Enterprise & Bespoke Integration Master Services Agreement

1. Structure

This MSA establishes the framework under which Island Pitch will provide professional services and license rights to Customer. Specific engagements are defined in one or more SOWs, each of which references this MSA and specifies: scope, deliverables, milestones, acceptance criteria, fees, expenses, schedule, project staffing, and any engagement-specific terms.

Order of Precedence: (1) the executed SOW; (2) any Order Form for subscription rights; (3) this MSA; (4) the Data Processing Addendum; (5) the SLA; (6) the AUP; (7) the SaaS Subscription Agreement; (8) the Terms of Service; (9) the Privacy Policy. SOW-specific terms apply only to the SOW in which they appear unless explicitly stated otherwise.

2. Services and SOWs

Each SOW will describe the professional services to be performed (collectively, “Services”) and the materials, software, designs, content, and other items to be delivered (collectively, “Deliverables”). Typical scope includes: bespoke WordPress and plugin development, custom REST endpoints, NFC card program design, brand-specific UI customization, white-labeled experience tools, single sign-on integration, ERP/CRM/POS integrations, data migrations, training, and on-site or remote project enablement.

Change Orders. Changes to scope, schedule, fees, or staffing must be documented in a written change order signed by both parties before the change takes effect.

Acceptance. Each SOW will define acceptance criteria. Unless otherwise stated, Customer will have ten (10) business days following delivery of a Deliverable to either accept it or notify Island Pitch in writing of specific failures to meet the acceptance criteria. Island Pitch will use commercially reasonable efforts to correct identified failures and resubmit. If Customer does not provide notice within the acceptance period, the Deliverable is deemed accepted.

3. Project Staffing and Performance

Island Pitch will assign personnel reasonably qualified to perform the Services. Island Pitch may use employees, contractors, and agents (collectively, “Personnel”) and remains responsible for their performance under this MSA. Each party will designate a project lead empowered to make day-to-day decisions and act as the primary point of contact.

Island Pitch will perform the Services in a workmanlike and professional manner consistent with generally accepted industry standards. Time and dates are targets, not guarantees, unless an SOW expressly designates a date as a guaranteed delivery date with a specific remedy.

Non-Solicitation. During the term of this MSA and for twelve (12) months after, neither party will, without the other's prior written consent, solicit for employment any Personnel of the other party who was substantively involved in performing or receiving Services. General job postings and unsolicited applications are not violations.

4. Fees, Expenses, and Invoicing

• • Fees: As specified in each SOW (fixed-fee, time-and-materials, or hybrid). Time-and-materials rates apply to scope outside the SOW only with a written change order.
• • Expenses: Customer reimburses pre-approved, reasonable, documented out-of-pocket expenses (travel, third-party tooling, third-party API fees) at cost.
• • Invoicing: Island Pitch invoices monthly (T&M) or per milestone (fixed-fee). Invoices are due net thirty (30) days from the invoice date unless the SOW specifies otherwise.
• • Late Payments: Past-due undisputed amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Island Pitch may suspend Services if any undisputed amount is more than ten (10) days past due.
• • Taxes: Fees are exclusive of all sales, use, value-added, withholding, and similar taxes (other than taxes on Island Pitch's net income), which Customer is responsible to pay or to provide a valid exemption certificate.
• • Subscription Fees: Subscription rights to the NextWave Platform (Cloud-Hosted or Self-Hosted) require a separate Order Form referencing the SaaS Subscription Agreement and are billed independently of professional-services fees.

5. Intellectual Property

5.1 Pre-Existing IP

Each party retains all right, title, and interest in and to its pre-existing intellectual property, including (in Island Pitch's case) the NextWave Platform, the Plugin, all Island Pitch tools, frameworks, libraries, methodologies, designs, and know-how, including any modifications, improvements, or derivatives created during the engagement that have general applicability beyond Customer's specific use case (collectively, “Island Pitch Background IP”).

