Master Service Agreement (MSA)

This Master Service Agreement ("MSA") is entered into between AM Digital Designs ("Studio", "we", "us") and the client entity ("Client") executing a Project Proposal, Statement of Work (SOW), or Digital Contract. This MSA establishes the master legal framework governing all agency services, web development, spatial UI design, AI engineering, cross-cultural software research, and robotics/humanoid plugin integrations.

1. Statements of Work, Plugins & Scope Changes

All work executed by the Studio—including custom website builds, AI agent architectures, spatial interfaces, and cross-cultural robotics plugins—is defined within individual Statements of Work (SOW) or digital project invoices. Any requested features, revisions, physical site deployments, or design changes outside the agreed SOW scope will be classified as out-of-scope and billed at our standard hourly production rate of $50.00 per hour via formal Change Order.

2. Financial Terms, Deposits & Late Fees

Client agrees to adhere to the following billing structure across all digital and robotics software projects:

• Initial Deposit: A non-refundable 50% deposit is required at project kickoff to reserve studio schedule and begin discovery and technical architecture.
• Final Balance: The remaining 50% balance is due upon final project delivery, approved staging deployment, or live commercial installation.
• 15-Day Grace Period & Late Fees: A 15-day grace period applies to all issued invoices. Unpaid balances remaining after 15 calendar days from the due date incur an automatic 2% late fee penalty.

3. Intellectual Property, Proprietary Plugins & SDK Licensing

IP rights are governed based on the deliverable classification upon 100% payment clearance:

• Bespoke Custom Deliverables: All custom branding, client-specific website code (HTML/CSS/JS/PHP), Figma assets, and custom app builds transfer to full Client ownership exclusively upon 100% full payment clearance of all outstanding project invoices.
• Studio Background IP & Reusable Plugins: AM Digital Designs retains sole ownership of its pre-existing codebases, core SDK frameworks, cross-cultural translation algorithms, and proprietary robotics software plugins ("Studio IP"). Upon full invoice settlement, Client is granted a non-exclusive, perpetual, worldwide license to utilize the integrated Studio IP solely in connection with the specific website, commercial hardware, or humanoid deployment specified in the SOW.

4. Hardware, Embodied AI & Physical Actuation Disclaimer

For projects involving software integrated into physical robots, humanoids, commercial hardware, or local business on-site environments:

• Software vs. Hardware Scope: The Studio's deliverables are strictly limited to software code, API connections, UI/UX interfaces, and cross-cultural interaction plugins. The Studio does not manufacture, warrant, or service third-party physical hardware, microcontrollers, or robotic mechanics.
• Local Commercial Environment Safety: Client is solely responsible for maintaining physical safety perimeters, emergency stop (E-stop) controls, hardware maintenance, and staff/customer supervision during the operation of physical robots or interactive hardware executing Studio software.
• Actuation Limitation: The Studio disclaims all liability for physical collisions, mechanical failures, property damage, or operational downtime arising from third-party hardware executing automated AI or robotics software logic.

5. Client Responsibilities, Local Site Access & Inactivity Rule

Client agrees to provide necessary text, media assets, logins, API credentials, local commercial site access, and timely feedback. If Client fails to provide feedback, required assets, or necessary testing access for more than fourteen (14) consecutive calendar days, the project will be placed on administrative pause. Resuming a paused project may require a re-scheduling administrative fee based on studio availability.

6. Warranties & Limitation of Liability

The Studio warrants that delivered software and plugins will perform substantially in accordance with agreed specifications upon launch. The Studio does not warrant uninterrupted operation of third-party AI endpoints or third-party robotics hardware. The Studio's maximum aggregate financial liability under any circumstances is strictly limited to the total dollar amount paid by Client for the specific Statement of Work giving rise to the claim.

7. Governing Law

This MSA shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without regard to its conflict of law principles.