Master Service Agreement

1) Threshold Standardized Execution Service

Threshold provides structured, outcome-based execution services under defined Drives. Client and Threshold align in writing on a defined Outcome and the terms that govern it. After Alignment approval and Drive Start, Threshold executes discrete Runs under those locked terms. Client purchases prepaid capacity in Containers, and Units are deducted from Client’s balance as Runs are executed.

This Agreement applies to all Trial Outcomes, Drives, Containers, and related services initiated by Client, unless otherwise expressly agreed in writing.

2) Containers and Units

2.1 What you buy

You purchase prepaid execution capacity in Containers. A Container is a bundle of Units.

Unless otherwise stated in writing:

• 1 Container = $10,000
• 400 Units per Container
• $25 per Unit

2.2 What a Unit is

A Unit is Threshold’s standard work block. Units fund executed Runs as defined in Section 5 (Execution Core). Units are not billed by the hour.

Minimum increment is 1 Unit. No fractional Units.

2.3 What Units do and do not buy

Units pay only for executed Runs. Units do not purchase advisory time or general availability. Units do not guarantee:

• Completion
• Success
• Continued effort
• Favorable results
• Business performance

Units are consumed when Runs are executed.

Units are prepaid execution capacity and are not deposits or retainers.

3) Getting Started Requirements

3.1 Agreement required

Threshold will not begin execution until this Agreement is accepted.

3.2 Threshold Starting User

To enable secure collaboration and system access, Client will provision one full licensed internal user account in its Google Workspace or Microsoft 365 domain for Threshold (the “Threshold Starting User”).

Minimum requirement: email access for communication and to receive access invites. Client pays for the license.

If Client removes, disables, or blocks the Threshold Starting User, Threshold may pause execution until access is restored.

3.3 Transition before access removal

If the relationship ends, Client may disable the Threshold Starting User at any time, but disabling it early may prevent a clean handoff. Unless Client states otherwise in writing, Client will disable the Threshold Starting User within 30 days after the relationship ends.

4) Trial Engagement

4.1 Trial for first Outcome

Client may begin with a trial for its first Outcome (the “Trial Outcome”). The Trial Outcome follows the same execution rules as paid execution, including Alignment, lock, stop conditions, declaration authority, and Closure Artifacts under Section 5. The difference lies only in the commercial terms described in this Section 4.

During the Trial Outcome:

• Units are tracked as Runs are completed.
• Tracked Units apply only to the Trial Outcome unless Client elects to continue as described below.
• Threshold works only on the Trial Outcome unless Client elects to begin a second Outcome.
• Execution during the Trial Outcome will not exceed 400 Units.

The Trial Outcome ends at the earliest of:

• The Trial Outcome closes under Section 5;
• 400 Units are tracked; or
• Client elects to begin a second Outcome or otherwise continue execution beyond the Trial Outcome.

If 400 Units are tracked before closure, Threshold will close the Trial Outcome based on available evidence and locked terms and issue the required Closure Artifact.

If Client elects to begin a second Outcome or otherwise continue execution, the Trial Outcome ends immediately and Client agrees to purchase its first Container. Units tracked during the Trial Outcome are then deducted from that first Container and treated as paid Units.

If Client does not elect to continue after the Trial Outcome ends, work stops and the relationship ends. The Trial Outcome does not create a payment obligation unless Client elects to continue.

Trial Work Product created specifically for Client is owned by Client under Section 11.1.

4.2 What counts as choosing to continue

Any of the following is a “continue” trigger:

• Approving a second Outcome,
• Asking Threshold to continue work after the Trial Outcome closes,
• Asking Threshold to continue once the trial reaches 400 Units without closing, or
• Asking Threshold to begin any additional Drive.

If a continue trigger occurs, Client agrees to purchase the first Container.

Threshold may request an approved payment method before or during the trial. If Client has provided an approved payment method in advance, Client authorizes Threshold to charge that payment method for the first Container upon a continue trigger.

If no approved payment method has been provided, Threshold may invoice Client for the first Container and may pause execution until sufficient paid Units are available.

Threshold is not required to perform execution beyond the trial unless sufficient paid Units are available.

5) Execution Core

5.1 Definitions

Alignment

The written authorization that defines what Threshold is authorized to pursue and the terms that govern that work. Alignment must be approved in writing by the Outcome Approver before any Drive may start.

