TERMS AND CONDITIONS – CHATTER BUZZ WEBSITE MAINTENANCE – MASTER SERVICE AGREEMENT Revision 22Q4-ARR

This Master Service Agreement (“Agreement”) is entered into between Chatter Buzz Media, LLC (“Chatter Buzz”), with its principal place of business at 1218 E. Robinson St., Orlando, FL 32801, and the client identified in the accompanying Service Order (“Client”). This Agreement governs the terms and conditions by which Chatter Buzz shall provide website maintenance services to Client.

Scope of Services

Chatter Buzz will provide website maintenance services to the Client as detailed in the associated Service Order. These services may include:

WordPress core, theme, and plugin updates
Performance optimization
Technical SEO and speed improvements
Troubleshooting and bug fixes
Regular site backups and uptime monitoring
Security scans and malware cleanup
UI/UX enhancements and conversion-focused improvements
Small edits and content updates upon request

All work will be performed during standard business hours (Monday–Friday, 9am–5pm ET), unless otherwise agreed.

Term and Termination

This Agreement shall become effective on the date both parties sign and will remain in effect for the duration specified in the Service Order. It may be terminated by either party with thirty (30) days’ written notice.

In the event of termination:

Chatter Buzz will deliver any outstanding work completed up to the termination date.
Access credentials and related digital assets will be returned or transferred to the Client upon request.

Fees and Payment

Client agrees to pay the monthly or annual maintenance fees as outlined in the Service Order.

Payment terms:

Monthly plans are billed in advance on the first of each month.
Annual plans are billed upfront.
Additional work outside the defined scope will be billed at the hourly rate of $150/hour unless a custom project quote is provided and accepted.

Late payments over fifteen (15) days may result in a pause of services.

Client Responsibilities

Client agrees to:

Provide Chatter Buzz with all necessary website access credentials.
Inform Chatter Buzz of any third-party changes that may affect the site.
Submit update requests via the support ticket system or email.
Notify Chatter Buzz immediately if any security breach or unexpected downtime is observed.

Response Times and Support

Chatter Buzz will respond to maintenance requests and issues as follows:

Urgent Issues (e.g. site down): Response within 6 hours during business hours; 12 hours outside business hours.
Non-Urgent Requests: Response within 8 business hours. Resolution within 2 business days unless otherwise communicated.

Warranties and Limitations

Chatter Buzz will use reasonable care in maintaining the website and implementing best practices for performance and security. However, Chatter Buzz does not guarantee that the website will be error-free or invulnerable to attacks.
Client acknowledges that some issues may result from third-party tools, hosting environments, or previous development work, which may limit the effectiveness of certain maintenance efforts.

Confidentiality

Both parties agree to maintain confidentiality of all proprietary or sensitive information disclosed during the term of this Agreement. This includes login credentials, business data, and intellectual property.

Limitation of Liability

Chatter Buzz’s liability under this Agreement is limited to the total amount paid by the Client for maintenance services during the twelve (12) months preceding the claim. Chatter Buzz shall not be liable for indirect, incidental, or consequential damages.

ATTORNEY’S FEES AND COSTS

In the event of a dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.

NO SOLICITATION / NON-CIRCUMVENTION

During the period beginning with the Effective Date and ending 12 (twelve) months after the termination of this Agreement, neither party nor its affiliates will offer employment to or hire any employee of the other party or its affiliates without the prior written consent of the employing party. For purposes of the preceding sentence, the terms “employment” and “employee” shall include any form of employment, consulting, contract relationship, or other arrangement pursuant to which such individual will, directly or indirectly, perform services for the other party. Violation of this first provision of Section 8.8 shall subject the violating party to actual damages, or, at the option of the aggrieved party, liquidated damages equal to 20% (twenty percent) of the greater of: (a) the first year’s compensation promised to such employee; (b) the first year’s compensation actually paid to such employee; or (c) the last year’s compensation paid to such employee. Compensation for purposes of the preceding sentence shall include of the value of any fringe benefits, bonuses, stock, stock options, use of automobiles or other compensation. Further, Client agrees that it will not contract directly or indirectly with any of the service providers utilized by Provider to provide any of the Services under this Agreement for a period of 12 (twelve) months following the termination of this Agreement unless such service provider had provided identical services to Client within six (6) months prior to the execution of this Agreement. Violation of this second provision of Section 8.8 shall subject the violating party to actual damages, or, at the option of the aggrieved party, liquidated damages equal to 25% (twenty five percent) of the total amount due to a service provider for services performed in violation of this Agreement.

ASSIGNABILITY

This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representative, successors, and permitted assigns. Either of the parties may assign that party’s rights under this Agreement; however, in the event of any such assignment, the assignor shall remain fully liable and obligated in accordance with the terms of this Agreement.

FORCE MAJEURE

Neither party shall be held liable for any delay or failure in performance of any part of this Agreement, other than payment of money owed, from any cause beyond its control and without its fault or negligence, such as acts of God, acts of civil or military authority, laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation or telecommunications common carriers.

RELATIONSHIP OF PARTIES

This Agreement will not be construed as creating an employer/employee, agency, partnership, or joint venture relationship between you (or any of your employees) and us (or any of our employees). Neither party shall have the authority to make agreements on behalf of the other party. Each party shall have the obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by such party under this Agreement.

AMENDMENTS

No amendment or other change of this Agreement shall be effective unless and until set forth in writing and signed on behalf of each of the parties.

SEVERABILITY

The unenforceability or invalidity of any term, provision, section or subsection of this Agreement shall not affect the validity or enforceability of any remaining terms, provisions, sections or subsections of this Agreement, but such remaining terms, provisions, sections or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the parties hereto

COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by, interpreted under and enforced in accordance with the laws of the State of Florida. Venue and jurisdiction of any action or proceeding arising out of or connected with this Agreement shall lie exclusively in the state courts of competent jurisdiction of the Ninth Judicial Circuit, in and for Orange County, Florida, or the United States District Court for the Middle District of Florida, Orlando Division. The parties expressly waive all other jurisdiction and venue. Any provision hereof which in any way may be construed to violate or contravene the laws of this State shall be deemed not to be a part of this Agreement and the remaining terms of the Agreement shall, in all other respects, remain in full force and effect.

ENTIRE AGREEMENT

This Agreement and the Exhibits hereto constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior or collateral agreements with respect to the subject matter hereof with the exception of any prior confidentiality agreements between the parties. This Agreement may only be changed by mutual, written agreement of authorized representatives of the parties.