LMH Master Service Agreement

I. DEFINITIONS

a. Agency Fees: includes, but not limited to management fees, third-party fees, software fees, reporting fees, and vendor fees.

b. Agent: Agency will represent themselves as either part of the Client’s organization or as an authorized agency to perform the Services.

c. Budget for Paid Ads: total amount paid by Client per cycle, which includes platform spend, management fees, third-party & vendor fees, and software fees.

d. Campaign Start Date: the day the Agency begins actively running and managing recurring services.

e. Compensation: amount of money to be paid to Agency.

f. Cycle: for Paid Ads, period in which the campaign is active; for Social Media and SEO, period in which the campaign is active and all deliverables are completed (one (1) cycle typically equals one (1) month).

g. Design: the creation of branding, graphic, application, or website assets in a design program (Photoshop, Illustrator, or Sketch).

h. Development: the coding and build of application or website design assets.

i. Hosting: the account where the website or application is to be housed (stored).

j. Inclusions: deliverables to be completed by the Agency.

k. Layout: the arrangement of content, images, and/or videos on a web or application page.

l. Level: package selected by Client and noted on SOW.

m. One-Time Service(s): Branding & Design, Copywriting, Direct Mail, Media, Printing, and any other services noted to be one-time in the SOW.

n. Pause Period: period in which the Client has elected to pause the Services (applicable only to recurring services). Agency reserves the right to pause the Services due to non-payment or dispute with Client.

o. Platform: medium in which the Agency utilizes for ad presentation/delivery (for example, Google and Facebook are Platforms).

p. Platform Spend for Paid Ads: part of the Budget that is paid directly to the Platform.

q. Recurring Service(s): SEO, Paid Ads, Social Media, and any other services noted to be recurring in the SOW.

r. Renewal Term: any subsequent term following the completion of the initial SOW Term, equal in duration to the original SOW Term, that commences automatically unless terminated in accordance with this Agreement.

s. Retainer Payment: compensation paid to Agency as down payment to be billed against for future Services.

t. Revisions: in-scope changes to a project.

u. Scope of Work (SOW): agreement that details Services to be provided by Agency.

v. Scope of Work (SOW) Total Value: total value of Agency Fees detailed and totaled on the SOW.

w. Services: type and amount of work to be performed by the Agency on SOW.

x. Setup: work to be performed prior to the Campaign Start Date. The amount of time needed for the Setup work to be completed varies.

y. Site Plan: list of pages of a website typically organized in a hierarchical fashion.

z. Target: market that the Service(s) is/are targeting. For Paid Ads, this is typically a radius or DMA (Direct Marketing Area), and for SEO, this is typically Local or National.

II. SCOPE OF WORK (SOW) / GENERAL SERVICES TERMS

a. During the term of this MSA, Agency shall be the provider of the Services outlined in all Scope of Work agreements (herein referred to as the “SOW”) between Agency and Client.

b. Client may request Services at any time, subject to Agency’s capacity to handle them. Compensation and terms for any Services shall be agreed upon in a new SOW prior to undertaking those Services and will be governed by this MSA.

c. Client authorizes Agency to act as Client’s Agent as required to provide the Services during the term of the Agreement.

d. During the term of the Services, the Agency will not provide access to any proprietary information, Platforms, project management software, tracking sources, tracking software, bid management software, or reporting systems used to provide the Services. Agency will provide analysis, feedback, and report(s) to Client as outlined in the SOWs. Additional requests and/or reports will be billed at the Agency’s standard hourly rate of two hundred dollars ($200) per hour.

e. Agency uses third-party tracking sources and software to report campaign performance data and track conversions generated by the Services to Client. Due to privacy laws and the nature of technology, Agency is not liable for data inaccuracies provided to Client. All performance and conversion data collected and tracking software is purged at the discretion of the Agency and third party to protect privacy.

f. The Client agrees to schedule time to meet with the Agency as required by the Services. The Client further agrees to work collaboratively with the Agency, provide all necessary data and information, and to respond to requests for follow-up by phone, email, and scheduled meetings for the purpose of the Services. Due to the time sensitive requirements of the Services, expected Client contact response times are defined as within two (2) business days and expected data request response times are defined as within four (4) business days unless otherwise specified in the SOW.

