Effective July 13, 2026. This AI Services Addendum supersedes and replaces all prior versions.

Addendum to Master Services Agreement

This AI Services Addendum (“Addendum”) is entered into as of the date last signed below by and between OverclockedIT LLC (“Provider”) and the Client identified in the signature block below. This Addendum supplements the Master Services Agreement (“MSA”) between the parties. In the event of any conflict between this Addendum and the MSA, this Addendum controls with respect to AI Services. All other MSA terms remain in full force and effect.

1. DEFINITIONS

“AI Services” means any artificial intelligence, machine learning, large language model, generative AI, automation, or other AI-powered software, tools, platforms, or integrations provided by any third-party vendor independently engaged by Client, in any delivery model. AI Services do not include features embedded in software already covered under Provider’s managed services scope in the MSA.

“AI Vendor” means any third-party company independently engaged by Client to provide AI Services.

“AI Incident” means any failure, misconfiguration, error, outage, data loss, security breach, misuse, unauthorized access, or other adverse occurrence caused or contributed to by an AI Vendor or AI Services, including the insolvency or cessation of operations of an AI Vendor that results in loss of access to Client data or systems.

“Released Parties” means Provider and each of its members, managers, officers, employees, agents, subcontractors, and successors.

2. CLIENT ACKNOWLEDGMENTS

Client acknowledges and agrees as follows:

2.1 The decision to engage any AI Vendor is Client’s own independent business decision. Provider has not required or recommended any AI Vendor as a condition of service. Any advice or assistance Provider provides regarding AI Vendors is provided as an accommodation only and does not transfer responsibility to Provider for Client’s decision.

2.2 Provider has not reviewed, tested, or evaluated any AI Services and makes no warranty of any kind with respect to any AI Vendor or AI Services. The MSA’s disclaimer of warranties applies fully to all AI Services.

2.3 Client voluntarily assumes all risks associated with the use of AI Services and AI Vendors, including data loss, security incidents, downtime, and regulatory penalties.

2.4 Client and Provider are responsible for maintaining current backups of all data as agreed to in the MSA. Any data loss, whether direct or indirect, caused by an AI Vendor or AI Services is excluded from Provider’s disaster recovery services agreed to under the MSA.

2.5 Client holds all necessary licenses and permissions for all AI Services and its use complies with all applicable laws, including all applicable data privacy and regulatory requirements. Client is solely responsible for ensuring that AI Services comply with all data privacy laws applicable to Client’s business, including but not limited to HIPAA, GLBA, and applicable state privacy laws. Provider bears no responsibility for regulated data processed, stored, or transmitted by any AI Vendor or AI Services.

2.6 Provider’s performance of MSA-covered services during or after an AI Incident does not constitute acceptance of responsibility for that AI Incident or its consequences.

2.7 Where an adverse occurrence is caused solely or primarily by Client’s own misconfiguration, misuse, unauthorized modification, or any other action or omission by Client or Client’s employees, contractors, or authorized users in connection with AI Services or Client’s IT environment, Client bears sole responsibility for all resulting damage, costs, and third-party claims, and Provider’s involvement in any recovery effort shall be billed in accordance with Section 8.2 as if the occurrence were an AI Incident.

3. PROVIDER ACKNOWLEDGMENTS

Provider acknowledges and agrees as follows:

3.1 Client Ownership. Client retains full ownership of all AI systems, workflows, automations, prompts, documentation, integrations, and intellectual property developed, deployed, or used by Client in connection with AI Services, whether developed independently or with Provider’s assistance under this Addendum. Nothing in this Addendum transfers, assigns, or grants Provider any ownership interest or license in any of the foregoing.

3.2 Client’s Right to Engage Third Parties. Client may engage any AI vendor, consultant, contractor, or employee at any time without restriction and without Provider’s approval. Provider’s involvement in any AI Services engagement does not create an exclusive relationship or limit Client’s right to work with any other party.

3.3 Client’s Right to Modify AI Systems. Client retains all rights to modify, replace, update, or discontinue any AI systems, workflows, automations, prompts, documentation, integrations, or intellectual property at any time at Client’s sole discretion. Provider has no authority to restrict, condition, or delay Client’s exercise of these rights.

