Skip to content

SCALE HOLDINGS MASTER SERVICES AGREEMENT

Effective Date: January 1, 2026

This Master Services Agreement ("Agreement") is entered into between Scale Holdings, Inc., a Maine corporation ("Scale Holdings"), and the client identified in the applicable Service Order ("Client"). Scale Holdings provides services through its wholly-owned subsidiaries, including Scale Marketing LLC, d/b/a GenRevv ("GenRevv") and Scale IR LLC ("Scale IR"), as specified in each Service Order.

1. SCOPE OF AGREEMENT

This Agreement sets forth the general terms and conditions under which Scale Holdings, acting through its subsidiaries, will provide services to Client. Specific deliverables, service levels, timelines, and pricing will be defined in one or more Service Orders executed by the Parties. The subsidiary providing services under each Service Order is identified therein.

If there is any conflict between the terms of this Agreement and a Service Order, the Service Order shall govern solely with respect to that engagement. Where services include access to proprietary methodologies, including the RaiseMotion™ methodology, additional terms are set forth in Exhibit C, which shall govern with respect to the use and protection of such proprietary materials.

2. BILLING AND PAYMENT

2.1 Billing Entity. All invoices will be issued by Scale Holdings, Inc. as the centralized billing entity on behalf of its subsidiaries. The subsidiary providing services under each Service Order is identified in the invoice and Service Order for reference. Client's contractual relationship is with Scale Holdings and the applicable subsidiary as identified in the Service Order.

2.2 Fees. Fees and payment terms are defined in each Service Order. All fees are due as specified therein.

2.3 Late Payments. Late payments shall bear interest at 1.5% per month for each month the payment remains outstanding.

2.4 Payment Methods. ACH bank transfer is the default payment method. Credit card payments carry a 3% transaction fee to cover processing costs. Clients may pay via wire transfer, Ramp, Bill.com, or other methods as agreed with Scale Holdings.

2.5 Non-Cancellable Services. Except as expressly set forth in a Service Order, all Service Orders are non-cancellable once executed. In the event Client terminates any Service Order prior to its scheduled end date, Client remains obligated to pay all fees due under that Service Order as if the services had been performed through the full term, except where termination is due to Scale Holdings' material breach that remains uncured after written notice and a reasonable cure period.

2.6 Pause in Services. Client may request a pause in services. Scheduled payments will continue during any pause, and the term of the Service Order will not be extended unless otherwise agreed in writing.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall remain in effect until terminated by either Party with thirty (30) days' written notice. Termination of this Agreement will terminate all active Service Orders unless otherwise agreed in writing. Termination of a Service Order will not terminate this Agreement.

3.2 Effect of Termination. Upon termination, all payment obligations accrued prior to termination survive. Provisions relating to confidentiality, indemnification, data rights, intellectual property, post-termination obligations, and dispute resolution survive termination.

4. COMPLIANCE WITH LAW AND SECURITIES REGULATIONS

Client acknowledges and agrees that neither Scale Holdings nor its subsidiaries are "issuers" or "brokers" as defined under the Securities Act of 1933 or any related rules or regulations.

Client is solely responsible for ensuring that any solicitation conducted by Client, whether directly or indirectly through or in association with Scale Holdings or its subsidiaries, complies with all applicable laws, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, and all applicable state and federal securities laws and regulations ("Applicable Laws").

Client represents and warrants that:

  • All services performed hereunder will be compliant with Applicable Laws
  • Client will not provide Scale Holdings or its subsidiaries with any material for distribution that may constitute an "offer" under Regulation D, Rule 506(c)
  • Scale Holdings and its subsidiaries will not determine or verify the accredited investor status of any person contacted or solicited
  • Any materials prepared by Scale Holdings or its subsidiaries and sent to Client will be deemed approved by Client as compliant with Applicable Laws unless Client promptly notifies Scale Holdings in writing otherwise

5. INTELLECTUAL PROPERTY

5.1 Client-Owned Deliverables. For GenRevv engagements, upon payment of all fees, Client shall own all rights, title, and interest in deliverables created specifically for Client pursuant to the applicable Service Order, including ad creative, copy, and funnel assets. Such deliverables are considered works made for hire. Scale Holdings retains a nonexclusive, non-transferable license to use such deliverables in its portfolio and marketing materials.

