Master SaaS Agreement (MSA)

This Master SaaS Agreement (the "Agreement") is entered into between STACKBOOSTER CORPORATION, a corporation organized and existing under the laws of the State of Delaware, United States of America, with its registered address at 8 The Green #12146, Dover, DE 19901, United States of America ("StackBooster", "we", "us"), and the entity identified as the "Client" in the applicable Order Form (the "Client").

By signing an Order Form that references this Agreement, by accepting this Agreement through an online sign-up or checkout flow, or through any other form of acceptance of this Agreement (including by using the Services), the Client agrees to be bound by this Agreement and by the documents incorporated into it by reference.

1Definitions

Capitalized words and expressions used in this Agreement have the meanings set out below or, if not defined below, the meanings given to them in the Order Form or in the documents incorporated into this Agreement by reference.

"Agent Action" means any action executed by an AI Agent within or through the Services, including generating, modifying or deleting content, code, files or data; creating, deploying, configuring, scaling or deleting infrastructure, applications, databases or environments; publishing content to websites or Third-Party Platforms; sending messages or other communications; creating, modifying or launching advertising campaigns or budgets; and calling Third-Party Platform APIs on the Client's behalf.

"AI Agent" means an AI-based software agent made available, configured or operated by StackBooster within the Platform that performs tasks for the Client, including planning, research, content and code generation, software and website development, infrastructure and cloud management, marketing, sales, publishing and communication tasks, in each case within the permissions, Approval Controls and deployment scope applicable to the Client.

"Approval Controls" means the controls made available within the Services that allow the Client to determine which Agent Actions require prior human approval, to set spending, sending, publishing and usage limits, to restrict permissions and connected accounts, and to pause or stop AI Agents.

"Client Cloud Environment" means any cloud account, Kubernetes cluster, server, code repository, domain, DNS zone, database, storage bucket or other infrastructure owned or controlled by the Client (or by a third party on the Client's behalf) and connected to the Services.

"Client Data" means all data, content and materials submitted by or on behalf of the Client to the Platform or made accessible to the Services through a connected account, including business information, brand materials, knowledge base content, files, documents, source code, repositories, infrastructure configuration and telemetry, integration data, Lead Data, prospect data, recipient data, campaign data, advertising account data, configuration data and End User content.

"DPA" means the Data Processing Agreement entered into between StackBooster and the Client, available at https://stackbooster.io/legal/dpa or at such other publication address as is specified in the Order Form, incorporated into this Agreement by reference.

"End User" means a natural person who interacts with an AI Agent, a Hosted Application or any communication sent through the Services on the Client's behalf, including visitors and users of the Client's websites and applications and recipients of the Client's communications.

"Functional Scope Annex" means the document attached to or referenced in the applicable Order Form describing the functional scope, operational limitations, integrations, exclusions, onboarding scope, usage assumptions and technical boundaries applicable to the Services.

"High-Risk AI Use Case" means any use of the Services falling within Annex III to Regulation (EU) 2024/1689 (the "EU AI Act"), including the use categories listed in Section 5.2, or any equivalent or analogous category that is designated as high-risk, restricted or otherwise subject to heightened regulatory or contractual obligations under applicable AI, data protection, sectoral laws or platform rules in the Client's jurisdiction.

"Hosted Application" means any website, landing page, web application, API, database, agent, bot or other software built, generated, deployed or hosted for the Client through the Services, whether on StackBooster infrastructure or in a Client Cloud Environment.

"Lead Data" means Personal Data relating to leads, prospects, recipients, customers or potential customers imported, transmitted, uploaded, synchronized, collected or otherwise made available by or on behalf of the Client for use in connection with the Services, including for inbound or outbound communication.

"Order Form" means an ordering document entered into between StackBooster and the Client specifying the commercial terms, including pricing, subscription plan, subscription term, scope of the Services, usage allowances, integrations, add-ons and any specific terms applicable to the engagement. An Order Form includes any online order, subscription plan or checkout page accepted by the Client through the Platform or the StackBooster website, and any statement of work for Professional Services.

"Outputs" means the content, text, images, video, audio, code, websites, applications, designs, documents, reports and other materials generated by the Services for the Client, including through Agent Actions.

"Platform" means the StackBooster software-as-a-service platform, including StackBooster Core (cloud infrastructure management), StackBooster Pro (agentic infrastructure and AI Agents), StackBooster Game Studio and the StackBooster web application available at https://app.stackbooster.pro (the "App"), together with related APIs, command-line tools and integrations.

"Privacy Policy" means the StackBooster Platform Privacy Policy available at https://stackbooster.io/legal/privacy.

"Professional Services" means onboarding, implementation, custom development, game design and development, migration, consulting and other services provided by StackBooster personnel under an Order Form or statement of work, as distinguished from access to the Platform.

"Regional Terms" means the jurisdiction-specific terms set out in Schedule 1 (Regional Terms) to this Agreement, which apply to the Client based on the country of the Client's registered office as declared in the Order Form.

"Services" means the Platform together with the related AI Agents, hosting, deployment, support, integration, maintenance and Professional Services provided by StackBooster under this Agreement and the applicable Order Form.

"Settlement Currency" has the meaning given in Section 8.1.

"StackBooster Materials" has the meaning given in Section 11.4.

"Subprocessor List" means the list of approved subprocessors maintained at https://stackbooster.io/legal/subprocessors.

"Terms of Use" means the StackBooster Terms of Use governing the use of the Platform by individual users, available at https://stackbooster.io/legal/terms-of-use.

"EU GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).

"UK GDPR" means the EU GDPR as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended, together with the UK Data Protection Act 2018.

"US State Privacy Laws" means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and any other comprehensive consumer privacy law of a state of the United States of America, in each case to the extent applicable.

"Campaign" means organized outbound communication or publishing initiated by or on behalf of the Client through the Services, directed at a defined recipient group or audience, including outbound message sequences, social media publishing schedules and advertising campaigns executed in any channel supported within the Services.

"Third-Party Platforms" means external platforms, APIs, communication channels, systems and services used in connection with the Services, including without limitation social media platforms (such as Meta, Instagram, Facebook, LinkedIn, X, TikTok, YouTube, Reddit, Threads and Pinterest), advertising platforms, email providers, messaging providers, CRM providers, cloud providers, code hosting providers, domain registrars, payment providers, AI model providers and other external systems connected to the Services.

"Platform Enforcement Actions" means actions taken by any Third-Party Platform in connection with an actual or suspected violation of its terms, technical rules, limits, anti-spam policies, advertising policies, acceptable use policies or compliance requirements, including blocking, restriction, suspension, content removal, ad rejection, rate limiting, account limitation, domain reputation downgrade or similar action.

"Force Majeure" means an external, extraordinary event that could not have been foreseen with due care and could not have been avoided or overcome by commercially reasonable means, which prevents or materially impedes a Party's performance of its obligations, including without limitation natural disasters, war, riots, acts of terrorism, acts of public authorities, epidemics or pandemics, strikes, failures of power, cloud or telecommunications infrastructure beyond the Party's control, and cyberattacks exceeding reasonable, industry-standard defensive measures.

2Services and Access Right

2.1Provision of the Services

StackBooster provides the Services to the Client in accordance with this Agreement and the applicable Order Form. The Services are delivered on a software-as-a-service (SaaS) basis and are hosted on cloud infrastructure provided by the third-party hosting providers identified in the Subprocessor List, except to the extent the Client elects to run components of the Services or Hosted Applications in a Client Cloud Environment. StackBooster represents that it owns the Platform and the underlying StackBooster technology (subject to third-party and open-source components used under their respective licenses) and that it holds all rights necessary to provide the Services and to grant the Client the right to access and use the Services in accordance with this Agreement.

2.2Right to Access and Use the Services

Subject to the Client's compliance with this Agreement, StackBooster grants the Client, for the term of the applicable Order Form, a limited, non-exclusive, non-transferable and non-sublicensable right to access the Services and use their functionality, revocable only in the circumstances provided for in this Agreement, solely for the Client's internal business purposes and within the scope of the applicable Order Form.

The right to access and use the Services does not include any transfer of rights or any separate license to the source code, models, algorithms, AI Agent designs, prompts, skills, workflows, know-how, technical documentation, underlying StackBooster technology or other StackBooster intellectual property rights, beyond the scope technically necessary to use the functionality of the Services during the subscription term. The Client's rights in Outputs are set out in Section 11.3.

