Master Services Agreement

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1. Introduction

1.1. This Master Services and Development Agreement (MSA) is made between ALL X LLC (Company Number EIN 61-2122476) trading as Appetiser (Appetiser, we, us or our) and the person or entity specified in the Development Engagement Letter (you or your). You acknowledge that you have read and agree to the Development Engagement Letter and the terms contained herein, and agree to be bound by them.

1.2. Appetiser is a provider of digital marketing and content marketing services, e-commerce and data analytics solutions, and mobile application and website development services. Appetiser employs the Kanban Methodology in providing Services and delivering the Deliverables to you.

1.3. You agree to engage our Services for use in your business in accordance with the terms and conditions of this MSA and the Development Engagement Letter. In the event of any inconsistency between this MSA and the Development Engagement Letter, this MSA shall take precedence. You acknowledge that you may enter into one or more Development Engagement Letters or that the Development Engagement Letter may be amended or superseded from time to time in accordance with the terms of this MSA.

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2. Term

This MSA commences on the date Appetiser commenced providing the Services to you in accordance with the Development Engagement Letter (Commencement Date) and continues to apply until terminated in accordance with this MSA (Term).

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3. Your obligations

3.1. You must: (a) provide us with all necessary cooperation in relation to this MSA and the Development Engagement Letter, and all necessary access to your premises, personnel, resources, information, computer systems (including, without limitation, web hosting platforms and e-commerce systems, website, content management system, social media accounts, and Google accounts) and Your Material as may be required by us, in order to provide the Services. Appetiser relies on you to promptly provide accurate, complete, and up-to-date information at all times; (b) comply with the terms and conditions of this MSA; and (c) obtain and maintain all equipment, hardware, and software required by you to use and/or access the Services; and (d) promptly provide us with all necessary access to your accounts, credentials and approvals as we may require to design, develop, test, integrate, configure, launch or publish the App in a live environment.

3.2. You will provide timely and complete responses to any requests from Appetiser for instructions, information, or documentation in order for Appetiser to provide the Services in accordance with the Roadmap.

3.3 Appetiser will not be liable for any interruptions or delays in providing the Services resulting from you or your Personnel’s act or omission, failure to fulfill any of your obligations under this MSA, the Development Engagement Letter, or any subsequent Roadmaps. We reserve the right to invoice you for any additional costs incurred by us as a result of such interruptions or delays.

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4. Project Budget

4.1. During the Term: (a) Appetiser will review and analyse Your Materials and will create and develop a written proposal setting out: (i) the Services to be provided; and (ii) the estimated timeframes (if any) for the delivery of the Deliverables, (collectively, the Roadmap) and the corresponding budget to provide these Services and Deliverables (if any) each month (Project Budget) for your approval; and (b) the parties will cooperate and assist each other to develop, update, amend and approve the Roadmap and a Project Budget.

4.2. You must review and approve the Roadmap and Project Budget in writing. Once the parties agree in writing to the Roadmap and corresponding Project Budget, Appetiser will commence providing the Services each month in accordance with the Roadmap and in accordance with the corresponding Project Budget. You may at any time change, update, add, or delete any Deliverables listed or displayed in the Roadmap or change the Project Budget. You acknowledge and agree that any change to the Roadmap or Project Budget will change or delay the estimated timeframe for delivery of the Deliverables.

4.3. You acknowledge that the Project Budget is an indicative estimate only of the cost of providing the App Development Services to you and is based only on the then current Roadmap, and is not binding on Appetiser. Except as otherwise agreed in writing, Appetiser will not exceed the Project Budget. Unless otherwise agreed by the parties in writing, if the hours worked by Appetiser reaches the total estimated hours for the Project Budget that month, Appetiser will cease providing the Services and delivering the Deliverables until the end of the month. As the Project Budget re-sets each calendar month, Appetiser will re-commence providing the Services and delivering the Deliverables at the beginning of the new month.

4.4. The Project Budget excludes out-of-pocket expenses or third-party disbursements incurred by Appetiser in performing the Services and delivering the Deliverables (if any), which are payable in addition. Appetiser will seek your prior written consent before incurring any out-of-pocket expenses or third-party disbursements.