5.2 Scale Holdings IP. All methodologies, frameworks, training materials, scripts, processes, playbooks, templates, and other proprietary content developed by Scale Holdings or its subsidiaries — including all RaiseMotion™ content and related assets — are and shall remain the sole and exclusive property of Scale Holdings and its subsidiaries, whether created before, during, or after the term of this Agreement.

5.3 Client License. Scale Holdings grants Client a limited, non-exclusive, non-transferable license to use deliverables produced under any Service Order for Client's internal business purposes only, and solely during the term of the applicable Service Order or as otherwise specified in an attached exhibit. This license automatically terminates upon expiration or termination of the applicable Service Order unless otherwise specified.

5.4 Derivative Works. Any derivative works based on Scale Holdings IP are deemed owned exclusively by Scale Holdings, regardless of who creates them, unless expressly agreed otherwise in writing.

5.5 Pre-Existing Materials. Each Party retains all rights to intellectual property it owned prior to this Agreement.

5.6 Unapproved Work Product. Upon expiration or termination of any Service Order, any work created by Scale Holdings or its subsidiaries that Client elected not to approve or utilize shall remain the property of Scale Holdings unless Client has paid for all rights, title, and interest to such works, which must be set out in a written addendum.

6. DATA RIGHTS AND MARKET INTELLIGENCE

6.1 Scale Holdings Data Rights. Scale Holdings and its subsidiaries retain perpetual, irrevocable, worldwide rights to aggregate, analyze, and derive intelligence from engagement data, market activity, and performance metrics generated across all client engagements and service lines. This right applies equally to data generated through GenRevv services, Scale IR services, and RaiseMotion engagements. These rights are a fundamental component of Scale Holdings' business and are not limited by the expiration or termination of any Service Order or this Agreement.

Specifically, Scale Holdings and its subsidiaries retain perpetual rights to:

  • Aggregate and analyze market engagement data across all clients in anonymized form
  • Develop and maintain proprietary scoring, analytics, and intelligence systems
  • Create and utilize derived insights and metrics for service optimization across all service lines
  • Enhance service capabilities through accumulated market knowledge
  • Develop proprietary data assets, products, and platforms based on aggregated or derived data

6.2 Client Data Ownership. Client retains ownership of:

  • Proprietary contact records provided to Scale Holdings or its subsidiaries
  • Client-specific interaction history and relationship data
  • Custom targeting criteria and preferences specific to Client

6.3 No Restriction on Use. Nothing in this Agreement shall restrict Scale Holdings or its subsidiaries from reusing anonymized or aggregated data, market intelligence, or methodologies across multiple clients, service lines, or products, provided no Client Confidential Information is disclosed in identifiable form. For the avoidance of doubt, methodologies, processes, analytics systems, scoring algorithms, and market intelligence developed by Scale Holdings or its subsidiaries shall not be considered Client Confidential Information.

6.4 Relationship to Exhibits. The data rights set forth in this Section 6 apply to all services provided under this Agreement regardless of which subsidiary performs those services. References to data rights in Exhibit B and Exhibit C are clarifying in nature and do not limit the scope of the rights granted in this Section.

7. CONFIDENTIALITY

Each Party agrees to keep the other's Confidential Information secure and not disclose it to any third party without consent, except as required by law. "Confidential Information" means all information or material that is marked as confidential or that a reasonable person would understand the disclosing party would not want disclosed publicly. Confidential Information does not include information that is publicly available through no wrongful act of the receiving party, independently developed without access to confidential information, rightfully received from a third party without restriction, or already known to the receiving party prior to disclosure.

Analytical methods, systems, aggregated data, and general market knowledge developed by Scale Holdings are not considered Client Confidential Information.

8. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Scale Holdings, its subsidiaries, and their respective officers, directors, employees, and agents from all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from Client's use of the services, breach of this Agreement, or violation of any applicable laws or regulations, except to the extent caused by Scale Holdings' gross negligence or willful misconduct.

9. NON-SOLICITATION

During the term of this Agreement and for one (1) year thereafter, neither Party shall solicit, hire, or attempt to hire the other Party's employees, contractors, or consultants without prior written consent.

10. OTHER CLIENTS

Client acknowledges that Scale Holdings and its subsidiaries may provide services to other clients, including competitors, and that Scale Holdings' market intelligence and analytics systems may be developed and applied across multiple clients. Nothing herein shall prohibit Scale Holdings from continuing to provide services to existing clients or accepting new clients, including competitors of Client, unless otherwise agreed in writing.

