1. Definitions & Services

1.1 Services Provided

NextFish LLC (“NextFish”) provides creative, marketing, consulting, media, and digital business services to businesses, organizations, and individuals.

Services offered by NextFish may include, but are not limited to:

• content creation
• photography
• videography
• drone operations
• video editing
• photo editing
• social media management
• social media publishing
• digital advertising management
• paid media buying
• search engine optimization (SEO)
• website design and development
• website maintenance
• branding
• graphic design
• email marketing
• consulting
• campaign planning
• production services
• copywriting
• analytics review
• media distribution
• strategic marketing support
• and related digital media services.

1.2 Service Scope

The specific scope of work, deliverables, production schedules, publishing schedules, timelines, advertising management, consulting responsibilities, revision allowances, and included services shall be outlined within the applicable proposal, invoice, statement of work, subscription agreement, onboarding documentation, or written communication between NextFish and the Client.

Any request outside of the originally agreed scope may require additional billing, revised timelines, rescheduling, or a separate agreement.

NextFish reserves the right to modify, improve, restructure, expand, limit, or discontinue service offerings at any time without prior notice.

1.3 NextFish Growth System™

Certain recurring services provided by NextFish may operate under the proprietary “NextFish Growth System™,” an ongoing strategic marketing and content framework designed to improve brand visibility, audience engagement, consistency, and digital market attention over time.

The NextFish Growth System™ may include combinations of:

• content production
• content editing
• social media publishing
• strategic consulting
• advertising support
• campaign planning
• search engine optimization support
• analytics review
• digital strategy
• media distribution
• and related marketing services.

The specific deliverables, publishing frequency, production schedules, advertising responsibilities, and included services associated with the NextFish Growth System™ shall be defined within the applicable proposal or agreement.

Client acknowledges that the NextFish Growth System™ is a strategic marketing and content framework and does not guarantee:

• revenue growth
• lead generation
• sales performance
• audience growth
• social media engagement
• advertising performance
• search engine rankings
• or any specific business outcome.

Marketing performance may be influenced by factors outside of NextFish’s control, including market conditions, competition, platform algorithm changes, advertising budgets, client responsiveness, website performance, product-market fit, and consumer behavior.

1.4 Independent Execution

Unless otherwise stated in writing, NextFish maintains full discretion regarding creative execution, production methods, editing techniques, publishing workflows, scheduling processes, operational systems, and strategic implementation utilized during the performance of services.

NextFish retains ownership of all internal workflows, templates, systems, methodologies, processes, frameworks, and operational structures used in service execution, including the NextFish Growth System™ framework itself, unless otherwise agreed in writing.

2. Client Responsibilities

2.1 Client Cooperation

Client agrees to provide all necessary information, approvals, account access, assets, product details, scheduling availability, and communication required for NextFish to effectively perform services.

Delays in communication, approvals, asset delivery, or requested materials may result in delayed production schedules, delayed publishing schedules, reduced campaign effectiveness, or postponed deliverables.

2.2 Accuracy & Ownership

Client is solely responsible for:

• the factual accuracy of submitted information,
• ownership or licensing of supplied assets,
• legal compliance of products or services,
• claims made within advertisements or marketing materials,
• and obtaining all necessary permissions, releases, licenses, or authorizations required for use of submitted content.

Client agrees to indemnify, defend, and hold harmless NextFish LLC, its owners, employees, contractors, affiliates, and representatives from and against any claims, liabilities, damages, losses, disputes, judgments, settlements, costs, or expenses, including reasonable attorney’s fees and legal costs, arising from:

• inaccurate information provided by Client,
• copyright infringement,
• trademark disputes,
• false advertising claims,
• unauthorized use of materials,
• failure to obtain required permissions or releases,
• or violations of applicable laws, regulations, or third-party rights related to materials, products, services, or information supplied by Client.

2.3 Platform Access & Account Permissions

Client is solely responsible for providing and maintaining all necessary account access, permissions, administrative privileges, authentication approvals, integrations, logins, platform roles, and related credentials required for NextFish to perform services.

Delays caused by incomplete access, revoked permissions, forgotten credentials, delayed authentication approvals, restricted platform permissions, security holds, or platform ownership disputes may impact timelines, publishing schedules, advertising performance, deliverables, or overall service execution.

NextFish shall not be held responsible for delays, interruptions, or reduced performance caused by failure to provide or maintain required access.

