General T&C – Digital Marketing And Media Services

SIDESTREET OPERATIONS CORPORATION

GENERAL TERMS AND CONDITIONS – DIGITAL MARKETING AND MEDIA SERVICES

As of: 2024 November 4

This Master Services Agreement (“Agreement”) governs the acquisition and use of services (“Services”) provided by Sidestreet Operations Corporation (“Sidestreet,” “we,” or “us”) to the customer (“Customer” or “you”) identified in any Order Form referencing this Agreement. By accepting this Agreement, whether by (1) clicking a box indicating acceptance, (2) executing an Order Form referencing this Agreement, you agree to the terms of this Agreement. If the individual accepting this Agreement is doing so on behalf of a company or other legal entity, that individual represents that they have the authority to bind that entity and its affiliates to these terms and conditions, in which case “Customer” refers to that entity and its affiliates. If the individual accepting this Agreement does not have that authority or does not agree with these terms and conditions, they must not accept this Agreement and may not use the Services.

Sidestreet Media, Sidestreet Digital Marketing and Media and Sidestreet Technology are all brands of Sidestreet Operations Corporation, the legal operating entity.

Sidestreet Operations Corporation (SOC) based at 187 North Church Street, Suite A, Spartanburg, SC 29301, will provide services described in your agreement. For customers domiciled in North or South America, this Agreement is entered into by Sidestreet Operations Corporation, a Delaware corporation. Notices should be addressed to 187 North Church Street, Suite A, Spartanburg, SC 29306, U.S.A. The governing law is that of South Carolina, along with controlling United States federal law, and the courts with exclusive jurisdiction are located in Spartanburg, South Carolina, U.S.A.

“Available out of scope” services are offered for an additional fee and will require a separate quote and agreement.

Payment Terms: For one-time projects, the initial deposit is due upon agreement acceptance. All payments are due Net 15. Ongoing services are billed monthly to a card kept on file unless other arrangements are mutually agreed upon. All payments and monthly payments are non-refundable. Services will be suspended if an invoice reaches 45 days past due, and SOC is not liable for any lost revenue due to services interrupted for non-payment.

Term of Agreement: Our agreements last for one year for ongoing services and auto-renews annually unless either party gives written notice of non-renewal at least 45 days before the renewal date. Either party may terminate the agreement with written notice within the first 30 days. Email will be considered sufficient written notice. All digital intellectual property remains SOC’s unless otherwise agreed.

Confidentiality: Both parties agree to keep all received confidential information confidential. Either party may designate information confidential without the ability of override by the other.

Intellectual Property: All intellectual property created by SOC under this agreement remains SOC’s until full payment is received.

Authorization: The client agrees to give SOC access to all necessary tools, software, websites, social media, landing pages, and accounts to complete the work promptly. Digital signatures, including scanned or electronically executed signatures, are valid, binding, and legally enforceable.

Assignment of Project: SOC may assign subcontractors to the project as needed. They will be US-based unless otherwise noted.

Performance Liability: the parties acknowledge that the internet is neither owned nor controlled by any one entity, SOC can make no guarantee on the results that may be provided as a result of our work. SOC represents in good faith that it shall make every effort to ensure that the client’s digital marketing is successful and leads are generated as a result of our work. SOC does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire

risk as to the quality and performance of the work and deliverables is with the client. In no event, will SOC be liable to the client or any third party for any damages, including any lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if SOC has been advised of the possibility of such damages.

Indemnity: The client agrees to indemnify and hold harmless SOC, its owners, principals, officers, employees, and contractors from any claims, demands, or costs arising from their work on this project. The client waives any claims against SOC related to this project.

SIDESTREET RESPONSIBILITIES

Provision of Purchased Services.

