Master Platform & Services Agreement (MPSA)

(Hosted Master Terms & Conditions)

Last Updated: 7/1/2026

URL: https://strategicdataintelligence.com/terms

This Master Platform & Services Agreement (the "Agreement" or "MPSA") governs the access to and use of the platform, data, software, tracking technologies, and services provided by Strategic Data Intelligence, Inc., an Illinois corporation ("SDI"), by the entity or individual executing a Service Order or accessing the Platform ("Customer").

1. DEFINITIONS

• "Authorized Services" means the specific suite of software, tools, APIs, tracking pixels, and data solutions made available through the Platform as specified in an applicable Service Order or Exhibit.
• "Company Data" means any data, identity graphs, insights, matched profiles, or information provided to Customer by SDI.
• "Customer Data" means first-party data uploaded by Customer or collected from digital properties designated by Customer via the Platform.
• "End-User" means the downstream clients, customers, or sub-licensees of a Customer operating as an Agency or Reseller.
• "Platform" means the proprietary SaaS architecture, software, APIs, integrations, and interfaces provided by SDI.
• "Service Order" means an executed agreement, online checkout form, or trial order form that incorporates this Agreement by reference and defines pricing, quantity, and product specifics.
• "Sensitive Personal Data" means information regulated by heightened privacy frameworks, including but not limited to Protected Health Information under HIPAA, financial records under GLBA, or data concerning minors under COPPA or applicable state privacy statutes.

2. LICENSE GRANTS & ENGAGEMENT PERSONAS

2.1 Grant of License: Subject to strict compliance with this Agreement and payment of all fees, SDI grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Company Data solely as authorized in the applicable Service Order.

2.2 Customer Persona & Scope: The specific rights granted depend on the Customer’s engagement type, as defined in the applicable Service Order:

• (a) Direct Clients: Customer uses the Platform solely for its own internal marketing and operational purposes. No sub-licensing or resale is permitted.
• (b) Agencies: Customer uses the Platform to manage campaigns on behalf of third-party End-Users, subject strictly to the pass-through obligations in Exhibit D.
• (c) Resellers: Customer is authorized to bundle, list, white-label, or sublicense Authorized Services pursuant to Exhibit C.

2.3 General Restrictions: Under no circumstances shall Customer: (i) reverse engineer, decompile, or attempt to extract the source code or algorithms of the Platform; (ii) bypass any security, rate-limiting, or access controls; (iii) use Company Data or the Platform to build a directly competitive product; or (iv) resell the raw, un-enhanced Company Data files as a standalone data asset.

3. DATA PRIVACY, SECURITY, & REGULATORY COMPLIANCE

3.1 Compliance with Privacy Laws: Both Parties shall comply with all applicable local, state, and federal privacy laws, including the California Consumer Privacy Act as amended (CCPA/CPRA), the Virginia Consumer Data Protection Act (VCDPA), the General Data Protection Regulation (GDPR), and the Illinois Personal Information Protection Act (PIPA).

3.2 CCPA/CPRA Service Provider Designation: To the extent CCPA applies, Customer acts as the "Business" (determining the purposes and means of processing) and SDI acts solely as a "Service Provider" or "Processor" regarding the collection of Customer Data. SDI shall not retain, use, or disclose Customer Data for any purpose other than providing the Authorized Services specified in this Agreement, nor shall SDI "sell" or "share" Customer Data as defined by the CCPA.

3.3 Privacy Notices & Consent Management (CMP): Customer represents, warrants, and covenants that any digital property deploying SDI tracking technology (e.g., Pixel.js) maintains a legally compliant Consent Management Platform (CMP). The CMP must proactively capture, record, and honor End-User consent preferences (including global opt-out signals and "Do Not Sell/Share" requests). Furthermore, Customer’s privacy policy must comprehensively disclose the use of third-party identity resolution, data enrichment, and targeted advertising.

3.4 Telemarketing & TCPA Compliance: Customer acknowledges the strict requirements of the federal Telephone Consumer Protection Act (TCPA) and applicable state telemarketing laws. Customer warrants that it will not utilize Company Data to initiate telephonic sales calls or SMS messages using an automated system without first obtaining verifiable "prior express written consent" from the called party.

