Version 1, October 13, 2026. This is the agreement each SyncWeev client accepts online with their Statement of Work. Exhibit A, the Statement of Work, is shown on each client's private proposal page.
This Master Services Agreement (the "Agreement") is entered into as of the Effective Date between Dunari Advisory LLC, an Oregon limited liability company doing business as SyncWeev ("SyncWeev"), and the client named at online signing ("Client"). SyncWeev and Client are each a "Party" and together the "Parties."
1. Services. SyncWeev provides operations and technology consulting, including workflow design, artificial intelligence setup and training, and the design, build, deployment, and maintenance of connectors that link AI tools to Client's software systems, including Model Context Protocol servers (the "Services"). The specific Services, deliverables, schedule, fees, and assumptions for each engagement are set out in a written statement of work signed by both Parties, substantially in the form of Exhibit A (each, a "Statement of Work"). Each Statement of Work is governed by this Agreement. Where a Statement of Work conflicts with this Agreement, this Agreement controls unless the Statement of Work expressly states that it overrides a named section.
2. Scope Limits. The Services are operations and technology consulting only. SyncWeev does not provide real estate brokerage services, legal, tax, accounting, investment, engineering, or other licensed professional advice, and nothing in the Services or any deliverable is a substitute for that advice. SyncWeev earns no commission, referral fee, or other compensation tied to any real estate transaction. Client remains responsible for its own business decisions, including every decision made with the help of a deliverable or an AI output.
3. Client Responsibilities. Client will (a) provide timely access to the people, information, and systems reasonably needed for the Services; (b) hold and pay for its own subscriptions to any third-party software the Services connect to or depend on, including AI platforms and customer relationship management systems, and comply with those providers' terms; (c) provision credentials, API keys, and permissions for SyncWeev through Client's own accounts, at the least level of access needed for the Services, and revoke them when the Services end; (d) designate one person with authority to approve scope, deliverables, and changes; (e) review and approve each deliverable within the period stated in the Statement of Work; and (f) ensure it has the rights and consents needed to let SyncWeev access and process Client Data. Delays caused by Client extend SyncWeev's schedule by a corresponding period.
4. Changes. Either Party may request a change to a Statement of Work. No change is binding until both Parties sign a written change order describing the revised scope, schedule, and fees.
5. Fees and Payment. Client will pay the fees stated in each Statement of Work. Unless the Statement of Work states otherwise, project fees are invoiced 50 percent on signing and 50 percent on delivery, retainer fees are invoiced monthly in advance, and invoices are due within 15 days of the invoice date. Discovery Session fees are credited toward a later Statement of Work only where that Statement of Work says so. Late amounts accrue interest at 1 percent per month or the highest rate permitted by law, whichever is lower. SyncWeev may suspend the Services on 10 days' written notice if an undisputed invoice remains unpaid. Fees exclude taxes, and Client pays any sales, use, or similar taxes other than taxes on SyncWeev's income. Client reimburses pre-approved, documented out-of-pocket expenses.
6. Acceptance. A deliverable is accepted when Client approves it in writing or uses it in its business, or 10 business days after delivery if Client has not given written notice describing a material failure to meet the Statement of Work. SyncWeev will correct any such failure and redeliver, and the acceptance period restarts for the corrected item.
7. Third-Party Platforms. The Services connect to and rely on software, models, and APIs that SyncWeev does not own or control, including AI platforms and Client's customer relationship management and other systems ("Third-Party Platforms"). Client's use of each Third-Party Platform is governed by that provider's terms. SyncWeev is not responsible for the availability, security, accuracy, pricing, or changes of any Third-Party Platform. Work needed to adapt a deliverable to a change in a Third-Party Platform after acceptance is billed as new work unless it falls within a Managed retainer.
8. Client Data and Security. "Client Data" means all data, records, and content of Client or its customers that SyncWeev accesses in performing the Services. As between the Parties, Client owns all Client Data. SyncWeev will (a) access and process Client Data only to perform the Services and only as Client instructs; (b) keep Client Data within Client's own accounts and systems wherever the Services allow, and not copy, export, or retain it beyond what a task requires; (c) not sell Client Data or use it to train any AI model, and not knowingly configure any Third-Party Platform to do so; (d) store any credentials it holds in encrypted form and use them only for the Services; (e) apply reasonable administrative, technical, and physical safeguards appropriate to the nature of the data, including least-privilege access, isolation of each client's credentials and configuration, and logging of actions taken in Client's systems where the platform supports it; (f) notify Client in writing without undue delay, and in any event within 72 hours, after confirming any unauthorized access to Client Data in SyncWeev's possession or control, and cooperate in Client's response; and (g) on completion or termination of the Services, delete or return Client Data and credentials in its possession and confirm in writing that it has done so, except copies retained in routine backups, which remain subject to this Agreement until deleted.
9. AI Outputs. Client acknowledges that AI systems generate outputs by prediction, that outputs can be incomplete, inaccurate, or inappropriate for a given purpose, and that the same input can produce different outputs. SyncWeev designs workflows that keep a person in the approval path for consequential actions, and Client is responsible for reviewing and approving outputs before relying on them, sending them, or taking action on them. SyncWeev does not warrant the accuracy, completeness, or suitability of any AI output, and is not liable for decisions Client makes using AI outputs.
10. Intellectual Property. (a) Client materials. Client keeps all rights in Client Data and in materials Client provides. (b) SyncWeev materials. SyncWeev keeps all rights in its pre-existing and independently developed materials, including its methods, frameworks, prompt and workflow libraries, configuration templates, server code, connectors, and know-how, and in any general-purpose improvements to them made while performing the Services ("SyncWeev Materials"). (c) Deliverables. On payment in full of the fees for a deliverable, SyncWeev grants Client a perpetual, non-exclusive, non-transferable, royalty-free license to use, copy, and modify that deliverable, including any SyncWeev Materials incorporated in it, for Client's internal business purposes. Client will not resell, sublicense, or distribute SyncWeev Materials as a standalone product. (d) Client-specific content. Content created solely for Client and containing Client's Confidential Information, such as Client-specific prompts, playbooks, and field configurations, belongs to Client on payment, and SyncWeev may reuse only the general know-how reflected in it.
