Custom SOW Master Services Agreement

This Agreement governs Tier 2 Custom SOW engagements requested through dciverify.com/custom-sow. It is separate from the DCI Verify Tier 1 Terms of Service that govern Intelligence Dossier purchases.

1. Acceptance of Agreement

By submitting a custom scope of work request through the DCI Verify website (the “SOW Request”), executing this Master Services Agreement (“Agreement”), and paying the engagement retainer described in Section 3, you (“Buyer,” “you,” “your”) agree to be bound by this Agreement with YV Consulting LLC, a Wyoming limited liability company, doing business as DCI Verify (“Company,” “we,” “us,” “our”).

This Agreement is a separate and distinct contract from the DCI Verify Tier 1 Terms of Service governing Intelligence Dossier purchases. This Agreement governs only the Tier 2 Custom SOW Credential Matching service described herein.

By executing this Agreement, you represent and warrant that you are authorized to enter into this Agreement on behalf of the entity you represent, and that the entity is a commercial organization engaging the Company in a business capacity and not as a consumer.

2. Nature of the Services

2.1 Service Description

The Company provides credential matching and document collection services (the “Services”) in support of Buyer's independent procurement activities. Services consist of research, compilation, and organization of contractor business-entity information responsive to a specific scope of work defined by Buyer. The Services are a research and administrative function, not a professional consulting, legal, engineering, procurement, brokerage, or construction service.

2.2 What the Services Are

The Services include:

• Reviewing Buyer's SOW Request and identifying contractor businesses that appear to meet Buyer's stated technical and credential criteria based on publicly available records and Company research;
• Collecting and organizing publicly available business-entity data (state contractor license status, OEM certification status, OSHA establishment safety record, service coverage area);
• Conducting contractor-business phone verification calls to confirm contractor-reported information;
• Packaging collected materials into a written deliverable for Buyer's independent review and decision-making.

2.3 What the Services Are Not

The Services expressly do NOT include, and the Company expressly disclaims any role in:

• Negotiating pricing, scope, terms, or schedule between Buyer and any contractor;
• Soliciting, negotiating, or executing any construction, maintenance, or service contract on behalf of Buyer or on behalf of any contractor;
• Acting as a staffing agency, employee leasing firm, general contractor, subcontractor, or construction broker;
• Controlling, holding, routing, or disbursing any payment between Buyer and any contractor;
• Providing legal advice, engineering advice, architectural advice, or any other professional advice requiring a license;
• Opining on the legal sufficiency of any contract, insurance certificate, warranty, license, or credential;
• Evaluating the technical sufficiency of any contractor's work product;
• Endorsing, certifying, guaranteeing, or vouching for any contractor's qualifications, performance, availability, financial stability, or fitness for any particular project.

2.4 Independent Contractor; No Agency or Fiduciary Relationship

The Company is engaged under this Agreement as an independent contractor and not as an employee, legal agent, partner, joint venturer, or fiduciary of Buyer. Nothing in this Agreement or in the course of the engagement shall be construed to create an agency, partnership, joint venture, or fiduciary relationship between the parties. The Company expressly disclaims any and all common-law or statutory fiduciary obligations to Buyer, including but not limited to duties of loyalty, care, disclosure, or confidentiality beyond those expressly stated in this Agreement.

2.5 Source-Type Labeling in Deliverables

Information included in any Services deliverable is labeled by source type consistent with the DCI Verify Tier 1 methodology: “OEM-Provided,” “Confirmed,” “Phone-Verified,” “Contractor-Reported,” “Self-Attested,” or “Not Assessed.” Buyer acknowledges that Contractor-Reported and Self-Attested fields reflect contractor-business representations, for which the Company bears no responsibility.

2.6 OEM Non-Affiliation

The Company is not affiliated with, endorsed by, sponsored by, or authorized by Schneider Electric, Vertiv, Stulz, or any other original equipment manufacturer. OEM certification references in any deliverable are based solely on the Company's independent research of publicly available OEM partner directories and information reported by contractor businesses.

