SQUARE 205 MASTER SERVICES AGREEMENT

1. Definitions

For purposes of this Agreement:

1.1 “Agreement” means this Master Services Agreement, together with each SOW, proposal, exhibit, supplement, schedule, attachment, and any written amendment signed by both Parties.

1.2 “Client Content” means all information, data, text, photographs, graphics, trademarks, logos, copy, audiovisual materials, credentials, access permissions, and other materials supplied by or on behalf of Client.

1.3 “Deliverables” means the specific final work product expressly identified in the applicable SOW to be delivered by Provider to Client.

1.4 “Final Deliverables” means the final approved Deliverables identified in the applicable SOW and accepted or deemed accepted under this Agreement.

1.5 “Preliminary Works” means all drafts, concepts, mockups, proposals, mood boards, sketches, proofs, wireframes, test files, alternate designs, and work in progress that are not expressly identified as Final Deliverables.

1.6 “Provider Tools” means all pre-existing materials, know-how, software, code libraries, processes, templates, scripts, systems, methods, routines, techniques, documentation, designs, concepts, and other tools developed or used by Provider, whether created before or during performance of the Services, excluding Final Deliverables.

1.7 “Services” means the marketing, branding, design, strategy, consulting, web, application, maintenance, support, advertising, or related services identified in the applicable SOW.

1.8 “Third-Party Materials” means software, plugins, themes, stock assets, fonts, code libraries, APIs, hosting platforms, social media platforms, ad platforms, marketplaces, payment processors, analytics tools, and other third-party products or services incorporated into or used in connection with the Services or Deliverables.

2. Scope of Services

2.1 Engagement. Client engages Provider to perform the Services described in the applicable SOW, and Provider agrees to perform such Services in a professional and workmanlike manner, subject to the terms of this Agreement.

2.2 Statements of Work. Each SOW shall describe the scope of Services, Deliverables, timeline, fees, assumptions, and any service-specific terms. If there is a conflict between this Agreement and an SOW, this Agreement controls unless the SOW expressly states that a specific provision of the SOW supersedes this Agreement. An SOW # will be assigned and referenced throughout the work and on the invoices.

2.3 Estimates. Unless expressly stated otherwise in writing, project timelines, hours, budgets, media estimates, and completion dates are good-faith estimates only and may change based on Client delays, revisions, third-party delays, platform issues, scope changes, unforeseen third-party costs or other circumstances outside Provider’s reasonable control.

3. Term and Termination

3.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement. Each SOW begins on the date of acceptance and continues until the Services in that SOW are completed or earlier terminated.

3.2 Termination for Cause. Either Party may terminate this Agreement or any SOW upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice describing the breach in reasonable detail.

3.3 Termination for Convenience. Either Party may terminate any recurring or ongoing Services SOW upon thirty (30) days’ prior written notice. Termination of one SOW does not automatically terminate other SOWs unless expressly stated in the notice.

3.4 Effect of Termination. Upon termination: (a) Client shall immediately pay Provider for all Services performed, time incurred, non-cancelable commitments, approved expenses, and third-party costs incurred through the effective date of termination; (b) if Client terminates a fixed-fee project for convenience after work has begun, all amounts then earned based on percentage of completion shall become immediately due; and (c) no ownership rights or licenses in any Deliverables transfer until all amounts due are paid in full.

3.5 Suspension for Nonpayment or Delay. Provider may suspend Services immediately upon written notice if Client fails to make payment when due, fails to timely provide required content, approvals, access, or decisions, or otherwise prevents Provider from performing. Any resulting timeline extensions shall be reasonable and shall not constitute a breach by Provider.

3.6 Project Pause and Re-Initiation. If a project is paused due to Client inaction for more than fourteen (14) days, Provider may reschedule the project based on availability and charge a re-initiation fee stated in the applicable SOW or, if no fee is stated, a reasonable restart fee not to exceed $1,500.

4. Fees, Invoices, Taxes, and Payment

4.1 Fees. Client shall pay the fees stated in the applicable SOW. Unless expressly stated otherwise, all fees are quoted and payable in U.S. Dollars.

4.2 Invoices. Invoices are due upon receipt unless a different due date is stated in the applicable invoice or SOW.

4.3 Late Payments. Any unpaid amount not received within fifteen (15) days of the due date will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by applicable law.

4.4 Collection Costs. Client shall reimburse Provider for all reasonable costs of collection, including attorneys’ fees, court costs, collection agency fees, and related expenses incurred in collecting past due amounts, to the extent permitted by law.

4.5 Taxes. Client is responsible for all applicable sales, use, excise, VAT, GST/HST, withholding, transfer, and similar taxes, duties, and governmental charges arising from the Services or Deliverables, excluding taxes based solely on Provider’s net income.

