Master Services Agreement

Last Updated: September 30, 2026

THIS MASTER SERVICES AGREEMENT (hereinafter, “MSA”) contains the terms and conditions that govern Client’s access and use of the Services (defined below) and constitutes an agreement between Brandpoint (a division of ARAnet, Inc.) a Minnesota Corporation, with its principal place of business located at 850 5th Street South, Hopkins, MN 55343 (“Brandpoint”) and the organization, agency, or entity (the “Client”) who has entered into, agreed to, accepted, submitted, or otherwise assented to an order form, invoice, purchase order, subscription purchase, account creation, or other action to access or use a Service (each, an “Order”).

This MSA, together with the terms and conditions of any applicable Order, Brandpoint’s applicable privacy policies, and any applicable Services terms, constitute the “Agreement.” By accessing or using a Service in any capacity, the individual doing so enters into this Agreement on behalf of themselves and any entity on whose behalf they access and use the Service.

This Agreement will be binding on Client upon the earliest of: (a) Client’s submission, payment, or acceptance of an Order, or (b) Client’s installation, access, or use of a Service (such date, the “Effective Date”). The parties may, if mutually agreed, enter into subsequent Orders for additional Services. In the event of any conflict between the terms and conditions of this MSA and the terms and conditions of an Order, the Order shall prevail to the extent it specifically modifies a provision herein.

In consideration of and for the mutual promises and covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:

  1. SERVICES. Each Order will specify the products or services to be provided by Brandpoint (each, a “Service”), which could include Brandpoint’s media creation, placement, distribution, and promotion services (the “Content Services”) and/or access to Brandpoint’s software-as-a-service platform for reviewing brand intelligence data and information, currently known as “Optimize360” (the “Intelligence Platform”). If Client is purchasing Content Services, then the Brandpoint Content Services Terms located at www.brandpoint.com/content-services-terms shall also apply to the use of the Content Services and are incorporated herein by reference. If Client is subscribing to the Intelligence Platform, then the Brandpoint Intelligence Platform Terms located at www.brandpoint.com/intelligence-platform-terms shall also apply to the use of the Intelligence Platform and are incorporated herein by reference.

  2. ORDER AND PRICING. The scope of the Services to which Client is entitled hereunder is limited to the Service, term, and other conditions indicated in the Order. The pricing, features, and availability of the Service(s) are subject to change. Brandpoint may increase the fees for the Service(s) at any time, but for active Clients, Brandpoint will only apply fee increases at the time of renewal and with prior notice (email sufficient). Errors will be corrected where discovered, and Brandpoint reserves the right to revoke any stated offer and correct any errors, inaccuracies, or omissions in any offer that has not yet resulted in an Order.

  3. PAYMENTS. Client will pay the fees for the Service(s) specified in the Order. Payment is due in advance at the time of purchase (unless the Order specifies otherwise) and is generally non-refundable. If Client purchases a subscription, then the fees for any subsequent renewal periods will be due at the time of renewal (unless the Order specifies otherwise). Failure to abide by the payment terms set forth in the Order, or any failure to remit payment via the payment method associated with Client’s account, may result in Brandpoint, at Brandpoint’s discretion, automatically terminating the Order and/or this Agreement. Any acceptance of partial payment, reduced payment, or late payment by Brandpoint shall not constitute a waiver as to Brandpoint’s right to recover full amounts due under the payment terms and Brandpoint’s right to terminate this Agreement for non-payment. Fees exclude taxes, and Client acknowledges and agrees it will pay Brandpoint all sales or use taxes that are required to be collected by Brandpoint and paid by Brandpoint to tax authorities. This includes sales, use and excise taxes but does not include Brandpoint’s taxes based on Brandpoint’s net income or property. Past due invoices will be subject to interest charges of 1.5% per month.

  4. CONSENT TO CHARGE PAYMENT METHOD. In order to make a purchase, Client will be asked to supply certain relevant information, such as Client’s payment card number and expiration date and billing address, or banking information. Client represents and warrants that Client has the right to use any payment card or other payment mechanism that Client provides in connection with an Order. By providing such information, Client grants Brandpoint the right to disclose such information to third parties for the purposes of facilitating Client’s purchase. Client acknowledges and agrees that Brandpoint is not responsible for how any third-party payment processor transmits, stores, uses or discloses Client’s payment card or payment method information.

  5. TERM. This Agreement commences on the Effective Date and continues for the duration of any and all applicable Orders, unless earlier terminated by either party according to the terms of this Agreement. Subscriptions automatically renew, unless a party provides written notice of non-renewal in accordance with the terms of the Order.

