ROUND 2 AI, LLC
MASTER SERVICES AGREEMENT
Last updated: April 1, 2026
HOW THESE TERMS APPLY
This Master Services Agreement ("MSA" or "Agreement") is a published, publicly available policy document. No signature by Client is required on this document. A Client accepts and agrees to be bound by all terms of this MSA by: (a) executing any Statement of Work ("SOW") issued by Round 2 Ai, LLC that references this MSA or round2.ai/legal; (b) making any payment to Round 2 Ai, LLC for Implementation Services; or (c) directing or permitting Company to begin performing any Implementation Services on Client's behalf. Any of the foregoing acts constitutes full acceptance of this Agreement without the need for a separate signature on this document.
SOW-Specific Overrides: The terms of this MSA apply to every engagement. Where an executed SOW explicitly states that a specific MSA term is modified, supplemented, or superseded for that engagement, the SOW term controls solely with respect to that specific provision. All other MSA terms remain in full force.
This Master Services Agreement governs all professional services provided by Round 2 Ai, LLC, a Florida limited liability company ("Company," "we," "us," or "our"), to any client ("Client," "you," or "your") in connection with the implementation of an ERP platform and any related services. Round 2 Ai, LLC maintains this Agreement at round2.ai/legal and may update it from time to time in accordance with Section 12.10.
1. DEFINITIONS
As used in this Agreement, the following terms have the meanings set forth below:
• "ERP Platform" means the third-party enterprise resource planning (ERP) software solution and related infrastructure owned, operated, and controlled exclusively by ERP and its affiliates.
• "Implementation Services" means the professional configuration, deployment, training, data migration, project management, and related services provided by Company as described in an applicable SOW.
• "Statement of Work" or "SOW" means a written document executed by both parties that incorporates this MSA by reference and describes the specific services, deliverables, timelines, fees, and any SOW-Specific Overrides applicable to a particular engagement.
• "SOW-Specific Override" means a provision in an executed SOW that explicitly identifies an MSA term and states that such term is modified, supplemented, or superseded for that engagement. An Override is valid only if it uses the language set forth in Section 2.2 of this Agreement.
• "Deliverables" means all work product, configurations, documentation, and other materials created specifically for Client under a SOW.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.
• "Third-Party Platform" means the ERP platform and any other third-party software, services, or infrastructure not owned or operated by Company.
2. SCOPE OF SERVICES AND SOW RELATIONSHIP
2.1 Services Generally. Company shall provide Implementation Services described in each SOW. Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards for ERP implementation services.
2.2 Incorporation of MSA into SOWs. Each SOW issued by Company incorporates this MSA in its entirety by reference to round2.ai/legal. The current version of this MSA published at that URL at the time of SOW execution governs the engagement. A SOW may modify a specific MSA term only by including explicit SOW-Specific Override language in the following form: "OVERRIDE OF MSA SECTION [X]: Notwithstanding Section [X] of the MSA, the following applies to this engagement only: [override text]." No general language in an SOW (such as 'the parties agree otherwise' or 'subject to the terms herein') constitutes a valid Override.
2.3 Order of Precedence. In the event of a conflict between this MSA and a SOW, the following order of precedence applies: (1) a valid, explicitly stated SOW-Specific Override as defined in Section 1 controls over the conflicting MSA term solely with respect to that engagement; (2) this MSA controls over all other SOW language. No term in any Client purchase order, vendor form, or other document issued by Client shall modify or supersede this MSA unless expressly agreed to by Company in a signed writing.
2.4 Change Orders. Any changes to the scope, timeline, or fees described in an SOW must be agreed upon in a written Change Order signed by both parties. Work outside the SOW scope is not within Company's obligations until a Change Order is executed.
2.5 Subcontractors. Company may engage subcontractors to perform portions of the Implementation Services. Company remains responsible for subcontractor performance and shall bind subcontractors to confidentiality obligations at least as protective as those in Section 6.
