This AGREEMENT is made and entered into as of the time of the order (the “Effective Date”), between MEDIA FLOODING LLC, a Florida limited liability company (the “Consultant”), whose principal office is located at 66 West Flagler St., Miami, FL 33130, and you, an individual or entity (the “Client”) (collectively, the “Parties”). RECITALS WHEREAS, the Consultant is engaged in the business of creating and managing social media accounts for influencers and businesses, and desires to provide its services to the Client; and WHEREAS, the Client wishes to advertise and promote its business on social media, and desires to enter into this Agreement to engage certain services from the Consultant (the “Agreement”); and NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I SERVICES Services. During the term of this Agreement, the Consultant shall provide the Client with certain services (the “Services”). The Services to be provided are as follows: (a) Creation and management of social media accounts (the “Accounts”); (b) Strategic planning to advertise the Client’s Accounts presence and growth; (c) Performance tracking and reporting of Account’s metrics, including security information, and (d) Digital marketing optimization for Client’s Account(s). For purposes of this Agreement, “Social Media” shall be defined as any personal or business profile created on a social networking platform where users can share content, engage with others, and interact within the platform’s community, typically, at no cost, which would be recognized by the average person as social media (i.e., X, Instagram, Threads, TikTok). Intent. Nothing in this Agreement shall be construed to create any employer-employee relationship, partnership, joint venture, or any Consultant relationship between the Consultant and the Client. The Client acknowledges that the Consultant operates solely as an independent contractor and shall have no authority to bind the Client or act on behalf of the Client, except as expressly outlined in this Agreement. Both Parties agree that each is solely responsible for its own taxes, benefits, and any other obligations arising from their respective roles under this Agreement. ARTICLE II TERM AND COMPENSATION Term. The term of this Agreement shall commence on the Effective Date and continue for a period of one month (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew every month (each a “Renewal Term”), unless either Party provides written notice of its intent to terminate the Agreement at least thirty (30) days prior to the end of the Initial Term or any subsequent Renewal Term, or unless terminated earlier by either party as provided herein. The Agreement shall be deemed terminated five (5) days after the receipt of notice of termination is sent pursuant to Section 5.2 of this Agreement. Compensation. The total value of the Services provided under this Agreement is detailed during checkout for the Initial Term (“Contract Sum”), which shall be paid in monthly Installments (“Installment”). The Contract Sum shall be the same for each Renewal Period, unless the Services are modified by written consent of both parties. Upon execution of this Agreement, the Client shall remit an initial, non-refundable deposit to the Consultant in the amount of the first Installment (“Deposit”). This Deposit shall secure the Consultant’s Services and will be applied toward the total Contract Sum under this Agreement. Payment shall be made via wire transfer, check, and cash payable to the order of the Consultant. Following the initial six (6) months of this Agreement, the Parties agree to evaluate the Client’s performance, with the possibility of renegotiating the Consultant’s compensation. This payment arrangement is deemed Confidential Information, as stipulated in Article 5, Section 5.3, and shall not be shared with or disclosed to any third party. The Client agrees to indemnify and hold harmless the Consultant for any losses resulting in a breach of this Confidential Information. ARTICLE III REPRESENTATIONS AND WARRANTIES Consultant’s Representations and Warranties. The Consultant represents and warrants to Client the following: (a) The Consultant has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) The Consultant shall leverage its expertise and resources to maximize the effectiveness of the Services and shall use commercially reasonable efforts to provide the agreed-upon Services and deliverables to the Client in accordance with the terms of this Agreement and consistent with industry standards; (c) The Consultant shall comply with all applicable laws, regulations, and industry standards in the provision of its services; and (d) The execution, delivery, and performance of this Agreement by the Consultant do not and will not conflict with or violate any other agreement to which the Consultant is a party. Notwithstanding the foregoing, the Consultant makes no warranties or guarantees regarding the results, or the success of the Services provided Client’s Representations and Warranties. The Client represents and warrants to the Consultant the following: (a) The Client has the legal capacity, full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) All content and personal information delivered to the Consultant under this Agreement shall be original to the Client, or that the Client has obtained all necessary rights, licenses, consents, and permissions to use such content without infringing upon any third-party rights, including but not limited to intellectual property rights; (c) The Client shall comply with all