Sidestreet Operations Corporation (SOC) will (a) make the Services and Content available to Customer pursuant to this Agreement, applicable Order Forms, and Documentation; (b) provide applicable standard support for Purchased Services at no additional charge, and/or upgraded support if purchased; (c) use commercially reasonable efforts to make online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (for which SOC will provide advance electronic notice), and (ii) unavailability caused by circumstances beyond SOC’s reasonable control, including but not limited to acts of God, government action, flood, fire, earthquake, civil unrest, terrorism, strikes or other labor problems (excluding those involving SOC employees), Internet service provider failure or delay, third-party applications, or denial of service attacks; and (d) provide the Services in compliance with applicable laws and government regulations relevant to SOC’s provision of Services to customers generally, subject to Customer’s and Users’ use of Services per this Agreement, the Documentation, and the applicable Order Form.

Protection of Customer Data.

SOC will implement appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data, as described in the Documentation. These safeguards will include measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). Upon request by Customer made within 30 days after the termination or expiration of this Agreement, SOC will provide access to Customer Data for export or download as outlined in the Documentation. After this 30-day period, SOC will no longer retain or provide Customer Data and will delete or destroy all copies in its systems or possession, unless legally required to retain it.

SOC Personnel.

SOC is responsible for the performance of its personnel (including employees and contractors) and their compliance with SOC’s obligations under this Agreement unless otherwise specified in this Agreement.

Beta Services.

SOC may occasionally offer Beta Services to Customer at no charge. Customer may opt to try such Beta Services at their discretion. Use of Beta Services is subject to Beta Service terms as detailed in Documentation.

Free Trial.

If Customer registers for a free trial on SOC’s or an Affiliate’s website, SOC will make the applicable Service(s) available free of charge until the earlier of (a) the end of the trial period, (b) the start date of any purchased subscription for those Services, or (c) termination by SOC at its discretion. Additional trial terms may appear on the trial registration page, becoming part of this Agreement by reference.

Important: Any data entered into the Services or customizations made by or for Customer during a free trial will be permanently lost unless a subscription to the same Services is purchased, or the data is exported before the trial ends. If a downgraded service is selected after the trial, data and customizations made during the trial may not be transferable and may be lost.

Free Services.

SOC may offer Free Services to Customer, subject to the terms and conditions of this Agreement. Free Services are provided without charge up to specified usage limits as described in the Documentation. SOC, at its discretion, may terminate access to Free Services at any time without notice. SOC will not be liable for any termination of access, and it is the Customer’s responsibility to export any Customer Data from Free Services prior to termination. If SOC terminates Customer’s account, SOC will, when required by law, provide a reasonable opportunity for data retrieval.

Important: Free Services are provided “as-is” without warranty or indemnification obligations. SOC and its Affiliates make no warranties regarding (a) the suitability of Free Services for Customer’s requirements, (b) uninterrupted, timely, secure, or error-free operation, and (c) accuracy of usage data provided through Free Services.

USE OF SERVICES AND CONTENT

Subscriptions.

Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription, prorated for the remaining portion of that term, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of future functionality or features, nor dependent on any public comments made by SOC regarding future functionality or features.

Usage Limits.

Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, SOC may work with Customer to reduce usage to conform to that limit. If Customer is unable or unwilling to comply, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon SOC’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section.

Customer Responsibilities.

Customer will (a) ensure that Users comply with this Agreement, Documentation, and Order Forms, (b) be responsible for the accuracy, quality, and legality of Customer Data, the methods used to acquire it, Customer’s use of it with the Services, and interoperability with any Non-SOC Applications, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content and promptly notify SOC of any unauthorized access or use, (d) use Services and Content only per this Agreement, Documentation, Order Forms, and applicable laws and regulations, and (e) comply with terms of service for any Non-SOC Applications integrated with Services or Content. Any use in breach of the above that SOC deems threatening to the security, integrity, or availability of SOC’s services may result in immediate suspension of Services, though SOC will make commercially reasonable efforts to provide Customer with notice and an opportunity to remedy the situation prior to suspension.

Usage Restrictions.