3. THIRD-PARTY PLATFORM DISCLAIMER
3.1 ERP Platform Not Controlled by Company. Client acknowledges that the ERP platform is a third-party software solution owned, operated, controlled, and maintained exclusively by ERP Platform and its affiliates. Company is an authorized implementation partner and has no ownership, operational control, or authority over the ERP platform, its infrastructure, source code, features, roadmap, uptime, data security practices, pricing, or terms of service.
3.2 No Warranty as to Third-Party Platform. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ERP PLATFORM, INCLUDING WITHOUT LIMITATION ANY WARRANTIES REGARDING ITS AVAILABILITY, PERFORMANCE, SECURITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH APPLICABLE LAW. ALL RIGHTS AND OBLIGATIONS WITH RESPECT TO THE ERP PLATFORM ARE GOVERNED SOLELY BY THE AGREEMENT BETWEEN CLIENT AND ERP .
3.3 Platform Changes. Company has no liability for changes, modifications, discontinuations, outages, price increases, or defects in the ERP platform. If ERP makes changes that materially affect the Implementation Services, the parties shall negotiate in good faith to adjust scope, timeline, or fees via a Change Order.
3.4 Separate Licensing. Client is solely responsible for obtaining and maintaining all licenses, subscriptions, or rights to access and use the ERP platform. Company is not a party to, and has no liability under, any agreement between Client and ERP .
4. CLIENT RESPONSIBILITIES
4.1 Cooperation. Client shall provide Company with timely access to Client personnel, systems, data, and facilities reasonably required to perform the Implementation Services. The success of the implementation depends in significant part on Client's active cooperation and engagement.
4.2 Client Data. Client is solely responsible for the accuracy, completeness, and legality of all data provided to Company. Company has no liability for errors in Implementation Services arising from inaccurate or incomplete Client data.
4.3 Client Systems. Client shall ensure its IT environment, network, hardware, and software meet ERP 's technical requirements. Company has no obligation to configure or support non-compliant environments.
4.4 Key Personnel. Client shall designate a project manager with authority to provide instructions, approvals, and decisions on Client's behalf. Delays in Client approvals may result in schedule extensions or additional fees addressed via Change Order.
5. FEES AND PAYMENT
5.1 Fees. Client shall pay the fees set forth in each applicable SOW. All fees are in U.S. dollars and are non-refundable unless otherwise stated in the SOW.
5.2 Invoicing and Payment. Company shall invoice Client per the schedule in the applicable SOW. Payment is due upon receipt of invoice date unless the SOW specifies otherwise.
5.3 Late Payments. Undisputed amounts unpaid after the due date accrue interest at 1.5% per month (or the maximum lawful rate, whichever is lower). Company may suspend performance following written notice and a ten (10) day cure period for non-payment.
5.4 Taxes. Fees exclude applicable sales, use, excise, or similar taxes. Client is responsible for all such taxes, excluding taxes on Company's net income.
5.5 Expenses. Unless stated otherwise in the SOW, Client shall reimburse Company for pre-approved, reasonable travel and out-of-pocket expenses incurred in connection with the Implementation Services, invoiced with supporting documentation.
6. CONFIDENTIALITY
6.1 Obligations. Each party shall: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use Confidential Information solely for performing obligations or exercising rights under this Agreement.
6.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or legal process, provided the Receiving Party gives prompt written notice to the Disclosing Party to the extent permitted by law.
6.3 Duration. Confidentiality obligations survive termination or expiration of this Agreement for five (5) years, except as to trade secrets, for which obligations survive indefinitely.
7. INTELLECTUAL PROPERTY
7.1 Company IP. Company retains all right, title, and interest in its pre-existing intellectual property, methodologies, tools, templates, know-how, and general-purpose materials developed independently of a specific SOW ("Company IP"). Nothing in this Agreement transfers ownership of Company IP to Client.
7.2 Deliverables License. Subject to full payment of all applicable fees, Company grants Client a non-exclusive, perpetual, royalty-free license to use Deliverables created specifically for Client under a SOW, solely for Client's internal business operations in connection with the ERP platform. Client may not sell, sublicense, or transfer Deliverables to any third party without Company's prior written consent.
7.3 Client Data. Client retains all right, title, and interest in Client's data. Company shall not use Client data for any purpose other than performing the Implementation Services.
