Master Services Agreement

This Master Services Agreement (the "Agreement") is entered into between Widemedia Group AI Ltda. ("Widemedia", "we", "us"), a company organised under the laws of the Federative Republic of Brazil with headquarters in São Paulo, and the enterprise client identified in the applicable Order Form ("Client", "you"). Together, the "Parties".

• 01"Platform" means the tria autonomous advertising platform, its AI agents, interfaces, APIs and underlying technology.
• 02"Services" means the artificial intelligence and digital marketing services delivered through the Platform, including strategy, creative production, media planning, brand asset management and performance analysis.
• 03"Order Form" means the ordering document, proposal or subscription record that references this Agreement and specifies scope, fees and billing model.
• 04"Statement of Work" or "SOW" means a scope description for a specific engagement or campaign.
• 05"Deliverables" means the campaign outputs produced for the Client, including strategies, creatives, media plans and reports.
• 06"Client Content" means brand assets, data, briefs and materials the Client provides or uploads.
• 07"AI Output" means any content, recommendation or artefact generated by the Platform’s AI agents.

Widemedia provides an enterprise-grade autonomous advertising service in which AI agents assist across the full campaign lifecycle — strategy, creative craft, media planning, brand governance and analytics — under human oversight and formal approval gates.

The specific scope, formats, integrations, service tier and volumes for each engagement are defined in the applicable Order Form or SOW. In case of conflict, the Order Form prevails over this Agreement for the commercial terms it expressly addresses.

Each engagement is governed by this Agreement together with an Order Form and, where applicable, one or more SOWs. Additional services, brands or campaigns may be added through further Order Forms without renegotiating this Agreement.

Change requests that materially alter scope, effort or timelines may require a written change order and an adjustment to fees before work proceeds.

• 01Access is provisioned per named user by invitation; account sharing is prohibited.
• 02The Client must provide accurate registration information and keep it current.
• 03The Client is responsible for the confidentiality of credentials and for all activity under its accounts.
• 04The Client must notify us immediately of any unauthorised access or security incident affecting its accounts.
• 05We may suspend or revoke access that breaches this Agreement or threatens Platform integrity.

• 01Provide timely, accurate briefs, brand guidelines, approvals and Client Content required to perform the Services.
• 02Hold all rights, licences and consents necessary for us to process Client Content and publish Deliverables.
• 03Review every AI Output and Deliverable and grant explicit human approval before publication or media activation.
• 04Ensure campaigns comply with applicable advertising, consumer, sector-specific and data protection laws in each target market.
• 05Maintain its own accounts and funding with third-party media and advertising platforms unless otherwise agreed in an Order Form.

Fees, currency and the billing model are set out in the applicable Order Form. The Platform supports two enterprise billing models: (a) on-demand, charged per engagement or usage; and (b) subscription, charged on a recurring basis for continuous access and service capacity.

Where the Client operates through an agency or reseller arrangement, or where Widemedia manages third-party media and services on the Client’s behalf, fees may include a service markup of up to four hundred per cent (400%) over pass-through cost, as specified in the Order Form. All markups and management fees are disclosed in the applicable commercial terms.

• 01Unless stated otherwise, invoices are payable within thirty (30) days of the invoice date.
• 02Fees are exclusive of applicable taxes, which are borne by the Client.
• 03Third-party media spend, licences and pass-through costs are billed in addition to Service fees.
• 04Late amounts may accrue interest and may result in suspension of Services after notice.
• 05Except where required by mandatory law, fees paid are non-refundable once the corresponding Services have been rendered.

The Client retains ownership of Client Content and grants Widemedia a limited, non-exclusive licence to use it solely to perform the Services and produce Deliverables.

Subject to full payment and to this Agreement, the Client owns the final Deliverables produced for its brand. Widemedia retains all rights in the Platform, its AI agents, models, architecture, methodologies, know-how and any pre-existing or independently developed technology, including improvements not specific to the Client.

AI Output is generated by autonomous agents and may contain errors, omissions or inaccuracies. Every phase of the workflow requires explicit human approval before it advances.