5.2 Customer Materials

Customer retains all right, title, and interest in and to Customer's pre-existing intellectual property, branding, content, trademarks, member data, and other materials Customer furnishes to Island Pitch (“Customer Materials”). Customer grants Island Pitch a non-exclusive, worldwide, royalty-free license to use Customer Materials solely as necessary to perform the Services and produce the Deliverables.

5.3 Custom Deliverables

Subject to payment in full, Island Pitch grants Customer a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use the custom-developed portions of the Deliverables (other than Island Pitch Background IP) for Customer's internal business purposes. Where an SOW expressly designates specific Deliverables as “Work Made for Hire,” those Deliverables (excluding Island Pitch Background IP and any third-party or open-source components) are assigned to Customer upon payment in full, and Island Pitch will execute reasonable instruments necessary to perfect the assignment.

5.4 Background-IP License

To the extent any Deliverable incorporates Island Pitch Background IP, Island Pitch grants Customer a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use that Background IP solely as embedded in and as necessary to use the Deliverable.

5.5 Open-Source and Third-Party

Deliverables may incorporate open-source software and third-party components subject to their own licenses, which will be identified in the SOW or in documentation accompanying the Deliverable. Customer is responsible for compliance with those licenses with respect to its use.

5.6 Feedback

Customer assigns to Island Pitch any feedback, suggestions, or recommendations Customer provides regarding the Services, Plugin, or NextWave Platform.

5.7 Reusable Tools

Nothing in this MSA limits Island Pitch's right to develop, sell, or license products or services for any other party, including products or services that are similar to the Deliverables, provided Island Pitch does not use Customer's Confidential Information in doing so.

5.8 Island Pitch Marks

The following are registered or pending trademarks, service marks, or trade dress of Island Pitch (collectively, the “Island Pitch Marks”): (a) NextWave and the NextWave Platform name and logo; (b) “Do Cool Things the Right Way!”®, the registered service mark of Island Pitch; (c) Island Pitch and associated logos; (d) IP Bot and related character imagery; and (e) other product, feature, character, and tagline names used in the Plugin, the Services, the Deliverables, or on Island Pitch's websites.

The Island Pitch Marks are expressly excluded from any “Work Made for Hire” designation, license, or assignment to Customer under this MSA or any SOW. This MSA does not grant Customer any license to use any Island Pitch Mark, except for limited nominative fair use to truthfully and accurately identify Island Pitch's products and services, provided that the use is non-misleading, does not imply sponsorship or endorsement that does not exist, includes the appropriate ® or ™ symbol on first prominent use, and does not depict the Deliverable as a Customer-branded product. Any other use, including in advertising, on packaging, in domain names, in social-media handles, in trademark applications, or as part of any company, product, service, or website name, requires a separate written trademark license from Island Pitch.

Customer will not, and will not authorize any third party to: (a) use any Island Pitch Mark, or any confusingly similar mark, in a manner likely to cause confusion, mistake, or deception, or in a manner that disparages Island Pitch or dilutes any Island Pitch Mark; (b) modify, abbreviate, translate, animate, stylize, recolor, or create derivative works of any Island Pitch Mark; (c) combine any Island Pitch Mark with any other mark or material to form a composite mark; (d) register, attempt to register, or assist any third party in registering any Island Pitch Mark or any confusingly similar mark; (e) remove, obscure, or alter any trademark, copyright, or other proprietary notice on the Plugin, Services, Deliverables, or any Island Pitch material; (f) incorporate any Island Pitch Mark into a Deliverable in a manner that would suggest Customer ownership of the mark or that would purport to survive as a Customer trademark; or (g) use any Island Pitch Mark with any product, service, business, or activity that is unlawful or that violates the AUP.

“Do Cool Things the Right Way!®”. The “Do Cool Things the Right Way!®” mark is a registered service mark of Island Pitch and is core to Island Pitch's brand and reputation. Customer acknowledges Island Pitch's exclusive ownership, agrees not to challenge its validity or Island Pitch's ownership, and agrees that any goodwill arising from any permitted use inures solely to Island Pitch. Use of the “Do Cool Things the Right Way!®” mark in advertising, promotion, marketing collateral, packaging, signage, on apparel, in audio or video productions, or in any other commercial context requires a separate written trademark license from Island Pitch. The trademark restrictions and acknowledgments in this Section 5.8 survive termination of this MSA and any SOW.

