THIS MASTER SERVICE AGREEMENT (this "Agreement") is made available by Growth 2 Success, LLC, a Delaware limited liability company, with its principal place of business at 1209 Orange Street, Wilmington, Delaware 19801 ("Company", "Service Provider", "G2S", or "we"). This Agreement becomes effective between Company and any client ("Client" or "you") upon Client's execution of any Order Form, Statement of Work, or service agreement that references this Agreement (the "Effective Date"). Company and Client are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, Company is engaged in the business of providing custom software development, artificial intelligence integration, API development, and related technology services; and
WHEREAS, Client desires to engage Company to provide certain custom development services on the terms and conditions set forth herein; and
WHEREAS, the Parties desire to establish a framework for their ongoing commercial relationship; and
WHEREAS, this Agreement shall govern all individual project engagements pursuant to executed Order Forms or Statements of Work that reference this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Incorporation into Order Forms
This Master Service Agreement is hereby incorporated by reference into any and all Order Forms, Statements of Work, project agreements, service agreements, or other written agreements executed between the Parties that reference this Agreement (each, an "Order Form" and collectively, "Order Forms"). Each Order Form shall be governed by and construed in accordance with the terms and conditions of this Agreement unless expressly stated otherwise in the Order Form. In the event of any conflict between this Agreement and an Order Form, the Order Form shall control solely with respect to the specific project governed thereby, but only to the extent of the express conflict.
2. Acceptance and Binding Effect
By executing any Order Form that references this Agreement, Client hereby acknowledges that it has read, understands, and agrees to be bound by all terms and conditions of this Master Service Agreement. Each execution of an Order Form shall constitute Client's reaffirmation of its acceptance of and agreement to be bound by this Agreement in its then-current form. Client's execution of any Order Form, submission of payment, or commencement of use of any Services shall constitute conclusive evidence of Client's acceptance of this Agreement. This Agreement may be found at https://www.growth2success.com/master-service-agreement and Client acknowledges its obligation to review this Agreement prior to executing any Order Form.
3. Binding Authority
By executing an Order Form, the signatory represents, warrants, and covenants that: (a) the signatory has the full power and authority to bind Client to the terms of this Agreement and the applicable Order Form; (b) the signatory has read and understood this Agreement in its entirety; and (c) Client has the legal capacity and authority to enter into this Agreement and perform all obligations hereunder. Company may reject any Order Form if: (i) the signatory lacks authority to bind Client; (ii) any modifications have been made to the Order Form without Company's prior written consent; (iii) the signature or required information is incomplete or inconsistent; or (iv) the Order Form does not comply with Company's then-current ordering procedures.
4. Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
5. Rules of Interpretation
Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) any pronoun used herein shall be deemed to cover all genders; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the word "or" is not exclusive; (e) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (f) references to Articles, Sections, and Exhibits are references to Articles and Sections of, and Exhibits to, this Agreement unless otherwise specified; (g) the headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement; (h) references to any statute or regulation include any amendments thereto and any successor statutes and regulations; and (i) "dollars" and "$" refer to United States dollars.
6. Engagement of Services
Subject to the terms and conditions of this Agreement, Client hereby engages Company to perform, and Company agrees to perform, the Services as set forth in one or more Order Forms executed by the Parties. The Services may include, without limitation, custom software development, web and mobile application development, API development and integration, artificial intelligence and machine learning integration, microservices architecture, database design and implementation, DevOps services, technical consulting, code review and optimization, security assessments, and such other services as the Parties may mutually agree upon in writing.
7. Onboarding Requirements
Upon Client's execution of an Order Form and Company's receipt of payment of all amounts designated as "Total Due Today," "Due Today," or similar initial payment obligations in the Order Form, Company will initiate the onboarding process with Client. Client acknowledges and agrees that timely completion of all onboarding requirements is a condition precedent to Company's obligation to commence Services on the Contract Start Date specified in the Order Form. Onboarding requirements may include, without limitation: (a) provision of access credentials, API keys, or system access; (b) delivery of required Client Materials and specifications; (c) completion of kickoff meetings or discovery sessions; (d) execution of any required third-party agreements; and (e) such other requirements as may be specified in the Order Form or reasonably requested by Company. Client's failure to timely complete onboarding requirements shall extend the Contract Start Date and all subsequent milestones and deadlines by a period equal to the delay, without any reduction in fees or liability to Company.
8. Order Forms
Each Order Form shall incorporate this Agreement by reference and specify, at a minimum:
9. Non-Cancelable Subscriptions
Unless expressly permitted in an Order Form or required by applicable law, all subscriptions and Services are non-cancelable prior to the Order End Date. Client shall remain obligated to pay all fees due through the Order End Date regardless of Client's actual use of the Services or Deliverables. If Client terminates an Order Form prior to the Order End Date without cause (as defined in Section 11.3), Client shall pay all remaining fees due through the Order End Date, plus any cancellation fees or early termination penalties specified in the Order Form, within thirty (30) days of the termination date.
10. Performance Standards
Company shall perform all Services in a professional and workmanlike manner, in accordance with industry standards and best practices applicable to the provision of similar services. Company shall devote such personnel and resources as are necessary to perform the Services in accordance with the applicable Order Form. All work performed hereunder shall be subject to Client's review and approval as set forth in each Order Form.