g. It is agreed that the Agency is an independent contractor (vendor) and is a separate entity. It is expressly understood that neither party nor such party’s employees and agents, if any, are agents or employees of the other party, and have no authority to bind the other party by contract or otherwise.

h. It is understood that the Agency provides the Services without guarantee of return on investment.

i. Upon execution of this agreement, Agency reserves the right to request a credit check on the Client’s business and/or the Client personally. The credit check is used to verify credit good standing. If the credit report does not meet the Agency’s standards for engagement, Agency will require the Client provide proof of funds or to place funds in an escrow/retainer account to cover all compensation detailed in the SOW(s).

III. TERMS BY SERVICE

a. Branding & Design / Collateral / Copywriting / Creative / Direct Mail / Printing (one-time services)

1. The compensation listed in the SOW is only an estimate and is based on initial (pre-proposal) discovery assets, requests, and information provided by the Client. The first phase of the project will be Discovery on the inclusions and requirements of the project. Should the Client request additional inclusions or requirements or the Agency discover additional budget is required to complete the project, Agency will notify Client for approval on the additional budget in a new SOW. All compensation is only an estimate to complete the project. The final invoice of the project will include the balance of the project (estimate + additional/reduced costs).

2. Additionally, if the Client requests to change inclusions or requirements during the project, Agency will notify Client for approval on the additional budget in a new SOW or Change Order.

3. When the deliverables are ready to be viewed by the Client, the Agency will send a proof. At this time, the Client is asked to review the proof and deliver a list of revisions to be completed. Two rounds of revisions are included within thirty (30) days of the proof being delivered to the Client. Revisions must be submitted in full each round via email or Dropbox comments. If the Client is not satisfied with the deliverables after two rounds of revisions, the Client may continue additional rounds of revisions at the hourly rate of two hundred dollars ($200).

4. The payment schedule for the project(s) is detailed in the SOW. By engaging this Service with the Agency, Client understands that keeping the project on schedule is important for Agency project allocation. The payment schedule in the SOW is based on completed milestones or time. If the project is stalled due to the Client, a fee of two hundred fifty dollars ($250) per month will be added to the final invoice. This fee covers the Agency’s fees, which includes (but is not limited to): storage, software, labor, and account & project management. Agency will provide notification of the fee being applied to the project(s).

5. If the Client terminates the SOW after the date the SOW was signed, (a) the Agency will not refund any fees paid in advance of such termination due to internal project allocation and (b) the Client shall be required to pay prorated charges based upon the balance of the project fees, less the work remaining until the scheduled completion.

b. Consulting (one-time or recurring service)

1. If the SOW is retainer-based, the Retainer Payment listed in the SOW is due upon the signing of the SOW. The Retainer Payment will be billed against until twenty percent (20%) remains. When twenty percent (20%) remains, Client will make an additional Retainer Payment. This process will continue until these Services are no longer needed and/or all deliverables have been completed.

2. If the SOW is hourly based, the Services will be billed at the hourly rate listed in the SOW each month. This process will continue until these Services are no longer needed and/or all deliverables have been completed.

c. Media: Photo, Video & Renderings (one-time or recurring service)

1. The compensation listed in the SOW is based on initial (pre-proposal) discovery assets, requests, and information provided by the Client. The first phase of the project will be Pre-Production on the inclusions and requirements of the project. Should the Client request additional inclusions or requirements or the Agency discover additional budget is required to complete the project, Agency will notify Client for approval on the additional budget in a new SOW. All compensation is only an estimate to complete the project. The final invoice of the project will include the balance of the project (estimate + additional/reduced costs).

2. Additionally, if the Client requests to change inclusions or requirements during the project, Agency will notify Client for approval on the additional budget in a new SOW or Change Order.

3. After the Pre-Production phase, the Production phase begins. During the Production phase, the Agency will capture all assets required by the SOW (outlined during Pre-Production).

4. Upon completion of Production, the next phase is Post-Production and that will start after receiving payment for Production as outlined in the SOW. The Agency will post-produce (edit) the media based on the SOW.

