Master Services Agreement

This Master Services Agreement (the "MSA") is entered into between Surfacedd and the counterparty identified on the applicable Order Form or online registration (the "Customer"). Surfacedd is a dual-entity company; the US operating entity contracts with Customers in the Americas, and the Singapore holding entity contracts with Customers in Asia-Pacific. The identity of the specific Surfacedd contracting entity is stated on the Order Form. Where no Order Form is executed, the Surfacedd entity is determined by the Customer\u2019s primary place of business. By accepting this MSA — by clicking an acceptance control, executing an Order Form that references this MSA, or using the Surfacedd services — the Customer agrees to be bound by its terms.

Capitalized terms used in this MSA have the meanings below.

• "Advertiser" means a Customer that purchases sponsored surfaces through the Platform.
• "Advertiser Addendum" means the Advertiser Terms Addendum at /legal/advertiser-terms.
• "AUP" means the Acceptable Use Policy at /legal/aup.
• "DPA" means the Data Processing Addendum at /legal/dpa.
• "End User" means a natural person using a Publisher\u2019s AI application.
• "Impression" means a rendered instance of a Sponsored Surface counted consistent with the IAB/MRC Invalid Traffic Detection and Filtration Guidelines.
• "Invalid Traffic" or "IVT" means traffic that does not meet the valid-impression and valid-click standards published by the IAB and the Media Rating Council, including General IVT and Sophisticated IVT.
• "Order Form" means a signed or electronically accepted document that references this MSA and specifies commercial terms including fees, term, and Surfacedd contracting entity.
• "Platform" means the Surfacedd ad network, including the dashboard, APIs, reporting, SDKs, and documentation.
• "Publisher" means a Customer that integrates the SDK to serve Sponsored Surfaces into its AI application.
• "Publisher Addendum" means the Publisher Terms Addendum at /legal/publisher-terms.
• "Query Context" means the transient user prompt or summarized intent signal the Publisher\u2019s AI application provides to the SDK at the moment of an ad request.
• "SDK" means the Surfacedd software development kit made available to Publishers.
• "Sponsored Surface" means a clearly-labeled sponsored content unit rendered inside a Publisher\u2019s AI application.
• "Surfacedd" means the Surfacedd contracting entity applicable under the Preamble.

Surfacedd operates the Platform to enable Advertisers to reach Publishers\u2019 End Users with contextually matched Sponsored Surfaces. Surfacedd provides the dashboard, the SDKs, the ad-matching engine, reporting, support, and related documentation. The Services are made available on a self-serve basis under the applicable Addendum, subject to this MSA. Surfacedd may update or discontinue features from time to time; material deprecations are notified at least 30 days in advance to paying Customers.

To use the Services the Customer represents and warrants that (a) it is at least 18 years old and has the legal authority to bind the entity on whose behalf it is accepting this MSA; (b) it is not located in, organized under, or ordinarily resident in a country or territory subject to comprehensive economic sanctions by the US Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, Singapore, or the United Nations; (c) it is not listed on, and is not controlled by a party listed on, any applicable sanctions, denied-parties, or debarred-parties list; (d) it is not barred from receiving services under the laws of its jurisdiction of incorporation or of the Surfacedd contracting entity\u2019s jurisdiction; and (e) the use of the Services will comply with all applicable laws.

The Customer will provide accurate and current information when registering for an account, will keep that information current, and will safeguard account credentials. The Customer is responsible for all activity under its account and will enable multi-factor authentication for all administrative users where Surfacedd offers it. The Customer will notify Surfacedd promptly at [email protected] if it becomes aware of any unauthorized access to the account.

As between the parties, Surfacedd retains all right, title, and interest in and to the Platform, the SDK, the ad-matching engine, the documentation, the Surfacedd trademarks, and all improvements. Customer retains all rights in its own creative, landing pages, and Content. No license is granted by implication or estoppel. Surfacedd grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services under the applicable Addendum solely for its internal business purposes.

Feedback license. If Customer provides feedback, suggestions, or ideas to Surfacedd about the Platform, Customer grants Surfacedd a perpetual, irrevocable, royalty-free, worldwide license to use that feedback without attribution or compensation. Feedback is not Customer Confidential Information.

Surfacedd\u2019s processing of personal data in connection with the Services is governed by the Privacy Policy at /legal/privacy for data Surfacedd collects in its own controller capacity, and by the Data Processing Addendum at /legal/dpa for data Surfacedd processes on behalf of the Customer. The DPA is incorporated into this MSA by reference. Each party will comply with the applicable data protection laws in its performance of this MSA.

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked or ought reasonably to be understood as confidential. The Receiving Party will use Confidential Information only to perform its obligations under this MSA, will protect it with at least the same degree of care it uses for its own similar information (and no less than reasonable care), and will not disclose it except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than this Section. Confidentiality obligations survive for three (3) years after termination, except that information constituting trade secrets remains protected for so long as it qualifies as a trade secret under applicable law. Standard exclusions apply (information that is public through no breach, independently developed, or received lawfully from a third party).