applicable laws, regulations, and industry standards in the provision of its services; (d) The execution, delivery, and performance of this Agreement by the Consultant do not and will not conflict with or violate any other agreement to which the Consultant is a party; and (e) The use and management of the Client’s content in connection with the services provided by the Consultant will not infringe upon or violate any rights of any third party, including, without limitation, any copyright, trademark, or other intellectual property rights. Disclaimer of Warranties. To the fullest extent permitted by law, the Consultant disclaims all warranties, representations, and conditions, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Consultant does not warrant that the services will meet the Client’s requirements, operate uninterrupted or error-free, or that any defects will be corrected. The Client acknowledges that the services are provided on an "as-is" and "as-available" basis, and the Consultant shall not be liable for any failure to perform its obligations hereunder, except as expressly set forth in this Agreement. ARTICLE IV RIGHTS, OBLIGATIONS, AND LIABILITY Client’s Rights and Obligations. To perform the aforementioned Services, the Client hereby grants the Consultant the legal right and license to use the Client’s personal and professional image and likeness, voice, and biographical information as needed to manage and promote the Client’s social media account(s). Additionally, the Client agrees to the following: (a) To provide the Consultant with his/her personal information and/or data as necessary; (b) To provide assistance and to cooperate as reasonably necessary to facilitate the performance of the Services by the Consultant through promoting and driving traffic to the Client’s social media accounts managed by the Consultant; (c) During the onboarding process (the initial setup phase of the social media accounts), the Client shall provide access and a link to the main social media account(s) and the Client’s content drive; (d) To provide updated and new content as deemed necessary and reasonably requested by the Consultant; (e) That changing his/her username(s) or password(s) without prior written approval by the Consultant shall constitute a material breach of this Agreement; (f) Pay for the Services provided by the Consultant under this Agreement as a condition precedent to the performance of the Services in accordance with Article 2 of this Agreement; and (g) To provide all information and documents as deemed necessary and reasonably request by the Consultant to perform the Services under this Agreement. Consultant’s Rights and Obligations. To perform the aforementioned Services, the Consultant agrees to the following: (a) The Consultant has the right to obtain and process any personal data and information of the Client to carry out the Services under this Agreement; (b) The Consultant has the right to request or demand the Client to provide any information or documents reasonably necessary to carry out the Services under this Agreement; (c) The Consultant has the right to assign its duties in whole or in part to best support the Client’s needs under this Agreement, as well as to ensure the best service available to the promote, advertise, and manage the Client’s social media account(s); and (d) The Consultant shall have the right and discretion to refuse to create and post content on behalf of the Client if the Consultant believes or deems that such content is not owned by the Client and such content could result in a violation of Florida and federal law. Ownership of Accounts and Content. The Client shall at all times retain full ownership of all social media accounts created and managed by the Consultant under this Agreement. This ownership includes, but is not limited to, all associated usernames, account details, and any content uploaded to those accounts. Additionally, the Client shall retain all rights, title, and interest in and to any content provided by the Client to the Consultant for use in connection with the social media accounts, including but not limited to images, videos, text, and other materials (the “Client Content”). The Client retains the right to approve, disprove, and/or remove all content provided by the Consultant as the Client sees fit, including deleting any content the Consultant posts on the Client’s behalf. License to Consultant: The Client hereby grants the Consultant a non-exclusive, royalty-free, worldwide license to use, manage, and promote the social media accounts and the Client Content for the purpose of fulfilling the Consultant's obligations under this Agreement. This license includes the right to modify, display, and distribute the Client Content in connection with the promotion of the Client's business and social media presence. Client Dissatisfaction. The Client acknowledges and agrees that the Consultant shall not be held liable for any dissatisfaction the Client may have regarding the creation and management of Client’s social media account(s). The Client understands that subjective preferences may vary and that results are influenced by numerous factors outside the Consultant’s control. In the event of dissatisfaction, the Client agrees to communicate any concerns to the Consultant in a timely manner. The Consultant will make reasonable efforts to address such concerns, but the final discretion regarding content and strategy remains with the Consultant. The Client further agrees that dissatisfaction with the content or management of