5. When the deliverables are ready to be viewed by the Client, the Agency will send a proof (after receiving payment for Post-Production as outlined in the SOW). At this time, the Client is asked to review the proof and deliver a list of revisions to be completed. Two rounds of revisions are included within thirty (30) days of the proof being delivered to the Client. Revisions must be submitted in full each round via email, Dropbox comments, or Vimeo comments. If the Client is not satisfied with the deliverables after two rounds of revisions, the Client may continue additional rounds of revisions at the hourly rate of two hundred dollars ($200).

6. Client is responsible for all expenses related to the Services unless otherwise noted in the SOW. These expenses include, but are not limited to: airfare, mileage, vehicle rental, equipment rental, and on-site meals. All expenses will be added to the final invoice.

7. Agency is the owner of the copyright to all media related to the Services unless otherwise noted in the SOW.

8. Client may not sell, barter or trade this footage to a third party. Client may not negotiate the sale or trade of the media related to the Services to a third party without express written consent from the Agency.

9. Media is a time sensitive service that requires feedback and cooperation at crucial points of contact. This is essential to keep the project progressive and will facilitate its timely completion. Therefore, the Agency is not liable for delays during the project.

10. The payment schedule for the project(s) is detailed in the SOW. By engaging this Service with the Agency, Client understands that keeping the project on schedule is important for Agency project allocation. The payment schedule in the SOW is based on completed milestones or time. If the project is stalled due to the Client, a fee of five hundred dollars ($500) per month will be added to the final invoice. This fee covers the Agency’s fees, which includes (but is not limited to): storage, software, labor, and account & project management. Agency will provide notification of the fee being applied to the project(s).

11. If the Client terminates the SOW after the date the SOW was signed, (a) the Agency will not refund any fees paid in advance of such termination due to internal project allocation and (b) the Client shall be required to pay prorated charges based upon the balance of the project fees, less the work remaining until the schedule completion.

d. Email Marketing / Content Marketing / SEO / Paid Ads (Search, PPC, & Display) / Social Media (or any other recurring service)

1. The term of these Services will start on the Campaign Start Date and will continue in full force for the duration of the SOW Term. If the SOW Total Value has not been met by the end of the SOW Term, the Services will continue until the SOW Total Value has been met. Upon completion of the SOW Term and fulfillment of the SOW Total Value, this agreement shall automatically renew for successive terms equal in duration to the original SOW Term (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least two (2) cycle prior to the expiration of the then-current term. All terms and conditions of the original SOW and this Master Service Agreement shall remain in effect during any Renewal Term unless otherwise amended in writing and agreed to by both parties.

2. Termination During SOW Term:

a. In order to request termination during the SOW Term, a Written Request (herein after referred to as “Request”) must be sent via electronic mail (email) to the Agency. Upon receipt of the Request, Agency will review and respond to Client within seventy two (72) hours with a Services Termination Agreement (STA) that must be signed by both parties for termination to be valid.

b. Recurring Services can be terminated due to any of the following causes:

– Agency request due to thirty (30) or more days of non-payment

– Client request due to closing, shutdown, or sale of Client’s company

– Client request due to incapacitation or death

– Client request due to budgetary restrictions

– Agency or Client request due to force majeure

If cause for termination does not match any of the above causes, termination request is not valid, and Services will continue for the duration of the SOW Term.

c. If termination request is valid and Recurring Services are terminated prior to the end of the SOW Term, Client is required to pay the following service-specific fees (remedies):

– SEO: fifty percent (50%) of remaining SOW Total Value (calculated by: remaining balance of SOW Total Value x fifty percent (50%))

– Paid Ads: fifty percent (50%) of remaining SOW Total Value (calculated by: remaining balance of SOW Total Value x fifty percent (50%))

– Social Media: fifty percent (50%) of remaining SOW Total Value (calculated by: remaining balance of SOW Total Value x fifty percent (50%))

Client is required to pay the fees (remedies) as outlined on the Services Termination Agreement.

