Master Services Agreement

Version: 4.0 Effective Date: September 17, 2026 Jurisdiction: State of Oregon, USA

This Master Services Agreement ("Agreement" or "MSA") is entered into by and between Adam Matar, an individual and sole proprietor doing business as VibeHard ("Provider", "we", or "us"), and the purchasing company, entity, or individual designated in an applicable Statement of Work or Service Order ("Customer" or "you"). Provider and Customer are each referred to individually as a "Party" and collectively as the "Parties."

1. Structure and Statements of Work

1.1 Purpose and Scope. This Agreement governs the provision by Provider to Customer of autonomous workflow engineering, private container infrastructure orchestration, systems integration, and ongoing Site Reliability Engineering (SRE) maintenance services (collectively, the "Services"), as well as any software configurations, workflows, and deliverables specified in one or more Statements of Work (each, an "SOW") or Service Orders executed by the Parties.

1.2 Statements of Work. Each SOW shall reference this Agreement and detail the specific deliverables, project milestones, deployment specifications, service levels, and applicable fees. In the event of an express conflict between the body of this Agreement and any SOW, the terms of the SOW shall govern solely with respect to the scope of that specific SOW.

1.3 Entity Reorganization and Assignment. Customer acknowledges that Provider currently operates as a sole proprietorship. Provider reserves the right, upon written or electronic notice to Customer, to assign this Agreement and all associated rights and obligations to a newly formed or successor legal entity (such as a limited liability company or corporation) organized by Provider, without requiring additional consent from Customer.

1.4 Modifications to Terms. Provider reserves the right to make non-material administrative updates to this Agreement upon posting to Provider’s public legal portal (https://vibehard.ai/legal/msa.html). For any material modification to commercial terms, billing structures, or liability allocations, Provider shall provide Customer at least thirty (30) days advance written or electronic notice. Customer’s continued use of the Services or payment of ongoing retainer fees following the effective date of an update constitutes acceptance of the modified terms.

2. Fees, Billing, and Milestone Acceptance

2.1 Milestone Fee Structure. Unless otherwise specified in an applicable SOW, professional implementation and workflow deployment services are structured on a fixed-milestone basis:

Kick-Off Deposit (50%): Due and payable upon execution of the SOW. The Kick-Off Deposit reserves dedicated engineering capacity and covers initial infrastructure provisioning. It is non-refundable once server provisioning commences.
Final Milestone Balance (50%): Due and payable upon Acceptance of the deployment pursuant to Section 2.2.

2.2 Review Period and Deemed Acceptance.

Review Period: Following written notification by Provider that a deliverable, automated workflow, or private container instance has been deployed to a staging or production environment, Customer shall have seven (7) business days (the "Review Period") to test the deliverable and notify Provider in writing of any material non-conformity with the functional specifications set forth in the applicable SOW.
Notice of Non-Conformity: Any notice of non-conformity must describe the defect in reasonable detail and provide reproducible steps. Provider shall promptly use commercially reasonable efforts to correct verified non-conformities at no additional cost.
Deemed Acceptance: If Customer fails to provide written notice of a material non-conformity prior to the expiration of the Review Period, or if Customer utilizes the deliverable or workflow in active commercial or operational production, the deliverable shall be conclusively, irrevocably, and fully DEEMED ACCEPTED by Customer. Upon deemed acceptance, the remaining fifty percent (50%) Final Milestone Balance shall immediately become due and payable.

2.3 Monthly SRE and Infrastructure Retainer. Commencing thirty (30) days post-deployment, Customer shall pay an ongoing monthly operational fee (the "SRE Retainer", standard $1,000.00 USD per month per department, or as specified in the SOW). The SRE Retainer covers automated container health monitoring, telemetry ingestion, programmatic self-healing routines, security patch maintenance, and routine operational adjustments. The SRE Retainer may be terminated by either Party upon thirty (30) days advance written notice to the other Party.

2.4 Payment Terms, ACH Preference, and Late Fees. All invoices are due and payable in United States Dollars upon receipt. Provider supports 1-click Bank-to-Bank ACH Direct Debit via Stripe rails to optimize capital efficiency. Undisputed amounts unpaid after fifteen (15) days from the due date 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 lower. Customer shall reimburse Provider for all reasonable legal fees and collection costs incurred in collecting delinquent amounts.

2.5 No Chargebacks. Customer expressly covenants not to initiate or file any credit card chargeback, merchant payment dispute, or unauthorized payment clawback for fees properly billed under this Agreement. In the event of an improper chargeback, Customer shall be liable for the disputed amount, administrative merchant fees, and all reasonable attorneys' fees incurred by Provider in recovering funds.

3. Customer Responsibilities and Independent Human Verification

3.1 Customer Administrative Cooperation. Customer shall provide Provider with timely access to required administrative accounts, dedicated corporate credentials (e.g., agent@customerdomain.com), application access tokens, and technical documentation necessary to perform the Services. Customer remains responsible for maintaining administrative ownership of its third-party software accounts, enforcing multi-factor authentication (MFA), and configuring internal permission boundaries.

