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Master Services Agreement (MSA)

Effective Date: September 1, 2025 Parties: This Master Services Agreement (“Agreement”) is entered into between Rising Orchards LLC, a Florida limited liability company doing business as IgorBox (“Company,” “we,” “our,” or “us”), and the undersigned customer (“Customer,” “you,” or “your”).

1. Purpose and Scope

This Agreement governs the purchase, licensing, and use of:

  • Hardware: IgorBox IoT devices, controllers, accessories, and related physical products.
  • Firmware: Proprietary, non–open source embedded software pre-installed or provided by IgorBox for use on IgorBox hardware.
  • Software: IgorBox SaaS platform, enterprise software, APIs, and tools.
  • Support & Services: Installation, configuration, maintenance, and other services provided under Statements of Work (SOWs) or order forms.

2. Hardware and Firmware Security

2.1 Secure Boot – IgorBox hardware is manufactured with secure boot enabled. This ensures only digitally signed, authentic IgorBox firmware can be executed.

2.2 Official Firmware Requirement – Customer agrees that IgorBox hardware must run only IgorBox-provided firmware signed by our private keys. Any modification, bypass, or replacement of this firmware is strictly prohibited without prior written consent.

2.3 Tampering – Attempting to disable secure boot, modify bootloaders, or load unauthorized firmware may:

  • Void all warranties.
  • Terminate any associated software licenses.
  • Result in legal action if intellectual property rights are infringed.

3. Licensing

3.1 Firmware License – Rising Orchards grants Customer a non-exclusive, non-transferable, revocable license to use the firmware solely in connection with IgorBox hardware purchased by Customer.

3.2 Software License – Enterprise software is licensed under proprietary terms. Open-source components are licensed under their respective licenses.

3.3 Restrictions – Customer shall not:

  • Reverse-engineer, decompile, or disassemble IgorBox firmware or software.
  • Circumvent licensing, encryption, or authentication mechanisms.
  • Use IgorBox products in high-risk, safety-critical environments without explicit written consent.

4. Intellectual Property

All rights, title, and interest in and to:

  • IgorBox hardware designs, firmware, and software.
  • Trademarks, logos, and branding.
  • Documentation and specifications. remain the sole property of Rising Orchards LLC or its licensors. No rights are granted except those expressly stated in this Agreement.

5. Orders, Delivery, and Acceptance

  • Orders are placed via executed SOWs, purchase orders, or online transactions.
  • Title to hardware passes upon delivery, but IgorBox retains intellectual property rights in firmware and software.
  • Acceptance is deemed upon delivery unless Customer notifies IgorBox of defects within 30 days.

6. Warranties

6.1 Hardware Warranty – IgorBox warrants that hardware will be free from defects in materials and workmanship for 12 months from delivery.

6.2 Firmware/Software Warranty – Provided “as is” without warranties of any kind, except that official IgorBox firmware will function on compatible IgorBox hardware as documented.

6.3 Exclusions – Warranty does not cover damage caused by:

  • Unauthorized modifications.
  • Installation of non-IgorBox firmware.
  • Improper use or environmental conditions.

7. Support and Updates

  • Firmware updates will be digitally signed and delivered via secure channels.
  • IgorBox may discontinue updates for legacy hardware after 2 years from purchase.
  • Support terms will be defined in SOWs or separate support agreements.

8. Data Usage and AI

  • IgorBox may collect anonymized or aggregated device telemetry for diagnostics, performance improvements, and AI model training.
  • No personally identifiable information will be used for AI training without explicit consent.

9. Limitation of Liability

To the fullest extent permitted by law:

  • IgorBox is not liable for indirect, incidental, or consequential damages.
  • IgorBox’s maximum liability shall not exceed the amount paid for the affected product or service.

10. Termination

This Agreement may be terminated by either party for:

  • Material breach not cured within 30 days of written notice.
  • Insolvency or cessation of business.

