DS MEDIA TERMS OF SERVICE AGREEMENT - MARKETING, ADVERTISING, AND BRANDING PRODUCTION AND DISTRIBUTION

This Terms of Service Agreement ("Agreement") is entered into by and between DS Media LLC ("DS
Media," "we," "our," or "us"), a media and marketing agency located at 184 Main Street, Suite F, Portland,
ME 04106, and the undersigned client ("Client," "you," or "your") for the provision of marketing and

advertising promotion and distribution services, including but not limited to social media content,

ad campaigns, brand identity production or revision, consultation, and more.

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By engaging our services, you agree to the following terms and conditions:

1. Scope of Services:

DS Media agrees to provide promotion and distribution services to Client,
including but not limited to editing photo, video, audio, and other media for online marketing
purposes. Scope is determined by the agreed terms proposed within your individual plan

working with DS Media.

2. Term and Renewal:

Agreements shall begin upon your acceptance of terms and shall automatically renew each month
until canceled. You agree to provide DS Media with at least 30 days' written notice for
cancellation of services. In the event of cancellation, any outstanding invoices shall be settled in
accordance with Section 4 below.

3. Ownership of material:

All media and promotional material created and edited by DS Media on behalf of the Client shall

remain the property of DS Media until payment for the relevant month's services is received.

Upon receipt of payment, ownership of all finalized media shall be transferred to the Client. DS Media

retains licensing rights to use the media for purposes related to promoting and generating business,

unless otherwise agreed upon in writing prior to agreement of these terms. Raw media footage, photo,

audio, or other various "unfinished" material is the sole property of DS Media. Client retains the right

to purchase rights their relevant raw media at any time.

4. Payment and Invoicing:

For all recurring services, Client agrees to be billed automatically on a recurring basis on

the same day of each month until the Agreement is canceled. Invoices will be sent electronically

to the Client's provided email address. Initial payment is due upon receipt of the invoice.

Failure to pay invoices in a timely manner may result in a suspension of services. Any outstanding

invoices upon cancellation of services must be settled within 15 days of cancellation.

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5. Additional Work and Fees:

Any work conducted outside the agreed-upon monthly scope of services may be subject to
additional fees. Prior to undertaking any additional work, DS Media will provide a cost estimate
to the Client for approval.

6. Price Guarantee:

The Client is guaranteed the quoted price for services as outlined in this Agreement for a period
of 90 days from the time of the initiated agreement. After this period, DS Media reserves the
right to adjust prices, with prior notification to the Client.

7. Revisions:

The Client is entitled to one free round of revisions for any and all material edited and created by
DS Media, provided the revisions are related to correcting editing inconsistencies or other related

errors. Other revisions may be subject to additional fees at the discretion of DS Media.

8. Confidentiality:

Both DS Media and the Client agree to maintain the confidentiality of any sensitive information
shared during the course of the project, including but not limited to business strategies,
marketing plans, proprietary information owned by either entity, and account information.

9. Operating in Good Faith:

DS Media is committed to operating in good faith with the goal of growing and expanding the
Client's business through marketing and advertising services. Our aim is to provide effective and
strategic solutions to enhance your presence and reach.

10. Indemnification:

Client agrees to indemnify and hold DS Media harmless from any claims, damages, losses, or
liabilities arising from the content provided by the Client for editing or distribution, as well as
any claims related to the use of edited media for marketing purposes.

11. Limitation of Liability:

DS Media shall not be held liable for any damages, including but not limited to lost profits,
business interruption, or consequential damages, arising from the use of our services.

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12. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the state of
Maine. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of
the state and federal courts located within the state of Maine.

13. Entire Agreement:

By accepting services provided by DS Media, you acknowledge that you have read, understood, and agreed to the terms
and conditions outlined in this Agreement.

DS MEDIA LLC
Address: 184 Main Street, Suite F, Portland, ME 04106
Email: info@drewsoucy.media
Phone: 207-420-4907