Master Services Agreement

Last updated 18 June 2025 – version v2025-06-18

This Master Services Agreement (“Agreement”) is a binding contract between Great Finds, LLC, a Wyoming limited liability company (the “Company”), operating its audience-data service under the brand “24/7 Intent.” (“Company”) and the individual or entity that accepts it (“Client”). By (a) clicking “I Agree,” (b) executing an Order Form that references this Agreement, or (c) using any Service, Client agrees to be bound by this Agreement as of the moment of that acceptance (the “Effective Date”). This Agreement, together with each mutually executed Order Form, governs all current and future Services the Company provides to Client. Company and Client are each a “Party” and together the “Parties.”

1. Agreement Structure

1.1 Documents. This publicly available Master Services Agreement (“MSA”) sets the general legal terms that apply to every Order Form, schedule, addendum, Data-Processing Addendum (https://legal.247intent.com/dpa), or other ordering document (including any checkout page or payment link) that references or incorporates this MSA (collectively, “Order Documents”). Each Order Document together with this MSA forms a single binding contract (the “Agreement”).

1.2 Acceptance. Client agrees to be bound by this MSA by (a) clicking an “I Agree,” “Pay & Subscribe,” or similar button, (b) signing or electronically accepting an Order Form, or (c) using the Services.

1.3 Hierarchy. If there is a direct conflict between an Order Document and this MSA, the Order Document controls for the commercial details it expressly addresses (e.g., scope, fees, term, payment schedule). In all other matters—including confidentiality, intellectual-property ownership, warranties, liability, and governing law—this MSA prevails.

1.4 Entire Agreement; Amendments. This Agreement supersedes all prior proposals and understandings about the Services. It may be modified only (i) by a written amendment signed by both Parties or (ii) by Company updating this MSA on its website and providing at least 45 days’ written notice; continued use of the Services after the notice period constitutes acceptance of the updated terms. Company will maintain an online changelog and archive of prior versions, each identified by version date (e.g., msa-vYYYY-MM-DD.pdf), so Client can determine which version was accepted on any given date.

2. Definitions

"Services" means the provision, syncing, and updating of intent-based audience data across platforms defined in the Scope.

"Audience" means any group of individuals identified through Company’s proprietary intent scoring and delivered to Client. Each Audience is scoped to a specific topic and set of demographic, geographic, or firmographic filters, and is delivered as a distinct data segment synced to Client’s designated ad platforms.

"Intent Data" means behavioral, contextual, and activity-based data collected and scored by Company.

"Client Data" means data provided by Client, including ad performance data, CRM records, and creative materials.

"Order Form" – any electronic or written ordering document (including a checkout page or payment link) that references or incorporates this Agreement and is accepted by Client through signature, click-wrap, or other affirmative act. Each Order Form specifies the applicable Services, term, pricing, and usage parameters.

"Confidential Information" has the meaning provided in Term 6.

3. Scope of Services

3.1 Core Delivery. Subject to the terms of this Agreement and the applicable Order Form(s), Company will (a) update each Audience at least once every 24 hours, and (b) sync each Audience to at least one designated destination (e.g., Meta Ads, Google Ads, LinkedIn Ads, or a supported CRM) per the Order Form.

3.2 Optional Destinations. Upon Client’s request, Company may deliver the same Audience to additional destinations such as Google Sheets, Excel, Airtable, or other supported CRMs. Any related one-time setup fee or recurring charge will be stated in an Order Form and must be accepted by Client before work begins.

3.3 Third-Party & Infrastructure Dependencies. Delivery of the Services relies on third-party systems and services—including, without limitation, destination-platform APIs (e.g., Meta, Google, LinkedIn), cloud-hosting providers (e.g., AWS, GCP), content-delivery networks, internet service providers, and upstream data suppliers. Company will use commercially reasonable efforts to maintain these integrations and hosting environments but is not liable for any delay, interruption, or failure of the Services caused by such third-party systems or by factors beyond Company’s reasonable control.

3.4 Subcontractors. Company may use subcontractors or service providers in connection with the Services; Company remains responsible for their compliance with this Agreement.

3.5 Support Channel. Company provides customer support solely through the written ticket-based channels that it designates from time to time (e-mail, web portal, or comparable system). The applicable ticketing procedure and contact details are communicated to Client during onboarding and may be updated by Company with reasonable notice. Company does not provide support by telephone, SMS, or any other real-time voice or messaging service. Client agrees to use the designated ticketing channel for all support requests.

