Master Service Agreement

MASTER SERVICE AGREEMENT

TERMS AND CONDITIONS

Effective Jan 1, 2022 | Updated Oct 10, 2022

This Digital Marketing Service Agreement (the “Agreement”) is made between VITAZA DIGITAL (the “Service Provider”) and the Client listed above for the particular purpose of setting forth the terms and conditions by which the Client desires to acquire the described services from the Service Provider effective as of the date of acceptance and signing of a Statement of Work (the “Effective Date”).

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby agree to the following:

SERVICES. Client retains the above Service Provider, and the Service Provider agrees to perform for the Client, the services set forth in a Statement of Work accepted and incorporated into this Agreement (the “Services”). All new and existing services agreed to under the terms of this Agreement, the parties shall execute a Statement of Work in connection therewith and each such Statement of Work shall be considered an Addendum hereto.

COMPENSATION. Client agrees to the Fees as defined in each Statement of Work which are governed under the Terms and Conditions of this Agreement.

TERMS AND CONDITIONS

1. General. These Terms and Conditions govern the provision of all services from or on behalf of Service Provider to Client and apply to all legal relationships between the Service Provider and Client. Failure of Service Provider to object to terms and conditions set by Client shall in no event be construed as acceptance of any terms and conditions of Client. This Agreement is subject to change from time to time provided 30-days written notice is provided to Client.

2. Payments. Monthly payments shall be automatically processed each month. If a payment fails to process, Client agrees to remedy within a grace period of three (3) business days. For each day it is not remedied beyond the grace period, Client will be charged $25 per day in late fees.

3. Term. The Initial Term of this Agreement shall be six (6) months from the Effective Date and payments will automatically renew every month without notice, unless terminated earlier pursuant to the provisions of this Agreement.

4. Cancellation and Refund Policy. Client is not eligible to cancel in the first 6 months (the “Cancellation Period”). If Client cancels before the 6 months requirement, the total of all unpaid pending monthly charges will be owed. However, cancellations requested in writing within three (3) business days of the date of acceptance will be honored. Client may cancel with 30 days prior written notice after the Cancellation Period is over. Client will be charged for any work done during the 30-day Cancellation Period. All Services are rendered on a prepaid subscription basis. Service Provider cannot issue a refund for services and does not refund partial month payments. [Revised 8/7/22]

5. Termination. Service Provider may terminate this Agreement for any reason at any time after the initial term with 30 days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder. Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, Service Provider agrees to cease all promotions of Client’s services and cease making Client’s services available in or through a website or otherwise, and upon request, to promptly destroy or return all copies (electronic or written) of any other confidential or proprietary information in Service Provider’s possession or control.

6. Representation and Warranty. Service Provider hereby represents to have the expertise, knowledge, and experience needed to render the said Service. Client acknowledges that search engine algorithms change regularly which may affect the rankings of the website. Client acknowledges that Service Provider shall not be held responsible for any event which is out of the scope and responsibility of Service Provider to control or avoid. Client acknowledges that Service Provider , in the rendition of the Services hereunder, may engage subcontractors to provide certain digital marketing services. Service Provider warrants that it shall provide services and meet its obligations under this Agreement in a timely and efficient manner. Each Party represents and warrants to the other that it has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder. Each Party represents and warrants that the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound. Each Party represents and warrants that when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms. Each Party acknowledges that the other Party makes no representations, warranties or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.

7. Disclaimer. Except as expressly set forth herein, neither Party makes or hereby disclaims any representations or warranties, express or implied, regarding the products and services contemplated by this agreement, including any implied warranty of noninfringement, merchantability or fitness for a particular purpose, or implied warranties arising from course of dealing or course of performance. Service Provider does not promise specific website traffic numbers or first-page search engine rankings for specific keywords due to the dynamic nature of SEO. Service Provider does not have control over the policies, and practices, of third-party companies or social media companies and practices such as, but not limited to, Google, Bing, Facebook, Twitter, Instagram, or similar businesses. Client agrees to assume all risk, responsibility for all Client content, photos, social media content and graphics. Client agrees to assume all risk and responsibility for content posted to any social media site by Service Provider on the Client’s behalf. If at any time, the Client’s website is excluded from any directory or search engine, Service Provider shall not be held liable for the exclusion of the client’s website. Sometimes, search engines drop listings for no apparent reason. Service Provider shall not be held responsible for such dropped listings of the Client’s website.

8. Indemnification. The Parties mutually agree to indemnify, defend, and hold each other (including its directors, officers, employees and agents) harmless from all costs, expenses including reasonable attorney’s fees, losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on a claim that Service Provider’s technology or marks infringes any intellectual property rights of a third party. The indemnified Party shall provide the indemnifying Party with prompt written notice of any such claim. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The indemnified Party shall cooperate fully with the indemnifying Party, at the indemnifying Party’s sole cost and expenses, in the defense of any such claim. The indemnifying Party shall not agree to any such claim that does not include a complete release of the indemnified Party from all liability with respect thereto or that imposes any liability, obligation or restriction on the indemnified Party without the prior written consent of the indemnified Party. The indemnified Party may participate in the defense of any claim through its own counsel and at its own expense.

9. Confidentiality. The Parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing structure, proprietary products and processes, transactions and/or business relations (collectively, the “Confidential Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of a Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement. Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it. This Section will survive the termination or expiration of this Agreement.

10. Use of Logo. The Client authorizes the Service Provider to use its name, logo and/or trademark without notice to or consent by such Client, in connection with certain promotional materials that Service Provider may disseminate to the public. The promotional materials may include, but are not limited to, brochures, video tape, internet website, press releases, advertising in newspaper and/or other periodicals, lucites, and any other materials relating the fact that Client has a marketing relationship with Service Provider and such materials may be developed, disseminated and used without Client’s review. Nothing herein obligates Service Provider to use Client’s name, logo and/or trademark, in any promotional materials of Service Provider. [Added 10/11/22]

11. Publicity. All public announcements by one Party which mention the other Party as a client or strategic marketer of the other Party shall be permitted without the other Party’s review and approval. All public and promotional announcements or press releases relating to the relationship set forth in this Agreement, shall be done in cooperation with the other Party and is subject to prior review and approval, which shall not be unreasonably withheld or delayed. [Revised 10/11/22]

12. Notices. All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).

13. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated and supersedes all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, or inducements not expressly set forth herein.

14. Waiver. No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

15. Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

16. Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.

17. Amendments and Severability. No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. If any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.

18. Assignment. This Agreement shall be binding upon and inure to the benefit of each Party’s successors and assigns. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent; provided, however, that the sale of any portion of the assets of either Party, or any of its subsidiaries, its acquisition by merger into another company, shall not be deemed an assignment of this Agreement by such Party. Provided further, that the Party to be sold or acquired in accordance with the previous sentence must provide written notice to the other Party of any such sale or acquisition within forty-five (45) calendar days of the closing. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void.

19. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.

20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of Florida.

21. Construction. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement.

22. Signatory Authority. By signing below you hereby agree that you are legally authorized to sign on behalf of the company to accept all of the terms and conditions of this Master Service Agreement.