Customer will not (a) make any Service or Content available to anyone other than Customer or Users, nor use it for the benefit of others, unless expressly stated in an Order Form or Documentation, (b) sell, resell, license, sublicense, distribute, rent, or lease any Service or Content, nor include it in a service bureau or outsourcing offering, (c) use a Service or Non-SOC Application to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-SOC Application to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service, Content, or related systems, (g) bypass a contractual usage limit or use Services to access, copy, or use SOC intellectual property except as allowed by this Agreement, an Order Form, or Documentation, (h) modify, copy, or create derivative works of a Service or any part, feature, function, or user interface, (i) copy Content unless permitted by this Agreement, an Order Form, or Documentation, (j) frame or mirror any part of any Service or Content except on Customer’s own intranets or for internal business purposes, or as allowed by Documentation, (k) disassemble, reverse engineer, or decompile a Service or Content, nor access it to (1) build a competing product or service, (2) create a product or service using similar ideas, features, or functions, (3) copy ideas, features, or functions of the Service, or (4) determine if Services fall within the scope of any patent.

Removal of Content and Non-SOC Applications.

If Customer receives notice, including from SOC, that Content or a Non-SOC Application may no longer be used or must be removed, modified, or disabled to avoid violating applicable law, third-party rights, or SOC’s Acceptable Use Policy, Customer will promptly take required action. If Customer does not act, including deleting any downloaded Content, or if in SOC’s judgment continued violation is likely, SOC may disable the relevant Content, Service, or Non-SOC Application. Upon SOC’s request, Customer shall confirm deletion and discontinuance of such Content and/or Non-SOC Application in writing, authorizing SOC to provide this confirmation to third-party claimants or government authorities, as applicable. Additionally, if a third-party rights holder requires removal of Content or if Content provided to Customer may violate applicable laws or third-party rights, SOC may discontinue Customer’s access to such Content through the Services.

NON-SOC PRODUCTS AND SERVICES

Non-SOC Products and Services.

SOC or third parties may make available (for example, through a Marketplace or other avenues) third-party products or services, including but not limited to Non-SOC Applications and consulting or implementation services. Any acquisition by Customer of such products or services, as well as any data exchanged between Customer and any Non-SOC provider, product, or service, is solely between Customer and the relevant Non-SOC provider. SOC does not warrant or support Non-SOC Applications or other third-party products or services, even if they are designated as “certified” by SOC, unless explicitly stated otherwise in an Order Form. SOC is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Non-SOC Application or its provider.

Integration with Non-SOC Applications.

The Services may include features designed to interoperate with Non-SOC Applications. SOC cannot guarantee the continued availability of these integration features and may cease providing them without entitling Customer to any refund, credit, or other compensation if, for example, the provider of a Non-SOC Application discontinues availability of the application in a manner acceptable to SOC for integration with the relevant Service features.

FEES AND PAYMENT

Fees.

Customer will pay all fees specified in Order Forms. Unless otherwise stated herein or in an Order Form: (i) fees are based on subscriptions purchased for Services and Content, not on actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

Invoicing and Payment.

Customer will provide SOC with valid and updated payment information, such as a credit card, purchase order, or other acceptable documentation. If Customer provides credit card information, Customer authorizes SOC to charge the card for all Purchased Services listed in the Order Form, covering the initial subscription term and any renewal term(s) as stated in the “Term of Purchased Subscriptions” section below. Charges will be made in advance, either annually or according to any alternative billing frequency specified in the Order Form. If a different payment method is specified, SOC will invoice Customer in advance, following the terms of the Order Form. Unless otherwise

noted in the Order Form, invoiced fees are due within 15 days of the invoice date. Customer is responsible for providing complete and accurate billing and contact information to SOC and must notify SOC of any changes.

Overdue Charges.

