Master Services Agreement

(also referred to as our Terms of Service)

Effective date: May 1, 2026

Welcome to Sideband. This Master Services Agreement (also referred to as our "Terms of Service"), together with any exhibits, policies, or addenda attached hereto or incorporated by reference (collectively, the "Agreement"), sets forth the terms and conditions governing access to and use of the Services.

This Agreement is entered into between Eido Studios, Inc., a Delaware corporation, developer and operator of Sideband ("Company"), and you, or the entity or organization you represent ("Customer"). Unless otherwise expressly agreed in writing by the parties, this Agreement becomes binding and effective on the earlier of: (i) Customer's execution of an Order Form; (ii) Customer's or its Authorized Users' access to or use of the Services; or (iii) Customer's or its Users' acceptance of this Agreement by clicking an "I Accept," "Sign Up," or similar button or checkbox (the "Effective Date").

Capitalized terms used but not defined in these Terms are defined in the "Definitions" section.

1. Definitions.

1.1 "Account" means the Customer's account on the Platform through which the Customer and its Authorized Users access and use the Services.

1.2 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. "Control" means ownership of more than 50% of the voting power or ownership interests of an entity.

1.3 "Applicable Law" means all laws, rules, and regulations that apply to a party's performance under this Agreement.

1.4 "Applications" means Customer's websites, mobile apps, and other digital properties or systems where the Services are used.

1.5 "Authorized Users" means individuals authorized by Customer to access and use the Services, including employees, contractors, and other permitted third parties.

1.6 "Customer Data" means data submitted to or collected through the Services by or on behalf of Customer.

1.7 "End User Data" means data collected through Customer's use of the Services from its end users.

1.8 "Events" means user interactions, system signals, or data points transmitted from Customer Applications to the Services via the SDK or integrations.

1.9 "Data Processing Addendum" or "DPA" means the Eido Studio's Data Protection Addendum, available at https://sideband.ai/docs/dpa, as updated from time to time.

1.10 "Intellectual Property Rights" means all intellectual property rights, including patents, copyrights, trademarks, and trade secrets.

1.11 "Order Form" means an ordering document (including an online signup or purchase flow) that describes the Services purchased by Customer and is accepted by both parties.

1.12 "Personal Data" means any information relating to an identified or identifiable individual that is processed through the Services.

1.13 "Pilot and Trial Access" means temporary access to the Services provided for evaluation or pilot purposes without payment obligations, including any access provided under a pilot program.

1.14 "SDK" means any software development kit, library, or integration tools provided by Sideband for embedding the Services into Customer Applications.

1.15 "Security Incident" means any confirmed or reasonably suspected unauthorized access to, disclosure of, or destruction of Personal Data, Customer Data, or End User Data stored or processed through the Services.

1.16 "Sensitive Data" means Personal Data revealing racial or ethnic origin, health or medical information, financial account details, precise geolocation, or data concerning minors.

1.17 "Services" means Sideband's software, APIs, and related services described on https://sideband.ai/ or in an Order Form, including any related support or professional services.

1.18 "Subscription Term" means the period during which Customer is authorized to use the Services, as specified in an Order Form, including any renewals.

1.19 "Usage Data" means aggregated or de-identified data relating to use of the Services.

2. Access to the Services.

2.1 Access and Use Rights. Subject to this Agreement and the applicable Order Form, Eido Studios grants Customer (and its Affiliates) a limited, worldwide, non-exclusive, and non-transferable (except as permitted under Section 16) right to access and use the Services during the Subscription Term.

Customer may use the Services to collect and analyze data from its Applications for its internal business purposes. Customer may also allow its Authorized Users to access and use the Services in accordance with this Agreement.

2.2 Authorized User Accounts. To access the Services, Authorized Users may need to create an Account. Customer is responsible for ensuring that Account information is accurate and kept up to date. Authorized Users are responsible for maintaining the confidentiality of their login credentials and should not share them or create multiple accounts without permission. Customer is responsible for any activity that occurs under its Accounts. Eido Studios is not responsible for any unauthorized access or use resulting from a failure to safeguard credentials.

3. Support and Professional Services.

3.1 Services Overview. In addition to the core Services, Eido Studios may provide configuration, implementation, integration support, or other professional services ("Professional Services") during the Subscription Term, as agreed between the parties.

3.2 Customer Cooperation. Customer will provide reasonable information and assistance needed for Eido Studios to deliver the Services and any Professional Services. If Customer does not provide required information or support, Company's performance obligations may be reasonably delayed.

3.3 Work Product and Materials.

In providing Professional Services, each party may share or create materials:

3.3.1 Company Materials. Eido Studios may create reports, deliverables, or other work product ("Company Materials"). Customer may use these Company Materials in connection with the Services for its internal business purposes. As between the parties, Eido Studios retains all rights, title, and interest in the Company Materials, including all related Intellectual Property Rights and any modifications or derivative works, excluding any Customer Confidential Information or Customer Materials incorporated into them.

3.3.2 Customer Materials. Customer may provide materials (other than Customer Data) ("Customer Materials") for use in delivering the Services. Customer retains all rights in its Customer Materials. Customer grants Eido Studios a limited right to use them solely to provide the Services and Professional Services.

4. Data.

4.1 Customer Data. Customer retains all rights in and to Customer Data. Customer grants Eido Studios and its Affiliates a limited, non-exclusive, royalty-free right to use and process Customer Data during the Subscription Term solely to provide, support, and improve the Services and any Professional Services.

Customer is responsible for the accuracy, quality, and legality of Customer Data, as well as its right to use and share that data with Eido Studios.

4.2 Customer Data Responsibilities. Customer controls how the Services are implemented on its Applications and is responsible for any Customer Data collected through that use. Customer is solely responsible for the configuration, deployment, and use of any SDK or integration provided as part of the Services, including determining what data, events, identifiers, and user interactions are collected and transmitted to the Services. Customer will ensure that its collection and use of Customer Data complies with Applicable Law, including any required notices and consents to End Users. Customer must not use the Services to collect or process Sensitive Data and will use reasonable efforts to limit Personal Data to what is necessary for its use of the Services. If Customer becomes aware that Sensitive Data has been submitted to the Services, Customer will promptly notify Eido Studios and provide sufficient detail to locate it. Eido Studios will use reasonable efforts to delete such Sensitive Data from its systems.

4.3. Usage Data. Customer agrees that Eido Studios may collect and use Usage Data, solely in order to improve, train, modify, support, and operate the Services and for other development, benchmarking, analysis, analytics, research, machine learning, diagnostic, and corrective purposes in connection with the Services. Company will not disclose Usage Data in a way that identifies Customer or includes Customer Confidential Information. Company does not use Customer Data or End-User Data to train artificial intelligence or machine learning models; any use of data for product improvement or analytics purposes is performed on aggregated or de-identified Usage Data only.

4.4 Data Processing Agreement. The Company's standard "DPA", available at https://sideband.ai/docs/dpa, applies to Customer's use of the Services unless otherwise agreed. The DPA is incorporated into this Agreement by reference, and entering into this Agreement constitutes acceptance of the DPA.

Eido Studios may update the DPA from time to time to reflect changes in law or business practices. In the event of a conflict between this Agreement and the DPA, the DPA will control with respect to data protection and privacy matters.

4.5 Data Protection. Each party is responsible for its own security obligations under this Agreement. Company will maintain reasonable administrative, technical, and physical safeguards designed to protect the Services and Customer Data, consistent with industry standards.

5. Confidentiality.

5.1 Confidential Information. Each party ("Recipient") acknowledges that the other party ("Discloser") may share business, technical, or financial information in connection with this Agreement that is either marked as confidential or, given the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information includes the terms of this Agreement.

Company's Confidential Information includes non-public information about the Services and Professional Services, including features, functionality, pricing, performance, and any non-public user-facing aspects of the Services.

Customer's Confidential Information includes Customer Data, End-User Data, and any other non-public information Customer provides to Company to enable delivery of the Services.

6. User Restrictions.

6.1 Customer Use Responsibilities. Customer is responsible for obtaining and maintaining all systems, devices, networks, and services needed to access and use the Services. Customer is also responsible for maintaining the security of its systems and for all activity occurring under its Accounts, including activity by its Authorized Users.