4. NOTICE

Client shall notify Provider in writing before, or within five (5) business days after, deploying any new AI Vendor or making any significant change to existing AI Services. A significant change includes but is not limited to expanding the AI Vendor’s access to Client data, systems, credentials, or integrations managed by Provider. Notice shall include the vendor name, a brief description, and the deployment date. No new AI Vendors or AI Services may be deployed during any notice period following termination of this Addendum or the MSA.

Until notice is received, Provider has no obligation to perform any work related to those AI Services, and any work Provider elects to perform will be billed at Provider’s then-current hourly rates regardless of any flat-rate MSA coverage. Provider’s performance of any such work does not constitute endorsement of or responsibility for the AI Services, and shall not be construed as a waiver of any right or protection under this Addendum.

For the avoidance of doubt, the release in Section 5, the limitation of liability in Section 6, and the indemnification in Section 6 apply automatically to all AI Services regardless of whether Client has provided notice under this Section.

For the avoidance of doubt, this Section does not grant Provider the right to block Client’s engagement with AI Vendors or block the use or update of existing AI Services. The purpose of this notice requirement is to allow Provider the opportunity to advise Client of any potential risks associated with any AI Services and to inform Client whether the deployment will require Provider’s involvement or may impact services provided under the MSA.

5. RELEASE OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT WHERE CAUSED BY PROVIDER’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CLIENT RELEASES THE RELEASED PARTIES FROM ALL CLAIMS, LOSSES, DAMAGES, AND EXPENSES ARISING FROM:

• ANY AI INCIDENT; AND
• ANY DATA LOSS OR SECURITY BREACH CAUSED BY AN AI VENDOR OR AI SERVICES; AND
• ANY DISRUPTION TO CLIENT’S IT ENVIRONMENT CAUSED BY AN AI VENDOR OR AI SERVICES; AND
• ANY INACCURATE OR HARMFUL AI-GENERATED OUTPUT; AND
• ANY REGULATORY PENALTIES ARISING FROM CLIENT’S USE OF AI SERVICES.

Nothing in this Section limits any claim Provider may have against Client.

6. LIMITATION OF LIABILITY

Provider’s liability for any claim related to AI Services is governed by the MSA’s limitation of liability, which is incorporated here by reference. Provider is not liable for any indirect, consequential, punitive, or exemplary damages related to AI Services under any circumstances.

7. INDEMNIFICATION

Client shall defend, indemnify, and hold harmless the Released Parties from any third-party claims, costs, and expenses, including attorneys’ fees, arising from Client’s selection, deployment, use, misconfiguration, misuse, or unauthorized modification of any AI Vendor or AI Services, except to the extent caused by Provider’s own gross negligence or willful misconduct. This includes claims by Client’s customers, employees, regulators, or any other third party. Client shall maintain the insurance coverage required under the MSA throughout the term of this Addendum, and such coverage shall be considered a condition of Client’s indemnification obligations hereunder. This indemnification obligation supplements the MSA’s indemnification provisions.

8. BILLING FOR AI-RELATED WORK

8.1 Assistance with AI Services or AI Vendors. Any work Provider performs to assist with the use of AI Services or AI Vendors is outside the scope of the MSA and will be billed at Provider’s then-current hourly rates. Provider may accept or decline any such request at its sole discretion. Where Provider elects to decline, Provider shall notify Client in writing within two (2) business days of Client’s request.

8.2 Incident Recovery. Any work Provider performs to diagnose, recover, or restore systems following an AI Vendor Incident is outside the scope of the MSA and will be billed at two (2) times Provider’s then-current hourly time-and-materials rates, reflecting the unplanned emergency nature of such work and the additional cost of diverting resources on short notice. Provider may engage subcontractors to assist with such work at its discretion, and subcontractor fees reasonably incurred shall be passed through to Client at cost, in addition to Provider’s hourly rates.

