This Master Services Agreement (“MSA”) governs all professional services provided by TalentSplit. Please read these terms carefully as they form a binding legal agreement between TalentSplit and its clients.

Important Notes:

This Agreement is incorporated by reference into each website purchase and each Service Order.

The version of this Agreement in effect at the time of acceptance (date of purchase for website purchases, or date of execution for Service Orders) governs that engagement.

Last Updated: June 19, 2026, Version: 3.4

ACCEPTANCE AND APPLICABILITY

Acceptance of this Agreement occurs when an authorized representative of Client either (a) completes a purchase of any Service through the TalentSplit website, or (b) executes a Service Order that references this Agreement. Each form of acceptance binds Client to the terms of this Agreement as of the date of purchase or execution, as applicable.

This Agreement governs all Services provided by TalentSplit, Inc. (“Provider”) to its clients, whether purchased through the TalentSplit website or pursuant to a Service Order. This Agreement is incorporated by reference into each website purchase and each Service Order as if fully set forth therein.

EFFECTIVE DATE

This Agreement becomes effective for each Service on the date of acceptance as defined in the Acceptance and Applicability section. For Services purchased through the TalentSplit website, the effective date is the date of purchase. For Services contracted via a Service Order, the effective date is the date of execution of the Service Order, or such later date as the Service Order may specify.

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings outlined in this Section 1.

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

“Client Materials” means all materials, information, and intellectual property provided by Client to Provider in connection with the Services.

“Deliverables” means all work product, materials, and deliverables created by Provider for Client pursuant to a Service Order.

“One-Time Service” means a Service for a defined Deliverable that is purchased and paid in full at the time of order and concludes upon delivery of the Deliverable.

“Personnel” means the Provider’s employees, contractors, and supervised talent pool members who perform Services under this Agreement.

“Services” means the professional services performed by Provider for Client pursuant to a Service Order.

“Service Order” means a written agreement between the Parties that describes specific Services to be performed by Provider.

“Subscription Service” means a recurring Service billed on a periodic basis (typically monthly) that continues until cancelled in accordance with this Agreement.

“Talent Pool” means the Provider’s developing professionals who perform Services under expert supervision as part of the Provider’s talent development program.

2. SERVICES AND SERVICE ORDERS

Scope of Services

• Provider shall perform the Services described in the applicable Service Order or product description for each engagement.
• For Services purchased through the TalentSplit website, the published product description in effect at the time of purchase shall constitute the Service Order for that Service and defines the scope of work, deliverables, fees, payment schedule, and term of engagement.
• For Services contracted outside the website, the executed Service Order shall specify the Services to be performed, deliverables, fees, payment schedule, term of engagement, and any other terms specific to that engagement.
• The Parties may modify any Service Order through a written change order signed by both Parties. Each Service Order is governed by and incorporates the terms of this Agreement.
• For Subscription Services, service level commitments (including response times and availability targets) are set forth in the TalentSplit Service Level Agreement available at /service-level-agreement/ and incorporated by reference into this Agreement.

3. SERVICE DELIVERY MODEL

Provider delivers Services through its supervised talent development model. Provider shall maintain an organizational structure that includes expert supervision in each service domain, dedicated account management, an appropriate mix of senior and developing talent, and documentation specialists. All Talent Pool members shall be supervised by qualified experts who provide regular review, ongoing mentorship, quality assurance, and performance monitoring. Provider may assign and reassign Personnel to perform Services provided that any replacement Personnel shall have substantially equivalent or better qualifications than the Personnel being replaced. Provider shall provide reasonable notice of any planned changes to key Personnel. Client may request the replacement of any Personnel for reasonable cause by providing written notice detailing the grounds for such request.

4. PRICING AND PAYMENT

Fees

• Fees for each Service are set forth in the product description (for Services purchased through the TalentSplit website) or in the executed Service Order (for Services contracted outside the website). The fees in effect at the time of purchase or Service Order execution govern that engagement.
• All amounts are stated and payable in United States Dollars (USD).

Subscription Billing

• Subscription Services are billed monthly in advance via the payment method on file. The initial payment is charged at the time of purchase, and subsequent payments are charged on the same day of each subsequent calendar month.
• Client authorizes Provider (or its payment processor) to charge the payment method on file for all amounts due during the term of the Service.

One-Time Service Billing

• One-Time Services are paid in full at the time of purchase via the payment method selected at checkout.

Service Order Billing

• For Services contracted via Service Order, payment terms (including amount, schedule, and method) are as specified in the executed Service Order. In the absence of specified terms, fees are invoiced upon delivery and due Net 30.

Taxes

• All fees are exclusive of applicable taxes. Client is responsible for all sales, use, value-added, and similar taxes arising from the purchase of Services, except taxes based on Provider’s net income.

