MASTER SERVICES AGREEMENT

1. DEFINITIONS

“Acceptance Criteria” means the ideal customer profile and screening criteria agreed by the parties in writing (including target profile, seniority, minimum meeting duration, and disqualifiers) against which Atrios screens every Lead. The Acceptance Criteria are maintained separately from this Agreement and may be updated at any time by mutual written agreement, which may be given in the parties’ shared communication channel, without amending this Agreement or the Order Form.

“Accepted Lead” means a Lead that Atrios has screened against the Acceptance Criteria, accepted, and booked into Client’s calendar. A Lead is in accepted status from the moment the meeting is booked, and remains an Accepted Lead unless Client successfully disputes it under Section 2.

“Activation Date” means the date on which Client’s account becomes active: Client’s profile is live on the Atrios Platform, Client’s scheduling calendar is connected, and Client’s first payment is received.

“Atrios Platform” means the proprietary online marketplace facilitating business introductions and meetings, including its data, algorithms, software, and documentation, as updated from time to time.

“Balance” means the prepaid credit balance Client maintains with Atrios, from which the Bounty for each Accepted Lead is deducted.

“Billing Cycle” means each successive thirty (30) day period beginning on the Activation Date. Billing Cycles run from the Activation Date and are not aligned to the calendar month.

“Bounty” means the amount deducted from Client’s Balance for each Accepted Lead, as set in Client’s company profile on the Atrios Platform or otherwise agreed by the parties in writing, and as increased from time to time under Section 3.

“Calibration Period” means the first three (3) months following the Activation Date, during which the parties actively refine the Acceptance Criteria, as set forth in Section 2.

“Closed-Won Bounty” means an additional one-time amount payable by Client in respect of an Introduced Party that becomes a paying customer of Client, in the amount set by Client and agreed by the parties in writing separately from this Agreement.

“Initial Term” means the twelve (12) month period beginning on the Activation Date.

“Introduced Party” means any Accepted Lead with whom Client has held a meeting arranged through Atrios, the Platform, or the Services. A person or entity is not an Introduced Party if, prior to the introduction, Client had a pre-existing relationship with it or it already appeared in Client’s CRM or pipeline records.

“Invoice Amount” means the amount Atrios invoices each time Client’s Balance is replenished, as set forth in the Order Form and as increased from time to time under Section 3.

“Lead” means any person or entity introduced, or proposed to be introduced, to Client through the Atrios Platform or the Services.

“Maximum Monthly Spend” means the most Atrios will invoice Client for Balance replenishment in any Billing Cycle, as set forth in the Order Form and as increased from time to time under Section 3. The Platform Fee is not counted toward it.

“Order Form” means the Standard Commercial Terms in Schedule A, as increased by Client under Section 3, or, where the parties have signed a separate ordering document referencing this Agreement, that document.

“Platform Fee” means the fixed recurring fee for access to the Atrios Platform, billed each Billing Cycle, as set forth in the Order Form. It is billed separately from the Balance and does not generate credits.

“Rejected Lead” means a Lead that (a) Atrios screens out at filtration because it does not meet the Acceptance Criteria, (b) Client declines in good faith before the meeting is scheduled, or (c) Client successfully disputes under Section 2. A Rejected Lead carries no Bounty and nothing is deducted from Client’s Balance.

“Renewal Term” means each successive twelve (12) month period following the Initial Term, as set forth in Section 7.

“Replenishment Threshold” means the Balance level at or below which Atrios invoices the Invoice Amount to replenish the Balance, as set forth in the Order Form and as increased from time to time under Section 3.

“Services” means provision of access to the Atrios Platform and network to facilitate business introductions and meetings on a best-efforts basis, as described in the applicable Order Form. The Services include Dormant Tastemaker Activation, under which Atrios activates referrers within Client’s existing network as an introduction channel.

“Term” means the Initial Term together with any Renewal Terms.

2. SERVICES

Atrios shall provide Client access to the Services as described in the applicable Order Form. Nothing in this Agreement or the Order Form constitutes a guarantee of any minimum number of meetings, introductions, or outcomes. The Platform Fee is charged for access to the Platform and is not contingent on the number of Leads introduced.

Filtration. Atrios screens every Lead against the Acceptance Criteria before any introduction is made. The outcome is binary: a Lead is either accepted by Atrios or rejected by Atrios, determined objectively against the Acceptance Criteria and the Lead’s intake survey. A Rejected Lead is not introduced to Client and no Bounty is charged.

