Legal · Master Services Agreement

Master Services Agreement.

Effective 2026-10-14
What this is. The Master Services Agreement (MSA) governing the SweetNote B2B platform relationship. The MSA is signed alongside the Data Processing Agreement and any executed Order Form ("SOW") covering volume, pricing, and term.

How to execute. Same paper for every brand. SweetNote's counter-signature is applied automatically, typically within minutes of Customer's commercial commitment; the counter-signed PDF lands in the Customer's portal at Settings → Contracts and is emailed to the contact on the Customer's account (see Section 14). We don't redline, structural fairness is the product, and accepting one brand's edits would compromise it for the next. Standard objections are pre-addressed inline; questions go to legal@thesweetnote.com. Why same paper →

1. Parties

This Master Services Agreement (the "Agreement") is entered into between The Sweet Note, Inc., a Delaware corporation operating the SweetNote B2B platform ("SweetNote"), and the business customer identified in the Order Form ("Customer"). SweetNote and Customer are each a "Party" and together the "Parties."

1.1 Certain definitions

The following defined terms apply throughout this Agreement. Other capitalized terms are defined where they first appear or in the DPA.

2. The Services

SweetNote provides the SweetNote B2B platform (the "Services"), comprising:

The specific Services Customer subscribes to, the volume covered, and any custom configuration are described in the Order Form. Service availability commitments and service-credit remedies are set forth in Exhibit A (Service Level Agreement), which is incorporated into and forms part of this Agreement. Where Customer is a Public Entity, Exhibit B (Public Entity Terms) is likewise incorporated and supersedes the provisions it names.

3. Customer obligations

3.1 Acceptable Use Policy (AUP)

The platform-wide Acceptable Use Policy at thesweetnote.com/legal/aup.html is incorporated into this Agreement by reference and binds Customer, Customer's Operators, Customer's authorized third-party integrators, and any other person acting on behalf of or with the authorization of Customer in connection with the Services. Customer is responsible under this Agreement for ensuring that such persons comply with that Policy. The content-specific obligations in this Section 3.1 supplement, and do not limit, the platform-wide Policy. Customer agrees that all video creative, recipient lists, and other content Customer submits to SweetNote will:

SweetNote does not run automated content moderation on Customer-supplied videos in the B2B service (see DPA §14.2); content compliance rests on Customer's AUP attestation.

AUP enforcement procedure. If SweetNote believes Customer has breached the AUP, SweetNote will notify Customer in writing identifying the specific content or conduct at issue and the AUP provision SweetNote believes has been breached. Customer has five (5) business days from such notice to cure the breach or to respond in writing disputing SweetNote's determination, except that SweetNote may suspend Services immediately and without prior notice in cases of (i) content that on its face is illegal under U.S. federal or state law (e.g., child sexual abuse material, content directly incitative of imminent violence), (ii) ongoing or imminent material harm to recipients, third parties, or SweetNote's infrastructure, or (iii) a court or governmental order requiring suspension. Where Customer disputes SweetNote's determination in writing within the cure window, SweetNote will reconsider the determination in good faith; Customer's dispute may be escalated through the dispute-resolution procedure in Section 13.2. Termination for an uncurable AUP breach is governed by Section 5.

3.2 Recipient business purpose and notice

Customer is the data controller (or, under CCPA / CPRA terminology, Business) for recipient Personal Data. Customer is responsible for establishing the basis for recipient processing under applicable U.S. law (typically Customer’s documented business purpose arising from an existing relationship with the recipient, supplemented by recipient consent captured through the reveal-page’s analytics-consent ribbon for the consent-gated watch-depth measurement and by the action-as-consent mechanism for the reaction and CTA-click events) and for providing recipients with appropriate notice of Customer’s data practices. SweetNote supports this with the consent infrastructure built into every SweetNote-hosted reveal page; on a direct-delivery study, the notices and any consents on Customer’s own page are Customer’s (DPA Section 4A). The substantive determination of the lawful basis for processing remains Customer’s.

3.3 Account credentials and access

Customer is responsible for the security of its dashboard credentials, API keys, and webhook signing secrets. Customer must notify SweetNote promptly (security@thesweetnote.com) of any suspected unauthorized access.

4. Fees and payment

Fees and payment terms are set out in the executed Order Form (and per-study SOWs that reference this Agreement). SweetNote prices research studies, not subscriptions. Each study is a single line item priced per the published formula:

Fees are billed in U.S. dollars and are exclusive of taxes, withholdings, and currency-conversion fees, which are Customer's responsibility. Late payments on invoiced studies accrue interest at 1.0% per month or the maximum rate permitted by law, whichever is lower.

5. Term and termination

This Agreement is per-study; there is no subscription, no auto-renewal, and no minimum commitment beyond the studies Customer has actively scoped. Each per-study Order Form attaches to this Agreement on execution and defaults to the term of the underlying study (the Engagement window plus the Dashboard-access tail, each as defined in Section 1.1). This MSA itself remains in force for so long as Customer holds an active or pending Order Form with SweetNote, or until terminated under this Section.

Either Party may terminate this Agreement immediately on written notice if the other Party (a) materially breaches this Agreement and fails to cure within 30 days of written notice; (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) violates the Acceptable Use Policy in a manner that cannot be cured. SweetNote may suspend Services without termination for AUP violations pending investigation. Customer may also terminate this Agreement for chronic SLA failure as provided in Exhibit A §A.5; the carveouts and refund provisions in Exhibit A §A.5 apply to such termination.

Refund on termination for SweetNote's uncured breach. If Customer terminates under clause (a) above for a material breach by SweetNote that SweetNote failed to cure within the 30-day cure period, Customer receives (i) a full refund of fees paid for any study still in pre-activation status as of the termination effective date, and (ii) a pro-rated refund for the unexpired portion of any study that is active (post-activation) at that date, calculated based on the remaining engagement-window days (mirroring the change-of-control refund in Section 13.12). Such refunds are in addition to any accrued Service Credits under Exhibit A and do not limit any other remedy available to Customer, subject to the liability framework in Section 9.

