Last revised: June 1, 2026

This Master Services Agreement governs services purchased from No Good Marketing LLC, a South Dakota limited liability company (“NGM,” “Agency,” or “we”), by the client identified in the accepted Project Record or separate execution record (“Client” or “Customer”).

1. Structure; Incorporation of SOWs

1.1 Agreement. This Master Services Agreement (the “Agreement” or “MSA”) sets the overarching terms for all Services provided by NGM, including website, CRM/platform, professional, and managed services. Applicable SOWs, Order Forms, accepted checkout selections, and Changes of Scope identify the purchased Services and commercial terms. The Terms and Conditions supplement this MSA for website and CRM/platform use, subject to Section 1.4.

1.2 Optional project records; commercial terms. A standalone statement of work (“SOW”) is optional. An accepted SOW, order, proposal, quote, checkout selection, or attributable written email/ticket acceptance by authorized representatives may identify the purchased Services, price, deliverables, scope, schedule and term (each a Project Record). References to an SOW in this MSA include that accepted Project Record. Mere receipt of an email, an unaccepted quote or an invoice does not establish a new purchase or IP transfer. The Project Record controls its price, term and specifically identified scope; this MSA controls other terms unless an authorized written amendment expressly identifies the provision changed. Third-party licences govern only their applicable materials. Before promising an assignment, exclusivity or expanded software rights, NGM shall verify the rights owner and record the rights actually available. A copyright transfer requires an effective signed instrument from the rights owner or its authorized agent; a formal SOW is not required if another effective instrument supplies it.

1.3 Separate engagements; no cross-default. Separate NGM advisory, consulting, and other service engagements remain subject to this MSA with their own applicable commercial terms. NGM does not provide Chief Information Officer (CIO) or fractional CIO services. Those services require a separate engagement with the identified service provider; they are outside this MSA and may not be added through an NGM SOW, Order Form, or Change of Scope. An unrelated engagement does not cross-default or authorize suspension. Any exception requires a separately negotiated written amendment expressly identifying the affected agreements, trigger and remedy and accepted by the affected contracting parties; a default form checkbox does not elect it. This MSA does not make an affiliate a party to NGM's customer contracts.

1.4 Order of precedence. An applicable SOW or Order Form controls the commercial items specified in Section 1.2; this MSA controls the overarching terms. The Terms and Conditions govern website and CRM/platform use and supplement this MSA; this MSA controls if those terms conflict with it. Third-Party Provider terms govern the underlying software/infrastructure only. No SOW, Order Form, or other commercial schedule creates a promise or guarantee of leads; Section 12.2 applies to every engagement. No SOW, Order Form, plan, or other commercial schedule may bundle integration, configuration, automation, migration or other implementation work into the platform subscription price.

1.5 Marketing fulfillment terms. The Marketing Delivery Terms apply to selected marketing, website, and WordPress-hosting services when the accepted SOW, order, or checkout presents and incorporates them. Their product-specific scope, prerequisites, affirmative approval gates, and revision limits supplement this MSA and control those subjects over general defaults. The accepted order controls disclosed retail charges and commercial deviations; this MSA otherwise controls. Only terms presented and accepted as part of Client's agreement apply; later unaccepted changes do not alter an existing order.

2. Platform Subscriptions and Separate Services

Marketing fulfillment under Section 1.5 excludes CRM implementation and platform builds. NGM may separately engage resources to perform agreed CRM configuration, platform builds, automations and integrations. Those services require their own accepted scope and fee; marketing fulfillment does not include them by implication.

2.1 Services. NGM will provide the website, CRM/platform, professional, and managed services identified in the applicable SOW, Order Form, or accepted checkout selection (the “Services”). Services may include strategy, configuration, creative, automation design, CRM/platform administration, campaign operations, reporting, training, and related managed services. NGM may engage qualified personnel, affiliates, independent contractors and other service providers to perform agreed Services, including integrations, CRM configuration, workflow automation, data migration and related technical work. The applicable accepted Project Record identifies the scope, deliverables and separate fees; a standalone SOW is optional. This work is separately scoped, priced and billed and is not included in or bundled into the platform subscription. NGM remains responsible for Services it contracts to provide. Subcontracting alone does not make the customer a direct client of a subcontractor or create a separate professional-services relationship; any such relationship requires the customer's express separate acceptance. Personnel access remains subject to the confidentiality, security and customer-data restrictions in the applicable agreements.

