This Addendum ("Addendum") is entered into as part of the Master Services Agreement ("MSA") between WILLAY LLC, a Wyoming limited liability company, and the Customer identified in the applicable Order Form. This Addendum governs any custom software development provided by WILLAY as further defined in the applicable Order Form or Statement of Work ("SoW").

1. Scope of Work

WILLAY agrees to deliver custom software functionality, modules, or components based on Customer's business requirements as described in the applicable Order Form or SoW.

2. Intellectual Property

Ownership of intellectual property for custom-developed components shall be defined in the applicable Order Form as one of the following:

• Client-Owned: All intellectual property rights shall be assigned to Customer upon final payment.
• Willay-Owned: Intellectual property remains with WILLAY and is licensed to Customer strictly for use within WILLAY's SaaS platform(s) as defined in the MSA.

If no selection is made, the default ownership remains with WILLAY under a non-exclusive license to Customer within the scope of the Services.

3. Project Management and Acceptance

Customer shall designate a primary point of contact ("Project Manager") authorized to approve scope, provide feedback, and accept deliverables. Each deliverable will be subject to a 7-business-day acceptance period. If no written objections are raised, the deliverable will be deemed accepted.

4. Change Requests

Any changes to the scope must be requested in writing and are subject to WILLAY's approval, revised timeline, and additional fees.

5. Warranty

Custom software deliverables are warranted to materially conform to the agreed specifications for 30 days after acceptance. WILLAY will correct defects reported within this period at no additional charge.

6. Support and Maintenance

Ongoing hosting, monitoring, or support of the custom software is included only where explicitly defined in the Order Form. Otherwise, these services are available under WILLAY's standard SaaS terms or hourly service rates.

7. Third-Party Dependencies

WILLAY is not responsible for delays, limitations, or outages caused by third-party platforms, APIs, or services that are not under its control and are required by the Customer for integration or operation.

8. Use in Portfolio

Unless otherwise agreed in writing, WILLAY may reference the project in its portfolio, marketing materials, or case studies. Customer trademarks or confidential information will not be disclosed without explicit consent.

9. Testing and Staging Disclaimer

Unless otherwise agreed, Customer is responsible for final acceptance testing in staging or production environments. WILLAY is not liable for issues resulting from unverified deployments.

10. Non-Solicitation

Customer agrees not to solicit, hire, or engage, directly or indirectly, any employee or contractor of WILLAY involved in delivering the services, during the term of the Agreement and for twelve (12) months thereafter.

11. Miscellaneous

This Addendum is governed by and subject to the terms of the MSA. In case of conflict between the MSA and this Addendum, this Addendum shall control as to custom development matters.