MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into by and between the parties set forth below:

Company Name: OUR SERVICE PROS INC. DBA MY CLONE SOLUTION

Company Address: 4909 Cresthill Dr. Tampa, FL 33615

Client Name:

Effective Date: 11/19/2025 06:45

PURPOSE OF AGREEMENT

Client has retained Company, on an independent contractor basis, to provide certain Services (defined below) to Client in accordance with one or more mutually agreed upon Statements of Work. Client and Company (collectively, the “parties” or individually a “party”) desire to confirm in writing the nature and scope of the Services and Deliverables (defined below) that Company will provide to Client, the compensation, and any other terms and conditions of their engagement under any Statement(s) of Work.

PURPOSE OF AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

1. DEFINITIONS.

1.1 “Deliverables” means any and all property, products, reports, analyses, recommendations, data, databases, specifications, software (object code and source code), documentation, information, items, videos, recordings, and other materials provided, created, developed, and/or delivered by Company to Client or Client’s designated customer pursuant to a SOW.

1.2 “Project” means the scope of services and deliverables identified in a SOW.

1.3. “SaaS” means software as a service.

1.4 “Services” means the provision of SaaS solutions by the Company to the Client, including access to and use of the Company's software platform(s), as well as any related professional services such as support, maintenance, updates, and other technical services, all in accordance with the terms and conditions of the applicable Statement of Work (SOW) or this Agreement.

1.5 “Statement of Work” (“SOW”) means each document duly executed by Company and Client under this Agreement. Each SOW shall reference this Agreement as well as specify the Services to be performed by Company and the Deliverables to be provided to Client, any other performance requirements, applicable fees, and any other terms and conditions that the parties deem applicable to the provision of the contemplated Services. Each SOW shall be part of this Agreement when executed by Company and Client. In the event of a conflict between this Agreement and the SOW, the terms of the SOW shall apply and prevail.

1.6 “Subsidiary” of a party means any other entity that, directly or indirectly, controls, is controlled by, or is under common control with, such party. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity and the power to direct or cause the direction of the management and policies of such entity.

2. DUTIES OF COMPANY. Client is retaining Company to provide Services under a SOW(s). Company shall provide the Services and the Deliverables in accordance with the terms and conditions of each SOW and this Agreement. Unless otherwise provided in the applicable SOW, Company will provide software access, resources, management, support, tools, and technical expertise required for the provision and performance of the Services as outlined in any SOW.

3. ACCEPTANCE OF SERVICES. By subscribing to the Company’s Services, the Client acknowledges that they have assessed and determined that the Services meet their requirements. All sales are final, and there are no refunds or exchanges once the Client has onboarded. The Client accepts the Services upon onboarding, and any right to contest such acceptance is automatically and irrevocably waived. The Company will ensure that the Services comply with the applicable SOW, but no further adjustments or refunds will be provided after the onboarding process is completed.

4. CHANGE REQUEST PROCESS.

4.1 Change Request Identified. During the course of the Project a new scope may occur that requires the baseline for scope, schedule, and budget to be modified. The following outlines the Company’s approach for managing, communicating, and obtaining approval of proposed changes. If the Client identifies a new scope that has an impact upon the schedule, or budget of the Project (collectively, “Change Event”), the Client is required to immediately notify the Company in writing that a Change Event has been identified. The parties agree that any additional hours will be billed at the same resource rates as the agreed upon scope, on a time and materials basis.

4.2 Change Request Prepared. Once the Change Event has been identified, the Company will prepare a written change request (“CR”). At a minimum, the CR will include:

(a) Description of the new scope;

(b) Proposed change or resolution; and

4.3 Change Request Review. The Company will review the CR with the Client and, in its sole discretion, determine whether the CR necessitates a separately negotiated agreement or whether a written consent of scope change will be sufficient. The Company will not perform any new Services until either the written consent of scope change is signed by Client or a new Agreement has been negotiated and signed by Client.