Before any meeting is booked, Atrios will share with Client the proposed Lead’s intake survey, including the brand, operator, and stated reason for connecting. Client may decline any proposed Lead in good faith before the meeting is scheduled; a declined Lead is a Rejected Lead and no Bounty is charged.

Acceptance Criteria. The parties will agree the initial Acceptance Criteria in writing on or before the Activation Date. Because the Acceptance Criteria are operational and expected to change, they are not set forth in this Agreement or the Order Form.

Calibration Period. During the Calibration Period, the parties will work together to refine the Acceptance Criteria so that introductions reliably match Client’s target profile. Either party may propose adjustments at any time; adjustments take effect upon the mutual written agreement of both parties, which may be given in the parties’ shared communication channel. Following the Calibration Period, the Acceptance Criteria continue to be amendable by mutual written agreement.

Lead Disputes. Client may dispute an Accepted Lead by notifying Atrios within twenty-four (24) hours after the scheduled meeting time on either of the following grounds, which are the only grounds on which a Lead may be disputed:

• the Lead materially misrepresented themselves, their company, or their role on the intake survey; or
• the Lead failed to attend the meeting.

Where the dispute is accepted, the Lead becomes a Rejected Lead and no Bounty is deducted from the Balance. Absent notice within that period, the Lead remains an Accepted Lead and the Bounty is deducted and earned.

Whether a Lead meets the Acceptance Criteria is determined by Atrios at filtration and is not a ground for dispute after a meeting has been booked. Where Client considers that the Acceptance Criteria are producing the wrong Leads, the remedy is to adjust the Acceptance Criteria under the Meeting Feedback provision below.

Meeting Feedback. The parties will maintain an open and direct line of communication throughout the engagement. Client will give Atrios feedback on each meeting, and the parties will use that feedback to refine the Acceptance Criteria and improve meeting quality. Adjustments take effect upon mutual written agreement, which may be given in the parties’ shared communication channel.

3. FEES, BALANCE AND BILLING

Billing Cycle. Billing runs in thirty (30) day cycles from Client’s Activation Date. Cycles are not aligned to the calendar month.

Platform Fee. Client shall pay the Platform Fee set forth in the Order Form in advance on the first day of each Billing Cycle throughout the Term. The Platform Fee is fixed for the Term, is billed separately from the Balance, adds no credits to the Balance, and is not counted toward the Maximum Monthly Spend.

Prepaid Balance. Client funds a Balance in advance. The Bounty for each Accepted Lead is deducted from the Balance.

When the Bounty is deducted. Nothing is deducted when a meeting is booked. The Bounty for an Accepted Lead is deducted from the Balance twenty-four (24) hours after the scheduled meeting time, and only if Client has not raised a dispute under Section 2 within that window. Where a dispute is raised and accepted, the Lead becomes a Rejected Lead and no Bounty is deducted at all. Atrios will not book a meeting where the Balance, less Bounties for Accepted Leads already booked and not yet deducted, is insufficient to cover the Bounty.

Replenishment. When the Balance falls to or below the Replenishment Threshold, Atrios invoices the Invoice Amount and adds it to the Balance. Replenishment is automatic and can occur at any point in a Billing Cycle. Once Atrios has invoiced the Maximum Monthly Spend within a Billing Cycle, no further replenishment occurs in that cycle; the next replenishment is invoiced on the first day of the following Billing Cycle, together with the Platform Fee.

When introductions pause. Introductions pause only where the Balance reaches zero after the Maximum Monthly Spend has already been reached for that Billing Cycle, or where a payment has failed. Introductions resume automatically at the start of the next Billing Cycle, or sooner if Client elects to fund the Balance directly. The Platform Fee continues to bill while introductions are paused.

Increasing the budget. The Invoice Amount, the Replenishment Threshold, and the Maximum Monthly Spend set forth in the Order Form are minimums for the Term. Client may increase any of them at any time by written notice, which may be given in the parties’ shared communication channel, without amending this Agreement or the Order Form. None of them may be reduced below the amount then in effect without Atrios’ written agreement. Unused Balance carries forward, does not expire during the Term, and is not rebilled.

Increasing bounties. Client may increase the Bounty or the Closed-Won Bounty at any time by written notice, which may be given in the parties’ shared communication channel. Neither may be reduced below the amount then in effect, and neither may otherwise be changed, without the written agreement of both parties.

Non-Refundable. Amounts paid under this Agreement, including the Platform Fee and amounts funded to the Balance, are non-refundable in all circumstances.

