MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this "Agreement") effective as of December 12, 2024 (the "Effective Date"), is by and between ("Customer") with its place of business at , and Relay Human Cloud, Inc. ("Relay") with its address at 2727 LBJ Freeway, Suite 610, Dallas, Texas, 75234.Customer and Relay are each, a "Party," and are collectively, the "Parties." Capitalized terms not defined in this Master Services Agreement have the meanings described in the Terms (defined below).

Relay is a global company in the business of providing staff hosting and related services to simplify the process of adding remote workers. Relay has offices in the United States, Canada, UK, India, Mexico and Central America. It provides products and services through Relay Human Cloud, Inc., a Delaware corporation registered in Texas and headquartered in Dallas, and through related entities operating in certain other jurisdictions.References to “we”, “our”, “us”, or “Relay” are to the Relay entity or entities providing products or services to Customer. Customer wishes to retain Relay to provide such services, and this Agreement shall serve as the basis to establish the relationship between the Parties.Electronic signatures by either party are valid including by online “click”, and Customer agrees that the Agreement, Order Forms and related documents and records may be created, kept and transmitted as electronic files only.

The Parties hereby agree as follows:

1. SERVICES

a. Relay shall provide Services to Customer pursuant to one or more Order Forms and Statements of Work (each, a “SOW”, if applicable), each of which may specify additional terms applicable to the Services.

b. Each Order Form must be signed by an authorized representative of Customer and of Relay before it is effective. Any deviation from or modification to a SOW or Order Form must be set forth in writing and signed by both Parties. Any document may be electronically signed or “clicked.”

c. In the event of any conflict or inconsistency between the provisions of an Order Form and this Agreement (or SOW if applicable), the provisions of the Order Form will govern and control but will be construed to give effect to this Agreement to the fullest extent possible.

d. Customer agrees to fulfill its responsibilities set forth in the Agreement (including each Order Form or SOW) and to cooperate with Relay as reasonably necessary for Relay to perform the Services set forth in the Agreement.

2. ONLINE TERMS

a. The Relay Human Cloud Online Terms and Conditions (“Terms”), together with the Relay Supplemental Terms, located at https://www.relayhumancloud.com/onlineterms/#MSATerms are hereby incorporated into and made part of this Agreement. Customer acknowledges its acceptance of the Terms and Supplemental Terms.

b. If there is any conflict between the terms of this Master Services Agreement and the Terms or Supplemental Terms, this Master Services Agreement controls.

3. ADDITIONAL TERMS

a. The Terms are hereby amended as follows: i. Section 4 b. “Invoicing and Payment” is hereby amended to the following: Customer is responsible for providing complete and accurate billing and contact information to Relay and notifying Relay of any changes to such information. Unless otherwise stated in an Order Form, Relay shall invoice Customer in advance of all future Services being provided so that Relay is not in arrears for any services rendered. If Customer’s account is past due, Services will be interrupted until the balance is paid in full. Customer shall pay Relay within thirty (30) days by way of ACH upon receipt of invoice for any of the Services and expenses provided or incurred hereunder. Relay may require a deposit of one month’s estimated costs in advance, at the commencement of or at any time during the Services.

4. SOWS

a. Relay hereby agrees that the rates set forth in the first Order Form or SOW between the Parties shall be set for an initial period of twelve (12) months from the Term, during which time no increases or additional fees shall be applied to the Order Form. Upon conclusion of this twelve (12) month period, Relay may propose a rate adjustment in accordance with its standard practices. The Customer may terminate the agreement at any time with 30 days notice if they are not satisfied with the rates or services.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.