> Adopted from build brief Appendix I (Oct 2026). Working draft for counsel review. Bracketed [[values]] are Ops settings. ## APPENDIX I — Client Master Services Agreement v2 (draft) *Source file: `trellis-client-master-services-agreement-v2-draft.md`* ### Trellis Compliance™ — Client Master Services Agreement (MSA) **Document Type:** Client Terms of Service & Master Services Agreement (v2 draft for counsel review) **Service Provider:** Hortiki Plants LLC d/b/a Trellis Compliance ("Trellis," "we," or "us"), a limited liability company registered in the District of Columbia and the State of Maryland (primary jurisdiction: District of Columbia) **Notices Address:** Hortiki Plants LLC, 712 H St NE, Unit #5053, Washington, DC 20002 · Email: info@trelliscompliance.co **Effective Date:** The earliest of Client's digital signature, checkout acceptance, or Project Kickoff (the "Effective Date") *Bracketed text in [[double brackets]] is a placeholder or an open business decision. See "Drafting Notes for Counsel" at the end.* --- #### RECITALS **WHEREAS**, Trellis operates a technology platform that connects science-driven startups, small businesses, AgTech and FoodTech innovators, and program participants with credentialed, independent scientific reviewers, toxicologists, and regulatory specialists ("Network Experts") to perform independent peer evaluations ("Peer Reviews") of safety dossiers, laboratory Certificates of Analysis ("CoAs"), product documentation, and regulatory filings; and **WHEREAS**, the entity accepting these terms ("Client") wishes to engage Trellis for productized compliance reviews and related deliverables on the terms below. **NOW, THEREFORE**, Trellis and Client agree as follows: --- #### 1. DEFINITIONS AND STRUCTURE OF THIS AGREEMENT ##### 1.1 Key Terms - **"Order Form"** means a checkout confirmation, quote, invoice, or signed order that identifies the service, price, and any special terms. Each Order Form is governed by this Agreement. - **"Services"** means the productized reviews, audits, dossiers, add-ons, ResponseShield™ coverage, subscriptions, and related work described in an Order Form. - **"Client Materials"** means all files, data, and information Client or its representatives upload or provide to Trellis, including formulations, batch records, CoAs, specifications, ingredient lists, labels, and correspondence. - **"Deliverables"** or **"Work Product"** means the final reports, tables, 360° Executive Decision Suite™ materials, audio verification briefs, and summaries Trellis delivers to Client under an Order Form. - **"Project Kickoff"** means the moment Trellis has (a) received payment or authorization as described in Section 3, (b) confirmed expert capacity, and (c) released the Client Materials to an assigned Network Expert. - **"Business Day"** means a day other than a Saturday, Sunday, or U.S. federal holiday. - **"Sponsor"** means a third party (for example, an incubator, accelerator, lender, economic development agency, or technical-assistance program) that pays for or subsidizes Services for Client. See Section 3.6. ##### 1.2 Order of Precedence If documents conflict, the order is: (1) a written Order Form signed by both parties that expressly refers to the section being changed; (2) this Agreement; (3) any other Order Form or checkout page. Client's own purchase order or vendor terms do not modify this Agreement, even if Trellis processes them. ##### 1.3 Changes to These Terms Trellis may update this Agreement for future orders by posting the new version and emailing Client at its account email at least [[30]] days before it takes effect. A change does not alter an Order Form already paid for, unless the change is required by law. --- #### 2. SERVICES AND DELIVERABLE SCOPE ##### 2.1 Productized Sprints and Scope Trellis will deliver the specific package, diagnostic audit, readiness review, safety dossier, or other offer Client selects at checkout or in an Order Form. The scope for each offer is the scope stated on the offer page or Order Form at the time of purchase, including the Client Materials and jurisdictions it covers. Anything not stated in scope is out of scope (see Section 7). ##### 2.2 The Trellis Peer Review Methodology Trellis uses platform automation, including DataLattice™ for extracting laboratory data and Statutory Core™ for pre-filling statutory codes and jurisdiction maps, to prepare files for expert review. Credentialed Network Experts then act as independent peer reviewers to: 1. Review Client's laboratory files and CoAs against the governing agency limits and standards that are within the stated scope (for example FDA, EPA, USDA, AAPFCO, CPSC, or state agencies). 2. Check statutory classifications, ingredient safety thresholds, and testing method validity. 3. Identify material data gaps, unaccredited laboratory methods, or missing documentation or panels. 4. Prepare the Deliverables, which may include a recorded audio walkthrough of key findings. Trellis staff review each Deliverable against Trellis's quality standards before release to Client. ##### 2.3 Automation and AI Disclosure Client understands that Trellis uses automated and artificial-intelligence tools for data extraction, pre-filling, and discrepancy alerts. Every Deliverable is reviewed by a human Network Expert and by the Trellis Operations Team before release. Automated tools run inside Trellis's private platform environment and Client Materials are not used to train public or third-party models (see Section 9). ##### 2.4 Independent Experts; Reviewer Confidentiality Network Experts are independent contractors of Trellis, not employees of Client. Trellis selects, assigns, and may replace Network Experts at its discretion, and will screen each assignment for conflicts of interest. Reviewer identities are confidential. Client will see a reviewer's anonymized ID and credentials, and may request an access summary as described in Section 9.4. Client may tell Trellis in writing about a possible conflict with an assigned reviewer, and Trellis will consider the concern in good faith. Trellis, not the Network Expert, is the party responsible to Client for the Services. Network Experts are located around the world and work under the same confidentiality, vetting, and access rules wherever they