Master Services Agreement

This Master Services Agreement (“Agreement”) is applicable to all services and work provided during a project or engagement between Tiger Tail, a New Jersey limited liability company, with its principal place of business at 12 S Mountain Ave, Montclair, NJ 07042 (“Company” or “Tiger Tail”) and a client (“Client”) that has authorized Tiger Tail to provide services and work.

Recitals

WHEREAS, Company is in the business of AI automation, systems design, workflow optimization, and technology consulting.

WHEREAS, Client desires to engage Company to provide AI automation, consulting, and related technology services, and Company agrees to perform such services, on the terms and conditions set forth herein.

WHEREAS, Company and Client agree that this Agreement shall apply to all such future services.

Agreement

THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1

1. Services and Deliverables

In connection with Client’s engagement, Tiger Tail will provide the Services and Deliverables set forth in this Agreement and in any associated Statement of Work (“SOW”). Subject to written agreement between the parties, the Services contained in this Agreement may be updated and amended from time to time. Services may include, but are not limited to: AI audits and strategy, workflow automation, custom AI solution development, systems and operations design, growth engineering, and training and enablement. Unless otherwise agreed to in writing, Tiger Tail’s Services and Deliverables do not include training Client as to how to utilize such materials, except where a SOW specifically includes training and enablement services.

Quotes, proposals, and Statements of Work represent Tiger Tail’s good-faith estimate of the Services and Deliverables to be provided based on information available at the time of preparation. The specific mix of Services, allocation of hours, deliverable types, and tactical execution may evolve over the course of the engagement as Tiger Tail learns more about Client’s business, as technical requirements change, or as data reveals more effective paths to Client’s objectives. In the event that the scope of specific Services or Deliverables changes, Tiger Tail agrees to provide Services of commensurate or greater value than those originally quoted, at no additional cost to Client, unless the parties agree in writing to a revised scope and fee.

Section 2

2. Timing, Revisions and Approvals

Tiger Tail will make all reasonable efforts to perform the Services under this Agreement in accordance with the timeline outlined. Client agrees to promptly review and provide any materials, inputs, approvals, or comments as necessary to maintain the agreed upon delivery dates. Client acknowledges that Tiger Tail’s ability to meet deadlines is dependent upon Client’s prompt performance of its obligations to provide materials, system access, data, and approvals in support of the Services. Any changes to the scope of work, technical requirements, timing, or cost shall be communicated and confirmed in writing. Once agreed to by both parties, such changes become binding on both parties.

Section 3

3. Client Responsibilities

Client acknowledges that successful execution of the Services requires active collaboration. Client agrees to:

Provide timely administrative access to all relevant platforms, systems, and tools, including but not limited to CRM systems, databases, APIs, cloud infrastructure, project management tools, analytics platforms, and any other software or services necessary for Tiger Tail to perform the Services;
Review and approve deliverables, prototypes, and other work product within five (5) business days of delivery, unless a different timeline is agreed in writing;
Respond to Tiger Tail’s questions, requests, or escalations within a reasonable timeframe, generally within three (3) business days;
Provide accurate, complete, and current business information, data sets, documentation, and technical specifications necessary for the Services;
Refrain from making unauthorized or uncoordinated changes to systems, workflows, automations, or other assets that Tiger Tail is actively developing or managing, as such changes may compromise results or introduce errors;
Maintain active and paid subscriptions for any third-party platforms, APIs, or services required to deliver or operate the Services;
Designate a primary point of contact with sufficient authority to make decisions on behalf of Client regarding the Services.

Delays or failures by Client to meet these responsibilities may affect Tiger Tail’s ability to meet deadlines, achieve performance milestones, or deliver Services as scoped, and may trigger the rescheduling fee described in Section 5.

Section 4

4. Ownership

Unless otherwise agreed to between the parties, ownership of Tiger Tail’s Services and Deliverables shall be as follows:

4.1. Client Property

The following items created by Tiger Tail shall constitute a “work made for hire” under the U.S. Copyright Act: custom-built automations and workflows configured specifically for Client’s business, custom code and scripts written specifically for Client’s use case, Client-specific dashboards and reports, documentation and training materials created for Client, and any other deliverables expressly identified as Client Property in the applicable SOW (collectively defined as “CLIENT PROPERTY”). The results and proceeds of Tiger Tail’s services in connection with CLIENT PROPERTY are specially ordered and commissioned by Client for its own use, and Client shall be the owner and author thereof. CLIENT PROPERTY shall be used exclusively for projects related to and approved by Client.

