Legal Agreements

This Development Agreement is entered into as of the purchase date, by and between Media Giant Design, LLC, a Florida limited liability company d/b/a "Media Giant Design" ("MGD"), and Customer ("Client").

Scope

MGD agrees to provide Client with development services set forth in the "Scope of Work" attached as Exhibit A and incorporated herein by reference. Said services shall be referred to as the "Work" throughout this agreement.

Compensation

Client shall pay MGD the fees and costs set forth in the project quote / invoice / online ordering system. If Client fails to pay invoices within seven (7) days of receipt, MGD may cease all work until the account is brought current; successive instances of late payment shall be cause for breach and termination. On all flat-rate agreements, final payment is due upon acceptance of the Work; failure to accept the Work within five (5) days of delivery shall be deemed acceptance, and all monies remaining due become immediately payable. Work performed beyond the Scope of Work shall be charged at the quoted hourly rate unless agreed otherwise in writing.

Change of Scope

Any substantive change to the Scope of Work shall require a change to the Scope of Work and may incur additional fees and/or costs. Client shall submit a written proposal specifying the desired changes; MGD will respond with an Amended Scope of Work. Client has three (3) days from receipt to accept or reject in writing. Acceptance amends this Agreement; rejection causes the parties to continue under the initially agreed Scope of Work.

Timeframe for Delivery

A schedule for delivery of the Work shall be set forth in the Scope of Work. Client acknowledges that while MGD will utilize its best efforts to adhere to the timeframe, MGD can make no guarantee that the Work will be delivered in accordance with the schedule.

Term and Termination

This Agreement commences on the date it is executed and continues until full performance by both parties, or until earlier terminated by one party. Each party may terminate by written notice if the other has materially breached an obligation and the breach remains uncured for fifteen (15) days after written notice. If MGD terminates for Client's default, Client shall cease use of all materials, deliver all copies within 10 days, and all amounts payable become immediately due. Either party may terminate at any time prior to the next renewal date; in the event of termination by Client, Client agrees to pay all amounts due through the date of termination plus a termination fee of $250 and 100% of the remaining balance.

Ownership of the Work

Excluding any creative materials specifically provided by Client, the Work — including all software, domains, hosting, content, intellectual property, or other custom items developed by MGD — shall fully remain the property of MGD until the Scope of Work is complete and Client has fully satisfied all financial obligations. Upon completion and satisfaction, MGD shall transfer ownership of the Work to Client. MGD maintains ownership of certain software developer tools and may transfer a nonexclusive license as necessary for the proper operation of the Work.

Confidentiality

Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement, except where reasonably necessary to attorneys, financial advisors, or accountants, or as required by law. Each party will safeguard the other party's Confidential Information with the same degree of care it uses to protect its own, and the parties will maintain the confidentiality of all confidential and proprietary information learned pursuant to this Agreement for five (5) years from the date of termination.

Warranties, Liability and Indemnification

THE WORK IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MGD DOES NOT WARRANT THAT THE OPERATION OF THE WORK WILL BE CONTINUAL, UNINTERRUPTED OR ERROR FREE. In no event shall MGD be liable for lost profits or special or consequential damages, and MGD's total liability shall not exceed the total amount of fees paid by Client. Client shall indemnify MGD against all claims, liabilities, and costs of defending any third-party claim arising out of the use of the Work.

Assignment

Neither party may assign or transfer its rights or delegate its obligations without the other party's prior written consent, which will not be unreasonably withheld. This Agreement is binding upon the successors and assigns of the parties.

Entirety, Severability and Waiver

This Agreement, along with its Exhibits, constitutes the final, complete, and exclusive understanding between the parties and supersedes all previous agreements. It may not be modified except in a writing signed by an authorized officer of each party. If any provision is held invalid, it shall be severed without affecting the other provisions. The failure of either party to enforce any provision is not a waiver of that provision.

Notices

Notices required under this Agreement shall be effective when received, and are sufficient if given in writing, hand-delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail (return receipt requested), or sent by overnight courier. To MGD: Media Giant Design, 108 N Depot Drive, #201, Fort Pierce, FL 34950.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any dispute shall be heard in a court of competent jurisdiction in St. Lucie, Florida, and the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

This Agreement is entered into as of the purchase date, by and between Media Giant Design, LLC, a Florida limited liability company d/b/a "Media Giant Design" ("MGD"), and Customer ("Client").

Scope

MGD agrees to provide Client with marketing services set forth in the "Product / Service" attached as Exhibit A and incorporated herein by reference. Said services shall be referred to as the "Work" throughout this agreement.

Compensation

Client shall pay MGD the fees and costs set forth in the proposal / invoice / online ordering system. If Client fails to pay invoices by the due date, MGD may cease all work until the account is brought current; successive instances of late payment shall be cause for breach and termination.