Closed-Won Bounty. Where the parties have agreed a Closed-Won Bounty, Client shall notify Atrios promptly when an Introduced Party becomes a paying customer of Client, and Atrios shall invoice the Closed-Won Bounty separately. The Closed-Won Bounty is a one-time amount per Introduced Party, is not a recurring revenue share, and is not deducted from the Balance.

4. PAYMENT TERMS

Client shall maintain a valid payment method on file with Atrios. Atrios will bill the Platform Fee in advance each Billing Cycle, invoice the Invoice Amount on each replenishment, and invoice any Closed-Won Bounty as it arises. Payment may be made by wire transfer, ACH, or credit card. Late payments accrue interest at 1.5% per month. Where an amount is unpaid, Atrios will notify Client and may suspend the Services if the amount remains unpaid ten (10) days after that notice. Fees exclude taxes, which will be separately invoiced; Client is responsible for all applicable taxes other than taxes on Atrios’ net income.

5. CLIENT OBLIGATIONS & REPRESENTATIONS

Client shall: (a) participate in scheduled meetings in good faith; (b) provide timely feedback on each meeting as set forth in Section 2, and accurate contact and lead information, which Client represents it has lawfully obtained and the right to share; (c) maintain an active scheduling link and authorize Atrios to book meetings on Client’s behalf; (d) comply with applicable law including CAN-SPAM; and (e) refrain from misuse, resale, or circumvention of introductions. Atrios shall not be liable for delays caused by Client’s failure to fulfill these obligations.

6. MUTUAL REPRESENTATIONS

Each party represents that it is duly organized, authorized to enter this Agreement, and will comply with applicable law, including applicable anti-corruption, economic sanctions, and export control laws.

7. TERM; TERMINATION

Activation. The Services activate on the Activation Date, when Client’s company profile is live on the Atrios Platform, Client’s scheduling calendar is connected, and Client’s initial payment is received.

Initial Term. This Agreement continues for the Initial Term of twelve (12) months from the Activation Date. The Platform Fee bills each Billing Cycle throughout the Initial Term.

Automatic Renewal. At the end of the Initial Term, and at the end of each Renewal Term, this Agreement automatically renews for a further Renewal Term of twelve (12) months on the same terms, unless Client gives Atrios written notice of non-renewal at least thirty (30) days before the end of the then-current term. The Platform Fee continues to bill each Billing Cycle throughout each Renewal Term.

Termination for Cause. Either party may terminate immediately if the other materially breaches and fails to cure within thirty (30) days of notice, or becomes insolvent.

Effect. Client remains liable for all fees accrued through the effective date of termination or expiry. Amounts paid are non-refundable. Where this Agreement ends by non-renewal and Client holds an unused Balance, Client remains listed on the Atrios Platform and continues to receive Accepted Leads until the Balance is exhausted, at no further charge, and this Agreement continues to govern that delivery. Sections 4 and 6 through 14 survive termination.

8. CONFIDENTIALITY

“Confidential Information” means all non-public proprietary information disclosed by one party to the other, including the terms of this Agreement and Atrios’ pricing, excluding information that is or becomes publicly available without breach, is received from a third party without restriction, or is independently developed. Each party will use the other’s Confidential Information only to fulfill its obligations hereunder, protect it with reasonable care, and not disclose it except to employees and advisors bound by comparable obligations. A party may disclose Confidential Information where required by law or legal process, provided it gives the other party prompt notice where legally permitted. These obligations survive termination for three (3) years. Unauthorized disclosure may cause irreparable harm entitling the disclosing party to seek injunctive relief.

9. INTELLECTUAL PROPERTY

All rights in the Services and Atrios Platform are the exclusive property of Atrios. No rights are granted to Client except as expressly stated herein. Feedback provided by Client may be freely used by Atrios without restriction. Atrios shall not use Client’s Confidential Information to train any machine learning or artificial intelligence model made available to third parties.

10. DATA PRIVACY

Each party will comply with applicable data protection law, including CCPA/CPRA, as an independent data controller. Full data processing terms are set forth in the Atrios Data Processing Addendum available at atrios.com/legal/dpa, which is incorporated herein by reference.

11. WARRANTIES

Atrios warrants that it will provide the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND ATRIOS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. The warranty above is not a guarantee of any number of Leads, meetings, or business outcomes.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID OR PAYABLE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. These limits do not apply to a party’s indemnification obligations, breach of confidentiality, gross negligence or wilful misconduct, or Client’s obligation to pay fees due.

