Service AgreementDraft

This Service Agreement (the “Agreement”) is entered into between Nolm Digital, a digital marketing and brand-scaling firm based in Pensacola, Florida (the “Agency”), and the undersigned client (the “Client”), collectively referred to as the “Parties.”

This Agreement governs the services described in the attached Statement of Work (“SOW”) and is effective as of the date of signature by both Parties (the “Effective Date”).

The Agency will provide the services outlined in the SOW, which may include but are not limited to: brand strategy and identity design, website design and development, local search engine optimization (SEO), content creation, social media management, and paid advertising. The final scope is defined and agreed upon collaboratively between the Parties.

Any work requested outside of the agreed SOW will be treated as a change order and may be subject to additional fees and timeline adjustments. Change orders must be mutually approved in writing (email acceptable) before work begins.

Specific deliverables, milestones, and target completion dates are defined in the SOW. The Agency will make commercially reasonable efforts to meet all agreed timelines. The Client acknowledges that timelines depend on timely feedback, content, and approvals from the Client.

Delays caused by the Client (including but not limited to late feedback, incomplete content, or unresponsive communication exceeding five (5) business days) may extend project timelines accordingly and do not constitute a breach by the Agency.

Fees for the services are specified in the SOW and are established through mutual agreement. Unless otherwise negotiated in the SOW, the following default terms apply:

• A 50% deposit is required before work commences on any project-based engagement. Deposits may be adjusted for established clients or phased engagements.
• The remaining balance is due upon delivery of the final approved work or per the milestone schedule defined in the SOW.
• Monthly retainers are billed on the 1st of each calendar month and are due within 7 days of invoice.
• Invoices not paid within 15 days of the due date may accrue a late fee of 1.5% per month on the unpaid balance.

Accepted payment methods include ACH bank transfer, major credit cards, and certified check. All fees are quoted in U.S. dollars and exclude applicable taxes. Alternative arrangements (installments, milestone billing, barter, equity) may be discussed on a case-by-case basis.

Each deliverable includes up to two (2) roundsof revisions based on consolidated Client feedback, unless otherwise specified in the SOW. Additional revisions beyond this allotment will be billed at the Agency's standard hourly rate of $95/hour, with the Client's prior approval.

Feedback must be consolidated and submitted through the agreed project channel (typically email or the Agency's project management tool). Conflicting feedback from multiple Client stakeholders is the responsibility of the Client to resolve before submission.

Upon full payment, the Client receives full ownership rights to all final, delivered creative assets produced specifically for the Client under this Agreement (including logos, written content, photography produced by the Agency, and final website design files).

The Agency retains ownership of: (a) pre-existing tools, templates, and methodologies used in the work; (b) third-party assets licensed for use within deliverables (subject to the terms of those licenses); and (c) the right to display non-confidential portions of the completed work in the Agency's portfolio and marketing materials. Portfolio usage may be restricted or delayed at the Client's written request.

The Client agrees to:

• Provide accurate business information, brand assets, and access credentials needed to perform the work.
• Respond to requests for feedback, approvals, and content within five (5) business days.
• Ensure all content, trademarks, and materials supplied to the Agency are legally owned or properly licensed by the Client.
• Make timely payments per the agreed schedule.
• Designate a single primary point of contact with authority to provide approvals and feedback.

The Agency will provide regular updates via the primary communication channel agreed in the SOW (typically email or a shared project workspace). Unless otherwise specified, the Agency will deliver a progress summary at least once every two (2) weeks during active engagements.

Standard response time to Client inquiries during business hours (Mon–Fri, 9am–5pm CT) is within one (1) business day. Expedited communication or after-hours support may be arranged under a separate agreement.

Both Parties agree to keep confidential any proprietary or non-public information shared during the course of this engagement, including business strategies, customer data, financial information, and trade secrets. This obligation survives the termination of this Agreement for a period of two (2) years.

A separate mutual Non-Disclosure Agreement (NDA) may be executed at either Party's request for engagements involving sensitive data.

Either Party may terminate this Agreement with fourteen (14) days' written notice. Upon termination:

• The Client shall pay for all services rendered through the termination date, including any work in progress.
• Deposits for project-based work are generally non-refundable, though refund terms may be negotiated for work not yet commenced.
• The Agency will deliver all completed work product that has been paid for in full.
• Either Party may terminate this Agreement immediately for material breach that remains uncured after fourteen (14) days' written notice.

The Agency warrants that all services will be performed in a professional, workmanlike manner consistent with industry standards. The Agency makes no guarantees regarding specific business outcomes, search rankings, traffic levels, conversion rates, or revenue, as these are influenced by factors outside the Agency's control.

To the maximum extent permitted by law, the Agency's total liability under this Agreement shall not exceed the total fees paid by the Client to the Agency in the three (3) months preceding the event giving rise to the claim. The Agency shall not be liable for any indirect, incidental, consequential, or punitive damages.

Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, power or internet outages, government actions, or third-party platform failures. The affected Party will provide prompt notice and resume performance as soon as reasonably practicable.

The Agency is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the Parties. Neither Party has authority to bind the other to any obligation without express written consent.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any disputes arising under this Agreement shall first be addressed through good-faith negotiation. If resolution cannot be reached within thirty (30) days, the dispute shall be resolved through binding arbitration in Escambia County, Florida. Venue and governing jurisdiction may be adjusted by mutual written agreement.

The Parties acknowledge that the terms of this Agreement are a starting point for discussion. Any term—including but not limited to fees, deposits, timelines, revision rounds, notice periods, and ownership rights—may be modified through good-faith negotiation prior to execution.

Once executed, any amendments must be made in writing and signed by both Parties to be effective. Side-letters, addenda, and amended SOWs are welcome and recommended for substantive changes.

This Agreement, together with any attached SOW and executed amendments, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or representations, whether oral or written.