Master Services Agreement (MSA)

Effective Date: 5/10/26

This page describes the Master Services Agreement ("Agreement") that governs Doodle Design Co.'s ("DDC", "Doodle", "we", "us") working relationship with clients ("Client", "you") engaging DDC for creative and/or development services. It is provided for your reference and does not itself create a binding contract. Engagement with DDC begins once you sign a Proposal for a specific project, which incorporates the terms below along with any applicable Schedules.

A note on customization: This page reflects DDC's standard Master Services Agreement terms. Individual client engagements may include a signed Agreement, Proposal, Schedule, or Change Order that customizes these terms in writing for that specific relationship or project. Where a signed document conflicts with this page, the signed document controls.

DDC operates through three teams: The Studio (graphic design, branding, identity, web mockups, print production), The Dev Team (website builds, web apps, e-commerce, hosting, maintenance), and The Research Team (internal research that informs our work). The Agreement governs the overall relationship between DDC and Client, regardless of which team or combination of teams is involved in a project.

The Agreement is designed to be signed once and to cover the entire working relationship. Each new project is defined in a separate Proposal. Depending on the project, additional schedules may be attached:

• Schedule A: Intellectual Property Agreement (attached to every project)
• Schedule B: Development Services Supplement (attached when the Dev Team is involved)
• Schedule C: Studio Services Supplement (attached when print production or physical products are involved)

Together, the Agreement, the Proposal(s), and any attached Schedules make up the complete agreement between DDC and Client.

1. Definitions

To keep things clear throughout the Agreement, here's what we mean when we use the following terms. Additional definitions specific to development or studio work may appear in the applicable Schedules.

"Agreement" means the Master Services Agreement, together with all Proposals, Schedules, Change Orders, and any other attachments or addenda.

"Change Order" means a written document that captures a change to the project scope, its cost and timeline impact, and both parties' approval.

"Client Content" means all text, images, photos, data, materials, credentials, and other content you provide to us for use in a project.

"Confidential Information" means any proprietary or confidential technical and business information and materials of either party disclosed in connection with the Agreement.

"Copyrights" means the property rights in original works of authorship as defined under U.S. Copyright Law.

"Deliverables" means all work product to be delivered to you as specified in the Proposal — designs, code, websites, documents, files, physical products, or anything else we've agreed to provide.

"Design Agents" means any third-party designers, developers, or contractors we bring in to help with the project. We're responsible for making sure they follow the Agreement.

"Designer/Developer Tools" means all pre-existing tools, software, code, frameworks, libraries, templates, and background technology that we've developed or licensed independently of your project. These belong to us.

"Final Deliverables" means the final, approved versions of the Deliverables.

"Final Works" means all original creative content developed exclusively for your project and incorporated in the Final Deliverables — graphics, illustrations, layouts, typography, code, and our selection and arrangement of all elements.

"Preliminary Works" means all concepts, sketches, drafts, wireframes, prototypes, and alternate designs we create during the project that don't end up in the Final Works.

"Project" means a specific engagement described in a Proposal, including its scope, deliverables, timeline, and pricing.

"Proposal" means the written project proposal, statement of work, or scope document for a specific Project. Each new Project gets its own Proposal.

"Services" means all services and work product to be provided to you as described in a Proposal.

"Third-Party Materials" means stock photos, fonts, illustrations, plugins, APIs, platforms, themes, or any other licensed content from outside sources incorporated into the Deliverables.

"Trademarks" means any logos, brand names, symbols, or other brand identifiers we create for you as part of a Project.

"Working Files" means all underlying digital files we use to create the Preliminary Works and Final Works (source files, layered files, source code, etc.).

2. Scope of Work & Proposals

DDC agrees to provide creative and/or development services as outlined in a written Proposal prior to the start of each Project. The specific deliverables, formats, technologies, and services will be defined in writing and approved by both parties before work begins.

Each Proposal will specify which DDC team(s) are involved and which Schedules apply. The Proposal will remain valid for thirty (30) days after we present it to you. If the Proposal isn't accepted within that time, we may need to update our pricing or availability.

New Projects don't require re-signing the Agreement — just a new Proposal (plus any new Schedules if the scope brings in a team that wasn't involved before). The Agreement governs the entire relationship.

3. Payment Terms

By entering into the Agreement with Doodle Design Co., the Client commits to paying the total project cost upon completion of services, unless a different arrangement is made in writing. Should we exceed the estimated hours outlined in your project proposal, we will reach out to seek your approval for the additional hours. We will not charge you for any services or hours without prior approval; work will be paused until we receive your consent. Client is responsible for any applicable sales, use, or value-added taxes, even if assessed after the project is complete.

3.1 Deposit. A 20% non-refundable deposit is required for each new Project upon approval of the Proposal. This deposit covers the initial phase of the project, confirms your commitment as a client, and allows work to begin. The deposit will be credited toward your final invoice.

