MASTER SERVICES AGREEMENT AND TERMS OF USE

Effective Date: May 20, 2026

This Master Services Agreement and Terms of Use (the "Agreement") is entered into by and between MarkedUp Inc., a Wyoming corporation with its registered office address at $30\text{ North Gould St, Ste R, Sheridan, WY 82801, USA}$ ("Vendor"), and the entity or individual executing an Order Form or otherwise accessing the Services ("Customer").

Vendor and Customer may each be referred to herein individually as a "Party" and collectively as the "Parties."

BY ACCESSING, INTEGRATING WITH (INCLUDING THROUGH THIRD-PARTY PLATFORMS, APIS, OR CHANNELS SUCH AS BLUEBEAM, PROCORE, SHAREPOINT, SLACK, MICROSOFT TEAMS, OR WHATSAPP), OR OTHERWISE UTILIZING THE PLATFORM AND SERVICES, CUSTOMER UNCONDITIONALLY AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

SECTION 1: DEFINITIONS AND INTERPRETATION

As used in this Agreement, the following terms shall have the meanings set forth below:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where "control" means direct or indirect ownership or control of more than $50\%$ of the voting interests of the subject entity.
• "Approved Affiliate Domain" means an email domain owned or controlled by an Affiliate of Customer that has been explicitly authorized in writing by Vendor on an executed Order Form to access the Services under an Unlimited Subscription.
• "Assigned Site User" means an Authorized User who is a direct W-2 employee or dedicated independent contractor of Customer whose primary, designated physical workplace is the Licensed Office, or a remote/work-from-home (WFH) employee who officially and directly reports to the management operating at that specific Licensed Office.
• "Authorized User" means any employee or independent contractor of Customer who is authorized by Customer to access and use the Services under Customer’s account.
• "Competitor" means any individual, corporation, partnership, or other business entity that develops, markets, licenses, sells, or operates automated drawing review, drawing QA/QC, drawing audit, or visual analysis software, or any AI/ML models designed for construction drawing validation.
• "Licensed Office" means a single, unique, physical geographic address and location of Customer’s corporate entity designated on an executed Order Form or registered within the Services’ administrative dashboard.
• "Order Form" means a written or digital ordering document executed by both Parties, or a digital checkout confirmation page processed by Vendor, specifying the Services to be provided, billing terms, subscription tiers, and any specific limits or authorized Licensed Offices.
• "Services" means the markedup.ai proprietary drawing audit and automated consistency check platform, including its headless APIs, background processing pipelines, web applications, and integrated communication tools.
• "Sheet" means a single page of a Portable Document Format (PDF) file ingested, analyzed, and processed by the Services' AI/ML engines, irrespective of the density, metadata, or volume of markings and findings generated on that page.

SECTION 2: SCOPE OF SERVICES, PLATFORM LIMITATIONS, AND ABSOLUTE DISCLAIMERS

2.1. Internal Consistency Review. The Services are provided strictly as an "Internal Consistency Review" tool. The platform is designed to cross-check an uploaded engineering or architectural drawing against itself (including, but not limited to, cross-referencing dimensions, geometric alignments, callouts, and schedule matches within that single PDF file).

2.2. Absolute Building Code and Professional Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE AUTOMATED SYSTEM CHECKS AND DO NOT CONSTITUTE PROFESSIONAL ARCHITECTURAL, ENGINEERING, OR DESIGN ADVICE. THE SERVICES ARE NOT A SUBSTITUTE FOR THE COMPREHENSIVE DESIGN REVIEW, QUALITY CONTROL, AND STAMP OF A LICENSED PROFESSIONAL.

THE PLATFORM DOES NOT, AND WILL NOT, PERFORM ANY AUDIT, COMPARISON, OR COMPLIANCE CHECK AGAINST LOCAL, STATE, FEDERAL, OR INTERNATIONAL BUILDING CODES, STRUCTURAL ENGINEERING STANDARDS, LIFE SAFETY CODES, ZONING LAWS, ENVIRONMENTAL REGULATIONS, OR THE AMERICANS WITH DISABILITIES ACT (ADA) REQUIREMENTS. COMPLIANCE WITH ALL SUCH LAWS, CODES, AND STANDARDS REMAINS $100\%$ THE SOLE PROFESSIONAL, LEGAL, AND CIVIL LIABILITY OF THE CUSTOMER, THEIR LICENSED DESIGN PROFESSIONALS, AND THE DESIGNATED ARCHITECT OR ENGINEER OF RECORD.

2.3. Input Limitations and Technical Specifications. The Services process files in PDF format only, up to a strict hard cap of $200\text{ MB}$ per file, unless otherwise approved by Vendor in writing or upgraded via an applicable subscription tier. Vendor shall have no obligation to process, and disclaims all liability for processing errors, processing failures, or incomplete audits stemming from:

1. Low-resolution or poorly scanned source PDFs;
2. Non-vector PDFs, raster-only files, or flattened image PDFs; or
3. Corrupted, locked, unreadable, or password-protected source documents.

SECTION 3: DATA GOVERNANCE, SECURITY, AND ZERO AI TRAINING POLICY

3.1. Fourteen-Day Purge Protocol. To ensure absolute confidentiality and minimize the security footprint of Customer’s proprietary project files, Vendor enforces a strict storage minimization protocol. Under normal operations, all customer-uploaded PDFs and generated outputs or marked-up drawing deliverables are hosted temporarily and are automatically and permanently deleted from Vendor's active servers exactly fourteen ($14$) days after the completion of processing. Customer bears sole, non-delegable responsibility for downloading and archiving all marked-up outputs and audit reports before this $14$-day retention window expires.

3.2. Ironclad Zero AI Training Policy. Vendor provides an ironclad covenant to Customer that Vendor shall not use any Customer-uploaded PDFs, raw design geometries, proprietary project files, or raw text inputs to train, retune, refine, or improve any foundational, multi-tenant, or cross-customer public AI or machine learning models without Customer's express, prior written consent. Customer's proprietary intellectual property is structurally sequestered from Vendor's baseline public training datasets.

3.3. Technical, Organizational, and Security Measures (T.O.M.s). Vendor shall implement and maintain commercially reasonable technical and organizational measures designed to protect the security, confidentiality, and integrity of Customer Data. These measures include:

• Network Isolation: Deployment of core databases and processing queues strictly within private Amazon Web Services (AWS) Virtual Private Cloud (VPC) subnets, isolated from the public internet with stateful security groups and network access control lists (NACLs).
• Data Encryption: Mandatory encryption of all data at rest using the advanced encryption standard with a $256$-bit key length ($\text{AES-256}$) and all data in transit using Transport Layer Security version $1.2$ or higher ($\text{TLS }\ge 1.2$).
• Access Control: Implementation of the Principle of Least Privilege (PoLP) and mandatory multi-factor authentication (MFA) for all administrative and operational access to Vendor's systems.

3.4. Telemetry and Heuristics License. Subject to the terms herein, Customer grants Vendor a perpetual, irrevocable, royalty-free, worldwide license to extract, process, analyze, and retain anonymous, aggregated telemetry, metadata, and performance heuristics (e.g., system processing latency, operational error logs, file size statistics, and anonymized structural token counts) generated during Customer's use of the Services. This data shall be used strictly to optimize platform stability, maintain performance, and analyze platform efficiency, and shall never contain Customer PII or un-anonymized drawing content.

3.5. System Audit Log as Definitive Truth. The platform's automated system activity logs and metrics databases shall serve as the absolute, legally definitive, and binding source of truth regarding all usage metrics, Sheet ingestion counts, API requests, and subscription parameters under this Agreement.

SECTION 4: COMMERCIAL SUBSCRIPTIONS AND OFFICE SITE BOUNDARIES

4.1. Account Structures. Customer may subscribe to the Services under two commercial structures, as defined in the applicable Order Form:

• Pay-on-Demand (Transactional): Invoiced or billed instantly based on the exact quantity of Sheets processed by the platform.
• Unlimited Per-Office Subscription: A flat-rate recurring fee granting unlimited processing access to Assigned Site Users of a single designated Licensed Office.

4.2. Generic Public Domain Restriction. To maintain the security and commercial integrity of the subscription model, the use of generic, consumer, or public domain email addresses (including, but not limited to, @gmail.com, @yahoo.com, @outlook.com, @icloud.com, or @aol.com) is strictly prohibited from anchoring, registering, or accessing any account under an "Unlimited Per-Office" subscription. Unlimited Per-Office subscriptions must be tied exclusively to Customer’s custom corporate domain.