The Client is solely responsible for reviewing, validating and approving all AI Output prior to publication. We do not warrant that AI Output is accurate, original, non-infringing, or compliant with the Client’s sector regulations or target-market requirements.

Each Party shall comply with applicable data protection laws, including the Brazilian General Data Protection Law (LGPD, Law No. 13.709/2018) and, where applicable, the EU General Data Protection Regulation (GDPR).

Where Widemedia processes personal data on the Client’s behalf, it acts as operator/processor under the Client’s documented instructions, applies appropriate technical and organisational safeguards, and supports the Client in responding to data-subject requests. A separate Data Processing Addendum governs such processing where required.

Each Party shall protect the other’s Confidential Information with at least the same care it uses for its own, and shall use it only to perform this Agreement. Confidential Information excludes information that is public through no breach, independently developed, or lawfully received from a third party.

Confidentiality obligations survive termination for five (5) years, and indefinitely for trade secrets to the extent protected by law.

The Services may rely on third-party media, advertising and technology providers. The Client’s use of such providers is subject to their own terms, and Widemedia is not responsible for their acts, outages or policy changes.

Widemedia may engage subcontractors and subprocessors to deliver the Services and remains responsible for their performance under this Agreement.

We aim for high availability but do not guarantee uninterrupted service. Maintenance windows, third-party outages and force majeure may affect access. Any specific service-level commitments, support tiers and response targets apply only where expressly stated in an Order Form.

Each Party warrants that it has the authority to enter into this Agreement. Widemedia warrants that it will perform the Services with reasonable skill and care consistent with enterprise industry standards.

Except as expressly stated, the Platform and AI Output are provided "as is" and "as available", and Widemedia disclaims all other warranties, whether express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law.

The Client shall indemnify and hold Widemedia harmless from third-party claims arising from Client Content, from campaigns or products advertised, from the Client’s use or publication of Deliverables, or from the Client’s breach of law or of this Agreement.

Widemedia shall indemnify the Client against third-party claims that the Platform, as provided by Widemedia and used in accordance with this Agreement, infringes such third party’s intellectual property rights, subject to the limitations in this Agreement.

To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special or consequential damages, lost profits, lost revenue or lost advertising spend, even if advised of the possibility.

Each Party’s aggregate liability arising out of or relating to this Agreement is limited to the total fees paid by the Client to Widemedia for the Services in the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to a Party’s indemnification obligations, breaches of confidentiality, or liability that cannot be excluded by law.

This Agreement begins on the effective date of the first Order Form and continues until all Order Forms expire or are terminated. Subscriptions renew as stated in the Order Form.

• 01Either Party may terminate for material breach not cured within thirty (30) days of written notice.
• 02Either Party may terminate on-demand engagements as stated in the applicable Order Form.
• 03We may suspend access for non-payment, security risk or violation of the acceptable-use standards after notice where practicable.
• 04On termination, accrued fees become due, access ends, and Client Content is handled as described in the Privacy Policy and any Data Processing Addendum.

Neither Party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, civil unrest, labour disputes, infrastructure or third-party provider failures, cyber-attacks, and changes in law.

• 01Both Parties shall comply with applicable anti-corruption, anti-money-laundering and sanctions laws.
• 02The Client shall not use the Platform for unlawful, deceptive or infringing advertising.
• 03The Client shall not upload content it lacks the right to use, nor generate content that is discriminatory, defamatory or harmful to minors.
• 04The Client shall not circumvent approval gates, access controls or tenant isolation, nor reverse engineer, scrape or resell the Platform or its outputs as a competing service.

This Agreement, together with its Order Forms, SOWs and addenda, is the entire agreement between the Parties and supersedes prior understandings. Amendments must be in writing. If any provision is held unenforceable, the remainder stays in effect.

Neither Party may assign this Agreement without the other’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices shall be given in writing to the contacts stated in the Order Form. No agency, partnership or joint venture is created.

This Agreement is governed by the laws of the Federative Republic of Brazil. The Parties shall first seek to resolve disputes in good faith. Failing resolution, the courts of São Paulo, SP, shall have exclusive jurisdiction, save where mandatory law provides otherwise or where the Parties have agreed to arbitration in an Order Form.

Questions regarding these terms: [email protected].