If any invoiced amount is not received by SOC by the due date, SOC reserves the right, without limiting its other remedies, to (a) apply late interest at a rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower, and/or (b) adjust future subscription renewals and Order Forms to require shorter payment terms.

Suspension of Service and Acceleration.

If any amount owed by Customer under this or any other agreement for services is 45 days or more overdue (or 10 or more days overdue for credit card payments authorized by Customer), SOC may, without limiting other remedies, accelerate Customer’s outstanding fee obligations under such agreements, making all amounts due immediately, and suspend Services until payment is received in full. For customers not paying by credit card or direct debit, SOC will provide at least 10 days’ prior notice of overdue status, as per the “Manner of Giving Notice” section below, before suspending services.

Payment Disputes.

SOC will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” sections if Customer is disputing the charges in good faith and is working diligently to resolve the issue.

Taxes.

SOC’s fees do not include any taxes, levies, duties, or similar governmental assessments, such as value-added, sales, use, or withholding taxes, as applicable by jurisdiction. Customer is responsible for all taxes associated with purchases under this Agreement. If SOC is required by law to pay or collect taxes for which Customer is responsible, SOC will invoice Customer, and Customer will pay that amount unless Customer provides SOC with a valid tax exemption certificate from the relevant taxing authority. SOC is solely responsible for taxes based on its own income, property, and employees.

PROPRIETARY RIGHTS AND LICENSES

Reservation of Rights.

Subject to the limited rights expressly granted hereunder, Sidestreet Operations Corporation (SOC), its Affiliates, licensors, and Content Providers reserve all of their rights, title, and interest in and to the Services and Content, including all related intellectual property rights. No rights are granted to Customer other than those expressly set forth in this Agreement.

Access to and Use of Content.

Customer has the right to access and use applicable Content, subject to the terms of applicable Order Forms, this Agreement, and the Documentation.

License by Customer to SOC.

Customer grants SOC, its Affiliates, and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-SOC Applications and program code created by or for Customer using a Service or for use by Customer with the Services, as well as Customer Data, as appropriate for SOC to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-SOC Application with a Service, Customer grants SOC permission to allow the Non-SOC Application and its provider to access Customer Data and information about Customer’s usage of the Non-SOC Application, as appropriate for the interoperation of that Non-SOC Application with the Service. Subject to the limited licenses granted herein, SOC acquires no right, title, or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-SOC Application, or program code.

License by Customer to Use Feedback.

Customer grants SOC and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of SOC’s or its Affiliates’ services.

Federal Government End Use Provisions.

SOC provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this Agreement. For U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency requires additional rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically granting those rights.

CONFIDENTIALITY

Definition of Confidential Information.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that should reasonably be understood to be confidential based on the nature of the information and circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Sidestreet Operations Corporation (SOC) includes the Services, Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include information that (i) becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party before disclosure without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The non-disclosure obligations in this “Confidentiality” section apply to Confidential Information exchanged in evaluating additional SOC services.

Protection of Confidential Information.

Each party retains all ownership rights in its Confidential Information. The Receiving Party will use the same degree of care as it uses to protect its own confidential information of a similar kind (but not less than reasonable care) to (i) not use Confidential Information of the Disclosing Party outside the scope of this Agreement and (ii) limit access to Confidential Information to its and its Affiliates’ employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements containing protections not materially less protective than those in this Agreement. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without prior written consent from the other party, with the condition that the disclosing party remains responsible for compliance with this “Confidentiality” section by its Affiliates, legal counsel, or accountants. SOC may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-SOC Application Provider as necessary for SOC to fulfill its obligations under this Agreement, under terms of confidentiality as protective as set forth herein.

Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law, provided the Receiving Party gives prior notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party seeks to contest the disclosure. If disclosure is required by law in a civil proceeding where the Disclosing Party is involved and is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for reasonable costs of compiling and providing secure access to that Confidential Information.

REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS

Representations.

Each party represents that it has validly entered into this Agreement and has the legal authority to do so.

