Master Service Agreement

This Master Agreement (“Agreement”) for Services, ("Services") is effective on the first date of the Initial Kickoff Call, which will constitute the formal commencement of the Agreement, between CPS Graphics Inc. DBA Tambourine (“Tambourine"”), a Florida Corporation, having its principal offices at 100 W. Cypress Creek Rd. #550, Fort Lauderdale, FL 33309, and “Client”.

Company and Client agree as follows:

1. Purpose and Scope

Client desires to outsource select services, as more specifically defined below, which shall include managed digital marketing services as well as support assistance as necessary in English-only unless otherwise indicated.

2. Services

Client understands and agrees that Tambourine’s exact Scope of Work and deliverables shall be determined by the specific services listed in the Proposal approved by Client

Support Service Hours

Tambourine’s online ticket desk is available 24/7/365. Live support is available for Clients located in the continental United States from 9:00am to 6:00pm in the Client’s local time zone, Monday through Friday.

All other Clients’ live support will fall within the hours of 9:00am and 9:00pm, Eastern Time, Monday through Friday.

Submitting Support Requests

You can submit a ticket by sending an email to support@tambourine.com.

Service Levels

Level 1	Level 2	Level 3
Low	Medium	High / Critical
Content updates including but not limited to text changes, photo changes, new page creation, offers, popups, miscellaneous production requests, general inquiries, etc.	Time Sensitive Updates	Features not working Website Errors Website Outage
Time to Respond: 1 - 2 hrs	Time to Respond: 30 min - 1 hr	Time to Respond: 30 min
Typical Resolution: 24 - 72 hrs	Typical Resolution: 1 hr - 24 hrs	Typical Resolution: ASAP

3. Client Responsibilities

Client will provide Tambourine team with its high resolution photography, logos, content and access passwords. Client has all legal authorizations to publish any images provided to Tambourine. Client represents that any images or other content of any kind provided by Client to Tambourine, including any uploaded to Tambourine CMS are owned, licensed or purchased royalty free including any intellectual property rights of any kind, and further including location and model usage rights. Client will defend, indemnify and hold harmless Tambourine for any claims arising from Tambourine’s use of such content.

Client will be responsible for providing proof of licensing of any provided or requested brand fonts displayed on client website or digital advertising.

Client will respond to material requests or requests for approvals WITHIN TWO (2) BUSINESS DAYS. These requests are necessary to allow for the performance of the services set out in this Agreement. Failure to respond to Tambourine requests within this time period shall be deemed an approval by Client. Failure to respond to Tambourine requests/proofs/approvals may delay various services provided as part of the Agreement.

If Client requests an onsite meeting with Tambourine staff or engages Tambourine for services that require Tambourine staff to visit the property or business for one or more nights, the Client is responsible for all reasonable travel-related expenses for Tambourine staff for the duration of the visit.

4. Payment

Monthly Fees:

Tambourine’s services are subject to monthly subscription fees (“Monthly Fee”). Tambourine will directly charge Client’s approved Monthly Fees to credit card on file or authorized bank debit via ACH. If requested, specific wire payment instructions will be provided to Client. Client will never receive a request from a non-Tambourine employee or entity to alter or modify the payment terms for any wire payment. If Client receives what appears to be a directive to change the wire instructions, please contact Tambourine Accounting directly via telephone at (954) 975-2220 to verify. If Client does not exercise due care and provides wire payments to alternative payors, the obligations under this Agreement remain in full force and effect and no credit or reimbursement will be due from Tambourine.

All Monthly Fees are non-refundable and must be paid in advance. Tambourine's obligations under this Agreement and/or any Attachment are conditional upon Client's fulfillment of its payment obligations. If Monthly Fees are not paid within 30 days of the due date, Tambourine reserves the right to suspend all services until payments are received and/or apply available funds, including media or advertising funds, to outstanding subscription fee balance.

Should Client choose to pay using an accepted credit card, Client agrees not to request or impose any "stop payments" or contested charges for services provided. If Client has concerns regarding charges, the parties agree to a thirty (30) day resolution period to discuss and resolve any disputes. If the parties are unable to resolve the dispute within the resolution period, Tambourine shall have the right to immediately terminate the Agreement and all accompanying rights as specified in this Agreement, including Section 5 below.

To the fullest extent permitted by law, Client waives all claims relating to charges unless claimed within sixty (60) days after the charge. All payments of Monthly Fees, and any other payments payable pursuant to this Agreement, must be made in United States Dollars. Nothing in this Agreement obligates Tambourine to extend credit to any Client.