4.3. Boundaries of the "Office" Site License. A Site License under the Unlimited Per-Office subscription is structurally and legally restricted to a single physical address. The Unlimited Per-Office subscription provides access strictly to:

1. Assigned Site Users whose primary physical desk or office space is located at the specific physical address registered for that Site License; and
2. Remote or WFH personnel who report directly, exclusively, and continuously to the management team located at that registered physical address.

4.4. Enterprise Domain Lock and Affiliate Restrictions. All Authorized Users accessing an Unlimited Per-Office subscription must share the exact same corporate domain name (e.g., @firm.com).

• Approved Affiliates: Authorized Users from Approved Affiliate Domains (e.g., @affiliatefirm.com) may access the Site License only if such domains are explicitly listed on an executed Order Form.
• External User Prohibition: Customer is strictly prohibited from granting platform access to external third parties (including Customer's clients, external subcontractors, joint-venture entities, or third-party consulting engineers) under an Unlimited Per-Office Site License. Such external parties must register for their own transactional or site-specific accounts.

SECTION 5: SUSPENSION, CANCELLATION, AND AT-WILL DATA TERMINATION

5.1. At-Will Termination Rights. Vendor reserves the absolute, unconditional, and immediate right to terminate, freeze, suspend, or cancel any user account, API key, or subscription tier at any time, for any reason or no reason, without prior notice, and without incurring any downstream liability, penalties, or refund obligations (except for a pro-rata refund of any pre-paid, unused fees for a terminated commercial subscription, unless terminated for cause under Section 5.2).

5.2. Immediate Cause Purge. If Customer’s account is frozen, suspended, or terminated by Vendor due to a breach of this Agreement, suspected system abuse, reverse-engineering activity, or fraudulent registration, all uploaded PDFs, data caches, and generated outputs associated with Customer's account shall be purged and deleted immediately from Vendor's servers. This immediate purge overrides the standard $14$-day retention grace period detailed in Section 3.1, and Vendor disclaims all liability for any loss of data resulting therefrom.

SECTION 6: COMPETITOR BAN, COMPETING AI RESTRICTIONS, AND LIQUIDATED DAMAGES

6.1. Absolute Competitor Exclusion. The Services, its outputs, user interfaces, documentation, and underlying AI/ML structures are the proprietary intellectual property of Vendor. Any access, registration, or use of the platform (either directly, through automated scripts, or via proxies) by any employee, contractor, agent, representative, or affiliate of a Competitor is strictly and absolutely prohibited.

6.2. Prohibition on Reverse Engineering and Model Extraction. Customer shall not, and shall not permit any third party to:

1. Conduct prompt injection attacks, model extraction attacks, adversarial prompting, or model inversion audits against the Services' AI models;
2. Scrape, crawl, harvest, or extract design heuristics, markup databases, or system responses using automated scripts or web-scraping utilities;
3. Use platform outputs, marked-up PDFs, or structural design insights generated by the Services to train, fine-tune, or benchmark a competing machine learning model, drawing QA/QC tool, or visual classification engine.

6.3. Liquidated Damages. The Parties acknowledge and agree that any violation of the Competitor Ban (Section 6.1) or the reverse engineering and model extraction prohibitions (Section 6.2) will cause immediate, irreparable, and significant economic harm to Vendor, the precise valuation of which is difficult to calculate.

Therefore, in the event of a breach of Section 6.1 or Section 6.2, the breaching party shall be liable to Vendor for an automatic, non-negotiable liquidated damages penalty in the amount of:

$$LD = \$50,000.00\text{ (Fifty Thousand US Dollars)}$$

per violation, to be paid immediately upon demand. The Parties agree that this sum is a reasonable pre-estimate of damages and is intended as a contractually agreed compensatory remedy, not a penalty.

6.4. Mandatory Fee-Shifting and Invalidation of Fee Split. In any arbitration or litigation proceeding brought to enforce the provisions of Section 6.1, 6.2, or 6.3, the standard cost-splitting provisions set forth in Section 11.2 shall be null and void. The losing party in such proceeding shall be contractually obligated to pay $100\%$ of Vendor's reasonable attorneys' fees, legal costs, expert witness fees, and arbitration expenses.

