Master Service Agreement

CEREBRUM Marketing Group Ltd.

By completing payment for any CEREBRUM service, the client acknowledges and agrees to be bound by this Master Service Agreement.

Effective Date: March 7, 2026
Last Updated: March 7, 2026
Version: 1.0

1. Definitions & Engagement Structure

1.1 Parties

This Master Service Agreement (“Agreement”) is entered into by and between:

Cerebrum Marketing Group Ltd., a corporation organized under the laws of the Province of British Columbia, Canada (“CEREBRUM”),

and

The legal business entity identified in an executed Order Form referencing this Agreement (“Client”).

CEREBRUM and Client may be referred to individually as a “Party” and collectively as the “Parties.”

This Agreement applies exclusively to corporate or legally formed business entities. No personal contracting capacity is implied or permitted unless expressly stated in writing.

1.2 Purpose of Agreement

This Agreement establishes the general legal terms governing the relationship between the Parties.

Specific services will be provided only pursuant to:

1. An executed Order Form, and
   
2. An applicable Service Schedule referenced in that Order Form.

No services are provided under this Agreement unless an Order Form is fully executed by both Parties.

1.3 Structure of Engagement

The Parties acknowledge and agree that the engagement framework consists of the following layered documents:

1. This Master Service Agreement (MSA)
   Governs the overall legal relationship.
   
2. Service Schedule(s)
   Defines the scope, inclusions, exclusions, and operational parameters of a specific service tier or offering.
   
3. Order Form(s)
   Defines the commercial terms of a specific engagement, including fees, billing cadence, initial term, and effective date.
   
4. Change Order(s) (if applicable)
   Documents approved modifications or additions to an existing engagement.

In the event of a conflict:

• The Order Form governs commercial specifics.
  
• The applicable Service Schedule governs scope.
  
• This Agreement governs all general legal terms.

No verbal modification or informal communication alters this structure.

1.4 Services

“Services” means only those services explicitly described in an executed Order Form and the referenced Service Schedule.

Services are provided within defined scope boundaries.
Requests outside that scope require a written Change Order or a new Order Form.

CEREBRUM does not provide open-ended, unlimited, or undefined services.

1.5 No Reliance on Prior Representations

This Agreement, together with any executed Order Form and applicable Service Schedule, constitutes the complete understanding between the Parties.

Client acknowledges that it has not relied upon:

• Verbal representations
  
• Prior proposals not incorporated into an executed Order Form
  
• Informal communications
  
• Marketing materials
  

unless expressly included in writing within the engagement documents.

1.6 Independent Contractor Status

Client agrees that this Agreement may be accepted through electronic means, including but not limited to online acceptance, digital signature, or payment authorization through an electronic billing or checkout system.

Client acknowledges that checking an acceptance box, authorizing payment through an online platform, or otherwise electronically indicating agreement constitutes legally binding acceptance of this Agreement and any referenced Order Form or Service Schedule.

The Parties agree that such electronic acceptance shall have the same legal force and effect as a manually executed written signature.

1.7 Independent Contractor Status

CEREBRUM is an independent contractor.

Nothing in this Agreement creates:

• A partnership
  
• A joint venture
  
• An agency relationship
  
• An employment relationship

Client retains control over its business operations.
CEREBRUM retains control over its methods, systems, processes, and internal execution.

1.8 Institutional Operating Model

Client acknowledges that CEREBRUM operates through structured systems, defined modules, and documented operational processes.

Services are delivered through this institutional model.
Founder-level access is not implied or guaranteed unless explicitly stated in an Order Form.

2. Fees, Billing & Payment

2.1 Fees

Client agrees to pay all fees specified in the applicable Order Form.

Fees may include:

• One-time setup fees
  
• Recurring service fees
  
• Add-on or Change Order fees
  
• Applicable taxes

All fees are stated in the currency identified in the Order Form and are exclusive of applicable sales taxes unless expressly stated otherwise.

2.2 Billing Authorization

Client authorizes CEREBRUM to charge the payment method provided for all amounts due under the applicable Order Form.

For recurring services:

• Fees are billed in advance.
  
• Recurring charges will be processed automatically on the billing date specified in the Order Form.

Client is responsible for maintaining valid payment information at all times.