Term and Termination

This Agreement commences on the date it is executed and continues until full performance by both parties, or until earlier terminated by one party. Each party may terminate by written notice if the other has materially breached an obligation and the breach remains uncured for fifteen (15) days after written notice. If MGD terminates for Client's default, Client shall cease use of all materials, deliver all copies within 10 days, and all amounts payable become immediately due. Either party may terminate at any time prior to the next renewal date; in the event of termination by Client, Client agrees to pay all amounts due through the date of termination plus a termination fee equal to 1 month of service in addition to any remaining balance.

Ownership of the Work

Excluding any material specifically provided by Client, or creative materials (media files) paid for by the client, the Work — including all software, content, intellectual property, or other custom items developed by MGD — shall fully remain the property of MGD upon termination.

Confidentiality

Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement, except where reasonably necessary to attorneys, financial advisors, or accountants, or as required by law. Each party will safeguard the other party's Confidential Information with the same degree of care it uses to protect its own, and the parties will maintain the confidentiality of all confidential and proprietary information learned pursuant to this Agreement for five (5) years from the date of termination.

Warranties, Liability and Indemnification

THE WORK IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event shall MGD be liable for lost profits or special or consequential damages, and MGD's total liability shall not exceed the total amount of fees paid by Client. Client shall indemnify MGD against all claims, liabilities, and costs of defending any third-party claim arising out of the use of the Work.

Assignment

Neither party may assign or transfer its rights or delegate its obligations without the other party's prior written consent, which will not be unreasonably withheld. This Agreement is binding upon the successors and assigns of the parties.

Entirety, Severability and Waiver

This Agreement, along with its Exhibits, constitutes the final, complete, and exclusive understanding between the parties and supersedes all previous agreements. It may not be modified except in a writing signed by an authorized officer of each party. If any provision is held invalid, it shall be severed without affecting the other provisions.

Notices

Notices required under this Agreement shall be effective when received, and are sufficient if given in writing, hand-delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail (return receipt requested), or sent by overnight courier. To MGD: Media Giant Design, 108 N Depot Drive, 1st Floor, Fort Pierce, FL 34950.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any dispute shall be heard in a court of competent jurisdiction in St. Lucie, Florida, and the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

Description of Service

Media Giant Design provides a web-based application ("SMS Tool") and management services for sending SMS campaigns (the "Service"). Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. The Service is provided on an "AS-IS" basis, and Media Giant Design assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service, and access and subsequent usage may involve third-party fees (such as the cost of actually sending or receiving SMS messages).

SMS Campaign Conduct

A. Responsibility. You, and not Media Giant Design, are entirely responsible for all information, data, text, photographs, graphics, audio, video, messages, or other materials ("Content") that you upload, post, transmit, or otherwise make available via the Service. Media Giant Design is solely a facilitator of the SMS message traffic and has no visibility into or control over individual messages. Media Giant Design may use programmatic means to pre-screen your messages and block your campaigns or account due to message keywords that may violate an applicable rule, regulation, or law.

B. Content Agreement. You agree to not use the Service to upload, post, transmit, or otherwise make available: any illegal contests or gambling, unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; any adult Content or Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or objectionable; any material containing software viruses or code designed to interrupt, destroy, or limit the functionality of any mobile device; to impersonate any person or entity; to forge headers or manipulate identifiers to disguise the origin of Content; to "stalk" or harass another; or to collect or store personal data about other users. You may not send text messages to any consumer that could be considered marketing material.

C. Acknowledgement. You acknowledge that Media Giant Design may or may not pre-screen Content, but that Media Giant Design and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content. You acknowledge, consent, and agree that Media Giant Design may access, preserve, and disclose your account information and Content if required by law or in a good-faith belief that such action is reasonably necessary to comply with legal process, enforce this Agreement, respond to third-party claims, respond to customer service requests, or protect the rights, property, or personal safety of Media Giant Design, its users, and the public.

D. Guarantee. You guarantee that the subscribers in your account have granted you express consent to send them messages of the type you intend to send. If Media Giant Design suspects subscribers have not given express consent, we reserve the right to request a written explanation, including the method of collecting phone numbers and a signed guarantee that all people on your subscriber list agreed to receive text messages. Media Giant Design reserves the right to take any appropriate action in the case of non-compliance, including cancellation of the account.

E. Use of the Service. You shall use the Service in compliance with all governing laws, regulations, and rules.

F. Marketing. You agree that you shall not send text messages to any consumer that could be considered marketing material. Any texts sent using the Media Giant Design software or platform shall be transactional messages or directly related to a political campaign. You authorize Media Giant Design to review any of your messages prior to sending to consumers.

