MASTER SERVICES AGREEMENT

Mental Health Marketing • mentalhealthmarketing.com

This Master Services Agreement (“Agreement”) governs the provision of marketing, design, development, consulting, and support services (“Services”) provided by Agency to Client.

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1. Scope of Services

Agency may provide services including, but not limited to:

• Marketing Services (SEO, Paid Advertising, Social Media)
• Website Design and Development
• Branding and Logo Design
• Consulting
• Technical Support (“Support+”)
• Other services mutually agreed upon

Specific services, pricing, timelines, and deliverables will be defined in a Statement of Work (“SOW”), Service Schedule, Proposal, or Order Form that references this Agreement.

Each SOW becomes part of this Agreement upon acceptance by Client.

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2. Marketing Services

Agency may provide digital marketing services including:

• Search Engine Optimization (SEO)
• Paid Advertising Management (e.g., Google Ads, Meta Ads)
• Social Media Marketing
• Content Strategy
• Marketing Consulting

Marketing services are typically provided on a monthly recurring basis unless otherwise specified.

Marketing Disclaimer

Client acknowledges that:

• Marketing results cannot be guaranteed
• Performance depends on factors outside Agency control, including competition, budget, market conditions, and platform algorithms
• Agency does not guarantee specific rankings, traffic levels, lead volume, or revenue outcomes

Advertising Compliance

Client is responsible for ensuring that all advertising content, claims, testimonials, and marketing materials comply with applicable federal and state laws, healthcare advertising regulations, and any rules or guidelines established by Client’s professional licensing board(s). Agency will make reasonable efforts to follow industry best practices, but Client bears ultimate responsibility for the accuracy, legality, and regulatory compliance of all claims and representations made in connection with Client’s services.

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3. Website Design and Development

For website design and development services:

• Scope, pricing, and timeline will be defined in an SOW
• Client agrees to provide content, feedback, and approvals in a timely manner

Revisions

Unless otherwise stated, projects include two (2) rounds of revisions per deliverable phase. Additional revisions may be billed at Agency’s standard hourly rate.

Delays

Project timelines may be extended due to delays in Client feedback, approvals, or content delivery.

Post-Launch Responsibility

Unless Client has an active Support+ plan or a separate maintenance agreement, Agency is not responsible for website hosting, updates, security patches, backups, or ongoing maintenance after project completion and final delivery. Client assumes full responsibility for the ongoing operation and maintenance of the website upon launch.

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4. Branding and Logo Development

Branding and logo services may include:

• Concept development
• Revisions
• Final deliverables

Revisions

Unless otherwise stated in an SOW, branding projects include two (2) rounds of revisions per deliverable phase. Additional revisions beyond this limit may be billed at Agency’s standard hourly rate. All revision requests must be submitted in writing within five (5) business days of deliverable receipt.

Ownership

Ownership of final approved deliverables transfers to Client upon full payment. All unused or rejected concepts, including logo concepts not selected for development, remain the property of Agency.

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5. Support+ Service

Support+ is an optional service for small tasks that do not require a full project or SOW.

Included Services

• Minor website updates
• Troubleshooting and bug fixes
• Technical consulting
• Small content or layout updates
• Training or assistance

Response Time

Agency will respond to Support+ requests within one (1) business day. Completion time depends on request complexity and workload.

Billing

Support+ is billed based on actual time used unless otherwise specified.

Monthly Cap

• Work pauses automatically when the monthly cap is reached
• Client will be notified
• Additional authorization is required to continue

Unlimited Plan

If Client elects an “unlimited” Support+ plan, usage is subject to reasonable use. Agency may re-scope excessive, complex, or project-level work into a separate SOW.

Exclusions

Support+ does not include:

• Full website builds or redesigns
• Major development work
• Ongoing marketing retainers
• Scheduled project deliverables

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6. Fees and Payment Terms

All Services are governed by applicable SOWs, Proposals, or Order Forms.

• Invoices are due within fifteen (15) days of receipt (Net 15)
• Recurring services are billed monthly unless otherwise stated
• Services may be paused for invoices unpaid beyond fifteen (15) days of the due date

Rate Adjustments

Agency may adjust service rates with thirty (30) days’ written notice to Client. Continued use of Services after the effective date of the rate adjustment constitutes acceptance of the updated rates.

Late Payment

Invoices not paid within fifteen (15) days of the due date will accrue a late fee of 1.5% per month (18% per annum) on the outstanding balance, calculated from the original due date until payment is received in full. Agency reserves the right to pause or suspend all active Services until outstanding balances are resolved.

No Refunds

All fees are non-refundable. Services are billed based on time, availability, and work performed, not outcomes.

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7. Credit Card Authorization

Client authorizes Agency to charge the default payment method for:

• Recurring services
• Support+ usage
• Project payments
• Outstanding invoices

Client must maintain a valid payment method on file. Services may be paused if payment fails.

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8. Term and Termination

Services are month-to-month unless otherwise stated in an SOW.

Either party may terminate with thirty (30) days written notice.

Agency may terminate this Agreement immediately upon written notice if Client fails to pay any outstanding invoice within thirty (30) days of its due date.

Upon Termination

• Client is responsible for all work completed and services rendered through the termination date
• Any active billing cycle must be paid in full
• No partial refunds will be issued

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9. Client Responsibilities

Client agrees to:

• Provide necessary access to platforms and accounts
• Provide timely feedback and approvals
• Supply required content and materials
• Ensure compliance with applicable laws and regulations
• Ensure that no Protected Health Information (PHI) is shared with Agency unless a separate Business Associate Agreement (BAA) has been executed

Agency is not responsible for delays caused by Client.

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10. Accounts, Access, and Third-Party Platforms

Client retains ownership of all accounts whenever possible, including:

• Advertising platforms
• Analytics platforms
• Domain names
• Hosting accounts

Agency may maintain administrative access for service delivery. Client is responsible for maintaining account access, credentials, and standing.

Third-Party Disclaimer

Agency is not responsible for:

• Platform suspensions or account bans
• Policy changes
• Algorithm updates
• Service outages

This includes (but is not limited to) Google, Meta, hosting providers, and CMS platforms.

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11. Intellectual Property

Upon full payment, Client owns final deliverables, including:

• Website files
• Logos
• Approved design assets

Third-Party and Licensed Materials

Deliverables may incorporate third-party materials, including but not limited to stock photography, licensed fonts, open-source software, and third-party plugins or themes. Such materials remain subject to their respective license terms and are not transferred to Client as owned assets. Client is responsible for maintaining any required licenses for continued use of such materials after project completion.

Agency retains ownership of:

• Processes
• Frameworks
• Templates
• Internal tools

Agency may use completed work for portfolio and marketing purposes unless otherwise agreed in writing.

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12. Confidentiality

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement, including but not limited to business strategies, pricing, client data, marketing plans, technical processes, and financial information, whether disclosed orally, in writing, or by any other means.

The Receiving Party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party without the Disclosing Party’s prior written consent; and (c) use it solely for the purpose of fulfilling obligations under this Agreement.

Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure; (c) is independently developed by the Receiving Party without reference to Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party where permitted.

Duration

Confidentiality obligations survive termination of this Agreement for a period of two (2) years.

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13. Protected Health Information (PHI) and HIPAA

Agency does not access, store, process, or manage Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act (“HIPAA”) in the course of providing Services under this Agreement.

Client agrees not to share, transmit, or otherwise provide PHI to Agency through any channel, including but not limited to email, support requests, shared documents, website forms, file transfers, or any other means of communication.

If Client requires Agency to access or handle PHI in connection with any Service, a separate Business Associate Agreement (“BAA”) must be executed by both parties before any such access occurs. Agency is under no obligation to enter into a BAA and may decline to perform services that require access to PHI.

In the event that Agency inadvertently receives PHI from Client without a BAA in place, Agency will notify Client promptly and delete or return the information as soon as reasonably practicable. Agency shall not be liable for any claims, penalties, or damages arising from Client’s unauthorized disclosure of PHI to Agency.

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14. Data Handling and Privacy

Agency may collect, access, or process certain Client data in the course of providing Services, including but not limited to website analytics, advertising platform data, email marketing data, and website visitor data.

Agency agrees to:

• Use Client data solely for the purpose of delivering Services under this Agreement
• Implement reasonable administrative, technical, and organizational safeguards to protect Client data
• Not sell or share Client data with third parties except as necessary for service delivery (e.g., advertising platforms, analytics tools)

Client is responsible for:

• Ensuring that Client’s website and marketing practices comply with applicable privacy laws, including but not limited to the FTC Act, CAN-SPAM Act, state privacy laws, and any healthcare-specific privacy regulations
• Maintaining appropriate privacy policies, disclosures, and consent mechanisms on Client’s website and marketing channels
• Obtaining any required consents from end users before collecting personal information through websites, forms, or marketing campaigns managed by Agency

Agency is not liable for Client’s failure to comply with applicable privacy laws or regulations.

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15. Indemnification

Client agrees to indemnify and hold Agency harmless from any claims, damages, or liabilities arising from materials, content, or data provided by Client, including but not limited to claims arising from Client’s unauthorized disclosure of PHI, violation of privacy laws, or non-compliance with healthcare advertising regulations.

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16. Limitation of Liability

Agency’s total liability under this Agreement shall not exceed the lesser of (a) the fees paid by Client in the three (3) months preceding the claim, or (b) ten thousand dollars ($10,000).

Agency is not liable for any indirect, incidental, or consequential damages, including lost profits or business interruption.

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17. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following termination, neither party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of the other party who was involved in the performance of Services under this Agreement, without the prior written consent of the other party.

This restriction does not apply to individuals who respond to general public job postings not specifically targeted at the other party’s personnel.

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18. Independent Contractor

Agency is an independent contractor and not an employee, partner, or legal representative of Client.

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19. Force Majeure

Agency is not liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to acts of God, internet outages, platform failures, or labor disruptions.

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20. Dispute Resolution

In the event of a dispute arising out of or related to this Agreement, the parties agree to the following escalation process:

Step 1 — Good Faith Negotiation

The parties will first attempt to resolve the dispute through good faith written communication within fifteen (15) days of one party notifying the other of the dispute.

Step 2 — Mediation

If the dispute is not resolved through negotiation, either party may request non-binding mediation conducted by a mutually agreed-upon mediator in Charleston, South Carolina. Costs of mediation will be shared equally unless otherwise agreed.

Step 3 — Litigation

If mediation is unsuccessful, disputes shall be resolved in the state or federal courts located in Charleston County, South Carolina. Both parties consent to personal jurisdiction in these courts.

Nothing in this section prevents either party from seeking emergency injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

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21. Entire Agreement

This Agreement, together with all SOWs and related documents, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements.

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22. Governing Law

This Agreement is governed by the laws of the State of South Carolina, without regard to its conflict of law provisions.

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23. Acceptance

By signing below or by engaging Agency’s Services, paying an invoice, or authorizing work under this Agreement, Client agrees to be bound by the terms of this Agreement.