Fees are specified on the applicable Order Form or through the self-serve dashboard. Role-specific payment mechanics (Advertiser invoicing, Publisher payout) are set out in the applicable Addendum. All fees are in US dollars unless otherwise stated. Payment disputes must be raised in good faith within 30 days of the invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

All fees are exclusive of taxes. Customer is responsible for any VAT, GST, sales, use, excise, withholding, or similar taxes arising from its use of the Services, other than taxes on Surfacedd\u2019s income. Where the law requires Customer to withhold tax, Customer will provide Surfacedd with the corresponding tax certificate and will gross up the invoice amount where required by the underlying contract. Customers using Stripe Connect for payouts are responsible for providing accurate tax forms (W-9, W-8BEN, or equivalent) and for any withholdings applied by Stripe under US tax rules.

This MSA takes effect on the Effective Date of the first Order Form (or on account creation if self-serve) and continues until all Order Forms have expired or been terminated. Either party may terminate for convenience on 30 days\u2019 prior written notice. Either party may terminate for cause on 10 days\u2019 written notice of a material breach if the breach is not cured within that window. Either party may terminate immediately on written notice if the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases to operate in the ordinary course. Surfacedd may terminate immediately on written notice for fraud, repeated AUP violations, repeated IVT generation, or sanctions-list matches.

On termination, the Customer will cease using the Services, Surfacedd will invoice for amounts accrued through the termination effective date, and each party will return or destroy the other party\u2019s Confidential Information except to the extent required by law or by its backup-retention schedule. Surfacedd will delete Customer account data within 90 days of termination unless a longer retention is required by applicable law or by the DPA. Sections that by their nature are intended to survive (including Definitions, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and these surviving-provisions terms) survive.

Surfacedd may suspend access to the Services in whole or in part, without liability, if: (a) Customer fails to pay undisputed fees when due and does not cure within 10 days of notice; (b) Customer materially breaches the AUP or the applicable Addendum; (c) Surfacedd is required to suspend by law, regulatory order, or subpoena; (d) Surfacedd reasonably believes continued access poses a security, fraud, IVT, or legal risk to Surfacedd, its users, or third parties. Suspension is not a substitute for termination and Surfacedd will provide notice and an opportunity to cure where practicable.

Each party represents and warrants that it has the authority to enter into this MSA and that its performance will not violate any law or any agreement to which it is a party.

EXCEPT AS EXPRESSLY PROVIDED IN THIS MSA, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SURFACEDD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SURFACEDD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT SPECIFIC REVENUE OR PERFORMANCE OUTCOMES WILL BE ACHIEVED, OR THAT THIRD-PARTY AI MODELS OR PUBLISHER APPLICATIONS WILL BEHAVE IN ANY PARTICULAR WAY. WHERE APPLICABLE LAW DOES NOT PERMIT A DISCLAIMER OF IMPLIED WARRANTIES, THE DURATION AND SCOPE OF THE IMPLIED WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND THIS SECTION DOES NOT AFFECT CUSTOMER RIGHTS THAT CANNOT BE WAIVED UNDER EU OR OTHER MANDATORY CONSUMER OR COMMERCIAL PROTECTIONS.

Two-tier cap. To the maximum extent permitted by applicable law:

• Each party\u2019s aggregate liability arising out of or related to this MSA is capped at the greater of (i) fees paid or payable by the Customer to Surfacedd in the twelve (12) months preceding the event giving rise to the claim, or (ii) one thousand US dollars ($1,000).
• Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or cost of substitute services, even if the party has been advised of the possibility of such damages.

Exclusions from the cap. The limitations above do not apply to (a) amounts due under an indemnification obligation in Section 15; (b) a party\u2019s payment obligations for fees accrued; (c) breach of confidentiality obligations; (d) gross negligence, fraud, or willful misconduct; (e) infringement of a party\u2019s intellectual property rights; or (f) liability that cannot be limited or excluded under applicable law, including mandatory EU consumer or B2B protections.

To the extent permitted by applicable law. This Section is intended to apply equally to liability in contract, tort, warranty, strict liability, and any other legal theory. Severability: if any element of this Section is unenforceable, the remaining elements continue in force.

Surfacedd indemnity. Surfacedd will defend Customer against any third-party claim alleging that the Platform, as provided by Surfacedd and used in accordance with this MSA and the Documentation, infringes a US, EU, or UK patent, copyright, or trademark, and will pay amounts finally awarded or agreed in settlement. If the Platform becomes, or Surfacedd believes it may become, subject to such a claim, Surfacedd may at its option (a) modify the Platform to be non-infringing, (b) obtain a license for continued use, or (c) terminate the affected Services and refund pre-paid fees for the remainder of the term. Surfacedd has no obligation under this Section for claims arising from (i) Customer\u2019s modifications, (ii) combinations of the Platform with non-Surfacedd products, (iii) use outside the scope of the Services, or (iv) Customer Content.

