MASTER SERVICE AGREEMENT

Governing Document of LaunchPreneur, Inc. and its Divisions ViralBrand and CollabsHub

1. DEFINITIONS

1.0 “Commencement” or “Start” shall mean the initiation of Services, inclusive of strategy, planning, influencer identification, and development of any influencer-facing materials, including but not limited to vibe decks.
1.1 “Agency” shall mean LaunchPreneur, Inc., a Delaware corporation, together with its operating divisions, subsidiaries, and affiliates, including but not limited to ViralBrand and CollabsHub, all of which are deemed parties hereto.
1.2 “Client” shall mean the contracting counterparty receiving Services pursuant to this Agreement.
1.3 “Services” shall mean all marketing, consulting, strategy, Talent outreach, campaign execution, and related services undertaken by Agency pursuant to an executed Statement of Work (“SOW”).
1.4 “Goals” shall mean the content, deliverables, reports, and performance outcomes as may be enumerated in an SOW.
1.5 “Unique Influencer/Talent Profile” shall mean an individual influencer, creator, or celebrity account, whether hosted on Instagram, TikTok, YouTube, or other relevant social media platforms.
1.6 “UGC” shall mean user-generated content, inclusive of videos, images, audio, written posts, or any other content produced, published, curated, or re-shared by a Talent, whether original or derivative, and regardless of format, medium, or platform.
1.7 “Post” shall mean any discrete act of publication by a Talent, whether in the form of a story, reel, video, image, or written post; story posts, though transient, are expressly included.
1.8 Each Post requires corresponding product seeding by Client unless otherwise specified.
1.9 “Grassroots Talent” shall mean Talents with fewer than 100,000 followers, further subdivided into:
Nano Talent: 1–9,999 followers;
Micro Talent: 10,000–49,999 followers;
Mid-Tier Talent: 50,000–99,999 followers.
1.10 “Macro Talent” shall mean Talents with 100,000–999,999 followers, further subdivided into:
Lower Macro Talent: 100,000–499,999 followers;
Upper Macro Talent: 500,000–999,999 followers.
1.11 “Mega Talent” shall mean Talents with 1,000,000 or more followers.
1.12 “Celebrity Talent” shall mean pressworthy personalities recognizable beyond social media.
1.13 “Reach” shall mean unique users reasonably estimated to have been exposed to campaign content.
1.14 “Affiliates” shall mean Talents participating via unique codes or links in exchange for product, fees, or commissions.
1.15 “Ambassadors” shall mean recurring Talents delivering above-average performance.
1.16 “Talent” shall mean any creator, influencer, affiliate, ambassador, grassroots participant, macro or mega influencer, celebrity, or other contributor engaged in campaign activities, regardless of tier, platform, or notoriety.
1.17 “Willful Breach.” “Willful Breach” shall mean an intentional act or omission by Agency, taken with actual knowledge that such act or omission constitutes a material breach of this Agreement, and undertaken in conscious disregard of the rights or obligations of the Client. For clarity, a Willful Breach does not include ordinary negligence, mistakes, errors in judgment, unforeseen circumstances, Talent non-performance, platform policy changes, or other failures outside Agency’s direct control.
1.18 “Optional.” “Optional” shall mean any service, deliverable, or function that is not included in the current scope of work, but may be availed by Client upon written request, subject to additional service fees and Agency’s acceptance.

2. SERVICES

2.1 Services shall be rendered strictly in accordance with each duly executed SOW.
2.2 Any alteration to scope requires a written modification signed by both parties.
2.3 Agency may subcontract performance to third parties in its sole discretion, provided Agency remains responsible for oversight.
2.4 For full-service ViralBrand campaigns, Client shall be entitled to one (1) sixty-minute strategy call per calendar month as part of the included scope of work, and up to three (3) twenty-minute huddles per calendar month as needed. These sessions must be used within the calendar month and do not roll over.
2.5 Additional meetings, consultations, or strategic services beyond the allotment set forth herein may be billed separately at Agency’s standard hourly rate unless otherwise agreed in writing.
2.6 Day-to-day communications shall be conducted via electronic mail unless otherwise expressly stipulated.

3. COMPENSATION

3.1 Client shall pay fees as set forth in the applicable SOW.
3.2 Invoices are payable immediately upon receipt. Failure to timely remit payment shall constitute a material breach.
3.3 Performance-based fees, if any, shall be expressly delineated in the SOW.
3.4 Time is of the essence with respect to Client’s payment obligations.

4. TERM & TERMINATION

4.1 This Agreement shall commence upon execution and first payment, and continue until terminated as provided herein.
4.2 Either party may terminate for material breach upon fifteen (15) days’ written notice, provided the breach is not cured.
4.3 Either party may terminate without cause upon thirty (30) days’ written notice; Client shall compensate Agency for all Services rendered and commitments incurred through the termination date.

5. INTELLECTUAL PROPERTY & USAGE RIGHTS

5.1 Unless otherwise provided, content generated under campaigns shall remain the property of the originating creator.
5.2 Client shall receive a non-exclusive, royalty-free, worldwide license to exploit such content across Client’s owned and paid media channels for twelve (12) months from first publication, unless otherwise set forth in the SOW. Grassroots content may be licensed in perpetuity.
5.3 Paid amplification or whitelisting requires Agency’s express written approval.

6. CONFIDENTIALITY

Each party agrees to maintain as strictly confidential all proprietary, financial, and non-public information disclosed under this Agreement.