3.2 Assistive Computational Technologies and Probabilistic Outputs. Customer acknowledges that the Services and deliverables may utilize machine learning models, large language models (LLMs), automated optical character recognition (OCR), heuristic rule engines, and generative computational tools (collectively, "Assistive Computational Technologies"). Customer understands that Assistive Computational Technologies are inherently probabilistic and non-deterministic systems that may, from time to time, generate inaccurate, incomplete, or erroneous classifications, extractions, calculations, or textual outputs (collectively, "Outputs").

3.3 Affirmative Duty of Independent Human Review.

Non-Delegable Verification Obligation: As between Provider and Customer, Customer retains the exclusive, non-delegable operational obligation to independently audit, review, verify, and confirm all Outputs, accounts payable matches, general ledger categorizations, journal entries, tax amounts, vendor disbursements, customer communications, and database mutations generated or staged by the Services prior to disbursement, transmission, or formal recording.
Sole Disbursement and Fiduciary Authority: Provider does not possess, assume, or exercise custody or disbursement authority over Customer bank accounts, funds, or payroll. Customer authorized personnel retain exclusive fiduciary authority over all funds transfers, check issuances, ACH debits, and contractual commitments.
No Accounting, Tax, or Legal Advice: Provider is a technology provider, not a Certified Public Accountant (CPA), registered tax preparer, investment advisor, or law firm. Provider makes no warranty that any staged transaction, workflow calculation, or ledger entry complies with Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS), the Internal Revenue Code, or statutory accounting guidelines. All computational outputs are assistive drafts intended solely for review by Customer’s qualified personnel.

4. Third-Party Infrastructure and Services

4.1 Third-Party Dependencies. Customer acknowledges that the Services utilize independent third-party services, including cloud hosting providers (e.g., Hostinger KVM, Amazon Web Services, Hetzner), containerization platforms (Docker, Linux), network and DNS relays (Cloudflare), and foundation artificial intelligence model APIs (e.g., OpenAI, Anthropic, Google, DeepSeek) (collectively, "Third-Party Services").

4.2 Pass-Through Terms and Disclaimer. Provider does not own, manage, or operate Third-Party Services. Provider passes through underlying infrastructure strictly on an "as-is" and "as-available" basis. Provider expressly disclaims all liability for hosting outages, physical hardware failures, token rate limits or price adjustments imposed by upstream model providers, and breaking API alterations implemented by third-party SaaS vendors.

4.3 Standard vs. Non-Standard Integrations. Standard turnkey deployments presume integrations with platforms offering documented, stable REST/GraphQL APIs or official Model Context Protocol (MCP) servers. If Customer requests automation involving platforms that lack public APIs, or that utilize anti-bot measures, Provider shall exercise commercially reasonable engineering efforts on an experimental basis, but disclaims any warranty of continuous uptime or durability against third-party UI alterations.

5. Intellectual Property and Licensing

5.1 Customer Data Ownership. As between the Parties, Customer owns and retains all right, title, and interest (including all intellectual property rights) in and to all data, records, proprietary credentials, accounting files, and customer information ingested, processed, or stored by Customer within the dedicated software environment (collectively, "Customer Data"). Customer grants Provider a limited, revocable license to access and process Customer Data solely as necessary to configure, operate, and maintain the Services for Customer’s benefit.

5.2 Provider Background Technology and Workflow IP. Provider retains sole and exclusive ownership of all right, title, and interest in and to all pre-existing frameworks, orchestration architectures, deployment automation engines, AST compilers, and testing harnesses ("Provider Materials"), as well as all generic workflow definitions, Directed Acyclic Graph (DAG) topologies, code nodes, system prompt structures, and algorithmic templates developed by Provider prior to or during the engagement ("Workflow Technology").

5.3 License to Deliverables. Conditioned upon Customer’s full payment of applicable milestone fees and compliance with this Agreement, Provider grants Customer a perpetual, worldwide, non-exclusive, non-transferable (except pursuant to a permitted assignment under Section 11.4), fully paid-up license to execute, operate, and internally utilize the custom workflow configurations and deliverables deployed by Provider, solely within Customer’s dedicated private cloud instance for Customer’s internal business operations. Customer shall not sublicense, sell, reverse-engineer, or commercially distribute Provider Materials or Workflow Technology to third parties.

5.4 Aggregated Telemetry and Operational Metrics. Provider may collect, derive, and analyze aggregated, de-identified technical metrics, error-recovery traces, execution latencies, and system performance data ("Aggregated Telemetry") to maintain, benchmark, and improve Provider’s software and diagnostic tooling. Provider warrants that Aggregated Telemetry will never include unredacted Customer Data, Customer Confidential Information, or identifiable personal information.

6. Confidentiality and Data Privacy

6.1 Definition of Confidential Information. "Confidential Information" means all non-public technical, business, financial, or commercial information disclosed by one Party to the other Party, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data constitutes Customer Confidential Information. Provider Materials constitute Provider Confidential Information.