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5. Restrictions

5.1. You must not: (a) introduce, access, store, distribute or transmit any viruses, trojan, or other malicious code into our Services, telecommunication, and computer systems; (b) violate our intellectual property rights; (c) modify, alter, adapt, reverse compile, disassemble, reverse engineer any of the Services (and the intellectual property rights contained therein); (d) learn the source code or algorithms underlying the Services; or (e) engage in any activity or conduct that is in breach of any laws.

5.2. We make no representation, warranty or guarantee in relation to the availability, continuity, reliability, currency or security of the Services and the Deliverables (if any) (or any Third Party Products and Services provided in connection with the Services or Deliverables).

5.3. Appetiser will not be liable if the Services are unavailable for any reason, including as a result of: (a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault; (b) negligence, malicious, or wilful acts or omissions by us or third parties (including any service providers who is not party to this MSA); (c) any maintenance carried out by us or any third party service provider; or (d) a Force Majeure Event.

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6. Advertising Services

6.1. If you engage Appetiser to provide Advertising Services, we shall use reasonable endeavours to provide Advertising Services substantially in accordance with the Roadmap.

6.2. You are responsible for reviewing and approving all Deliverables prior to publication. Approval for the publishing of the Deliverables must be provided in writing. In the event that Deliverables are made available to you for approval, and you fail to respond within five business days to approve or reject the Deliverables, the Deliverables are deemed to be approved by you. Appetiser will not accept any responsibility for errors found once the Deliverables have been published or approved by you.

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7. App Development Services

7.1. If you engage Appetiser to provide App Development Services, Appetiser shall use reasonable endeavours to design, build, supply, deliver, configure, implement, integrate, transition, and test the Deliverables and provide the Services substantially in accordance with the relevant Roadmap.

7.2. You may satisfy yourself that the functionality of the App meets your technical specifications and other requirements as specified in the Roadmap by undertaking acceptance testing of each element of the Deliverables (Acceptance Testing). You acknowledge and that Acceptance Testing is a process that validates that the App meets your technical specifications as outlined in the Roadmap and does not constitute a guarantee or warranty that all defects, errors or bugs in the App will be identified or rectified prior to launch.

7.3. If you wish to undertake Acceptance Testing of each element of the Deliverables, you must: (a) develop a written test plan for the Acceptance Testing (Test Plan) and undertake Acceptance Testing in accordance with your Test Plan; and (b) prepare and supply all relevant facilities, personnel, resources, and equipment required for the Acceptance Testing in accordance with the relevant Test Plan.

7.4. If you do not commence Acceptance Testing within five days of the Deliverables being made available, you are deemed to have accepted the Deliverables and Appetiser will not be liable for any errors, defects, or omissions in the Deliverables.

7.5. During the Term, if the Deliverables fail to pass the Acceptance Testing, Appetiser may on written notification from you: (a) remedy the failure so that the Deliverables pass the Acceptance Testing; and/or (b) use reasonable endeavours to repeat the Acceptance Testing until the Deliverables pass the tests or develop a workaround reasonably acceptable to you.

7.6. The Deliverables will be deemed to be accepted by you on the earlier of (a) you confirming in writing that the Deliverables have passed the Accepting Testing; or (b) productive use in a live environment by you of the Deliverables (Accepted). Once a Deliverable has been accepted it will be considered complete and listed as ‘completed’ in the Roadmap.

7.7 If the App Development Services involve the development and delivery of a Minimum Viable Product, you acknowledge and agree that the App will only contain the minimum functions or features for launch, and that Appetiser will work with you to: (a) develop new functions and features of the App based on customer feedback and/or the Roadmap (as amended from time to time); (b) to correct or remedy any defects identified by you, Appetiser or users in the live environment; or (c) improve or modify existing functions and features of the App in accordance with the Roadmap (as amended from time to time).

8. Variations and cancellations

8.1. You may, at any time during the Term, request in writing that Appetiser vary or cancel any or all of the current Services or Deliverables as specified in the Roadmap (including Project Budget and Development Plan) by providing us with 7 days' written notice. No variation will be effective unless it is signed by both parties.

8.2. Appetiser will consider any request to vary or cancel any or all of the current Services or Deliverables within a reasonable period of such request and Appetiser will notify you within a reasonable period whether Appetiser: (a) agrees to vary or cancel any or all of the current Services and Deliverables and the cost to vary or cancel any or all the current Services or Deliverables (including Project Budget); or (b) does not agree to vary or cancel any or all of the current Services or Deliverables.

