This Master Services Agreement (“Agreement”) governs the relationship by which Medstar Media, INC. (“Company”) provides certain Services to the client identified on the applicable invoice, proposal, or order confirmation (“Client”). Company and Client may each be referred to as a “Party” and collectively as the “Parties.” This Agreement describes the full range of Services Company offers, and not all of it applies to every Client. The specific Services Client is purchasing are defined in the applicable invoice, proposal, or email confirmation, and any section, term, or provision of this Agreement that governs a Service Client has not purchased does not apply to Client.

By accepting the Services, including by rendering any payment toward the cost of the Services or instructing Company to begin performing the Services, both Client and Company agree to be bound by this Agreement. Please review this Agreement carefully before using the Services. Company may update this Agreement as described in Section 13.

1. 1. Services

1.1. Definition. The “Services” are the professional marketing, website, CRM, and related services set forth on any invoice, proposal, or written confirmation accepted between the Parties. Client may accept an offer from Company by rendering any payment toward the cost of the Services or by instructing Company to begin performing the Services.

1.2. Scope of Engagement. Not every Client receives every Service described in this Agreement. The specific Services Client is purchasing are defined in the invoice, proposal, or email confirmation provided to Client, and only the Services identified there are included. Services are activated only through written confirmation, including email, proposals, or invoices, and only those agreed to in writing are included.

1.3. Estimates. Company provides estimates in good faith based on the information available at the time. Actual timelines, performance, costs, and results may vary based on Client responsiveness, market conditions, third-party platforms, compliance requirements, and other factors outside Company’s control. Estimates are not guarantees or commitments, and Client should not rely on any estimate as a promise of a specific timeline, cost, or result.

1.4. Shared Responsibility for Results. Successful marketing requires cooperation from both Parties. Company is responsible for delivering professional marketing services, and Company does not guarantee any specific result, including leads, revenue, rankings, traffic, conversion rates, cost per lead, or any other performance metric. Results depend on many factors, including factors within Client’s control such as Client’s responsiveness, staffing, pricing, lead handling, sales processes, availability, reputation, and customer experience. Client acknowledges that Company’s performance of the Services is one part of the outcome and that Company does not control these Client-side factors.

2. 2. Service Initiation and Client Cooperation

2.1. Initiation. Company will use commercially reasonable efforts to begin implementation and move projects forward as efficiently as possible following Client’s acceptance and onboarding. Launch and implementation timelines are estimates and may be affected by Client responsiveness, compliance review, third-party vendors, platform review processes, and other factors outside Company’s control.

2.2. Cooperation. In order to perform the Services, Company requires timely cooperation and assistance from Client. Client agrees to promptly provide such access, approvals, materials, and assistance as reasonably requested by Company.

2.3. Commencement of Billing. Recurring billing may commence no later than sixty (60) days after onboarding begins where launch or implementation is delayed by Client, third parties, compliance review, platform review, vendors, or circumstances outside Company’s control. Client may not indefinitely delay a project while postponing recurring service fees. This provision ensures that Client is billed for reserved resources and work underway even where launch is delayed by factors outside Company’s control.

2.4. Delays. Delays caused by Client or by third parties do not qualify for refunds, credits, or adjustments, and do not extend, toll, or reduce any minimum commitment.

2.5. Authority to Proceed. Company may rely on instructions, approvals, feedback, and communications received from Client or Client’s representatives as authorized by and binding on Client. Client authorizes Company to proceed with ordinary-course implementation, optimization, content publication, advertising updates, website updates, CRM updates, SEO activities, and related marketing activities without requiring separate written approval for each individual action.

2.6. Review and Acceptance. Client is responsible for reviewing the materials, content, campaigns, websites, landing pages, automations, emails, SMS messages, and other deliverables made available to Client. If Client does not object within a reasonable period after a deliverable is made available, the deliverable may be deemed accepted. Client delays, or Client’s failure to review, provide feedback, or provide approvals, shall not create liability for Company or entitle Client to any refund, credit, or fee adjustment.

2.7. Restrictions. Client shall not (a) sell, resell, rent, or lease the Services; (b) interfere with or disrupt the integrity or performance of the Services; (c) attempt to gain unauthorized access to the Services or their related systems or networks; or (d) do anything else prohibited by this Agreement.

