MASTER SERVICES AGREEMENT

Volusia Branding & Digital

Last Updated: March 6, 2026

This Master Services Agreement, together with any order form, invoice, proposal, or statement of work that references it (each a “Sales Order”), (collectively, this “Master Services Agreement” or “MSA”), governs the legal relationship between Volusia Branding & Digital, LLC (“Volusia”) and the client identified on the applicable Sales Order (“Client”), effective as of the effective date set forth on the Sales Order (“Effective Date”).

This MSA governs all services provided by Volusia to Client, including but not limited to website services, hosting, search engine optimization (SEO), digital advertising, social media management, content creation, SMS marketing, analytics, consulting, and other digital marketing services (collectively, the “Services”). Certain Services may be subject to additional addenda incorporated herein by reference (each, an “Addendum”). In the event of a conflict between this MSA and an Addendum, the Addendum shall control solely with respect to the Services it governs.

1. Services

Volusia shall provide the Services described in the applicable Sales Order. Client acknowledges that many Services rely on third-party platforms, tools, vendors, hosting providers, and software, which are outside Volusia’s control. Volusia shall use commercially reasonable efforts to perform the Services in a professional and workmanlike manner consistent with the scope, deliverables, and timelines described in the applicable Sales Order. While Volusia does not guarantee specific outcomes, performance metrics, rankings, traffic, leads, sales, or revenue, Volusia is committed to honoring the terms of this Agreement and each Sales Order to the best of its ability. If a specific deliverable or service level is expressly stated in writing in a Sales Order, Volusia will make reasonable efforts to fulfill that commitment.

2. Billing and Payment

Client agrees to pay all fees in accordance with the applicable Sales Order. Unless otherwise stated, invoices are due within thirty (30) days of invoice date. Late payments may incur:

• A late fee of $50 per month, and
• A finance charge of 1.5% per month (18% annually) or the maximum permitted by law, whichever is lower, plus reasonable collection costs, including attorneys’ fees.

Client authorizes Volusia to charge any payment method on file for outstanding balances.

3. Term and Termination

a. Term — This MSA remains in effect for the Initial Term specified in the Sales Order. Unless terminated earlier in accordance with this Section 3, the Agreement will automatically renew on a month-to-month basis under the same terms and pricing, unless either party provides written notice of non-renewal at least seven (7) days before the start of the next billing cycle.

b. Cancellation by Client — Client may cancel this Agreement at any time for any reason by providing written notice to Volusia (email is sufficient). Upon cancellation:

• No refunds will be issued for any monthly fees already paid for the current billing period.
• Volusia will continue to perform the Services through the end of the current paid billing period.
• The Agreement will not renew for the following month, and no further charges will be made.

c. Termination for Breach — Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice. Volusia may suspend Services immediately for non-payment or violation of this MSA or any Addendum.

d. Effect of Termination — Upon termination or expiration of this Agreement:

• All Client rights to Services immediately cease at the end of the current paid period.
• All accrued fees become immediately due.
• Client remains responsible for any outstanding balances owed at the time of termination.

4. Intellectual Property

a. Client-Provided Content — Client retains full ownership of all content, data, images, copy, trademarks, credentials, and materials provided to Volusia (“Client Content”). Client represents that it owns or has the right to use all Client Content and that such content does not violate any law or third-party rights. Client grants Volusia a worldwide, royalty-free, non-exclusive license to use Client Content solely to perform the Services.

b. Volusia & Third-Party IP — All methodologies, frameworks, software, code, designs, processes, tools, templates, and know-how used or created by Volusia remain Volusia’s intellectual property unless expressly transferred in writing. Client may not use Volusia’s trademarks, branding, or proprietary materials without prior written consent.

5. Client Data

Client retains ownership of all customer data. Both parties agree to handle customer data responsibly and in accordance with applicable privacy, data protection, and consumer consent laws. Where Services involve SMS marketing, Client is responsible for maintaining proper consent and opt-out compliance in accordance with TCPA and applicable regulations, and Volusia will support Client in following best practices. Volusia may use aggregated, anonymized data for internal analytics, reporting, and service improvement.

