8.2 Hardware Support

Hardware Product support includes firmware updates, device diagnostics, and repair facilitation. Critical safety-related hardware issues are treated as P1. GoVivid will provide advance notice of scheduled firmware updates and will not push updates that reduce core device functionality without Customer consent. Emergency safety patches may be applied automatically.

8.3 Training

Every new Order Form includes a 2-hour onboarding kickoff call and access to self-service resources (guides, videos, FAQs). Hardware Orders include product-specific onboarding covering safe use, O&M integration, and administrator device management. Additional training sessions are available for purchase.

8.4 Service Availability

GoVivid targets 99.5% monthly uptime for cloud-dependent Software Services, excluding scheduled maintenance (communicated in advance), force majeure events, and third-party service failures. Hardware Products with offline capabilities are not subject to uptime SLAs for local functions. Uptime targets are best-effort unless a custom SLA is specified in Order Form Section 7.

9. Confidentiality

9.1 Mutual Obligations

Each party agrees to: (a) maintain the other’s Confidential Information in strict confidence; (b) use it only as necessary to fulfill this Agreement; (c) limit disclosure to personnel with a need to know; and (d) protect it with at least the same care used for its own confidential information, but no less than reasonable care.

9.2 Customer Data

All Customer Data is Customer’s Confidential Information and subject to the enhanced protections in Section 6, which govern in the event of conflict with this Section.

9.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was already known to the receiving party; (c) is independently developed without reference to Confidential Information; or (d) is rightfully received from a third party without restriction.

9.4 Duration

Confidentiality obligations survive termination for 3 years for general Confidential Information, and indefinitely for Customer Data and trade secrets.

10. Intellectual Property

10.1 GoVivid Ownership

GoVivid retains all rights, title, and interest in all GoVivid Ecosystem products and intellectual property, including software, Hardware Product designs and firmware, patents, copyrights, trademarks (GoVivid™, DirectMe™, GV Discover, Seymour, Iris), AI algorithms, and training data. Nothing in this Agreement transfers ownership of any GoVivid IP to Customer.

10.2 Customer Ownership

Customer retains all rights to Customer Data and User Content. GoVivid acquires no ownership interest in Customer Data.

10.3 Feedback

If Customer provides feedback, feature requests, or suggestions regarding any GoVivid product, Customer grants GoVivid a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to Customer.

10.4 Anonymized & Aggregated Usage Data

GoVivid may collect, retain, and use anonymized and aggregated usage data derived from all Services for: (a) product improvement, AI model training, safety research, and internal analytics; (b) investor materials and regulatory or clinical evidence submissions; and (c) for non-educational customers only, industry benchmarking, licensing of aggregate insights to third-party partners, and paid research publications. For educational institution customers subject to FERPA or applicable state student privacy laws, use of anonymized data is limited to purposes (a) and (b) only. GoVivid will not sell raw datasets, use anonymized data for advertising targeting, or use data in any way that could re-identify Customer or any Authorized User.

11. Warranties & Disclaimers

11.1 GoVivid Warranties

GoVivid warrants that: (a) Software Services will substantially conform to their documentation during the Order Form term; (b) as delivered, Software Services contain no known viruses or malicious code; (c) Software Services are designed for WCAG 2.1 AA and screen reader compatibility; (d) Hardware Products will be free from defects in materials and workmanship for the warranty period stated in the Order Form; and (e) the Services, as provided by GoVivid, do not infringe any third-party intellectual property rights.

Remedy: If GoVivid breaches a warranty, GoVivid has 30 days to cure after written notice. If not cured, Customer may terminate the applicable Order Form and receive a pro-rata refund of prepaid fees for Software Services. Hardware warranty remedies are defined in the Order Form.

11.2 Customer Warranties

Customer warrants that: (a) it has the right to provide Customer Data to GoVivid; (b) it has complied with FERPA (if applicable), COPPA, and all applicable data protection laws; (c) it has obtained all necessary consents including Parental Consent Forms for users ages 13 to 17; (d) for Hardware Products, each Authorized User has completed required O&M training before use; and (e) its use of the Services will comply with all applicable laws.

11.3 Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, ALL SERVICES — INCLUDING SOFTWARE SERVICES AND HARDWARE PRODUCTS — ARE PROVIDED "AS IS." GOVIVID DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE SERVICE, AND ACCURACY OF AI-GENERATED CONTENT. AI MAY PRODUCE HALLUCINATIONS (INCORRECT OR FABRICATED INFORMATION) — USERS MUST VERIFY CRITICAL INFORMATION INDEPENDENTLY. GOVIVID IS NOT RESPONSIBLE FOR FAILURES OF THIRD-PARTY SERVICES (GOOGLE, FIREBASE, MAPS, ETC.).

SAFETY: GOVIVID SERVICES ARE NOT A REPLACEMENT FOR WHITE CANES, GUIDE DOGS, OR O&M TRAINING AND MUST NEVER BE USED FOR STREET CROSSING OR IN EMERGENCIES. THIS DISCLAIMER IS CONSISTENT WITH GOVIVID’S TERMS OF SERVICE (SECTION 3).

12. Limitation of Liability

12.1 Liability Cap

GOVIVID’S TOTAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER. FOR HARDWARE PRODUCTS, THE CAP IS THE GREATER OF (A) FEES PAID IN THE PRECEDING 12 MONTHS OR (B) THE PURCHASE PRICE PAID FOR THE SPECIFIC HARDWARE PRODUCT GIVING RISE TO THE CLAIM. CUSTOMERS WHO HAVE NEGOTIATED A MODIFIED LIABILITY CAP IN ORDER FORM SECTION 7 ARE GOVERNED BY THAT AGREED CAP.

12.2 Excluded Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions — Not Subject to Cap

The limitations in 12.1 and 12.2 do NOT apply to:

• Indemnification obligations under Section 13

• Data breaches caused by GoVivid’s gross negligence or willful misconduct

• Intentional violations of data protection or student privacy laws

• Death or bodily injury caused by a party’s negligence (including hardware misuse)

• Fraud or intentional misrepresentation

• Customer’s payment obligations

• Breaches of Section 9 (Confidentiality) with respect to Customer Data

• Customer’s failure to report hardware adverse events per Section 3.4

13. Indemnification

13.1 GoVivid Indemnifies Customer

GoVivid will defend, indemnify, and hold Customer harmless from third-party claims arising from: (a) any GoVivid Service infringing a third party’s IP rights (as provided by GoVivid, unmodified); (b) GoVivid’s gross negligence or willful misconduct; (c) data breaches caused by GoVivid’s security failures; (d) GoVivid’s material violation of applicable law; or (e) defective Hardware Products causing bodily injury when used as directed.

13.2 Customer Indemnifies GoVivid

Customer will defend, indemnify, and hold GoVivid harmless from third-party claims arising from: (a) Customer’s breach of this Agreement; (b) Authorized Users’ misuse of Services; (c) claims arising from Customer Data or User Content; (d) Customer’s FERPA or COPPA violations (if applicable); (e) injuries caused by prohibited uses, including using Services for street crossing or emergency situations; (f) distribution of Hardware Products to users who have not completed required O&M training; and (g) Customer’s failure to report adverse events per Section 3.4.

13.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defense; and (c) reasonably cooperate. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without written consent.

14. Dispute Resolution

14.1 Informal Resolution (Required First)

Before initiating litigation, the parties agree to escalate the dispute to senior executives of both parties for good-faith negotiation for at least 60 days. Either party may initiate this process by written notice to legal@govivid.ai.

14.2 Litigation

If informal resolution fails, disputes shall be resolved exclusively in state or federal courts in Fort Worth, Tarrant County, Texas. This Agreement is governed by Texas law, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG). Both parties irrevocably consent to personal jurisdiction and venue in those courts.

Both parties waive the right to a jury trial. All claims must be brought in an individual capacity; no class actions or representative proceedings are permitted. The prevailing party is entitled to recover reasonable attorneys’ fees and costs.

14.3 Injunctive Relief

Either party may seek emergency injunctive or equitable relief from any court of competent jurisdiction without first completing the informal resolution process, when necessary to prevent imminent and irreparable harm.

