Master Services Agreement This Master Services Agreement (“Agreement”) governs the acquisition and use of services (“Services”) provided by Sidestreet Operations of South Carolina, LLC (“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.

Parties and Governing Law Sidestreet Media, Sidestreet Digital Marketing and Media and Sidestreet Technology are all brands of Sidestreet Operations of South Carolina, LLC, the legal operating entity.

Sidestreet Operations of South Carolina, LLC (SoSC) based at 187 North Church Street, Suite 205, Spartanburg, SC 29306, will provide services described in your agreement. For customers domiciled in North or South America, this Agreement is entered into by Sidestreet Operations of South Carolina, LLC, a South Carolina limited liability corporation. Notices should be addressed to 187 North Church Street, Suite 205, 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.

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 SoSC’s unless otherwise agreed.

Financial Terms

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 SoSC is not liable for any lost revenue due to services interrupted for non-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 SoSC 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 SoSC 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, SoSC 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 SoSC and must notify SoSC of any changes.

Overdue Charges & Suspension If any invoiced amount is not received by SoSC by the due date, SoSC 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.

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), SoSC 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, SoSC 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 SoSC 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 SoSC’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 asSoSCiated with purchases under this Agreement. If SoSC is required by law to pay or collect taxes for which Customer is responsible, SoSC will invoice Customer, and Customer will pay that amount unless Customer provides SoSC with a valid tax exemption certificate from the relevant taxing authority. SoSC is solely responsible for taxes based on its own income, property, and employees.

Your & Our Responsibilities

Customer Responsibilities

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

• Compliance and Data Legality: 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-SoSC Applications, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content and promptly notify SoSC 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-SoSC Applications integrated with Services or Content. Any use in breach of the above that SoSC deems threatening to the security, integrity, or availability of SoSC’s services may result in immediate suspension of Services, though SoSC 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-SoSC 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-SoSC 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 SoSC 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-SoSC Applications: If Customer receives notice, including from SoSC, that Content or a Non-SoSC Application may no longer be used or must be removed, modified, or disabled to avoid violating applicable law, third-party rights, or SoSC’s Acceptable Use Policy, Customer will promptly take required action. If Customer does not act, including deleting any downloaded Content, or if in SoSC’s judgment continued violation is likely, SoSC may disable the relevant Content, Service, or Non-SoSC Application. Upon SoSC’s request, Customer shall confirm deletion and discontinuance of such Content and/or Non-SoSC Application in writing, authorizing SoSC 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, SoSC may discontinue Customer’s access to such Content through the Services.

Sidestreet Responsibilities

• Provision of Services: Sidestreet Operations of South Carolina, LLC (SoSC) 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 SoSC will provide advance electronic notice), and (ii) unavailability caused by circumstances beyond SoSC’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 SoSC 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 SoSC’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: SoSC 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, SoSC will provide access to Customer Data for export or download as outlined in the Documentation. After this 30-day period, SoSC 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.

• SoSC Personnel & Assignment: SoSC is responsible for the performance of its personnel (including employees and contractors) and their compliance with SoSC’s obligations under this Agreement unless otherwise specified in this Agreement. SoSC may assign subcontractors to the project as needed. They will be US-based unless otherwise noted.

• Beta Services, Free Trials, and Free Services: SoSC may occasionally offer Beta Services, Free Trials, or Free Services. Customer may opt to try such services at their discretion. Use of these services is subject to specific terms detailed in Documentation and on registration pages. Data entered during free trials may be lost unless a subscription is purchased. Free Services are provided “as-is” without warranty or indemnification and may be terminated by SoSC at any time. It is Customer’s responsibility to export data from Free Services prior to termination.

Data, IP & Confidentiality

Intellectual Property (IP) & Reservation of Rights All intellectual property created by SoSC under this agreement remains SoSC’s until full payment is received or if the project requires a separate license agreement.

Subject to the limited rights expressly granted hereunder, Sidestreet Operations of South Carolina, LLC (SoSC), 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.

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

Confidentiality Both parties agree to keep all received confidential information confidential. Either party may designate information confidential.

• 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 of South Carolina, LLC (SoSC) 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 SoSC 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. SoSC may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-SoSC Application Provider as necessary for SoSC 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.

License by Customer to Use Feedback Customer grants SoSC 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 SoSC’s or its Affiliates’ services.

Federal Government End Use Provisions SoSC 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.

Legal & Liability

Performance Liability The parties acknowledge that the internet is neither owned nor controlled by any one entity, SoSC can make no guarantee on the results that may be provided as a result of our work. SoSC 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. SoSC 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 SoSC 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 SoSC has been advised of the possibility of such damages.

Representations, Warranties, & Disclaimers

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

• SoSC Warranties: SoSC 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) SoSC will not materially decrease the overall security of the Services; (c) the Services will perform in material accordance with the Documentation; and (d) SoSC will not materially decrease the overall functionality of the Services, subject to the “Integration with Non-SoSC 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 SoSC: SoSC 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 SoSC, provided Customer (a) promptly notifies SoSC in writing of the Claim Against Customer, (b) gives SoSC sole control of the defense and settlement of the Claim (SoSC may not settle any Claim unless it unconditionally releases Customer of liability), and (c) provides all reasonable assistance at SoSC’s expense. If SoSC receives information about an infringement or misappropriation claim related to a Service, SoSC 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-SoSC 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-SoSC Application, or Customer’s breach of this Agreement, Documentation, or Order Forms.

• Indemnification by Customer: Customer will defend SoSC and its Affiliates against any claim or proceeding brought by a third party (a) alleging that a Non-SoSC 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-SoSC Application provided by Customer (“Claim Against SoSC”), and will indemnify SoSC from damages, attorney fees, and costs awarded against SoSC or for any amounts paid by SoSC under a settlement approved by Customer, provided SoSC (A) promptly notifies Customer in writing of the Claim Against SoSC, (B) gives Customer sole control of the defense and settlement (Customer may not settle any Claim unless it unconditionally releases SoSC of liability), and (C) provides reasonable assistance at Customer’s expense. These obligations do not apply if a Claim Against SoSC arises from SoSC’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.

Entire Agreement This Agreement constitutes the entire agreement between Sidestreet Operations of South Carolina, LLC (SoSC) 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.