Master Customer Agreement

This Master Customer Agreement sets forth the master terms governing the relationship between Igneous/Bedrock (referred to as “Company”) and the Client. The specific services, projects, or deliverables to be provided by Company will be described in individual Engagements which, upon execution by both Parties, shall be incorporated as addenda to this Agreement.

1. Scope of Engagement

1.1 Publicity

Company shall be permitted to reference and utilize the Client relationship, including the use of the Client’s name, logo, and related branding, for purposes including, but not limited to, any client or user list, case study, press release, marketing materials, and internal business systems, except where Client expressly prohibits such use in writing. Such use by Company shall not infringe on the confidentiality or non-disclosure requirements enforceable by this Agreement or any other contractual obligation between the Parties. For the avoidance of doubt, the absence of an express prohibition from Client in writing establishes the presumption of permissibility.

1.2 Incorporation of Engagement

Each Engagement, upon execution by both Parties, shall reference and be governed by this Master Agreement. In the event of any conflict between this Agreement and an Engagement, the terms of this Agreement shall govern unless the Engagement expressly overrides a specific provision.

1.3 Multiple and Ongoing Projects

The Parties anticipate that multiple Engagements may be executed over time under this Agreement. Execution of additional Engagements in the future shall extend this Agreement accordingly, and this Agreement shall not expire while an Engagement is in effect (it will continue in force until one year after completion of the last active Engagement, unless terminated earlier as provided herein).

1.4 No Exclusivity

Unless expressly stated in an Engagement, nothing in this Agreement obligates Client to purchase services exclusively from Company, nor obligates Company to accept all project offers from Client. Company shall not be bound by any exclusive obligations to provide Services to Client or any other client, organization, or person. Nothing herein shall restrict Company’s ability to offer similar or identical Services to other clients or entities.

2. Term of Agreement

2.1 Initial Term and Extensions

This Agreement shall be in force from the Effective Date until one (1) year following the completion of all outstanding Engagements, unless earlier terminated as provided herein. Execution of an additional Engagement at any time will automatically extend the term of this Agreement to end one year after the completion of such new Engagement.

2.2 Renewal and Expiration

If no new Engagement is executed and all projects are completed, the Agreement will expire at the end of the post-completion period unless renewed in writing by the Parties.

3. Termination

3.1 Termination for Cause

Either Party may terminate this Agreement and any or all Engagements immediately upon written notice, if the other Party commits a material breach of this Agreement or Engagement and, if curable, fails to cure that breach within thirty (30) days after receiving written notice describing the breach. No cure period is required for breaches that are incurable or for willful misconduct, fraud, violation of law, or breach of confidentiality or non-solicitation. For avoidance of doubt, failure to pay undisputed fees when due, repeated late payment, breach of the confidentiality or IP provisions, or violation of the non-solicitation clause shall each be deemed a material breach by the Client.

3.2 Termination for Misconduct

Either Party may terminate this Agreement and any Engagement immediately upon written notice if the other Party is found to have engaged in fraud, embezzlement, or other unlawful conduct that materially affects the terminating Party’s interests under the Agreement or any Engagement.

3.3 Termination for Convenience

Either Party has the right to terminate this Agreement at any time by giving the other Party written notice, with or without cause.

3.4 Effect of Termination

Upon termination or expiration of this Agreement or any Engagement: (a) Client shall immediately pay all amounts due and owing to Company for Services performed, deliverables completed, and expenses incurred up to the effective date of termination; (b) Company shall, at Client’s request, deliver all completed Work Product and deliverables (whether final or in draft form) for which Client has paid; (c) each Party shall return or destroy all Confidential Information of the other Party in its possession; (d) any provisions of this Agreement or an Engagement that by their nature should survive termination (including, without limitation, provisions relating to confidentiality, intellectual property, indemnity, limitations of liability, and dispute resolution) shall survive; and (e) neither Party shall have any further obligation to the other except as set forth in this Section or as expressly stated elsewhere in the Agreement or an Engagement. Termination of this Agreement shall not limit or affect any rights, remedies, or obligations that accrued prior to the termination.

4. Pricing, Invoicing, and Payment

4.1 Fees and Expenses

Client shall pay Company the fees set forth in each Engagement. Client shall also reimburse Company for reasonable out-of-pocket expenses incurred in connection with providing the Services, provided such expenses are pre-approved by Client in writing or are consistent with the expense policy described in the Engagement.

4.2 Invoicing and Payment Terms

Company will invoice Client for Services and expenses as specified in each Engagement (e.g., annual, monthly, or upon milestones). Payment of each invoice is due net thirty (30) days from the invoice date, unless otherwise stated in the Engagement. All payments shall be made in U.S. Dollars. Timely payment of fees is a material condition of this Agreement.

4.3 Late Payment

If Client fails to pay any undisputed amount when due, Company may, at its option, charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if lower) from the due date until paid. Company may also suspend Services under any Engagement (upon written notice to Client) until all past-due amounts are paid. Such suspension shall not relieve Client of its payment obligations or constitute a waiver of Company’s right to terminate for breach.