4.2. Tiger Tail Property

The following types of services and/or materials created by Tiger Tail shall be owned wholly and exclusively by Tiger Tail: proprietary frameworks, methodologies, and processes; reusable code libraries, templates, and modules; AI models, prompts, and prompt engineering techniques; automation blueprints, system architecture templates, and design patterns; internal tools and software used in creating deliverables; audit methodologies and assessment frameworks; and any pre-existing intellectual property brought into the engagement (collectively defined as “TIGER TAIL PROPERTY”). Tiger Tail shall own and retain 100% of any and all rights to the TIGER TAIL PROPERTY and any intellectual property rights therein. Tiger Tail grants Client a royalty-free, limited license to use the TIGER TAIL PROPERTY solely in connection with Client’s business for the duration of the engagement, unless otherwise specified in writing.

Notwithstanding the foregoing, only upon Client’s full payment to Tiger Tail of all outstanding payments, fees, taxes, approved expenses, change costs, and late penalties due, will the results and proceeds of Tiger Tail’s Services and Deliverables become CLIENT PROPERTY.

Tiger Tail reserves the right to display and showcase all aspects of its work created for Client on Tiger Tail’s website, social media channels, portfolio, and in articles, publications, or books for promotional and portfolio purposes, unless Client explicitly requests otherwise in writing.

4.3. Third-Party Platforms and Accounts

All third-party platform accounts, including but not limited to cloud infrastructure accounts (AWS, GCP, Azure), CRM accounts, API subscriptions, AI service accounts, analytics accounts, domain registrations, hosting accounts, and any other third-party software or service accounts used in connection with the Services, shall at all times remain the property of Client, regardless of whether such accounts are created or configured by Tiger Tail on Client’s behalf. Client grants Tiger Tail administrative access to such accounts solely for the purpose of performing the Services. Upon termination of this Agreement, Tiger Tail will transfer administrative ownership (where such transfer is supported by the platform) to Client and will relinquish its own access within a reasonable time following final payment.

All third-party platform costs, including but not limited to cloud hosting fees, API usage charges, AI service consumption costs, and software subscriptions, are the direct responsibility of Client, shall be billed directly to Client’s payment method on the relevant platform, and are not included in or marked up by Tiger Tail’s fees, unless otherwise agreed in writing.

Section 5

5. Compensation and Expenses

The Setup Fee is required to kick off any engagement unless stated otherwise. This initial payment is non-refundable and serves as a deposit to secure our services. Work will not commence until this has been received, and any work done in advance will be done so at the discretion of Tiger Tail.

Client will receive invoices via QuickBooks. Invoices are payable via credit card, ACH, or wire transfer. The initial/Setup invoice is due upon receipt and must be paid prior to commencement of work. Thereafter, standard invoices are payable on net-30 terms from the date of invoice. All proposals are quoted in USD and payments will be made at the equivalent conversion rate at the date the transfer is made.

Tiger Tail reserves the right to charge interest on all overdue debts at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable New Jersey law, whichever is lower. In addition to interest charges, Tiger Tail reserves the right to pause all Services — including disabling or suspending any managed systems, automations, or hosted solutions — until outstanding payments are resolved.

If the engagement is terminated before the agreed contract period, any remaining fees for the current billing month will still be due in full.

Delays in Client responses or approvals can result in project launch date setbacks. If Tiger Tail determines the project is not moving along at a reasonable pace due to Client delays, Tiger Tail may put the project on hold, at which point it will be subject to a rescheduling fee of five percent (5%) of the total project value to add the project back on Tiger Tail’s schedule.

Fee adjustments may be necessary when Tiger Tail’s costs increase, including increases in third-party AI service pricing, cloud infrastructure costs, or other technology costs. Tiger Tail reserves the right to adjust its fees annually or upon renewal of any contract. If agreements are month to month, these changes may occur monthly, and Tiger Tail will make every effort to give as much advance notice as possible.

Section 6

6. Term and Renewal

Unless otherwise specified in a written SOW, engagements shall have an initial term as defined in the applicable SOW or proposal. Following the initial term, the engagement shall continue on a month-to-month basis until terminated in accordance with Section 13. There is no automatic multi-month renewal; either party may terminate the month-to-month period in accordance with Section 13.

Section 7

7. Data Access and Security

Client acknowledges that the Services may require Tiger Tail to access, process, or store Client’s business data, including but not limited to operational data, customer records, financial information, and system configurations (“Client Data”). Tiger Tail agrees to handle Client Data in accordance with the following obligations:

Tiger Tail will use Client Data solely for the purpose of performing the Services and will not use Client Data for any other purpose, including training proprietary AI models, without Client’s prior written consent;
Tiger Tail will implement and maintain reasonable administrative, technical, and physical safeguards to protect Client Data from unauthorized access, disclosure, alteration, or destruction;
Tiger Tail will limit access to Client Data to personnel who have a need to know in connection with the Services;
Tiger Tail will promptly notify Client of any known or suspected unauthorized access to or breach of Client Data;
Upon termination of the Agreement, Tiger Tail will return or securely destroy all Client Data in its possession within thirty (30) days, unless otherwise required by law or agreed in writing.

