TRIHELIX MASTER SERVICES AGREEMENT

Effective Date: 11/26/2024

Trihelix, LLC (“Trihelix”) and the Company (identified in the Service Order) each agree to the terms of this Master Services Agreement (“Agreement”), effective on the start date set forth in the associated Service Order. Use of the BLACKBOX Services will be governed by these terms, together with any associated schedule or attachment hereto. Accordingly, Trihelix and the Company hereby agree as follows:

Services
Authorization
Responsibilities
Ownership
Fees, Payment Terms, and Reporting
Representations and Exclusions
Term and Termination
Indemnification
General Terms
Restrictions
Additional Data

1. SERVICES

“Services” refers to the solutions provided by Trihelix’s advertising demand technology and services, including Trihelix’s BLACKBOX advertising platform (“BLACKBOX Platform”), as specified under an executed service order or schedule (“Service Order”), which may include the following:

Managed Advertising Services: Trihelix account managers will traffic and manage advertising campaigns for the Company.
Custom Ad & Landing Page Development Services: Trihelix will provide customized advertising service solutions in connection with the BLACKBOX Platform.
Property Visitation Reporting Services: Trihelix will provide data on devices extracted from locations of interest, including device homeplace and workplace longitude and latitude coordinates, device advertiser ID, the mobile trade area of a specific property, and other spatiotemporal data for a specific location over a specific time period.

This Agreement applies to the Company’s use of the Services for itself and on behalf of any Company clients.

2. AUTHORIZATION

2.1 Supply Management

The Company authorizes Trihelix to place the Company’s and its clients’ advertising content (e.g., ad banners, badges, logos, creative text links, collectively, the “Advertising”) on any digital content (“Supply”) available through the Services, including Trihelix’s network of owned and managed mobile websites and via ad exchanges. Accordingly, Company grants to Trihelix a nonexclusive, non-transferable, non-sublicensable right and license during the term of this Agreement to use, reproduce, and display the Advertising in order to execute campaigns for the Company via the Services. To enable Trihelix to provide the Services, the Company shall implement the instructions (e.g., specifications, banner locations, and ad code) conveyed by Trihelix. All functionality is provided on an as-available basis.

2.2 Marks

Where specified on the Service Order, the Company grants Trihelix a nonexclusive, non-transferable (except as outlined in Section 9.5), non-sublicensable right and license during the term of this Agreement to use, reproduce, and display the Company’s name, logo, service marks, trademarks, and related brand features (“Marks”) solely in connection with Trihelix’s performance of its obligations. Trihelix’s use of the Company’s Marks will comply with any written usage guidelines provided by the Company. All uses of the Company’s Marks will inure solely to the benefit of the Company.

2.3 Trihelix BLACKBOX Access

Subject to the terms and conditions of this Agreement, Trihelix grants the Company a nonexclusive, non-transferable, non-sublicensable right to access the BLACKBOX Platform to specify digital advertising campaigns (e.g., set specific parameters) to be delivered via the Services and to receive reports associated with these campaigns.

2.4 Fraud/Malware

The Company will not, and will not authorize any party to, generate fraudulent impressions, inquiries, clicks, or conversions with respect to its Advertising. The Company will not provide Advertising containing spyware, malware, or malicious code, or advertise anything illegal, or engage in any illegal, fraudulent, or deceptive business practices.

3. RESPONSIBILITIES

3.1 Campaign Management and Ad Content

The Company is solely responsible for all Advertising copy, digital content to which Advertising directs viewers, campaign trafficking decisions, terms of promotions, and confirming the accuracy of all ad copy and locations. The Company shall make commercially reasonable efforts to ensure all Advertising, promotional offers, or digital content does not contain content that:
(i) is misleading, libelous, deceptive, invasive of privacy, or hateful;
(ii) infringes any intellectual property right, privacy right, contractual right, or any other right of a third party; or
(iii) violates applicable laws or promotes violence, the use of firearms, or unlawful activities.

Trihelix will not monitor or review Ad Content and disclaims liability for any Ad Content. Trihelix reserves the right to refuse or remove any Advertising.

3.2 Privacy

Both parties agree to:

Comply with all applicable laws, including those governing behavioral advertising, cookies, and data privacy.
Maintain a privacy policy disclosing data collection, use, and opt-out choices.

Trihelix may use aggregated, non-personally identifiable performance data for business purposes in compliance with applicable laws.

4. OWNERSHIP

4.1 Trihelix Intellectual Property

All rights to the BLACKBOX platform, including upgrades, enhancements, and associated data, belong to Trihelix.

4.2 Company Content

The Company retains ownership of its advertising materials. Unauthorized reproduction, modification, or exploitation of BLACKBOX is prohibited.

5. FEES, PAYMENT TERMS, AND REPORTING

5.1 Service Fees

The Company agrees to pay Service Fees as detailed in the Service Order. Payment terms are net 30 days, with late payments subject to a 1.5% monthly interest charge.

5.2 Reporting

Trihelix provides secure dashboard access for monitoring campaign performance. Metrics are for the Company’s internal use only and are subject to revision during final reporting.

6. REPRESENTATIONS AND EXCLUSIONS

6.1 Representations

Both parties warrant their authority to enter this Agreement. The Company warrants that all ad content complies with applicable laws and does not infringe on third-party rights.

6.2 Disclaimers

Trihelix provides its services “as-is” and disclaims all warranties, including merchantability and fitness for a particular purpose. Trihelix’s liability is limited to the Service Fees paid within the six months preceding a claim.

7. TERM AND TERMINATION

7.1 Term

The Agreement remains in effect for the period specified in the Service Order, with automatic annual renewals unless notice is provided.

7.2 Termination

Either party may terminate with 30 days’ notice. Trihelix may suspend services for non-payment or breach of terms.

8. INDEMNIFICATION

The Company agrees to indemnify and hold harmless Trihelix and its affiliates against claims arising from breaches of this Agreement or the Company’s ad content.

9. GENERAL TERMS

9.1 Governing Law

This Agreement is governed by Florida law. Any disputes will be resolved in Gainesville, Florida.

9.2 Confidentiality

Pricing and proprietary details are confidential and may not be disclosed without prior consent.

9.3 Force Majeure

Neither party will be liable for delays caused by events beyond their control, such as natural disasters or network outages.

10. RESTRICTIONS

The Company may not:

Resell or sublicense BLACKBOX data.
Use the platform for competitive analysis.
Re-identify or track individuals through BLACKBOX.

11. ADDITIONAL DATA

Trihelix provides data as-is and does not guarantee its accuracy over time. Updates to data may be included in future service agreements.

Trihelix Service Agreement Terms