7.4 Feedback. Client grants Company a non-exclusive, irrevocable, royalty-free license to use any feedback, suggestions, or recommendations provided by Client regarding Company's services.
8. WARRANTIES AND DISCLAIMER
8.1 Company Warranty. Company warrants that: (a) it has the right and authority to enter into this Agreement; (b) Implementation Services will be performed in a professional and workmanlike manner by qualified personnel; and (c) Deliverables will substantially conform to the specifications in the applicable SOW for thirty (30) days following delivery ("Warranty Period").
8.2 Warranty Remedy. If a Deliverable fails to conform to Section 8.1(c) during the Warranty Period, Company shall, at its election, re-perform the affected services or correct the Deliverable at no charge. THIS IS CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY IN SECTION 8.1(c).
8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT IMPLEMENTATION SERVICES WILL BE ERROR-FREE OR THAT RESULTS WILL MEET CLIENT'S SPECIFIC REQUIREMENTS.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Cap. COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
9.3 Exceptions. The limitations in Sections 9.1 and 9.2 do not apply to: (a) Client's payment obligations; (b) either party's indemnification obligations; or (c) damages arising from gross negligence, willful misconduct, or fraud.
10. INDEMNIFICATION
10.1 Company Indemnification. Company shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from third-party claims arising from: (a) Company's material breach of this Agreement; (b) gross negligence or willful misconduct of Company personnel; or (c) a claim that Deliverables infringe any third-party intellectual property right, except where the claim arises from Client's modification of Deliverables or use in combination with materials not provided by Company.
10.2 Client Indemnification. Client shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from third-party claims arising from: (a) Client's material breach of this Agreement; (b) Client's use of the ERP platform or any Third-Party Platform; (c) Client data, including any claim that such data violates applicable law or third-party rights; or (d) gross negligence or willful misconduct of Client.
10.3 Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party shall not settle any claim that imposes obligations on the indemnified party without the indemnified party's prior written consent.
11. TERM AND TERMINATION
11.1 Term. This Agreement takes effect when a Client first accepts it as described in the How These Terms Apply notice above and continues until all SOWs have terminated or expired, unless earlier terminated pursuant to this Section.
11.2 Termination for Convenience. Either party may terminate any SOW for convenience upon thirty (30) days' prior written notice. Termination of a SOW does not terminate this Agreement as to other active SOWs.
11.3 Termination for Cause. Either party may terminate this Agreement or any SOW immediately upon written notice if the other party: (a) materially breaches this Agreement or the SOW and fails to cure within fifteen (15) days after written notice specifying the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed.
11.4 Effect of Termination. Upon termination: (a) each party shall promptly return or destroy the other party's Confidential Information upon request; (b) Client shall pay Company for all services performed through the termination date; and (c) Company shall deliver completed Deliverables and work-in-progress to Client, subject to receipt of payment for work performed.
11.5 Survival. Sections 1, 3, 5 (as to amounts owed), 6, 7, 8.3, 9, 10, 11.4, 11.5, and 12 survive
termination or expiration of this Agreement.
12. GENERAL PROVISIONS
12.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. The parties consent to exclusive jurisdiction of state and federal courts in Martin County, Florida for resolution of any dispute arising under or related to this Agreement.
12.2 Dispute Resolution. Before initiating litigation, the parties shall attempt to resolve disputes through good-faith negotiation for thirty (30) days following written notice of the dispute. If unresolved, the parties may pursue applicable legal remedies.
12.3 Entire Agreement. This Agreement, together with all SOWs, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment to this Agreement shall be binding unless made in writing and posted to round2.ai/legal or, with respect to SOW-level changes, executed in accordance with Section 2.2.
12.4 Waiver. No waiver of any provision is effective unless in writing. No waiver constitutes a continuing waiver or a waiver of any other provision.
12.5 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and remaining provisions continue in full force.
12.6 Assignment. Client may not assign this Agreement or any SOW without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
12.7 Force Majeure. Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or Third-Party Platform outages. The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance.
12.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party has authority to bind the other in any legal or contractual matter.
