Master Service Agreement

1. The agreement

This Master Services Agreement (the “Agreement”) is between Peacock Studios, LLC, a Florida limited liability company (“Peacock Studios,” “we,” “us”) and the client identified in an accepted Proposal (“Client,” “you”).

This Agreement sets the terms that apply to all work we perform for you. The specific work, deliverables, fees and timeline for each engagement are described in a written proposal, statement of work or order form (each, a “Proposal”). Each accepted Proposal incorporates this Agreement by reference and together they form a binding contract.

Order of precedence. If a Proposal conflicts with this Agreement, the Proposal controls for that engagement, but only where it expressly addresses the conflicting term.

2. Acceptance

A Proposal becomes binding when you accept it, which you may do by approving it electronically through the link or form we provide, signing it, or paying the deposit or first installment stated in it.

Electronic approval, including a typed name submitted through our proposal page, is intended to be a legally binding signature under the Florida Electronic Signature Act and the federal E-SIGN Act. We record the date, time and submitted details of each approval.

3. Services

3.1 Scope. We will perform the services described in the accepted Proposal (the “Services”) with reasonable skill and care, in a professional manner consistent with industry standards.

3.2 Assumptions and exclusions. Each Proposal states the assumptions it is priced on and what is excluded. Anything not described in the Proposal is out of scope.

3.3 Change orders. If you request work outside the agreed scope, or if an assumption in the Proposal proves incorrect, we will tell you before proceeding and provide a written estimate. Additional work is performed only after you approve it in writing (email is sufficient) and is billed at the rate stated in the Proposal or, if none is stated, at our then-current hourly rate of $125 per hour.

3.4 Revisions. Revision rounds included in a Proposal are stated there. Revisions beyond those rounds, and revisions that reverse previously approved work, are billed hourly.

3.5 Scheduling. Work is scheduled when payment of the deposit is received. Timelines stated in a Proposal are estimates that assume timely feedback, approvals and materials from you. Delays on your side move the schedule by at least the length of the delay, and may move it further if it disrupts resourcing of other client work.

3.6 Subcontractors. We may use subcontractors or vendors to perform portions of the Services. We remain responsible for their work.

4. Your responsibilities

You agree to:

• designate a primary contact authorized to give direction and approvals, and name any additional stakeholders required for sign-off, billing and technical access;
• provide feedback, approvals, content and access to systems, accounts, domains and hosting within a reasonable time, generally five business days unless a Proposal says otherwise;
• ensure that content, images, trademarks, data and other materials you provide (“Client Materials”) are accurate and that you hold the rights to use them;
• maintain your own accounts with third-party platforms where required, and keep them in good standing; and
• perform any legal, regulatory or compliance review of published content.

If you do not meet these responsibilities and the engagement stalls for 30 days or more, we may invoice work completed to date and re-schedule the remainder when you are ready. Re-scheduling is subject to availability.

5. Fees and payment

5.1 Fees. Fees are stated in the Proposal, as a fixed fee, an hourly estimate, a monthly retainer, or a combination.

5.2 Fixed fee. Fixed-fee work is billed in installments as scheduled in the Proposal. Work on each phase begins when the installment tied to it is received.

5.3 Hourly work. Hourly work is billed monthly, in arrears, in quarter-hour increments. Estimates are not caps unless the Proposal states a not-to-exceed amount.

5.4 Retainers and subscriptions. Monthly retainer or subscription fees are billed in advance on the first of each month, for the term stated in the Proposal. Unused hours or deliverables do not roll over beyond the month unless the Proposal says otherwise. After the initial term, a retainer continues month to month until either party gives 30 days’ written notice.

5.5 Third-party costs. Platform fees, licenses, hosting, stock media, advertising spend and similar third-party costs are not included in our fees. Where practical, you contract and pay those vendors directly. If we pay them on your behalf, we invoice them at cost plus any administrative fee stated in the Proposal or quoted to you before we incur the cost. Payment is due on the same terms as our fees.

