DIGITAL MARKETING SERVICES AGREEMENT

This Digital Marketing Services Agreement (the “Agreement”) is made effective as of June 1, 2026 (the “Effective Date”), by and between Vydhai LLC (“Agency” or “Vydhai”) and Client Business Name (“Client”).

1. Description of Services.

Agency offers the following digital marketing services. The specific Services engaged by Client and applicable fees are set forth in Section 3 (Payment); unmarked services are excluded.

• Website Build. Design, development, and launch of a new website for Client, including discovery, information architecture, visual design, content integration, and deployment.
• Website Hosting & Maintenance. Hosting on Agency-managed infrastructure (e.g., Vercel, Cloudflare) with SSL/TLS, security patches, and uptime monitoring; ongoing maintenance including content updates, dependency updates, minor design revisions, and backups as reasonably requested. Applicable to new sites built by Agency or existing client sites migrated to Agency hosting.
• Search Engine Optimization (SEO). Collaborative keyword research and baseline ranking; technical and on-page SEO audits and fixes (crawlability, structure, meta data, schema, page speed); off-page SEO (citations, link-worthy content recommendations, reputation signals); local SEO management (Google Business Profile, citations, review monitoring) where applicable; and periodic ranking, traffic, and performance reporting. Where indicated in Section 3, the SEO fee may include Website Hosting & Maintenance at no additional charge.
• Online Advertising Management. Creation of new advertising accounts on platforms such as Google Ads and Meta (Facebook/Instagram), dedicated solely to Client; design of advertising creative tailored to each platform; ongoing campaign management including audience targeting, bid management, optimization, and budget pacing; and periodic performance reporting. Agency will seek Client approval before any material publicly attributed to Client is displayed.

While Agency commits effort, technology, and expertise to perform the Services, it does not guarantee specific outcomes (rankings, traffic, leads, conversions, or other measurable metrics), which depend on factors outside Agency’s control. Agency is not responsible for downtime due to maintenance, backups, platform policy changes, or other circumstances inherent to the digital marketing business.

2. Term.

This Agreement shall be effective from the Effective Date and shall continue for an initial term of one (1) year, ending May 31, 2027 (the “Initial Term”). Upon expiration, this Agreement shall automatically renew on a month-to-month basis. Either party may terminate this Agreement, with or without cause, on thirty (30) days’ prior written notice to the other party (email is sufficient). Termination shall not relieve Client of payment obligations for Services performed or media spend incurred through the effective date of termination.

3. Payment.

Client agrees to pay Agency the fees set forth below for the Services marked. Unmarked Services are excluded from this Agreement.

Service

Recurring fees are invoiced at the start of each calendar month; one-time fees are invoiced upon activation. All invoices are due Net 15. All fees are exclusive of applicable taxes. Advertising media spend is separate from the Advertising Management fee. Client pays media platforms (Google, Meta, etc.) directly and retains sole discretion over its advertising budget. If Client fails to pay Agency when due, Agency may treat such failure as a material breach and suspend Services, terminate this Agreement, and/or seek legal remedies.

4. Warranties.

Agency shall provide the Services in a timely and workmanlike manner using methodologies that meet generally accepted standards in the digital marketing industry.

5. Intellectual Property & Transition.

Client retains ownership of all materials, brand assets, content, and data it provides (“Client Materials”), which Agency will return or delete upon Client’s request following full payment. Upon full payment of fees due, the website codebase developed specifically for Client shall be transferable to Client; Agency will provide a one-time export with reasonable handover documentation. Following termination, hosting, deployment, and ongoing maintenance of the website are the sole responsibility of Client. Agency retains ownership of its pre-existing tools, templates, frameworks, methodologies, and any advertising or analytics accounts originally created and operated by Agency.

6. Confidentiality.

Each party shall hold the other’s proprietary or non-public information in strict confidence and use it only to perform this Agreement. This obligation survives termination. Upon termination, Agency will return to Client all records and materials belonging to Client.

7. Indemnification & Limitation of Liability.

Agency shall indemnify and hold Client harmless from third-party claims arising from materials originally created by Agency (libel, plagiarism, copyright infringement, invasion of privacy), except where the claim arises from Client Materials or Client direction. Except for breaches of confidentiality or indemnification, neither party shall be liable for indirect, incidental, special, or consequential damages, and each party’s total aggregate liability shall not exceed the fees paid by Client to Agency in the three (3) months preceding the claim.

8. Default & Remedies.

A material default occurs upon: (a) failure to make a required payment when due; (b) insolvency or bankruptcy of either party; (c) levy, seizure, or assignment for the benefit of creditors against either party; or (d) failure to deliver the Services in the time and manner provided. The non-defaulting party may terminate this Agreement by written notice describing the default; the defaulting party shall have ten (10) days to cure. Unless waived, failure to cure shall result in automatic termination, in addition to any other rights available at law.

9. Force Majeure.

If performance is prevented by causes beyond either party’s reasonable control (“Force Majeure”)—including acts of God, epidemics, fire, storm, civil or military authority orders, wars, strikes, work stoppages, or platform-wide outages—the affected party’s obligations shall be suspended to the extent necessary, provided prompt written notice is given. The excused party shall use reasonable efforts to resume performance once such cause ceases.

10. General Provisions.

Independent Contractor

Agency is an independent contractor; nothing herein creates a partnership, joint venture, agency, or employment relationship.

Notice

Notices shall be sufficiently given if delivered by email to the addresses the parties have furnished, in person, or by certified mail.

Entire Agreement

This Agreement is the entire agreement of the parties on its subject matter and supersedes all prior agreements; modifications must be in writing signed by both parties.

Severability

If any provision is held invalid, the remainder shall remain in force; a court may limit any such provision to render it enforceable.

Waiver

Failure to enforce any provision is not a waiver of the right to subsequently enforce it.

Applicable Law

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles, with exclusive venue in the state and federal courts of Santa Clara County, California.

11. Signatories.

This Agreement shall be signed on behalf of Vydhai LLC by Shankar Kuppuswamy, and on behalf of Client Business Name by Signing Person Name, and shall be effective as of the date first above written.