Master Service Agreement

This Master Services Agreement ("MSA") is entered into between Konsus, Inc. dba Superside, a Delaware corporation ("Superside"), and the Customer described in the applicable Ordering Document ("Customer"), with effect from the Effective Date.

By signing the Ordering Document, the signatories warrant that (1) they have the authority to bind the Party they represent, and (2) the Party they represent agrees to be bound by the terms and conditions set forth in the Agreement.

1. Purpose and Structure

a) The Parties will describe the Products and/or Services in one or more order forms, statements of work, purchase orders, work orders or any similar written agreements (each, an “Ordering Document”). An Ordering Document is only binding between the Parties if it is either signed by authorized representatives of both Parties or, in the case of Purchase Orders and Work Orders issued by the Customer, if it is accepted by Superside either in writing or by commencing delivery of the specified products and/or services.

b) The terms and conditions in this MSA will apply to each Ordering Document and shall be incorporated by reference therein. The Ordering Document and this MSA shall constitute the “Agreement”. If there is a conflict between the MSA and an Ordering Document, the wording of the MSA will prevail unless the Ordering Document expressly states otherwise with reference to the conflicting provision of the MSA, and in which case the wording of the Ordering Document will prevail only in relation to that Ordering Document.

2. Fees and Payment

a) Customer will pay Superside all amounts stated in each Ordering Document (“Fees”), in accordance with the terms thereof. All Fees stated on an Ordering Document are in United States Dollars.

b) If You desire a purchase order number on the invoice, You must state it on the Ordering Document or provide it to Superside at least seven (7) calendar days before the invoice will be sent out.

c) Payment must be made by credit card, check, or bank transfer. All payments must be made in United States Dollars. You shall have no right to set off or withhold any amounts under the Agreement. You shall be responsible for all taxes associated with the Services other than United States taxes based on Superside’s net income.

d) Payments made by bank transfer must be made to the following account. You must verify any change to Superside’s remittance instructions via a known live contact at Superside:

Account Name: KONSUS INC
Account Number: 931766569
Business Address: 1201 N Market St Ste 111, Wilmington, DE 19801
Bank Name: JPMorgan Chase
Bank Address: 383 Madison Ave, New York, NY 10017, United States
Routing & Transit: 021000021
Account Type: Business Checking
Swift Code: CHASUS33
Reference: [the invoice number]

Physical checks must be addressed to Konsus, Inc. and mailed to the lockbox address below:

KONSUS INC.
P.O. Box 737396
DALLAS, TX 75373-7396

e) The following applies to Customers who choose to use a credit card as their payment method. Superside has integrated with Stripe, a validated Level 1 PCI DSS Compliant Service Provider, for PCI Compliant storing of credit card information and processing of payments. Stripe may make a temporary charge to credit cards added to Your Superside account. Any such charges are refunded after Your credit card has been verified. The refund may take several business days depending on Your bank or credit card service. Should You wish to use a Credit Card as a payment method, You hereby authorize Superside to run, or have run, credit card authorizations on all credit cards provided by You, to store credit card details as Your method of payment for Services, and to charge Your credit card (or any other form of payment authorized by Superside or mutually agreed to between You and Superside).

f) If any outstanding amount is more than thirty (30) days overdue from Payment Terms, Superside reserves the right to: (i) charge one and one half percent (1.5%) interest per month on the outstanding balance, or the maximum permitted by law, whichever is lower, from the date due until paid; (ii) recover from You all expenses of collection; (iii) withhold any Services to Customer until all invoices have been paid in full and such withholding of Services shall not be considered a breach or default of any of Superside's obligations; and/or (iv) terminate the Agreement with immediate effect, in which case You shall remain liable for all Fees.

g) If You believe that Superside has billed You incorrectly, or if You dispute any portion of an invoice for any reason, You must contact Superside in writing at payment@superside.com within thirty (30) days from the invoice date. Any invoice not disputed during this period shall be deemed correct and binding.

h) Except if (i) You terminate the Agreement in terms of Section 12(b) (Termination for Cause) or (ii) if You terminate an Ordering Document in terms of the provisions thereof (each a “Permitted Termination”), all Fees are non-cancellable, non-refundable, and You remain liable for all Fees, regardless of Your usage levels. In the event of a Permitted Termination, You will receive a refund of any Fees paid in advance for the period after the Termination Date (“Prepaid Amount”), reduced by any unpaid Fees and discounts applied (“Refund”). Superside will pay the Refund within thirty (30) days following the end of the calendar month in which the Termination Date occurs. If the unpaid Fees and/or discounts exceed the Prepaid Amount, Superside will invoice You for the outstanding balance.