8.3. If Appetiser has agreed to vary or cancel the current Services or Deliverables, Appetiser will update the Roadmap and corresponding Project Budget to reflect the agreed variation or cancellation of the current Services or Deliverables.

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9. Our obligations

9.1. During the Term, Appetiser shall use reasonable endeavours to provide you with the Services and Deliverables (if any) in accordance with the relevant Roadmap and Project Budget. Unless otherwise stipulated in a relevant Roadmap, the Services and Deliverable (if any) are not subject to any specific delivery times or milestone dates, and any delivery times or milestone dates given are estimates only and not binding on Appetiser. You acknowledge and agree that any estimated delivery times given by Appetiser may change at any time and for any reason (including, but not limited to, a change in the Project Budget or Roadmap (such as adding or deleting functions or features of the App), delays caused by you failing to provide us with access to your premises, personnel, resources, information, and computer systems or a Force Majeure Event).

9.2. Clause 9.1 shall not apply in the event of: (a) any non-conformance which is caused, or contributed to, by use of the Services or the Deliverables contrary to our instructions; or (b) modification or alteration of the Services or Deliverables (if any) by any party other than us.

9.3. Appetiser shall, at its expense, use reasonable endeavours to correct any such non-conformance affecting the Services or Deliverables (if any). Such correction or substitution constitutes your sole and exclusive remedy for any breach of clause 9.1.

9.4. To the maximum extent permitted by law, Appetiser: (a) does not warrant that your access and use of the Services and the Deliverables will be uninterrupted, virus-free, nor that the Services or the Deliverables will meet your requirements; (b) does not warrant that the Services or the Deliverables will be free from external intruders, unauthorised viruses or worm dissemination; (c) is not responsible for any delays, failures or any other loss or damage resulting from the transfer of data over communications networks and facilities; (d) does not warrant or guarantee that the use of the Services and the Deliverables will improve the performance for your business, or result in increased sales or revenue during any particular year; and (e) does not warrant that any App (including MVP) will be error-free, accurate, complete, reliable, current or fit for purpose or that an App (including MVP) will be completed or ready for launch within a specific timeframe.

9.5. You acknowledge and agree that regular maintenance and updates of your App (including MPV) post-launch and throughout the life of your App is required to implement new functions, features, to scale and improve the performance of your App, to protect your App against external security threats and to ensure ongoing integration with Third Party Products and Services.

9.6. The Services and the Deliverables are provided to you on a non-exclusive basis.

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10. Payment

10.1. The fees payable for each of the Services and the Deliverables are set out in the Project Budget (Fees). Our Fees will either be be on a time and materials basis and/or a fixed monthly budget as further specified in the relevant Development Plan. You bear the risk of cost overruns and delays on work performed on a time and materials basis. You will not be liable to pay for any out-of-pocket expenses incurred by Appetiser in providing the Services and delivering the Deliverables, unless such out of pocket expenses have approved by you prior to being incurred.

10.2. Appetiser will invoice you in advance on a monthly basis on the 1st day of the month for Services and Deliverables to be performed in the following month, and payment will be due on the 15th day of the month (being 15 days from the date the invoice was issued). Unless otherwise agreed to by both parties, all Fees are in Australian Dollars (unless otherwise agreed). Fees do not include GST. To the maximum extent permitted by law, the Fees are non-refundable. You are liable to be registered for GST at the time of signing this agreement.

10.3. If you fail to pay the Fees (or any other amounts owing under this MSA) by the due date, Appetiser may do all or any of the following: (a) charge interest on all outstanding invoices, charged at an interest rate of 1.25% per month (15% per annum); or (b) suspend access to, and use of, the Services or Deliverables; or (c) terminate this MSA.

10.4. You will pay us all costs and expenses incurred in recovering any outstanding amounts (including interest) that are due to us under this MSA, including legal costs or other expenses incurred by us in relation to enforcement steps or mercantile or collections agents.

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11. Your Materials

11.1.You may be required to provide data, files, metadata, material, information, tools, or software owned or licensed to you to Appetiser or its related bodies corporate, including: (a) data relating to your business and your personnel, including personal information and confidential information; (b) any other data disclosed by you or otherwise brought to our attention; and (c) all intellectual property rights contained therein, (collectively, Your Materials).