12.9 Notices. All notices shall be in writing and sent by: (a) email with confirmation of receipt; (b) overnight courier; or (c) certified mail, return receipt requested. Notices to Company: Round 2 Ai, LLC, 819 SW Federal Hwy #206, Stuart, Florida 34996, USA | info@round2.ai. Notices to Client: as specified in the applicable SOW.
12.10 Updates to This Agreement. Company may update or modify this Agreement by posting a revised version at round2.ai/legal with an updated effective date. Changes take effect upon posting for new SOWs and for existing SOWs thirty (30) days after posting, unless Company provides earlier written notice. Client's continued engagement with Company following the effective date constitutes acceptance of the updated terms.
12.11 Electronic Signatures and Counterparts. Each SOW may be executed in counterparts, each of which constitutes an original. Electronic signatures are valid and binding to the same extent as original signatures.
12.12 No Client Signature Required on MSA. This document is a published policy. Client's acceptance is established by the acts described in the How These Terms Apply notice at the top of this Agreement. Company's obligations under any SOW are conditioned on Client's acceptance of this MSA.
13. NON-SOLICITATION AND RECRUITMENT FEE
13.1 Prohibition on Solicitation and Hiring. During the term of any active SOW and for a period of eighteen (18) months following the expiration or termination of the last SOW between the parties (the "Restricted Period"), Client shall not, directly or indirectly: (a) solicit, recruit, induce, or encourage any Company Personnel to leave Company's employment or engagement; (b) hire, retain, or contract with any Company Personnel in any capacity — including as an employee, independent contractor, consultant, advisor, or through any intermediary — without the prior written consent of Round 2 Ai, LLC. "Company Personnel" means any individual who performed Implementation Services for Client under any SOW, or with whom Client had material contact in connection with Company's services, at any time during the twenty-four (24) months preceding the solicitation or hiring.
13.2 Recruitment Fee. If Client wishes to hire or retain any Company Personnel during the Restricted Period, Client must first obtain Company's prior written consent. Such consent may be granted or withheld in Company's sole discretion. If Company consents, or if Client hires or retains any Company Personnel in violation of Section 13.1, Client shall pay Company a recruitment fee equal to thirty percent (30%) of the Company Personnel's anticipated first-year annualized total compensation in the existing role (including base salary, guaranteed bonus, and the annualized value of any equity or other benefits) (the "Recruitment Fee"). For purposes of calculating the Recruitment Fee where the hired individual is engaged as an independent contractor, annualized compensation shall be calculated based on the contracted hourly or daily rate multiplied by the expected annual hours or days of engagement. The Recruitment Fee shall be invoiced by Company and due within thirty (30) days of the invoice date.
13.3 Alternative Arrangements. Notwithstanding Section 13.2, the parties may agree in writing to alternative terms for the engagement of Company Personnel, including a modified fee amount, a different payment structure, or a formal transition arrangement. Any such alternative arrangement must be set forth in a written agreement signed by an authorized representative of Round 2 Ai, LLC and shall supersede the Recruitment Fee described in Section 13.2 solely with respect to the specific arrangement agreed upon. No oral agreement or course of dealing shall constitute an alternative arrangement under this Section.
13.4 Acknowledgment of Reasonableness. Client acknowledges that: (a) Company invests significant resources in recruiting, training, and developing its personnel; (b) Company Personnel develop specialized knowledge of Company's methodologies, tools, and client engagement practices in the course of providing Implementation Services; (c) the restrictions and Recruitment Fee in this Section are reasonable, necessary to protect Company's legitimate business interests, and are a material inducement to Company's willingness to provide Implementation Services; and (d) any breach of this Section would cause Company irreparable harm for which monetary damages alone may be an insufficient remedy.
13.5 Injunctive Relief. In addition to any other remedies available at law or in equity, Company shall be entitled to seek injunctive or other equitable relief to enforce this Section without the requirement of posting a bond or proving actual damages. Client expressly waives any defense that an adequate remedy at law exists with respect to a breach of this Section.
13.6 Survival. This Section 13 shall survive the termination or expiration of this Agreement and each SOW for the full duration of the Restricted Period applicable to the last SOW between the parties.