3. Superside Platform

a) Where expressly provided in an Ordering Document, and subject to Your compliance with this Agreement and payment of all applicable Fees, an unlimited number of your Users, will be granted access to Superside’s proprietary project management platform located at app.superside.com (“Platform”). When Superside does this, Superside grants You a limited, non-exclusive, non-transferable license to access and use the Superside Platform for the duration of the Agreement. No rights are granted to You other than those expressly stated herein, and Superside reserves all rights, title, and interest in and to the Platform and any improvements made thereto.

b) Except as expressly authorized in this Agreement, You shall not (i) directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Platform; (ii) modify, translate, or create derivative works of the Platform; (iii) use the Platform for timesharing, service bureau purposes, or otherwise for the benefit of a third party; (iv) remove, obscure, or alter any proprietary notices or labels; (v) interfere with or disrupt the integrity, performance, or security of the Platform, any third-party tools, or any data contained therein; or (vi) use the Platform to store or transmit personal health information (as defined under the Health Insurance Portability and Accountability Act of 1996) unless otherwise agreed upon in writing by Superside.

c) Where You grant individuals access to the Platform (“Users”), (i) You acknowledge and agree that all acts, instructions, and communications undertaken by Users will be deemed to have been authorized by You and will be binding on You; (ii) You are responsible for ensuring that all Users comply with this Agreement; (iii) each User account is personal to the individual to whom it is issued, and credentials may not be shared or used by anyone other than the designated User; (iv) You are responsible for maintaining the confidentiality of Users’ credentials and preventing unauthorized access to or use of the Platform; and (v) You must promptly notify Superside of any actual or suspected unauthorized access or use of the Platform.

d) Superside does not provide or guarantee any online hosting services. You are solely responsible for ensuring that all information provided to or accessed from the Platform, including any Work Product, Customer Data, account data, access credentials, or other information, is properly copied, stored, and backed up at your own location.

e) The Platform may enable Users to share content via URLs that are accessible without authentication. Customer is solely responsible for ensuring no Confidential Information or sensitive data is shared through such links, and Superside disclaims liability for access obtained via such links.

f) Superside may collect and analyze data and other information relating to the access, use, provision, and performance of the Services, Platform, and related systems and technologies, and use and disclose such information and data to improve the Services and for other development, diagnostic, and corrective purposes.

4. Confidentiality

a) You and Superside (each a “Receiving Party”) understand that the other Party (the “Disclosing Party”) has disclosed or may disclose confidential business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). The Parties agree that this Section shall supersede any prior or contemporaneous agreement between the Parties relating to confidentiality.

b)The Receiving Party hereby agrees to hold the Confidential Information in strict confidence and to take reasonable precautions to protect Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), and not to disclose any such Confidential Information or any information derived therefrom to any third person other than disclosures (i) required by law, court order by a court of competent jurisdiction, or by any regulatory authority to which the Receiving Party is subject, provided the Receiving Party (to the extent permitted by law and reasonably practicable): provides the Disclosing Party with reasonable notice of such required disclosure prior to the Confidential Information being disclosed; uses reasonable efforts to limit the disclosure of the Confidential Information; requests confidential treatment or a protective order related to the disclosure of the Confidential Information; and allows the Disclosing Party, subject to instructions from the Receiving Party, to participate in any proceeding related to any such involuntary disclosure; and/or (ii) to its employees, contractors, advisors, or consultants for the purpose of fulfilling that Party’s obligations under this Agreement, including those who may have access to Confidential Information, provided that such recipients are bound by written confidentiality obligations substantially similar to those set forth in this Agreement. The receiving party may retain one (1) archival copy of Confidential Information for legal, regulatory, or record-keeping purposes, provided that such copy remains subject to the confidentiality obligations herein.

c) The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof (other than for trade secrets), or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public; (ii) was in its possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it by a third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.