2.3Authorized Users

The Client may authorize its employees, contractors and other personnel ("Authorized Users") to use the Platform on the Client's behalf, subject to the Terms of Use. The Client is responsible for the acts and omissions of its Authorized Users and for ensuring that all Authorized Users comply with this Agreement and the Terms of Use.

2.4Beta and Experimental Features

StackBooster may make available to the Client features designated as "beta", "experimental", "preview", "early access" or carrying similar designations ("Beta Features"). Beta Features are provided on an "as-is" basis, without any warranties, service level commitments or indemnities, and StackBooster may modify, suspend or discontinue any Beta Feature at any time. The Client's use of Beta Features is solely at its own risk.

2.5Scope of Services and Functional Limitations

The Services are provided within the functional scope, operational limitations, usage limits, AI usage allowances, integrations, channels, onboarding scope and exclusions set out in the applicable Order Form and in any Functional Scope Annex attached to or referenced in such Order Form.

The Order Form specifies the subscription plan, quantities, limits, fees, subscription term, selected products, channels and any agreed add-ons. Unless expressly provided otherwise in the Order Form, any functionality, integrations, custom development work, enterprise service level commitments, High-Risk AI Use Cases, sensitive data processing, Professional Services, custom API integrations, large-scale scraping, voice cloning, dedicated or single-tenant infrastructure and non-standard deployments not expressly included in the Order Form are excluded from the Services and may require a separate written scope, pricing and schedule.

2.6Professional Services

Where the Order Form or a statement of work provides for Professional Services, StackBooster will perform them with reasonable skill and care in accordance with the agreed scope, deliverables, milestones and acceptance criteria. Unless otherwise agreed, deliverables are deemed accepted if the Client does not notify StackBooster in writing (email being sufficient) of a material non-conformity with the agreed acceptance criteria within ten (10) business days of delivery. Changes to the agreed scope require a written change request agreed by both Parties and may affect fees and timelines.

3Onboarding

Activation of the Services and onboarding commence upon StackBooster's receipt of any applicable Setup Fee (as defined in the Order Form) or first subscription payment, and upon the Client's provision of all access credentials, integration permissions and information reasonably required to configure the Services. The Client is responsible for configuring its environment to enable proper onboarding, including providing access, credentials, API permissions and Client Cloud Environment access to the extent required.

3.1Client-Side Delays and Integration Readiness

StackBooster is not responsible for onboarding delays, launch delays, reduced functionality or the inability to activate any integration resulting from the Client's failure to timely provide access, credentials, permissions, API scopes, administrative approvals, platform verifications, billing status, technical configuration, content, brand materials, Lead Data, compliance consents or other information reasonably required to provide the Services.

Unless otherwise agreed in the Order Form, delays attributable to the Client do not postpone the subscription start date, the fee accrual start date, payment obligations, the renewal date or the minimum term.

3.2External Systems

The Client remains responsible for the configuration, management, maintenance, billing status, compliance status and availability of its own external systems, including Client Cloud Environments, CRM systems, advertising accounts, social media accounts and pages, email domains, mailboxes, calendars, domain registrars, code repositories, Google Workspace, Microsoft 365 and any third-party systems connected to the Services.

StackBooster may assist in connecting the integrations covered by the Order Form, but unless expressly agreed in a separate written Professional Services scope, StackBooster does not perform full configuration or management of the Client's external systems.

3.3StackBooster's Responsibilities

StackBooster is responsible for: (a) making the Platform available and providing the Services in accordance with this Agreement, the applicable Order Form and the Functional Scope Annex; (b) configuring, deploying and maintaining the AI Agents within the scope agreed in the Order Form and the Functional Scope Annex; (c) implementing the integrations expressly covered by the Order Form, to the extent such implementation depends on StackBooster and does not require actions, approvals, access, configuration or decisions on the part of the Client or external providers; (d) making Approval Controls available as described in the documentation; (e) maintaining the commercially reasonable technical and organizational security measures described in the DPA and the Security Annex; (f) processing personal data entrusted by the Client in accordance with the DPA; and (g) providing support and maintenance of the Services in accordance with this Agreement and the applicable Order Form.

The Client is responsible for its data, content, instructions, business purposes, legal bases, consents, contact lists, external accounts, Client Cloud Environments, business decisions, Campaign approvals, configuration of Approval Controls, oversight of the use of the Services and the Client's external systems, except to the extent the relevant damage was caused by StackBooster's breach of this Agreement.

4AI Disclaimers and Acceptable Use

4.1AI Output Disclaimer

THE CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES USE ARTIFICIAL INTELLIGENCE AND THAT THE OUTPUTS OF THE AI AGENTS ARE GENERATED IN A NON-DETERMINISTIC MANNER. AI OUTPUTS, INCLUDING GENERATED CODE, INFRASTRUCTURE CONFIGURATIONS, CONTENT AND RECOMMENDATIONS, MAY NOT BE ACCURATE, COMPLETE, SECURE OR CURRENT AND ARE NOT LEGALLY BINDING. STACKBOOSTER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, COMPLETENESS, SECURITY OR LEGAL SUFFICIENCY OF ANY AI-GENERATED CONTENT. THE CLIENT IS SOLELY RESPONSIBLE FOR VERIFYING ANY AI-GENERATED CONTENT BEFORE RELYING ON IT IN ANY BUSINESS, OPERATIONAL, LEGAL, FINANCIAL OR OTHER DECISION.

4.2AI Agent Actions and Client Oversight

The Parties acknowledge that the behavior of the AI Agents depends on the technical configuration prepared by StackBooster, the data, content, instructions, goals, business rules, permissions and use cases provided or approved by the Client, the Approval Controls configured by the Client, and the technical limitations of the underlying AI models and Third-Party Platforms.

StackBooster is responsible for configuring the AI Agents in accordance with the agreed deployment scope. The Client is responsible for the accuracy, completeness, currency and lawfulness of the content, instructions, knowledge bases, business rules, Campaign objectives and use cases provided or approved by the Client, for the configuration of Approval Controls, permissions and connected accounts, and for oversight of the use of the AI Agents in its business.

Agent Actions that (a) are approved by an Authorized User, (b) fall within the autonomy, spending, sending or publishing limits configured by or for the Client in the Approval Controls, or (c) are requested by an Authorized User constitute the Client's documented instructions. Agent Actions are logged within the Platform, and the Client acknowledges that such logs may be used to demonstrate the allocation of responsibility under this Agreement. The Client may pause or stop AI Agents at any time using the Approval Controls; StackBooster is not responsible for Agent Actions completed before a pause or stop instruction takes effect or for actions already submitted to a Third-Party Platform.

The Client is also responsible for the content, accuracy, currency, lawfulness and rights to use and distribute all materials it provides for use by the AI Agents. StackBooster does not verify the substantive or legal correctness of such materials.

4.3AI Transparency Notices

Where an AI Agent interacts directly with End Users in a conversational channel, the Services provide a disclosure that the End User is interacting with an artificial intelligence system to the extent required by the transparency obligations under Article 50 of the EU AI Act (where applicable), other applicable law and the rules of Third-Party Platforms. The Client may not disable or weaken such disclosure to the extent it is required by applicable law, Third-Party Platform rules or the contractual documents. The Client is responsible for its own context of use, its own obligations as a deployer within the meaning of the EU AI Act (where applicable) or equivalent applicable AI laws, any labeling of AI-generated content published under its name where required by law or platform rules, and its own information notices to End Users.

4.4Variability of the Services

The Client acknowledges that the behavior, performance and outputs of the Services may vary depending on the underlying AI models, the configuration of the AI Agents and the selected integrations, and that StackBooster may from time to time replace, update or modify the underlying models and components without prior notice, provided that such changes do not materially degrade the overall functionality of the Services.

4.5No Guarantee of Business Outcome

THE CLIENT ACKNOWLEDGES THAT THE SERVICES ARE AI-ASSISTED AUTOMATION, DEVELOPMENT, INFRASTRUCTURE MANAGEMENT, MARKETING, COMMUNICATION AND WORKFLOW TOOLS. STACKBOOSTER DOES NOT GUARANTEE ANY SPECIFIC COMMERCIAL, SALES, MARKETING, OPERATIONAL, FINANCIAL, TECHNICAL OR CONVERSION RESULT, INCLUDING ANY NUMBER OF LEADS, MEETINGS, RESPONSES, IMPRESSIONS, FOLLOWERS, SALES OPPORTUNITIES, CLOSED TRANSACTIONS, REVENUE, ADVERTISING RETURN, CLOUD COST SAVINGS, PERFORMANCE IMPROVEMENT, EFFICIENCY GAIN OR RETURN ON INVESTMENT.

