Master Service Agreement

1. Overview

This Master Service Agreement ("Agreement") governs all consulting, implementation, technical services, and related work performed by The GTM Factory, LLC ("Consultant") for the client ("Client"). Individual Statements of Work ("SOWs") define the specific deliverables, pricing, and timelines for each project. Each SOW is governed by and incorporated into this Agreement, together with the Data, AI and Outbound Addendum below ("Addendum").

2. Services

Consultant will provide the services described in each SOW, which may include implementation, automation, CRM enrichment, integrations, outbound campaign build and operation, advisory, or technical build work. Services may be delivered remotely unless otherwise specified.

3. Fees, Billing & Payment Terms

Fees for services are defined in each SOW and may be structured as fixed-fee, Time & Materials, or retainer. Invoices are due within 30 days of receipt unless the SOW states otherwise. Late payments accrue a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by law if lower.

Client must raise any good-faith dispute over an invoice in writing within 15 days of receipt, identifying the disputed items and the reason. Undisputed portions remain due on the original date. Consultant may suspend work on any SOW where an undisputed amount is more than 15 days past due, after giving Client 5 business days' written notice. Timelines extend by the length of any suspension.

3.1 Retainer Engagements

Where an SOW is billed as a retainer:

• The monthly fee is due in advance on the first business day of each retainer month and is earned when paid
• Unused capacity does not roll over unless the SOW says it does
• Client delays or unavailability do not reduce the monthly fee
• Either party may pause a retainer once per 12-month term for up to 30 days on 10 business days' written notice; the term extends by the pause
• Retainers renew automatically for successive periods equal to the initial term unless either party gives 30 days' written notice before the renewal date

4. Time & Materials (T&M) Engagements

For SOWs billed on a Time & Materials basis:

• Client will be billed only for actual hours worked
• Estimates provided in the SOW serve as not-to-exceed caps unless written approval is given
• Unused hours will not be billed and may be applied to future mutually agreed-upon work
• Materials (e.g., API usage, 3rd-party tools) will be billed separately with prior approval

5. Changes & Additional Scope

Any work outside the scope of an approved SOW must be requested in writing and will require a mutually agreed change order, updated SOW, or written authorization before work begins.

6. Client Responsibilities

Client agrees to provide timely access to systems, tools, SMEs, and stakeholders as needed to perform the work. Delays caused by Client may result in adjusted timelines.

7. Intellectual Property

7.1 Definitions

"Deliverables" are the specific outputs identified as deliverables in an SOW and created for Client, such as CRM configurations, enriched lists, workflows, automations, campaign assets, diagrams, reports, code, and documentation delivered to Client. "Consultant Tools" are Consultant's pre-existing and independently developed methodologies, templates, frameworks, scripts, prompts, agents, knowledge bases, and know-how, including improvements to them made during the engagement that are not specific to Client's Confidential Information.

7.2 Ownership of Deliverables

Upon full payment of all fees under the applicable SOW, Consultant assigns to Client all right, title, and interest in the Deliverables, excluding any Consultant Tools embedded in them. Until full payment, Client has a revocable, non-exclusive license to use the Deliverables internally.

7.3 License to Consultant Tools

To the extent Consultant Tools are incorporated into a Deliverable, Consultant grants Client a perpetual, non-exclusive, royalty-free license to use those Consultant Tools as part of the Deliverable for Client's business purposes, including distribution of client-facing Deliverables to Client's own prospects and customers. Client may not extract, resell, or license Consultant Tools on a standalone basis.

7.4 Consultant's Retained Rights

Consultant retains all rights in Consultant Tools and may reuse general know-how, techniques, and non-identifying patterns learned during the engagement for other clients, provided Consultant does not disclose Client's Confidential Information or personal data.

7.5 Third-Party and Open-Source Components

Deliverables may include third-party software, data, or services subject to their own licenses. Those components are provided under their own terms and are excluded from the assignment in 7.2.

8. Confidentiality

Both parties agree to keep all proprietary, technical, and business information disclosed by the other party ("Confidential Information") confidential and to use it only for purposes of this Agreement. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was already known to the receiving party, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law after giving notice where legally permitted.

