Master Services Agreement

[COUNSEL] M1: An authorized Client representative accepts this agreement and a campaign order electronically or in a signed writing. Each order must identify the Client legal entity and payer, authorized contacts, currency, monthly commitment, term and start date, prepayment schedule, CPM rate or rate table, eligible platforms and markets, measurement window and source, delivery scope, reporting, approval obligations, and any agreed exceptions. Orders must also state whether a beta is included. Accepting this MSA without an order does not itself purchase an unspecified campaign. A purchase-order footer does not change agreed terms unless both parties expressly accept the change.

TrueWave operates the campaign for the Client, coordinating creator sourcing and onboarding, briefs, content slots, scripts, review, posting, measurement, reporting and creator compensation. The order identifies what TrueWave will deliver and what the Client supplies. The Client must provide authorized brand materials, accurate and substantiated product claims, access and timely feedback. Changes to quantity, markets, usage rights, timing or price require a recorded agreement by authorized representatives before the affected work proceeds.

[COUNSEL] M2: TrueWave will use reasonable professional care to meet the order's delivery obligations. A forecast is not a guaranteed impression, sales or conversion result. An order that guarantees volume must specify its measurement, make-good or refund remedy, exclusions and deadline. Define acceptance/revision windows and treatment of Client delays in the order. A silence-based acceptance or unlimited revision obligation is not supplied by this draft.

The Client prepays the monthly commitment specified in the order before that month's funded activity begins. Billable campaign charges are calculated as eligible measured impressions divided by 1,000, multiplied by the agreed CPM for the applicable platform/market/tier. For example, 250,000 eligible impressions at USD 8 CPM produce USD 2,000 of campaign charges; these figures illustrate arithmetic only and are not a rate offer. The statement applies the prepaid amount against the month's charges and separately identifies any agreed service fee, tax, adjustment or approved overage. Creator pay is determined by creator offers, not by treating the Client's CPM as a creator rate.

[COUNSEL] M3: Each order must settle whether the monthly commitment is a minimum spend, how undelivered commitment and unused prepayment are credited, rolled forward or refunded, whether overages require prior approval, payment due dates and any currency/FX allocation. Do not silently forfeit unused prepayments or assume an unlimited overage authorization. No funded campaign begins with these commercial fields unresolved. TrueWave may pause new unfunded work after notice, subject to existing earned-payment obligations. Define lawful taxes/withholding, invoice requirements and any collection charges in the order; no late-interest rate is presumed.

Reports identify the campaign, covered platforms, observation window, eligible impressions, rate basis and adjustments. The order must define attribution, cross-post treatment, duplicate exclusion, invalid traffic, deleted/private posts and delayed observations. A missing or held measurement is not evidence of zero delivery. TrueWave will identify material measurement gaps and reconcile them against available source evidence. Corrected billing must show what changed, with an adjustment trail; it must not silently overwrite the originally billed basis.

[COUNSEL] M4: Agree a reporting cadence, review/dispute window, evidence access, reconciliation owner and escalation procedure. During a good-faith dispute the parties work to resolve affected charges and pay undisputed amounts when due. Specify any independent audit scope and cost allocation. Platform metrics can change; the order's measurement rules determine billing rather than an unstated perpetual recount.

TrueWave arranges fixed and per-slot performance compensation with creators and administers payment through the agreed rails. The Client supplies funds under this MSA; creators' earned claims remain governed by their offers. KYC and payout data may be processed through Glide/Noah, SideShift, PayPal or banks as applicable.

[COUNSEL] M5: Confirm whether the Company is principal, disclosed agent or another contractual actor in each payment flow, and align partner contracts accordingly. Client prepayments fund contracted services; this agreement does not promise escrow, trust segregation, deposit insurance or a regulated financial account. Do not make Client receipt of raw KYC documents a condition of ordinary campaign reporting. No party may require a creator to conceal a paid relationship.

