Master Services Agreement

The Parties

This Master Services Agreement ("Agreement") is made and entered into on the Effective Date set out in the applicable Statement of Work, by and between Curious Endeavor LLC, a Florida limited liability company, dba Curious Endeavor, located at 1573 NE 33rd St, Oakland Park, Florida, USA ("Curious Endeavor") and the Company identified as the counterparty in the applicable Statement of Work ("Company").

Premises

Curious Endeavor is primarily engaged in the business of providing digital interfaces, branding, and experiential event services to others. Company has engaged Curious Endeavor to perform the services and/or deliver the items described in written statements of work that may be agreed upon and executed by Company and Curious Endeavor from time to time (each, an "SOW"). Curious Endeavor is willing to provide such services under the terms and conditions provided herein.

In consideration of the Premises, the mutual promises of the parties, and the mutual benefits to be gained by performance, the parties agree as follows:

1. Services

1.1 Statements of Work

Company hereby retains Curious Endeavor, and Curious Endeavor hereby agrees to perform the services for Company as described in this Agreement and an SOW (the "Services") and/or shall provide materials, artwork, graphics, work product, software, documentation, and any other deliverables as described in this Agreement and an SOW (the "Deliverables"). Each SOW must identify this Agreement and shall be incorporated in and made a part of this Agreement. Curious Endeavor will not begin work under an SOW until it has been executed by both parties. In the event of any conflict or inconsistency between this Agreement and an SOW, the provisions of the SOW shall be controlling.

1.2 Change Requests

Either party may request changes or enhancements to the Services or Deliverables. In such event, the requesting party shall provide a description of the change and the parties shall consult and cooperate with each other in good faith to discuss the change and any additional costs, scheduling modifications, and other implications of the proposed changes. Notwithstanding the foregoing, Curious Endeavor may, in its sole discretion, decline to undertake any such changes or enhancements. Any requested change shall become effective only upon mutual agreement of the parties.

1.3 Acceptance

Within ten (10) business days following delivery of any Deliverable to Company, Company shall provide Curious Endeavor with either: (a) written approval of such Deliverable or (b) a written list of modification guidelines that will bring the Deliverables into compliance with the applicable SOW. No Deliverable shall be deemed accepted without explicit written approval from Company.

2. Compensation

2.1 Fees and Payment

Company agrees to pay amounts due hereunder for the Services and Deliverables in accordance with the compensation set forth in the applicable SOW. In addition, Company shall pay all applicable taxes, fees and surcharges set forth on Curious Endeavor's invoice. Except if otherwise specified in an SOW, Company shall make payment within fifteen (15) days of the date of invoice. Except for when allowed for in a separate SOW, in no event will any payment to Curious Endeavor be contingent on receipt of any monies or other compensation by Company. All prices are in U.S. Dollars, and all payments shall be in U.S. Dollars. Curious Endeavor reserves the right to stop performing any Services if an invoice is not paid in full by Company within thirty (30) days after the date of invoice. Curious Endeavor shall not be liable for any damages, losses or liabilities that may arise out of Curious Endeavor's suspension of performance and/or withholding of materials due to Company's non-payment. Invoices not paid within thirty (30) days of the due date shall accrue a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance, compounding monthly until paid in full.

2.2 Time and Materials Charges

Notwithstanding anything to the contrary, if Company requests services that Curious Endeavor is not obligated to provide under this Agreement or an SOW, or is not obligated to provide in the manner requested, Company shall pay for such services at Curious Endeavor standard time and materials charges then in effect or as otherwise set forth in an SOW, provided that such additional expense was pre-approved by the Company in a written form.

3. Project Contacts

Each party shall designate one or more project contacts (each, a "Project Contact") from such party's internal personnel, who shall be responsible for the implementation of an SOW and for providing timely management decisions as required or requested relating to the Services. The initial Project Contact for each party shall be listed in an SOW and may be updated from time to time by the designating party by providing notice to the other party. The signature or e-mail approval of the Company Project Contact shall be final and binding on Company. If, after the Company Project Contact has approved a design, Company or its representative alters the scope of work or requires additional services, Company shall pay all fees and expenses arising from such changes and additional services provided that such additional expense was pre-approved by the Company in a written form.

4. Company Responsibilities

Company shall cooperate with Curious Endeavor in connection with the performance of the Services and shall be responsible for:

1. Providing trained and competent personnel to provide Curious Endeavor with any information required, as determined by Curious Endeavor, in connection with the provision of the Services and Deliverables;
2. Providing such logos, specifications, materials, items, and information as may be necessary to enable Curious Endeavor to provide the Services and Deliverables;
3. In accordance with the table set forth below, promptly responding to requests for information made by Curious Endeavor in connection with the provision of the Services and Deliverables;
4. The accuracy of all information provided by Company;
5. Ensuring that all necessary communications technology, Internet connections, and hardware and software are present, operating correctly, and appropriate for the operation of the Services and Deliverables;
6. Purchasing or licensing necessary fonts, photographs, domain names, web hosting services, video shooting and editing, video production, photoshoot production, animation, motion classes and codes, website templates, and other licenses required for Company's use of the Deliverables and receipt of the Services, detailed in the applicable SOW.

