Master Service Agreement

Construction Document Conflict Detection Services

Effective Date: April 1, 2026  |  Last Updated: August 30, 2026

This Master Service Agreement (“Agreement” or “MSA”) governs the provision of services by Flikt.AI to the entity or individual (“Customer” or “Client”) that accepts this Agreement by creating an account, purchasing a subscription, or engaging Flikt.AI for project-based services through the Platform.

1. Services

1.1 Scope

Flikt.AI shall provide AI-powered construction document conflict detection services (“Services”) as described in the Customer's selected subscription plan or project-based engagement. For enterprise engagements, a separate Statement of Work (“SOW”) may be executed to define specific project scope.

1.2 Service Description

Services include, but are not limited to: (a) AI-powered analysis of PDF construction documents across multiple disciplines; (b) identification and prioritization of coordination conflicts; (c) generation of conflict reports with resolution guidance; (d) platform access for collaboration and document management; and (e) support services as specified in the applicable subscription plan or SOW.

1.3 Service Limitations

Customer acknowledges that: (a) Flikt.AI's Services are supplemental to, and do not replace, professional design review, coordination, and quality assurance obligations of design professionals and contractors; (b) AI-powered analysis, while highly accurate, may not identify every conflict in every circumstance; and (c) Flikt.AI does not guarantee the elimination of all construction rework or field conflicts.

1.4 Performance Standard

Flikt.AI shall perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards for AI-powered document analysis services.

2. Customer Obligations

2.1 Document Submission

Customer shall provide complete, current, and accurate construction documents in PDF format as required for analysis. Customer acknowledges that the quality and completeness of submitted documents directly impacts the accuracy of conflict detection results.

2.2 Authorization

Customer represents and warrants that it has all necessary rights, licenses, and authorizations to submit the construction documents for analysis, and that such submission does not violate any third-party rights, including intellectual property rights of design professionals.

2.3 Cooperation

Customer shall reasonably cooperate with Flikt.AI, including providing timely responses to support inquiries and ensuring submitted documents are complete and accurate.

2.4 Professional Review

Customer shall maintain its own professional design review processes and shall not rely solely on Flikt.AI's conflict detection services as a substitute for professional coordination review.

3. Fees & Payment

3.1 Fees

Customer shall pay Flikt.AI the fees applicable to Customer's selected service plan. Flikt.AI offers the following pricing structures:

3.1(a) Subscription Plans

Monthly or annual subscription plans providing a defined number of pages per month for conflict detection analysis. Current subscription tiers, pricing, and included page volumes are published on the Platform and may be updated from time to time. Annual subscriptions are billed in advance at a discounted rate.

3.1(b) Per-Project Pricing

For customers who do not maintain a subscription, Flikt.AI offers per-project analysis at published per-page rates, subject to a minimum project fee. Current per-project rates are published on the Platform.

3.1(c) Specification Review

Specification document review is included in the Services; specification pages are billed at published rates based on document volume.

3.2 Payment Terms

All payments are processed through Stripe, Inc. By purchasing a subscription or project-based service, you authorize Flikt.AI to charge your selected payment method (credit card, ACH, or wire transfer) for the applicable fees.

3.2(a) Subscriptions

Monthly subscriptions are billed on the same date each month. Annual subscriptions are billed in full upon purchase. Subscriptions automatically renew unless canceled at least seven (7) days before the next billing date.

3.2(b) Per-Project Services

Per-project fees are due in full upon submission of documents for analysis.

3.2(c) Overage Charges

If a subscription customer exceeds their monthly page allocation, overage charges will apply at the per-page overage rate specified in the customer's subscription plan. Overage charges are billed at the end of the billing cycle.

3.3 Late Payment

Invoices not paid within thirty (30) days of the invoice date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Flikt.AI reserves the right to suspend Services for accounts more than forty-five (45) days past due.

3.4 Taxes

Fees are exclusive of all taxes. Customer is responsible for all applicable sales, use, and other taxes, excluding taxes based on Flikt.AI's income.

3.5 Refunds

Monthly subscription fees are non-refundable. Annual subscription customers who cancel mid-term are not entitled to a pro-rata refund unless otherwise required by law. Except as provided in Section 3.6, per-project fees are non-refundable once document analysis has commenced.

3.6 First Project Satisfaction Guarantee

Customer's first project under this Agreement — the first project for which Customer pays a per-project fee — is covered by a satisfaction guarantee. If Customer is not satisfied with the report for that project, for any reason or no reason, Customer may request a refund within thirty (30) days of report delivery, and Flikt.AI will refund all fees paid for that project, including document review and additional sheet charges. No explanation, documentation, or return of materials is required. Refunds are issued to the original payment method within ten (10) business days of the request. Upon refund, ownership of the Deliverables under Section 5.3 does not vest; Customer may nonetheless retain and continue to rely on any findings already incorporated into the Project. This Section applies only to Customer's first per-project engagement and does not apply to subsequent projects, subscription fees, or overage charges.

