ADDENDUM TO MASTER SERVICE AGREEMENt

Love it Guarantee Terms & Conditions

Parties: Dative, Inc. ("Dative") and Client as defined in the Master Service Agreement ("MSA") and Scope of Work ("SOW").

1. INCORPORATION AND PRECEDENCE

This Addendum supplements and modifies the MSA between the parties. In the event of any conflict between this Addendum and the MSA, the terms of this Addendum shall control solely with respect to the Love It Guarantee provisions. All other terms of the MSA remain in full force and effect.

2. LOVE IT GUARANTEE SCOPE AND ELIGIBILITY

2.1 Eligible Projects. The Love It Guarantee applies only to:

Website design and development projects with a minimum value of $10,000
Projects specifically designated as "Love It Guarantee Eligible" in the Statement of Work

2.2 Excluded Projects. The guarantee does NOT apply to:

Maintenance, hosting, or ongoing support services
Third-party integrations, plugins, or licensing fees
Projects involving pre-existing websites or significant legacy content migration
Rush projects with timelines under 30 days
Projects where Client fails to meet obligations under Section 6.1 of the MSA

3. GUARANTEE TERMS

3.1 Guarantee Period. The Love It Guarantee may be invoked at any time during the design and development process up to, but not including, the website launch date. Launch occurs when:

Client provides written approval for website to go live, OR
Website is transferred to Client's hosting environment, OR
30 days after final deliverable acceptance without Client objection

3.2 Refund Commitment. If properly invoked under this Addendum, Dative will refund 100% of fees paid for the specific project, excluding:

Third-party costs, licenses, hosting fees, or other pass-through expenses
Travel expenses previously incurred and approved
Change order work performed outside original scope
Any work performed after guarantee period expires

4. INVOCATION REQUIREMENTS AND PROCEDURES

4.1 Good Faith Participation Prerequisite. To be eligible for the guarantee, Client must:

Attend all scheduled review meetings and provide feedback within agreed timeframes
Respond to Dative requests for information within 5 business days
Provide all required content and materials as specified in SOW
Participate constructively in the design process for minimum of 45 days

4.2 Written Invocation Required. To invoke the guarantee, Client must:

Provide written notice via certified mail or email to Dative's designated contact
Specifically reference the "Love It Guarantee" and this Addendum
Provide detailed explanation of dissatisfaction with specific deliverables
Allow Dative 10 business days to propose solutions before guarantee becomes effective

4.3 Cure Period. Upon receiving invocation notice, Dative may:

Propose specific modifications to address Client concerns
Offer additional revisions within original scope
If Client rejects proposed solutions within 10 business days, guarantee becomes effective

5. LIMITATIONS AND EXCLUSIONS

5.1 Scope Change Exclusion. The guarantee is void if:

Client requests changes exceeding 15% of original project value
Client materially changes project requirements after 50% project completion
Client fails to provide required content or feedback causing project delays exceeding 30 days

5.2 Subjective Standards. "Love" is defined as Client's reasonable satisfaction with deliverables meeting the specifications in the SOW and industry standards for similar projects. Dative reserves the right to require Client to demonstrate specific, material deficiencies in deliverables.

5.3 Bad Faith Exclusion. The guarantee is void if Dative reasonably determines Client is acting in bad faith, including:

Requesting refund to obtain free design work for use elsewhere
Failing to provide feedback or participate in process with intent to invoke guarantee
Making unreasonable demands beyond SOW scope

6. REFUND PROCESS AND INTELLECTUAL PROPERTY

6.1 Refund Timeline. Upon effective guarantee invocation:

Dative will process refund within 30 business days
Client must return or destroy all deliverables and materials
All intellectual property rights remain with Dative

6.2 Intellectual Property Forfeiture. If guarantee is invoked:

Client receives no rights to any designs, code, content, or materials created
Client may not use, reproduce, distribute, or create derivative works from any project materials
Client must provide written certification of material destruction/return

6.3 Confidentiality Obligations Continue. All confidentiality obligations under Section 8 of the MSA remain in effect regardless of guarantee invocation.

7. LIMITATION OF LIABILITY MODIFICATION

7.1 Guarantee Exception. Notwithstanding Section 11.3 of the MSA, Dative's maximum liability for eligible guarantee refunds shall not exceed the total fees paid by Client for the specific project invoking the guarantee.

7.2 Consequential Damages Exclusion Maintained. The guarantee does not create liability for any indirect, incidental, special, consequential, or punitive damages, which remain excluded per the MSA.

8. MARKETING AND PROMOTIONAL RIGHTS

8.1 Guarantee Marketing. Client acknowledges Dative may reference the Love It Guarantee in marketing materials and that successful project completion may be used in Dative's promotional materials per MSA Section 7.2.

8.2 Non-Disparagement Enhanced. Client agrees not to make any public statements about invoking the guarantee or project dissatisfaction without first following the cure period process in Section 4.3.

9. DISPUTE RESOLUTION

9.1 Arbitration Requirement. Any disputes regarding guarantee eligibility, invocation, or refund amounts shall be resolved through binding arbitration in Massachusetts under AAA Commercial Arbitration Rules.

9.2 Preliminary Injunction Rights. Dative retains rights to seek immediate injunctive relief for any unauthorized use of intellectual property following guarantee invocation.

10. MISCELLANEOUS

10.1 One-Time Use. Each Client entity may invoke the Love It Guarantee maximum once per calendar year across all projects.

10.2 Severability. If any provision of this Addendum is deemed unenforceable, the remainder shall remain in effect.

10.3 Amendment. This Addendum may only be modified by written agreement signed by both parties.