§ LEGAL · Master Services Agreement
Master Services Agreement
Effective: 2026-04-19
Last updated: 2026-04-19
This Master Services Agreement (this “MSA” or “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”), by and between:
Mataki Labs LLC, a Wyoming limited liability company, doing business as Fairlead (“Fairlead” or “Provider”); and
The entity identified on the signature page below (“Customer”).
Fairlead and Customer are each referred to herein as a “Party” and collectively as the “Parties.”
This MSA establishes the general terms and conditions under which Fairlead will provide Services to Customer. Specific Services, fees, and service levels are described in one or more Service Orders (defined below) executed by the Parties and incorporated into this Agreement by reference.
1. Definitions
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
1.2 “Authorized Users” means Customer’s employees, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted in this Agreement.
1.3 “Confidential Information” means all non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, product roadmaps, pricing, technical data, customer data, bidding strategies, floor pricing configurations, exchange mechanics, and the terms of this Agreement and any Service Order.
1.4 “Customer Data” means all data, content, and information submitted to or processed by the Services by or on behalf of Customer or its Authorized Users, including bid request payloads, targeting configurations, inventory definitions, and event signals, but excluding Usage Data.
1.5 “Documentation” means the technical documentation, user guides, API references, SDK documentation, and other materials made generally available by Fairlead to its customers describing the features and functionality of the Services, as updated from time to time, including materials published at fairlead.dev.
1.6 “Fees” means the amounts payable by Customer to Fairlead for the Services, as specified in the applicable Service Order.
1.7 “Intellectual Property Rights” means all patent rights, copyrights, trademark rights, trade secret rights, database rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
1.8 “Service Order” means a written ordering document or online order form executed by both Parties (or accepted electronically by Customer) that references this MSA and specifies the Services, service tier, pricing, payment terms, service levels, and any additional terms applicable to the Services being ordered. Each Service Order is incorporated into and governed by this MSA. The form of Service Order is attached hereto as Exhibit A.
1.9 “Services” means the programmatic ad exchange services provided by Fairlead to Customer as identified in a Service Order, including the bid request API, ad decision engine, event collection, reporting dashboard, and related infrastructure, together with any updates, enhancements, and new features made generally available by Fairlead during the applicable Subscription Term.
1.10 “Subscription Term” means the period during which Customer has the right to access and use the Services as specified in the applicable Service Order.
1.11 “Usage Data” means data generated by Customer’s use of the Services that is aggregated and anonymized such that it does not identify Customer, any Authorized User, or any natural person. Usage Data includes performance metrics, usage statistics, and system logs.
2. Services and Access
2.1 Provision of Services. Subject to the terms and conditions of this Agreement and the applicable Service Order, Fairlead will make the Services available to Customer during the Subscription Term. The specific Services, features, service tiers, usage limits, and any service level commitments are set forth in the applicable Service Order.
2.2 Service Orders. Each Service Order executed by the Parties will be governed by this MSA. In the event of a conflict between this MSA and a Service Order, the Service Order will control with respect to the Services described therein, unless the Service Order expressly states otherwise. Each Service Order is a separate contractual obligation, and termination of one Service Order does not affect the validity or enforceability of any other Service Order or this MSA.
2.3 Authorized Users. Customer may permit its Authorized Users to access and use the Services in accordance with this Agreement. Customer is responsible for all acts and omissions of its Authorized Users, including any breach of this Agreement caused by an Authorized User. Customer will ensure that Authorized Users comply with the terms of this Agreement.
2.4 Customer Responsibilities. Customer is responsible for: (a) maintaining the security of its account credentials and API keys; (b) all activity that occurs under its account; (c) the accuracy, quality, and legality of Customer Data, including any bid request payloads, targeting attributes, and creative content submitted to the Services; (d) obtaining and maintaining all necessary consents, authorizations, and permissions required for Fairlead to process Customer Data in connection with the Services, including any authorizations required under applicable privacy and advertising laws; and (e) its use of the Services in compliance with all applicable laws, regulations, and advertising standards.