Alignment includes:

• Executive owner
• Objective context
• One selected Key Result (for the Drive)
• Outcome description
• Win Conditions
• Any Uncertainty and Uncertainty Conditions (if used)
• Projection disclosure
• Any timebox (if used)

Drive

A Drive is the bounded execution container Threshold runs for a specific Outcome under approved Alignment. All Runs occur inside a Drive.

Drive Lock

The point where the Drive terms are committed and ready to start. Before Drive Start, the terms may still be edited by re-approval in writing.

Drive Start

The moment Threshold begins execution in a Drive. Drive Start is the immutability point described in Section 5.3.

Outcome

The defined result Threshold will pursue within a Drive, tied to one selected Key Result.

Win Conditions

The objective conditions that must be satisfied for the Outcome to be achieved.

Uncertainty (optional)

A defined unknown that may block the Outcome or may block the next decision after the Outcome is resolved.

Uncertainty Conditions

The objective conditions that must be satisfied for the Uncertainty to be considered resolved.

Run

A discrete block of execution work performed within a Drive toward the aligned Outcome.

Closure Artifact

Threshold’s written declaration stating the end state of the Drive and summarizing the evidence basis for that declaration.

Outcome Approver

The person authorized by Client to approve Alignment and authorize Drive Start. If none is designated, Client’s CEO is the default Outcome Approver.

5.2 Alignment and authorization required

Threshold will not begin a Drive until Alignment is approved in writing by the Outcome Approver.

Alignment approval and authorization to begin a Drive must be in writing (email, Threshold app logs, or a message thread). A meeting alone is not approval unless followed by written confirmation.

5.3 Drive Lock, Drive Start, and immutability

Before Drive Start, Threshold may draft and update the Drive terms for review, and Client may request edits. Threshold will not begin execution until Drive Start is authorized in writing by the Outcome Approver.

At Drive Start, the following terms become locked for that Drive and may not be changed:

• Objective context
• Selected Key Result
• Outcome description
• Win Conditions
• Any Uncertainty and Uncertainty Conditions
• Any timebox (if used)

Any requested change to a locked term requires a new written approval and a new Drive. Threshold will pause or close the active Drive before continuing under revised terms.

No change applies retroactively to completed Runs.

Threshold is not obligated to perform work outside the locked terms of a Drive without new written approval and sufficient funded capacity.

5.4 Units and execution judgment

Units are consumed when Runs are completed in good faith toward the aligned Outcome under locked terms.

Threshold retains sole professional judgment over sequencing and execution within locked terms.

Client disagreement regarding strategy, sequencing, or perceived value does not reverse Unit consumption.

5.5 Mandatory stop conditions

Threshold must halt execution in a Drive when any of the following occurs:

• Outcome resolution (achieved or not achieved)
• Uncertainty resolution (if used)
• Objective context or selected Key Result changes, is retired, replaced, or is otherwise invalidated
• Alignment is no longer valid for the Drive, or execution must be paused under Section 5.8
• Continuing would require changing locked terms
• Timebox expiration (if specified in Alignment)
• Evidence-based irrational continuation
• A material integrity issue that prevents disciplined continuation under locked terms

Stop Conditions override Client preference and remaining Units.

5.6 Evidence-based irrational continuation

Execution must halt if evidence demonstrates that continuing would not be rational under locked terms, including:

• Win Conditions cannot be satisfied without changing locked terms;
• Continued Runs would not materially affect satisfaction of Win Conditions;
• A dependency or constraint makes success under locked terms no longer reasonably achievable.

5.7 Timebox clarification

Client acknowledges that Threshold’s typical initial timebox standard for a Drive is 30 days unless otherwise specified in Alignment. The binding timebox, if any, is only what is written in Alignment.

5.8 Alignment review and freeze

If Threshold reasonably determines that Alignment must be reviewed before execution can continue (for example, due to conflicting instructions, missing approvals, or a material integrity concern), Threshold may pause Runs until the issue is resolved.

If Threshold determines that the Drive cannot continue under the existing Alignment, Threshold will stop the Drive and proceed to closure under the locked terms.

5.9 Declaration authority

A Drive must be stopped before it can be closed. Threshold will not continue execution after a Drive is stopped. Closure is the final step and is documented in the Closure Artifact. Threshold will make declarations in good faith based on evidence evaluated against locked terms.

