This Master Service Agreement (the "Agreement") is made and dated as of the last signature below (“Effective Date”), between Little Taller, LLC with offices at 5115 N 27th Ave, Phoenix AZ 85017 ("Provider") and Client("Client"). Provider and Client may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

1. Statement of Work. Provider agrees to provide certain design, marketing or information technology consulting services to Client that are mutually agreed from time to time between the Parties (collectively, the “Professional Services”). The specific Professional Services will be set forth in one or more Statements of Work that the Parties may execute pursuant to this Agreement (“Statement of Work” or “SOW”). No Statement of Work shall be binding upon either Party unless signed by authorized representatives of both Parties. Each SOW shall be incorporated into and become part of this Agreement and be governed by the provisions of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and a SOW, the provisions of this Agreement shall prevail. It is expressly understood and agreed that this Agreement is a non-exclusive relationship between the Parties and does not grant Provider an exclusive privilege to provide to Client any or all services which Client may require. The Parties acknowledge and agree that the Professional Services to be provided to Client hereunder are to be provided on a project-by-project basis as Client deems necessary, in its sole discretion. Nothing in this Agreement shall be construed as a guarantee that (a) Provider will receive any particular amount of work from Client or (b) Provider will receive a certain amount of compensation solely by virtue of entering into this Agreement.

2. Professional Services by Provider. Provider agrees to provide certain Professional Services as defined in SOWs to be executed by Client and incorporated by reference into this Agreement. Professional Services will be specifically delineated in the SOWs indicating (a) a detailed description of the project, (b) skills required, (c) tasks to be performed, (d) a detailed description of any Deliverables to be produced, (e) an estimate of all fees and expenses relating to the performance of the Professional Services when possible, and (f) the duration of project including an estimated timetable for completion of all Professional Services under such SOW. Other documents can supplement the SOW such as a Purchase Order or other agreements that may contain additional information regarding the Professional Services. All Provider employees who perform services here under shall at all times be under the control of Provider, and Provider shall oversee and supervise the performance of such employees; provided, however, that any Provider employee performing services on Client’s premises shall abide by all of Client’s applicable workplace regulations and policies. If, after consultation with Client, any Provider employee is removed from the assignment which is the subject of this Agreement as a result of concerns by Client over the performance, ability, or level of cooperation, Provider shall appropriately replace such employee so as to timely meet the needs of Client.

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3. Proprietary Rights. The Parties agree that any documents, code, works of authorship, programs, designs, algorithms, developments, processes, formulae, data, techniques, discoveries, specifications, ideas, inventions, and any other work product produced by Provider in connection with the performance of the Professional Services hereunder or under any SOW (the “Deliverables”) shall be deemed “works made for hire” (as such term is defined in Title 17 of the United States Code) and such Deliverables shall belong exclusively to Client. In the event that any such Deliverables does not constitute “works made for hire” for any reason, then Provider hereby assigns to Client all worldwide right, title, and interest in and to such Deliverables. The Professional Services shall only be performed by employees of Provider or by third parties who have executed an instrument confirming and effecting an assignment of all rights in and to the Deliverables. Provider further agrees, upon Client’s request, to execute and deliver all such assignments, consents, documents or further instruments of transfer as are necessary or desirable in order for Client to obtain the full benefits of this Section 3. Provider shall secure all rights necessary to enable Client to use perpetually and exercise full ownership over, the Deliverables.

Subject to and in accordance with the terms and conditions of this Agreement, Client grants Provider and Provider Personnel a perpetual, limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, worldwide license to use Client Materials and Deliverables solely to the extent necessary to provide the Services to Client during the Term and for Provider’s marketing and portfolio purposes.

4. Representations and Warranties. Provider represents and warrants as follows: (a) Provider and its employees and agents shall perform the Professional Services in a competent, professional, and work man like manner that is consistent with standard practices in the industry; (b) Provider shall comply with all applicable laws, rules, and regulations in performing its obligations hereunder; (c) the Deliverables shall not infringe upon the patent, copyright, trademark, trade secret, or other intellectual property rights of any person or entity; and (d)the Professional Services, and any deliverables produced in connection therewith, shall conform to the specifications and standards and warranties set forth in the applicable SOW in all respects.

