Nicolas Huggers signs as Director (Bestuurder) of the Contractor and binds the Contractor under this SOW. Cristoforo Perrone signs in a personal capacity solely for the purposes set out in §7.3 (Personal Joinder), as a co-founder of Node AI personally performing services under this SOW.
This Statement of Work ("SOW") governs the engagement between AB6 and Node for the two builds and the monitoring trial described below. All terms herein are agreed in writing and supersede prior discussions on this engagement.
Node will design, build, deploy, and tune two systems for AB6:
The full backend pipeline plus a custom UI built under this SOW. Qualifying candidates land daily in a sortable, searchable table — pre-qualified and ready for A&R review. Table columns, default views, and filter presets are configured at kickoff.
A brand-sponsor outreach engine purpose-built for AB6 and calibrated for the Red Rocks October 2026 cycle.
Following LeadGenOS go-live, Node provides 3 months of Tier-2 monitoring on LeadGenOS: monthly campaign strategy brief, opener-framework refresh, deliverability monitoring with advance warnings, and two strategic calls per month (one every two weeks).
| Window | Milestone |
|---|---|
| Within 48 hours of deposit clearing | Kickoff call; KPI thresholds locked in writing |
| End of Week 3 | Discovery surfacing candidates; LeadGenOS sending infrastructure provisioned and warmup started |
| End of Week 5 (target) | Both systems fully live (speed-bonus trigger — see §3.4) |
| End of Month 1 (LeadGenOS) | First LeadGenOS campaign live, replies flowing into Instantly unified inbox, KPI review |
| Week 6 onward | 3-month monitoring trial begins on LeadGenOS |
All week / month references are measured from the Kickoff Date.
| Milestone | Amount | Trigger |
|---|---|---|
| Kickoff | $1,625 | Upon SOW execution; payable before kickoff call |
| Week 3 | $1,625 | Discovery surfacing candidates AND LeadGenOS sending infrastructure provisioned with warmup started |
| Final | $3,250 | Both systems delivered, accepted by AB6, and source escrow live for LeadGenOS (see §5.3) |
Deemed Acceptance. Acceptance under §3.1 is deemed given if AB6 does not provide written rejection within 10 business days of Node's delivery notice. A valid rejection must identify specific, objectively measurable gaps against (a) the deliverables in §1 or (b) the KPI thresholds in Exhibit A. Subjective dissatisfaction unrelated to the contracted deliverables or KPIs does not constitute a valid rejection. If AB6 timely rejects, Node has 10 business days to cure the identified gaps and re-deliver, restarting the 10-business-day acceptance window.
Invoiced on the 1st of each month for the duration of the 3-month monitoring trial. Trial begins at first LeadGenOS campaign send.
Third-party operating costs (scraping, hosting, enrichment, email-sending platforms, domains) are billed by the respective vendors directly to AB6 at cost, with no Node markup. Expected ranges per Node's proposals:
If both systems are fully live by the end of Week 5, AB6 pays Node an additional $1,000 on top of the Build Fees. "Fully live" means: Discovery surfacing candidates daily through the custom UI; LeadGenOS sending at target daily volume with deliverability metrics in green and replies routing to AB6's team.
All invoices are due within 5 business days of issuance. Payments are made via Upwork (where applicable) or direct bank transfer to the Contractor's bank account on file at AB6's election. Late payments accrue interest at 1.5% per month after a 10-day grace period.
Any work outside the scope defined in §1, or beyond the deliverables enumerated in §1.1, §1.2, and §1.3, requires a written change order signed by both parties before that work begins. A valid change order specifies: (a) the additional scope, (b) the additional fee or revised fee schedule, (c) any timeline impact on existing milestones, and (d) any KPI revisions required as a result. Verbal requests and email comments do not modify scope and do not commit either party to additional work. AB6 may decline a Node-proposed change order without consequence; Node may decline an AB6-proposed change order if it would materially impact existing delivery commitments under §1 or §2.
At the Kickoff Call, Node and AB6 will jointly lock the specific numeric thresholds for the KPIs listed below. Locked KPIs will be appended to this SOW as Exhibit A — KPI Schedule and signed by both parties.
These KPIs measure the email system's performance — what Node controls and delivers. Outcome metrics (reply rate, meeting conversion, sponsorship close, deal volume) are not KPIs under this SOW. Those depend on AB6's offer, list selection, reply handling, and sales execution, which are AB6's responsibility per §1.2 and §10.
