Master Subscription Agreement

Updated August 22, 2026

Effective for orders referencing this agreement  |  https://microcommerce.ai/msa/

This Master Subscription Service Agreement (the "Agreement") is between Microcasting, Inc., a California corporation doing business as MicroCommerce ("MicroCommerce"), and the customer identified in an Order Form ("Client"). This Agreement becomes effective when Client signs or accepts an Order Form that references it. Each Order Form is part of this Agreement. If an Order Form conflicts with this Agreement, the Order Form controls for that Order Form.

1. Services and Access

MicroCommerce will provide the hosted platform, GEO or AI visibility services, professional services, support, and other deliverables described in the applicable Order Form (collectively, the "Services"). Service scope, fees, usage limits, start date, and subscription term are stated in the Order Form.

During the subscription term, MicroCommerce grants Client a limited, non-exclusive, non-transferable right for its employees and contractors to access and use the Services for Client's internal business purposes. Client may not resell the Services, provide them to third parties, reverse engineer them, interfere with their operation, use them unlawfully, or use them to build a competing product or service.

MicroCommerce may improve or modify the Services over time, provided it does not materially reduce the core functionality purchased by Client during the then-current paid term. Support will be provided during normal business hours using commercially reasonable efforts.

2. Client Responsibilities and Data

Client is responsible for its users, account security, and the accuracy, legality, and rights associated with information, content, product data, credentials, and other materials it provides ("Client Data"). Client will provide reasonable access, cooperation, and approvals needed for MicroCommerce to perform the Services.

Client retains ownership of Client Data. Client grants MicroCommerce and its service providers a limited right to host, copy, process, analyze, and use Client Data only as needed to provide, secure, support, and improve the Services. MicroCommerce may use aggregated or de-identified information that does not identify Client or any individual. MicroCommerce will use reasonable administrative, technical, and physical safeguards to protect Client Data.

3. Ownership and Deliverables

MicroCommerce and its licensors retain all rights in the Services, platform, software, methods, models, templates, technology, documentation, and improvements. No rights are granted except those expressly stated in this Agreement.

Client owns its Client Data and any final custom content expressly identified in an Order Form as Client-owned work product after all related fees are paid. MicroCommerce retains ownership of its pre-existing materials, tools, templates, know-how, and technology included in or used to create that work product, while granting Client a perpetual right to use those elements as incorporated in the delivered work product. Client grants MicroCommerce the right to use feedback about the Services without restriction.

4. Fees, Billing, Term, and Termination

Client will pay the fees and applicable taxes stated in each Order Form. Subscription fees are billed in advance and are non-refundable except where this Agreement expressly provides otherwise. Fees for approved work outside an Order Form will be charged only with Client's written approval. Overdue undisputed amounts may result in suspension after reasonable notice.

The subscription term and renewal terms are stated in the Order Form. Unless the Order Form states otherwise, subscriptions are month-to-month and either party may cancel with 30 days' written notice. Either party may terminate an Order Form for a material breach that remains uncured 30 days after written notice, or immediately if the other party becomes insolvent or ceases business operations.

When an Order Form ends, Client's access to the applicable Services ends and all unpaid fees through the termination date become due. Sections that by their nature should survive will survive, including payment, ownership, confidentiality, disclaimers, indemnification, limitations of liability, and general terms.

5. Confidentiality

Each party may receive non-public business, technical, financial, customer, or product information from the other ("Confidential Information"). The receiving party will use Confidential Information only to perform or exercise rights under this Agreement, protect it with at least reasonable care, and disclose it only to personnel and service providers who need it and are bound by confidentiality obligations.

Confidential Information does not include information that is publicly available through no fault of the recipient, already lawfully known, independently developed, or lawfully received without restriction. A recipient may disclose information when legally required if it gives prompt notice when permitted. Upon request or termination, each party will return or destroy the other's Confidential Information, except for routine backups or copies required by law.

6. Warranties and AI-Related Limitations

MicroCommerce warrants that it will perform professional services in a professional and workmanlike manner. Client's exclusive remedy for a verified breach of this warranty is re-performance of the affected services or, if MicroCommerce cannot reasonably correct the issue, a refund of prepaid fees for the affected undelivered services.

AI systems, search engines, referral sources, ecommerce platforms, and third-party services can change without notice. MicroCommerce does not guarantee any specific ranking, citation, traffic, conversion, revenue result, or continued availability or behavior of a third-party platform. AI-generated output may be incomplete or inaccurate, and Client is responsible for reviewing content before publishing or relying on it.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7. Indemnification

MicroCommerce will defend Client against a third-party claim that the Services, when used as permitted, infringe a United States intellectual property right, and will pay finally awarded damages or approved settlement amounts. MicroCommerce has no obligation for claims caused by Client Data, Client modifications, combinations not supplied by MicroCommerce, or use contrary to this Agreement. MicroCommerce may modify or replace the affected Service, obtain continued use rights, or terminate the affected Service and refund prepaid unused fees.

Client will defend MicroCommerce against third-party claims arising from Client Data, Client's unlawful use of the Services, or Client's breach of its responsibilities under this Agreement, and will pay finally awarded damages or approved settlement amounts. Indemnification requires prompt notice, control of the defense by the indemnifying party, and reasonable cooperation. A settlement may not admit fault or impose non-monetary obligations on the indemnified party without its written consent.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

EXCEPT FOR A PARTY'S PAYMENT OBLIGATIONS, MISUSE OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO MICROCOMMERCE UNDER THE AFFECTED ORDER FORM DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. LIABILITY FOR INTELLECTUAL PROPERTY INDEMNIFICATION WILL NOT EXCEED THE FEES PAID OR PAYABLE DURING THE TWELVE MONTHS BEFORE THE CLAIM.

9. General Terms

Neither party may assign this Agreement without the other's written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the assigning party's obligations. Neither party is liable for delay caused by events beyond its reasonable control.

Notices under this Agreement must be in writing and may be sent by email to the business contact listed in the Order Form, with termination or legal notices also sent by recognized courier or certified mail upon request. The parties are independent contractors. This Agreement does not create a partnership, agency, employment, or third-party beneficiary relationship.

This Agreement and all Order Forms are the complete agreement about the Services and supersede prior discussions on that subject. Amendments must be in writing and accepted by authorized representatives, except MicroCommerce may update this website Agreement prospectively; changes will not materially reduce Client's rights during a current paid term. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited as necessary and the remainder will continue in effect.

California law governs this Agreement without regard to conflict-of-law rules. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction. Electronic signatures and counterparts are valid.

Microcasting, Inc. d/b/a MicroCommerce  |  625 2nd Street, Petaluma, CA 94952 USA