2.2 NGM subscription. Client purchases SaaS access to the NGM platform under the selected subscription, which may operate on Third-Party Providers' software and infrastructure. Purchasing an NGM subscription does not by itself establish a direct subscription contract between Client and an underlying provider. Client may subscribe without ordering integration, configuration or other implementation work. Access to tools and features does not itself purchase work performed on Client's behalf; that work requires a separately accepted scope and fee.

2.3 Third-Party Providers — reserve rights. “Third-Party Providers” means providers of software, hosting, communications, payments, security and related technology used to deliver the Services, including an underlying platform provider and relevant subprocessors. NGM may engage, replace, or add Third-Party Providers in its reasonable discretion to deliver the Services. NGM will use commercially reasonable efforts to avoid material degradation of contracted functionality when changing Third-Party Providers, but NGM does not guarantee feature parity across providers.

2.4 Provider use restrictions. NGM will identify and present any additional feature-use restrictions or third-party terms requiring Client acceptance before enabling that feature. Private supplier agreements do not automatically bind Client. NGM remains responsible for its own agreed obligations; third-party changes do not independently vary Client's accepted price, service commitments or data protections.

2.5 Agreed customer pricing. Client owes the charges accepted in the applicable Project Record. NGM's supplier costs and commercial arrangements do not automatically change those charges; an adjustment must follow the accepted price-change mechanism.

2.6 Security / compliance of Third-Party Providers. Descriptions of a Third-Party Provider’s security or compliance posture (attestations, overviews, trust-center materials) may be provided for informational purposes. NGM does not restate third-party attestations as NGM warranties, and such materials are not contractual amendments to this MSA unless an SOW expressly incorporates a specific commitment by NGM.

3. Additional Services; Changes

Any services outside the scope of an SOW, or material changes to previously approved work, require a new SOW or a written Change of Scope approved by both parties (email sufficient if it clearly identifies the change and fees). Approved changes become part of this Agreement.

4. Fees; Expenses; Payment

4.1 Fees. Client will pay the separately identified platform subscription, usage, and professional-service fees set forth in the applicable SOW, Order Form, or accepted checkout selection. Integration, configuration, automation, migration and other implementation work is always separately scoped, priced and billed. It is never included in the platform subscription price or bundled into a platform subscription. Payment is not contingent on Client's receipt of third-party funds, financing, or results.

4.2 Invoices. Unless an SOW states otherwise, invoices are due within fifteen (15) days of issuance. Late amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). Client will reimburse reasonable collection costs, including attorneys’ fees, for amounts properly due.

4.3 Suspension for non-payment. If amounts remain unpaid after notice and a cure period of five (5) business days (or longer if stated in the SOW), NGM may suspend Services and withhold deliverables until paid, without limiting other remedies.

4.4 Expenses. NGM will notify Client in advance for pre-approval of expenses exceeding ten percent (10%) of those listed in the applicable SOW (unless the SOW authorizes a category of pass-through spend). At NGM’s discretion, Client will pay third parties directly or reimburse NGM upon invoice. NGM will maintain reasonable records of expenses. Talent or similar prepaid items may be invoiced in advance and secured only upon receipt of funds.

4.5 Taxes. Fees are exclusive of applicable taxes; Client is responsible for taxes other than taxes on NGM’s net income.

5. Client Representative; Approvals

5.1 Client will designate a representative with authority to approve work and request changes (the “Client Representative”). Approvals by the Client Representative (including by email) bind Client.

5.2 NGM will not commence billable work until authorized representatives accept the relevant Project Record and price. An accepted quote, order, proposal, email or ticket may supply that authorization; a standalone signed SOW is optional.

5.3 Review and deployment are separate. After delivery for review, Client has five (5) business days to approve or give written feedback for reasonable in-scope modifications, unless the Project Record states otherwise. Silence after that period permits treating the review milestone as accepted for project progress; it does not waive remedies for nonconformity or authorize publication, advertising spend, outbound messages, production automation, changes to consent or payment settings, or destructive migration/deletion. Those actions require documented authorization from Client's designated approver. A standing authorization may cover routine runs within identified systems, audiences, data, actions and spending limits; it does not authorize expanded scope. The Project Record shall identify the approver and applicable deployment, rollback and escalation instructions. Legally required consent remains separate from project approval. Product-specific affirmative approval gates continue to apply.