If, at the end of Week 3, the Discovery System is not surfacing candidates with classifier and authenticity layers running, AB6 may terminate this SOW for the Discovery scope by written notice. On such termination:
If, at the end of Month 1 (measured from Kickoff), three (3) or more of the LeadGenOS KPIs locked in Exhibit A are missed against their thresholds, AB6 may terminate this SOW for the LeadGenOS scope by written notice. On such termination:
Both exit clauses operate as "clean walks": no further obligations, no claims for damages by either side, no clawback of already-paid amounts. Each party bears its own costs.
Upon receipt of full payment under §3.1, Node hereby assigns to AB6 all right, title, and interest in and to the Discovery System, including without limitation source code, configurations, scoring logic, scene-tuned filters, and all derived works (collectively, "Discovery IP"). The transfer is unrestricted and includes the right to sublicense, white-label, resell, modify, or otherwise commercialize Discovery IP without restriction.
For the avoidance of doubt: Discovery IP transfers cleanly to AB6 with no sublicense, white-label, or resale restrictions.
Delivery of Discovery IP. Within 10 business days of receipt of Final Payment under §3.1, Node will deliver Discovery IP to AB6 by: (a) transferring the Discovery System source code repository to an AB6-controlled GitHub organization (or equivalent destination AB6 specifies in writing); (b) handing off all configuration files, environment variable schemas, deployment runbooks, and operational documentation sufficient for a competent independent developer to deploy, operate, and modify the system; and (c) providing written confirmation that transfer is complete. AB6 will provide destination details within 5 business days of Final Payment; the 10-business-day clock pauses while Node waits for those details.
Upon receipt of full payment under §3.1, Node grants AB6 a perpetual, non-exclusive, irrevocable, royalty-free license to use, configure, modify, and operate the LeadGenOS deployment for AB6's own business operations. The license includes full configuration and modification rights on AB6's instance, with no recurring license fees. AB6 has exclusive control over its own LeadGenOS instance, data, and configurations; Node retains full rights to deploy, license, and sell LeadGenOS to any other client without restriction.
The license does not include the right to sublicense, white-label, or resell the LeadGenOS as a standalone product or service to third parties (including but not limited to other labels, A&R operations, festival promoters, sponsorship sales orgs, or competing agencies).
Node retains ownership of the underlying LeadGenOS codebase, which is part of Node's product line and may be licensed, sold, or deployed to any third party at Node's discretion.
Before AB6 makes the Final payment under §3.1, Node will deposit the complete LeadGenOS source code, build instructions, and deployment artifacts with a third-party escrow agent (the "Escrow Agent") under a release agreement that grants AB6 automatic access to the deposited materials upon:
The Escrow Agent will be agreed in writing by the parties before the Final payment milestone. Setup and ongoing maintenance fees for the escrow service are paid by AB6 directly to the Escrow Agent.
Each party retains all right, title, and interest in its pre-existing IP. Node grants AB6 a perpetual, royalty-free license to use Node's pre-existing IP solely as embedded in the deliverables under this SOW.
Node may reference the engagement at a high level (client name, scope summary) in portfolio and marketing materials. Node will not disclose AB6's roster decisions, A&R targets, sponsor pipelines, KPIs, or any candidate-level or sponsor-level data. AB6 may withdraw portfolio rights at any time by written notice.
AB6 owns all data generated or processed by both systems, including without limitation: candidate records, scoring outputs, authenticity signals, prospect lists, enrichment results, replies, opener variants, and any logs or metrics. AB6 has full export rights at any time. On termination, Node will deliver all such data to AB6 within 5 business days in a portable format.
For the term of this SOW and 24 months thereafter (the "Restricted Period"), Node will not deploy, license, sell, or operate the Discovery System, in whole or in substantial part, for any Restricted Person.
Electronic and dance music outside the United States is excluded from the Restricted Person definition. This includes house, techno, indie dance, and EDM labels/management/festivals operating outside the US.
For the avoidance of doubt: this non-compete restricts only the Discovery System. Node may continue to operate, develop, license, and sell LeadGenOS without restriction, including to clients within the Restricted Person definition. AB6's protection on LeadGenOS is limited to AB6's exclusive control of its own LeadGenOS instance under §5.2.
For the term of this SOW and 12 months thereafter, neither party will directly or indirectly solicit for employment, contract, or consulting engagement any employee, contractor, owner, or advisor of the other party who has been materially involved in this engagement, without the other party's prior written consent. General job postings, recruiter outreach not specifically directed at the other party's people, and responses to unsolicited inquiries do not breach this Section.
The restrictions in §7.1 and §7.2 bind the Contractor and, additionally, bind each individual co-founder of Node AI who personally performs services under this SOW for so long as that individual remains a co-founder of Node AI and for the Restricted Period after they cease to be a co-founder. The individuals signing this SOW under the "Personal Joinder under §7" block in the signature page accept this personal binding. This personal binding survives any dissolution, restructuring, or change in legal form of the Contractor or of Node AI.
