Master Service Agreement

This MASTER SERVICES AGREEMENT ("Agreement"), along with each executed Service Order and the additional component documents listed herein, constitutes a binding agreement between FifthBoston.Services ("Provider"), a division of FifthBoston Holdings, and the entity identified in the Service Order ("Customer"). The purpose of this Agreement is to set forth the terms and conditions by which Provider delivers specific solutions, including but not limited to Colocation Services, AI Compute Resources, Autonomous Agent Deployment, and access to the Company Network and Data Center capabilities.

1. DEFINITIONS

For purposes of this Agreement the following defined terms shall be used:

• “AI Services” means the suite of artificial intelligence tools, models, and autonomous agents provided or hosted by Provider, including inference endpoints, model fine-tuning services, and agentic orchestration layers.
• “Acceptable Use Policy” (AUP) means the governing policy regarding acceptable practices for using the Provider’s infrastructure, AI models, and Internet access, as published on Provider’s website.
• “Agreement” means this Master Services Agreement, including by incorporation all Service Orders, Service Level Agreements (SLAs), and Data Center/AI Operational Procedures.
• “Autonomous Agent” means a software entity capable of performing actions, making decisions, or executing workflows with a degree of independence, deployed on Provider’s infrastructure.
• “Colocation Services” means the physical housing, power, and connectivity services provided by Provider for Customer Equipment.
• “Confidential Information” means non-public proprietary information, technical data, trade secrets, or know-how, including but not limited to model weights, training datasets, and agent configuration files.
• “Customer Data” means all data, content, and information (including text, images, and other signals) submitted by Customer to the AI Services or stored on Customer Equipment.
• “Customer Equipment” means the hardware, servers, and peripherals provided by Customer to be located in the Data Center.
• “Data Center” means the physical facility designated on the Service Order where Customer Space or Provider’s AI Compute Infrastructure is located.
• “Inference” means the process of running data through a machine learning model to generate an output.
• “Infrastructure” means the physical and virtual resources, including the Company Network, Data Center power/cooling, and AI Compute clusters (GPUs/TPUs).
• “Output” means the data or content generated by the AI Services or Autonomous Agents in response to Customer Inputs.
• “Provider” means FifthBoston.Services.
• “Service Order” means the ordering document specifying the Services (Colocation, AI, or Connectivity) to be provided, pricing, and Term.

2. SCOPE OF SERVICES

(a) Hybrid Infrastructure Model: Provider offers a unified infrastructure platform combining physical Colocation Services with advanced AI capabilities. Customer may utilize the Data Center for physical equipment hosting while simultaneously leveraging Provider’s high-performance AI Compute resources for model training and inference.

(b) AI & Autonomous Agents: Provider grants Customer access to its AI Services and/or constructs custom Autonomous Agents as specified in the Service Order. Provider acts as the facilitator of the underlying compute and orchestration layer. Customer acknowledges that Autonomous Agents operate based on probabilistic models and their actions are determined by the parameters and goals defined by Customer.

3. CUSTOMER CHARGES & BILLING

(a) Recurring Charges: Monthly Recurring Charges (MRC) for Colocation (Space/Power) and AI subscriptions (e.g., "Agent-as-a-Service" fees) are billed in advance. Usage-based charges (e.g., Token consumption, Compute hours, Bandwidth overages) are billed in arrears.

(b) Integration & Setup: Non-recurring charges (NRC) for deployment of custom agents, cross-connects, or rack installation are due upon execution of the Service Order.

(c) Payment Terms: All invoices are due net-30 days from the invoice date unless otherwise specified. Late payments accrue interest at 1.5% per month or the maximum allowed by law.

4. TERM AND TERMINATION

(a) Term: This Agreement commences on the Effective Date and continues through the expiration of all active Service Orders.

(b) Termination for Cause: Either party may terminate if the other commits a material breach (including non-payment) not cured within 30 days of notice.

(c) Termination of AI Services: Provider reserves the right to immediately suspend AI Services if Customer’s usage of Autonomous Agents poses a security risk, violates safety protocols, or attempts to bypass guardrails (jailbreaking).

5. DATA CENTER OPERATIONS & ACCESS

(a) Access: Physical access to Customer Space is governed by the Colocation Access Procedures. AI Compute clusters are restricted areas and generally not accessible to Customers physically unless verified for specific "Bare Metal" access tiers.

(b) Power & Cooling: Provider guarantees power availability and environmental controls as per the SLA. Customer may not exceed the power density specified in the Service Order without prior written approval.

6. AI SERVICES & DATA RIGHTS

(a) Ownership of Inputs & Outputs: As between the parties, Customer retains all ownership rights in Customer Data (Inputs). Subject to full payment of fees, Customer owns all rights, title, and interest in and to the Outputs generated by the AI Services for their specific use case.

(b) Use of Data for Improvement: Unless explicitly opted out in a bespoke Enterprise agreement, Provider may use anonymized usage patterns and meta-data to improve the efficiency, safety, and performance of the underlying AI orchestration layer. Provider does not train foundational models on Customer’s proprietary confidential data without express consent.

(c) AI Disclaimer: Customer acknowledges that: (i) AI Services may generate Outputs that are inaccurate, offensive, or inappropriate ("Hallucinations"); (ii) Outputs are unique but may not be exclusive (other customers may generate similar code or text); and (iii) Customer is solely responsible for evaluating and validating all Outputs before use, especially in critical production environments.

7. AUTONOMOUS AGENT LIABILITY & SAFEGUARDS

(a) Operational Responsibility: When deploying Autonomous Agents, Customer defines the "Mission" and "Constraints". Customer assumes full liability for the actions taken by an Agent within those parameters. Provider serves as the infrastructure carrier and is not liable for downstream business decisions made by the Agent (e.g., executing trades, purchasing inventory, sending communications) if the Agent was operating within the Customer's authorized scope.

(b) Guardrails: Customer agrees not to attempt to modify, disable, or circumvent safety filters or safety agents embedded within the Service.

(c) Human-in-the-Loop: For high-stakes operations, Customer agrees to maintain a "Human-in-the-Loop" workflow to approve critical Agent actions. Failure to do so is at Customer's sole risk.

8. INDEMNIFICATION

(a) By Customer: Customer shall indemnify and hold harmless Provider against claims arising from: (i) Customer's use of AI Services in violation of law or rights of third parties; (ii) Harm caused by Autonomous Agents due to unsafe configuration by Customer; (iii) Physical damage to the Data Center caused by Customer or its personnel.

(b) By Provider: Provider indemnifies Customer against claims that the core Provider Platform (excluding Third Party Models) infringes a third party's IP rights.

9. LIMITATION OF LIABILITY

(a) Cap: EXCEPT FOR INDEMNIFICATION OBLIGATIONS, EITHER PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

(b) Exclusion: NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA LOSS. IN THE CONTEXT OF AI SERVICES, PROVIDER IS NOT LIABLE FOR ERRORS IN DECISION-MAKING BY AUTONOMOUS AGENTS UNLESS CAUSED BY PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE UNDERLYING INFRASTRUCTURE.

10. SECURITY & COMPLIANCE

Provider maintains rigorous physical and digital security measures (SOC 2 Type II compliant). However, Customer is responsible for encrypting sensitive data at rest and in transit and for managing access credentials to the Agent Platform.

11. GOVERNING LAW

This Agreement is governed by the laws of the State of Massachusetts (reflecting FifthBoston's HQ), without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Changes must be made in writing and signed by authorized representatives of FifthBoston.Services.