2.5 Acceptable Use. Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services; (b) use the Services to develop a competing product or service; (c) sublicense, resell, rent, lease, or otherwise transfer rights to the Services except as expressly permitted in the applicable Service Order; (d) submit bid requests containing categories of content prohibited under the Acceptable Use Policy; (e) engage in bid manipulation, click fraud, impression fraud, or any other activity that circumvents or distorts the integrity of the auction; (f) use the Services to target individuals based on sensitive categories of data without appropriate consent; or (g) use the Services in a manner that violates applicable advertising regulations, including COPPA, CCPA, and GDPR.
2.6 Modifications to Services. Fairlead may modify the Services from time to time, provided that such modifications do not materially diminish the functionality described in the applicable Service Order during the then-current Subscription Term. A Service Order may identify Specified Features upon which Customer relies. Fairlead will not materially modify or remove any Specified Feature during the applicable Subscription Term without providing at least ninety (90) days’ prior written notice and a documented migration path.
2.7 Suspension. Fairlead may suspend Customer’s access to the Services immediately upon written notice if: (a) Customer’s use poses a security risk to the Services or any third party; (b) Customer’s use may adversely impact exchange integrity or the experience of other participants; (c) Customer is in material breach of this Agreement; or (d) such suspension is required by law or by a governmental authority.
3. Fees and Payment
3.1 Fees. Customer will pay Fairlead the Fees specified in each Service Order. Unless otherwise specified in the Service Order, Fees are denominated in United States Dollars (USD).
3.2 Invoicing and Payment. Unless otherwise specified in the applicable Service Order: (a) Fairlead will invoice Customer monthly in arrears based on actual bid decision volume; (b) all invoices are due and payable within thirty (30) days of the invoice date; and (c) payment will be made by the method specified in the Service Order.
3.3 Late Payments. Any undisputed amount not paid when due will accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.
3.4 Taxes. Fees are exclusive of all taxes, levies, duties, and similar governmental charges (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement, except for taxes based on Fairlead’s net income.
3.5 Fee Disputes. If Customer reasonably disputes any portion of an invoice, Customer will: (a) pay the undisputed portion when due; (b) provide Fairlead with written notice of the disputed amount and the basis for the dispute within fifteen (15) days of the invoice date; and (c) work in good faith to resolve the dispute within thirty (30) days.
3.6 Fee Adjustments. Unless otherwise specified in the Service Order, Fairlead may adjust Fees upon renewal of a Subscription Term by providing Customer with written notice at least sixty (60) days prior to the start of the renewal term.
4. Intellectual Property
4.1 Fairlead IP. As between the Parties, Fairlead owns all right, title, and interest in and to the Services, the Documentation, and all Intellectual Property Rights therein, including the exchange engine, auction algorithms, and bid evaluation logic.
4.2 Customer Data Ownership. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Fairlead a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to the extent necessary to provide the Services.
4.3 Usage Data. Fairlead may collect, use, and disclose Usage Data for its legitimate business purposes, including improving the Services and generating aggregated industry benchmarks, provided that such use does not identify Customer, any Authorized User, or any natural person, and does not disclose Customer’s specific bidding strategies or floor price configurations.
4.4 Feedback. If Customer provides suggestions or feedback regarding the Services, Customer grants Fairlead a non-exclusive, worldwide, royalty-free license to use such Feedback for improving the Services.
5. Confidentiality
5.1 Obligations. The Receiving Party will: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party except as expressly permitted herein; and (c) use the Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement.
5.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and Affiliates who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.
5.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
5.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it will provide prompt written notice and cooperate with the Disclosing Party’s efforts to seek a protective order.
5.5 Return or Destruction. Upon termination or the Disclosing Party’s request, the Receiving Party will promptly return or destroy all Confidential Information.
6. Data Protection
6.1 Data Processing. To the extent that Fairlead processes personal data on behalf of Customer in connection with the Services, such processing will be governed by the Data Processing Addendum (“DPA”) available at /legal/dpa and incorporated into this Agreement by reference.
6.2 Security. Fairlead will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, disclosure, or destruction. Fairlead’s security measures are described at /legal/security.
6.3 Data Breach Notification. In the event Fairlead becomes aware of unauthorized access to or disclosure of Customer Data, Fairlead will notify Customer within seventy-two (72) hours of becoming aware of the incident.
6.4 Data Return and Deletion. Upon termination or expiration of this Agreement or the applicable Service Order, Fairlead will, at Customer’s election and written request made within thirty (30) days, either return Customer Data in a standard, machine-readable format or delete Customer Data from its systems.
7. Representations and Warranties
7.1 Mutual Representations. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing; (b) it has full power and authority to enter into this Agreement; (c) execution does not conflict with any other agreement to which it is a party; and (d) this Agreement constitutes a legal, valid, and binding obligation.
7.2 Fairlead Warranties. Fairlead represents and warrants that: (a) the Services will perform materially in accordance with the Documentation during the Subscription Term; and (b) Fairlead will provide the Services in a professional and workmanlike manner.
7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND FAIRLEAD MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FAIRLEAD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AUCTION FILL RATES, REVENUE, OR PERFORMANCE TARGETS WILL BE ACHIEVED.
8. Indemnification
8.1 Fairlead Indemnification. Fairlead will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that Customer’s use of the Services in accordance with this Agreement infringes any third-party Intellectual Property Right.
8.2 Infringement Remedies. If the Services become the subject of an infringement claim, Fairlead may, at its option: (a) obtain for Customer the right to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate the affected Service Order with a pro rata refund.
8.3 Exclusions. Fairlead will have no indemnification obligation to the extent a claim arises from Customer’s modification of the Services, Customer’s use contrary to this Agreement, or Customer Data.
8.4 Customer Indemnification. Customer will defend, indemnify, and hold harmless Fairlead from and against any third-party claim arising from or relating to: (a) Customer Data, including any claim that Customer Data violates applicable privacy or advertising laws; (b) Customer’s use of the Services in violation of applicable law; (c) Customer’s creative content or targeting configurations; or (d) Customer’s breach of Sections 2.4 or 2.5.
8.5 Indemnification Procedure. The indemnifying Party’s obligations are conditioned upon the indemnified Party: (a) providing prompt written notice; (b) granting sole control of the defense; and (c) providing reasonable cooperation.
9. Limitation of Liability
9.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
9.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE SERVICE ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED THOUSAND UNITED STATES DOLLARS ($100,000 USD).
9.3 Exceptions. The limitations in Sections 9.1 and 9.2 do not apply to: (a) either Party’s indemnification obligations; (b) either Party’s breach of Section 5 (Confidentiality); (c) Customer’s payment obligations; or (d) either Party’s liability for fraud, gross negligence, or willful misconduct.
10. Term and Termination
10.1 MSA Term. This MSA is effective as of the Effective Date and will continue in effect until terminated by either Party in accordance with this Section 10.
10.2 Service Order Term. Unless otherwise stated in the Service Order, the Subscription Term will automatically renew for successive periods equal to the initial Subscription Term unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
10.3 Termination for Cause. Either Party may terminate this Agreement or any Service Order upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice.
10.4 Termination for Convenience. Customer may terminate any Service Order for convenience by providing Fairlead with at least thirty (30) days’ prior written notice, provided that Customer will remain obligated to pay all Fees due for the remainder of the then-current Subscription Term.
10.5 Effect of Termination. Upon termination: (a) Customer’s right to access the terminated Services will immediately cease; (b) each Party will return or destroy the other Party’s Confidential Information; (c) Fairlead will make Customer Data available for export; and (d) Customer will pay all Fees accrued through the effective date of termination.
10.6 Survival. Sections 1, 3, 4, 5, 6.4, 7.3, 8, 9, 10.5, 10.6, 11, and 12 will survive any termination or expiration of this Agreement.