3. 3. Fees and Payment

3.1. Invoicing. All invoices are due and payable immediately upon receipt, and Company shall not be obligated to begin any Services until the associated amount has been paid. Client authorizes Company to automatically charge any amounts invoiced and owed to any payment method Client has provided to Company. This authorization remains in effect until all amounts owed to Company have been paid in full. Client shall keep at least one current and accurate payment method on file with Company.

3.2. Credit Card Processing Fee. A credit card processing fee of 2.9% applies to any charge over $2,500 paid by credit card. Client may avoid this fee by paying the applicable charge by ACH or bank transfer.

3.3. Late Payment. Payments more than thirty (30) days late will accrue interest at the rate of 1.5% on the outstanding balance per month, or the maximum rate permitted by law, whichever is less, from the date such payment was due until paid in full, with interest for any partial month accruing pro rata.

3.4. Price Changes. Services provided on a recurring basis are subject to change in price at Company’s discretion, provided that Company will notify Client no less than sixty (60) days before any such price change.

3.5. Taxes. Client shall be responsible for payment of all sales, use, property, value-added, withholding, or other federal, state, or local taxes, except for taxes based solely on Company’s net income.

3.6. No Refunds. All amounts shall be deemed earned by Company upon receipt. There shall be no refund for any amounts already paid by Client to Company. Once Services have begun or campaigns have launched, all fees are non-refundable.

3.7. Suspension for Non-Payment. Company may pause or suspend Services for non-payment and shall not be responsible for any performance impact resulting from suspended Services. As a courtesy, Company may, but is not obligated to, make reasonable efforts to notify Client before suspending Services for non-payment. Company reserves the right to suspend Services immediately and without prior notice where Company deems it necessary. Payment obligations continue during any suspension for non-payment.

3.8. Chargebacks. Client agrees not to initiate any chargeback, payment dispute, or reversal for any valid charge under this Agreement. Because all amounts are earned upon receipt and the Services are non-refundable once begun, any dispute regarding a charge shall be raised directly with Company under Section 12. If Client initiates a chargeback for a valid charge, Client shall be responsible for the disputed amount, any chargeback or processing fees incurred by Company, and all costs of collection, including reasonable attorneys’ fees.

3.9. Collection Costs. If Client fails to pay any amount when due, Client shall be responsible for all reasonable costs of collection, including collection agency fees, attorneys’ fees, arbitration fees, court costs, and related expenses incurred by Company in collecting the unpaid balance.

4. 4. Term and Termination

4.1. Term. This Agreement and each invoice remain in effect until terminated pursuant to this Section 4.

4.2. Minimum Commitments. Advertising and digital marketing management Services require a minimum commitment of four (4) months. SEO Services require a minimum commitment of six (6) months. Each minimum commitment constitutes a minimum purchase commitment, and Client remains responsible for all fees due during the minimum term regardless of whether Client elects to utilize the Services. Each minimum term begins on the first day Company begins providing the applicable Services.

4.3. Renewal. Following the applicable minimum term, Services continue on a rolling month-to-month basis unless terminated in accordance with this Section 4.

4.4. Termination. After the applicable minimum term, either Party may terminate the applicable Services for any reason or no reason at all upon a minimum of forty-five (45) days’ written notice to the other Party. Termination requests must be submitted through Company’s official form at https://medstarmedia.com/cancel. At the time of notice, Client’s account must be in good standing, with all balances paid in full. Services continue during the notice period, and all associated fees remain due.

4.5. Effect of Termination. Upon termination, neither Party shall be liable to the other for any amounts not yet accrued or earned. Any license granted to Client in Company’s proprietary assets ends upon termination, and Company may remove, disable, or take down such assets.

5. 5. Intellectual Property and Work Product

5.1. Company Marketing Assets and Methodologies. All landing pages, funnels, ad campaigns, account structures, copy, and marketing frameworks created by Company as part of advertising or marketing management Services are proprietary and remain the exclusive intellectual property of Company. Company also retains ownership of its proprietary campaign architecture, account structure and naming conventions, tracking and conversion methodologies, audience strategies, bidding and optimization frameworks, advertising frameworks, marketing systems, processes, templates, and related intellectual property, even when implemented or deployed within accounts or platforms owned by Client. Client is granted a limited, non-transferable license to use Company’s assets only while the applicable Services are active. When the Services end, the license ends, and Company may remove, disable, or take down these assets. Nothing in this Agreement transfers ownership of Company’s intellectual property merely because it was deployed within a Client-owned platform or account, and upon termination Company is not required to transfer or hand over its proprietary methodologies, internal processes, campaign frameworks, account structures, tracking systems, templates, or other intellectual property. Company may also reference Client as a client and use Client’s name, logo, publicly available information, and non-confidential campaign results in its proposals, presentations, case studies, website, social media, and marketing materials, unless Client requests otherwise in writing.