4. Fees, Payment, and Pricing

4.1 Pricing

4. Fees, Payment, and Pricing

4.1 Pricing. Audience 1 (base subscription) is US $1,500.00 (Monthly) or US $15,000.00 (Annual, Pre-paid, 16.67 % Discount).

Each additional Audience (Audience 2 +) is US $750.00 (Monthly) or US $7,500.00 (Annual, Pre-paid, 16.67 % Discount).

Fees are charged in advance, are non-refundable, and apply immediately upon purchase.

Upgrades (Additional Audiences) are billed pro-rata for the remainder of the then-current billing period; downgrades generate a pro-rated credit toward the next invoice (no cash refunds). Annual subscriptions are non-cancellable during the term and auto-renew for successive 12-month periods at the same discounted rate unless either Party gives ≥ 30 days’ written notice before the current term ends.

Item

Audience 1 (base subscription)

Each Additional Audience (Audience 2 +)

Monthly

US $1,500.00

US $750.00

Annual (Pre-paid, 16.67 % Discount)

US $15,000.00

US $ 7,500.00

Fees are charged in advance, are non-refundable, and apply immediately upon purchase. Upgrades (adding Audiences) are billed pro-rata for the remainder of the current billing period and take effect immediately. Downgrades (removing Audiences) take effect at the start of the next billing period; amounts already paid are non-refundable and will not be credited. Annual subscriptions remain non-cancellable during the committed term and auto-renew for successive 12-month periods at the same discounted rate unless either Party gives ≥ 30 days’ written notice before the current term ends.

4.2 Payment Method & Surcharges. Client may pay by credit/debit card or ACH/bank transfer.

For any single payment over US $1 500, Company may, at its sole discretion:

• Require ACH/bank transfer; or

• Permit card payment provided Client pays the prevailing processing surcharge (currently 2.9 % + US $0.30 per transaction).

Surcharges will be clearly disclosed at checkout and applied only where permitted by applicable law. Where surcharges are prohibited or capped, Company may instead require ACH.

All invoices are due upon receipt unless an Order Form states otherwise.

4.3 Automatic Payment Authorization. Client authorizes Company (and its payment processors) to automatically charge any payment method on file for all fees (including renewals, pro-rata upgrades, surcharges, taxes, and late fees) when due. Client will maintain at least one valid payment method throughout the Term.

4.4 Price Changes (Renewals Only). Company may revise fees for any Renewal Term by providing 45 days’ written notice before the current term ends. If Client objects, Client may terminate effective at the end of the then-current term; continued use of the Services constitutes acceptance of the new fees.

4.5 Late Payment. Amounts not received by the due date accrue interest at 1.5 % per month (or the maximum rate allowed by law, whichever is lower). Company may suspend or terminate Services, including disabling synced Audiences, for non-payment.

4.6 Chargebacks. Client agrees not to initiate any bad-faith chargeback or payment dispute. If a chargeback occurs, Client will reimburse Company for all resulting fees, reversed amounts, and reasonable collection costs within five (5) business days of written notice. Company may suspend Services until such amounts are paid.

4.7 Taxes. Client is responsible for all sales, use, VAT, GST, or similar taxes imposed on the Services, excluding taxes on Company’s net income. If Company is required to collect such taxes due to nexus in Client’s jurisdiction, it will itemize them on Client’s invoice and remit them to the appropriate authority. Company may adjust its tax-collection obligations with 30 days’ written notice if its nexus status changes.

5. Term & Termination

5.1 Term of the MSA. This MSA is effective on the earliest of (a) Client’s click-acceptance of the MSA, (b) execution or electronic acceptance of the first Order Form, or (c) Client’s first use of the Services, and continues until all Order Forms have expired or been terminated.

5.2 Order-Form Terms. Each Order Form specifies its own subscription term (e.g., month-to-month or twelve-month prepaid). A monthly Order Form renews automatically each month; an annual Order Form renews automatically for successive twelve-month periods at the then-applicable fees (see § 4.4 for price-change notice).

• Annual subscriptions are non-cancellable during the committed twelve-month term.

• Either Party may terminate a monthly Order Form—or elect not to renew an annual Order Form—by giving at least 30 days’ written notice before the end of the then-current billing period. Termination takes effect at the close of that billing period.

