Master Services Terms

1. Statements of Work

Terra Rossa will provide services only pursuant to one or more written Statements of Work signed by Terra Rossa and Client.

Each Statement of Work will describe the applicable services, deliverables, fees, payment schedule, term, assumptions, responsibilities, and any other commercial terms agreed by the parties.

No services are required to be provided by Terra Rossa unless a Statement of Work has been executed.

If there is a conflict between these Terms and a Statement of Work, the Statement of Work will control solely with respect to the conflicting provision.

2. Definitions

Client Materials means information, content, data, documents, software, access credentials, marketing materials, financial information, investor materials, business information, or other materials provided by or on behalf of Client to Terra Rossa.

Deliverables means materials, work product, content, software, documents, reports, frameworks, investor materials, outreach assets, CRM structures, workflows, or other deliverables specifically identified in a Statement of Work.

Fees means the fees, retainers, success fees, setup fees, monthly fees, technology fees, software reimbursements, expenses, or other amounts payable by Client under a Statement of Work.

Terra Rossa Materials means any and all software, systems, tools, processes, templates, frameworks, know-how, methods, strategies, designs, documentation, workflows, architecture, algorithms, data structures, playbooks, source materials, internal materials, and intellectual property developed, owned, licensed, used, or controlled by Terra Rossa, whether before, during, or after the engagement.

Services means the services described in a Statement of Work.

Transaction means any financing, capital raise, investment, acquisition, sale, merger, strategic transaction, commercial transaction, partnership, investor process, or similar transaction supported by Terra Rossa under a Statement of Work.

3. Services

Terra Rossa will perform the Services described in each Statement of Work in a professional and workmanlike manner consistent with similar service providers in the industry.

Terra Rossa does not guarantee any specific commercial outcome, including any capital raise, investor commitment, transaction closing, revenue result, meeting volume, partnership, customer acquisition, valuation, or other business result unless expressly stated in a Statement of Work.

Client acknowledges that outcomes depend on factors outside Terra Rossa’s control, including Client responsiveness, market conditions, investor appetite, data-room quality, business fundamentals, pricing, diligence results, legal documentation, and third-party decision-making.

4. Client Responsibilities

Client agrees to cooperate with Terra Rossa and provide all information, materials, approvals, access, documents, introductions, and resources reasonably necessary for Terra Rossa to perform the Services.

Client represents and warrants that:

• all information provided to Terra Rossa is true, complete, accurate, and not misleading;
• Client will promptly update Terra Rossa if any information previously provided becomes inaccurate, incomplete, or misleading;
• Client has the authority to enter into the applicable Statement of Work;
• Client will review and approve all investor-facing, customer-facing, marketing, disclosure, or transaction-related materials before use;
• Client is solely responsible for the accuracy, completeness, and legality of its own disclosures, financial information, projections, claims, materials, and offering documents;
• Client is responsible for obtaining legal, tax, accounting, regulatory, investment, securities, and other professional advice as needed.

Terra Rossa may rely on all information, documents, approvals, and materials provided by Client or Client’s advisors without independently verifying them.

5. Fees, Invoices, and Payment

Client shall pay Terra Rossa all Fees set forth in each Statement of Work.

Unless otherwise stated in a Statement of Work, invoices are due upon receipt.

Client shall pay all amounts by wire transfer, ACH, or other payment method specified by Terra Rossa.

Fees are exclusive of taxes, duties, levies, and similar governmental charges. Client is responsible for all applicable taxes, excluding taxes based solely on Terra Rossa’s net income.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

If Client fails to pay amounts when due, Terra Rossa may suspend or terminate Services without limiting any other rights or remedies. Suspension of Services does not relieve Client of its payment obligations.

Client shall reimburse Terra Rossa for reasonable, documented, pre-approved travel expenses and third-party software, technology, subscription, data, platform, or license costs incurred in connection with the Services, unless otherwise stated in the applicable Statement of Work.

6. Term and Termination

These Terms apply for the duration of any active Statement of Work and continue for as long as necessary to enforce any surviving rights or obligations.

Each Statement of Work will remain in effect for the term stated in that Statement of Work.

Unless otherwise stated in a Statement of Work, Client may not terminate a Statement of Work for convenience before the end of the committed term.