Price Changes

• Provider may modify subscription pricing upon sixty (60) days’ written notice to Client. The new price applies on the next billing cycle following the notice period. If Client does not wish to continue at the modified price, Client may cancel under the cancellation provisions in Section 11.

Late Payment

• If a scheduled subscription payment cannot be processed for any reason, Provider will attempt collection over a ten (10) day grace period. If payment is not received by the end of the grace period, Provider may suspend the affected Service until payment is received. Failure to cure within thirty (30) days of the original payment failure constitutes a material breach by Client.
• For invoiced engagements, undisputed amounts unpaid after the due date accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

Refunds

• Refunds are governed by Section 11 (Term and Termination). Outside of those provisions, all payments are non-refundable.

Expenses

• Client shall reimburse Provider for all reasonable out-of-pocket expenses incurred in connection with the Services, provided that such expenses are pre-approved by Client in writing, supported by appropriate documentation, and billed at actual cost without markup.

5. INTELLECTUAL PROPERTY

Each Party shall retain all rights, titles, and interests in and to its pre-existing intellectual property, including methodologies, software, tools, processes, and other materials developed prior to or independent of this Agreement. Each Party hereby grants to the other Party a non-exclusive, non-transferable license to use its pre-existing intellectual property solely as necessary for the performance of the Services during the term of this Agreement. Client shall retain all rights, titles, and interests in and to the Client Materials and hereby grants Provider a limited license to use such materials solely for providing the Services. Subject to Client’s payment of applicable fees, Provider hereby assigns to Client all rights, title, and interests in and to the Deliverables, excluding Provider’s pre-existing intellectual property, and grants Client a perpetual, worldwide, non-exclusive license to use Provider’s pre-existing intellectual property incorporated into the Deliverables.

6. CONFIDENTIALITY

Each Party shall maintain the confidentiality of all non-public information disclosed by the other Party in connection with this Agreement. Confidential Information includes business plans, technical information, product designs, pricing, client data, and service methodologies. The receiving Party shall use the same degree of care to protect Confidential Information that it uses to protect its own confidential information of similar nature, but no less than reasonable care, and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. These restrictions shall not apply to information that becomes publicly known through no fault of the receiving Party, was known prior to disclosure, or was rightfully received from a third party. A Party may disclose Confidential Information as required by law, provided that it gives the other Party prior notice and opportunity to seek protective treatment.

7. DATA PROTECTION AND SECURITY

Provider shall implement and maintain reasonable security measures to protect Client data, including industry-standard encryption, access controls, regular security assessments, and incident response procedures. All Personnel shall receive security training appropriate to their roles. In the event of any actual or reasonably suspected Security Incident (as defined in the Data Processing Agreement), Provider will notify Client within seventy-two (72) hours of becoming aware of the verified Security Incident, promptly investigate the incident, take reasonable steps to mitigate any harmful effects, and provide Client with a written report in accordance with the Data Processing Agreement. Provider shall comply with all applicable data protection and privacy laws and shall process Client data only in accordance with Client’s written instructions.

Specific data protection obligations, including processing details, sub-processor disclosure, security incident notification, and data subject rights, are set forth in the TalentSplit Data Processing Agreement available at /data-processing-agreement/ and incorporated by reference into this Agreement.

8. WARRANTIES AND LIMITATIONS

Provider represents and warrants that it has the full right and authority to enter into this Agreement, that the Services will be performed in a professional and workmanlike manner in accordance with industry standards, that it shall provide appropriate supervision and oversight of all Personnel, and that it shall comply with all applicable laws and regulations in performing the Services. Provider further warrants that, to its knowledge, the Deliverables will not infringe any third party’s intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES. Neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, and each Party’s aggregate liability under this Agreement shall not exceed the total amount paid or payable by Client to Provider during the twelve months immediately preceding the incident giving rise to the liability, except for liability arising from gross negligence, willful misconduct, breach of confidentiality obligations, or indemnification obligations.

9. INDEMNIFICATION

Provider shall defend, indemnify and hold harmless Client from and against any third-party claims arising from Provider’s gross negligence, willful misconduct, breach of confidentiality obligations, or infringement of third-party intellectual property rights. Client shall defend, indemnify and hold harmless Provider from and against any third-party claims arising from Client’s gross negligence, willful misconduct, breach of confidentiality obligations, or claims that Client Materials infringe third-party intellectual property rights. The indemnified Party shall promptly notify the indemnifying Party of any claim, give the indemnifying Party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying Party’s expense. Neither Party shall settle any claim requiring the indemnified Party to admit liability or pay any amounts without the indemnified Party’s prior written consent.