  6. TERMINATION. This Agreement may be terminated by either party (a non-breaching party) upon thirty (30) days’ written notice in the event the other party materially breaches a provision herein and fails to cure such breach within the thirty (30) day period. Brandpoint may terminate an Order and/or this Agreement automatically and immediately in the event that Client violates any provision of this Agreement or engages in any act or omission that poses a risk of harm or security to Brandpoint, Brandpoint’s business or assets, Brandpoint’s other clients, any property, or any individual. Brandpoint also reserves the right to suspend any or all of a Service’s availability to Client at any time if Brandpoint suspects a violation of this Agreement or a threat to the safety, security, or integrity of the Service or Brandpoint’s business. Upon termination or cancellation of an Order or this Agreement, Client’s account, any Authorized User accounts, and the Services will become unusable. All terms, which by their nature extend beyond the termination of this Agreement (specifically including but not limited to Representations and Warranties; Indemnity provisions), shall survive expiration and termination of this Agreement.

  7. FEEDBACK. If Client provides feedback or suggestions regarding the Services in connection with this Agreement, Brandpoint shall be free to use and exploit such feedback (without any obligations or restrictions or attributions to Client).

  8. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants: (i) that it has the authority to enter into this Agreement and to grant the rights and licenses under this Agreement, (ii) that it has complied (and will continue to comply) with all applicable laws and regulations in its performance under this Agreement and (iii) that this Agreement (and the exercise of the rights under this Agreement) does not conflict with any other agreement or obligation to which it is bound. EXCEPT AS SET FORTH IN THIS SECTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES IMPLIED BY LAW AND ANY WARRANTIES THAT COULD ARISE OUT OF A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY.

  9. INDEMNIFICATION. Client agrees to indemnify, defend, and hold harmless Brandpoint (including such entity's owners, officers, employees, and agents) from and against any and all claims, liability, loss, and expense of any kind (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to: (i) Client's breach of any representation, warranty, or obligation under this MSA (including, without limitation, Client's payment obligations, confidentiality obligations, and compliance with applicable laws); (ii) Client's unauthorized use of any Service; or (iii) Client's violation of any applicable law or regulation in connection with this Agreement; in each case, unless such claim is caused directly by Brandpoint's breach of its obligations under this Agreement. Brandpoint agrees to indemnify, defend, and hold harmless Client (including such entity's owners, officers, employees, and agents) from and against any and all claims, liability, loss, and expense of any kind (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to an allegation that use of the Services infringes upon a third party’s intellectual property rights, unless such claim is caused directly by Client's breach of its obligations under this Agreement. The party seeking indemnification (the "Indemnified Party") shall give prompt written notice of any claim to the other party (the "Indemnifying Party"). The Indemnifying Party shall have sole control over the defense and any settlement of such claim; provided, however, that the Indemnifying Party may not agree to any settlement that imposes any obligation, liability, or admission of fault on the Indemnified Party without the Indemnified Party's prior written consent. The Indemnified Party shall provide reasonable cooperation to the Indemnifying Party in the defense of such claim, at the Indemnifying Party's expense.

  10. MUTUAL LIMITATION OF LIABILITY; REMEDIES. Neither party shall be liable to the other party for any indirect, incidental, special or consequential damages (including, without limitation, any damages arising from loss of use or lost business, revenue, profits, data or goodwill) arising from or related to this Agreement, whether in an action in contract, tort, strict liability or negligence, or other actions, even if advised of the possibility of such damages; and in no event will either party’s aggregate liability under or relating to this Agreement exceed the fees paid (or owing but unpaid) by Client to Brandpoint for the relevant Order hereunder in the six (6) months prior to which the claim arose. This Section will survive the expiration or termination of the Agreement. The exclusions and limitations in this Section shall not apply to any liability for physical injury or bodily harm, indemnity obligations, Client’s payment obligations, violation of Brandpoint’s intellectual property rights, or a party’s fraud or willful negligence.

  11. CONFIDENTIAL INFORMATION. “Confidential Information” means any nonpublic information of a Party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving Party (the “Receiving Party”) knows or reasonably should have known is the confidential or proprietary information of the Disclosing Party. Confidential Information includes, without limitation, all business and business-network information, pricing, financial information, software, technology, terms of this Agreement, specifications, statistics relating to performance, security processes and practices, a Party’s personal data, creative, and technical, proprietary, or customer information, and any other information normally deemed to be considered confidential. Confidential Information does not include (i) information that has become publicly known through no breach by Client or Brandpoint, (ii) the fact that Client is a client of Brandpoint, (iii) information that has been independently developed as evidenced in writing; or (iv) information that was rightfully received by the Receiving Party from a third party without an obligation of confidentiality. The Receiving Party agrees (a) not to use or disclose any Confidential Information except as expressly authorized by this Agreement; (b) to protect the Disclosing Party’s Confidential Information using the highest degree of care, consistent with applicable industry standards, but in no event with less than reasonable care; (c) to hold the Disclosing Party’s Confidential Information in strict confidence; and (d) to limit access to the Disclosing Party’s Confidential Information to those of its employees, agents, or personnel having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Notwithstanding the foregoing, the Receiving Party will not be in violation of this section with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body or otherwise required by law, provided that the Receiving Party gives the Disclosing Party prior written notice of such disclosure in order to permit the Disclosing Party to seek an appropriate protective order. Both Parties agree that damages at law will be insufficient to remedy any violation or threatened violation of this provision, and that the Disclosing Party could suffer irreparable harm as a result. Accordingly, it is agreed that the Disclosing Party will be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief, both temporary and permanent, or specific performance, to restrain such breach or to enforce the terms of this Agreement. These confidentiality obligations shall survive for five (5) years after expiration or termination of the Agreement, however, trade secrets (including the Metrics as set forth in the Intelligence Platform Terms) shall remain Confidential Information and subject to these obligations for so long as the information remains a trade secret. Upon termination or expiration of this Agreement, except as otherwise set forth in this Agreement, each Receiving Party shall delete and destroy the Disclosing Party’s Confidential Information except that a Receiving Party may retain, subject to these confidentiality obligations, copies of any Confidential Information necessary to comply with applicable laws, resolve disputes, enforce its legal agreements or policies, verify and validate any requests made by Client, or as contained in routine backups pending scheduled destruction.