5. Indemnification. Client’s Indemnification Obligations. Client shall defend, indemnify, and hold harmless Provider, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Provider Indemnified Party"), from and against any and all losses arising out of or resulting from any third-party claim or direct claim alleging either that any Client Materials or Provider's receipt or use thereof in accordance with the terms of this Agreement infringes any intellectual property of a third party, or any litigation in which the Client are a party in connection this Agreement.

Provider Indemnification Obligations. Provider shall defend, indemnify, and hold Client harmless, Client’s officers, directors, employees, agents, affiliates/Affiliates, successors, and permitted assigns (collectively, "Client Indemnified Party"), from and against any and all losses, arising out or resulting from any third-party claim or direct claim alleging that any of the Deliverables or Client’s receipt or use thereof infringes any intellectual property of a third party or as a result of Provider’s breach of any of the representations and warranties inSection 4.

6. Responsibilities of Client. Client will provide such reasonable assistance, cooperation, resources, and a suitable work environment as may be reasonably necessary for Provider to provide the Professional Services, including but not limited to credentials, samples, photographs, trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other material (collectively, "Client Materials") as Provider may request from time to time. Client and Client’s licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to all Client Materials.

Client will assign a member of its staff to act as the primary contact and point of authorization for this project.

Due to the virtual nature of the relationship, Client will respond promptly to any Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Provider to perform the Services in accordance with the requirements of this Agreement. Client understands that Provider is a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunications will not constitute an emergency for Provider and Client’s delay will proportionally delay Provider’s Services. In addition, Client acknowledges that any funds paid in advance are subject to expiration as outlined in the "Expiration of Pre-Paid Funds" section, and extended delays or lack of cooperation on Client’s part may result in forfeiture of these funds if the project remains incomplete beyond the specified timeframe.

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7. Production Process and Client Approval.

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7.1 Production Phases. Client shall adhere to a structured production process consisting of the following defined phases. Each phase must be completed with Client’s review and written approval to proceed to the next:
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• Scoping: Provider and Client define project objectives, goals, and high-level requirements. This phase establishes the project’s vision, key deliverables, and timeline. All foundational requirements must be identified to ensure alignment.
• Documentation: Following Scoping, the Documentation phase involves detailing all technical specifications, functionalities, and features. This documentation serves as the blueprint for the development process. Client review and sign-off confirm the project’s scope. Requirements or changes not documented during these phases will be considered Out-of-Scope.
• Production: Provider develops and builds the agreed-upon deliverables per the Documentation phase. Requests for changes during this phase may impact the timeline and incur additional costs.
• User Acceptance Testing (UAT): Client reviews and tests the deliverables in a controlled environment to ensure compliance with documented requirements. Two rounds of revisions are included in this phase to address any issues or adjustments prior to Production Launch.
• Production Launch: The final phase involves deploying the deliverables into the live environment. Once launched, deliverables are considered complete. Additional requests post-launch are deemed Out-of-Scope and require a new SOW.
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7.2. Scope, Documentation, and Out-of-Scope Work. During the Scoping and Documentation phases, all project requirements must be identified and thoroughly documented. Any requests, requirements, or modifications not included in the original documented scope established during these phases (collectively, “Out-of-Scope”) will require a new SOW, agreed upon in writing.

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7.3. Client Responsibility and Sign-Off Timeline. Client will review and provide written approval within five (5) business days of each phase’s completion. Delays in approval may impact the project timeline and associated costs. Provider cannot accommodate new requests or enhancements post-launch without a new SOW and additional fees.

7.4. Revisions Limit During Each Phase. Client is entitled to up to two (2) rounds of revisions during the Documentation and UAT phases. Additional revisions will be treated as Out-of-Scope and will incur additional fees.

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8. Compensation. Unless otherwise documented in a signed Statement of Work, Client shall compensate Provider on an hourly, time and materials basis at a rate of $150 US per hour, billed in 15-minute increments. Provider will invoice Client on a monthly basis and the terms of payment will be net 30 days from the date of invoice. Client is responsible for reasonable travel, lodging and other out-of-pocket expenses incurred in the performance of the Professional Services, provided (a) such expenses are reasonably necessary to the performance of the Professional Services and (b) Client is given advance notice of the need for any such expenses and provides written approval for such expenses before they are incurred by Provider.

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If funds are paid in advance for Services (the "Pre-Paid Funds"), such funds must be applied toward the completion of the project within 12 months from the date of the initial invoice ("Expiration Date"). Any Pre-Paid Funds unused by the Expiration Date will be forfeited, and the Client will not be entitled to a refund or credit for those funds. If the project resumes after the Expiration Date, new fees and a revised project timeline may apply at the Company’s discretion.