Any examples, projections, benchmarks, demonstrations, case studies, simulations, estimates or anticipated results presented by StackBooster are illustrative only and do not constitute a guarantee, assurance, representation or binding commitment.

4.6Acceptable Use

The Client shall use the Services solely for lawful business purposes and in accordance with this Agreement and the Terms of Use. The Client shall not, and shall not permit any Authorized User or End User to:

1. use the Services to conduct, promote or facilitate any illegal, harmful, abusive, deceptive or fraudulent activity;
2. generate or distribute spam, phishing, malware or any code intended to disrupt, damage or gain unauthorized access to systems or data;
3. impersonate any person or entity, or create deceptive content, fake reviews, fake accounts or coordinated inauthentic behavior;
4. disseminate hate speech, harassment or threats;
5. infringe intellectual property rights or third-party rights;
6. circumvent security measures, usage limits, Approval Controls or access restrictions;
7. circumvent content filters, moderation mechanisms or prompt-injection safeguards;
8. use the Services or any Hosted Application for cryptocurrency mining, denial-of-service attacks, open proxies, unauthorized vulnerability scanning or penetration testing of systems the Client does not own or is not authorized to test;
9. submit or process special categories of personal data within the meaning of Article 9 EU GDPR or equivalent provisions of applicable data protection laws without StackBooster's prior written consent and the required additional terms;
10. use the Services in any High-Risk AI Use Case other than in accordance with Section 5; or
11. reverse engineer, decompile or attempt to derive the source code or underlying assumptions of the Platform, except to the extent permitted by mandatory applicable law.

4.7Regulated Activities

Where the Client uses the Services in connection with a regulated activity, including gambling and gaming, financial services, health, alcohol, tobacco, cannabis, firearms, dating or any activity requiring a license, registration or age verification, the Client represents and warrants that it holds and will maintain all licenses, registrations and approvals required in every jurisdiction in which the relevant activity, content, advertising or Hosted Application is made available, and that it will configure the Services, Hosted Applications and Campaigns in compliance with all applicable advertising, age-gating, geo-restriction and consumer protection requirements and Third-Party Platform rules. StackBooster does not verify the Client's licensing status and does not provide regulatory advice.

4.8General Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STACKBOOSTER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. STACKBOOSTER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT GENERATED CODE WILL BE FREE OF VULNERABILITIES, OR THAT ANY DATA WILL NOT BE LOST.

5High-Risk AI Use Cases

5.1Default Classification

The Services are designed and provided as a limited-risk AI system within the meaning of the EU AI Act. In their default configuration, the Services are subject only to the transparency obligations applicable to limited-risk AI systems, as further described in the DPA.

5.2High-Risk Restriction

The Client shall not use the Services, in whole or in part, for any High-Risk AI Use Case, including any use case classified as a high-risk AI system under Annex III to the EU AI Act, including without limitation:

1. recruitment, candidate screening, employee evaluation, employment-related decisions or human resources management;
2. creditworthiness assessment or credit scoring of natural persons;
3. risk assessment, eligibility determination or pricing in life and health insurance;
4. eligibility for, or access to, essential public services or social benefits;
5. educational assessment, admission, scoring or evaluation of students;
6. law enforcement, migration, asylum or border control;
7. administration of justice or democratic processes; or
8. biometric identification or biometric categorization of natural persons,

in each case except where the Parties have entered into an Enterprise High-Risk AI Addendum to this Agreement setting out the additional compliance obligations applicable to such use case.

5.3Notification Obligation

The Client shall promptly notify StackBooster in writing (email being sufficient) if the intended or actual use of the Services falls or may fall within a High-Risk AI Use Case category, before commencing such use.

5.4Remedies

Use of the Services in violation of this Section 5 constitutes a material breach of this Agreement and entitles StackBooster to suspend or terminate the Services with immediate effect, without prejudice to any other rights or remedies available to StackBooster under this Agreement or applicable law.

5.5AI Regulatory Scope

The restrictions in this Section 5 apply to the extent the Client's use of the Services is subject to the EU AI Act or any equivalent mandatory AI law applicable in the Client's jurisdiction. With respect to Clients established outside the European Union, references to the EU AI Act apply only to the extent the relevant use, deployment, output, placing on the market or legal obligation falls within the territorial or extraterritorial scope of the EU AI Act. Nothing in this Section 5 limits obligations that may arise under the laws of the United States, the United Kingdom or other applicable AI, data protection, consumer protection, sectoral or safety laws or platform rules. The Client acknowledges that the contractual restrictions on High-Risk AI Use Cases set out in Section 5.2 apply as a contractual safety standard to all Clients under this Agreement, regardless of whether the EU AI Act applies as a direct regulatory regime to the Client's specific use case.

6Client Obligations

The Client shall:

1. use the Services in accordance with this Agreement, the Terms of Use, the applicable Order Form and applicable law;
2. ensure the accuracy, completeness and lawfulness of the Client Data submitted to the Services;
3. maintain the confidentiality of its access credentials, API keys and connected-account tokens, and promptly notify StackBooster of any unauthorized access or suspected security incident;
4. provide and maintain current contact and billing information;
5. obtain and maintain all consents, information notices and legal bases required under applicable data protection laws with respect to the Client Data, Hosted Applications and End User interactions, in accordance with the DPA;
6. obtain and maintain all consents, information notices, legal bases, opt-ins, opt-out records, suppression lists and permissions required under applicable marketing, communications, email, SMS, telemarketing, social media, advertising and messaging laws and platform rules, including - to the extent applicable to the Client - the EU GDPR, the UK GDPR, the EU ePrivacy Directive and the national laws implementing it, the UK Privacy and Electronic Communications Regulations (PECR), the US CAN-SPAM Act, the US Telephone Consumer Protection Act (TCPA), the Canadian Anti-Spam Legislation (CASL), and any equivalent communications, anti-spam or telemarketing laws in force in the Client's jurisdiction and in the recipients' jurisdictions;
7. ensure that its use of the Services complies with the rules, policies, technical requirements, rate limits and terms of Third-Party Platforms;
8. configure and maintain Approval Controls appropriate to its risk tolerance, budget and regulatory obligations;
9. ensure that all Authorized Users comply with the Terms of Use;
10. be responsible for all activity conducted through its account, AI Agents, integrations, connected accounts, channels and Authorized Users; and
11. cooperate with StackBooster in good faith with respect to onboarding, support and the operation of the Services.

6ALead Data, Outbound Communications and Marketing Consents

6A.1Client Responsibility

The Client is solely responsible for the lawful acquisition, sourcing, import, upload, storage, use and activation of any leads, contact lists, recipient data, customer data, prospect data, phone numbers, email addresses, social media identifiers or other recipient information used in connection with the Services, including any outbound communication or publishing initiated, automated, assisted or supported through the AI Agents.

6A.2Required Legal Basis and Consents

The Client shall ensure that it has obtained and will maintain all legal bases, information notices, consents, opt-in and opt-out records and suppression lists required under applicable law and under the rules of Third-Party Platforms for Campaigns and other outbound communication carried out using the Services.

6A.3No Verification by StackBooster

StackBooster does not verify the legality, source, consent status, marketing consent status, opt-out status, suppression status, accuracy or quality of leads, contact lists or recipient data provided by the Client or collected through the Services on the Client's behalf, unless expressly agreed otherwise in a separate written compliance service.

6A.4Campaign Responsibility

The Client is solely responsible for the content, claims, timing, targeting, configuration, prompts, instructions, Campaign logic, business purpose, legal basis and strategy of outbound communication, published content and advertising initiated through or assisted by the Services, including content generated by AI Agents and published or sent within the Client's Approval Controls.

6A.5Prohibited Outbound Activities

The Client shall not use the Services to send spam, unsolicited communications, unlawful direct marketing, communications to persons who have withdrawn consent or opted out, communications lacking a required legal basis, misleading advertising, or communications violating applicable law or the terms, policies or technical rules of Third-Party Platforms.

