Master Subscription Agreement

Last update: 03/10/2026

This Master Subscription Agreement ("Agreement") is entered into by and between dba Media, LLC, a Florida limited liability company doing business as dbaPlatform ("dbaPlatform," "we," "us," or "our"), and the customer identified in the applicable ordering document ("Customer," "you," or "your").

By creating an account, signing an order form, using the Services, or otherwise indicating your acceptance, you agree to be bound by this Agreement.

1. DEFINITIONS

• "Services" means the software, tools, and platforms provided by dbaPlatform, including access to APIs, integrations, listings, content management, and analytics.
• "Order Form" means any document or online form specifying the Services purchased.
• "Subscription Term" means the period during which you are entitled to use the Services, as specified in an Order Form.
• "Users" means your employees, agents, contractors, and other authorized individuals who access and use the Services.

2. USE OF SERVICES

You are granted a non-exclusive, non-transferable, revocable license to use the Services during the Subscription Term for your internal business purposes, subject to the limitations set forth herein and in any applicable Order Form.

You agree not to:

• Use the Services in violation of applicable laws or regulations.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code.
• Resell or white-label the Services unless explicitly authorized in writing.

3. SUBSCRIPTIONS, BILLING, AND PAYMENTS

• Annual Billing & Auto-Renewal: Annual subscriptions are billed monthly or annually in advance of the service period (discounts for annual subscription, quantity, and annual payment option may apply) and automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least 60 days prior to the end of the current term ("Nonrenewal Deadline").
  
  
• Late Notice of Nonrenewal: If you fail to deliver Notice of nonrenewal by the Nonrenewal Deadline, you will pay to us an amount equal to ten percent (10%) of the Fees for the Renewal Subscription Term for each day past the Nonrenewal Deadline that you fail to deliver the required Notice (the “Late Fee”), up to a maximum amount equal to fifty percent (50%) of the Renewal Subscription Term Fees. The Late Fee is agreed to constitute compensation and not a penalty.
  
  
• Buyout for Early Cancellation: Annual subscriptions may only be cancelled within the first contract year upon payment of a buyout fee.
  
  
• Minimum Requirements: Certain pricing tiers may require a minimum number of licenses or bundles. These terms will be specified in the applicable Order Form. If you are receiving a discount based on quantity or term length, cancelling early or reducing the number of active licenses below the discounted quantity may result in a retroactive adjustment to the price per license.
  
  
• License Additions: Additional licenses may be added at any time, resulting in a prorated charge for that month and co-termed with the original Subscription Term.
  
  
• Setup Periods: Work related to software setup, onboarding, or coordination is covered under the scope of setup time in the agreement and does not delay billing.
  
  
• Start of Billing: Billing begins upon contract signature, regardless of whether customer deliverables have been submitted as inputs required to begin provisioning the software.
  
  
• Monthly Billing for Services: For services billed monthly, the billing date is the contract date each month. Payment is due in advance of each month. Unless otherwise stated, the subscription term is annual, though the payment plan may be annual or monthly.
  
  
• Nonpayment Suspension: We reserve the right to suspend access to Services in the event of nonpayment after a 10-day grace period following notice.
  
  
• Ad Spend: You are solely responsible for managing and funding any advertising budgets; dbaPlatform is not liable for ad spend overages.
  
  
• Advertising Budget Variance and Platform Delivery:
  Customer acknowledges that advertising platforms, including but not limited to Google Ads, operate using dynamic auction systems and automated delivery mechanisms that may cause daily or short-term spend to exceed the Customer’s configured daily budget. For example, Google Ads may deliver up to two (2) times the stated daily budget on a given day to optimize performance, while typically managing delivery to align with the monthly budget target.

Accordingly, all daily and monthly budgets established by dbaPlatform are intended as management targets and optimization guidelines, not guaranteed maximum spend limits.