6. Customer Responsibilities

• • Provide timely access to Customer Materials, systems, personnel, and information reasonably required for Island Pitch to perform the Services;
• • Designate a project sponsor with authority to make decisions and approve change orders;
• • Promptly review and respond to Deliverables, requirements, and acceptance materials;
• • Maintain backups of Customer's production environments before any deployment;
• • Comply with all laws applicable to Customer's business and to the data Customer provides to Island Pitch;
• • Pay invoices in accordance with Section 4.

Schedule and budget impacts caused by Customer delays may be addressed via change order at then-current rates.

7. Confidentiality

The confidentiality terms of the SaaS Subscription Agreement (Section 14) apply to information exchanged under this MSA, supplemented as follows: (a) the obligations survive for five (5) years after termination of this MSA, except that obligations regarding trade secrets continue for as long as the information remains a trade secret; (b) each party may disclose Confidential Information as required by law or court order, provided it gives the disclosing party prompt notice (where lawful) and reasonable cooperation in seeking a protective order.

8. Data Protection and Security

Where Island Pitch processes personal data on behalf of Customer in connection with the Services, the parties' respective rights and obligations are governed by the Data Processing Addendum, which is incorporated by reference. The DPA's schedule of Sub-processors and technical and organizational measures applies. Engagement-specific security or privacy commitments must be added by SOW.

For engagements that involve regulated data (e.g., HIPAA PHI, PCI cardholder data, GLBA financial information, data of minors under COPPA, employee health data), the parties will execute the appropriate supplemental agreements (e.g., Business Associate Agreement) before Island Pitch begins processing such data. The Plugin and Services are not by default suitable for HIPAA PHI or PCI cardholder data storage.

9. Warranties and Disclaimer

Mutual. Each party represents and warrants that it has full right and authority to enter into this MSA and each SOW.

Services Warranty. Island Pitch warrants that the Services will be performed in a workmanlike and professional manner consistent with industry standards. If a breach of this warranty is identified in writing within thirty (30) days of performance of the affected Services, Island Pitch will, as Customer's sole remedy, re-perform the affected Services or, if re-performance is not commercially reasonable, refund the fees paid for the affected Services.

Deliverables Warranty. Island Pitch warrants that for sixty (60) days after acceptance, custom-developed Deliverables will materially conform to the acceptance criteria stated in the SOW, when used in the environment specified in the SOW and without modification by anyone other than Island Pitch. Customer's sole remedy is correction or, if correction is not commercially reasonable, refund of the fees attributable to the non-conforming Deliverable.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND ISLAND PITCH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

10. Indemnification

10.1 By Island Pitch

Island Pitch will defend Customer against any third-party claim alleging that the Services or Deliverables, when used in accordance with this MSA, infringe a U.S. patent, U.S. copyright, U.S. trademark, or trade secret, and will pay damages and costs finally awarded by a court of competent jurisdiction or agreed to in settlement.

If a Deliverable becomes, or is reasonably likely to become, the subject of an infringement claim, Island Pitch may, at its option and expense: (i) procure for Customer the right to continue using it; (ii) modify or replace it with a non-infringing alternative of substantially equivalent functionality; or (iii) terminate the affected SOW and refund pre-paid, unused fees, plus a pro-rata refund of fees paid for the infringing Deliverable.

Exclusions parallel those in the SaaS Subscription Agreement (modifications not made by Island Pitch; combination with non-Island Pitch materials; Customer Materials; use in violation of this MSA).

10.2 By Customer

Customer will defend Island Pitch and its affiliates against any third-party claim arising out of or relating to: (a) Customer Materials, including any claim of infringement; (b) Customer's use of the Deliverables in combination with materials not provided by Island Pitch; (c) Customer's breach of this MSA, the AUP, or applicable law; or (d) any drawing, sweepstakes, contest, raffle, or promotion Customer operates using the Deliverables.