Failure to maintain valid payment information does not relieve Client of payment obligations.

2.3 No Set-Off

Client may not withhold, offset, or reduce any payment due under this Agreement for any reason, including disputes regarding scope, performance, or deliverables.

Payment obligations are independent of performance disputes.

2.4 Late Payment & Failed Charges

If a payment attempt fails or is declined:

1. CEREBRUM may immediately suspend Services.
   
2. A written notice of payment failure will be issued.
   
3. Client will have five (5) business days to cure the default.

If payment is not cured within that period:

• CEREBRUM may terminate the applicable Order Form for material breach.
  
• All unpaid amounts for the remainder of the Initial Term shall become immediately due and payable.

This acceleration right applies to the full committed term reflected in the Order Form.

2.5 Suspension of Services

CEREBRUM reserves the right to suspend Services immediately upon:

• Non-payment
  
• Repeated failed charges
  
• Chargeback initiation
  
• Payment disputes initiated through financial institutions

Suspension does not extend the Initial Term or reduce payment obligations.

CEREBRUM is not liable for any impact resulting from lawful suspension.

2.6 Chargebacks

Initiating a chargeback without first attempting good-faith resolution under Section 13 (Dispute Resolution) constitutes material breach.

If a chargeback is initiated:

• CEREBRUM may immediately suspend Services.
  
• The full remaining balance of the Initial Term becomes due.
  
• Client shall reimburse CEREBRUM for all chargeback fees and administrative costs.

2.7 No Refund Policy

Except where required by applicable law:

• All setup fees are non-refundable.
  
• Recurring fees already billed are non-refundable.
  
• No refunds are issued for partial months or unused portions of Services.

2.8 Taxes

Client is responsible for all applicable sales taxes, value-added taxes, or similar government-imposed charges arising from the Services.

2.9 Collection Costs

If amounts due are not paid when required:

Client agrees to reimburse CEREBRUM for all reasonable costs of collection, including:

• Legal fees
  
• Arbitration costs
  
• Court costs
  
• Administrative recovery expenses

2.10 Survival of Payment Obligations

Payment obligations incurred prior to termination survive termination of this Agreement and any Order Form.

3. Term, Renewal & Termination

3.1 Term of Engagement

Each engagement under this Agreement shall have:

• An Initial Term as defined in the applicable Order Form; and
  
• An automatic renewal structure as described below.

The Initial Term defined in the applicable Order Form constitutes the Minimum Commitment Term for the engagement.

This Agreement remains in effect so long as at least one active Order Form is in place.

3.2 Automatic Renewal

Unless otherwise specified in the applicable Order Form:

Upon expiration of the Initial Term, the engagement shall automatically renew on a month-to-month basis.

Either Party may terminate the renewed engagement by providing not less than thirty (30) days’ written notice.

Notice must be delivered in accordance with Section 14 (Notices).

3.3 Termination for Convenience

During the Initial Term:

Client may not terminate for convenience prior to expiration of the Initial Term.

If Client elects to terminate prior to the end of the Initial Term:

Client agrees to pay an Early Termination Fee equal to fifty percent (50%) of the remaining fees due for the balance of the Initial Term.

The Early Termination Fee shall be calculated as:

Remaining Months in Initial Term × Monthly Service Fee × 50%.

The Early Termination Fee shall be invoiced immediately upon notice of termination and shall be due within seven (7) days of invoice issuance.

After the Initial Term:

Either Party may terminate upon thirty (30) days’ written notice during the month-to-month renewal period.

3.4 Termination for Cause

Either Party may terminate an active Order Form for material breach if:

1. The breaching Party fails to cure the breach within ten (10) business days after receiving written notice; and
   
2. The breach materially impacts the performance of Services or payment obligations.

Non-payment, chargebacks, or repeated payment failures constitute material breach.

3.5 Effect of Termination

Upon termination:

• All unpaid fees become immediately due.
  
• CEREBRUM shall cease delivery of Services.
  
• Access to systems, shared drives, or collaboration platforms may be revoked.
  
• CEREBRUM has no obligation to continue work beyond the effective termination date.

Termination does not obligate CEREBRUM to refund any fees previously paid.

3.6 Wind-Down Transition

CEREBRUM is not responsible for transition services unless expressly agreed in writing.

