This Master Services Agreement ("Agreement") governs the acquisition and use of services ("Services") provided by Sidestreet Operations 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 clicking acceptance, executing an Order Form, or engaging our services — you agree to these terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "Customer" refers to that entity.

1. Parties &
Governing Law

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

Sidestreet Operations South Carolina LLC is based at 187 North Church Street, Spartanburg, SC 29306. For customers domiciled in North or South America, this Agreement is entered into by Sidestreet Operations South Carolina LLC, a South Carolina limited liability corporation. Notices should be addressed to 187 North Church Street, 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.

2. Term of
Agreement

Our agreements last for one year for ongoing services and auto-renew 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 Sidestreet Operations South Carolina LLC's unless otherwise agreed.

3. 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 are non-refundable. Services will be suspended if an invoice reaches 45 days past due, and Sidestreet 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: (i) fees are based on subscriptions purchased, 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 & Payment

Customer will provide Sidestreet with valid and updated payment information. If Customer provides credit card information, Customer authorizes Sidestreet to charge the card for all Purchased Services listed in the Order Form, covering the initial subscription term and any renewal term(s). Unless otherwise noted, invoiced fees are due within 15 days of the invoice date.

Overdue Charges & Suspension

If any invoiced amount is not received by the due date, Sidestreet reserves the right to (a) apply late interest at 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 to require shorter payment terms. If any amount is 45 or more days overdue (or 10 or more days for credit card payments), Sidestreet may accelerate all outstanding fee obligations and suspend Services until payment is received in full.

Payment Disputes

Sidestreet will not exercise its overdue or suspension rights if Customer is disputing charges in good faith and working diligently to resolve the issue.

Taxes

Sidestreet's fees do not include taxes, levies, duties, or similar governmental assessments. Customer is responsible for all taxes associated with purchases under this Agreement. If Sidestreet is required by law to pay or collect taxes for which Customer is responsible, Sidestreet will invoice Customer accordingly.

4. Customer
Responsibilities

Authorization

The client agrees to give Sidestreet 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.

Compliance & Data Legality

Customer will (a) ensure that Users comply with this Agreement, (b) be responsible for the accuracy, quality, and legality of Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to Services and promptly notify Sidestreet of any unauthorized access, (d) use Services only per this Agreement and applicable laws, and (e) comply with terms of service for any non-Sidestreet applications integrated with Services.

Usage Restrictions

Customer will not (a) make any Service available to others not authorized under this Agreement, (b) sell, resell, license, sublicense, distribute, rent, or lease any Service, (c) use a Service to store or transmit infringing, libelous, or unlawful material, (d) use a Service to store or transmit malicious code, (e) interfere with the integrity or performance of any Service, (f) attempt to gain unauthorized access to any Service, (g) bypass a contractual usage limit, (h) modify, copy, or create derivative works of a Service, (i) disassemble, reverse engineer, or decompile a Service, or (j) access Services to build a competing product or service.

5. Sidestreet
Responsibilities

Provision of Services

Sidestreet will (a) make Services and Content available pursuant to this Agreement; (b) provide applicable standard support at no additional charge; (c) use commercially reasonable efforts to make online Purchased Services available 24/7, except for planned downtime (for which Sidestreet will provide advance notice) and circumstances beyond Sidestreet's reasonable control, including acts of God, government action, flood, fire, earthquake, civil unrest, terrorism, labor disputes, ISP failure, or denial of service attacks; and (d) provide Services in compliance with applicable laws and government regulations.

Protection of Customer Data

Sidestreet will implement appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. Upon request within 30 days after termination or expiration of this Agreement, Sidestreet will provide access to Customer Data for export or download. After this 30-day period, Sidestreet will delete or destroy all copies of Customer Data in its possession, unless legally required to retain it.

Personnel & Assignment

Sidestreet is responsible for the performance of its personnel (including employees and contractors) and their compliance with Sidestreet's obligations under this Agreement. Sidestreet may assign subcontractors to the project as needed. They will be US-based unless otherwise noted.

6. Intellectual Property
& Confidentiality

Intellectual Property

All intellectual property created by Sidestreet under this agreement remains Sidestreet's until full payment is received. Subject to the limited rights expressly granted herein, Sidestreet, its affiliates, licensors, and content providers reserve all 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.

Confidentiality

Both parties agree to keep all received confidential information confidential. "Confidential Information" means all information disclosed by a party 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 does not include information that (i) becomes generally known to the public without breach of any obligation, (ii) was known to the Receiving Party before disclosure, (iii) is received from a third party without knowledge of any breach, or (iv) was independently developed by the Receiving Party.

The Receiving Party will use the same degree of care as it uses to protect its own confidential information (but not less than reasonable care) and will limit access to Confidential Information to employees and contractors who need access for purposes consistent with this Agreement.

7. Legal
& Liability

Performance Liability

The parties acknowledge that the internet is neither owned nor controlled by any one entity. Sidestreet can make no guarantee on the results that may be provided as a result of our work. Sidestreet represents in good faith that it shall make every effort to ensure that the client's digital marketing is successful, but does not warrant that its work or deliverables will meet the client's requirements or that operation will be uninterrupted or error-free.

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

Representations & Warranties

Each party represents that it has validly entered into this Agreement and has the legal authority to do so. Sidestreet warrants that during the applicable subscription term it will not materially decrease the overall security or functionality of the Services.

DISCLAIMER: 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.

Mutual Indemnification

Sidestreet will defend Customer against any third-party claim alleging that any Purchased Service infringes third-party intellectual property rights, provided Customer promptly notifies Sidestreet in writing, gives Sidestreet sole control of the defense, and provides all reasonable assistance.

Customer will defend Sidestreet against any third-party claim arising from (i) Customer's unlawful use of the Services or breach of this Agreement, (ii) Customer Data, or (iii) any non-Sidestreet application provided by Customer.

8. Non-Disparagement
& Entire Agreement

Non-Disparagement

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 South Carolina LLC and Customer regarding Customer's use of Services and Content, superseding all prior and contemporaneous agreements, proposals, or representations, whether written or oral. In case of any conflict or inconsistency, documents shall be prioritized as follows: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

Ready to get started?

Every great project begins with a simple conversation.

Start a Conversation

Digital Marketing & MediaTerms & Conditions

1. Parties &Governing Law

2. Term ofAgreement

3. FinancialTerms