3.2 Invoices & Payments. Subsequent invoices will be sent to your email address. Client shall pay all invoices within fourteen (14) calendar days of the invoice date. Overdue invoices will have a monthly service charge of 1.5% (18% annually, or the maximum allowed by state law). Payments will be credited first to late payment charges and next to the unpaid balance. All service pricing is laid out in the project proposal. Client is responsible for all collection costs, legal fees, and court costs if we need to pursue overdue payments.

3.3 Recurring Fees. Some Projects may involve recurring fees (hosting, maintenance, retainers, etc.). Recurring fees will be specified in the applicable Proposal or Schedule and are due within fourteen (14) days of each invoice. DDC reserves the right to suspend recurring services if fees are more than thirty (30) days overdue, after providing written notice.

3.4 Credit Hold & IP Contingency. We reserve the right to withhold Deliverables, suspend services, or restrict access to any work product if your account is not current or if overdue invoices are not paid in full. All intellectual property rights under the Agreement are conditioned on full payment. No rights transfer until we've been paid in full.

4. Client Responsibilities

The Client agrees to:

• Provide all necessary content, assets, instructions, and materials required for the project in a timely manner
• Review and approve drafts, proofs, deliverables, and milestones within the timeframes specified in the Proposal
• Ensure the accuracy and legality of all Client Content supplied to DDC
• Research their concept thoroughly to ensure no infringement on existing copyrights and/or trademarks, as well as not copying any other brands' or designers' works
• Designate a single point of contact authorized to make decisions and give approvals on behalf of Client
• Comply with all applicable laws and regulations
• Communicate respectfully and professionally throughout the process
• Complete final proofreading of all content before approval. If you've approved Deliverables but errors like typos or misspellings remain in the finished product, you'll be responsible for the cost of correcting them

Additional client responsibilities specific to development or studio projects may be outlined in the applicable Schedules.

5. Revisions & Changes

5.1 Included Revisions. Each Project includes up to two (2) rounds of revisions, unless otherwise specified in the Proposal.

5.2 Additional Revisions. Additional revisions beyond the included rounds will be billed at the rate specified in the Proposal.

5.3 Scope Changes. Client changes outside the original scope will be billed on a time-and-materials basis at DDC's standard hourly rate. These charges apply on top of any maximum budget or final price in the Proposal. If changes exceed 10% of the original project schedule or budget, DDC may submit a new Proposal or Change Order. Work on the changed scope will not resume until it's signed.

5.4 Change Orders. For smaller scope adjustments, we'll use a Change Order — a lightweight document that captures what changed, the cost and timeline impact, and your approval. Change Orders are governed by all the same terms and conditions as the Agreement.

6. Timeline & Delivery

6.1 Project Schedule. A project timeline will be established before work begins as stated in the Proposal. Timely completion of the project is dependent on the collaboration between DDC and the client. We'll do our best to meet the schedule, but we need you to hold up your end too — providing content, feedback, and approvals on time.

6.2 Client-Caused Delays. Any delays caused by Client will extend DDC's deadline accordingly (day-for-day) and will not constitute a breach.

6.3 Testing & Acceptance. We'll review and test everything before sending it your way. Once you receive a Deliverable, you have five (5) business days to let us know in writing if something doesn't match the specs in the Proposal. If we don't hear from you within that window, the Deliverable is considered accepted.

6.4 Suspension Fee. We reserve time on our schedule exclusively for your project. If a delay on your end causes us to sit idle, we may charge a Suspension Fee equal to our standard hourly rate for that idle time — unless we're able to fill that time with other work at the same or higher rate. If we do take on other work because of a delay you've caused, we may need to adjust your project timeline accordingly.

7. Content Guidelines

The Client agrees to ensure that all content provided for the project is appropriate, non-explicit, and free from offensive or inappropriate material. Any violation of these guidelines will result in the immediate cessation of services by DDC, with no refund of payments made.

DDC does not create content, designs, websites, or applications that promote hate, discrimination, violence, illegal activity, or misinformation. DDC may decline any project that violates these standards without refund.

8. Intellectual Property & Ownership

Intellectual property is one of the most important parts of our working relationship. The specific IP terms for each Project are defined in the Intellectual Property Agreement (Schedule A), which is attached to every Proposal and incorporated into the Agreement by reference.

Here are the key principles that apply to all projects:

• No intellectual property rights of any kind transfer until we've received full payment of all fees, costs, and expenses
• DDC retains ownership of all Designer/Developer Tools — our pre-existing code, templates, frameworks, and background technology. You receive a license to use them with your Deliverables
• Client Content stays yours. You're granting us a license to use it for the project and for promotional purposes as allowed in the Agreement
• Third-Party Materials remain owned by their creators. You're responsible for compliance with all third-party licenses
• Trademarks created for your Project are assigned to you upon full payment. You're solely responsible for trademark clearance
• DDC will not conduct intellectual property clearance searches. Client is solely responsible for all trademark and copyright searches

The full details — including your IP option selection — are in Schedule A.

9. Portfolio & Attribution Rights

DDC retains the right to display completed work in portfolios, websites, social media, and promotional materials, as long as the displays don't contain your Confidential Information. We may add your name to our client list and describe our role in the Project after public launch.

Either party, with the other's reasonable approval, may describe its role in relation to the Project on its website and in professional materials.

If you request confidentiality in writing, we'll keep the work private. No additional fee for confidentiality requests.

10. Warranties & Representations

DDC warrants that:

• Services will be provided in a professional, workmanlike manner
• Final Deliverables are original work, except for Third-Party Materials and Client Content
• If we bring in Design Agents, we've secured the necessary rights from them to grant you the IP rights described in the applicable Schedule
• To the best of DDC's knowledge, Final Works will not violate the rights of any third parties

DDC WILL NOT CONDUCT INTELLECTUAL PROPERTY CLEARANCE SEARCHES. CLIENT IS RESPONSIBLE FOR TRADEMARK AND COPYRIGHT SEARCHES.

If you or anyone you authorize modifies or uses the Deliverables outside the scope of the Agreement, all of our warranties are void.

Client warrants that:

• Client owns or has authorization to use all Client Content
• Client Content is accurate, legal, and does not infringe third-party rights
• Client will comply with all licensing agreements and applicable laws

DISCLAIMER: EXCEPT AS EXPRESSLY STATED HEREIN, DDC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

Additional warranties specific to development or studio services may be outlined in the applicable Schedules.

11. Indemnification

11.1 By Client. Client agrees to indemnify and hold harmless DDC from any and all damages, liabilities, costs, losses, or expenses arising out of any third-party claim related to: Client's breach of the Agreement, Client Content infringement, improper use of Deliverables, Client's products or services, or Client's failure to comply with applicable laws. We'll let you know promptly if a claim comes up, and you'll have control of the defense.

11.2 By DDC. DDC agrees to indemnify and hold harmless Client from any meritorious third-party claim that the Final Works infringe intellectual property rights — except for claims arising from Client Content, Third-Party Materials, modifications you or others make, unauthorized use, or use outside the scope of the Agreement. You'll let us know promptly if a claim comes up, and we'll have control of the defense.

11.3 Settlement. Neither party can settle a claim covered by this section without the other party's written consent.

12. Limitation of Liability

DDC'S TOTAL LIABILITY UNDER THE AGREEMENT FOR ANY SINGLE PROJECT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT FOR THAT SPECIFIC PROJECT. IN NO EVENT SHALL DDC BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED BY DDC, EVEN IF DDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Specific liability limitations for recurring services (hosting, maintenance) are outlined in Schedule B if applicable.

13. Cancellation, Termination & Refunds

13.1 How Either Party Can Terminate a Project. Any individual Project can be terminated at any time by either party with written notice, by mutual agreement, or for cause if either party: (a) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (b) breaches any material obligation under the Agreement and doesn't fix it within ten (10) days of receiving written notice.

13.2 What You Owe If a Project Ends Early. If a Project is terminated for any reason, DDC will be compensated for all Services performed through the date of termination — calculated as the greater of: (a) any advance payment, (b) a prorated portion of fees due, or (c) hourly fees for all work performed. Client also pays any outstanding expenses, taxes, and costs of changes.

13.3 If Client Cancels for Convenience. If Client cancels a Project before completion, all payments remain non-refundable. Client is responsible for payment of all work completed up to the cancellation date, plus an early termination fee equal to 25% of the total Project fee. No intellectual property rights transfer, and Client may not use the Deliverables without DDC's written consent.

13.4 If DDC Terminates for Client's Breach. If DDC terminates because of Client's breach, Client pays all amounts due through the termination date plus the 25% early termination fee. No intellectual property rights transfer.

13.5 If DDC Cancels for Convenience or Client Terminates for Cause. In this case, and once all payments are made, DDC will deliver all work completed to date, and the IP rights described in Schedule A will apply to those delivered materials.

13.6 No Refund After Delivery. No refunds will be issued once Deliverables have been approved and delivered.

13.7 Work Stoppage Option. If we have grounds to terminate for your breach, we may instead choose to pause work until you fix the issue and agree to adjust fees and schedules as needed.

13.8 Terminating the Overall Relationship. Either party may terminate the entire Agreement (not just an individual Project) with thirty (30) days' written notice. Termination of the Agreement does not affect any Project already in progress — those continue under the terms of their Proposal until completed, terminated, or otherwise resolved. Upon termination of the overall relationship, no new Projects will be initiated.