5.2. Client Accounts and Data. In most engagements, Company works directly within advertising and analytics accounts owned by Client, including Google Ads, Meta Business Manager, Google Analytics, Google Tag Manager, and Google Business Profile accounts. Client retains ownership of those accounts and of its advertising data, conversion data, and similar Client-owned assets, and grants Company access to manage them during the engagement. Company does not claim ownership of Client’s accounts or data.

5.3. Custom Websites. If Client separately scopes and pays Company to build a custom website, ownership of that custom website transfers to Client only after all invoices and project-related fees have been paid in full. Until full payment is received, Company retains all right, title, and interest in the website and related work product. Upon full payment, Client shall own the custom website, including the design, content, and images created specifically for it. Any stock, licensed, or third-party assets incorporated into the website pass to Client under their respective licenses and are not owned by Company. Company retains ownership of the underlying systems, templates, and frameworks used to build or operate the site. Upon Client’s request and subject to payment in full, Company will reasonably cooperate in facilitating the transfer of website assets to Client or Client’s designated provider. Additional transfer assistance is available at Company’s then-current hourly rate. A custom website is a project-based Service and does not carry a recurring minimum term unless paired with a separate hosting, care, or maintenance plan defined in writing.

5.4. Client Materials. Client retains ownership of original photos, videos, branding, and other materials Client provides to Company. Client shall have sole responsibility for ensuring it holds all rights necessary to use such materials and that they do not infringe the rights of any third party.

5.5. License to Use Feedback. Client grants Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Client or its employees, consultants, or contractors relating to the operation of the Services, excluding any of Client’s confidential information.

6. 6. CRM and Data (Go High Level)

6.1. Client Data. If Client uses Company’s CRM systems, including Go High Level, Client retains ownership of all of Client’s contacts and data. Company will release Client’s data upon request.

6.2. Company Configurations. Company retains ownership of all CRM structures, automations, workflows, and configurations. Migration or setup assistance is billed at Company’s then-current hourly rate.

6.3. Third-Party Systems. Company is not responsible for data loss or for any issue resulting from third-party systems or external changes outside Company’s control.

7. 7. Advertising and Third-Party Platforms

7.1. Advertising Spend. Client is responsible for all advertising spend unless otherwise agreed in writing. Advertising spend is separate from and in addition to Company’s management fees.

7.2. Platform Reliance and Scrutiny. Company’s Services often rely on the participation and cooperation of third-party platforms, including Google and Meta (Facebook and Instagram). These platforms frequently restrict, reject, suspend, disable, or otherwise impact accounts, campaigns, ads, domains, business assets, and related properties, particularly within healthcare, aesthetics, wellness, and medical advertising categories. This is a function of the industry and the platforms’ own policies and enforcement, and is not a failure or fault of Company. Each platform controls its own review and appeal process and decides these matters on its own timelines and at its own discretion.

7.3. Efforts and Resolution. Company will use reasonable efforts to address platform issues through standard communication and appeal channels, but cannot guarantee any appeal outcome, reinstatement, timeline, resolution, or platform decision. In rare circumstances where specialized expertise, platform relationships, compliance review, legal review, or other advanced assistance may be beneficial, Company may introduce Client to an independent third-party specialist. Any engagement with such specialist shall be solely between Client and the third party, and Client shall be responsible for all fees, communications, agreements, and costs associated with such third-party services. Company shall not be responsible for the services, advice, actions, or outcomes provided by any third-party specialist.

7.4. Continued Fees. Service fees remain due in full during any platform suspension, restriction, rejection, appeal process, investigation, or interruption. There shall be no reduction, credit, or abatement of fees for suspended, disabled, or non-performing accounts or campaigns, including where only some of Client’s campaigns or accounts are affected and others remain active.

