Master Service Agreement

This Contract is between you (the “Client”) and Vessel Digital, LLC, a New York limited liability company (“Vessel”). Vessel and the Client are each individually referred to as a “Party”, and collectively, the “Parties”.

The Contract is dated [the date of first payment].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring Vessel to do one or more of the following (the "Services"):

(a) Design and Develop a

(i) Custom Website

(ii) Progressive Web Application (App/PWA)

(b) Provide the Client with CORE Performance services

(c) Provide the Client with Marketing Services

(i) Search Engine Optimization (SEO)

(ii) Social Media Marketing (SMM)

(iii) Paid Advertising (PPC)

Refer to our services and provided quote for more details.

1.2 Schedule. Vessel will begin work on the first business day following the contract date. Work will continue until the contract is terminated by either the Client or Vessel, pursuant to the terms of Section 6, Term and Termination. Vessel reserves the right to suspend services at any time during which the Client has failed to pay for one or more months of service.

1.3 Payment.

The Client will pay Vessel on a recurring monthly basis for all agreed upon Services, as well as any deposits and/or fees, as outlined in the provided quote or verbally discussed and agreed upon. Unless otherwise explicitly stated, all agreed-upon Services commence on the effective date of this Contract.

1.4 Provision of Credit Card and Bank Account Information. The Client will be required to provide Vessel with a valid credit card number or bank account ("Payment Method(s)") upon registration for a subscription of monthly services. The Client hereby warrant and represent that you have the authority to provide such credit card or bank account information to Vessel and shall be responsible for all charges made thereto. Vessel will bill your credit card or bank account in advance of each Billing Period for the fees incurred for such Billing Period, as well as for any outstanding balances. Your “Billing Period” will be specified by Vessel at the time of registration, though Vessel reserves the right to change the term of future Billing Periods at any time. Any and all late payments shall accrue interest at the rate of five percent (5%) per month (or the highest rate permitted by law, whichever is less). In addition, you are responsible for paying any reasonable expenses and attorneys’ fees that Vessel incurs in connection with collecting late amounts.

1.5 Automatic Renewal. Vessel will automatically charge your credit card or bank account at the beginning of each billing period, so long as your Contract has not been cancelled. You acknowledge that the amount billed each month may vary for reasons such as promotional rates no longer being applied, changes in your subscription, changes in the amount of applicable sales tax or other reasons; and you authorize Vessel to charge your payment method(s) for such varying amounts. Vessel may also periodically preauthorize your credit card or bank account in anticipation of account or related charges.

1.6 Invoices. Vessel may issue invoices during the course of the Contract, and the Client agrees to pay all invoiced amounts within 15 calendar days of receipt. Payments not received by this deadline will incur a late fee of 5% per month (or the maximum amount permitted by law, whichever is less) on the outstanding balance. If payment is overdue, Vessel may collect the amount owed using the payment method(s) provided by the Client, and a $25 administrative fee may be applied for manual processing of overdue invoices.

2. CLIENT RESPONSIBILITIES.

2.1 General.

(a) The Client will provide URLs, usernames, and passwords for all requested online profiles.

(b)  The Client also agrees to provide Vessel with all available high-resolution logo files and photos relevant to the business, including but not limited to photos of the establishment(s), employees, and products/services. If no high-resolution photos are available, the Client may be required to have professional photos taken.

(c) If Client’s website(s), app(s), social profile(s), or other platform is light in content, Client will provide additional relevant content, in electronic format, for the purpose of creating additional pages, posts, etc. For example, 200 to 500 word “articles” about each of their keyword phrases or services.

2.2 CORE Performance. For the purposes of providing these Services, Client agrees to properly convey to Vessel the information that needs to be changed or added.

2.3  Marketing Services. For the purposes of providing these Services, Client agrees:

(a) To provide a detailed description of the product and/or services being advertised including information relevant to advertising such as cost, payment means, refund policy, etc.

(b) To provide an indication of the intended purpose of advertising, whether to promote a given product or service or raise brand or product awareness or both.

(c) To provide any relevant business information such as hours, accepted payment methods, product/service lists, mission statement, employee information, etc.

3. CLIENT ACKNOWLEDGEMENTS.

3.1 General. Client understands, acknowledges and agrees that:

(a) Vessel is authorized by the Client to assume the identity of the Client in all social media and other interactions on the internet for marketing purposes including, but not limited to, status updates, blog posts, online forum discussions and message board posts, comments and responses to user comments, chats, and emails.

(b) In order to accurately determine ROI (Return on Investment), Vessel may, from time to time, ask for financial and customer information from the Client.

3.2 CORE Performance. Client understands, acknowledges and agrees that:

(a) The Client will receive 5 hours per month for CORE Performance. If more time is needed Vessel may impose an hourly rate of $150 per hour, billed in 15-minute increments, to complete the additional work.