6. Intellectual property

6.1 SweetNote IP. SweetNote retains all right, title, and interest in the SweetNote platform, including software, dashboards, methodologies, benchmarks, documentation, trademarks, and any improvements or derivatives. Customer receives a non-exclusive, non-transferable, non-sublicensable license to use the Services for the purposes described in the Order Form during the term.

6.2 Customer IP. Customer retains all right, title, and interest in Customer-supplied content, including video creative, recipient lists, brand assets, copy, and configuration. Customer grants SweetNote a worldwide, royalty-free license to host, transmit, store, display, and process Customer-supplied content solely as necessary to provide the Services and consistent with the DPA.

6.3 Aggregate insights. Customer grants SweetNote a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, and publish data derived from Customer's use of the Services after de-identification (as defined in California Civil Code § 1798.140(m) and analogous state-law definitions) and after aggregation at the sample-floor thresholds described in the DPA (k ≥ 10 other contributing brands per benchmark cell (the comparator is the network excluding Customer, so a cell unlocks at eleven brands in total) and n ≥ 25 recipients per cell for the portal benchmark, with elevated thresholds of k ≥ 15 contributing brands per cell and n ≥ 50 recipients per cell for external academic publications, plus the cell-merge transformations, noise-injection controls, 30-day-prior-publication notification, and per-publication exclusion right described in DPA Section 4 ("Anti-reverse-identification controls")) for the following purposes: (a) computing and publishing cross-tenant industry benchmarks; (b) improving the Services and SweetNote's research methodology, including but not limited to publication of methodology findings, instrument validation results, and aggregate behavioral patterns in pre-print working papers (including but not limited to the Social Science Research Network) and peer-reviewed academic journals; (c) producing internal product analytics; and (d) submitting de-identified aggregate data to research data repositories (such as the Open Science Framework) where pre-registration of methodology or replication of results requires public availability of the analysis dataset, provided that the dataset is floor-compliant (k ≥ 15 / n ≥ 50 for academic publication — a property of the published dataset itself, so counted raw; k ≥ 10 other contributing brands / n ≥ 25 for the portal benchmark, on the leave-one-out comparator defined above) and individual brands or recipients are never identified. No published benchmark, paper, or dataset under this license identifies Customer or any individual recipient. Customer's rights under DPA Section 4 to be notified at least thirty (30) days before public posting of any academic output to which Customer's contribution materially contributed, and to request exclusion of Customer's contribution from any specific publication, are contractual rights independent of this license and are not waived by Customer's grant of the license. This license survives termination of this Agreement with respect to data already de-identified and aggregated as of the date of termination.

7. Attribution, publicity, and Founding-Partner participation

7.1 Voluntary attribution (no pricing impact)

Any Customer may, at its option, agree to participate in any of the following. Except where a Customer accepts the Founding-Partner participation terms in Section 7.2, each item below is voluntary, recorded in an Order Form addendum, and has no effect on Customer's per-study price (pricing terms are set in Section 4).

7.2 Founding-Partner participation terms

Founding-Partner status is not exchanged for a price concession; SweetNote offers no founding-partner discount (Section 4). The consideration flowing to a Founding Partner is the precision commitment in Section 4, the named citation in Section 7.1, and the founder access and pre-lock input on the methodology. A Customer elects Founding-Partner status in writing at scoping; SweetNote confirms the election in writing, and the precision target it carries is recorded on the Order Form under Section 4. In consideration of those benefits, a Customer that elects Founding-Partner status accepts the participation terms below.

These terms are elective. A Customer may purchase any study at the published price without accepting any of them, and Founding-Partner status may be relinquished at any time on the wind-down mechanics stated at the end of this Section 7.2.

A Founding Partner may rescind the participation terms in this Section 7.2 only by relinquishing Founding-Partner status and the associated benefits (the Section 4 precision commitment, the named citation, and founder access). On rescission, the license in 7.2(a) winds down on the prospective-revocation mechanics stated there, and the reference and named-citation commitments cease prospectively.

8. Warranties and disclaimers

8.1 SweetNote warranty

SweetNote warrants that the Services will be provided with reasonable care and skill and substantially in accordance with the SweetNote documentation linked from this Agreement at the time of execution (the "Documentation"). The Documentation may be updated from time to time as the Services evolve; updates to the Documentation that materially reduce the functionality SweetNote committed to at execution are subject to the change-of-terms process in DPA Section 16. Customer's exclusive remedy for a SweetNote breach of this warranty is, at SweetNote's option, to (a) re-perform the affected Services to bring them into conformity, or (b) refund fees prepaid by Customer for any study not yet activated as of the breach. Claims for damages arising from a breach of this warranty are additionally subject to the Limitation of Liability in Section 9 and the Indemnification framework in Section 10.

Estimates computed from Customer's own inputs are not Documentation. Where the Services calculate a figure from commercial inputs Customer supplies (for example, the cost-per-response, return-on-spend, payback and break-even figures on the Results tab, which use Customer's own gift costs and per-unit values), that figure is an illustrative calculation on Customer's assumptions, not a warranted output, and the warranty above covers only that the calculation is performed as the Documentation describes. Those inputs are Customer's Confidential Information under Section 11. They are not Personal Data, are used only to compute Customer's own figures, and do not enter the cross-tenant benchmark.

8.2 Customer warranties — general

Customer warrants that (a) it has all necessary rights and consents to provide the content and recipient data it submits to SweetNote; (b) the individual executing this Agreement on its behalf has full authority to bind Customer; (c) Customer's use of the Services will comply with all applicable laws, including data-protection, anti-discrimination, intellectual-property, advertising, and unsolicited-communication laws; and (d) Customer is not subject to any U.S., U.K., E.U., U.N., or other applicable sanctions regime that would prohibit Customer from purchasing the Services or that would prohibit SweetNote from providing the Services to Customer.

8.3 Customer warranties — recipient lists

For every recipient list Customer uploads to the SweetNote platform, Customer represents and warrants that, as of the date the list is uploaded and as of every date on which the list is used to generate or send a SweetNote moment under a per-study SOW:

SweetNote does not independently verify any of the warranties in this Section 8.3. The warranties in this Section run from Customer to SweetNote, are material to SweetNote's willingness to provide the Services, and breach of any warranty in this Section triggers Customer's indemnification obligations in Section 10.4. Customer's obligation to maintain the warranties in this Section survives for so long as recipient Personal Data from the list remains in the SweetNote platform.

