Clear Expectations for Working With Vessel

1. Agreement, Scope, and Key Definitions

1.1 Parties and Business Use. This Master Services Agreement (the "MSA") is between Vessel Digital LLC, a New York limited liability company doing business as Vessel Digital Marketing ("Vessel"), and the business entity identified as the client in an accepted Service Confirmation ("Client"). Vessel and Client are each a "Party" and together the "Parties." This MSA applies only to business-to-business services and is not offered for personal, family, or household purposes.

1.2 Service Confirmation and Agreement. A "Service Confirmation" is a client-specific proposal, quote, checkout or payment-link page, statement of work, or other written deal summary that identifies this MSA by version and is signed or electronically accepted by Client. The binding agreement between the Parties (the "Agreement") consists of this MSA, each accepted Service Confirmation, and any data processing addendum, business associate agreement, or other addendum expressly incorporated into that Service Confirmation. No separate order form or service schedule is required. Each Service Confirmation is a separate engagement under this MSA.

1.3 Priority and Entire Scope. If documents conflict, a data processing addendum or business associate agreement controls only for its subject matter, followed by the applicable Service Confirmation, then this MSA. A Client purchase order is for administrative convenience only. Website copy, brochures, capability lists, sales presentations, examples, estimates, and oral statements are illustrative and nonbinding unless a specific promise or deliverable appears in an accepted Service Confirmation.

1.4 Definitions. "Client Accounts" means domains, social profiles, advertising accounts, analytics properties, payment accounts, and other accounts owned or directly funded by Client. "Client Data" means data submitted by or collected for Client, including lead, customer, end-user, transaction, and analytics data. "Client Materials" means Client's names, trademarks, logos, photographs, copy, product information, claims, and other materials supplied or approved by Client. "Deliverables" means the items expressly identified as deliverables in a Service Confirmation. "Services" means the development, CORE Performance, marketing, consulting, or other services identified in a Service Confirmation. "Third-Party Services" means platforms, software, hosting, content, APIs, plugins, media, and services not owned by Vessel. "Vessel Materials" means Vessel's pre-existing or reusable know-how, methods, processes, templates, libraries, code, components, tools, systems, documentation, and other technology. "Development Work Product" means website or application designs, code, configurations, systems, documentation, and other materials Vessel creates specifically in providing development Services, excluding Client Materials, Client Data, Client Accounts, Third-Party Services, Marketing Deliverables, and Vessel Materials. "Marketing Deliverables" means final client-specific copy, graphics, videos, and similar campaign content expressly delivered or published for Client.

2. Services and Changes

2.1 Scope and Performance. Vessel will provide only the Services and Deliverables expressly described in the applicable Service Confirmation. Anything not expressly included is outside scope. Vessel will perform the Services in a professional and workmanlike manner and may determine the personnel, sequence, location, tools, and methods used. Vessel may use qualified employees and subcontractors and remains responsible for their performance under the Agreement.

2.2 Timing and Dependencies. Timelines are estimates unless a Service Confirmation expressly identifies a firm deadline. Vessel is not responsible for delay caused by Client, a Third-Party Service, a change in scope, a force majeure event, or another dependency outside Vessel's reasonable control. Dates will be reasonably extended for such delay.

2.3 Changes and Additional Work. A change to scope, assumptions, Deliverables, timing, fees, or authorized expenses must be approved in writing by authorized representatives of both Parties. Approval may occur by signed amendment, revised Service Confirmation, or a clear email exchange. Vessel has no duty to begin changed or additional work before approval. Unless otherwise stated, approved additional work is billed at $150 per hour in fifteen-minute increments.

2.4 Unlawful, Unsafe, or Out-of-Scope Work. Vessel may refuse or stop work it reasonably believes is unlawful, deceptive, infringing, technically unsafe, harmful to a person or platform, outside agreed scope, or likely to violate a Third-Party Service's terms.

3. Service-Specific Terms

3.1 Applicability. Only the service-specific terms below that correspond to Services selected in a Service Confirmation apply. The Service Confirmation may modify a default in this Section by stating the change expressly.

3.2 Website and Application Development. The Service Confirmation will identify the material Deliverables, platform, features, assumptions, Client dependencies, fees, payment schedule, and any firm acceptance criteria. Unless expressly included, development excludes data migration, copywriting, photography, custom illustration, accessibility remediation or certification, legal review, ongoing SEO, training, and integrations not specifically listed.