11.2. You grant Appetiser and its related bodies corporate a royalty-free licence to use, reproduce, adapt, modify, sub-licence, and communicate Your Materials so we can provide Services and deliver the Deliverables (if any) under this MSA.

11.3. You will have sole responsibility for the legality, reliability, integrity, accuracy, and quality of Your Materials.

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12. Third-party products and services

12.1. Appetiser may use third-party products and services in the provision of the Services and the Deliverables (Third Party Products and Services). Appetiser will not be responsible for any acts or omissions of these third parties, and Appetiser makes no representation or commitment and shall not have any liability or obligation whatsoever in relation to the content or use of any Third Party Products and Services. Should you use the Services or the Deliverables to enable or assist your use of other Third Party Products and Services, you do so at your own risk. You acknowledge that you will make your own investigations into any Third Party Products and Services, and that you will review their relevant terms and conditions of use.

12.2. Appetiser may incorporate intellectual property rights owned by third parties into its provision of the Services and the Deliverables (Third Party IP). If Appetiser has the ability the licence the use of any Third Party IP on a non-exclusive, perpetual, worldwide, transferrable and sub-licensable basis at the time of incorporation, then Appetiser hereby grants this licence to you. If Appetiser cannot licence the use of the Third Party IP to you on the basis of the foregoing licence terms, then (a) Appetiser must inform you of any Third Party IP used and direct you to where you can obtain a licence to use that Third Party IP, and (b) you will be responsible for acquiring all relevant licences to use Third Party IP.
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12.3. Certain components of the Services and Deliverables (such as code generation, debugging, testing, and documentation) may include or rely on AI Features, some of which may be provided by Third-Party AI Providers. Appetiser may utilise any Third-Party AI Provider to provide the Services and deliver the Deliverables as we deem appropriate. You acknowledge that Appetiser has no obligation to identify each Third-Party AI Provider by name in this MSA and that providers may change from time to time. Appetiser will not transmit, disclose, or otherwise make available any non-anonymized and de-aggregated AI Customer Input, AI Customer Output, or other Your Materials to any Third-Party AI Provider to train, fine-tune, or otherwise improve any AI Feature.

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13. Intellectual property rights

13.1. The parties acknowledge and agree that each party retains all intellectual property rights created or developed by it or owned by it prior to the Commencement Date (Background IP).

13.2 Appetiser grants you a non-exclusive, personal, revocable, and non-sublicensable licence to access and use Appetiser’s Background IP as is embodied in any Deliverables or Services, to the extent necessary for you to use those Deliverables or Services for your business purposes or and any other purpose expressly stated in the Development Engagement Letter or Roadmap.

13.3. Appetiser may use, reproduce and publish: (a) your name, logo, and trademark; (b) reference(s) to the fact that you are a customer of Appetiser; and (c) copies of the design elements of the Deliverables, on our website or our marketing collateral, for promotional or portfolio purposes.

13.4. The Deliverables will be delivered to you and title to all Deliverables (including all intellectual property rights contained therein but excluding Appetiser’s Background IP) will pass to you on receipt of full and final payment of the Fees (and any other amounts owing under this MSA).

13.5. You will remain the owner of Your Materials and your Background IP, provided you grant Appetiser and its related bodies corporate a royalty-free, transferable, worldwide, and perpetual licence for Appetiser (and its related bodies corporate) to use and sub-license any of Your Materials and your Background IP for the purpose of providing the Services and delivering the Deliverables. You warrant that Your Materials and your Background IP do not infringe on the rights of third parties.

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14. Liability

14.1. To the maximum extent permitted by law, Appetiser excludes all express or implied representations, conditions, statutory guarantees, warranties, and provisions (whether based on statute, common law, or otherwise) in connection with the access to and use of, the Services, the App and the Deliverables.

14.2. To the maximum extent permitted by law, Appetiser will not be liable to you or any third party for any Loss.

14.3. Under no circumstances will Appetiser’s aggregate liability, whether based upon warranty, contract, statute, tort (including negligence), or otherwise, exceed the Fees paid by you in the preceding 1 month of the claim.

14.4. You are responsible for results or conclusions obtained from the use of the Services and the Deliverables. Appetiser will not be liable for any damage caused by errors or omissions in any information or instructions provided by you in connection with the Services or the Deliverables.

