Master Service Agreement

Purpose

Company provides centralized infrastructure services including marketing and growth systems, website development and automation, staffing and operational support, sourcing and logistics coordination, and affiliate and distribution systems. This Agreement governs all services provided by Company to Client unless otherwise specified in a written addendum or statement of work ("SOW").

Scope of Services

Services will be defined in Statements of Work (SOW) or Service Addendums (e.g., marketing, staffing, automation). Company may provide services across multiple divisions under a unified structure. Company reserves the right to modify internal processes, tools, and systems used to deliver services without notice, provided the overall service objective remains consistent.

Fees & Payment Terms

Client agrees to pay all fees as outlined in the applicable SOW or agreement. Payments may include upfront fees, monthly retainers, performance-based compensation, or one-time project fees. All payments are non-refundable unless otherwise stated in writing and are due on the agreed billing date. Late payments may result in service suspension, additional fees, or termination of services. Client is responsible for any third-party costs including advertising spend, software subscriptions, and platform fees.

No Guarantee of Results

Client acknowledges that Company provides systems, strategies, and services designed to improve business performance. However, Company does not guarantee specific results including revenue, leads, conversions, or return on investment. Business outcomes depend on multiple external factors outside Company's control.

Client Responsibilities

• Provide accurate and complete information
• Respond in a timely manner to requests
• Approve materials, campaigns, or deliverables when required
• Maintain responsibility for their business operations and decisions

Failure to meet these responsibilities may impact results and does not constitute a breach by Company.

Independent Contractor Status

Company is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

Use of Third Parties

Company may utilize contractors, virtual assistants, and third-party service providers. Client acknowledges that Company is not liable for individual performance of third-party contributors, and Company will make reasonable efforts to maintain quality and oversight.

Intellectual Property

Company retains ownership of its proprietary systems, frameworks, processes, and internal tools. Client retains ownership of their brand, business assets, and content they provide. Deliverables created for Client may be transferred upon full payment or licensed for use as specified in the SOW/addendum.

Incorporation of Division Terms

Client acknowledges that specific services may be delivered through Company's divisions or affiliated entities (including but not limited to Vexon, Ezi Scale, Talenza, Solv, and OneZero). Each division may have additional service-specific terms, policies, or agreements. In the event of a conflict, the division-specific agreement shall govern the applicable service.

Confidentiality

Both parties agree to keep confidential any non-public information shared during the course of this Agreement, including business strategies, data, systems, and financial information. This obligation survives termination.

Limitation of Liability

To the fullest extent permitted by law, Company shall not be liable for lost profits, lost revenue, business interruption, or indirect or consequential damages. Company's total liability under this Agreement shall not exceed the total amount paid by Client in the previous 3 months.

Indemnification

Client agrees to indemnify and hold harmless Company from any claims, damages, or liabilities arising from Client's business operations, Client's use of services, or Client's failure to comply with laws or regulations.

Term & Termination

This Agreement remains in effect until terminated. Either party may terminate with written notice (typically 7–30 days unless otherwise specified). Company may terminate immediately if Client breaches this Agreement, fails to make payment, or engages in unlawful or abusive conduct. Upon termination, outstanding balances are due immediately and access to services may be revoked.

Dispute Resolution

Any disputes arising from this Agreement shall be resolved through good faith negotiation and, if unresolved, binding arbitration in the State of Florida. Client waives the right to jury trial and class action lawsuits.

Non-Solicitation

Client agrees not to directly hire or solicit Company's contractors, employees, or representatives, or circumvent Company to work with them independently. This applies during the term and for 12 months after termination.

Force Majeure

Company shall not be held liable for delays or failures caused by events outside reasonable control, including system outages, platform issues, natural disasters, or third-party failures.

Governing Law

This Agreement shall be governed by the laws of the State of Florida.

Entire Agreement

This Agreement, along with any SOWs or addendums, constitutes the entire agreement between the parties. Company reserves the right to update this Agreement. Continued use of services constitutes acceptance of updated terms.