6.2 Acceptable Use. Customer agrees not to, and not to permit any Authorized User or third party to, use the Services in any manner that violates this Agreement, Applicable Law, or generally accepted industry standards. Without limiting the foregoing, Customer may not use the Services to:

(a) Illegal or Unauthorized Use. Use the Services in violation of Applicable Law, including without limitation data privacy laws, export control laws, or consent and authorization requirements applicable to the collection, processing, or transmission of data.

(b) Infringing or Harmful Content. Store, transmit, or otherwise process content that is unlawful, infringing, libelous, defamatory, fraudulent, deceptive, obscene, or otherwise objectionable or harmful, or that interferes with or disrupts the integrity or performance of the Services.

(c) Sensitive Data Misuse. Use the Services to collect, store, process, or transmit Sensitive Data, or Personal Data without appropriate notice, consent, or other lawful basis required under Applicable Law.

(d) Unauthorized Data Collection / Prohibited Collection Practices. Collect, capture, scrape, crawl, spider, or otherwise extract data from any website, application, system, or service not owned or controlled by Customer without the prior consent of the owner of such system or the applicable data subjects, as required by Applicable Law.

(e) Interference with Services. Disrupt, interfere with, or degrade the normal operation, integrity, or performance of the Services or any related systems or networks, including through denial-of-service attacks, excessive load, automated requests, or circumvention of usage limits or restrictions.

(f) Reverse Engineering and Misuse. Reverse engineer, decompile, disassemble, translate, copy, or otherwise attempt to derive the source code, underlying structure, ideas, algorithms, or models of the Services, or create derivative works based on the Services, except to the extent expressly permitted by law.

(g) Unauthorized Access or Competitive Use. Access or use the Services in a manner not authorized under this Agreement, or use the Services to develop, benchmark, or support a competing product or service.

(h) Security and Harmful Code. Introduce or transmit any viruses, worms, malware, Trojan horses, bots, spyware, or other harmful code, files, or programs, or attempt to gain unauthorized access to the Services, Accounts, or related systems or networks.

6.3 Enforcement and Suspension. Any violation of this Section may be considered a material breach of this Agreement.

Eido Studios may suspend or restrict access to the Services if it reasonably determines that Customer's use poses a security risk, legal risk, or risk to other users or the integrity of the Services. Where reasonably practicable, Company will provide notice and an opportunity to cure prior to suspension.

7. Beta Features.

7.1 Beta Features. Company may make certain features available to Customer that are identified as "Beta," "Alpha," "Experimental," "Pilot," "Non-Production" "Preview," or similar (collectively, "Beta Features"). Beta Features may be offered as part of Trial Access or separately. Customer may use Beta Features at its own discretion and risk. Beta Features are provided "as is" and without warranty of any kind, and may be modified, suspended, or discontinued at any time. To the maximum extent permitted by law, Eido Studios will have no liability arising out of or related to Customer's use of Beta Features. Company may, in its sole discretion, remove Beta designation or make Beta Features generally available as part of the Services, which may be subject to additional terms or fees.

8. Intellectual Property.

8.1. Company IP. Except for the limited right to access and use the Services under this Agreement and any applicable Order Form, Eido Studios (and its licensors) owns all rights, title, and interest in and to the Services, the software and technology used to provide the Services and Professional Services, and any related documentation or user guides (the "Company Products").

This includes any updates, improvements, enhancements, or modifications to the Company Products, as well as Usage Data and all related Intellectual Property Rights.

Customer is not granted any ownership rights in the Company Products. Customer will not, and will not allow any Authorized User or third party to, claim ownership of or challenge Company's rights in the Company Products.

This Agreement does not sell or transfer any ownership rights in the Services or Company Products to Customer.

8.2. Customer IP. Customer keeps all rights to its own materials, data, and content, including Customer Data and any materials it provides or uses with the Services.

Except for the rights expressly granted to Company in this Agreement, nothing in this Agreement transfers ownership of Customer's intellectual property to Eido Studios.

8.3. Feedback. If Customer shares ideas, suggestions, or feedback about the Services or Company Products ("Feedback"), Company may use that Feedback without restriction or obligation. To the extent allowed by law, Customer assigns to Eido Studios all rights in any Feedback, and Company may use it for any purpose, including improving or developing its products and services.

9. Fees, Payment Authorization, and Taxes.

9.1. Order Forms and Subscription Terms. Customer may access and use the Services under one or more ordering documents ("Order Forms"), which may include online sign-up flows, written agreements, email confirmations, or other ordering methods made available by Company from time to time.

Each Order Form will describe the applicable Services, fees (if any), and subscription term. The subscription term will begin on the start date set out in the applicable Order Form or, if not specified, the date Customer is first given access to the Services.

Unless otherwise stated, Order Forms may automatically renew for additional subscription periods unless either party provides notice of non-renewal prior to the end of the then-current term. Renewal terms and pricing may be updated by Company as part of the renewal process.

Each Order Form is treated separately, and termination of one Order Form will not affect any other Order Forms unless otherwise agreed in writing.

Company may offer trial or pilot access to the Services ("Trial Access"). Trial Access may be provided without charge or at reduced fees, and Company may modify or terminate Trial Access at any time. Trial Access is provided for evaluation purposes only and may be subject to additional limitations or conditions communicated by Company.

9.2. Fees and Payment Terms. Customer agrees to pay the fees set out in each applicable Order Form ("Fees"). Trial Access (if any) is provided without charge unless otherwise agreed in writing. Unless otherwise stated in an Order Form:

Fees are invoiced in advance on an annual basis
All payments are due in U.S. Dollars (USD)
Fees include standard support at no additional cost
Customer is responsible for any payment processing or transaction fees
Fees will remain fixed during the initial Subscription Term (excluding added features or usage)

Company may invoice Customer as set forth in the applicable Order Form, where applicable.

9.3. Invoices, Disputes, and Suspensions. Invoices are due within thirty (30) days of the invoice date.

If Customer believes any invoice contains an error, Customer must notify Company in good faith within fifteen (15) days of receipt, including reasonable detail of the disputed amounts. The parties will work together in good faith to resolve any dispute promptly.

Company may suspend access to the Services if any undisputed Fees under an applicable paid Order Form remain unpaid after the due date, until such amounts are paid in full.

9.4. Taxes. Fees do not include any applicable taxes, levies, duties, or similar governmental charges of any kind ("Taxes") associated with paid Order Forms.

Customer is responsible for all Taxes associated with its purchases under this Agreement and any applicable paid Order Form. If Company is required to collect or remit Taxes, Company may invoice Customer for such amounts unless Customer provides a valid tax exemption certificate.

Customer will make all payments under this Agreement without withholding or deduction unless required by Applicable Law.

10. Terms and Termination.

10.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms entered into under this Agreement have expired or been terminated in accordance with this Agreement (the "Term").

10.2 Termination for Material Breach. Either party may terminate this Agreement or any applicable Order Form if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

If Customer terminates for Company's uncured material breach, Company will refund any prepaid, unused Fees on a pro rata basis for the terminated portion of the applicable Order Form.

10.3 Suspension and Termination for Trial Access. Company may suspend or terminate Trial Access at any time including for reasons described in Section 6.3, with or without notice, for any reason or no reason, including to manage system performance, product changes, or misuse of the Services.

10.4 Termination for Insolvency. Either party may terminate this Agreement and all Order Forms upon written notice if the other party becomes subject to insolvency, bankruptcy, liquidation, or similar proceedings, or is otherwise unable to pay its debts as they become due.

10.5 Effects of Termination. Upon expiration or termination of this Agreement or any Order Form:

Customer will immediately stop using the Services
All access to the Services will be disabled
Company will make Customer Data available for 30 days following termination to allow Customer to retrieve its data, in accordance with the Agreement and applicable law, unless otherwise required or prohibited by law.

After that period, Company may delete Customer Data from its systems, unless legally required to retain it. Termination does not relieve either party of any obligations or liability arising prior to termination.

10.6 Survival. The following sections will survive termination or expiration of this Agreement: Definitions, Data (including Usage Data and confidentiality-related provisions), Intellectual Property, Fees and Payment obligations accrued prior to termination, Confidentiality, Limitation of Liability, Indemnification, Dispute Resolution, and any other provisions that by their nature should survive. All other rights and obligations will terminate upon termination or expiration of this Agreement.

