MAIN SERVICE AGREEMENT

Customer services guidelines, processes & procedures

YAMA INDUSTRIALS, INC. - MAIN SERVICE AGREEMENT

This Main Service Agreement ("MSA") is entered into as of the Effective Date of the first Order Form by and between Yama Industrials, Inc., a Wyoming corporation (hereinafter referred to as "Yama," "Yama Industrials," or the "Company"), and the customer entity identified in the Order Form ("Client").

RECITALS

WHEREAS, Company provides specialized technology products and related advisory services ("Services"); and

WHEREAS, Client desires to procure such Services.

NOW, THEREFORE, the parties agree as follows:

1. Services, Order Forms, and Scope of Work

1.1. Services and Order Forms. Yama Industrials, Inc. ("Yama Industrials") agrees to provide the services and products ("Services" and "Products") as described in one or more order forms or statements of work ("Order Form") executed by both parties. 1.2. Definition of Order Form. For the purposes of this Agreement, an "Order Form" shall be defined as any statement of work, proposal, quote, email, other written communication, or verbal authorization that requests or authorizes the provision of Services. 1.3. Verbal Authorization. In the event of a Client's verbal authorization, the subsequent commencement of work by Yama Industrials shall serve as conclusive proof of the Client's request and its acceptance of this Agreement. All Services performed are subject to the fees and payment terms of this Agreement and all policies incorporated herein by reference, regardless of whether such fees are specified in the initial Order Form. 1.4. Incorporation and Precedence. Each Order Form is incorporated into this Main Service Agreement ("Agreement") and is subject to the terms and conditions of this Agreement and all policies published at www.resources.yamaindustrials.com and incorporated herein by reference. In the event of any conflict between an Order Form and this Agreement or any incorporated policy, the terms of this Agreement and the incorporated policies shall control. 1.5. Modification of Services. Yama Industrials reserves the right to modify, suspend, or discontinue any Service or Product at any time, with or without notice, in its sole discretion. 1.6. Client Responsibility for Policy Review. This Agreement may incorporate by reference one or more online policies. The Company reserves the right to amend such policies at its sole discretion by posting the amended versions to the applicable URL. The Company is not obligated to provide individual notice of such amendments. The Client is solely responsible for periodically reviewing all referenced policies in accordance with its own review standards. The Client's continued use of the Services following the posting of any amendments constitutes its binding acceptance thereof.

2. Service Terms and Renewals

Services may be provided on a term basis (as specified in the Order Form or invoice) or on an ad-hoc, project, or time-and-materials basis (as specified in the Order Form or invoice). For term-based Services, the Initial Service Term shall be as specified in the Order Form. At the end of the Initial Service Term, Services will automatically transition to Ad-Hoc Support Status as governed by the Post-Agreement & Ad-Hoc Support Policy, available at www.resources.yamaindustrials.com, unless Client renews for an additional term. Yama Industrials will provide Client with notice of the upcoming expiration at least sixty (60) days prior to the end of the Service Term, as a courtesy. Such notice may be provided via email, telephone, or other means of communication. This notice is provided as a courtesy to allow Client the opportunity to renew services. Failure to provide such notice does not extend the Service Term, does not impose any liability on Yama Industrials, and does not prevent the automatic transition to Ad-Hoc Support Status. Client is responsible for monitoring the expiration date and initiating renewal requests. If Client elects to renew, the renewal may be documented through a new Order Form, an amendment to the existing Order Form, or verbal agreement with Yama Industrials prior to the end of the Service Term. Any renewal will incorporate the current version of this Main Service Agreement and all related policies as published at www.resources.yamaindustrials.comat the time of renewal. Services may include, but are not limited to: technical support, implementation, configuration, installation, training, and related professional services.

3. AD-HOC SERVICES, CHANGE ORDERS, AND ACCEPTANCE

3.1. Deemed Acceptance. If Client fails to review or respond to any Deliverable within ten (10) business days of delivery, the Deliverable shall be deemed accepted. 3.2. Micro-SOWs. Client may request ad-hoc services ("Ad-Hoc Services"). Company may confirm via a Written Confirmation (email, SMS, or DM). Client acknowledges and agrees that failure to dispute a Written Confirmation within one (1) business day constitutes affirmative acceptance of the "Micro-SOW." 3.3. On-Site Authority. Client represents that any on-site personnel requesting Ad-Hoc Services have authority to bind Client.

4. Implementation and Configuration

4.1. Process and Timelines. Yama Industrials will supply and configure the Products and Services in accordance with the specifications set forth in the Order Form. Implementation timelines are estimates only and are subject to change based on factors including Customer cooperation, site readiness, and third-party dependencies.