SOC Warranties.

SOC warrants that during the applicable subscription term (a) this Agreement, Order Forms, and Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protecting the security, confidentiality, and integrity of Customer Data; (b) SOC will not materially decrease the overall security of the Services; (c) the Services will perform in material accordance with the Documentation; and (d) SOC will not materially decrease the overall functionality of the Services, subject to the “Integration with Non-SOC Applications” section. For any breach of the above warranties, Customer’s exclusive remedies are as described in the “Termination” and “Refund or Payment upon Termination” sections.

Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT, AND BETA SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER.

MUTUAL INDEMNIFICATION

Indemnification by SOC.

SOC will defend Customer against any claim, demand, suit, or proceeding brought by a third party alleging that any Purchased Service infringes or misappropriates third-party intellectual property rights (“Claim Against Customer”) and will indemnify Customer for damages, attorney fees, and costs awarded against Customer as a result of or amounts paid under a settlement approved by SOC, provided Customer (a) promptly notifies SOC in writing of the Claim Against Customer, (b) gives SOC sole control of the defense and settlement of the Claim (SOC may not settle any Claim unless it unconditionally releases Customer of liability), and (c) provides all reasonable assistance at SOC’s expense. If SOC receives information about an infringement or misappropriation claim related to a Service, SOC may, at its discretion and at no cost to Customer, (i) modify the Service to avoid infringement, (ii) obtain a license for Customer’s continued use, or (iii) terminate Customer’s subscription with a refund of prepaid fees for the remaining term of the subscription. The above obligations do not apply if (I) the Claim does not specify the Service as the basis, (II) the Claim arises from use of the Service with non-SOC software, hardware, data, or processes that would not infringe without such combination, (III) the Claim arises from free or trial services, or (IV) the Claim arises from Content, a Non-SOC Application, or Customer’s breach of this Agreement, Documentation, or Order Forms.

Indemnification by Customer.

Customer will defend SOC and its Affiliates against any claim or proceeding brought by a third party (a) alleging that a Non-SOC Application or configuration provided by Customer infringes third-party intellectual property rights or (b) arising from (i) Customer’s unlawful use of the Services or Content or in violation of this Agreement, Documentation, or Order Form, (ii) Customer Data or Customer’s use of Customer Data with the Services, or (iii) a Non-SOC Application provided by Customer (“Claim Against SOC”), and will indemnify SOC from damages, attorney fees, and costs awarded against SOC or for any amounts paid by SOC under a settlement approved by Customer, provided SOC (A) promptly notifies Customer in writing of the Claim Against SOC, (B) gives Customer sole control of the defense and settlement (Customer may not settle any Claim unless it unconditionally releases SOC of liability), and (C) provides reasonable assistance at Customer’s expense. These obligations do not apply if a Claim Against SOC arises from SOC’s breach of this Agreement, Documentation, or Order Forms.

Exclusive Remedy.

This “Mutual Indemnification” section states each party’s sole liability to and the other party’s exclusive remedy against any third-party claim described in this section.

Non-Disparagement Clause

Customers agree not to make disparaging or defamatory comments about Sidestreet, its services, employees, or affiliates, in any public domain, including social media platforms.

This Agreement constitutes the entire agreement between Sidestreet Operations Corporation (SOC) and Customer regarding Customer’s use of Services and Content, superseding all prior and contemporaneous agreements, proposals, or representations, whether written or oral, related to its subject matter. No representation, undertaking, or promise shall be considered to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement, except as expressly stated herein. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering this Agreement (unless such untrue statement was made fraudulently), and the only remedies available shall be for breach of contract as provided in this Agreement. The parties agree that any term or condition stated in a Customer purchase order or other Customer order documentation (excluding Order Forms) is void. In case of any conflict or inconsistency, the documents shall be prioritized as follows: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Section titles and headings in this Agreement are for convenience only and do not affect the interpretation of any provision.