Vendor Service Agreement

Version: v 3.0 (October 23, 2025)

This Vendor Service Agreement (the “Agreement”) is entered into electronically by and between Terratra OÜ, an Estonian company (hereafter, “Terratra”), and the undersigned vendor (“Vendor”).

Effective Date. The Effective Date is the date on which the Vendor electronically accepts this Agreement (for example, by ticking the acceptance box on the designated platform). Upon execution, an email copy of the executed Agreement is automatically sent to both Parties for their records.

1. Scope and Purpose

1.1 The Vendor shall perform professional services as requested by Terratra from time to time (each a “Project”), which may include without limitation language and localization, translation, editing, proofreading, design and creative work, voice-over and dubbing, subtitling and closed captioning, transcription, interpretation, data collection and labeling, data analysis and analytics, project/program management, consulting, engineering, media production, and other services mutually agreed by the Parties.

1.2 Each Project may be described in a purchase order, work order, statement of work, or platform assignment (each, an “Order”). In the event of conflict, the order of precedence is: (i) a data-processing addendum (DPA), (ii) this Agreement, (iii) the Order.

2. Performance Standards and Acceptance

2.1 The Vendor shall perform services professionally, diligently, and in accordance with industry standards, applicable law, and any Terratra-provided specifications, style guides, glossaries, instructions, or security requirements.

2.2 Deliverables are subject to Terratra’s review and acceptance. Terratra may reject non-conforming Deliverables and require correction within a reasonable timeframe at no additional cost. Payment does not constitute acceptance of non-conforming Deliverables.

2.3 Service Levels. Where SLAs are agreed in an Order, Vendor shall meet them. Failure to meet SLAs may trigger re-work, credits, or other remedies as specified in the Order, without prejudice to Terratra’s other rights.

3. Confidentiality, Security, and Data Handling

3.1 NDA Incorporated. The Parties’ Mutual Non-Disclosure and Security Agreement (“NDA”) (v 3.0 or later) is incorporated by reference. In case of conflict on confidentiality/security, the NDA controls.

3.2 Cloud-Only Workflow. When Terratra provides a secured cloud/server environment, all access, processing, and storage of Confidential Information (“CI”) must occur exclusively within that environment. Vendor shall not download, export, print, screenshot, or otherwise remove CI from that environment without Terratra’s prior written consent.

3.3 Anti-Malware/EDR. All endpoints used to access CI must run up-to-date anti-malware or endpoint detection and response (EDR) with automatic updates and real-time protection. Disabling or bypassing such protections is prohibited.

3.4 Minimum Controls. Vendor shall implement: encrypted transit and storage, strong authentication and role-based access, timely patching, least-privilege access, audit logging, and secure deletion on retirement of media/systems holding CI. Subcontractors handling CI require Terratra’s prior written consent and must be bound to obligations at least as protective as this Agreement and the NDA.

3.5 Post-Project Purge. Within seven (7) days after Project completion and payment settlement, Vendor shall permanently purge CI and Client Materials from all locations—online and offline—including active systems, collaboration tools, caches, backups (to the extent technically feasible), temporary folders, and trash/recycle bins, and provide deletion certification upon request, subject only to lawful retention obligations.

4. Intellectual Property and Work Product

4.1 Assignment. Upon creation and subject to full payment of fees due, all rights, title, and interest in Deliverables and work product (including translations, annotations, scripts, recordings, software code, designs, and documentation) are assigned to Terratra, except for Vendor’s pre-existing IP and general know-how/tools not incorporating CI (“Background IP”).

4.2 License to Background IP. To the extent Background IP is included in Deliverables, Vendor grants Terratra a perpetual, worldwide, royalty-free, transferable license to use, reproduce, modify, and create derivative works solely as necessary to exploit the Deliverables.

4.3 Moral Rights. Vendor waives, and shall procure waiver from its personnel, of any moral rights to the extent permitted by law, or agrees not to assert them against Terratra or its clients.

5. Fees, Invoicing, and Taxes

5.1 Fees are as set out in the applicable Order. Vendor’s remuneration, rates, and commercial terms are Terratra’s CI and must remain confidential.

5.2 Invoicing. Unless otherwise stated in an Order, Vendor shall invoice after acceptance of Deliverables. Invoices must reference the Order number, dates, tasks, and units. Terratra may dispute charges in good faith without waiving rights.

5.3 Payment Terms. Unless stated otherwise in the Order, Terratra shall pay undisputed amounts within thirty (30) days of receipt of a valid invoice. Bank charges and currency conversion costs are Vendor’s responsibility.

5.4 Taxes. Vendor is responsible for all taxes arising from payments hereunder, excluding taxes based on Terratra’s net income.

6. Warranties and Compliance

6.1 Vendor warrants that: (a) services and Deliverables will conform to the Order and be free from material defects; (b) Deliverables do not infringe intellectual property rights of any third party; (c) Vendor will comply with applicable laws (including data-protection, export controls, sanctions, anti-bribery); (d) no public/third-party AI/MT system will be used with CI or Client Materials absent Terratra’s prior written approval and a signed addendum with zero-retention and required safeguards.

6.2 Open-Source/Third-Party Materials. Vendor shall not include third-party materials in Deliverables without ensuring Terratra is granted all necessary rights and that licenses are disclosed and compatible with the intended use.

7. Subcontracting, Personnel, and Non-Solicitation

7.1 Subcontracting requires Terratra’s prior written consent. Vendor remains fully responsible for its subcontractors and personnel.

7.2 Non-Solicitation. For twelve (12) months after the last Deliverable, neither Party shall directly solicit the other’s employees/core contractors engaged on the Project, except via general public advertisements. Terratra’s client non-circumvention obligations (as set out in the NDA) also apply.

7.3 Independence. Vendor is an independent contractor and is solely responsible for compensation, benefits, insurance, and taxes for its personnel.

8. Indemnities and Liability

8.1 Indemnity. Vendor shall indemnify, defend, and hold harmless Terratra and its clients from all losses, damages, fines, penalties, costs, and reasonable attorneys’ fees arising out of: (a) breach of this Agreement or the NDA; (b) security incidents or data-protection violations; (c) IP infringement by Deliverables; (d) acts/omissions of Vendor or its subcontractors/personnel.

8.2 Liability. To the maximum extent permitted by law, Terratra’s liability is limited to direct damages caused solely by its willful misconduct; Terratra shall have no liability for indirect, incidental, special, consequential, or punitive damages. Vendor’s liability is uncapped for its indemnity obligations and breaches of confidentiality, data protection, or security.

8.3 Insurance. Vendor shall maintain insurance appropriate to the services and risks, including professional liability/errors & omissions; proof provided upon request.

9. Term, Suspension, and Termination

9.1 Term. This Agreement commences on the Effective Date and continues until terminated as provided herein. Orders may specify additional terms.

9.2 Suspension. Terratra may suspend an Order immediately for suspected security, confidentiality, compliance, or performance issues.

9.3 Termination for Convenience. Terratra may terminate any Order or this Agreement for convenience upon seven (7) days’ written notice. Vendor shall be paid for accepted Deliverables performed up to the effective termination date.

9.4 Termination for Cause. Either Party may terminate for material breach not cured within ten (10) days after written notice (or immediately for irremediable breach). Sections intended to survive (including confidentiality, IP, indemnities, limitations, and data handling obligations) shall survive.

10. Records, Audit, and Compliance Checks

10.1 Vendor shall maintain accurate Project and security records for at least three (3) years and provide reasonable access to such records to verify compliance with this Agreement, the NDA, and Orders.

10.2 Upon reasonable notice, Terratra may verify controls (for example, remote policy review, control attestations, certifications such as ISO 27001/27701) with minimal disruption and protection of unrelated confidential information.

11. Miscellaneous

11.1 Governing Law; Forum. Estonian law governs this Agreement, excluding conflict-of-laws rules. Disputes shall be resolved in Tallinn, Estonia, without prejudice to urgent injunctive relief in any competent court.

11.2 Entire Agreement. This Agreement (including incorporated Orders and the NDA) is the entire agreement between the Parties on its subject matter.

11.3 Assignment. Vendor may not assign this Agreement without Terratra’s prior written consent, except to a successor assuming all obligations.

11.4 Notices. Notices may be delivered via the platform, email, or certified mail to the contacts provided by the Parties; electronic notices are effective upon dispatch with confirmation logs.

11.5 Authority and Representation. Terratra OÜ is represented by Olga Stavrinides, Chief Operating Officer (COO) and a member of the board, duly authorized to implement and administer agreements on Terratra’s behalf.

11.6 Electronic Execution. This Agreement is executed electronically. By ticking the acceptance box, the Vendor confirms it has read, understood, and accepted the terms on its own behalf. No further signature by Terratra is required for effectiveness. The electronic record (including acceptance logs, name, email, timestamp, IP address, and user-agent where available) is deemed an original and admissible as evidence.

ACCEPTANCE NOTICE: This Agreement is effective upon the Vendor’s electronic acceptance as described in Section 11.6. No handwritten or wet signatures are required.