14.5. You agree to defend, indemnify, and hold Appetiser, its related bodies corporate, officers, directors, and personnel (collectively, the Indemnified) harmless from and against any and all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of or arising out of (a) the access to, and use of, the Services or the Deliverables by you or any third party; (b) Your Material or your Background IP breaching a third party’s intellectual property rights; or (c) any breach by you or your Personnel of this MSA.

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15. Termination

15.1. Either party may terminate this MSA by giving the other party at least 14 days’ written notice of termination, except if you terminate this MSA within three months of the Commencement Date, you will pay us, by way of liquidated damages, a cancellation fee equal to two weeks of Fees which is a genuine and reasonable pre-estimate of Appetiser’s losses arising out of the early termination of the MSA.

15.2. Either party may terminate this MSA immediately by notice in writing if: (a) the other party is in breach of any material term of this MSA and such breach is not remedied within 20 days after receiving notice requiring it to do so, or such breach is not capable of remedy, or (b) the other party becomes bankrupt or insolvent.

15.3. On termination of this MSA for any reason: (a) you must immediately pay all outstanding Fees and any other amount owing to Appetiser under this MSA/Project Budget (including interest). In the event that any milestone for the payment of Fees has not been reached as of the date of termination of this MSA, you shall pay us an amount representing the value of the Services or Deliverables (if any) provided up to the date of termination on a pro-rata basis; (b) you must immediately return to Appetiser all confidential information, Background IP and any other property belonging to Appetiser in your possession, custody or control; (c) all licences and rights granted to you under this MSA shall immediately terminate; and (d) Appetiser has no obligation to complete any Deliverables that remain incomplete on the date of termination (including developing a workaround or remedying any defects detected during Acceptance Testing).

15. 4 You acknowledge and agree on termination of this MSA for any reason, Appetiser is under no obligation to: (a) complete any outstanding Deliverables (Appetiser will deliver any Deliverables completed prior to the date of termination to you); (b) undertake any rectification works to ensure that the Deliverables pass any outstanding Acceptance Testing; or (c) develop a workaround for Deliverables that have failed Acceptance Testing prior to the termination of the MSA.

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16. Confidentiality and privacy

16.1. Each party undertakes that it will not, either during the Term or at any time thereafter (except as required by law) disclose to any person any confidential information of or relating to the other party or its related bodies corporate which has come into its possession as a result of this MSA (except that each party may disclose confidential information to its professional advisors an employees on an ‘as needed’ basis and only to the extent they need to know). You shall procure that anyone else receiving the benefit of the Services or the Deliverables (or any part thereof), whether your employees or otherwise, comply with the terms of this clause as if they were a party to this MSA. The obligations of confidentiality imposed by this MSA survive the termination of this MSA.

16.2. You agree that, in relation to Your Materials and to the extent that you come into possession of any personal information in the course of exercising your rights or performing your obligations under this MSA, you will comply with relevant privacy laws.

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17. Force Majeure Event

Appetiser will not be liable to you or anyone else under this MSA if it is prevented from or delayed in performing its obligations under this MSA, or from carrying on its business, by acts, events, omissions, or accidents beyond control including, but not limited to: acts of God; any failure of a utility service or transport or telecommunications network, riots, civil commotion; computer hacking; war, acts of terrorism, malicious damage; any accident, breakdown of plant or machinery; fire, flood, storm or earthquake, any disaster or adverse weather, epidemic, pandemic, mandatory government shut-down or lock-down, any default or non-performance of hosting or data centre providers or other suppliers or sub-contractors, Labour disputes, or any other failure, act or omission in Appetiser’s supply chain or Third Party Service Providers (collectively, a Force Majeure Event).

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18. Non-solicitation

You agree not to, directly or indirectly, engage, employ or solicit any of Appetiser’s personnel or its related bodies corporate’s personnel involved in the provision of the Services and/or the Deliverables during the Term and for 12 months after the termination or expiry of this MSA (or, if this is deemed invalid, for 6 months from the date of termination of this MSA).

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19. Dispute resolution

19.1. The parties must, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute under or relating to this MSA initially to a nominated representative of each party to endeavor to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may initiate court proceedings. Notwithstanding the existence of a dispute, each party must continue to perform its obligations.

19.2. Invoices may only be disputed by you by providing Appetiser with written details within seven days of the invoice date, failing which the invoice shall be deemed accepted by you. You shall make payment of any undisputed portions of an invoice.