Threshold has sole authority to declare, based on evidence evaluated against locked terms:

• Outcome achieved
• Outcome not achieved
• Uncertainty resolved (if used)
• Uncertainty not resolved (if used)
• Stop Condition triggered

Client acceptance or disagreement does not control these declarations.

5.10 Client Decision Responsibility

Client retains sole responsibility for business decisions, implementation choices, and operational execution outside the defined Outcome. Threshold provides structured execution within agreed terms but does not assume control of Client’s business operations.

5.11 Closure and end states

Every execution effort must conclude with exactly one Closure Artifact stating one of:

Decisive Change

Outcome achieved and Uncertainty resolved

Business Change

Outcome achieved and Uncertainty not resolved or not used

Knowledge State

Outcome not achieved and Uncertainty resolved

Failure State

Outcome not achieved and Uncertainty not resolved or not used

No other end state applies.

If Client fails to respond to reasonable Threshold requests required to proceed (including requests required to validate evidence, confirm access, or confirm a required client-side action) for 10 business days, Threshold may declare closure based on available evidence and locked terms and issue the Closure Artifact.

5.12 Run-level disputes

Client may dispute a specific Run in writing within 30 days after the applicable Closure Artifact is delivered or the relationship ends, whichever occurs first.

Disputes may concern:

• Billing or logging errors
• Alleged execution outside locked terms
• Alleged lack of good-faith execution toward the Outcome

If a billing error is verified, Threshold will correct it.

If Threshold determines that a Run was executed in good faith under locked terms, Units remain consumed. Threshold may issue discretionary credits or refunds as a goodwill gesture. Such credits:

• Are not admissions of breach
• Do not create ongoing refund rights
• Do not alter declaration authority

Threshold will declare an Outcome achieved only when the Win Conditions are satisfied. If Uncertainty is used, Threshold will declare the Uncertainty resolved only when the Uncertainty Conditions are satisfied.

5.13 Guarantee scope

Threshold guarantees disciplined execution under locked terms, evidence-based evaluation against Win Conditions (and Uncertainty Conditions if used), and delivery of required declarations and Closure Artifacts.

Threshold does not guarantee business results, including revenue, profitability, growth, adoption, valuation, or other downstream performance. Client is responsible for selecting Objectives and approving Outcomes.

6) Funding and Capacity

Execution is funded through prepaid Containers purchased in $10,000 increments (400 Units per Container unless otherwise agreed in writing).

A Container is considered funded only when payment has been successfully received by Threshold.

Units accumulate in Client’s balance and roll forward across Drives while this Agreement remains in effect.

Threshold will not begin or continue execution unless sufficient funded Units are available in Client’s balance.

If funded Units are exhausted during a Drive, execution pauses automatically. Threshold will not exceed funded Unit capacity without Client’s explicit authorization to purchase an additional Container.

Most Drives typically resolve within one Container of funded capacity, but this is not guaranteed.

Containers fund execution capacity only and do not alter Outcome definitions, stop conditions, or declaration authority.

6.1 Capacity Notice and Recharge

When approximately 80% of funded Units reasonably expected to be required for the active Drive have been consumed, Threshold will notify Client.

If continued execution is projected to require additional funded capacity, and Client has provided an approved payment method, Client authorizes Threshold to charge an additional Container unless Client objects in writing within 2 business days of notice.

If Client objects, execution will pause upon exhaustion of funded Units.

Threshold will not charge additional Containers without prior notice as described in this Section.

6.2 Pause, Expiration, and Restart

If execution is paused due to insufficient funded Units or failed payment, Threshold will suspend all Runs immediately.

If execution remains paused for more than 5 business days due to insufficient funding or failed payment, Threshold may:

• Close the active Drive under the locked terms based on available evidence; or
• Require a new Drive and new written Alignment before execution may resume.

Threshold is not obligated to hold a Drive open indefinitely during periods of nonpayment.

Units tracked or deducted prior to a payment failure remain consumed and are not reversed.

7) Units and Ledger

Units are deducted only for completed Runs.

Units remain in Client’s balance and may be applied to subsequent Drives while this Agreement remains active.

A Run is considered billable when it is completed and logged in the Unit Ledger with a description of what was done and which Drive it supported.

Client has access to a Unit Ledger showing Units consumed by completed Run.