5. Client Obligations

Client has an obligation to meet certain requirements when engaging Yama Industrials' Services. Client agrees to: (a) provide accurate and complete information necessary to perform the Services; (b) provide timely access to systems, networks, facilities, and personnel as reasonably required by Yama Industrials to perform the Services; (c) comply with all applicable laws and regulations in connection with its use of the Services and Products; (d) notify Yama Industrials promptly of any issues, problems, or changes that may affect the Services; (e) comply with the Acceptable Use Policy set forth in Section 19 of this Agreement; (f) monitor the expiration date of the Service Term and proactively communicate renewal decisions to Yama Industrials.

6. Service Level Agreement

Service level commitments, if any, are defined in a separate Service Level Agreement document or in the applicable Order Form. In the absence of a specific Service Level Agreement, no uptime guarantees or service level commitments are provided.

7. EQUIPMENT AND SOFTWARE

7.1. Client's Pre-Existing Equipment. Client is solely responsible for all hardware, software, and equipment that Client owned, leased, or otherwise controlled prior to engaging Yama Industrials' Services ("Client Equipment"). This includes, but is not limited to, routers, switches, firewalls, servers, workstations, and related infrastructure that existed before the commencement of Services. Client retains all ownership rights to Client Equipment and is solely responsible for the maintenance, security, licensing, and support of all Client Equipment. Yama Industrials disclaims any and all warranty or maintenance responsibility for Client Equipment. Yama Industrials is not responsible or liable for any delay or failure in the Services caused by Client Equipment malfunction, configuration errors, incompatibility, end-of-life status, or any other issues related to Client Equipment. Any delays or re-work caused by Client Equipment issues shall be treated as billable time. 7.2. Yama-Provided Equipment (Leased, Rented, or Subscribed). All hardware, software, or other equipment provided, leased, rented, or subscribed to by Yama Industrials as part of the Services ("Yama Equipment") remains the sole and exclusive property of Yama Industrials, Inc., regardless of where such equipment is physically located. Client is granted a limited, non-exclusive, non-transferable right to use Yama Equipment during the Service Term solely for the purposes of receiving the Services. Upon termination of this Agreement for any reason, Client must return all Yama Equipment to Yama Industrials in good working condition, subject to normal wear and tear, within fifteen (15) days. Client is responsible for all shipping costs associated with the return of Yama Equipment. Failure to do so will result in Client being invoiced for the full replacement value of such equipment.

8. Third-Party Products and Services

8.1. Third-Party Offerings. Yama Industrials may resell, recommend, or implement third-party hardware, software, or services. All third-party products and services are subject to the terms, conditions, warranties, and support provided by the respective third-party vendor. 8.2. No Warranty and Limitation of Liability. Yama Industrials makes no warranties or representations regarding third-party products or services. Customer is solely responsible for reviewing and accepting third-party terms and conditions. Yama Industrials is not liable for any issues, failures, defects, or security vulnerabilities in third-party products or services.

9. PAYMENT TERMS, TAXES, AND BILLING DISPUTES

9.1. Invoicing and Fees. Client shall pay all undisputed fees within thirty (30) days of the invoice date. Late payments will accrue interest at a rate of 1.5% per month, or the maximum rate allowed by law, whichever is lower. 9.2. Suspension for Non-Payment. Company may suspend all Services if any invoice is unpaid for more than forty-five (45) days from the due date. 9.3. Taxes. Client is responsible for all sales, use, excise, value-added, and other taxes or duties associated with the Services and Products, excluding taxes based solely on Yama Industrials' net income. If Yama Industrials is required to collect or pay such taxes, Client will reimburse Yama Industrials for such amounts. 9.4. Billing Disputes. Customer must notify Yama Industrials in writing of any billing dispute within thirty (30) days of the invoice date. Disputes must be sent to:

textYama Industrials, Inc.
Attn: Billing Department
800 Third Avenue #1292
New York, NY 10022
Email: [email protected]

The parties agree to cooperate to resolve such disputes promptly. Client shall pay the full undisputed portion of any invoice under dispute by the due date.

