MASTER SERVICE AGREEMENT

THIS MASTER SERVICE AGREEMENT ("MSA"), together with all Statements of Work executed hereunder (collectively, the "Agreement") is entered by and between MISTR STUDIOS INC., a corporation registered in Montreal, Quebec, Canada (hereinafter "MISTR STUDIOS") and you or your company (in either case, hereinafter "Client"), and sets forth the terms and conditions that govern Client's use of MISTR STUDIOS' Services (as defined below). MISTR STUDIOS and Client may also be individually referred to herein as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, MISTR STUDIOS is in the business of providing creative services including branding, videography, photography, content creation, website design, consulting, and marketing strategies;

WHEREAS, Client desires to engage MISTR STUDIOS to provide certain Services and MISTR STUDIOS desires to provide the same;

WHEREAS, the Parties have agreed to the terms of the Statement(s) of Work incorporated by reference herein;

NOW, THEREFORE, for good and adequate consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree to be legally bound as follows:

1. DEFINITIONS

The Parties agree that, when used in capitalized form herein, the following terms shall have the following meanings unless they are otherwise defined in the MSA or Statement of Work:

1.1. Client Materials shall mean any and all information, content, materials, assets, and data provided by Client to MISTR STUDIOS for the purpose of performing the agreed upon Services.

1.2. Client Third-Party Materials shall mean any content, materials, or assets which Client has obtained from a third-party and which is then provided to MISTR STUDIOS for use in performing the Services.

1.3. MISTR STUDIOS Materials shall mean any pre-existing materials, tools, methodologies, software, and content owned by MISTR STUDIOS prior to the Agreement that are used in performing the Services.

1.4. MISTR STUDIOS Third-Party Materials shall mean any content, materials, or assets which MISTR STUDIOS has obtained from third parties for use in performing the Services.

1.5. Custom Developed Materials shall mean all materials created by MISTR STUDIOS specifically for Client during the term of this Agreement.

1.6. Retained Components shall mean all pre-existing intellectual property of MISTR STUDIOS including but not limited to methodologies, tools, templates, and workflows.

1.7. Services shall mean all services and deliverables provided by MISTR STUDIOS to Client as specified in any Statement of Work.

1.8. Technology shall mean all technical, creative, and business processes, methodologies, and tools used in providing the Services.

1.9. Statement of Work or "SOW" shall mean any executed document detailing specific projects, deliverables, timelines, and fees.

2. SCOPE OF SERVICES

2.1. Nature of Services. MISTR STUDIOS shall provide creative services including but not limited to:

• Branding and identity design

• Videography and photography

• Content creation and strategy

• Website design and development

• Marketing consulting and strategy

• Other creative services as specified in the SOW

2.2. Client Responsibilities. Client agrees to:

• Provide timely feedback and approvals

• Supply necessary assets and materials

• Participate in required meetings and reviews

• Grant access to systems and information needed

• Pay all fees and expenses as agreed

2.3. Availability & Workload. MISTR STUDIOS will make commercially reasonable efforts to maintain regular communication and meet project timelines. Response times may vary based on current workload and project priorities.

2.4. Change Orders. Any modifications to project scope, deliverables, timeline, or budget must be documented in a written Change Order signed by both parties.

3. MEETINGS, COMMUNICATION & REVIEW PROCESS

3.1. Meeting Attendance. If Client fails to attend a scheduled meeting without 24-hour advance notice, MISTR STUDIOS reserves the right to charge for the missed session at standard hourly rates.

3.2. Review Timeline. Client shall review and provide feedback on deliverables within 5 business days. If no feedback is received within this period, deliverables will be deemed approved.

3.3. Review Platforms. Client agrees to participate in content review using any medium specified by MISTR STUDIOS, which may include but is not limited to Capture One Live, digital proofing platforms, online collaboration tools, in-person reviews, video conferences, or any other review method deemed appropriate for the project.

4. FEES, PAYMENT & EXPENSES

4.1. Payment Terms. All invoices are due within 3 business days of receipt unless otherwise specified in the SOW.

4.2. Late Payment. Past due amounts shall accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.3. Project Expenses. Client shall reimburse MISTR STUDIOS for all reasonable project-related expenses including but not limited to:

• Web hosting and domain registration

• Software licenses and subscriptions

• Stock assets and fonts

• Travel and accommodation

• Printing and production costs

4.4. Taxes. Client is responsible for all applicable taxes, except taxes on MISTR STUDIOS' income.

5. PROPRIETARY RIGHTS

5.1. Ownership of Deliverables. Upon full payment, Client shall own all rights to the final deliverables created specifically for Client as detailed in the SOW.

5.2. MISTR STUDIOS Rights. MISTR STUDIOS shall retain ownership of:

• All pre-existing intellectual property

• Tools, templates, and methodologies

• General knowledge and experience gained

• Any unused or rejected concepts

6. CONFIDENTIALITY

6.1. Mutual Confidentiality. Each party agrees to keep confidential all non-public information received from the other party, including but not limited to:

• Business and marketing plans

• Technical specifications

• Customer and vendor lists

• Pricing and financial information

• Trade secrets and proprietary information

6.2. Exceptions. Confidentiality obligations do not apply to information that:

• Was already known prior to disclosure

• Is or becomes publicly available

• Is independently developed

• Is received from a third party without restriction

7. DISCLAIMERS

7.1. Warranty Disclaimer. Services are provided "as-is" without warranty of uninterrupted or error-free operation.

7.2. Warranty Period. MISTR STUDIOS will correct errors reported before final project approval. MISTR STUDIOS is not liable for issues caused by Client's misuse or modification of deliverables.

8. LIMITATION OF LIABILITY & INDEMNIFICATION

8.1. Liability Cap. MISTR STUDIOS' total liability shall not exceed the amount paid for the specific service giving rise to the claim.

8.2. Client Indemnification. Client shall indemnify MISTR STUDIOS against claims arising from:

• Client's misuse of deliverables

• Client-provided materials

• Client's breach of this Agreement

8.3. MISTR STUDIOS Indemnification. MISTR STUDIOS shall indemnify Client against third-party claims alleging that the Services infringe intellectual property rights.

9. DISPUTE RESOLUTION

9.1. Governing Law. This Agreement shall be governed by Quebec law.

9.2. Arbitration. All disputes shall be resolved through binding arbitration in Montreal, Quebec.

9.3. Legal Fees. The prevailing party shall be entitled to recover reasonable attorney fees.

10. MISCELLANEOUS

10.1. Force Majeure. Neither party shall be liable for delays caused by circumstances beyond reasonable control.

10.2. Non-Solicitation. Client shall not hire MISTR STUDIOS employees or contractors for one year post-contract.

10.3. Modifications. Any modifications to this Agreement must be in writing and signed by both parties.

IN WITNESS WHEREOF, the Parties have executed this Master Service Agreement as of the date first above written.

MISTR STUDIOS INC.