If, within the 90 days following the first LeadGenOS campaign send, AB6 closes $10,000 or more in committed sponsorship revenue sourced from the LeadGenOS, AB6 and Node will enter a 12-month retainer engagement on terms to be agreed in good faith, starting at the conclusion of the 3-month monitoring trial. "Committed sponsorship revenue" means signed contracts or written purchase orders with verified brand decision-makers.
If this trigger is met, retainer scope and pricing will reflect Node's Tier-2 monitoring rate ($1,000/mo) as a floor, with scope expansion negotiated based on the volume and category mix of campaigns running at the time.
If the trigger is not met within the 90-day window, neither party is obligated to renew; either party may propose renewal terms separately.
Each party will keep confidential all non-public information received from the other party in connection with this engagement, including but not limited to KPI thresholds, roster decisions, sponsor pipelines, source code, and commercial terms. This obligation survives termination for 3 years. Trade secrets are protected perpetually.
Node warrants that the deliverables will substantially conform to the scope described in §1 for 90 days post-launch. Node will fix material defects at no charge during this period. EXCEPT AS EXPRESSLY STATED HEREIN, ALL DELIVERABLES ARE PROVIDED "AS IS." Node does not warrant that the LeadGenOS will produce any specific number of signed sponsorships or that the Discovery System will surface any specific signed artist — outcomes depend on AB6's offer, judgment, and the underlying market.
Scope of post-launch support. The 30-day post-launch periods included in §1.1 ("tuning window") and §1.2 ("async support") mean: (a) investigating defects reported in writing by AB6, (b) providing fixes for material defects against the §1 deliverables, (c) tuning filter thresholds, scoring weights, and scene calibration on the Discovery System against actual candidate output, and (d) answering operational questions via async channels (email or shared workspace) within 2 business days. Post-launch support does not include: new features or capabilities beyond §1, scope expansions, training beyond the walkthrough included in §1, work on AB6's offer / messaging / list strategy / sales process, or operational coverage of AB6's own accounts. Work outside this scope is billable at Node's then-current overflow rate.
Node's aggregate liability under this SOW is capped at the total fees actually paid by AB6 to Node under §3.1 and §3.2. Neither party is liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or lost business opportunities.
Carve-outs. Notwithstanding the foregoing, the liability cap in this Section does not apply to: (a) breach of §5 (Intellectual Property), including the IP transfer obligations and license restrictions; (b) breach of §9 (Confidentiality); (c) gross negligence or willful misconduct; or (d) indemnification obligations either party has assumed under this SOW. The mutual exclusion of indirect, incidental, consequential, special, and punitive damages continues to apply to all claims.
In addition to the exit clauses in §4:
The exit clauses in §4 are the exclusive convenience-termination mechanisms available to AB6 under this SOW. Outside of §4 and a §12 for-cause termination, neither party may terminate for convenience.
Sections 5 (IP), 6 (Data), 7 (Non-Compete and Non-Solicitation), 8 (Year-One Retainer Trigger, to the extent already triggered), 9 (Confidentiality), 11 (Liability), 13 (Dispute Resolution), 15 (Indemnification), and 16.1 and 16.4 (AB6's Operational Compliance and Data Rights) survive termination.
This SOW is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this SOW that cannot be resolved through good-faith negotiation within 30 days will be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), seated in Wilmington, Delaware, before a single arbitrator. The prevailing party is entitled to recover reasonable attorneys' fees and costs.
Node will defend and indemnify AB6 against third-party claims to the extent the claim alleges that the deliverables, as built and delivered by Node under §1 and used by AB6 in accordance with §16 (Lawful Use), infringe a third party's copyright, patent, trademark, or trade secret. Node's obligation under this §15.1 does not extend to claims arising from: (a) AB6's modifications to the deliverables; (b) AB6's combination of the deliverables with software, data, or services not provided by Node; (c) AB6's use of the deliverables outside §1 or in breach of §16; or (d) data, contact lists, or materials provided by AB6.
AB6 will defend and indemnify Node against third-party claims to the extent the claim arises from: (a) AB6's operational use of the deliverables, including without limitation AB6's choice of outreach recipients, message content, sending volumes, candidate processing decisions, and cadence; (b) AB6's non-compliance with applicable law in operating the deliverables (see §16); (c) data, contact lists, artist information, materials, or instructions AB6 provides to Node; or (d) AB6's own offer, messaging, commercial representations, or relationships with third parties.
