Master Services Agreement

This Master Services Agreement (the “Agreement”) is entered into by and between Valyss Wave LLC, a New Mexico limited liability company with offices at 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110, USA (“Provider”), and the client identified in the signature block below (“Client”). Effective on the date of last signature below (“Effective Date”).

1. Scope

Provider will perform professional services for Client as described in one or more statements of work, order forms, or package descriptions (each an “SOW”). Each SOW is incorporated by reference and will set forth the deliverables, timeline, fees, and any additional terms.

2. Fees & Payment

• Client will pay the fees set forth in the applicable SOW. Unless stated otherwise, invoices are due within ten (10) days of receipt.
• Late amounts may accrue interest at 1.5% per month (or the maximum legal rate) and Provider may suspend services for overdue accounts after notice.
• Taxes, payment processor fees, and third‑party costs are Client’s responsibility unless the SOW states otherwise.

3. Change Management

Changes to scope will be documented via written change order or SOW amendment, including any fee or schedule adjustments.

4. Confidentiality

Each party agrees to protect the other’s confidential information and use it solely to fulfill this Agreement. Obligations survive five (5) years after disclosure, except for trade secrets which remain protected while secret.

5. Data Protection

Provider processes personal data as Client’s processor/service provider and will implement reasonable technical and organizational safeguards. If required, the parties will execute a data processing addendum.

6. Intellectual Property

• Upon full payment, Provider assigns to Client all right, title, and interest in deliverables created specifically for Client (“Work Product”), excluding Provider’s pre‑existing materials and general know‑how.
• Provider retains a non‑exclusive right to use general skills, ideas, and tools developed while providing the services.

7. Warranties; Disclaimers

Provider warrants that services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH, THE SERVICES AND WORK PRODUCT ARE PROVIDED “AS IS,” WITHOUT OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

8. Limitation of Liability

EXCEPT FOR CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS BEFORE THE EVENT. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. Indemnification

Each party will defend and indemnify the other against third‑party claims to the extent arising from its breach of this Agreement, gross negligence, or willful misconduct.

10. Term & Termination

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate for material breach if the breach is not cured within ten (10) days after written notice. Either party may terminate a month‑to‑month SOW on thirty (30) days’ notice. Upon termination, Client will pay all fees for work performed and committed third‑party costs.

11. Non‑Solicitation

During the term and for six (6) months thereafter, neither party will solicit employment of the other’s personnel directly involved in the services, without prior written consent. This does not restrict general job postings.

12. Independent Contractor

Provider is an independent contractor. Nothing herein creates a partnership, franchise, or employment relationship.

13. Governing Law; Venue

This Agreement is governed by the laws of the State of New Mexico, excluding conflict‑of‑laws rules. Exclusive venue lies in state or federal courts in Bernalillo County, New Mexico, and each party consents to personal jurisdiction.

14. Notices

Notices must be in writing and delivered by email with confirmation, courier, or certified mail to the addresses in the SOW or below. Provider email for notices: [email protected].

15. Entire Agreement; Order of Precedence

This Agreement (together with SOWs) constitutes the complete agreement and supersedes prior proposals or communications on the subject. If there is a conflict, the SOW controls.

Signatures