6A.6Regulatory Indemnity for Outbound Instructions

The Client shall indemnify StackBooster in accordance with Section 13.1 for any regulatory fines, penalties, carrier penalties, platform penalties and related third-party claims arising out of outbound communications, publishing or advertising initiated on the Client's instructions or through the Client's use of the Services, including breaches of advertising, anti-spam or do-not-contact regulations in the Client's or the recipients' jurisdictions.

6A.7Remedies

Any breach of this Section 6A constitutes a material breach of this Agreement and may result in immediate suspension or termination of the affected Services, AI Agent, Campaign, integration, channel or account, without prejudice to any other rights or remedies available to StackBooster.

6BThird-Party Platforms, Advertising Accounts and Channels

6B.1Third-Party Dependencies

The Client acknowledges that certain functionality of the Services depends on Third-Party Platforms, including social media platforms, advertising platforms, email providers, CRM systems, cloud providers, code hosting providers, AI model providers, payment providers, workflow automation providers and other external services.

6B.2No Liability for Third-Party Limitations

StackBooster is not liable for any unavailability, delay, restriction, policy change, account limitation, API change, rate limit, content rejection, ad rejection, deliverability issue, spam classification, domain reputation issue, suspension, degradation, outage or Platform Enforcement Action caused by or attributable to Third-Party Platforms or to the Client's configuration, account status, credentials, permissions, billing status, compliance status, content, reputation or use of such Third-Party Platforms.

6B.3Advertising Spend

Advertising budgets and spend on Third-Party Platforms are contracted, charged and payable directly between the Client and the relevant Third-Party Platform, unless the Order Form expressly provides otherwise. The Client is solely responsible for all advertising spend incurred through its advertising accounts, including spend resulting from Agent Actions executed within the budgets, caps and Approval Controls configured by or for the Client. StackBooster does not guarantee advertising performance, delivery, cost per result or return on advertising spend.

6B.4Integration Modifications

StackBooster may suspend, modify, replace or discontinue any integration, channel or third-party dependency where reasonably necessary due to applicable law, platform policies, vendor requirements, security requirements, technical constraints or risk management requirements.

6B.5Platform Rules

The Client acknowledges that AI Agents must comply with the rules of Third-Party Platforms, including posting limits, messaging windows, rate limits, advertising policies, outbound communication restrictions, acceptable use policies, anti-spam rules and technical requirements. StackBooster is not obligated to circumvent, bypass or act contrary to such rules.

6CClient Cloud Environments, Generated Code and Hosted Applications

6C.1Access to Client Cloud Environments

Where the Client connects a Client Cloud Environment to the Services, the Client authorizes StackBooster and the AI Agents to access, read, create, modify, scale and delete resources in that environment within the permissions granted by the Client. The Client is responsible for granting permissions on a least-privilege basis appropriate to the intended use, for maintaining backups of its Client Cloud Environments and data, and for revoking access it no longer wishes to grant.

6C.2Cloud Costs

All charges of cloud providers and other third-party providers for resources in a Client Cloud Environment, including resources provisioned, scaled or retained by Agent Actions, are borne by the Client, unless the Order Form expressly provides otherwise. Cost optimization, rightsizing, autoscaling and similar recommendations or automated changes are provided without any guarantee of savings, and the Client remains responsible for setting budgets, quotas and alerts with its cloud provider.

6C.3Generated Code

Code, infrastructure-as-code, configurations and other technical Outputs generated by the Services may contain errors, vulnerabilities or incompatibilities, and may incorporate or depend on open-source components subject to their own licenses. The Client is responsible for reviewing, testing and approving generated code and configurations before deploying them to production, and for its compliance with the licenses of any open-source components included in its Hosted Applications.

6C.4Hosted Applications

The Client is the operator of its Hosted Applications and is responsible for their content, functionality, terms of use, privacy notices, cookie consent mechanisms, accessibility, lawful operation and compliance with laws applicable to their End Users. With respect to Personal Data of End Users processed through Hosted Applications operated on StackBooster infrastructure, StackBooster acts as a processor on the Client's behalf in accordance with the DPA. Where a Hosted Application is published to a public domain, the Client is responsible for the domain registration and for any public availability of the Hosted Application.

6C.5Hosting Resources

Hosted Applications operated on StackBooster infrastructure are subject to the resource, storage, bandwidth and usage limits of the Client's subscription plan. StackBooster may throttle, suspend or stop a Hosted Application that exceeds such limits, threatens the security or stability of the Platform or other clients, or is used in breach of Section 4.6.

7Service Availability

StackBooster will use commercially reasonable efforts to maintain a monthly availability of the Platform of 99.5%, excluding scheduled maintenance windows and Force Majeure events. The availability target in this Section is provided on a best-efforts basis and is not subject to service credits or other compensatory remedies under this Agreement. Specific service level commitments and associated remedies, if any, may be separately agreed in the Order Form or in a supplemental enterprise SLA.

Availability commitments do not apply to Third-Party Platforms, AI model providers, cloud providers of Client Cloud Environments, email providers, CRM systems, Client systems, Client accounts, Client configuration, Beta Features, integrations outside StackBooster's reasonable control, Hosted Applications to the extent their unavailability results from their own code or configuration, or any unavailability caused by the Client's breach of this Agreement or failure to maintain required access, permissions or platform compliance.

8Fees and Payments

8.1Fees; Currency; Taxes

The Client shall pay the fees specified in the applicable Order Form, including subscription fees, Setup Fees, usage-based fees (such as AI usage, compute, storage, hosting or other metered consumption above the included allowances) and fees for Professional Services. Unless otherwise indicated in the Order Form, invoices under this Agreement are issued by StackBooster Corporation. All fees are net amounts and are exclusive of VAT, GST, sales and use tax and other indirect taxes, duties and levies. The treatment of indirect taxes depends on the Client's jurisdiction and is set out in the Regional Terms (Schedule 1). The Client represents that it acquires the Services as a business and is responsible for providing correct registration data, a valid VAT/tax identification number where applicable and any other information required for correct invoicing.

The settlement currency for fees is the currency specified in the applicable Order Form; in the absence of a designation, the settlement currency is USD (the "Settlement Currency"). All payments shall be made exclusively in the Settlement Currency. The Client shall not withhold or set off any amounts due under this Agreement except with StackBooster's prior written consent.

8.2Setup Fee

Where the Order Form provides for a setup, onboarding or activation fee (the "Setup Fee"), such Setup Fee is a one-time, non-refundable fee payable upon signature or acceptance of the Order Form. Activation of the Services will not commence until the Setup Fee has been received by StackBooster.

8.3Payment Terms; Late Payment

Invoices are payable on the date specified in the applicable Order Form. Where no payment date is specified, payment is due within fourteen (14) days of the invoice date. Where the Client subscribes through an online checkout, the Client authorizes StackBooster and its payment service provider to charge the payment method on file for recurring subscription fees and usage-based fees as they become due. Unless the Order Form provides otherwise, payment shall be made by wire transfer to the bank account of StackBooster indicated on the invoice or by card or other online payment method offered by StackBooster's payment service provider. Any amount not paid when due shall bear late payment interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, accruing from the due date until paid in full.

8.4Discounts and Incentives

The conditions for granting and activating discounts, credits or other incentives are set out in the applicable Order Form. In the event of any inconsistency between this Section and the Order Form, the Order Form prevails.

8.5Suspension for Non-Payment; Reactivation Fee

StackBooster reserves the right to suspend the Client's access to the Services, including AI Agents and Hosted Applications operated on StackBooster infrastructure, if any payment is not received within five (5) business days of a written reminder (by email) sent to the Client's billing contact. Suspension does not relieve the Client of its payment obligations. Subscription fees continue to accrue without change during the suspension period, and the suspension period does not extend the current subscription term. StackBooster may condition restoration of access to the Services on the prior settlement of all amounts due together with interest and on payment of a reactivation fee equal to 20% of the overdue net amount, but no less than USD 250 net (or its equivalent in the Settlement Currency) and no more than the equivalent of one monthly subscription fee net, unless the Order Form provides otherwise. THE PARTIES AGREE THAT THE REACTIVATION FEE IS A GENUINE PRE-ESTIMATE OF THE ADMINISTRATIVE, OPERATIONAL AND RE-PROVISIONING COSTS AND LOSSES ARISING FROM SUSPENSION AND REACTIVATION, WHICH ARE DIFFICULT TO QUANTIFY PRECISELY, AND CONSTITUTES LIQUIDATED DAMAGES AND NOT A PENALTY.

8.6Automatic Renewal and Renewal Pricing

Subscription terms renew automatically for successive periods equal in length to the initial subscription term, unless either Party gives notice of non-renewal by email (or, for subscriptions purchased online, by cancelling in the App) at least thirty (30) days before the end of the then-current term - or, for monthly subscriptions, before the end of the then-current monthly billing period - or unless the Order Form expressly provides otherwise. StackBooster may update the fees applicable to a renewal term upon prior written notice by email sent to the Client's administrative contact at least thirty (30) days in advance.

8.7No Set-Off

The Client shall not withhold or set off any payments due under this Agreement on account of claims, support inquiries or pending clarifications. All payments are unconditional and shall be made in accordance with the Order Form.

8.8Tax Character of the Fees

The Parties acknowledge that the fees payable under this Agreement and the applicable Order Form constitute consideration for access to cloud software on a software-as-a-service basis, hosting, deployment, integration, onboarding, support, maintenance, automation, Professional Services and related services.

The limited right to access and use the Services referred to in Section 2.2 is ancillary to the provision of the Services on a SaaS basis, is covered by the consideration referred to in this Section, and does not constitute a separately remunerated license to StackBooster's intellectual property, a transfer of rights, a sale of software copies, delivery of source code, a transfer of know-how or a right to independent commercial exploitation of StackBooster technology.

The Parties mutually declare that the consideration payable under this Agreement and the applicable Order Form constitutes in its entirety consideration for the provision of software on a SaaS basis and related services and does not include royalties within the meaning of the applicable double taxation treaty between the United States of America and the Client's country of tax residence, nor royalties or similar license fees within the meaning of the withholding tax provisions of the Client's country of tax residence.

8.9Tax Documentation

Upon reasonable request, StackBooster may provide commercially reasonable tax documentation customarily required for B2B SaaS transactions, to the extent applicable and available, including IRS Form W-9 for US Clients and, in accordance with Section 23.4, a certificate of US tax residence (IRS Form 6166).

9Data Protection and Privacy

StackBooster processes Client Data and personal data in accordance with the DPA, the Privacy Policy and applicable data protection laws, including, where applicable, the EU GDPR, the UK GDPR and US State Privacy Laws. The DPA, the Privacy Policy and the Subprocessor List are incorporated into this Agreement by reference and form an integral part of it.

With respect to the Processing of the Client's Personal Data within the Services, the Client acts as Controller (or, under US State Privacy Laws, as "business") and StackBooster acts as Processor (or "service provider"), established in a third country within the meaning of the EU GDPR.

The primary processing location for Client Data is set out in Section 9 of the DPA. Cross-border transfers of personal data to StackBooster as a processor in a third country, including access from the United States and from the countries where StackBooster personnel are located, are governed by the DPA and the European Commission's Standard Contractual Clauses (EU SCCs, Module 2: controller-to-processor; Module 3 where the Client acts as processor), and, with respect to data subject to the UK GDPR, additionally by the UK Addendum to the EU SCCs, in accordance with the DPA.

10AI Model Training

StackBooster does not use Client Data, Outputs or the Client's Personal Data to train, fine-tune or otherwise improve AI models, whether its own or those of third parties, unless the Client expressly opts in through the Order Form or another written instruction. The detailed terms are set out in Section 14 of the DPA.

StackBooster uses third-party AI models through commercial API or enterprise cloud services on contractual terms under which the relevant provider does not use customer data submitted through those services to train its models.

Client-specific memory, knowledge bases and context maintained by the Platform for the Client's AI Agents are used solely to provide the Services to that Client and are not shared with or used for other clients.

StackBooster may use aggregated or de-identified usage data and performance metrics that do not identify the Client, its Authorized Users or any natural person to operate, secure, maintain and improve the Services.

11Intellectual Property and Feedback

11.1StackBooster IP

StackBooster retains all right, title and interest in and to the Platform, the Services, the StackBooster Materials, all underlying software, models, algorithms, technology, documentation, trademarks and know-how, and all intellectual property rights therein, including any modifications, improvements and derivative works. Except for the limited right to access and use the Services provided in Section 2.2 and the rights in Outputs provided in Section 11.3, no rights are transferred to the Client under this Agreement.

11.2Client Data

As between the Parties, the Client retains all right, title and interest in and to the Client Data. The Client grants StackBooster a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, process and display the Client Data solely to the extent necessary to provide and operate the Services in accordance with this Agreement and the DPA.

11.3Outputs

Subject to StackBooster's rights in the StackBooster Materials, the rights of third parties in open-source and third-party components, and the Client's payment of all applicable fees, the Client owns the Outputs, including the websites, applications, code, content and other materials generated for the Client through the Services, and StackBooster hereby assigns to the Client any right, title and interest it may have in such Outputs. To the extent any StackBooster Materials are incorporated into an Output, StackBooster grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, copy and modify such StackBooster Materials solely as part of that Output. The Client acknowledges that similar or identical outputs may be generated for other clients and that the Client's rights do not extend to such outputs. The Client is solely responsible for verifying, reviewing and using Outputs in accordance with Section 4.1.

11.4StackBooster Materials

AI Agent designs, roles and personas, system prompts, skills, instructions, workflows, playbooks, orchestration logic, memory and knowledge base architecture, templates, design systems, frameworks, integration configurations and similar elements constituting StackBooster's methodology, know-how and AI engineering ("StackBooster Materials") are StackBooster's intellectual property, even where customized for or at the direction of the Client and even where Authorized Users contribute to such elements, unless expressly agreed otherwise in the Order Form. The Client's business information contained in or used by StackBooster Materials remains Client Data.

11.5Feedback License

If the Client or any of its Authorized Users provides StackBooster with comments, suggestions, ideas or recommendations regarding the Services ("Feedback"), the Client hereby grants StackBooster a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to use, reproduce, modify, distribute and exploit such Feedback for any purpose, including to improve and commercialize the Services, without any obligation or compensation to the Client. Feedback is provided voluntarily and without any expectation of confidentiality.

12Confidentiality

12.1Confidentiality Obligation

Each Party shall treat as confidential all non-public information disclosed by the other Party in connection with this Agreement ("Confidential Information"). The receiving Party shall: (a) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect the Confidential Information with at least the same degree of care it uses for its own confidential information of a similar nature, but in no event less than reasonable care; and (c) not disclose the Confidential Information to any third party, except to its personnel, advisors and subcontractors bound by confidentiality obligations, on a need-to-know basis.

12.2Duration

The confidentiality obligations in this Section 12 survive termination or expiration of this Agreement for a period of three (3) years, and with respect to trade secrets, credentials and source code, for as long as such information remains confidential.

12.3Exceptions

The confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was independently developed by the receiving Party without use of the Confidential Information; (c) was lawfully disclosed to the receiving Party by a third party not bound by a confidentiality obligation; or (d) must be disclosed by law or by order of a competent authority, provided that the receiving Party promptly notifies, to the extent legally permitted, the disclosing Party to enable it to seek protection.

13Indemnification

13.1Indemnification by the Client

The Client shall indemnify, defend and hold harmless StackBooster, its affiliates and their respective directors, officers, employees and contractors from and against any and all third-party claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of:

1. the Client's misuse of the Services;
2. the Client's violation of applicable law;
3. the Client's breach of Section 4 (AI Disclaimers and Acceptable Use), Section 5 (High-Risk AI Use Cases) or Section 6A (Lead Data, Outbound Communications and Marketing Consents), including any regulatory fines, platform penalties or other penalties arising from the Client's outbound instructions as described in Section 6A.6;
4. any infringement or violation caused by Client Data, Lead Data, knowledge base content, integration content, Campaign content or other content provided by the Client that infringes third-party rights or violates applicable law;
5. any third-party claim arising from Outputs or Agent Actions to the extent such claim relates to Client Data, the Client's instructions, prompts, Approval Controls configuration, Campaign logic, outbound communications, published content or the Client's use of Outputs;
6. the Client's Hosted Applications, including claims by End Users of Hosted Applications;
7. the Client's failure to obtain or maintain required consents, legal bases, licenses, information notices, opt-ins, opt-out records or permissions; or
8. violations of Third-Party Platform terms, communication channel rules or vendor policies caused by the Client's use of the Services.

13.2Indemnification by StackBooster

Subject to Sections 13.3 and 13.4, StackBooster shall defend the Client against any third-party claim alleging that the Platform, in its unmodified form and used in accordance with this Agreement, infringes that third party's patent, copyright, registered trademark or trade secret (a "Covered Claim"), and shall pay the damages and costs finally awarded against the Client with respect to a Covered Claim, or the amounts agreed by StackBooster in a settlement of a Covered Claim.

StackBooster's indemnification obligations under this Section 13.2 are conditioned on: (i) the Client promptly notifying StackBooster in writing of the Covered Claim; (ii) StackBooster having sole control of the defense and settlement of the Covered Claim; (iii) the Client providing reasonable cooperation in the defense at StackBooster's expense; and (iv) the Client not entering into any settlement of a Covered Claim without StackBooster's prior written consent.

13.3Exclusions from Indemnification

The indemnities in Sections 13.1 and 13.2 do not apply to any claim arising from:

1. modifications of the Services made by or on behalf of the Client without StackBooster's prior written consent;
2. the combination, integration or use of the Services with any software, hardware, data or service not provided or expressly authorized by StackBooster, where the alleged infringement would not have arisen but for such combination, integration or use;
3. use of the Services outside the scope of the access and use right provided in this Agreement, contrary to the documentation, or in breach of this Agreement, the Terms of Use or applicable law;
4. Client Data, knowledge base content, integration content, Lead Data, Campaign content, prompts, instructions or other content provided by or on behalf of the Client;
5. Beta Features or features provided on an "as-is" basis;
6. open-source components used in accordance with the terms of their respective open-source licenses;
7. the Client's failure to implement updates, modifications or replacements of the Services made available by StackBooster that would have eliminated or mitigated the alleged infringement;
8. Outputs, to the extent the alleged infringement results from the content of such Outputs, the Client's prompts, the Client's configuration or the Client Data used to generate them;
9. use of the Services outside the scope of the Functional Scope Annex or the Order Form; or
10. third-party integrations or connections not provided or expressly authorized by StackBooster.

13.4StackBooster Remedies and Procedure

If a Covered Claim is brought or, in StackBooster's reasonable opinion, is likely to be brought, StackBooster may, at its sole discretion and expense:

1. modify the Services to be non-infringing while preserving substantially equivalent functionality;
2. obtain for the Client the right to continue using the Services as contemplated by this Agreement; or
3. if (1) and (2) are not commercially reasonable, terminate the affected portion of this Agreement by written notice to the Client and refund any prepaid and unused fees attributable to the terminated portion of the Services, calculated pro rata from the date of termination.

13.5Exclusive Remedy

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SECTION 13 STATES STACKBOOSTER'S ENTIRE LIABILITY AND THE CLIENT'S EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT ARISING OUT OF OR RELATING TO THE SERVICES.

14Limitation of Liability

14.1Liability Cap

SUBJECT TO SECTION 14.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO STACKBOOSTER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

14.2Exclusion of Indirect Damages

SUBJECT TO SECTION 14.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, ADVERTISING SPEND OR THIRD-PARTY CLOUD CHARGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3Carve-Outs

The limitations and exclusions in Sections 14.1 and 14.2 do not apply to:

1. either Party's payment obligations under this Agreement;
2. the Client's indemnification obligations under Section 13;
3. breach of the confidentiality obligations under Section 12;
4. breach of the Acceptable Use restrictions in Section 4.6 or the High-Risk AI restrictions in Section 5;
5. the Client's breach of Section 6A (Lead Data, Outbound Communications and Marketing Consents);
6. fraud, gross negligence, willful misconduct or intentional breach by the breaching Party;
7. infringement of the other Party's intellectual property rights by the breaching Party; or
8. liability that cannot be limited or excluded under mandatory applicable law.

14.4Insurance Requirements

Upon the Client's reasonable request, the Parties shall negotiate in good faith insurance requirements (including scope of coverage and coverage amount) as a condition of entering into Order Forms with an aggregate net value exceeding USD 70,000. Insurance requirements agreed in this manner do not modify or expand the liability cap set out in Section 14.1, unless the Parties expressly agree otherwise in writing.

15Term and Termination

15.1Term

This Agreement takes effect on the effective date of the first Order Form entered into between the Parties and remains in force for the term specified in such Order Form, including any renewal terms in accordance with Section 8.6, unless earlier terminated in accordance with this Section 15.

15.2Termination for Cause

Either Party may terminate this Agreement (or any affected Order Form) for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice describing the breach. Termination for cause is without prejudice to any other rights or remedies of the terminating Party.

15.3Termination by the Client

The Client is not entitled to terminate this Agreement or an Order Form before the end of the then-current subscription term, except: (a) for cause in accordance with Section 15.2; (b) in the cases expressly provided in this Agreement, including Section 13.4 and Section 22.4; (c) for monthly subscriptions purchased online, by cancelling in the App with effect from the end of the then-current monthly billing period; and (d) where an early termination right has been expressly granted to the Client in the Order Form - solely to the extent and on the conditions stated therein. Termination must be in writing (email being sufficient) or made through the App and does not relieve the Client of its obligation to pay fees due for the period up to the effective date of termination.

15.4Termination by StackBooster for Material Abuse

Without prejudice to Section 15.2, StackBooster may suspend or terminate the Services, any integration, any AI Agent, any Campaign, any Hosted Application, any channel or any Client account with immediate effect upon written notice to the Client in the event of a breach of Section 4.6 (Acceptable Use), Section 4.7 (Regulated Activities), Section 5 (High-Risk AI Use Cases) or Section 6A (Lead Data, Outbound Communications and Marketing Consents), without any obligation to provide a cure period.

16Suspension Rights

StackBooster may suspend the Services, any integration, any AI Agent, any Campaign, any Hosted Application, any channel or any Client account, in whole or in part, immediately upon notice, where StackBooster reasonably determines that:

1. the Client has breached this Agreement, the Terms of Use, the DPA, the Order Form or applicable law;
2. the Services are being used for spam, unlawful marketing, fraud, security abuse, platform abuse, High-Risk AI Use Cases without the required addendum, or other prohibited activity;
3. suspension is necessary to protect StackBooster, the Services, other clients, End Users, Third-Party Platforms or the public interest;
4. a Third-Party Platform, regulator, court or competent authority requires or recommends suspension; or
5. continued provision of the Services may expose StackBooster to legal, regulatory, security or reputational risk or to Platform Enforcement Actions.

Suspension does not relieve the Client of payment obligations accrued before or during the suspension, unless the suspension resulted solely from an uncured material breach by StackBooster. Suspension exercised in accordance with this Section 16 or with the Regional Terms is not a service failure and does not trigger any service credits or compensatory remedies.

17Effects of Termination

17.1Termination of Access

Upon termination or expiration of this Agreement, the Client's access to the Services will be deactivated and all fees owed to StackBooster will become immediately due and payable. If this Agreement or an Order Form is terminated by StackBooster for reasons attributable to the Client, in particular under Section 15.2, the subscription fees for the remainder of the then-current subscription term, at the rates set out in the Order Form, shall also become immediately due and payable. This provision fixes the time at which the Client's existing payment obligations become due; it is an acceleration of amounts owed for the committed subscription term and not a penalty or forfeiture.

17.2Export of Outputs and Hosted Applications

For thirty (30) days following termination or expiration (other than termination by StackBooster under Section 15.4), StackBooster will, upon the Client's written request and provided all fees due have been paid, make available to the Client an export of its Outputs, including the source code of its Hosted Applications operated on StackBooster infrastructure and the data stored in their databases, in a commonly used format. Hosted Applications operated on StackBooster infrastructure may be taken offline at the effective date of termination. Hosted Applications running in a Client Cloud Environment remain under the Client's control; StackBooster's access to that environment ends upon termination, and the Client should revoke any remaining credentials granted to StackBooster.

17.3Return or Deletion of Client Data

The return or deletion of the Client's Personal Data following termination is governed by Section 15 of the DPA.

17.4Survival

The provisions of this Agreement that by their nature are intended to survive termination or expiration remain in force, including: Definitions (Section 1), AI Output Disclaimer (Section 4.1), No Guarantee of Business Outcome (Section 4.5), General Disclaimer of Warranties (Section 4.8), Lead Data, Outbound Communications and Marketing Consents (Section 6A), Advertising Spend and Cloud Costs (Sections 6B.3 and 6C.2), Data Protection and Privacy (Section 9), AI Model Training (Section 10), Intellectual Property and Feedback (Section 11), Confidentiality (Section 12), Indemnification (Section 13), Limitation of Liability (Section 14), Suspension Rights (Section 16), Effects of Termination (Section 17), Notices (Section 21), Tax Character of the Fees (Section 8.8), Export Control and Taxes (Section 23), Governing Law and Dispute Resolution (Section 24), and any other provisions whose survival is necessary for the enforcement of the Parties' rights and obligations.