3. Termination After SOW Term is fulfilled:

a. In order to request termination after the SOW Term is fulfilled, a Written Request must be sent via electronic mail (email) to the Agency. Upon receipt of the Request, Agency will review and respond to Client within seventy two (72) hours with a Services Termination Agreement (STA) that must be signed by both parties for termination to be valid.

b. Client is required to give a two (2) cycles notice and fulfill those remaining two (2) cycles. If the campaign is mid-cycle, the two (2) cycles notice will begin at the conclusion of the current cycle.

4. The Client is able to pause these Services, which is known as the Pause Period. The Pause Period for these Services cannot exceed thirty (30) days or one (1) cycle. If the Client has not resumed the Services at the conclusion of the thirty (30) days, the Services will resume automatically. The Pause Period does not count towards the SOW Term and the SOW Term will be extended by the amount of time the Services are paused.

5. Platform Spend for Paid Ads Services:

a. If the Agency is responsible for paying Platform Spend directly to any Platform(s) for Paid Ads Services and the Platform Spend has not reached one hundred percent (100%) by the end of the cycle, Agency will rollover the unspent Platform Spend into the next Cycle and will not be refunded or credited.

b. If Client pays with credit/debit card, payment processing fees will be deducted from the Platform Spend and the balance will be paid directly to the Platform(s).

6. Approval process for Social Media, SEO Content, & Copywriting:

a. The Agency provides a process for the Client to review, request revisions, or approve content (copy, images & video). If these assets are not approved within the requested timeframe, assets are automatically approved for publishing. Revisions requested after the requested timeframe will incur additional fees based on the Agency’s hourly rate of two hundred dollars ($200) per hour.

e. Website & Mobile App Design & Development (one-time& recurring services)

1. The compensation listed in the SOW is based on initial (pre-proposal) discovery assets, requests, and information provided by the Client. The first phase of the project will be a complete Discovery on the inclusions and functionality of the project. Should the Client request additional inclusions or functionality or the Agency discover additional budget is required to complete the project, Agency will notify Client for approval on the additional budget in a new SOW. All compensation is only an estimate to complete the project. The final invoice of the project will include the balance of the project (estimate + additional/reduced costs).

2. Additionally, if the Client requests to change inclusions or functionality during the project, Agency will notify Client for approval on the additional budget in a new SOW or Change Order.

3. After the Discovery phase, the Design phase begins. During the Design phase, the Agency will create designs for the look-and-feel, layout and functionality of the project. Upon completion of the designs, the Client will have the opportunity to make two rounds of revisions. Revisions must be submitted in full each round via email, Figma comments. If the Client is not satisfied with the designs after two rounds of revisions, the Client may continue additional rounds of revisions at the hourly rate of two hundred dollars ($200).

4. Upon approval of the designs from the Design phase, the next phase is Development. Development will start after receipt of payment for the Design phase. The Agency will develop (code/program) the designs on an internal development server. During this phase, the Agency will work with the Client to prepare final content (text, images, and/or video) based on the SOW.

5. During Development, the Agency will test all the markup and CSS in current versions of all major browsers and Operating Systems including those made by Apple, Microsoft, Mozilla and Google. The Agency will also test to ensure pages will display visually in a similar, albeit not necessarily an identical way, in Microsoft Internet Explorer for Windows as this browser is now considered legacy. The Agency will not test the website in old or abandoned browsers, for example Microsoft Internet Explorer for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If the Client needs to show the same or similar visual design to visitors using older browsers, the Agency will charge the Client at the hourly rate noted above for any necessary additional code and its testing.

6. When the Development phase is completed and deliverables are ready to be viewed by the Client, the Agency will send a live link (once payment for Development is collected). At this time, the Client is asked to review the live link and deliver a complete list of revisions to be completed via email or Markup comments. One round of revisions is included within thirty (30) days of the live link being delivered to the Client. Any additional revisions will be billed at the standard rate of two hundred dollars ($200) per hour.

7. All sites the Agency builds are multi-platform responsive (they display dynamically depending on the browser size of the device). The website will not display identically across different devices. The Agency warrants that all functionalities will exist across all tablets, smartphones and PCs (with the exception of proprietary browsers on specific devices like the Blackberry.

