TERMS AND CONDITIONS – MARKETING SERVICE AGREEMENT – MSA Revision 25Q1-ARR

STATEMENT OF PURPOSE

The purpose of this Agreement is to define the terms and conditions under which Provider will provide design, development, implementation, and creative marketing, advertising, and promotion services to Client with respect to the Internet and the world wide web.

Client and Provider hereby agree as follows:

DEFINITIONS As used in this Agreement:

• “Confidential Information” means the information and materials of the parties that may be confidential or proprietary or may contain valuable trade secrets and similar business information and are identified as such by the owner in a commercially reasonable manner.
• “Services” means creative services and services related to the design, development, and implementation of marketing and sales, including advertisement purchase and placement, e-mail marketing campaigns, SEO optimization, web analytics, and related services, all as more particularly described in each sequentially numbered Statement of Work executed.
• “Statement of Work” means a document executed by the parties in connection with discrete advertising or marketing projects to be undertaken by Provider, which shall contain at a minimum the following information and be substantially in the form attached hereto as Exhibit A: (a) project title, (b) client information, (c) a description of the Services and the deliverables or work products to be produced by Provider (the “Work Product”); (d) description of any specific Work Product that is to be delivered or provided by Provider.

CLIENT OBLIGATIONS

1. Client shall provide Provider with all information required in each Statement of Work within the time frames set forth in the Statements.
2. The Client is solely responsible for providing the Provider with clear and specific instructions respecting what modifications are to be made to any of the Client’s assets or deliverables. Provider shall take reasonable steps to clarify ambiguous requests; however, Provider will not be liable to Client or any third parties for unclear or ambiguous requests submitted by Client or Client’s agent or agents.
3. Client agrees to grant Provider access to any required digital platforms (including but not limited to Google Ads, Meta Business Manager, LinkedIn Campaign Manager, website CMS, analytics accounts, and any other relevant platforms) exclusively through each platform’s official user permission or account sharing tools. Client shall not share account passwords or login credentials with Provider as a method of granting access. Provider shall not be responsible for any security incidents, account compromises, unauthorized access, or platform policy violations resulting from Client’s failure to use proper permission-based access methods. Client is solely responsible for revoking Provider’s access to all platforms upon termination of this Agreement as outlined in the Termination and File Security Policy section herein.
4. In the event that Client, at their own insistence, provides Provider with direct login credentials (username and password) to any platform or account rather than using proper permission-based access, Client assumes full responsibility for any and all risks associated with such credential sharing, including but not limited to unauthorized access, account suspension, or security breaches. Provider shall bear no liability whatsoever for any issues arising from or related to such credential sharing, and Client agrees to indemnify and hold Provider harmless from any claims or damages resulting therefrom.
5. In connection with the Services, Client hereby authorizes and grants Provider a limited license to use Client’s trade and service names and marks, and will cause Client’s principal, if any, to grant the same limited license to use Client’s principal’s trade name and service.
6. All advertising spend, media costs, and platform charges associated with any digital advertising campaigns — including but not limited to campaigns run on Google Ads, Meta (Facebook/Instagram), LinkedIn, TikTok, Microsoft Advertising, Yelp, or any other third-party advertising platform — are the sole financial responsibility of the Client. This obligation applies regardless of whether Chatter Buzz Media, LLC (“Provider”) is managing, operating, or overseeing the ad account on Client’s behalf. Client acknowledges and agrees that Provider’s management of an ad account does not transfer, limit, or reduce Client’s financial liability for any charges incurred on such platforms.
7. Client is solely responsible for monitoring all charges applied to their payment method(s) on file with any advertising platform. Client acknowledges that advertising platforms may bill directly to Client’s credit card, debit card, bank account, or other payment method, and that it is Client’s responsibility to review, verify, and reconcile all such charges on a regular basis. Provider shall not be held liable for any unauthorized, unexpected, erroneous, or disputed charges made by any third-party advertising platform to Client’s payment method, whether or not such charges arose during a period in which Provider was managing the account.
8. In the event that Client experiences any billing issue, overcharge, unauthorized charge, account suspension, payment failure, or financial dispute with any advertising platform (including but not limited to Google, Meta, LinkedIn, TikTok, or Microsoft Advertising), Client agrees to address and resolve such matters directly with the respective platform. Provider shall have no obligation or liability to resolve, mediate, or reimburse Client for any such disputes. Provider may, at its sole discretion and as a courtesy, provide reasonable assistance to Client in communicating with the platform, but such assistance shall not constitute an assumption of responsibility or liability by Provider.
9. Provider shall not be liable for any losses, damages, account suspensions, policy violations, or financial consequences resulting from actions taken by any third-party advertising platform, including but not limited to account bans, ad disapprovals, billing errors, or changes to platform policies, even if Provider is actively managing the account at the time such actions occur.