8.4 Customer attestations — randomized methodologies

For per-study SOWs that scope a randomized methodology under which Customer's execution choices materially affect the validity of the causal claim (specifically, the Gift A/B methodology and the Gift Lift methodology, and any successor methodology that depends on per-variation execution parity), Customer makes the following additional attestations at the time of scoping, each of which is a contractual representation and warranty under this Agreement and not solely a user-interface acknowledgment:

These attestations are presented for Customer's affirmative acceptance in the SweetNote scoping interface at the moment Customer launches a Gift A/B or Gift Lift study and are captured in the per-study SOW. The attestations bind Customer for the entirety of the engagement window. Breach triggers Customer's indemnification obligations in Section 10.4 and SweetNote's termination rights in Section 5.

8.5 Disclaimers

EXCEPT FOR THE WARRANTIES EXPRESSLY STATED ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND SWEETNOTE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

9. Limitation of liability

9.1 General cap

EXCEPT AS SET OUT IN SECTIONS 9.2 (HIGHER CAP FOR DATA-PROTECTION INCIDENTS AND IP INDEMNIFICATION) AND 9.3 (UNCAPPED LIABILITY), EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS, REGARDLESS OF THE LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY CUSTOMER TO SWEETNOTE UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS ($250,000) (the "General Cap").

9.2 Higher caps for data-protection incidents and indemnification (two separate caps)

The General Cap in Section 9.1 does not apply to the following two categories of claims, each of which has its own dedicated cap:

The $500,000 figure operates as a minimum cap; each cap scales upward in proportion to Customer's fees through the 2× multiplier on the General Cap. For Customers whose 12-month fees exceed $250,000, the Data-Protection Cap and the Indemnification Cap each rise above $500,000 (e.g., $1M in 12-month fees yields a General Cap of $1M, a Data-Protection Cap of $2M, and an Indemnification Cap of $2M).

The Data-Protection Cap and the Indemnification Cap are independent ceilings; an event that triggers both caps may result in recovery up to the sum of the two caps. The General Cap in Section 9.1 does not apply additively to claims falling under Section 9.2.

9.3 Uncapped liability

Nothing in this Agreement limits either Party's liability for: (a) breach of confidentiality obligations under Section 11, except that any claim arising from a Security Incident, data breach, or other violation of the DPA (including the DPA Outcome Attribution Schedule) is not uncapped under this clause (a) — including where such a claim is also characterized as a breach of confidentiality — and is instead governed exclusively by the Data-Protection Cap in Section 9.2(a); (b) gross negligence, fraud, or willful misconduct; (c) a Party's payment obligations for fees owed under an executed Order Form; (d) any liability that cannot be excluded or limited under applicable law (including, where applicable, claims for personal injury or death caused by negligence). Customer's indemnification obligations under Section 10.4 are not uncapped: subject to clauses (b) and (d), each sits under the Indemnification Cap in Section 9.2(b), for every Customer (see also Exhibit B §B.2).

9.4 Exclusion of consequential damages

EXCEPT FOR THE UNCAPPED LIABILITIES IN SECTION 9.3, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. For clarity, the foregoing exclusion does not apply to: (a) Customer's direct damages arising from a Security Incident or other breach by SweetNote of the DPA, including breach-response costs, regulatory fines properly assessed against Customer, notification costs, and credit-monitoring services provided to affected recipients (such damages are direct and remain subject to the Data-Protection Cap in Section 9.2(a)); or (b) amounts owing under the indemnification obligations of Section 10 (subject to the Indemnification Cap in Section 9.2(b) or, for SweetNote's Security Incident defense under Section 10.1, the Data-Protection Cap in Section 9.2(a)).

9.5 Insurance

SweetNote maintains, at its expense, commercially reasonable business insurance appropriate to the Services for the duration of Customer's active engagement, comprising: (a) Commercial General Liability with a per-occurrence limit of not less than $1,000,000 and an aggregate limit of not less than $2,000,000; (b) Cyber Liability covering data-breach response, regulatory defense, and third-party privacy liability, at limits appropriate to engagement size and data scope; and (c) Professional Liability (Errors & Omissions) with a per-claim limit of not less than $1,000,000 and an aggregate limit of not less than $2,000,000. The limits stated in (a) and (c) are floors; SweetNote reviews all coverages as engagement size and data scope warrant, and the Certificate of Insurance described below evidences the limits actually in force. On Customer's written request to legal@thesweetnote.com, SweetNote will request from its carrier a Certificate of Insurance evidencing the foregoing coverages; the carrier typically issues the certificate within 1–2 business days. Where Customer's procurement process requires it, SweetNote will, on Customer's written request to legal@thesweetnote.com, name Customer as an additional insured on its Commercial General Liability policy on a primary and non-contributory basis, with waiver of subrogation, per the policy's blanket endorsements; this grant applies to the Commercial General Liability policy only, and the endorsed Certificate of Insurance typically issues within 1–2 business days. For the avoidance of doubt, the liability framework in Sections 9.1 through 9.4 (including the General Cap, Data-Protection Cap, Indemnification Cap, and uncapped-liability carveouts) governs Customer's recovery independent of any insurance-recovery framework.

Notice of lapse, cancellation, or material reduction. SweetNote will notify Customer in writing within five (5) business days of any lapse, cancellation, non-renewal, or material reduction in any of the coverages required by this Section 9.5. SweetNote will use commercially reasonable efforts to bind replacement coverage on equivalent terms without interruption; if a replacement cannot be bound within thirty (30) days of the notice, Customer may, on written notice, suspend new study purchases under this Agreement until coverage is restored.

10. Indemnification

10.1 SweetNote indemnification

SweetNote will defend Customer against any third-party claim alleging that the SweetNote platform, as provided by SweetNote and used by Customer as permitted under this Agreement, infringes an issued U.S. patent, a U.S. copyright (whether registered or unregistered), a U.S. trademark, or a trade secret as defined by the U.S. Defend Trade Secrets Act or applicable state law (each, an "IP Claim"), and SweetNote will pay all damages, costs, and reasonable attorneys' fees finally awarded against Customer or agreed in settlement (subject to Section 9.2).