5. Intellectual Property Rights

a) Your IP. You may instruct that Superside incorporate any specifically identified or provided assets protected by personality rights and/or intellectual property rights, including literary, pictorial, audiovisual, and sound recordings (“Your IP”) into the Work Product. When You do this, You grant to Superside, the IP License in relation to Your IP to enable Superside to provide the Service, and You warrant and represent that You have all of the necessary right, title, and interest to be able to grant this license.

b) Third-Party Materials. With your permission, Superside may incorporate literary, pictorial, audiovisual, sound recordings, and any other assets protected by personality rights and/or intellectual property rights belonging to third parties (“Third-Party Materials”) into any Work Product. It is Your responsibility to inform Your project manager at the outset of any Project on what license(s) and or usage(s) You will require. Superside shall bear no responsibility whatsoever should Your initial intended use for any Work Product change and should the license(s) and/or usage(s) secured for You by Superside be inadequate for Your altered intended use of any Work Product.

c) Work Product. Subject to (a) and (b) above, and to the extent that Work Product is protectable by intellectual property rights, as between the parties, You shall own all applicable right, title and interest thereto by virtue of: (i) to the maximum extent permitted by law, all Work Product shall constitute “work made for hire” made solely for Your benefit; alternatively (ii) Superside hereby irrevocably assigns, transfers, and conveys, free and clear of all liens and encumbrances, the entire right, title, and interest in and to all such intellectual property rights it holds in the Work Product to You including all of its rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (and any and all intellectual property rights it has arising therefrom) to the extent permitted by law. You will comply with all applicable import and export control laws. Superside represents and warrants that, to Superside’s Knowledge, Work Product does not infringe or misappropriate the intellectual property rights of any third party (the “IP Infringement Warranty”). As used herein, “Knowledge” means that Superside actually knew or ought reasonably to have known of such infringement or misappropriation.

d) License Back and Logo Rights. Provided that Superside may not publicize any Work Product which You have not already published or made public, You grant to Superside the IP License in relation to the Customer Data, Your name, and trademarks to enable Superside’s marketing efforts and/or to improve or enhance Superside’s services and/or product offerings. You may revoke this license at any time in writing, after which Superside shall use commercially reasonable efforts to remove any previously licensed items from its marketing materials.

e) Pre-Existing IP. Except for the express licenses granted in the Agreement, each Party retains all right, title, and interest in and to all intellectual property, proprietary materials, data, and other works of authorship that are (i) owned or controlled by that Party before the Effective Date, or (ii) developed or acquired by that Party outside the scope of this Agreement and without use of the other party’s Confidential Information (“Pre-Existing IP”). For the avoidance of doubt, the Platform (including all of its source code, object code, underlying structure, ideas, know-how, and algorithms); development and enhancement of AI tools, products, or features; any advisory reports; and custom AI models are all included in Superside’s Pre-Existing IP. Superside may include Superside Pre‑Existing IP (e.g., templates, frameworks, design systems, prompts, adapters, code snippets, know‑how) in Work Product. Superside retains ownership of such Pre‑Existing IP, and, where such Pre-Existing IP is necessary for Customer’s use of Work Product, grants Customer a non-exclusive, perpetual, irrevocable, worldwide, royalty‑free license to use it as embedded in the Work Product.

6. Generative Artificial Intelligence

a) Use of AI. Superside may utilize or incorporate products, systems, or tools that incorporate or use generative artificial intelligence and/or machine learning technologies (“AI”) to deliver, support, augment, or optimize the performance of the Platform, Services, and/or in the development of Work Product (“AI Features”). The AI Features may include or incorporate AI belonging to a third party (“Third-Party AI Tools”). AI Features do not include automated content editing tools that make determinations or edits without generating entirely new content including content-aware selection, scaling, and patching. You acknowledge that the use of AI Features is optional and may be disabled globally at an account level. Certain AI Features may be also disabled for an individual project/instance. Where AI Features are not disabled, Superside shall employ AI in a responsible and lawful manner, as outlined in this Section.

b) Compliance with Laws and Regulations. Superside will comply with all applicable laws and regulations, including but not limited to the EU Artificial Intelligence Act and data protection laws (to the extent applicable).

