HEPNER UNIVERSAL MASTER SERVICES AGREEMENT

Last Updated: 2/24/2026

This Master Services Agreement (“Agreement”) is entered into by and between the client identified in the applicable Statement of Work (“Client”) and the Hepner Entity identified therein as the provider of services (the “Contracting Entity”). This Agreement governs all Statements of Work, subscription agreements, SaaS agreements, proposals, or other written engagements executed between Client and the Contracting Entity (each, a “SOW”).

1. ENTITY STRUCTURE

1.1 Hepner Entities

“Hepner Entity” means individually, as applicable:

  • Hepner Consulting LLC

  • Hepner Sync LLC

  • Hepner Studios LLC

Each is a separate Wisconsin legal entity maintaining separate books, records, accounts, and operations.

1.2 Contracting Entity

Only the Hepner Entity identified in the applicable SOW is responsible for performance and obligations under that SOW. No other Hepner Entity assumes liability unless expressly agreed in writing.

1.3 Hepner Corp

Hepner Corp is a non-operating holding company. It is not a party to this Agreement, does not provide services, and assumes no liability.

1.4 No Joint Enterprise

Nothing herein creates a partnership, joint venture, fiduciary duty, or single enterprise. Shared personnel between entities does not create joint liability. Liability shall not aggregate across affiliated entities.

2. STATEMENTS OF WORK

All services must be defined in a written SOW signed by Client and the Contracting Entity. Services outside scope require written amendment.

In the event of conflict, the SOW governs for scope and pricing; this Agreement governs all general terms.

3. FEES AND PAYMENT

3.1 Independent Invoicing

Each Contracting Entity invoices separately. Client shall remit payment only to the issuing entity.

3.2 Payment Terms

Unless otherwise stated in a SOW:

  • Invoices are due within ten (10) calendar days of invoice date.

  • A five (5) day grace period applies.

  • Beginning on day sixteen (16), unpaid amounts accrue interest at 1.5% per month or the maximum permitted by law.

3.3 Remedies for Nonpayment

The Contracting Entity may suspend services, disable SaaS access, withhold deliverables, terminate the SOW, and recover attorneys’ fees and collection costs.

Client may not offset payments absent written agreement.

Client is responsible for sales state and county applicable taxes for services of the Contracting Entity.

4. TERM AND TERMINATION

This Agreement remains effective while any SOW is active.

Either party may terminate for material breach not cured within ten (10) days of written notice.

Failure to cure nonpayment permits termination upon seven (7) days’ notice.

Termination does not relieve Client of accrued payment obligations or enforceable minimum subscription terms.

5. CLIENT RESPONSIBILITIES

Client shall:

  • Provide accurate information and timely system access

  • Maintain authority to provide data

  • Obtain required third-party licenses

  • Maintain reasonable backups

  • Comply with applicable laws and regulations

Client retains responsibility for its regulatory compliance and cybersecurity posture.

6. CONFIDENTIALITY

Each party shall protect Confidential Information using reasonable care. Confidential Information includes trade secrets, pricing, software architecture, financial information, system configurations, and customer data. Obligations survive termination.

7. WARRANTIES AND DISCLAIMERS

Services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES, SOFTWARE, AND DELIVERABLES ARE PROVIDED “AS IS.”

THE CONTRACTING ENTITY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

No legal, tax, or regulatory advice is provided unless expressly stated.

8. SOFTWARE AND SAAS

Software is licensed, not sold. Client receives a limited, non-exclusive, revocable license for internal business use.

All code, architecture, integrations, automation logic, analytics engines, and related intellectual property remain the exclusive property of the originating Hepner Entity.

Client shall not reverse engineer, decompile, replicate, or create derivative works.

The Contracting Entity does not guarantee uninterrupted availability and is not liable for outages caused by cloud providers, internet failures, or third-party integrations.

9. INTELLECTUAL PROPERTY

Each Hepner Entity retains ownership of its Background Technology, frameworks, systems, templates, and methodologies.

Work Product ownership transfers only if expressly stated in the applicable SOW and only upon full payment.

No intellectual property transfers by implication.

10. DATA AND CYBER RISK

Client acknowledges that no system is completely secure. The Contracting Entity does not guarantee immunity from breach.

The Contracting Entity shall not be liable for:

  • Client misconfiguration

  • Third-party platform vulnerabilities

  • Data loss not caused by willful misconduct or gross negligence

Client remains responsible for regulatory compliance related to its data.

11. INDEMNIFICATION

Client shall indemnify and defend the Contracting Entity against third-party claims arising from:

  • Client-provided data

  • Client misuse of services

  • Failure to obtain licenses

  • Violation of law

  • Breach of this Agreement

The indemnified party shall provide prompt notice and permit control of defense. No settlement admitting liability may be entered without written consent.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

THE TOTAL LIABILITY OF THE CONTRACTING ENTITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY RECEIVED BY THE CONTRACTING ENTITY FROM CLIENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION DOES NOT APPLY TO:

  • CLIENT’S PAYMENT OBLIGATIONS

  • A PARTY’S WILLFUL MISCONDUCT

  • A PARTY’S GROSS NEGLIGENCE

IN NO EVENT SHALL ANY HEPNER ENTITY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION.

No claim may be brought more than two (2) years after accrual.

Liability shall not aggregate across Hepner Entities.

13. NON-SOLICITATION

Client shall not solicit or hire personnel involved in services during the term and for one (1) year thereafter without written consent. Violation results in payment equal to one hundred percent (100%) of projected first-year compensation.

14. INDEPENDENT CONTRACTORS

The parties are independent contractors. Nothing herein creates a fiduciary relationship.

15. NO THIRD-PARTY BENEFICIARIES

This Agreement benefits only the parties hereto.

16. FORCE MAJEURE

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

17. ASSIGNMENT

Neither party may assign without written consent. The Contracting Entity may use subcontractors but remains responsible for performance.

18. ATTORNEYS’ FEES

The prevailing party in litigation shall recover reasonable attorneys’ fees and costs.

19. GOVERNING LAW; VENUE; JURY WAIVER

This Agreement shall be governed by the laws of the State of Wisconsin.

Venue shall be Appleton, Wisconsin.

Both parties waive the right to trial by jury.

20. SEVERABILITY AND ENTIRE AGREEMENT

If any provision is invalid, the remainder shall remain enforceable.

This Agreement, NDAs, and SOWs constitute the entire agreement between the parties.