7.5. Pause Requests. Requests by Client to pause advertising campaigns do not pause or reduce service fees. The Services include ongoing strategy, support, optimization, infrastructure, and team resources beyond active ad spend.

7.6. Platform Actions. Company is not responsible for ad rejections, account suspensions, disabled accounts, outages, policy changes, enforcement decisions, or performance fluctuations caused by any third-party platform.

8. 8.Compliance and Content Responsibility

8.1. Client Responsibility. Client is solely responsible for compliance with all applicable laws, regulations, licensing requirements, and professional obligations, including FDA, FTC, HIPAA, healthcare and medical advertising rules, TCPA, data privacy laws, ADA accessibility standards, and local requirements. Client is responsible for reviewing and ensuring that all materials and Services comply with these requirements.

8.2. No Compliance Advice. Company does not provide legal, regulatory, HIPAA, healthcare compliance, FDA, FTC, TCPA, privacy law, accessibility, or any similar compliance advice, and does not guarantee regulatory, legal, or accessibility compliance. Client should consult its own qualified legal and compliance advisors.

8.3. Conflicts. Client acknowledges that certain compliance requirements may conflict with marketing performance, and Company is not responsible for such conflicts.

9. 9. Disclaimers and Warranties

9.1. Disclaimers Generally. Client acknowledges and understands that neither Company nor any of its employees, representatives, or agents warrants that the Services will be uninterrupted, error-free, or accurate, or that they will produce any wanted result. Company makes no warranty as to the results of the Services, including, without limitation, site ranking on internet search engines or site traffic generation.

9.2. Scheduled Downtime. Client acknowledges that the Services may be temporarily unavailable due to scheduled maintenance, unscheduled emergency maintenance, or factors outside Company’s control. When reasonably possible, Company shall use reasonable efforts to provide advance notice of a scheduled interruption, but in no event shall there be any refund or credit for unavailability of the Services.

9.3. Company Disclaimers. The Parties agree that, in respect of information and Services provided by Company under this Agreement, except as expressly stated herein, COMPANY MAKES NO, AND CLIENT DOES NOT RELY ON ANY, EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE DELIVERABLES OR SERVICES, OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR USE BY ANY CUSTOMER. COMPANY FURNISHES THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER OF SUCH INFORMATION OR SERVICES.

9.4. Data and Site Security. Company takes commercially reasonable efforts to create safe and secure work product. If Client purchases extended security services, Company shall also take commercially reasonable efforts to monitor the work product in accordance with the Services purchased. Notwithstanding the foregoing, Company shall not bear any liability whatsoever for any damage or interruption caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect Client’s website, data, computer, or other equipment, or by any phishing, spoofing, or other attack, unless such damage or interruption originated from Company due to its gross negligence, fraud, or willful misconduct.

9.5. Search Visibility. Search engine rankings, Google Business Profile rankings, map rankings, AI and generative search visibility, organic traffic, and similar metrics are controlled by third-party platforms and their algorithms, which change frequently and without notice. These metrics may fluctuate or decline at any time for reasons outside Company’s control, and Company does not guarantee any ranking, placement, visibility, or traffic level.

10. 10. Limitation of Liability and Indemnification

10.1. Limitation of Liability. Under no circumstances shall Company be liable for lost profits or for any incidental, special, exemplary, or consequential damages. The total liability of Company to Client under this Agreement or otherwise shall be limited to the value of the fees paid or due by Client to Company, or otherwise earned by Company, in the six (6) months immediately prior to the filing of a claim.

10.2. Indemnification. Client shall indemnify, defend, and hold harmless Company from and against any and all claims, damages, liabilities, costs, losses, or expenses arising out of (a) Client’s content, products, or services; (b) Client’s materials or use of the deliverables; or (c) any third-party claim alleging infringement arising out of Client’s use of, or failure to obtain rights to use, any materials provided by Client. Except as expressly provided in this Agreement, neither Party shall be required to indemnify the other.

11. 11. Confidentiality, Non-Disparagement, and Non-Solicitation

11.1. Confidentiality. Each Party agrees to maintain the confidentiality of the other Party’s non-public information and to act in good faith in its dealings under this Agreement.

