Volusia Branding & Digital LLC
Last Updated: August 1, 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.
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. Except where a specific written guarantee is offered as part of a published service plan, Volusia does not guarantee specific outcomes, performance metrics, rankings, traffic, leads, sales, or revenue. Marketing performance depends on factors outside Volusia’s sole control, including market conditions, client responsiveness, third-party platforms, and competitive activity, and Volusia and Client work collaboratively to drive the strongest possible results within those realities. Where a specific deliverable, service level, or performance guarantee is expressly stated on a published service plan, Volusia will fulfill that commitment in accordance with its stated terms.
Client Responsibilities — Client will provide, within a reasonable time of request, the content, approvals, feedback, brand assets, and account access Volusia needs to perform the Services, and will designate a person authorized to approve work on Client’s behalf. Where Client’s delay in providing any of the foregoing prevents Volusia from proceeding, affected timelines and any applicable guarantee measurement period extend by the length of the delay. A delay caused by Client does not suspend, reduce, or excuse Client’s payment obligations. Work outside the scope described in the applicable Sales Order — including additional pages, redesigns of previously approved work, or new deliverables — is quoted separately and performed only after Client approves it in writing.
Client agrees to pay all fees in accordance with the applicable Sales Order. Plans are prepaid unless otherwise stated on the applicable Sales Order or published service plan. Where invoiced rather than prepaid, invoices are due within thirty (30) days of invoice date. Late payments may incur:
The combined total of the late fee and the finance charge described above will not exceed the maximum amount permitted by applicable Florida law for the balance in question. Where the combination would exceed that maximum, the charges are automatically reduced to the highest lawful amount, and no provision of this Section is intended to require any payment in excess of it.
Client authorizes Volusia to charge any payment method on file for outstanding balances. Where a charge differs in amount from Client’s regular recurring charge, Volusia will give Client written notice of the amount at least three (3) business days before charging the payment method on file, except where Client has expressly authorized that specific charge.
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 until cancelled under Section 3(b). Volusia may elect not to renew by providing Client written notice 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 to [email protected] is sufficient). Cancellation takes effect at the end of the then-current billing cycle, provided Volusia receives notice at least seven (7) days before that cycle ends. If notice is received fewer than seven (7) days before the end of the then-current billing cycle, the next billing cycle will be charged and performed as scheduled, and cancellation will take effect at the end of that cycle. Upon cancellation:
Where the Initial Term has not yet expired at the time of cancellation, Volusia will continue Services through the end of the Initial Term and the Agreement will not renew thereafter. No partial refunds are issued for the unused portion of any prepaid Initial Term.
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:
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 or vested under an applicable Addendum. Client may not use Volusia’s trademarks, branding, or proprietary materials without prior written consent.
c. Portfolio & Publicity — Client grants Volusia a non-exclusive, royalty-free license to display Client’s name, logo, and non-confidential samples of work performed under this Agreement in Volusia’s portfolio, case studies, proposals, website, and marketing materials, and to identify Client as a client of Volusia. This license does not extend to Client’s Confidential Information or to performance data Client has identified in writing as confidential. Client may withdraw this permission at any time by written notice, and Volusia will remove the material from properties it controls within thirty (30) days of the request. Volusia is not required to recall printed materials already distributed or to remove third-party republications outside its control.
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.
Service Provider Status — To the extent Volusia processes personal information on Client’s behalf in performing the Services, Volusia acts as Client’s service provider (as that term is used in the California Consumer Privacy Act, as amended) or processor (as that term is used under comparable laws), and Client acts as the business or controller. Volusia will process that personal information only to perform the Services or as otherwise permitted by applicable law. Volusia will not sell or share it, will not retain, use, or disclose it for any purpose outside the direct business relationship with Client, and will not combine it with personal information received from other sources except as applicable law permits. Volusia will require substantially similar commitments from any subprocessor it engages. Where Client is subject to a privacy law requiring a separate data processing agreement, the parties will execute one on request, and it controls over this Section to the extent of any conflict.
Return and Deletion — On written request following termination, Volusia will return or delete personal information processed on Client’s behalf, except where retention is required by law or is part of Volusia’s ordinary backup, accounting, or dispute-resolution records, in which case the information remains subject to Section 8.
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.
e. Service Guarantees — Where Volusia offers a performance guarantee on a published service plan (the “Signature Guarantee”), the guaranteed outcome is: at least a thirty percent (30%) increase in qualified organic traffic against Client’s 90-day pre-launch baseline, a fifteen percent (15%) increase in online conversions leading to revenue, and measurable growth in tracked sales conversions, within ninety (90) days of campaign launch.
If the benchmark is not met, Volusia will continue providing the contracted Services at no additional service fee for up to an additional ninety (90) days, including SEO, organic posting, web hosting where Client’s site is hosted by Volusia, and extended complimentary CRM access. Separately, Client may invoke the same extension on the basis of dissatisfaction with the Services, provided that Client (i) submits the request in writing during the guarantee period or within fifteen (15) days after it ends, (ii) has satisfied the eligibility conditions published on the Signature Guarantee page throughout the guarantee period, and (iii) has not previously invoked this provision. The extension may be invoked once, is not cumulative with the benchmark remedy, and is Client’s sole and exclusive remedy under the Signature Guarantee.