[COUNSEL] M6: Each party must protect the other's nonpublic briefs, commercial terms, credentials and business information using reasonable care and restrict access to persons needing it for the engagement. Information independently developed, already lawfully known, lawfully obtained without restriction or public without breach is excluded. Legally compelled disclosures must be limited, with prior notice where lawful. Confirm confidentiality duration and trade-secret treatment. The Privacy Policy describes personal-data handling; where a processor relationship exists, execute a DPA stating instructions, categories, security, subprocessors, transfers, incidents, assistance and return/deletion. Confidentiality language alone does not satisfy that requirement.

[COUNSEL] M7: The Client keeps its brand materials and licenses them to the Company and assigned creators only as needed for authorized campaign production. For commissioned deliverables, the Company will obtain creator rights for transfer to the named Client. The Creator Agreement assigns eligible original deliverable rights directly to that Client upon payment of the creator's earned compensation for those deliverables, with an interim campaign-use licence. The order must identify the Client, deliverables, advertising/reuse scope, territory and any agreed limits; the Company must not promise rights broader than it actually obtains. Pre-existing creator materials, music, stock media, platform audio, personality and third-party rights remain subject to specifically cleared licences. The Company retains its platform technology and general tools. AI output is not represented as necessarily copyrightable or exclusive. Confirm local assignment formalities, moral rights and talent releases before use.

[COUNSEL] M8: The term and any renewal are specified in the order; this draft creates no automatic renewal. Either party may terminate for a material breach not cured within 30 days after written notice, or sooner where law requires cessation. Confirm the cure period, insolvency provisions and any early-exit charges. On termination reconcile eligible delivery, approved noncancelable costs and prepayment; refund or credit unused amounts under the order without double recovery. Earned creator compensation remains due. Arrange reasonable access to Client campaign exports, subject to lawful retention and other persons' rights, on a documented exit schedule. Payment, vested IP, confidentiality and dispute obligations survive as applicable.

[COUNSEL] M9: Each party warrants that it has authority to contract and supply the materials it provides. Except for express obligations, neither party promises uninterrupted third-party services or a specific campaign outcome. To the extent lawful, implied warranties are excluded. For third-party claims arising from a party's supplied infringing materials or unlawful instructions, that party will defend the claim and pay finally awarded damages or approved settlements attributable to that conduct. The other party must promptly notify, cooperate reasonably and allow control of the defense; no settlement may admit its fault or impose obligations without its consent. Counsel must settle scope, exclusions for modifications/combinations, remedies and interaction with the liability cap.

[COUNSEL] M10: Subject to nonwaivable law, neither party owes the other indirect or consequential damages under this MSA. Each party's total liability for claims under an order is capped at fees paid or payable under that order in the twelve months before the event giving rise to the claim. Accrued fees, earned creator payments and refunds expressly owed are payment obligations, not capped damages. Fraud, intentional misconduct and liability that law forbids limiting are excluded from the cap. Counsel must decide treatment of confidentiality, data incidents, IP claims, gross negligence and indemnities, and confirm that the cap fits the prepaid service model. This draft is not a statement of insured coverage.

[COUNSEL] M11: Delaware substantive law governs, without its conflict rules, subject to nonwaivable applicable law. Disputes go to state courts in New Castle County, Delaware, or the United States District Court for the District of Delaware if federal jurisdiction exists. Confirm jurisdiction over each Client and any mandatory local venue. Neither party may assign the agreement without the other's consent, except as part of a genuine business succession that preserves obligations, subject to counsel review. Events outside reasonable control excuse only affected performance while promptly notified and mitigated; earned payments are not erased. The DPA controls personal-data processing conflicts, followed by express order departures, this MSA and then the Terms of Use. Notices go to the order's contacts and hello@truewave.live; verify postal service details. This agreement and its accepted order replace prior discussions on their subject; amendments require recorded mutual assent.