  12. PUBLICITY. Neither party will use the other party's name, logo, or marks publicly, or issue any press release or public statement regarding this Agreement, without the other party's prior written consent, except that Brandpoint may identify Client as a customer in customer lists with Client's prior consent (email to suffice).

  13. RELEASES AND DISCLAIMERS. This Agreement supersedes all prior agreements and is complete and exclusive. Neither Brandpoint nor Client will be bound by any conditions, printed or otherwise, appearing on any insertion order or contract when they add to or conflict with the terms and conditions of this Agreement. Brandpoint is not liable for system breakdowns, including but not limited to unavailability of the website, any network sites, or third-party providers. Brandpoint is also not liable for Internet conditions or any other disruption due to acts of God, terrorism, actions by any government or quasi-government, fire, flood, insurrection, riot, explosion, embargo, strike whether legal or illegal, labor or material shortage, network or communication interruption, work slowdown or any condition beyond the control of Brandpoint. Brandpoint does not make any guarantee, representation, or warranty regarding whether this Agreement will generate any specific level of business for Client. The parties acknowledge and agree that Brandpoint shall not process, and Client shall not provide, any personal information for processing on Client's behalf in connection with this Agreement.

  14. DISPUTE RESOLUTION. The parties agree to attempt to resolve any dispute by written notice and good-faith escalation to executives for at least thirty (30) days before filing a claim. Any disputes between the parties shall be exclusively venued in and subject to the laws and federal and state courts of Hennepin County, Minnesota. Both parties consent to the jurisdiction of such courts. Both parties waive their right to a jury trial or to participate in a class action suit in connection with this Agreement. Notwithstanding the foregoing, for click-through subscriptions of the Services, any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Minneapolis, Minnesota, before a single arbitrator.

  15. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. If Client and Brandpoint are parties to a different master services agreement or other contract related to the Services dated prior to the “Last Updated” date above, including any previous terms between Client and any other legal entity that was the subject of a merger, reorganization, or acquisition with Brandpoint (e.g., any predecessor entity), Client hereby agrees that Client’s access and use of the Services after the “Last Updated” date above constitutes Client’s acceptance of this Agreement in lieu of and superseding any prior terms and conditions related to Client’s use of the Services. Further, the payment of fees described in an Order that incorporates this Agreement shall be deemed Client’s acceptance and assent to this Agreement, replacing and superseding any prior agreements between the parties. Brandpoint reserves the right to make any necessary changes, modifications, or updates to this Agreement at any time, which shall be effective as of the “Last Updated” date above.

  16. MISCELLANEOUS. In the event of a conflict between the terms and conditions of this MSA and any Services-specific terms, the Services-specific terms will control with respect to the subject of the conflict, with respect to that Service it pertains. This Agreement is not assignable without the other Party’s prior written consent; provided that, Brandpoint may assign this Agreement in whole or part to (i) a Brandpoint affiliate, or (ii) in connection with a merger, reorganization, or sale of all or substantially all of the assets or business of Brandpoint to which this Agreement relates. This Agreement does not constitute and shall not be construed as constituting a partnership, association, joint venture, or employment relationship between the parties. A waiver of performance or breach of any provision of this Agreement or any exhibit or amendment must be in writing and will not constitute a waiver of any subsequent performance or breach of the same or any other provision. If any provision of this Agreement is found to be invalid or unenforceable, that provision will be enforceable to the maximum extent permissible, and the other provisions of this Agreement will remain in force. Legal notices must be in writing to the addresses in the Order (for Client) and to 850 Fifth Street South, Hopkins, MN 55343 with a copy to legal@brandpoint.com (for Brandpoint). Operational notices may be given in the Intelligence Platform or by email. Use of the Services is subject to export and re-export control laws and regulations and required authorizations. Client warrants that Client and Client’s customers are not prohibited from receiving U.S. origin products, including services or software.