4.4 Taxes

All fees stated in this Agreement or any Engagement are exclusive of taxes. Client is responsible for all sales, use, excise, value-added, and similar taxes or duties, excluding taxes based solely on Company’s net income. If Company is required by law to pay or collect such taxes, the appropriate amounts shall be invoiced to and paid by Client.

5. Ownership and Intellectual Property Rights

5.1 Company Pre-Existing IP

Company retains all right, title, and interest in and to any intellectual property, methodologies, tools, frameworks, templates, libraries, or other materials (“Pre-Existing IP”) that Company developed prior to, or independently of, this Agreement or any Engagement. Client is hereby granted a limited, non-exclusive, non-transferable license to use any Pre-Existing IP that is incorporated into the Work Product, solely for the purpose of using the Work Product in its intended business operations.

5.2 Work Product Ownership

Upon Client’s full payment of all fees due under the applicable Engagement, Company hereby assigns to Client all right, title, and interest in and to the Work Product, as defined in the applicable Engagement, created specifically and solely for Client under that Engagement.

5.3 License Back to Company

Client hereby grants Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and create derivative works from the Work Product for Company’s own internal business purposes, including for the purpose of performing services for other clients, provided such use does not include disclosure of Client’s Confidential Information or breach any confidentiality obligations.

6. Confidential Information

6.1 Obligations of Confidentiality

The Receiving Party agrees to: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted herein; and (c) use such Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement or an Engagement. The Receiving Party shall protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.

6.2 Exceptions to Confidentiality

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

6.3 Compelled Disclosure

If the Receiving Party is compelled by law or court order to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall, to the extent legally permissible, provide prompt written notice to the Disclosing Party and cooperate with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy. If such protective order is not obtained, the Receiving Party may disclose only that portion of the Confidential Information that it is legally required to disclose.

6.4 Return or Destruction of Confidential Information

Upon termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy (at the Disclosing Party’s election) all copies of the Disclosing Party’s Confidential Information in its possession or control, except that the Receiving Party may retain one archival copy for legal compliance purposes, subject to the continuing confidentiality obligations of this Agreement.

7. Representations, Warranties, and Independent Contractor Status

7.1 Authority and No Conflict

Each Party represents and warrants that it is duly organized and validly existing, and has full power and authority to enter into and perform this Agreement. The person signing on its behalf is authorized to bind the Party. Each Party further represents that entering into and performing this Agreement will not conflict with or result in any breach of any other agreement or obligation by which it is bound.

7.2 Independent Contractor

The Parties are independent contractors to one another. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between Company and Client. Company’s personnel are not employees of Client, and Company is solely responsible for paying their compensation, benefits, and any applicable taxes or withholdings. Similarly, Client’s employees are not Company’s employees. Neither Party has any authority to bind or act on behalf of the other Party, and neither Party will represent otherwise. Each Party retains sole control over the manner and means by which it conducts its business and performs its obligations, subject to the requirements of any Engagement.

8. Indemnification

8.1 Indemnification by Client

Client shall indemnify, defend, and hold harmless Company and its affiliates, and their officers, directors, employees, and agents, from and against any third-party claim, demand, suit, or proceeding, and all associated liabilities, damages, costs, and expenses, including reasonable attorney’s fees, to the extent arising from: (a) Client’s use of the Work Product or Services in a manner not authorized by this Agreement or an Engagement, including any combination with other products or services not provided by Company, where the claim would have been avoided but for such combination; (b) Client’s breach of its confidentiality or data protection obligations or its violation of the license restrictions on Company’s materials; or (c) any claim brought by a third party against Company arising out of or related to Client’s own products or services or the conduct of the project, except to the extent caused by Company’s breach or negligence. Client’s indemnification obligations are conditioned on Company giving prompt notice of the claim, allowing Client control of the defense and settlement, with the requirement that Client shall not settle any claim in a manner that imposes liability or admission of fault on Company without Company’s consent, and with Company cooperating with Client, at Client’s expense, in the defense.

8.2 Indemnification by Company

Company shall indemnify, defend, and hold harmless Client and its officers, directors, and employees from and against any third-party claim, demand, suit, or proceeding, and all associated liabilities, damages, costs, and expenses, including reasonable attorney’s fees, to the extent arising from: (a) a claim that any Work Product or materials furnished by Company infringe or misappropriate a third party’s patent, copyright, trademark, or trade secret, provided the Work Product is used by Client as permitted and unmodified; or (b) personal injury, death, or damage to tangible property caused by the negligence or willful misconduct of Company in the performance of this Agreement. In the event of any claim under (a), Company may, at its option, procure the right for Client to continue using the affected Work Product, or modify or replace it so it becomes non-infringing, or if those remedies are not feasible, refund the fees paid for the infringing Work Product and terminate the Agreement. Company’s indemnity obligations are conditioned on Client giving prompt written notice of the claim, permitting Company sole control of the defense and settlement, provided no settlement shall admit fault or impose unagreed obligations on Client, and cooperating in the defense at Company’s expense. This Section states Company’s entire liability and Client’s exclusive remedy for any intellectual property infringement claim.

