MASTER SERVICE AGREEMENT

Version: V1.1.1 | Effective Date: 01/01/2026

This Master Services Agreement (“Agreement” or “MSA”) governs services provided by Threshold Inc. (“Threshold,” “we,” “us”) to any company or organization that executes a Trial Outcome and Confidentiality Agreement, purchases a Container, or otherwise initiates services with Threshold (“Client,” “you”). This MSA becomes binding upon the earlier of: execution of a Trial Outcome referencing this MSA; purchase of a Container; or commencement of services. The version in effect on the date a Trial Outcome or Drive begins governs that engagement.

1. Threshold Standardized Execution Service

Threshold provides structured, outcome-based execution services under defined Drives. Client and Threshold align in writing on an Outcome and governing terms. After Alignment approval and Drive Start, Threshold executes Runs under locked terms. Client purchases prepaid capacity in Containers, and Units are deducted as Runs are completed.

2. Containers and Units

2.1 What You Buy

Prepaid execution capacity in Containers. Unless otherwise agreed: 1 Container = $10,000; 400 Units per Container; $25 per Unit.

2.2 What a Unit Is

A Unit is Threshold’s standard execution block. Units fund completed Runs. They are not hourly billing and may not be fractional.

2.3 What Units Do Not Guarantee

Units pay only for executed Runs and do not guarantee completion, success, business results, or continued effort. Units are prepaid execution capacity, not deposits or retainers.

3. Getting Started

3.1 Agreement Required

Execution does not begin until this Agreement is accepted.

3.2 Threshold Starting User

Client will provision one licensed internal Google Workspace or Microsoft 365 user account for Threshold. Client pays for this license. Removal or blocking may pause execution.

4. Trial Engagement

Client may begin with one Trial Outcome, capped at 400 Units. Trial execution follows standard Alignment, lock, stop, and declaration rules. The Trial ends upon closure under Section 5, 400 Units tracked, or Client electing to continue. If Client continues, tracked Units are deducted from the first purchased Container. If not, work stops and no payment obligation is created.

5. Execution Core

Alignment means written authorization defining the Outcome and governing terms. Drive means the bounded execution container. Drive Start is the immutability point where execution begins. Outcome is the defined result pursued. Win Conditions are objective criteria for success. Run is a discrete execution block. Closure Artifact is the written declaration of the Drive’s end state.

No Drive begins without written approval. At Drive Start, Objective context, Key Result, Outcome, Win Conditions, Uncertainty (if used), and timebox (if used) are locked. Changes require a new Drive. Units are consumed when Runs are completed in good faith under locked terms. Threshold retains sole professional judgment over sequencing and execution. Execution must halt if Outcome resolves, context changes, timebox expires, continuing would require changing locked terms, or evidence makes continuation irrational. Threshold has sole authority to declare Outcome achieved or not achieved and to issue Closure Artifacts. Threshold guarantees disciplined execution under locked terms; business results are not guaranteed.

6. Funding and Capacity

Execution is funded through prepaid Containers. A Container is funded only when payment is received. If Units are exhausted, execution pauses automatically.

7. Units and Ledger

Units are deducted only for completed Runs. Client has access to a Unit Ledger. Oldest Units are consumed first.

8. Payment Terms

Containers are purchased in $10,000 increments unless otherwise agreed. Invoices are due upon receipt. Late payments may incur 1.5% monthly interest. Execution may be suspended for failed payment.

9. Termination

Client may terminate at any time by written notice. Threshold may terminate for convenience with 14 days notice. Unused paid Units are refunded within 10 business days. Used Units are non-refundable except for verified billing errors.

10. Intellectual Property

Client retains ownership of Client Materials. Threshold retains ownership of Threshold Materials, including systems, frameworks, and derivatives. Deliverables uniquely created for Client are owned by Client upon full payment, excluding embedded Threshold Materials, which are licensed for internal use only.

11. Confidentiality

Each party will protect Confidential Information with reasonable care. Confidentiality survives termination for three years.

12. Limitation of Liability

No indirect damages. Threshold’s total liability is capped at amounts paid in the six months prior to the claim. Confidentiality breach cap is the greater of 12 months’ payments or $100,000.

13. Indemnification

Each party indemnifies the other for third-party claims arising from its breach or misconduct. Threshold provides IP indemnity for Threshold Materials only.

14. Legal Basics

Threshold is an independent contractor. No partnership or fiduciary relationship is created. Disputes are subject to mediation and binding arbitration in Clark County, Nevada. Jury trial is waived.

15. Notices

Legal notices must be emailed to accounts@threshhold.com (Threshold) and the email associated with Client’s Threshold account unless otherwise designated in writing.

16. Governing Law

This Agreement is governed by the laws of the State of Nevada. Venue is Clark County, Nevada.