Security Incident claims. SweetNote will also defend Customer against any third-party claim, including a proceeding brought by a regulator, to the extent it arises from a Security Incident affecting Personal Data in the custody of SweetNote or its subprocessors, and will pay the damages, the fines and penalties assessed against Customer (to the extent an indemnity for them is permitted by law), the costs and the reasonable attorneys' fees finally awarded against Customer or agreed in settlement. This obligation is subject to the Data-Protection Cap in Section 9.2(a) and to the procedure in Section 10.5, except that where the claim is a proceeding brought by a regulator against Customer, Customer may elect to control its own defense with counsel of its choice, SweetNote paying the reasonable costs of that defense within the Data-Protection Cap and being consulted before any settlement. It does not extend to the part of a claim caused by Customer's own breach of this Agreement or the DPA.

10.2 IP indemnification carveouts

SweetNote's obligations under Section 10.1 do not apply to the extent an IP Claim arises from: (a) Customer-supplied content, recipient data, brand assets, or other materials Customer provides to or through the Services; (b) modifications to the Services made by Customer or any third party at Customer's direction; (c) combination of the Services with any third-party product, service, or content not provided or approved in writing by SweetNote; (d) Customer's use of the Services outside the scope permitted by this Agreement; (e) Customer's continued use of an allegedly infringing portion of the Services after SweetNote has notified Customer of the claim and provided a non-infringing alternative under Section 10.3; or (f) Customer's settlement of an IP Claim without SweetNote's prior written consent.

10.3 SweetNote's remedies for an IP Claim

If the Services become, or in SweetNote's reasonable opinion are likely to become, the subject of an IP Claim, SweetNote may at its option and expense: (a) procure for Customer the right to continue using the affected portion of the Services; (b) modify the affected portion to be non-infringing while preserving substantially equivalent functionality; (c) replace the affected portion with non-infringing functionality of substantially equivalent capability; or (d) if (a)–(c) are not commercially reasonable, terminate the affected Order Form on written notice to Customer and refund any fees prepaid by Customer for studies not yet activated as of the termination effective date. The remedies in this Section 10.3 are Customer's exclusive remedies and SweetNote's entire liability for an IP Claim, subject to Section 9.2.

10.4 Customer indemnification

Customer will defend SweetNote against any third-party claim arising from: (a) Customer-supplied content (including video creative, written copy, brand assets, and recipient lists) that violates the AUP, infringes any third-party right, or violates any applicable law; (b) Customer's recipient list, the lawful basis for recipient processing, or Customer's failure to provide required notice or consent to recipients, including any breach of the recipient-list warranties in Section 8.3(a) through (h); (c) Customer's representation that all recipients are adults under applicable law (DPA Section 4 and MSA Section 8.3(d)) or that recipient lists exclude minors; (d) Customer's breach of Section 3 (Customer obligations) or the platform-wide Acceptable Use Policy; (e) Customer's tax, withholding, or remittance obligations on payments to SweetNote; (f) Customer's representation that the signatory had authority to bind Customer; (g) Customer's combination of the Services with products, services, or data that SweetNote did not provide or approve; (h) Customer's breach of the execution-identical attestation in Section 8.4(a) or the randomization-honor attestation in Section 8.4(b), including any third-party claim that the resulting study materially misrepresented a causal effect because Customer or Customer's fulfillment partner did not honor the attestation; or (i) any claim by a recipient or by a third party acting on a recipient's behalf alleging that the recipient was contacted without lawful basis, without required notice or consent, or in violation of any applicable suppression list, opt-out, or unsubscribe instruction. Customer will pay all damages, costs, and reasonable attorneys' fees finally awarded against SweetNote or agreed in settlement (subject to Section 9.2). Every indemnification obligation of Customer under this Section 10.4 is subject to the Indemnification Cap in Section 9.2(b). Where Customer is a Public Entity, this Section 10.4 is modified by Exhibit B: every obligation is capped (§B.2), each applies only as law and appropriation permit (§B.3), and Customer indemnifies but does not defend (§B.4).

10.5 Indemnification procedure

The Party seeking indemnification (the "Indemnified Party") will: (a) give the indemnifying Party (the "Indemnifying Party") prompt written notice of the claim (Indemnifying Party's failure to receive prompt notice will reduce its obligations only to the extent the delay materially prejudiced its defense); (b) give the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party will not enter into any settlement that imposes any non-monetary obligation, admission of liability, or unindemnified payment on the Indemnified Party without the Indemnified Party's prior written consent (such consent not to be unreasonably withheld); and (c) reasonably cooperate with the Indemnifying Party in the defense at the Indemnifying Party's expense. The Indemnified Party may participate in the defense at its own expense with counsel of its choice. Clause (b) does not apply where Customer is a Public Entity and is the Indemnifying Party; Exhibit B §B.4 governs instead.

11. Confidentiality

11.1 Definition

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Agreement that is either (a) marked or designated as confidential at the time of disclosure, (b) disclosed in a manner that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, or (c) regardless of marking, includes: SweetNote's product roadmap, source code, security architecture, pricing methodology, customer lists, benchmark methodology, and pre-publication research outputs; Customer's recipient Personal Data, recipient lists, brand strategy, financial information, and study results; and the terms of this Agreement and any Order Form.

11.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) was lawfully in the Receiving Party's possession before disclosure by the Disclosing Party, without confidentiality obligation; (b) is or becomes generally available to the public other than through the Receiving Party's breach of this Agreement; (c) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) was lawfully received from a third party without confidentiality obligation.

11.3 Use and protection

The Receiving Party will: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in any event no less than a reasonable standard of care; (b) use Confidential Information solely to perform under or exercise rights under this Agreement; and (c) limit disclosure to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 11.

11.4 Compelled disclosure

If the Receiving Party is compelled by law, court order, or regulatory inquiry to disclose Confidential Information, the Receiving Party will (to the extent legally permitted) promptly notify the Disclosing Party in writing so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party will disclose only that portion of the Confidential Information that is legally required and will use reasonable efforts to obtain confidential treatment of the disclosed information.

11.5 Term and remedies

Confidentiality obligations survive termination of this Agreement for five (5) years following termination, except that obligations with respect to information that constitutes a trade secret survive for as long as the information remains a trade secret under applicable law. The Parties acknowledge that breach of this Section 11 may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching Party may seek injunctive or equitable relief in addition to any other remedies available at law.

12. Data protection

The processing of Personal Data under this Agreement is governed by the executed Data Processing Agreement ("DPA"). The DPA is incorporated by reference and forms part of this Agreement. In the event of conflict between this Agreement and the DPA on data-protection matters, the DPA controls.

12.1 Operational audit rights

Distinct from the data-protection audit rights in DPA §12 (which cover SweetNote's processing of Personal Data under the DPA), Customer is entitled to a general operational audit of the SweetNote services Customer uses, subject to the following conditions:

12.2 SweetNote staff access to Personal Data

SweetNote operates an internal privacy hard-wall across the operator tooling its personnel use to run the Services. Those internal surfaces read aggregate, de-identified data only: no internal surface — including the founder's — exposes a per-recipient reaction, per-recipient engagement timing, or any name-attached engagement signal, and routine platform operation, analytics, and support neither require nor grant per-recipient identity access. Authorized SweetNote personnel access recipient-identifying Personal Data (recipient names and any addresses Customer supplied) only through the logged data-subject-request fulfillment path described in DPA §10, which records each such access in the audit log retained under DPA §13. This control is described for recipients in the SweetNote privacy notice §9.

13. General provisions

13.1 Governing law. This Agreement is governed by the laws of the State of Delaware without regard to its conflict-of-laws principles. Where Customer is a Public Entity, this clause does not apply and Exhibit B §B.5 governs instead.

13.2 Dispute resolution, informal negotiation and mediation prerequisite. Before either Party files any action in court, the Parties will attempt to resolve the dispute in good faith as follows: (a) Notice of dispute, the disputing Party will send written notice to the other Party (per the Notices clause below) describing the dispute and the relief sought, and the Parties will discuss the dispute in good faith for at least thirty (30) days after the notice; (b) Mediation, if the dispute is not resolved during the informal-negotiation period, the Parties will submit the dispute to non-binding mediation under the American Arbitration Association Commercial Mediation Procedures (or such other mediation service as the Parties mutually select), with a single mediator and a mediation period of up to sixty (60) days from the request for mediation; mediation fees and the mediator's costs are shared equally; each Party bears its own attorneys' fees during mediation. The Parties will participate in mediation in good faith. Neither Party is required to accept any settlement proposal. Court action is permitted only after the mediation period has ended without resolution, except as set out in the Carveouts paragraph below.

13.3 Venue. Subject to the Carveouts paragraph below, the Parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any action arising from or relating to this Agreement, and waive any objection to such venue on grounds of forum non conveniens or otherwise. Where Customer is a Public Entity, this clause does not apply — venue is non-exclusive and lies in Customer's own jurisdiction per Exhibit B §B.5, and no forum objection is waived.

13.4 Carveouts to the mediation prerequisite and venue. Either Party may, without first proceeding through the informal-negotiation or mediation steps, seek a temporary restraining order, preliminary injunction, or other equitable relief in any court of competent jurisdiction to: (a) protect its intellectual property rights; (b) enforce its confidentiality rights under Section 11; (c) prevent unauthorized use, disclosure, or misappropriation of trade secrets or Confidential Information; or (d) prevent imminent and irreparable harm for which monetary damages would be inadequate. The Parties acknowledge that disputes of this nature require immediate judicial intervention and are not suited to the mediation process. No class-action or representative-action waiver. The Parties do not waive any right to participate in a class action or representative action; this Agreement does not contain an arbitration clause or class-action waiver.

13.5 Notices. All notices under this Agreement must be in writing and delivered by email to legal@thesweetnote.com (for notices to SweetNote; notices may also be sent by courier or mail to The Sweet Note, Inc., 526 Calle Cuervo, Arroyo Grande, CA 93420, which is also SweetNote's address for service of process) and to the email address Customer designates in the Order Form (for notices to Customer). Notices are deemed received upon delivery confirmation, or one (1) business day after transmission if no delivery-failure notification is received by the sender, whichever occurs earlier. Customer will notify SweetNote within five (5) business days of any change to the email address designated for notice; failure to update the address does not invalidate notices properly sent to the address most recently on file. Notices of termination, breach, indemnification claims, or assignment must additionally be marked "Legal Notice, Action Required" in the subject line.

13.6 Order of precedence. In any conflict among the documents that together govern the Parties' relationship, the order of precedence is: (a) the DPA controls on data-protection matters per Section 12; (b) the DPA Outcome Attribution Schedule controls on Conversion Data and outcome-attribution matters when in force; (c) the DPA Recipient-Level Export Schedule controls on the recipient-level export and Export Data matters when in force; (d) the executed Order Form (Study Order Form / SOW) controls on study-specific terms (pricing, scope, schedule, deliverables) for that study; (e) Exhibit B (Public Entity Terms) controls, where Customer is a Public Entity, on the matters it addresses; (f) Exhibit A (Service Level Agreement) controls on service-level matters; and (g) this Agreement controls in all other respects. Where two or more documents address the same subject without conflict, all apply.

13.7 Authority to bind. Each Party represents and warrants that the individual executing this Agreement (or accepting it on behalf of the Party through clickwrap, counter-signature, or other electronic means) has full authority to do so and to bind the Party to its terms.

13.8 Counterparts and electronic signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. The Parties consent to execution by electronic signature, clickwrap acceptance in the SweetNote portal, or auto-generated counter-signature PDF. Electronic execution is enforceable under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA) as adopted in Delaware and other applicable states, and analogous laws. The Parties waive any defense to enforceability based on the electronic form of execution.

13.9 Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the Parties. Neither Party has authority to bind the other or to incur obligations on the other's behalf.

13.10 No third-party beneficiaries. This Agreement is for the benefit of the Parties and their permitted successors and assigns only. No third party (including any recipient, employee, or contractor of either Party) has any right to enforce any term of this Agreement, except that nothing in this clause limits the rights of indemnitees under Section 10 or the privacy commitments to recipients addressed in the DPA.