4.6 Expenses and Third-Party Costs. Client shall pay approved third-party costs and reasonable out-of-pocket expenses related to the Services, including printing, stock assets, premium plugins, premium themes, hosting, software subscriptions, advertising spend, shipping, and production costs.

4.7 Chargebacks. Client agrees not to initiate a payment dispute or chargeback without first providing written notice to Provider and allowing Provider at least ten (10) business days to attempt to resolve the dispute or chargeback. A chargeback initiated in bad faith or in violation of this Section constitutes a material breach of this Agreement.

5. Client Responsibilities

5.1 Cooperation. Client shall provide all content, information, approvals, decisions, access credentials, technical contacts, and other cooperation reasonably required for Provider to perform the Services in a timely manner.

5.2 Accuracy of Materials. Client is solely responsible for the accuracy, completeness, legality, and sufficiency of all Client Content and for final proofreading and approval of all Deliverables.

5.3 Timely Review. Client shall review submissions and requests for approval within three (3) business days unless the applicable SOW states a different review period. If Client fails to respond within that period, Provider may treat the item as approved for scheduling purposes and may extend deadlines accordingly.

5.4 Compliance. Client is responsible for ensuring that its business operations, products, services, advertisements, claims, disclosures, and use of Deliverables comply with all applicable laws, regulations, platform rules, and industry-specific requirements.

6. Changes and Out-of-Scope Work

6.1 Change Requests. Any request by Client for revisions, additions, an expanded scope, expedited work, or rework resulting from Client changes made after approval may be treated as additional Services and billed at Provider’s then-current hourly rates or under a written change order.

6.2 Material Scope Change. If requested changes materially alter the scope, assumptions, timeline, complexity, or value of the Services, Provider may issue a revised SOW or change order. Provider has no obligation to begin changed work until the revised terms are approved in writing.

7. Acceptance of Deliverables

7.1 Review Period. Client shall notify Provider in writing of any nonconformity with the applicable SOW within five (5) business days after delivery of a Deliverable.

7.2 Deemed Acceptance. A Deliverable shall be deemed accepted upon the earliest of: (a) Client’s written approval; (b) Client’s use of the Deliverable in production, publication, launch, distribution, or commercial activity; or (c) five (5) business days after delivery if Client has not provided a written notice describing material nonconformity with reasonable specificity.

7.3 Limited Revisions. Revisions included in the project fee are limited to those expressly stated in the applicable SOW.

8. Intellectual Property

8.1 Client Content. Client retains all right, title, and interest in and to Client Content. Client grants Provider a nonexclusive, worldwide, royalty-free license to use, reproduce, modify, transmit, host, display, and adapt Client Content solely as necessary to perform the Services and exercise Provider’s rights under this Agreement.

8.2 Provider Tools and Preliminary Works. Provider retains all right, title, and interest in and to Provider Tools, Preliminary Works, internal working files, source files not expressly listed as Deliverables, methods, concepts, know-how, and pre-existing materials. Nothing in this Agreement transfers ownership of Provider Tools or Preliminary Works to Client.

8.3 Third-Party Materials. Third-Party Materials are subject to the ownership and license terms of their respective owners. Client is bound by any applicable third-party license or terms of service. Provider is not responsible for third-party changes, discontinuation, access restrictions, price increases, or license terms.

8.4 Ownership of Final Deliverables. Subject to full payment of all amounts due, Provider assigns to Client all right, title, and interest Provider may own in the Final Deliverables identified in the applicable SOW, excluding Provider Tools, Preliminary Works, and Third-Party Materials.

8.5 Embedded Tools and License Back. To the extent any Provider Tools are embedded in or necessary to use the Final Deliverables, Provider grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use such Provider Tools solely as incorporated into the Final Deliverables for Client’s internal business purposes and ordinary commercial use of the project.

8.6 Working Files. Editable working files, native design files, development repositories, layered files, and source files are not included unless expressly listed as Deliverables in the applicable SOW. If requested and available, such files may be licensed or transferred for an additional fee.

8.7 Portfolio Rights. Provider may identify Client as a client and display non-confidential Deliverables, screenshots, project summaries, and work samples in Provider’s portfolio, presentations, proposals, website, social media, competitions, and marketing materials, unless the applicable SOW expressly states otherwise.

9. Limited Warranties and Disclaimers

9.1 Services Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with ordinary industry standards.

9.2 Limited Defect Correction Period for Web/App Projects. For web or application projects, Provider will correct reproducible material defects in Final Deliverables reported in writing within thirty (30) days after launch or delivery, provided the defect results from Provider’s failure to substantially conform to the applicable SOW and was not caused by Client Content, third-party systems, third-party updates, misuse, unauthorized modifications, hosting issues, or changes made by anyone other than Provider.

