Maira Master Services Agreement
Document Name: Maira Master Services Agreement
Document Code: MSA
Version: v2026-04-16
This Master Services Agreement (this Agreement) is entered into between RealLM REALTY Inc. (Maira) and the customer identified in the applicable Order Form (Customer). This Agreement is effective as of the effective date of the first Order Form that incorporates it by reference.
This Agreement governs Customer’s access to and use of the Services. Each Order Form is incorporated into and forms part of this Agreement. The applicable Order Form identifies the versions of the contract documents incorporated into the parties’ agreement, including this Agreement, the Data Processing Addendum, and the Service Policies Exhibit. The Order Form may also identify a master contract-center URL for convenience. If there is any conflict among the contract documents, the following order of precedence applies solely with respect to the subject matter of the conflict: the applicable Order Form, the Data Processing Addendum, this Agreement, and the Service Policies Exhibit.
1. Definitions
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.
Aggregated Data means data, analytics, usage trends, benchmarks, telemetry, and learnings derived from the Services or Customer’s use of the Services that do not identify Customer, any Authorized User, or any natural person and cannot reasonably be used to do so.
Authorized User means an employee, contractor, or other individual authorized by Customer to access or use the Services on Customer’s behalf.
Customer Data means all data, content, records, documents, prompts, files, communications, configurations, instructions, and other materials submitted to, made available to, or processed by the Services by or for Customer, excluding Maira Technology and Aggregated Data.
Managed Context means the organizational knowledge environment — including ingested documents, data connections, vector stores, retrieval configurations, and contextual memory — that the Services draw upon when operating on behalf of Customer, as described in the applicable Order Form. Each Subscription Plan includes a baseline Managed Context allocation; additional capacity or custom integrations may be purchased as stated in the applicable Order Form.
Documentation means Maira’s then-current user, administrator, technical, product, and implementation documentation made available by Maira.
Order Form means an order form, ordering document, statement of services, or other commercial ordering instrument executed by the parties that references this Agreement.
Professional Services means implementation, onboarding, migration, integration, configuration, training, advisory, data, or other services identified as professional services in an Order Form or statement of work.
Restricted Data means, unless expressly approved in writing by Maira in an Order Form or other signed writing, any data subject to laws or regimes requiring specialized contractual, operational, or regulatory treatment beyond this Agreement and the Data Processing Addendum, including protected health information subject to HIPAA, stored payment card data subject to PCI DSS obligations, classified government information, export-controlled technical data, biometric identification data used for unique identification, or any similarly regulated category designated by Maira in the Documentation or the Service Policies Exhibit.
Services means Maira’s hosted software, managed organizational agent services, Managed Context, related modules, support, supervision offerings, APIs, interfaces, retrieval tools, workflow features, communications features, model-enabled features, and related Professional Services described in the applicable Order Form.
Subscription Term means the subscription term set forth in the applicable Order Form, including any renewal term.
Usage Data means technical logs and usage information concerning access to, configuration of, and operation of the Services, including timestamps, feature usage, API calls, configuration events, audit logs, and performance metrics.
2. Services and Access Rights
Subject to this Agreement and the applicable Order Form, Maira grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right for Customer and its Authorized Users to access and use the Services solely for Customer’s internal business purposes.
Customer may permit Authorized Users to use the Services only in accordance with this Agreement, the Documentation, the Service Policies Exhibit, and the purchased scope reflected in the applicable Order Form. Customer is responsible for all acts and omissions of its Authorized Users and anyone accessing the Services through Customer’s accounts, credentials, environments, tokens, or integrated systems.
Maira may modify, update, enhance, or replace the Services from time to time in the ordinary course, provided that Maira does not materially reduce the core functionality of the purchased Services during the then-current Subscription Term except where required by law, security concerns, third-party provider changes, or to prevent material misuse or harm.
3. Use Restrictions
Customer will not, and will not permit any third party to: (a) sell, resell, rent, lease, transfer, distribute, or provide time-sharing access to the Services, except for internal use by Authorized Users; (b) modify, copy, or create derivative works of the Services except as expressly permitted by law and not waivable by contract; (c) reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, trade secrets, or non-public know-how of the Services, except to the limited extent such restriction is prohibited by applicable law; (d) access or use the Services to build or support a competing product or service; (e) interfere with or disrupt the integrity, security, or performance of the Services; (f) circumvent authentication, access controls, usage limits, billing controls, approval controls, or technical restrictions; (g) use the Services in violation of applicable law, the Service Policies Exhibit, or third-party rights; or (h) use the Services with Restricted Data unless expressly authorized in writing by Maira.
