MASTER SERVICES AGREEMENT (MSA)

Policy Last Updated On: 2026-07-12

GOVERNING JURISDICTION: Saskatchewan, Canada

PREAMBLE AND EXPLICIT MANIFESTATION OF INTENT

This Master Services Agreement ("MSA") constitutes a legally binding, irrevocable, and absolute contract between Permanent Media Corporation (DBA "Perma Media") (the "Company," or the "Platform") and any entity, user, Host, Agency, or Brand utilizing the Perma Media Exchange ("PMX"), ModernizationGrant.com, or PermaMedia.com. Accessing the Platform via an authenticated user session, One-Time Password (OTP) validation, API integration, or physical QR code scanning constitutes an explicit, incontestable manifestation of intent to be bound by all clauses herein. For absolute cryptographic clarity and API synchronization, the specific Effective Date established within an underlying Service Level Agreement ("SLA") mathematically defines the exact moment of legal binding to this MSA.

Contextual Interpretation of Definitions: To maintain the absolute structural separation of the supply and demand marketplaces, this MSA relies on contextual flow-up definitions. Any capitalized term utilized within this MSA shall have the exact, absolute meaning ascribed to it in the specific SLA executed by the respective user. No user shall be bound by, or have access to, the proprietary operational definitions of a counter-party SLA.

  1. JURISDICTIONAL SUPREMACY, IP FIREWALL, AND FOUNDER ASSIGNMENT

  1. Governing Law And Absolute Asset Shielding

  1. This MSA, and all matters regarding platform access, software usage, algorithmic output, financial routing, and underlying intellectual property, are governed exclusively by the laws of the Province of Saskatchewan, Canada, and the federal laws of Canada applicable therein, explicitly superseding any localized arbitration venues referenced within nested secondary Service Level Agreements (SLAs), except where jurisdiction is explicitly delegated within Article IV of this MSA to ensure localized compliance and enforceability. By executing this agreement, all parties explicitly and permanently waive the right to seek discovery, litigation, class-action participation, or injunctive relief in the federal or state courts of the United States regarding Perma Media's core algorithmic infrastructure.

  1. Saas Exclusivity And Supremacy

  1. This MSA dictates the overarching software-as-a-service (SaaS) rules. It establishes absolute exclusivity for the Platform and supersedes all localized, municipal, or regional disputes regarding data privacy, physical installations, and platform functionality.
  2. Hardware Sovereignty: In parallel with the SaaS ecosystem, Perma Media retains absolute and perpetual legal title to all physical hardware, sub-frames, materials and architectural media deployed within the network, regardless of the Host facility’s physical location.

  1. ZERO-TRUST SECURITY, ACCESS, AND ESTOPPEL

  1. Tokenized Authentication and Absolute Liability The Platform operates on a "Never trust, always verify" Zero-Trust framework. While initial access may be tokenized via Magic-Links to neutralize phishing vectors, persistent workspace access requires the establishment of a secure static password. Access is governed by a Context-aware Identity and Access Management (IAM) system utilizing tokenized, dynamically decaying Magic-Links with an automated expiration window of the exact 14-day limit.
  2. Every Agency, Host, Brand, or Independent Contractor bears absolute, exclusive responsibility for the confidentiality of their access tokens.
  3. Any bid placed, contract executed, Modification Veto issued, or parameter altered via a valid Magic-Link session is irrefutably deemed authorized, ratified, and legally binding.
  4. Users unconditionally indemnify Perma Media for any financial loss, "Commercial Sabotage," or unauthorized transactions resulting from a failure to secure their own hardware or email infrastructure.
  5. Physical Credential Binding (The PMX Cypher): Initial Platform activation, grant authentication, and B2B sponsorship rights are gated behind a physical cryptographic key delivered via dimensional mail. The SHA-256 hash verification of the single-use physical QR code token constitutes a legally binding electronic signature under the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA), establishing incontestable corporate binding authority prior to any digital interaction.
  6. Bifurcated Acceptance Protocol And Telemetry Boundary: Perma Media captures behavioral "Data Exhaust" during the user journey, including navigation vectors, onFocus/onBlur timestamps, and interaction latencies exceeding the 1,500-millisecond threshold. This telemetry is strictly utilized for operational optimization and platform scaling; it is explicitly not weaponized for legal suppression. To guarantee unassailable legal notice without degrading transactional capital velocity, the Platform enforces a Bifurcated Acceptance Protocol. Upon initial Account Origination (establishing a static password and claiming a workspace), the user must click a distinct, standalone legal acceptance confirmation featuring a mandatory, enforced display timer of exactly 15 seconds on the Master Services Agreement and respective SLA summaries. Once this overarching authorization is mathematically bound to the user's identity, all subsequent financial transactions and blind bids executed within the Perma Media Exchange (PMX) are governed by zero-latency, transactional clickwraps, completely unencumbered by artificial reading timers.
  7. Immutable Server-Side Authority & Modification Voidance: The User explicitly acknowledges that all legal agreements, SLAs, and MSAs are hosted, rendered, and cryptographically locked exclusively on Perma Media's secure server infrastructure. Any attempt by the User to alter, strike through, or manipulate the client-side HTML, DOM, or localized browser rendering of any legal document is mathematically irrelevant and legally void. The User's affirmative click execution irrevocably binds them strictly to the unaltered, server-side master document version active on the specific Effective Date of their corresponding SLA. Any such unauthorized localized manipulation shall be construed as bad-faith dealing and immediately trigger platform expulsion without prejudicing Perma Media's right to enforce the unaltered master agreement.
  8. THE VERIFICATION CONFIDENCE ENGINE (VCE) SUPREMACY
  9. Sole and Incontestable Arbiter The Platform’s reality is dictated entirely by its proprietary algorithms. The Verification Confidence Engine (VCE) is the sole, absolute, and incontestable arbiter for establishing Proof of Performance (PoP) across the network. All users explicitly agree that the VCE's output regarding installation status, asset integrity, and metric validation is final and legally binding.
  10. Cryptographic Evidence and Third-Party Auditor Banishment: The VCE utilizes geotagged images, hardware telemetry, Google Places API semantic caching, HTML5 environment capture, and mandatory SHA-256 EXIF hash signing to authenticate physical installations and prevent digital fraud. By executing this MSA, all users legally, unconditionally, and irrevocably waive the right to utilize third-party auditing data to challenge PoP, request make-goods, or withhold recurring contractual payments.
  11. Contingent Make-Whole Remediation & Subrogated Fiat Refund: In the event of intentional interference or default resulting in the destruction of an active asset, Perma Media will utilize commercially reasonable efforts to remediate the asset. All physical remediation efforts are initially funded by the available liquidity within Perma Media's ring-fenced Contingency Reserve. In the event that remediation is impossible (e.g., total loss or facility closure), Perma Media explicitly recognizes all initial upfront capital expenditures as fully earned upon initial deployment and strictly non-refundable out of corporate capital. As a contingent commercial make-good for the service interruption, Perma Media will independently subrogate the claim against commercial insurance and the at-fault party's guarantees. IF AND ONLY IF Perma Media successfully recovers these funds, a direct fiat refund will be issued to the impacted counterparty equivalent to the prorated fraction of the original capital expenditure based on the remaining contract duration, as well as a fiat refund for any recurring subscriptions collected since the last successful VCE Proof of Performance update. Perma Media bears zero liability if the insurance claim or collection fails.
  12. DELEGATION OF LIABILITY
  13. The MSA is engineered to remain clean of localized disputes, shielding the parent corporation from logistical and financial friction. It legally incorporates specialized SLAs by reference, explicitly delegating specific operational liabilities, financial obligations, and network requirements to external partners based strictly on their authorized account designation. A user is legally bound exclusively by the operational mechanics, financial schedules, and restrictive covenants defined within their respective, role-specific SLA.
  14. Jurisdiction: Saskatchewan, Canada.
  15. Bidding Mechanics: Enforces a strict 100-hour blind auction. All bids are irrevocable upon submission. Agencies warrant the use of internal "triple-check" procedures; clerical errors or budget alterations are explicitly neutralized as defenses.
  16. Absolute Deposit Liability: Agencies assume absolute Joint and Several Liability with the Brand client for the upfront Architectural Integration Fee. To ensure absolute capital velocity, Agencies may utilize credit card processing strictly for transaction volumes up to the $10,000.00 maximum limit. Any transaction exceeding this threshold must automatically route via Institutional Direct Debit (ACH/PAD) or Institutional Wire Transfer to mathematically protect the platform from unrecoverable processing margin leaks.
  17. However, all credit card transactions (including the Architectural Integration Fee and recurring MML) automatically incur a 3% Convenience Fee. This fee is entirely waived if the Agency routes payments via Institutional Direct Debit (ACH/PAD).
  18. The Sequential Liability Trapdoor: Agencies are granted Conditional Sequential Liability strictly for recurring MML payments. This shield is instantly and irrevocably dissolved—converting to absolute Joint and Several Liability—if the Agency fails to legally assign the debt to Perma Media in writing within the 14-day enterprise cure period following the final payment failure, fails to provide necessary debt-collection documentation, or fails to disclose the corporate identity of the Brand principal. To accommodate enterprise Non-Disclosure Agreements (NDAs) and Stealth Campaigns during active auctions, Agencies are permitted to utilize the Stealth Campaign Checkbox at the exact time of bidding, legally warranting the undisclosed entity does not violate the Host's Blacklist. The Agency is granted a strict 14-day grace period following the bid submission to disclose the plaintext corporate identity to Perma Media. Failure to provide the plaintext identity within this exact window irrevocably dissolves the Sequential Liability shield.
  19. Discretionary Digital Amplification: Perma Media may, at its sole and absolute discretion, allocate a portion of platform capital to fund digital amplification of the physical media asset via third-party social networks. Agencies explicitly acknowledge that this digital amplification is a promotional gratuity, not a contracted media deliverable. Perma Media makes zero guarantees regarding digital impressions, click-through rates, or uninterrupted ad-network delivery. Any failure or cessation of the digital amplification shall not constitute a breach of this SLA, nor shall it entitle the Agency or Brand to any refund or reduction of the MML.
  20. Omnichannel Trademark & Amplification License: Upon submission of bidding creative, the Agency, acting with absolute authority on behalf of the Brand, grants Perma Media a perpetual, royalty-free, worldwide license to photograph, digitize, distribute, and financially boost the Brand’s creative across all third-party digital networks solely for the purpose of network amplification and case-study generation.

  21. Host SLA

  1. Jurisdiction: Local to the Asset.
  2. Exclusivity & ROFR: Mandates an exclusive local advertising contract for the specific duration defined in the Host SLA, prohibiting competing out-of-home (OOH) media. Enforces an absolute Right of First Refusal (ROFR) for any new architectural surfaces.
  3. The Physical and Legal Definition: Industrial-grade PET felt acoustic panel installations (including any associated strapping grids, mechanical fasters and structural adhesives) are legally defined as highly durable, non-fixture architectural media. The Host grants Perma Media a continuing, first-priority security interest in all architectural media integrations, irrevocably authorizing the execution and filing of UCC-1 (USA) and PPSA (Canada) secret liens without prior notice to the Host.
  4. Commercial Sabotage Penalties: Unauthorized removal of the panels is legally classified as "Commercial Sabotage." This triggers 100% Host liability for drywall/masonry repair costs, 150% liquidated damages based on the original Architectural Integration Fee, and the immediate disgorgement of all Host Stipends issued since the last verified PoP audit.
  1. Manufacturer SLA
  1. Jurisdiction: Saskatchewan, Canada
  2. Baseline Acoustic Guarantee: Perma Media guarantees that all physical media installations shall meet commercial architectural standards. The baseline acoustic medium (dual-layer finish) utilizes a 2-layer stack of 12-millimeter PET felt mounted directly to the wall surface, achieving a baseline Noise Reduction Coefficient (NRC) of 0.55. However, a standard deployment incorporates a 1.5-inch acoustic air gap, resulting in an enhanced NRC rating of 0.85. Subsequent architectural upgrades (Tri-Layer, Quad-Layer and Apex Tier) introduce additional dimensional layers which may dynamically compound the baseline acoustic dampening properties based on the diffusive properties of the installation’s unique three dimensional geometry.

  1. Syndicate Contractor SLA

  1. Jurisdiction: Local to the Installation.
  2. Mobilization Fee Transfer & B2B Syndicate Shield: Perma Media explicitly does not contract with individual sole-proprietor technicians. All physical deployments are routed exclusively through vetted, incorporated commercial Contractor Syndicates. These third-party entities serve as the sole legal employers of the on-site technicians. To access the Perma Media Network, the Syndicate entity must maintain active Workers' Compensation Board (WCB) / occupational hazard clearance and a minimum of $1,000,000.00 in Commercial General Liability (CGL) insurance. Perma Media provides architectural and warranty tolerances for the physical hardware, not employment directives. If a Host's facility is unprepared for installation (surfaces not clean/smooth), the ensuing standby fees—capped at the $500.00 liquidated mobilization fee—are instantly shifted to the Host via Liquidated Mobilization Fees, automatically deducted from future Host stipends via Stripe.

  1. Ambassador SLA

  1. Jurisdiction: Local to the Ambassador's Domicile.
  2. Independent Contractor Estoppel: Explicitly defines the Ambassador strictly as a 1099 independent contractor. The Ambassador explicitly waives any right to claim employee status, benefits, or equity.
  3. Margin Secrecy & Audit Waiver: The Ambassador irrevocably waives any right to audit Perma Media's gross revenues, Architectural Integration Fees, or contingency reserves, agreeing to accept the programmatic commission calculations generated by the Platform as absolute and final truth.

  1. STRUCTURAL INDEMNIFICATION AND CODE COMPLIANCE

  1. Host Assumption of Structural and Municipal Risk Perma Media Corporation operates strictly as a software and logistics intermediary. The physical installation of the architectural acoustic panels utilizes a 1.5-inch sub-frame (horizontal and vertical strapping system) anchored into internal building studs.
  2. Building Code Immunity: The installation is classified as non-structural FF&E (Furniture, Fixtures, and Equipment). However, the Host assumes 100% legal and financial liability for securing any necessary municipal cosmetic permitting, structural compliance, or landlord approvals required by their specific commercial lease.
  3. Electrical Hazard Shielding: The Installer SLA mandates utility blocking and 1-inch offsets around electrical receptacles, with strict prohibitions on altering live electrical faceplates. Perma Media bears zero liability for electrical hazards, fire code violations, or building code infractions resulting from the Independent Contractor's installation methods or the Host's pre-existing structural baseline.
  4. BORDERLESS COMPLIANCE AND DATA EXHAUST TELEMETRY
  5. USMCA Native Localization and Digital Trade Protections The Platform utilizes Geo-IP detection to automatically default UI languages (English, French, Spanish) and currencies (CAD for Canadian IPs, USD for all others). This native localization leverages the 1.37 multiplier instantly to prevent post-auction currency disputes.
  6. Treaty Context & Cross-Border Consent: While the United States-Mexico-Canada Agreement (USMCA) Chapter 19 promotes the free flow of digital trade, all cross-border data transfers are strictly governed by explicit user consent pursuant to PIPEDA Schedule 1, Principle 4.1.3, the CCPA, and applicable Standard Contractual Clauses (SCCs) for global adjacency. By utilizing the Platform, the user provides explicit, informed consent to the cross-border transfer, storage, and processing of all telemetry, financial data, and algorithmic modeling on servers located in the United States and/or Canada.
  7. Jurisdiction Waiver and CBPR Adherence: The Platform utilizes the APEC Cross-Border Privacy Rules (CBPR) System to ensure comparable privacy protections across jurisdictions. All Host, Agency, and Brand users legally consent to this centralized processing and explicitly waive any right under local, state, or provincial law (including PIPEDA, CCPA, or equivalent statutes) to demand localized data storage, acknowledging that centralized US-based and/or Canadian-based infrastructure is a fundamental operational prerequisite for the Perma Media Network.
  8. PIPEDA & CCPA Decoupling (The "Data Exhaust" Mandate)
  9. To guarantee legal compliance with global privacy frameworks, Perma Media operates under a bifurcated regulatory classification model. Perma Media mathematically and cryptographically decouples Personally Identifiable Information (PII) captured within the Host Infrastructure Portal (ModernizationGrant.com) from the Sponsor Matching Pool (PermaMedia.com).
  10. Data Exhaust Ownership & Controller Designation: All behavioral telemetry, session logic, semantic caches, micro-hesitations, and onFocus/onBlur timestamps are classified strictly as "Data Exhaust." Perma Media acts as the exclusive "Data Controller" (GDPR/PIPEDA) and "Business" (CCPA) for this telemetry, as well as any submitted B2B application data utilized to operate the Perma Media Exchange (PMX). Perma Media retains the absolute commercial right to aggregate, anonymize, and leverage this operational data for algorithmic scaling and enterprise valuation. Users may execute their "Right to Know" and "Right to Delete" requests in compliance with applicable laws via the designated privacy alias.
  11. Processor Designation For Consumer Data: For any localized, consumer-facing data captured within the physical Host facility, or any first-party target audience data uploaded by an Agency, Perma Media operates strictly as a "Data Processor" (GDPR/PIPEDA) or "Service Provider" (CCPA). The respective Host or Agency remains the sole Data Controller for such assets, assumes 100% of the regulatory liability for securing end-user consent, and irrevocably indemnifies Perma Media against third-party privacy claims, statutory fines, or data breach litigation.
  12. M&A and Securitization Transfer Rights: While Perma Media expressly prohibits the syndication of user data to third-party marketing brokers, all parties explicitly acknowledge and legally consent that Perma Media retains the absolute, unencumbered right to assign, transfer, or share all Platform Data, PII, and Data Exhaust with third-party legal, financial, or corporate entities strictly for the purposes of due diligence, corporate mergers, acquisitions, or the securitization of media leases via a Special Purpose Vehicle (SPV).

  13. Submitted Application Data And AI Training Rights

  14. In addition to the passive Data Exhaust defined in Section 6.2, all active data, media, photography, and demographic inputs submitted by any Host or Agency during the application, bidding, or PoP processes become the permanently licensed operational data of Perma Media. Perma Media retains the absolute right to utilize this submitted data to execute algorithmic valuations (PMI), train machine-learning/AI architectural models, and display modified variants (e.g., visionary mockups) within its secure Sponsor Matching Pool. Users explicitly waive any right to demand the deletion or suppression of submitted architectural photography once it has been processed into a Perma Media Digital Twin or AI mockup.

  1. FINANCIAL ROUTING AND THE REVENUE WATERFALL

  1. Automated Capital Distribution & The Proprietary Waterfall

  1. All capital routed through the Platform is automatically, programmatically, and irrevocably distributed via Stripe Connect according to Perma Media's proprietary algorithmic waterfall.
  2. The Distribution Matrix: The Platform utilizes a proprietary internal routing protocol to fund localized facility endowments, authorized management commissions, platform contingency reserves for physical remediation, and Perma Media's corporate operating margins.
  3. Siloed Entitlements: The specific financial percentages, operational fees, and recurring capital obligations owed to or by any given entity are strictly governed by their respective, siloed SLAs and are dynamically rendered within their secure Zero-Trust dashboards.
  4. Absolute Margin Secrecy & Audit Waiver: All other internal platform allocations, corporate net margins, executive overrides, and contingency pools are strictly classified as highly confidential corporate trade secrets. By executing this Agreement, all users explicitly and irrevocably waive any right to audit, dispute, litigate, or demand transparency into the gross capital distribution matrix beyond their explicitly contracted individual allocations.
  1. DYNAMIC VARIABLES INCORPORATION

  2. Explicit Manifestation Of Intent For Variables

  1. Pursuant to corporate contract law, this MSA and all associated SLAs incorporate by reference all corresponding mathematical, temporal, and pricing values set forth in the external Perma Media "Master Variables" document.

  1. Instantaneous Binding

  1. The Platform's dynamic operational metrics—specifically including, but not limited to, the dynamic initial Contract Term, the standard automatic renewal term, the auction duration, the Agency Commission and the Host Stipend—are legally valid and irrevocably binding at the exact microsecond of a user's interaction with the Platform API. Users permanently waive the right to audit the mathematical multipliers (PMI, AQL, POS multipliers, or Architectural Media Asset Tiers) utilized by the engine.

  1. Fiat Localization And Bifurcated Billing Execution

  1. To protect all parties from unquantifiable foreign exchange (FX) volatility, Perma Media enforces a strict Bifurcated Currency Architecture.
  2. The Recurring Capital Anchor: Perma Media executes all recurring subscription transactions and subsequent localized distributions strictly in the native fiat currency of the jurisdiction in which the physical asset resides (the "Local Currency").
  3. The Material Installation Anchor: Upfront Architectural Integration Fees are structurally decoupled from recurring subscriptions. To facilitate global supply chain procurement, the upfront Architectural Integration Fee is continuously anchored to a USD base cost but will be dynamically quoted and settled in the payer's registered corporate currency, utilizing real-time exchange API routing inclusive of a mandatory 3% algorithmic conversion margin.
  4. The Transactional Execution Covenant: To maintain the financial integrity of the marketplace while ensuring frictionless enterprise capital deployment, the Platform relies on legally binding clickwrap authorizations. The User explicitly and irrevocably authorizes Perma Media to execute automated penalty charges against their saved corporate billing profile in the event of an abandoned transaction, unauthorized cancellation, or commercial sabotage, as explicitly defined in their respective SLA. Failure to remit these penalties will result in an immediate administrative hold on their specific workspace and the pursuit of all available legal remedies.

© 2026 Permanent Media Corporation. All Rights Reserved. The contents of this document, including all operational frameworks, legal architectures, and installation methodologies, are the exclusive intellectual property of Permanent Media Corporation. Unauthorized reproduction, adaptation, or distribution is strictly prohibited and will be prosecuted to the maximum extent permitted by law.