5. ACCOUNT FEES AND CHARGES.

5.1 The Client shall establish an account with the Company, which will be subject to the following fees and charges:

(a) Setup Fee: An initial setup fee will be charged based on the type of account selected by the Client. The specific amount of the setup fee will be outlined in the applicable SOW or as otherwise communicated by the Company.

(b) Subscription Fee: The Client shall select between a monthly or annual SaaS subscription plan, with the corresponding subscription fee charged accordingly. The chosen subscription plan and its fee will be detailed in the applicable SOW or as otherwise communicated by the Company.

(c) Communications Fee: A recurring fee will be automatically debited from the Client’s payment method based on their usage of communication services within the system. This consumption-based fee will be charged when the balance falls below a specified threshold and is calculated according to the Client's actual usage.

(d) Add-Ons Fee: A separate recurring fee will be charged for any add-on services the Client subscribes to. This fee is a fixed amount and will be billed on a regular basis, as outlined in the applicable subscription document for each add-on service.

5.2 The Client agrees to maintain valid payment information on file with the Company to cover all fees and charges associated with their account.

6. REFUND POLICY AND ACKNOWLEDGEMENT.

6.1 Non-Refundable Fees. The Client acknowledges and agrees that all fees related to Setup Fee, Subscription Fee, and Recurring Communications/Add-Ons Fee are non-refundable. All Services provided are prepaid and non-refundable. The Client agrees that they shall not be entitled to any refunds or credits under any circumstances.

6.2 Waiver. The Client waives any and all rights to contest or claim refunds for any fees paid, acknowledging that all Services are prepaid and non-refundable as outlined in this Agreement and a SOW.

7. ISSUE RESOLUTION AND SUPPORT.

7.1 In the event of any issues or concerns regarding the Services, the Client must contact the Company’s support team at [email protected]. The Company will use commercially reasonable efforts to resolve any issues raised by the Client. The Client agrees that resolution of any issues does not entitle them to a refund or credit.

7.2 The Company will provide the Client with access to professional counsel and support in connection with the Services. This includes, but is not limited to, instructional videos, documentation, and guidance.

7.3 The Company offers 24/7 technical support to assist the Client with any questions or issues related to the Services. Support will be available through the in software live chat. Email/text/ticketing support is available from Monday to Friday from 8:00 am to 7:00 pm EST with a one-business-day turnaround.

7.4 The Company makes every reasonable effort to provide reasonable support. However, the Company shall not be held liable for any issues or deficiencies in the Services that arise due to the Client’s failure to adhere to the provided guidance or instructions. The Client acknowledges that it is their responsibility to follow the advice and use the resources provided. Any adverse outcomes resulting from the Client’s non-compliance or failure to implement the recommended practices will not be the responsibility of the Company.

8. PURCHASE OF ADDITIONAL SERVICES.

8.1 The Client has the option to purchase additional services additional services not stated in the SOW, including Virtual Assistant time, coaching time, projects, and products from the Company’s store. These additional services are not included in the base subscription and will be available for purchase separately.

8.2 All purchases of additional services will be documented through an addendum to this Agreement. Each addendum will detail the specific services being purchased, the associated fees, and any other relevant terms.

9. AFFILIATE RELATIONSHIPS.

9.1 The Client acknowledges and understands that many referrals to the Company may come through third-party affiliates, including but not limited to joint ventures or white label partners (the “Affiliate”). While the Company may be introduced or recommended to the Client by an Affiliate, any agreement between the Affiliate and the Company, and between the Client and the Affiliate, are separate and distinct from the Client's relationship with the Company.

9.2. Independent Relationships: The relationship between the Company and any Affiliate is governed by its own independent agreement. The terms of these agreements are not binding on the Client and do not affect the Services provided by the Company to the Client. Similarly, any agreement between the Affiliate and the Client is not binding on the Company.

9.3 No Liability for Affiliates: The Company is not responsible for any actions, representations, or omissions made by any Affiliate in relation to their separate relationship with the Client. Any claims or disputes arising between the Client and the Affiliate are solely the responsibility of those parties, and the Company will not be held liable.