4. AI, Automation, and Agentic Services
Customer acknowledges that the Services may use machine learning, large language models, retrieval systems, probabilistic ranking, automated workflows, agentic orchestration, inference systems, search tools, summarization tools, and other heuristic or probabilistic methods. Outputs, recommendations, summaries, classifications, scores, drafts, routing decisions, and other results generated by the Services (Output) may be inaccurate, incomplete, delayed, biased, outdated, or inappropriate for a given use case.
Customer is solely responsible for reviewing and validating Output and for all business, operational, legal, financial, employment, compliance, customer-facing, and other decisions, actions, or omissions taken based on the Services or any Output. Unless expressly stated in the applicable Order Form, Maira does not provide legal advice, accounting advice, brokerage advice, investment advice, employment advice, or any other regulated professional advice.
Customer further acknowledges that some workflows are intended to operate only with human review, approval, or intervention and that the Services are intended to support, not replace, Customer’s internal judgment, supervision, and control environment. Customer is responsible for establishing appropriate authority thresholds, review procedures, and escalation controls for high-stakes use cases.
5. Customer Responsibilities
Customer will: (a) provide accurate account, billing, and configuration information; (b) obtain and maintain all rights, permissions, notices, and consents necessary for Customer Data and for the Services to access third-party systems, tools, content, or accounts used by or on behalf of Customer; (c) maintain the security and confidentiality of Customer credentials, tokens, keys, and access methods; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notify Maira of any known or suspected compromise, misuse, or security issue affecting the Services; and (e) cooperate reasonably with Maira in connection with onboarding, support, troubleshooting, incident response, and legal compliance.
Customer represents and warrants that Customer Data and Customer’s use of the Services will not violate applicable law, third-party rights, or this Agreement.
6. Professional Services
If the parties agree to Professional Services, those Professional Services will be described in an Order Form or statement of work. Unless otherwise expressly stated in the applicable ordering document, Professional Services are performed using Maira’s standard methods, tools, and processes.
Except as expressly stated in an applicable Order Form or statement of work, Professional Services are separate from the subscription to the Services, are not work made for hire, and do not transfer ownership of Maira Technology.
7. Fees, Billing, and Taxes
Customer will pay all fees set forth in each Order Form in accordance with the applicable payment terms. Except as expressly stated in the applicable Order Form, fees are non-cancelable and non-refundable, and purchased quantities and commitments may not be decreased during the then-current Subscription Term.
If Customer fails to pay undisputed amounts when due, Maira may charge interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law and may suspend access to the Services after providing written notice and a reasonable opportunity to cure.
Fees are exclusive of taxes, duties, levies, or similar governmental assessments, excluding taxes based on Maira’s net income, property, or employment. Customer will pay all applicable indirect taxes associated with the Services, except to the extent Customer provides a valid exemption certificate.
8. Ownership, Data Rights, and Feedback
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Maira retains all right, title, and interest in and to the Services, Documentation, Usage Data, Aggregated Data, and all software, models, tools, interfaces, workflows, methods, inventions, know-how, and other technology used to provide the Services (Maira Technology).
Customer grants Maira and its subprocessors a non-exclusive, worldwide, limited right to host, copy, transmit, display, modify, parse, index, store, retrieve, disclose, and otherwise process Customer Data only as necessary to provide, secure, support, maintain, improve, and update the Services, to prevent fraud or misuse, to comply with law, and as otherwise permitted by this Agreement, the Data Processing Addendum, and Customer’s documented instructions.
Unless expressly agreed otherwise in writing, Maira will not use Customer Data to train foundation models or generalized models intended for use by other customers. Nothing in this Agreement restricts Maira from using Usage Data and Aggregated Data for lawful business purposes, including analytics, security, benchmarking, service improvement, and product development, provided such use does not identify Customer or any natural person.
If Customer provides suggestions, ideas, enhancement requests, recommendations, or other feedback, Maira may use that feedback without restriction or obligation.
9. Output Rights
As between the parties, and subject to applicable law and third-party rights, Customer owns Output generated specifically for Customer from Customer Data. Customer acknowledges that similar or identical output may be generated for Maira or other customers based on independent inputs and that nothing in this Agreement restricts Maira or its other customers from using similar functionality, concepts, methods, or outputs.
10. Confidentiality
Each party (Receiving Party) may receive Confidential Information from the other party (Disclosing Party) in connection with this Agreement. Confidential Information means information disclosed by or on behalf of the Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including business plans, product information, pricing, security information, Customer Data, Documentation, and the terms of this Agreement.
The Receiving Party will: (a) use the Disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (b) protect the Confidential Information using at least reasonable care and no less than the care it uses to protect its own information of similar sensitivity; and (c) disclose the Confidential Information only to its employees, contractors, Affiliates, professional advisers, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
The restrictions in this Section do not apply to information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party without restriction before disclosure; (iii) is lawfully received from a third party without breach of any duty; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information.
