Master Service Agreement

Important Notice

This Master Service Agreement ("MSA") contains the standard terms and conditions that govern all consulting services provided by OtterMatic LLC. When you execute a Statement of Work ("SOW") that references this MSA, you agree to be bound by both the SOW and this MSA. Project-specific details including scope, deliverables, timeline, pricing, and support terms are set forth in the applicable SOW. This MSA and all executed SOWs together constitute the complete agreement between the parties.

This MSA is available at: https://ottermaticsystems.com/msa

A copy of this MSA is also attached to each SOW for your review and records.

1. Parties and Applicability

This Master Service Agreement establishes the standard terms and conditions for all professional consulting services provided by OtterMatic LLC, a Virginia limited liability company ("Consultant", "OtterMatic", "we", "us", or "our"), to clients who engage our services ("Client", "you", or "your").

1.1 Relationship to Statements of Work

Each project engagement shall be documented in a separate Statement of Work that references and incorporates this MSA. Each SOW shall specify the particular services to be provided, deliverables, timeline, pricing, payment terms, support period, and any project-specific requirements. In the event of a conflict between an SOW and this MSA, the SOW shall control with respect to project-specific terms such as deliverables, timeline, and pricing, while this MSA shall control with respect to all other terms.

1.2 Entire Agreement

This MSA, together with all executed SOWs and any exhibits or appendices thereto, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, representations, or proposals, whether written or oral, relating to the subject matter herein.

1.3 MSA Updates

OtterMatic may update this MSA from time to time by posting a new version at the URL specified above. Updates shall apply only to SOWs executed after the effective date of the updated MSA version. SOWs executed prior to an MSA update shall continue to be governed by the version of the MSA in effect at the time such SOW was executed. Each SOW will reference the specific MSA version that applies to that engagement.

Prior MSA versions are also available upon request by emailing admin@ottermaticsystems.com

2. Engagement and Scope of Services

2.1 Services

Consultant agrees to provide the services specified in each applicable Statement of Work ("Services"), which may include but are not limited to automation consulting, AI system development and integration, workflow optimization, CRM and workspace setup, business process documentation, and related professional services.

2.2 Service Limitations

Unless explicitly stated in an applicable SOW, the Services specifically EXCLUDE:

- Ongoing maintenance beyond the post-implementation support described in the SOW

- Payment of third-party API or platform fees

- Custom mobile application development

- Hardware procurement or installation

- Services not explicitly listed in the applicable SOW

**Post-Implementation Support:** Post-implementation support terms, including duration and scope, are specified in each applicable SOW.

2.3 Method of Performance

Consultant shall have sole discretion in determining the method, details, and means of performing the Services. Client acknowledges that Consultant will use various third-party platforms and tools in delivering the Services. Consultant reserves the right to modify, substitute, or change third-party tools and platforms during the course of Service delivery, provided that such changes do not materially affect the agreed-upon functionality or deliverables.

3. Compensation and Payment Terms

3.1 Fees and Payment Terms

Client shall pay Consultant the fees set forth in each applicable SOW in accordance with the payment schedule specified therein. Unless otherwise specified in an SOW, all fees are quoted and payable in U.S. dollars.

3.2 Invoicing

Consultant shall invoice Client in accordance with the payment schedule set forth in the applicable SOW. Unless otherwise specified in an SOW, invoices are due and payable within fifteen (15) days of the invoice date.

3.3 Late Payment

Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, calculated from the due date until paid in full. Consultant may suspend Services if payment is more than 30 days overdue.

3.4 Disputed Amounts

Client must notify Consultant in writing of any disputed invoice amounts within ten (10) days of receipt of the invoice, specifying in reasonable detail the basis for the dispute. Client shall pay all undisputed amounts when due.

3.5 Additional Services

Services requested by Client that are outside the scope of an executed SOW shall be billed at the hourly rate specified in the applicable SOW (if any), upon written approval by Client.

