Please note that this Master Service Agreement (MSA) is subject to change without notice.

1. CLIENT ASSUMPTIONS

1.1. Time is of the Essence. The Client will provide approvals and be available for meeting in a timely fashion. Any delays in approvals will result in possible impact to the timeline and effectiveness of the program.

1.2. Passwords and User IDs. The Client will provide any credentials or account access required for completion of the scope outline in the Statement of Work (“SOW”).

1.3. Approvals. The Client is responsible for final QA and approvals of all services.

1.4. Scope. This Feels Right (“TFR”) understands that priorities shift and the scope of the project can evolve. TFR will provide clear communication if changing requirements cause an increase in scope or the budget.

2. FEES & PAYMENT

2.1. Fees. Customer shall pay all fees as specified on the applicable SOW. Except as otherwise specified in this Agreement or in an SOW: (a) fees are based on TFR services purchased (b) payment obligations are non-cancelable, (c) fees paid are non-refundable and (d) changes in the scope cannon decrease the overall fees paid to TFR during the term of the SOW.

2.2 Expenses. Approved expenses, if any, will be billed to the Client. Expenses may include, but are not limited to, stock photography, software licensing, plugins, equipment rental, or reasonable travel expenses.

2.3. Payment Terms. All payments shall be made in U.S. dollars on receipt of invoice, unless otherwise specified in the applicable SOW. Client shall be responsible for all sales, use, GST, value-added withholding or similar taxes or levies, whether domestic or foreign, except taxes based on the net income of TFR. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due.

2.4. Suspension of Service; Reconnection Fees. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, TFR reserves the right to suspend services without liability to Customer, until such amounts are paid in full.

3. TERM AND TERMINATION

3.1. Term: This Agreement commences on the Effective Date outlined in the Statement of Work (SOW) and, unless terminated earlier pursuant to the provisions of this Agreement, will conclude upon the expiration or termination of all associated SOWs. Should work persist beyond the termination date without explicit instruction from the client to halt activities, it will proceed on a month-to-month basis, with fees aligned with the most recent engagement.

3.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party.

3.3. Effect of Termination. Upon any termination of this Agreement, TFR shall immediately cease any and all use of, and access to, Client’s systems and portals and will delete any and all copies of any Client specific documentation, passwords or access codes and any other Confidential Information (as defined below) in its possession. Client acknowledges that following termination Client shall have no further access to any TFR services. Termination of this Agreement is not an exclusive remedy and the exercise of either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. TFR shall have no liability from any termination of any service or termination of this Agreement in accordance with the terms of this Agreement.

3.4. Survival. The following Sections shall survive any expiration or termination of this Agreement: 2.2 (General Restrictions), 3 (Customer Data), 4 (Ownership), 5.2 (Subscription Fees), 5.3 (Payment Terms), 6 (Term and Termination), 7.2 (Warranty Disclaimer), 9 (Limitation of Remedies and Damages), 10 (Indemnification), 11 (Confidential Information), and 12 (General Terms).

4. INTELLECTUAL PROPERTY OWNERSHIP

4.1. Ownership. Subject to the limitations set forth in Section 4.2 of this Agreement, all

campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, computer programs or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by TFR shall be the property of the Client provided: (1) such Work Product is accepted by the Client within two (2) months of being proposed by TFR; and (2) Client has

paid all fees and costs associated with creating, or, where applicable, producing such Work Product. Work Product that does not meet the two foregoing conditions shall remain the TFR’s property. Subject to the foregoing conditions, all title and interest to Work Product shall vest in Client as “works made for hire” within the meaning of the United States copyright laws. To the

extent that the title to any such Work shall not be considered a work made for hire pursuant to law, TFR transfers and assigns its rights in such Work to Client upon the fulfillment of conditions 1 and 2 set forth in this Section 4.1.

4.2 Grant of License. Notwithstanding the foregoing, it is understood that TFR may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the third party licensor at the conclusion of the term of such third party license. In those instances, Client agrees that it remains bound by the terms of such third party licenses. TFR will keep client informed of any such limitations.

