Master Services Agreement

MASTER SERVICES AGREEMENT

We are dedicated to delivering an exceptional experience and believe that a clear mutual understanding is essential to achieving this. The following outlines the terms of our agreement:

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is entered into by and between Prosperia Marketing LLC (“PMKT”), an Arizona Limited Liability Company, and the client identified in the applicable Proposal (the “Client”).

For purposes of this Agreement, a “Proposal” means a written proposal issued by PMKT describing the Services, pricing, payment terms, and other applicable details, which becomes binding upon electronic acceptance by the Client.

This Agreement shall become effective as of the date the Client electronically accepts a Proposal that incorporates this Agreement (the “Effective Date”).

PMKT is an interactive services provider offering various services and products, including but not limited to web analytics, web development, WordPress configuration, graphic design, conversion optimization, A/B split and multivariate testing, email marketing, search engine optimization, online advertising, photography, videography, goal setting, social media marketing, training, website maintenance, and website hosting. The Client desires PMKT to provide certain services as described in this Agreement, and PMKT desires to provide such services on the terms set forth herein. Therefore, the parties agree as follows:

1. Scope of Services. Subject to the terms and conditions of this Agreement, PMKT agrees to provide services (the “Services”) as described in one or more Proposals accepted electronically by the Client. Each Proposal accepted electronically by the Client is hereby incorporated into and made a part of this Agreement.

The scope of the Services, any associated deliverables (the “Deliverables”), pricing, payment terms, and designation of the Services as recurring or one-time shall be as set forth in the applicable Proposal. The work that is the subject of the Services is sometimes referred to in this Agreement as the “Project.”

2. Price and Payment Terms; Expenses. The fees for the Services shall be as set forth in the applicable Proposal and shall otherwise be governed by the terms of this Agreement.

Unless otherwise specified in the applicable Proposal, recurring Services shall be invoiced on the first (1st) day of each calendar month for Services to be performed during that month, and payment shall be due in full on the first (1st) day of such month. The Client shall provide and maintain a valid payment method on file with PMKT and authorizes PMKT to charge such payment method for recurring Services on the applicable billing date. PMKT may, in its discretion, agree to accept payment by ACH or other electronic transfer in lieu of automatic credit card charges.

Fees for one-time Services shall, unless otherwise specified in the applicable Proposal, be invoiced in full and shall be due prior to commencement of such Services. PMKT shall have no obligation to begin providing such Services until payment has been received.

From time to time, PMKT may perform additional services requested by the Client that are not included within a recurring Service (the “Additional Services”). Unless otherwise agreed in writing, Additional Services shall be invoiced upon completion or at the end of the applicable calendar month and shall be due upon receipt.

Any deviation from the standard payment terms set forth herein, including partial deposits or milestone-based payments, must be expressly set forth in the applicable Proposal.

PMKT does not extend payment terms except as expressly set forth in the applicable Proposal. PMKT shall have no obligation to begin or continue performing Services in the event of non-payment.

3. Additional Terms. This Agreement includes PMKT’s Standard Terms set forth below, which are hereby incorporated into and made a part of this Agreement.

4. Third-Party Materials and Rights. In the event that PMKT is required to obtain any Third-Party Materials or Third-Party Rights on behalf of the Client in connection with the Project, the Client shall be notified of such requirement in the applicable Proposal or otherwise in writing, and the expense of obtaining such items shall constitute a reimbursable expense under this Agreement. The Client agrees to comply with all applicable licenses, restrictions, and other terms relating to any Third-Party Materials and Third-Party Rights.

5. Use of Third-Party Services and Products by PMKT. PMKT may use subcontractors and other third-party services and products in connection with the Project as PMKT determines to be necessary or appropriate. Except as outlined in an applicable Proposal or otherwise provided under this Agreement, PMKT shall be responsible for paying for such third-party services and products.

The Client agrees to comply with any applicable licenses, restrictions, or other terms with respect to third-party services and products that have been identified in writing and presented to the Client prior to entering into such agreements. To the extent that PMKT is requested by the Client or required in accordance with an applicable Proposal to deal with third parties on behalf of the Client in connection with this Agreement, PMKT shall be authorized to act on behalf of the Client with respect to such third parties.