are located. ##### 2.5 Service Timelines Trellis will deliver Deliverables within the turnaround window published for the offer or stated in the Order Form (for example, three (3) weeks / fifteen (15) Business Days for standard dossiers). The window begins on Project Kickoff and is subject to: (a) Client's timely delivery of complete, legible, and unaltered Client Materials; (b) Client's timely responses to questions; and (c) the pause rules in Section 4. Stated turnaround times are targets that Trellis commits to meet in good faith, not a guarantee of any regulatory outcome. [[OPTIONAL SERVICE CREDIT: If Trellis misses the delivery date by more than five (5) Business Days for reasons other than Client delay, a pause under Section 4, a Force Majeure Event, or an agency or third-party delay, Client's sole remedy is a credit of [[10]]% of the fee for that Service toward a future Trellis purchase.]] ##### 2.6 Services Not Provided Trellis is a scientific peer-review and documentation platform. Trellis and its Network Experts do not: (a) provide legal advice, and no attorney-client relationship is created; (b) act as Client's attorney, agent, or regulatory counsel of record; (c) perform laboratory testing, certify products, or issue any certificate on Client's behalf; (d) act as an accredited laboratory, a third-party conformity assessment body, or an audit body such as a food safety or facility auditor; or (e) file anything with an agency or retailer on Client's behalf unless an Order Form says so. Client remains responsible for its own product, its own certificates and filings, and its own legal and regulatory decisions, and should consult its own legal counsel as it sees fit. --- #### 3. PRICING, FEES AND PAYMENT ##### 3.1 Fixed Flat-Fee Pricing Services are sold on a fixed, flat-fee basis in U.S. dollars. Trellis will not bill hourly overages or add undisclosed administrative fees to a project. The following are not included in flat fees unless an Order Form says otherwise: applicable taxes; third-party laboratory testing or accreditation fees; government or agency filing fees; retailer or marketplace fees; translation; and any scope listed as an add-on in Section 7. Prices may change for future orders. A price shown on an Order Form is fixed for that Order Form. ##### 3.2 Payment Schedule - **Standard Packages (under $10,000):** 100% due at checkout before Project Kickoff. - **Enterprise Dossiers and Panels ($10,000 and above):** Unless the Order Form says otherwise, 50% at Project Kickoff, 25% on delivery of the CoA Audit Table, and 25% on final Deliverable release. Trellis may hold release of the final Deliverable until the final installment is paid. - **Subscriptions:** See Section 8. ##### 3.3 Capacity Authorization Hold Card payments at online checkout are first authorized (not captured) for up to forty-eight (48) business hours so that Trellis Operations can confirm expert capacity. If Trellis confirms capacity, the payment is captured and the project begins. If Trellis cannot staff the project, the authorization is released and Client owes nothing. Your bank controls how long a released authorization takes to disappear from your statement. ##### 3.4 Payment Processing; Chargebacks Payments are processed by Stripe or another payment processor Trellis selects. Trellis does not store full card numbers. If Client disputes a charge with its bank without first contacting Trellis about it, Trellis may pause work and withhold Deliverables until the dispute is resolved. Client agrees to contact info@trelliscompliance.co first. ##### 3.5 Invoices and Payment Timing Trellis does not extend credit. An invoice is a request for payment, not a promise to start work first. (a) **Starting payment:** For any order paid by invoice, Project Kickoff (and, for a Sponsor-paid seat, work on that seat) begins only after Trellis has received the payment due at kickoff under Section 3.2 and the information Trellis needs from Client. (b) **Invoice due date:** a starting-payment invoice is due within [[30]] days of the invoice date; if it is not paid by then, the Order Form expires and Trellis may re-quote it. Trellis holds the price until the due date but does not reserve expert capacity until payment is received. (c) **Later installments:** an installment under Section 3.2 that falls due after kickoff is due within [[14]] days of Trellis's notice that the milestone is complete; Trellis may pause work and hold the final Deliverable until it is paid. (d) **Late amounts:** overdue installments may bear a late charge of [[1]]% per month or the highest lawful rate, whichever is lower, and Trellis may suspend Services on [[10]] days' written notice for non-payment. [[Counsel: confirm late-charge and suspension wording; confirm that an invoice that expires without payment creates no obligation for Client.]] ##### 3.6 Sponsor-Paid and Cohort Orders If a Sponsor pays for Services, then: (a) the Sponsor's payment satisfies Client's fees for that Order Form; (b) Client remains bound by this Agreement, including Sections 5 (cancellation), 9 (confidentiality), and 14 (liability); (c) the Sponsor may receive only the information Client has authorized in writing, such as the fact that a project was started or completed, the service type, and aggregate or de-identified program reporting, and will not receive Client Materials or Deliverables without Client's written consent; (d) if a Sponsor fails to pay, Trellis may pause the Services, and Client may continue by paying the balance directly; and (e) the Sponsor's agreement with Trellis may add commercial terms, but cannot reduce Client's confidentiality protections under this Agreement; (f) work on a seat begins when Trellis has received payment and the Client's information for that seat; (g) a Sponsor may reassign an unused seat to another Client; only the Sponsor may change the offer on a seat, and any price difference is paid by or credited to the Sponsor; and (h) if a seat is not started, the Sponsor's refund or credit rights are as stated in the Order Form: [[full refund on request within 30 days of purchase if no seat has started, less payment processing fees; after that a credit valid for 12 months, or a refund less the administrative fee in Section 5]]. ##### 3.7 Taxes Client is responsible for sales, use, and similar taxes, if any, other than taxes on Trellis's income. --- #### 4. INTAKE FILE INTEGRITY AND DATA DEFECT PROTOCOL ##### 4.1 Automated Pre-Check When Client uploads CoAs, formulation sheets, or safety files, the platform runs checks for resolution, text legibility, required panels, and document completeness. A passed check does not mean the files are scientifically adequate; that is determined in expert review. ##### 4.2 Data Defect Notice and Clock Pause If Trellis or an assigned reviewer finds corrupted, illegible, missing, altered, inconsistent, or unaccredited laboratory files during early inspection (generally days 1–2): 1. Trellis will send a **Data Defect Notice**, and the turnaround clock is **paused** from that moment until complete replacement files are received. 2. Client has **seven (7) calendar days** from the notice to upload clean, legible, complete files at no additional charge. Trellis may extend this period in writing, up to a total of fourteen (14) calendar days from the notice. 3. Alternatively, Client may purchase the **Concierge Data Structuring VA Service ($300)** to have Trellis staff format raw laboratory data sheets. Concierge service formats data only and does not correct or create data. ##### 4.3 Client Responsibilities for Client Materials Client represents and agrees that: (a) it has the right and authority to provide the Client Materials and to authorize Trellis and its Network Experts to review them; (b) the Client Materials are complete, genuine, and unaltered copies of what they purport to be, and Client has not changed, backfilled, or fabricated any laboratory record; (c) Client will promptly tell Trellis about errors it discovers, changes to its product or formulation, or new test results during the project; (d) Client will not upload protected health information, government identification numbers, payment card numbers, classified information, or export-controlled technical data or controlled unclassified information, unless an Order Form specifically allows it; and (e) Client is not a person or entity with whom U.S. law prohibits Trellis from doing business. Trellis's work is only as reliable as the Client Materials, and Trellis is not responsible for conclusions that depend on incomplete, inaccurate, or altered Client Materials. --- #### 5. CANCELLATION, REFUND AND ABANDONMENT ##### 5.1 Before Project Kickoff Client may cancel any order before Project Kickoff and receive a full refund of amounts paid, less any non-refundable card processing costs [[confirm whether Trellis will absorb these]]. An authorization released under Section 3.3 is not a charge. ##### 5.2 After Project Kickoff Once Project Kickoff has occurred, fees are non-refundable, because platform processing and expert time are committed at that point. Section 5.4 (Trellis-side failures) and Section 6.2 (Fix-It remedy) are the only exceptions. ##### 5.3 Client Data Abandonment If a project is paused under Section 4.2 and Client does not provide valid replacement files within the period in Section 4.2 (up to fourteen (14) calendar days from the notice): 1. The project is deemed **Abandoned by Client**, and the Services end. 2. Trellis retains a **twenty percent (20%) platform administrative fee** of the project fee. 3. Trellis pays the assigned Network Expert an evaluation stipend for the work performed to that point, which Trellis deducts from the remaining fee. The stipend will not exceed [[__]]% of the project fee. [[Counsel: tie to the staged stipend in the Expert Agreement section 12.2.]] 4. Trellis credits the **remaining balance, if any**, to Client's original payment method within [[10]] Business Days. 5. Client may restart the project later by paying a new restart fee of [[__]]% and submitting complete files, subject to expert availability. ##### 5.4 Trellis-Side Failures If Trellis cannot complete a project after Project Kickoff for reasons within its control (for example, no qualified expert is available after reassignment attempts), Trellis will refund the fees paid for the unfinished portion of the Services. This is Client's sole remedy for that failure, other than the credit in Section 2.5, if offered. ##### 5.5 Termination by Client of Multi-Installment Orders If Client stops paying scheduled installments after Project Kickoff, Trellis may stop work, and Client remains responsible for the installments due through the stage then completed. --- #### 6. QUALITY ASSURANCE AND THE FIX-IT REMEDY ##### 6.1 Internal Quality Gates Before any Deliverable is released, the Trellis Operations Team checks it against internal Quality Gates covering completeness and structure, data accuracy and traceability, audio verification (where the scope includes it), and scope and disclaimers. These gates are internal quality controls to help Trellis meet its commitments. They are not a warranty of any particular result. ##### 6.2 The Fix-It Remedy If, within fourteen (14) days after delivery, Client identifies an objective, verifiable scientific error or an unaddressed statutory item that was in scope for the Services, Client may click **[ Submit Quality Review ]** in the Client Portal and describe the issue. Trellis Operations will review the submission within [[3]] Business Days. If Trellis verifies the issue, Trellis will have a different senior Network Expert correct and re-issue the affected portion of the Deliverable at **no additional charge**. **Not covered:** differences of professional opinion; changes that depend on information first provided after delivery; new test data, new formulations, new jurisdictions, or new products; the decision of any agency, retailer, or third party; or errors caused by incomplete or inaccurate Client Materials. ##### 6.3 Sole and Exclusive Remedy Correction and re-issue under Section 6.2, together with refunds expressly stated in Section 5.4, are Client's sole and exclusive remedies for deficiencies in the Services, except as stated in Section 14.4. Trellis's internal reserves and operating funds for quality are not a promise of any particular dollar amount and are not available to Client as a separate fund. --- #### 7. POST-DELIVERY Q&A, ADD-ONS AND OUT-OF-SCOPE REQUESTS ##### 7.1 Included Clarification Scope Each delivered report includes up to **two (2)** structured written clarification rounds within **thirty (30) days** after delivery. Questions must be section-anchored (capped at 500 characters per field) and limited to clarifying text, figures, or citations contained in the delivered report. ##### 7.2 Out-of-Scope Requests New laboratory data, changes in product formulation or ingredients, additional agencies or jurisdictions, live calls, agency-facing communications, and requests that depend on information first provided after delivery are outside the base scope. Client may buy them as fixed-price Add-Ons. The Add-On list and prices current on the date of this version are: | Add-On | Fixed Fee | | :--- | :--- | | Extra Written Q&A Round (+30 days) | $500 | | 30-Minute Live Scientist Advisory Call | $750 | | Secondary CoA / Laboratory Audit | $1,500 | | Live Agency Pre-Submission Support | $1,500 | | Secondary Pathway Review | $1,500 | | Extended ResponseShield™ Coverage Window | $2,000 | | Expedited Turnaround (tiered) | +$2,500 / +$5,000 | | Concierge Data Structuring VA Service | $300 | [[Counsel/Victoria: confirm this table matches the current price list at launch. Add-ons run from $300 to $5,000 in the current catalog.]] ##### 7.3 Add-On Terms Each Add-On is a separate Service governed by this Agreement and subject to its own Order Form and timeline. Expedited turnaround depends on expert availability and is offered only when Trellis confirms capacity in writing. --- #### 8. SPECIAL SERVICE TERMS ##### 8.1 ResponseShield™ (RFI Coverage) ResponseShield™ is a fixed-fee, time-limited service under which Trellis supports Client in preparing written responses to a defined request for information from an agency, retailer, or other reviewer relating to the Services Trellis delivered. Unless the Order Form says otherwise: (a) the coverage window is [[__]] days from the date of delivery; (b) coverage includes [[__]] request rounds on the matters within the original scope; (c) Trellis prepares draft responses for Client's review, and Client submits them and remains responsible for their content; and (d) Trellis does not represent Client before any agency. Trellis does not promise any result from the third party's review. ##### 8.2 Retailer Readiness Review / Snapshot A Retailer Readiness Review or Snapshot is a documentation gap review. It compares the materials Client provides against the documentation a named retailer, distributor, kitting partner, or program has published or that Client identifies (for example product specifications, ingredient and allergen lists, country of origin, certificates, test reports, labeling, barcode data, and safety documentation). It is **not** a product test, a certificate, a food-safety or facility audit, or a promise that a retailer will list or accept Client's product. Retailer requirements change and differ by buyer; Trellis relies on the requirements available to it at the time of review and on the information Client supplies. For children's products and other regulated items, Client remains responsible for ensuring that required third-party testing and certificates are completed by the appropriate persons and laboratories. ##### 8.3 Subscriptions Where Client buys an annual or recurring subscription: (a) the subscription term, included services, and fee are stated in the Order Form; (b) the subscription **renews automatically** for successive terms equal to the initial term unless Client cancels at least [[30]] days before renewal through the Client Portal or by emailing info@trelliscompliance.co; (c) Trellis will remind Client by email [[30–60]] days before renewal; (d) unused included services do not roll over unless the Order Form says so; (e) Trellis may change subscription prices for a renewal term on at least [[45]] days' notice; and (f) fees are non-refundable once a term begins, except as stated in Section 5.4. [[Counsel: confirm automatic renewal disclosure and cancellation requirements for each state where subscribers are located.]] --- #### 9. CONFIDENTIALITY, DATA SECURITY AND PRIVACY ##### 9.1 Confidential Information "Confidential Information" means Client Materials, Client's formulations, process information, trade secrets, business plans, and any other non-public information Client discloses that is marked confidential or that a reasonable person would understand to be confidential. It does not include information that: (a) is or becomes public without breach by Trellis; (b) Trellis already knew without a duty of confidentiality; (c) Trellis receives lawfully from a third party without a duty of confidentiality; or (d) Trellis develops independently without using Client's Confidential Information. Trellis's platform, methods, templates, and pricing are Trellis's Confidential Information, which Client will protect in the same way. ##### 9.2 Trellis's Confidentiality Commitments Trellis will: (a) use Client's Confidential Information only to perform the Services and operate the platform; (b) not disclose it to any third party other than Network Experts and service providers who need it for the Services and who are bound by written confidentiality obligations no less protective than these; (c) protect it with administrative and technical safeguards that are reasonable for the sensitivity of the information, including encryption at rest and in transit and access controls; and (d) disclose it when legally required only after giving Client prompt notice (where lawful) and cooperating reasonably with Client's efforts to seek protection. ##### 9.3 Zero External AI Data Export Commitment Trellis commits that Client Materials uploaded to the Trellis platform are processed within isolated, non-training environments and are not used to train public or third-party AI models. Trellis prohibits its Network Experts and personnel from copying, exporting, or uploading Client Materials to public AI tools or other external applications. Violations of this prohibition are material breaches by the individual, and result in removal from the project and from the Network Expert pool. ##### 9.4 Platform-Contained Review; Access Logging Client Materials remain on the Trellis platform. The platform does not offer a download function for Client Materials to Network Experts. A Network Expert may open Client Materials only