5.3 Termination for Breach. Either Party may terminate the Agreement or any Order Form for material breach if the breaching Party fails to cure within fifteen (15) days after receiving written notice. Repeated, uncured non-payment or any bad-faith chargeback constitutes a material breach by Client.

5.4 Effect of Termination.

• All Fees that have accrued or are otherwise owed for the remainder of any non-cancellable term become immediately due and payable.

• Amounts already paid are non-refundable, and any unused credits are forfeited.

• Client’s automatic-payment authorization (§ 4.3) survives until all outstanding amounts are settled.

5.5 Survival. Sections concerning Fees, Confidentiality, Intellectual-Property Rights, Disclaimers, Limitation of Liability, Governing Law, and any other provisions that by their nature should survive, will survive termination or expiration of the Agreement.

5.6 Notice Method. “Written notice” under this section may be delivered by email to the contact addresses listed in the most recent Order Form and is deemed given upon sender’s receipt of a non-automated confirmation or forty-eight (48) hours after transmission, whichever comes first.

6. Confidentiality

6.1 Definition. “Confidential Information” means any non-public, proprietary, or trade-secret information—whether oral, written, electronic, or in any other form—disclosed by one Party (“Discloser”) to the other (“Recipient”) in connection with this Agreement. It includes, without limitation: business plans, financials, pricing, product roadmaps, technical processes, customer or prospect data, performance metrics, Intent Data, Client Data, and any notes or analyses derived from the foregoing.

6.2 Use and Care. Recipient will:

• use Confidential Information solely to exercise its rights or perform its obligations under this Agreement;

• restrict access to employees, contractors, and agents who (i) have a need to know and (ii) are bound by written confidentiality obligations at least as protective as this Section; and

• protect the Confidential Information with at least the same degree of care it uses for its own information of similar sensitivity, and in no event less than reasonable care.

6.3 Exclusions. Confidential Information does not include information that Recipient can demonstrate:

(a) was lawfully known to it without restriction before receipt;

(b) becomes publicly available through no act or omission of Recipient;

(d) is lawfully received from a third party without breach of any confidentiality obligation.

6.4 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law, regulation, or court order provided it gives Discloser prompt written notice (to the extent legally permitted) and reasonable assistance in seeking a protective order or confidential treatment.

6.5 Return / Destruction. Upon Discloser’s request or termination of this Agreement, Recipient will promptly return or destroy all Confidential Information (including all copies and derivatives) and certify destruction upon request, except that Recipient may retain one archival copy solely for compliance and dispute-resolution purposes.

6.6 Survival & Remedies. These confidentiality obligations survive for five (5) years after termination of the Agreement; trade secrets remain protected for as long as they qualify as trade secrets under applicable law. A breach of this Section may cause irreparable harm; Discloser is entitled to seek injunctive relief (without posting bond) in addition to any other remedies available.

7. Data Ownership & Permitted Usage

7.1 Company Data. Company retains all right, title, and interest in the Intent Data, underlying consumer profiles, proprietary scoring methodologies, and the Audiences derived from them (collectively, “Company Data”). Except for the limited license in § 7.3, no ownership rights in Company Data are transferred or implied.

7.2 Client Data. Client retains all right, title, and interest in its own data and materials, including CRM records, ad-account data, creative assets, and any first-party metrics supplied to Company (“Client Data”). Client grants Company a non-exclusive, royalty-free license to process Client Data solely to provide, maintain, and improve the Services and to create aggregated, de-identified analytics that do not identify Client or its end-users.

7.3 License to Audiences. Subject to timely payment of Fees, Company grants Client a non-exclusive, non-transferable, revocable license during the applicable subscription term to:

• access and use delivered Audiences only in the ad platforms and accounts identified in the Order Form; and

• apply those Audiences to Client’s own advertising or marketing campaigns, subject to the license restrictions in § 8.3.

No other rights are granted.

7.4 Prohibited Data Activities. Client shall not (and shall not permit any third party to):

(a) resell, rent, sublicense, or otherwise distribute any Audience or Company Data;

(b) use Audiences to build, train, or validate any machine-learning model, data product, or competing dataset; or

7.5 Cessation of Use. Upon expiration or termination of the relevant Order Form or this Agreement:

• Client’s license to use Audiences immediately terminates;

• Client will delete or disable all synced Audiences within five (5) business days; and

• upon written request, Client will certify in writing that such deletion or disablement is complete.