9.4 Non-Exclusive Referrals: The Client understands that referrals from Affiliates are not exclusive, and the Company may enter into similar agreements with other Affiliates, clients, or third parties without affecting the terms of the Client's agreement.

9.5 No Obligation: The Client is under no obligation to enter into any additional agreement with the Affiliate, and any separate agreements between the Client and the Affiliate are independent of the Services provided by the Company.

10. CONFIDENTIALITY.

10.1 As used herein, "Confidential Information" means all information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party") that is designated in writing or identified as confidential at the time of disclosure. Receiving Party acknowledges that disclosure of the Disclosing Party’s Confidential Information may be damaging to the Disclosing Party. Company and Client, their successors, assignees, officers, directors, employees, contractors, and agents, agree that any such Confidential Information will be provided or made accessible subject to the following terms and conditions:

(a) The term “Confidential Information” includes, without limitation, any and all technical, business, financial, product, customer, sales, operational, and marketing information and data as well as other proprietary or trade secret information of a party disclosed or made accessible by the Disclosing Party to the Receiving Party, or obtained by Receiving Party in any manner or form, either prior to or during the term of this Agreement, provided that such information is marked as confidential or, if disclosed orally, is identified as confidential at the time of disclosure and confirmed in writing as confidential within a reasonable period of time following disclosure. In the case of Client, “Confidential Information” includes all Work Product (defined below) and all Client customer information.

(b) Each party will use the same degree of care to protect Confidential Information of the other party as it uses to protect its own Confidential Information of like importance, but no less than a reasonable degree of care. The Receiving Party will not disclose any of the Disclosing Party’s Confidential Information to any person or entity, except that the Receiving Party may disclose the Disclosing Party’s Confidential Information or portions thereof to its directors, officers, employees, contractors, and attorneys (collectively, the “Representatives”) who need to know such information for the purpose of providing or receiving the Services and/or Deliverables or Work Product under a SOW and who also agree to be bound by the confidentiality provisions of this Agreement as if they are parties to this Agreement or are otherwise bound by contractual, statutory, fiduciary, or other enforceable confidentiality obligations. The Receiving Party will be responsible for any breach of this Agreement by it or any of its Representatives.

(c) The Receiving Party shall not be in violation of this Agreement for disclosing Confidential Information of the Disclosing Party if the disclosure is made pursuant to: (a) subpoena, court order, or judicial process; or (b) federal or state law or regulation compelling such disclosure, provided, in each case, that the Receiving Party shall, to the extent legally permissible, promptly provide prior written notice to the Disclosing Party of such intended disclosure and cooperate with any efforts by the Disclosing Party to prevent or limit such disclosure.

(d) Each party acknowledges that any actual or threatened unauthorized use or disclosure of the other party’s Confidential Information could cause the Disclosing Party irreparable harm that cannot be remedied in monetary damages in an action at law. Accordingly, in the event of any such expected or actual unauthorized use or disclosure, the Disclosing Party shall be entitled to seek immediate injunctive relief, without having to post a bond or other security, in addition to any other legal or equitable remedies.

11. REPRESENTATIONS AND WARRANTIES. Company represents and warrants the following: (a) the performance of Company’s obligations under this Agreement including any SOW will be in a diligent and professional manner consistent with industry standards reasonably applied to the performance of such work; and (b) Company’s execution of this Agreement and any SOW, performance of any of the Services, and provision of any Deliverables, do not and will not breach any other agreement or obligation to which Company is or was a party.

12. OWNERSHIP AND LICENSE.

12.1 Client Intellectual Property. To the extent that Company’s performance of Services requires the use of any of the Client’s intellectual property, Client grants to Company a revocable license during the term of this Agreement to use the Client’s intellectual property for the purpose of providing the Services and/or Deliverables to Client in accordance with a SOW.