6.2 Standard of Care. The Receiving Party shall protect the Disclosing Party’s Confidential Information with the same degree of care it uses for its own confidential materials of like kind, but not less than a reasonable degree of care. The Receiving Party shall not disclose Confidential Information to any third party, except to its employees, contractors, and legal/financial advisors who need to know such information and who are bound by confidentiality obligations at least as restrictive as those herein.

6.3 Security Safeguards. Provider employs commercially reasonable administrative, physical, and technical safeguards—including single-tenant container isolation, TLS 1.3 encryption in transit, and encrypted credential storage—to safeguard the security and integrity of the deployment environment.

6.4 Regulated Data Restrictions. Services are provided on a commercial B2B basis. Customer represents and warrants that it will not submit, process, or route through the Services: (a) Protected Health Information (PHI) subject to HIPAA; (b) unredacted payment cardholder data subject to PCI-DSS; (c) defense articles or technical data governed by ITAR; or (d) personal data subject to GDPR or CCPA requiring a formal Data Processing Addendum (DPA), unless the Parties have entered into an explicit written DPA governing such processing.

7. Warranties and Disclaimers

7.1 Mutual Representations. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (b) it has the requisite legal power and authority to execute and deliver this Agreement; and (c) its execution and performance of this Agreement will not violate any other agreement to which it is bound.

7.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES, SOFTWARE, DELIVERABLES, WORKFLOWS, CODE NODES, AND INFRASTRUCTURE ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM INTEGRATION, ACCURACY, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE OPERATION OF THE DELIVERABLES OR SERVICES WILL BE UNINTERRUPTED, COMPLETELY SECURE, OR ERROR-FREE.

8. Limitation of Liability

8.1 CONSEQUENTIAL DAMAGES WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (OR ITS AFFILIATES, CONTRACTORS, OR REPRESENTATIVES) BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, NOR FOR ANY LOSS OF BUSINESS PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 AGGREGATE MONETARY LIABILITY CAP. EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDER SECTION 6 OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, IN NO EVENT SHALL PROVIDER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ANY SOW, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER UNDER THE SPECIFIC SOW GIVING RISE TO THE LIABILITY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR TEN THOUSAND UNITED STATES DOLLARS ($10,000.00 USD), WHICHEVER IS LESS.

9. Indemnification

9.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider, Adam Matar individually, and his authorized agents and contractors from and against any third-party claims, suits, regulatory proceedings, liabilities, losses, damages, judgments, penalties, and reasonable expenses (including outside attorneys' fees) arising out of or relating to: (a) Customer’s deployment, operation, or commercial reliance upon the deliverables or Outputs without independent human verification; (b) financial disbursements, banking transactions, vendor payments, or general ledger postings executed by Customer; (c) Customer’s breach of Section 3, Section 5.3, or Section 6.4; or (d) any violation of applicable federal, state, or international laws or regulations by Customer.

9.2 Indemnification Procedures. Provider shall: (a) give Customer prompt written notice of any covered claim; (b) grant Customer sole control over the defense and settlement of the claim (provided Customer shall not settle any claim that admits liability on behalf of Provider without Provider’s prior written consent); and (c) provide Customer with reasonable cooperation at Customer’s expense.

10. Term and Termination

10.1 Term. This Agreement commences on the Effective Date and continues in effect until terminated in accordance with this Section 10.

10.2 Termination for Cause. Either Party may terminate this Agreement or any individual SOW immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such material breach within thirty (30) days following receipt of written notice specifying the breach.

10.3 Termination of SRE Retainer. Either Party may terminate an ongoing SRE Retainer for convenience upon thirty (30) days advance written notice to the other Party.

10.4 Effect of Termination & Data Portability. Upon expiration or termination of this Agreement: (a) all accrued payment obligations through the effective date of termination shall become immediately due; (b) Customer shall retain its perpetual runtime license under Section 5.3 for previously accepted deliverables; and (c) upon Customer’s written request within thirty (30) days of termination, Provider shall facilitate Customer’s export of Customer Data from the dedicated environment.

11. General Provisions

11.1 Governing Law and Jurisdiction. This Agreement, and all disputes arising out of or relating hereto, shall be governed by and construed in accordance with the laws of the State of Oregon, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Dispute Resolution and Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by confidential, binding individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Proceedings shall be conducted virtually, or in Multnomah County, Oregon, before a single neutral arbitrator. THE PARTIES AGREE THAT DISPUTES SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER PARTY SHALL BRING OR PARTICIPATE IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. In any arbitration or legal proceeding to enforce this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable attorneys' fees, expert witness costs, and administrative arbitration expenses.

11.3 Assignment. Customer may not assign or transfer this Agreement without Provider’s prior written consent, except in connection with a merger, acquisition, or corporate reorganization. Provider may freely assign this Agreement to an affiliate, subsidiary, or successor entity pursuant to Section 1.3.

11.4 Entire Agreement. This Agreement, together with all executed SOWs and Service Orders, constitutes the complete and exclusive agreement between the Parties regarding its subject matter, and supersedes all prior and contemporaneous agreements, proposals, marketing materials, or understandings, whether oral or written. Electronic acceptance, checkout confirmation, or payment of an invoice constitutes legally binding execution under the United States Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).