PMG360 AUDIENCEIQ

MASTER SERVICES AGREEMENT

Version 1.0

Effective Date: July 1, 2026

This Master Services Agreement ("Agreement") is entered into by and between PMG360, Inc., a New Jersey corporation, doing business as AudienceIQ™ ("PMG360," "AudienceIQ," "Provider," "we," "our," or "us"), and the customer identified in an applicable Quote, Order Form, Statement of Work, subscription agreement, online registration, or other purchasing document ("Customer").

This Agreement governs Customer's access to and use of AudienceIQ™ and all related software, data services, audience intelligence services, analytics services, professional services, consulting services, and related offerings provided by PMG360.

By executing a Quote, Order Form, Statement of Work, creating an account, clicking acceptance online, or accessing or using the Services, Customer agrees to be bound by this Agreement.

ARTICLE 1

DEFINITIONS

For purposes of this Agreement, the following definitions shall apply:

1.1 Affiliate

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control means ownership of fifty percent (50%) or more of voting securities or equivalent authority.

1.2 Aggregated Data

"Aggregated Data" means information derived from Customer Data or Service usage data that:

• has been aggregated;
• anonymized;
• de-identified; and
• cannot reasonably be used to identify Customer, an individual, or any specific organization.

1.3 AI Output

"AI Output" means recommendations, classifications, predictive scores, audience models, reports, insights, summaries, analyses, forecasts, or other content generated in whole or in part by artificial intelligence, machine learning, natural language processing, statistical modeling, or automated systems.

1.4 AudienceIQ Platform

"AudienceIQ Platform" means PMG360's proprietary audience intelligence, audience development, data enrichment, analytics, reporting, segmentation, activation, predictive modeling, intent analysis, and AI-enabled software platform.

1.5 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes:

• software;
• source code;
• algorithms;
• business plans;
• pricing;
• audience models;
• customer lists;
• marketing plans;
• financial information;
• Customer Data;
• technical information;
• trade secrets.

1.6 Customer Data

"Customer Data" means all data, content, information, records, files, contacts, lists, campaign data, CRM records, audience information, and other materials submitted, uploaded, transmitted, imported, or otherwise provided by Customer to the Services.

1.7 Documentation

"Documentation" means technical specifications, user guides, manuals, training materials, help resources, and other documentation made available by PMG360.

1.8 Professional Services

"Professional Services" means consulting, implementation, onboarding, managed services, strategy, content services, data services, training, support, and other services identified in a Quote, Order Form, or Statement of Work.

1.9 Quote

"Quote" means any written proposal, pricing document, sales quote, renewal quote, or commercial proposal issued by PMG360 and accepted by Customer.

1.10 Services

"Services" means the AudienceIQ Platform, Professional Services, support services, consulting services, audience intelligence services, AI services, data enrichment services, and all related offerings provided by PMG360.

1.11 Subscription Term

"Subscription Term" means the initial subscription period and any renewal periods identified in an applicable Quote, Order Form, or Statement of Work.

ARTICLE 2

SERVICES

2.1 Provision of Services

PMG360 shall provide Customer with access to the Services purchased under an applicable Quote, Order Form, or Statement of Work.

Services may include:

• Audience intelligence
• Audience development
• Data enrichment
• Intent data analysis
• Predictive analytics
• Audience segmentation
• Contact enrichment
• AI-powered recommendations
• Campaign analytics
• Marketing performance reporting
• Data visualization
• CRM integration
• Marketing automation integration
• Content intelligence
• Managed marketing services
• Professional consulting services

2.2 Service Modifications

PMG360 may update, improve, modify, replace, or discontinue features of the Services from time to time.

PMG360 will use commercially reasonable efforts not to materially reduce core functionality during an active Subscription Term.

2.3 Beta Features

PMG360 may make beta, preview, pilot, early-access, or evaluation features available.

Beta features are provided:

• "AS IS"
• without warranties;
• without service commitments;
• without guaranteed support.