5.6 Invoices and late payment. Invoices are due net 15 days from the invoice date unless the Proposal states otherwise. Past-due amounts accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by Florida law, whichever is less. We may suspend Services and withhold deliverables, credentials and launches while an invoice is more than 15 days past due, and we are not responsible for the consequences of a suspension caused by non-payment.

5.7 Taxes. Fees are exclusive of sales, use and similar taxes. You are responsible for any such taxes other than taxes on our income.

5.8 Expenses. Pre-approved travel and out-of-pocket expenses are billed at cost.

6. Term and termination

6.1 Term. This Agreement begins on the date of your first accepted Proposal and continues until terminated.

6.2 Termination for convenience. Either party may terminate an engagement on 15 days’ written notice. On termination you pay for all Services performed and all commitments made on your behalf through the effective date, including work in progress on the current phase. Amounts already paid for work performed are non-refundable. A deposit is non-refundable once work has begun.

6.3 Termination for cause. Either party may terminate immediately if the other materially breaches this Agreement and does not cure the breach within 10 business days of written notice. Non-payment is a material breach.

6.4 Effect of termination. On termination and once all outstanding amounts are paid, we will deliver work product completed to that point in the formats then available, and transfer accounts and credentials that belong to you. Work product for which payment has not been received remains our property.

7. Intellectual property

7.1 Deliverables. On receipt of full payment for the engagement, we assign to you all right, title and interest in the final deliverables created specifically for you under the Proposal, excluding the Peacock Studios Materials described below and any third-party materials.

7.2 Peacock Studios Materials. We retain ownership of everything we bring to or develop outside the engagement, including our design systems, component libraries, code libraries, frameworks, templates, scripts, tooling, processes and know-how (“Peacock Studios Materials”), including improvements made during the engagement. Where Peacock Studios Materials are embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use, modify and display them as part of that deliverable. You may not extract, resell, sublicense or distribute Peacock Studios Materials on their own.

7.3 Third-party materials. Fonts, stock media, plugins, platform subscriptions and open-source components are licensed under their own terms and are not assigned to you. We will tell you which are required and their license terms, and you are responsible for maintaining those licenses after handoff.

7.4 Preliminary work. Concepts, drafts and alternatives not selected remain our property.

7.5 AI-assisted work. We may use artificial intelligence tools in producing deliverables, including for drafting, research and generated media. Any AI-generated media used in a deliverable is identified to you and is subject to your approval before publication. Rights in AI-generated material may be limited or unprotectable under applicable law, and we do not warrant that such material is eligible for copyright protection.

7.6 Client Materials. You retain ownership of Client Materials and grant us a license to use them as needed to perform the Services.

7.7 Portfolio rights. We may identify you as a client and display the work in our portfolio, case studies and marketing, including screenshots and a description of results, unless you tell us in writing not to. We will not disclose your Confidential Information in doing so.

8. Confidentiality

Each party may receive non-public information from the other (“Confidential Information”). Each party will use the other’s Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it to third parties other than employees, contractors and advisors who need it and are bound by similar obligations. These obligations do not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is required to be disclosed by law. They continue for three years after the engagement ends, and indefinitely for trade secrets.

9. Data, privacy and regulated information

9.1 No regulated data by default. Unless a Proposal expressly says otherwise, the Services do not involve the collection, storage, processing or transmission of protected health information (PHI) under HIPAA, cardholder data under PCI DSS, or similar regulated data. You will not place such data into systems we build or provide unless we have agreed in writing to support it.

9.2 HIPAA. We are not a business associate and no business associate agreement is in effect unless separately executed. If an engagement requires one, it is scoped and priced separately.

9.3 Compliance. You are responsible for your obligations under privacy, marketing and industry regulations applicable to your business, including consent and disclosure requirements on your website and in your campaigns.