(b) If an hourly rate is required, Vessel will notify the Client and provide a quote to which the Client must agree before any work can be done.

(c) Web page updates exclude, among other things, image editing, graphic design, graphics editing, database design, database changes, programming, and search engine optimization.

(d) Vessel is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.

(e) Vessel is not responsible for changes made to Client's website(s) or application(s) by other parties.

(f) Vessel will not repair Client's website(s) or application(s) that became compromised, hacked, or otherwise defaced or infected prior to beginning services under this agreement.

(g) Recovery or repair of Client's website or application is not guaranteed.

(h) Availability of backups is not guaranteed.

3.3 Marketing Services. Client understands, acknowledges and agrees that:

(a) The Client will receive 10 - 20 hours per month for marketing services, based on service level selected. If more time is needed Vessel may impose an hourly rate of $150 per hour, billed in 15-minute increments, to complete the additional work.

(b) Vessel will allocate the available time between SEO, SMM, and PPC based on its professional assessment of what will deliver the best results for the Client. Vessel will consider the Client's input regarding priorities but retains the final discretion over time allocation to ensure the effectiveness of services.

(c) Vessel retains full creative control over all content and strategies provided under this Contract, including but not limited to social media creative, ad copy, design elements, and campaign strategies. While Vessel welcomes Client input, excessive revisions or requests to alter the creative direction beyond the agreed-upon scope may result in additional fees at Vessel's standard hourly rate. The Client acknowledges that Vessel’s expertise and discretion are essential to achieving optimal results and agrees to defer to Vessel’s professional judgment in such matters.

(d) Vessel will not provide detailed reporting unless otherwise agreed in writing. At its discretion, Vessel may share periodic summaries of performance metrics related to the services provided, but such summaries are not guaranteed and should not be relied upon as comprehensive reporting.

(e) Vessel has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client's web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.

(f) Some search engines and directories may take as long as three (3) to six (6) months, and in some cases longer, after submission to list Client's web site(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will "reappear" without any additional submissions. Should the listing not reappear, Vessel will re-submit the web site(s) based on the current policies of the search engine or directory in question.

(g) Some search engines and directories offer expedited listing services for a fee. Vessel encourages Client to take advantage of these expedited services. Client is responsible for all expedited service fees.

(h) Any "ad spend", the cost a platform charges to run ads or promote content, will be charged directly to the Client's provided payment method(s). The Client agrees to maintain valid payment method(s) on file to cover all ad spend charges. Vessel is not responsible for insufficient funds or declined transactions, and the Client agrees to reimburse Vessel for any associated fees or charges incurred as a result.

(i) Establishing a social media presence and initiating a two-way flow of communication between the Client and the public can have unintended consequences on the Client’s reputation. Should this occur, the Client waives its right to hold Vessel responsible for any damage and/or liability that may arise from Vessel’s actions on behalf of the Client.

4. OWNERSHIP AND LICENSES.

4.1 Vessel Retains Ownership, But Grants Client License. Vessel retains ownership in any work product related to this project, but grants the Client to use the work product. The Client cannot re-sell the work product. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that Vessel works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. Vessel grants the Client license to this work product for the duration of this contract. Upon contract termination or suspension all Client rights to any work product will be revoked. The Client may purchase full ownership rights to work product for a one-time fee of $5,000 for website-related work product and $25,000 for app-related work product. Vessel retains sole discretion to determine the nature of the work product. Ownership transfer includes all related intellectual property rights to the extent that such rights are transferable. However, Vessel does not guarantee the functionality, usability, or compatibility of the work product after the transfer and is not responsible for any maintenance, updates, or support post-transfer unless otherwise agreed in writing.

4.2 Your Sites, Accounts, and Users Are Your Responsibility. You websites, applications, social media accounts, and directory listings (“Sites and Accounts”) may have their own visitors, customers, and users (“End Users”), You understand and agree that (a) your Sites and Accounts and your End Users are your responsibility; (b) you’re solely responsible for providing products, services and support to your End Users; (c) you’re solely responsible for compliance with any laws or regulations related to your Sites and Accounts and/or your End Users; and (d) your ability to create, share or otherwise operate your Sites and Accounts may be limited by the extent to which your Sites and Accounts include Licensed Content. We’re not liable for, and won’t provide you with any legal advice regarding, your Sites and Accounts or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Contract.

4.3. HIPAA Enabled Accounts. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, such as HIPAA, you will be solely responsible for such compliance, except to the extent Vessel has agreed with you in writing otherwise. You are not permitted to use the Services in any way that would subject Vessel to such industry-specific regulations without obtaining Vessel’s prior written agreement. For example, you may not use any Services to collect, use, disclose, protect or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under US federal regulations) unless your Account for such Services is designated as HIPAA-enabled and you enter into a separate business associate agreement with Vessel.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties. 