12.3 Client acknowledges that, in developing and/or furnishing a SaaS or a Deliverable, Company may utilize pre-existing proprietary methodologies, tools, templates, models, software, procedures, documentation, know-how, and processes owned by Company and developed prior to the Effective Date (“Company Materials”). Client further acknowledges that Company may modify or improve the Company Materials during the course of providing the Services. Client agrees that all such modifications or improvements shall be included within the meaning of “Company Materials”, unless otherwise specifically agreed by the parties.

13. FEES FOR SERVICES PERFORMED.

13.1 Client shall pay Company the amounts determined in accordance with the fees (”Fees”) set forth in Section 5 and in a SOW. Each SOW may include a maximum amount payable for the performance or provision of Services under such SOW. All invoices are due NET 15, fifteen days from invoice date. Client shall reimburse Company for reasonable and necessary out of pocket expenses that are incurred and actually paid by Company in the performance of Services under the SOW. All approved expenses shall be invoiced on a straight pass-through basis without any markup of any kind.

13.2 Payment shall be remitted to Company through ACH, EFT, or credit card via information provided to Client during on-boarding. Payments made by credit card must be through Company’s approved merchant and will include a convenience fee of up to the current prevailing rates, which will be applied at the time of the transaction.

13.3 Company reserves the right to suspend Services at any time if payment is not made within the required time. In the event that Company is required to pursue payment through retainment of counsel or a collection service, reasonable costs of collection (including attorneys’ fees) will be incurred by and be the responsibility of the Client. All unpaid balances outstanding over thirty days will incur an interest charge of 2% per month or the maximum permissible under Florida law whichever is greater.

13.4 Company may bill Client for applicable sales, use, value added, excise, gross receipts, or any other taxes levied against or upon the provision of the Services or Deliverables to Client by Company in connection with its performance under this Agreement or any SOW.

14. INDEPENDENT CONTRACTOR. Company is an independent contractor. Under no circumstances shall any employee of one party be deemed to be the employee of the other for any purpose. Nothing herein shall be construed as creating or implying a joint venture, agency, employer-employee, or partnership relationship between the parties. Company is solely responsible for all of its own employee benefits, taxes, withholding, workers’ compensation insurance, and all other similar statutory obligations related to this Agreement and any SOW.

15. REVISIONS. This Agreement and any SOW may only be modified or amended by written agreement signed by both parties. If Client requests or Company recommends changes to any SOW, Company will provide Client with a written proposal as set forth in Section 4.

16. TERM. This Agreement will commence on the Effective Date and will continue in effect until terminated as provided in this Agreement or for the period of any incomplete SOW in existence on the expiration date, whichever is later.

17. TERMINATION.

17.1 The parties may terminate this Agreement at any time, with or without cause, by giving at least 15 calendar days’ written notice. Upon termination, the Client shall be obligated to pay for all Services and Deliverables performed and those scheduled to be performed by the Company up to the date specified in the SOW.

17.2 Notwithstanding the foregoing, Client may not terminate any SOW before Company has completed that SOW unless: (a) Company has materially breached its obligations under the SOW; (b) Client has provided to Company written notice of such material breach; and (c) Company has failed to cure such material breach within 15 calendar days after Company’s receipt of such written notice.

18. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR REVENUE, OR ANY OTHER INDIRECT DAMAGES AS A RESULT OF A BREACH OF THIS AGREEMENT OR ANY SOW, OR FOR ANY DEFECTS OR LIMITATIONS IN ANY THIRD-PARTY SOFTWARE. IN ANY EVENT, COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO COMPANY UNDER THE RELEVANT SOW.

19. NON-SOLICITATION: Client agrees that during the term of this Agreement (and for a period of 12 months thereafter) Client will not, without Company’s prior written consent, solicit directly, or have any role in initiating, inducing, or attempting to influence any employee or Subsidiary of Company to terminate his/her business relationship with Company.

20. CALIFORNIA CONSUMER PROTECTION ACT (“CCPA”): To the extent Company receives personal information on the Client’s behalf that is subject to the CCPA, Company (i) certifies that it understands and will comply with its obligations as a service provider under the CCPA, and (ii) will not (a) sell such personal information or (b) retain, use, or disclose such personal information other than for the specific business purpose of performing the services for Customer as contemplated under the Agreement or as otherwise permitted by the CCPA. The terms used in this Section have the meanings given under the CCPA.

