1. Acceptance of Terms

By accessing or using this website, you agree to be bound by these Terms of Use and all applicable laws and regulations. If you do not agree with these terms, you should not use this website.

2. Use of Content

Unless otherwise indicated, and provided that you comply with these terms, you may view, copy, print, and distribute content from this website for informational, noncommercial purposes only. You may not modify the content, and any copy must retain the applicable copyright notice or attribution.

3. Restrictions

You are not authorized to copy, reverse engineer, reproduce, or use any software, proprietary process, workflow, design system, automation, technology, or methodology described or embodied on this website except as expressly permitted in writing by MEGA(X).

4. Privacy and Cookies

You acknowledge that MEGA(X) may collect and use personal information and usage data in accordance with any privacy notice, cookie notice, or similar policy made available on this website. By using this website, you agree to those policies where applicable.

5. Intellectual Property Rights

This website and its content are protected by copyright, trademark, and other laws. MEGA(X) and its licensors reserve all rights not expressly granted in these Terms of Use. No content on this website transfers ownership of any intellectual property rights to you.

6. No Use of MEGA(X) Names or Marks

MEGA(X), the MEGA(X) logo, product names, service names, visual marks, and related brand elements are trademarks or protected identifiers of MEGA(X) or its licensors. You may not use MEGA(X) marks in advertising, publicity, press releases, websites, social media, or other materials without prior written permission.

7. Disclaimers

This website contains general information only. MEGA(X) is not, by means of this website, rendering professional, legal, financial, technical, or other advice or services. Before making decisions that may affect your business, operations, finances, or technology environment, you should consult qualified advisors.

8. Website Provided As Is

This website is provided “as is” and “as available.” MEGA(X) makes no express or implied representations or warranties regarding the website, including that it will be secure, uninterrupted, error-free, free of viruses or malicious code, or meet any particular standard of performance, accuracy, compatibility, or quality.

9. Limitation of Liability

Your use of this website is at your own risk. To the fullest extent permitted by law, MEGA(X) will not be liable for direct, indirect, special, incidental, consequential, punitive, or other damages arising out of or relating to your use of this website, even if MEGA(X) knew or should have known of the possibility of such damages.

10. Third-Party Links and Resources

This website may include links to websites, resources, products, or tools maintained by third parties. MEGA(X) does not control those third-party resources and makes no representations or warranties regarding them. Links should not be interpreted as an endorsement by MEGA(X).

11. Changes to These Terms

MEGA(X) may revise these Terms of Use at any time by posting updated terms on this page. Your continued use of this website after changes are posted means you accept the revised terms.

12. Severability

If any portion of these Terms of Use is found invalid or unenforceable in any jurisdiction, that portion will be interpreted to the maximum extent permitted by law, and the remaining terms will continue in full force and effect.

13. Statements of Work

Project-specific deliverables, timelines, responsibilities, fees, approvals, and acceptance criteria may be governed by a separate Statement of Work, proposal, order form, or written agreement between you and MEGA(X). If there is a conflict between these website Terms of Use and an executed SOW, the executed SOW will control for the specific project covered by that SOW. To review our SOWs, visit the MEGA(X) SOW library.

 

Customer Responsibilities

1. Customer will provide Mega X with all requested information in a timely manner.  Mega X will not be responsible for any delays incurred as a result of Customer’s failure to provide the requested information.

2. Customer will provide prompt responses to Mega X.  If the Customer does not provide prompt responses, Mega X will not be responsible for any deployment delays or expiration to Customer’s SOW.

3. Customer will assign a point of contact who will be available to answer any questions related to the delivery of services and have authority to make service related decisions.

4. Customer will take an active part in design, configuration, testing, and end-user training of the platform.

5. Customer is responsible for any additional end-user training outside the scope of the deliverables listed above.

6. Customer is responsible for all data migration activities.

Response Time

Customer acknowledges that Mega X's standard response time for all inquiries is a minimum of forty-eight (48) business hours, measured from the time of receipt during normal business hours (Monday–Friday 9am-5pm), Pacific Time). Mega X shall not be obligated to respond to any inquiry, request, or communication outside of this timeframe.