7.6 Survival. Sections 7.1–7.5 survive termination or expiration of the Agreement.

8. Intellectual Property & Limited License

8.1 Company Technology. All right, title, and interest in and to: (a) the Services; (b) the underlying software, scoring logic, audience-generation models, data structures, dashboards, and documentation; and (c) any enhancements or derivative works thereto (collectively, “Company Technology”) are and remain the sole and exclusive property of Company and its licensors. No ownership rights are transferred to Client.

8.2 Limited Use License. Subject to Client’s continuous compliance with this Agreement and timely payment of Fees, Company grants Client a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Company Technology solely for Client’s internal business purposes and only as expressly permitted in the applicable Order Form(s).

8.3 License Restrictions. Client shall not (and shall not permit any third party to):

(a) copy, modify, translate, or create derivative works based on the Company Technology;

(b) reverse-engineer, decompile, disassemble, or otherwise attempt to discover source code, algorithms, or underlying ideas;

(d) circumvent or disable any security or usage-restriction features; or

(e) access or use the Company Technology to build or assist a competing product or service.

8.4 Feedback. Any suggestions, comments, or feedback Client provides regarding the Services (“Feedback”) may be used by Company without restriction or obligation; Company owns all intellectual-property rights in any improvements that incorporate or are based on such Feedback.

8.5 Reservation of Rights. Except for the limited licenses expressly granted in §§ 7.3 and 8.2, all rights not expressly granted are reserved by Company. No additional licenses—whether by implication, estoppel, or otherwise—are created under this Agreement.

9. Use Restrictions

9.1 Incorporation of Prior Limits. All usage limitations in § 7.3 (License to Audiences), § 7.4 (Prohibited Data Activities), and § 8.3 (License Restrictions) are incorporated by reference and apply in full.

9.2 Additional Restrictions. Client shall not (and shall not permit any third party to):

(a) access or use the Services or any Audience in violation of applicable law, including data-privacy, advertising, and export-control regulations;

(b) bypass or disable any authentication, usage-tracking, or rate-limiting mechanisms deployed by Company; or

9.3 Termination Cleanup. Upon termination or expiration of the Agreement, Client must comply with § 7.5 (Cessation of Use)—including deletion or disablement of all synced Audiences—and certify completion in writing upon Company’s request.

10. Compliance with Laws and Regulations

10.1 Client Responsibility. Client is solely responsible for ensuring that its acquisition, storage, and use of Company Data, Audiences, or any other aspect of the Services complies with all applicable international, federal, state, and local laws, rules, regulations, and self-regulatory standards, including, without limitation:

• the Telephone Consumer Protection Act (TCPA) and Telemarketing Sales Rule (TSR);

• the CAN-SPAM Act;

• the California Consumer Privacy Act (CCPA) and any successor statute;

• the General Data Protection Regulation (GDPR) and UK GDPR (to the extent applicable);

• Federal Communications Commission (FCC) and Federal Trade Commission (FTC) rules; and

• all state or federal Do-Not-Call (DNC) laws and industry codes of conduct.

This obligation applies regardless of whether Company assists Client with implementation or configuration.

10.2 Consents, Disclosures, Opt-Outs. Client will (a) obtain and document all legally required consents; (b) provide all legally required notices and disclosures; (c) honor all opt-out, unsubscribe, or deletion requests; and (d) maintain accurate records demonstrating such compliance. Company makes no representation or warranty regarding the legality of Client’s marketing, data-processing, or communications practices.

10.3 No Legal Advice. All documentation, sample language, or “best-practice” guidance Company may provide is offered for informational purposes only and does not constitute legal advice. Client should consult its own counsel to ensure compliance.

10.4 Indemnification. Client will indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, actions, liabilities, penalties, damages, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(i) Client’s breach of this Section 10 or § 9 (Use Restrictions);

(ii) Client’s failure to comply with any applicable law, regulation, or self-regulatory standard; or

(iii) Client’s marketing, telecommunication, data-processing, or consumer-contact activities.