These obligations last 3 years after termination of this Agreement, and indefinitely for trade secrets and personal data. Consultant may retain and use aggregated, de-identified learnings that do not identify Client or any individual.

9. Warranties & Limitation of Liability

9.1 Consultant Warranty

Consultant warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client's sole remedy for breach of this warranty is re-performance of the non-conforming services, or if Consultant cannot re-perform within a reasonable time, a refund of the fees paid for the non-conforming services.

9.2 Disclaimer

Except as stated in 9.1, services and Deliverables are provided as is. Consultant disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Consultant does not warrant any particular business outcome, including reply rates, meetings booked, pipeline created, revenue, deliverability, inbox placement, data accuracy, or data completeness. Third-party data and tools are provided without warranty of accuracy.

9.3 Cap

Each party's total liability arising out of or related to this Agreement and all SOWs will not exceed the fees paid by Client to Consultant under the applicable SOW in the 12 months preceding the event giving rise to the claim.

9.4 Exclusions

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or business opportunity, even if advised of the possibility.

9.5 Carve-Outs

The cap in 9.3 and the exclusions in 9.4 do not apply to a party's breach of Section 8, a party's indemnification obligations under Section 14, Client's payment obligations, or a party's gross negligence, fraud, or willful misconduct.

9.6 Claims Window

Any claim under this Agreement must be brought within 1 year after the cause of action accrues.

10. Term & Termination

10.1 Term

This Agreement starts on the Effective Date and continues until terminated. Either party may terminate this Agreement or any SOW for convenience on 30 days' written notice.

10.2 Termination for Cause

Either party may terminate on 10 days' written notice if the other party materially breaches this Agreement and fails to cure within the notice period. Consultant may terminate immediately if Client fails to pay an undisputed amount within 10 days after written notice of non-payment.

10.3 Effect of Termination

Client pays for all work performed and approved Materials incurred through the termination date, plus any non-cancellable third-party commitments made at Client's request. On payment, Consultant delivers work in progress in its then-current state. Each party revokes the other's access to its systems within 5 business days. Sections 7, 8, 9, 11, 13, 14, 15, 18 and the Addendum survive termination.

11. Dispute Resolution & Governing Law

This Agreement is governed by the laws of the State of California without regard to conflict-of-law rules. The parties will first attempt to resolve any dispute through good-faith discussion between principals within 30 days of written notice. Any dispute not resolved that way will be resolved by binding arbitration in Alameda County, California under the JAMS Streamlined Arbitration Rules, with each party bearing its own fees unless the arbitrator awards otherwise. Either party may seek injunctive relief in court to protect its Confidential Information or intellectual property. Claims within the jurisdictional limit of small claims court may be brought there instead.

12. Fixed-Fee (Fixed Price) Projects

For projects billed on a fixed-fee basis, the total fee will be defined in the applicable Statement of Work ("SOW") and represents a fixed amount for completion of the specified scope of work.

12.1 Scope Boundaries

The fixed fee covers only the services, deliverables, and use cases expressly outlined in the SOW. Any additional requirements, enhancements, revisions, or materially new work requested by the Client will be considered out-of-scope and may require a separate SOW, change order, or additional fees.

12.2 Assumptions

Fixed-fee pricing is based on the information, requirements, and system configuration provided at the time of scoping. Any significant change to Client systems (e.g., CRM field changes, new objects, scoring logic revisions, data model changes, or workflow redesign) may impact the effort required and may result in additional charges.

12.3 Revisions

Unless otherwise stated in the SOW, the fixed fee includes one round of revisions to the delivered work. Additional revision cycles are considered new scope and may be billed separately.

12.4 Exclusions

Ongoing support, monitoring, maintenance, troubleshooting, adjustments, or enhancement requests after delivery are not included in the fixed fee and may be billed separately or require a new SOW.