Client represents and warrants that it has obtained all necessary rights, consents, and authorizations to provide Client Data to Tiger Tail for the purposes described herein, and that doing so does not violate any applicable law, regulation, or third-party agreement.

If Client Data includes personal data subject to applicable privacy laws (including but not limited to the CCPA, GDPR, or state privacy statutes), the parties agree to execute a separate Data Processing Addendum prior to any such data being shared.

Section 8

8. AI and Third-Party Services

Client acknowledges that the Services may involve the use of third-party artificial intelligence platforms, APIs, and services (including but not limited to large language models, machine learning services, and cloud-based AI tools). Tiger Tail will select and integrate such tools using professional judgment and industry-standard practices, but does not control and is not responsible for the availability, accuracy, or output of third-party AI services.

Client acknowledges and agrees that:

AI-generated outputs may occasionally contain inaccuracies, biases, or errors, and should be reviewed by qualified personnel before being relied upon for critical business decisions;
Third-party AI providers may modify their services, pricing, terms of use, or capabilities at any time, which may affect the functionality or performance of deliverables that depend on such services;
Tiger Tail is not liable for any losses, damages, or claims arising from the outputs or behavior of third-party AI services, provided Tiger Tail has exercised reasonable care in their selection and implementation;
Client is responsible for ensuring that its use of AI-powered deliverables complies with all applicable laws, regulations, and industry standards, including those related to automated decision-making, consumer protection, and data privacy.

Tiger Tail will use commercially reasonable efforts to notify Client of any material changes to third-party AI services that may affect the Services or Deliverables.

Section 9

9. Managed Services

Where an SOW includes ongoing managed services — including but not limited to hosting, monitoring, maintaining, or operating automations, AI systems, or other technology solutions on behalf of Client — the following terms apply:

Tiger Tail will use commercially reasonable efforts to maintain the availability and functionality of managed systems, but does not guarantee uninterrupted or error-free operation unless a specific Service Level Agreement (“SLA”) is included in the applicable SOW;
Tiger Tail will perform routine maintenance, updates, and bug fixes as part of the managed service. Material feature additions or scope changes are subject to a separate SOW or change order;
In the event Client terminates the managed services engagement, Tiger Tail will provide reasonable transition assistance for a period of up to thirty (30) days following termination, including documentation and knowledge transfer, subject to payment of any outstanding fees;
If Client’s failure to pay invoices results in suspension of managed services, Tiger Tail shall not be liable for any losses, damages, or business interruption arising from such suspension.

Section 10

10. Representations and Warranties

Each party represents and warrants it has the full right and authority to enter into and perform this Agreement. Tiger Tail represents and warrants that it will perform the Services with reasonable care and skill commensurate with industry standards. Client represents and warrants that (i) Client is not subject to any obligation inconsistent with its obligations under this Agreement; (ii) Client has obtained appropriate permissions for any material, data, or system access provided to Tiger Tail; and (iii) the materials and data provided to Tiger Tail shall not violate the rights of any third party.

Tiger Tail makes no representation or warranty, express or implied, regarding specific business outcomes, including but not limited to specific revenue increases, cost savings, lead volume, conversion rates, or return on investment. Client acknowledges that results depend on numerous factors outside Tiger Tail’s control, including third-party platform policies, AI service capabilities, market conditions, and Client’s own operations and implementation.

Section 11

11. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Client shall not, directly or indirectly, solicit for employment or engagement, hire, or retain as an independent contractor any employee, contractor, subcontractor, or other personnel of Tiger Tail with whom Client interacted in connection with the Services, without Tiger Tail’s prior written consent. This restriction shall not apply to general public advertising or job postings not specifically targeted at Tiger Tail personnel. In the event of a breach, Client shall pay Tiger Tail a placement fee equal to fifty percent (50%) of the first-year compensation of the solicited or hired individual, as liquidated damages and not a penalty.

Section 12

12. Independent Contractor Status

Client is engaging Tiger Tail as an independent contractor. This Agreement does not create a joint venture, partnership, or employment relationship between Tiger Tail and Client. While Tiger Tail will provide AI automation and consulting services, Tiger Tail is not authorized to enter into contracts or make legally binding commitments on behalf of Client without explicit written approval. Each party shall be responsible for its own tax obligations. The relationship contemplated is of a nonexclusive nature, as Tiger Tail performs services for several organizations at any given time.

Section 13

13. Termination

Either party may terminate this Agreement upon notice in writing if the other is in material breach of this Agreement and such breach remains uncured within ten (10) days of receiving notice. Following the initial term set forth in the applicable SOW, either party may also terminate this Agreement for any reason with thirty (30) days’ prior written notice to the other party.