What the extension covers. The Signature Guarantee waives Volusia’s service, labor, and management fees only. It does not cover hard costs of any kind. Third-party advertising spend — including Google Ads, Local Services Ads, Meta, and CTV media costs — remains Client’s sole responsibility throughout the extension period and is never waived, credited, or reimbursed under this guarantee. Volusia will continue to build, manage, and optimize those campaigns at no additional management fee, but the advertising dollars themselves are paid by Client. Any advertising spend previously covered by Volusia under an introductory or promotional arrangement is not covered beyond the initial three (3) months. The same rule applies to every other third-party hard cost, including domain registration and renewal fees, premium plugin or theme licenses, stock media licenses, paid software subscriptions, and merchant or payment processing fees.
Additional qualifying conditions, eligibility requirements, and measurement criteria are set forth on the Signature Guarantee page at volusiabranding.com and are incorporated into this Agreement by reference. Where Volusia revises that page, Client is entitled to whichever version is more favorable to Client — the version in effect on the Effective Date, or the version in effect when Client invokes the guarantee. A revision that narrows the guaranteed outcome, tightens eligibility, or reduces the remedy does not apply to a Client whose Effective Date precedes it. Volusia will apply this Section in Client’s favor in the event of ambiguity. The general disclaimers in Section 1 and Section 6(a) do not override this guarantee, and these terms govern in the event of conflict.
Each party shall indemnify and hold harmless the other from claims arising from its own gross negligence, willful misconduct, or breach of this Agreement.
Each party agrees to protect the other’s Confidential Information and use it solely to perform under this MSA. Confidentiality obligations survive termination.
a. Governing Law & Venue — This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Venue shall lie exclusively in the state or federal courts serving Volusia County, Florida, and each party consents to personal jurisdiction there.
b. Informal Resolution First — Before filing any action, the complaining party will give the other written notice describing the dispute and the relief sought, and the parties will attempt in good faith to resolve it for thirty (30) days. This requirement does not apply to a claim for non-payment, a claim for injunctive relief, or a claim brought in small claims court.
c. Prevailing Party — In any action arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, including those incurred on appeal. This provision is mutual and applies to both parties equally.
d. Jury Trial and Class Action Waiver — To the maximum extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any action arising out of or relating to this Agreement. Each party further agrees that any claim will be brought only in that party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.
By submitting your phone number through the chat widget on volusiabranding.com and independently selecting the corresponding consent checkbox(es), you agree to receive SMS messages from Volusia Branding & Digital LLC at the number provided. Our SMS line is +1 (386) 388-3830 and our main voice line is (321) 300-2460.
The chat widget is the only place on volusiabranding.com where consent to receive SMS messages is collected. Other forms and scheduling tools linked from this site may collect a phone number for appointment, quote, or service purposes; providing your number there is not consent to receive marketing SMS, and we will not enroll it in an SMS marketing program without the separate opt-in described in this Section.
Customer care messages (appointment confirmations, project updates, support responses) and promotional messages (offers, announcements, marketing communications) are each governed by their own separate, unchecked consent checkbox. You may consent to one, both, or neither category. Message frequency varies; promotional messages are sent no more than four (4) times per month. Message and data rates may apply.
You may opt out at any time by replying STOP. Reply HELP for assistance, call (321) 300-2460, or email [email protected]. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Carriers are not liable for delayed or undelivered messages. For full SMS terms, see Section 5.2 of our Privacy Policy.
a. Acceptance — Client accepts this MSA by signing an onboarding form or other document indicating agreement to this MSA, by signing or otherwise approving a Sales Order, by paying an invoice that references this MSA as its terms and conditions, or by accepting or using the Services, whichever occurs first. Client’s signature or approval constitutes acceptance of this MSA as published at volusiabranding.com/terms-of-service/, as it may be updated from time to time under Section 11(c).
b. Entire Agreement — This MSA, together with the applicable Sales Order and any Addendum, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous proposals, presentations, marketing materials, quotes, emails, and oral or written statements. No representation, projection, forecast, or estimate of results made outside this Agreement forms part of it or may be relied upon, and Client acknowledges it has not relied on any statement not expressly set forth in this Agreement. This subsection does not limit Volusia’s ability to waive a requirement, extend a deadline, reduce or defer a fee, or grant Client rights earlier or on better terms than this Agreement requires. Any such accommodation, including one communicated verbally, is binding on Volusia once Client has acted on it, and is not a waiver of any other provision of this Agreement.
c. Amendment — Volusia may update this MSA at any time by posting a revised version at volusiabranding.com/terms-of-service/. The posted version, bearing its stated Last Updated date, is the version in effect and governs from the date it is posted. Volusia is not required to give Client individual notice of an update, and Client is responsible for reviewing the posted terms periodically. Client’s continued use of, or continued payment for, the Services after a revised version is posted constitutes acceptance of that version. Client-specific changes may also be made in a writing signed or electronically approved by both parties, and accommodations made in Client’s favor under Section 11(b) take effect as stated there. A change in fees does not apply to a period Client has already prepaid.