11. LIMITATIONS ON LIABILITY

Neither Party shall be liable for indirect, special, or consequential damages. Scale Holdings' total liability under this Agreement shall not exceed the total fees paid under the applicable Service Order, except that this limitation shall not apply to:

  • Breaches of intellectual property rights or unauthorized use of Scale Holdings' proprietary materials
  • Violations of confidentiality obligations
  • Violations of post-termination restrictions or removal obligations as set forth in any Service Order or exhibit
  • Client's breach of representations and warranties regarding securities law compliance

For such excepted matters, Scale Holdings may seek all available remedies at law or in equity, including injunctive relief, actual damages including consequential damages, and recovery of attorneys' fees and costs.

12. TIMELINESS OF CLAIMS

Any claim arising from or relating to this Agreement must be commenced within eighteen (18) months after the event giving rise to the claim, except that claims relating to intellectual property infringement, unauthorized use of proprietary materials, violations of post-termination obligations, or breaches of confidentiality may be brought within eighteen (18) months after discovery of such breach or violation. The Parties waive the right to file any claim under a longer statute of limitations.

13. DISPUTE RESOLUTION

Any disputes shall be resolved through thirty (30) days of good faith negotiation, and if unsuccessful, by binding arbitration in Portland, Maine before a mutually agreed arbitrator under the rules of the American Arbitration Association. The prevailing party in any arbitration or litigation shall be entitled to recover reasonable attorneys' fees, court costs, and other expenses.

Scale Holdings' right to seek immediate injunctive relief for breaches of intellectual property, confidentiality, or post-termination obligations shall not be subject to arbitration and may be pursued in any court of competent jurisdiction.

14. GOVERNING LAW AND VENUE

This Agreement shall be governed by the laws of the State of Maine, without regard to conflicts of law principles. The Parties agree to submit any disputes to the exclusive jurisdiction of the courts in Maine.

15. GENERAL PROVISIONS

15.1 Force Majeure. Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, including natural disasters, acts of God, war, terrorism, pandemic, governmental actions, or other events beyond the affected Party's control, provided the affected Party gives prompt written notice and uses best efforts to resume performance.

15.2 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 No Construction Against Drafter. This Agreement is the result of negotiation between the Parties and shall not be construed against either Party as drafter.

15.4 Assignment. Either Party may assign this Agreement without the prior written consent of the other Party, provided that any assignment by Client shall not relieve Client of its obligations hereunder.

15.5 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

15.6 Entire Agreement; Amendments. This Agreement, together with all executed Service Orders and attached exhibits, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

15.7 Notices. All notices shall be in writing and delivered to the addresses set forth in the applicable Service Order.

EXHIBIT A — GENREVV SERVICES TERMS

This Exhibit A applies to all Service Orders for GenRevv services provided by Scale Marketing LLC, d/b/a GenRevv, a subsidiary of Scale Holdings, Inc.

A.1 Service Provider. Services under this Exhibit are provided by Scale Marketing LLC, d/b/a GenRevv. Invoices will be issued by Scale Holdings, Inc. on behalf of Scale Marketing LLC.

A.2 Covered Services. GenRevv services include paid media management, funnel development for investor acquisition, webinar marketing, newsletter development and distribution, and organic social media. Additional services may be defined in individual Service Orders.

A.3 Deliverable Ownership. Upon payment in full of all fees under the applicable Service Order, Client owns all deliverables created specifically for Client, including ad creative, copy, email sequences, and funnel assets, as set forth in Section 5.1 of this Agreement.

A.4 Ad Spend. Client is responsible for all third-party ad spend. Unless otherwise specified in a Service Order, ad spend is paid directly by Client to the applicable platform and is not included in GenRevv's service fees.

A.5 Performance. GenRevv does not guarantee specific performance outcomes, including investor leads, conversions, or capital raised. GenRevv will use commercially reasonable efforts to optimize campaign performance based on available data.

A.6 Client Responsibilities. Client is responsible for timely provision of all materials, approvals, and access required for GenRevv to perform services. Delays caused by Client may affect timelines and will not excuse Client's payment obligations.

A.7 Securities Compliance. Client's obligations under Section 4 of this Agreement apply fully to all GenRevv engagements. Client acknowledges that GenRevv's paid media and funnel services are directed toward investor acquisition and that Client bears sole responsibility for ensuring all solicitation activity complies with Applicable Laws, including Regulation D and any applicable state securities laws.