3.6 Expenses

Client shall reimburse pre-approved, reasonable out-of-pocket expenses. No expense over $100 will be incurred without prior written approval.

3.7 Third-Party Platform Fees

Client is responsible for all fees charged by third-party platforms, services, and tools utilized in the delivery of Services, including but not limited to subscription fees, API usage fees, and hosting fees, unless explicitly stated otherwise in an applicable SOW.

4. Client Responsibilities

4.1 Cooperation

Client shall:

- Provide timely access to systems, credentials, and personnel

- Respond to Consultant requests within two (2) business days

- Designate a primary point of contact with decision-making authority

- Review and approve deliverables within five (5) business days

- Ensure all provided information is accurate and complete

4.2 Third-Party Services

Client is responsible for:

- Maintaining active subscriptions to all third-party services

- Payment of all third-party platform fees (e.g., OpenAI API, hosting)

- Ensuring compliance with third-party terms of service

- Providing necessary API keys and access credentials

4.3 Delays

Consultant is not responsible for delays caused by Client's failure to fulfill its responsibilities. Project timelines will be extended accordingly.

5. Intellectual Property Rights

5.1 Work Product Ownership

Upon full payment of all fees:

- Client owns all custom work product created specifically for Client

- This includes custom code, workflows, configurations, and documentation

- Ownership transfers as "work made for hire" under U.S. Copyright Act

5.2 Consultant's Pre-Existing IP

Consultant retains ownership of:

- Pre-existing code, frameworks, and methodologies

- Generic templates and processes not unique to Client

- Know-how, techniques, and general AI/automation expertise

Client receives a non-exclusive, perpetual, worldwide license to use Consultant's pre-existing IP solely as incorporated into the deliverables.

5.3 AI-Generated Content

Client acknowledges that Services may include AI-generated content. Client owns all AI outputs created specifically for Client's use, subject to the limitations in Section 7.5.

5.4 Feedback and Improvements

Any suggestions, feedback, or improvements Client provides become Consultant's property and may be used without restriction.

6. Confidentiality

6.1 Definition

"Confidential Information" means any non-public information disclosed by either Party, including but not limited to: (a) proprietary business information, methods, processes, and know-how; (b) customer lists, customer data, and pricing information; (c) technical information, including software, code, algorithms, and system designs; (d) financial information and business strategies; (e) information that is marked as "confidential" or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure; and (f) the terms and conditions of this Agreement.

6.2 Obligations

Each Party shall:

- Hold Confidential Information in strict confidence

- Use it solely for purposes of this Agreement

- Not disclose it to third parties without prior written consent

- Protect it with at least the same care used for its own confidential information

6.3 Exceptions

Confidential Information excludes information that:

- Is or becomes publicly available through no breach

- Was rightfully known before disclosure

- Is independently developed without use of Confidential Information

- Must be disclosed by law (with prompt notice to disclosing Party)

6.4 Duration

Confidentiality obligations survive termination for five (5) years.

7. Warranties and Disclaimers

7.1 Consultant Warranties

Consultant warrants that:

- Services will be performed in a professional and workmanlike manner

- Consultant has the right to enter into this Agreement

- Deliverables will not knowingly infringe third-party intellectual property rights

- Consultant will comply with applicable laws in performing Services

7.2 Limited Guarantee of Results

While Consultant warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards, CLIENT ACKNOWLEDGES AND AGREES THAT:

- CONSULTANT MAKES NO GUARANTEE OF SPECIFIC BUSINESS OUTCOMES, REVENUE INCREASES, COST SAVINGS, OR OTHER QUANTIFIABLE RESULTS

- AI AND AUTOMATION SYSTEMS MAY PRODUCE VARIABLE OR UNPREDICTABLE RESULTS

- SUCCESS OF IMPLEMENTATIONS DEPENDS ON MANY FACTORS OUTSIDE CONSULTANT'S CONTROL, INCLUDING BUT NOT LIMITED TO CLIENT'S USE OF SYSTEMS, THIRD-PARTY PLATFORM CHANGES, AND EVOLVING BUSINESS CONDITIONS

7.3 Third-Party Platform and Client Use Disclaimer

Consultant is not liable for:

- Downtime or failures of third-party platforms (OpenAI, n8n, etc.)