12.5 Materials & Third-Party Costs

Fixed-fee pricing does not include external tool costs, API usage (e.g., AI APIs, enrichment credits), CRM add-ons, or third-party services. These costs are treated as "Materials" and require prior approval before being incurred. Approval may be given by email or by an approved budget line in the SOW.

13. Client Data & Third-Party Tools

13.1 Client Tools and Accounts

Unless an SOW says otherwise, Client provisions and pays for its own accounts with CRM, sequencing, enrichment, data, and AI providers used in the engagement, and Client is the party bound by those providers' terms. Consultant operates in those accounts as Client's authorized user. Usage-based charges (credits, API calls, seats) incurred in Client's accounts on Client's instruction or within an approved SOW budget are Client's responsibility and are not refundable by Consultant.

13.2 Consultant's Own Tools

Where Consultant uses its own accounts to perform services, those costs are Materials under Section 4 or 12.5 and require prior approval by email or by an approved budget line in the SOW.

13.3 Provider Dependence

Consultant is not liable for a third-party provider's outage, rate limits, pricing changes, terms changes, account suspension, or data inaccuracy, and will use reasonable efforts to propose a workaround when one is available.

13.4 Client Data

Client retains ownership of Client Data (data Client supplies or that Consultant collects in Client's accounts on Client's behalf). Consultant uses Client Data only to perform the services. The Addendum governs personal data, retention, and deletion.

14. Indemnification

14.1 By Client

Client will defend and indemnify Consultant against third-party claims, including regulatory claims, arising from: (a) Client Data or contact lists Client supplied or directed Consultant to use; (b) Client's instructions on who to contact, what to send, and from which domains or accounts; (c) Client's use or distribution of Deliverables after delivery; or (d) Client's breach of applicable law, including marketing, privacy, and anti-spam law.

14.2 By Consultant

Consultant will defend and indemnify Client against third-party claims arising from: (a) Consultant's breach of Section 8; or (b) a claim that Consultant Tools, as delivered and used per this Agreement, infringe a third party's United States intellectual property right, excluding claims caused by Client Data, Client modifications, third-party components, or AI-generated content produced at Client's direction.

14.3 Procedure

The indemnified party gives prompt notice, allows the indemnifying party to control the defense, and cooperates at the indemnifying party's expense. No settlement that admits fault by the indemnified party without its consent.

15. Non-Solicitation

During the term and for 12 months after, neither party will directly solicit for employment or engagement any employee or contractor of the other party who worked on the engagement, without the other party's written consent. General job postings not targeted at the other party's personnel are not solicitation.

16. Publicity

Consultant may identify Client by name and logo as a client and may describe the nature of the engagement in general terms in its portfolio, website, case studies, and social content, without disclosing Confidential Information or non-public results. Client may opt out of any of this in the SOW or by written notice at any time, effective for new uses going forward.

17. General

17.1 Independent Contractor

Consultant is an independent contractor. Nothing here creates an employment, partnership, or agency relationship. Consultant may use subcontractors and automated agents under its supervision and remains responsible for their work; subcontractors are bound by confidentiality terms at least as protective as Section 8.

17.2 Order of Precedence

If this Agreement, the Addendum, and an SOW conflict, the SOW controls only for scope, deliverables, fees, and timeline, and only where it expressly states it is overriding a specific numbered section. Otherwise this Agreement and the Addendum control.

17.3 Versioning

Consultant may update this Agreement by posting a new version with a new effective date. The version in effect on the date an SOW is signed governs that SOW. Consultant keeps prior versions available on request.

17.4 Notices, Assignment, Waiver, Severability

Notices go by email to the addresses in the SOW with confirmation of receipt. Neither party may assign this Agreement without consent, except to a successor in a merger or sale of substantially all assets. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the rest remains in effect.

18. Data, AI & Outbound Addendum

This Addendum is part of the Agreement and applies to every SOW. Version 1, effective August 25, 2026.

18.1 Roles for Personal Data

Client is the controller (or business, under California law) of any personal data in Client Data, and Consultant is a processor (or service provider) acting on Client's documented instructions. Client warrants that it has a lawful basis and any required notices or consents for the contact data it supplies or directs Consultant to acquire, and for the outreach it directs. Where Consultant purchases contact data on Client's behalf from a data provider, Client is the licensee of that data under the provider's terms.