3. Production, Scheduling & Approval

3.1 Production Scheduling

Production dates, filming sessions, photography sessions, editing windows, publishing schedules, consulting calls, and campaign timelines are scheduled based upon operational availability and production capacity.

NextFish reserves the right to reschedule services due to:

• weather conditions,
• safety concerns,
• equipment failure,
• travel disruptions,
• illness,
• emergencies,
• force majeure events,
• or other operational limitations beyond reasonable control.

3.2 Client Rescheduling

Client-requested rescheduling within seventy-two (72) hours of a scheduled production date may result in rescheduling fees, reduced production availability, delayed timelines, or forfeiture of reserved production time.

3.3 Approval of Deliverables

Client shall review and approve deliverables, advertisements, graphics, captions, copywriting, edits, and related materials in a timely manner.

If Client fails to provide revisions, approval, or feedback within seventy-two (72) hours of delivery or review request, NextFish may, at its discretion:

• proceed with publishing,
• proceed with production,
• reschedule deliverables,
• or consider the deliverable approved.

Client assumes full responsibility for all approved content once published or distributed.

4. Service Terms & Payment

4.1 Recurring Service Commitment

Unless otherwise agreed in writing, recurring services require a minimum initial commitment term of six (6) months.

Following the initial term, services shall automatically continue on a month-to-month basis unless terminated with thirty (30) days written notice by either party.

Early termination does not eliminate Client responsibility for unpaid balances, completed work, reserved production dates, approved deliverables, or previously incurred expenses.

4.2 Payment Terms

Payment terms, recurring billing schedules, deposits, retainers, advertising budgets, and invoicing structures shall be outlined within the applicable agreement or invoice.

Late payments may result in:

• delayed publishing schedules,
• paused advertising campaigns,
• withheld deliverables,
• suspended services,
• cancellation of future production dates,
• or additional late fees, interest charges, collection costs, and enforcement expenses where permitted under applicable Florida law.

Overdue balances may accrue interest at the lesser of:

• one and one-half percent (1.5%) per month,
• or the maximum rate permitted under applicable Florida law.

Client agrees to reimburse NextFish LLC for any reasonable collection costs, recovery expenses, attorney’s fees, court costs, or enforcement expenses incurred in recovering unpaid balances.

4.3 Advertising Spend

Advertising spend, boosted post budgets, media buying budgets, and third-party advertising costs are separate from management fees unless otherwise stated in writing.

Advertising funds paid directly to third-party platforms are non-refundable.

NextFish does not guarantee paid advertising performance, conversion rates, cost-per-result metrics, or return on advertising spend.

4.4 Non-Exclusivity

Unless otherwise agreed in writing, Client acknowledges that NextFish operates as a non-exclusive service provider.

NextFish reserves the right to provide services to other businesses, organizations, or individuals, including businesses operating within similar or competing industries.

Nothing within any agreement shall be interpreted to grant Client exclusive market representation, territorial exclusivity, industry exclusivity, or restriction of service to competing entities unless expressly stated within a separate written agreement signed by both parties.

4.5 Right To Refuse, Pause, or Terminate Services

NextFish reserves the right to refuse, pause, suspend, reschedule, or terminate services when reasonably necessary to protect its operations, personnel, reputation, legal compliance, or business interests in situations including, but not limited to:

• abusive behavior,
• harassment,
• threatening conduct,
• unethical requests,
• illegal activity,
• unsafe working conditions,
• repeated communication failures,
• reputational risk,
• excessive scope abuse,
• repeated late payment,
• violation of agreed terms,
• or conduct deemed harmful to NextFish, its employees, contractors, vendors, reputation, or operations.

In such situations, NextFish may immediately discontinue services without liability for unfinished work, delayed campaigns, postponed deliverables, missed publishing schedules, or perceived business losses.

Client shall remain responsible for payment of all completed work, incurred expenses, reserved production dates, non-refundable costs, and outstanding balances accrued prior to termination.

4.6 Refunds & Non-Refundable Payments

Payments made toward:

• completed work,
• production time,
• scheduled production dates,
• creative services,
• consulting,
• strategy,
• advertising management,
• deposits,
• retainers,
• travel expenses,
• media buying,
• or non-refundable third-party costs

are non-refundable unless otherwise expressly stated in writing.

Due to the custom and strategic nature of services provided, dissatisfaction based solely upon subjective preference, creative interpretation, marketing performance, or changing business circumstances shall not alone constitute grounds for refund.

5. Intellectual Property & Media Usage

5.1 Ownership of Deliverables

Unless otherwise stated in writing, all deliverables, usage rights, licenses, and transfer of rights remain the sole property of NextFish LLC until full payment has been received.

Upon receipt of full payment, Client shall receive the limited usage rights specifically outlined within the applicable agreement.

In the event of nonpayment, late payment, chargeback, payment dispute, or reversal of funds, any granted usage rights, licenses, publishing permissions, advertising permissions, or distribution rights shall immediately suspend until all outstanding balances are paid in full.

During such suspension, Client shall cease use, publication, advertising, distribution, reproduction, and display of deliverables until account balances are resolved.

Unless otherwise stated in writing, NextFish retains ownership of:

• raw footage,
• project files,
• editing timelines,
• production files,
• templates,
• workflows,
• systems,
• methodologies,
• strategies,
• and proprietary frameworks utilized during service execution.

5.2 Portfolio & Promotional Usage

Unless otherwise agreed in writing, NextFish reserves the right to display completed work, campaign materials, advertisements, videos, photographs, graphics, website projects, and related deliverables for:

• portfolio purposes,
• marketing purposes,
• promotional purposes,
• educational purposes,
• award submissions,
• social media,
• and business development purposes.

5.3 Media Release

Client grants NextFish LLC, its owners, employees, contractors, affiliates, successors, licensees, and assigns the perpetual, worldwide, royalty-free, transferable, sublicensable right and permission to photograph, film, record, reproduce, publish, edit, modify, distribute, display, transmit, create derivative works from, and otherwise use the likeness, appearance, voice, name, business identity, employees, representatives, guests, customers, property, facilities, branding, signage, trademarks, and related visual or audio materials captured during the performance of services.

Such materials may be used for purposes including, but not limited to:

• marketing,
• advertising,
• portfolio display,
• website content,
• social media,
• promotional campaigns,
• educational purposes,
• case studies,
• presentations,
• internal business use,
• award submissions,
• and related business activities.

Client represents and warrants that it has obtained all necessary permissions, releases, licenses, consents, and authorizations from individuals, representatives, participants, contractors, vendors, property owners, and other applicable parties appearing in or associated with production activities conducted on behalf of Client.

Client further represents that it possesses the authority to grant permissions related to participating individuals, employees, contractors, locations, signage, branding, trademarks, and activities occurring during production conducted on behalf of Client.

Client agrees to indemnify, defend, and hold harmless NextFish LLC, its owners, employees, contractors, affiliates, and representatives from and against any claims, liabilities, damages, losses, disputes, judgments, settlements, costs, or expenses, including reasonable attorney’s fees and legal costs, arising from:

• failure to obtain required permissions, releases, licenses, or authorizations,
• claims related to rights of publicity or privacy,
• unauthorized use of third-party intellectual property,
• or disputes related to materials, branding, locations, individuals, or activities associated with the Client’s production.

5.4 Raw Footage & Source Media

Unless otherwise stated in writing, raw footage, unedited media, source files, project files, editing timelines, layered design files, production assets, and working materials are not included within standard deliverables.

Delivery, transfer, licensing, archival retrieval, or release of raw materials may require:

• separate licensing agreements,
• transfer fees,
• archival retrieval fees,
• storage fees,
• shipping fees,
• hard drive costs,
• or additional billing.

NextFish retains ownership of all raw and unedited production assets unless otherwise expressly transferred in writing.

6. Platform & Third-Party Services

6.1 Third-Party Platforms

Client acknowledges that NextFish does not own or control third-party platforms utilized during service execution including, but not limited to:

• META,
• Facebook,
• Instagram,
• Google,
• YouTube,
• TikTok,
• LinkedIn,
• Shopify,
• WordPress,
• hosting providers,
• advertising platforms,
• analytics providers,
• email marketing providers,
• or related technologies.

NextFish shall not be held responsible for:

• account suspensions,
• disabled advertising accounts,
• platform outages,
• policy enforcement actions,
• algorithm changes,
• reduced visibility,
• content removals,
• music licensing claims,
• technical disruptions,
• or loss of access outside of its direct control.

7. File Storage & Revisions

7.1 Media Storage

Unless otherwise agreed in writing, raw footage, project files, exports, and media assets may be archived for up to thirty (30) days following final delivery.

Long-term storage or retrieval of archived materials is not guaranteed.

NextFish is not responsible for maintaining indefinite backups of project assets.

7.2 Revisions & Creative Direction

Unless otherwise stated in writing, deliverables include reasonable revisions intended for refinement of the originally approved creative direction.

Revisions do not include:

• complete redesigns,
• substantial restructuring,
• newly requested concepts,
• major creative pivots,
• extensive re-editing due to changing preferences,
• replacement of previously approved materials,
• or work outside the originally agreed scope.

Requests exceeding the agreed revision scope may require additional billing, revised timelines, or a separate agreement.

Client acknowledges that creative services involve subjective interpretation and artistic discretion.

Variations in:

• editing style,
• pacing,
• composition,
• storytelling,
• creative direction,
• graphic presentation,
• color grading,
• audio mixing,
• visual aesthetics,
• or artistic execution

shall not alone constitute grounds for refund, cancellation, non-payment, chargeback, or breach of agreement.

8. Limitation of Liability

8.1 No Guarantee of Results

Client acknowledges that marketing, advertising, content distribution, and digital media performance are influenced by numerous variables outside of the control of NextFish.

NextFish does not guarantee:

• revenue increases,
• lead generation,
• sales performance,
• audience growth,
• engagement metrics,
• search engine rankings,
• advertising performance,
• social media reach,
• website traffic,
• or business growth.

Any projections, estimates, forecasts, examples, or prior performance references are illustrative only and shall not be interpreted as guarantees of future performance.

8.2 Limitation of Liability

To the maximum extent permitted by law, NextFish shall not be liable for any indirect, incidental, consequential, exemplary, special, or lost-profit damages arising from services provided.

Total liability for any claim arising from services provided by NextFish LLC shall not exceed the total amount actually paid by Client to NextFish LLC under the applicable agreement giving rise to the claim.

9. Independent Contractor Status

9.1 Relationship of Parties

NextFish operates solely as an independent contractor.

Nothing contained within any agreement shall be interpreted to create:

• a partnership,
• joint venture,
• employer-employee relationship,
• agency relationship,
• or fiduciary relationship between the parties.

10. Travel, Lodging & Daily Expenses

10.1 Mandatory Application

Travel, lodging, mileage, transportation, and per diem expenses are considered mandatory production expenses for applicable projects and shall apply unless expressly excluded within the written proposal or agreement.

Any exclusion of such expenses must be clearly stated in writing within the applicable proposal or agreement.

10.2 Travel Reimbursement

Travel expenses shall be reimbursed based on mileage at the current federal mileage reimbursement rate.

Mileage calculations shall originate from NextFish’s primary business address located at:

604 River Fern Lane

DeLand, FL 32720

Additional travel-related expenses including, but not limited to:

• airfare,
• rental vehicles,
• rideshare services,
• fuel,
• parking,
• tolls,
• baggage fees,
• shipping costs,
• transportation fees,
• permits,
• launch fees,
• marina fees,
• or specialty access costs

may be billed separately where applicable.

10.3 Lodging

Where overnight travel is required, Client agrees to provide or reimburse lodging accommodations suitable for production personnel and operational needs.

Unless otherwise agreed in writing, lodging accommodations shall consist of a hotel room containing two queen beds or equivalent accommodations appropriate for crew size and travel requirements.

Client agrees to provide lodging confirmation details no later than seventy-two (72) hours prior to scheduled arrival unless otherwise arranged.

10.4 Meals & Per Diem

A daily meal and incidental per diem shall apply for each crew member during travel days, production days, overnight stays, and applicable operational travel periods.

Per diem rates shall follow the current United States General Services Administration (GSA) standard for the applicable project location.

Per diem rates may include:

• breakfast,
• lunch,
• dinner,
• snacks,
• incidental expenses,
• and related travel necessities.

If meals are directly provided by Client or included within lodging accommodations, per diem amounts may be reasonably adjusted.

11. Force Majeure

11.1 Force Majeure

NextFish LLC shall not be considered in breach of any agreement, nor liable for delays, interruptions, rescheduling, reduced performance, or failure to perform resulting from events beyond its reasonable control including, but not limited to:

• natural disasters,
• severe weather,
• acts of God,
• internet outages,
• platform outages,
• labor shortages,
• illness,
• equipment failure,
• governmental actions,
• transportation disruptions,
• or other unforeseen events beyond reasonable control.

12. Governing Law & Venue

12.1 Governing Law

These Terms, all services provided by NextFish LLC, and any dispute arising from or relating to services, agreements, proposals, invoices, productions, campaigns, or business interactions with NextFish shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.