In the event of termination due to Client’s uncured material breach, Tiger Tail shall be under no obligation to render any further Services or provide Client with any work product, and Client shall pay all outstanding invoices immediately.

In the event Client terminates for any reason other than Tiger Tail’s uncured material breach prior to the expiration of the initial term, Client shall pay a termination fee equal to twenty percent (20%) of the remaining contract value for the balance of the initial term, not to exceed three (3) months of fees.

Tiger Tail shall be compensated for all Services rendered as of the date of termination, including any approved expenses already incurred. Tiger Tail shall retain ownership of all work product, source code, and deliverables until all outstanding invoices are paid in full. Upon full payment, Tiger Tail will transfer to Client all CLIENT PROPERTY as defined in Section 4.

Upon termination, Tiger Tail will disable or remove access to any managed systems, hosted solutions, or automations within a reasonable timeframe. Client is responsible for exporting or migrating any data from managed systems prior to termination, with Tiger Tail providing reasonable cooperation during the transition period described in Section 9.

Sections 4 (Ownership), 7 (Data Access and Security), 8 (AI and Third-Party Services), 11 (Non-Solicitation), 15 (Indemnity), 16 (Limitation of Liability), and 17 (Confidentiality) shall survive the termination or expiration of this Agreement.

Section 14

14. Force Majeure

Tiger Tail shall not be deemed in breach of this Agreement if unable to complete the Services by reason of fire, earthquake, labor dispute, act of God, death, illness, pandemic, or any local, state, federal law, governmental order or regulation, or any other event beyond Tiger Tail’s control (including material outages or discontinuation of third-party AI services or cloud infrastructure). Upon such event, Tiger Tail shall provide notice to Client and propose revisions to the schedule.

Section 15

15. Indemnity

Each party shall indemnify and hold the other party harmless from any third-party liabilities, losses, claims, suits, damages, costs and expenses incurred arising out of (i) a party’s breach of this Agreement; or (ii) reckless or willful misconduct in connection with this Agreement.

Client shall additionally indemnify Tiger Tail against any claims arising from Client’s use of deliverables in a manner that violates applicable law, including but not limited to claims related to automated decision-making, consumer protection, employment law, or data privacy, where such violation results from Client’s failure to implement reasonable human oversight or comply with applicable regulations.

Section 16

16. Limitation of Liability

The Services and work product of Tiger Tail are provided “as is.” In all circumstances, the maximum liability of Tiger Tail to Client for damages for any causes whatsoever shall be limited to the fees actually paid by Client to Tiger Tail during the three (3) months immediately preceding the event giving rise to the claim. In no event shall Tiger Tail be liable for any lost data, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or Services provided, even if advised of the possibility of such damages.

Without limiting the foregoing, Tiger Tail shall not be liable for any damages arising from the outputs, errors, or behavior of third-party AI services, cloud platforms, or other technology providers, provided Tiger Tail has exercised reasonable care in their selection, configuration, and implementation.

Section 17

17. Confidentiality

Tiger Tail acknowledges that in the course of providing Services, it may acquire Confidential Information from Client. “Confidential Information” includes any business, technical, and financial information of Client, including but not limited to system architectures, data schemas, business logic, proprietary processes, and trade secrets. Tiger Tail shall not disclose such Confidential Information to any third party without prior written consent of Client or use the Confidential Information for any purpose other than to carry out the Services. This obligation will not apply to information which is in the public domain other than through default or negligence of Tiger Tail. Client owes reciprocal confidentiality obligations with respect to Tiger Tail’s non-public methodologies, pricing, tools, and TIGER TAIL PROPERTY.

Section 18

18. Notices

All legal notices under this Agreement shall be in writing and shall be delivered by email (with confirmation of receipt) to the primary contact identified by each party, with a copy sent by certified mail or nationally recognized overnight courier to the party’s principal place of business. Notices to Tiger Tail shall be sent to hello@tigertail.co and to the address listed above. Notices to Client shall be sent to the email and address identified in the applicable SOW.

Section 19

19. Electronic Signatures

This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including signatures affixed via DocuSign, Adobe Sign, or similar services), scanned PDF signatures, and emailed acceptance shall have the same force and effect as original handwritten signatures.

Section 20

20. General Provisions

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party. Both parties agree to comply with all applicable laws and regulations in relation to their activities under this Agreement and not cause the other to breach any applicable laws or regulations. This Agreement shall remain in effect until terminated in accordance with Section 13. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, oral or written. This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict of laws principles, and both parties consent to the exclusive jurisdiction of the state and federal courts located in New Jersey for any disputes arising out of this Agreement.

The parties have executed this Agreement as of the Effective Date set forth in the applicable SOW or invoice.