If multiple Containers exist, Units are deducted from the oldest purchased Units first.

8) Payment and ACH Terms

Containers are purchased in $10,000 increments unless otherwise agreed in writing.

Client authorizes Threshold to charge approved payment methods for purchased Containers.

A Container is considered funded only when payment has been successfully received by Threshold.

Invoices are due upon receipt unless stated otherwise in writing.

If a payment is rejected, reversed, or fails for any reason not due to verified bank error, funded status is revoked.

Late payments may incur interest at 1.5% per month or the maximum allowed by law.

Threshold may suspend execution for failed ACH transfers or overdue payments.

Client will reimburse reasonable bank fees caused by rejected or reversed ACH transfers not due to verified bank error.

Client may not withhold, offset, or net amounts against invoices except for a written credit Threshold issues.

9) Termination and Refunds

9.1 Termination

Client may terminate this MSA at any time by written notice.

A Trial Outcome or Drive may close or end in accordance with Section 5 without terminating this MSA.

Termination of this MSA ends all active Drives and access to Threshold-hosted systems, subject to Section 11 (Intellectual Property) and Section 9.2 (Refund of Unused Paid Units).

Threshold may terminate for convenience with 14 days written notice.

Either party may terminate for material breach (other than nonpayment) if the other party does not cure within 10 business days after written notice describing the breach.

Threshold may terminate immediately if:

• Client reverses or rejects an ACH transfer without a verified bank error;
• Client requests or directs unlawful activity; or
• Threshold reasonably determines continued performance would create a material legal, security, or safety risk.

Threshold may also terminate if Client fails to pay undisputed amounts and does not cure within 30 days after written notice.

Termination does not prevent issuance of required Closure Artifacts for active execution efforts.

9.2 Refund of unused paid Units

Unused paid Units will be refunded within 10 business days after termination.

Refund amount = unused paid Units × the Unit price Client paid for those Units.

Threshold may deduct any undisputed unpaid amounts Client owes from any refund.

Used Units for executed Runs are non-refundable except for verified billing errors or discretionary credits.

9.3 Offboarding handoff summary (optional)

If Client requests it, Threshold will provide a brief handoff summary of active Outcomes and the current state of work within 10 business days after the relationship ends.

10) Subcontractors

Threshold may use employees or independent contractors to perform services under this Agreement.

All such contractors act under Threshold’s direction and supervision. Threshold remains fully responsible for the performance of services under this Agreement, regardless of whether the work is performed by Threshold personnel or its contractors.

Nothing in this Agreement creates any contractual relationship between Client and any Threshold contractor.

11) Intellectual Property

11.1 Definitions

For purposes of this Agreement:

“Client Materials” means all data, content, information, documents, branding, business processes, and proprietary materials provided by Client to Threshold.

“Threshold Materials” means all methodologies, frameworks, systems, tools, templates, automation scripts, prompts, configurations, architectures, logic models, execution processes, improvements, derivatives, and proprietary materials owned or developed by Threshold, whether created before, during, or after the Services.

“Deliverables” means tangible work product created specifically and uniquely for Client as part of a Drive and tailored to Client’s business operations, excluding Threshold Materials.

11.2 Ownership of Client Materials

Client retains all right, title, and interest in and to Client Materials.

Threshold acquires no ownership rights in Client Materials.

11.3 Ownership of Threshold Materials

Threshold retains all right, title, and interest in and to Threshold Materials.

Threshold Materials include all underlying systems, configurations, logic, frameworks, templates, execution models, automation architecture, improvements, and derivatives, including those embedded within Deliverables.

Nothing in this Agreement transfers ownership of Threshold Materials to Client.

11.4 Ownership of Deliverables

Upon full payment of applicable fees, Client owns Deliverables created specifically and uniquely for Client, excluding embedded Threshold Materials.

To the extent Deliverables incorporate Threshold Materials, Threshold grants Client a non-exclusive, non-transferable, perpetual license to use such embedded Threshold Materials solely as incorporated into the Deliverables and solely for Client’s internal business purposes.

Client may not:

• Reverse engineer, deconstruct, or extract Threshold Materials;
• Resell, sublicense, or commercialize Threshold Materials;
• Use Threshold Materials to develop competing products or services;
• Transfer embedded Threshold Materials separate from the Deliverables.

11.5 Access to Configured Systems and Tools

As part of the Services, Threshold may provide Client access to configured tools, systems, workflows, or infrastructure built using Threshold Materials.

Such access:

• Is provided solely in connection with the Services;
• Is non-exclusive and non-transferable;
• Is for Client’s internal business use only;
• Is contingent upon an active Agreement and sufficient funded Units;
• Does not transfer ownership of any Threshold Materials or underlying system architecture.

Threshold may suspend access if:

• Funded Units are exhausted;
• Payment obligations are not met; or
• This Agreement is terminated.

Threshold does not warrant uninterrupted or error-free operation of any tools, systems, or infrastructure provided in connection with Services.

11.6 Derivatives and Improvements

All improvements, enhancements, configurations, adaptations, refinements, and derivatives of Threshold Materials, whether developed during or after engagement with Client, remain the sole property of Threshold.

Threshold may use, reuse, modify, and incorporate such improvements in providing services to other clients, provided that Client’s Confidential Information is not disclosed.

11.7 Data and Deliverables Upon Termination

Upon termination of this Agreement:

• Client retains ownership of Client Materials and Deliverables;
• Client may request a commercially reasonable export of Client Materials and Deliverables in a standard format.

Access to Threshold-hosted systems, configurations, and infrastructure may be discontinued upon termination unless otherwise agreed in writing.

Termination does not grant Client ownership of Threshold Materials or system architecture.

11.8 No Implied License

Except as expressly stated in this Section, no license or ownership rights are granted by implication, estoppel, or otherwise.

12) Confidentiality

“Confidential Information” means non-public business, technical, financial, or operational information that a party shares with the other party and that a reasonable person would understand is confidential.

Each party will protect the other party’s Confidential Information with reasonable care and will use it only to perform or receive services under this Agreement.

Confidentiality does not cover information that is independently developed, publicly available without breach, or rightfully received from a third party without confidentiality obligations.

If a party is required by law to disclose Confidential Information, it may do so, but it will give the other party prompt notice (if legally permitted) and cooperate to limit disclosure.

If Client asks, Threshold will return or destroy Client’s Confidential Information, except that Threshold may retain archival copies for legal, compliance, and backup purposes, subject to this confidentiality obligation.

Confidentiality survives termination for three years, except trade secrets remain protected as long as they qualify as trade secrets.

13) Security and Data

Threshold will maintain commercially reasonable safeguards.

Client will not provide regulated sensitive data (PCI, HIPAA, etc.) unless separately agreed in writing, including any required data processing addendum.

Threshold will access Client systems only as Client authorizes. Client is responsible for configuring access and permissions.

14) What Threshold Does Not Do

Threshold does not:

• Provide legal, tax, accounting, or regulated professional advice
• Act as employer-of-record, staffing firm, or PEO
• Guarantee business results
• Take control of Client systems without granted access
• Guarantee regulatory compliance unless expressly agreed in writing.

15) Warranties and Disclaimers

Threshold will perform Services in a professional manner consistent with similar service providers operating in comparable circumstances.

Except for the execution integrity guarantee in Section 5.11, all other warranties are disclaimed to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

16) Limitation of Liability

To the maximum extent allowed by law:

No indirect damages. Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or lost profits, lost revenue, or business interruption.

General cap (Threshold). Threshold’s total liability arising out of or related to this Agreement is limited to the amount Client paid Threshold for Containers in the 6 months immediately before the event giving rise to the claim.

Confidentiality cap (both parties). A party’s total liability for breach of Section 12 (Confidentiality) is limited to the greater of: (a) the amount Client paid Threshold for Containers in the 12 months immediately before the event giving rise to the claim, or (b) $100,000.

Payment obligations are not limited. Nothing in this Section 16 limits Client’s obligation to pay amounts owed under this Agreement or reimburse bank fees under Section 8.

This limitation applies in the aggregate to all claims arising out of or relating to this Agreement and applies regardless of legal theory.

This Section 16 does not limit either party’s indemnification obligations under Section 17.

17) Indemnification

17.1 Mutual indemnity

Each party will defend, indemnify, and hold harmless the other party and its officers, directors, employees, contractors, and agents from third-party claims arising out of:

• its breach of this Agreement,
• its misconduct, or
• its misuse of materials or Work Product under this Agreement,

except to the extent caused by the other party’s material breach.

