This Master Services Agreement (“Agreement”) governs Client’s access to and use of the Services (as
defined below) provided by Palazzo, Inc. (“Palazzo”), a Delaware corporation. By
executing an Order Form or Statement of Work (“SOW”), clicking “I Agree,” or otherwise accessing the
Services, Client agrees to be bound by this Agreement.
Client refers to the entity or individual entering into an SOW with Palazzo. Palazzo and Client may each
be referred to individually as a “Party” and collectively as the “Parties.”
1. Scope of Agreement 1.1 Purpose This Agreement governs Client’s access to and use of Palazzo’s
AI-powered visualization and customer experience tools, including the associate app, web visualization
widget, Vinci AI assistant, analytics dashboards, catalog ingestion systems, integrations, and any
related services or deliverables (“Services”).
1.2 Statements of Work Specific features, configurations, deployment phases, pricing, deliverables, and
timelines will be defined in one or more SOWs or Order Forms executed by the Parties. Each SOW is
governed by this Agreement. In the event of a conflict, the SOW controls.
2. Services Provided 2.1 Platform Access Palazzo will provide Client access to its platform, which may
include: Associate visualization app, Web visualization widget, Vinci AI personal stylist/assistant,
Analytics dashboards, Catalog ingestion, syncing, metadata processing, Maintenance and standard
support.
2.2 Implementation Services Palazzo will configure the Services based on requirements defined in the
SOW, including branding, catalog integration, UX adjustments, and standard guardrails.
2.3 Support & Maintenance Palazzo will provide ongoing maintenance, bug resolution, catalog
refreshes, and service availability in accordance with its SLA.
3. Client Responsibilities Client agrees to provide product catalog data, imagery, metadata, technical
access, ensure accuracy of catalog data, promote internal adoption, and use Services according to
guidelines.
4. Fees & Payment Terms 4.1 Fees Client shall pay all fees in the SOW including annual platform fees,
per-store licensing, usage-based renders, prepaid render packages, implementation fees.
4.2 Store Count & Pricing Store pricing is based on active store locations. Client must notify Palazzo of
new stores within 30 days. Palazzo may adjust pricing if store count increases.
4.3 Usage (Render Packages) Prepaid packages are nonrefundable. Overages billed at standard rates
unless packages are added.
4.4 Payment Terms Invoices due net 15. Late payments accrue 2 percent interest per month or
maximum allowed.
4.5 Non-Refundable Fees are non-refundable unless stated in SOW.
5. Term & Termination Agreement effective upon access or SOW execution; either Party may terminate
for convenience with 30 days’ notice; termination for cause with 15 days to cure; upon termination,
Client pays for work delivered and loses access unless agreed otherwise.

6. Data Ownership & Rights Client owns all product data, images, metadata, customer info, analytics.
Palazzo may use anonymized aggregated data. Customer-uploaded images processed only for
visualization unless opted in for training.
7. Security Palazzo uses standard encryption, access controls, monitored infrastructure; subprocessors
disclosed upon request.
8. Intellectual Property Palazzo owns all AI models, code, software; Client owns its trademarks, product
data; each party grants limited non-exclusive license solely for SOW execution; Palazzo may update
platform without materially reducing functionality.
9. Confidentiality Confidential information must be protected during the Agreement and 3 years after.
10. Publicity Client allows Palazzo to reference it as a customer unless revoked.
11. Service Levels 99 percent uptime excluding maintenance. Support response: High <6h; Medium
<24h; Low <72h.
12. Warranties & Disclaimers Palazzo will provide services professionally. Services otherwise provided
as-is.
13. Limitation of Liability Liability capped at aggregate fees under SOW. No indirect or consequential
damages.
14. Force Majeure No liability for delays beyond reasonable control.
15. Indemnification Each Party indemnifies the other for IP infringement, gross negligence, willful
misconduct, confidentiality breaches.
16. Order of Precedence SOW controls over Agreement.
17. Governing Law Delaware law governs.
18. Survival Payment, confidentiality, IP, limitation of liability, indemnification, governing law survive
termination.
19. Miscellaneous Amendments in writing; no assignment without consent; notices per SOW; invalid
provisions do