A.8 Data Rights. GenRevv's data rights are governed by Section 6 of this Agreement, which applies to all Scale Holdings service lines.

EXHIBIT B — SCALE IR SERVICES TERMS

This Exhibit B applies to all Service Orders for Scale IR services provided by Scale IR LLC, a subsidiary of Scale Holdings, Inc.

B.1 Service Provider. Services under this Exhibit are provided by Scale IR LLC. Invoices will be issued by Scale Holdings, Inc. on behalf of Scale IR LLC.

B.2 Covered Services. Scale IR services include investor relations engagement, coaching, and operations support. Additional services may be defined in individual Service Orders.

B.3 Scale IR IP. All Scale IR methodologies, frameworks, training materials, scripts, processes, playbooks, and content — including all RaiseMotion™ content and related assets — remain the sole and exclusive property of Scale IR LLC as set forth in Section 5.2 of this Agreement.

B.4 Securities Compliance. Client's obligations under Section 4 of this Agreement apply fully to all Scale IR engagements.

B.5 Data Rights. Scale IR's data rights are governed by Section 6 of this Agreement, which applies to all Scale Holdings service lines.

EXHIBIT C — RAISEMOTION™ LICENSE AND IMPLEMENTATION RIDER

This Exhibit C applies to all Service Orders that include access to the RaiseMotion™ methodology and is incorporated into and governed by this Agreement. In the event of any conflict between this Exhibit and the Agreement, this Exhibit controls with respect to RaiseMotion™ IP and related services.

C.1 RaiseMotion IP Defined.

"RaiseMotion IP" means all proprietary materials, systems, and methodologies developed by Scale IR LLC under the RaiseMotion™ brand, including:

  • Methodology and framework, including opportunity stage definitions, pipeline management protocols, and meeting preparation frameworks
  • Playbooks and scripts, including Discovery Meeting Playbook, Value Confirmation Meeting Playbook, Farmer Role Playbook, and all associated call scripts and conversation guides
  • Templates and content, including post-meeting email, phone, and SMS templates, nurture sequence templates, outreach sequences, and all other standardized communication templates
  • Implementation materials, including CRM configuration specifications, automation workflows, pipeline stage configurations, deal advancement criteria, and hygiene tag systems
  • Training and documentation, including workshop materials, coaching frameworks, and all RaiseMotion™ guides and reference materials
  • Analytics and reporting, including IR performance KPI definitions, pipeline hygiene KPI systems, and custom reporting frameworks
  • The RaiseMotion™ trademark, name, branding, and all derivatives, modifications, and enhancements

C.2 Ownership. RaiseMotion IP is the exclusive property of Scale IR LLC. Nothing in this Agreement transfers ownership of RaiseMotion IP to Client. RaiseMotion IP constitutes valuable trade secrets and confidential information of Scale IR LLC.

C.3 License Grant. Subject to Client's compliance with all payment obligations and the terms of this Exhibit, Scale IR LLC grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use RaiseMotion IP solely during the License Term, solely for Client's internal investor relations operations, and solely as contemplated by the applicable Service Order.

The License Term commences upon execution of the applicable Service Order and terminates automatically upon expiration or termination of all RaiseMotion-related Service Orders, or immediately upon Client's material breach of this Exhibit.

C.4 License Restrictions. Client shall not, and shall ensure its employees, contractors, and agents do not:

  • Copy, reproduce, or duplicate RaiseMotion IP except as strictly necessary for authorized internal use
  • Distribute, share, or disclose RaiseMotion IP to any third party without Scale IR's prior written consent
  • Modify, alter, or create derivative works based on RaiseMotion IP
  • Combine RaiseMotion IP with other methodologies to create hybrid systems
  • Use RaiseMotion IP to provide consulting, training, or advisory services to third parties
  • License, sell, or commercialize RaiseMotion IP in any form
  • Use the RaiseMotion™ trademark or branding without Scale IR's prior written consent
  • Remove or alter any copyright, trademark, or proprietary notices on RaiseMotion materials

C.5 Employee Training Obligations. Client shall inform all employees and contractors with access to RaiseMotion IP of its confidential and proprietary nature, require compliance with the restrictions in this Exhibit, obtain written confidentiality agreements from such individuals, and be responsible for any breaches of this Exhibit by Client's employees, contractors, or agents.