18.2 What Consultant Does With Personal Data

Consultant will: (a) use personal data only to perform the services; (b) keep it in Client's systems or in Consultant's access-controlled working environment, and not in shared or public repositories; (c) not sell it or use it for any other client; (d) apply reasonable technical and organizational security measures; (e) notify Client without undue delay after becoming aware of a personal data breach involving Client Data; (f) delete or return personal data in Consultant's possession within 30 days after the SOW ends, except for records Consultant must keep by law or for billing; and (g) assist Client with reasonable data-subject requests and compliance inquiries, at Consultant's then-current rates where a request exceeds 2 hours.

18.3 Outbound Communications

Where the services include building or operating outbound campaigns (email, LinkedIn, phone, ads, or direct mail):

• Client owns compliance. Sends go from Client's domains, accounts, and identities unless the SOW says otherwise. Client is the sender for purposes of CAN-SPAM, GDPR, CCPA, CASL, TCPA, and similar laws, and is responsible for content accuracy, opt-out handling within legal timeframes, and physical address and identification requirements.
• Suppression. Client will provide, and keep current, its suppression and do-not-contact lists. Consultant will apply them across every sending tool it operates for Client. Client is responsible for contacts it instructs Consultant to exclude but fails to list.
• Approval. Client approves messaging and target criteria in writing (email or shared document) before a campaign goes live. Post-approval changes Client makes directly in a tool are Client's responsibility.
• Domain health. Consultant may pause or throttle sends, without liability, when bounce, complaint, or reputation signals indicate risk to Client's domains. Consultant recommends, and Client agrees to follow, minimum spacing of 2 to 3 days between sequence steps and warm-up periods for new domains.
• No outcome guarantee. Reply rates, meetings, pipeline, and deliverability depend on factors outside Consultant's control and are not guaranteed.
• Lead ownership. Contacts, lists, and replies generated for Client belong to Client on delivery to Client's systems.

18.4 Use of AI

• Disclosure. Consultant uses AI systems (including large language models, coding agents, and AI-assisted enrichment and research tools) in delivering the services, including drafting, research, data processing, code, and analysis. Consultant will identify the material AI tools used on request.
• Definition. "AI Tools" means systems that generate or transform content or code using machine learning. Ordinary productivity software with embedded AI features (spell check, search, formatting) is not restricted by any Client "no AI" policy unless the policy names it.
• Human review. Consultant reviews AI-assisted outputs before delivery. Client reviews Deliverables before external use.
• No training on Client Data. Consultant will not use Client Data or Confidential Information to train or fine-tune any model, and will use AI providers under terms that prohibit the provider from training on that data. Consultant will not use AI providers that process Client Data outside the United States without Client's written approval.
• AI-generated content. Portions of Deliverables generated by AI Tools may not be eligible for copyright protection. Consultant does not warrant the originality, non-infringement, or registrability of AI-generated portions. Client is responsible for any disclosure labelling that applicable law requires when it distributes AI-generated content.
• Client restrictions. If Client wants to restrict specific AI Tools or uses, it must say so in the SOW. Restrictions may affect price and timeline.

18.5 Hosted Deliverables and Tracking

Consultant may host client-facing Deliverables (diagrams, reports, one-pagers, micro-sites) on Consultant-controlled infrastructure for the term of the SOW plus 12 months, on unlisted, non-indexed URLs. Client may request removal at any time and Consultant will remove within 5 business days. Consultant may embed engagement tracking (page opens, dwell time) on hosted Deliverables and on assets it sends on Client's behalf, and will share that data with Client on request. Consultant does not sell tracking data.

18.6 Sub-Processors

Consultant uses third-party providers for hosting, AI, data enrichment, and sequencing. A current list is available on request. Consultant will give Client 15 days' notice of a new sub-processor that will process Client personal data; Client may object in writing, and the parties will work in good faith on an alternative.