Mega X Assumptions

1. Any service or deliverable not specifically mentioned in the SOW is considered out of scope and will not be undertaken or included in this engagement.

2. In the event that the Professional Services must be extended beyond the scope and/or timeline herein the parties shall enter into a change order agreement to deliver such changes at the standard professional services hourly rate. Reference Change Order section below:

3. The typical engagement schedule is outlined above. Should the customer wish to reallocate sessions and/or hours, both parties will need to agree on the reallocation.

4. Customer acknowledges and agrees that Mega X may develop for itself, or for others, content similar to the materials and processes developed in performing the Services, and nothing contained herein precludes Mega X from developing or disclosing such materials and information.

5. The Services provided in this SOW are non-cancelable and the associated fees paid or payable are non-refundable and cannot be used as a credit towards any other amounts due to Mega X without Mega X’s prior written consent, which may be withheld in its sole discretion.

6. In the event of a conflict between this SOW and an Order Form and/or Invoice, the provisions of the SOW shall take precedence.

7. Unless otherwise specified in the Order Form and/or Invoice, all professional services must be utilized by Customer within ninety (90) days from the effective date. Customer shall have a revocable, non-transferable, term license to use the materials provided hereunder for its internal use only. All other rights in the materials remain in and/or are assigned to Mega X.

8. Mega X will deliver the required professional services with qualified employees of Mega X who psychically reside in the United States of America, Australia, Philippines. Mega X is ultimately accountable for the delivery of services listed in this SOW.

9. Scheduled meetings canceled by Customer less than 24 hours in advance will result be subject in project hours being utilized for the meeting.

10. Services provided by Mega X hereunder are for use by Customer only and for the purposes described herein. In no event will Customer allow third parties to access or use the materials provided by Mega X hereunder.

11. Mega X Engineers shall provide advice, strategic planning support, and recommendations for best practices to optimize the Mega X platform. The implementation and operational management of these strategies, including any hands-on application, shall be the sole responsibility of the Customer.

12. This service package does not encompass continuous or full-time support. Mega X Engineers shall render their Services during pre-scheduled sessions (“Scheduled Sessions”).

13. The responsibility for managing project timelines, deliverables, and the day-to-day operational management related to the activation of the Mega X platform shall rest exclusively with the Customer’s project team.

14. Services expressly exclude the inputting of data into the Mega X platform, conversion of physical records to digital format, and extensive data migration tasks. These activities are beyond the scope of this agreement.
    
    

Out of Scope

1. Integrations to other platforms to ClickUp or from ClickUp Workspace to other platforms (separate SOW required if work is on invoice/order form). 

2. Migration of items from ClickUp Workspace to other platforms or from other platforms to ClickUp (separate SOW required if work is on invoice/order form). 

3. Migrations within ClickUp Workspace to ClickUp Workspace (separate SOW required if work is on invoice/order form). 

4. Any product feature development. 

5. Bug creation, tracking and/or resolution for customer's SaaS platforms, applications, devices and/or products unless specifically mentioned in this SOW.

6. Configuration of Customer's SaaS platforms, applications, devices and/or products unless specifically mentioned in this SOW.

Confidentiality & Conduct

This SOW is proprietary and confidential to Mega X and no portion of this SOW may be duplicated or used for any purpose other than to receive the Services from Mega X described herein.

Additionally, each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes, but is not limited to, non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services and your Content (“Customer Data”).  The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person (except in performance of the Services or as otherwise permitted herein) any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof, or to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any implementation services provided by a Company customer success manager or professional services consultant if included in an applicable Order Form (the "Implementation Services") or support, and (c) all intellectual property rights related to any of the foregoing (collectively, “Services IP”). To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to Company. 

Professional Conduct and Zero Tolerance Policy

Mega X maintains a zero tolerance policy for harassment, intimidation, or abusive behavior of any kind. Any form of physical, verbal, or written misconduct, including aggressive communication, derogatory remarks, discrimination, or threats, may result in the immediate suspension or termination of services at Mega X’s discretion.

