Prime Chase Data Master Services Agreement

Last updated: August 22, 2025

This Master Services Agreement sets the terms for services provided by Prime Chase Data, Inc. ("Provider," "we," or "us"), a Delaware corporation authorized to do business in New York, with principal office at Brooklyn, New York, to the Customer identified in a Statement of Work or Order Form ("SOW"). By signing an SOW or ordering services from us, you agree to this Agreement. Project specifics will live in one or more SOWs. If there is a conflict, the SOW controls for that project.

If you have a separately signed master agreement with us, that signed agreement controls where it differs.

1. Scope and structure

1.1 Services

We provide B2B growth and data enrichment services, including lead generation, data validation, contact enrichment, SEO optimization, PPC management, business intelligence dashboards, content marketing, and go-to-market strategy (the "Services").

1.2 SOWs

Each SOW will describe the scope, deliverables, timeline, fees, and assumptions.

1.3 Order of precedence

For the applicable project: a) the SOW, then b) this Agreement.

2. Term, renewal, and termination

2.1 Term

This Agreement starts on the Effective Date of your first SOW and continues until ended under this section.

2.2 SOW terms

Each SOW states its own start, end, and renewal, if any.

2.3 Termination for cause

Either party may terminate an SOW or this Agreement with 30 days written notice if the other party materially breaches and does not cure within that period. Either party may terminate immediately if the other party becomes insolvent or ceases business.

2.4 Effect of termination

You will pay for Services delivered and approved expenses through the termination date. If we materially breach and do not cure, we will refund any prepaid but unused fees for the affected SOW.

2.5 Survival

Sections that by nature should survive will survive, including Fees, Confidentiality, IP, Data Protection, Disclaimers, Indemnities, Liability Limits, Non-solicitation, Governing Law, and General Terms.

3. Fees, billing, and expenses

3.1 Fees and models

Fees appear in the SOW. Time and materials are billed monthly in arrears unless the SOW says otherwise. Fixed-fee work may be milestone based.

3.2 Invoices and payment

Unless the SOW states otherwise, invoices are due net 30 from invoice date in U.S. dollars by ACH, wire, or card. You must notify us of any good-faith dispute within 10 days of invoice receipt and pay the undisputed portion on time.

3.3 Late amounts

Undisputed overdue amounts accrue interest at 1.5 percent per month or the maximum allowed by law, whichever is lower. We may suspend Services after 15 days past due with notice and will resume after payment clears. You will reimburse reasonable collection costs.

3.4 Taxes

Fees are exclusive of taxes. You are responsible for sales, use, VAT, GST, and similar taxes, excluding our income taxes.

3.5 Expenses

Pre-approved, reasonable out-of-pocket expenses will be invoiced with receipts.

3.6 Media and pass-through costs

Platform spend, third-party tools, and production vendors are paid directly by you or reimbursed at cost if we advance funds. We may pause campaigns if funding is not available.

3.7 Billing policies

A public overview of our billing practices is posted at our Billing Policies page. If there is a conflict, this Agreement or an executed SOW will govern.

4. Change management and acceptance

4.1 Changes

Either party may request scope changes in writing. Changes that affect price, timeline, or deliverables require a signed change order.

4.2 Acceptance

Unless the SOW sets different criteria, you will review deliverables within 7 days of delivery. If you do not provide written rejection with specific reasons in that period, the deliverable is accepted.

5. Customer responsibilities

5.1 Access and inputs

Provide timely access to accounts, data, approvals, and personnel. Schedules depend on timely inputs.

5.2 Customer-owned accounts

Unless a SOW says otherwise, ad accounts, commerce accounts, domains, and payment gateways will be provisioned in your name and remain your property. You will grant us the access needed to perform the Services.

5.3 Platform compliance

You are responsible for compliance with third-party platform terms, including Shopify, TikTok, Meta, Google, Amazon, and others. Platform rules, fees, and features can change without notice.

6. Intellectual property

6.1 Deliverables

Upon full payment, you own the specific deliverables identified in the SOW, excluding Provider Tools.

6.2 Provider Tools

"Provider Tools" means our pre-existing or general tools, templates, methods, code snippets, connectors, libraries, processes, know-how, and improvements. We retain all rights in Provider Tools. We grant you a perpetual, worldwide, non-exclusive, royalty-free license to use Provider Tools as embedded in the deliverables for your internal business.

6.3 Background materials

Each party retains ownership of materials it brings to the engagement. Each party grants the other a limited license to use those materials to perform the Services.

6.4 Open source and third-party items

Open source components and third-party materials are licensed to you under their respective licenses or terms.

6.5 Portfolio use

With your written consent, which will not be unreasonably withheld, we may reference non-confidential work product and your logo in portfolios and case studies.

7. Confidentiality

7.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other that is labeled confidential or should reasonably be considered confidential.

7.2 Use and care

The receiving party will protect Confidential Information with at least the same care it uses for its own information, not less than reasonable care, and will use it only to perform this Agreement.

7.3 Exclusions

Information is not confidential if it is public without breach, already known, independently developed, or rightfully received from a third party without duty.

7.4 Required disclosure

The receiving party may disclose as required by law after giving prompt notice if legally permitted.

8. Data protection and security

8.1 Roles

For personal data that you control and we process to deliver Services, we act as a processor and you act as a controller.

8.2 DPA

The parties will adopt a Data Processing Addendum. Our DPA is incorporated by reference and available upon request.

8.3 Security

We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer data.

8.4 Anonymized insights

We may use aggregated and de-identified operational insights to improve Services. We will not disclose your Confidential Information or personal data.

9. Warranties and disclaimers

9.1 Our warranty

We will perform the Services in a professional and workmanlike manner using qualified personnel.

9.2 Your warranty

You have the rights needed for assets, data, and accounts you provide, and your stores and campaigns will comply with applicable laws and platform rules.

9.3 Disclaimer

Except for the express warranties above, the Services and deliverables are provided "as is." We do not guarantee specific commercial outcomes such as sales volume, CPA, ROAS, rankings, or uptime of third-party platforms.

10. Indemnification

10.1 By Provider

We will defend and indemnify you against third-party claims alleging that our deliverables, as delivered and used according to the SOW, infringe a United States copyright, trademark, or trade secret. If infringement is found or likely, we may modify the deliverable, replace it, or refund unused fees for the affected portion.

10.2 By Customer

You will defend and indemnify us against third-party claims arising from your assets, instructions, products, or unlawful use of platforms or data.

10.3 Conditions

The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party.

11. Limitations of liability

11.1 No indirect damages

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, even if advised of the possibility.

11.2 Cap

Each party's total liability arising out of or related to this Agreement will not exceed the fees paid or payable by you to us for the Services under the applicable SOW in the 12 months before the event giving rise to the claim. This cap does not apply to payment obligations, breach of confidentiality, IP infringement indemnity, or a party's fraud, gross negligence, or willful misconduct.

12. Non-solicitation

For the term of the Agreement and 12 months after, neither party will solicit for employment the other party's employees who worked on the account, without written consent. This does not restrict general job advertising.

13. Independent contractor and subcontractors

We are an independent contractor. We may use qualified subcontractors and remain responsible for their work.

14. Compliance

Each party will comply with applicable laws, including anti-corruption, export controls, sanctions, privacy laws, and fair competition laws. If you engage freelance workers in New York, you are responsible for any additional statutory obligations that apply to those freelancers.

15. Publicity

Either party may issue a joint press release or case study with the other party's prior written approval.

16. Notices

Notices must be in writing and delivered by email with confirmation, courier, or certified mail to the addresses below or as updated in writing.

Notices are effective on receipt.

17. Governing law and venue

This Agreement is governed by the laws of the State of New York, without regard to conflict of laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York County, New York.

18. Force majeure

Neither party is liable for delay or failure due to events beyond reasonable control, including natural disasters, labor disputes, internet or hosting failures, and platform outages. Payment obligations are excluded.

19. Assignment

Neither party may assign this Agreement without the other party's consent, except to an affiliate or a successor in a merger, reorganization, or sale of substantially all assets, provided the assignee assumes all obligations.

20. General terms

20.1 Entire agreement

This Agreement and the SOWs are the entire agreement for the subject matter.

20.2 Amendments

Changes must be in writing and signed. Updates we post will apply to new SOWs and renewals, not to active SOWs unless both parties agree in writing.

20.3 Severability

If a provision is unenforceable, the rest remains in effect.

20.4 Waiver

Failure to enforce a right is not a waiver.

20.5 No exclusivity

We may work with other customers, including competitors.

20.6 Counterparts and e-signatures

The parties may sign electronically and in counterparts, which together form one instrument.