c) Inputs to AI. “Input” means prompts, instructions, or data submitted to AI Features. During the Term, You grant Superside the IP License (with the right to sublicense to Third-Party AI Tools) to Customer Data to transmit, store, and process Inputs and Outputs with such tools solely for the purposes set out herein. Except as authorized under Section 7, Superside shall not include Your IP, Your Confidential Information, or Your personal data in Input unless Superside has enabled zero data retention and prohibited training of AI models (where available).

d) Outputs from AI. “Output” means results produced by AI Features. Unless You request unmodified Output in writing, Superside will have human personnel review and, if appropriate, edit Output before inclusion in Work Product to ensure conformance to the brief and intended quality standards. Superside represents that its use of Third-Party AI Tools is properly licensed or authorized for Superside’s intended use to generate Work Product for Your benefit and will not impose unexpected usage restrictions on the Work Product. As set out in Section 5(c), You own all Work Product that incorporates Output. If You request unmodified Output: (i) such Output is not “Work Product”, (ii) You acknowledge Output may contain inaccuracies or bias, and (iii) Superside makes no warranty as to suitability of such Output.

e) IP Infringement Warranty, Indemnity and Disclaimer. Other than for unmodified Output that You request in writing, Work Product that includes or is informed by Output remains subject to Superside’s IP Infringement Warranty and indemnity in Section 5(c). You also accept that where AI Features are utilized, Work Product may not be protectable by intellectual property rights.

7. Custom AI Models

a) Custom Model. With Your written approval, Superside may train, fine-tune, or adapt an AI model to Your brand, style, products, or use cases using Customer Data (“Custom Model”). Custom Models may be used solely to produce Output for Your benefit during the Term.

b) Ownership. As between the Parties, Custom Models (including weights, prompts, system instructions, adapters, and pipelines) and any Superside tools, know-how, and templates are Superside’s Pre-Existing IP. Superside grants You a non-exclusive, non-transferable, worldwide license during the Term to benefit from the Custom Model solely through the Services and for Your business purposes. As set out in Section 5(c), You own all Work Product that incorporates Output produced by a Custom Model.

c) Customer Data and Training Restrictions. Where you authorize the creation of a Custom Model, You grant Superside the IP License and permission to use Customer Data to create and operate the Custom Model. Superside will not use Customer Data, or permit any third-parties, to train any “base” or “foundational” model on Customer Data provided for the purpose of creating a Custom Model.

d) Deletion. Upon termination or expiration of this MSA, Superside will, upon Your written request, delete Custom Models that use Customer Data within 90 days, except to the extent required by law.

8. Indemnification

a) Mutual Indemnity. Each Party agrees to indemnify, defend, and hold harmless the other Party’s affiliates, directors, officers, employees, representatives, agents, and contractors from any direct losses, damages, or expenses (including reasonable attorneys’ fees) (collectively “Losses”) arising from or relating to any claim, suit, proceeding, demand, or action brought by a third-party (a “Third-Party Claim”) against either Party for actions by it or its agents relating to: gross negligence; willful misconduct; fraud or fraudulent misrepresentation; or defamation.

b) Customer’s Indemnification. You will further indemnify, defend, and hold harmless Superside, its affiliates, directors, officers, employees, representatives, agents, and contractors (each a “Superside Indemnified Party”) from any Losses arising from or relating to any Third-Party Claim against a Superside Indemnified Party relating to actions by You or Your affiliates, directors, officers, employees, representatives, agents, or contractors relating to: (i) use of the Services in violation of this Agreement; (ii) any of Your IP and any Third-Party Materials, as laid out in Section 5 (Intellectual Property Rights), or any other materials provided by You; and (iii) Your violation of privacy rights, unfair competition, or infringement or allegations thereof of a registered patent, registered trademark, or copyright of a third-party.