21. DISPUTE RESOLUTION: If a dispute arises out of or in connection with this agreement or the performance, validity, or enforceability of it (“Dispute”) then, a party shall give to the other a written notice of Dispute, setting out its nature in full particulars (“Dispute Notice”), together with relevant supporting documentation. On Service of the Dispute Notice, an authorized representative of both parties shall attempt in good faith to resolve the Dispute. The parties understand and agree that the commencement of a Dispute Notice shall not prevent the parties from commencing or continuing court proceedings.

22. GENERAL.

22.1 Notices. All notices provided under this Agreement must be in writing and sent via mail, overnight courier service, or email. All notices shall be sent to the respective addresses set forth above (or, if not specified, to the party’s headquarters address), such other address as a party may designate in compliance with this provision, or the email addresses set forth in the signature blocks. Unless otherwise designated by Company, all notices to Company will be sent to Company’s signatory at the above address.

22.2 Choice of Law. This Agreement and any claim, controversy, right, obligation, or dispute arising under or related to this Agreement or any SOW, the relationship of the parties, and/or the interpretation and enforcement of the rights, performance obligations, and/or duties of the parties shall be governed by and construed in accordance with the laws of the United States and the State of Florida, without regard to conflicts of laws principles. The parties irrevocably and unconditionally consent to the exclusive jurisdiction and venue of the state or federal courts in Hillsborough County, Florida.

22.3 Waiver. Any waiver of any right, obligation, or remedy under this Agreement must be in writing and signed by each party. No delay in exercising any right, obligation, or remedy shall operate as a waiver of such right, obligation, or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right, obligation, or remedy on any future occasion.

22.4 Assignment. Neither this Agreement nor any rights or duties under this Agreement or any SOW shall be assigned, delegated, or otherwise transferred by Client (by operation of law or otherwise) without the prior written consent of Company. This Agreement and any SOW shall bind and inure to the benefit of the successors and permitted assigns of the parties.

22.5 Enforceability. If any provision of this Agreement or any SOW is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable, or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this Agreement or any SOW is substantially impaired for either party, then the affected party may terminate this Agreement or the affected SOW by prompt written notice to the other party.

22.6 Force Majeure. If performance of this Agreement or any obligation under this Agreement is materially affected, prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages, or other labor disputes, supplier failures, pandemic, or public health advisory. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or subsidiaries.

22.7 Entire Agreement; Amendments. This Agreement and all SOWs and exhibits are the complete agreement between the parties concerning the subject matter of this Agreement and such SOW(s) and replace any prior verbal or written communications and agreements between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement, including any SOW, may be amended, supplemented or modified only by a writing signed by both parties.

22.8 No Third-Party Beneficiaries. Except as expressly set forth herein, nothing expressed or referred to in this Agreement or any SOW shall be construed to give any person or entity other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any SOW or any provision of this Agreement or any SOW. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement.

22.9 Counterparts/Electronic Signatures. This Agreement including any SOW may be executed in one or more counterparts each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument. This Agreement and any SOW may be executed and delivered by facsimile, emailed PDF, or electronic signature, and the parties agree that such facsimile/PDF/electronic execution and delivery shall have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile/PDF/electronic signatures as evidence of the execution and delivery of this Agreement including any SOW by all parties to the same extent that an original signature could be used.

22.10 Interpretation of Agreement. This Agreement as well as any SOW will be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there will be no presumption or inference against the party drafting this Agreement or any SOW, and any ambiguities in this Agreement or any SOW will not be construed against the drafting party in construing or interpreting any of the provisions.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives to be effective and binding as of the Effective Date.

CLIENT:

By Signing the Terms and Conditions here and the check box at checkout I acknowledge acceptance of this SaaS agreement. The scope of work will be completed in the next section when I choose an onboarding package.

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