9. Insurance. Provider agrees to maintain adequate insurance against all losses, claims, and expenses for injuries or damage to any person or property arising out of or in connection with Provider’s performance of professional Services. Provider agrees that, at a minimum, it shall maintain a commercial general liability policy with a reputable insurer satisfactory to Client which provides for coverage of at least $1,000,000 per occurrence.

10. Taxes. All invoices are exclusive of any sales, use, value added, property, and similar taxes (but excluding any taxes based on the income of Provider) imposed on the Professional Services, for which Client shall be solely responsible and for which Client will indemnify Provider. All taxes for which Client is responsible shall appear as a separate item on all invoices.

11. Confidentiality. Both Client and Provider will agree to abide by terms and conditions of the Mutual Non-Disclosure Agreement that is signed before or in conjunction with this Agreement.

12. Independent Contractors. Provider will be deemed to have the status of an independent contractor, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint ventures. Provider will be responsible for paying their own payroll taxes, disability insurance payments, unemployment taxes, any employee benefits (if applicable) and other similar taxes, benefits or charges. Each Party shall indemnify, defend, and hold harmless the other Party, its affiliates,and their respective officers, directors, employees, agents, representatives, successors, and assigns from and against any and all claims, damages, costs, or obligations (including reasonable attorneys’ and expert witness fees) incurred by such Party arising from any claim by the employees, agents, and contractors of the other Party in connection with their performance of services pursuant to this Agreement.

13. Term. The “Term” of this Agreement shall commence on the date of this Agreement and, unless otherwise terminated pursuant to this Section 11, shall terminate 1 year thereafter (or upon the completion of all professional Services under a SOW). Notwithstanding the foregoing, this Agreement may be terminated prior to the expiration of the Term: (a) either party upon 30 days notice of its intention to terminate work under any SOW;(b) by either Party, upon 30 days notice of a material breach by the other Party hereto, which breach has not been cured by such Party prior to the expiration of said 30 day period; (c) by either Party, immediately upon notice that the other Party is insolvent or fails to pay its obligations as they become due or upon any proceeding being commenced by or against such Party under any law providing relief to such Party as a debtor. Termination without Cause. In the event Client termination without cause, Client will reimburse Provider for all approved, non-cancellable expenses accrued by Provider to perform the Services.

14. Force Majeure. Neither Client nor Provider will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure, adaptation in format, or delay in fulfilling or performing any term of this Agreement, except for the failure to pay, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including, without limitation, the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law (including in response to pandemic or epidemic); (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power. The impacted party shall give prompt written notice to the other party, stating the period of time the occurrence is expected to continue. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Events are minimized.

The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

15. Non-Solicitation. Unless stated in a separate SOW, Client may not solicit or hire any employee of the Provider. Provider shall not employ, offer to employ, or solicit the services of any employee of Client during the term and for a period of six months thereafter, without Client’s prior written consent.

16. Governing Law and Venue. This Agreement will be construed in accordance with the substantive laws of the State of Arizona. The sole and exclusive jurisdiction and venue for any and all litigation related to this agreement shall be in a court having jurisdiction over the subject matter of the dispute located in Maricopa County, Arizona.

17. No Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any such waiver or consent shall not constitute a consent to, or waiver of, any other different or subsequent breach.

18. Modification. This Agreement may only be modified by a written instrument executed by an authorized representative of both Parties.

19. Severability. Should any part of this Agreement, for any reason, be declared invalid or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity of any other provision of this Agreement.

20. Notices. Any notice permitted or required to be given hereunder shall be deemed to have been received: (a)immediately upon delivery, if delivered personally to the other Party at the address specified above; (b) one-day after depositing such notice with a reputable overnight carrier, postage prepaid, and marked for overnight delivery to the address specified above; or (c) five days after depositing such notice with the U.S. Postal Service, postage prepaid and marked for delivery via Certified Mail or Registered Mail, and addressed to the address specified above. Either Party may change the address to which notices shall be sent by providing notice of such change in address in accordance with the provisions of this Section 18.

21. Section Headings. Section headings used herein are for convenience of reference only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

22. Entire Agreement. This Agreement contains the entire agreement and understanding of the Parties here to and supersedes all prior agreements, whether oral or in writing, concerning the subject matter hereof.