If Client requests transitional support beyond the termination date:

• Such work requires a written Change Order.
  
• Additional fees apply.

3.7 Survival

The following provisions survive termination:

• Payment obligations
  
• Intellectual property rights
  
• Confidentiality
  
• Limitation of liability
  
• Indemnification
  
• Dispute resolution

3.8 Service Reactivation

If Client terminates Services and later seeks to resume engagement, CEREBRUM reserves the right to require payment of a Service Reactivation Fee prior to reinstatement.

The Reactivation Fee reflects infrastructure reassessment, system stabilization, and operational recalibration required to restore service continuity.

The applicable Reactivation Fee shall be determined based on CEREBRUM’s then-current pricing schedule and must be paid in full prior to service resumption.

4. Scope Control & Change Orders

4.1 Defined Scope

Services are limited strictly to those described in:

• The executed Order Form; and
  
• The applicable Service Schedule.

Client acknowledges that Services are intentionally structured and bounded.

No open-ended, unlimited, or undefined work is included.

4.2 Out-of-Scope Requests

Any request that:

• Expands deliverables
  
• Adds complexity
  
• Increases workload
  
• Alters timeline
  
• Introduces new platforms, integrations, or systems
  
• Requires custom architecture beyond the applicable Service Schedule

shall be deemed outside the defined scope.

CEREBRUM is under no obligation to perform out-of-scope work.

4.3 Formal Change Orders Required

Any change that impacts:

• Cost
  
• Timeline
  
• Scope
  
• Resource allocation
  
• Strategic direction
  
• Deliverable volume

must be documented in a written Change Order signed by both Parties.

A Change Order shall include:

• Description of additional Services
  
• Associated fees
  
• Adjusted timelines (if applicable)
  
• Effective date

No modification is binding unless documented in a signed Change Order.

4.4 No Implied Modifications

The following do not constitute approval of expanded scope:

• Email communications
  
• Slack or messaging platform discussions
  
• Verbal agreements
  
• Assumptions based on past practice
  
• Continued performance after informal request

CEREBRUM’s performance of any task shall not be interpreted as permanent modification of scope unless formalized in a Change Order.

4.5 Discretion to Decline Expansion

CEREBRUM reserves the right to decline scope expansion requests that:

• Conflict with the institutional operating model
  
• Create structural inefficiency
  
• Compromise delivery quality
  
• Fall outside tier boundaries

Client may elect to:

• Upgrade to a higher-tier Service Schedule; or
  
• Engage CEREBRUM under a separate Order Form.

4.6 Tier Upgrades

If Client elects to upgrade to a higher-tier offering:

• A new Order Form shall be executed referencing the applicable Service Schedule.
  
• Pricing and term commitments shall be adjusted accordingly.
  
• The original Order Form may be superseded or replaced as specified in writing.

4.7 Minor Clarifications

Minor clarifications that do not materially affect cost, scope, timeline, or complexity may be handled operationally without a formal Change Order.

CEREBRUM retains sole discretion in determining whether a requested modification qualifies as minor.

5. Client Responsibilities & Cooperation

5.1 Cooperation Obligation

Client acknowledges that successful delivery of Services requires timely cooperation.

Client agrees to:

• Provide accurate information
  
• Supply required assets and access credentials
  
• Respond to requests within defined timeframes
  
• Participate in required onboarding processes

Failure to cooperate may impact delivery timelines and outcomes.

5.2 Required Access & Materials

Client shall provide, where applicable:

• Access to relevant platforms, software, or accounts
  
• Domain and technical credentials as required
  
• Brand materials, creative assets, or copy inputs
  
• Historical data necessary for continuity

CEREBRUM is not responsible for delays caused by incomplete or inaccurate information.

5.3 Approval Windows

Where Services involve deliverables requiring Client approval:

Client shall review and provide consolidated feedback within the timeframe defined in the applicable Service Schedule.

Unless otherwise specified, the standard review period shall be:

Five (5) business days from delivery.

5.4 Deemed Approval

If Client fails to provide feedback or objection within the defined review period:

• The deliverable shall be deemed approved.
  
• CEREBRUM may proceed with implementation or distribution.

Deemed approval shall carry the same effect as express written approval.

5.5 Consolidated Feedback Requirement

Client agrees to provide feedback in consolidated form.