c) Superside’s Indemnification. Superside will further indemnify, defend, and hold harmless the Customer, its affiliates, directors, officers, employees, representatives, and agents, (each a “Customer Indemnified Party”) from any Losses arising from or relating to any Third-Party Claim against a Customer Indemnified Party relating to actions by Superside or its affiliates, directors, officers, employees, representatives, agents, or contractors relating to: (i) Your permitted use of the Platform; and (ii) any breach of the IP Infringement Warranty (in each case, an “Infringement Claim”). Notwithstanding the foregoing, Superside will have no obligation under this Section, or otherwise, with respect to any Infringement Claim to the extent it is based on: (1) any use of Work Product in violation of the Agreement, or outside the scope of the rights granted; (2) Your willful infringement of copyright; (3) any modification to Work Product not made by Superside, unless the Infringement Claim would have arisen without such modification; (4) Your IP, Customer Data, or any other materials or content provided by You to Superside; (5) an infringement of copyright that is not Your first infringement; (6) any part of the Work Product that was designed in accordance with, or in response to express, instructions, feedback, or input from You.

d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE INDEMNIFICATION OBLIGATIONS OUTLINED IN THIS SECTION SHALL BE SUBJECT TO THE LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT. THIS SECTION 8 STATES SUPERSIDE’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS.

e) The Party seeking indemnification under this Section 8 (the “Indemnified Party”): (i) will notify the other Party (“Indemnifying Party”) promptly in writing of any Claim for which it is seeking indemnification hereunder; (ii) will give the Indemnifying Party sole control of the defense thereof and any related settlement negotiations; (iii) will cooperate with the Indemnifying Party, at the Indemnifying Party’s request and expense, in assisting with such defense; and (iv) may not settle any Claim without the Indemnified Party’s consent (which will not be unreasonably withheld, conditioned, or delayed) if such settlement requires the Indemnified Party to admit any liability.

9. LIMITATION OF LIABILITY

a) NO PARTY OR ITS SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OR CONTRACTORS, WILL BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR: (I) ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES -- INCLUDING BUT NOT LIMITED TO ANY LOST BUSINESS OPPORTUNITY, REPUTATION, OR PROFITS -- ARISING OUT OF THE AGREEMENT (WHETHER BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY) OR ITS TERMINATION, AND IRRESPECTIVE OF WHETHER OR NOT THAT PARTY HAS BEEN ADVISED; OR (II) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS.

b) EXCEPT FOR YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, THE TOTAL LIABILITY OF EITHER PARTY FOR DAMAGES (OR ALLEGED DAMAGES), AND FOR ANY AND ALL CLAIMS, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL BE LIMITED TO THE AGGREGATE AMOUNT YOU PAID TO SUPERSIDE UNDER THE APPLICABLE ORDERING DOCUMENT DURING THE TWELVE (12) MONTHS PRECEDING THE INITIAL CLAIM GIVING RISE TO SUCH LIABILITY.

c) NOTWITHSTANDING THE FOREGOING, FOR LIABILITIES ARISING UNDER SECTIONS 4 (CONFIDENTIALITY) OR 8 (INDEMNIFICATION) OF THIS AGREEMENT, OR FOR ANY UNINTENTIONAL, VICARIOUS, OR CONTRIBUTORY INFRINGEMENT CLAIMS, SUCH LIABILITY SHALL NOT EXCEED THREE (3) TIMES THE AGGREGATE AMOUNTS YOU PAID TO SUPERSIDE UNDER THE APPLICABLE ORDERING DOCUMENT DURING THE TWELVE (12) MONTHS PRECEDING THE INITIAL CLAIM GIVING RISE TO SUCH LIABILITY.

d) The Parties shall use commercially reasonable efforts to limit or mitigate damages they may suffer in connection with this Agreement.

e) Each provision of this Agreement that provides for a limitation of liability or disclaimer of warranties, represents an agreed allocation of the risks of the Agreement between the Parties. This allocation is reflected in the pricing offered by Superside to Customer and is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of the Agreement, and each of these provisions will apply even if the warranties in the Agreement have failed of their essential purpose.

10. Insurance

While this Agreement is in effect, Superside will maintain Commercial General Liability and Cyber Liability and Technology E&O Insurance, each limited to an amount of not less than $1,000,000 in the aggregate.