8. No web or mobile application functionality is perpetually flawless and the Client understands that ongoing maintenance is required to maintain functionality. The Agency does not guarantee the functions contained in any web page layouts or in a completed website mobile application will be error-free for the foreseeable future. Both parties agree that the Agency is not liable to the Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these applications and any other web pages. Once the website is placed on permanent hosting and credentials are submitted to the Client, all responsibility for maintaining the site is no longer the Agency’s accountability unless a maintenance SOW is executed.

9. The Agency will deliver a website that is as secure as possible. However, the Agency et al, cannot be responsible or accountable for anything that may happen to the website during development and after launch. Furthermore, the Agency is not responsible for providing a backup of the website files created after launch. If any unfortunate scenario occurs which compromises the functionality of the website, the Agency will do its best to work with the Client to re-launch the website at the hourly rate effective at the time of the incident.

10. The Agency’s Website Services are time sensitive that require feedback and cooperation at crucial points of contact. This is essential to keep the service progressive and will facilitate its timely completion. Therefore, the Agency is not liable for delays during the project.

11. The payment schedule for the project(s) is detailed in the SOW. By engaging this Service with the Agency, Client understands that keeping the project on schedule is important for Agency project allocation. The payment schedule in the SOW is based on completed milestones or time. If the project is stalled due to the Client, a fee of five hundred dollars ($500) per month will be added to the final invoice. This fee covers the Agency’s fees, which includes (but is not limited to): hosting, software, plugins, and account & project management. Agency will provide notification of the fee being applied to the project(s).

12. The Agency shall provide, among other things, passwords, security verification codes, and procedures that would enable the Client to productively utilize the website in the event the Agency is incapable, terminated or absent.

13. If the Client terminates the SOW after the date the SOW was signed, (a) the Agency will not refund any fees paid in advance of such termination due to internal project allocation and (b) the Client shall be required to pay prorated charges based upon the balance of the project fees, less the work remaining until the schedule completion.

14. If a website project is paid as a recurring service in the SOW, the Agency is the owner of the website and all of its contents until the total value of the SOW has been paid.

f. Website Maintenance & Hosting (recurring service)

1. Website and mobile app projects require a hosting server to be setup prior to delivery/launch. Thse Client can choose to provide their own hosting or host with the Agency through the WP Engine partnership. If Client chooses to host through the Agency, fees are paid monthly. Hosting will renew automatically unless notified fifteen (15) days in advance of the monthly renewal date. No refunds will be granted.

2. Website and mobile app projects also require maintenance after delivery/launch. The Client can choose a maintenance plan with the Agency or self-maintain. If Client chooses a maintenance plan with the Agency, fees are paid on a monthly basis for twelve (12) months unless otherwise specified in the SOW. Maintenance will renew automatically unless notified fifteen (15) days in advance of the annual renewal date. No refunds will be granted.

IV. ACCEPTANCE OF WORK

a. For recurring services, the Agency will make reasonable efforts to complete the Service(s) described in each SOW for a particular cycle. After the Fourteenth (14th) day of the following cycle, all services for the previous cycle will be deemed accepted and completed.

b. For one-time services, the Agency will make reasonable efforts to complete the Service(s) described in each SOW. Upon completion of the Service(s), Agency will provide a Completion of Work document to be signed by the Client. Upon signature of the COW, the Service(s) is/are deemed accepted and completed.

V. COMPENSATION / BILLING / PAYMENT

a. Compensation will be paid by Client to Agency for performance of the Services outlined on all SOW agreements. Agency will submit invoices via email from accounting@lmh.agency to Client.

b. All payments are to be made via electronic check (ACH) or credit/debit card. Agency will provide Client the Merchant Payment Authorization Form. By signing the Merchant Payment Authorization Form, Client agrees to pay with the account listed on the form and that all charges from Agency are authorized. Physical checks are only accepted with prior approval from the Agency and must be sent via UPS or FedEx with a tracking number. Payments made by credit or debit card are subject to a three percent (3%) processing fee, which will be added to the invoice total at the time of payment.