6.5. Immediate Injunctive Relief. Notwithstanding the mandatory arbitration provisions of Section 11, Vendor shall retain the unilateral right to seek immediate, temporary, and permanent injunctive relief, specific performance, and other equitable remedies in any court of competent jurisdiction in Sheridan County, Wyoming, to halt any violation or threatened violation of Section 6.1 or 6.2.

SECTION 7: INVOICING, BILLING, AND PAUSE/FREEZE PROTOCOLS

7.1. Payment Mechanics.

• Self-Serve Tiers: Pay-on-Demand and online-purchased site subscriptions are billed immediately and automatically to Customer's registered credit card, debit card, or automated payment method.
• Invoiced Tiers: Enterprise or multi-site subscriptions will be invoiced in writing. Customer shall pay all invoices via Bank Wire Transfer or Automated Clearing House (ACH) in US Dollars.

7.2. Payment Terms and Absence of Late Fees. All invoiced charges are due and payable strictly within fifteen ($15$) days from the invoice date ("Net 15"). No late fees, interest penalties, or administrative charges shall accumulate on overdue balances.

7.3. Delinquency Account Freeze and Export Grace Period. If any invoiced amount remains unpaid beyond the Net 15 payment term, Customer’s account shall be automatically frozen and suspended.

• 30-Day Export Grace Period: Upon account suspension for non-payment, Customer shall have a strict thirty ($30$) day grace period from the date of the freeze to log in to the Services solely for the purpose of exporting historical usage reports, analytical data, or account metrics.
• Strict PDF Purge Enforcement: During this $30$-day freeze period, Customer shall have no right to process new Sheets, and any raw PDFs or processed output files remaining in the account shall remain subject to the absolute $14$-day automatic deletion rule defined in Section 3.1. Under no circumstances will unpaid accounts extend the processing data retention limit.

SECTION 8: FAIR USE POLICY AND ACCOUNT AUDITS

8.1. Annual Page Allotment. To protect system stability and prevent resource exploitation of the background processing queue, any Unlimited Per-Office subscription Site License is subject to a fair use threshold of:

$$F_{limit} = 100,000\text{ pages}$$

per subscription year, per licensed physical office location.

8.2. Threshold Breaches and Audit Rights. In the event that the Sheets processed under a single Site License exceed $F_{limit}$ within any single subscription year:

1. Vendor reserves the right to halt or throttle processing of excess Sheets; and
2. Vendor may initiate a mandatory audit of Customer's usage patterns, user domains, and physical IP logins.

Upon audit, Vendor reserves the right to adjust Customer’s subscription rates, require the purchase of additional Site Licenses, or transition Customer to a custom corporate enterprise billing agreement.

8.3. Allocation of Accidental Uploads. Any PDF file successfully ingested and processed by the Services' AI/ML engine shall be counted against Customer's annual page allotment or billed under the Pay-on-Demand rate, regardless of whether Customer subsequently deletes the file, cancels the process mid-run, or claims the upload was accidental.

SECTION 9: MARKETING, PUBLICITY, AND CASE STUDY RESTRICTIONS

9.1. Non-Exclusive Logo License. Customer grants Vendor a non-exclusive, limited, royalty-free, worldwide license to use Customer’s corporate name, trademarks, and brand logos on Vendor’s website, investor presentations, and public pitch materials solely to identify Customer as an active client of the Services.

9.2. Opt-Out Right. Customer may revoke the logo license granted in Section 9.1 at any time by sending a written revocation request to customer@markedup.ai. Vendor shall remove Customer’s trademarks and logos from Vendor’s website and digital marketing collateral within ten ($10$) business days of receiving such notice.

9.3. Mutual Agreement for Case Studies. Neither Party shall write, publish, distribute, or authorize any detailed case studies, client success stories, press releases, or deep technical reviews referencing the other Party’s specific operational integrations or proprietary design pipelines without the express, prior written consent of both Parties.