9.3 Disclaimer of Performance Guarantees. Provider does not guarantee any particular business outcome, advertising performance, conversion rate, lead volume, search engine ranking, traffic level, social media growth, revenue, profitability, app approval, or other result.

9.4 Third-Party Platforms. Provider makes no warranty regarding any third-party platform, service, software, browser, plugin, theme, ad network, marketplace, hosting provider, payment processor, or API. Client acknowledges that third-party platforms may change features, policies, pricing, algorithms, or access at any time.

9.5 General Disclaimer. Except as expressly stated in this Agreement, the Services and Deliverables are provided “as is” and Provider disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

10. Confidentiality

10.1 Confidential Information. “Confidential Information” means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

10.2 Obligations. Each receiving Party shall use the other Party’s Confidential Information solely to perform under this Agreement, protect it using reasonable care, and not disclose it to any third party except to employees, contractors, advisors, or service providers who have a need to know and are bound by confidentiality obligations.

10.3 Exclusions. Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes public through no wrongful act; (b) was already lawfully known without restriction; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing Party’s Confidential Information.

10.4 Required Disclosure. A receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice when legally permitted and reasonably cooperates in seeking confidential treatment.

11. Indemnification

11.1 By Client. Client shall defend, indemnify, and hold harmless Provider and its owners, officers, employees, contractors, affiliates, successors, and assigns from and against any third-party claims, damages, liabilities, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) Client Content; (b) Client’s products, services, business operations, advertising claims, or legal compliance; (c) Client’s breach of this Agreement; or (d) Client’s misuse of the Deliverables.

11.2 By Provider. Provider shall defend, indemnify, and hold harmless Client from and against any third-party claim to the extent arising directly from Provider’s gross negligence, willful misconduct, or Provider-created Final Deliverables infringing a U.S. copyright or trademark, excluding claims arising from Client Content, Third-Party Materials, modifications by Client or others, combination with materials not supplied by Provider, or use outside the scope of the Agreement.

11.3 Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim, permit the indemnifying Party to control the defense and settlement, and reasonably cooperate at the indemnifying Party’s expense. The indemnifying Party may not settle any claim in a manner that admits fault or imposes non-monetary obligations on the indemnified Party without prior written consent.

12. Limitation of Liability

To the fullest extent permitted by law, Provider shall not be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunities, anticipated savings, or business interruption, arising out of or related to this Agreement, even if advised of the possibility of such damages. Provider’s total aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Provider under the applicable SOW giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim.

The limitations in this Section apply regardless of the form of action and shall survive failure of any exclusive remedy. Nothing in this Agreement limits liability for fraud, willful misconduct, or liability that cannot lawfully be excluded.

13. Independent Contractor

Provider is an independent contractor and not an employee, partner, joint venturer, franchisee, or agent of Client. Provider is solely responsible for its personnel, taxes, insurance, permits, and business operations. Nothing in this Agreement creates any fiduciary duty or authority for either Party to bind the other.

14. Non-Solicitation

During the term of an SOW and for six (6) months thereafter, Client shall not knowingly solicit for employment or engagement any employee of Provider who materially participated in the Services, except through general advertisements not specifically directed to such person. If Client breaches this Section, Client shall pay Provider liquidated damages equal to twenty-five percent (25%) of the person’s first-year compensation or, for contractor engagements, twenty-five percent (25%) of amounts paid during the first twelve (12) months of engagement. The Parties agree this amount is a reasonable estimate of damages and not a penalty.

15. Force Majeure

Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including natural disasters, severe weather, labor disputes, war, terrorism, epidemic, pandemic, civil unrest, governmental actions, utility failures, internet outages, hosting outages, platform interruptions, cyberattacks, supply shortages, or failures of third-party systems. The affected Party shall use reasonable efforts to mitigate the impact and resume performance.

16. Governing Law, Venue, and Disputes

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law rules.

16.2 Exclusive Venue. Any action arising out of or relating to this Agreement shall be brought exclusively in the state courts located in Denton County, Texas, or, if federal jurisdiction exists, in the federal court having jurisdiction over Denton County, Texas. Each Party irrevocably consents to such jurisdiction and venue.

16.3 Attorneys’ Fees. The prevailing Party in any action or proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees, court costs, and collection costs from the non-prevailing Party, to the extent permitted by law.

16.4 Optional Equitable Relief. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or injunctive relief in any court of competent jurisdiction to prevent actual or threatened misuse of Confidential Information or intellectual property.

