Audience Bridge MSA Terms and Conditions

Last Updated: 4/5/2025

These Terms and Conditions (this “Agreement”) govern the relationship between SoVi Digital Ventures, LLC d/b/a Audience Bridge, a Florida limited liability company with an address at 1760 N Jog Road, Suite 150, West Palm Beach, FL 33411 (“Provider”), and the party identified in the applicable Insertion Ord3005er (“Client,” and together with Provider, the “Parties”). By signing the Insertion Order, Client agrees to the Audience Bridge MSA Terms and Conditions available at https://www.audiencebridge.io/msa-terms-and-conditions, which are incorporated herein by reference.

Services
Provider agrees to deliver email leads (“Leads”) to Client as specified in each mutually executed Insertion Order (“IO”). In the event of a conflict between an IO and this Agreement, the terms of the IO shall govern. Provider makes no guarantees regarding the number, sufficiency, or performance of Leads, except as expressly stated in the applicable IO.

Services

Provider agrees to deliver email leads (“Leads”) to Client as specified in each mutually executed Insertion Order (“IO”). In the event of a conflict between an IO and this Agreement, the terms of the IO shall govern. Pro55vider makes no guarantees regarding the number, sufficiency, or performance of Leads, except as expressly stated in the applicable IO.
Lead Delivery

Provider will deliver Leads to Client as outlined in the applicable IO or as otherwise agreed in writing. Client is responsible for uploading Leads to its own systems or those of its designated email service provider (“ESP”). Leads may include, where applicable: (i) first and last name, (ii) email address, and (iii) postal address. All Leads are provided on a non-exclusive basis.
Use Restrictions

Client agrees to use the Leads solely to send compliant commercial email communications. Client shall not sell, lease, sublicense, publish, or transfer Leads to any third party other than an ESP or service provider acting on Client’s behalf. These restrictions do not apply to data Client independently acquires through direct contact with the consumer.
Client Representations and Warranties

Client represents that all email communications sent using the Leads will comply with all applicable laws, including the CAN-SPAM Act of 2003, as amended. Client shall not send emails that promote:

(i) illegal substances;
(ii) pornography;
(iii) profanity or hate speech;
(iv) illegal or fraudulent activity.

Client will not be held liable for the origin or collection method of Leads provided by Provider.
Provider Representations and Warranties

Provider represents and warrants that:

(i) all Leads were collected in compliance with applicable laws and without use of harvesting, dictionary attacks, or deceptive practices; and
(ii) Provider owns or has the right to transfer the Leads to Client.
Mutual Representations and Warranties

Each Party represents that it has full power and authority to enter into this Agreement and that its execution and performance of this Agreement will not violate any applicable law or regulation.
Payment

Payment terms are set forth in each applicable IO. Unless otherwise specified, Client shall prepay for all Leads before delivery. If Client disputes the quality or sufficiency of any Leads, it must notify Provider in writing and provide supporting evidence. Provider will make a reasonable determination, and Client’s sole remedy shall be replacement Leads.
Data Protection and Consumer Privacy

a. Client shall comply with all applicable privacy and data protection laws, including the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA).
b. Client shall implement appropriate safeguards to protect personal information against unauthorized access, use, or disclosure.
c. Provider may take reasonable steps to verify Client’s compliance with applicable privacy laws. Upon notice, Provider may suspend or terminate access to Leads if Client is found noncompliant.
d. Client shall immediately notify Provider in writing if it is no longer able to meet its privacy obligations. Provider may take any necessary action, including termination, to remediate misuse of personal information.
Term

This Agreement begins on the Effective Date and continues for as long as any IO remains active or Client retains Leads. Expiration or termination of an IO does not relieve either Party of obligations that by nature survive termination.
Termination
Provider may terminate this Agreement and any IO immediately by written notice if Client breaches any term or engages in activity that is unlawful or damages Provider’s reputation. Upon termination, Client must cease use of all Leads and related data.
Confidentiality

All terms of this Agreement and related business information shall be treated as confidential, including Leads, suppression lists, and marketing strategies. Confidentiality obligations survive for one (1) year post-termination. Exceptions include information: (i) previously known, (ii) publicly available, (iii) disclosed by a third party legally, or (iv) required by law or court order.
Indemnification

Each Party agrees to indemnify the other for losses resulting from its breach of this Agreement or violation of applicable privacy laws. If defense is required, the indemnifying Party must use reasonably acceptable counsel, allow participation by the indemnified Party, and not settle without written consent.
Limitation of Liability

Provider’s total liability shall not exceed the total fees paid by Client under the relevant IO during the six (6) months before the claim. Provider is not liable for indirect, incidental, or consequential damages, and disclaims all implied warranties including merchantability and fitness for purpose.
Governing Law

This Agreement is governed by the laws of the State of Florida. Exclusive jurisdiction for disputes lies in the courts of Palm Beach County, Florida, unless resolved through arbitration.
Arbitration

All disputes shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Arbitration shall occur in Palm Beach County, Florida. The arbitrator may award reasonable attorneys’ fees and costs to the prevailing Party but shall not award punitive or exemplary damages.
Construction; Headings

This Agreement shall not be construed against either Party based on authorship. Headings are for convenience only and do not affect interpretation.
Waiver

Failure to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision.
Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
Amendment

No modification of this Agreement is valid unless in writing and signed by both Parties.
Assignment

Neither Party may assign this Agreement without prior written consent, except to a parent or subsidiary.
Entire Agreement

This Agreement, together with any executed IOs, constitutes the entire understanding between the Parties and supersedes all prior agreements, written or oral, relating to its subject matter.