8.3 General Mutual Indemnity

Each Party, as indemnitor, agrees to indemnify, defend, and hold harmless the other Party, its affiliates and their officers, directors, employees, and agents, as indemnitees, from any and all claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) any personal injury, death, or property damage caused by the indemnitor’s negligent or wrongful acts or omissions; (ii) any material breach of this Agreement by the indemnitor; (iii) any failure by indemnitor or its agents to comply with applicable laws or regulations; or (iv) any claim that the indemnitor’s Services, Deliverables or Work Product infringe or violate any third-party intellectual property rights. The indemnified Party shall promptly notify the indemnitor of any such claim and allow the indemnitor to control the defense and settlement, with the indemnified Party’s reasonable cooperation. This Section sets forth the Parties’ entire indemnification obligations.

9. Limitations of Liability

9.1 No Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

Each Party’s total cumulative liability to the other for any and all claims arising out of or relating to this Agreement or any Engagement, whether in contract, tort, including negligence, or otherwise, shall not exceed the total amount of fees paid or payable by Client to Company under the specific Engagement from which the claim arises. If the claim does not relate to a particular Engagement, the liability will be limited to the fees paid under this Agreement in the six (6) months preceding the event giving rise to the claim.

9.3 Exceptions to Limitations

The foregoing exclusions and limitations shall not apply to: (i) a Party’s obligation to pay amounts due under this Agreement; (ii) either Party’s liability for fraud or willful misconduct; (iii) Client’s liability for unauthorized use or disclosure of Company’s intellectual property or Confidential Information, or for breach of the non-solicitation provisions; or (iv) liabilities to the extent covered by an indemnifying Party for third-party claims. Additionally, nothing in this Agreement limits or excludes liability for personal injury or tangible property damage caused by a Party’s negligence to the extent such liability cannot be limited by law.

9.4 Allocation of Risk

THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A BARGAINED-FOR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE AGREEMENT, AND THAT ABSENT SUCH LIMITATIONS THE ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT. THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Disclaimers of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR AN APPLICABLE ENGAGEMENT, THE SERVICES, DELIVERABLES, AND WORK PRODUCT ARE PROVIDED ‘AS IS’ AND WITHOUT ANY WARRANTY OF ANY KIND. EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

COMPANY DOES NOT GUARANTEE THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE OR MEET ALL OF CLIENT’S REQUIREMENTS OR EXPECTATIONS. CLIENT ACCEPTS RESPONSIBILITY FOR ACHIEVING ITS INTENDED RESULTS FROM THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY SHALL CREATE ANY ADDITIONAL WARRANTY.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement and all Engagements shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

11.2 Venue

Any legal action or proceeding arising out of or relating to this Agreement or any Engagement shall be brought exclusively in the state or federal courts located in Los Angeles County, California. Each Party hereby consents to the personal jurisdiction and venue of such courts and waives any objection (including inconvenient forum) to the exercise of jurisdiction over it by such courts.

12. Miscellaneous Provisions

12.1 Assignment

Neither Party may assign or transfer this Agreement or any Engagement, in whole or in part, without the prior written consent of the other Party. Any attempted assignment in violation of the foregoing shall be void. Notwithstanding the above, Company may assign this Agreement, in whole or part, to an affiliate or successor in the event of a merger, acquisition, or sale of substantially all its assets, and Client’s consent shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the Parties’ respective permitted successors and assigns.

12.2 Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations, except payment obligations, due to causes beyond its reasonable control, such as natural disasters, acts of God, war, terrorism, civil disturbance, strikes or labor disputes, governmental actions, internet or power outages, or pandemics (‘Force Majeure’). The affected Party shall notify the other as soon as practicable of the event and use diligent efforts to resume performance. If a Force Majeure event continues for more than sixty (60) days, either Party may terminate any affected Engagement upon written notice. In the event of Force Majeure termination, both Parties shall wind down work safely, and Client shall pay for Services rendered up to the termination.

12.3 No Waiver

No waiver of any breach or default shall be effective unless in writing and signed by the Party granting the waiver. A waiver of one breach shall not be deemed a waiver of any other breach or of the same breach on a later occasion. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

12.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and, if necessary, reformed to the minimum extent required to make it valid. If the provision cannot be saved, it shall be severed, and the remaining provisions of this Agreement shall remain in full force. However, if such invalid provision is essential to the Agreement’s purpose and its removal materially alters the rights or obligations of either Party, the Parties will negotiate in good faith to amend the Agreement appropriately.

12.5 Entire Agreement

This Agreement, including all Engagements and any attachments or riders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, regarding such subject matter. Each Party acknowledges that it has not relied on any promise, representation, or warranty that is not expressly set forth in this Agreement. Any changes or amendments to this Agreement must be made in writing and signed by both Parties.

12.6 Notices

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service; or (c) three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested. Notices shall be sent to the addresses set forth in the applicable Engagement or as otherwise specified in writing by either Party.