10.5 Survival. Client’s obligations under this Section 10 survive termination or expiration of the Agreement.

10.6 Export-Control & Anti-Corruption. Each Party will comply with all applicable export-control and sanctions laws (including the U.S. Export Administration Regulations and Office of Foreign Assets Control regulations) and all applicable anti-corruption or anti-bribery laws (including the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act). Client represents that it is not listed on, owned by, or acting on behalf of any party listed on, a U.S. or other applicable government sanctions or denied-party list, and will not use the Services in violation of any such laws.

10.7 Data-Processing Addendum.

(a) Incorporation by Reference. To the extent Company processes “Personal Data” (as defined in the Data-Processing Addendum) on Client’s behalf in providing the Services, the Parties agree that the Data-Processing Addendum (“DPA”) located at https://legal.247intent.com/dpa is hereby incorporated into and made a part of this Agreement by reference.

(b) Roles. For purposes of the DPA, Client is the “Controller” / “Business” and Company is the “Processor” / “Service Provider.”

(c) Conflict. In the event of any direct conflict between the DPA and this MSA, the DPA will control with respect to the processing of Personal Data.

(d) Execution. The DPA will be deemed executed by reference as of the same Effective Date as this Agreement; however, either Party may request a countersigned copy for record-keeping purposes, and the other Party will provide it promptly.

11. Warranties & Disclaimers

11.1 Limited Performance Warranty. Company warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Client’s sole and exclusive remedy for any breach of this warranty is re-performance of the defective portion of the Services.

11.2 Outcome Disclaimer. Client acknowledges that campaign results depend on numerous variables outside Company’s control—including Client’s creatives, landing pages, offers, targeting settings, budgets, and sales process—and therefore Company makes no guarantee of: return on investment (ROI), return on ad spend (ROAS), lead quality, conversion rate, revenue impact, or any other performance metric.

11.3 Data & Integration Disclaimer. The Services, the Company Data, and any integrations or platform syncs are provided “as is” and “as available.” Company does not warrant that:

(a) the Services or data will be accurate, complete, current, error-free, or uninterrupted;

(b) integrations, APIs, or platform connections will be available at all times or free from modification by third parties; or

11.4 No Implied Warranties. To the maximum extent permitted by law, all other warranties—express, implied, statutory, or otherwise—are disclaimed, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

11.5 Client Responsibility. Client is solely responsible for how it accesses, uses, interprets, or relies on Company Data or the Services, and for any decisions, campaigns, or actions it undertakes based on that information.

12. Limitation of Liability

12.1 Aggregate Cap. Except for liability that cannot be limited under applicable law (including liability arising from a Party’s willful misconduct or fraud), the aggregate liability of each Party under or in connection with this Agreement—whether in contract, tort (including negligence), strict liability, or any other theory—will not exceed the total Fees paid by Client to Company during the twelve (12)-month period immediately preceding the event giving rise to the first claim (or, if the applicable Order Form covers a shorter period, the Fees paid for that Order Form).

12.2 Excluded Damages. In no event will Company be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for any loss of profits, revenue, data, goodwill, use, or business opportunities, even if Company has been advised of the possibility of such damages or if any limited remedy fails of its essential purpose.

12.3 Specific Carve-Outs. Company has no liability whatsoever for damages arising from or related to:

(a) any third-party platform, API, tool, or service (see § 3.3);

(b) internet outages, cloud-hosting downtime, or other events beyond Company’s reasonable control;

(d) Client’s failure to comply with applicable laws, regulations, or industry standards (see § 10).

12.4 Survival & Scope. The limitations in this Section 12 apply regardless of the form of action or theory of liability, survive termination or expiration of the Agreement, and are fundamental elements of the bargain between the Parties.

13. Indemnification

13.1 Mutual Indemnity Obligations. Each Party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other Party and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) from and against any third-party claim, demand, suit, or proceeding, and all resulting damages, settlements, penalties, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) that arise out of or relate to:

(a) the Indemnifying Party’s material breach of this Agreement or gross negligence / willful misconduct; or

(b) the Indemnifying Party’s violation of applicable law or infringement of a third party’s intellectual-property rights caused by content, data, or materials that the Indemnifying Party supplied.