Upon termination:

  • All licenses immediately terminate.
  • Customer must cease use of IgorBox firmware and software and return or destroy related copies.

11. Governing Law

This Agreement is governed by the laws of the State of Florida, USA, without regard to its conflict of law provisions.

12. Entire Agreement

This Agreement, together with any SOWs, order forms, and incorporated documents, constitutes the entire understanding between the parties and supersedes all prior agreements.

13. Fees, Invoicing, and Taxes

  • Fees are set forth in the applicable order form or SOW. Unless otherwise stated, all fees are due net 30 days from invoice date.
  • Late payments may accrue a finance charge of 1.5% per month (or the maximum allowed by law, if lower) and may result in suspension of Services until all amounts are paid.
  • Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, duties, and other taxes or governmental charges associated with the purchase, excluding taxes based on our net income.

14. Confidentiality

  • “Confidential Information” means non-public information disclosed by a party that is marked or otherwise reasonably understood to be confidential, including product roadmaps, pricing, source code, security information, and business plans.
  • Each party will: (a) use the other party’s Confidential Information only to perform under this Agreement; and (b) not disclose it to any third party except to employees, contractors, and advisors bound by obligations of confidentiality no less protective.
  • Exclusions: Information that is or becomes public without breach, known to the recipient without duty of confidentiality, independently developed, or rightfully received from a third party.
  • Compelled Disclosure: A party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice (where legally permitted) and cooperates to seek protective treatment.
  • Duration: Confidentiality obligations survive for 3 years from disclosure; trade secrets are protected for so long as they remain trade secrets under applicable law.

15. Notices

  • Notices must be in writing and deemed given when delivered by personal delivery, reputable courier, certified mail (return receipt requested), or email.
  • Notices to Company: Rising Orchards LLC d/b/a IgorBox, 128 Orange Ave, Daytona Beach, FL 32114; Email: help@igorbox.com.
  • Notices to Customer: to the address and/or email specified on the applicable order form or SOW.

16. Export Control and Sanctions

Customer agrees to comply with all applicable export control, sanctions, and anti-boycott laws, including those of the United States and any other relevant jurisdictions. Customer will not export, re-export, or transfer the products, software, or technology to any prohibited countries, entities, or end users, or for any prohibited end uses (including weapons proliferation or military end use in embargoed regions).

17. Force Majeure

Neither party will be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor actions, utility or telecommunications outages, governmental action, or supply chain disruptions. Payment obligations are not excused. The affected party will use reasonable efforts to mitigate the impact and resume performance.

18. Order of Precedence

In the event of conflict between documents, the following order of precedence applies (highest to lowest): (1) an order form or SOW (but only for the particular transaction described therein), (2) this Agreement, and (3) referenced policies.

19. Assignment and Subcontracting

Neither party may assign this Agreement without the other party’s prior written consent, except either party may assign without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. We may use subcontractors to deliver Services and remain responsible for their performance.

20. Publicity

Neither party may use the other’s name, logo, or trademarks for publicity without prior written consent. Notwithstanding the foregoing, either party may disclose the existence of this commercial relationship where required by law.

21. Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

22. General Provisions

  • Severability: If any provision is unenforceable, the remainder will remain in effect.
  • Waiver: A waiver must be in writing; failure to enforce is not a waiver.
  • Survival: Sections that by their nature should survive (including confidentiality, IP, limitations of liability, fees due, and governing law) will survive termination.
  • Amendments: Any amendments must be in a writing signed by both parties (including electronic signatures).
  • Counterparts: This Agreement may be executed in counterparts, including electronically.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Rising Orchards LLC
By: ******____******
Name: ******__******
Title: ******___******
Date: ******___******

Customer
By: ******____******
Name: ******__******
Title: ******___******
Date: ******___******

This document is maintained at github.com/RisingOrchards/legal

IgorBox® is a Registered Trademark of Rising Orchards, LLC.

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