12.2 Venue & Jurisdiction

Any legal action, claim, dispute, or proceeding arising from or relating to services provided by NextFish LLC shall be exclusively brought within the state or federal courts located in Volusia County, Florida.

Client expressly consents to the personal jurisdiction and venue of such courts.

12.3 Attorney’s Fees & Costs

In the event of any dispute, claim, collection effort, legal proceeding, or enforcement action arising from services provided by NextFish LLC, the prevailing party shall be entitled to recover reasonable attorney’s fees, legal expenses, court costs, collection costs, and related enforcement expenses.

13. Severability

13.1 Severability

If any provision, section, clause, or portion of these Terms is determined to be unlawful, invalid, unenforceable, or void by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

Any invalid or unenforceable provision shall be interpreted as closely as possible to reflect the original intent of the provision while remaining enforceable under applicable law.

14. Waiver

14.1 No Waiver

Failure by NextFish LLC to enforce any provision, right, remedy, or protection contained within these Terms shall not constitute a waiver of future enforcement of that or any other provision.

No waiver by NextFish LLC shall be effective unless expressly stated in writing.

15. Assignment

15.1 Assignment & Transfer

Client may not assign, transfer, sublicense, delegate, or otherwise transfer any agreement, responsibilities, rights, or obligations arising from services provided by NextFish LLC without prior written consent from NextFish.

NextFish LLC reserves the right to:

• assign,
• subcontract,
• delegate,
• restructure,
• transfer,
• or otherwise allocate operational responsibilities, contractors, vendors, team members, or agreements at its discretion.

16. Electronic Acceptance & Communications

16.1 Electronic Acceptance

Client acknowledges and agrees that electronic approvals, digital signatures, online acceptances, email confirmations, text message confirmations, invoice payments, proposal approvals, onboarding submissions, platform approvals, or other electronic communications may constitute valid acceptance of these Terms and any related agreement.

16.2 Electronic Communications

Client agrees that NextFish LLC may communicate regarding services, approvals, scheduling, deliverables, revisions, invoices, campaigns, and operational matters through:

• email,
• text messaging,
• project management platforms,
• invoicing systems,
• messaging applications,
• or other electronic communication methods utilized during the course of business.

Electronic communications shall be considered valid business communications between the parties.

17. Notices

17.1 Formal Notices

Any formal legal notice required under these Terms shall be provided in writing and delivered through:

• email,
• certified mail,
• recognized courier service,
• or other verifiable written delivery method.

Notices delivered electronically shall be considered received upon confirmation of transmission unless otherwise prohibited by applicable law.

18. Entire Agreement

18.1 Entire Agreement

These Terms, together with any applicable proposal, invoice, statement of work, subscription agreement, onboarding documentation, or written agreement between the parties, constitute the entire agreement between Client and NextFish LLC regarding the services provided.

No verbal statements, prior discussions, marketing materials, projections, or representations shall modify these Terms unless expressly agreed in writing by both parties.

19. Dispute Resolution & Arbitration

19.1 Good Faith Resolution

Before initiating arbitration or legal proceedings, the parties agree to first attempt in good faith to resolve any dispute, claim, or controversy through informal discussions.

19.2 Binding Arbitration

Except for:

• collection actions,
• claims involving unpaid invoices,
• enforcement of intellectual property rights,
• requests for injunctive relief,
• or matters eligible for small claims court,

any dispute, claim, or controversy arising out of or relating to services provided by NextFish LLC shall be resolved through binding arbitration conducted in Volusia County, Florida.

Arbitration shall be administered by the American Arbitration Association (“AAA”) or another mutually agreed arbitration provider in accordance with its applicable commercial arbitration rules.

Judgment upon the arbitration award may be entered in any court having proper jurisdiction.

19.3 Waiver of Jury Trial

To the fullest extent permitted under applicable law, the parties knowingly and voluntarily waive any right to trial by jury for disputes subject to arbitration or litigation arising under these Terms.

19.4 Small Claims Exception

To the fullest extent permitted under applicable law, the parties knowingly and voluntarily waive any right to trial by jury for disputes subject to arbitration or litigation arising under these Terms.

19.5 Prevailing Party

The prevailing party in any arbitration, legal proceeding, enforcement action, or collection matter arising from these Terms shall be entitled to recover reasonable attorney’s fees, arbitration costs, legal expenses, collection costs, and enforcement expenses.