SECTION 10: RISK ALLOCATION, INDEMNIFICATION, AND LIMITATION OF LIABILITY

10.1. Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

1. LIQUIDATED DAMAGES, DELAY PENALTIES, OR REWORK CLAIMS IMPOSED ON CUSTOMER BY THIRD-PARTY GENERAL CONTRACTORS, CLIENTS, OR OWNERS;
2. WASTED LABOR, LABOR OVERHEAD, OR IDLE FIELDS COSTS;
3. WASTED, SPOILED, OR INCORRECTLY PROCURED MATERIALS;
4. LOSS OF BIDS, LOSS OF PROFIT, LOSS OF REVENUE, OR LOSS OF BUSINESS REPUTATION; HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Limitation of Liability Caps.

• Paid Services Cap: Vendor's total aggregate liability arising out of or related to this Agreement, whether in contract, tort, or under any other theory of liability, shall not exceed the total cumulative fees paid by Customer to Vendor under this Agreement in the twelve ($12$) months immediately preceding the incident giving rise to liability. Let the cap be represented by:

$$L_{cap} = P_{12}$$

where $P_{12}$ is the actual USD amount paid in the trailing $12$ months.

• Free and Trial Services Cap: For any free tiers, basic introductory trials, or zero-dollar ($0) transactions, Vendor’s total aggregate liability shall be strictly and conspicuously capped at:

$$L_{free} = \$100.00\text{ (One Hundred US Dollars)}$$

10.3. Customer Indemnification. Customer shall defend, indemnify, and hold harmless Vendor, its Affiliates, directors, officers, employees, and agents from and against any third-party claims, demands, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

1. Any structural failures, code violations, construction delays, or rework claims resulting from construction drawings processed by the Services;
2. Customer's professional design negligence or architectural errors;
3. Any breach of the Competitor Ban (Section 6.1) or intellectual property restrictions (Section 6.2) by Customer's employees or unauthorized agents.

SECTION 11: GOVERNING LAW AND CONFIDENTIAL ARBITRATION

11.1. Governing Law. This Agreement, and all disputes, claims, or causes of action arising out of or related to it, shall be governed by, and construed in accordance with, the laws of the State of Wyoming, USA, without giving effect to any choice of law or conflict of law rules that would cause the application of the laws of any other jurisdiction.

11.2. Mandatory Binding Arbitration. Subject to the injunctive relief exceptions in Section 6.5, any dispute, controversy, or claim arising out of or relating to this contract, including its formation, interpretation, performance, breach, or termination, shall be resolved solely and exclusively by final, binding arbitration administered in Sheridan County, Wyoming, in accordance with the Wyoming Uniform Arbitration Act (W.S. § 1-36-101 et seq.) then in effect.

11.3. Strict Confidentiality of Proceedings. The Parties agree that the arbitration proceedings, all discovery disclosures, filings, transcripts, and the final arbitration award or decision shall remain strictly confidential. Neither Party shall disclose any details of the arbitration to any third party without the express, prior written consent of the other Party, except as required by law or to enforce the arbitration award in a court of competent jurisdiction.

11.4. Allocation of Arbitration Costs. Except as explicitly modified by the Competitor Ban fee-shifting provision in Section 6.4, the administrative fees of the arbitration and the compensation of the arbitrator shall be split equally ($50\text{--}50$) between the Parties. Each Party shall bear its own legal fees, expert witness costs, and travel expenses incurred during the arbitration.

SECTION 12: GENERAL MISCELLANEOUS PROVISIONS

12.1. Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to circumstances beyond its reasonable control, including acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, widespread internet outages, or cloud infrastructure provider failures (a "Force Majeure Event").

12.2. Severability. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be contrary to law, invalid, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid provision shall be modified by the adjudicating body to the minimum extent necessary to make it valid and enforceable while achieving the original intent of the Parties.

12.3. Entire Agreement and Integration. This Agreement, together with any executed Order Forms, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, proposals, discussions, or agreements, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of both Parties.

12.4. Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.

12.5. Survival. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, but not limited to, Sections 1 (Definitions), 2.2 (Absolute Disclaimer), 3.2 (Zero Training Policy), 3.4 (Telemetry License), 4.4 (User Restrictions), 5.2 (Immediate Cause Purge), 6 (Competitor Ban & Liquidated Damages), 9.3 (Case Study Restrictions), 10 (Liability Caps), 11 (Arbitration), and 12 (Miscellaneous).