10. INSURANCE

Provider shall maintain in full force and effect during the term of this Agreement commercial general liability insurance with limits of not less than one million dollars per occurrence and two million dollars aggregate, professional liability insurance with limits of not less than two million dollars, cyber liability insurance with limits of not less than two million dollars, workers’ compensation insurance as required by applicable law, and umbrella liability insurance with limits of not less than five million dollars. All insurance policies shall be issued by insurance companies with an A.M. Best rating of at least A-VII, name Client as an additional insured where applicable, provide that such insurance is primary coverage with respect to all insureds, and include a waiver of subrogation in favor of Client. Provider shall provide certificates of insurance evidencing the required coverage upon request.

11. TERM AND TERMINATION

Subscription Services

• Each Subscription Service has an initial term of ninety (90) days from the date of first purchase (“Initial Term”). Subscription Services may not be cancelled by the Client during the Initial Term.
• Provider may decline an engagement within fourteen (14) days following purchase if Provider determines the requested work falls outside the scope of the Service as published at the time of purchase. Provider may terminate an engagement at any time for Client’s material breach of this Agreement. In each case of Provider declination or termination for material breach, Provider will issue a full refund of the most recent payment received.
• After the Initial Term, the Subscription Service continues on a month-to-month basis and auto-renews each billing cycle until cancelled. Client may cancel at any time after the Initial Term by submitting a written cancellation request to info@talentsplit.com, with thirty (30) days’ notice; cancellation is effective at the end of the then-current billing cycle.
• No refunds are issued for client-initiated cancellations; the Service remains active through the end of the billing cycle for which payment has been received.
• Provider may terminate any Subscription Service after the Initial Term upon sixty (60) days’ written notice to the Client.

One-Time Services

• One-Time Services have no ongoing term and conclude upon delivery of the applicable Deliverable.
• Provider may decline a One-Time Service order within fourteen (14) days following purchase if Provider determines the requested work falls outside the scope of the Service as published at the time of purchase, in which case Provider will issue a full refund of the purchase price.

Termination for Insolvency

• If Client becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, Provider may terminate this agreement with immediate effect.

12. GENERAL PROVISIONS

The Parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, or agency relationship. Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign to a successor in interest pursuant to a merger, reorganization, or sale of all or substantially all assets. All notices under this Agreement shall be in writing and delivered by personal delivery, certified mail, or email with confirmation of receipt. Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. This Agreement represents the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, written or oral.

MODIFICATION OF AGREEMENT

Provider reserves the right to modify this Agreement at any time. Provider will provide notice of modifications by posting the updated Agreement with a new “Last Updated” date. Any modifications will become effective upon posting Service Orders executed after such date. Modifications will not affect rights and obligations under Service Orders executed prior to the modification date unless mutually agreed in writing.

ARCHIVED VERSIONS

Provider maintains archived versions of this Agreement. Each Service Order will be governed by the version of this Agreement in effect on the date of execution of such Service Order, unless otherwise agreed in writing.

Version 2.0: In effect December 12, 2025 through June 18, 2026.

Version 3.0: In effect June 19, 2026. Superseded by version 3.1 on June 19, 2026, which introduced the TalentSplit Data Processing Agreement and added a pointer to it from the Data Protection and Security section.

Version 3.1: In effect June 19, 2026. Superseded by version 3.2 on June 19, 2026, which reconciled the breach notification timeline to seventy-two (72) hours to align with the Data Processing Agreement and avoid timeline conflict between the two documents.

Version 3.2: In effect June 19, 2026. Superseded by version 3.3 on June 19, 2026, which introduced the TalentSplit Service Level Agreement and added a pointer to it from the Services and Service Orders section.

Version 3.3: In effect June 19, 2026. Superseded by version 3.4 on June 23, 2026, which applied a punctuation sweep that replaced em dashes throughout the document with commas, colons, parentheses, and periods for cleaner readability. No substantive terms changed.

Superseded by version 3.0 on June 19, 2026. Version 3.0 aligns the Agreement with TalentSplit’s dual-path service model (website purchases and Service Orders), restructures Term and Termination to specify a 90-day initial term and dual-path cancellation and termination rights, rewrites Pricing and Payment to address subscription, one-time, and Service Order billing, replaces “Statement of Work” terminology with “Service Order” throughout, and adds defined terms for “Subscription Service” and “One-Time Service.”

SEVERABILITY AND WAIVER

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Any waiver of any provision of this Agreement will be effective only if in writing and signed by an authorized representative of Provider.

QUESTIONS AND CONTACT INFORMATION

Questions about this Agreement should be sent to inquires@talentsplit.com

VERSION CONTROL

Version: 3.4 Last Updated: June 23, 2026