while actively working on that assigned project, and access ends when the project is complete. The platform logs which reviewer (by anonymized ID) opened which file and when. On Client's request, Trellis will share an access summary showing the reviewer's anonymized ID and credentials, the files opened, and the dates. Trellis may disclose a reviewer's identity only as needed to investigate or respond to a security or legal incident. ##### 9.5 Security Incidents If Trellis becomes aware of an unauthorized access to, or disclosure of, Client's Confidential Information held by or for Trellis, Trellis will notify Client without undue delay and within **seventy-two (72) hours of Trellis becoming aware** of it, and will describe what is known, what Trellis is doing, and what Client can do. Trellis will cooperate reasonably with Client's investigation. Trellis's obligation to report to Client is not an admission of fault. ##### 9.6 Service Providers and Sub-Processors Client authorizes Trellis to use service providers to deliver the Services, including Cloudflare (hosting, storage, database, and edge AI processing), Stripe (payments), and Wise (payments to Network Experts; no Client Materials are shared with it). Trellis will keep a current list available on request and a Data Processing Addendum ("DPA") is available for Clients that require one. Trellis remains responsible for its service providers' handling of Client Materials to the extent provided in this Agreement. ##### 9.7 Personal Information The Services are designed for business and scientific materials. Client will not upload personal information about individuals other than business contact information and authorship or technician names that appear in scientific records. Trellis processes account and contact information in accordance with its Privacy Policy [[link]]. ##### 9.8 Retention and Deletion (a) **Client Materials.** Trellis retains Client Materials (uploaded files) and Deliverables in Client's secure portal for [[24]] months after delivery, or for as long as a subscription that depends on them is active, whichever is longer. (b) **Watch profile and subscription records.** If Client buys a plan such as "Keep My Package Current," Trellis also keeps a watch profile (product type, claims, states and markets, and an index of documents on file with dates and key fields), and the quarterly letters and notes it prepares, while the plan is active. If Client's Client Materials have been deleted, Trellis may ask Client to upload a document again before it can prepare a note that depends on it. (c) **After a plan ends.** Client may export its letters, notes, and Deliverables. Trellis deletes the watch profile within [[90]] days after the plan ends, unless Client asks for earlier deletion. (d) **Deletion on request.** On written request, Trellis will delete Client Materials and the watch profile from active systems within [[30]] days, except for: information Trellis must keep by law; information needed to resolve a dispute; the records described in (e); and routine encrypted backups that are overwritten on a normal cycle. Deletion may prevent Trellis from fulfilling Fix-It, Q&A, ResponseShield, or watch-plan obligations that depend on the deleted information. (e) **Records Trellis keeps longer.** Trellis keeps access logs, Client consents (including consents under Section 9.12), billing records, and signed agreements for [[six (6)]] years, since they are evidence of how information was handled. These records do not include the content of Client Materials. (f) **Access during a plan.** Network Experts see only the documents needed for a specific note or review, access ends when the work is complete, and it is logged. [[Counsel: confirm the periods in (a), (c), and (e); confirm that keeping the watch profile and logs is consistent with privacy law requirements that apply to Client's information and to any personal information of contacts; confirm the notice Trellis should give before deleting.]] ##### 9.9 De-Identified Learning Trellis may create statistical, aggregated, or de-identified information that does not identify Client, its products, or its trade secrets, and may use it to improve the platform, build anonymized guidance and templates, and report on the platform's use. Trellis will not re-identify that information. [[Counsel: confirm opt-out option for trade-secret-sensitive clients.]] ##### 9.10 Return of Information on Termination At the end of the Agreement, each party will, on request, stop using the other's Confidential Information, subject to Section 9.8. ##### 9.11 Duration The obligations in this Section 9 survive for [[five (5)]] years after the Agreement ends, and for trade secrets for as long as the information remains a trade secret. ##### 9.12 Client-Authorized Third-Party Submissions Some Services (for example, a protein allergenicity sequence check) normally rely on public third-party databases or tools that Client can run itself. Client is expected to run those checks and upload the results, and Trellis's review is of the results Client provides. If Client instead asks Trellis to run a check for it, Trellis will do so only after Client gives written consent in the Client Portal that names the information to be submitted and the third-party tool. In that case: (a) Trellis Operations, not a Network Expert, will make the submission; (b) Trellis will submit only the information named in the consent and will not include Client's name or other identifying details; (c) the third-party tool is outside Trellis's control, and Trellis cannot control or guarantee how that third party handles, stores, or uses what is submitted; (d) Client accepts that risk and the confidentiality commitments in Sections 9.2 through 9.4 do not apply to information once submitted at Client's direction; and (e) the Service is charged at the fixed add-on fee in the Order Form. [[Counsel: confirm the consent wording and that Section 9.3 (no external AI export) does not conflict with database submissions.]] --- #### 10. OWNERSHIP AND LICENSES ##### 10.1 Client Materials As between the parties, Client owns all Client Materials. Client grants Trellis and its Network Experts a limited, non-exclusive, non-transferable license to use the Client Materials only to perform