11. General Provisions
11.1 Entire Agreement. This Agreement, together with all Service Orders, Exhibits, and any DPA, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements.
11.2 Amendments. This Agreement may be amended only by a written instrument signed by both Parties, except that Fairlead may update its standard operational terms (including the acceptable use policy and privacy policy) from time to time with thirty (30) days’ written notice.
11.3 Assignment. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
11.4 Notices. All notices required or permitted under this Agreement will be in writing and deemed given when delivered personally, sent by email (with confirmation of receipt), or sent by overnight courier. Notices to Fairlead should be sent to legal@fairlead.dev.
11.5 Force Majeure. Neither Party will be liable for failure or delay in performing its obligations (other than payment obligations) to the extent resulting from circumstances beyond the Party’s reasonable control.
11.6 Waiver. No waiver of any provision of this Agreement will be effective unless in writing.
11.7 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.
11.8 Independent Contractors. The relationship between the Parties is that of independent contractors.
11.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns.
11.10 Publicity. Neither Party may use the other Party’s name, logo, or trademarks in any public statement without the other Party’s prior written consent.
11.11 Counterparts. This Agreement may be executed in counterparts, including electronically.
11.12 Export Compliance. Customer will comply with all applicable export control and sanctions laws and regulations in its use of the Services.
12. Dispute Resolution and Governing Law
12.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.
12.2 Informal Resolution. Before initiating any formal dispute resolution proceeding, the Parties will attempt to resolve any dispute through good-faith negotiation for thirty (30) days.
12.3 Arbitration. Any dispute not resolved through informal resolution will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be held in Cheyenne, Wyoming.
12.4 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of Intellectual Property Rights or Confidential Information.
12.5 Class Action Waiver. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
12.6 Prevailing Party. In any arbitration or litigation arising out of or relating to this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’ fees and costs.
Exhibit A: Form of Service Order
This Service Order, effective as of the Service Order Effective Date set forth below, is entered into pursuant to the Master Services Agreement between Mataki Labs LLC, doing business as Fairlead (“Fairlead”), and the Customer identified below (the “MSA”). This Service Order is subject to and governed by the terms of the MSA.
1. Order Details
| Field | Value |
|---|---|
| Service Order Number | SO-_____________ |
| Service Order Effective Date | |
| Customer Legal Name | |
| Customer Address | |
| Primary Contact Name | |
| Primary Contact Email | |
| Billing Contact Email | |
| Technical Contact Email |
2. Services
| Service | Tier | Subscription Term | Start Date | Monthly Fee |
|---|---|---|---|---|
3. Subscription Term and Renewal
| Field | Value |
|---|---|
| Initial Subscription Term | _______ months, commencing on the Start Date |
| Renewal Term | Successive periods of _______ months |
| Non-Renewal Notice Period | 30 days prior to end of then-current term |
4. Fees and Payment
4.1 Usage-Based Fees
| Usage Metric | Included Allowance | Rate | Billing Cycle |
|---|---|---|---|
| Ad decisions (millions) | 1M/month free | $___/M above free tier | Monthly in arrears |
Usage is billed monthly in arrears based on actual ad decision volume. Customer may monitor current usage via the Fairlead dashboard.
5. Service Levels
Fairlead will use commercially reasonable efforts to maintain a Monthly Uptime Percentage of at least 99.9% for the Services ordered herein, as defined in the published Service Level Agreement.
6. Support
| Field | Value |
|---|---|
| Support Tier | Standard / Priority / Enterprise (select one) |
| Severity 1 Response Target | |
| Severity 2 Response Target | |
| Named Support Contact | Yes / No |
7. Data Processing
The processing of Personal Data in connection with the Services ordered herein is governed by the DPA available at /legal/dpa.
7.1 Types of Personal Data
[To be completed by Customer.]
7.2 Categories of Data Subjects
[To be completed by Customer.]
8. Additional Terms
[Customer-specific amendments to the MSA should be documented in a separate Addendum.]