d. Notices — Notices to Volusia go to [email protected] and 915 Doyle Rd #307-350, Deltona, FL 32725. Notices to Client go to the email and address on the Sales Order. Each party is responsible for keeping its contact information current. Email notice is effective on transmission absent a bounce or delivery failure.
e. Severability; Waiver; Assignment; Survival — If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement stays in effect. Except as provided in Section 11(b), no failure to enforce a provision waives it. Neither party may assign this Agreement without the other’s written consent, except to a successor in connection with a merger or sale of substantially all assets. Sections 2, 4, 5, 6, 7, 8, 9, and 11 survive termination.
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.
Account and Data Ownership — Client owns from day one all accounts created or accessed on Client’s behalf, including domain registration, hosting account, CRM data, Google Analytics, Google Business Profile, Meta Business Manager, Pixel, advertising accounts, and all content Client provides. Volusia does not hold these accounts or data hostage at any point.
Website Ownership (New Website Plans Only) — Ownership of the website design and content created by Volusia transfers to Client after six (6) consecutive months of payment under a monthly website plan, or after three (3) consecutive months of payment under a Signature Guarantee plan, excluding third-party assets (such as stock images, licensed plugins, or fonts). Where a Sales Order or another agreement between the parties sets different ownership terms, those terms control.
Authorization to Move the Site — Client is authorized to move, export, or migrate the website once the ownership terms set forth in the applicable written agreement — or otherwise agreed to between the parties, including verbally — have been met. Volusia will make every reasonable effort to work with Client to complete that move promptly and cooperatively, including providing files, exports, and reasonable technical assistance.
Volusia will not withhold a website from a Client who has maintained a satisfactory payment history, or who has communicated and reached agreement with Volusia on a deferral, reduction, or alternative payment arrangement. For purposes of this Addendum, satisfactory payment history means no past-due payments and open communication with Volusia about any concerns and about payment terms. Volusia does not hold client websites hostage. Where the ownership threshold has not been met and no such arrangement has been reached, the website design and code created by Volusia remain Volusia’s property and release is governed by the Early Buyout provision below; in that circumstance Volusia will nonetheless release all Client Content, and all accounts and data described under Account and Data Ownership above, without condition.
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. Volusia will quote any early buyout at a fair and reasonable rate and will not use the buyout as leverage against a Client in good standing. 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 fourteen (14) days to migrate Client Content and any website Client is authorized to move under this Addendum. Volusia will maintain the hosting environment and Client’s access to it for that fourteen (14) day period notwithstanding Section 3(d), and will extend the window where reasonably needed to complete a migration already underway. After this period, Volusia may remove the site from its hosting environment and delete associated files.
Domain Names — Where a domain is registered in Client’s own name or in a registrar account owned by Client, that domain is and remains Client’s property at all times. Volusia claims no ownership interest in it, will not transfer, park, redirect, or allow it to lapse without Client’s direction, and will release any administrative access it holds upon request, regardless of the status of any other matter between the parties.
Where Volusia has registered a domain on Client’s behalf as part of a service agreement, Volusia will work with Client and make every reasonable effort to transfer that domain, and all associated rights and intellectual property in it, to Client or to a registrar account of Client’s choosing. Such a transfer is subject to a one-time service fee at fair market value, intended to cover registration and renewal costs already paid by Volusia, registrar transfer fees, and the administrative work of completing the transfer. Volusia will state that fee in writing before the transfer begins and will not use the domain as leverage in any other dispute.
Platform — The Volusia Digital CRM is a white-labeled instance of a third-party platform provided through LeadConnector. It is licensed to Client, not sold, and access is delivered as a sub-account under Volusia’s agency relationship with that provider. Client’s use of the CRM is therefore also subject to the third-party provider’s own terms, pricing, availability, and platform changes, all of which are outside Volusia’s control.
Ownership and Third-Party Access — Client owns its own customer data, contacts, conversations, and content within the CRM, consistent with Section 5 of this MSA. Volusia makes every reasonable effort to ensure Client retains ownership of its data and intellectual property. Client acknowledges, however, that operating the CRM necessarily requires third-party platform access; that the underlying platform, its software, and its native templates remain the property of the third-party provider; and that Volusia cannot grant rights it does not itself hold.
Separation — Where CRM access is provided complimentary or bundled as part of a plan, that access ends when the plan ends. Volusia is not responsible for interruption, suspension, loss of access, or any resulting consequence arising from separation — whether separation between Client and Volusia, or between Volusia and the third-party provider. Before access ends, Client is responsible for exporting its data, and Volusia will make reasonable efforts to assist with that export on request.
Continuity — Volusia will make reasonable efforts to work with Client on a path to keep the CRM after separation, including transferring the sub-account into Client’s own billing relationship where the provider permits it, and agreeing on a payment plan that fits Client’s needs and budget. Any such arrangement is subject to the third-party provider’s approval and its then-current pricing.
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.