A Receiving Party may disclose Confidential Information to the extent required by law, subpoena, court order, governmental inquiry, or stock-exchange requirement, provided that, unless legally prohibited, the Receiving Party gives prompt notice and reasonable cooperation to the Disclosing Party.
11. Security and Privacy
Maira will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.
To the extent Maira processes Personal Data on Customer’s behalf and applicable data protection law requires processor, service-provider, or contractor terms, the Data Processing Addendum applies and is incorporated into this Agreement by reference. If there is any conflict between the Data Processing Addendum and this Agreement regarding the processing of Personal Data, the Data Processing Addendum controls as to that subject matter.
12. Third-Party Services and Integrations
The Services may interoperate with or depend on third-party services, applications, websites, models, APIs, hosting providers, data providers, communications platforms, authentication providers, or other third-party offerings (Third-Party Services). Customer acknowledges that Third-Party Services are not controlled by Maira and may be subject to separate terms, availability constraints, technical limitations, and privacy practices.
Maira is not responsible for the acts or omissions of Third-Party Services, including outages, inaccuracies, interruptions, changes in functionality, pricing changes, or security issues originating in those Third-Party Services. Customer is responsible for obtaining and maintaining all rights and authorizations necessary for Maira to access Third-Party Services on Customer’s behalf.
13. Suspension
Maira may suspend or restrict access to the Services or any portion of the Services immediately upon notice if Maira reasonably believes: (a) Customer’s or any Authorized User’s use of the Services poses a security risk to the Services or any third party; (b) Customer is in material breach of this Agreement; (c) suspension is necessary to prevent fraud, unlawful activity, or misuse; (d) suspension is required by law, court order, or governmental request; or (e) continued provision of the Services is likely to cause material harm to Maira, other customers, or third parties. Maira will use commercially reasonable efforts to limit any suspension to the affected portion of the Services and restore access promptly once the issue is resolved.
14. Warranties and Disclaimer
Each party represents and warrants that it has the power and authority to enter into this Agreement.
Maira warrants during the applicable Subscription Term that the Services will materially conform to the Documentation. Customer’s exclusive remedy and Maira’s sole liability for breach of this warranty will be for Maira to use commercially reasonable efforts to correct the non-conformity or, if Maira determines that correction is not commercially practicable, terminate the affected Order Form and refund any prepaid fees for the terminated portion of the remaining unused Subscription Term.
Maira warrants that it will perform Professional Services in a professional and workmanlike manner consistent with generally accepted industry standards. Customer must notify Maira of any warranty claim for Professional Services within thirty (30) days after performance of the applicable Professional Services, and Customer’s exclusive remedy and Maira’s sole liability will be the re-performance of the deficient Professional Services or, if re-performance is not commercially practicable, termination of the applicable unperformed Professional Services and refund of fees paid for the deficient Professional Services.
Except as expressly set forth in this Agreement, the Services, Professional Services, Output, and all related materials are provided as is and as available. Maira and its licensors disclaim all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, accuracy, or that the Services or Output will be error-free, complete, secure, or achieve any intended result.
15. Indemnification
15.1 By Maira
Maira will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services infringes or misappropriates that third party’s United States intellectual property rights, and Maira will pay amounts finally awarded against Customer or agreed in settlement by Maira, provided that Customer: (a) promptly notifies Maira in writing of the claim; (b) grants Maira sole control of the defense and settlement, except that Maira may not settle any claim in a manner that admits liability of Customer or imposes non-monetary obligations on Customer without Customer’s prior written consent, not to be unreasonably withheld; and (c) provides reasonable cooperation at Maira’s expense.
Maira will have no obligation under this Section to the extent a claim arises from: (i) Customer Data; (ii) Third-Party Services or third-party materials; (iii) Customer’s combination of the Services with items not supplied by Maira, if the claim would have been avoided absent the combination; (iv) modification of the Services by anyone other than Maira or its authorized agents; (v) use of the Services in violation of this Agreement, Documentation, or applicable law; or (vi) any open source software or third-party models made available under separate terms.
If the Services become, or in Maira’s reasonable opinion are likely to become, subject to such a claim, Maira may, at its option: (1) procure for Customer the right to continue using the affected Services; (2) modify or replace the affected Services so that they are non-infringing without materially reducing functionality; or (3) terminate the affected Order Form and refund any prepaid fees for the terminated portion of the remaining unused Subscription Term. This Section states Maira’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the claims described in this Section.
