Fame Service Agreement

Fame Marketing Terms & Conditions

These Terms & Conditions (the “Agreement”) govern the provision of marketing, creative, and digital services by Fame Marketing (“Agency”) to the client identified in the applicable Scope of Work (“Client”). Each project the parties agree to undertake will be described in one or more Scope(s) of Work or order forms (each, an “SOW”).

Last updated: January 30, 2026

1) Services; SOWs

1.1 Services. Agency will provide the services described in each SOW, which may include strategy, branding, creative, content, web design & development, performance marketing, social media, analytics, and related support. Agency will perform in a professional and workmanlike manner, using commercially reasonable efforts to meet agreed milestones.

1.2 SOW Precedence. If there is a conflict between an SOW and this Agreement, the SOW controls for the applicable project; otherwise these Terms govern.

1.3 Third Party Services & Tools. Agency may recommend or configure third party platforms (e.g., ad networks, CRMs, CMSs, analytics, email, call tracking). Client’s use of such services is subject to the third party’s terms and privacy policy; Client is responsible for all third party fees. Agency does not control and is not liable for third party services.

2) Fees; Taxes; Invoicing; Late Payment

2.1 Fees. Client will pay the fees set out in the SOW. Unless stated otherwise, fees exclude taxes and pass through costs (e.g., media spend, printing, stock assets, domains, hosting), which Client must pay.

2.2 Deposits & Billing.Foundational/Project Work: If the total project fee exceeds $6,000, 50% is due at signing and 50% at completion (see §6 Acceptance). For projects $6,000 or less, fees are due in full at signing, unless an SOW states otherwise.

Retainers/Ongoing Work: Recurring services are billed monthly in advance (or as stated in the SOW).

Hourly/Out of Scope Work: Billed at Agency’s then current rates, subject to any minimums stated in the SOW.

2.3 Payment Terms. Unless the SOW states otherwise, invoices are due within 10 days of receipt. A 1.5% monthly service charge (or the maximum permitted by law) applies to overdue amounts. All IP licenses are conditioned on full payment.

2.4 Taxes. Fees are exclusive of taxes. Client is responsible for all applicable taxes (except taxes on Agency’s income). If required by law to withhold taxes, Client will gross up payments so Agency receives the full amount invoiced.

3) Change Orders

Client may request changes in scope by written Change Order. Agency will respond with availability, fee and schedule impact, and any necessary amendments. If a requested change falls outside the intent of the original SOW, Agency may bill on a time and materials basis at current rates and adjust timelines accordingly. Work on changes begins only after written approval.

4) Client Responsibilities; Delays

Client will timely provide all required information, materials, content, access, and approvals. Delays by Client (or third parties under Client’s control) extend Agency deadlines day for day. Agency is not liable for delays caused by events beyond its reasonable control (see §16 Force Majeure).

5) Approvals; Acceptance

Within 7 business days after delivery of each milestone or deliverable, Client will review and either (a) approve, or (b) provide a consolidated list of required corrections aligned to the SOW. Agency will have at least 7 business days to make corrections (or a reasonable period if the updates are more extensive). Absent written feedback within the applicable period, the deliverable is deemed accepted.

6) Project Completion

Foundational marketing efforts are deemed complete when (a) materials are printed and/or published, (b) a campaign or website is launched, or (c) 7 days have passed since notice of completion and Agency has made all reasonable written change requests. Final payment (if any) is due at completion.

7) Intellectual Property; License; Portfolio Use

7.1 Ownership (Work for Hire Disclaimer). Unless an SOW explicitly states otherwise, the work and deliverables are not “work for hire.” Rights granted to Client are contractual and defined in this Agreement. Agency retains ownership of preliminary works, concepts, underlying tools, methods, and know how.

7.2 License to Final Deliverables. Upon full payment, Agency grants Client a non exclusive, worldwide, perpetual license to use and display the final deliverables in their delivered form for Client’s own business purposes. Client may not create derivative works, modify, or extract portions unless permitted in the SOW.

7.3 Agency Tools & Preliminaries. Agency’s internal tools, frameworks, templates, and processes remain Agency property. Agency grants Client a non exclusive, non transferable license to use such tools only as necessary to use the final deliverables. Client will return (or certify destruction of) preliminary works upon completion if requested.

7.4 Accreditation & Promotion. Agency may place reasonable accreditation (e.g., footer link, notation, or watermark) on deliverables and may display the work (including Client name/marks) in portfolios, websites, social channels, case studies, galleries, and award submissions to recognize creative excellence and for professional advancement. Client agrees not to remove accreditation.

8) Confidentiality

Each party will protect the other’s Confidential Information and use it only to perform this Agreement, disclosing it solely to personnel and professional advisors who need to know and are under confidentiality obligations at least as protective as these Terms. Exceptions include information that is public, already known without restriction, independently developed without use of the other’s Confidential Information, or rightfully received from a third party without restriction. Disclosures required by law are permitted with reasonable notice (if lawful).

9) Privacy & Data; Tracking; Call Recording

9.1 Tracking & Data Collection. Client authorizes Agency to configure and analyze tracking technologies (including third party apps) to measure marketing performance (e.g., cookies, pixels, analytics, lead forms). Client is responsible for ensuring its properties (websites/apps) present legally compliant notices and consent mechanisms to end users.