13.11 Waiver. A Party's failure or delay in exercising any right under this Agreement does not waive that right. A waiver of any breach does not waive any subsequent breach. Waivers are effective only if in writing and signed by the waiving Party.

13.12 Assignment. Neither Party may assign this Agreement without the other's prior written consent, except that SweetNote may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, with at least ninety (90) days’ prior written notice to Customer. If the successor is a competitor of Customer, Customer may terminate this Agreement on written notice within the same 90-day window and receive (a) a full refund of fees paid for any study still in pre-activation status at the effective date of the change of control, and (b) a pro-rated refund for the unexpired portion of any study that is active at the effective date of the change of control, calculated based on the remaining engagement-window days. For purposes of this clause, a "competitor" is an entity that (i) markets or sells a product or service materially similar to Customer’s principal commercial offering, AND (ii) targets the same buyer segment or recipient population as Customer. For clarity, a SaaS company that incidentally serves the same buyer segment as Customer with a non-competing product (e.g., a CRM, a CMS, an email-marketing platform, or a payments provider) is not a competitor for purposes of this clause. The Parties acknowledge that the determination requires reasonable judgment; in case of dispute, the dispute-resolution procedure in Section 13.2 applies. Any purported assignment in violation of this clause is void.

13.13 Force majeure. Neither Party is liable for failure or delay in performance due to events beyond its reasonable control (including natural disasters, acts of war or terrorism, governmental action, public-health emergencies, internet or infrastructure failures, and labor disputes not involving the affected Party's own workforce), provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) consecutive days, either Party may terminate the affected Order Form on written notice; SweetNote will refund any fees prepaid for studies not yet activated. Force majeure does not excuse the Parties' confidentiality, payment, or data-protection obligations.

13.14 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision is modified to the minimum extent necessary to make it enforceable while preserving the Parties' intent; if no enforceable modification is possible, the provision is severed and the rest of the Agreement is enforced as if it had not been included.

13.15 Headings and interpretation. Headings are for convenience only and do not affect the interpretation of this Agreement. References to "including" mean "including without limitation." References to specific statutes or regulations include any successor or amended version.

13.16 Anti-bribery and sanctions. Each Party represents that it will comply with all applicable anti-bribery and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act) and applicable economic sanctions and export-control laws (including those administered by the U.S. Office of Foreign Assets Control). Neither Party will take any action that would cause the other to be in violation of such laws.

13.17 Compliance with laws. Each Party will comply with all applicable laws, rules, and regulations in performing under this Agreement.

13.18 Same-paper covenant. SweetNote covenants that this Agreement, the DPA, the DPA Outcome Attribution Schedule, the DPA Recipient-Level Export Schedule, the Service Level Agreement at Exhibit A, the published refund policy, and the published per-study pricing formula are the same as those offered to every other Customer at the same study size. SweetNote will not (a) offer to any other Customer terms materially more favorable to that Customer than those offered to Customer under the corresponding document, or (b) redline this Agreement, the DPA, the DPA Outcome Attribution Schedule, the DPA Recipient-Level Export Schedule, or Exhibit A for any other Customer. If SweetNote breaches this covenant by offering materially more favorable terms to another Customer of the same study size, Customer may, on written notice to SweetNote within ninety (90) days of learning of the more favorable terms, elect those more favorable terms with prospective effect (applying to any study scoped by Customer after the date of election). The following are not "materially more favorable terms" under this covenant: (i) the Founding-Partner precision commitment described in Section 4, available to the first ten paying brands who elect Founding-Partner status and accept the participation terms in Section 7.2 (logo-use grant, published case study, reference availability, and named-citation grant in the BBMR™ methodology paper), and sunset thereafter — noting that Founding Partners pay the same published price as every other Customer, so no pricing difference arises under this covenant; (ii) jurisdiction-required compliance language and form-only changes (Customer name, contact, subdomain) described in the Contract philosophy; (iii) good-faith clarifications, interpretation guidance, or operational accommodations that do not change the substantive obligations of either Party; and (iv) commercial terms in services or addenda that do not yet exist at the time of any Customer's execution (e.g., later-launched product modules) so long as such terms, once published, are offered to every then-active Customer as a published tier on the same paper, and existing Customers retain the right to migrate to the new tier on the same terms as new Customers electing it; (v) the Public Entity Terms at Exhibit B, which are published, uniform for every Customer that qualifies as a Public Entity under Section B.1, available to any Customer that so qualifies, and adopted because a Public Entity is generally prohibited by law from accepting the corresponding standard provisions — a Customer that is not a Public Entity is not eligible to elect them under this covenant; and (vi) a one-off concession on a single study, made at SweetNote's discretion in response to the circumstances of that study and recorded as an Adjustment line on that study's Order Form, which is never published, offered as a tier or program, or offered automatically, does not change the published pricing formula for that Customer's other studies or for anyone else, and does not change any term of this Agreement, the DPA, its Schedules, or Exhibit A.

13.19 Entire agreement; modifications. This Agreement, together with the DPA, any executed DPA Outcome Attribution Schedule, any executed DPA Recipient-Level Export Schedule, Exhibit A (Service Level Agreement), Exhibit B (Public Entity Terms) where Customer is a Public Entity, and any executed Order Form, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior agreements, written or oral. Modifications to this Agreement are effective only if (a) made through the published-update process described in DPA Section 16, or (b) signed in writing (including electronic signature) by both Parties.

13.20 No category exclusivity. SweetNote grants no category exclusivity to any Customer, platform, reseller, or partner, no preferential placement in or exclusion from cross-tenant benchmarks, and no right to influence benchmark composition, methodology, or the sample floors described in the DPA. This commitment is identical for every Customer, is independent of study size or spend, and survives termination of this Agreement with respect to benchmarks computed from data contributed during the term.

13.21 Survival. Any accrued payment obligation, Section 6 (Intellectual property), Section 9 (Limitation of liability), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Data protection, together with the DPA and any Schedule in force, each on its own survival terms), this Section 13, and any other provision that by its nature is meant to outlast the relationship survive termination or expiration of this Agreement.