17.2 Threshold IP indemnity (Threshold Materials only)

Threshold will defend, indemnify, and hold harmless Client from third-party claims that Threshold Materials, as provided and used as permitted under this Agreement, infringe a third party’s U.S. intellectual property rights.

This does not cover claims caused by:

• Client data or content,
• Client modifications,
• combinations with items not provided by Threshold, or
• use outside the permissions in this Agreement.

17.3 Indemnity procedure

The party seeking indemnity must promptly notify the other party in writing, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense.

The indemnifying party cannot settle in a way that admits fault or imposes obligations on the indemnified party without written consent.

17.4 If Threshold Materials become a problem

If Threshold reasonably believes Threshold Materials are likely to become the subject of an infringement claim, Threshold may:

• obtain the right for Client to keep using them,
• replace or modify them so they are non-infringing, or
• if neither is commercially reasonable, terminate the affected portion of services and refund unused paid Units reasonably attributable to that affected portion.

18) Publicity and Case Studies

Neither party may use the other party’s name, logo, or trademarks in marketing materials without prior written consent.

Threshold may describe the nature of services provided and the results achieved in generalized or anonymized form, provided that no Confidential Information is disclosed and Client is not identifiable.

Any named case study, testimonial, press release, or public reference identifying Client will require Client’s prior written approval.

19) Legal Basics

Threshold is an independent contractor. This Agreement does not create a partnership, joint venture, employment relationship, or fiduciary relationship. Nothing in this Agreement authorizes Threshold to bind Client or act as its agent unless expressly authorized in writing.

Compliance with Law

Each party will comply with all applicable laws and regulations in performing its obligations under this Agreement.

Client will not request or direct unlawful activity. Threshold may refuse requests that would violate law or create a material security risk.

No Fiduciary Relationship

Threshold is not a fiduciary of Client. Nothing in this Agreement creates fiduciary duties, partnership duties, or trustee-like obligations. Threshold provides professional services under defined Outcomes. Client retains ultimate authority over its business decisions.

Invoices and Purchases

Invoices, order forms, or purchase flows may specify the number of Containers purchased, pricing for that purchase, and payment timing. Unless an invoice or order form explicitly states that it overrides a specific term of this Agreement, this Agreement controls.

No Reliance on External Statements

Client acknowledges that it has not relied upon any representations, statements, projections, or promises not expressly set forth in this Agreement. No oral or informal statements modify this Agreement.

Dispute Resolution

The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement, any Trial Outcome, or any Drive through informal discussions between senior representatives of each party.

If a dispute is not resolved within 30 days of written notice of the dispute, either party may request non-binding mediation. The mediation shall be conducted confidentially in Clark County, Nevada, with a mutually agreed mediator. Each party shall bear its own costs and share mediator fees equally.

If the dispute is not resolved through mediation within 45 days of the mediation request, the dispute shall be resolved exclusively by binding arbitration conducted in Clark County, Nevada under the Commercial Arbitration Rules of the American Arbitration Association, unless the parties agree otherwise.

The arbitration shall be conducted before a single arbitrator experienced in commercial contract disputes. The arbitrator may award monetary damages consistent with the limitations set forth in this Agreement but shall not modify the terms of this Agreement.

The arbitrator’s decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Each party knowingly and voluntarily waives any right to trial by jury for any dispute arising out of or relating to this Agreement, any Trial Outcome, or any Drive.

All mediation and arbitration proceedings shall be confidential, except as necessary to enforce an award or as required by law.

All disputes are subject to the Limitation of Liability provisions set forth in this Agreement.

Assignment

Neither party may assign this Agreement without the other party’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets, with written notice.

No Third-Party Beneficiaries

This Agreement benefits only the parties and does not create any third-party beneficiary rights.

Force majeure applies.

If a provision is unenforceable, the remainder remains in effect.

This Agreement is the entire agreement and may be modified only in writing.

Electronic acceptance is valid.

Notices

Legal notices must be emailed to:

• Threshold: accounts@threshhold.com
• Client: the email address associated with Client’s Threshold account or the email address on Client’s most recent invoice, unless Client provides a different notice email in writing to accounts@threshhold.com.

Email is the legal notice channel unless the parties agree otherwise in writing.

20) Governing Law

This Agreement is governed by the laws of the State of Nevada, excluding conflict of laws rules. Venue is in Clark County, Nevada.