11. Term and Termination

a) The term of this MSA begins on the Effective Date and will end on the termination of all Ordering Documents forming part of the Agreement. The term of each Ordering Document will be for the period set out therein, unless terminated earlier in accordance with the provisions of this MSA.

b) Either Party (“Terminating Party”) may terminate the applicable Ordering Document(s) where the other Party (“Defaulting Party”) is:

(i) in material breach of the Agreement, the Terminating Party has delivered a written notice to the Defaulting Party setting out the particulars of the breach in sufficient detail to enable the Defaulting party to understand the terminating party’s complaint and requiring that the breach be cured, and the material breach described in the notice remains at least thirty (30) calendar days after the written notice was received;

(ii) insolvent or undergoing liquidation proceedings; or

(iii) failing to perform any of its obligations in terms of this Agreement for a period exceeding twenty (20) business days as a result of a Force Majeure Event as set out in Section 17(d) (Force Majeure) (each of (i), (ii) and (iii) a “Termination for Cause”).

c) If Superside terminates the Agreement for Cause, Superside will be entitled to accelerate the payment of all future Fees in terms of the Agreement, which will all become immediately due and payable.

d) A Termination for Cause will only be effective on the date on which the Terminating Party delivers a written termination notice to the Defaulting Party at the address set out below and specifying therein the Terminating Party’s full registered name, a full description of the Ordering Document(s) the Terminating Party wishes to terminate, and the reason for termination:

Superside: contracts@superside.com.
Customer: the email address You provide on any Ordering Document.

12. Ethical Guidelines

Superside reserves the right, at its own discretion, to stop offering Services to individuals and companies that: (i) are on the Norwegian Government Pension Fund (“NGPF”) ethical exclusion list, in breach of the NGPF ethical guidelines, or are actively hindering progress within diversity, equity, and inclusion; or (ii) engage in any action which brings the Customer or Superside into disrepute, contempt, scandal, or ridicule, or tend to shock, insult or offend the majority of the consuming public or any protected class or group thereof which include, but are not limited to, the following of which should be seen as representative and not an exhaustive list: (1) counterfeit or unauthorized goods; (2) illicit drugs and drug paraphernalia including any pseudo-pharmaceuticals; (3) tobacco-related, cigarette, electronic cigarette, or vaping products; (4) adult content or services; (5) unfair, predatory, or deceptive practices; (6) gambling; (7) weapons manufacturing services; or (iii) fail to fully comply with applicable anti-money laundering and terrorism financing laws, including those set out by the United States Treasury Department’s Office of Foreign Asset Control. Superside reserves the right to treat any violation of any of (i), (ii), and/or (iii) of this Section as Termination for Cause as laid out in Section 11 (Term and Termination).

13. Representations and Warranties

Each Party represents and warrants that it (i) is a legal entity duly incorporated, validly existing and in good standing, with all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; (ii) is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required; (iii) shall comply with all laws and regulations applicable to the performance of its obligations hereunder; (iv) is not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability to perform fully its respective obligations hereunder; and (v) has all of the necessary right, title, and interest in the relevant intellectual property to be able to grant the IP License as applicable. EXCEPT FOR THE EXPRESS WARRANTIES MADE OR REFERENCED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

14. Disclaimers

a) Superside may provide advisory services to You as a component of the Services, Superside hereby disclaims any guarantee that any advice given to You will generate or contribute to Your desired result. Any advice given represents Superside’s opinions only and You accept and agree that You are solely responsible for achieving Your desired result related thereto. Where Superside’s case studies are included in the communication of such advice, results achieved in those case studies do not guarantee similar outcomes for You. Superside does not provide medical, legal, financial, or other professional advice, and any content regarding those topics is provided for informational purposes only and is not a substitute for advice from a qualified professional.

b) Superside may, from time to time, receive customer referrals from third parties. If You were referred to Superside through such a referral, please be advised that the third party making such referral may be eligible to receive valuable consideration in exchange for Your successful retention as a Superside customer.

15. Data Privacy and Security

a) Superside shall be the Controller in relation to the Personal Data You provide to us relating to Your Users. Superside will process such Personal Data in accordance with its Privacy Policy.

b) Unless otherwise specifically agreed in writing and signed by authorized representatives of the Parties, Superside does not knowingly collect Personal Data of an individual who is not our Customer or our Customer’s representative (“Third-Party Personal Data”). You are responsible for any Third-Party Personal Data You share with Superside and must first notify Superside thereof in writing by email sent to dataprivacy@superside.com.

c) As used herein, “Controller” and “Personal Data” have the respective meanings given to them under the applicable data protection laws.

d) You may decide to interact with Superside through a product or service of a third-party provider (“Integration”). If You do this, (1) Superside does not endorse, is not responsible or liable for, and makes no representations as to any aspect of the Integration, and (2) Your use of the Integration is governed solely by the terms and conditions of such third-party.