The indemnified party will: (a) promptly notify the indemnifying party of the claim in writing; (b) give the indemnifying party sole control of the defense and settlement, provided no settlement admits liability of, or imposes non-monetary obligations on, the indemnified party without that party's written consent; and (c) reasonably cooperate at the indemnifying party's expense. Failure to provide prompt notice does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced.
Indemnification obligations under this Section are not subject to the liability cap in §11, consistent with the carve-out in §11.
The deliverables under §1 are operational tools. The systems are designed to be capable of compliant use, but compliance with applicable law in any given deployment depends on AB6's operational choices — who AB6 sends to, what AB6 says, how often AB6 sends, what data AB6 processes, and how AB6 configures and operates the systems. AB6 represents and warrants that AB6 will operate the deliverables in compliance with all applicable laws, including without limitation:
AB6 will obtain its own counsel on operational compliance questions. Node does not provide legal advice and AB6 will not treat anything Node says or builds as legal advice.
Node will build the deliverables so they are capable of compliant operation — for example, the LeadGenOS will support valid unsubscribe handling, sender identification fields, opt-out honoring, and configurable rate limits. Node does not warrant or guarantee that AB6's actual usage will be compliant; that question is governed by §16.1.
AB6 acknowledges that the deliverables interact with third-party platforms (including but not limited to TikTok, Instagram, Spotify, Deezer, Apify, email-sending providers, and enrichment vendors), and that those platforms may change their Terms of Service, APIs, or policies during or after the engagement. Node will use reasonable, then-current methods at build time. Node does not warrant ongoing compliance of the deliverables with any platform's evolving TOS. If a platform change requires modification of the deliverables, that modification is a Change Order under §3.6.
AB6 represents and warrants that any data, contact lists, artist information, roster data, or other materials AB6 provides to Node for use in the deliverables have been lawfully obtained and may be processed by Node for the purposes of this SOW. This representation survives termination.
The legal landscape governing web scraping, automated data collection, AI-generated content, automated outreach, data privacy, and platform interaction is evolving rapidly across jurisdictions. AB6 acknowledges that laws, regulations, regulator enforcement positions, and court rulings (in any jurisdiction the deliverables touch) may change during or after the engagement, and that such changes may affect the legal viability, performance, or operability of the deliverables — including but not limited to: scraping legality (e.g., evolving interpretations of CFAA, EU Digital Services Act, national scraping statutes), AI-generated content regulation (e.g., EU AI Act, US state disclosure laws), data privacy enforcement (e.g., GDPR / CPRA / state privacy laws), and anti-spam / outreach regulation (e.g., CAN-SPAM, CASL, TCPA).
Node's compliance representations under §10 and §16.2 reflect Node's reasonable, then-current understanding of applicable law as of the date of delivery. Node does not warrant or guarantee that the deliverables will remain lawful, operable, or fit for purpose under future legal or regulatory regimes. If a regulatory or legal change after delivery requires modification of the deliverables, that modification is a Change Order under §3.6. If a regulatory or legal change makes continued operation of any deliverable unlawful or commercially impractical, Node may, by written notice to AB6, suspend or discontinue operation of the affected component without liability to AB6, and the parties will negotiate in good faith on Change Order terms or termination of the affected scope.
AB6 specifically acknowledges and accepts that platforms, regulations, and applicable laws may change after delivery in ways that limit, degrade, prohibit, or eliminate the operation of the deliverables. AB6 has not relied on any Node warranty of future platform compatibility or future regulatory viability. If any such change occurs after Final Payment, AB6's sole remedy is to propose a Change Order under §3.6. AB6 has no claim against Node for breach, refund, partial refund, or further obligation by reason of any such change.
The undersigned, as co-founders of Node AI who will personally perform services under this SOW, acknowledge and accept the personal binding described in §7.3. This Joinder is limited to §7 (Non-Compete and Non-Solicitation) and does not extend any other personal obligation or liability under this SOW to the undersigned individually.
To be appended and signed at Kickoff.
| KPI | System | Threshold | Measurement Window | Notes |
|---|---|---|---|---|
| Daily candidate volume | Discovery | TBD | Daily, rolling 7-day avg | |
| Filter accuracy | Discovery | TBD | Weekly | |
| Authenticity coverage | Discovery | TBD | Weekly | % of candidates scored |
| Pipeline uptime | Discovery | TBD | Daily | |
| Daily sending volume | LeadGenOS | TBD | Daily | |
| Verified contact list size | LeadGenOS | TBD | At Month-1 review | |
| Personalization quality | LeadGenOS | TBD | Sampled weekly | Sampling protocol TBD |