6. Client Obligations and Materials

6.1 Timely content, access, decisions, and approvals from Client are conditions to NGM’s performance schedule. NGM is not liable for delays, costs, or issues arising from Client’s failure to meet its obligations.

6.2 Materials Client provides (“Client Materials”) must be suitable for the intended use and must not infringe third-party rights or violate law. Client will bear the cost of adjustments needed to bring noncompliant Client-provided materials into compliance, unless the noncompliance was introduced solely by NGM contrary to Client’s materials as provided.

6.3 Messaging and marketing compliance. Client is responsible for obtaining and documenting legally required consents, honoring opt-outs, and complying with applicable telemarketing, SMS, email, call-recording, privacy, and advertising laws for campaigns Client approves or instructs NGM to run. NGM may pause campaigns that create material legal or platform risk.

7. Third-Party Providers and Other Suppliers

7.1 NGM may contract with Third-Party Providers and other suppliers as needed to deliver the Services, including a primary marketing fulfillment contractor communicating through an NGM-branded inbox. NGM remains Client's contracting service provider and responsible for its expressly agreed Services, supplier coordination, and applicable confidentiality/data obligations. Supplier staffing, tools, and policies do not excuse those obligations. Credits actually received for an underlying platform outage may be passed through as the applicable order provides, without limiting remedies otherwise owed by NGM.

Technology delivery subcontractor. NGM may subcontract agreed technical Services to its affiliate, Infinite 8 Enterprises LLC, including integrations, CRM configuration, workflow automation, data migration and related technical work performed by Infinite 8 personnel or contractors. NGM remains Client's contracting service provider and responsible for the Services it agrees to provide. Those resources are subject to the applicable confidentiality, security, Customer Data and permitted-use restrictions. Subcontracting does not make Client a direct customer of Infinite 8 or authorize separate charges by Infinite 8. A direct professional engagement, including CIO or fractional CIO services from Infinite 8, requires Client's separate acceptance of that provider, scope, pricing and agreement; CIO services are outside NGM's offering. Technical implementation remains separately scoped and billed and is not included in a platform subscription.

7.2 If talent, influencers, or certain fulfillment parties must contract directly with Client, NGM may facilitate introductions; unless otherwise agreed, NGM remains the primary operational liaison for work under the SOW.

7.3 Provider information. NGM presents the Services under its own brand. Applicable provider terms and relevant privacy, data-processing and security information are identified in the relevant service documentation. Detailed non-public technical or security materials may be supplied under reasonable confidentiality terms. This does not limit disclosures required by applicable law or contract.

8. Intellectual Property; Customer Data; NGM Materials

8.1 Customer Data. “Customer Data” means Client’s business records, contacts, content, and similar data that Client provides or that are generated as Client’s business records in systems administered under an SOW. Customer Data is Client’s. NGM acts as a service provider / custodian and will not sell Customer Data. NGM may process Customer Data to perform the Services and as required by law. NGM’s customer-facing Privacy Policy (Privacy Policy) describes personal-information practices and the controller vs service-provider split; it does not reduce Client’s responsibility for notices and consents to Client’s end customers.

8.2 NGM Materials. “NGM Materials” means pre-existing and independently developed tools, templates, snapshots, playbooks, workflows, background technology, methodologies, software, and reusable configurations that NGM owns or is authorized to supply under licence (including adaptations for Client), excluding Customer Data and Client-owned material. Ownership of NGM Materials remains with the actual owner or licensor. Client receives the rights expressly granted below; delivery alone does not transfer ownership of those materials.

Continuing licence for paid deliverables. Upon full payment of the agreed amounts for a delivered custom work product, Client receives a perpetual, nonexclusive, worldwide, fully paid licence to use, reproduce, display, operate, maintain and modify NGM Materials embedded in or reasonably necessary to use that delivered work product for Client's business, including a public-facing website. Client may permit its replacement host, developer or other service provider to exercise those rights solely for Client, subject to confidentiality and no independent exploitation. The licence may accompany a permitted transfer of the deliverable or Client's business under this Agreement; it does not authorize standalone resale, extraction for a competing product, sublicensing for another customer's use, or rights in NGM or third-party brands. It survives service termination and nonpayment under an unrelated engagement. No further royalty is due for this granted use; hosting, platform subscriptions, support, usage and future development remain separately payable. Breach of licence restrictions remains enforceable, but service termination alone does not revoke the licence.

Hosted and third-party limits. Subscription-only access ends under its service terms. This grant does not provide perpetual hosting, subscription-platform access, third-party licences, agency accounts, or undelivered source. NGM shall secure the rights necessary for the promised deliverable and disclose any dependency, portability or third-party restriction before acceptance. Such a restriction must be specifically accepted and must not be concealed as a later limitation on promised paid work. The Project Record identifies source/build files to be delivered; for a delivered custom website, include the custom source and available build/configuration files reasonably necessary to maintain it, excluding platform source, credentials, unrelated tools and other customers' materials. Disclose any platform-hosted portion that cannot be exported before acceptance.

8.3 Customer ownership of paid custom work. Upon full payment of amounts due for the deliverable, NGM assigns to Client the copyright NGM owns in custom work specifically created for Client and uniquely embodied in the final accepted deliverable, excluding NGM Materials, third-party materials and platform software. NGM shall obtain any necessary contributor/rights-owner assignment to fulfill this commitment; service delivery or payment alone does not transfer another person's rights. Client retains its supplied content, marks and Customer Data. Embedded NGM Materials remain with their actual owner and carry the perpetual licence in Section 8.2. NGM and its suppliers may retain general skills, methods and legitimately reusable components; they may not copy Client-owned expression, confidential business rules or Customer Data into other work. Non-confidential portfolio excerpts remain permitted unless Client opts out in writing, subject to Section 8.6 and any applicable consent or trademark restrictions. Disclose and obtain acceptance of supplier-retained materials or website buyout conditions before the affected purchase. NGM's failure to pay its supplier does not excuse its commitments to a Client who has paid NGM.

8.4 Export and handover. Client may export Customer Data using available platform tools during the term and for thirty (30) days after the relevant service ends, with reasonable one-time export help under the Project Record. NGM shall also supply the paid custom-work files and licensed embedded components promised under Sections 8.2–8.3. No automatic right extends to agency-level accounts, unrelated snapshots, complete platform source, other customers' data or third-party account structures. Disclosed platform limits must not be used to withhold a separately promised portable deliverable. Any additional custom migration services require separate acceptance and pricing.

8.5 Expanded usage rights beyond this Section require a separate accepted written licence and any expressly agreed fees. No additional licence charge is inferred for the perpetual use already granted in Section 8.2.

8.6 Client customer information and direct-client services. Paragraphs D1–D7 below govern protection of Client's customer information and offers of additional services to Client.

For this clause, Provider is the company contracting with Client under the applicable agreement. Services means the services Provider agrees to supply to Client.

D1. Protected information and relationships. “Protected Information” means Client's customer and prospect lists; contact details; the fact that a person is Client's customer or prospect; communications, recordings, purchase and service histories, preferences, consent and opt-out records; and customer-level profiles, segments, audiences, and inferences obtained or generated through the Services. It includes copies and derivatives of that information, whether viewed, exported, inferred, or remembered. Providing software, administration, development, or automation does not grant Provider rights to appropriate Client's customer relationships or use Protected Information for its own business development. Nothing in this clause treats individuals as property or reduces their legal rights.

D2. Permitted service use. Provider may access and process Protected Information only as reasonably necessary to perform the agreed Services under Client's documented lawful instructions, secure those Services, prevent fraud or abuse, or meet legal obligations. This includes Client-authorized campaigns, automation, implementation, and support performed for Client. Provider shall limit personnel access to what their assigned work requires. Operational or legally required contact with an end customer shall not include an independent sales pitch. Client instructions do not replace any legally required notice, consent, or other lawful basis.

D3. No independent exploitation. Provider shall not use Protected Information to solicit, divert, cross-sell to, or otherwise commercially pursue Client's customers or prospects for Provider, an affiliate, or another customer. Provider shall not sell or rent that information, exchange it for referrals, copy it into another business's sales pipeline, combine it into a cross-client prospect database, or use it to build advertising or lookalike audiences for another business. Sharing it with an affiliate does not create permission for that affiliate to use it. Hashing identifiers, removing names, aggregating records, or calling information “residual knowledge” does not authorize these prohibited uses.

D4. Technology reuse boundary. Subject to the agreement's ownership and licence terms, Provider may reuse its retained code, generic workflow logic, templates, integration methods, and general skills. Reusable materials must exclude Protected Information, credentials, Client confidential information, and Client-owned expression that Provider has no right to reuse. Before moving a snapshot, automation, integration, example, or configuration to another client or product, Provider shall review it and remove those materials, including embedded records, messages, identifiers, routing destinations, and secrets. Testing and demonstrations for other clients shall use synthetic data. Provider shall not use Protected Information to train or improve models, datasets, products, or services for independent commercial use or other clients. This does not prohibit processing necessary to provide an AI feature specifically authorized for Client's own Services within the applicable processing terms. This clause grants no new ownership or licence rights in work product.

D5. Personnel, affiliates, and subcontractors. Before granting access, Provider shall bind its personnel, delivery affiliates, and subcontractors to written confidentiality and purpose restrictions consistent with this clause. Provider remains responsible to Client for their performance of these obligations when acting for Provider. Common ownership and technology-supply roles create no exception. Provider shall verify that the terms and configuration of an underlying platform used for Client's data permit Provider to honor this clause; incorporating third-party terms does not grant Provider an independent right to exploit that data. This clause does not itself amend an unsigned third party's agreement.

D6. Independently obtained business. Provider may conduct general advertising and serve people or businesses reached through a documented independent source, without using Protected Information to identify, select, target, approach, or influence them. A public contact detail or later independent inquiry does not excuse an approach prompted by access to Client's records. This clause does not create exclusivity over an industry or prohibit independently developed competing technology.

D6A. Additional services to Client. Provider may offer additional services directly to Client, including consulting, implementation, and services performed with affiliates, subcontractors, or other partners. Provider may use business-contact information and requirements Client supplies directly for account management or sales discussions for that purpose, subject to applicable confidentiality, privacy, and marketing rules and opt-outs. Provider shall not mine Protected Information or other data entrusted solely for processing to develop those offers. Paragraph D3 protects Client's customers and prospects; it does not prohibit Provider from offering services to Client itself.

Any additional purchase requires Client's separate acceptance of the scope, price, and identity of the contracting provider. This clause authorizes no automatic enrollment or charge. When Provider contracts to deliver additional services using a subcontractor, Provider remains responsible under the applicable engagement. When Client contracts separately with a partner, that partner's agreement governs the separate services. A referral or introduction shall identify the partner and use only business-contact information authorized for that introduction under the applicable notices and permissions; this clause alone does not authorize independent partner outreach or disclosure of Client's datasets. Partners receive no right to exploit Protected Information. Subcontracting, access to Client systems, delivery communications, or an NGM-branded inbox does not by itself make Client a direct customer of the subcontractor, transfer the customer contract, or authorize the subcontractor to bind Client. A separate professional relationship must identify the service provider and be expressly accepted by Client under its own scope and agreement.

For NGM engagements, integration, configuration, automation, migration and other implementation work is separately scoped and billed and is not included in the platform subscription. NGM may engage qualified resources to deliver its agreed Services and remains responsible for Services it contracts to provide. CIO and fractional CIO services are outside NGM's offering and require a separate engagement with the identified provider.

D7. Continuing protection and response. These restrictions survive termination and any shorter general confidentiality period. Continued possession for an authorized export, backup, legal retention, or dispute purpose does not permit marketing or other independent exploitation. Return and deletion remain subject to the applicable data-processing and retention terms and law. On learning of misuse by Provider or persons acting for it, Provider shall promptly stop the misuse, notify Client without undue delay unless legally prohibited, investigate and remediate it, and cooperate with Client on required end-customer notices and corrective steps. Client does not indemnify Provider for Provider's own violation of this clause or violations by persons for whom Provider is responsible. A violation involving Protected Information is treated as a breach of confidentiality for the agreement's remedies and liability provisions. No reuse, feedback, portfolio, residual-knowledge, or general service-improvement provision overrides this clause. For actual or reasonably suspected unauthorized access, acquisition, use, disclosure, alteration, loss or destruction of entrusted Customer Data under Provider's or its subprocessor's control, Provider shall notify Client without undue delay and no later than 72 continuous hours after Provider's awareness, sooner if law requires, unless legally prohibited. Supplier notifications or credible evidence received by service/security personnel trigger assessment; final confirmation and management escalation are not prerequisites. Supply available facts first and material updates as learned.

9. Confidentiality

Each party will keep the other’s non-public business information confidential and use it only to perform under this Agreement. Exclusions: information that is or becomes public through no breach; independently developed without use of the other’s confidential information; lawfully received from a third party without duty; or required to be disclosed by law (with prompt notice where legally permitted). Obligations survive for three (3) years after termination, and longer for trade secrets as long as they remain trade secrets.

10. No Personnel Non-Solicitation

This Agreement does not restrict either party from soliciting, hiring or engaging the other party's employees or independent contractors. Confidentiality, protection of Customer Data and agreed intellectual-property rights remain effective without restricting lawful recruiting or independently obtained business.

11. Term and Termination

11.1 Term. This MSA remains in effect while any SOW is in effect, and otherwise until terminated as provided herein. Individual SOW terms control the commercial term of that engagement (including month-to-month).

11.2 Convenience and annual nonrenewal. Month-to-month Services may end on thirty (30) days' written notice unless the accepted Project Record states a different lawful period. An annual prepaid subscription continues through the paid annual term; at least thirty (30) days' notice before its end stops renewal at that year's end and does not itself create a mid-year exit or prorated refund. Renewal duration, price and any price-change notice must be stated in the accepted order. Independent termination for uncured breach, an expressly agreed refund and mandatory law remain effective. The MSA may end on thirty (30) days' notice once no active Project Record remains.

11.3 For cause. Either party may terminate this MSA or an affected SOW for material breach if the breach remains uncured thirty (30) days after written notice (or fifteen (15) days for non-payment of undisputed amounts).

11.4 Effect. Upon termination Client pays for Services performed and authorized expenses through the effective date. Subscription and hosted access end as the accepted terms provide; paid custom-work ownership and the perpetual licence in Section 8.2 survive. Required export assistance, confidentiality, Customer Data protection, accrued payment obligations and enforceable remedies survive as applicable. No percentage-of-remaining-contract early-termination penalty applies unless the accepted Project Record expressly states a different fixed-term commitment. Termination does not convert prepaid subscription fees into an automatic prorated refund; express breach remedies, accepted refund provisions and mandatory law still apply.

11.5 Fixed-term SOWs may include reasonable prepaid or minimum-commitment terms stated in that SOW; those commercial terms control for that SOW only.

12. Disclaimers; Limitation of Liability

12.1 As available. Except as expressly stated in an SOW, Services and any platform access provided in connection with Services are provided as available. NGM disclaims all implied warranties (including merchantability, fitness for a particular purpose, and non-infringement) to the maximum extent permitted by law.

12.2 No lead promises or guarantees. NGM does not promise or guarantee that any Services will produce any leads, any minimum number of leads, or any particular lead volume. No SOW, Order Form, or other commercial schedule provides a lead guarantee. NGM remains responsible for the work it expressly agrees to perform. NGM also does not guarantee rankings, revenue, deliverability, or Third-Party Provider uptime or feature sets. Any expressly agreed service-level or credit terms concern the specified service obligations and do not create a promise of leads.

12.3 Liability cap. Except for (a) a party’s willful misconduct or fraud, (b) Client’s payment obligations, (c) breach of confidentiality, (d) misappropriation of the other party’s IP, or (e) Client’s indemnity obligations under Section 13, each party’s total aggregate liability arising out of this Agreement is limited to the fees paid by Client to NGM under the applicable SOW(s) in the twelve (12) months before the claim (excluding pass-through media, carrier, and Third-Party Provider usage amounts unless the SOW says otherwise).

12.4 Consequential damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, lost data, or lost business opportunity, even if advised of the possibility, to the maximum extent permitted by law.

12.5 Client-directed financial activity. NGM is not responsible for loss of funds to the extent caused by Client's own payment instructions, spending decisions, refunds, pricing, transfers, account changes, credential misuse or other Client acts or omissions. Client remains responsible for its authorized transactions and business decisions. This does not make NGM a custodian, insurer or guarantor of Client's money. It does not excuse NGM's own breach, unauthorized execution, failure to follow agreed limits, or conduct for which liability cannot lawfully be excluded; responsibility is allocated according to each party's contribution and the applicable limitations in this Agreement. Authorizing an automation's agreed scope is not consent to NGM's implementation error or action outside that scope.

13. Indemnity

13.1 By Client. Client will defend, indemnify, and hold harmless NGM and its officers, members, employees, and agents from third-party claims, damages, and reasonable expenses (including attorneys’ fees) arising from: (a) Client Materials or Customer Data; (b) Client’s marketing content, offers, or outreach (including consent and compliance failures); (c) Client’s breach of this Agreement; or (d) Client’s violation of law — except to the extent caused by NGM's breach, negligence, unauthorized acts or willful misconduct, or those of persons for whom NGM is responsible. Client's own authorized financial decisions remain allocated under Section 12.5; mere involvement of Customer Data does not shift Provider-caused loss to Client.

13.2 By NGM. NGM will defend, indemnify, and hold harmless Client from third-party claims that NGM Materials as provided by NGM and used within the license grant infringe a U.S. copyright, provided Client gives prompt notice and reasonable cooperation, and NGM may modify, replace, or procure rights. This does not apply to combinations with Client Materials, Client instructions, or Third-Party Provider platforms not controlled by NGM.

13.3 Claim procedure. The protected party shall promptly give written claim notice and reasonable cooperation; delay relieves the indemnifying party only to the extent materially prejudiced. The indemnifying party may control defense with competent counsel, subject to reasonable conflict safeguards and the protected party's participation at its own expense. A settlement requires the protected party's written consent, not unreasonably withheld, if it admits fault, imposes nonmonetary duties or payment by that party, or fails to provide a full release. Neither party may bind the other to such a settlement without consent. Apply Sections 12–13 together; this procedure creates no new cap or insurance promise.

14. Independent Contractor; Non-Exclusivity

NGM is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or fiduciary relationship. Either party may work with others, including competitors of the other party, subject to confidentiality and IP terms.

15. Assignment

Client may not assign this Agreement without NGM’s prior written consent (not to be unreasonably withheld). NGM may assign to an affiliate or to a successor in connection with a sale of assets or equity, change of control, or reorganization. Binding on permitted successors and assigns.

16. Notices

Notices under this Agreement must be in writing and are deemed given when delivered by hand, overnight courier, email with confirmation of receipt (or without bounce-back if the SOW allows email notice), or certified mail (return receipt requested) to the addresses identified in the accepted Project Record or separate execution record (or updated in writing).

17. Governing Law; Venue; Fees

17.1 Governing law. This Agreement is governed by the laws of the State of South Dakota, without regard to conflict-of-laws rules that would require another jurisdiction’s law.

17.2 Venue. Exclusive venue in state or federal courts located in South Dakota. The parties consent to personal jurisdiction in such courts.

17.3 Attorneys’ fees. The prevailing party in an action to enforce this Agreement may recover reasonable attorneys’ fees and costs.

18. Miscellaneous

18.1 Entire agreement; version evidence. This MSA, accepted Project Records and specifically incorporated terms form the agreement in the stated order of precedence. Acceptance must identify the applicable version of this MSA and its incorporated attachments. Amendments require attributable agreement by authorized representatives, including electronic acceptance or signatures where legally effective. The parties will retain the accepted text, completed schedules and notice and acceptance records. Supplementary website and usage-policy updates may follow an already accepted update mechanism in Terms of Service Section 13. That mechanism does not replace the amendment requirements for this MSA, negotiated Project Records or an accepted DPA/BAA, or retroactively remove vested rights.

18.2 Severability; waiver. If a provision is unenforceable, the remainder continues in effect. Failure to enforce is not a waiver.

18.3 Force majeure. Neither party is liable for delay or failure due to events beyond reasonable control (including Third-Party Provider outages, carrier blocks, acts of God, labor disputes, internet failures, or governmental action), provided the affected party uses reasonable efforts to mitigate.

18.4 Counterparts; electronic signatures. This Agreement may be executed in counterparts (including electronic signature), each of which is deemed an original.

18.5 Construction. Headings are for convenience. “Including” means “including without limitation.”