Master Services Agreement

This Master Services Agreement ("MSA" or "Agreement") is entered into between:

• MUR Data Solutions S.L. trading as Kairos ("Kairos", "we", "us"), a company incorporated in Spain (CIF B19837715), with registered address at Torrent de l'Olla 121, 1º 2ª, CP 08012 Barcelona, España.
• The entity or individual identified in the applicable Order Form ("Client", "you").

• "Service" — the Kairos AI hospitality intelligence platform and associated features as described at kairos.rest.
• "Order Form" — a document signed by both parties that specifies the subscription scope, venues, fees, and term, and incorporates this MSA.
• "Venue" — an individual restaurant location enabled on the Service.
• "Subscription Fee" — the monthly or annual fee payable per Venue as set out in the Order Form.
• "Client Data" — data uploaded to, or generated by, the Service on Client's behalf.
• "Confidential Information" — non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the disclosure.

Kairos grants Client a non-exclusive, non-transferable right to access and use the Service during the Subscription Term, solely for Client's internal business operations across the Venues listed in the applicable Order Form.

The Service includes: AI-powered operational analytics, reputation monitoring, staff performance insights, inventory analysis, automated reporting, and proactive AI agent alerts. Features available depend on the plan selected in the Order Form.

The initial Subscription Term is set in the Order Form (monthly or annual). Unless either party provides written notice of non-renewal at least 30 days before the end of the current Term, the subscription auto-renews for the same period at the then-current list price.

Subscription Fees are set in the Order Form. Current list pricing:

Kairos may update pricing with 30 days' written notice. Price changes take effect at the next renewal.

Invoices are issued at the start of each billing period. Payment is due within 30 days of invoice date. Late payments accrue interest at 8% per annum above the ECB base rate.

• Use the Service only for lawful purposes and in compliance with applicable law.
• Not reverse-engineer, decompile, or attempt to extract source code from the Service.
• Not resell, sublicense, or redistribute access without Kairos's prior written consent.
• Not use automated means to scrape or extract data from the Service beyond normal use.
• Provide accurate information when registering and keep it current.
• Maintain the security of account credentials; notify Kairos immediately at patricio@kairos.rest of any suspected unauthorised access.
• Not process data in violation of applicable privacy laws.

Kairos IP: All software, AI models, dashboards, and documentation are owned by MUR Data Solutions S.L. or its licensors. This Agreement grants only the limited right to use the Service described herein.

Client Data: Client retains full ownership of all data it uploads. Client grants Kairos a limited licence to process Client Data solely to provide the Service and as described in the Privacy Policy and DPA.

Aggregated data: Client grants Kairos the right to use anonymised, aggregated data (from which Client cannot be identified) for product improvement, benchmarking, and research.

The parties shall comply with all applicable data protection laws. The Data Processing Agreement at kairos.rest/dpa is incorporated into and forms part of this MSA. In case of conflict, the DPA prevails on data protection matters.

Each party agrees to keep confidential any Confidential Information disclosed by the other, and to use it only to fulfil its obligations under this Agreement. Each party will protect the other's Confidential Information with at least the same care it uses for its own (and no less than reasonable care). Obligations do not apply to information that is: (a) publicly available through no fault of the receiving party; (b) already known to the receiving party before disclosure; (c) independently developed; or (d) required to be disclosed by law or court order (with prompt prior written notice where permitted).

Confidentiality obligations survive termination for 3 years.

Kairos warrants that: (a) the Service will perform materially as described in its documentation; (b) Kairos has the right to grant the licence herein; (c) Kairos will implement reasonable security measures as described in the DPA Annex II.

Except as expressly stated, the Service is provided "as is". Kairos does not warrant that the Service will be error-free or uninterrupted.

Kairos targets 99.5% monthly uptime on a best-effort basis during the MVP period. Planned maintenance will be communicated with at least 24 hours' notice where feasible. A formal SLA with penalty schedule will be agreed no later than the first contract anniversary.

Kairos's total aggregate liability for any claim arising out of or related to this Agreement is limited to the total fees paid by Client in the 12 months immediately preceding the event giving rise to the claim.

This cap does not apply to: (a) death or personal injury caused by Kairos's negligence; (b) gross negligence or wilful misconduct; (c) infringement of Client's intellectual property rights; or (d) liability that cannot be excluded under applicable law.

In no event will Kairos be liable for indirect, incidental, special, or consequential damages, including lost profits or data loss.

Client will indemnify, defend, and hold harmless Kairos and its officers, directors, and employees from any third-party claims, damages, or expenses (including reasonable legal fees) arising from: (a) Client's use of the Service in violation of this Agreement; (b) Client Data; or (c) Client's violation of applicable law.

Term: This MSA commences on the date of the first Order Form and continues until all Order Forms have expired or been terminated.

Termination by Client: Client may terminate any Order Form with 30 days' written notice to patricio@kairos.rest. Effective at end of current billing period.

Termination by Kairos: Kairos may suspend or terminate access if Client breaches this Agreement and fails to cure within 14 days of written notice. Immediate termination for: non-payment beyond 30 days; illegal use; or conduct posing a security risk.

Effect: On termination, Client's licence ceases. Sections 7–9 and 12–17 survive termination.

Kairos will make Client Data available for export in CSV or JSON format for 30 days following termination. After this period, Client Data will be permanently deleted within 90 days, except where retention is required by law.

For annual prepaid subscriptions, Client may request a pro-rated refund if cancellation is requested within 14 days of payment. No refund is issued after 14 days. Monthly subscriptions are non-refundable.

Governing law: Spain. Disputes submitted to the exclusive jurisdiction of the courts of Madrid, Spain.

Force majeure: Neither party is liable for failure or delay caused by circumstances beyond its reasonable control (natural disasters, government acts, internet outages). Affected party must notify promptly and use reasonable efforts to mitigate.

Entire agreement: This MSA, together with each Order Form, the DPA, and the Privacy Policy, constitute the entire agreement. In case of conflict: Order Form prevails, then DPA, then MSA.

Severability: If any provision is invalid, it will be modified to the minimum extent necessary or severed, without affecting remaining provisions.

Amendments: Kairos may update this MSA with 30 days' notice. Material changes communicated by email. Continued use constitutes acceptance.

Assignment: Client may not assign this Agreement without Kairos's prior written consent. Kairos may assign to an affiliate or successor entity with written notice.

Legal and contractual matters: patricio@kairos.rest

MUR Data Solutions S.L. trading as Kairos
Torrent de l'Olla 121, 1º 2ª, CP 08012 Barcelona, España
CIF B19837715