Indemnity

You agree to indemnify and hold Media Giant Design, and its subsidiaries, affiliates, officers, agents, attorneys, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, your use of the Service, your connection to the Service, your violation of this Agreement, your violation of any rights of another, or your violation of any law.

General Practices Regarding Use and Storage

You acknowledge that Media Giant Design may establish general practices and limits concerning use of the Service, but that Media Giant Design has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service.

Modifications to Service

Media Giant Design reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Media Giant Design shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

The Media Giant Design Acceptable Use Policy ("AUP") is provided to give our customers and users a clear understanding of what Media Giant Design expects of them while using the service. All users of Media Giant Design's Internet services — those who access some of our Services but do not have accounts, as well as those who pay a service fee to subscribe — must comply with this AUP and our TOS. Use of Media Giant Design's Services constitutes acceptance and agreement to the AUP and TOS.

We support the uncensored flow of information and ideas over the Internet and do not actively monitor subscriber activity under normal circumstances. However, in accordance with our TOS, we may remove any materials that, in our sole discretion, may be illegal, may subject us to liability, or may violate this AUP. Your violation of this AUP may result in the suspension or immediate termination of your account without prior notice.

Violations of the Acceptable Use Policy

The following constitute violations of this AUP:

• Illegal use: Our services may not be used for illegal purposes or in support of illegal activities.
• Harm to minors: Use of the service to harm, or attempt to harm, minors in any way, including child pornography.
• Threats: Transmitting any material that threatens or encourages bodily harm or destruction of property.
• Harassment: Transmitting any material that harasses another.
• Fraudulent activity: Making fraudulent offers to sell or buy products, items, or services, or advancing any financial scam such as "pyramid schemes," "ponzi schemes," or "chain letters."
• Forgery or impersonation: Adding, removing, or modifying identifying network header information to deceive or mislead, or attempting to impersonate any person.
• SPAM: Transmitting any unsolicited commercial or unsolicited bulk e-mail is expressly prohibited and results in immediate termination. We do not allow commercial e-mail to be sent to more than 1,000 users per day at a rate of 250 messages every 30 minutes.
• E-mail / News Bombing: Malicious intent to impede another person's use of electronic mail services or news results in immediate termination.
• E-mail / Message Forging: Forging any message header, in part or whole, of any electronic transmission originating or passing through the service is a violation.
• Unauthorized access: Using the service to access, or attempt to access, the accounts of others, or to penetrate security measures, is expressly prohibited and subject to immediate termination.
• Copyright or trademark infringement: Transmitting any material that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any third party.
• Collection of personal data: Collecting, or attempting to collect, personal information about third parties without their knowledge or consent.
• Network disruptions: Any activity that affects the ability of other people or systems to use our Services or the Internet, including "denial of service" attacks.
• Distribution of viruses: Intentional distribution of software that causes damage, harassment, or annoyance to persons, data, or computer systems is prohibited and results in immediate termination.
• Third-party accountability: Subscribers are held responsible and accountable for any activity by third parties using their account that violates this AUP.

Account Security

You are responsible for any misuse of your account, even if the inappropriate activity was committed by a friend, family member, guest, or employee. Your password provides access to your account; it is your responsibility to keep it secure. Sharing your password and account access with unauthorized users is prohibited. You must adopt adequate security measures to prevent or minimize unauthorized use of your account, and you may not attempt to circumvent user authentication or security of any host, network, or account.

Reporting Violations

Anyone who believes there is a violation of this AUP should direct the information to the Abuse Department at support@mediagiantdesign.com. If available, please provide the IP address used, the date and time of the alleged violation (including time zone), and evidence of the alleged violation. Media Giant Design may take any one or more of the following actions: issue written or verbal warnings, suspend posting privileges, suspend or terminate the account, bill for administrative costs, or bring legal action.

Revisions to This Policy

Media Giant Design reserves the right to revise, amend, or modify this AUP, our TOS, and our other policies and agreements at any time and in any manner. Notice of any revision will be posted in accordance with our TOS.

Your privacy is important to us. It is Media Giant Design's policy to respect your privacy regarding any information we may collect while operating our website. Accordingly, we have developed this privacy policy in order for you to understand how we collect, use, communicate, disclose, and otherwise make use of personal information.

• We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
• Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
• We will collect and use personal information solely for fulfilling those purposes specified by us and for other ancillary purposes, unless we obtain the consent of the individual concerned or as required by law.
• Personal data should be relevant to the purposes for which it is to be used and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
• We will protect personal information by using reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use, or modification.
• We will make readily available to customers information about our policies and practices relating to the management of personal information.
• We will only retain personal information for as long as necessary for the fulfilment of those purposes.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained. Media Giant Design may change this privacy policy from time to time at Media Giant Design's sole discretion.