- API changes or deprecations

- Third-party service pricing changes

- Data breaches occurring on third-party platforms

- Client misuse, modification, or improper operation of delivered systems

- Damage caused by Client's unauthorized changes to deliverables

- Issues arising from Client's failure to maintain systems or follow provided documentation

7.4 Third-Party Components

Third-party tools, platforms, and services integrated into deliverables (including but not limited to APIs, software libraries, cloud services, and AI models) are provided "AS IS" without any warranty from Consultant. Consultant is not responsible for the performance, availability, security, accuracy, or continued functionality of any third-party components. Client acknowledges that third-party providers may change terms, pricing, or functionality at any time, and such changes are beyond Consultant's control.

7.5 AI-Specific Disclaimers

Client acknowledges that AI systems:

- May generate inaccurate, inappropriate, or biased content

- Require human oversight and review before use

- MUST NOT be relied upon for critical business, legal, medical, financial, or safety-related decisions without thorough human verification and approval

- May exhibit unpredictable behaviors or produce unexpected outputs

CLIENT EXPRESSLY AGREES TO REVIEW ALL AI-GENERATED OUTPUTS BEFORE USING THEM FOR ANY PURPOSE AND ASSUMES FULL RESPONSIBILITY FOR ANY ACTIONS TAKEN BASED ON AI-GENERATED CONTENT.

7.6 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY PROVIDED, CONSULTANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

8.1 Liability Cap

EXCEPT FOR THE EXCLUSIONS BELOW, CONSULTANT'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.2 Consequential Damages Exclusion

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

8.3 Exclusions from Limitations

The above limitations do not apply to:

- Breach of confidentiality obligations

- Gross negligence or willful misconduct

- Indemnification obligations

- Data breaches caused by Consultant's failure to implement reasonable security measures

Notwithstanding anything to the contrary, Consultant's aggregate liability for all claims arising under this Section 8.3 shall not exceed Twenty-Five Thousand Dollars ($25,000.00).

8.4 Data Breach Liability

For breaches involving personally identifiable information (PII) caused by Consultant's negligence, Consultant's liability is capped at Twenty-Five Thousand Dollars ($25,000.00).

9. Indemnification

9.1 Consultant Indemnification

Consultant shall defend, indemnify, and hold harmless Client from third-party claims arising from:

- Consultant's breach of this Agreement

- Consultant's gross negligence or willful misconduct

- Infringement claims regarding Consultant's pre-existing IP

9.2 Client Indemnification

Client shall defend, indemnify, and hold harmless Consultant from third-party claims arising from:

- Client's breach of this Agreement

- Client's use of deliverables in violation of this Agreement or applicable law

- Content or data provided by Client

- Claims by Client's customers or end users

9.3 Indemnification Procedure

The indemnified Party shall:

- Promptly notify the indemnifying Party of claims

- Allow the indemnifying Party to control defense

- Provide reasonable cooperation

- Not settle without consent

Prior to commencing any indemnification obligation, the indemnifying Party shall have the right and opportunity to cure the alleged breach or defect within ten (10) business days of receiving written notice, provided that such cure is reasonably possible. If the indemnifying Party successfully cures the issue within such period, no indemnification obligation shall arise with respect to that specific claim.

10. Independent Contractor Relationship

10.1 Status

Consultant is an independent contractor, not an employee, partner, or agent of Client. Nothing in this Agreement creates an employment relationship.

10.2 No Benefits

Consultant is not entitled to any employee benefits, including health insurance, retirement, paid time off, or workers' compensation.