18Assignment

The Client may not assign or transfer this Agreement or any rights or obligations under it without StackBooster's prior written consent signed by an authorized signatory, by handwritten signature or through an agreed electronic signature platform. StackBooster may assign or transfer this Agreement to an affiliate or to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, upon written notice to the Client. Any unauthorized assignment is null and void.

19Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement, other than payment obligations, caused by circumstances beyond its reasonable control, including without limitation Force Majeure events, natural disasters, war, riots, civil unrest, epidemics or pandemics, cyberattacks exceeding reasonable industry-standard defensive measures, strikes, labor disputes or failures of cloud or telecommunications infrastructure. The time for performance shall be extended by the duration of the impediment caused by the Force Majeure event, including the period necessary to restore proper operation of the Services with due care.

20Anti-Corruption

Each Party represents and warrants that, in connection with this Agreement and its performance, it will comply with all applicable anti-corruption and anti-bribery laws, including without limitation the United States Foreign Corrupt Practices Act of 1977 ("FCPA") and the United Kingdom Bribery Act 2010, as well as any equivalent laws in force in the jurisdictions in which the Parties operate. Neither Party will, directly or indirectly, offer, promise, give or authorize the giving of any bribe, kickback or other improper payment or advantage to any person, including any government official, in connection with this Agreement. Each Party shall promptly notify the other Party in writing of any actual or suspected violation of this Section 20 of which it becomes aware.

21Notices; Electronic Communications

All notices, requests, consents and other communications under this Agreement shall be made in writing, which includes email, and delivered to the contacts designated by the Parties:

1. Notices to StackBooster shall be addressed to contact@stackbooster.io (operational matters), legal@stackbooster.io (legal matters, including notices of breach, termination, indemnification and force majeure), billing@stackbooster.io (billing matters), security@stackbooster.io (security incidents) and privacy@stackbooster.io (data protection matters under the DPA). To the extent mandatory applicable law or this Agreement requires delivery in paper form, correspondence to StackBooster shall be addressed to: StackBooster Corporation, 8 The Green #12146, Dover, DE 19901, United States of America;
2. Notices to the Client shall be addressed to the administrative, legal, billing or privacy contact, as applicable, designated by the Client in the Order Form. In the absence of such designation, notices will be sent to the email address of the Client's account owner or the email address most recently used by the Client in connection with this Agreement.

Notices are deemed delivered on the next business day after the email is sent, provided the sender has not received a delivery failure notification. Either Party may update its designated contacts at any time by notice given in accordance with this Section 21.

22Amendments

22.1Order Form Amendments

Amendments to the commercial terms set out in a signed Order Form, including pricing, scope of Services, subscription term, billing frequency or specific add-ons, require an amendment signed by authorized representatives of both Parties - by handwritten signature or through an agreed electronic signature platform. Changes to subscription plans purchased online may be made by the Client through the App in accordance with the plan terms displayed at the time of the change.

22.2Non-Material Amendments to this Agreement

The version of this Agreement binding on the Parties is the version published at https://stackbooster.io/legal/, or such other publication address as is specified in the Order Form, bearing the version designation indicated in the applicable Order Form or in force at the time of online acceptance, as amended in accordance with this Section 22. StackBooster may make non-material amendments to this Agreement, including editorial, clarifying, technical or other minor changes that do not materially diminish the Client's rights or materially expand the Client's obligations, by publishing an updated version at that address. Non-material amendments take effect upon publication. StackBooster will provide the Client with access to archived versions upon request.

22.3Material Amendments to this Agreement

Material amendments to this Agreement, including changes to fees outside the renewal mechanism in Section 8.6, changes to the scope of the Services to the Client's detriment, changes to the liability or indemnification provisions, or changes to the governing law or dispute resolution provisions, take effect no earlier than thirty (30) days after StackBooster gives written notice to the Client's administrative contact in accordance with Section 21.

22.4Right to Object

The Client may object to any material amendment within thirty (30) days of receiving the notice. If the Client objects, the Parties shall seek a mutually acceptable solution in good faith within thirty (30) days. If no solution is reached, the Client may, as its sole and exclusive remedy, terminate this Agreement on thirty (30) days' notice with a pro rata refund of prepaid and unused fees, and the previous version of this Agreement will continue to apply during the notice period.

22.5Accompanying Documents

Amendments to the accompanying documents, including the DPA, the Privacy Policy, the Subprocessor List and the Terms of Use, are governed by the amendment provisions contained in those documents. Material amendments to the DPA are subject to the procedure set out in Section 20 of the DPA.

22.6Continued Use

The Client's continued use of the Services after the effective date of a non-material amendment constitutes acceptance of such amendment.

23Export Control and Taxes

23.1Export Control and Sanctions

The Client shall not export, re-export, transfer or otherwise make available the Services or any part of them to any country, entity or person prohibited under the export control laws, trade sanctions or embargoes of the United States, the European Union, the United Kingdom or any other applicable jurisdiction, including any sanctions regimes administered by the Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom (including the Office of Financial Sanctions Implementation, HM Treasury), the United Nations or any equivalent authority. The Client represents and warrants that neither the Client nor any of its Authorized Users is a sanctioned person, is located in a sanctioned territory or acts on behalf of any such person or territory.

23.2No Permanent Establishment

The Parties acknowledge that the Services are intended to be provided remotely as cloud software on a software-as-a-service basis. Nothing in this Agreement is intended to create a permanent establishment, branch, agency, dependent agent, taxable presence or similar local presence of StackBooster in the Client's jurisdiction.

23.3No Advisory Services

For the avoidance of doubt, the Services are provided as an automated software platform and related services. StackBooster does not provide legal, tax, financial, investment, medical or other regulated professional advisory services and does not act as the Client's agent, fiduciary, broker, representative or professional advisor.

23.4Withholding Tax

The tax character of the fees, including the Parties' mutual declaration that the consideration does not include royalties, is set out in Section 8.8.

Upon the Client's request, StackBooster will provide the Client with a current certificate of tax residence of the United States of America (IRS Form 6166) - once per tax year. The Parties will cooperate in good faith to apply the benefits of the applicable double taxation treaty between the United States of America and the Client's country of tax residence, including with a view to no withholding tax being levied or a reduced rate being applied.

If, notwithstanding the character of the supply described in Section 8.8, the Client is required under mandatory applicable law to withhold tax from any payment to StackBooster, the amounts due to StackBooster shall be increased so that, after the required withholding is made, StackBooster receives a net amount equal to the amount it would have received had no withholding been required (gross-up).

The Client shall exercise the due diligence required by the laws of its country of establishment when verifying the conditions for non-withholding, exemption or a reduced rate, and shall inform StackBooster in writing before making any withholding of tax at source.

24Governing Law and Dispute Resolution

24.1Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States of America, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2Mandatory Local Law

Notwithstanding Section 24.1, this Agreement is also subject to any mandatory provisions of law applicable to business-to-business contracts in the Client's jurisdiction, including without limitation data protection laws, such as the EU GDPR, the UK GDPR and US State Privacy Laws, AI laws, electronic communications laws, marketing and anti-spam laws and other mandatory provisions, in each case to the extent required by such law, together with the applicable terms of Third-Party Platforms to the extent relevant to the Client's use of the Services. Any consumer protection provisions apply only if and to the extent they apply to interactions with End Users, and not to the contractual relationship between StackBooster and the Client.

24.3Arbitration

Any dispute, claim or controversy arising out of or relating to this Agreement, including its existence, validity, breach or termination, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The seat of the arbitration shall be Wilmington, Delaware, USA, and hearings may be conducted by videoconference. The arbitration shall be conducted before one (1) arbitrator appointed in accordance with the AAA Commercial Arbitration Rules. The language of the arbitration shall be English. The arbitration proceedings, all submissions and the award shall be confidential, except as necessary to enforce the award or as required by law. Judgment on the award may be entered in any court of competent jurisdiction, and the Parties acknowledge that the award is enforceable under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958).