the Social Media Account does not constitute grounds for termination of this Agreement or for any claim against the Consultant. Client’s Responsibilities. The Client acknowledges and agrees that the Consultant's ability to perform its obligations under this Agreement is dependent upon the Client’s timely and effective cooperation and communication. The Consultant shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by the Client’s actions or omissions, including but not limited to failure to provide necessary information, approvals, or materials in a reasonable and timely manner. Termination. Either Party may terminate this Agreement for any reason upon 30 day written notice to the other party. In the event of termination, the Client shall pay the Consultant for all Services performed up to the effective date of termination. Limitation of Liability. Except as expressly provided in this Agreement, and to the fullest extent permitted by law, in no event shall the Consultant be liable to the Client or any third-party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising out of or related to this Agreement, even if the Consultant has been advised of the possibility of such damages. The Consultant’s total liability for any claims arising out of, related to, or under this Agreement shall be limited to the total fees paid by the Client to the Consultant under this Agreement during the twelve (12) months preceding the event giving rise to the claim. The Client acknowledges that the limitations set forth in this provision are fundamental to the Agreement and reflect a reasonable allocation of risk between the Parties. ARTICLE V MISCELLANEOUS 5.1 Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, including the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the laws of the State of Florida without regard to the principles of conflict of laws. The Parties hereby agree to submit to the exclusive jurisdiction of the state and federal courts located in Broward County or Miami-Dade County, Florida, with respect to any non-arbitral disputes, claims, or controversies arising under this Agreement and that exclusive venue for such actions shall be in Broward County or Miami-Dade County, Florida. 5.2 Notice. Any notice, demand, request, consent, claim, waiver, breach and other communication required or permitted to be given by any provision of this Agreement to be effective must be in writing and delivered personally to the party by (i) certified mail, return receipt requested, postage and charges prepaid; (ii) by email with return/read receipt; or (iii) by overnight courier service, such as Federal Express, to the following address:hello@mediaflooding.com To the Company: MEDIA FLOODING LLC c/o Jacob Demariano 303 W. Flagler St. Miami, FL 33130 Except as otherwise provided herein, any such notice shall be deemed received on the following dates: (i) on the date of hand delivery; (ii) two (2) business days after it is deposited to or in the United States mail, addressed and sent as aforesaid; (iii) on the date of sending if by email and receipt is confirmed; or (iv) on the date of delivery if sent by overnight courier service. 5.3 Confidentiality. “Confidential Information” refers to information disclosed and exchanged between the Parties that is not publicly known and is shared with the expectation of confidentiality. This includes, but is not limited to, non-public tangible or intangible information concerning the Consultant’s business practices, structure, and strategy that may be disclosed to the Client. Each Party agrees to strictly maintain the confidentiality of the other Party’s Confidential Information and not to disclosure or use such information for any purpose other than as intended under this Agreement. Any unauthorized use, disclosure, or release of Confidential Information by either party constitutes a material breach of this Agreement, entitling the aggrieved Party to seek remedies and damages under this Agreement and applicable Florida law. 5.4 Indemnification. To the fullest extent permitted by law, the Client agrees to indemnify, defend, and hold harmless the Consultant, its affiliates, subsidiaries, heirs, assigns, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including without limitation reasonable attorneys' fees and costs of litigation or otherwise) arising out of or in connection with: (a) any breach of this Agreement; (b) any claim that the content created or provided by the Client infringes upon the intellectual property rights, privacy rights, or other rights of any third party; (c) any claim of defamation, libel, or slander arising from the content created or provided by the Client; (d) any violation of applicable laws or regulations by the Client; (e) any negligent or intentional act or omission of the Client; and (f) any dispute, claim, or controversy between the Client and any third party arising out of or related to this Agreement. The Client's obligation to indemnify under this provision shall survive the termination or expiration of this Agreement. The Consultant agrees to promptly notify the Client in writing of any claim for which indemnification is sought, cooperate in the defense of such claim, and allow the Client to control the defense and settlement thereof, provided that any settlement that imposes financial or other obligations on the Consultant requires its prior written consent, which shall not be unreasonably withheld. 