Multiple rounds of fragmented, piecemeal, or conflicting feedback may be treated as out-of-scope and subject to Change Order procedures.

5.6 Impact of Delay

If Client delays approval, fails to provide inputs, or otherwise stalls required cooperation:

• CEREBRUM may adjust timelines accordingly.
  
• Delivery cadence may shift within the billing cycle.
  
• CEREBRUM is not liable for performance impacts resulting from Client delay.

Client delay does not suspend payment obligations.

5.7 Acceptance of Services

Services and deliverables provided under this Agreement shall be deemed accepted if Client does not provide written objection within the applicable review window defined in the Service Schedule or communication.

Failure to raise specific objections within the defined review period constitutes confirmation that the Services meet the contractual requirements of the engagement.

Once Services are deemed accepted, Client waives the right to dispute the adequacy of those Services for the purpose of requesting refunds, chargebacks, or retroactive fee reductions.

Nothing in this section limits Client’s right to request future modifications through the Change Order process.

5.8 Extended Non-Responsiveness

If Client fails to respond to communications for a continuous period of thirty (30) days:

CEREBRUM may, at its discretion:

• Suspend Services; or
  
• Deem the engagement materially impaired; or
  
• Continue billing during the Initial Term without active execution until cooperation resumes.

Non-responsiveness does not constitute termination.

5.9 Compliance & Content Responsibility

Client is solely responsible for:

• Accuracy of all claims
  
• Legal compliance of messaging
  
• Regulatory disclosures
  
• Ownership of intellectual property provided

CEREBRUM does not independently verify legal compliance unless expressly engaged to do so.

6. Intellectual Property

6.1 Client-Owned Deliverables

Upon full payment of all amounts due under the applicable Order Form:

Client shall own the final, approved deliverables specifically created for Client under that Order Form (“Client Deliverables”).

Ownership transfers only upon receipt of full payment.

If payment obligations are outstanding:

• No ownership rights transfer; and
  
• Client’s usage rights are suspended until payment is cured.

6.2 CEREBRUM-Owned Materials

Notwithstanding Section 6.1, CEREBRUM retains sole ownership of all:

• Systems
  
• Templates
  
• Frameworks
  
• Methodologies
  
• Operating procedures
  
• Automation structures
  
• Tag architectures
  
• Strategic models
  
• Proprietary processes
  
• Internal documentation
  
• Software tools
  
• Standardized formatting systems

(collectively, “CEREBRUM Materials”).

Client receives no ownership interest in CEREBRUM Materials.

6.3 Reusable Elements

CEREBRUM may freely reuse:

• Structural approaches
  
• Formatting systems
  
• Strategic patterns
  
• Generalized workflows
  
• Non-identifiable insights
  
• Operational improvements

developed during the engagement, provided that no confidential or proprietary Client information is disclosed.

6.4 Pre-Existing Intellectual Property

Each Party retains ownership of intellectual property owned prior to the engagement.

Nothing in this Agreement transfers ownership of pre-existing intellectual property.

6.5 Third-Party Tools & Platforms

Client acknowledges that Services may involve use of third-party platforms, software, or tools.

Ownership and licensing of such third-party tools remain subject to the terms of the applicable third-party provider.

CEREBRUM does not transfer ownership of third-party software or services.

6.6 Portfolio & Promotional Rights

Unless Client provides written objection:

CEREBRUM may reference Client’s name, logo, and high-level engagement description for portfolio, marketing, and promotional purposes.

CEREBRUM shall not disclose confidential data or proprietary metrics without written consent.

6.7 No Reverse Engineering

Client agrees not to:

• Reverse engineer
  
• Replicate
  
• Extract
  
• Reconstruct
  
• Reproduce

CEREBRUM Materials or proprietary systems for use outside the engagement.

6.8 Survival

All intellectual property protections survive termination of this Agreement.

7. Confidentiality & Data Handling

7.1 Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), whether in written, oral, electronic, or other form, including but not limited to:

• Business plans
  
• Financial information
  
• Customer data
  
• Subscriber lists
  
• Technical information
  
• Strategic materials
  
• Trade secrets
  
• Proprietary processes

Confidential Information does not include information that:

1. Is or becomes publicly available without breach of this Agreement;
   
2. Was lawfully known prior to disclosure;
   
3. Is independently developed without reference to Confidential Information;
   
4. Is lawfully received from a third party without restriction.

7.2 Confidentiality Obligations

The Receiving Party agrees to:

• Use Confidential Information solely for purposes of performing under this Agreement;
  
• Protect Confidential Information using reasonable commercial safeguards;
  
• Not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations.