the Services and to operate and secure the platform. ##### 10.2 Work Product On Client's payment in full of all fees for a project, Trellis assigns to Client its rights in the final Deliverables for that project, subject to Section 10.3. Client may share Deliverables with its regulators, lenders, investors, retail buyers, advisors, and sponsors. When Client shares a Deliverable outside its own organization, Client must not represent that Trellis or any Network Expert has approved, certified, endorsed, or guaranteed Client's product or any regulatory outcome, and must not alter the Deliverable and still attribute it to Trellis. [[Counsel: consider requiring that Deliverables shared externally carry the Trellis disclaimer legend.]] ##### 10.3 Trellis Property Trellis owns the platform, DataLattice™, Statutory Core™, Trellis Global Expert Network™, ResponseShield™, 360° Executive Decision Suite™ templates and formats, methodologies, software, know-how, and all improvements, as well as the trademarks of Trellis and Hortiki Plants LLC. Client receives no rights in them except the right to use Deliverables under Section 10.2 and to access the platform for the term of its order. Reviewer or Network Expert work that is not specific to Client and does not contain Client's Confidential Information remains available for Trellis's general use. ##### 10.4 Feedback If Client gives Trellis suggestions or feedback about the platform, Trellis may use it without restriction or payment. ##### 10.5 Publicity Trellis will not use Client's name or logo in marketing without Client's written permission (email is sufficient). Trellis may confirm the fact of the relationship to a Sponsor with Client's consent under Section 3.6. --- #### 11. NON-SOLICITATION OF NETWORK EXPERTS ##### 11.1 Commitment Client acknowledges that Trellis invests in recruiting, vetting, and credentialing its Network Experts. During the term and for **twelve (12) months afterward**, Client will not directly or indirectly solicit, hire, engage, or pay any Network Expert whom Client first encountered through the Services (including by name, anonymized ID, or credentials) to perform services of the kind Trellis provides, outside the Trellis platform, without Trellis's prior written consent. ##### 11.2 Exceptions This Section does not prevent: (a) general job postings or solicitations not targeted at Network Experts; (b) engaging a person who first contacts Client on their own initiative and without any solicitation from Client, if the person did not become known to Client through the Services; or (c) any engagement Client would have made had the Services never occurred. ##### 11.3 Identity Not Disclosed Because reviewer identities are confidential (Section 2.4), Client will not attempt to identify a reviewer by other means, including by contacting the reviewer's former employers or searching for matching credentials. ##### 11.4 Buyout Trellis may agree in writing to release a Network Expert for a one-time fee that the parties agree in advance. ##### 11.5 Remedies Client agrees that a breach of this Section would cause harm that is difficult to measure and that Trellis may seek injunctive relief in addition to other remedies. The Network Expert's own obligations to Trellis are set out in a separate agreement. --- #### 12. DISCLAIMERS ##### 12.1 No Guarantee of Regulatory or Commercial Outcome Trellis is an expert evaluation platform. **Trellis does not guarantee statutory clearance, permit issuance, retailer acceptance, listing, or approval by any government agency or other third party** (including FDA, EPA, USDA, APHIS, CPSC, AAPFCO, state departments of agriculture, or any retailer or distributor). Agencies and retailers make their own decisions, and rules, enforcement, and requirements change. ##### 12.2 Professional Opinion; Point in Time Deliverables are the independent professional opinions of Network Experts on the information provided and the rules in effect on the date of review. They are not legal advice and are not a substitute for Client's own decisions or counsel. ##### 12.3 "As Is" for Platform Tools Except as expressly stated in this Agreement, the platform and its automated tools are provided "as is" and "as available," and Trellis disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law. ##### 12.4 Turnaround Statements Any statement on Trellis's website or materials about turnaround times, including references to a "3-Week" delivery, describes the commitment and remedies in Section 2.5 and is subject to this Agreement's conditions, exclusions, and definitions. --- #### 13. INDEMNIFICATION ##### 13.1 By Client Client will defend and indemnify Trellis, its affiliates, officers, directors, employees, and Network Experts against third-party claims, and resulting damages, fines, and reasonable attorneys' fees, to the extent arising from: (a) Client Materials that Client had no right to provide or that infringe or misappropriate a third party's rights; (b) Client's breach of Section 4.3; or (c) Client's product, its marketing, or Client's use of a Deliverable in a way this Agreement prohibits. ##### 13.2 By Trellis Trellis will defend and indemnify Client against third-party claims that the Trellis platform, as provided by Trellis and used in accordance with this Agreement, infringes that third party's U.S. copyright, trademark, or trade secret rights. [[Counsel: confirm whether to offer a Trellis indemnity at all, and if so whether it should sit above or inside the liability cap.]] ##### 13.3 Process The indemnified party must give prompt written notice, allow the indemnifying party to control the defense and settlement (but not to admit fault on the indemnified party's behalf without consent), and cooperate at the indemnifying party's expense. --- #### 14. LIMITATION OF LIABILITY ##### 14.1 Cap To the maximum extent permitted by law, the total aggregate liability of Hortiki Plants LLC (d/b/a Trellis Compliance), its affiliates, members, officers, directors, employees, contractors, and Network Experts, arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees Client paid to Trellis for the specific project, Order Form, or (for subscriptions) the twelve (12) months of subscription fees, that gave rise to the claim. ##### 14.2 Exclusion of Certain