Unless the Service Confirmation states otherwise, a project includes one initial design direction and up to two consolidated revision rounds before development. A revision round means one complete, nonconflicting set of feedback from Client's authorized representative. A new direction, repeated revisions, or changes after approval are additional work.

Client will provide final, accurate, publication-ready content and properly licensed assets. Client will approve or reject a submitted design, milestone, or Deliverable within five business days. A rejection must identify specific nonconformity with the written scope. If Client does not respond after one written reminder and two additional business days, the item is deemed accepted for scheduling and billing purposes.

Vessel will conduct reasonable functional testing on then-current versions of commonly used browsers and devices appropriate to the project. Client is responsible for business, content, workflow, and user-acceptance testing. Launch requires Client approval, payment of amounts then due, and completion of required domain, account, privacy, and content dependencies. A Deliverable is accepted on the earliest of Client's written acceptance, Client-authorized launch, productive use, or deemed acceptance under this Section.

3.3 CORE Performance. CORE Performance may include hosting or infrastructure coordination, monitoring, backups, security maintenance, platform updates, technical support, bug fixes, content changes, performance and conversion improvements, and ongoing enhancements, as applicable to the selected plan and platform. Vessel allocates effort using its professional judgment.

Unless the Service Confirmation states otherwise, CORE Performance includes up to five hours of eligible Vessel labor per billing month. Unused time expires and does not roll over, accumulate, convert to credit, or reduce the recurring fee. The fee also covers availability, infrastructure, systems, tools, monitoring, and reserved capacity and is not calculated solely by labor hours. Vessel is not required to provide itemized time reports.

Work beyond included time may be billed at $150 per hour in fifteen-minute increments, but Vessel will first provide notice, a reasonable estimate or quote, and obtain Client's written approval. Unless expressly included, CORE Performance excludes a new website or application, major redesign or replatforming, bulk migration, professional copywriting, custom photography or video, extensive graphic production, net-new complex integrations, marketing campaigns, legal or accessibility certification, remediation of a compromise predating the Service, and damage caused by Client or a third party.

Vessel will use commercially reasonable practices appropriate to the platform, but no backup, recovery point, restoration time, uninterrupted availability, or prevention of compromise is guaranteed. Client will maintain independent copies of irreplaceable Client Materials and exports when practical.

3.4 Marketing Services. Marketing Services may include SEO, social media management, paid advertising, content marketing, conversion-focused landing pages, lead capture, automated follow-up, revenue tracking, and related strategy expressly selected in the Service Confirmation. The Service Confirmation will state the monthly service level, deliverables or priorities, advertising budget, and any reporting cadence. If included time is stated, unused time expires monthly, and Vessel may allocate that time among selected channels based on its professional assessment, campaign needs, and Client priorities.

For public-facing content and campaigns, the Service Confirmation may select either "Client Preapproval" or "Standing Publication Authority." Under Client Preapproval, Vessel will not intentionally publish materially new content or launch materially new creative without approval. Under Standing Publication Authority, Client authorizes Vessel to publish content and make routine campaign changes within the approved strategy, brand materials, budget, and legal claims. If neither is selected, Standing Publication Authority applies. Client may revoke Standing Publication Authority in writing, subject to reasonable implementation time.

Client will respond to marketing approval requests within three business days or a shorter reasonable period identified for time-sensitive content. Delay may cause missed publication, campaign, promotion, or optimization windows and does not reduce recurring fees. Silence will not approve a materially increased budget, a new regulated claim, or a materially different offer.

Advertising spend is separate from Vessel's fees and should be billed directly to Client by the platform. Vessel will not intentionally configure a campaign budget above the amount Client authorized in writing. Client acknowledges that average daily budgets, auction conditions, learning periods, taxes, credits, and platform delivery adjustments may cause day-to-day variance. Client is responsible for maintaining valid payment methods and for lawful collection and use of customer lists, pixels, cookies, audiences, consent records, and conversion data.

Search engines, social platforms, directories, ad networks, and other providers control indexing, rankings, distribution, approvals, suspensions, account access, and policies. Vessel will provide reporting expressly stated in the Service Confirmation. If no cadence is stated, Vessel may provide periodic summaries at its discretion. Vessel does not guarantee rankings, traffic, reach, engagement, leads, sales, revenue, return on investment, platform approval, or uninterrupted placement.