13.2 Company’s Additional IP Indemnity. Subject to § 13.4, Company will also indemnify Client against any Claim alleging that Client’s authorized use of the Services or Company Technology in accordance with this Agreement directly infringes a third-party U.S. copyright, patent, or registered trademark. Company will have no obligation under this Section to the extent a Claim arises from: (i) Client Data; (ii) Client’s combination of the Services with software, data, or processes not provided by Company; (iii) Client’s modifications to the Services; or (iv) Client’s use of the Services after Company notifies Client to stop due to an alleged infringement. If such a Claim is made or appears likely, Company may, at its option and expense: (1) procure a license for Client to continue using the Services; (2) modify the Services so they become non-infringing; or (3) terminate the affected Order Form and refund any prepaid, unused Fees for the terminated portion of the term.

13.3 Client’s Additional Compliance Indemnity. Client’s obligations under § 10.4 (Compliance Indemnity) are in addition to its obligations under this Section 13.

13.4 Indemnity Procedures. The Indemnified Party must (a) promptly notify the Indemnifying Party in writing of any Claim (delay will not relieve indemnity except to the extent it materially prejudices the defense); (b) give the Indemnifying Party sole control of the defense and settlement (provided any settlement releases the Indemnified Party unconditionally and does not admit fault or impose non-monetary obligations); and (c) provide reasonable assistance at the Indemnifying Party’s expense.

13.5 Liability Cap Applies. All indemnity obligations are subject to the liability cap in § 12, except that the cap will not apply to amounts payable under a settlement the Indemnifying Party enters into with the Indemnified Party’s written consent.

14. Representations & Authority

14.1 Mutual Representations. Each Party represents and warrants that:

(a) it has full power and authority to execute, deliver, and perform its obligations under this Agreement;

(b) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms;

(c) entering into and performing this Agreement will not violate any charter document, law, regulation, or contractual obligation binding on it; and

(d) the individual accepting or signing this Agreement on its behalf is duly authorized to do so.

14.2 Additional Client Representation. Client further represents and warrants that its use of the Services, Company Data, and Audiences will comply with:

(i) all applicable advertising-platform terms, industry codes, and self-regulatory guidelines; and

(ii) all laws and regulations referenced in § 10 (Compliance with Laws and Regulations).

14.3 Indemnity Cross-Reference. Client’s obligations to indemnify Company for any breach of this Section 14 are governed by § 10.4 (Compliance Indemnity) and § 13 (Indemnification).

15. Force Majeure

15.1 Definition. Neither Party will be liable for any delay or failure to perform its non-payment obligations under this Agreement to the extent caused by circumstances beyond its reasonable control (each, a “Force Majeure Event”), including, without limitation: acts of God, natural disasters, war, terrorism, civil unrest, cyber-attacks, labor disputes, utility or power failures, Internet backbone or cloud-hosting outages, API deprecations or platform policy changes, governmental actions, or epidemics/pandemics.

15.2 Notice & Mitigation. The affected Party will (a) promptly notify the other Party in writing, (b) use commercially reasonable efforts to mitigate the impact, and (c) resume performance as soon as reasonably practicable.

15.3 Suspension of Obligations. The obligations directly affected by the Force Majeure Event will be suspended for the duration of the Event. All other obligations—including Client’s payment obligations for Fees that have already accrued or are otherwise payable for Services rendered prior to the Event—remain in effect.

15.4 Extended Force Majeure. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate the affected Order Form or, if the Event materially affects all Services, this Agreement, upon written notice. Termination under this Section does not entitle Client to any refund or waiver of Fees incurred before the effective termination date.

15.5 Exclusions. Client’s inability to make timely payments due to cash-flow issues, and Company’s failure to perform caused solely by its own financial or staffing decisions, do not constitute Force Majeure Events.

16. Limited Platform Access

16.1 Grant of Access. Client may, at its discretion, provide Company with limited, revocable administrator or API access to Client’s ad accounts, CRMs, or other designated marketing platforms (“Client Systems”) solely to provision and maintain the Audiences and otherwise perform the Services.

16.2 Use & Safeguards. Company will:

(a) use such access only for tasks strictly required to deliver the Services;

(b) implement and maintain commercially reasonable technical and organizational safeguards to protect any login credentials, tokens, or API keys; and

(c) refrain from accessing, modifying, or interacting with data or assets in Client Systems that are not directly related to the Services.

16.3 Client Responsibility. Client acknowledges and agrees that:

(a) granting access is voluntary, but failure to provide or maintain timely, adequate access may delay or prevent Company from performing and will not excuse Client’s payment obligations;

(b) Client remains solely responsible for the configuration, security, and compliance of its Client Systems; and

(c) any errors, outages, data loss, syncing delays, API deprecations, or platform-imposed limitations within Client Systems or third-party platforms are governed by the disclaimers in § 3.3 (Third-Party & Infrastructure Dependencies) and § 12 (Limitation of Liability).