11. EXCLUSION OF CONSEQUENTIAL DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF COVER, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE WORK PRODUCT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE FEES PAYABLE HEREUNDER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
12. CAP ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER FORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID AND COLLECTED BY COMPANY FROM CLIENT UNDER THE APPLICABLE ORDER FORM GIVING RISE TO THE CLAIM AS OF THE DATE THE CLAIM AROSE. FOR CLARITY, CLIENT'S RECOVERY IS STRICTLY LIMITED TO AMOUNTS ACTUALLY RECEIVED BY COMPANY; CLIENT SHALL HAVE NO RIGHT TO RECOVER ANY AMOUNTS NOT YET PAID OR COLLECTED BY COMPANY, INCLUDING ANY FUTURE PAYMENTS, UNPAID INVOICES, OR FEES DUE UNDER THE ORDER FORM BUT NOT YET REMITTED TO COMPANY. IF NO FEES HAVE BEEN PAID AND COLLECTED, COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS CAP ON LIABILITY REFLECTS THE PARTIES' AGREED-UPON ALLOCATION OF RISK AND IS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO THIS AGREEMENT.
13. Acknowledgment of Collected Fees Limitation
Client expressly acknowledges and agrees that the limitation set forth in Section 9.2 means that Client cannot sue for, seek, or recover any amount exceeding the fees that Company has actually received and collected from Client as of the date any claim arises. This limitation applies regardless of: (a) the total Contract Value specified in any Order Form; (b) any amounts Client has agreed to pay but has not yet paid; (c) any future payment obligations; (d) any amounts invoiced but not yet collected; or (e) any other amounts that may be or become due under this Agreement or any Order Form. Client waives any right to seek recovery beyond the collected fees cap, and any judgment, award, or settlement that exceeds this cap shall automatically be reduced to the maximum amount permitted under this Section.
14. Exceptions to Limitations
The limitations set forth in Sections 9.1 and 9.2 shall not apply to:
15. Governing Law and Venue
This Agreement and any dispute or claim arising out of or related to this Agreement, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in New Castle County, Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action, or proceeding in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
16. WAIVER OF JURY TRIAL
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ORDER FORM, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER APPLIES TO ANY AND ALL CLAIMS, COUNTERCLAIMS, ISSUES, OR DEFENSES IN ANY SUCH ACTION OR PROCEEDING, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY, OR ANY OTHER LEGAL THEORY. EACH PARTY: (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE ORDER FORMS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION; AND (C) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THE IMPLICATIONS OF THIS WAIVER, MAKES THIS WAIVER VOLUNTARILY, AND HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER.
17. Reaffirmation of Jury Waiver
Client expressly acknowledges and agrees that by executing each and every Order Form that references this Agreement, Client reaffirms and re-acknowledges its waiver of the right to a jury trial as set forth in Section 10.2. This waiver is a material term of this Agreement and each Order Form, and Company would not enter into this Agreement or any Order Form without Client's agreement to this waiver. Client agrees that this waiver shall survive any termination or expiration of this Agreement or any Order Form and shall apply to any legal action, suit, or proceeding arising at any time, whether during the term of this Agreement or thereafter.
18. Negotiation and Escalation
Before initiating any legal action or arbitration, the Parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement or any Order Form through negotiation between the Parties' designated representatives. If the dispute cannot be resolved through negotiation within thirty (30) days after either Party provides written notice of the dispute to the other Party, the dispute shall be resolved by binding arbitration in accordance with Section 10.5.
19. Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement, any Order Form, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in New Castle County, Delaware, before a single arbitrator. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the AAA's Commercial Arbitration Rules then in effect. The arbitrator shall apply Delaware law to the merits of any dispute or claim, without reference to conflict of laws principles. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each Party shall bear its own costs and attorneys' fees in any arbitration, unless the arbitrator determines otherwise. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
20. Entire Agreement; Amendment
This Agreement, together with all Order Forms, Change Orders, and any exhibits, schedules, or attachments hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in this Agreement and any Order Form, the following order of precedence shall govern: (a) the applicable Order Form (solely with respect to the specific project governed thereby); (b) this Agreement; and (c) any other documents incorporated by reference.
21. Modification of This Agreement
This Master Service Agreement may only be modified, amended, or supplemented by mutual written agreement of all Parties involved. Any modification must be executed in writing by authorized representatives of both Company and Client to be effective. No oral modification shall be effective. Company may update this Agreement from time to time by posting a revised version at https://www.growth2success.com/master-service-agreement; however, any such updates shall only apply to Order Forms executed after the effective date of the update. Order Forms executed prior to any update shall continue to be governed by the version of this Agreement in effect at the time such Order Form was executed, unless the Parties execute a written amendment specifically applying updated terms to an existing Order Form. Client's continued engagement with Company after updates are posted does not constitute acceptance of such updates for existing Order Forms.
THIS MASTER SERVICE AGREEMENT DOES NOT REQUIRE A SEPARATE SIGNATURE.
By executing any Order Form, Statement of Work, or service agreement that references this Master Service Agreement, Client automatically and unconditionally subscribes to and agrees to be bound by all terms and conditions set forth in this Agreement. Each execution of an Order Form constitutes Client's binding acceptance of this Agreement in its entirety and Client's reaffirmation of all waivers, limitations, and obligations contained herein.
Client's signature on an Order Form confirms that Client:
This Master Service Agreement is effective upon Client's execution of any Order Form referencing this Agreement and shall continue in effect for all subsequent Order Forms unless modified by mutual written agreement of all Parties.
Agreement Location:
This Agreement is available at: https://www.growth2success.com/master-service-agreement
Service Provider Contact Information:
Growth 2 Success, LLC
1209 Orange Street
Wilmington, Delaware 19801
Last Updated: February 2026