CAMPAIGN PACKAGES

1. Integrated Points. If the Client has chosen to engage the Agency’s Integrated Marketing Package, they will receive a specified number of points each month as defined in the Scope of Work (SOW). Any unused points will automatically roll over to the following month, but rollover points are limited to a maximum of three (3) months. Points not used within this timeframe will expire and cannot be carried forward further. The Client will be billed a fixed rate per point, as outlined in the SOW.
   • Chatter Buzz will provide updates to the Client via email, detailing the points used to date. Additionally, a comprehensive, real-time breakdown of point usage will be available through an accessible Google Sheet for the Client’s convenience at any time.
   • Points cannot be used for paid media spend, link building spend, hosting cost, tools cost, or payments to any third-party vendors or providers.

PAYMENTS

1. General. Client shall pay Provider in accordance with the terms of the Statement of Work (or “Order Form). Additional Services may be added to the scope of services hereunder only upon execution of an amended Statement of Work outlining any requested changes to the original Statement of Work (“Additional Work”), and by both parties specifying the services, pricing, and payment terms for such Additional Work.
2. Invoicing and Payment. Provider will invoice Client for amounts due in connection with the Services as rendered. Each invoice shall set forth a reasonable calculation of the total amount due. All invoices shall be deemed Provider Confidential Information. Client shall pay all undisputed invoices and undisputed portions of invoices upon receipt of the same, and any disputed portions of any invoice must be disputed in writing and delivered to Provider within such ten (10) day period specifically identifying the disputed amount and the reason for such dispute. All overdue amounts under this Agreement shall bear interest at the rate of 18% (eighteen percent) per annum or the maximum rate allowed by law, whichever is lower.
3. Payment Timeframe: All invoices shall be paid in advance and will be issued by the 20th of the month preceding the month in which work is to be performed or before the commencement of the work.
4. No Refunds. Client understands and agrees that the amounts invoiced are non-reimbursable and Client will specifically not be entitled to any refunds of any amounts paid.
5. Manner of Payment. Client shall pay for all amounts payable under this Agreement through company check, credit card, ACH (electronic debit from the Client’s bank account) or such other form of payment as Provider may, in its sole discretion, permit. All payments made via credit/debit card are subject to a three percent (3%) convenience fee of the total net amount charged. In the case of payment through ACH, no amounts owing are considered paid until the electronic debit has been received by Provider bank.
6. Chargebacks. The Client agrees that they will not initiate any credit card chargeback for services rendered by Chatter Buzz under this agreement. Chargebacks are not an acceptable method for terminating this agreement or disputing any charges. The Client acknowledges and agrees that initiating a chargeback does not relieve them of their obligations under this agreement. The Client remains responsible for all payments and charges due, as outlined in this agreement. If a chargeback is initiated, Chatter Buzz reserves the right to take legal action to recover the full amount owed under the terms of this agreement. This includes but is not limited to, seeking compensatory damages, attorneys’ fees, and any associated legal costs. In the event of a chargeback, the Client agrees to reimburse Chatter Buzz for any costs incurred as a result of the chargeback, including, but not limited to, the original amount of the charge, compensatory damages, attorneys’ fees, and other legal costs.
7. Taxes. Client agrees to pay, and to indemnify and hold Provider and its service bureau providers harmless from, any sales, use, excise, import or export, stamp, value added or similar tax or duty not based on Provider’s or such providers income, property values, and business license taxes, as well as the collection or withholding thereof, including penalties and interest, and all government permit or license fees and all customs or similar fees, levied upon the performance of the Services by Provider and partners hereunder. The parties shall, at their own option and expense, have the right to seek administrative relief, a ruling, judicial review or other appropriate review (in a manner deemed appropriate by the party seeking such determination), as to the applicability of any tax, penalty or interest, or to protest any assessment and control any legal challenge to such assessment, but shall be liable hereunder for any such amount ultimately determined to be due. The parties agree to cooperate and provide reasonable documentation toward the resolution of tax audits conducted by government taxing authorities relating to purchases under this Agreement.
8. Late-Payment Charges: The Client shall pay the Provider for all the work performed and costs incurred. In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation by the Client. Each invoice hereunder is due and payable within 15 consecutive days (Net 15) after its invoice date. All rights of the Client herein are conditioned on the Provider’s receipt of full payment.
9. Non-Payment Consequences: If payment is not received within 30 days of the original due date, the Provider shall suspend the performance of services, and withhold delivery of materials, including Client access to any Provider-managed software and platforms until payment is received in full of all amounts due. Provider shall not be liable for any damages, losses, or liabilities that may arise out of Provider’s suspension of performance and/or withholding of materials due to Client’s non-payment. Late payments shall accrue interest at the rate of 1.5% per month. Provider shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, its attorneys’ fees and costs as outlined below. 