Customer indemnity. Customer will defend Surfacedd against any third-party claim arising out of (a) Customer Content (including ad creative, landing pages, and publisher application content), (b) Customer\u2019s breach of the AUP, this MSA, or the applicable Addendum, (c) Customer\u2019s violation of law, or (d) Customer\u2019s interaction with End Users, and will pay amounts finally awarded or agreed in settlement.

Procedure. The indemnified party will give prompt notice of the claim, tender control of the defense and settlement to the indemnifying party (subject to the indemnified party\u2019s right to participate with separate counsel at its own cost), and provide reasonable cooperation. The indemnifying party may not settle any claim requiring an admission by or imposing liability on the indemnified party without its prior written consent, not to be unreasonably withheld.

During the term, Surfacedd will maintain (a) commercial general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 aggregate, (b) technology errors-and-omissions / cyber-liability insurance of not less than $2,000,000 per occurrence, and (c) any additional coverage required by law. On written request Surfacedd will provide a certificate of insurance. Customer will maintain customary insurance for its business and operations.

Each party will comply with all laws applicable to its performance under this MSA, including the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, the Singapore Prevention of Corruption Act, the EU General Data Protection Regulation, the UK GDPR, US state privacy laws, the India DPDP Act, the Singapore PDPA, the Brazil LGPD, the Federal Trade Commission Act Section 5, and applicable advertising and consumer protection laws. Nothing in this MSA requires either party to take any action in violation of law.

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, epidemic, strike, power or network failure, governmental action, or failure of a third-party service outside the affected party\u2019s control. The affected party will provide notice and use reasonable efforts to resume performance.

US counterparties. This MSA is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties will first attempt in good faith to resolve any dispute through negotiation for at least 30 days after written notice. If not resolved, the dispute will be finally settled by binding arbitration administered by JAMS in San Francisco, California, before a single arbitrator (three arbitrators if the amount in controversy exceeds $1,000,000). Each party waives the right to a jury trial and to bring or participate in a class, collective, or representative action. This waiver does not apply to claims for public injunctive relief brought under California law (McGill carve-out) or to other claims that cannot be waived under applicable law. Either party may bring a qualifying claim in small-claims court.

APAC counterparties. This MSA is governed by the laws of Singapore. Disputes will be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in Singapore, conducted in English, before a single arbitrator (three if the amount in controversy exceeds US$1,000,000).

EMEA counterparties. This MSA is governed by English law. Disputes will be finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA) in London, conducted in English, before a single arbitrator (three if the amount in controversy exceeds £1,000,000). Where mandatory local-court jurisdiction applies to consumer or B2B protections, that jurisdiction is preserved.

General. Each party retains the right to seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or Confidential Information. Nothing in this Section overrides a user\u2019s non-waivable rights under EU consumer-protection law or other mandatory statute.

Notices to Surfacedd must be sent to [email protected] and are effective on receipt. Notices to Customer will be sent to the email address on the Order Form or the email associated with the Customer\u2019s account. Either party may change its notice address by notice to the other.

Surfacedd may assign this MSA in whole or part to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, without the Customer\u2019s consent. The Customer may not assign this MSA without Surfacedd\u2019s prior written consent, not to be unreasonably withheld. Any assignment in violation of this Section is void.

This MSA is for the benefit of the parties and their permitted successors and assigns. Nothing in this MSA creates rights in any third party. The Contracts (Rights of Third Parties) Act 1999 (England and Wales) is excluded.

This MSA, the applicable Addendum, the Order Form, the AUP, the DPA, the Privacy Policy, and the Cookie Policy together constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements on the subject matter. Surfacedd may update this MSA, the AUP, or the DPA from time to time; material changes to paying Customers are notified at least 30 days in advance by email or dashboard notice. Continued use of the Services after the effective date constitutes acceptance of the updated terms. If the Customer does not accept a material change, its sole remedy is to terminate under Section 10.

Order of precedence. If documents conflict, the order of precedence is: Order Form, then the applicable Addendum, then this MSA, then the AUP, then the DPA — except that the DPA controls in the event of a conflict on any data-protection matter.

Each party represents and warrants that it will comply with US, EU, UK, Singapore, and UN sanctions and export-control laws, including the regulations administered by the US Office of Foreign Assets Control (OFAC), the US Export Administration Regulations (EAR), the EU Dual-Use Regulation 2021/821, the UK Office of Financial Sanctions Implementation (OFSI), and the Singapore Strategic Goods (Control) Act. The Services may not be used for any activity prohibited by those laws. Customer represents that it is not a restricted party and is not owned or controlled by a restricted party.