Either party may terminate a Statement of Work for material breach if the breaching party fails to cure the breach within thirty days after receiving written notice.

Upon termination or expiration:

• all unpaid Fees, expenses, taxes, and approved costs become immediately due;
• Terra Rossa may cease performing Services;
• each party shall return or destroy the other party’s confidential materials upon request, subject to ordinary archival, compliance, and backup retention;
• any licenses granted to Client remain subject to Client’s full payment of all amounts owed.

7. Changes to Scope

Any changes to Services, Deliverables, timeline, assumptions, or scope must be agreed in writing.

If Client requests additional work, accelerated timelines, material revisions, new deliverables, new campaigns, new investor/customer segments, additional reporting, additional meetings, or work outside the agreed scope, Terra Rossa may require a written change order and additional Fees.

Client delays, late approvals, incomplete information, or failure to provide access may extend timelines without reducing Fees.

8. Ownership and Intellectual Property

Client retains ownership of Client Materials and Client’s confidential information.

Terra Rossa retains ownership of all Terra Rossa Materials, including all methods, systems, templates, tools, processes, playbooks, workflows, know-how, and intellectual property used to perform the Services.

Unless otherwise expressly stated in a Statement of Work, Terra Rossa owns the Deliverables and grants Client a non-exclusive, non-transferable, perpetual license to use the final Deliverables solely for Client’s internal business purposes and the purpose contemplated by the applicable Statement of Work, subject to Client’s full payment of all Fees.

Client may not:

• reverse engineer, decompile, disassemble, modify, or create derivative works from Terra Rossa Materials;
• resell, sublicense, distribute, transfer, or make Terra Rossa Materials available to third parties;
• remove proprietary notices;
• use Terra Rossa Materials separately from the Deliverables;
• use Deliverables or Terra Rossa Materials outside the purpose of the applicable Statement of Work.

Client grants Terra Rossa a non-exclusive, worldwide, royalty-free license to use Client Materials as reasonably necessary to perform the Services.

Upon consummation of a Transaction, Terra Rossa may publish a tombstone or similar announcement describing its role, subject to Client’s prior written approval of the content, not to be unreasonably withheld.

9. Confidentiality

Each party may receive confidential or proprietary information from the other party.

The receiving party shall not use or disclose the disclosing party’s confidential information except as necessary to perform or receive Services, enforce rights, comply with law, or as otherwise authorized in writing.

Confidential information includes non-public business, financial, technical, operational, strategic, investor, customer, marketing, legal, transaction, and pricing information.

Confidentiality obligations do not apply to information that:

• becomes public without breach;
• was already lawfully known without confidentiality obligations;
• is independently developed without use of confidential information;
• is required to be disclosed by law, court order, or regulatory authority.

10. Non-Solicitation

During the term of any Statement of Work and for twenty-four months thereafter, Client shall not directly or indirectly solicit, hire, engage, or attempt to hire or engage any employee, contractor, consultant, vendor, supplier, business associate, strategic partner, or representative of Terra Rossa or its affiliates who became known to Client through the engagement, except with Terra Rossa’s prior written consent.

11. Non-Circumvention

Client acknowledges that Terra Rossa may introduce Client to investors, lenders, buyers, sellers, customers, partners, strategic relationships, service providers, advisors, family offices, funds, companies, executives, or other opportunities.

During the term of the applicable Statement of Work and for twenty-four months thereafter, Client shall not directly or indirectly circumvent Terra Rossa by contacting, pursuing, entering into, transacting with, accepting compensation from, or creating a business relationship with any such introduced opportunity outside of Terra Rossa’s involvement, unless Terra Rossa provides prior written consent.

All introduced opportunities, contact information, relationship context, and related information shall be treated as Terra Rossa confidential information.

12. Compliance with Laws

Each party shall comply with applicable laws in connection with its obligations.

Terra Rossa does not provide legal, tax, accounting, regulatory, securities, broker-dealer, investment, valuation, or financial advice.

Client is solely responsible for ensuring that any offering, financing, securities sale, investor communication, disclosure document, marketing material, or Transaction complies with applicable law.

Terra Rossa shall not:

• bind any party to a Transaction;
• hold, control, or handle investor funds or securities;
• provide financing directly;
• make investment recommendations as a registered investment adviser unless separately authorized;
• act as a broker-dealer unless through an appropriately registered or exempt structure.