11.2. Mutual Non-Disparagement. The Parties agree to raise and address any concern, complaint, or dispute privately and directly with each other before resorting to any public review, rating, social media post, online commentary, or similar public statement. Neither Party, nor its owners, officers, directors, employees, contractors, agents, or representatives, shall publish or communicate any public statement concerning the other Party that is false, misleading, or made with the intent to harm the other Party’s reputation. This provision does not prohibit truthful statements required by law or made in connection with a legal proceeding.

11.3. Permitted Disclosures. Nothing in this Section prohibits either Party from (a) complying with legal obligations; (b) responding to a subpoena, court order, or governmental inquiry; (c) communicating with legal, accounting, or tax advisors; or (d) asserting claims or defenses in connection with a legal proceeding.

11.4. Mutual Non-Solicitation. During the term of this Agreement and for twelve (12) months after its termination, neither Party shall, directly or indirectly, solicit, recruit, hire, contract with, or otherwise engage any employee or contractor of the other Party, or induce any such person to leave the other Party, without the other Party’s prior written consent. General job postings not specifically targeted at the other Party’s personnel do not violate this provision.

11.5. Injunctive Relief. The Parties acknowledge that a violation of this Section 11, or of Company’s intellectual property rights, may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching Party may seek injunctive relief in addition to any other remedy available under law or equity.

12. 12. Dispute Resolution

12.1. Good Faith Resolution. The Parties shall first attempt in good faith to resolve any dispute through direct communication.

12.2. Binding Arbitration. Any dispute that cannot be resolved informally shall be resolved through binding arbitration administered in Salt Lake County, Utah. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to restrain a breach or threatened breach of this Agreement.

12.3. Costs. Each Party shall bear its own attorneys’ fees, costs, and expenses incurred in connection with any dispute, mediation, arbitration, or legal proceeding, unless otherwise required by applicable law or expressly provided in this Agreement.

13. 13. General Provisions

13.1. Governing Law. This Agreement shall be governed by the laws of the State of Utah, without giving effect to its choice-of-law provisions.

13.2. Survival. All provisions of this Agreement that by their nature are intended to survive termination shall so survive.

13.3. Entire Agreement. Notwithstanding any non-disclosure agreement entered into between the Parties, this Agreement, including any invoices, proposals, or documents specifically incorporated by reference, sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous representations, understandings, or agreements. COMPANY MAKES NO, AND DISCLAIMS ALL, REPRESENTATIONS NOT EXPRESSLY INCLUDED IN THIS AGREEMENT, AND CLIENT HAS NOT RELIED UPON ANY REPRESENTATIONS NOT EXPRESSLY INCLUDED IN THIS AGREEMENT AND EXPRESSLY DISCLAIMS SUCH RELIANCE.

13.4. Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the maximum extent legally permitted.

13.5. No Waiver. Any waiver by either Party of any breach of this Agreement shall not be considered a modification of any provision, nor shall such waiver bar enforcement of any subsequent breach. No waiver of any provision shall be valid unless in writing and signed by both Parties.

13.6. Assignment. Client may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

13.7. Electronic Acceptance and Records. This Agreement may be accepted electronically and through conduct, including by payment or by allowing work to begin, and such acceptance is binding and enforceable. Electronic records of acceptance, invoices, and communications shall have the same force and effect as a signed writing. No physical signature is required to make this Agreement binding.

13.8. Force Majeure. Neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, war, civil unrest, labor disputes, internet or utility outages, platform-wide failures, changes in law, or actions of third-party platforms. Payment obligations for Services already rendered are not excused by this provision.

13.9. Notices. Notices under this Agreement shall be in writing and delivered by email to the addresses the Parties use to conduct business, or, for termination, through Company’s official form at https://medstarmedia.com/cancel. Notice is deemed given on the date sent, absent evidence of delivery failure.

13.10. Modification. Company may update or modify this Agreement from time to time. Company will provide notice of material changes by email or by posting the updated Agreement on Company’s website, together with a revised “Last Updated” date. Changes take effect on the date stated in the notice or, if no date is stated, thirty (30) days after notice is given. Client’s continued use of the Services after the effective date constitutes acceptance of the updated Agreement. If Client does not agree to a material change, Client’s sole remedy is to terminate the affected Services in accordance with Section 4, subject to any applicable minimum commitment.

14. 14. Acceptance

By approving the Services, making payment, or allowing work to begin, Client agrees to this Agreement. No signature is required.