14. Execution

This Agreement is executed by both Parties alongside the executed Order Form. For studies of any size, Customer accepts by in-portal clickwrap (fully enforceable under the federal E-SIGN Act and state UETA) and SweetNote's counter-signature is applied automatically by the platform typically within minutes of Customer's commercial commitment; the counter-signed PDF is stored in the Customer's portal at Settings → Contracts and emailed to the contact on the Customer's account. A traditional dual counter-signature is available on request for Customers whose procurement process requires it, on the same published terms. The Agreement is offered as published, same paper for every brand, and is not redlined; structural fairness across customers is treated as a product commitment, not a negotiation point (see Section 13.18 · Same-paper covenant). Pre-execution questions are routed through legal@thesweetnote.com.

Exhibit A · Service Level Agreement (SLA)

A.1 Service Commitment

SweetNote will use commercially reasonable efforts to make the SweetNote platform's recipient-facing reveal pages (and, for direct-delivery studies, the service that forwards each scan) and Customer-facing dashboard available with a Monthly Uptime Percentage of at least 99.0% during each calendar month (the "Service Commitment").

A.2 Definitions

A.3 Service Credits

If the Monthly Uptime Percentage falls below the Service Commitment in a given calendar month, Customer is eligible for a Service Credit calculated as a percentage of Monthly Active Study Fees for that month, per the following schedule:

Monthly Uptime PercentageService Credit
< 99.0% but ≥ 95.0%10% of Monthly Active Study Fees
< 95.0% but ≥ 90.0%25% of Monthly Active Study Fees
< 90.0%50% of Monthly Active Study Fees

Service Credits are issued as a credit against Customer's next invoice, or refunded by the original payment method if no future invoice is expected. Service Credits are the sole and exclusive remedy for any failure to meet the Service Commitment, subject only to Customer's termination right under Section A.5. The Service Commitment applies during the periods Customer has an active study (each study's engagement window plus its dashboard-access tail). Zero-fee-month floor: if a qualifying Unavailability event occurs in a calendar month in which Customer has no Monthly Active Study Fees to credit against (for example, between studies), the Service Credit that would otherwise apply accrues and is applied against the fees of Customer's next study, so a qualifying outage is never reduced to a zero credit solely because no study was active that month.

A.4 Credit request procedure

To receive a Service Credit, Customer must submit a written request to legal@thesweetnote.com within thirty (30) days after the end of the calendar month for which the Service Credit is claimed. The request must include: (a) the affected month; (b) Customer's calculation of the Monthly Uptime Percentage and Service Credit; and (c) any supporting incident-report references (Customer may rely on SweetNote's public status page at status.thesweetnote.com for incident-window records). SweetNote will review the request and respond with the credit amount within ten (10) business days. SweetNote may also issue a Service Credit on its own initiative without a Customer request if SweetNote determines a credit is owed.

A.5 Chronic SLA failure: termination right

If the Monthly Uptime Percentage is below 95.0% for any three (3) consecutive calendar months, or below 90.0% in any single calendar month, Customer may terminate this Agreement for cause on written notice within thirty (30) days of the end of the qualifying month. On such termination, Customer receives (a) all accrued and unpaid Service Credits, and (b) a refund of fees prepaid for any study still in pre-activation status as of the termination effective date. Section 13.12 (Assignment) and Section 9 (Limitation of liability) survive any such termination.

A.6 Status page and incident communication

SweetNote maintains a public status page at status.thesweetnote.com showing platform availability, incident history, and scheduled-maintenance windows. SweetNote will use commercially reasonable efforts to post incidents affecting platform availability to the status page within fifteen (15) minutes of detection, with updates at least every thirty (30) minutes until resolution. Customers may subscribe to status updates via the status page's RSS feed or email-notification mechanism.

Exhibit B · Public Entity Terms

Why this Exhibit exists. Many public institutions are legally unable to sign the standard form — not because the risk is too large, but because their constitution or statutes forbid the promise at any size. A state university generally cannot indemnify a private company without limit, cannot accept a duty to defend (only its Attorney General represents it), and cannot consent to another state’s exclusive jurisdiction. Rather than redline the Agreement deal by deal, SweetNote publishes one uniform set of Public Entity Terms that applies automatically to every Customer that qualifies. Same paper, same price, no negotiation.

B.1 When this Exhibit applies

This Exhibit applies automatically, without amendment, negotiation, or separate signature, where Customer is a Public Entity. A "Public Entity" means (a) a State of the United States, or an agency, department, board, commission, authority, or instrumentality of a State; (b) a public college or university, a public university system, or an entity that is itself an instrumentality of a State and affiliated with such an institution; (c) a public school district, community-college district, hospital district, transit district, or other special district; (d) a county, city, town, village, or other political subdivision; (e) an agency or instrumentality of the United States; or (f) a federally recognized tribal government or an instrumentality thereof. Customer represents at scoping that it is a Public Entity, and that representation is a warranty under Section 8.2. This Exhibit applies from the date the representation is made; it does not apply to any claim arising before that date, and a materially inaccurate representation is a breach of Section 8.2 for which this Exhibit affords Customer no benefit. Where Customer is a Public Entity, the provisions of this Exhibit supersede the corresponding provisions of this Agreement as to that Customer; every other provision of this Agreement applies unchanged. This Exhibit is incorporated into and forms part of this Agreement.

B.2 Customer's capped exposure

Section 9.2(b) caps every Customer indemnification obligation under Section 10.4 for every Customer, Public Entities included. No indemnification obligation of Customer under Section 10.4 is uncapped.

Section 9.3 is written against either Party, so its clauses (a) and (b) would otherwise impose uncapped liability on Customer as well. As to Customer, Sections 9.3(a) (breach of confidentiality) and 9.3(b) (gross negligence, fraud, or willful misconduct) apply only to the extent permitted by the law governing Customer and only to the extent of funds lawfully appropriated and available, on the same terms as Section B.3. For the avoidance of doubt, Section 9.3(c) (Customer's obligation to pay fees owed under an executed Order Form) and Section 9.3(d) (liability that cannot be limited under applicable law) are unaffected by this Exhibit, and nothing in this Exhibit limits Customer's obligation to pay for Services rendered or purports to cap liability for fraud where the law governing Customer does not permit that limitation.