9.5. Scope of Billing Disputes. Billing disputes are limited to claims that Services or Products were not provided as agreed or that charges contain a billing error. Disputes regarding invoice format, level of detail, billing methodology, or presentation are not valid grounds for non-payment. Yama Industrials reserves the right to invoice using the format and level of detail it determines appropriate based on the services provided, including flat fees, hourly rates, or other pricing structures as specified in the Order Form. 9.6. Payment as Acceptance. Client's payment of any portion of an invoice constitutes final, irrevocable acceptance of the work performed as detailed in that specific invoice up to the date of payment. 9.7. Revocation of License for Non-Payment. The license to use the Deliverables granted in Section 10.1 is expressly conditioned on the Client's timely and full payment of all invoices. In the event that a Client fails to pay any invoice in full within the time period specified in Section 9.1, the license to use the Deliverables is immediately and automatically revoked. The Client must immediately cease all use of the Deliverables and, at the Company's request, provide written certification that it has done so. 9.8. Contemporaneous Exchange for New Value. The parties acknowledge and agree that all payments made by the Client to the Company under this Agreement are intended to be a contemporaneous exchange for new value. Each payment is for new services rendered and is not intended to be a payment on account of a pre-existing debt.

10. INTELLECTUAL PROPERTY

10.1. License. Upon full payment, and provided that the Client is not in material breach of any of its obligations under this MSA, Company grants Client a non-exclusive, perpetual license to use the final work product ("Deliverables"). Company retains all rights to its underlying methodologies and tools. Client shall not reverse engineer, decompile, or otherwise attempt to derive the source code or trade secrets from any Deliverable.

11. CONFIDENTIALITY

11.1. Obligations. The receiving party shall protect the disclosing party's Confidential Information with at least reasonable care. 11.2. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party without restriction before receipt; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction. For the avoidance of doubt, Client-side data that the Company cannot access shall not be deemed Confidential Information in the Company’s possession, and any Deliverables that have not yet been paid for shall be considered the Confidential Information of Yama.

12. Data Protection and Privacy

12.1. Data Handling. Yama Industrials will handle Customer data in accordance with its Privacy Policy, Zero-Knowledge Policy, and applicable data protection laws. For healthcare clients, HIPAA compliance terms are governed by a separate Business Associate Agreement. 12.2. Customer Warranty. Customer represents and warrants that it has obtained all necessary consents and permissions to provide any personal data or protected information to Yama Industrials in connection with the Services.

13. Term and Termination

13.1. Term. This Agreement begins on the Effective Date and continues for the Initial Service Term specified in the Order Form, unless earlier terminated as provided herein. 13.2. Termination for Cause by Yama Industrials. Yama Industrials may terminate this Agreement with immediate effect if the Customer is in material breach of this Agreement. A material breach is defined as, but not limited to, the non-payment of fees as detailed in the Post-Agreement & Ad-Hoc Support Policy. Upon termination under this section, all fees for the remainder of the then-current Service Term shall be accelerated and become immediately due and payable. 13.3. Termination for Convenience. Either party may terminate this Agreement without cause upon sixty (60) days' written notice to the other party. Should Customer choose to terminate this Agreement pursuant to this Section 13.3, Customer shall pay to Yama Industrials an early termination fee equal to the sum of all monthly recurring fees remaining in the then-current Service Term. This payment is due in full upon the effective date of termination. 13.4. Effect of Termination. Upon expiration or termination of this Agreement for any reason, Customer's account will transition to Ad-Hoc Support Status as governed by the Post-Agreement & Ad-Hoc Support Policy, available at www.resources.yamaindustrials.com. Customer must immediately cease using all Services and Products for which subscriptions have expired or been terminated. Customer remains obligated to pay all fees and charges incurred through the termination date, plus any applicable termination fees. 13.5. Survival. The following sections shall survive termination: 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18.

14. INDEMNIFICATION

14.1. By Company. Company will defend and indemnify Client from third-party claims alleging the Deliverables infringe a third-party IP right. This obligation shall not apply to claims arising from: (a) Client's modifications; (b) use with third-party systems not provided by Company; (c) Client's data; or (d) Company's compliance with Client's instructions. 14.2. By Client. Client will defend and indemnify Company from claims arising from Client's misuse of Services, Client's data, or breach of this MSA. 14.3. Procedure. The Indemnifying Party controls the defense but may not settle any claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, and provided such settlement does not impose any admission of liability or obligation on the Indemnified Party.

15. WARRANTIES AND COOPERATION

15.1. Company Warranty. Company warrants Services will be performed in a professional manner. 15.2. Client Cooperation. Client agrees to cooperate in good faith. 15.3. DISCLAIMER OF WARRANTIES. Yama Industrials does not warrant or guarantee that the Services and Products will be uninterrupted, error-free, or completely secure. The Services and Products are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Yama Industrials disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Yama Industrials does not warrant that the Services will meet Customer's specific requirements or that any defects will be corrected. Customer acknowledges that the use of the Services and Products is at Customer's sole risk. This disclaimer does not affect any warranties that cannot be excluded or limited under applicable law.