PMG360 may discontinue beta features at any time.

2.4 Professional Services

Professional Services shall be governed by:

1. This Agreement;
2. Applicable Statements of Work; and
3. Applicable Quotes.

Professional Services may include deliverables, milestones, assumptions, timelines, acceptance criteria, and project fees.

ARTICLE 3

CUSTOMER ACCOUNTS

3.1 Account Creation

Customer shall provide accurate and complete information when establishing accounts.

3.2 Account Security

Customer shall:

• maintain password confidentiality;
• restrict unauthorized access;
• promptly notify PMG360 of suspected compromise;
• ensure user compliance with this Agreement.

3.3 Authorized Users

Customer is responsible for all activities performed by Authorized Users.

Customer shall ensure Authorized Users comply with this Agreement.

ARTICLE 4

SUBSCRIPTION LICENSE

4.1 License Grant

Subject to payment of applicable fees and compliance with this Agreement, PMG360 grants Customer a limited:

• non-exclusive;
• non-transferable;
• non-sublicensable;
• revocable

license to access and use the Services during the Subscription Term.

4.2 Restrictions

Customer shall not:

• reverse engineer the Services;
• copy the Platform;
• create derivative works;
• circumvent security controls;
• access source code;
• scrape Platform data;
• build competing products;
• use the Services unlawfully.

4.3 Reservation of Rights

All rights not expressly granted remain the exclusive property of PMG360.

ARTICLE 5

FEES, BILLING, AND PAYMENT

5.1 Fees

Customer shall pay all fees identified in applicable:

• Quotes;
• Order Forms;
• Statements of Work;
• Renewal agreements.

5.2 Payment Terms

Invoices are due upon receipt.

Payments shall be made by:

• ACH;
• wire transfer;
• approved credit card; or
• other mutually approved payment method.

Customer authorizes PMG360 to process recurring subscription charges and renewal fees using approved payment methods.

5.3 Taxes

Fees exclude applicable taxes.

Customer shall be responsible for all sales, use, value-added, withholding, and similar taxes excluding taxes based on PMG360's income.

5.4 Suspension for Nonpayment

PMG360 may suspend Services if undisputed invoices remain unpaid for more than fifteen (15) days after written notice.

5.5 Fee Increases

PMG360 may increase recurring fees upon renewal by providing at least thirty (30) days prior written notice.

ARTICLE 6

TERM AND RENEWAL

6.1 Initial Term

The Subscription Term begins on the effective date identified in the applicable Quote or Order Form.

6.2 Automatic Renewal

Unless either party provides written notice of non-renewal at least thirty (30) days before expiration, subscriptions automatically renew for successive renewal terms equal to the initial term.

6.3 Early Termination

Except as expressly provided herein, subscription fees are non-cancelable and non-refundable.

ARTICLE 7

CUSTOMER RESPONSIBILITIES

7.1 General Responsibilities

Customer shall:

• use the Services in compliance with applicable laws;
• maintain all necessary rights to Customer Data;
• cooperate with PMG360 in connection with delivery of the Services;
• provide timely access to information reasonably required by PMG360;
• maintain appropriate security controls for Customer systems and accounts.

Customer acknowledges that PMG360's performance may depend upon Customer's timely cooperation and participation.

7.2 Compliance with Laws

Customer shall comply with all applicable laws, regulations, and industry standards relating to:

• privacy;
• marketing;
• advertising;
• telecommunications;
• data protection;
• export controls;
• anti-spam requirements; and
• consumer protection.

Customer is solely responsible for determining whether the Services meet Customer's legal and regulatory obligations.

7.3 Marketing Compliance

Where Customer utilizes Services for marketing, lead generation, advertising, audience targeting, email communications, SMS communications, or campaign activation, Customer shall be solely responsible for compliance with:

• CAN-SPAM Act;
• Telephone Consumer Protection Act (TCPA);
• GDPR;
• CCPA/CPRA;
• state privacy laws;
• industry regulations; and
• applicable international regulations.

PMG360 does not provide legal advice and does not warrant Customer's compliance with applicable laws.

7.4 Customer Systems

Customer shall be responsible for:

• internet connectivity;
• internal hardware;
• operating systems;
• browsers;
• third-party applications controlled by Customer; and
• network configurations.

PMG360 shall not be responsible for performance issues caused by Customer environments or third-party systems not controlled by PMG360.

ARTICLE 8

CUSTOMER DATA

8.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

Nothing in this Agreement transfers ownership of Customer Data to PMG360.

8.2 License to Process

Customer grants PMG360 a non-exclusive, worldwide, royalty-free license to:

• host;
• store;
• process;
• analyze;
• transmit;
• display;
• modify solely for formatting purposes; and
• otherwise use Customer Data

to the extent necessary to provide the Services.

8.3 Customer Representations

Customer represents and warrants that:

• Customer owns or controls all necessary rights in Customer Data;
• Customer has obtained all required permissions and consents;
• Customer Data does not violate applicable law;
• Customer Data does not infringe any third-party rights.

8.4 Data Accuracy

Customer is solely responsible for:

• accuracy;
• completeness;
• legality; and
• quality

of Customer Data.

PMG360 shall have no responsibility for verifying Customer Data.

8.5 Data Removal

PMG360 may remove or disable access to Customer Data if PMG360 reasonably believes such data:

• violates law;
• violates this Agreement;
• creates security risks;
• infringes third-party rights.

PMG360 will use reasonable efforts to provide notice where legally permissible.

8.6 Data Retention

Following termination or expiration of Services, PMG360 may retain Customer Data for a commercially reasonable period for:

• backup purposes;
• legal compliance;
• dispute resolution;
• enforcement of rights.

Thereafter, Customer Data may be deleted in accordance with PMG360's retention policies.

8.7 Aggregated and De-Identified Data

PMG360 may collect, generate, analyze, use, publish, and commercialize Aggregated Data.

Aggregated Data shall:

• not identify Customer;
• not identify individuals;
• not contain personally identifiable information.

Aggregated Data shall be owned exclusively by PMG360.

ARTICLE 9

DATA PRIVACY AND COMPLIANCE

9.1 Privacy Compliance

Each party shall comply with applicable privacy and data protection laws.

Such laws may include:

• GDPR;
• UK GDPR;
• CCPA;
• CPRA;
• Virginia Consumer Data Protection Act;
• Colorado Privacy Act;
• Connecticut Data Privacy Act;
• Utah Consumer Privacy Act;
• and other applicable privacy regulations.

9.2 Data Processing Addendum

Where required by law, the parties shall enter into a Data Processing Addendum ("DPA").

The DPA shall be incorporated into and form part of this Agreement.

9.3 Customer Responsibility

Customer shall be responsible for obtaining:

• notices;
• disclosures;
• consents;
• permissions; and
• legal bases

necessary for Customer's collection and use of personal information.

9.4 Sensitive Data

Unless expressly authorized in writing by PMG360, Customer shall not upload:

• protected health information;
• payment card information;
• social security numbers;
• government identification numbers; or
• special categories of personal data

into the Services.

9.5 Cross-Border Transfers

Where personal information is transferred internationally, the parties shall cooperate in implementing legally required transfer mechanisms.

ARTICLE 10

SECURITY

10.1 Security Program

PMG360 shall maintain a commercially reasonable information security program designed to:

• protect confidentiality;
• protect integrity;
• protect availability

of Customer Data.

10.2 Administrative Safeguards

Security controls may include:

• employee confidentiality obligations;
• security awareness training;
• access management procedures;
• incident response planning.

10.3 Technical Safeguards

Security controls may include:

• encryption in transit;
• authentication controls;
• role-based permissions;
• monitoring systems;
• vulnerability management.

10.4 Physical Safeguards

Where applicable, PMG360 shall maintain reasonable physical security protections for facilities under its control.

10.5 Security Incidents

PMG360 shall notify Customer without unreasonable delay following confirmation of a Security Incident materially affecting Customer Data.

Notification shall include information reasonably available at the time.

10.6 No Absolute Security Guarantee

Customer acknowledges that no system can be guaranteed completely secure.

PMG360 does not warrant that unauthorized access, cyberattacks, or security breaches will never occur.

ARTICLE 11

CONFIDENTIALITY

11.1 Confidentiality Obligations

Each party agrees to:

• protect Confidential Information;
• use Confidential Information only for purposes of this Agreement; and
• restrict disclosure to authorized personnel with a need to know.

11.2 Standard of Care

Confidential Information shall be protected using at least the same degree of care used to protect the receiving party's own confidential information, and no less than reasonable care.

11.3 Exclusions

Confidential Information does not include information that:

• is publicly available;
• was already known without restriction;
• is independently developed;
• is lawfully received from a third party.

11.4 Required Disclosures

A party may disclose Confidential Information when required by law, court order, or governmental request, provided reasonable notice is given when legally permissible.

11.5 Duration

Confidentiality obligations shall survive for five (5) years following termination.

Trade secrets and Customer Data shall remain protected for so long as they remain confidential under applicable law.

ARTICLE 12

INTELLECTUAL PROPERTY

12.1 PMG360 Intellectual Property

PMG360 owns all right, title, and interest in and to:

• AudienceIQ Platform;
• software;
• databases;
• algorithms;
• audience models;
• analytics methodologies;
• machine learning models;
• AI systems;
• reports;
• dashboards;
• Documentation;
• trademarks;
• trade secrets;
• derivative works.

12.2 No Implied Rights

No rights are granted except those expressly set forth in this Agreement.

12.3 Feedback

Customer grants PMG360 a perpetual, irrevocable, worldwide, royalty-free right to use feedback, suggestions, recommendations, and enhancement requests without restriction or compensation.

12.4 Deliverables

Unless otherwise stated in a Statement of Work, all methodologies, templates, frameworks, software, and proprietary tools utilized in Professional Services remain the property of PMG360.

Customer receives a non-exclusive internal business-use license to deliverables specifically created and paid for under an applicable Statement of Work.

ARTICLE 13

ARTIFICIAL INTELLIGENCE AND AUTOMATED DECISION-MAKING

13.1 AI Features

The Services may utilize:

• artificial intelligence;
• machine learning;
• predictive analytics;
• natural language processing;
• statistical modeling;
• automated decision-support technologies.

13.2 Informational Use Only

AI Outputs are intended solely as informational tools to assist Customer decision-making.

Customer remains solely responsible for all:

• marketing decisions;
• business decisions;
• compliance decisions;
• audience targeting decisions;
• purchasing decisions.

13.3 No Performance Guarantees

PMG360 does not guarantee:

• lead volume;
• revenue;
• campaign performance;
• conversion rates;
• sales outcomes;
• marketing success.

13.4 Human Review

Customer should independently review and validate AI Outputs before relying upon them.

AI Outputs may contain inaccuracies, errors, omissions, or outdated information.

13.5 Model Improvements

PMG360 may utilize anonymized usage information and Aggregated Data to improve AI systems and platform performance.

ARTICLE 14

THIRD-PARTY SERVICES

14.1 Third-Party Integrations

Services may integrate with third-party products including:

• HubSpot;
• Salesforce;
• Microsoft;
• Google;
• LinkedIn;
• Meta;
• CRM systems;
• marketing automation platforms;
• analytics platforms;
• advertising platforms;
• data providers;
• identity providers;
• customer support platforms; and
• other platforms and technologies as required.

14.2 Third-Party Terms

Customer's use of third-party services may be subject to separate third-party agreements.

PMG360 is not responsible for third-party terms or policies.

14.3 Third-Party Availability

PMG360 does not guarantee:

• availability;
• performance;
• functionality;
• compatibility

of third-party products or services.

14.4 Third-Party Data

Data obtained from third-party providers may be subject to:

• licensing restrictions;
• usage restrictions;
• accuracy limitations;
• availability limitations.

Customer agrees to comply with all applicable third-party usage requirements.

ARTICLE 15

WARRANTIES

15.1 Mutual Authority

Each party represents and warrants that:

• it is duly organized and validly existing;
• it has full authority to enter into this Agreement;
• execution of this Agreement does not violate any other agreement binding upon such party.

15.2 Performance Warranty

PMG360 warrants that:

• the Services will be provided in a professional and workmanlike manner;
• Professional Services will be performed by qualified personnel;
• PMG360 will use commercially reasonable efforts to provide Services substantially consistent with applicable Documentation.

15.3 Exclusive Remedy

Customer's exclusive remedy for breach of Section 15.2 shall be:

1. re-performance of the deficient Services; or
2. if re-performance is not commercially reasonable, refund of fees paid for the affected Services.

15.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED:

• "AS IS";
• "AS AVAILABLE";
• WITH ALL FAULTS.

PMG360 DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• TITLE;
• ACCURACY OF DATA;
• UNINTERRUPTED OPERATION.

PMG360 DOES NOT WARRANT THAT:

• SERVICES WILL BE ERROR FREE;
• SERVICES WILL OPERATE WITHOUT INTERRUPTION;
• ALL DEFECTS WILL BE CORRECTED;
• THIRD-PARTY DATA WILL BE ACCURATE.

ARTICLE 16

INDEMNIFICATION

16.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless PMG360 and its officers, directors, employees, agents, successors, and assigns from and against any third-party claims, damages, liabilities, costs, expenses, judgments, settlements, and attorneys' fees arising from:

• Customer Data;
• Customer's violation of law;
• Customer's breach of this Agreement;
• Customer's misuse of the Services;
• Customer's violation of third-party rights.

16.2 PMG360 Intellectual Property Indemnity

PMG360 shall defend Customer against third-party claims alleging that the AudienceIQ Platform directly infringes a valid United States copyright, trademark, or patent.

PMG360 shall pay damages finally awarded against Customer or agreed in settlement.

16.3 Conditions

Indemnification obligations are conditioned upon:

• prompt written notice;
• reasonable cooperation;
• sole control of defense and settlement by the indemnifying party.

16.4 Exclusions

PMG360 shall have no indemnification obligation arising from:

• Customer modifications;
• combinations with third-party products;
• unauthorized use;
• Customer Data;
• use contrary to Documentation.

16.5 Infringement Remedies

If Services become subject to an infringement claim, PMG360 may:

• modify the Services;
• obtain rights for continued use;
• replace affected functionality; or
• terminate affected Services and refund prepaid unused fees.

These remedies constitute Customer's exclusive remedies for intellectual property claims.

ARTICLE 17

LIMITATION OF LIABILITY

17.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• CONSEQUENTIAL DAMAGES;
• EXEMPLARY DAMAGES;
• PUNITIVE DAMAGES;
• LOST PROFITS;
• LOST REVENUE;
• LOST BUSINESS OPPORTUNITIES;
• LOSS OF GOODWILL;
• LOSS OF ANTICIPATED SAVINGS;
• BUSINESS INTERRUPTION.

WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

17.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PMG360 DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

17.3 Excluded Claims

The liability cap shall not apply to:

• Customer payment obligations;
• Customer indemnification obligations;
• fraud;
• willful misconduct;
• violation of intellectual property rights;
• unauthorized disclosure of Confidential Information.

17.4 Essential Basis

The parties acknowledge that the limitations contained herein are a fundamental basis of the bargain and allocation of risk.

ARTICLE 18

INSURANCE

18.1 PMG360 Insurance

PMG360 shall maintain commercially reasonable insurance coverage, including as appropriate:

• Commercial General Liability;
• Technology Errors and Omissions;
• Cyber Liability;
• Workers' Compensation.

Coverage amounts may be modified from time to time based on business requirements.

18.2 Certificates

Upon reasonable written request from enterprise customers, PMG360 may provide certificates of insurance evidencing applicable coverage.

ARTICLE 19

SUSPENSION AND TERMINATION

19.1 Suspension Rights

PMG360 may suspend access immediately if:

• Customer violates this Agreement;
• security risks exist;
• unlawful activity is suspected;
• fees remain unpaid;
• suspension is necessary to protect the Services.

19.2 Termination for Cause

Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured thirty (30) days after written notice.

19.3 Insolvency

Either party may terminate if the other party:

• becomes insolvent;
• enters bankruptcy;
• makes an assignment for benefit of creditors;
• ceases business operations.

19.4 Effect of Termination

Upon termination:

• licenses immediately terminate;
• Customer access ceases;
• outstanding fees become immediately due;
• confidentiality obligations survive;
• applicable sections intended to survive shall survive.

19.5 Survival

The following shall survive termination:

• payment obligations;
• confidentiality;
• intellectual property;
• indemnification;
• limitation of liability;
• dispute resolution;
• governing law;
• survival provisions by their nature.

ARTICLE 20

PUBLICITY AND MARKETING RIGHTS

20.1 Customer Identification

Unless otherwise agreed in writing, PMG360 may identify Customer as a customer of AudienceIQ.

Such use may include:

• customer lists;
• presentations;
• sales materials;
• website references;
• investor materials.

20.2 Logo Usage

PMG360 may use Customer's name and logo solely for identifying Customer as a customer.

20.3 Opt-Out

Customer may opt out of publicity rights through written notice to PMG360.

ARTICLE 21

EXPORT CONTROLS AND SANCTIONS

21.1 Compliance

Customer shall comply with all applicable:

• export control laws;
• economic sanctions laws;
• trade restrictions.

21.2 Restricted Parties

Customer shall not use the Services:

• in embargoed jurisdictions;
• for prohibited end uses;
• on behalf of sanctioned persons or entities.

21.3 Government Restrictions

The Services may not be exported or re-exported in violation of applicable law.

ARTICLE 22

DISPUTE RESOLUTION

22.1 Good Faith Negotiations

Before initiating formal proceedings, the parties shall attempt in good faith to resolve disputes through executive-level discussions.

22.2 Escalation

A party asserting a dispute shall provide written notice describing:

• the issue;
• requested resolution;
• supporting facts.

Senior representatives shall meet within thirty (30) days to attempt resolution.

22.3 Injunctive Relief

Nothing in this Agreement prevents either party from seeking immediate equitable relief to protect:

• intellectual property;
• confidential information;
• proprietary rights.

ARTICLE 23

GOVERNING LAW AND VENUE

23.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflict of law principles.

23.2 Exclusive Venue

Any action arising out of or relating to this Agreement shall be brought exclusively in:

• the Superior Court of New Jersey; or
• the United States District Court having jurisdiction over Monmouth County, New Jersey.

23.3 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of such courts.

23.4 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

ARTICLE 24

FORCE MAJEURE

24.1 Excused Performance

Neither party shall be liable for delays or failures resulting from causes beyond reasonable control, including:

• natural disasters;
• hurricanes;
• floods;
• earthquakes;
• pandemics;
• governmental actions;
• labor disputes;
• utility failures;
• internet outages;
• cyberattacks;
• acts of war;
• terrorism.

24.2 Mitigation

The affected party shall use commercially reasonable efforts to mitigate the impact of the force majeure event.

24.3 Extended Force Majeure

If a force majeure event continues for more than ninety (90) consecutive days and materially prevents performance, either party may terminate affected Services upon written notice.