4. Client Responsibilities, Approvals, and Delays

4.1 Cooperation and Access. Client will timely provide accurate information, content, decisions, approvals, access, personnel, and other dependencies reasonably needed for the Services. Client will designate a representative authorized to give instructions and approvals, and Vessel may rely on that representative until Client gives written notice of a replacement.

4.2 Credentials and Accounts. Client will use delegated access, role-based permissions, or secure credential sharing when available; maintain secure and current credentials and recovery methods; and promptly revoke access no longer needed. Client will not send regulated or highly sensitive information through insecure channels. Client is responsible for its users, Client Accounts, account recovery, and payment methods.

4.3 Client Materials and Business Claims. Client is responsible for the accuracy, legality, substantiation, and completeness of Client Materials and all claims, offers, prices, warranties, disclosures, policies, and instructions concerning Client's business, products, and services. Client will obtain all permissions and releases needed for names, likenesses, testimonials, music, images, data, and other materials it provides or directs Vessel to use.

4.4 Review and Compliance. Client will timely review Deliverables and approvals. Approval confirms Client's acceptance of factual content, business claims, legal disclosures, and brand treatment but does not waive a latent technical defect covered by an express warranty. Client is responsible for laws and regulations governing its business, end users, accessibility obligations, privacy notices, consent mechanisms, advertising claims, promotions, e-commerce, taxes, and record retention. Vessel does not provide legal, tax, accounting, accessibility-certification, or regulatory advice.

4.5 Regulated Data. Client will not provide or permit Vessel to access protected health information, payment card data beyond processor-hosted interfaces, biometric data, children's data, government identifiers, or other regulated sensitive data unless the Parties first sign the required addendum and approve an appropriate technical arrangement. Services are not HIPAA-enabled unless the Parties sign a business associate agreement.

4.6 Client Delay. If Client fails to provide a required dependency for ten business days, Vessel may pause the affected work, reassign personnel, adjust the schedule, and invoice completed work and committed fees. Restart timing depends on availability. If the delay continues for sixty days, Vessel may close the affected project for cause after notice; restarting may require a new Service Confirmation or reasonable restart fee.

4.7 Business Records. Vessel's ordinary business records, processor records, approvals, tickets, time records when maintained, and correspondence may be used to establish the Services requested, performed, approved, and billed. Vessel is not required to create itemized time reports for fixed-fee or recurring plans unless the Service Confirmation requires them.

5. Fees, Billing, Taxes, and Suspension

5.1 Fees and Refunds. Client will pay all one-time, recurring, hourly, usage-based, and other fees stated in the Service Confirmation. Except as expressly stated there or required by law, deposits and fees are nonrefundable, recurring fees are billed in advance, and fees are not reduced because Client does not use available Services. An installment schedule for a one-time project fee is a payment accommodation and does not make completed work refundable or convert the project into a cancellable monthly subscription.

5.2 Payment Authorization. Client will maintain a valid payment method with Vessel's payment processor and authorizes Vessel and the processor to charge amounts due under the Agreement, including recurring fees, approved overages, taxes, authorized expenses, and past-due balances. Vessel may not change the substantive price of a Service except through a Client-approved change or advance written notice that becomes effective no sooner than the end of Client's then-current thirty-day termination window. Taxes and usage or platform charges may vary without amendment.

5.3 Invoices and Disputes. Unless the Service Confirmation states otherwise, invoices are due within fifteen calendar days after the invoice date. Client must give a specific, good-faith written objection to a disputed charge within ten calendar days after receipt. The Parties will promptly work to resolve the dispute, and Client must timely pay all undisputed amounts.

5.4 Late Amounts and Collection. An overdue amount accrues a noncompounding late charge of 1.5% per month or the maximum lawful rate, whichever is less, from the due date until paid. Vessel may charge a $25 administrative fee when manual processing is reasonably required for an overdue invoice. Client will reimburse reasonable collection costs and attorneys' fees incurred to collect finally determined unpaid amounts.

5.5 Taxes and Outside Costs. Fees exclude sales, use, excise, and similar transaction taxes. Client will pay applicable taxes other than taxes on Vessel's net income. Client is responsible for advertising spend and Third-Party Service charges unless the Service Confirmation expressly includes them. Vessel will not incur a material unlisted expense for Client without prior written approval.