6. Client Responsibility for Legal and Professional Advice. In the event that PMKT provides to the Client any sample terms of service, invoice forms, privacy policies, sample legal forms, business forms, or similar materials, the Client acknowledges that the Client is responsible for obtaining its own legal advice, tax advice, and other professional advice and that PMKT shall have no responsibility for the accuracy or validity of such materials.

7. Expenses. The Client shall reimburse PMKT for expenses reasonably or necessarily incurred in connection with the Services, provided that such expenses have been identified in the applicable Proposal or otherwise approved in writing by the Client. PMKT may require that significant third-party expenses be paid in advance or paid directly by the Client.

8. Late Payment. If any payment is not received when due, including as a result of a declined automatic charge or failed electronic transfer, the Client shall have three (3) business days to remit payment or provide an updated payment method. If payment is not received within such period, PMKT may suspend the Services until payment is received in full.

Suspension of Services for non-payment shall not relieve the Client of its obligation to pay for recurring Services during such suspension period. PMKT shall have no obligation to resume Services until all outstanding amounts have been paid.

9. Limited Warranty. Subject to the disclaimers and limitations set forth below, PMKT provides the following warranties: PMKT warrants that the Deliverables will, at the time of delivery, conform in all material respects to the specifications outlined in the applicable Proposal (“Specifications”). The duration of the foregoing warranty shall be ninety (90) days after delivery. If the Deliverables consist of a website, PMKT warrants that the website will perform in conformance with the Specifications in all material respects for a period of ninety (90) days after delivery of the website.

In the event of a breach of the foregoing warranty, PMKT’s sole obligation shall be to use commercially reasonable efforts to correct any reproducible non-conformity or at PMKT’s option, refund the fees paid by the Client for the non-conforming Deliverables.

PMKT further warrants that, to its knowledge, those parts of the Deliverables developed by PMKT do not infringe on any third-party rights. The duration of the foregoing warranty against infringement shall be ninety (90) days after delivery. In the event of a breach of the foregoing warranty against infringement, PMKT’s sole obligation shall be to use commercially reasonable efforts to modify the Deliverables to make them non-infringing, or at PMKT’s option, refund the fees paid by the Client for the infringing Deliverables. In the event that PMKT elects to refund any fees under this Section, the Client shall not make any further use of the Deliverables with respect to which the fees have been refunded and shall return such Deliverables to PMKT upon demand. The foregoing warranty obligations are conditioned on the Deliverables not being modified by anyone other than PMKT and, if applicable, on the Deliverables having been properly installed and integrated with appropriate software and hardware.

The foregoing warranty obligations are further conditioned on the Client notifying PMKT of the alleged breach of warranty in writing during the warranty period set forth above and describing the alleged breach sufficiently to allow PMKT to verify the alleged breach. PMKT’s obligations under this Section shall constitute the Client’s sole and exclusive remedy for breach of the warranties set forth herein. PMKT’s warranty obligations under this Agreement are personal to the Client and do not extend, and may not be transferred, to any third party.

10. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 9, THE SERVICES, DELIVERABLES, AND ANY OTHER ITEMS PROVIDED BY PMKT IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS.” To the maximum extent permitted by applicable law, PMKT disclaims all other representations and warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or interference with enjoyment.

Without limiting the foregoing, PMKT does not warrant that the Services or Deliverables will meet any of the Client’s particular requirements, that the operation of any website or platform will be uninterrupted or error-free, or that any information provided will be accurate or complete.

PMKT makes no representations or warranties with respect to any third-party services or products. Any third-party services or products provided in connection with the Services are provided “AS IS,” and PMKT shall have no responsibility for the performance or availability thereof.

11. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PMKT’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY THE CLIENT TO PMKT UNDER THE APPLICABLE PROPOSAL TO WHICH THE CLAIM RELATES.

In no event shall PMKT or its owners, members, managers, employees, agents, contractors, or affiliates be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, including, without limitation, lost profits, lost revenue, lost savings, loss of business opportunity, or interruption of business, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

The limitations set forth in this Section shall apply to all causes of action and theories of liability. The Client acknowledges that PMKT has entered into this Agreement in reliance upon the disclaimers and limitations set forth herein and that such disclaimers and limitations are an essential basis of the bargain between the parties.

12. Term; Termination by the Client. Recurring Services shall remain in effect for the initial engagement period specified in the applicable Proposal (the “Initial Engagement Period”). The Client may not terminate recurring Services prior to the expiration of the Initial Engagement Period unless otherwise expressly agreed in writing by PMKT.

Upon expiration of the Initial Engagement Period, recurring Services shall automatically renew for successive renewal terms equal in length to the Initial Engagement Period (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

Upon commencement of any Renewal Term, the fees for recurring Services shall increase by three percent (3%) over the fees applicable during the immediately preceding term, unless the parties have entered into a subsequently accepted Proposal establishing different pricing for such Renewal Term.

Following the Initial Engagement Period, the Client may terminate recurring Services effective at the end of the then-current term by providing at least thirty (30) days’ written notice. Written notice of termination or non-renewal must be submitted to accounting@prosperiamarketing.com.

During the thirty (30) days following receipt of notice of termination, the Client may download or retrieve data from applicable platforms. Upon receipt of all amounts due, PMKT shall provide reasonable cooperation in transitioning digital assets, including website files, account access credentials, and other Deliverables then in existence.

13. Termination by PMKT. PMKT may terminate this Agreement and any Services provided hereunder for cause upon thirty (30) days’ written notice to the Client specifying the basis for such termination. For purposes of this Section, “cause” shall include, without limitation:

(a) the Client’s failure to pay any undisputed amounts owed to PMKT within ten (10) days after receipt of notice of non-payment;

(b) the Client’s breach of any material term of this Agreement that is not cured within thirty (30) days after written notice of such breach;

(d) unreasonable delays or failures by the Client that materially hinder PMKT’s ability to perform the Services as outlined in the applicable Proposal; or

(e) conduct by the Client or its representatives that violates PMKT’s Core Value of Respect, as publicly stated by PMKT from time to time, toward PMKT’s employees, contractors, or representatives, including, without limitation, verbal abuse, intimidation, harassment, discrimination, unreasonable demands, or other conduct creating a hostile work environment.

Upon termination for cause, PMKT shall cease performing the Services, and the Client shall remain responsible for all amounts accrued through the effective date of termination. During the thirty (30) days following notice of termination, the Client may download or retrieve data from applicable platforms. Upon receipt of all outstanding amounts due, PMKT shall provide reasonable cooperation in transitioning digital assets and account access credentials.

14. PMKT Remedies for Non-Payment. In the event that the Client fails to pay any amounts payable under this Agreement when due, such failure shall constitute a material breach of this Agreement. In addition to any other rights or remedies available under this Agreement or applicable law, PMKT may, at its option:

(a) suspend the Services;

(b) condition the continuation of Services upon advance payment in whole or in part;

(d) pursue any other rights and remedies available at law or in equity.

PMKT reserves the right to withhold work product pending payment in full. If PMKT agrees to resume Services following suspension or termination for non-payment, PMKT may require payment of a reasonable project restart fee.

15. Payment Upon Termination. Upon termination or non-renewal of recurring Services, invoices for such Services shall cease as of the effective termination date. The Client shall remain responsible for all fees accrued through the effective termination date, including all recurring fees due for the remainder of the then-current Initial Engagement Period or Renewal Term, as applicable.

The Client shall also reimburse PMKT for all approved expenses incurred prior to the effective termination date.

Upon PMKT’s receipt of payment in full of all outstanding amounts, PMKT shall provide the Client with copies of any Deliverables completed as of the effective termination date that are the subject of the terminated Services.

In the event that Services have been prepaid beyond the effective termination date, PMKT shall provide a pro-rated refund or credit solely for Services not rendered beyond the applicable Initial Engagement Period or Renewal Term. No refund shall be issued for Services already performed or for recurring Services committed for the remainder of the applicable term.