9.2 Personal Data. Client authorizes Agency to collect, process, and transmit personal data to Client or Client’s systems solely to perform the Services. Client is solely responsible for the lawful use of such data and any obligations to end users (e.g., rights requests, retention, deletion). Agency disclaims liability for Client’s downstream use of personal data.

9.3 Call Recording (If Enabled). If Client requests call recording, then either (a) Client authorizes a pre call voice disclosure that the call is recorded, or (b) Client will independently obtain any required consent from its agents/employees and callers, in compliance with applicable laws.

9.4 Security. Each party will maintain commercially reasonable administrative, technical, and physical safeguards to protect data under its control.

10) Representations & Warranties; Disclaimer

10.1 Mutual. Each party represents that it has the right and authority to enter into this Agreement.

10.2 Client Materials. Client represents that content, data, and materials it provides do not infringe third party rights and that Client has all necessary rights to authorize Agency to use them to perform the Services.

10.3 Agency Deliverables. To Agency’s knowledge, final deliverables do not knowingly infringe third party rights.

10.4 Disclaimer. Except as expressly stated, the Services and deliverables are provided “AS IS.” Agency disclaims all other warranties, whether express, implied, statutory, or otherwise (including merchantability, fitness for a particular purpose, and non infringement), and does not guarantee uninterrupted or error free operation.

11) Indemnification

11.1 By Client. Client will indemnify and hold harmless Agency and its personnel from losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from third party claims relating to (a) Client materials, data, or instructions; (b) Client’s use of the Services or deliverables in violation of law or this Agreement; or (c) Client’s gross negligence or willful misconduct.

11.2 IP Claims. If a third party alleges that materials supplied by a party infringe its IP rights, that party will defend and indemnify the other against resulting losses, and may (at its option) procure a license, modify/replace the materials, or terminate the infringing use on notice.

12) Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, punitive, or lost profit damages, even if advised of the possibility. Except for Excluded Claims (gross negligence, fraud, willful misconduct; breach of confidentiality; IP indemnities; or Client’s payment obligations), each party’s aggregate liability arising out of this Agreement will not exceed the fees paid by Client to Agency in the three (3) months preceding the first event giving rise to liability.

13) Term; Termination; Suspension

13.1 Term. This Agreement begins on the Effective Date and continues until terminated.

13.2 Convenience / Account Closure. Client may terminate an SOW or this Agreement for convenience on written notice; Agency may terminate per §13.4. Client remains responsible for amounts due through the effective termination date.

13.3 For Cause. Either party may terminate on 30 days’ written notice for an uncured material breach (or 10 days where this Agreement so provides), or immediately if the other party becomes insolvent, assigns for creditors, or similar events occur.

13.4 Suspension/Termination by Agency. Agency may suspend or terminate Services if Client breaches this Agreement, fails to pay, engages in activity that degrades security, privacy, or stability, refuses to provide reasonably requested information, or as otherwise permitted by law.

13.5 Effect. Upon termination, all licenses cease (except those expressly surviving), Client must cease use of non final materials and pay for (a) Services performed through the effective date, prorated if applicable, and (b) all expenses and pass through costs incurred. Sections intended to survive do so (including payment, IP, confidentiality, limitations, and dispute resolution).

14) Independent Contractor

Agency is an independent contractor; no partnership, joint venture, or employment relationship is created. Neither party may bind the other.

15) Notices

Notices must be in writing and are deemed received when delivered by certified mail with return receipt, or when confirmed received by email. The parties will use the addresses in the SOW unless updated in writing.

16) Force Majeure

Neither party is liable for delay or failure due to events beyond its reasonable control (including natural disasters, government actions, power failure, labor disputes, war, terrorism, epidemics/pandemics). Payment obligations are not excused.

17) Governing Law; Dispute Resolution (U.S.; Georgia)

17.1 Governing Law. Georgia law governs, without regard to conflicts principles.

17.2 Arbitration. Except for claims relating principally to IP rights, which will be litigated as set out below, disputes will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Douglasville, Georgia, in English. The arbitrator will apply Georgia and U.S. substantive law. Any award may be enforced in any court of competent jurisdiction. Class actions are waived to the extent permitted by law.

17.3 Courts for IP/Ancillary Relief. For IP matters and to confirm/vacate awards or seek provisional relief, the parties consent to the exclusive jurisdiction of the U.S. District Court for the Northern District of Georgia and the state courts in Douglas County, Georgia. Jury trial is waived to the extent permitted by law.

18) General

18.1 Assignment. Client may not assign this Agreement without Agency’s prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations. Agency may assign to an affiliate or in connection with a corporate transaction. Any non permitted assignment is void.

18.2 Entire Agreement; Order of Precedence. This Agreement (including SOWs and incorporated documents) is the entire agreement, superseding prior discussions. In case of conflict, the order of precedence is: (1) SOW; (2) these Terms; (3) documents incorporated by reference.

18.3 Modifications; Waivers; Severability. Changes must be in a signed writing (or as otherwise allowed herein). A waiver must be in writing; failure to enforce is not a waiver. If any provision is unenforceable, the remainder remains in effect and the invalid term is enforced to the maximum extent permitted.

18.4 Headings; Interpretation. Headings are for convenience only. “Including” means “including without limitation.” No provision will be construed against a drafter.