10.3 Taxes and Compliance

Consultant is solely responsible for:

- All federal, state, and local taxes

- Business licenses and permits

- Insurance coverage

- Compliance with all applicable laws

10.4 Control

Consultant maintains sole control over the manner and means of performing Services, subject only to the specifications in this Agreement.

11. Data Processing Provisions

11.1 Application

This Section 11 applies when Consultant processes Personal Data on behalf of Client in the course of providing Services under an SOW. Whether an SOW involves processing of Personal Data is determined based on the Data Processing Appendix in such SOW.

11.2 Definitions

For purposes of this Section 11:

- **"Data Protection Laws"** means all applicable U.S. federal and state data protection and privacy laws, including but not limited to CCPA/CPRA, VCDPA (Virginia), and other U.S. state privacy laws.

- **"Personal Data"** means any information relating to an identified or identifiable natural person processed by Consultant on behalf of Client under an SOW.

- **"Processing"** means any operation performed on Personal Data, including collection, recording, organization, storage, adaptation, retrieval, use, disclosure, or destruction.

- **"Security Incident"** means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.

11.3 Relationship of Parties

The parties acknowledge that with regard to Processing of Personal Data:

- Client is the "Controller" (or "Business" under CCPA)

- Consultant is the "Processor" (or "Service Provider" under CCPA)

11.4 Processing Instructions

Consultant shall:

- Process Personal Data only on documented instructions from Client

- Immediately inform Client if instructions infringe Data Protection Laws

- Not process Personal Data for any purpose other than providing the Services

11.5 Duration

Processing shall continue for the duration specified in the applicable SOW unless otherwise agreed in writing.

11.6 Compliance

Consultant shall process Personal Data in accordance with Client's documented instructions and comply with applicable Data Protection Laws when such compliance is Consultant's direct legal obligation.

11.7 Confidentiality

Consultant shall ensure that all personnel authorized to process Personal Data:

- Are subject to appropriate confidentiality obligations

- Process Personal Data only as necessary for the Services

11.8 Security Measures

Consultant shall implement and maintain technical and organizational measures appropriate to the sensitivity of the Personal Data being processed, including:

- Encryption of Personal Data in transit and at rest

- Access controls and authentication measures

- Regular security testing and vulnerability assessments

- Incident detection and response procedures

- Physical security for any facilities processing Personal Data

11.9 Sub-processors

Client authorizes Consultant to engage sub-processors (third-party service providers) to process Personal Data in connection with providing Services. The specific sub-processors used for an engagement are identified in the Data Processing Appendix of the applicable SOW.

11.10 Data Subject Rights

Consultant shall assist Client in responding to data subject requests, including requests for:

- Access to Personal Data

- Rectification or erasure

11.11 Data Protection Impact Assessments

Upon request, Consultant shall provide reasonable assistance to Controller for data protection impact assessments.

11.12 Data Minimization

Consultant shall limit collection, processing, and retention of Personal Data to the minimum necessary to provide the Services under the Agreement.

11.13 Security Incidents

**Notification:** Consultant shall notify Client without undue delay (and in any event within 72 hours) after becoming aware of a Security Incident.

**Information Provided:** Security Incident notifications shall include:

- Nature of the incident

- Categories and approximate number of data subjects affected

- Categories of Personal Data affected

- Measures taken or proposed to address the incident

- Contact point for more information

**Cooperation:** Consultant shall:

- Cooperate with Client in investigating and remediating the incident

- Document all Security Incidents

- Not publicize the incident without Client's consent

11.14 Data Retention and Deletion

**Retention Period:** Consultant shall retain Personal Data only for the duration necessary to provide the Services.

**Deletion or Return:** Upon termination of an SOW, Consultant shall, at Client's option, delete or return all Personal Data within 30 days and provide written certification of deletion.

**Legal Retention:** Consultant may retain Personal Data to the extent required by applicable law, provided such data is protected and processed only as required by law.