16. LIMITATION OF LIABILITY

16.1. EXCLUSION OF INDIRECT DAMAGES. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES. 16.2. MONETARY CAP. COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT UNDER THE APPLICABLE SOW IN THE 12 MONTHS PRECEDING THE CLAIM. 16.3. Exclusions from Cap. The Monetary Cap shall not apply to: (a) indemnification obligations; (b) breaches of confidentiality; or (c) Client's payment obligations.

17. DISPUTE RESOLUTION

17.1. Good Faith Negotiation. Parties agree to first negotiate any dispute in good faith. 17.2. Executive Escalation. If unresolved, the dispute will be escalated to a senior executive from each party. 17.3. Mandatory Mediation. If still unresolved, the dispute will be submitted to mandatory, non-binding mediation in a location to be mutually agreed upon by the parties. If no agreement can be reached, the mediation shall take place in New York, NY. 17.4. BINDING ARBITRATION. IF A DISPUTE REMAINS UNRESOLVED, IT SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY JAMS IN A LOCATION TO BE MUTUALLY AGREED UPON BY THE PARTIES. IF NO AGREEMENT CAN BE REACHED, THE ARBITRATION SHALL TAKE PLACE IN NEW YORK, NEW YORK. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK TEMPORARY OR INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO PREVENT IRREPARABLE HARM PENDING ARBITRATION.

18. GENERAL PROVISIONS

18.1. Entire Agreement. This Agreement, together with all Order Forms and incorporated policies and documents, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof. 18.2. Amendments. Yama Industrials may amend this Agreement at any time by posting the revised terms at www.resources.yamaindustrials.com. It is Customer's responsibility to review the Agreement periodically for changes. Continued use of the Services after any amendment constitutes acceptance of the amended terms. 18.3. Assignment. Customer may not assign or transfer this Agreement without Yama Industrials' prior written consent. Yama Industrials may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void. 18.4. Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is sought. No waiver of any breach will constitute a waiver of any subsequent breach. 18.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable. 18.6. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties. 18.7. Notices. All notices under this Agreement must be in writing and delivered to the addresses specified in the Order Form or in this Agreement. Notices may be delivered by email, certified mail, or nationally recognized courier service. Notices are deemed received upon delivery. 18.8. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and does not confer any rights upon any third party. 18.9. Counterparts. This Agreement and any Order Forms may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one agreement. Electronic signatures are valid and binding. 18.10. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, civil unrest, strikes or other labor disputes, natural disasters, government actions, pandemics, epidemics, or other public health emergencies; internet, telecommunications, or power failures; supply chain or third-party service provider failures; cosmic events (including, but not limited to, solar flares, geomagnetic storms, and meteorite impacts); malicious software (including, but not limited to, ransomware and AI-driven cyberattacks); and any other unforeseen events or circumstances. 18.11. Limitation on Actions. No legal action may be brought more than one (1) year after the cause of action arises, to the extent permitted by applicable law. 18.12. Zero-Knowledge and Data Handling. The Company's services are provided on a "zero-knowledge" basis. All Client data is processed on the client-side, and the Company has no ability to access, view, or decrypt such information. As such, Client is solely and exclusively responsible for the security and backup of its data. Any personally identifiable information collected by the Company for the purposes of account management and billing shall be governed by the Company's public-facing Privacy Policy, which is incorporated herein by reference. The Company shall not be liable for any loss or breach of data that is not in its direct possession and control. 18.13. Non-Solicitation. For the term of this Agreement and twelve (12) months thereafter, Client shall not solicit for employment any Company employee. This restriction does not apply to general public solicitations not targeted at Company employees. 18.14. Governing Law & Jurisdiction. This Agreement is governed by New York law. Courts of competent jurisdiction in the State of New York, County of New York, shall have authority solely to compel arbitration, enforce arbitration awards, and issue provisional or injunctive relief in aid of arbitration. 18.15. Publicity. Neither party may use the other's name or logo in marketing materials without prior written consent. 18.16. Attorney's Fees. The prevailing party in any dispute is entitled to recover its reasonable attorney's fees and court costs.

19. ACCEPTABLE USE

This Section applies solely to Client’s use of any Subscription Services or access to Company-operated systems. Client shall not use the Subscription Services to: (a) transmit unlawful material; (b) transmit malicious code; (c) attempt to gain unauthorized access to any systems; or (d) violate any applicable laws. A breach of this Section is a material breach of this Agreement.