13. INDEMNIFICATION

Client shall indemnify and hold harmless Atrios and its directors, officers, and employees from any third-party claims arising from Client’s breach of this Agreement, misconduct, negligence, violation of applicable law, or Client’s own outreach, marketing, and communications. Atrios shall indemnify and hold harmless Client from third-party claims that the Atrios Platform infringes that third party’s intellectual property rights, and from third-party claims arising from Atrios’ breach of its confidentiality obligations or its gross negligence or wilful misconduct. The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and cooperate reasonably.

14. MISCELLANEOUS

Non-Circumvention. During the Term and for twelve (12) months thereafter, Client shall not directly compensate or transact with any Introduced Party without Atrios’ prior written consent, and shall not use Atrios data or introductions to benefit a competing introduction or lead generation service. This Section does not apply to any individual or entity with whom Client had a pre-existing relationship, that appeared in Client’s CRM or pipeline records prior to the introduction, or that approaches Client independently.

Assignment. Neither party may assign this Agreement without the other’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices. To Atrios: 185 Wythe Ave F2, Brooklyn, NY 11249, Attn: Taylor Offer, taylor@atrios.com.

Entire Agreement. This Agreement and all Order Forms constitute the entire agreement and may be modified only by a writing signed by both parties, except that the Acceptance Criteria may be updated by mutual written agreement as set forth in Section 2, and the Invoice Amount, Replenishment Threshold, Maximum Monthly Spend, Bounty, and Closed-Won Bounty may be increased by Client as set forth in Section 3.

Order of Precedence. If Client and Atrios have signed a separate master services agreement or Order Form and any term of that signed document conflicts with this Agreement, the signed document controls for that Client.

Changes to this Agreement. Atrios may update this Agreement from time to time. The current version is posted at atrios.com/legal/msa, and Atrios will give Client reasonable advance notice of any material change. Changes take effect at the start of Client’s next Billing Cycle and do not apply retroactively to Leads already introduced or to a Balance already funded. The Platform Fee, Invoice Amount, Replenishment Threshold and Maximum Monthly Spend in effect for Client on the Effective Date are not increased by a change to this Agreement during the then-current Term.

Governing Law. Delaware law governs; each party submits to exclusive jurisdiction of Delaware courts.

Miscellaneous. The parties are independent contractors. Invalid provisions are severable. Waiver of a breach does not waive future breaches. This Agreement may be executed in counterparts; electronic signatures are binding. Neither party is liable for force majeure events (excluding payment obligations). Neither party will use the other’s name or logo in marketing materials without prior written consent, which may be given by email.

SCHEDULE A: STANDARD COMMERCIAL TERMS

These are the standard commercial terms for every Client accepting this Agreement online. Each figure is a starting point that Client may increase at any time under Section 3. Capitalized terms have the meanings set forth in the Agreement.

Client

The company accepting this Agreement, as named in its Atrios company profile.

Effective Date

The date of acceptance.

Initial Term

Twelve (12) months from the Activation Date. Renews automatically for successive twelve (12) month Renewal Terms unless Client gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Billing Cycle

Thirty (30) days from the Activation Date. Not aligned to the calendar month.

Platform Fee

$2,000 per Billing Cycle, billed in advance on the first day of each cycle throughout the Term. Fixed. Separate from the Balance; generates no credits; excluded from the Maximum Monthly Spend.

Invoice Amount

Invoiced each time the Balance is replenished. Minimum; may be increased by Client at any time.

Replenishment Threshold

The Balance level at or below which the Invoice Amount is charged. Minimum; may be increased by Client at any time.

Maximum Monthly Spend

Ceiling on replenishment invoicing. Minimum; may be increased by Client at any time.

Unused Balance

Carries forward, does not expire during the Term, and is not rebilled.

Bounty

Set in Client’s company profile on the Atrios Platform and agreed with Atrios before the Activation Date. Deducted from the Balance per Accepted Lead. May be increased by Client at any time.

Closed-Won Bounty

Where agreed. Amount set by Client and agreed separately in writing. One-time per Introduced Party, invoiced separately, not deducted from the Balance. May be increased by Client at any time.

Payment Method

Card or bank account on file via Stripe. Wire, ACH, or credit card.

The Acceptance Criteria, the Bounty, and any Closed-Won Bounty amount are agreed in writing between Client and Atrios (in Client’s company profile or the parties’ shared communication channel) and may be updated there without amending this Agreement.

Acceptance. By clicking “I agree” in the Atrios Platform, signing an Order Form that references this Agreement, or using the Services, Client agrees to this Agreement, including Schedule A.

Atrios, Inc. · 185 Wythe Ave F2, Brooklyn, NY 11249 · Questions: taylor@atrios.com