16.4 Revocation. Client may revoke Company’s access to any Client System at any time upon written notice. Within five (5) business days after notice of revocation or termination of this Agreement, Company will cease all access and delete or securely destroy any stored credentials or tokens.

16.5 No Liability for Platform Issues. Consistent with § 12, Company will have no liability for any downtime, data loss, delivery delays, or other issues caused by third-party platforms or by Client’s modification or revocation of access.

17. Return or Destruction of Materials

17.1 Confidential Information. Within ten (10) business days after expiration or termination of this Agreement, each Party will return or permanently destroy all Confidential Information of the other Party—as required by § 6.5 (Return / Destruction)—except for a single archival copy retained solely for legal-compliance or dispute-resolution purposes.

17.2 Company Data & Audiences. Consistent with § 7.5 (Cessation of Use), Client will:

(a) delete or disable all synced Audiences and any Company Data stored in its systems or ad platforms; and

(b) cease all use of Company Data, models, and any outputs derived from the Services.

17.3 Certification. Upon Company’s written request, an authorized representative of Client will certify in writing that the actions in § 17.2 have been completed.

17.4 Survival. The obligations in this Section 17 survive termination or expiration of the Agreement.

18. Publicity Rights

18.1 License. Client grants Company a non-exclusive, worldwide, royalty-free license—effective during the Term and continuing thereafter unless or until revoked under § 18.3—to:

(a) display Client’s name, logo, and generic industry description (“Client Marks”) on Company’s website, pitch decks, investor materials, case studies, press releases, and other marketing collateral solely to identify Client as a customer; and

(b) reference high-level, anonymized performance metrics or use cases that do not disclose Client’s confidential or personally identifiable information.

18.2 Brand Guidelines. Company will use the Client Marks in accordance with any reasonable brand-usage guidelines that Client provides in writing.

18.3 Revocation. Client may revoke this license at any time by giving Company 30 days’ written notice. Upon revocation, Company will:

(a) cease using the Client Marks in new marketing or promotional materials created after the notice-period; and

(b) use commercially reasonable efforts to phase out the Client Marks from existing digital materials (web pages, slide decks, etc.) within 60 days.

Historical or archived content (e.g., previously printed brochures, past investor decks, or web pages preserved by third-party caches) need not be recalled, provided no further distribution occurs.

18.4 No Endorsement. Use of the Client Marks will not imply Client’s endorsement of Company’s products or services beyond identifying Client as a customer.

18.5 Ownership. All goodwill arising from use of the Client Marks will inure exclusively to Client, and nothing in this Section transfers ownership of any trademark or other intellectual-property right.

19. Non-Solicitation of Contractors and Non-California Employees

During the Term and for twelve (12) months thereafter, neither Party nor any of its Affiliates will, directly or indirectly, solicit, recruit, or hire any contractor or employee of the other Party who (i) is primarily located outside California and (ii) was materially involved with the Services—except with the other Party’s prior written consent.

This restriction does not apply to:

• responses to general public job postings or recruiter searches that are not targeted at such personnel; or

• hiring resulting from a merger, acquisition, or other business combination.

If and to the extent California law (e.g., Bus.&Prof. Code § 16600) renders any portion of this Section unenforceable, that portion will be deemed modified or severed so the remainder is enforceable.

A breach of this Section may cause irreparable harm; the non-breaching Party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

20. Governing Law & Dispute Resolution

20.1 Governing Law. This Agreement and any dispute arising out of or related hereto are governed by the laws of the State of California, U.S.A., without regard to its conflict-of-law rules.

20.2 Good-Faith Negotiation. The Parties will first attempt in good faith to resolve any dispute, claim, or controversy (“Dispute”) through informal negotiations for thirty (30) days after written notice of the Dispute. If the Parties do not resolve the Dispute within that period, either Party may commence arbitration as set forth below.

20.3 Binding Arbitration. Except for the carve-outs in § 20.5, any Dispute shall be finally and exclusively resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules then in effect.

• Seat & Venue. The arbitration will be conducted in Orange County, California, before a single arbitrator.

• Language. Proceedings will be in English.

