MASTER SERVICES AGREEMENT

COMPANY: JustusWorldwide LLC d/b/a Testimonial Pros (“Company,” “We,” “Us,” or “Our”)

EFFECTIVE DATE: August 9, 2026

PLEASE READ THIS MASTER SERVICES AGREEMENT (“AGREEMENT”) CAREFULLY. BY EXECUTING AN ORDER FORM, STATEMENT OF WORK (“SOW”), CHECKING A CONSENT BOX, OR UTILIZING THE SERVICES OF TESTIMONIAL PROS, YOU (“CLIENT,” “YOU,” OR “YOUR”) AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

1. SERVICES & PRODUCTION WORKFLOW

  • 1.1 Scope of Services. Company agrees to provide video production, editing, interview management, and related creative media services (“Services”) as outlined in an applicable Order Form, Statement of Work (“SOW”), or invoice.

  • 1.2 Independent Vendor Status. Client explicitly acknowledges that Company acts solely as an independent creative production vendor. Company is not a law firm, regulatory agency, or compliance consulting service.

2. CLIENT RESPONSIBILITIES & REPRESENTATIONS

  • 2.1 Accuracy of Information. Client shall be solely responsible for the accuracy, truthfulness, completeness, and legal compliance of all information, statements, metrics, claims, and data concerning its organization, products, services, or industry provided to or captured by Company.

  • 2.2 Mandatory Client Review & Final Delivery. Client agrees that it is Client’s sole responsibility to review, audit, and approve all draft and final media assets (“Deliverables”) created by Company prior to publishing, broadcasting, or distributing such Deliverables. Client assumes full responsibility for how, where, and when Deliverables are published or utilized.

  • 2.3 Talent & Appearance Releases. Client warrants and represents that it has obtained all necessary written appearance, image, likeness, name, privacy, and voice releases (“Talent Releases”) from all personnel, customers, contractors, or third parties appearing in or interviewed for the Deliverables.

3. COMPLIANCE WITH LAWS, REGULATIONS & INCENTIVES

  • 3.1 Sole Client Responsibility. Client acknowledges and agrees that it is solely and exclusively responsible for understanding, adhering to, and complying with all local, state, federal, international, and industry-specific laws, rules, codes, and regulations governing Client’s business, advertising, and marketing practices. This includes, without limitation, all regulations set forth by the Federal Trade Commission (FTC), Securities and Exchange Commission (SEC), FINRA, HIPAA, RESPA, state bar associations, and medical boards.

  • 3.2 Incentives, Gift Cards & Disclosures. If Client offers, provides, or distributes any form of compensation, gift cards, discounts, perks, or consideration to any video participant or interviewee, Client assumes 100% legal, regulatory, and financial responsibility for such actions. Client is solely responsible for determining whether incentives are permitted in its industry and for applying, displaying, or burning any required legal, financial, or material disclosures onto or alongside the Deliverables.

  • 3.3 No Legal or Compliance Advice. Client explicitly acknowledges that Company, its sales representatives, account managers, and production staff are creative video vendors and do not provide legal, compliance, or regulatory advice. Any suggestions, templates, email scripts, or best practices shared by Company regarding outreach, interviews, or incentives are provided for creative and logistical convenience only, and do not constitute legal approval or compliance certification. Client agrees to consult its own legal or compliance counsel prior to publishing or distributing any Deliverables.

4. INDEMNIFICATION (CLIENT’S DUTY TO DEFEND)

  • 4.1 Client Legal Defense Duty. Client agrees to defend, indemnify, and hold harmless Company, its parent entities, affiliates, officers, directors, employees, agents, and subcontractors from and against any and all losses, damages, fines, civil penalties, liabilities, demands, suits, claims, and legal expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or related to any third-party, governmental, or regulatory claim, investigation, or proceeding (“Claim”) resulting from:

    • (a) Any descriptions, statements, claims, or representations in the Deliverables that are alleged to be false, deceptive, misleading, or unsubstantiated;

    • (b) Client’s failure to include required legal, financial, or regulatory disclosures on or alongside Deliverables;

    • (c) Any failure by Client to obtain valid, written Talent Releases or permissions from video participants;

    • (d) Allegations that Client Materials or Deliverables infringe upon any third party’s intellectual property, privacy, or publicity rights;

    • (e) Client’s breach of any applicable industry regulation or advertising law.

5. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

  • 5.1 "AS IS" Delivery. ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

  • 5.2 No Regulatory Guarantee. COMPANY MAKES NO WARRANTY OR GUARANTEE THAT THE DELIVERABLES WILL SATISFY ANY REGULATORY AUDIT, FTC RULE, SEC RULE 206(4)-1, OR INDUSTRY COMPLIANCE STANDARD.

  • 5.3 Limitation of Damages. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, REGULATORY FINES, OR REPUTATIONAL DAMAGE) ARISING OUT OF OR RELATED TO THE SERVICES OR DELIVERABLES.

  • 5.4 Liability Cap. COMPANY’S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE SOW OR INVOICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. INTELLECTUAL PROPERTY & REMOVALS

  • 6.1 IP Ownership. Upon full payment of all applicable fees, Client receives usage rights to the final edited Deliverables as specified in the SOW. Company retains ownership of raw video files, project files, and editing templates.

  • 6.2 Participant Consent Withdrawal. In the event a participant or interviewee revokes their consent or requests the removal of a Deliverable under privacy laws (e.g., GDPR, CCPA), Client shall be solely responsible for taking down the published media and handling all communications with the participant.

7. GENERAL TERMS

  • 7.1 Incorporation into SOWs. This Agreement is automatically incorporated by reference into all Order Forms, SOWs, proposals, checkout pages, and digital invoices executed between Company and Client.

  • 7.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles.