sided.

Master Services Agreement

Last Updated: October 10, 2025

This Sided Master Services Agreement (this “Agreement”) governs the provision of services by Sided, Inc., a Delaware corporation with its principal place of business at 4653 Carmel Mountain Road, #308‑215, San Diego, CA 92130 (“Sided”), to the customer identified in the applicable Order Form (“Customer”). This Agreement is incorporated by reference into and made part of each executed Order Form that references it. The effective date of this Agreement with respect to each Order Form shall be the Effective Date set forth in that Order Form.

1. Services and Access

Sided will provide Customer with access to and use of the Sided platform and related services described in each applicable Order Form (collectively, the “Services”). Subject to the terms of this Agreement, Sided grants Customer a limited, non‑exclusive, non‑transferable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes.

2. Term

This Agreement will commence on the Effective Date of the first Order Form and continue in effect until terminated in accordance with this Section. Each Order Form will specify its own Subscription Term and renewal provisions.

3. Fees and Payment

  • Fees for the Services are set forth in the applicable Order Form. Unless otherwise stated, all fees are quoted and payable in U.S. dollars.
  • Invoices are due within thirty (30) days of the invoice date unless otherwise specified. Sided may accept payment by credit card, wire transfer, ACH, or other mutually agreed method.
  • Late payments may accrue interest at a rate of 1.5% per month (or the highest rate permitted by law, if lower). Customer is responsible for all applicable taxes, excluding taxes based on Sided’s income.

4. Customer Responsibilities

  • Customer is responsible for maintaining the confidentiality of account credentials and all activity occurring under its accounts.
  • Customer shall not use the Services in violation of any law or regulation, to infringe or misappropriate third‑party rights, or to distribute harmful or unlawful content.
  • Customer shall not copy, modify, reverse engineer, decompile, or attempt to derive the source code of the Services.

5. Data and Privacy

Customer retains ownership of all data, content, and information submitted through the Services (“Customer Data”). Customer grants Sided a limited, non‑exclusive license to host, process, and transmit Customer Data solely to provide and improve the Services. Sided’s use of personal data is governed by its Privacy Policy.

Sided may use aggregated, anonymized data derived from Customer’s use of the Services for analytics and product improvement, provided such data does not identify Customer or its users.

6. Confidentiality

Each party (“Receiving Party”) agrees to protect the confidentiality of non‑public information disclosed by the other (“Disclosing Party”) that is marked or reasonably understood to be confidential (“Confidential Information”). The Receiving Party shall use such information only as necessary to perform its obligations under this Agreement and protect it with the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

This obligation does not apply to information that is: (a) publicly available without breach; (b) independently developed without use of Confidential Information; or (c) required to be disclosed by law, in which case the Receiving Party shall, where legally permitted, provide prior notice to the Disclosing Party.

7. Intellectual Property

Except for the limited rights expressly granted, Sided retains all rights, title, and interest in and to the Services, software, and all related intellectual property. No rights are granted by implication. Customer may provide feedback or suggestions, which Sided may freely use without obligation.

8. Warranties and Disclaimers

Sided warrants that the Services will perform materially in accordance with its documentation during the applicable Subscription Term. Sided does not warrant that the Services will be uninterrupted or error‑free.

Except as expressly stated, the Services are provided “AS IS” and without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, or non‑infringement.

9. Indemnification

  • By Sided: Sided shall defend and indemnify Customer against any claim alleging that the Services infringe a third‑party’s U.S. intellectual property rights, provided Customer promptly notifies Sided and cooperates in the defense. Sided may, at its option, (a) modify the Services to be non‑infringing, (b) procure a license, or (c) terminate the affected Order Form with a refund for unused prepaid fees.
  • By Customer: Customer shall defend and indemnify Sided from claims arising from Customer’s use of the Services in violation of this Agreement or applicable law.

10. Limitation of Liability

  • Neither party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits or revenue.
  • 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 under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim.

11. Termination

Either party may terminate this Agreement or an Order Form upon thirty (30) days’ written notice if the other party materially breaches and fails to cure within such period. Upon termination, Customer’s right to access the Services ceases, and Customer must delete all materials obtained from the Services. Sections 5 through 12 shall survive termination.

12. General

  • Governing Law: This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Diego County, California.
  • Assignment: Neither party may assign this Agreement without the other’s written consent, except to a successor in connection with a merger or sale of substantially all assets.
  • Force Majeure: Neither party is liable for delays or failures due to causes beyond reasonable control, such as natural disasters, war, terrorism, or internet outages.
  • Notices: Notices to Sided must be sent to legal@sided.co.
  • Entire Agreement: This Agreement and all Order Forms constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the subject matter.
  • Amendments: Sided may update this Agreement from time to time by posting a revised version at https://sided.ai/legal/msa. The version in effect as of the Effective Date of an Order Form governs that Order Form.

This Agreement is incorporated by reference into each Order Form referencing the Sided Master Services Agreement available at https://sided.ai/legal/msa.