15. General Provisions

15.1 Entire Agreement & Order of Precedence

This MSA, together with all executed Order Forms and any written Enterprise Addenda, constitutes the entire agreement between the parties. In the event of conflict, the order of precedence is: (1) Enterprise Addendum, (2) Order Form, (3) this MSA. GoVivid’s Terms of Service (www.govividco.com/legal/TOS) governs individual Authorized User conduct and applies to all Authorized Users in addition to this MSA.

15.2 Adding Services

Customer may add Software Services or Hardware Products to this Agreement by executing an additional Order Form. Each new Order Form incorporates this MSA by reference. No MSA amendment is required to add new GoVivid Ecosystem products; the applicable Order Form activates all relevant MSA sections (including Section 3 for Hardware Products) automatically.

15.3 Amendments

GoVivid may update this MSA with 90 days’ notice for material changes. Updated terms apply to new or renewed Order Forms only; existing Order Forms continue under the version in effect at execution until renewal. Customer-specific modifications require a written Enterprise Addendum.

15.4 Assignment

Customer may not assign this Agreement without GoVivid’s prior written consent. GoVivid may assign to affiliates or in connection with a merger, acquisition, or sale of substantially all assets, with 30 days’ written notice to Customer.

15.5 Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, pandemics, government actions, infrastructure failures, or third-party service failures. Obligations are suspended during the event and resume upon its end. If a force majeure event persists beyond 90 days, either party may terminate the affected Services on written notice.

15.6 Notices

All formal notices must be in writing. Notices to GoVivid: legal@govivid.ai or GoVivid Co., Attn: Legal Department, 1120 S. Freeway, Suite 215, Fort Worth, TX 76104. Notices to Customer: per the Order Form. Email notices are effective upon confirmed receipt; certified mail is effective 5 business days after sending.

15.7 Publicity

GoVivid may identify Customer as a client on its website and in marketing materials. Case studies or detailed references require separate written consent. Customer may opt out of identification at any time by emailing hello@govivid.ai.

15.8 Export Compliance

Customer certifies that it is not located in a country subject to U.S. embargo and is not on any U.S. government denied-party list (SDN, Denied Persons, Entity List). Hardware Products are subject to U.S. export control laws; Customer may not re-export Hardware Products without applicable U.S. government authorization.

15.9 Government Customers

If Customer is a U.S. government entity, the Services are “commercial items” as defined under FAR 48 C.F.R. §2.101. Government rights are limited to those stated in this MSA per 48 C.F.R. §12.212 (civilian) and §227.7202 (DoD).

15.10 Electronic Signatures & Counterparts

This Agreement may be executed in counterparts. Electronic signatures (including via DocuSign) are valid and binding.

15.11 Severability

If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision is severed; all remaining provisions remain in full force.

15.12 International Customers

This MSA is intended for use by institutions in the United States. GoVivid does not currently operate internationally. If Customer is located outside the United States, nothing in this MSA limits any rights Customer may have under the mandatory laws of its country of domicile. To the extent local law conflicts with any provision of this MSA, GoVivid and Customer agree to negotiate in good faith a written amendment to address compliance requirements. Customer is responsible for ensuring its use of the Services complies with all applicable local laws. Hardware Products are subject to U.S. export laws; see Section 15.8.

 16. Contact Information

Accessibility

This MSA is designed for accessibility: screen reader compatible, structured with semantic headings, and written in plain language (Grade 10 to 12). Alternative formats — audio, large print (18pt+), braille, and plain text — are available upon request at hello@govivid.ai. Accessibility feedback is welcome; GoVivid will respond within 5 business days.

Audio and plain text versions: www.govividco.com/legal/MSA

Acceptance

By executing an Order Form that incorporates this MSA, Customer confirms:

• Customer has read and understood this MSA in its entirety.

• Customer’s signatory has authority to legally bind the institution.

• Customer accepts all terms and conditions, including Section 3 Hardware Services terms for any Order Forms that include Hardware Products.

• All Authorized Users are subject to GoVivid’s Terms of Service (www.govividco.com/legal/TOS) in addition to this MSA.

• Customer will communicate safety warnings and, where applicable, O&M training requirements to all Authorized Users before granting access.

Order Forms include the following acknowledgment: “By signing below, Customer accepts the GoVivid Co. Master Service Agreement, available at www.govividco.com/legal/MSA, including all applicable product-specific sections.”