Labs Service Agreement

This Labs Service Agreement ("Agreement") governs the provision of custom prototype development and innovation solutions by FEND AI, Inc. ("Fend," "we," "us," or "our") to you ("Client," "you," or "your") through our Fend Labs service offering.

1. Agreement Structure

1.1 Relationship to Master Terms

This Agreement supplements our Master Terms of Service. In case of conflict, this Agreement prevails for Labs services.

1.2 Enterprise Master Service Agreements

Where Client has executed a Master Service Agreement (MSA) with Fend, this Agreement works in conjunction with such MSA. This Agreement addresses Labs-specific terms while the MSA governs general commercial terms.

1.3 Statement of Work Requirements

All Labs projects require execution of a Statement of Work (SOW) that details project scope, deliverables, timeline, and fees.

2. Service Description

2.1 Labs Services

Fend Labs provides custom prototype development, innovation solutions, and technology consulting services directly through Fend's internal team.

2.2 Project Categories

• Custom software prototypes and applications
• Technology feasibility studies and proof-of-concepts
• Innovation consulting and strategic technology guidance
• Integration solutions and system architecture
• Other technology development services as agreed in SOW

3. Statement of Work Process

3.1 SOW Requirements

Each project requires a signed SOW containing:

• Detailed project scope and specifications
• Deliverables and acceptance criteria
• Project timeline and milestones
• Fee structure and payment schedule
• Specific terms applicable to that project

3.2 SOW Precedence

Where SOW terms conflict with this Agreement, the SOW terms shall prevail for that specific project.

3.3 Changes to Scope

Changes to project scope require written approval through SOW amendment or new SOW execution.

4. Intellectual Property Rights

4.1 Client Ownership

Unless otherwise specified in the SOW, all intellectual property created specifically for Client under a Labs project, including custom code, designs, and documentation ("Work Product"), shall be owned by Client.

4.2 Fend Retained Rights

Fend retains ownership of:

• Pre-existing intellectual property and methodologies
• General knowledge, skills, and experience gained
• Tools and frameworks developed independently

4.3 License Grant Options

For projects where Fend develops reusable technology solutions, Client may choose:

• Exclusive License: Full exclusive rights to the solution
• Non-Exclusive License: Rights to use alongside Fend's right to license to others
• Perpetual Purchase: Complete ownership transfer of all related IP

4.4 Third-Party Components

Any third-party software, libraries, or components used in projects remain subject to their original licensing terms.

5. Payment Terms

5.1 SOW-Based Billing

All Labs services are billed according to the specific payment terms outlined in the applicable SOW.

5.2 Common Payment Structures

• Fixed project fee with milestone-based payments
• Time and materials billing with monthly invoicing
• Hybrid models combining fixed and variable components

5.3 Payment Schedule

Unless otherwise specified in SOW:

• Invoices are due within 30 days of receipt
• Late payments may incur interest charges as permitted by law
• Fend may suspend services for overdue accounts

6. Support and Maintenance

6.1 Included Support

Each Labs project includes one (1) month of integration support following project delivery, covering:

• Bug fixes and minor adjustments
• Implementation guidance and documentation
• Technical support for deployment issues

6.2 Extended Support

Post-delivery support beyond the included period is available:

• Billed separately as agreed in SOW or separate agreement
• Typically structured as monthly retainer or hourly rates
• Scope and terms defined based on project requirements

6.3 Maintenance Services

Ongoing maintenance, updates, and enhancements require separate agreements or SOW amendments with defined scope and pricing.

7. Project Delivery and Acceptance

7.1 Delivery Standards

All deliverables will be provided according to specifications in the applicable SOW and industry best practices.

7.2 Acceptance Process

• Client has fourteen (14) days to review deliverables
• Acceptance deemed granted if no objections raised within review period
• Rejection must specify deficiencies for correction

7.3 Correction of Deficiencies

Fend will correct any deliverables that fail to meet SOW specifications at no additional cost.

8. Confidentiality

8.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during project execution.

8.2 Client Data Protection

Fend will implement appropriate safeguards for Client data and information as detailed in our Privacy Policy and Data Processing Agreement where applicable.

8.3 Survival

Confidentiality obligations survive termination of this Agreement and any SOW.

9. Warranties and Disclaimers

9.1 Performance Warranty

Fend warrants that services will be performed in a professional manner consistent with industry standards.

9.2 Deliverables Warranty

Deliverables will materially conform to SOW specifications for ninety (90) days following delivery.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, FEND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability

10.1 Liability Cap

Fend's total liability for any Labs project shall not exceed the fees paid by Client for that specific project.

10.2 Consequential Damages

IN NO EVENT SHALL FEND BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM LABS SERVICES.

11. Term and Termination

11.1 Project Term

Each SOW defines the term for that specific project.

11.2 Termination Rights

Either party may terminate a project SOW upon material breach that remains uncured after thirty (30) days written notice.

11.3 Termination for Convenience

Client may terminate any project for convenience with thirty (30) days written notice and payment for work completed through termination date.

12. General Provisions

12.1 Governing Law

This Agreement is governed by Delaware law, consistent with our Master Terms of Service.

12.2 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

12.3 Force Majeure

Neither party shall be liable for delays caused by circumstances beyond their reasonable control.

12.4 Amendments

This Agreement may be amended only through written agreement signed by both parties, except for SOW-specific terms which may be addressed in individual SOWs.

13. Contact Information

Last updated: September 14, 2025