Last Updated: [June 26, 2025]
THIS MASTER SERVICE AGREEMENT ("MSA") GOVERNS CUSTOMER'S USE OF THE AIRFLUX SERVICES. CAPITALIZED TERMS IN THIS MSA HAVE THE DEFINITIONS SET FORTH HEREIN. CUSTOMER ACCEPTS TO BE BOUND BY THE TERMS OF THIS MSA BY EXECUTING AN ORDER FORM THAT REFERENCES THIS MSA. THIS MSA IS EFFECTIVE BETWEEN CUSTOMER AND AB180 INC., HEREINAFTER REFERRED TO AS "COMPANY", AS OF THE DATE CUSTOMER ACCEPTS OR AGREES TO THIS MSA (THE "AGREEMENT DATE").
"Affiliate" means, with respect to a party, any entity controlling, controlled by or under common control with such party, where control (including "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of more than 50% of voting securities or other ownership interests, by contract or otherwise.
"Agreement" means, collectively, this MSA, the DPA, Order Forms, and any ancillary agreements entered into between the parties and amendments to any of the foregoing.
"Airflux Service(s)" or “Service(s)” means the AI-powered in-game revenue optimization solution provided by the Company as specified in the applicable Order Form.
"Airflux Support Policy" means the customer support policy, including technical support, customer success, onboarding assistance, and other customer service service offerings for the Airflux Services available via https://ab180.notion.site/airflux-support-policy/.
"Beta Services" means products, services, integrations, functionality or features that are not generally available, but that the Company may make available to the Customer to try at the Customer's discretion, which may be described as "alpha," "beta," "pilot," "limited release," "developer preview," "non-production," "early-stage", or other similar description.
"Customer Data" means data and other content submitted by or for the Customer to the Airflux Services, including data related to or submitted by the Customer's end users, and analytics, reports, content or other outputs made as a result of using the Airflux Services. For the avoidance of doubt, the Customer Data does not include System Data (defined below) or any dashboards, templates, or any other technology or components of the Airflux Services created, developed, used or provided by the Company.
"Demo Account" means an account issued by the Company to the Customer for testing the Airflux Services to verify functionality before the start of the paid service use. Some features may be restricted or limited in the Demo Accounts.
"Documentation" means the Terms of Service (https://ab180.notion.site/terms-of-service-en ), and any online documentation, operating manuals, user guides, and other usage policies for the Airflux Services accessible via http://docs.airflux.ai/ or otherwise provided by the Company, which may be updated from time to time. The Documentation includes, without limitation, technical specifications, API documentation, integration guides, best practices, and any service-specific terms or policies that govern the use of the Airflux Services.
"Downtime" shall mean the time (in minutes) that the Customer is unable to use the Airflux Services due to reasons such as inaccessibility to the website or account page, while not including:
"Feedback" means suggestions, comments, feedback, improvement requests or other assessments which the Customer or its Users may provide to the Company relating to features, functionality or the operation of the Airflux Services and/or Beta Services.
"Inference API" means Airflux’s API that returns AI-powered real-time decisions for in-game revenue optimization, regarding ad revenue, rewarded value, and in-app purchase.
"Order Form" means a document entered between the Company and the Customer, specifying the order details including the service use period, usage limit, service fee, and payment details.
"System Data" means data and information collected, derived, or otherwise generated by the Airflux Services that has been anonymized, de-identified, and/or aggregated so as not to identify or permit identification of an individual. For the avoidance of doubt, the Company may use, modify, and display System Data, provided, however, that the Company will not publicly disclose or distribute the System Data unless it is aggregated in a manner that does not permit the identification of the Customer.
"Third-Party Products" mean a non-Company product or web-based, mobile, offline or other software application or service that the Customer chooses to integrate with or use in connection with the Airflux Services.
"Usage Limit" means the limit on Airflux Services usage as agreed in the applicable Order Form.
"User" means an individual the Customer invites, authorizes or otherwise uses or accesses the Airflux Services under the Customer's account, including employees of the Customer and its Affiliates, contractors, agents and consultants of the Customer.