5.6 Suspension. Vessel may suspend affected Services, hosting, publication, support, access, or licenses if an undisputed amount remains unpaid five calendar days after written notice of delinquency. Vessel may suspend immediately when reasonably necessary to address unlawful use, a security threat, a platform violation, or material risk to Vessel, Client, an end user, or a third party. Suspension does not waive payment obligations or shorten a termination notice period. Restoration is subject to reasonable technical lead time and any approved reinstatement work.

5.7 Chargebacks and Setoff. Except for a good-faith disputed charge under Section 5.3, Client will pay amounts due without setoff, deduction, chargeback, or withholding. Client will first contact Vessel and allow a reasonable opportunity to address a billing concern before initiating a payment dispute. An improper chargeback is a material breach, and Vessel may provide the Agreement, acceptance record, communications, and service records to the payment processor or financial institution. This Section does not waive any right that cannot lawfully be waived.

6. Term, Termination, and Transition

6.1 MSA Term. This MSA begins when Client first electronically accepts a Service Confirmation that identifies this MSA, or otherwise electronically accepts this MSA, and continues until every Service Confirmation has ended and all surviving obligations are satisfied.

6.2 Month-to-Month Recurring Services. Every recurring Service is month-to-month. It begins on the service start date stated in the Service Confirmation, continues for an initial one-month service period, and renews for successive one-month periods until terminated under this Section. A one-time setup, implementation, or development fee does not create a fixed recurring-service term.

6.3 Termination for Convenience. Either Party may terminate a Service Confirmation for any reason by giving at least thirty calendar days' valid written notice. Termination takes effect at the end of the notice period or on a later date stated in the notice. Client remains responsible for recurring fees and other charges through the effective termination date. A billing date occurring during the notice period will be charged as scheduled, and recurring fees are not prorated because Client selected a termination date falling within a monthly service period. Vessel will continue the Services in the ordinary course during the notice period unless Client asks Vessel to stop earlier; an early stop does not shorten the notice period or reduce charges due.

6.4 One-Time Projects. Either Party may terminate a one-time development project on thirty days' written notice. Client remains responsible for deposits, completed milestones, work performed through the effective date, authorized expenses, and noncancellable commitments. Client does not owe unearned future project fees solely because of termination unless the Service Confirmation expressly ties a payment to a completed or deemed-accepted milestone.

6.5 Termination for Cause. Either Party may terminate an affected Service Confirmation if the other materially breaches it and fails to cure the breach within ten calendar days after written notice describing the breach. Vessel may suspend or terminate immediately for nonpayment as provided in Section 5.6, unlawful or abusive conduct, infringement, a material security threat, repeated platform violations, or conduct exposing Vessel or another person to material legal or operational risk.

6.6 Effect and Survival. On termination, Vessel will stop the affected Services on the effective date, and Client will pay all amounts accrued through that date. Licenses tied solely to a terminated development Service end as provided in Section 7. Payment, ownership, license restrictions, confidentiality, disclaimers, indemnification, limitations of liability, dispute resolution, and provisions that by their nature should survive will remain effective.

6.7 Valid Notice and Transition Conditions. Stopping payment, revoking payment authorization, requesting a transfer, or informally asking a project contact to stop work is not effective termination notice unless it satisfies Section 14.1 or Vessel expressly accepts it in writing. Vessel has no duty to perform transition work; transfer a website, application, license, or Vessel-controlled account; provide Vessel-controlled credentials or source materials; or assign Development Work Product unless Client gave valid notice, paid all amounts due and the applicable Buyout Fee, supplied a qualified destination, approved any additional transition work, and the applicable platform permits the transfer. Client's ownership of Client Data, Client Materials, and Client Accounts is not forfeited, but Vessel may withhold transition assistance and Vessel-controlled access while Client is in default to the extent permitted by law.

7. Ownership, Accounts, Licenses, and Buyout

7.1 Client Property. As between the Parties, Client owns Client Materials, Client Data, Client Accounts, and fully paid Marketing Deliverables. Client grants Vessel a nonexclusive, worldwide, royalty-free license during the Agreement to host, copy, modify, transmit, display, and otherwise use Client Materials and Client Data only as reasonably needed to provide the Services, secure systems, comply with law, and enforce the Agreement.