6. Disclaimer of Warranties & Limitation of Liability

a. Reasonable Efforts Standard — As stated in Section 1, Volusia commits to using commercially reasonable efforts to perform the Services in a professional and workmanlike manner. This commitment applies to all deliverables and timelines described in the applicable Sales Order. However, Client acknowledges that certain aspects of digital marketing, advertising, and web services are inherently uncertain and dependent on factors outside either party’s control.

b. Third-Party Dependency — Volusia is not liable for failures or interruptions caused by hosting providers, advertising platforms (Google, Meta, etc.), social media platforms, software vendors, algorithm changes, internet outages, government action, or acts of God.

c. Limitation of Liability — To the maximum extent permitted by law, Volusia’s total liability shall not exceed the amount paid by Client for the Services giving rise to the claim. Volusia shall not be liable for indirect, incidental, consequential, or lost profit damages.

d. Artificial Intelligence — Volusia may use AI-assisted tools as part of its workflow to enhance efficiency and quality. While Volusia takes care to review AI-assisted outputs, Client agrees to review and approve all final materials before publication or use. Volusia does not guarantee the accuracy of AI-generated content prior to Client review.

7. Indemnification

Each party shall indemnify and hold harmless the other from claims arising from its own gross negligence, willful misconduct, or breach of this Agreement.

8. Confidentiality

Each party agrees to protect the other’s Confidential Information and use it solely to perform under this MSA. Confidentiality obligations survive termination.

9. Governing Law & Venue

This Agreement is governed by the laws of the State of Florida. Venue shall lie exclusively in Volusia County, Florida.

WEBSITE SERVICES ADDENDUM

Third-Party Providers — Volusia relies on third-party hosting providers, plugins, themes, security tools, ADA tools, and software to deliver website Services. While Volusia selects reputable providers and monitors performance, Volusia cannot be held liable for outages or failures originating from these third-party services.

Content Ownership (New Website Plans Only) — Ownership of the website design and content created by Volusia transfers to Client after 12 consecutive months of payment under a website plan, excluding third-party assets (such as stock images, licensed plugins, or fonts).

Early Buyout — Client may request an early buyout at any time, subject to Volusia’s written approval and a separately invoiced or agreed-upon rate. Ownership transfers only after payment in full.

Hosting — Hosting is provided via third-party providers as part of the Services. Upon termination, Client will have 14 days to migrate the site and its files. After this period, Volusia may remove the site from its hosting environment.

DIGITAL ADVERTISING & SOCIAL MEDIA ADDENDUM

Platforms — Client owns all ad accounts created in Client’s name. Third-party platforms (Google, Meta, etc.) ultimately govern ad acceptance, rejection, pricing, and delivery. Volusia will manage campaigns to the best of its ability within these platform constraints.

Service Commitment — Volusia will use commercially reasonable efforts to manage Client’s advertising and social media campaigns in accordance with the applicable Sales Order. Because results depend on third-party platform algorithms, market conditions, and other external factors, Volusia cannot guarantee specific impressions, clicks, leads, or conversions. Volusia will, however, actively monitor campaigns and make good-faith adjustments to optimize performance.

Social Media — Volusia will create and manage social media content as outlined in the Sales Order. Because social media accounts belong to Client, Volusia encourages Client to stay engaged with their audience and flag any messages, comments, or interactions that may need timely attention. Both parties share a commitment to maintaining an accurate and positive online presence.

SMS — SMS marketing is subject to federal and state regulations, including the Telephone Consumer Protection Act (TCPA). Volusia will follow industry best practices when executing SMS campaigns on Client’s behalf. Client is responsible for ensuring proper consent has been obtained from recipients and that opt-out requests are honored. Volusia will assist Client in maintaining compliance as part of the Services.