2.1 Provision of Airflux Services
The Company provides the Customer (a) the Airflux Services during the subscription term set forth in the Order Form in accordance with the terms of the Agreement; (b) all updates as part of the Airflux Services during the term of the applicable Order Form; and (c) the Airflux Services in accordance with laws and regulations applicable to the Company's provision of the Airflux Services, without regard for the Customer's particular use of the Services and subject to the Customer's and Users' use of the Services in accordance with the Agreement and the Documentation.
2.2 Affiliates
An Affiliate may enter into an Order Form for the purchase of Airflux Services, pursuant to this MSA. In such circumstances, the Order Form binds the Affiliate to the terms and conditions of the Agreement. Any Affiliate of the Customer that enters into such Order Form is deemed to be "the Customer" as contemplated therein and in the Agreement.
2.3 Changes to Airflux Services and Future Functionality
The Customer acknowledges that the features and functions of the Airflux Services may change over time; provided, however, the Company will not materially decrease the overall functionality, support and security of the Airflux Services. The Company's provision and the Customer's purchase of the Airflux Services is not contingent upon the delivery of any future functionality or features.
2.4 Data Privacy and Protection of Personal Data
The Company Data Processing Addendum ("DPA") (https://www.airflux.ai/data-processing-addendum) is hereby incorporated by reference into this MSA. The parties agree that the provisions contained in the DPA govern the processing of Personal Data (as defined in the DPA) in connection with this MSA.
2.5 Support Services
The Customer may submit support inquiries to [email protected], and the Company will provide the Customer with customer support services in accordance with the Airflux Support Policy ("Support").
2.6 Service Level Agreement
The Company guarantees the Customer ninety-nine percent (99%) availability of the Airflux Services ("Availability"). The Availability is calculated as:
(Total minutes of a month - Downtime of a month) / Total minutes of a month × 100
If the Company fails to meet the 99% Availability commitment, the Customer may request service level credits equal to 0.25% of monthly fees multiplied by hours of downtime, provided that the aggregate service level credits for any calendar month shall not exceed the monthly fees for such month.
2.7 Beta Services
From time to time, the Company may offer the Customer access to Beta Services and Free Trials for the Beta Services, which are optional for the Customer to use. Beta Services may contain bugs, errors, defects, or harmful components and may be discontinued at any time.
2.8 Protection of Services
The Company may suspend the Customer's or any of its Users' access to the Airflux Services if in the Company's reasonable judgment: (a) the Customer's or its Users' use imminently threatens the security, integrity or availability of the Airflux Services; or (b) the Customer materially breaches this Agreement or the License Restrictions set forth in Section 3.2.
3.1 Administration of Customer's Account
The Customer is responsible for maintaining the security of user IDs, passwords and other access credentials of the Customer's Users, and ensures such access credentials are kept strictly confidential. The Customer is responsible for all acts or omissions taken under the Customer's or its Users' access credentials.
3.2 License Restrictions
The Customer and its Users do not (and do not allow any third party to) directly or indirectly:
3.3 Customer Responsibilities
The Customer is responsible for:
3.4 Third-Party Products
The Customer may, in its sole discretion, procure and use Third-Party Products in connection with the Airflux Services. Any acquisition and use by the Customer of such Third-Party Products is solely the responsibility of the Customer and the applicable Third-Party Product provider. If the Customer chooses to use Third-Party Products, the Customer acknowledges that the interoperation of the Third-Party Products and the Airflux Services may require the exchange of the Customer Data, and the Customer hereby grants the Company permission to allow the Third-Party Product and its provider to access, transmit, modify, or delete any such Customer Data as required for such interoperation. The Company is not responsible for any use, disclosure, modification, or deletion of such Customer Data or for any act or omission on the part of the Third-Party Products or its provider. The Company cannot guarantee the continued availability of integrations of Third-Party Products with the Airflux Services and may cease providing interoperation with a Third-Party Product at any time and for any reason. Providers of Third-Party Products are not considered subcontractors or Sub-processors of the Company as defined in the DPA.
4.1 Reservation of Rights
As between the Customer and the Company, the Company owns and retains all right, title and interest in and to the Airflux Services, Beta Services, Documentation and all improvements, enhancements or modifications to the foregoing, including System Data.
4.2 Access to Airflux Services
During the term of the applicable Order Form, the Company hereby grants to the Customer a non-exclusive, non-sublicensable, non-transferable, non-assignable right to access and use the Airflux Services in accordance with this Agreement.
4.3 Customer Data License
As between the Company and the Customer, the Customer owns all right, title and interest in and to the Customer Data. The Customer hereby grants the Company a non-exclusive, non-transferable, worldwide, royalty-free license to host, copy, use, transfer and process the Customer Data as necessary for the Company to provide the Airflux Services.
4.4 Feedback
The Customer may provide Feedback to the Company and the Company has full discretion to determine whether or not to use the Feedback. The Customer hereby grants the Company an irrevocable, perpetual, sublicensable, royalty-free license to use any such Feedback.
5.1 Definition of Confidential Information
"Confidential Information" means any information or data in any form or medium (whether oral, written, electronic, or otherwise) disclosed by either party that is marked or otherwise designated as confidential or proprietary at the time of disclosure or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding its disclosure. Confidential Information of the Company includes, without limitation, pricing, the Airflux Services and any Feedback. Confidential Information of the Customer includes the Customer Data. However, Confidential Information does not include any information which: (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
5.2 Protection of Confidential Information
Each party agrees that it will use the Confidential Information of the other party solely in accordance with the terms of the Agreement and it will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep the Confidential Information confidential by obligations consistent with those of the Agreement; and (b) as required by law (in which case the receiving party will, to the extent legally permitted, notify the disclosing party within a reasonable time prior to such access or disclosure so as to provide the disclosing party with the opportunity to contest such disclosure or otherwise seek appropriate protective measures, and will use reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of the Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential parties to a bonafide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that the party to whom the terms are disclosed is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein. Each party agrees to safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information, and in no event less than a reasonable degree of care. In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in the Agreement.
6.1 Fees
The Customer will pay the Company all fees for the Airflux Services as specified in the applicable Order Form. All fees are quoted and payable in United States dollars unless otherwise specified. All payment obligations are non-cancelable and non-refundable except as expressly provided.
6.2 Invoicing and Payment
Unless otherwise set forth in the applicable Order Form, payment for all invoices is due within fifteen (15) days of receipt of the relevant invoice. Unpaid invoices that are not in dispute are subject to a finance charge of 6% per annum on any outstanding balance, plus all expenses of collection. In addition, if the Customer fails to remit payment of a non-disputed invoice by the due date set forth in the applicable Order Form, The Company may, without limiting its other rights and remedies, suspend or terminate the Services, and all outstanding fees due under such Order Form will become due and payable immediately without further action or notice.
6.3 Payment Disputes
If the Customer believes that the Company has invoiced the Customer incorrectly, the Customer must contact the Company no later than ten (10) days after receipt of the invoice or the Customer will be deemed to have waived its right to dispute such invoice. All inquiries should be directed to [email protected]. The Company will respond to the Customer promptly after receiving such inquiries. The Company may choose not to exercise its rights in Section 6.2(Invoicing and Payment) above to suspend or terminate the Service if the Customer is disputing the applicable fees reasonably and in good faith and is cooperating diligently to resolve the dispute.
6.4 Taxes
Unless otherwise agreed between the parties, the Service fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or other similar governmental assessments of any nature, including value-added, use, sales or withholding taxes collected by any jurisdiction whatsoever (collectively, “Taxes”). The Parties are each responsible for paying all Taxes that may be imposed on each of them in connection with this Agreement.
7.1 Term and Auto-Renewal
The term of this MSA commences on the Agreement Date and continues until terminated. The term will be automatically renewed for successive twelve (12) month terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term unless otherwise stated in the applicable Order Form. Upon renewal, fees may be adjusted by a mutual written agreement between the parties.
7.2 Termination for Cause
In addition to any other remedies a party may have, either party may terminate the Agreement upon written notice if: (a) the other party commits a material breach of the Agreement, and if the breach is capable of remedy, fails to remedy that breach within thirty (30) calendar days of notice; or (b) subject to applicable law, immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or if such proceeding is not dismissed within sixty (60) days. If the Agreement is terminated as a result of a material breach by the Customer, then the Customer will pay in full all remaining fees payable through the remainder of each outstanding Order Form. If the Agreement is terminated by the Customer due to a material breach by the Company, then the Company will refund the Customer on a pro-rata basis any prepaid fees covering the remainder of each outstanding Order Form after the effective date of termination.
7.3 Effect of Termination
Upon termination or expiration: (a) all rights and obligations terminate except those that survive; (b) the Company will make the Customer Data available for thirty (30) days for retrieval, after which the Company may permanently delete such data; (c) payment obligations will be handled as specified in Section 7.2 for termination for cause, or as otherwise agreed by the parties.
7.4 Modifications
Any changes to the services, usage limits, or other terms specified in an Order Form must be agreed upon in writing through a signed amendment or new Order Form. The Customer may request service upgrades at any time, effective upon the Company's acceptance and payment of applicable fees. Downgrades may only be requested for the next renewal term with thirty (30) days advance notice unless otherwise agreed by the parties.
7.5 Survival
The following sections survive termination: License Restrictions, Confidentiality, Disclaimers, Indemnification, Limitations of Liability, and General Provisions.
8.1 Indemnification by the Company
The Company will defend, indemnify, and hold harmless the Customer and its officers, directors, employees, agents, and Affiliates (collectively, "Customer Indemnitees") from and against any and all third-party claims, demands, suits, or proceedings ("Claims") alleging that the Customer's use of the Airflux Services in accordance with this Agreement infringes or misappropriates any third party's intellectual property rights, and will indemnify Customer Indemnitees from any damages, losses, costs, and expenses (including reasonable attorneys' fees) finally awarded against Customer or agreed to in a settlement approved by the Company (collectively, "Losses").
The foregoing obligations do not apply to the extent that Claims arise from or relate to: (a) Customer Data; (b) Customer's use of the Airflux Services in violation of this Agreement or applicable Documentation; (c) Customer's use of any version of the Airflux Services other than the most current version made available by the Company; (d) any Third-Party Products; or (e) any Beta Services.
This section states the Company’s entire liability and the Customer’s exclusive remedy for infringement of intellectual property rights, subject to the limitations set forth in Section 10.
8.2 Indemnification by the Customer
The Customer will defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, and Affiliates (collectively, "Company Indemnitees") from and against any and all Claims and will indemnify Company Indemnitees from any Losses arising from or relating to: (a) Customer Data; (b) the Customer’s breach of the Agreement; (c) the Customer’s violation of the applicable laws and regulations; (d) Third-Party Products; (e) End User Claims: Any claims by Customer's end users related to Customer's products, services, or use of the Airflux Services..
8.3 Indemnification Procedure
Indemnification obligations set forth above are conditioned upon: (a) prompt written notice of the indemnified party; (b) cooperation in defense of the indemnified party; (c) control of defense solely granted to the indemnifying party; provided that the indemnifying party may not settle any Claim without the indemnified party’s prior written consent(not to be unreasonably withheld or delayed).
9.1 Mutual Representations
Each party represents and covenants to the other that: (a) it has validly entered this Agreement and has no outstanding obligations to a third party that conflict with the Agreement; (b) the Agreement, when signed by its duly authorized representative, constitutes a valid and legally binding obligation on that party that is enforceable in accordance with the terms of the Agreement; and (c) it will comply with all the applicable laws and regulations that may apply to the Agreement.
9.2 Company Warranties
The Company warrants that the Airflux Services will perform materially in accordance with the Documentation. In the event of a breach of the above warranty, The Company will use commercially reasonable efforts to correct any non-conformity. If the Company determines corrections to be impracticable, the Company or the Customer may terminate the Agreement and the Company will refund to the Customer on a pro-rata basis any prepaid fees for the terminated portion of the applicable Order Form; provided that this warranty will not apply (i) unless the Customer makes a claim within thirty (30) days of the date on which the Customer noticed the non-conformity, or (ii) if the non-conformity is caused by the Customer’s misuse, unauthorized modifications, Third-Party Products, or (iii) to Beta Services.
9.3 Customer Warranties
The Customer warrants that it has obtained all legally required consents and permissions from its end users, and/or made all legally required disclosure to its end users, for the submission and/or processing of Customer Data.
9.4 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED, THE COMPANY PROVIDES THE AIRFLUX SERVICES "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE INTEGRITY, ACCURACY, OR RELIABILITY OF THE ANALYSIS, FORECASTS, OR ANY OTHER INFORMATION PROVIDED THROUGH THE SERVICE, INCLUDING THE REPORTS, AND PROFITS AND EFFECTS EXPECTED BY THE CUSTOMER THROUGH THE USE OF THE SERVICE. THE COMPANY SHALL NOT BE HELD RESPONSIBLE FOR ANY INDIRECT DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR DAMAGES ARISING FROM DISPUTES BETWEEN THE CUSTOMER AND THIRD PARTIES INCURRED IN THE COURSE OF USING THE SERVICE.
10.1 Limitation on Remedies and Damages
EXCLUDING AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (MUTUAL INDEMNIFICATION), NEITHER PARTY OR ITS AFFILIATES WILL BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL OR REPUTATIONAL HARM, LOSS OR INACCURACY OR CORRUPTION OF DATA, INTERRUPTION OF BUSINESS, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.
10.2 Damages Cap
EXCLUDING THE CUSTOMER’S PAYMENT OBLIGATIONS AND AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 8 (MUTUAL INDEMNIFICATION), EACH PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO THE COMPANY FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE FIRST INCIDENT THAT GAVE RISE TO THE LIABILITY. THE ABOVE LIMITS OF LIABILITY ARE EXCLUSIVE AS TO ALL REMEDIES AND THE LIABILITY CAP IS NOT COMBINED WITH ANY OTHER LIMITS OF LIABILITY SO AS TO INCREASE THE CAP VALUE IN ANY INSTANCE OR SERIES OF INSTANCES. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, A PARTY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
11.1 Force Majeure
Neither party will be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
11.2 Governing Law
This Agreement will be governed by the laws of the Republic of Korea.
11.3 Dispute Resolution
Any dispute arising out of matters not specified herein or disagreement over the interpretation of the Agreement will be resolved by mutual agreement. In case the dispute cannot be resolved by mutual agreement, applicable laws, and general business practices shall be applied. In case the dispute is not resolved through the foregoing methods, the parties agree that the Seoul Central District Court will have exclusive jurisdiction over such disputes.
11.4 Entire Agreement
This Agreement constitutes the complete agreement between the parties and supersedes all prior agreements relating to the subject matter.
11.5 Severability
In the event that any part or provision of the Agreement is declared fully or partially invalid, unlawful or unenforceable by a court of competent jurisdiction, the remainder of the part or provision and the Agreement will remain in full force and effect, if the essential terms and conditions of the Agreement for each party remain valid, binding and enforceable.
11.6 Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section is void.
11.7 Notices
For general notices regarding the Service, the Company may provide notice in accordance with the methods set forth in the Terms of Service, including email, in-Service notifications, or other methods specified therein.
For legal notices under this Agreement (including termination, breach, or indemnification claims), such notices must be in writing and sent:
11.8 Marketing Rights
The Customer grants the Company the right to use the Customer's name, logo, and trademarks for marketing and promotional purposes in the Company's marketing materials, including website, presentations, and press releases. The Customer may revoke this consent at any time with thirty (30) days’ prior written notice. If the Customer objects to any specific use, the Company shall promptly remove such content upon written request.
11.9 Export Restrictions
The Customer must comply with all applicable export control laws and sanctions. The Customer must not use the Airflux Services in sanctioned countries or for prohibited purposes.
11.10 Amendments of MSA
The Company may modify the terms and conditions of this MSA from time to time by posting the modified terms on the Company's website. Unless otherwise specified by the Company, changes become effective for the Customer upon renewal of the then-current Order Form or entry into a new Order Form after the updated version of this MSA goes into effect. The Customer's continued use of the Airflux Services after the updated version of this MSA goes into effect will constitute the Customer's acceptance of such updated version of this MSA.
11.11 Order of Precedence
In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply:
(1) Order Form;
(2) This Master Service Agreement;
(3) Data Processing Addendum;
(4) Terms of Service;
(5) Support Policy and other Documentation.
