Master Services Agreement

This Master Services Agreement ("Agreement") is entered into between 4TH SIGNAL LLC, a Texas limited liability company ("4TH SIGNAL," "we," or "us"), and the entity engaging our services ("Client" or "you"). By engaging 4TH SIGNAL, Client agrees to the terms below.

1. Services

4TH SIGNAL provides expert marketing and growth intelligence services, including discovery, connection, engagement, and conversion orchestration, along with automated follow-up after service fulfillment. The specific scope, deliverables, fees, and term are set forth in one or more mutually executed Statements of Work ("SOWs").

2. Fees and Payment

Client agrees to pay all fees set forth in the applicable SOW. Invoices are due within fifteen (15) days of issuance unless otherwise stated. Late payments may accrue interest at 1.5% per month or the maximum permitted by law. 4TH SIGNAL may suspend services for non-payment after written notice.

3. Term and Termination

This Agreement begins on the effective date of the first SOW and continues for the term of all active SOWs. Either party may terminate for material breach not cured within thirty (30) days of written notice. 4TH SIGNAL may terminate immediately for non-payment or Client breach of confidentiality obligations. Sections that by nature should survive termination will survive.

4. Confidentiality

Each party agrees to protect the other's Confidential Information under strict mutual non-disclosure, using at least the same care it uses for its own confidential information and no less than reasonable care. Confidential Information may be used solely to perform or receive the services. This obligation survives for three (3) years after termination.

5. Intellectual Property

4TH SIGNAL retains all rights to its methodologies, engines, dashboards, and proprietary intelligence. Client retains all rights to its brand assets, data, and customer information. Upon full payment, deliverables specifically created for Client under an SOW are licensed to Client for internal business use. 4TH SIGNAL may use aggregated, anonymized data for benchmarking and service improvement.

6. Warranties and Disclaimers

4TH SIGNAL warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly stated, all services are provided "as is," and 4TH SIGNAL disclaims all implied warranties, including merchantability and fitness for a particular purpose. 4TH SIGNAL does not guarantee specific revenue, pipeline, or conversion outcomes.

7. Limitation of Liability

To the fullest extent permitted by law, 4TH SIGNAL's aggregate liability arising out of this Agreement will not exceed the fees paid by Client in the three (3) months preceding the claim. Neither party will be liable for indirect, incidental, special, or consequential damages, including lost profits.

8. Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Austin, Texas.

9. Miscellaneous

This Agreement, together with all SOWs, constitutes the entire agreement between the parties. It may be amended only in writing signed by both parties. If any provision is found unenforceable, the remainder will continue in full force.