Customer agrees that:

• dbaPlatform will use commercially reasonable efforts to manage campaigns in alignment with the Customer’s agreed-upon monthly budget target.
• dbaPlatform shall not be responsible for, nor liable for, budget overages caused by platform delivery systems, auction dynamics, delayed reporting, invalid click adjustments, or other factors outside dbaPlatform’s direct control.
• Customer remains responsible for all advertising costs incurred by the advertising platforms, including any amount exceeding the nominal monthly budget target due to platform delivery mechanisms.
• Such overages shall not constitute a breach of this Agreement and shall not result in refunds, credits, fee reductions, or penalties to dbaPlatform.

Refunds: We do not offer refunds. No refund is due if you cancel your subscription or stop using the Services before the end of your term.

4. ACCOUNT MANAGEMENT

You are responsible for maintaining accurate billing information and securing account credentials. You must notify us within 30 days of any invoice disputes.

5. DATA AND CONFIDENTIALITY

• Data Ownership: You retain ownership of your data. We may use aggregated and anonymized data for analytics and service improvement.
  
  
• Confidentiality: Both parties agree to maintain the confidentiality of non-public information.
  
  
• Privacy: Our use of personal data is governed by our Privacy Policy.
  
  
• Case Studies: You grant us the right to reference your company name, logo, and general results in marketing materials and case studies related to the results achieved using dbaPlatform products, unless otherwise agreed in writing.

6. TERM AND TERMINATION

This Agreement begins upon acceptance and continues until terminated by either party.

Either party may terminate this Agreement for material breach upon thirty (30) days’ written notice if the breach is not cured within that period. dbaPlatform may suspend or terminate the Services for non-payment upon ten (10) days’ written notice.

Upon termination or expiration of this Agreement for any reason:

• End of Access. Customer’s right to access and use the Services will cease, and dbaPlatform may deactivate the applicable account and discontinue Service delivery.
  
  
• Outstanding Fees. Customer remains responsible for all fees incurred through the effective date of termination.
  
  
• Third-Party Platforms. The Services may interact with third-party platforms. Following termination, integrations, configurations, or optimizations enabled by the Services may no longer continue. dbaPlatform is not responsible for third-party platform changes after termination.
  
  
• Customer Data. dbaPlatform may retain and delete Customer Data in accordance with its standard data retention practices and legal obligations. Upon written request made within a reasonable period following termination, dbaPlatform will provide Customer with reasonable access to retrieve available Customer Data, where technically feasible.
  
  
• No Further Obligations. Except as expressly stated in this Agreement, dbaPlatform will have no obligation to continue providing the Services after termination.

7. LIMITATIONS OF LIABILITY

To the maximum extent permitted by law:

• We disclaim all warranties, express or implied.
• Our liability is limited to the amount you paid us in the 12 months preceding the claim.
• We are not liable for indirect, incidental, or consequential damages.

8. GENERAL LEGAL TERMS

• Governing Law and Jurisdiction: This Agreement is governed by the laws of the State of Florida. Any disputes shall be resolved in the state or federal courts located in Florida.
  
  
• Entire Agreement: This Agreement, together with any applicable Order Form(s), constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements.
  
  
• Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest via merger or acquisition.
  
  
• Force Majeure: Neither party shall be liable for delay or failure to perform due to causes beyond their reasonable control.
  
  
• Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
  
  
• Export Compliance: You agree to comply with all applicable export laws and regulations of the United States and other jurisdictions.
  
  
• Waiver: No waiver of any breach or default shall be deemed a waiver of any other breach or default.
  
  
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force.
  
  
• Notices: All legal notices must be sent via email and certified mail to the addresses listed in the Order Form or as otherwise designated in writing.
  
  
• No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties and their permitted assigns; no other person or entity shall have any rights.
  
  
• Survival: Sections related to payment, data rights, confidentiality, indemnity, limitations of liability, and other obligations which by their nature should survive termination shall survive.
  
  
• Execution and Counterparts: This Agreement may be executed electronically and in counterparts, each of which is deemed an original.

Electronic Delivery & Acceptance

You consent to receive all notices and documentation electronically. Agreement to these terms is made by checking the acceptance box, signing an order form, or otherwise using the Services.