3.5 STRICT FCRA PROHIBITION: UNDER NO CIRCUMSTANCES shall Company Data be used, in whole or in part, as a factor in establishing an individual's eligibility for:

1. Credit or insurance for personal, family, or household purposes;
2. Employment or background screening purposes;
3. Housing or tenancy; or
4. Any other purpose regulated under the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.).

4. DATA SECURITY & INCIDENT RESPONSE

4.1 Security Safeguards: SDI shall implement and maintain reasonable administrative, technical, and physical security measures designed to protect the integrity of the Platform, in accordance with industry standards and the Illinois Personal Information Protection Act (PIPA).

4.2 Customer Security Obligations: Customer is solely responsible for maintaining the confidentiality of its Platform credentials and API keys. Customer assumes full liability for any unauthorized access occurring through its compromised credentials.

4.3 Breach Notification: In the event of a confirmed security breach materially impacting Customer Data, SDI shall notify Customer without undue delay, and in no event later than the statutory timelines required by PIPA or other applicable laws.

5. FINANCIAL TERMS & ONLINE INCORPORATION

5.1 Online Incorporation: This Agreement is incorporated by reference into all Service Orders, online clickwrap checkouts, and POC forms. Execution of a Service Order or clicking "I Agree" during platform registration constitutes legally binding acceptance of these terms.

5.2 Fees & Payment: Fees (whether flat-rate, usage-based, or user-based) are set forth in the applicable Service Order. Unless explicitly stated otherwise, invoices are due Net 30 from the date of issuance. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.3 Taxes: Customer is solely responsible for all applicable sales, use, VAT, and excise taxes associated with its use of the Platform, excluding taxes based on SDI's net income.

6. INTELLECTUAL PROPERTY & DERIVATIVE WORKS

6.1 SDI IP: SDI retains all exclusive right, title, and interest in and to the Platform, Company Data, identity graphs, AI models, algorithms, trade secrets, and any improvements or derivative works thereof.

6.2 Customer IP: Customer retains all rights to its first-party Customer Data. Customer grants SDI a limited, non-exclusive, royalty-free license to use, process, and anonymize Customer Data strictly to provide the Authorized Services and to improve the Platform's core matching algorithms (provided such data is aggregated and de-identified).

7. INDEMNIFICATION

7.1 Absolute Customer Indemnification: Customer agrees to unconditionally defend, indemnify, and hold harmless Strategic Data Intelligence, Inc., its shareholders, officers, directors, employees, agents, and data licensors from and against any and all third-party claims, class actions, regulatory investigations, fines, damages, and legal fees arising out of or related to:

• (a) Customer’s or its End-User’s unauthorized or non-compliant use of the Platform or Company Data;
• (b) Customer’s failure to deploy a compliant CMP or provide adequate privacy disclosures;
• (c) Any violation of the FCRA, TCPA, CCPA/CPRA, or applicable state privacy statutes by Customer or its End-Users;
• (d) Any upload or processing of Sensitive Personal Data by Customer in violation of this Agreement.

7.2 SDI Indemnification: SDI shall indemnify Customer solely against third-party claims alleging that the Platform's underlying software architecture (expressly excluding Company Data or Customer Data) directly infringes a validly issued U.S. patent or copyright.

8. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

8.1 "As Is" Disclaimer: THE PLATFORM, TRACKING TECHNOLOGIES, AND COMPANY DATA ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. STRATEGIC DATA INTELLIGENCE SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND DATA ACCURACY. SDI MAKES NO GUARANTEES REGARDING SPECIFIC MATCH RATES, ADVERTISING ROI, OR ECONOMIC OUTCOMES.

8.2 Limitation of Liability: EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION.

8.3 Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, SDI’S AGGREGATE TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO SDI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. TERM, SUSPENSION, & TERMINATION

9.1 Term & Termination: This Agreement commences on the Effective Date and continues until the expiration of all active Service Orders, or until terminated by either Party with thirty (30) days' prior written notice.