Tambourine reserves the right to increase any price/fee, provided that written notice of the increase is given at least 30 days prior to the date the increase is to become effective.

5. Term and Termination

This Agreement shall commence upon the Date of the Onboarding Call and shall be automatically renewed on the 1st of each month. Termination may not occur in the first thirty (30) days of Agreement. Notice of non-renewal must be submitted in writing at least 30 days in advance of termination of services; if Client non-renews, all payment obligations then outstanding shall be paid by Client within five (5) business days. Tambourine may immediately terminate this Agreement in the event Client fails to perform its obligation for payment. All services, systems, digital campaigns and processes delivered as part of this Agreement are the sole property of Tambourine and upon termination, all services, systems and processes are retained by Tambourine. Client understands and accepts its obligation to pay all fees due to Tambourine through the date of Termination, regardless of whether Tambourine or Client terminates this Agreement. When Client gives its Notice of Termination, all outstanding invoices and fees are due immediately.

6. Indemnities and Limitations of Liability

Except as otherwise provided in this Agreement, each party agree to indemnify, defend and hold each other harmless from third party claims, actions, damages, liabilities, costs and expenses (including attorneys’ fees and expenses) arising out of or related to the other party’s negligent or intentional misconduct or from its breach of the Agreement, including, without limitation, the use by Client of the Services in this Agreement. Notwithstanding anything in the Agreement to the contrary, neither party shall be entitled to indemnity for any claims, actions, damages, liabilities, costs and expenses arising from its own negligence, intentional misconduct, or breach of the Agreement.

As outlined in our Data Processing Agreement, as applicable, Tambourine uses leading security providers to reasonably ensure Tambourine servers and end points are protected and secure. We ask that our clients do their part as well, by requiring the creation of sufficiently complex passwords and the use of multi-factor authentication on their accounts, and to report any suspected or confirm intrusions into their accounts. However, it is impossible to completely avoid cyber incidents in todays connected world, and thus, if we do suffer from a cyber incident or data breach, we are ready to respond to the same as fast as possible, and will report the same in compliance with relevant data breach reporting laws. We continue to treat this subject as a priority in order to prevent any type of malicious attacks.

Client understands that unexpected technical delays and outages may occur. These technical delays may be a result of a multitude of causes including internet service provider (ISP) issues, power failures, viruses, cyber incidents, and other disruptions in service. Client acknowledges that Tambourine has no control, ownership or responsibility for any such failures and is not liable for any business losses of any kind, including bookings losses which may occur during such failures. Tambourine’s indemnity obligations as provided above do not apply to any third party claims arising out of such disruptions or failures.

TAMBOURINE DOES NOT REPRESENT OR GUARANTEE THAT ITS SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, CYBER INCIDENTS, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND TAMBOURINE DISCLAIMS ANY LIABILITY, INCLUDING ANY INDEMNITY OBLIGATIONS, RELATING THERETO.

TAMBOURINE DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR SERVICES NOT BEING AVAILABLE FOR USE OR THE PROVISION OF SERVICES AND SUPPORT, NOR ANY LIABILITY FOR CLAIMS ARISING UNDER THE AMERICANS WITH DISABILITIES ACT OR SIMILAR LAW. TAMBOURINE WILL NOT BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS (WHETHER DEEMED DIRECT OR CONSEQUENTIAL DAMAGES, OR OTHERWISE), CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CLIENT ACKNOWLEDGES THAT TAMBOURINE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

7. Confidentiality

In connection with the Services performed under this Agreement, the parties may have access to the other party’s Confidential Information. “Confidential Information” means non-public information that the disclosing party designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential and information received from others that the disclosing party is obligated to treat as confidential. Confidential Information includes, without limitation, information relating to the disclosing party's software or hardware products which may include source code, data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods, as well as, information relating to the disclosing party's business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, client lists and financial results. Confidential Information includes all tangible materials which contain Confidential Information whether written or printed documents, computer disks or tapes whether Client or machine readable. The parties agree to maintain the confidentiality of the Confidential Information. Each party agrees to maintain at least the same procedures regarding Confidential Information that it maintains with respect to its own Confidential Information, but in no event less than a reasonable standard of care. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any material provided by the disclosing party and the receiving party shall not permit its personnel to reproduce or copy any such material except as expressly authorized hereunder. A party’s Confidential Information may only be used by the other party in order to fulfill its obligations under this Agreement.

Exceptions

Confidential Information shall not include any information that: (a) is already known to be free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (c) is received by the receiving party from a third party without any restriction on confidentiality; (d) is independently developed by the receiving party or its affiliates; (e) is disclosed to third parties by the disclosing party without any obligation of confidentiality; or (f) is approved for release by prior written authorization of the disclosing party.

Residual Rights

Each party acknowledges that the other may, as a result of its receipt of or exposure to the other party’s Confidential Information, increase or enhance the knowledge and experience retained in the unaided memories of its directors, employees, agents or contractors. Notwithstanding anything to the contrary in this Agreement, each party and its directors, employees, agents or contractors may use and disclose such knowledge and experience in such party’s business, so long as such use or disclosure does not involve specific Confidential Information received from the other party. The disclosing party will not have rights in such knowledge and experience acquired by the receiving party, or rights in any business endeavors of the receiving party which may use such knowledge and experience, or rights to compensation related to the receiving party’s use of such knowledge and experience.

Survival of Obligation

The terms and provisions of this Section shall survive any expiration or termination of this Agreement.

8. Ownership of Work Product

All worldwide intellectual property rights associated with any ideas, concepts, techniques, processes or other work product created by Tambourine during the course of performing the Services belong exclusively to Tambourine, and Client shall have no right or interest therein. Tambourine retains all right, title and interest in and to all software development tools, know-how, methodologies, processes, technologies, pay-per-click campaigns, platforms or algorithms used in providing the Services which are based on trade secrets or proprietary information of Tambourine or are otherwise owned or licensed by Tambourine. Licenses will not be deemed to have been granted by either party to any of its patents, trade secrets, trademarks or copyrights except as otherwise expressly provided in this Agreement. Nothing in this Agreement requires Tambourine or Client to violate the proprietary or intellectual property rights of any third party. Client retains all of its intellectual property rights in any text, images or other components it owns and supplies to Tambourine for use in providing Services. Tambourine is the exclusive owner of the website development platform, including but not limited to all website source code and website design. Software tools used for website ripping, scraping and copying for the sole intent of removing the website from Tambourine’s proprietary platform are prohibited and in violation of this agreement. Any attempt to do so may be reported and prosecuted as cyber theft to the local authorities and prosecuted to the fullest extent of the law.

9. Relationship of Parties/Non-Solicitation

Tambourine is a vendor of Client; the relationship of the parties is that of independent contractor. Neither Tambourine nor Client are, or shall be deemed for any purpose to be, employees or agents of the other or the other’s employees. Neither party shall have the authority to bind the other to any contract or obligation.

Throughout the Term of this Agreement and for a period of two (2) years following its termination or expiration, Client agrees not to directly or indirectly solicit or recruit any employees of Tambourine that perform services hereunder without Tambourine’s prior written consent.

10. Assignment

Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an entity who acquires substantially all of the stock or assets of such party; provided that consent will be required in the event that the non-assigning party reasonably determines that the assignee will not have sufficient capital or assets to perform its obligations hereunder. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.

11. Governing Law, Dispute Resolution, and Attorneys’ Fees

This Agreement shall be governed by and construed in accordance with the laws of the state of Florida. The parties agree to exclusive venue for any dispute in state or federal courts located in Broward County, Florida. The prevailing party in the dispute shall be entitled to collect from the other party all costs and fees incurred and reasonable attorneys’ fees.

12. Entire Agreement and Modifications

Each party acknowledges that it has read this Agreement and further agrees that the Agreement is the complete and exclusive statement of the parties and supersedes and merges all prior proposals, understandings, and agreements, oral or written, between the parties relating to the subject matter hereof, including without limitation, the terms of any Client request for proposal. Tambourine reserves the right to amend the terms and conditions set forth in this Agreement before or after any subsequent contract is entered into by the Parties.

13. Severability

In the event any one or more of the provisions of this Agreement or of any exhibit is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.

14. Force Majeure

Tambourine shall not be responsible for failure to perform under this Agreement when its failure results from any of the following causes: Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, hurricanes, earthquake or serious accident, strike, labor trouble or work interruption, loss of an IP address or other disruption to Internet connection, or any cause beyond its reasonable control.

15. Accreditation and Promotion

Accreditation:

Tambourine shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Tambourine, including on each page of the final product.

Promotion:

Tambourine retains the right to reproduce, publish and display the deliverables in Tambourine's portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses.

Promotional Approval:

Either party, subject to the other's reasonable approval, may describe its role in this Agreement on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party's website.