Damages To the maximum extent permitted by law, neither party will be liable for lost profits, lost revenue, lost business opportunities, loss of goodwill, cost of substitute goods or services, recall costs, product liability or regulatory penalties, or any indirect, incidental, special, consequential, exemplary, or punitive damages, even if advised of the possibility. ##### 14.3 Allocation of Risk Client acknowledges that the fixed fees reflect this allocation of risk and that Trellis would not offer the Services at these prices without these limits. ##### 14.4 Exceptions The limits in Sections 14.1 and 14.2 do not apply to: (a) a party's fraud or willful misconduct; (b) a party's intentional breach of its confidentiality obligations in Section 9; (c) a party's intentional infringement or misappropriation of the other party's intellectual property; (d) Client's obligation to pay fees; or (e) any liability that cannot be limited by law. Accidental or negligent breaches remain subject to the limits above. ##### 14.5 Network Experts as Protected Parties Network Experts and Trellis's personnel are intended beneficiaries of Sections 12 and 14 only, and may rely on them directly. No other third-party beneficiaries are created by this Agreement. ##### 14.6 Time to Bring Claims Any claim related to the Services must be brought within [[one (1)]] year after the claim arises, to the extent the law allows a shorter period. --- #### 15. TERM AND TERMINATION ##### 15.1 Term This Agreement begins on the Effective Date and continues until all Order Forms have been fulfilled or ended, unless ended earlier under this Section. ##### 15.2 Termination for Cause Either party may end this Agreement or any Order Form on written notice if the other party materially breaches it and does not cure the breach within [[15]] days after written notice. Trellis may suspend or end Services immediately if Client breaches Section 4.3, Section 9.7, or applicable law, or if continuing would expose Trellis or its Network Experts to legal risk. Refunds in those cases follow Section 5. ##### 15.3 Effect On termination, Client will pay for Services performed through the termination date, and Sections 3, 5, 6.3, 9, 10, 11, 12, 13, 14, 16, and 17 survive. --- #### 16. GOVERNING LAW AND DISPUTES ##### 16.1 Governing Law This Agreement is governed by the laws of the **District of Columbia**, without regard to conflict of laws principles. ##### 16.2 Informal Resolution Before filing any claim, the party raising it will send a written notice describing the issue, and the parties will try in good faith to resolve it for at least **thirty (30) days**. Either party may seek urgent injunctive relief at any time to protect Confidential Information or intellectual property. ##### 16.3 Venue Any legal action arising out of or related to this Agreement will be brought exclusively in the federal or local courts located in **Washington, D.C.**, and each party consents to personal jurisdiction and venue there. [[Counsel: consider whether a jury waiver, small-claims carve-out, or arbitration clause is preferable.]] ##### 16.4 Fees [[Counsel: choose between each side bearing its own fees and the prevailing party recovering reasonable attorneys' fees.]] --- #### 17. GENERAL PROVISIONS - **Electronic Acceptance and Signature:** Acceptance by online checkout checkbox, click-through, email confirmation, or digital signature is a legally binding signature and execution of this Agreement under the federal E-SIGN Act and applicable state law. Client's authorized representative confirms authority to bind Client. - **Independent Parties:** The parties are independent contractors. No partnership, joint venture, agency, employment, fiduciary, or attorney-client relationship is created. - **Assignment:** Client may not assign this Agreement without Trellis's written consent. Trellis may assign it to an affiliate or to a successor to its business. - **Force Majeure:** Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, government action, labor disruption, pandemic, internet or cloud-provider outage, or war (a "Force Majeure Event"). Delivery dates extend for the length of the delay. Payment obligations are not excused. - **Export and Sanctions:** Each party will comply with applicable export control and sanctions laws. - **Notices:** Notices to Trellis go to info@trelliscompliance.co with a copy by mail to Hortiki Plants LLC, 712 H St NE, Unit #5053, Washington, DC 20002. Notices to Client go to the email address on its account or Order Form. Email notices are effective when sent unless a bounce message is received. - **Severability:** If a provision is held invalid or unenforceable, the rest remains in effect and the provision will be enforced to the maximum extent permitted. - **Waiver:** A failure to enforce a right is not a waiver of it. - **Amendments:** Except under Section 1.3, changes must be in writing and agreed by both parties. - **Entire Agreement:** This Agreement, the Order Forms, the DPA (if signed), and the Privacy Policy are the entire agreement regarding the Services, and supersede earlier discussions and marketing statements. Client is not relying on any statement not in the Agreement. - **Counterparts; Headings:** This Agreement may be signed in counterparts. Headings are for convenience only. --- #### CLIENT ACKNOWLEDGEMENT AND DIGITAL SIGNATURE By checking **"I Agree to the Trellis Master Services Agreement"** during checkout or signing below, Client confirms that an authorized representative has read, understood, and agreed to all terms, policies, and conditions set forth herein, and that Client is entering into this Agreement for business purposes and not as a consumer. **Client Entity Name:** _______________________________________ **State of Organization:** ____________________________________ **Authorized Representative Name:** ___________________________ **Title:** __________________________________________________ **Corporate Email:** ________________________________________ **Sponsor / Program (if any):** _______________________________ **Digital Signature Timestamp:** [System Logged UTC] **IP Address & Checkout Hash:** [System Logged] --- ### DRAFTING NOTES FOR COUNSEL 1. **Alignment with other documents.