WORK PRODUCT

1. Limited License. Provider grants you a limited, nonexclusive, non-transferable license to access the Work Product according to these terms and any additional conditions. Provider reserves the right to change, limit, or cancel your access to the Work Product if Client fails to comply with any of the terms and conditions outlined herein.
2. Ownership of Content. The parties expressly recognize that the Work Product is not “work made for hire”. Notwithstanding the foregoing, Provider grants, assigns and otherwise transfers to Client, its successors and its assigns, a revocable right in the Work Product. The Work Product, including but not limited to all material and content on all websites, social media platforms; all graphics, text, images, audio, videos, webinars, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any copyrightable material (including source and object code), and all other materials, including the design, structure, “look and feel,” and arrangement of the Work Product; and trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, regardless of registration, are owned, controlled, or licensed by or to Provider, and are protected by intellectual property laws, including copyright, trademark, trade dress, domain name, patent, trade secret, international treatises, and other proprietary rights and unfair competition laws. Client acknowledges and agrees to abide by all applicable intellectual property laws, as well as any specific notices contained on the Work Product. All rights not expressly granted are reserved.
3. Work Product may not be copied, reproduced, modified, adapted, translated, transmitted, displayed, published, posted, resolved, or otherwise distributed in any way, without Provider’s express prior written authorization. Provider grants Client a limited grant of authority to utilize the Work Product in a manner consistent with the terms outlined herein.  Unauthorized use of the Work Product may violate applicable intellectual property laws or other laws.
4. Third Party Content. The Work Product may contain or incorporate Client or third-party submitted content, such as feedback and suggestions, posts or submissions, and other materials (“submissions”) intended for review by the general public, or by members of any public or private community. Provider does not claim ownership of third-party submitted content and will have no obligation or liability of any kind with respect to submissions. Provider does not review, approve, or endorse submissions. Provider provides submissions solely for convenience to Provider customers and users. Provider reserves the right to monitor, restrict access to, edit, or remove any content available on the Work Product.

