Master Services Agreement

1. Services & Statements of Work

Kyveon provides web development, mobile application development, and related software services. The specific deliverables, timeline, milestones, and fees for each engagement will be described in a Statement of Work, written proposal, or accepted quotation (each, an "SOW").

Each SOW is incorporated into and governed by this Agreement. If an SOW conflicts with this Agreement, the SOW controls for that engagement only. No terms contained in any Client purchase order or similar document will modify this Agreement.

2. Scope & Revisions Policy

Each SOW defines the scope of work. Unless the SOW states otherwise, each engagement includes two (2) rounds of revisions per deliverable, limited to refinements of work within the agreed scope.

2.1 Out-of-Scope Work

The following are out of scope and will be billed separately at Kyveon's then-current hourly rate, quoted in writing before work begins:

• New features, pages, screens, integrations, or workflows not described in the SOW;
• Revisions beyond the included rounds, or redesigns of previously approved work;
• Changes to project requirements after approval of designs or specifications;
• Content creation, data entry, or migration not listed in the SOW.

2.2 Change Orders

Either party may propose a change order describing additional work, its fees, and its effect on the timeline. Change orders are effective only when accepted in writing (email is sufficient) by both parties.

3. Payment Terms

• Deposit. Engagements begin upon receipt of the deposit stated in the SOW (typically 40% of the fixed fee). Deposits are applied to the total project fee.
• Milestones. Remaining fees are invoiced at the milestones defined in the SOW. Final deliverables, including source code and account transfers, are released upon receipt of final payment.
• Due date. Invoices are due within seven (7) days of issue unless the SOW states otherwise.
• Late payment. Overdue balances accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). Kyveon may suspend work on accounts more than fourteen (14) days past due.
• Expenses. Third-party costs (hosting, licenses, API usage, app store fees) are the Client's responsibility and will not be incurred without prior written approval.
• Taxes. Fees are exclusive of applicable taxes, which are the Client's responsibility (excluding taxes on Kyveon's income).

4. Intellectual Property Ownership

4.1 Client Ownership of Deliverables

Upon Kyveon's receipt of full payment of all fees due under the applicable SOW, the Client owns all right, title, and interest in the final deliverables created specifically for the Client under that SOW, including custom source code, designs, and documentation. Kyveon will execute reasonable documents needed to confirm this assignment.

4.2 Kyveon Pre-Existing Materials

Kyveon retains all ownership of its pre-existing and independently developed materials, including frameworks, libraries, code templates, build tooling, internal development tooling, development methodologies, and generic components not created specifically for the Client ("Kyveon Materials"). To the extent Kyveon Materials are embedded in a deliverable, Kyveon grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use them as part of the deliverable.

4.3 Open Source & Third-Party Components

Deliverables may include open-source or third-party components governed by their own licenses. The Client's use of those components is subject to the applicable license terms, which Kyveon will identify upon request.

4.4 Portfolio Rights

Unless the Client requests otherwise in writing, Kyveon may identify the Client and display non-confidential portions of the work in its portfolio and marketing materials.

5. Third-Party AI Components

Where an SOW expressly calls for it, a deliverable may incorporate or depend upon third-party artificial intelligence services, including without limitation OpenAI and Anthropic (collectively, "AI Providers"). Kyveon does not offer AI or automation services as a standalone offering. Where such components are included, the Client acknowledges and agrees that:

• No control over AI Providers. Kyveon does not control AI Providers and is not responsible for their outages, downtime, latency, deprecations, API changes, pricing changes, rate limits, or termination of service.
• Hallucinations and inaccurate output. Generative AI can produce output that is inaccurate, incomplete, biased, or fabricated ("hallucinations"). Kyveon is not liable for any loss or damage arising from AI-generated output, and the Client is solely responsible for human review of AI output before it is relied upon or communicated to third parties.
• Provider terms. The Client's use of AI features is subject to the applicable AI Provider's terms of service and usage policies, and the Client is responsible for maintaining its own accounts and API keys unless the SOW states otherwise.
• Regulated use. The Client will not use AI deliverables to provide legal, medical, or financial advice to third parties without appropriate professional review and disclosures.