13.9 What Survives. Even after the Agreement ends, the following sections remain in effect: Definitions, Intellectual Property, Warranties, Indemnification, Limitation of Liability, Confidentiality, Dispute Resolution, and General Provisions. Each party shall return or destroy the other's Confidential Information.

14. No Solicitation & Independent Contractor

DDC is an independent contractor, not an employee. The Agreement does not create a partnership or joint venture, and neither party can act as agent or bind the other. We may bring in Design Agents as needed, and we're responsible for their work.

During the term of the Agreement and for 6 months after, Client agrees not to recruit or hire DDC's employees or contractors. If Client does so, Client pays DDC a placement fee equal to 25% of that person's starting salary or fees — due within 30 days of the hire date (for employees) or at the end of each month of service (for contractors).

The Agreement doesn't create an exclusive relationship. DDC may work with other clients, including competitors, and Client is free to engage other designers or developers.

15. Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not disclose it to third parties without written consent. This includes but is not limited to: business strategies, client lists, pricing, source code, credentials, design concepts, and any proprietary information shared during any Project.

Confidential Information does not include information that:

• (a) Is or becomes publicly available through no fault of the receiving party
• (b) Is properly received from a third party without an obligation of confidentiality
• (c) Was already known to the receiving party before disclosure
• (d) Is independently developed without use of the other's confidential information

Upon termination of the Agreement or any Project, each party will return or destroy the other's Confidential Information upon request. DDC will securely delete or return all Client credentials and access keys within fourteen (14) days of project completion or termination.

16. Dispute Resolution

The Agreement is governed by the laws of the United States and the State of Idaho.

If a dispute comes up, we agree to try to work it out between us first. If that doesn't work, either party may start mediation and/or binding arbitration through the American Arbitration Association, or another forum we both agree on.

The party that wins any arbitration or court case is entitled to recover their reasonable attorneys' fees and costs from the other party.

For any disputes that go to court, both parties consent to the courts in the State of Idaho and waive any jurisdictional or venue objections.

Client acknowledges that if the Deliverables are used in any way not permitted under the Agreement, DDC may not have an adequate remedy in money alone. DDC shall be entitled to seek injunctive relief in addition to any other remedies.

17. General Provisions

17.1 Changes to This Agreement. The Agreement can only be changed in writing, signed by both parties. The one exception: we can invoice for additional costs, expenses, and changes that you approve by email or through our project management platform. If either of us doesn't enforce a right under the Agreement, that doesn't mean we've waived it.

17.2 Notices. All formal notices should be sent in writing — by email, certified mail, or through our project management platform. Email notices are effective once receipt is confirmed.

17.3 Assignment. Neither party can assign the Agreement without the other's written consent, except as part of a sale of the entire business (or the part of the business related to the Agreement).

17.4 Force Majeure. We won't be considered in breach if we can't complete the work due to events beyond our reasonable control — things like natural disasters, severe weather, war, terrorism, pandemics, labor disputes, government orders, internet outages beyond our control, or illness. If something like this happens, we'll let you know and propose a revised schedule.

17.5 Severability. If any part of the Agreement is found to be invalid or unenforceable, the rest of it stays in full effect.

17.6 Interpretation. Section headings are just for convenience and don't affect the meaning of anything. Design and technical terminology follow standard industry usage.

17.7 Entire Agreement. The Agreement — including all Proposals, Schedules, and Change Orders — is the entire agreement between us. It replaces any previous agreements or discussions on the same subject. If there's a conflict between a Proposal and the body of the Agreement, the Proposal controls for project-specific matters. If there's a conflict between the Agreement and a Schedule, the Schedule controls for the specific subject matter it addresses.

17.8 Order of Precedence. If there's ever a conflict between documents, here's the hierarchy (highest priority first):

• 1. The applicable Proposal (for project-specific scope, pricing, and timeline)
• 2. The applicable Schedule (for subject-matter-specific terms)
• 3. The Master Services Agreement (for everything else)
• 4. Change Orders (which modify only the specific items they address)

18. How This Agreement Applies

The terms above apply to your engagement with DDC once you sign a Proposal for a specific project. Signing a Proposal confirms your acceptance of this Master Services Agreement and any Schedules that apply to your project, and forms a binding contract between you and DDC. New Projects only require a signed Proposal and any applicable Schedules — clients do not need to re-sign the Master Services Agreement for each new project.

Each signatory to a Proposal represents that they have the full authority to enter into the Agreement and to bind their respective party to all of the terms and conditions herein.

19. Contact Information

Questions about the Master Services Agreement should be sent to us at hi@sharpsticker.store.

Our contact information:

Doodle Design Company
1393 E Legacy View Dr
Meridian, ID 83646
hi@sharpsticker.store