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract. 

5.3 Client Will Review Work. The Client promises to review the work product, to be reasonably available to Vessel if Vessel has questions regarding this project, and to provide timely feedback and decisions. 

5.4 Client-Supplied Material Does Not Infringe. If the Client provides Vessel with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION.

This Contract shall commence as of the date written above and shall continue for one (1) month. This Contract shall automatically renew on the anniversary date for successive one (1) month periods unless the client or Vessel ends the contract before that time. If Vessel is providing the Client with Marketing Services (SEO, SMM, or PPC) then this Contract shall continue for one (1) year and shall automatically renew on the anniversary date for successive one (1) year periods unless the client or Vessel ends the contract before that time. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in no less than 30 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 10.6. Vessel must immediately stop working as soon as it receives this notice, unless the notice says otherwise. If either party ends this Contract early, the Client will pay Vessel a guaranteed payment of no less than half of the total of the remaining services. This reflects a reasonable estimate of Vessel's anticipated losses, including but not limited to the allocation of resources, administrative costs, and foregone opportunities. The Client will also reimburse Vessel for any agreed-upon, non-cancellable expenses. Vessel may terminate this Contract for reasons including, but not limited to, Client's breach of this Contract, failure to provide required information or approvals, or any conduct that, in Vessel's sole discretion, materially hinders the execution of services. The following sections don’t end even after the Contract ends: 5 (Representations); 8 (Limitation of Liability); 9 (Indemnification); and 10 (General).

7. INDEPENDENT CONTRACTOR.

The Client is hiring Vessel as an Independent Contractor. The following statements accurately reflect their relationship:

(a) Vessel will use its own equipment, tools, and material to do the work.

(b) The Client will not control how the job is performed on a day-to-day basis. Rather, Vessel is responsible for determining when, where, and how it will carry out the work.

(c) The Client will not provide Vessel with any training.

(d) The Client and Vessel do not have a partnership or employer-employee relationship.

(e) Vessel cannot enter into contracts, make promises, or act on behalf of the Client, unless otherwise specified by the Client.

(f) Vessel is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

(g) Vessel is responsible for its own taxes.

(h) The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for Vessel or any of Vessel's employees or subcontractors.

8. LIMITATION OF LIABILITY.

You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Vessel and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Contract for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, Your Sites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your eCommerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Vessel has been informed of the possibility of such damage, and even if a remedy put forth in this Contract is found to have failed its essential purpose. To the fullest extent permitted by applicable law, in no event shall the aggregate liability of Vessel for all claims arising out of or related to the Services and this Contract exceed the greater of twenty dollars ($20) or the amounts paid by you to Vessel in the twelve (12) months immediately preceding the event that gave rise to such claim.

9. INDEMNIFICATION.

To the fullest extent permitted by law, you agree to indemnify and hold harmless Vessel and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys’ fees and costs) (collectively, “Losses”) arising out of or related to: (a) your breach of this Contract; (b) your User Content, and Your Sites and Accounts; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to your eCommerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which Vessel may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Contract or to the extent that the consequences were not reasonably foreseeable.

10. GENERAL.

10.1 Assignment. This Contract applies only to the Client and Vessel. Both the Client and Vessel may assign its rights or delegate its obligations under this Contract to a third party without written permission from the other party. This is necessary in case, for example, another Client buys out the Client. 

10.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. 

10.3 Force Majeure. Neither Vessel nor the Client shall be liable for any failure or delay in performing their obligations under this Contract due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, governmental actions, labor strikes, utility outages, internet service disruptions, cyberattacks, or other similar events. The affected party shall notify the other party as soon as reasonably possible and make reasonable efforts to minimize the impact of the Force Majeure Event.

10.4 Personal Guarantee. Should the Client not reimburse Vessel for services rendered by Vessel in good faith, the Officers - including, but not limited to, the owner - of said Client agrees to be personally liable for all amounts owed to Vessel, including interest and service charges, even in the event of bankruptcy or business closure.

10.5 Modification; Waiver. This Contract and the Vessel Policies may be changed from time to time without notification. The Client should review this Contract and all of the policies periodically to ensure you remain in compliance. Material changes affecting fees or obligations will be communicated to the Client in advance. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract unless the waiving party acknowledges it is doing so in writing and signs a document that says so. 

10.6 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice. 

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgment of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

10.7 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable. 

10.8 Acceptance. By submitting payment for Services to Vessel, the Client agrees to be bound by the terms of this Contract.

10.9 Governing Law. The laws of the state of New York govern the rights and obligations of the Client and Vessel under this Contract, without regard to conflict of law principles of that state. 

10.10 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.