Master Service Agreement

This Master Service Agreement ("Agreement") is entered into by and between Mixed Media Ventures, LLC, a New Jersey limited liability company ("Company," "we," "us"), and the business or individual identified on the applicable Order Form ("Client," "you"). This Agreement governs any paid services Company provides to Client, including website design and development, hosting, search engine optimization ("SEO"), pay-per-click and social media advertising management (including Google Ads and Meta Ads), online reputation management, and lead generation services (collectively, the "Services"), as further described in one or more Order Forms or Statements of Work ("Order Forms") executed by the parties and incorporated into this Agreement by reference.

1. Order Forms

Each Order Form will describe the specific Services, deliverables, fees, billing frequency, and initial term for that engagement. If anything in an Order Form conflicts with this Agreement, the Order Form controls for that specific engagement only. No Services are owed, and no fees are due, until an Order Form has been accepted by both parties.

2. Fees and Payment

1. Fees are as stated in the applicable Order Form and are due according to the billing frequency specified there (one-time, monthly, or otherwise).
2. Recurring fees are billed in advance for each billing period and are automatically charged to the payment method on file unless the parties agree otherwise in the Order Form.
3. If a payment fails or is late, Company may suspend Services after providing written notice and a 5-business-day opportunity to cure, without waiving any other remedy.
4. Except as expressly stated in an Order Form, fees already paid for Services already performed are non-refundable. One-time setup or build fees are non-refundable once work has commenced.
5. Client is responsible for all sales, use, or similar taxes associated with the Services, other than taxes on Company's net income.

3. Term, Renewal, and Cancellation

1. Each Order Form has an initial term as stated on that Order Form. Unless otherwise stated, recurring Services (such as hosting, SEO, or ad management) continue on a month-to-month basis after the initial term until cancelled.
2. Either party may cancel recurring Services at the end of the then-current billing period by giving at least 30 days' written notice (email is sufficient) to the other party.
3. Company may terminate this Agreement or any Order Form immediately if Client fails to cure a payment default within the period stated in Section 2.3, or if Client materially breaches this Agreement and does not cure that breach within 15 days of written notice.
4. Upon termination, Client remains responsible for fees earned or owed through the effective date of termination. Sections that by their nature should survive termination (including Sections 5, 6, 7, 8, 9, and 12) will survive.

4. Client Responsibilities

Client agrees to provide timely access, content, approvals, and information reasonably necessary for Company to perform the Services, and to promptly review and respond to Company's requests. Delays caused by Client may extend applicable timelines. Client represents that it owns or has the right to use any content, logos, trademarks, or materials it provides to Company for use in the Services.

5. Ownership and Intellectual Property

1. Client materials. Client retains ownership of all content, trademarks, logos, and materials it provides to Company.
2. Deliverables. Upon full payment of all fees due for a specific website build under the applicable Order Form, Company assigns to Client ownership of the final website deliverable created specifically for Client under that Order Form, excluding any Company or third-party tools, templates, code libraries, or pre-existing materials used to build it, which Company (or its licensors) retains and licenses to Client for use with that website only.
3. Underlying platform. Company's underlying software, templates, systems, and processes used to deliver the Services remain Company's exclusive property at all times and are not transferred under this Agreement.
4. Until full payment is received, all deliverables remain the property of Company.

6. Confidentiality

Each party agrees to protect the other party's non-public business, technical, and financial information disclosed under this Agreement using reasonable care, and to use it only to perform its obligations under this Agreement. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party is required to disclose by law.

7. Disclaimer of Warranties

Company will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices. Except for that express commitment, the Services and any deliverables are provided "as is," and Company does not guarantee specific results, including search rankings, website traffic, lead volume, advertising performance, or revenue, since these depend in part on factors outside Company's control (including search engine and ad platform algorithm changes, market conditions, and Client's own website content and offers). To the fullest extent permitted by New Jersey law, Company disclaims all other warranties, whether express or implied.

8. Limitation of Liability

To the fullest extent permitted by New Jersey law, neither party will be liable to the other for indirect, incidental, special, or consequential damages arising from this Agreement. Company's total liability arising from or related to this Agreement or any Order Form will not exceed the total fees paid by Client to Company under the applicable Order Form in the 3 months immediately preceding the event giving rise to the claim. Nothing in this Agreement limits either party's liability for its own fraud, willful misconduct, or any liability that cannot be limited or excluded under applicable New Jersey law.

9. Indemnification

Client agrees to indemnify and hold Company harmless from third-party claims arising from: (a) content, materials, or instructions Client provides to Company, or (b) Client's breach of Section 4 (representations regarding Client's rights to its content). Company agrees to indemnify and hold Client harmless from third-party claims that a deliverable created solely by Company, as delivered and used as intended, infringes a third party's U.S. intellectual property rights.

10. Independent Contractor

Company is an independent contractor, not an employee, partner, joint venturer, or agent of Client, and this Agreement does not create any such relationship. Each party is solely responsible for its own employees, contractors, and compliance with applicable employment and tax laws.

11. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of government, internet or utility outages, or third-party platform outages (such as Google, Meta, or hosting providers), provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

12. General

1. Entire agreement. This Agreement, together with any accepted Order Form, is the entire agreement between the parties regarding the Services and supersedes prior discussions or agreements on that subject.
2. Amendment. This Agreement may only be amended in a writing signed (including by electronic signature or clickwrap acceptance) by both parties. Company may update the general terms of this Agreement for future Order Forms by posting an updated version at this URL with a new effective date; changes will not apply retroactively to an Order Form already accepted.
3. Assignment. Neither party may assign this Agreement without the other's written consent, except that Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.
4. Notices. Notices under this Agreement must be sent by email to the address on file for each party and are effective when sent, provided no bounce or delivery failure is received.
5. Severability. If a court of competent jurisdiction determines that any provision of this Agreement is unenforceable under New Jersey law, that specific provision will be enforced to the maximum extent permitted under New Jersey law, and the remainder of this Agreement will remain in full force and effect.
6. No waiver. A party's failure to enforce any provision of this Agreement on a given occasion is not a waiver of that provision or any other provision on any other occasion.
7. Governing law and venue. This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law principles. Any dispute arising out of or relating to this Agreement that is not resolved through good-faith discussion within 30 days will be subject to the exclusive jurisdiction and venue of the state courts located in Monmouth County, New Jersey, and each party consents to personal jurisdiction there.

13. Acceptance

This Agreement is accepted for a specific engagement when Client accepts the applicable Order Form (electronically or in writing), which will record the date, method of acceptance, and the individual accepting on Client's behalf as having authority to do so.