• Award. The arbitrator’s award will be final and binding and may be entered and enforced in any court of competent jurisdiction.

• Costs. Each Party will bear its own attorneys’ fees and costs, and will share equally the JAMS administrative fees and arbitrator’s compensation, unless the arbitrator determines that a different allocation is required by applicable law or is appropriate under the circumstances.

20.4 Waivers. The Parties waive (a) all rights to a jury trial and (b) any right to participate in a class, collective, or representative action with respect to any Dispute.

20.5 Carve-Out for Injunctive Relief. Either Party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its Confidential Information or intellectual-property rights pending final resolution of the Dispute in arbitration. Such actions are not a waiver of the obligation to arbitrate the underlying merits.

20.6 Continuing Obligations. The existence of a Dispute and the pendency of arbitration will not relieve either Party of its contractual obligations, including Client’s payment obligations, except to the extent those obligations are the subject of the Dispute and cannot reasonably be performed.

21. Independent Contractors

21.1 Status of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, fiduciary, agency, franchise, or employment relationship between them.

21.2 No Authority to Bind. Except as expressly set forth in an Order Form or in a separate written instrument signed by both Parties, neither Party has authority to bind, represent, or obligate the other Party in any manner.

21.3 Separate Obligations. Each Party is solely responsible for:

(a) the direction and compensation of its own employees, contractors, and agents;

(b) all employment-related taxes, withholdings, benefits, and insurance; and

22. Amendments & Waivers

22.1 Amendments.

(a) Company-Initiated Updates. Company may amend this MSA in accordance with § 1.4 (Entire Agreement; Amendments) by posting a revised version on its website and giving at least 45 days’ written notice; Client’s continued use of the Services after that notice period constitutes acceptance.

(b) Mutual Amendments. All other amendments or modifications must be set forth in a written instrument signed by both Parties (e.g., an addendum or updated Order Form). No oral modifications are valid.

22.2 Waivers. No provision of this Agreement is waived unless the waiver is in writing and signed by the Party granting it. A Party’s failure or delay in exercising any right or remedy will not operate as a waiver, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of that or any other right or remedy.

23. Assignment

23.1 Restrictions. Except as expressly permitted in § 23.2, neither Party may assign, delegate, or otherwise transfer this Agreement—by operation of law or otherwise—without the prior written consent of the other Party, and any attempt to do so without such consent will be null and void.

23.2 Permitted Assignments (No Consent Required).

By Company. Company may assign or transfer this Agreement, in whole or in part, (i) to any Affiliate, or (ii) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of the assets or equity interests relating to the portion of Company’s business that provides the Services.

By Client. Client may assign this Agreement solely in connection with a merger, acquisition, or sale of all or substantially all of Client’s assets provided: (a) Client gives Company at least 30 days’ prior written notice, (b) the successor entity is not a direct competitor of Company, and (c) the successor agrees in writing to be bound by this Agreement.

23.3 Change of Control. Any change of control of a Party (including, by way of example, a transfer of >50 % of voting securities) is deemed an assignment under this Section.

23.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

23.5 No Third-Party Rights. Nothing in this Agreement confers any rights on any person or entity other than the Parties and their permitted successors and assigns.

24. Entire Agreement

24.1 Integration. This MSA, together with all Order Forms, schedules, addenda, and policies or documents expressly incorporated by reference (collectively, the “Agreement”), constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, negotiations, discussions, agreements, and communications—whether oral or written.

24.2 No Reliance. Each Party acknowledges that it has not relied on, and will have no remedy in respect of, any statement, representation, warranty, or undertaking (written or oral) that is not expressly set forth in this Agreement. Pre-printed terms on any Client purchase order, invoice, or other non-mutually-executed document are void and have no effect.

24.3 Order of Precedence. In the event of a direct conflict between this MSA and an Order Form, the hierarchy in § 1.3 (Hierarchy) controls.

24.4 Amendments. Any modification of this Agreement must comply with § 22 (Amendments & Waivers).

25. Miscellaneous

25.1 Severability. If any provision of this Agreement is held by a court or arbitrator to be invalid or unenforceable, that provision will be construed to reflect the Parties’ original intent as nearly as possible, and the remaining provisions will remain in full force and effect.

25.2 Headings & Interpretation. Section headings are for convenience only and do not affect interpretation. The words “including,” “includes,” and “for example” are deemed to be followed by the phrase “without limitation.”

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