Master Subscription Agreement

Introduction

This Master Subscription Agreement ("Agreement") is a legally binding contract between you ("Customer," "you," or "your") and Nubravo, LLC, doing business as Nearfront ("Nearfront," "Company," "we," "us," or "our"), located at 550 W B St, 4th Floor, San Diego, CA 92101.

This Agreement governs all access to and use of Nearfront's software, platforms, dashboards, automation tools, websites, and professional services (collectively, the "Services").

By executing a Statement of Work, Order Form, or invoice, or by accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind that entity.

Nearfront may update this Agreement from time to time. Updates will be effective upon posting. Continued use of the Services constitutes acceptance of the updated terms.

Services

Nearfront provides marketing software and professional services including, but not limited to: local SEO, Google Maps optimization, AI search visibility (Google AI Overviews, Gemini, ChatGPT, Grok, Apple Maps), listings management, reputation management, review automation, engagement signal strategies, lead capture systems, analytics dashboards, content creation, link acquisition, paid search management, programmatic advertising, conversion rate optimization, ecommerce SEO, consulting, and integrations with third-party platforms.

Specific services, scope, and pricing are defined in an applicable Statement of Work, Order Form, or invoice. Nearfront may modify, enhance, suspend, or discontinue any service or feature at its discretion.

No Guarantees or Promises of Results

Nearfront makes no guarantees, representations, or warranties of any kind regarding rankings, traffic, leads, revenue, conversions, sales, return on investment, or business outcomes. All Services are provided on a best-efforts basis only.

Any examples, benchmarks, projections, or case studies referenced by Nearfront are illustrative only and do not constitute guarantees of future results.

Client Responsibilities

Customer is responsible for providing accurate information, timely access, approvals, credentials, and data required for service delivery. Customer represents that all materials, products, promotions, and claims supplied are lawful and compliant with applicable laws, regulations, and platform policies, including those governing regulated industries such as cannabis, hemp, THC-A, peptides, pharmaceuticals, alcohol, tobacco, gaming, crypto, and financial services.

Nearfront is not responsible for delays, interruptions, or performance issues caused by Customer actions, omissions, or third-party platforms. Nearfront is not responsible for compliance violations arising from Customer-supplied content, products, or business practices.

Payment Terms

Fees are billed in advance unless otherwise stated in an applicable Order Form or Statement of Work. All fees are non-refundable. Failure to pay within the stated terms may result in suspension or termination of Services, and all outstanding fees become immediately due.

Customer is responsible for all applicable taxes, excluding taxes based on Nearfront's net income. Nearfront reserves the right to adjust pricing with 30 days' written notice.

Intellectual Property

Nearfront retains all rights, title, and interest in its software, systems, methodologies, automation logic, dashboards, templates, reporting frameworks, and underlying technology.

Customer receives a limited, non-exclusive, non-transferable right to use deliverables and outputs solely during the active term of service and for the Customer's own internal business purposes.

Nearfront may reuse non-confidential learnings, workflows, and generalized knowledge gained during the engagement to improve its products and services.

Third-Party Services

Services may integrate with or rely on third-party platforms including Google, Meta, Apple, OpenAI, WordPress, POS systems, programmatic ad networks, or data providers. Nearfront is not responsible for third-party outages, policy changes, suspensions, pricing changes, or data loss attributable to third-party platforms.

Customer's use of third-party services integrated with Nearfront is subject to those third parties' own terms of service and privacy policies.

Limitation of Liability

To the maximum extent permitted by applicable law, Nearfront shall not be liable for any indirect, incidental, consequential, special, punitive, or lost profit damages, including loss of revenue, data, business opportunity, or goodwill, even if Nearfront has been advised of the possibility of such damages.

Nearfront's total aggregate liability arising out of or related to the Services shall not exceed the total fees paid by Customer to Nearfront in the three (3) calendar months immediately preceding the event giving rise to the claim.

Indemnification

Customer agrees to indemnify, defend, and hold harmless Nearfront and its officers, directors, employees, contractors, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from:

• Customer's business operations, products, promotions, or content
• Customer's use of the Services in violation of this Agreement
• Customer's violation of any applicable law or regulation, including those governing regulated industries
• Any third-party claim relating to Customer-supplied materials

Confidentiality

Each party agrees to protect the other party's Confidential Information using at least the same degree of care used to protect its own confidential information (but no less than reasonable care), and to use such information solely for purposes of performing under this Agreement.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed, or lawfully received from a third party without restriction.

Term and Termination

Unless otherwise stated in an applicable Statement of Work or Order Form, Services are provided on a month-to-month basis. Either party may terminate by providing written notice at least five (5) business days before the next billing cycle.

Nearfront may suspend or terminate Services immediately and without notice for nonpayment, misuse of the Services, violation of this Agreement, or conduct that Nearfront reasonably believes exposes Nearfront to legal, regulatory, or reputational risk.

All outstanding fees become immediately due upon termination. Sections 3, 6, 8, 9, 10, and 12 survive termination of this Agreement.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles.

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in San Diego County, California, and both parties consent to personal jurisdiction and venue in those courts.

Entire Agreement

This Agreement, together with any applicable Statements of Work, Order Forms, or invoices, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, understandings, and negotiations, whether written or oral.

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach.