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MASTER COMMERCIAL SERVICES AGREEMENT

Terms of Service

Document Reference: K2B-MSA-2026-V4 | Effective Date: January 1, 2024 | Last Revision: July 2026

Master Services Agreement Notice

These Master Terms of Service ("Terms" or "Agreement") constitute a legally binding contract between KyrosB2B LLC ("KyrosB2B", "Company", "we", "us", or "our") and the corporate entity or client organization ("Client", "Advertiser", "you", or "your") executing an Insertion Order (IO), Statement of Work (SOW), or accessing our demand generation services.

1. Binding Corporate Agreement & Order Hierarchy

By executing an Insertion Order (IO), authorizing a campaign statement of work, or utilizing KyrosB2B publishing properties and platform APIs, Client unconditionally accepts these Terms. The individual executing an IO on behalf of Client expressly warrants that they possess full corporate authority to bind Client to all contractual obligations herein.

Order of Precedence: In the event of an explicit conflict between these Terms and an executed Insertion Order, the specific commercial terms set forth in the IO shall prevail solely with respect to that individual campaign, provided such IO explicitly references the section of these Terms to be superseded.

2. Scope of B2B Demand Generation Services

KyrosB2B provides enterprise B2B lead generation, content syndication, performance marketing, and digital audience distribution services across our owned publishing network of 20+ media properties reaching 88M+ verified decision-makers.

A. Cost-Per-Lead (CPL) Campaigns: Delivery of verified B2B contact records meeting Client's pre-approved Ideal Customer Profile (ICP) criteria.
B. Content Syndication: Multi-channel distribution of Client whitepapers, ebooks, case studies, and research reports to targeted corporate subscribers.
C. Performance & Traffic Campaigns: Drive qualified intent traffic to Client landing pages utilizing Client custom tracking pixels and embedded form integrations.

3. Ideal Customer Profile (ICP) Criteria & Lead Quality Guarantees

All campaign deliverables are measured against the explicit target parameters specified in the applicable Insertion Order, including job titles, management seniority, company employee count, annual revenue tiers, technology stack, and geographic location.

Lead Verification & Replacement Policy:

Every lead delivered undergoes multi-step email verification, phone scrub, and firmographic validation. If Client identifies a lead that fails to meet agreed ICP criteria or contains invalid email syntax ("hard bounce"), Client must submit a formal rejection log within ten (10) business days of delivery. KyrosB2B will inspect and replace qualifying defective leads free of charge within fifteen (15) business days.

4. Custom Landing Pages, Pixel Tracking & Data Ownership

Unlike restrictive legacy lead networks, KyrosB2B supports campaign execution directly on Client-owned landing pages, custom domain destinations, embedded form scripts, and custom tracking pixels (including LinkedIn Insight Tags, Meta Pixels, Google Analytics 4, and server-side Webhook endpoints).

Client Data Sovereignty: Client retains sole and exclusive ownership of all first-party lead data, prospect inquiries, and telemetry generated on Client landing pages. KyrosB2B claims zero ownership rights over leads submitted directly on Client infrastructure.

5. Intellectual Property & License Grants

Client grants KyrosB2B a non-exclusive, non-transferable, royalty-free, worldwide license during the campaign term to utilize Client corporate logos, trademarks, whitepapers, creative banners, and promotional assets solely for executing authorized demand generation campaigns.

KyrosB2B IP Protection: All publishing portals, subscriber databases, proprietary intent scoring algorithms, ad tech platform code, and trademarks owned by KyrosB2B remain the exclusive intellectual property of KyrosB2B.

6. Payment Terms, Invoicing & Net 30 Billing

Invoices are rendered according to the billing schedule detailed in the Insertion Order. Unless explicitly modified in writing on the IO, all invoices are payable in United States Dollars (USD) within thirty (30) calendar days from the invoice date ("Net 30").

  • Late Payment Interest: Overdue balances shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.
  • Non-Cancelable Commitments: Once an Insertion Order is executed and media deployment has commenced, campaign budgets represent non-cancelable commercial commitments unless terminated for material breach under Section 13.

7. Client Representations & Advertising Compliance

Client represents and warrants that all provided creative materials, whitepapers, landing page offers, and claims comply with all applicable advertising laws, trade regulations, and truth-in-advertising guidelines. Client warrants that provided content does not infringe upon any third-party patent, trademark, copyright, or privacy right.

8. KyrosB2B 100% First-Party Data & Anti-Scraping Warranty

KyrosB2B warrants that all subscriber records across our 88M+ database are collected strictly via explicit first-party opt-in mechanisms across our owned media properties.

Anti-Scraping Warranty: KyrosB2B explicitly warrants that we do not utilize web-scraped databases, unverified third-party email lists, or illicit data harvesters in fulfilling any campaign deliverables.

9. Data Privacy, DPA Incorporation & GDPR/CCPA Compliance

Both parties agree to comply with all applicable data privacy statutes, including GDPR, UK GDPR, CCPA/CPRA, CAN-SPAM, and CASL. Our global Global Privacy Policy and standard Data Processing Addendum (DPA), incorporating European Commission Standard Contractual Clauses (SCCs), are incorporated into these Terms by reference.

10. Confidentiality & Non-Disclosure

Each party agrees to maintain in strict confidence all non-public technical, commercial, pricing, and campaign performance data disclosed by the other party. Confidential Information shall not be disclosed to any third party for a period of three (3) years following campaign termination, except to employees and legal advisors with a strict need-to-know.

11. Limitation of Liability & Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KYROSB2B BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, OR DATA) ARISING OUT OF OR RELATED TO CAMPAIGN PERFORMANCE.

AGGREGATE LIABILITY CAP: KYROSB2B'S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATED TO ANY INSERTION ORDER OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO KYROSB2B UNDER THE SPECIFIC INSERTION ORDER GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

12. Mutual Indemnification

Client Indemnification: Client shall defend, indemnify, and hold harmless KyrosB2B against any third-party claims, lawsuits, or liabilities arising from Client's creative content, landing page offers, or alleged IP infringement.

KyrosB2B Indemnification: KyrosB2B shall defend, indemnify, and hold harmless Client against third-party claims alleging that KyrosB2B's proprietary publishing platform directly infringes valid third-party IP rights.

13. Term, Suspension & Termination for Cause

Either party may terminate an Insertion Order for cause if the other party materially breaches any provision of these Terms and fails to cure such breach within thirty (30) calendar days of written notice. KyrosB2B reserves the right to immediately suspend campaign deployment in the event of non-payment or deceptive advertising content.

14. Governing Law, Jurisdiction & Binding Commercial Arbitration

These Terms and all Insertion Orders shall be governed by and construed under the laws of the State of Delaware, USA, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved via binding commercial arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

15. General Provisions & Legal Contact Directory

If any provision of these Terms is held invalid by an arbitrator or court of competent jurisdiction, such invalidity shall not affect the remaining provisions. These Terms, together with executed Insertion Orders and DPAs, constitute the complete agreement between the parties.

Legal Department Contact

All formal legal notices or contractual inquiries must be transmitted to:

KyrosB2B Legal Department | Email: legal@kyrosb2b.com

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