c. Interest will be charged on invoices that are more than thirty (30) days overdue at a rate of eighteen (18%) per annum or the maximum permitted by law, whichever is less. In the event the Agency is required to use legal process to recover any amount due, Client agrees to reimburse Agency for any costs associated therewith, including reasonable attorneys’ fees, collection fees, and damages Agency incurs due to non-payment and recovery.

d. No refunds will be granted and all sales are final.

e. All payments are subject to Texas state sales tax of eight and one-quarter percent (8.25%) (only applicable to Texas clients & not all Services are taxable). Sales tax is not included in any quote or pricing that has been provided to the Client. Sales tax is added to the invoice(s) in addition to the Compensation outlined in the SOWs.

f. If Client is a corporation, LLC, partnership, or other artificial entity, the undersigned person hereby personally and unconditionally guarantees punctual payment by Client as required by this Agreement. The undersigned guarantor waives diligence, demand for payment, extensions of time for payment, notice of acceptance of this guaranty, and indulgences and notice of every kind, and consents to any and all forbearances and extensions of the time for payment or performance under this Agreement. Agency may enforce this guaranty without first resorting to or exhausting other remedies provided by the Agreement or the law. Guarantor agrees to pay all reasonable costs, attorneys’ fees, collection fees, and damages incurred by Agency in enforcing this guaranty.

VI. LIMIT OF LIABILITY

a. In no event will Agency, including Agency’s Partners and Third Party Service Providers, be liable to the Client for any indirect, special, incidental, punitive, exemplary or consequential damages (including, without limitation, damages or costs relating to the loss of profits, business, goodwill or data) arising out of, related to, or in connection with this Agreement, even if an employee, agent or other representative of the Agency claimed to have caused such damage had been advised of the possibility of such damages.

b. In addition, Agency’s aggregate liability for all claims and damages arising out of, related to, or in connection with this Agreement, including any and all claims arising from Services provided by an Agency Partner or Third Party Service Provider (whether by such provider or through the Agency), shall not exceed the net amounts paid by Client to Agency during the prior thirty (30) day (one (1) cycle) period of this Agreement.

VII. COPYRIGHTS

a. The Client guarantees to the Agency that any elements of text, graphics, photos, designs, trademarks, or other assets that are provided for inclusion in the Services are either owned by the Client or the Client has permission to use them.

b. The Agency shall assume that the copyright of all the images provided either belong to the Client or are royalty free. The Agency shall assume no liability in the event of intellectual property rights infringement including, but not limited to images and content.

VIII. RIGHTS UPON COMPLETION OR TERMINATION

a. Upon completion of any Service(s), Agency shall transfer and make available to Client or Client’s representative, all property and materials in Agency’s possession or control only to the extent the Client has paid for the property and materials.

IX. DISPUTE RESOLUTION

a. This MSA shall be interpreted under the laws of the State of Texas. Both parties mutually agree that before resorting to litigation, the Parties shall mediate any breach or alleged breach of this Agreement with a mutually agreed-upon mediator in Dallas County, Texas. After mediation, the venue for any disputes shall be the courts of Dallas County, Texas

b. No delay or failure in exercising any right under this MSA, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this MSA. No consent to a breach of any express or implied term of this MSA constitutes consent to any subsequent breach.

X. CONFIDENTIALITY

a. Agency and Client shall not, without the other’s written permission, reveal or otherwise make available to any person or persons any confidential, privileged information or trade secrets regarding the other party’s services, products, business, customers or methods of operation during the term of this MSA and twelve (12) months after the completion of the Services.

XI. ENTIRE AGREEMENT

a. This MSA constitutes the full and entire understanding and agreement between the Client and the Agency (parties). This MSA shall continue until the Services are completed.

b. Any amendment or modification or any provision of this MSA must be in writing signed by the parties, and any waiver of any provision must be in writing signed by the waiving party.

c. This MSA is non-transferable without the express, written permission of the Agency. This MSA stays in place throughout the duration of the Services unless replaced with a new MSA. If any provision of this MSA is, or becomes unenforceable, it will be severed from this MSA and the remainder of this MSA will remain in full force and effect.

Updated: August 1, 2025