7.2 Vessel Property. As between the Parties, Vessel owns Vessel Materials and Development Work Product, including drafts, designs, code, configurations, systems, documentation, and other intellectual property created by Vessel for a website or application, except Client Property and Third-Party Services. Vessel Materials remain Vessel property even when incorporated into a Marketing Deliverable or other Deliverable. No ownership right transfers by implication, estoppel, payment alone, or delivery of access.

7.3 Operational License for Websites and Applications. While Client is current on payment and the recurring hosting, CORE Performance, or other Service associated with the applicable Development Work Product remains active, Vessel grants Client a limited, nonexclusive, nontransferable, nonsublicensable license to use the completed Development Work Product solely for Client's internal business and customer-facing operations. Client may not sell, license, distribute, reverse engineer, extract for another project, or permit a replacement provider to use Vessel-owned Development Work Product except through an approved buyout. Ending an unrelated Service does not terminate a license tied to a Service that remains active.

7.4 Buyout Option. After giving valid termination notice and satisfying Section 6.7, Client may purchase Vessel's transferable rights in completed custom Development Work Product for a one-time Buyout Fee of $5,000 for website-related Development Work Product or $25,000 for application-related Development Work Product, unless the Service Confirmation states a different amount. A development fee is not a Buyout Fee unless the Service Confirmation expressly says so.

7.5 Buyout Scope and Exclusions. After cleared payment of the Buyout Fee and execution of a short written assignment identifying the transferred materials, Vessel will assign its transferable ownership rights in the applicable completed Development Work Product. The assignment is prepared only when a buyout occurs and is not part of initial enrollment. Vessel Materials, generalized know-how, tools, templates, libraries, reusable code or components, Third-Party Services, open-source materials, stock assets, fonts, platform technology, and nontransferable rights are excluded. If excluded Vessel Materials are embedded and necessary to use the assigned work, Vessel will grant a perpetual, nonexclusive, worldwide, royalty-free license to use those embedded materials only as part of that work.

7.6 Post-Buyout Responsibility. A buyout does not include hosting, infrastructure, maintenance, updates, security, backups, support, migration, training, compatibility work, or warranties after transfer unless expressly included. Third-Party Services remain subject to their own terms and fees. Vessel does not guarantee that a platform will permit source-code delivery, account transfer, export, or continued operation, and Vessel is not responsible for later modifications or operation by Client or another provider.

7.7 Portfolio and Feedback. Unless a Service Confirmation says otherwise or the work is not public, Client grants Vessel a limited right to identify Client by name and logo and display public-facing Deliverables in Vessel's portfolio, proposals, awards submissions, and marketing. Vessel will not disclose Client Confidential Information or nonpublic performance data without permission. Vessel may use Client feedback without restriction if it does not identify Client or disclose Client Confidential Information.

8. Third-Party Services and Automated Tools

8.1 Third-Party Services. Third-Party Services are governed by their own terms, pricing, policies, availability, data practices, and technical limits. Client authorizes Vessel to configure and use approved Third-Party Services for Client and is responsible for their fees unless the Service Confirmation says otherwise. Vessel is not liable for a third party's acts, omissions, outages, policy changes, account decisions, security incidents, data loss, or discontinued features, but Vessel will provide reasonable assistance within scope.

8.2 Account Structure. Where practical, Client Accounts will be established in Client's legal name and funded directly by Client. If a platform requires Vessel to hold an account or license, Client receives only the rights that platform and Section 7 permit. Vessel-controlled administrative or backend credentials are not Deliverables unless expressly stated.

8.3 Automated and AI-Assisted Tools. Vessel may use automated and artificial-intelligence-assisted tools for research, drafting, analysis, design, coding, testing, and operations, subject to reasonable human review appropriate to the task. Vessel will not intentionally submit Client Confidential Information or regulated sensitive data to a publicly trained tool contrary to the Agreement. Client acknowledges that automated output may contain errors, require verification, not be unique, or not qualify for intellectual-property protection. Client may prohibit specified tools only through a written security instruction accepted by Vessel.

9. Confidentiality, Privacy, and Security

9.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by or for a Party that is marked confidential or should reasonably be understood as confidential, including business plans, prices, credentials, security information, source materials, customer information, and nonpublic technology. It excludes information the recipient can document was public without breach, lawfully known without restriction, lawfully received from a third party without duty, or independently developed without using the disclosure.

9.2 Use and Protection. The recipient will use Confidential Information only to perform or receive the Services, exercise rights, secure systems, comply with law, or enforce the Agreement. It will use at least reasonable care and disclose the information only to personnel, professional advisers, subcontractors, and providers who need it and are bound by appropriate duties. If legally compelled to disclose it, the recipient will, when legally permitted, give prompt notice and disclose only what is required.

9.3 Security and Incidents. Each Party will maintain reasonable administrative, technical, and physical safeguards appropriate to the information and its role. No system is completely secure. Vessel will notify Client without undue delay after confirming a security incident within Vessel's control that materially compromises Client Data and will provide reasonably available information for Client's response. Notice is not an admission of fault.

9.4 Data Processing and Return. Client determines the lawful basis, notices, permissions, retention, and instructions for Client Data. If law requires a data processing addendum, the Parties will execute it before regulated processing begins. After valid termination and full payment, Vessel will, on written request made within thirty days, provide a commercially reasonable export of Client Data then available to Vessel in a standard format supported by the platform. Vessel may retain records required by law, security records, routine backups, and records needed to establish or enforce the Agreement, subject to continuing confidentiality.

10. Warranties and Disclaimers

10.1 Authority. Each Party represents that it has authority to enter into the Agreement and perform its obligations. The person accepting for Client represents that the person is authorized to bind the identified business entity.

10.2 Limited Development Warranty. For thirty days after acceptance or production launch, whichever occurs first, Vessel warrants that a custom development Deliverable will materially conform to written acceptance criteria in the Service Confirmation when used as specified. Client's exclusive remedy is prompt re-performance or correction after timely, detailed notice. This warranty does not cover Client or third-party changes, unsupported environments, misuse, scope changes, content, Third-Party Services, or causes outside Vessel's reasonable control.

10.3 Client Warranty. Client represents that it has the rights, permissions, authority, notices, and lawful bases needed for Client Materials, Client Data, Client Accounts, instructions, audiences, and claims, and that their authorized use will not violate law, platform terms, or another person's rights.

10.4 No Results or Compliance Guarantee. Except for the express warranties in the Agreement, the Services, Deliverables, Development Work Product, hosting, backups, data, and results are provided "as is" and "as available." To the maximum extent permitted by law, Vessel disclaims implied or statutory warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, security, availability, error-free operation, and results. Vessel does not warrant legal or regulatory compliance, accessibility conformance, rankings, leads, revenue, data recovery, or that any backup will be available or complete.

11. Indemnification and Liability

11.1 Client Indemnity. Client will defend, indemnify, and hold harmless Vessel, its affiliates, and their personnel from a third-party claim, investigation, fine, loss, judgment, cost, or reasonable attorneys' fee arising from Client Materials, Client Data, Client Accounts, Client's products or services, Client's instructions, a claim by Client's customer or end user, Client's violation of law or platform terms, or Client's material breach of Sections 4, 7, or 10.3. This duty does not apply to the extent caused by Vessel's breach, gross negligence, or willful misconduct.

11.2 Vessel IP Indemnity. Vessel will defend Client from a third-party claim that completed custom Development Work Product created solely by Vessel and used as authorized infringes a United States copyright or trademark, and will pay damages finally awarded or included in a settlement Vessel approves. This duty excludes Client Materials, Third-Party Services, Client specifications or instructions, combinations or modifications not provided by Vessel, continued use after notice, and use outside the Agreement. Vessel may modify or replace the affected item, obtain continued-use rights, or terminate it and refund the portion of the applicable one-time fee reasonably attributable to it. This Section states Client's exclusive remedy for an infringement claim.

11.3 Indemnity Procedure. The indemnified Party must promptly notify the indemnifying Party, provide reasonable cooperation at the indemnifying Party's expense, and allow that Party to control the defense and settlement. Delay relieves the indemnifying Party only to the extent materially prejudiced. No settlement may admit fault by, impose nonmonetary obligations on, or restrict the indemnified Party without its written consent, not to be unreasonably withheld.

11.4 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT LIMIT CLIENT'S DUTY TO PAY AGREED FEES OR AMOUNTS OWED UNDER AN INDEMNITY FOR A THIRD-PARTY CLAIM.