11. Representation & Warranties and Disclaimers.

11.1 Mutual Representations and Warranties. Each party represents and warrants that:

(a) it has full legal right, power, and authority to enter into and perform its obligations under this Agreement;

(b) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation; and

(c) this Agreement has been duly authorized, executed, and delivered and constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally.

11.2 Company Representations and Warranties. Eido Studios represents and warrants that:

(a) it will provide the Services and any Professional Services in a manner consistent with generally accepted industry standards applicable to similar services; and

(b) it will use commercially reasonable efforts to prevent the Services from transmitting viruses, malware, or other harmful code to Customer's systems, provided that Company does not warrant that the Services will be entirely free from such harmful code.

Remedies. Customer's sole and exclusive remedy, and Company's sole liability, for any breach of the warranty in Section 11.2(a) will be for Company to use commercially reasonable efforts to re-perform or correct the affected Services. If Company determines that such remedy is not commercially feasible, Company may terminate the affected Order Form and refund any prepaid, unused Fees attributable to the remaining portion of the applicable Subscription Term.

11.3 Customer Representations and Warranties. Customer represents and warrants that:

(a) it has all necessary rights, licenses, consents, and permissions to provide, transmit, and allow Company to process Customer Data as contemplated under this Agreement and the Services;

(b) it has and will maintain throughout the Term a valid legal basis for the collection, use, and processing of End-User Data in connection with the Services; and

(c) the Customer Data and Customer's use of the Services (including use by its Authorized Users) comply with all Applicable Law and do not and will not infringe, misappropriate, or otherwise violate any third-party rights, including privacy and intellectual property rights.

11.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND ALL PROFESSIONAL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EIDO STUDIOS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL CODE OR THAT ANY DATA OR RESULTS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE.

12. Indemnification.

12.1 Company Indemnification. Eido Studios will defend, indemnify, and hold harmless Customer and its Affiliates, and each of their respective officers, directors, employees, and agents (the "Customer Indemnified Parties") from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) ("Losses") arising from or relating to:

(a) Company's gross negligence or willful misconduct; or

(b) any claim that the Services, when used as permitted under this Agreement, infringe or misappropriate a U.S. patent, copyright, trademark, or trade secret.

Exclusions. Company will have no obligation under this Section to the extent a claim arises from:

modifications to the Services not made or authorized by Company;
combination of the Services with products, services, or data not provided or approved by Company;
Customer's or its Authorized Users' use of the Services in violation of this Agreement or Applicable Law; or
Customer Data, End-User Data, or other materials provided by Customer.

IP Remedies. If the Services become, or in Company's opinion are likely to become, the subject of an infringement claim, Company may, at its option and expense:

(i) modify or replace the Services to avoid infringement;

(ii) obtain the right for continued use; or

(iii) terminate the affected Services and refund any prepaid, unused Fees for the terminated portion of the Subscription Term.

12.2 Customer Indemnification. Customer will defend, indemnify, and hold harmless Eido Studios and its Affiliates, and each of their respective officers, directors, employees, and agents (the "Company Indemnified Parties") from and against any Losses arising out of or relating to:

(a) Customer's gross negligence or willful misconduct;

(b) Customer Data, End-Authorized User Data, or any content provided by or on behalf of Customer; or

12.3 Indemnification Procedures. The obligations in this Section are subject to the following conditions:

(a) The Indemnified Party must promptly notify the Indemnifying Party of the claim (provided that failure to provide prompt notice will only relieve the Indemnifying Party to the extent materially prejudiced);

(b) The Indemnifying Party will have sole control of the defense and settlement of the claim, provided that it may not settle any claim in a manner that imposes liability, admission of wrongdoing, or non-monetary obligations on the Indemnified Party without prior written consent (not to be unreasonably withheld);

(d) The Indemnified Party may participate in the defense with counsel of its choosing at its own expense.

13. Limitation of Liability.

13.1. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY OF THE FOLLOWING TYPES OF DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

(a) indirect, incidental, consequential, special, exemplary, or punitive damages;

(b) loss of revenue, profits, business, contracts, or anticipated savings;

(d) loss, corruption, or interruption of data; or

(e) cost of procurement of substitute goods or services.

13.2. Limitation of Liability Cap. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 13.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR ANY FREE, TRIAL, OR BETA SERVICES, COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS (US $100).

13.3 Excluded Claims. The limitations set forth in Section 13.2 will not apply to liability arising from:

(a) a party's gross negligence, willful misconduct, or fraud;

(b) either party's indemnification obligations under this Agreement;

(d) liability that cannot be limited or excluded under applicable law.

13.4 Basis of the Bargain. The parties agree that the limitations and exclusions of liability set forth in this Section 13 are fundamental elements of the basis of the bargain between the parties, and that the Services would not be provided without such limitations.

14. Dispute Resolution and Governing Law.

14.1 Dispute Resolution. The parties agree to work in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (each, a "Dispute"). If a Dispute arises, the parties will first attempt to resolve it through informal discussions between their respective representatives. If the Dispute is not resolved within thirty (30) days after written notice of the Dispute, either party may pursue any available legal remedies. Nothing in this Section will prevent either party from seeking injunctive or equitable relief at any time where such relief is necessary to protect its rights or interests.

14.2 Governing Law. This Agreement and any Disputes will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and the parties irrevocably consent to the jurisdiction and venue of such courts.

14.3 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15. Notices and Communication.

15.1 Notices and Communication. All notices under this Agreement must be in writing and will be deemed given:

(a) when delivered personally;

(b) when sent by a recognized courier service; or

To Company:

Email: support@sideband.ai

Address: 350 10th Ave, Suite 1000, San Diego, CA 92101

To Customer: Your contact's mailing or email address set forth on the applicable Order Form.

16. Assignment.

16.1 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, which will not be unreasonably withheld, conditioned, or delayed.

Notwithstanding the foregoing, either party may assign this Agreement without the other party's consent to: (a) an Affiliate; (b) a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets; or (c) a reorganization or similar transaction.

Any assignment in violation of this Section will be void. This Agreement will bind and benefit the parties and their respective permitted successors and assigns.

17. Miscellaneous.

17.1 No Third-Party Rights. The parties intend that there will be no third-party beneficiaries under this Agreement.

17.2 Export Controls and Sanctions Compliance. Each party agrees to comply with all applicable export control and economic sanctions laws and regulations in connection with its use or provision of the Services.

Customer will not access or use the Services, or permit any third party to access or use the Services, in violation of applicable export control or sanctions laws, including by exporting, re-exporting, or transferring the Services to any country, individual, or entity that is subject to applicable trade restrictions or sanctions.

Customer represents that it is not, and is not acting on behalf of, any person or entity that is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive sanctions, or identified on any applicable government restricted party list.

Company may suspend or terminate access to the Services if it reasonably determines that doing so is necessary to comply with applicable export control or sanctions laws.

17.3 Relationship. The parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, or agency relationship. Neither party has the authority to bind the other in any respect.

17.4 No Exclusivity. Nothing in this Agreement restricts either party from providing or using similar services or products, including those that may compete with the Services or Professional Services.

17.5 Entire Agreement. This Agreement, together with any applicable Order Forms and any documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral. In the event of a conflict between this Agreement and an Order Form, the terms of the Order Form will control, but only with respect to that Order Form.

17.6 Amendments and Waiver. This Agreement may only be modified by a written agreement signed by authorized representatives of both parties, except as otherwise provided in this Agreement. A waiver of any breach must be in writing and will not be deemed a waiver of any future breach.

17.7 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control, including events such as natural disasters, acts of war or terrorism, labor disputes, government actions, failures of utilities or communications networks, or widespread internet disruptions ("Force Majeure Event"). The affected party will use reasonable efforts to resume performance as soon as practicable. Any affected timelines will be extended for a reasonable period of time.

17.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remainder of the Agreement will remain in full force and effect.

17.9 Execution. This Agreement may be executed in counterparts, including by electronic means, each of which will be deemed an original and together will constitute one agreement.

17.10 Changes to this Agreement. Company may update or modify this Agreement from time to time. Material changes will take effect at the start of the next Subscription Term. Continued use of the Services after such date constitutes acceptance of the updated Agreement.

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