10. Warranty and disclaimers

10.1 Workmanship warranty. For 60 days after launch or final delivery of a deliverable, we will correct defects in our work at no charge, meaning the deliverable fails to function substantially as described in the Proposal. A defect is measured against the Proposal, not against expectations that were not documented in it: a difference between how a feature works and how you expected it to work is a change request under Section 3.3, not a defect. This warranty does not cover changes you or third parties make, changes in third-party platforms, browsers or integrations, issues originating in systems, data, content or code we did not build, new feature requests, or content changes. Software of any complexity carries a normal level of issues that emerge from conditions no party could reasonably know at the time of the estimate; where an issue falls outside this warranty, we will tell you before performing billable work on it.

10.2 No guarantee of results. Search rankings, traffic, visibility in AI-generated answers, conversion rates, lead volume and revenue depend on factors outside our control, including search engine and platform algorithms, competitor activity, your market and your own operations. We do not guarantee any specific result, position, ranking, traffic level or business outcome, and nothing in a Proposal, projection or estimate is a promise of results.

10.3 Third-party platforms. We do not control third-party platforms and services and are not responsible for their availability, pricing changes, policy changes, defects or discontinuation.

10.4 Disclaimer. Except as expressly stated in this Agreement, the Services and deliverables are provided “as is,” and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

11. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, or loss of goodwill, even if advised of the possibility.
• Our total aggregate liability arising out of or related to an engagement will not exceed the total fees you paid us under the Proposal giving rise to the claim during the twelve months preceding the event.

These limits do not apply to your payment obligations, either party’s confidentiality breaches, or a party’s gross negligence, willful misconduct or fraud.

12. Indemnification

12.1 By you. You will defend, indemnify and hold us harmless from third-party claims arising out of Client Materials, content you approve for publication, your products and services, or your breach of this Agreement, including claims that Client Materials infringe intellectual property or violate any law.

12.2 By us. We will defend, indemnify and hold you harmless from third-party claims that deliverables we created for you, excluding Client Materials and third-party materials, infringe a U.S. intellectual property right, provided you notify us promptly and allow us to control the defense. If a deliverable is found to infringe, we may modify it, replace it, or refund the fees paid for it.

13. Relationship of the parties

We are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Each party is responsible for its own personnel, taxes and expenses.

Non-solicitation. During an engagement and for twelve months afterward, you agree not to solicit for employment or engagement any Peacock Studios employee or contractor who performed Services for you, without our written consent.

14. General

14.1 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, hurricanes, outages, platform failures, labor disputes and government action. The affected party will notify the other and resume performance as soon as practicable.

14.2 Assignment. Neither party may assign this Agreement without the other’s written consent, except to a successor in connection with a merger or sale of substantially all assets.

14.3 Notices. Notices must be in writing and sent to the email addresses the parties designate, with delivery deemed effective on the business day sent. Notices of termination or breach must also be sent by mail or a nationally recognized courier.

14.4 Entire agreement. This Agreement and the accepted Proposals are the entire agreement between the parties on their subject matter and supersede prior discussions and proposals. Purchase orders, vendor portals and similar client documents have no effect on these terms even if we acknowledge them.

14.5 Amendment. Amendments must be in writing and agreed by both parties. We may update this Agreement for future Proposals by posting a revised version; the version in effect when a Proposal is accepted governs that engagement.

14.6 Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.

14.7 Survival. Sections on fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and general terms survive termination.

14.8 Governing law and venue. This Agreement is governed by the laws of the State of Florida without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Pasco County, Florida.

14.9 Dispute resolution. Before filing suit, the parties will attempt to resolve any dispute through good-faith discussion between their principals for 15 days, and then through mediation in Pasco County, Florida, with costs shared equally.

14.10 Attorneys’ fees. In any action to enforce this Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees and costs.

14.11 Counterparts. This Agreement may be executed in counterparts and by electronic signature.