Provider’s response to an AI Vendor Incident shall be governed by the response time commitments and escalation procedures in the MSA, treated as a Priority One or equivalent critical event. Provider’s response shall be made on a commercially reasonable best-efforts basis, recognizing that AI Vendor Incidents may occur outside normal business hours or alongside existing service commitments. Because AI Vendor Incidents originate with the AI Vendor and not with Provider, Client agrees that Provider shall not be subject to any SLA credits, penalties, fee reductions, or other consequences for any delay or failure to meet response time obligations in connection with an AI Vendor Incident.

Where a signed work order cannot be obtained prior to commencement due to the emergency nature of an AI Vendor Incident, Client’s written authorization via email or other electronic communication shall suffice, provided that a formal work order shall be executed by both Parties as soon as reasonably practicable following commencement of services.

8.3 Third-Party Engagement. Client may engage a third party to perform work described in Sections 8.1 and 8.2 at any time at Client’s discretion. Client shall make best efforts to ensure that any third party’s work does not disrupt or interfere with Provider’s services under the MSA. If Provider is required to become involved for any reason as a result of a third party performing work under Sections 8.1 or 8.2, all time spent by Provider shall be billed at the applicable rates set forth in Sections 8.1 and 8.2 regardless of the scope or nature of Provider’s involvement.

8.4 Payment Terms. All fees for work performed under this Section are due and payable in accordance with the payment terms set forth in the MSA, including any applicable late fees.

Where Client has prepaid for a block of hours at Provider’s then-current hourly time-and-materials rates under this Addendum or any associated work order, and the MSA or this Addendum is terminated by either Party for any reason, Provider shall refund to Client the value of any unused prepaid hours, calculated at the per-hour rate originally paid by Client. Refunds shall be issued within thirty (30) business days of the effective date of termination. Any hours that were only partially consumed at the time of termination shall be refunded on a proportional basis for the unused portion only.

9. GENERAL

9.1 Incorporation into MSA. This Addendum is part of the MSA but is not a Service Attachment. MSA general provisions, including governing law, dispute resolution, and force majeure, apply here by reference. Any disputes arising from billing under Section 8 of this Addendum shall be resolved in accordance with the dispute resolution provisions of the MSA. This

9.2 Termination. Addendum shall terminate concurrently with the MSA and shall not survive MSA termination under any Service Attachment survival provision.

9.3 Application. This Addendum applies automatically to all AI Vendors and AI Services deployed during the MSA term once executed. No additional signature is required for each new AI Vendor or AI Service.

9.4 Survival. Either party may terminate this Addendum on thirty (30) days written notice. Termination of the MSA automatically terminates this Addendum. Sections 2, 3, 5, 6, and 7 survive termination indefinitely for all AI Services deployed prior to termination.

9.5 Amendments. Provider may amend this Addendum at any time by providing Client with thirty (30) days’ prior written notice of the proposed changes. Client retains the right to negotiate proposed changes with Provider during the thirty (30) day period. If negotiated terms cannot be agreed to by both Client and Provider, Client or Provider may terminate the Addendum at any time during the thirty (30) day period. Amendments take effect upon expiration of the notice period unless Client terminates this Addendum prior to that date. Client’s continued use of AI Services after the effective date of any amendment constitutes acceptance of the amended terms.

9.6 Confidentiality. All Client information encountered by Provider in the course of performing work under Section 8, including AI configurations, data, and outputs, is subject to the confidentiality provisions of the MSA, which are incorporated herein by reference.

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

9.8 Entire Agreement. This Addendum, together with the MSA and all other agreements signed by the parties that expressly reference AI Services, constitutes the entire agreement regarding AI Services. No oral statements, prior drafts, or course of dealing may be used to vary its terms. No future document shall be deemed to modify this Addendum unless it expressly names this Addendum and is signed by authorized representatives of both parties.

10. SIGNATURES

By signing below, both parties agree this Addendum is executed once and applies to all AI Vendors and AI Services for the duration of the MSA.

CLIENT ACKNOWLEDGMENT: CLIENT HAS BEEN ADVISED TO CONSULT INDEPENDENT LEGAL COUNSEL PRIOR TO SIGNING THIS ADDENDUM. BY SIGNING BELOW CLIENT ACKNOWLEDGES RECEIPT OF THAT ADVICE.