17. International Clients

If Client is located outside the United States, Client agrees that: (a) all fees are payable in U.S. Dollars; (b) Client is responsible for all wire fees, banking fees, foreign exchange fees, withholding obligations, import/export issues, and local taxes; and (c) the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18. Electronic Signatures

The Parties agree that electronic signatures, click-through acceptance, and signatures executed through Proposify, DocuSign, Adobe Sign, or similar platforms are valid and enforceable as original signatures and satisfy any legal requirement for a signed writing under the Texas Uniform Electronic Transactions Act and the U.S. E-SIGN Act.

19. Notices

All legal notices under this Agreement must be in writing and sent by email with confirmation of transmission, by a nationally recognized overnight courier, or by certified mail to the contact information stated in the applicable SOW or to any updated notice address provided in writing.

20. Miscellaneous

20.1 Entire Agreement. This Agreement and all SOWs constitute the entire agreement between the Parties and supersede all prior or contemporaneous discussions, proposals, representations, and agreements regarding the subject matter.

20.2 Amendments. Any amendment or waiver must be in writing and signed by both Parties.

20.3 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization. Any unauthorized assignment is void.

20.4 Severability. If any provision is held unenforceable, the remainder of the Agreement shall remain in effect, and the invalid provision shall be modified only to the extent necessary to make it enforceable.

20.5 Waiver. No failure or delay in exercising any right constitutes a waiver of that right.

20.6 Survival. Sections that by their nature should survive termination shall survive, including payment obligations, confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and miscellaneous provisions.

EXHIBITS

The following Exhibits apply when referenced in an applicable Statement of Work (SOW). If an Exhibit conflicts with the main Agreement, the terms of the Agreement control unless the SOW states otherwise.

Exhibit A – Web & Application Development Terms

A.1 Launch Definition. Launch occurs when the website or application is deployed to the agreed production hosting environment or submitted to the applicable app marketplace.

A.2 Post-Launch Responsibility. Client may elect to obtain the following services through Square 205 under a separate agreement or source them from a third-party provider: hosting, additional website backups, technical updates, content updates, security monitoring, as well as analytical and marketing services after launch.

A.3 Support Window. Provider will correct reproducible defects that materially deviate from the SOW if reported within thirty (30) days after launch unless otherwise agreed upon. Support does not include new functionality, redesign, content edits, or issues caused by third‑party updates.

A.4 Third‑Party Dependencies. Client acknowledges that websites and applications rely on third‑party software, including plugins, themes, APIs, hosting platforms, payment gateways, or marketplaces. Provider is not responsible for outages, discontinued products, license changes, platform updates, or compatibility changes made by those third parties.

Exhibit B – Branding & Graphic Design Terms

B.1 Deliverables. Final branding deliverables typically include approved logo files and brand assets exported in common formats such as PNG, SVG, or PDF unless additional formats are listed in the SOW.

B.2 Working Files. Editable source files (such as AI, PSD, Figma, or other layered design files) are not included unless explicitly listed in the SOW.

B.3 Print Production Disclaimer. Provider is not responsible for defects caused by third‑party printers or manufacturers. Minor variations in color, paper stock, trim, or placement consistent with industry tolerances are not considered defects.

Exhibit C – Marketing & Advertising Services

C.1 Scope. Marketing services may include campaign management, advertising management, content production, analytics reporting, SEO, social media management, and related consulting services as defined in the SOW.

C.2 No Performance Guarantee. Provider does not guarantee any specific marketing results, including search rankings, traffic levels, advertising performance, conversion rates, leads, or revenue.

C.3 Platform Dependency. Marketing performance may be affected by changes made by third‑party platforms, including Google, Meta, LinkedIn, TikTok, email platforms, analytics tools, or ad networks. Provider is not responsible for algorithm changes, account suspensions, rejected ads, reduced reach, or policy changes imposed by those platforms.

C.4 Advertising Budgets. Advertising spend, influencer fees, boosted post budgets, and other media costs are separate from Provider service fees unless explicitly stated otherwise in the SOW.

Exhibit D – Maintenance & Support Services

D.1 Optional Maintenance & Security. Ongoing website or application maintenance may be provided under a separate maintenance SOW or support plan.

D.2 Included Services. Maintenance may include security updates, software updates, limited technical support, and monitoring depending on the specific maintenance plan purchased.

D.3 Exclusions. Maintenance services do not include redesigns, new features, content updates, integrations, or functionality changes unless included in the maintenance SOW.

By signing the applicable SOW, proposal, order form, or electronic acceptance record, each Party agrees to be bound by this Agreement.