4. Confidentiality

4.1 Definition

“Confidential Information” means all non-public information disclosed by either Party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: construction documents, project data, pricing, business plans, customer lists, proprietary algorithms, and AI model architectures.

4.2 Obligations

Each Party shall: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; (c) use it solely for the purposes of this Agreement; and (d) protect it with no less care than it uses for its own confidential information, but in no event less than reasonable care.

4.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

4.4 Survival

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

5. Intellectual Property

5.1 Customer IP

Customer retains all rights, title, and interest in and to its construction documents, project data, and all other materials provided to Flikt.AI. The license granted to Flikt.AI is limited to the scope necessary to perform the Services.

5.2 Flikt.AI IP

Flikt.AI retains all rights, title, and interest in and to: (a) the Platform, including all software, algorithms, AI models, and related technology; (b) all methodologies, processes, and know-how developed or used in performing the Services; and (c) all improvements, modifications, and derivative works of the foregoing.

5.3 Deliverables

Upon full payment, Customer shall own the conflict detection reports and analysis deliverables produced specifically for Customer's project (“Deliverables”). Flikt.AI retains a perpetual, non-exclusive license to use anonymized and aggregated data derived from the Deliverables to improve its AI models and services.

5.4 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services (“Feedback”), Flikt.AI may freely use such Feedback without obligation or compensation.

6. Representations & Warranties

6.1 Mutual

Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) its performance will not violate any other agreement to which it is a party.

6.2 Flikt.AI Warranty

Flikt.AI warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. If Services fail to meet this warranty, Customer's sole remedy is re-performance of the non-conforming Services at no additional charge, provided Customer notifies Flikt.AI within fifteen (15) days of delivery.

6.3 Disclaimer

7. Indemnification

7.1 By Flikt.AI

Flikt.AI shall indemnify, defend, and hold harmless Customer from third-party claims alleging that the Platform or Services infringe any valid intellectual property right, provided Customer promptly notifies Flikt.AI and grants reasonable cooperation.

7.2 By Customer

Customer shall indemnify, defend, and hold harmless Flikt.AI from third-party claims arising from: (a) Customer's unauthorized submission of construction documents; (b) Customer's sole reliance on the Services without maintaining independent professional review; or (c) Customer's breach of this Agreement.

8. Limitation of Liability

8.1 Cap

8.2 Exclusion

8.3 Essential Purpose

9. Term & Termination

9.1 Term

This Agreement is effective upon your acceptance and continues for so long as you maintain an active account or subscription with Flikt.AI.

9.2 Termination by Customer

You may terminate this Agreement at any time by canceling your subscription and closing your account through the Platform. Cancellation takes effect at the end of the current billing period.

9.3 Termination by Flikt.AI

Flikt.AI may terminate or suspend your access immediately upon written notice if you: (a) materially breach this Agreement and fail to cure within fifteen (15) days of written notice; (b) fail to pay fees when due; or (c) become insolvent, file for bankruptcy, or cease operations.

9.4 Effect of Termination

Upon termination: (a) all outstanding fees for Services rendered become immediately due; (b) Customer's platform access will be deactivated; and (c) Customer may request deletion of uploaded documents and project data by contacting [email protected], and Flikt.AI will process such requests within thirty (30) days, subject to any legal retention obligations and Flikt.AI's right to retain anonymized and aggregated data per Section 5.3. Sections 4, 5, 7, 8, and 10 shall survive termination.

10. General Provisions

10.1 Governing Law

This Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law principles.

10.2 Dispute Resolution

Disputes shall first be subject to good faith negotiation for thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

10.3 Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, pandemics, government actions, or internet outages.

10.4 Assignment

Customer may not assign this Agreement without Flikt.AI's prior written consent. Flikt.AI may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of all or substantially all assets.

10.5 Entire Agreement

This Agreement, together with any executed SOWs, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter.

10.6 Amendments

Flikt.AI reserves the right to update this Agreement from time to time. Material changes will be communicated via email to registered users or by prominent notice on the Platform. Continued use of the Platform following such modifications constitutes acceptance of the updated terms.

10.7 Severability

If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.8 Notices

All notices shall be in writing and delivered by email with confirmation to the email address associated with your account, or to [email protected] for notices to Flikt.AI.

10.9 Waiver

Failure to enforce any provision shall not constitute a waiver of future enforcement.

10.10 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

10.11 Language; Controlling Version

This Agreement is drafted and executed in the English language. Flikt.AI may provide translations of this Agreement or related materials for the Customer's convenience. In the event of any conflict, inconsistency, or ambiguity between the English-language version and any translated version, the English-language version shall govern and control. Any translation is provided solely as a convenience, is not legally binding, and shall have no legal effect on the interpretation or enforcement of this Agreement.

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