11.5 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VESSEL'S AGGREGATE LIABILITY ARISING FROM AN AFFECTED SERVICE CONFIRMATION WILL NOT EXCEED: (A) FOR RECURRING SERVICES, THE FEES PAID OR PAYABLE TO VESSEL UNDER THAT SERVICE CONFIRMATION DURING THE SIX MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM; OR (B) FOR A ONE-TIME DELIVERABLE, THE FEES PAID TO VESSEL FOR THE SPECIFIC DELIVERABLE GIVING RISE TO THE CLAIM. THE CAP APPLIES IN THE AGGREGATE ACROSS ALL THEORIES AND CLAIMS.

11.6 Exceptions. Sections 11.4 and 11.5 do not limit liability to the extent it cannot lawfully be limited, or liability for a Party's fraud, willful misconduct, or gross negligence; death or personal injury caused by negligence; or Client's unauthorized use or misappropriation of Vessel's intellectual property. The Parties agree the fees reflect this allocation of risk and that the limitations apply even if a limited remedy fails of its essential purpose.

12. Relationship and Personnel

12.1 Independent Contractor. Vessel is an independent contractor and not Client's employee, partner, joint venturer, fiduciary, franchisee, or general agent. Except for the limited marketing authority in Section 3.4, neither Party may bind the other. Vessel is responsible for its personnel, methods, equipment, and taxes.

12.2 Non-Exclusivity. Unless a Service Confirmation expressly states otherwise, each Party may work with others, including competitors. Vessel will not use Client Confidential Information for another client.

12.3 Limited Non-Solicitation. During an active Service Confirmation and for twelve months afterward, neither Party will knowingly solicit for employment a person who is then an employee of the other Party and was materially involved in the Services. This does not prohibit general solicitations not targeted at that person or hiring someone who independently applies.

13. Dispute Resolution

13.1 Governing Law and Informal Resolution. New York law governs the Agreement without regard to conflict-of-law rules. Before starting arbitration or litigation other than emergency relief or collection of an overdue amount, a Party must send a written dispute notice describing the claim and requested relief. Authorized representatives will confer in good faith for at least thirty days after receipt.

13.2 Binding Arbitration. Except for matters in Section 13.3, a dispute arising out of or relating to the Agreement, including its formation, enforceability, breach, or termination, will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The Federal Arbitration Act governs this clause. There will be one arbitrator. The legal seat is Monroe County, New York. Hearings may occur remotely unless the arbitrator finds an in-person hearing necessary. The arbitrator may award any individual remedy a court could award, and judgment on the award may be entered in any court with jurisdiction.

13.3 Court Proceedings and Collection. Either Party may bring an eligible claim in small claims court or seek temporary or preliminary injunctive relief to protect confidential information, data, accounts, or intellectual property. Vessel may bring an action to collect overdue fees or enforce a personal guaranty in the state or federal courts located in Monroe County, New York, or in any court having personal jurisdiction over Client or a guarantor. For a court proceeding permitted here, each applicable Party consents to jurisdiction and venue and waives an objection based on inconvenient forum.

13.4 Individual Proceedings and Jury Waiver. DISPUTES MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT COMBINE CLAIMS OF DIFFERENT CLIENTS. FOR A DISPUTE HEARD IN COURT, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.5 Confidentiality and Fees. The Parties will keep nonpublic arbitration filings, evidence, hearings, and awards confidential except as needed to conduct the proceeding, enforce an award, comply with law, or consult professional advisers. Fees will be allocated under the applicable rules, and the arbitrator or court may award attorneys' fees and costs only when authorized by the Agreement or applicable law.

14. Notices and General Terms

14.1 Notices. A termination, breach, indemnity, dispute, or change-of-address notice must be in writing and delivered by email, nationally recognized overnight courier, or certified or registered United States mail. Vessel's notice address is Vessel Digital LLC, 2117 Buffalo Road #138, Rochester, NY 14624, and hello@vesseldm.com. Client's notice information appears in the Service Confirmation or electronic acceptance record. Email notice is received on the next business day after transmission if the sender receives no delivery-failure message. Courier or mail notice is received on documented delivery or refusal. Routine approvals and project communications may occur through ordinary email or another agreed project channel.

14.2 Assignment. Client may not assign the Agreement or transfer Vessel-owned Development Work Product without Vessel's prior written consent, except in a bona fide sale of substantially all assets to which the affected Services relate if the assignee assumes the Agreement in writing, is not a Vessel competitor, and is reasonably creditworthy. No assignment releases accrued obligations. Vessel may assign the Agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all of its business or assets.