15.2 By Customer
Customer will defend Maira and its Affiliates, officers, directors, employees, and agents against any third-party claim arising from or relating to: (a) Customer Data; (b) Customer’s or any Authorized User’s use of the Services in violation of this Agreement, the Documentation, the Service Policies Exhibit, or applicable law; (c) Customer’s products, services, instructions, business decisions, or actions taken based on the Services or Output; or (d) Customer’s failure to obtain required rights, notices, permissions, or consents for Customer Data or Third-Party Services. Customer will pay amounts finally awarded against Maira or agreed in settlement by Customer for such claims, subject to the same notice, control, and cooperation requirements set forth above.
16. Limitation of Liability
Except for Excluded Claims, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business interruption, or loss, corruption, or inaccuracy of data, in each case arising out of or related to this Agreement, regardless of the theory of liability and even if advised of the possibility of such damages.
Except for Excluded Claims, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the amounts paid or payable by Customer to Maira under the applicable Order Form giving rise to the claim during the twelve (12) months preceding the first event giving rise to liability.
Excluded Claims means: (a) a party’s gross negligence, fraud, or willful misconduct; (b) Customer’s payment obligations; (c) either party’s breach of Section 10, except that each party’s liability for breaches solely involving Customer Data will be subject to a cap of two times (2x) the fees paid or payable under the applicable Order Form during the twelve (12) months preceding the first event giving rise to liability; (d) either party’s indemnification obligations; and (e) liability that cannot be limited under applicable law.
17. Term and Termination
This Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated.
Either party may terminate this Agreement or an affected Order Form if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice describing the breach in reasonable detail. Maira may terminate immediately upon written notice if Customer materially breaches Section 3, Section 5, or Section 10, or uses the Services in a manner that creates a material legal, regulatory, or security risk.
Upon expiration or termination of an Order Form or this Agreement: (a) the rights granted to Customer with respect to the terminated Services will cease; (b) Customer will stop using the terminated Services; (c) each party will return or destroy the other party’s Confidential Information, except as otherwise permitted by this Agreement or required by law; and (d) all accrued payment obligations will become due.
For up to thirty (30) days after expiration or termination, and subject to Customer’s payment of any applicable fees and continued compliance with this Agreement, Maira will make Customer Data available for export or retrieval in Maira’s then-standard format unless earlier deletion is required by law or requested by Customer. Thereafter, Maira may delete Customer Data in accordance with its retention practices and the Data Processing Addendum.
Sections 1, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, and 18 survive expiration or termination to the extent necessary to give them effect.
18. General Terms
18.1 Publicity
Neither party may issue a press release naming the other party without prior written consent, except that Maira may identify Customer’s name and logo in customer lists solely if authorized in the applicable Order Form or separate written consent.
18.2 Assignment
Neither party may assign this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent, except to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets relating to this Agreement, provided that the assignee agrees in writing to be bound by this Agreement. Any prohibited assignment is void.
18.3 Force Majeure
Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, internet or utility failures, denial-of-service attacks, failures of third-party hosting or telecommunications providers, or epidemics, except that this Section does not excuse Customer’s payment obligations.
18.4 Export and Sanctions
Customer will not use, export, re-export, or transfer the Services in violation of applicable export control, sanctions, or anti-boycott laws. Customer represents that it is not subject to sanctions or located in a comprehensively embargoed jurisdiction and will not permit access to the Services by any prohibited person.
18.5 Notices
Legal notices under this Agreement must be in writing and sent to the notice addresses stated in the applicable Order Form. Notices are deemed given upon receipt if delivered by nationally recognized courier, certified mail, or email with confirmation of delivery to the designated legal notice address.
18.6 Governing Law and Venue
This Agreement is governed by the laws of the State of California, excluding its conflict-of-laws rules. The state and federal courts located in San Francisco County, California have exclusive jurisdiction over disputes arising out of or relating to this Agreement, and each party irrevocably submits to those courts and waives any objection based on inconvenient forum.
18.7 Independent Contractors
The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, fiduciary, employment, or agency relationship.
18.8 Entire Agreement; Amendment; Waiver
This Agreement, together with all Order Forms, the Data Processing Addendum, and the Service Policies Exhibit identified in an Order Form, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations, and communications regarding that subject matter.
Any amendment or waiver must be in writing and signed by both parties, except that Maira may update the incorporated policy documents for future transactions or renewals. No updated version applies to an already signed Order Form unless that Order Form expressly provides otherwise or the parties agree in writing.
18.9 Severability
If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be enforced to the maximum extent permitted.
18.10 Counterparts; Electronic Signatures
This Agreement and any Order Form may be executed in counterparts, including by electronic signature or electronic acceptance, each of which is deemed an original and together constitute one instrument.