KYVEON DISCLAIMS ALL LIABILITY ARISING FROM THIRD-PARTY AI SERVICES, INCLUDING SERVICE INTERRUPTIONS AND THE ACCURACY OF AI-GENERATED CONTENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6. Confidentiality

Each party (the "Receiving Party") agrees to hold in confidence all non-public business, technical, and financial information disclosed by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential ("Confidential Information").

The Receiving Party will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to any third party except to employees and contractors bound by confidentiality obligations at least as protective as this Section.

Confidential Information does not include information that: is or becomes publicly available through no fault of the Receiving Party; was known to the Receiving Party before disclosure; is independently developed without use of the Confidential Information; or is rightfully received from a third party without restriction. Disclosure required by law is permitted with prompt notice to the Disclosing Party where legally allowed.

These obligations survive for three (3) years after termination of this Agreement; obligations regarding trade secrets survive for as long as the information remains a trade secret.

7. Warranties & Disclaimers

Kyveon warrants that: (a) services will be performed in a professional and workmanlike manner consistent with industry standards; and (b) for thirty (30) days following delivery, deliverables will materially conform to the specifications in the SOW. Kyveon's sole obligation for breach of this warranty is to correct the non-conforming deliverable at no charge.

This warranty does not cover defects caused by: modifications made by anyone other than Kyveon; third-party services, hosting, or software; Client-provided content or data; or use of deliverables other than as intended.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND KYVEON DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) KYVEON'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT TO KYVEON UNDER THE APPLICABLE SOW IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section do not apply to: a party's breach of Section 6 (Confidentiality); the Client's payment obligations; or either party's gross negligence or willful misconduct.

9. Term & Termination

• Term. This Agreement takes effect on the date of the first SOW and continues until terminated as provided below.
• Termination for convenience. Either party may terminate this Agreement or any SOW on fourteen (14) days' written notice. The Client will pay for all work performed and non-cancellable expenses incurred through the effective date of termination.
• Termination for cause. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within ten (10) days of written notice.
• Effect of termination. Upon full payment for work performed, Kyveon will deliver all completed and in-progress deliverables. Deposits are non-refundable except to the extent they exceed the value of work performed.
• Survival. Sections 4 (IP), 5 (AI Waiver), 6 (Confidentiality), 7 (Warranties), 8 (Liability), 11 (Disputes), and 12 (General) survive termination.

10. Independent Contractor

Kyveon is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other or make commitments on the other's behalf.

11. Dispute Resolution; Governing Law

11.1 Informal Resolution

Before filing any formal proceeding, the parties will attempt in good faith to resolve any dispute through direct negotiation for at least thirty (30) days after written notice of the dispute.

11.2 Binding Arbitration

Any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, seated in Cheyenne, Wyoming, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court for breaches of Sections 4 or 6.

11.3 Class Action Waiver

All disputes will be resolved on an individual basis. Neither party may participate in a class, consolidated, or representative action against the other.

11.4 Governing Law

This Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws principles.

12. General Provisions

• Entire agreement. This Agreement, together with each SOW, is the entire agreement between the parties regarding its subject matter and supersedes all prior discussions.
• Amendments. Any amendment must be in writing and signed (or expressly accepted by email) by both parties.
• Assignment. Neither party may assign this Agreement without the other's written consent, except in connection with a merger or sale of substantially all assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, internet or utility failures, and third-party service outages.
• Severability. If any provision is held unenforceable, the remainder of this Agreement remains in effect.
• Notices. Notices must be in writing and sent by email to kyveon.us@gmail.com (for Kyveon) or to the Client's email on file, and are effective upon confirmed receipt.
• Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

Questions about this Agreement? Contact us at kyveon.us@gmail.com.