14.3 Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil disorder, labor disruption, government action, utility or internet failure, cyberattack, or Third-Party Service outage. The affected Party will give reasonable notice and mitigate the effect. This does not excuse payment already due. If an event materially prevents an affected Service for more than thirty consecutive days, either Party may terminate that Service by notice.

14.4 Amendments and Versioning. An amendment must be in writing and signed or electronically accepted by authorized representatives of both Parties. Posting a new MSA online does not amend an existing Service Confirmation. A later MSA version applies only if a Service Confirmation identifies it or Client separately accepts it in writing.

14.5 Waiver, Severability, and Beneficiaries. A waiver must be in writing and applies only to the stated instance. Delay in enforcing a right is not a waiver. If a provision is unenforceable, it will be enforced to the maximum lawful extent or modified as little as necessary, and the remainder will remain effective. If the class waiver is unenforceable as to a particular claim, that claim will proceed in court and not in class arbitration. The Agreement benefits only the Parties and permitted successors and assigns, except indemnified persons may enforce applicable indemnity rights.

14.6 Construction and Entire Agreement. Headings are for convenience. "Including" means "including without limitation." "Written" and "in writing" include electronic records. The Agreement will be interpreted fairly and not against a Party merely because it drafted a provision. The Agreement is the complete agreement about its subject matter and supersedes prior or contemporaneous discussions, promises, proposals, and agreements about that subject matter.

15. Electronic Acceptance and Optional Personal Guaranty

15.1 Electronic Transactions. The Parties consent to electronic records, electronic delivery, and electronic signatures. A required checkbox, typed name, signature-platform action, or comparable electronic process adopted with intent to sign has the same effect as a handwritten signature. Copies and counterparts together form one instrument.

15.2 Client Acceptance. The Agreement becomes binding when Client completes an electronic acceptance process that conspicuously identifies this MSA Version 26.09.04 and the applicable Service Confirmation, provides access to both before acceptance, records Client's assent, and identifies the Client, signer, signer email, and acceptance time. By accepting for Client, the signer represents that the signer is authorized to bind Client. Vessel may accept through performance and need not separately countersign unless the Service Confirmation requires it. Payment without the required conspicuous assent does not by itself replace this acceptance process.

15.3 When the Personal Guaranty Applies. No owner, member, officer, employee, or signer is personally liable merely because that person owns Client or accepts the Agreement for Client. The following guaranty applies only if the Service Confirmation conspicuously states that a personal guaranty is required, identifies the guarantor by full legal name ("Guarantor"), and Guarantor separately accepts the guaranty in an individual capacity through a second required signature field, checkbox, typed-name action, or comparable electronic act.

15.4 Personal Guaranty of Payment. If properly activated under Section 15.3, Guarantor irrevocably, absolutely, and unconditionally guarantees the full and punctual payment of all fees, expenses, late charges, collection costs, and other monetary obligations Client owes under the identified Service Confirmation, its month-to-month renewals, and Client-approved changes (the "Guaranteed Obligations"). This is a guaranty of payment, not merely collection. If Client fails to pay a Guaranteed Obligation when due, Guarantor will pay it after written demand. Vessel need not first sue Client, exhaust remedies, file a bankruptcy claim, proceed against collateral, or pursue another guarantor.

15.5 Guaranty Scope and Changes. The guaranty does not automatically cover a later Service Confirmation or a material increase in scope or fees unless Guarantor separately accepts it in an individual capacity. Without releasing Guarantor, Vessel may grant reasonable payment extensions, accept partial payment, compromise with Client, or change nonmaterial administrative terms. Guarantor's obligation is not affected by Client's insolvency, bankruptcy, dissolution, lack of authority, or unenforceability of an obligation against Client, except to the extent the obligation is finally determined not to exist. Nothing waives rights available in Guarantor's own bankruptcy case.

15.6 Revocation and Enforcement. Guarantor may revoke the guaranty for future Service Confirmations by giving thirty days' notice under Section 14.1. Revocation does not affect obligations arising under a Service Confirmation accepted before the revocation effective date, including renewals and the applicable termination notice period. Guarantor will reimburse Vessel's reasonable attorneys' fees and costs incurred to enforce the guaranty to the extent permitted by law and finally awarded or agreed. Sections 13 through 15 apply to Guarantor as if Guarantor were a Party.

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