Curious Endeavor's ability to perform its obligations under this Agreement may be dependent on Company performing its obligations. Curious Endeavor shall have no liability or responsibility for any failure of Company to perform its obligations or for any delays in performance by Curious Endeavor caused by any failure of Company to perform its obligations.

5. Curious Endeavor Responsibilities

Curious Endeavor shall provide the Services in a professional and workmanlike manner. To the extent notice is provided to Curious Endeavor in advance in writing, when on the premises of Company, Curious Endeavor's employees and subcontractors shall be subject to all the rules and policies that Company may have in effect from time to time respecting vendor and visitor conduct.

Curious Endeavor represents that (1) it has the ability, resources and experience to carry out the obligations assumed by it under this Agreement, (2) the Services shall be performed in a professional and highly skilled manner and in accordance with the best industry standards, (3) the Deliverables and Services will conform to the applicable specifications detailed in the SOW, and (4) the Deliverables and the use thereof do not and will in no way violate or infringe the intellectual property rights of any third party.

6. Term and Termination

The term of this Agreement shall commence on the Effective Date and continue thereafter. This Agreement will terminate automatically and without notice if Curious Endeavor has not provided Services or Deliverable to Company for one (1) year. The expiration or termination of an SOW shall not affect any other SOW, and shall not terminate this Agreement with respect to other SOWs that remain in effect. In addition to any other termination rights specified elsewhere in this Agreement or an SOW, any SOW can be terminated:

1. If a party provides written notice of a breach of this Agreement and/or an SOW and the breaching party fails to cure the breach within thirty (30) days after written notice of the breach is provided, except in the case of non-payment by Company, then Curious Endeavor may terminate within seven (7) days after written notice to Company;
2. By either party upon thirty (30) days written notice to the other; in such event, Company shall pay Curious Endeavor for all work completed and expenses incurred through the termination date, plus a kill fee equal to 25% of the remaining unbilled project fees under the applicable SOW (the "Kill Fee"), which shall be due and payable within fifteen (15) days of the termination notice;
3. Immediately, by either party in the event the other party shall initiate or have initiated against it, voluntarily or involuntarily, any act, process or proceeding under the provisions of any bankruptcy law, or under any other insolvency law or other statute or law providing for the modification or adjustment of the rights of creditors.

The termination of this Agreement or an SOW shall not affect Curious Endeavor's entitlement to payment for Services rendered and Deliverable provided to Company prior to termination. Upon termination of an SOW or this Agreement, all amounts owed to Curious Endeavor for services performed prior to termination shall become immediately due and payable, provided however, that all materials created by Curious Endeavor under this Agreement on an SOW prior to termination shall be delivered to the Company.

7. Subcontractors

Curious Endeavor may subcontract the performance of Services or development of Deliverables under this Agreement; provided that Curious Endeavor shall remain responsible for the performance of any such subcontracted Services and Deliverables as if performed by Curious Endeavor.

8. Ownership

Curious Endeavor shall be the exclusive owner of all right, title, and interest in and to any materials, items, information, and technology developed prior to or outside the scope of this Agreement, together with any and all related intellectual property rights, or in an improvement or modification to any of the foregoing (the "Curious Endeavor Materials"). Company obtains no ownership, license, or other rights with respect to the Curious Endeavor Materials.

Company shall be the exclusive owner of all right, title, and interest in and to the Deliverables, except to the extent such Deliverables incorporate Curious Endeavor Materials. Upon Company's payment in full of all fees owed under the applicable SOW related to any specific deliverable, Curious Endeavor hereby transfers, sells, and assigns to Company all of its right, title, and interest in and to the relevant paid Deliverables (excluding Curious Endeavor Materials incorporated into such Deliverables), together with any and all related intellectual property rights. In case any Curious Endeavor Materials are incorporated into the Deliverables, Curious Endeavor hereby grants Company with a non-exclusive, non-revocable and non-assignable license to the Curious Endeavor Materials solely for the purpose of using the Deliverables in any manner whatsoever.

Notwithstanding the foregoing, where a Deliverable involves Curious Endeavor presenting multiple concepts or designs to Company and Company is to select one of the concepts or designs, the foregoing assignment only applies to such concepts and designs selected by Company. Curious Endeavor shall be free to re-use or re-purpose concepts and design not selected by Company.

9. Representations and Warranties

Each party represents and warrants to the other that: (a) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the applicable SOW; and (b) the signatory to this Agreement and the applicable SOW, possesses all necessary authority to enter into this Agreement and applicable SOW.

10. Limited Warranty and Disclaimer

Curious Endeavor represents and warrants that it will provide the Services in a professional and workmanlike manner and in substantial conformity with the description of the Services provided in the applicable SOW. In order to assert any claim that Services are defective, Company must notify Curious Endeavor in writing of such claim within seven (7) business days after the allegedly defective Services are first provided. As Company's sole and exclusive remedy, Curious Endeavor shall, in its sole discretion, re-perform the subject Services.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED TO COMPANY "AS IS" AND "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.