5.5 Non-Disclosure. Each party agrees to keep confidential all proprietary and confidential information (as defined herein) received from the other party during the term of this Agreement. Obligations: Neither party shall disclose such confidential information to any third party without the prior written consent of the other party, except as required by law. Confidential information does not include information that is publicly available, already known to the receiving party, or independently developed by the receiving party without reference to the disclosed information. 5.6 Non-Interference/Non-Compete. During the term of this Agreement and for a period of one (1) year following its termination or expiration, the Client agrees not to directly or indirectly engage in or assist others in engaging in any activities that may interfere with the business of the Consultant or compete with the services provided by the Consultant. Such activities include, but are not limited to: (a) Soliciting or attempting to solicit any clients, customers, or talent represented by the Consultant for purposes of providing competing services or engaging in competing relationships; (b) Directly or indirectly encouraging any client, customer, or talent of the Consultant to terminate or alter their relationship with the Consultant; (c) Accepting engagements, contracts, or projects that involve services similar to those provided by the Consultant from clients, customers, or talent of the Consultant during the term of this Agreement and for the specified period following termination or expiration; and (d) Approaching the officers, partners, associates, agents, and/or employees of the Consultant for any business purposes that may result in harm to the Consultant, its business, brand, or standing in the community. The Client acknowledges that the restrictions set forth in this clause are reasonable and necessary to protect the legitimate business interests of the Consultant. If any provision of this clause is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect. 5.7 Severability. If any term or provision of this Agreement or the application thereof to any Person or circumstances is held to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. 5.8 Attorneys’ Fees. In the event of any dispute arising out of or relating to this Agreement, including, but not limited to, any breach thereof, the prevailing party shall be entitled to recover from the other party reasonable attorney’s fees and costs incurred in connection with such dispute, whether incurred at trial, on appeal, in an alternative dispute resolution proceeding, or in bankruptcy proceedings. The determination of the prevailing party and the amount of reasonable attorney’s fees shall be decided by the court, arbitrator, or mediator presiding over such matter. 5.9 Alternative Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved exclusively by mediation or arbitration in accordance with the rules of the American Arbitration Association (“AAA”) or the mediator agreed to by both Parties before resorting to litigation. The mediation or arbitration shall take place in Florida. The Parties agree to participate in good faith in the selected alternative dispute resolution process and shall share equally the costs of mediation or arbitration, including the fees and expenses of the mediator or arbitrator. The decision or award rendered by the mediator or arbitrator shall be final and binding upon both Parties and may be enforced in any court of competent jurisdiction. 5.10 Force-Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters (including earthquakes, floods, fires, hurricanes, and tornados), pandemics (including COVID-19 or any related and subsequent strains), war, terrorism, riots, embargoes, acts of civil or military authorities, or any other similar event (the "Force Majeure Event"). If a Force Majeure Event occurs, the affected party shall promptly notify the other party and provide reasonable details of the event causing the delay or non-performance. The affected party's obligations under this Agreement shall be suspended during the continuance of the Force Majeure Event, and the time for performance of such obligations shall be extended for a period equal to the duration of the Force Majeure Event. If the Force Majeure Event continues for a period of 180 days, either party may terminate this Agreement by giving 30 days' written notice to the other party. In such event, neither party shall be liable to the other party for damages or losses resulting from such termination, except for accrued obligations and liabilities arising before the effective date of termination. 5.11 Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understanding and agreement between the Consultant and the Client with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether oral or written, relating to such subject matter. No amendment, modification, or waiver of any provision of this Agreement shall be valid, binding, or effective unless made in writing and signed by both Parties. The waiver of any breach of any provision of this Agreement shall not constitute a waiver of any subsequent breach of the same or any other provisions. The failure of either Party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 5.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute and be deemed to be one and the same instrument or agreement. Any signature on this Agreement delivered by telephonic or electronic facsimile transmission will be deemed to be the delivery of an original signature. IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the Effective Date. MEDIA FLOODING LLC, a Florida limited liability company