** This draft is written to match the Expert Independent Contractor Agreement v6 (Quality Gates in 1.6, staged stipend in 12.2, liability carve-outs in 11.2, anonymized reviewer ID, non-solicitation) and the Client Data Privacy, Security & Confidentiality Summary (platform-contained review, access logging, 72 hours from Trellis becoming aware, Cloudflare/Stripe/Wise sub-processors, DPA availability). Please check that all three read consistently. 2. **Liability carve-outs (14.4).** Carve-outs mirror the expert agreement: fraud or willful misconduct, intentional confidentiality breach, intentional IP misappropriation, non-limitable liability. Ordinary negligence stays capped. Please confirm this is enforceable in DC and consider whether a higher "super-cap" for confidentiality or data breach is expected by institutional buyers and available under Trellis's insurance. 3. **Network Experts as protected parties (14.5).** Gives experts the benefit of the disclaimers and cap. Confirm that this is effective and consistent with the expert agreement's indemnity and cap language. 4. **Fix-It remedy (6).** The former "Fix-It Reserve Guarantee" promised an internal reserve. This draft promises only a re-issue by a second senior expert, makes it the exclusive remedy, and removes the reserve reference. Please confirm this suits consumer-protection and "guarantee" advertising rules. 5. **Website language.** The site refers to a "3-Week Guaranteed SLA" and similar phrases. Section 12.4 ties these to Section 2.5, but the site copy should be edited to match. The optional service credit in 2.5 is a business decision (Victoria to decide whether to offer it). 6. **Cancellation and refund mechanics (3.3, 5).** The original draft was inconsistent: a no-refund rule after kickoff, a 7-day upload window, a 14-day abandonment trigger, and a "balance credited back." Draft now sets a single timeline (7 days, extendable to 14), keeps the 20% fee, and describes what is refunded. Check enforceability of the 20% retained fee as a fee versus a penalty, and card-network and chargeback rules for the 48-hour authorization hold. 7. **Reviewer stipend on abandonment (5.3).** Needs to be tied to the stage-based stipend in the Expert Agreement (25%/75%/100% checkpoints). A cap percentage is left blank. 8. **Sponsor-paid and cohort orders (3.6).** New. Written for incubators, CDFIs, state and university programs, and WBENC-type buyers. Many such buyers will want their own paper. Please confirm the "Client stays bound" and "Sponsor gets no Client Materials" provisions can be defended and consider a short separate Sponsor Agreement form. 9. **Subscriptions and Retailer Readiness Review (8).** New and lightly drafted because the final offer terms are not set. Automatic-renewal laws vary by state; please review. ResponseShield™ details in 8.1 are placeholders until the product terms are final. 10. **Non-solicitation (11).** Narrowed to experts the client first met through the Services, with exceptions and a buyout. Check enforceability against clients, and compare with the expert-side covenant so that the two do not contradict each other. 11. **Export, sensitive data, and sanctions (4.3(d)(e), 17).** Added a ban on protected health information, ID/card numbers, and export-controlled or classified technical data. Because experts are located worldwide, please confirm this is enough, and confirm there is no U.S.-only promise anywhere in marketing. 12. **De-identified learning (9.9).** Matches the privacy brief's anonymized case study pipeline. Consider whether clients should be able to opt out. 13. **Insurance.** No insurance is promised in the text. Please confirm that the cap, carve-outs, and indemnities match the limits and exclusions of Trellis's current policy. 14. **DPA, Privacy Policy, and sub-processor list.** Referenced but not drafted here. Privacy Policy link, retention periods, and sub-processor list need to be finalized. 15. **Term "Defense Reviews."** The earlier draft used this phrase. This draft uses "Peer Reviews," matching the methodology section and the rest of the platform. Confirm the change. 16. **Client-authorized third-party submissions (9.12).** New. Supports an optional add-on in which Trellis submits a client's protein sequence to public allergen databases for the client. The default is that the client runs these checks and uploads the results. Please check the consent wording, the carve-out from 9.2–9.4, and consistency with the privacy brief's "files stay on the platform" statements. The add-on price is not yet set (suggested range $750–$1,000). 17. **Open placeholders.** All [[double-bracket]] items: service credit, late charge, notice and renewal periods, stipend percentage, restart fee, retention period, confidentiality survival period, claims period, fee-shifting, jury waiver or arbitration. 18. **Retention and the watch plan (9.8).** New. The "Keep My Package Current" plan means Trellis keeps a watch profile and related records longer than the standard period. 9.8 now separates raw uploads (24 months, longer if a plan is active), the watch profile (while the plan is active, deleted within [[90]] days after), and logs and consents (about [[six]] years). Please review the periods, how they fit with the 72-hour incident notice, de-identified learning (9.9), and state privacy and records rules. The privacy summary has been updated to match. 19. **Seats, refunds, and escrow (3.6, 3.2).** New. 3.6(f)-(h) set when work starts on sponsor-paid seats, who can change an offer, and unused-seat credits and refunds. Please check these against consumer-protection and deposit rules, and confirm that holding prepaid seat funds (not escrow) and the staged payments in 3.2 do not require any money-transmitter license. Confirm any third-party escrow offer is documented separately. 20. **Invoices and payment terms (3.5).** Rewritten. The earlier draft allowed invoiced payment with suspension for non-payment, which assumed work could start before payment. The new text says Trellis extends no credit: work starts on payment of the kickoff amount; starting invoices expire if unpaid; only later installments on $10,000+ projects can be outstanding, and the final Deliverable is held until paid. Please check this reads consistently with 3.2, 3.6(f), and the refund terms for unused seats. ---