9.2 Immediate Suspension: SDI reserves the right to immediately suspend access to the Platform, without penalty or liability, if SDI reasonably believes Customer is violating applicable laws, the FCRA prohibition, the TCPA, or is endangering the security of the Platform.

9.3 Mandatory Data Destruction: Upon termination or expiration of this Agreement, Customer must immediately cease using the Platform, remove all tracking pixels from its digital properties, and securely destroy all downloaded or exported Company Data. Customer shall provide written certification of such destruction within ten (10) days of termination.

10. GENERAL PROVISIONS

10.1 Governing Law & Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts of law principles. Exclusive jurisdiction and venue for any disputes between the parties shall lie in the courts sitting in Cook County in the State of Illinois.

10.2 Audit Rights: SDI reserves the right, at its own expense and upon thirty (30) days' written notice, to audit Customer’s records, CMP logs, and digital properties to verify compliance with the privacy, data usage, and FCRA restrictions outlined herein.

10.3 Severability & Waiver: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force. Failure to enforce any right does not constitute a waiver.

MODULAR EXHIBITS

EXHIBIT A: IDENTITY RESOLUTION & PIXEL IMPLEMENTATION

• Infrastructure Segregation: Customer must properly configure the assigned client_id parameter to ensure data is correctly siloed within the SDI database.
• Prohibited Properties: The Pixel may not be deployed on web properties collecting Sensitive Personal Data, including but not limited to HIPAA-regulated patient portals, secure financial/banking environments, adult content sites, or properties targeting children under 16.

EXHIBIT B: DATA LICENSING & EXPORT

• Permitted Activation: Exported Company Data may be used solely for targeted marketing, programmatic advertising (social lookalikes), direct mail, and internal analytics.
• Prohibition on Raw Resale: Customer is expressly forbidden from acting as a data broker regarding Company Data. Raw exported files cannot be sold, licensed, or distributed as standalone products.

EXHIBIT C: RESELLER, WHITE-LABEL, & REV-SHARE MECHANICS

(Applicable only if Customer is designated as a Reseller in the Service Order)

• Sublicensing Rights: Reseller may market and package the Authorized Services to its End-Users, subject to SDI's branding guidelines.
• Pay-When-Paid (Rev-Share): Where compensation is based on a revenue share, distributions to the Reseller are strictly contingent upon SDI’s actual receipt of cleared funds. Payouts are distributed within ten (10) days of bank settlement.
• Joint Liability: Reseller acts as the principal for its End-Users and assumes joint and several liability for any End-User's violation of this Agreement.

EXHIBIT D: AGENCY PASS-THROUGH TERMS

(Applicable only if Customer is designated as an Agency)

• End-User Contracts: Agency must legally bind all End-Users to Terms of Service that are at least as restrictive as this MPSA, specifically passing through the FCRA, TCPA, and CCPA prohibitions.
• Agency Indemnification: Agency specifically indemnifies SDI against any claims brought by the Agency’s End-Users or resulting from the End-Users' lack of proper privacy disclosures.

EXHIBIT E: IN-PLATFORM CLICKWRAP DISCLAIMERS

(SDI shall embed these releases directly into the Platform UI)

1. Login Clickwrap

"By logging into the Strategic Data Intelligence Platform, you reaffirm your agreement to our Master Platform & Services Agreement (strategicdataintelligence.com/terms). You confirm that your digital properties utilize a compliant Consent Management Platform (CMP) and post all legally required privacy disclosures. You acknowledge you are strictly prohibited from uploading Sensitive Personal Data."

[ Checkbox ] I Agree & Proceed

2. Data Export Liability Release

"DATA EXPORT RELEASE: You confirm this exported data will NOT be used for any FCRA-regulated purpose (including credit, insurance, employment, or housing). You assume 100% liability for the legal compliance of your marketing campaigns, including adherence to the TCPA. You agree to indemnify Strategic Data Intelligence, Inc. against any claims resulting from your activation or mishandling of this data."

[ Checkbox ] Accept Legal Liability & Export