7.3 Data Handling & Subscriber Information

Where Services involve access to subscriber data, customer data, or platform credentials:

CEREBRUM agrees to:

• Use such data solely for the performance of Services;
  
• Limit access internally to authorized personnel;
  
• Maintain reasonable technical and administrative safeguards consistent with industry standards;
  
• Not sell, transfer, or commercially exploit Client data.

Client remains the data controller of its customer and subscriber data.

Client is responsible for:

• Lawful data collection;
  
• Proper consent acquisition;
  
• Compliance with applicable privacy laws.

CEREBRUM does not assume regulatory compliance responsibility beyond reasonable data handling practices unless expressly engaged to do so in writing.

7.4 Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information:

• The Receiving Party shall provide prompt written notice to the Disclosing Party (where legally permitted); and
  
• Cooperate in seeking protective treatment.

7.5 Return or Destruction

Upon termination of the applicable Order Form and upon written request:

• Confidential Information shall be returned or destroyed, except where retention is required for legal, accounting, or compliance purposes.

7.6 Survival

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which survive indefinitely.

8. Representations, Warranties & Disclaimers

8.1 Mutual Authority

Each Party represents and warrants that:

• It is a duly formed and legally existing entity;
  
• It has full authority to enter into this Agreement;
  
• The individual executing the Order Form has authority to bind the entity.

8.2 Client Representations

Client represents and warrants that:

• All information provided to CEREBRUM is accurate and complete;
  
• It owns or has rights to all materials supplied;
  
• Its content does not infringe intellectual property rights;
  
• It complies with applicable advertising, consumer protection, and privacy laws;
  
• It is legally authorized to market the products or services promoted.

Client assumes responsibility for the legality and accuracy of all marketing claims.

8.3 No Guarantee of Results

Client acknowledges that marketing performance depends on numerous factors outside CEREBRUM’s control, including but not limited to:

• Market conditions
  
• Platform algorithm changes
  
• Competitive activity
  
• Audience behavior
  
• Offer quality
  
• Pricing structure
  
• Sales process effectiveness

CEREBRUM does not guarantee:

• Revenue outcomes
  
• Return on investment
  
• Subscriber growth
  
• Engagement rates
  
• Conversion rates
  
• Sales volume
  
• Lead volume
  
• Platform performance
  

Any projections, forecasts, or illustrative metrics are estimates only and not binding commitments.

8.4 Performance Disclaimer

Services are provided on a professional and commercially reasonable basis.

Except as expressly stated in this Agreement:

CEREBRUM makes no warranties, express or implied, including but not limited to:

• Merchantability
  
• Fitness for a particular purpose
  
• Non-infringement
  
• Continuous or error-free operation

8.5 Platform & Third-Party Disclaimer

CEREBRUM is not responsible for:

• Third-party platform outages
  
• Account suspensions
  
• Policy enforcement actions
  
• Algorithm changes
  
• Platform policy updates
  
• Third-party service interruptions

Client acknowledges that third-party platforms operate independently of CEREBRUM.

8.6 No Professional Advice

Unless expressly engaged in writing:

CEREBRUM does not provide legal, tax, financial, or regulatory advice.

Client remains responsible for consulting appropriate professional advisors.

9. Limitation of Liability

9.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law:

CEREBRUM shall not be liable for any:

• Indirect damages
  
• Incidental damages
  
• Special damages
  
• Consequential damages
  
• Exemplary damages
  
• Punitive damages
  

including but not limited to:

• Lost profits
  
• Lost revenue
  
• Lost business opportunity
  
• Loss of data
  
• Loss of goodwill
  
• Business interruption

even if advised of the possibility of such damages.

9.2 Aggregate Liability Cap

CEREBRUM’s total aggregate liability arising out of or relating to any Order Form or this Agreement shall not exceed:

The total fees paid by Client to CEREBRUM during the six (6) months immediately preceding the event giving rise to the claim.