Mega X reserves the right to terminate this Agreement without penalty if the Client or its representatives engage in behavior deemed abusive, hostile, or inappropriate toward any Mega X employee, or affiliate. In all such cases, all fees paid or payable up to the date of termination shall remain due and non refundable. All fees paid prior to termination remain non-refundable.

Warranty

Mega X warrants that it will perform its obligations in this SOW in a professional manner. As Customer’s exclusive remedy for Mega X's breach of the foregoing warranty, Mega X shall make commercially reasonable efforts to correct deficiencies at no additional cost to Customer, provided Customer gives written notice to Mega X which describes any deficiencies within thirty (30) days of the earlier of Customer’s discovery of a deficiency or after delivery of the services by Mega X.

SaaS Product Downtime and Liability Clause

Limitation of Liability for SaaS Product Downtime and Outages

Mega X shall not be held financially or otherwise liable for any damages, losses, or disruptions, including but not limited to direct, indirect, incidental, consequential, or special damages, arising from or related to downtime, outages, interruptions, or unavailability of any Software as a Service (SaaS) products utilized in the performance of the services outlined in this Statement of Work.

Although rare, Mega X is not liable for any downtime, outages, or inability to use the SaaS product purchased that may occur from Mega X's Professional Services . This includes, but is not limited to, service disruptions caused by third-party providers, network failures, system maintenance, or unforeseen technical issues beyond Mega X's reasonable control.

Development Limited to Current SaaS Product Release Potential

Mega X's development services for any SaaS product shall be limited to the capabilities, features, and functionality available in the current release of the SaaS product at the time of development. Mega X is not responsible for any limitations, constraints, or unavailability of features in future releases, updates, or modifications to the SaaS product made by the third-party provider. Any development work performed by Mega X will be based solely on the documented and accessible potential of the SaaS product’s current release, and Mega X shall not be liable for any inability to implement features or functionalities that are not supported by the SaaS product at the time of service delivery.

Client Responsibilities

The Client acknowledges that SaaS products may experience periodic downtime or outages and agrees to maintain appropriate contingency plans to mitigate any impact on their operations. The Client shall not hold Mega X responsible for any costs, expenses, or losses incurred due to reliance on SaaS products or their unavailability.

No Warranties for Third-Party SaaS Products

Mega X makes no warranties, express or implied, regarding the performance, availability, or reliability of third-party SaaS products. Any warranties or service level agreements (SLAs) related to such products are solely between the Customer and the respective SaaS provider.

Force Majeure

Mega X shall not be liable for any failure or delay in performing its obligations under this Statement of Work due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, cyber-attacks, or third-party service failures.

CHANGE MANAGEMENT, SCOPE FREEZE, WORKFLOW EVALUATION, FORCE MAJEURE, AND INDEMNIFICATION

1. Definition of Change

A “Change” means any addition, deletion, modification, reprioritization, redesign, expansion, substitution, or deviation from the Deliverables, Workflows, Integrations, Architecture, Assumptions, Timeline, Milestones, or Responsibilities defined in this Statement of Work (“SOW”).

Changes include, without limitation:

• Addition of new workflows, boards, spaces, departments, or business units

• Expansion or redesign of automation logic

• Addition or modification of integrations or third-party systems

• Structural re-architecture of approved configurations

• Rework of previously approved deliverables

• Changes in sequencing requiring rebuild or configuration adjustments

• Executive-driven pivots or reprioritization

• Expansion of user groups, reporting structures, or data models

• Discovery of previously undisclosed technical or operational complexity

2. Architectural Scope Freeze

Upon written approval of requirements, architecture, sprint backlog, or defined deliverables, such items shall be deemed frozen (“Scope Freeze”).

Following Scope Freeze:

• No structural or material modifications shall occur without an executed Change Order.

• Mega X shall not be obligated to absorb redesign, rebuild, or expanded complexity resulting from Client-requested modifications.

• Any deviation from frozen scope automatically triggers Change Management procedures.

Scope Freeze exists to preserve architectural integrity, sequencing efficiency, and delivery predictability.

3. Undefined Workflows Identified Post-Kickoff

If workflows, use cases, automations, integrations, or business processes were not predefined, documented, and mutually agreed upon prior to Project Kickoff, such items shall be subject to evaluation by Mega X.

Upon identification of previously undefined workflows:

• Mega X shall evaluate whether the requested workflows align with the package purchased and originally contemplated business outcomes.

• If such workflows exceed the purchased scope, they shall constitute a Change.

• Mega X may propose expansion through an amended SOW or Change Order.

• Unless otherwise pre-negotiated in a signed sales contract, invoice, or master agreement issued by Mega X or related third-party platform providers, additional work shall be billed at Three Hundred Dollars ($300.00) per hour.

Mega X retains sole discretion to determine whether newly identified workflows materially expand scope.

4. Written Change Order Requirement

Mega X shall have no obligation to perform work outside defined Scope unless:

1. A written Change Order is issued describing the requested modification;

2. The Change Order includes documented scope, commercial, timeline, and technical impact assessment; and

3. The Change Order is signed by an authorized representative of Client.

Verbal direction, meeting discussions, chat messages, or informal approvals shall not authorize expanded work.

5. Seven (7) Business Day Approval Requirement

Upon issuance of a Change Order:

• Client shall approve or reject the Change Order within seven (7) business days.

• Failure to execute within seven (7) business days shall result in automatic Project Freeze.

6. Project Freeze and Schedule Adjustment

During Project Freeze:

• Mega X may suspend impacted workstreams.

• Milestones and Go-Live dates shall automatically extend by the duration of the Freeze plus reasonable remobilization time.

• Resources may be reassigned.

• Mega X shall not be responsible for delays resulting from pending or rejected Change Orders.

Work resumes only upon executed Change Order or written instruction to proceed strictly within original scope.

7. Commercial and Timeline Adjustments

Approved Changes may result in:

• Additional professional service fees

• Additional token allocations or hours

• Adjustment of milestone dates

• Extension of delivery schedules

• Modification of acceptance criteria

Client acknowledges that mid-project scope changes may materially affect delivery timing and cost.

8. Limitation of Liability Related to Scope Changes

To the fullest extent permitted by law, Mega X shall not be liable for:

• Delays in milestones or Go-Live caused by Change requests

• Financial damages arising from delayed implementation due to unsigned or rejected Change Orders

• Data loss, system interruption, business disruption, lost revenue, lost profits, or consequential damages arising from Client-initiated scope changes

• Any damages of any kind resulting from Project Freeze triggered by failure to timely execute a Change Order

Client acknowledges that Change Management protects project integrity and delivery quality.

9. Force Majeure

Mega X shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake, or severe weather events; internet, telecommunications, or electrical power outages or disruptions; cybersecurity incidents, data breaches, or infrastructure attacks not caused by Mega X's gross negligence or willful misconduct; government actions, regulatory changes, legal orders, or sanctions; labor disputes, strikes, or workforce disruptions; war, terrorism, armed conflict, pandemics, epidemic disease, or civil unrest; outages, API limitations, service interruptions, licensing changes, deprecations, or platform disruptions caused by third-party providers, including but not limited to ClickUp, Make.com, Salesforce, ServiceNow, OpenAI, Anthropic, or other SaaS, AI, or infrastructure platforms on which Mega X's services depend; or the incapacitation, serious illness or injury, death, family medical emergency, bereavement, or comparable major life event affecting any employee, or principal whose participation is reasonably necessary to performance, where such event renders timely performance temporarily impossible or unreasonably impractical.

The foregoing shall apply equally to Client. Client shall not be deemed in breach of this Agreement for any failure or delay in performance — including failure to provide timely approvals, access, materials, feedback, or payment — to the extent caused by a Force Majeure event as described above.

In any Force Majeure event, the affected party shall: (i) provide prompt written notice to the other party upon becoming aware of the event; (ii) use commercially reasonable efforts to mitigate the impact and resume performance as promptly as practicable; and (iii) keep the other party reasonably informed of expected timelines for resumption. If a Force Majeure event continues for more than 60 consecutive days, either party may terminate the affected portion of the agreement without penalty upon written notice, with no further liability to either party except for fees owed for services rendered prior to the termination date.

Performance timelines shall extend for the duration of such events plus reasonable recovery time.