B.3 Indemnification is subject to law and to appropriation

Each indemnification obligation of Customer under Section 10.4 applies only to the extent permitted by the constitution, statutes, and regulations of the jurisdiction governing Customer, and only to the extent of funds lawfully appropriated and available for the purpose. Nothing in this Agreement requires Customer to indemnify SweetNote where Customer lacks legal authority to do so, to create a debt or obligation in excess of or in advance of an appropriation, or to make any payment prohibited by applicable law. Where Customer is an agency or instrumentality of the United States, no indemnification obligation arises except as expressly authorized by federal statute, and nothing in this Agreement is construed to obligate the United States in violation of the Anti-Deficiency Act (31 U.S.C. § 1341).

B.4 Customer indemnifies; Customer does not defend

The duty to defend in the first sentence of Section 10.4 does not apply to Customer, and Section 10.5(b) does not apply where Customer is the Indemnifying Party. Instead: SweetNote controls the defense of any claim within the scope of Section 10.4 with counsel of its choosing; Customer reasonably cooperates in that defense; and Customer indemnifies SweetNote for damages, costs, and reasonable attorneys' fees finally awarded against SweetNote or agreed in settlement, to the extent of Customer's obligation as modified by this Exhibit. SweetNote will not settle any such claim in a manner that imposes a non-monetary obligation, an admission of liability, or an unindemnified payment on Customer without Customer's prior written consent (such consent not to be unreasonably withheld). Where Customer is represented by an Attorney General, a county or city attorney, or an equivalent public law officer, nothing in this Agreement limits that officer's statutory authority over Customer's legal representation.

B.5 Governing law and venue

Sections 13.1 and 13.3 do not apply. This Agreement is governed by the laws of the jurisdiction in which Customer is organized, without regard to its conflict-of-laws principles. Any action arising from or relating to this Agreement may be brought in any court of competent jurisdiction in that jurisdiction; neither Party consents to exclusive venue in any other forum, and neither Party waives any objection to venue. Where Customer is an agency or instrumentality of the United States, this Agreement is governed by federal law and venue lies as provided by federal law. Section 13.2 (informal negotiation and mediation prerequisite) and Section 13.4 (carveouts to the mediation prerequisite and venue) otherwise apply, subject to the following two qualifications. First, Section 13.2's equal-sharing of mediation fees does not bind Customer: Customer bears mediation costs only to the extent permitted by applicable law and appropriated, and SweetNote will advance Customer's share where Customer cannot lawfully commit to it, rather than treat the mediation prerequisite as unmet. Second, where Customer is an agency or instrumentality of the United States, the Contract Disputes Act (41 U.S.C. §§ 7101–7109) or other exclusive statutory dispute mechanism applicable to Customer governs, and Sections 13.2 and 13.3 do not apply.

B.6 Sovereign and governmental immunity

Nothing in this Agreement is, or is construed as, a waiver of Customer's sovereign immunity, governmental immunity, or any statutory limitation on Customer's liability, and nothing in this Agreement requires Customer to waive any of them. SweetNote does not request such a waiver as a condition of providing the Services.

B.7 Public records

Customer may be subject to a public-records, open-records, or freedom-of-information law. Section 11 (Confidentiality) does not require Customer to withhold information that such a law requires Customer to disclose, and disclosure compelled by such a law is not a breach of Section 11. Where permitted by law and practicable, Customer will give SweetNote prompt written notice of a request that would compel disclosure of SweetNote's Confidential Information, so that SweetNote may seek a protective order or other relief at its own expense, per Section 11.4.

B.8 Non-appropriation

Customer's payment obligation under any Order Form is limited to funds lawfully appropriated and available for that Order Form. If funds are not appropriated or are withdrawn for a study that has not yet activated, Customer may cancel that study under Section 4 on written notice, and the three percent (3%) processing fee described in Section 4 is waived — a non-appropriation is not a change of position by Customer. This Section does not affect Customer's obligation to pay for Services already rendered as of the date the appropriation fails or is withdrawn.

Interest on late payment. The 1.0%-per-month late-payment interest in Section 4 does not apply to Customer. Late payments on invoiced studies accrue interest, if at all, only at the rate and on the terms provided by the prompt-payment statute or other law applicable to Customer, which is SweetNote's exclusive remedy for late payment under this Agreement.

B.9 What this Exhibit does not change

This Exhibit changes the remedy available to SweetNote, the forum in which a dispute is heard, and — only so far as Customer's own public-records and appropriation law requires — Customer's confidentiality obligation under Section 11 (§B.7) and its payment obligation under Section 4 (§B.8). It does not change the recipient-facing warranties Customer gives, which are what protect recipients and what SweetNote relies on. Unchanged in full: Section 3 (Customer obligations) and the Acceptable Use Policy; Section 8.2 and Section 8.3 (recipient-list warranties, lawful basis, notice or consent, and the exclusion of minors); Section 8.4 (randomized-methodology attestations); the DPA and any executed Schedule; Exhibit A (Service Level Agreement); the retention windows; and the published per-study price. A Public Entity pays the same published price as every other Customer at the same study size — the published price is not varied by this Exhibit; what §B.8 changes is the processing fee on a cancellation forced by a failed appropriation, not the price of the study. Section 5 (termination for uncured material breach) remains available to SweetNote and is the primary remedy this Exhibit leaves intact.

B.10 Execution formalities

Section 13.8's waiver of any defense to enforceability based on the electronic form of execution does not apply to Customer, and nothing in this Agreement requires Customer to waive an execution formality its own law imposes. Where Customer's law requires wet signature, a specific approval, or a particular execution ceremony, SweetNote will execute in that form on request at no charge and on the same published terms (Section 14).

B.11 Same paper

These Public Entity Terms are published, uniform, and available to every Customer that qualifies as a Public Entity under Section B.1. They are not negotiated, are not offered selectively, and are not varied by study size or spend. They are not "materially more favorable terms" for purposes of Section 13.18 (Same-paper covenant); see Section 13.18(v). A Customer that is not a Public Entity is not eligible for this Exhibit, and no Customer — Public Entity or otherwise — may redline it.

This template is provided for reference. It is not legal advice and is not a substitute for counsel review. Customer should have its own legal counsel review this MSA in the context of Customer's obligations and jurisdiction before execution. SweetNote recommends the same for our own counter-signatures.