11.15 Controller Obligations

Client represents and warrants that:

- It has all necessary rights to provide Personal Data to Consultant

- Its instructions comply with applicable laws

- It has obtained all necessary consents for Processing

- It will not provide sensitive Personal Data without prior written agreement

11.16 Liability and Indemnification

**Liability Cap:** Liability under this Section 11 is subject to the limitations set forth in Section 8 of this Agreement, except as otherwise required by applicable Data Protection Laws.

**Indemnification:** Each party shall indemnify the other against regulatory fines or third-party claims resulting from its breach of this Section 11 or applicable Data Protection Laws.

11.17 California Privacy Rights (CCPA/CPRA)

Where CCPA/CPRA applies, Consultant:

- Shall not sell or share Personal Data

- Shall not retain, use, or disclose Personal Data except as necessary for the Services

- Certifies it understands and will comply with CCPA/CPRA restrictions

- Grants Client the right to monitor compliance

11.18 Offshore Processing

Consultant may perform Services from locations including Mexico. Consultant maintains the same data protection and security obligations regardless of geographic location of work.

11.19 Project-Specific Data Processing Details

Project-specific data processing details (categories of data subjects, categories of personal data, nature and purpose of processing, duration of processing, and sub-processors) are documented in the Data Processing Appendix of the applicable SOW.

12. Term and Termination

12.1 Term

This MSA commences when the first SOW referencing this MSA is executed and continues until terminated in accordance with this Section 12 or until all SOWs executed under this MSA are completed or terminated. The term of each individual SOW is specified in that SOW.

12.2 Termination of Individual SOWs

Termination provisions for each SOW (including notice periods, cancellation fees, and termination for cause procedures) are specified in the applicable SOW. Termination of an individual SOW does not terminate this MSA or any other SOW.

12.3 Effect of Termination

Upon termination of an SOW:

- Consultant shall deliver all completed work and work-in-progress

- Client shall pay all fees for Services performed through termination

- All licenses granted for completed work remain in effect

- Sections 5 (Intellectual Property), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Data Processing) survive termination

13. General Provisions

13.1 Entire Agreement

This MSA constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.

13.2 Amendments

Any amendments to an individual SOW must be in writing and signed by both Parties. OtterMatic may update this MSA as provided in Section 1.3.

13.3 Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles.

13.4 Dispute Resolution

The Parties agree to attempt good faith negotiation before pursuing litigation. If negotiation fails, disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association.

13.5 Notice

All notices shall be in writing and delivered by email (with confirmation) or certified mail to the addresses listed in the applicable SOW.

13.6 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except that Consultant may assign to a successor in interest upon acquisition or merger.

13.7 Force Majeure

Neither Party is liable for delays or failures due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet or server failures, or third-party service outages.

13.8 Severability

If any provision is found unenforceable, the remainder of the Agreement continues in full force.

13.9 Waiver

No waiver is effective unless in writing. Failure to enforce any provision is not a waiver of future enforcement.

13.10 Counterparts

This Agreement may be executed in counterparts and electronically, each deemed an original.

Acknowledgment

By electronically signing a Statement of Work that references this Master Service Agreement, Client acknowledges that:

1. Client has been provided with access to this MSA and has had a reasonable opportunity to review it;

2. Client has reviewed this MSA or has voluntarily chosen not to review it;

3. Client understands and agrees to be bound by all terms and conditions set forth in this MSA;

4. Client consents to conducting business with Consultant electronically;

5. Client can access and retain a copy of this MSA for Client's records.

Contact Information

**OTTERMATIC LLC**

Email: jared@ottermaticsystems.com

Phone: 703-939-4175

This Master Service Agreement is available online at: https://ottermaticsystems.com/msa

For questions about this MSA or OtterMatic's services, please contact:

Jared Schulman, Founder

jared@ottermaticsystems.com