If the claim arises during the Initial Term and fewer than six months of fees have been paid, liability shall not exceed the total fees paid to date.

9.3 Scope of Limitation

The limitations set forth in this Section apply regardless of:

• Legal theory (contract, tort, negligence, strict liability, or otherwise);
  
• Number of claims;
  
• Form of action.

9.4 Exceptions

The limitation of liability shall not apply to:

• Willful misconduct;
  
• Fraud;
  
• Payment obligations owed by Client;
  
• Indemnification obligations expressly stated in this Agreement.

9.5 Commercial Allocation of Risk

The Parties acknowledge that:

• The fees charged reflect allocation of risk under this Agreement;
  
• The limitation of liability is an essential basis of the bargain;
  
• Without such limitation, fees would be materially higher.

10. Indemnification

10.1 Client Indemnification

Client shall defend, indemnify, and hold harmless CEREBRUM, its directors, officers, employees, contractors, and affiliates from and against any and all third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Content, materials, or information supplied by Client;
  
• Alleged infringement of intellectual property rights by Client-provided materials;
  
• Advertising claims made by Client;
  
• Regulatory or statutory violations related to Client’s business or marketing claims;
  
• Violations of privacy, anti-spam, consumer protection, or data protection laws attributable to Client;
  
• Misuse of deliverables after approval;
  
• Unauthorized modifications to deliverables;
  
• Client’s breach of this Agreement.

10.2 Platform & Regulatory Exposure

Client acknowledges that:

• It is responsible for ensuring compliance with advertising, consumer protection, privacy, and platform policies applicable to its business;
  
• CEREBRUM does not assume regulatory liability unless expressly agreed in writing.

Client shall indemnify CEREBRUM against claims arising from enforcement actions by regulatory authorities resulting from Client-provided content or instructions.

10.3 Limited Mutual Indemnification

CEREBRUM shall indemnify Client against third-party claims arising solely from:

• CEREBRUM’s willful misconduct; or
  
• CEREBRUM’s knowing infringement of third-party intellectual property unrelated to Client-provided materials.

CEREBRUM shall not indemnify Client for claims arising from Client instructions, materials, or modifications.

10.4 Indemnification Procedure

The indemnified Party shall:

• Provide prompt written notice of any claim;
  
• Allow the indemnifying Party to control defense and settlement;
  
• Cooperate reasonably in defense efforts.

The indemnifying Party may not settle any claim that imposes liability or admission of fault on the indemnified Party without written consent.

10.5 Survival

Indemnification obligations survive termination of this Agreement.

11. Suspension & Force Majeure

11.1 Operational Suspension Rights

CEREBRUM may suspend Services immediately if:

• Client fails to make timely payment;
  
• Client breaches material obligations under this Agreement;
  
• Client provides unlawful, infringing, or non-compliant content;
  
• Platform access is revoked, restricted, or compromised;
  
• Continuing Services would violate applicable law or platform policies.
  

Suspension does not:

• Extend the Initial Term;
  
• Reduce payment obligations;
  
• Create liability for CEREBRUM.

Services will resume only after the triggering condition is cured.

11.2 Force Majeure

Neither Party shall be liable for delay or failure to perform obligations (other than payment obligations) due to events beyond reasonable control, including but not limited to:

• Natural disasters
  
• Acts of government
  
• Regulatory actions
  
• War or civil unrest
  
• Labor disputes
  
• Internet outages
  
• Infrastructure failures
  
• Cybersecurity incidents not caused by negligence
  
• Pandemics
  
• Utility disruptions
  
• Cloud service interruptions
  
• Third-party vendor outages
  
• Digital platform policy changes
  
• Algorithm modifications
  
• Platform suspensions
  
• Advertising network restrictions

11.3 Platform Dependency Acknowledgment

Client acknowledges that digital marketing performance depends on third-party platforms operating independently of CEREBRUM.

CEREBRUM is not responsible for:

• Account suspension by platforms;
  
• Policy enforcement actions;
  
• Reduced deliverability;
  
• Changes in algorithmic visibility;
  
• Account shutdowns outside CEREBRUM’s control.

11.4 Mitigation

The affected Party shall use commercially reasonable efforts to mitigate disruption where feasible.

Force majeure does not excuse Client’s payment obligations.

12. Dispute Resolution

12.1 Good Faith Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or any Order Form (“Dispute”):

The Parties agree to first attempt resolution through good-faith negotiations.

Either Party may initiate this process by providing written notice describing the Dispute in reasonable detail.

The Parties shall attempt resolution for a period of fifteen (15) business days before escalating the matter.

12.2 Mediation

If the Dispute is not resolved through negotiation:

The Parties agree to participate in confidential mediation conducted in British Columbia, Canada.

The mediation shall occur within thirty (30) days of written request unless otherwise agreed.

Costs of mediation shall be shared equally.

12.3 Binding Arbitration

If mediation fails to resolve the Dispute:

The Dispute shall be resolved by binding arbitration conducted in British Columbia, Canada.

Arbitration shall:

• Be conducted by a single arbitrator;
  
• Be administered under commercially recognized arbitration rules in British Columbia;
  
• Be conducted in English;
  
• Occur in person or remotely at the arbitrator’s discretion;
  
• Be final and binding.

12.4 Confidentiality of Proceedings

All arbitration proceedings shall be strictly confidential.

Neither Party may disclose:

• The existence of the Dispute;
  
• The content of proceedings;
  
• Evidence submitted;
  
• The outcome or award;

except as required to enforce an arbitral award or as required by law.

12.5 Court Access for Limited Purposes

Notwithstanding the above:

Either Party may seek relief in a court of competent jurisdiction in British Columbia solely for:

• Injunctive relief;
  
• Enforcement of arbitration awards;
  
• Collection of unpaid fees;
  
• Protection of intellectual property rights.

Such court access does not waive the obligation to arbitrate other matters.

12.6 Prevailing Party Costs

The prevailing Party in arbitration shall be entitled to reasonable legal fees and arbitration costs, as determined by the arbitrator.

12.7 Continued Performance

During any Dispute:

Client shall continue to make all required payments.

CEREBRUM may continue or suspend Services in accordance with this Agreement.

13. Miscellaneous

13.1 Governing Law

This Agreement and any Order Form shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada, without regard to conflict of law principles.

13.2 Notices

All notices under this Agreement shall be in writing and delivered by:

• Recognized courier service;
  
• Registered mail; or
  
• Electronic mail to the address specified in the applicable Order Form.

Notices are deemed effective:

• Upon confirmed delivery (courier or registered mail); or
  
• Upon electronic confirmation of receipt for email communications.

Each Party is responsible for maintaining current contact information.

13.3 Assignment

Client may not assign, transfer, or delegate its rights or obligations under this Agreement without prior written consent from CEREBRUM.

CEREBRUM may assign this Agreement, in whole or in part, without Client consent in connection with:

• Corporate restructuring;
  
• Merger or acquisition;
  
• Asset transfer;
  
• Holding company formation;
  
• Sale of substantially all business assets.

This Agreement shall bind and benefit permitted successors and assigns.

13.4 Entire Agreement

This Agreement, together with any executed Order Form and applicable Service Schedule, constitutes the entire agreement between the Parties.

All prior proposals, communications, representations, and understandings are superseded unless expressly incorporated in writing.

13.5 Amendments

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Operational updates to Service Schedules that do not materially alter scope or pricing may be issued by CEREBRUM with written notice.

13.6 Severability

If any provision of this Agreement is determined to be invalid or unenforceable:

• The remaining provisions shall remain in full force; and
  
• The invalid provision shall be modified only to the extent necessary to render it enforceable.

13.7 Waiver

Failure by either Party to enforce any provision of this Agreement shall not constitute waiver of future enforcement of that or any other provision.

13.8 No Third-Party Beneficiaries

This Agreement is entered into solely for the benefit of the Parties.

No third party shall have rights under this Agreement.

13.9 Electronic Signatures

Client agrees that acceptance of this Agreement may occur through electronic means, including but not limited to digital signature, online acceptance, checkbox confirmation, or payment authorization through an electronic billing or checkout system.

Such electronic acceptance constitutes legally binding agreement to the terms of this Master Service Agreement, any applicable Order Form, and all referenced Service Schedules.

The Parties agree that electronic records, payment confirmations, and system timestamps may be used as evidence of acceptance and enforceability.

13.10 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and collectively constitute one instrument.