11. Confidentiality

Neither party shall at any time, either during the term of this Agreement or subsequent to the termination of this Agreement, divulge to others or use for any reason other than for the purpose detailed herein benefit any proprietary or confidential information or trade secrets of the other party that were obtained during the term of this Agreement relating to methods, processes, sales, clients, vendors or financial information belonging to or relating to such disclosing party.

12. Limitation of Liability

In no event, whether in contract or in tort (including breach of warranty, negligence and strict liability), shall either party be liable to the other party or any third party for indirect, incidental, consequential, exemplary, punitive or special damages, even if such party has been advised of the possibility of such damages in advance. In no event shall either party's liability under this agreement exceed the amounts paid by Company to Curious Endeavor under the SOW giving rise to the claim.

13. Promotion

Curious Endeavor may identify the Company as a client and include non-confidential work samples on Curious Endeavor's website and portfolio materials. Any public use of Company's name, logo, trademarks, or service marks in press releases, marketing campaigns, case studies, or media communications requires Company's prior written approval, which shall not be unreasonably withheld. Both parties will coordinate any public-facing communications to align with Company's PR timelines.

14. Expenses

Upon the submission of receipts, Company shall reimburse Curious Endeavor for all actual and reasonable expenses that have been approved in advance by Company, and that are incurred by Curious Endeavor while performing the Services and developing the Deliverables.

15. Non-Exclusive

Curious Endeavor does not provide its services exclusively to Company, and Company acknowledges that Curious Endeavor may at any time be concurrently providing similar services to other businesses that may be competitive to Company's own business.

16. Nature of Relationship

The provisions of this Agreement shall not in any respect whatsoever be deemed to create a partnership, joint venture, employment relationship, or other business combination between Company and Curious Endeavor. Neither Company nor Curious Endeavor shall be obligated by any other agreement, representation or warranty made by the other. As independent contractors, Company and Curious Endeavor shall be separately responsible for the payment of their own income, employment, and all other taxes, duties, levies, surcharges and the like. In addition, Company and Curious Endeavor shall be separately responsible for carrying workers' compensation insurance on themselves and their employees and agents as required by applicable law.

17. Force Majeure

Curious Endeavor shall not be in breach of this Agreement in the event it is unable to perform its obligations under this Agreement as a result of natural disaster, war, emergency conditions, labor strife, the substantial inoperability of the Internet, failure by Company to timely furnish information or approve or disapprove work, the inability to obtain supplies, or other reasons or conditions beyond Curious Endeavor's reasonable control.

18. Assignment and Delegation

Company may transfer, sell, assign, or license its rights under this Agreement, or delegate its duties under this Agreement without receiving the prior written consent of Curious Endeavor. Curious Endeavor may not transfer, sell, assign, or license its rights under this Agreement, or delegate its duties under this Agreement without receiving the prior written consent of the Company. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

19. Waiver

The waiver of any provision or the breach of any provision of this Agreement shall not be effective unless made in writing. Any waiver by either party of any provision or the breach of any provision of this Agreement shall not operate as or be construed to be a continuing waiver of the provision or the breach of the provision.

20. Remedies

Injunctive or other equitable relief shall be a remedy available to either party in the event of a breach of any provision of this Agreement by the other party, but such remedy shall not be the exclusive remedy available to the parties.

21. Survival

The provisions of this Agreement which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement.

22. No Third Party Beneficiaries

This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

23. Notices

Any notices required or permitted to be given under this Agreement: (i) shall be in writing signed by or on behalf of the party making the same; (ii) shall be deemed given or delivered (a) if delivered personally, when received; (b) if sent from within the United States by registered or certified mail, postage prepaid, return receipt requested, on the third business day after mailing; or (c) if sent by messenger or reputable overnight or international courier service, upon delivery; and (iii) shall be addressed to each party at its address set forth in this Agreement, or at such other address as the parties shall designate in writing by personal delivery, certified mail, or overnight or international courier service.

24. Situs; Jurisdiction; Governing Law

This Agreement shall be governed by the laws of the State of Florida, without regard to its conflicts of laws rules, and the applicable laws of the United States. For the purpose of resolving conflicts related to or arising out of this Agreement, the parties expressly agree that venue shall be in the State of Florida, Broward County, in the United States, and, in addition, the parties hereby consent to the jurisdiction of the federal and state courts in the State of Florida in the United States.

25. Severability

In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

26. Execution

This Agreement may be executed in multiple counterparts, and such counterparts, when taken together, shall be deemed an original, and such counterparts shall together constitute one and the same instrument. The execution of this document may be accomplished electronically by PDF attachment to e-mail, by faxing, or otherwise. Copies of an executed version of this Agreement may be treated as originals for all purposes.

27. Entire Agreement

This Agreement, together with the SOWs, sets forth the entire understanding between the parties with respect to the subject matter hereof, there being no terms, conditions, warranties, or representations other than those contained in this Agreement. No amendments shall be valid unless made in writing and signed by the parties to this Agreement.