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20. General

20.1. If any provision (or part of a provision) of this MSA is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.

20.2. This MSA, the Development Engagement Letter, Roadmap (as amended from time to time) and our Privacy Policy constitute the whole agreement between the parties and supersede any previous arrangement, understanding, or agreement between them relating to the subject matter they cover.

20.3. You may not assign, transfer or deal in any other manner with all or any of your rights or obligations under this MSA without our prior written consent. To the extent permitted by law, Appetiser may, at our absolute discretion, assign, transfer or deal in any other manner with all or any of our rights or obligations under this MSA without your prior written consent.

20.4. No partnership, employment relationship, joint venture, or any other form of association is created in this MSA.

20.5. The laws of the state of Wyoming, United States govern this MSA. The parties agree to submit to the exclusive jurisdiction of the courts of Wyoming, United States.

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21. Definitions

21.1. Advertising Services means any or all of the following: (a) social media marketing; (b) search engine marketing and Google AdWords services; (c) e-mail marketing and e-commerce advertising campaigns; (d) search engine optimisation services; (e) website content development; and/or (f) other digital marketing solutions as agreed by the parties from time to time in the Roadmap.

21.2. App means the web or mobile application developed by Appetiser for you in accordance with the terms and conditions of this MSA and the Roadmap (as amended from time to time).

21.3. AI Feature(s) means any optional or embedded functionality of the Services that uses machine-learning models, large-language models or other artificial-intelligence techniques to generate, transform or classify data.

21.4. AI Customer Input means any prompt, data set, instruction or other content submitted to, or otherwise processed by, an AI Feature.

21.5. AI Customer Output means any content or results generated by an AI Feature in response to an AI Customer Input.

21.6. App Development Services means the provision of mobile application and software development services as further described on our website or in the Roadmap.

21.7. Appetiser Baseplates means the: (i) content management software program; and (ii) software development infrastructure (including tools, processes, systems, features and software environments), owned, developed and used by Appetiser to create and build software applications.

21.8. Background IP has the meaning in clause 13.1 and in the case of Appetiser, includes our Appetiser Baseplates.

21.9. Development Engagement Letter means the initial proposal for the provision of Services and Deliverables, which comprises the Roadmap and Project Budget.

21.10. Development Plan means the plan setting out: (i) the number of Personnel that you will engage or hire to perform the App Development Services each calendar month; (ii) the maximum number of design and product management hours supplied to you each calendar month; and (iii) the corresponding fixed monthly Fee you will pay for Development Plan, as further described in the Development Engagement Letter.

21.11. Deliverables means the tangible deliverables produced or generated as a result of the Services, such as the App, the source code, systems, software programs, related technology, documentation and marketing/advertising content.

21.12. Kanban Methodology means the workflow management method and visualisation tool that assists service providers to define, manage and improve service delivery and product development.

21.13. Loss means (a) direct, indirect, consequential, incidental, special or exemplary damages, expenses, losses or liabilities; (b) loss of anticipated or actual profits, loss arising from business interruption, loss of anticipated or actual revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, downtime costs, loss of use, failure to realise anticipated savings, loss of contracts or interest, loss of opportunity or expectation loss or loss of production; or (c) loss of or damage to any property; or (d) loss or damage of any kind caused by the delay or late delivery of the Deliverables; or (e) any personal injury or death to you or any third person, arising out of, relating to or connected to, the provision or use of the Services or the Deliverables (or any Third Party Products and Services used in connection with the Services, including AI Features or any AI Customer Output).

21.14. Minimum Viable Product or MVP is an early or basic version of the App for launch that contains the minimum must have functions or features to satisfy early customer demand and provide feedback for future App Development Services.

21.15. Personnel means any officer, employee, agent, contractor, sub-contractor or consultant of a party.

21.16. Project Budget has the meaning in clause 4.1 (as amended from time to time).

21.17. Roadmap has the meaning in clause 4.1 (as amended from time to time).

21.18. Services means the provision of any or all of the following: (a) Advertising Services; and/or (b) App design and consulting services; (c) App Development Services; (d) software maintenance and support services; and/or (e) any other technology and/or customer sales and support services as agreed by the parties from time to time, as further described in the relevant Roadmap.

21.19. Third-Party AI Providers means the artificial intelligence services or models that are made available through or integrated with the Services but operated or owned by third parties and that Appetiser may integrate, embed or otherwise make available as part of an AI Feature.