Notwithstanding the foregoing, either Party may seek temporary, preliminary or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, and StackBooster may bring an action to collect undisputed fees in any court of competent jurisdiction, in each case without first pursuing arbitration and without breach of this Section 24.3.

24.4Class Action Waiver; Jury Trial Waiver

THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION. TO THE EXTENT ANY PROCEEDING BETWEEN THE PARTIES TAKES PLACE IN COURT, INCLUDING PROCEEDINGS FOR INJUNCTIVE RELIEF OR ENFORCEMENT OF AN ARBITRAL AWARD, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY.

24.5Time Limit for Claims

To the maximum extent permitted by applicable law, any claim arising out of or relating to this Agreement must be commenced within twelve (12) months after the event giving rise to the claim; otherwise, the claim is permanently barred. This Section does not apply to claims for unpaid fees or to claims that cannot be contractually time-barred under mandatory applicable law.

24.6SCC and Data Protection Carve-Out

For the avoidance of doubt, the dispute resolution provisions of this Agreement do not override any mandatory provisions on dispute resolution, governing law, jurisdiction, supervisory authority, data subject rights or enforcement applicable under the EU Standard Contractual Clauses, the UK Addendum, the EU GDPR, the UK GDPR or other mandatory data protection laws.

25Incorporated Documents

By signing or accepting an Order Form, the Client agrees to be bound by this Agreement and by the following documents, each of which is incorporated into this Agreement by reference and forms an integral part of it:

1. the Data Processing Agreement (DPA), available at https://stackbooster.io/legal/dpa;
2. the Privacy Policy, available at https://stackbooster.io/legal/privacy;
3. the Subprocessor List, available at https://stackbooster.io/legal/subprocessors;
4. the Terms of Use, available at https://stackbooster.io/legal/terms-of-use;
5. the StackBooster Security Annex - a description of the technical and organizational security measures applied by StackBooster (encryption, access control, secrets management, logging, incident management, business continuity) - made available to the Client upon request subject to appropriate confidentiality obligations;
6. the Functional Scope Annex attached to or referenced in the applicable Order Form, if any; and
7. the Regional Terms set out in Schedule 1 to this Agreement, as activated by the country of the Client's registered office declared in the Order Form.

These documents have legally binding effect from the moment the Client signs or accepts the Order Form. Signature or online acceptance of the Order Form constitutes full legal acceptance of this Agreement and the incorporated documents, without the need for a separate signature under this Agreement, provided the Order Form references or links to the applicable version of this Agreement.

26Order of Precedence

In the event of any conflict or inconsistency between the documents constituting this Agreement, the order of precedence is as follows:

1. the DPA, in matters concerning the processing of personal data;
2. the signed or accepted Order Form, in matters concerning commercial terms, pricing, quantities, usage limits, subscription term, selected products and channels and individually negotiated terms for the Client;
3. the Functional Scope Annex, in matters concerning technical and operational limitations, channel limits, onboarding scope and Service exclusions;
4. the Regional Terms (Schedule 1), in matters concerning jurisdiction-specific tax and data protection provisions applicable to the Client's country of registered office;
5. this Master SaaS Agreement;
6. the Privacy Policy and the Terms of Use; and
7. the Subprocessor List and the Security Annex.

For the avoidance of doubt, the Order Form sets the commercial parameters of the transaction, while the Functional Scope Annex defines the technical and operational boundaries of the Services. A statement of work for Professional Services shares the rank of the Order Form in matters of the agreed scope, deliverables, schedule and acceptance criteria.

27Final Provisions

27.1Entire Agreement

This Agreement, together with the Order Form and the documents incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior proposals, understandings, arrangements and communications, written or oral, relating to such subject matter.

27.2Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. The Parties shall negotiate in good faith a valid and enforceable replacement provision that most closely reflects the Parties' original intent.

27.3No Waiver

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of the right to enforce it.

27.4Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between the Parties.

27.5Counterparts and Electronic Signatures

This Agreement, the Order Form and any amendments may be executed or accepted electronically, including by clicking to accept in an online flow. The Parties agree that electronic signatures and electronic records have the same legal effect as handwritten signatures and paper records, and shall not be denied legal effect solely because they are in electronic form, consistent with the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as applicable. This Agreement, the Order Form and amendments may be executed by exchange of counterparts signed separately by each Party, including using different permitted signature methods; the exchanged counterparts together constitute one and the same instrument.

27.6Publicity

From the date of this Agreement, StackBooster may use the Client's name and logo on client lists, on the StackBooster website and in presentation and marketing materials to identify the Client as a StackBooster client, unless the Client notifies StackBooster in writing, including by email, of its objection to such use. Any press release, case study or other detailed public reference to the cooperation requires the Client's prior written confirmation, confirmation by email being sufficient.

27.7Authority of Signatories

Each Party represents that the person signing or accepting the Order Form or otherwise accepting this Agreement on its behalf is duly authorized to bind that Party. Upon the other Party's reasonable request, a Party will provide confirmation of the signatory's authority.

28Contact

In all matters arising under this Agreement, the Client may contact StackBooster at:

• General contact: contact@stackbooster.io
• Legal matters: legal@stackbooster.io (including notices of breach, termination, indemnification and force majeure)
• Billing: billing@stackbooster.io
• Security incidents: security@stackbooster.io
• Data protection matters (DPA): privacy@stackbooster.io
• Contracting entity and postal address: StackBooster Corporation, 8 The Green #12146, Dover, DE 19901, United States of America; state of incorporation: Delaware

Schedule 1 - Regional Terms

These Regional Terms form part of the Master SaaS Agreement. The Regional Terms applicable to the Client are determined by the country of the Client's registered office as declared in the Order Form (the "Client Country"). The Client's declaration of the Client Country in the Order Form is a representation on which StackBooster relies for tax and data protection compliance purposes; the Client shall promptly notify StackBooster in writing of any change of its registered office to a different jurisdiction.

RT-1. European Union, European Economic Area and Switzerland

1.1Indirect tax

For Clients established in the European Union, the place of supply of the Services for VAT purposes is the place where the taxable recipient is established (Article 44 of Council Directive 2006/112/EC). StackBooster issues invoices without VAT, and the Client self-accounts for VAT due under the reverse charge mechanism in accordance with the laws of its Member State of establishment. The Client shall provide a valid VAT number. The same principle applies, mutatis mutandis, to Clients established in other EEA states and in Switzerland under their respective VAT laws.

1.2Data protection

The EU GDPR layer applies in full, including the DPA, the EU SCCs (Module 2 or, where the Client acts as processor, Module 3). For Clients established in Switzerland, the DPA applies with the adjustments for the Swiss Federal Act on Data Protection set out in Annex IV to the DPA.

1.3B2B only

The Services are offered exclusively to business customers; consumer protection rules do not apply to the relationship between StackBooster and the Client, without prejudice to Section 24.2 as regards End User interactions.

RT-2. United Kingdom

2.1Indirect tax

For Clients established in the United Kingdom, the Services constitute imported B2B services and the Client self-accounts for UK VAT under the reverse charge mechanism in accordance with UK VAT law. The Client shall provide a valid UK VAT registration number where registered.

2.2Data protection

The UK GDPR layer applies, including the UK Addendum to the EU SCCs.

RT-3. United States

3.1Sales and use tax

For Clients established in the United States, StackBooster will charge sales and use tax where StackBooster is required to collect such tax under the laws of the Client's state, unless the Client provides a valid exemption certificate. The Client shall provide accurate billing address information for this purpose.

3.2Data protection

Where the Client is subject to US State Privacy Laws, StackBooster acts as the Client's "service provider", "contractor" or "processor" (as applicable) with respect to Client Personal Data, and the US State Privacy Law terms set out in Section 16A of the DPA apply.

RT-4. Universal Residual Rule

For any jurisdiction not addressed above, the Client self-accounts for any applicable VAT, GST or equivalent indirect tax on imported services in accordance with the laws of its country of establishment, and all taxes, duties and levies arising in connection with this Agreement are the responsibility of the Client, except for taxes imposed on StackBooster's income by the United States. Section 23.4 (gross-up) applies to any withholding. Where the data protection laws of the Client's jurisdiction apply to Client Personal Data, StackBooster applies to such data the protections and cooperation machinery set out in the DPA, which is designed to the standard of the EU GDPR, and reasonably cooperates with the Client's compliance obligations under such laws.