16. Delivery of Notices and Consent to Service of Process

a) The Parties mutually consent to the use of electronic means to deliver any notices, with the exception of service of process pursuant to the Agreement, and electronic records to store information related to this Agreement and Your use of the Services.

b) All notices under this Agreement will be in writing and sent by electronic mail to the address for the other Party set out in the Ordering Document. The date of receipt will be deemed the date on which such notice is transmitted. Actual receipt of a written notice will be sufficient regardless of the means by which it was transmitted.

c) Each Party agrees that its respective submission to jurisdiction and consent to service of process by registered mail is made for the express benefit of the Parties to this Agreement. With regard to any service of process related to any controversy, dispute, claim, or litigation, the Parties irrevocably consent to service of process by registered mail at the following address:

(i) Superside: CSC Global, Attn: Konsus, Inc., 251 Little Falls Dr., Wilmington, DE, USA, 19808.

(ii) Customer: the address You provide under the Ordering Document.

17. General

a) Complete Agreement and Modification. Superside may update its MSA from time to time in its discretion by posting the updated version on this website. You will be notified in writing, and the changes shall be effective as of Your next Agreement term, as applicable. If the Customer has entered into a customized MSA with Superside, then the Parties agree that it cannot be changed unless there is a formal written document signed by the representatives of both parties. In the case of Superside, only its CEO, CFO, Finance Director, and Director of Legal are authorized to consent to Modifications, and no other persons have the power to bind Superside.

b) Interpretation. Unless the context clearly indicates otherwise: (i) capitalized terms have the respective meanings given in “Appendix 1: Definitions” to this MSA; (ii) defined terms include all grammatical forms of the term; (iii) words in the singular include the plural and vice versa; (iv) "include," "includes" and "including" are deemed to be followed by "without limitation"; and (v) headings are convenience only and do not affect interpretation. No presumption arises against the drafting Party.

c) Relationship, Subcontracting, Assignment and Third-Party Beneficiaries. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship, and neither Party has authority to bind the other. Superside may use subcontractors or other third parties to perform our obligations and exercise our rights under this Agreement. We will remain responsible for all such subcontractors acts and omissions as if they were our own. Neither Party may assign the Agreement without the other Party’s prior written consent, except either Party may assign this Agreement, with notice, in connection with a merger, reorganization, or sale of all or substantially all of its assets. There are no third-party beneficiaries to this Agreement.

d) Force Majeure. Except for Your payment obligations accrued before the Force Majeure Event, neither Party is liable for, or deemed in breach of this Agreement by reason of, any failure or delay in performing its obligations to the extent such failure or delay is caused by circumstances beyond that Party’s reasonable control, including: natural disasters, acts of government, terrorism, war, cyberattacks, public health events, utility failures, or acts of God (each a “Force Majeure Event”). The affected Party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. If the Force Majeure Event continues for more than twenty (20) business days, either Party may terminate this Agreement upon written notice.

e) Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The Parties irrevocably submit to the exclusive jurisdiction of the state or federal courts located in New Castle County, Delaware for any dispute arising out of this Agreement, waive any objection to venue in those courts, and agree not to claim that such forum is inconvenient. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

f) Notice for California Users. Under California Civil Code §1789.3, California consumers may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. To the extent permitted by applicable law, nothing in this Section limits the provisions of Section 17(e) (Governing Law and Venue).

g) Survival. Any provisions that by their nature should survive termination or expiration do survive, including payment obligations, confidentiality, indemnification, limitations of liability, intellectual property rights, governing law and venue, and this survival Section.

h) Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part, that provision will be ineffective in that jurisdiction to the extent of such illegality, invalidity, or unenforceability and will be deemed modified to the minimum extent necessary to comply with law, so as to give effect to the intent of the Parties, without affecting the validity or enforceability of the remaining provisions or of that provision in any other jurisdiction.

i) Execution and Counterparts. Each signatory of an Ordering Document represents and warrants that they are duly authorized to bind their respective Party. Any Ordering Document and any other document forming part of the Agreement, may be executed in counterparts, each of which is deemed an original, and signatures transmitted or executed electronically (including via e-signature platform, PDF, or other electronic means) are valid and binding.

Appendix 1: Definitions

1. “Agreement” means any individual Ordering Document and this MSA, and taken as one entire agreement as set out in Section 1 (Purpose and Structure);
2. “Claim” means any controversy, dispute, claim, or litigation arising out of or relating to the Agreement brought by either You or Superside against the other Party;
3. “Confidential Information” means confidential business, technical, or financial information relating to a Party’s business, as set out in Section 4 (Confidentiality). Confidential Information of Superside includes non-public information regarding features, functionality, and performance of the Service;
4. “Customer” means the person or entity to which Superside provides the Products and/or Services and described the Ordering Document;
5. “Customer Data” means (a) Your Confidential Information, and (b) any other assets (including literary, pictorial, audiovisual, and sound recordings), intellectual property, information, and data provided by You and Your Users to Superside or generated by Superside in the provision of the Service, and (c) any additions or enhancements made to or derived from (a) and (b);
6. “Effective Date” means the date on which this MSA becomes effective, being the date of last signature hereof, or the date of last signature of any Ordering Document, or the Start Date of any Ordering Document, whichever date occurs earliest;
7. “Fees” means all amounts stated in each Ordering Document which are payable to Superside;
8. “Infringement Claim” means any breach of the IP Infringement Warranty, as set out in Section 8 (Indemnification);
9. “IP Infringement Warranty” means Superside’s warranty that Work Product does not infringe or misappropriate the intellectual property rights of any third party as set out in Section 5 (Intellectual Property Rights);
10. “IP License” means a non-exclusive, fully sublicensable, worldwide, fully paid-up, royalty-free license, You grant to Superside to copy, use, reproduce, modify, make derivative works, and otherwise exploit, the applicable intellectual property. The IP License shall endure for a period equal to Your rights, ownership, or license held in the applicable intellectual property;
11. “MSA” means this Master Service Agreement (including any appendices thereto);
12. “Ordering Document” means any order form, statement of work, purchase order, work order or any similar written agreement, which is binding between the Parties, incorporates the terms of this MSA by reference and forms part of the Agreement.
13. “Party” and “Parties” mean Superside and/or Customer;
14. “Payment Terms” means the amount of time in which full payment of each invoice must be made, as set out in the Ordering Document;
15. “Privacy Policy" means Superside’s privacy policy located at www.superside.com/privacy;
16. “Products” has the meaning given to it in an Ordering Document;
17. “Project” means an item comprising part of the Services described by a unique project identification number provided by Superside;
18. "Quarterly" means a period of three (3) consecutive months;
19. “Section” means any section of any document forming part of the Agreement. Unless specifically stated otherwise, a Section refers to the section of the same document in which the reference is made;
20. “Services” has the meaning given to it in an Ordering Document;
21. “Superside” means Konsus, Inc. (dba Superside);
22. “Platform” means Superside’s proprietary project management platform located at app.superside.com;
23. “Termination Date” means the date on which any valid termination of the Agreement and/or an Ordering Document becomes effective;
24. "Termination for Cause" means a termination made in terms of Section 11(b) (Term and Termination);
25. “Third-Party Materials” means any literary, pictorial, audiovisual, sound recording, or any other assets protected by copyright belonging to a third party, as set out in Section 5 (Intellectual Property Rights);
26. “User” means Your authorized users of the Services and/or Platform;
27. “Work Product” means any creative asset under the Agreement that is provided by Superside to You as part of the Services, marked as “final”, and that You accept in writing within thirty (30) days. For the avoidance of doubt, Work Product does not include any drafts, preparatory works, works in progress, or unmodified AI Output that you have requested in writing. Work Product also does not include any systems developed by Superside for the creation and delivery of Work Product to You;
28. “You” and “Your” refer to the Customer; and
29. “Your IP” means any specifically identified or provided assets protected by personality rights and/or intellectual property rights, including literary, pictorial, audiovisual, and sound recordings, You instruct Superside to incorporate into Work Product, as set out in Section 5 (Intellectual Property Rights).