10. Indemnification

10.1 Client Indemnification

Client shall defend, indemnify, and hold harmless Mega X, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, penalties, regulatory fines, judgments, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Client-initiated Changes to scope, workflows, architecture, integrations, or sequencing

• Failure to timely execute a Change Order resulting in Project Freeze or delay

• Client-provided data, documentation, or instructions that are inaccurate, incomplete, or unlawful

• Regulatory or compliance violations arising from Client’s business processes or data handling

• Client expansion of workflows beyond defined scope

• Claims by third parties arising from Client-directed modifications

10.2 Third-Party Platform Disclaimer

Mega X configures and integrates third-party platforms. Mega X shall not be responsible for:

• Platform outages

• API restrictions

• Vendor-imposed limitations

• Security incidents not caused by Mega X gross negligence

• Vendor roadmap changes

Client agrees to indemnify Mega X against claims arising from third-party platform limitations or failures.

11. No Waiver

Failure by Mega X to enforce Change Management procedures shall not constitute waiver of rights. Work performed outside defined scope without executed Change Order shall be billable at Mega X’s then-current rates.

12. Scope of Work; Exclusions

The services to be performed by Mega X under this Agreement are limited exclusively to those described in the applicable Statement of Work. Unless expressly stated in the SOW, Mega X's scope of services does not include, and Client shall not construe this Agreement to require, the development, drafting, design, documentation, or implementation of business processes, standard operating procedures (SOPs), operational workflows (outside of the designed ClickUp build), training materials (outside of the designed ClickUp build), internal policies, or any other process documentation or organizational methodology. Any such services requested by Client outside the scope defined in the SOW shall be subject to a separate written agreement or SOW amendment and may be subject to additional fees (Change Order will be required).

Fees

The fees for the Services in this SOW are listed in the Order Form/Invoice (exclusive of T&E, which will be billed at actual cost) and are due in full before services commence, in accordance with the payment terms set forth therein.

Travel and out-of-pocket expenses, including flights, hotels, meals, transportation, and related expenses, are excluded from the base fees and will be billed separately at actual cost.

Mega X will only incur travel and expenses that are necessary, reasonable, and approved in advance by the Customer. Travel expenses only apply when Mega X is required to physically travel to the Customer’s location for onsite business activities, including training, workshops, discovery sessions, or other agreed-upon services.

If no travel is required, the Customer will not incur any travel or expense charges. All travel must be discussed and approved in advance by both the Customer and Mega X before any travel arrangements are made.

The Services provided in this SOW are non-cancelable and the associated fees paid or payable are non-refundable and cannot be used as a credit towards any other amounts due to Mega X without Mega X’s prior written consent, which may be withheld in its sole discretion.

Receipts or reasonable documentation will be provided upon request for any reimbursable travel or out-of-pocket expenses.

A.1  Suspension of Services & Access

If any invoice remains unpaid for more than seven (7) calendar days past its due date, Mega X reserves the right, at its sole discretion and without further notice, to:

• Suspend all ongoing work, support, and services provided to Client under this SOW;

• Lock or restrict access to all custom builds, workflows, automations, templates, dashboards, integrations, and configurations developed by Mega X — even those residing within Client's own ClickUp account or third-party platforms;

• Withhold delivery of any Deliverables, updates, or enhancements until the outstanding balance is paid in full;

• Cease all project management activities and client success support.

Note: Client will retain access to their ClickUp account itself. However, all assets, builds, automations, workflows, templates, and configurations created by Mega X within or connected to that account will be locked, deactivated, or access-restricted until full payment is received. Suspension of services shall not relieve Client of any payment obligation.

A.2  Right of Build Removal

In the event that any invoice remains unpaid at fourteen (14) calendar days past its due date — or upon termination of this Agreement for non-payment — Mega X reserves the absolute right to remove, deactivate, and/or dismantle any and all Deliverables, builds, systems, automations, integrations, or custom configurations developed by Mega X on behalf of Client (collectively, the "Build"). The following terms govern such removal:

1. Scope of Removal. Mega X may remove, disable, revoke access to, or permanently delete any custom workflows, automations, ClickUp configurations, third-party integrations, API connections, code, templates, SOPs, and any other work product created under this SOW, whether residing within Client's ClickUp account, third-party platforms, or Mega X infrastructure. For clarity, Client will retain access to their base ClickUp account; however, all Mega X-built content within it will be removed or locked.