REPRESENTATIONS AND WARRANTIES

1. Power and Authority. Due Organization. Each party represents and warrants that it is duly organized, validly existing and in good standing in its state of incorporation and has full power and authority to enter into this Agreement and to contract for the Services in accordance with the terms of this Agreement.
2. Client Representation. Client represents and warrants that the information provided for content creation such as text, graphics, and photographs given to Provider for any Work Product are facts or owned or licensed by Client, and that Provider is authorized to use and display such items in the manner contemplated by this Agreement. Client shall be solely responsible for the Site and content on the site/marketing materials and the validity of copyrights, trademarks and ownership claimed by Client. Client agrees to indemnify and hold Provider harmless from and against any claim, loss, damage, expense or liability (including attorney’s fees and costs) that may result in whole or in part, from: i) any infringement or any claim of infringement, of any trademark, copyright, trade secret, or negligence arising from any of the text, graphics, and photographs provided by Client, ii) any claim by a third party regarding any services or products sold or otherwise distributed by Client, its employees or agents, or iii) any claim, suit, penalty, tax or tariff arising from Client’s use of the internet or electronic commerce.
3. Copyright Infringement Complaints. Client may not direct or request the Provider incorporate any content in any manner that infringes upon the rights of any third parties.
4. On-line Conduct Policy. Client acknowledges that it is Provider’s business policy to conduct e-mail and on-line campaigns in a manner so as not to: send unsolicited email to Recipients (unless authorized by federal law) (spam), misuse or misappropriate other party’s trademarks, send obscene messages to Recipients or use email to conduct illegal activities as per current law. Client agrees that it will take no actions inconsistent with this policy and that it will make its principal(s) aware of such policy. Client further agrees that it will cooperate with Provider in its efforts to respect Recipient’s privacy wishes and requests to be unsubscribed from receiving email.
5. Limitations. Client acknowledges that Provider may retain third-party service providers or subcontractors to perform portions of the Services. Where necessary, Provider shall execute, and shall require its service providers to execute, appropriate non-disclosure agreements and to use their commercially reasonable efforts to ensure that the Services are provided in a timely manner. Provider agrees that Client shall not be responsible for the nonperformance by any of Provider’s third-party service providers or subcontractors.
6. Social Media Content Approval & Brand Liability. Where Provider is engaged to manage Client’s social media accounts, Client acknowledges that all content published on Client’s social media platforms on Client’s behalf will be submitted to Client for review and approval prior to publication, unless Client has expressly authorized Provider to publish without prior approval in the applicable Statement of Work. Client shall be solely responsible for any public relations issues, reputational damage, or third-party claims arising from content that Client approved or that was published based on information, direction, or assets provided by Client. Provider shall not be liable for any brand or reputational harm resulting from Client-approved content or from Client’s own actions on their social media accounts.
7. Data Privacy Compliance. Client is solely responsible for ensuring that their website, landing pages, lead capture forms, email lists, pixels, and all data collection practices comply with all applicable data privacy and consumer protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the CAN-SPAM Act. Provider shall not be liable for any fines, penalties, claims, or legal actions arising from Client’s failure to comply with applicable privacy laws in connection with any campaigns, assets, or data collection activities managed or created under this Agreement.

COOPERATION

1. Each party will exert commercially reasonable efforts to make each Project successful. You understand that your delay in providing feedback and/or Content may delay the Schedule for the Project and, if it creates substantial inefficiency for us, we will be entitled to increase any fixed prices accordingly.
2. Content Approval Timeframe. Client agrees to review and provide feedback or approval on all content, creative assets, campaign materials, and deliverables submitted by Provider within five (5) business days of receipt. If Client fails to respond within this timeframe, Provider reserves the right, at its discretion, to either: (a) proceed with implementation based on the submitted materials, treating the absence of feedback as Client’s approval; or (b) pause the project until feedback is received, without penalty to Provider. Any delays in Client feedback that impact campaign timelines, launch dates, or deliverable schedules shall not be the responsibility of Provider, and Provider shall not be liable for any resulting performance impacts or missed opportunities.

PROPRIETARY RIGHTS

1. We develop libraries of code that we use for various projects. We own the proprietary rights in and will continue to own the proprietary rights in, the code we have developed previously and use in any Project and in any code, we develop in connection with producing any Project.
2. We may also use graphics we have previously developed in which we own proprietary rights. We will continue to own the proprietary rights in those graphics.
3. You will own, and we assign to you, limited, revocable copyrights in the graphics we develop in the course of any Project.
4. You will own the proprietary rights in all of the content that you provide to us (“your Content”).
5. You grant us and our successors a license to use the graphics we develop and your Content for promotional and demonstration purposes only.

OWNERSHIP

1. Definitions. The term “Work Product” means all inventions, ideas, concepts, data, drawings, schematics, processes, methods, techniques, designs, prototypes, models, writings, frameworks, algorithms, formulae, architectures, configurations, deliverables, tools, models, utilities, objects, analyses, specifications, reports, designs, other technical elements, and related technical notes and documentation, and other documents or materials created or developed by Provider during performance under the Agreement. The term “Intellectual Property” means patents, patent applications, trademarks, copyrights, copyrightable materials, trade secrets and any other similar intellectual property or proprietary rights related to or embodied in the Work Product and all modifications, improvements and changes thereto and derivatives thereto.
2. Pre-existing Intellectual Property. Each party owns all rights, title,s and interests in and to its respective intellectual property and proprietary materials created or developed prior to the date of this Agreement.
3. Ownership of Work Product. Provider acknowledges and agrees that all Work Product and Intellectual Property, created as part of this Agreement, shall be the sole and exclusive property of Customer unless Client fails to make full payment or if Client fails to timely address a default within five days of having received notice thereof from Client, Chatter Buzz reserves the right to immediately terminate/cease its Work Products, website, hosting, optimization, web upgrades, and all content created by Chatter Buzz, and its agents, may become the sole property of Chatter Buzz. In support of the foregoing, Provider hereby agrees that all Work Product and Intellectual Property shall be considered works for hire in favor of Customer within the meaning of applicable copyright laws.

PROVIDER LIMITED WARRANTY

1. No Guarantee of Results. Provider makes no guarantee, representation, or warranty regarding specific outcomes, results, or performance metrics of any marketing campaign or service, including but not limited to advertising ROI, lead volume, conversion rates, search engine rankings, social media growth, or revenue generated. Client acknowledges that campaign performance is subject to numerous factors outside of Provider’s control, including but not limited to advertising platform algorithms, market conditions, industry competition, Client’s budget, Client’s product or service offering, and general economic conditions. Provider’s obligation is limited to performing the agreed-upon services with commercially reasonable skill and effort.
2. Website Maintenance — Limitation of Liability. Where Provider performs website maintenance services on Client’s behalf, Client acknowledges and agrees to the following: (a) No Hosting Responsibility — Provider does not host Client’s website and is not responsible for server uptime, hosting environment security, or any issues arising from the hosting platform or hosting provider chosen by Client; (b) No Liability for Cyberattacks — Provider shall not be liable for any cyberattacks, hacking incidents, malware infections, ransomware, data breaches, or any other security incidents affecting Client’s website, regardless of whether Provider is actively performing maintenance services at the time of such incident. Client is solely responsible for ensuring adequate hosting-level security, SSL certificates, firewall protection, and backups through their hosting provider; (c) Limited Scope of Maintenance — Website maintenance services provided by Provider are limited in scope to the specific tasks outlined in the applicable Statement of Work. Provider makes no guarantee that maintenance services will prevent all errors, vulnerabilities, downtime, or compatibility issues, and shall not be liable for issues arising outside the defined scope of maintenance; (d) No Liability for Third-Party Plugins, Themes, or Software — Provider shall not be liable for any issues, conflicts, vulnerabilities, or damages caused by third-party plugins, themes, integrations, or software installed on Client’s website, whether installed by Provider or Client; (e) Client Responsibility for Backups — Unless explicitly stated in the Statement of Work, Provider does not assume responsibility for maintaining website backups. Client is strongly encouraged to maintain independent backups through their hosting provider and shall not hold Provider liable for any data loss.
3. Limited Warranty. Provider warrants that it shall use commercially reasonable efforts to facilitate the Services being performed for Client by third-party service providers or subcontractors. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROVIDER, ITS AGENTS OR EMPLOYEES, SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF PROVIDER’S LIMITED WARRANTY.
4. Limited Damages. NOTWITHSTANDING ANYTHING CONTAINED ELSEWHERE WITHIN OR WITHOUT THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL PROVIDER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE OR TYPE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR LOST PROFITS, REVENUES OR INFORMATION), AND PROVIDER’S LIABILITY HEREUNDER (AS WELL AS THE LIABILITY OF ANY OFFICER, DIRECTOR, PARTNER, EMPLOYEE OR ANY OF PROVIDER’S SERVICE PROVIDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEE’S, AS THE CASE MAY BE) SHALL BE LIMITED IN ALL EVENTS TO AMOUNTS PAID TO PROVIDER BY CLIENT UNDER THIS AGREEMENT.

CLIENT INDEMNIFICATION

1. Client Indemnification of Provider. Client shall indemnify Provider and its service providers and hold Provider and its service providers harmless from and against any and all liabilities, lawsuits, damages, claims, payments, judgements, costs and expenses (including attorney’s fees) suffered by or incurred by Provider as a result of any claim or cause of action arising out of or relating to: (a) Clients performance of or failure to perform its obligations under this Agreement; (b) any breach of the covenants, representations and warranties given to Provider by Client under this Agreement; or (c) any claim or cause of action against Provider alleging that the content of any e-mail, on-line transmission or other distribution of any materials provided by Client sent pursuant to the terms of this Agreement infringes or violates the rights of any third party.

CONFIDENTIALITY

1. Non-Disclosure. The parties agree and shall cause their respective service providers and subcontractors to agree that they will not make use of, disseminate, or in any way disclose any Confidential Information to any person, firm or business, except as authorized by this Agreement and to the extent necessary for performance of this Agreement. The parties represent that they will exercise reasonable care to protect their own Confidential Information.
2. Cybersecurity Limitation of Liability. Provider shall take commercially reasonable steps to protect Client data and credentials in its possession. However, Provider shall not be liable for any data breaches, unauthorized access, cyberattacks, or security incidents originating from Client’s own platforms, accounts, systems, or third-party tools. Client is solely responsible for maintaining the security of their own platforms and accounts, including enabling two-factor authentication and maintaining up-to-date access controls. In the event that Client’s account is compromised during a period in which Provider has access, Provider shall not be liable unless such compromise is proven to be the direct result of Provider’s gross negligence.

TERM AND TERMINATION

1. Term. The term of this Agreement will commence on the Effective Date and will continue through the Termination/Completion dated identified in the Statement of Work OR Order Form, unless terminated in accordance with the provisions hereof. After the Initial Term, this Agreement may continue on a month-to-month basis, until the time that either party has terminated the Agreement pursuant to this Section.
2. Termination Not for Cause. Provider party may terminate this Agreement at any time with 15 (fifteen) days’ written notice to the Client; or:
3. Termination for Cause. Any party may terminate this Agreement with 30 (thirty) days written notice (via email or USPS mail only) for material breach of the Agreement by the other party; or:
   1. If any party ceases to do business or otherwise terminates its business operations; or
   2. If any party fails to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within 14 (fourteen) days; or
   3. Effective immediately and without notice if any party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against any other party (and not dismissed within 30 (thirty) days).
4. Rights upon Expiration or Termination. Upon termination of this Agreement, each party will deliver to all other parties Confidential Information of the other parties, and an authorized officer of each party will certify in writing that it has done so. Client shall pay, in accordance with the terms hereof, the final invoices submitted by Provider. Provider reserves the rights to retain exclusive rights to all Work Product. Client account access, logins, work product, and assets cannot be conveyed until all outstanding account balances have been settled to the satisfaction of the Provider.
5. Marketing Campaign Pauses: If Client requests to pause the campaign and the campaign is paused for more than 45 days, Client will have to pay an additional Campaign Set-Up Fee to restart the campaign. Provider may charge the Client Card or shall be permitted to cause payment to be made through ACH for the Cancellation Fee or Provider may invoice Client for such additional Set-Up Fee, which invoice must be paid within seven (7) business days after the invoice date.
6. Survival. In the event of the termination or expiration of this Agreement, (a) any accrued payment obligations, (b) any right of action for breach of this Agreement prior to termination and (c) all the rights and obligations pursuant to Section 1. (Definitions), 3. (Payments), 4. (Work Product), 5. (Representations and Warranties), 6. (Indemnification), 7. (Confidentiality), 8. (Term and Termination), and 9. (General) will remain in effect.

TERMINATION AND FILE SECURITY POLICY:

1. Upon termination, the Provider will delete all files, data, and materials related to the Client’s project from its systems to ensure security and confidentiality. The Provider will not retain any login credentials or access information after this period. The Client agrees not to request assistance, login details, or file recovery from the Provider after 30 days from termination.
2. Additionally, the Client is responsible for removing the Provider’s access to any marketing, sales, or other platforms they own. This includes unsharing documents, folders, or files previously shared with the Provider. Failure to do so within the 30-day period absolves the Provider of any responsibilities concerning security or access-related issues. This policy ensures the security, privacy, and proper closure of the business relationship between both parties. This policy ensures both parties uphold security and privacy standards.

ADDITIONAL WORK

1. If the client requests any work that falls outside the original scope of work agreed upon in the initial agreement, such requests shall be considered “Additional Work.” Additional Work includes but is not limited to modifications, additions, enhancements, or changes to the original project.
2. Hourly Billing.  For any Additional Work requested by the client, the provider will bill at a rate of $150 per hour. The client will be responsible for the total number of hours worked on the Additional Work. The Provider shall provide the client with a detailed breakdown of the hours worked. 
3. Estimate Approval. The provider presents the client with an estimate of the hours required to complete the work and an estimated cost. The client must approve the estimate in writing before the provider begins the Additional Work. Written approval may be provided via email, text message/SMS, or fax and shall be considered binding authorization. Any changes to the original Scope of Work, including modifications, additions, or reductions, also require Client’s prior written approval in one of the aforementioned forms. Verbal approvals or informal requests shall not be considered valid authorization and Provider shall not be obligated to act on any scope change absent such written confirmation.
4. Invoices for Additional Work will be provided to the client upon completion of the work. Payment terms for Additional Work are Net 15. Payment is due within the agreed-upon timeframe from the invoice date.
5. Right to Decline Additional Work: The provider reserves the right to decline or postpone any Additional Work request if it is deemed outside the provider’s expertise, capacity, or ability to complete within the client’s desired timeframe.

SPECIAL TERMS

1. Reporting. The Agency will provide the Client with a comprehensive monthly status report detailing the Services performed, the status of all marketing efforts, and any material issues known to the Agency that may impact the Services.
2. Additional reports may be provided at the Client’s request. However, such reports may incur additional costs due to the extra time and effort required to prepare them. The Agency will inform the Client of any associated fees in advance, ensuring transparency and mutual agreement.
3. Independent Contract.  The Agency is an independent contractor and not an employee of the Client, and, unless otherwise stated in this Agreement, is not entitled to any of the benefits normally provided to the employees of Client.
4. No Hire:  Client understands that Agency has gone to considerable time and expense in training, orienting, and equipping its own hired consultants/contractors/employees with the knowledge and experience to perform their duties. The methods and manner in which Agency does business are considered proprietary and confidential, and include but are not limited to, teaching techniques, processes, company policy and procedures, data, know-how, marketing plans, business plans, strategies, forecasts, financial information, projections, customer and Agency information and identities, materials, reports, specifications, and all other tangible and/or intangible materials relating to the manner in which an Agency does business.
5. Therefore, Client shall not in any manner or time, without the prior written consent of Agency, retain or hire any Agency consultant/contractor/employee on a full-time, part-time, project-wise basis or in any other capacity as a consultant, independent contractor, or employee. If Client does so, Client agrees to pay Agency a permanent placement fee of 50% of the net monthly compensation of the consultant/contractor/employee, for a period not to exceed three years. Agency and Client agree that it would be extremely difficult or impossible to ascertain the actual amount in which Agency would be damaged, and accordingly agrees that these liquidated damages are reasonable. This provision shall survive for 1 year even after the termination of this agreement.
6. Commitments to Third Parties. All purchases of media, production costs, and engagement of talent will be subject to Client’s prior written approval. Client reserves the right to cancel any such authorization, whereupon Agency will take all appropriate steps to effect such cancellation, provided that Client will hold Agency harmless with respect to any costs incurred by Agency as a result.
7. Media Buys: For all advertising media purchased by the Agency on the Client’s behalf, payment must be made in full and in advance before the media campaign launch. For ongoing campaigns, payments are required in advance for each subsequent month to ensure continuity. If payment is not received by the due date, the campaign will be paused until the outstanding payment is received and verified. The Agency shall not be held responsible for any delays or disruptions caused by late payments.

GENERAL

1. No Agency. Each party will in all matters relating to this Agreement act as an independent contractor. No party will have authority and will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of any other, or to represent any other party as an agent, employee or in any other capacity. Neither execution nor performance of this Agreement will be construed to have established any agency, joint venture or partnership.
2. Force Majeure. Any delay in or failure by Client or Provider in performance of this Agreement shall be excused if and to the extent that such delay or failure is caused by occurrences beyond the reasonable control of the affected party, including, but not limited to, decrees or restraints of governments, acts of God, strikes or other labor disturbances, endemics, pandemics, war or sabotage, provided that, if a Force Majeure Event occurs for more than 72 (seventy-two) hours, the affected party shall promptly provide written or faxed notice thereof to the other parties, which notice shall include a description of the Force Majeure Event and the affected party’s best estimate of the length of time such Force Majeure Event will delay or prevent performance of the Agreement. At no point in time shall force majeure serve as an excusal for payment for services and costs incurred by Provider. 
3. Third-Party Platform Disruptions. In addition to the Force Majeure events described herein, Provider shall not be liable for any delays, interruptions, suspensions, or failures in campaign performance caused by actions or outages of third-party advertising or technology platforms, including but not limited to Google, Meta, LinkedIn, TikTok, Microsoft Advertising, or any other platform utilized in the performance of the Services. This includes but is not limited to platform outages, algorithm changes, policy updates, ad account suspensions initiated by the platform, billing system failures, or any other event outside of Provider’s control. Provider will make commercially reasonable efforts to notify Client and resume services as promptly as possible following any such disruption.
4. Notices. All notices, demands, consents, approvals or other communications permitted or required hereunder shall not be effective unless the same shall be in writing and delivered, or sent postage prepaid, by first class mail, with or without return receipt requested, or sent by an local or overnight courier service with tracking capabilities or faxed to the parties at their addresses shown below, and shall be deemed served when so delivered or deposited in the United States Postal Service, courier service and/or upon receipt of the fax. Any party may designate by notice a new or different address, from time to time in accordance herewith.  

CHATTER BUZZ MEDIA, LLC

Attn.: AGENCY DIRECTOR

1218 E. Robinson Street

Orlando, Florida 32801

Phone: (321) 236-BUZZ (2899)

GOVERNING LAW AND JURISDICTION

1. 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.

WAIVER

1. The failure of any party to require performance by any other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by any party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

SEVERABILITY

1. 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

ATTORNEY’S FEES AND COSTS

1. In the event of any dispute arising under this Agreement, whether through mediation, litigation, or any other legal proceeding, and a judgment, award, or final determination is entered in favor of Chatter Buzz Media, LLC (“Provider”), Client shall be solely responsible for and shall pay all of Provider’s reasonable attorneys’ fees, legal costs, court costs, mediator fees, expert witness fees, investigation costs, and any other expenses incurred by Provider in connection with such dispute, regardless of whether such costs are otherwise taxable. This obligation applies whether the dispute was initiated by Client or Provider.

CLIENT-INITIATED PROCEEDINGS – ABANDONMENT OR DISMISSAL

1. In the event that Client initiates any legal action, mediation, arbitration, or other formal dispute resolution proceeding against Provider and subsequently: (a) voluntarily dismisses, withdraws, or abandons such proceeding; (b) fails to prosecute or pursue such proceeding in a timely or diligent manner; or (c) the proceeding is dismissed or resolved with a finding that Client is at fault or that Provider is not liable — Client shall be solely responsible for and shall pay all of Provider’s reasonable attorneys’ fees, legal costs, mediator fees, court costs, and all other expenses incurred by Provider arising from or related to such proceeding, from the date of initiation through the date of dismissal or resolution. This provision is intended to deter frivolous or bad-faith claims and shall survive the termination or expiration of this Agreement. In addition to attorneys’ fees and legal costs, Client shall also be liable for any compensatory damages suffered by Provider as a result of the Client’s initiation and subsequent abandonment or dismissal of such proceedings, including but not limited to lost business opportunities, staff time, and any other quantifiable harm caused to Provider.

GENERAL COST RECOVERY

1. The reasonable costs to which Provider is entitled under this Section shall include, but are not limited to: costs taxable under any applicable statute, rule, or guideline; costs of investigation; copying and electronic discovery costs; telephone, mailing, and delivery charges; information technology support charges; consultant and expert witness fees; travel expenses; court reporter fees; and mediator fees.

NO SOLICITATION / NON-CIRCUMVENTION

1. 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.

ENTIRE AGREEMENT

1. 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.