C.6 CRM Implementation. All RaiseMotion-based CRM configurations, workflows, automations, fields, and structures constitute RaiseMotion IP and are licensed to Client, not owned by Client. Client may not export, copy, or replicate these implementations for use outside the scope of this license.

C.7 Post-Termination Obligations. Upon expiration or termination of the License Term, Client shall immediately cease all use of RaiseMotion IP, and within thirty (30) days return or certify destruction of all physical and electronic copies of RaiseMotion materials, and within sixty (60) days remove all RaiseMotion-based CRM configurations, workflows, automations, pipeline stages, and reporting frameworks. Client may retain contact records, interaction history, deal records, and Client's own custom data fields not derived from RaiseMotion IP.

C.8 Knowledge Exception. Nothing in Section C.7 restricts Client or its employees from using general skills, knowledge, or experience gained during the engagement, provided such use does not involve reproduction or systematic application of RaiseMotion IP, disclosure of confidential or proprietary aspects of RaiseMotion methodology, or commercial exploitation of RaiseMotion concepts or frameworks.

C.9 Non-Competition and Non-Commercialization. During the License Term and for two (2) years following termination, Client agrees not to develop, market, license, or sell investor relations methodologies, frameworks, or consulting services that are based on, derived from, or substantially similar to RaiseMotion IP, create or offer training programs or coaching services that incorporate RaiseMotion IP, or provide consulting or advisory services to third parties using RaiseMotion concepts or frameworks.

This Section does not prohibit Client from operating its business using general industry practices, hiring employees with general investor relations experience, or developing proprietary systems that do not incorporate or derive from RaiseMotion IP.

C.10 Audit Rights. Scale IR LLC reserves the right, upon thirty (30) days' written notice, to audit Client's use of RaiseMotion IP to verify compliance with this Exhibit, no more than once per year during the License Term and within one hundred eighty (180) days following termination. Client shall provide reasonable access to systems, documentation, and personnel. If material violations are discovered, Client shall bear the cost of the audit and cure violations within thirty (30) days of written notice.

C.11 Enhanced Remedies. Notwithstanding the limitations on liability in Section 11 of this Agreement, those limitations do not apply to Client's breach of Sections C.4, C.7, or C.9, unauthorized disclosure or commercialization of RaiseMotion IP, or infringement of Scale IR's intellectual property rights. For such violations, Scale IR may recover actual damages without limitation, consequential damages including lost profits, attorneys' fees, and injunctive relief without posting bond.

C.12 Injunctive Relief. Client acknowledges that any breach of this Exhibit would cause immediate and irreparable harm to Scale IR for which monetary damages would be inadequate. Scale IR is entitled to seek immediate injunctive relief in any court of competent jurisdiction without posting bond, proving actual damages, or awaiting arbitration.

C.13 Additional Indemnification. In addition to Client's indemnification obligations under Section 8 of this Agreement, Client shall indemnify Scale IR LLC from all claims, damages, liabilities, costs, and expenses arising from Client's breach of this Exhibit, unauthorized use or commercialization of RaiseMotion IP, or violation of post-termination obligations.

C.14 Feedback. Client may provide suggestions or feedback regarding RaiseMotion IP. Scale IR shall have a royalty-free, worldwide, perpetual license to use and incorporate any such feedback into RaiseMotion IP without obligation to Client.

C.15 Survival. The following sections of this Exhibit survive expiration or termination: C.2 (Ownership), C.7 (Post-Termination Obligations), C.9 (Non-Competition) for the periods specified, C.10 (Audit Rights) for 180 days post-termination, C.11 (Enhanced Remedies), C.12 (Injunctive Relief), and C.13 (Additional Indemnification).

ACCEPTANCE

By clicking "Accept" or executing a Service Order that incorporates this Agreement, Client agrees to be bound by all terms of this Master Services Agreement including Exhibits A, B, and C as applicable to the services purchased. Client represents that the individual accepting this Agreement has authority to bind Client.

This Agreement is entered into between Client and Scale Holdings, Inc., a Maine corporation, billing on behalf of its wholly-owned subsidiaries Scale Marketing LLC d/b/a GenRevv and Scale IR LLC.

Scale Holdings, Inc. 28 State Street, Suite 4 Gorham, ME 04038 legal@scaleholdings.com