2. Notice Prior to Removal. Mega X shall provide written notice of its intent to remove the Build no less than three (3) business days before removal is executed. Notice shall be delivered via email to the primary contact identified in the Order Form. Failure by Client to respond to or act upon such notice shall not delay the removal.

3. No Liability for Removal. Client agrees that Mega X shall bear no liability, whether direct, indirect, incidental, special, or consequential, for any loss of data, business interruption, loss of revenue, or operational disruption resulting from the removal of the Build due to non-payment. Client assumes all risk associated with non-payment and its consequences.

4. Impact on Go-Live Date. Client acknowledges that any payment delinquency resulting in suspension or removal of the Build will directly compromise the agreed target go-live date specified in this SOW. Mega X shall not be held responsible for delays to the go-live timeline caused by Client's failure to pay on time. Any rescheduling of the go-live date following a payment delay will be subject to Mega X's then-current availability and scheduling capacity, and Mega X makes no guarantee that the original go-live date can be honored.

5. Ownership of Work Product. All Deliverables, Builds, and work product created by Mega X shall remain the intellectual property of Mega X until full payment has been received. Upon complete payment of all outstanding balances, ownership and/or a license to use the Deliverables shall transfer to Client as outlined in the Order Form.

6. Reinstatement After Removal. Should Client wish to reinstate the Build after removal has occurred, Client must pay: (i) all outstanding invoices in full, (ii) a flat reinstatement fee of five hundred dollars ($500.00), and (iii) any additional costs Mega X incurs in reconstructing or restoring the Build. Mega X is under no obligation to reinstate a removed Build, and the original go-live date will no longer be guaranteed upon reinstatement.

A.3  Dispute Resolution

Client must raise any billing dispute in writing within five (5) business days of receiving the disputed invoice. Disputes must be submitted via our contact us page and must include: the specific invoice number, the basis for the dispute, and supporting documentation. Undisputed portions of any invoice remain due and payable on the original due date. Raising a dispute does not suspend payment obligations on undisputed amounts, nor does it extend the 14-day payment window.

A.4  Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with us exclusively in a state or federal court located in Brentwood, CA, and to submit to the personal jurisdiction of the courts located in Contra Costa County for the purpose of litigating all such disputes.

Ownership and Intellectual Property; Payment Condition

All deliverables, systems, automations, workflows, software configurations, and other work product developed by Mega X, Inc. ("Mega X") under this Statement of Work (collectively, the "Work Product") remain the sole and exclusive property of Mega X until all invoices associated with this engagement are paid in full. No license, right of use, or ownership interest in the Work Product is granted to Client until receipt of full payment.

If any invoice remains unpaid for more than thirty (30) days past its due date, any and all licenses or rights previously granted to Client with respect to the Work Product shall automatically suspend without notice, and Client shall immediately cease all use, deployment, access, reproduction, distribution, and operation of the Work Product until the outstanding balance is paid in full.

Any unauthorized use of the Work Product during a period of nonpayment shall constitute misappropriation of Mega X's intellectual property and may give rise to claims under California law, including but not limited to the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and applicable provisions of the California Commercial Code.

Upon receipt of full payment of all outstanding invoices, any suspended rights or licenses shall automatically reinstate as set forth in this Statement of Work.

"Work Product" includes all configurations, automation logic, workflow architecture, templates, custom structures, integrations, AI systems, AI-generated outputs, and related documentation created by Mega X, but excludes any third-party platforms, software, or services used in the delivery thereof.

CLIENT ACKNOWLEDGMENT

By executing this Statement of Work and/or Order Form, Client confirms that they have read, understood, and agreed to all payment terms and Build Removal provisions in Section A. Client acknowledges that all payment obligations are clearly stated in the executed documents, that payment is strictly due within 14 days, and that non-payment will result in service suspension, build removal, a $500 reinstatement fee, and compromise of the agreed target go-live date.