3. Engagement Flow and Fees

3.1 Engagement Sequence

The Services engagement follows this sequence:

• Buyer submits the SOW Request through the DCI Verify website at dciverify.com/custom-sow.
• Within two (2) business days of receipt, the Company reviews the SOW Request and responds with a written scope-and-fee proposal (the “Proposal”) describing the specific work to be performed, the project fee, and the estimated timeline.
• Buyer approves the Proposal in writing (email acceptance is sufficient).
• Buyer pays the Engagement Retainer described in Section 3.2 and executes this Agreement. Work on the Services does not commence until both conditions are satisfied.
• The Company performs the Services and delivers the Services Deliverable to Buyer per the Proposal.
• Buyer pays any remaining project fees per the Proposal's payment terms.

3.2 Engagement Retainer

Buyer shall pay a non-refundable engagement retainer of Nine Hundred Ninety-Nine U.S. Dollars ($999.00) (the “Engagement Retainer”) upon execution of this Agreement. The Engagement Retainer formalizes the engagement and is not an estimate of total project cost.

Project-specific fees for the Services are scoped per Proposal and billed separately from the Engagement Retainer. Project fees are disclosed in the written Proposal and may be structured as a fixed fee, hourly rate, or blended arrangement at the Company's election.

3.3 Payment Terms

The Engagement Retainer is payable by credit card through Stripe, Inc. at the time this Agreement is executed. Project fees invoiced separately are payable net thirty (30) days from the invoice date unless otherwise agreed in writing in the Proposal. Late payments accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.

3.4 Non-Refundable

The Engagement Retainer is non-refundable once the Company has commenced work on the Services. The Company shall be deemed to have commenced work upon the first substantive research or collection activity performed under the approved Proposal. Prior to commencement of work, Buyer may cancel the engagement by written notice and receive a full refund of the Engagement Retainer.

3.5 Chargebacks

Buyer agrees not to initiate a chargeback or payment dispute without first contacting the Company in writing and allowing ten (10) business days to resolve the matter.

4. Deliverables and Ownership

4.1 Services Deliverable

The “Services Deliverable” means the written output described in the approved Proposal, typically consisting of a compiled set of contractor business-entity profiles, source-labeled data, and relevant publicly available records organized for Buyer's review. The specific content, format, and scope of the Services Deliverable shall be set forth in the Proposal.

4.2 Buyer Decision Authority

Buyer retains sole and exclusive decision-making authority over: (a) which contractors (if any) to engage based on the Services Deliverable; (b) the terms of any contract Buyer enters into with any contractor; (c) the technical and commercial evaluation of any contractor's proposal; and (d) any and all legal, insurance, or risk-management determinations. The Company makes no recommendation to hire or not to hire any contractor.

4.3 License Grant; Restrictions

Subject to Buyer's compliance with this Agreement and payment of all applicable fees, the Company grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services Deliverable for Buyer's internal business purposes only. Buyer may not: (a) resell, redistribute, sublicense, or share the Services Deliverable with third parties outside Buyer's organization; (b) reproduce the Services Deliverable in public-facing documents or marketing materials; (c) use the Services Deliverable to build, contribute to, or enhance a competing research, directory, or intelligence product; or (d) use the Services Deliverable for employment screening, credit decisions, insurance eligibility, or any purpose governed by the Fair Credit Reporting Act.

4.4 Proprietary Methodology and Work Product

The methodology, research processes, templates, formatting, and work product developed by the Company in connection with the Services are the Company's proprietary materials. The license granted in Section 4.3 permits Buyer to use the Services Deliverable for internal business purposes only and does not authorize Buyer to adopt, replicate, or repurpose the Company's methodology or processes.

5. Term and Termination

5.1 Term

This Agreement commences on the date Buyer executes it (the “Effective Date”) and continues until the earlier of: (a) delivery of the Services Deliverable and payment of all outstanding project fees; or (b) termination of this Agreement under Section 5.2.

5.2 Termination

Either party may terminate this Agreement by written notice to the other party:

• Without cause, upon seven (7) calendar days' prior written notice, provided that Buyer remains obligated to pay for all Services performed and expenses incurred prior to the effective date of termination;
• For cause, immediately upon written notice, in the event of a material breach of this Agreement by the other party that is not cured within ten (10) calendar days of written notice of the breach.

5.3 Effect of Termination

Upon termination, the Company shall deliver to Buyer any work product completed as of the termination date. The Engagement Retainer remains non-refundable per Section 3.4. Sections 2, 4.3, 4.4, 6, 7, 8, 9, and 10 survive termination of this Agreement.

6. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Company provides the Services and the Services Deliverable “as is” and “as available,” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, timeliness, or non-infringement.

7. Limitation of Liability

7.1 Aggregate Liability Cap

To the maximum extent permitted by applicable law, the Company's aggregate liability to Buyer for any and all claims arising out of or relating to this Agreement or the Services shall not exceed the total fees actually paid by Buyer to the Company under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

7.2 Exclusion of Consequential Damages

In no event shall the Company be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, business interruption, cost of replacement services, equipment damage or downtime, reputational harm, cost of substitute procurement, or loss of business opportunity, even if the Company has been advised of the possibility of such damages and regardless of the theory of liability.

7.3 Carve-Outs

The limitations in Sections 7.1 and 7.2 shall not apply to:

• Buyer's indemnification obligations under Section 8;
• Breaches of confidentiality or intellectual property provisions;
• Claims of fraud, willful misconduct, or gross negligence to the extent such exclusions are required by governing law.

8. Indemnification

Buyer agrees to indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Buyer's use of or reliance on the Services Deliverable;
• Buyer's engagement of any contractor identified in the Services Deliverable;
• Buyer's breach of this Agreement;
• Any claim by a third party (including any contractor) arising from Buyer's use of the Services Deliverable or from Buyer's decisions made in connection with the Services.

9. Buyer's Responsibility for Independent Verification and Decisions

Buyer is solely responsible for independently verifying any contractor credential, insurance coverage, certification, license status, or other qualification before engaging that contractor. The Services Deliverable assists in preliminary screening only and does not substitute for Buyer's own due diligence. The Company recommends that Buyer:

• Confirm contractor-reported credentials directly with the issuing authority;
• Obtain current certificates of insurance directly from the contractor's insurer;
• Conduct reference checks and site visits before awarding any contract;
• Execute all procurement contracts directly with the selected contractor;
• Consult independent legal counsel regarding the legal sufficiency of any contract, insurance certificate, warranty, or credential.

All final contracts for construction, maintenance, or service work shall be executed directly between Buyer and the selected contractor. All payments for such work shall flow directly between Buyer and the selected contractor. The Company is not a party to any contract between Buyer and any contractor and has no authority to bind either party.

10. Governing Law and Dispute Resolution

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties consent to the jurisdiction of the courts of the State of Delaware for purposes of 6 Del. C. § 2708.

10.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If the amount in controversy is less than $75,000, the AAA's Expedited Procedures shall apply. Arbitration shall be conducted before a single arbitrator in Contra Costa County, California. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

10.3 Class Action Waiver

Buyer agrees that any dispute resolution proceedings under this Agreement will be conducted only on an individual basis and not in a class, consolidated, or representative action. Buyer waives any right to participate in any class action, class arbitration, or other representative proceeding.

10.4 Prevailing Party

The prevailing party in any arbitration or court proceeding arising under this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

11. Confidentiality

Each party may disclose to the other during the engagement information that is confidential or proprietary (“Confidential Information”). The receiving party shall: (a) use Confidential Information solely for the purpose of performing or receiving the Services; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent.

The Company may use contractor business-entity data collected during the Services in its internal research database and in future Tier 1 dossiers, provided such use complies with the source-type labeling described in Section 2.5 and does not disclose Buyer's SOW Request or Buyer's identity.

12. Miscellaneous

12.1 Independent Contractor

The parties are independent contractors. Nothing in this Agreement creates an employer-employee, agency, partnership, joint venture, or fiduciary relationship.

12.2 Assignment

Buyer may not assign this Agreement, in whole or in part, without the Company's prior written consent. The Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

12.3 Notices

Notices under this Agreement shall be in writing and delivered by email to the address designated by the recipient in the SOW Request or Proposal, with confirmation of delivery. Notices to the Company may be sent to [email protected].

12.4 Severability

If any provision of this Agreement is found to be unenforceable or invalid by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect.

12.5 Entire Agreement

This Agreement, together with the approved Proposal and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements, representations, and understandings relating to the Services. In the event of a conflict between this Agreement and the Proposal, this Agreement controls except where the Proposal expressly states otherwise for a specific term.

13. Contact Information

For questions regarding this Agreement, please contact:

YV Consulting LLC
DCI Verify
82 Snow Mountain Court, Danville, CA 94506
Email: [email protected]
Phone: (949) 385-1189