10.3 Process

The indemnified party will: promptly notify the indemnifying party; give the indemnifying party sole control of the defense and settlement (no settlement requiring an admission or unindemnified payment from the indemnified party may be made without consent); and reasonably cooperate at the indemnifying party's expense.

11. Limitation of Liability

EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (B) A PARTY'S BREACH OF CONFIDENTIALITY UNDER SECTION 7, (C) CUSTOMER'S PAYMENT OBLIGATIONS, OR (D) EITHER PARTY'S WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA AND ALL SOWs WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE SOW(S) GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, OR (II) ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000 USD).

An SOW may, by mutual agreement and in exchange for additional consideration, increase the cap or carve out specific categories of damages for that SOW only.

The limitations apply regardless of the legal theory, are an essential basis of the bargain, and apply even if any limited remedy fails of its essential purpose.

12. Insurance

During the term of this MSA, Island Pitch will maintain, at its expense, the following minimum insurance coverages with reputable insurers:

• • Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate;
• • Professional Liability (Errors & Omissions): $1,000,000 per claim;
• • Cyber Liability: $1,000,000 per claim;
• • Workers' Compensation: as required by law.

Higher limits or specific endorsements may be required by an SOW. Certificates of insurance will be furnished on reasonable request.

13. Term and Termination

This MSA continues until terminated. Either party may terminate this MSA on thirty (30) days' written notice if there are no SOWs in effect. Either party may terminate any SOW or this MSA for cause if the other party materially breaches and fails to cure within thirty (30) days, or immediately upon insolvency.

Effect. On termination of an SOW for any reason: (a) Island Pitch will deliver work-in-progress in its then-current state, where reasonably possible; (b) Customer will pay for Services performed and expenses incurred through the effective date of termination; and (c) Sections 5, 7, 9 (last paragraph), 10, 11, 12, and 14 survive.

14. General

Governing Law and Disputes. California law (excluding conflict-of-laws rules). Disputes are subject to the informal-resolution, binding-arbitration, and class-action-waiver provisions of the Terms of Service, which are incorporated by reference. The parties may agree in an SOW to specify a different forum or to submit specific categories of disputes (e.g., IP injunctions) to a court of competent jurisdiction.

Independent Contractors. The parties are independent contractors. No partnership, joint venture, or agency relationship is created.

Assignment. Neither party may assign this MSA or any SOW without the other's consent, except either party may assign in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Force Majeure. Neither party is liable for delay or failure due to causes beyond reasonable control.

Publicity. Neither party will issue a press release or public statement about this MSA or any SOW without the other's prior written consent. Island Pitch may identify Customer in customer lists and case studies (with logo, project description, and outcome metrics) only with Customer's prior written consent on a per-engagement basis.

Notices. Notices must be in writing and delivered to the addresses on the signature block of the applicable SOW (or, for general notices to Island Pitch, to legal@islandpitch.com).

Counterparts; E-Signatures. This MSA and any SOW may be executed in counterparts, including by electronic signature; signatures transmitted electronically are deemed originals.

Entire Agreement. This MSA, together with all SOWs and the documents incorporated by reference (Order Forms, DPA, SLA, AUP, SaaS Subscription Agreement, Terms of Service, Privacy Policy), is the entire agreement between the parties on the subject matter and supersedes all prior agreements and communications. No amendment is effective unless in writing and signed by both parties.

15. Statement of Work — Form (Annex A)

Each SOW will include, at minimum, the following sections. The form below is illustrative; precise contents are negotiated per engagement.

1. Parties and Effective Date
2. Reference to this MSA
3. Project Description and Objectives
4. Scope of Services
5. Deliverables and Acceptance Criteria
6. Milestones and Schedule
7. Project Staffing and Key Personnel
8. Customer Responsibilities and Dependencies
9. Fees, Expenses, and Invoicing Schedule
10. Engagement-Specific IP Treatment (Work-Made-for-Hire designations, if any)
11. Engagement-Specific Security or Compliance Commitments (if any)
12. Engagement-Specific Liability Carve-Outs or Increases (if any)
13. Project Acceptance Window and Warranty Period
14. Signatures

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