7. BRAND SAFETY & CONTENT APPROVAL

7.1 Client may review Talent lists and draft content prior to campaign launch, subject to timelines.
7.2 Agency reserves the unilateral right to exclude any Talent deemed detrimental to brand or campaign integrity.

8. COMPLIANCE

8.1 FTC Guidelines. Agency shall instruct and require all Talents, affiliates, and ambassadors to comply with the Federal Trade Commission’s (“FTC”) disclosure requirements, including clear and conspicuous disclosure of material connections. Client acknowledges Talents are independent contractors, and Agency cannot compel or guarantee individual compliance.
8.2 Platform Terms. Client content and Talent deliverables must comply with the policies of TikTok, Meta, Amazon, and any other platforms. Agency shall include these requirements in influencer agreements and creative direction, but shall not be liable for Talent non-compliance or platform enforcement actions.

9. LIABILITY & INDEMNIFICATION

9.1 Agency’s aggregate liability shall not exceed the fees paid within the preceding ninety (90) days.
9.2 Each party shall indemnify, defend, and hold harmless the other against third-party claims arising from its gross negligence or willful misconduct.
9.3 Agency shall not be liable for influencer removal, platform takedowns, algorithmic changes, or intellectual property violations committed by influencers, provided Agency has exercised commercially reasonable vetting.
9.4 Client acknowledges Talents are independent contractors and may express opinions authentically. Agency cannot and does not guarantee positivity or enthusiasm. Client shall indemnify and hold Agency harmless from any claim, damage, or reputational harm arising out of Talent expression.

10. TERMS

10.1 Campaign scope shall be determined by the number of Unique Talent Profiles engaged.
10.2 Goals are aspirational, not guaranteed.
10.3 Posting schedules are approximate and outside Agency’s control.

11. ADDITIONAL PROVISIONS

11.1 Talent approval window (48 hours).
11.2 Delegated authority = Client indemnifies Agency.
11.3 AI-based brand alignment tools are benchmarks, not warranties.
11.4 CollabsHub self-service campaigns are Client-managed.
11.5 Written modifications only; oral statements void.
11.6 Client must ship product within 2 business days of influencer confirmation.
11.7 Client must provide sufficient product for gifting.
11.8 Agency’s performance contingent on Client’s timely cooperation.
11.9 Disputes = 5-day mutual resolution period before escalation.
11.10 Content compliant if it includes product + disclosures.
11.11 Agency not liable for influencer publishing delays.
11.12 Force majeure events excuse performance.
11.13 Client Opt-In Engagement & Refund Disclaimer. Refunds not applicable if Client declines presented opt-ins.
11.14 Influencer Autonomy. Agency cannot compel influencer compliance; Talents are independent contractors.
11.15 Product Seeding & Natural Attrition. Not all seeded influencers will post. Attrition is normal.
11.16 Paid Media Amplification Liability. No guarantees; Agency not liable for platform denials, outages, or Talent account issues.
11.17 Content Usage Rights by Tier. Grassroots = perpetual;
Macro/Mega/Celebrity = 12 months unless renegotiated.
11.18 KPI Targets as Aspirational Goals. KPIs are goals, not enforceable deliverables.
11.19 AI Tool Disclaimer. Outputs are probabilistic; Agency not liable for AI-driven outcomes.
11.20 Platform Changes & Algorithm Variability. Agency not liable for reach/engagement impacts due to algorithm shifts.
11.21 Chargebacks & Payment Reversals. Prohibited; breach if attempted.
11.22 Client-Supplied Products & Materials. Client indemnifies Agency for product liability.
11.23 Client Delays in Approvals. Extend timelines; not Agency breach.
11.24 Talent Morality / Conduct. Agency not liable for reputational issues caused by influencers.
11.25 Paid Media Budget Risk. Client bears spend risk once allocated to platforms.
11.26 Talent Availability & Dropouts. Agency not liable for cancellations or refusals.
11.27 Non-Exclusivity. Agency may represent competitors absent exclusivity agreement.
11.28 Regulatory & Legal Changes. Agency not liable for new/changed regulations.
11.29 Force Majeure Expansion. Includes influencer illness, courier delays, supply chain issues, and platform outages.
11.30 Data & Reporting Accuracy. Metrics come from platforms/tools; Agency not liable for discrepancies.
11.31 Non-Solicitation of Talent. Client barred from direct Talent engagement for
12 months; breach = liquidated damages.
11.32 Content Archival. Agency maintains campaign records for 6 months post-completion.
11.33 Alcohol & Age-Restricted Products. Client warrants licenses for restricted industries. Agency not liable; Client indemnifies for compliance failures.

12. GENERAL

12.1 Entire Agreement = this document + executed SOWs.
12.2 Governing Law = Delaware. Venue = Delaware courts (Agency may elect Nevada). Jury trial waived.
12.3 Mediation required before litigation.
12.4 No assignment without Agency consent.
12.5 Refund Waiver; Limited Credits. Client irrevocably waives any and all rights to refunds, offsets, penalties, or chargebacks. No refund shall issue under any circumstance save for Agency’s Willful Breach (as defined in §1.17). In the event a refund is ever considered, such refund must be mutually agreed upon in writing by both Agency and Client. Any refund so approved shall be issued solely in the form of a credit toward future campaigns with Agency; under no circumstances shall cash or cash-equivalent refunds be provided. This waiver and limitation survive termination.
12.6 Attorneys’ Fees: prevailing party entitled to costs.
12.7 Hierarchy of Authority; Supremacy. This Agreement overrides any proposal, SOW, addendum, or conflicting provision. Operates with the force of bylaws.