If Terra Rossa determines that regulatory, broker-dealer, placement agent, legal, or other third-party involvement is required or advisable, Client agrees to reasonably cooperate with such structure.

13. Anti-Bribery and Sanctions

Each party agrees not to engage in bribery, corruption, sanctions violations, unlawful payments, or improper inducements in connection with the Services.

This restriction applies to direct and indirect payments, gifts, benefits, entertainment, hosted travel, agents, consultants, intermediaries, and joint venture partners.

14. Warranty Disclaimer

Except as expressly stated in these Terms or a Statement of Work, Terra Rossa disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, performance, or results.

15. Limitation of Liability

Terra Rossa’s aggregate liability arising out of or relating to these Terms or any Statement of Work shall not exceed the Fees actually paid by Client to Terra Rossa under the specific Statement of Work giving rise to the claim.

Terra Rossa shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, or lost-profit damages, including loss of revenue, business opportunity, goodwill, financing, investment, valuation, customers, data, or anticipated savings, even if advised of the possibility of such damages.

16. Indemnification

Client shall defend, indemnify, and hold harmless Terra Rossa and its affiliates, officers, directors, partners, employees, contractors, representatives, and agents from and against all third-party claims, losses, damages, liabilities, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Client Materials;
• Client’s business, products, services, offering, securities, disclosures, financials, projections, or Transaction;
• Client’s breach of these Terms or a Statement of Work;
• Client’s violation of law;
• claims by investors, customers, lenders, partners, buyers, sellers, regulators, or other third parties relating to Client or a Transaction;
• information or materials provided by Client that are inaccurate, incomplete, or misleading.

Client may not settle any claim in a manner that imposes liability, admission, obligation, or restriction on Terra Rossa without Terra Rossa’s prior written consent.

17. Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, power failures, internet outages, government action, or failures of third-party platforms.

Force majeure does not excuse payment obligations.

18. Independent Contractor

Terra Rossa is an independent contractor.

Nothing in these Terms or any Statement of Work creates a partnership, joint venture, fiduciary relationship, employment relationship, agency relationship, or authority for either party to bind the other.

19. Assignment and Subcontracting

Client may not assign a Statement of Work or these Terms without Terra Rossa’s prior written consent.

Terra Rossa may assign these Terms or any Statement of Work in connection with a merger, acquisition, reorganization, sale of assets, or transfer of business.

Terra Rossa may use affiliates, contractors, subcontractors, vendors, software providers, strategic partners, and other third parties to perform the Services.

20. Notices

Notices must be in writing and delivered by email, courier, certified mail, or another method stated in the applicable Statement of Work.

Notices to Terra Rossa shall be sent to:

Client notices shall be sent to the contact information stated in the applicable Statement of Work.

21. Governing Law

These Terms and any Statement of Work shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles.

22. Dispute Resolution; Arbitration

Before initiating arbitration, the parties shall provide written notice of the dispute and allow thirty days to cure or resolve the matter.

If the dispute is not resolved, the parties shall attempt mediation under the rules of the American Arbitration Association, unless otherwise agreed.

Any unresolved dispute arising out of or relating to these Terms or any Statement of Work shall be finally resolved by binding arbitration in Austin, Texas, under the commercial arbitration rules of the American Arbitration Association.

Either party may seek injunctive or equitable relief in a court of competent jurisdiction in Travis County, Texas, to protect confidential information, intellectual property, non-solicitation, non-circumvention, or other rights for which monetary damages would be inadequate.

Each party waives the right to trial by jury for claims covered by this section.

23. Attorneys’ Fees and Costs

The prevailing party in any dispute, arbitration, litigation, collection action, or enforcement proceeding shall be entitled to recover reasonable attorneys’ fees, costs, expenses, and collection costs.

24. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

25. No Waiver

Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

26. Updates to These Terms

Terra Rossa may update these Terms from time to time.

For any signed Statement of Work, the applicable version of these Terms shall be the version in effect as of the effective date of that Statement of Work, unless the parties expressly agree otherwise in writing.

27. Entire Agreement

These Terms, together with the applicable Statement of Work, constitute the entire agreement between Terra Rossa and Client regarding the Services and supersede all prior proposals, discussions, negotiations, representations, and understandings relating to the subject matter.