16. Effect of Termination. Termination or expiration of specific Services under a Proposal shall not terminate this Agreement or any other Services then in effect under this Agreement unless expressly stated.

In the event of termination or expiration of all Services, all provisions of this Agreement that expressly survive termination or that by their nature are intended to survive, including without limitation ownership provisions, confidentiality obligations, warranty disclaimers, limitations of liability, indemnification obligations, compliance with applicable laws and third-party restrictions, and payment obligations, shall survive such termination.

17. Confidential Information. Each party shall use commercially reasonable efforts to maintain in confidence any confidential information provided by the other party that is clearly indicated to be confidential. The Client shall inform PMKT in writing if any material aspect of the Project or any Client-Provided Materials is confidential. Upon written request, each party shall return any confidential information of the other party or destroy such confidential information.

18. Remedies; Attorneys’ Fees. Except as otherwise provided in this Agreement, the rights and remedies available under this Agreement are cumulative and not exclusive, and the exercise of any one right or remedy shall not preclude or waive the right to exercise any and all other rights and remedies available under this Agreement or pursuant to applicable law. In the event of litigation arising from or relating to this Agreement, the non-prevailing party shall reimburse the prevailing party for its reasonable attorneys’ fees and expenses incurred in connection with such litigation.

19. Choice of Law and Forum. This Agreement shall be governed exclusively by its terms and by the laws of the State of Arizona as applied to contracts entered into in Arizona between Arizona residents without regard to its conflict of laws principles. The Client hereby expressly consents and agrees to exclusive jurisdiction and venue in Maricopa County, Arizona, with respect to any action relating to or arising out of this Agreement, provided that if the Client or the Project is located in jurisdictions other than Arizona, PMKT may also enforce this Agreement in such jurisdictions.

20. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the provision held to be invalid or unenforceable shall be automatically amended to most closely approximate the original provision on terms that are valid and enforceable and the court or other adjudicating authority shall make such amendment accordingly.

21. Integration; Modification; Waiver. This Agreement, together with each applicable Proposal and any authorized attachments, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, quotations, or representations relating thereto. PMKT shall not be bound by any oral statements.

No provision of this Agreement shall be deemed amended unless a written amendment is signed by the party against whom enforcement is sought. No provision of this Agreement shall be deemed waived unless a written waiver is signed by the party against whom the waiver is asserted.

In the event of a conflict between the terms of an applicable Proposal and this Agreement, the terms of the Proposal shall control solely with respect to the scope of Services, pricing, payment structure, and the duration of recurring Services, and this Agreement shall otherwise control.

If the parties enter into a subsequent Proposal relating to Services covered by a prior Proposal, the most recently accepted Proposal shall supersede and replace the prior Proposal solely with respect to the Services described therein. The Initial Engagement Period for recurring Services shall be as specified in the most recently accepted Proposal applicable to such Services.

This Agreement may be delivered and accepted by electronic means, including electronic acceptance through an incorporated Proposal, and such electronic acceptance shall have the same legal force and effect as an original signature.

22. Non-Disparagement. During the term of this Agreement and at all times thereafter, neither party shall make, publish, communicate, or otherwise disseminate, directly or indirectly, any false, misleading, or materially damaging statement, whether written, oral, electronic, or otherwise, concerning the other party or its business, employees, contractors, officers, directors, products, or services, that is reasonably likely to harm the reputation or business interests of such party. Neither party shall encourage or induce any third party to make such statements.

Nothing in this Section shall prohibit either party from making truthful statements required by law, legal process, or regulatory obligation, from providing good-faith testimony in any legal or administrative proceeding, or from asserting claims or defenses in connection with a bona fide dispute arising under this Agreement.

A breach of this Section shall constitute a material breach of this Agreement.

23. Ownership of Work and Intellectual Property. All work created for the Client by PMKT, including without limitation designs, content, and strategies, shall become the Client’s property upon completion and payment in full. PMKT places no restrictions on the Client’s use of such work, and the Client is free to modify, share, or distribute it as it sees fit.

Notwithstanding the foregoing, PMKT retains ownership of all pre-existing materials, tools, templates, processes, know-how, and methodologies used in connection with the Services.