Master Service Agreement

Effective: February 27, 2026

This Master Service Agreement (“MSA”) governs the relationship between Proof Restoration Systems (“Provider”) and the enterprise client (“Client”) for all services delivered under the Proof Headquarters tier, multi-location deployments, and any custom engagement defined by a Statement of Work. This MSA supplements the Terms of Service and Privacy Policy — in the event of a conflict, this MSA takes precedence for enterprise engagements.

1. Scope of Services

The services covered by this MSA include all features of the Proof platform as described in the applicable subscription tier, plus the following enterprise capabilities:

• Multi-location management. Centralized administration across multiple offices, regions, or brands with unified reporting and per-location access controls.
• Enterprise analytics. Cross-location dashboards, consolidated revenue reporting, fleet utilization tracking, and AI performance metrics across the entire organization.
• Dedicated support. Named account manager, priority support queue, and direct escalation path for critical issues.
• Custom API integrations. Bidirectional data exchange with Client’s existing systems — ERP, accounting, TPA portals, or internal tools — as defined in the applicable Statement of Work.
• White-label capabilities. Client branding applied to customer-facing interfaces, reports, and communications where applicable.
• Proof Dispatch — enterprise configuration. Multi-line call routing, location-specific dispatch rules, tiered escalation workflows, and custom greeting scripts across all Client locations.
• Proof Vision — enterprise deployment. Centralized sensor management, cross-location damage intelligence benchmarking, and organization-wide documentation standards.

Any services beyond this scope — including bespoke feature development, third-party integrations not listed above, or dedicated infrastructure — will be defined in a separate Statement of Work (“SOW”), which forms part of this MSA upon execution by both parties.

2. Service Level Agreement

2.1 Uptime Guarantee

Provider guarantees 99.9% platform uptime, measured on a calendar-month basis. Uptime is calculated as total minutes in the month minus unplanned downtime, divided by total minutes in the month. Scheduled maintenance windows — communicated at least 48 hours in advance — are excluded from uptime calculations. Emergency security patches may be applied without 48-hour notice but will be communicated as soon as reasonably possible.

2.2 Support Response Times

Enterprise clients receive the following guaranteed response times based on issue severity:

• Critical (platform unavailable, dispatch down, data loss risk): 1-hour initial response, 4-hour resolution target.
• High (core feature impaired, workaround unavailable): 4-hour initial response, 24-hour resolution target.
• Medium (feature impaired, workaround available): 8-hour initial response, 72-hour resolution target.
• Low (enhancement request, non-blocking question): 24-hour initial response, scheduled for roadmap review.

Response times are measured during business hours (8 AM – 8 PM CT, Monday – Friday) except for Critical issues, which are measured 24/7/365.

2.3 SLA Credits

If platform uptime falls below 99.9% in a calendar month, Client is eligible for the following service credits applied against the next billing period:

• 99.0% – 99.9%: 10% credit of that month’s fees.
• 95.0% – 99.0%: 25% credit of that month’s fees.
• Below 95.0%: 50% credit of that month’s fees.

SLA credits are Client’s sole and exclusive remedy for downtime events. Credits must be requested within 30 days of the affected month and do not carry forward beyond one billing cycle.

3. Data Ownership & Processing

3.1 Ownership

Client retains full, exclusive ownership of all data uploaded to, generated within, or exported from the platform. This includes job records, field reports, photos, sensor data, call recordings, AI-generated documents, client information, and all associated metadata. Provider’s license to process this data is strictly limited to the purpose of delivering the services described in this MSA.

3.2 AI Processing

Client data processed by Provider’s AI systems — including Proof Vision (damage intelligence), Proof Dispatch (voice and dispatch automation), and the Proof OS (document generation, analytics) — is processed automatically and is not subject to manual review by Provider personnel unless Client requests support. Client’s individual data is never used to train Provider’s AI models without Client’s explicit written consent. Aggregated and anonymized platform usage data may be used to improve the service, but this data cannot be attributed to or traced back to any individual Client or end user.

3.3 Data Processing Addendum

Provider will process personal data in accordance with applicable data protection laws, including the California Consumer Privacy Act (CCPA) and any applicable state or federal privacy regulations. A separate Data Processing Addendum (“DPA”) is available upon request and, once executed, forms part of this MSA.

3.4 Data Residency

All Client data is stored in the United States on AWS infrastructure. If Client requires data residency in a specific geographic region, Provider will accommodate the request subject to additional terms and any applicable infrastructure costs.

3.5 Data Export & Portability

Client may export all data from the platform at any time through the built-in export tools or by requesting a data package from Provider. Upon termination, Provider will make Client data available for export for 90 days, after which it will be permanently and irreversibly deleted from all systems and backups.

4. Custom Integrations & Statements of Work

Custom API integrations, white-label configurations, and bespoke feature development are documented in individual Statements of Work, each of which forms part of this MSA upon execution by both parties. Each SOW will specify:

• Detailed scope of the custom work.
• Development timeline and milestones.
• Acceptance criteria and testing requirements.
• Pricing and payment terms specific to the custom engagement.
• Ownership of custom-developed components (unless otherwise specified, custom integrations built on the Proof platform remain the intellectual property of Provider, with a perpetual license granted to Client for the duration of the MSA).

Changes to an active SOW require written agreement from both parties.

5. Security

Provider implements and maintains security measures appropriate to the sensitivity of Client data, including:

• AES-256 encryption for all data at rest.
• TLS 1.3 encryption for all data in transit.
• Multi-factor authentication required for all access to production systems.
• Role-based access controls within the platform, configurable by Client.
• Regular third-party penetration testing and security assessments.
• Geographically distributed encrypted backups for data durability and disaster recovery.
• Incident response procedures with Client notification within 72 hours of any confirmed data breach.

Upon request, Provider will make available its most recent security assessment summary and any applicable compliance certifications.

6. Insurance & Liability

6.1 Provider Insurance

• Commercial General Liability: minimum $2,000,000 per occurrence.
• Cyber Liability / Errors & Omissions: minimum $5,000,000.
• Workers’ Compensation: as required by applicable state law.

Certificates of insurance are available upon request.

6.2 Limitation of Liability

To the maximum extent permitted by law, Provider’s total aggregate liability under this MSA shall not exceed the total fees paid by Client in the twelve (12) months immediately preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, regardless of the cause of action or theory of liability.

6.3 Exceptions

The limitations in Section 6.2 do not apply to: (a) Provider’s indemnification obligations under Section 7, (b) breaches of confidentiality obligations under Section 9, or (c) claims arising from gross negligence or willful misconduct.

7. Indemnification

By Provider: Provider will indemnify, defend, and hold harmless Client from any third-party claims alleging that the Proof platform infringes any patent, copyright, trademark, or trade secret, provided that Client promptly notifies Provider of the claim and cooperates in the defense.

By Client: Client will indemnify, defend, and hold harmless Provider from any third-party claims arising from: (a) Client’s data or content uploaded to the platform, (b) Client’s use of the platform in violation of applicable laws, or (c) Client’s breach of this MSA.

8. Term & Termination

8.1 Initial Term

This MSA is effective for an initial term of twelve (12) months from the date of execution, unless otherwise specified in the applicable SOW.

8.2 Renewal

The MSA automatically renews for successive twelve (12) month periods unless either party provides written notice of non-renewal at least 90 days before the end of the current term.

8.3 Termination for Cause

Either party may terminate this MSA immediately if the other party commits a material breach and fails to cure that breach within 30 days of receiving written notice.

8.4 Termination for Convenience

Either party may terminate this MSA for any reason by providing 90 days’ written notice before the end of the current term. Early termination fees may apply as specified in the applicable SOW.

8.5 Effect of Termination

Upon termination: (a) Client’s access to the platform will be revoked at the end of the notice period, (b) Provider will make Client data available for export for 90 days, (c) all outstanding invoices become due immediately, and (d) the obligations in Sections 3, 6, 7, 9, and 10 survive termination.

9. Confidentiality

Both parties agree to maintain the confidentiality of the other party’s proprietary and confidential information for a period of three (3) years following disclosure. Confidential information includes, but is not limited to: pricing terms, technical specifications, business strategies, client lists, and any information marked as confidential.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party, (b) was already known to the receiving party prior to disclosure, (c) is independently developed without reference to the disclosing party’s information, or (d) is rightfully obtained from a third party without restriction.

10. Governing Law & Dispute Resolution

10.1 Governing Law

This MSA is governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.

10.2 Mediation

Any dispute arising under this MSA shall first be submitted to good-faith mediation. Both parties agree to participate in mediation before initiating any formal legal proceeding.

10.3 Arbitration

If mediation is unsuccessful within 60 days, disputes shall be resolved by binding arbitration in Dallas, Texas, administered under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.

10.4 Injunctive Relief

Nothing in this section prevents either party from seeking injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality or intellectual property rights.

11. General Provisions

• Entire Agreement. This MSA, together with any executed SOWs, constitutes the entire agreement between the parties and supersedes all prior discussions, proposals, and agreements relating to the subject matter.
• Amendments. This MSA may be amended only by a written instrument signed by both parties.
• Assignment. Neither party may assign this MSA without the other party’s written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Force Majeure. Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.
• Severability. If any provision of this MSA is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Notices. All formal notices under this MSA shall be delivered in writing to the addresses specified in the applicable SOW or through the platform’s official communication channels.

12. Contact

For enterprise inquiries, MSA discussions, or to request a Statement of Work, contact our team.

Proof Restoration Systems
Dallas, Texas