11. Confidentiality. "Confidential Information" means all non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Client Data and SyncWeev Materials. The receiving Party will use the other Party's Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to its personnel, subcontractors, and professional advisors who need it and are bound by confidentiality duties at least as protective as this Agreement. These duties do not apply to information that is or becomes public through no fault of the receiving Party, was lawfully known to it before disclosure, is lawfully received from a third party without a duty of confidentiality, or is independently developed without use of the other Party's Confidential Information. A Party compelled by law to disclose Confidential Information will, where legally permitted, give prompt written notice and disclose only what is required. These duties survive for 3 years after this Agreement ends, and for as long as any trade secret remains a trade secret.
12. Warranties. SyncWeev warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practice. Client's exclusive remedy for breach of this warranty, reported in writing within 30 days after the affected Services are performed, is re-performance of the nonconforming Services or, if re-performance does not cure the breach, a refund of the fees paid for them. EXCEPT AS STATED IN THIS SECTION, THE SERVICES, DELIVERABLES, AND AI OUTPUTS ARE PROVIDED AS IS, AND SYNCWEEV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT ANY SYSTEM WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
13. Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS, CLIENT'S PAYMENT OBLIGATIONS, OR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: (a) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (b) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES PAID AND PAYABLE BY CLIENT UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
14. Personnel and Subcontractors. SyncWeev may use qualified subcontractors to perform the Services. Each subcontractor will be bound in writing by confidentiality and data protection duties at least as protective as this Agreement and will assign to SyncWeev all rights in work product created for the Services, and SyncWeev remains responsible for its subcontractors' performance. During the term of this Agreement and for 12 months after it ends, Client will not directly solicit for employment or engagement any subcontractor who performed the Services, without SyncWeev's written consent; general advertisements are not solicitation.
15. Indemnification. (a) SyncWeev will defend Client against any third-party claim alleging that a deliverable, as delivered by SyncWeev, infringes a United States copyright or misappropriates a trade secret, and pay any resulting judgment or approved settlement, except to the extent the claim arises from Client Data, Client materials, Third-Party Platforms, or modifications not made by SyncWeev. (b) Client will defend SyncWeev against any third-party claim arising from Client Data, Client's use of the Services or AI outputs in violation of law or this Agreement, or Client's business decisions, and pay any resulting judgment or approved settlement. (c) The indemnified Party will give prompt written notice of the claim, allow the indemnifying Party to control the defense and settlement, and cooperate reasonably at the indemnifying Party's expense.
16. Insurance. During the term of this Agreement, SyncWeev will maintain professional liability (errors and omissions) and cyber liability insurance in commercially reasonable amounts, and will provide a certificate of insurance on request.
17. Term and Termination. This Agreement begins on the Effective Date and continues until ended under this Section. Either Party may end this Agreement or any Statement of Work for convenience on 30 days' written notice, or immediately on written notice if the other Party materially breaches and does not cure within 15 days after written notice of the breach. On termination, Client will pay for Services performed and non-cancellable expenses incurred through the termination date, SyncWeev will deliver work in progress that has been paid for, and Section 8(g) applies. Sections 5, 8, 9, 10, 11, 12, 13, 15, 17, and 18 survive termination.
18. General. Independent contractor. SyncWeev is an independent contractor, and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Governing law and venue. This Agreement is governed by the laws of the State of Oregon, without regard to its conflict-of-laws rules. Before filing suit, the Parties will attempt in good faith to resolve any dispute through direct discussion and, if that fails within 30 days, through non-binding mediation in Oregon. The Parties consent to the jurisdiction of the state and federal courts located in Washington County, Oregon, while either Party may seek injunctive relief in any court of competent jurisdiction. Assignment. Neither Party may assign this Agreement without the other Party's written consent, except that SyncWeev may assign it to an affiliate or successor to its business by written notice. Force majeure. Neither Party is liable for delay caused by events beyond its reasonable control, other than payment obligations. Notices. Notices are effective when sent by email to the addresses in the signature blocks, with a copy to any address a Party later designates in writing. Entire agreement. This Agreement, with its Statements of Work and change orders, is the entire agreement of the Parties on its subject and supersedes all prior understandings on that subject. It may be amended or waived only in a writing signed by both Parties. If any provision is held unenforceable, the remainder stays in effect. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one agreement.
Effective Date and parties. When Client accepts a proposal online, the Effective Date is the date and time of that acceptance, and Client's legal name, entity type, state of organization, address, signer, title, and notice email are as entered on the acceptance form. That form, the Statement of Work shown on the proposal page (Exhibit A), and any Subscription Order for a monthly tier (Exhibit B) are incorporated into this Agreement. SyncWeev signs by adopted electronic signature of Kirra Krussman, Member, applied when Client's payment is received, and both Parties receive a copy by email.
For the Tech Briefing, Care, and Care and Coaching tiers: the tier, start date, included services, included hours (which do not roll over), response time of 2 business days Monday through Friday Pacific time, and monthly fee are as stated on the proposal page. Fees are billed monthly in advance. Either Party may end a subscription on 30 days' written notice; fees already paid for the current month are not refunded, and the services continue through the end of that month. New connectors, systems, and workflows beyond small adjustments are scoped in a separate Statement of Work. SyncWeev may change the monthly fee on 60 days' written notice, and Client may end the subscription before the change takes effect.