If any TFR property is contained in any of the Work Product, TFR shall identify its property, and hereby grants Client a royalty-free, paid-up, non-exclusive, perpetual, non-assignable license throughout the world to use such property in connection with Client’s use of the Work Product.

Notwithstanding the foregoing, TFR shall be permitted to display all completed Work Product, after such Work Product is accepted and implemented by Client, in TFR’s work portfolio in print, digital and online formats for TFR’s promotional purposes. Client grants to TFR a limited license to display the completed, accepted and implemented Work Product solely for such purpose.

5. CONFLICT STANDARDS; NONSOLICITATION

5.1 Exclusivity. TFR shall not accept appointment as an advertising or design agency, including the provision of any advertising, design, public relations, direct marketing, interactive, marketing strategy, or any other marketing communications services to any company, organization, or entity determined by TFR to be offering the exact same services or products of Client, without the express written permission of Client.

5.2 Nonsolicitation. During any term of this Agreement and for a period of two (2) years after the completion of any work or services pursuant hereto, neither party shall (i) contact, solicit, divert or take away the other’s Employees, Vendors or Consultants, whose names or identities were known to the either party through any means during the Agreement term, or attempt to cause any of the other’s Employees, Vendors or Consultants to refrain from working for or providing goods or services to, the other; or (ii) assist any other person or persons in an attempt to do any of the foregoing.

6. CONFIDENTIAL INFORMATION

6.1. Client and TFR respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that

was in the possession of either party prior to disclosure. TFR and Client will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither TFR nor Client will be responsible for any loss or damage.

6.2. Confidential information shall be kept confidential following the termination of this Agreement. This does not preclude TFR from performing services not otherwise prohibited by this Agreement after the termination of this Agreement. Ag TFR will not use any confidential information for any purpose other than to perform its obligations under this Agreement.

7. INDEMNITIES

7.1. TFR agrees to indemnify and hold Client harmless with respect to any claims or actions by third parties against Client based upon material prepared by TFR, including without limitation any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of intellectual property, except where any such claim or action arises out of material supplied by Client to TFR.

7.2. Client agrees to indemnify and hold TFR harmless with respect to any claims or actions by third parties against TFR based upon materials furnished by TFR or where material created by TFR is substantially changed by TFR, including without limitation any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of intellectual property. Information or data obtained by TFR from Client to substantiate claims made in advertising shall be deemed to be “materials furnished by Client.”

7.3. A party entitled to be indemnified pursuant to this Section 7 shall provide prompt written notice to the party liable for such indemnification of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder. Additionally, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand. The Indemnified Party shall have the right to participate in the defense of any such claim or demand, at its own expense, and may settle or compromise such claim or demand. The Indemnified Party shall cooperate with the Indemnifying Party in any such defense.

8. LIMITATION OF REMEDIES AND DAMAGES

8.1. NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, A PARTY’S ENTIRE LIABILITY RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID (IN THE CASE OF TFR’S LIABILITY TO CLIENT) OR PAYABLE (IN THE CASE OF CLIENT’S LIABILITY TO TFR) BY CLIENT TO TFR DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT. THIS PARAGRAPH SHALL NOT APPLY WITH RESPECT TO ANY CLAIM ARISING UNDER SECTIONS 4.1 (GRANT OF LICENSE), 6 (CONFIDENTIAL INFORMATION), OR 7 (INDEMNIFICATION).

8.3. The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

9. GENERAL TERMS

9.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer all or a portion of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 9.1 will be null and void.

9.2. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

9.3. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws provisions, and without regard to the United Nations Convention on the International Sale of Goods. Unless waived by TFR in its sole discretion, the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Los Angeles County, California and both parties hereby submit to the personal jurisdiction of such courts.

9.4. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

9.5 Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the SOW or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee if given by overnight courier service, or by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.

9.6. Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Client will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

9.7. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

9.8. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

9.9. Subcontractors. TFR may use the services of subcontractors for performance of services under this Agreement, provided that TFR remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of TFR services as required under this Agreement.

9.10. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

9.11 Use of Client Logo. Unless presented with a written agreement stating otherwise, TFR may use Clients’ logo and or/trademark on the TFR website and in other marketing materials.