MASTER SERVICE AGREEMENT

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

PREAMBLE

This Master Service Agreement ("Agreement") is entered into by and between LaunchPreneur Inc., a Delaware corporation, and the undersigned Client. This Agreement is governed by Delaware law and sets forth the terms and conditions under which Agency shall provide influencer, affiliate, Talent, and campaign-related marketing services. This Agreement is intended to be legally binding and enforceable, and any ambiguities shall be interpreted in favor of preserving the intent and protections of the Agency as the campaign architect and execution partner..

1. DEFINITION

1.0 "Start" refers to the commencement of Services and includes strategy, planning, Talent identification, and development of the Talent vibe deck or look-alike Talent deck used for inspiration, targeting, and brand alignment.

1.1 "Agency" refers to LaunchPreneur Inc., a Delaware corporation, together with its operating divisions, subsidiaries, and affiliates, including but not limited to ViralBrand, CollabsHub, and The McCord List.

1.2 "Client" refers to the entity receiving services under this Agreement.

1.3 "Services" means all marketing, consulting, strategy, Talent outreach, affiliate ecosystem development, and campaign execution services provided by Agency, including the development of direct-to-consumer influence strategies, UGC campaigns, affiliate-driven commerce programs, and celebrity or creator activations.

1.4 "Goals" means the content, reports, and performance outcomes as outlined in the relevant Statement of Work (SOW). Goals represent strategic targets and aspirational outcomes, not fixed deliverables. Due to the organic, iterative, and word-of-mouth nature of Talent, influencer, affiliate, and celebrity-driven marketing, stated goals are directional and non-binding. Agency consistently aims to overdeliver, exceed expectations, and optimize results, but Client acknowledges that campaign success involves dynamic learning and market response, and that no specific outcome is contractually guaranteed.

1.5 "Unique Talent/Influencer Profile" refers to one (1) specific social media account (e.g., Instagram, TikTok, YouTube) operated by a particular Talent or Influencer. Each account is counted separately for purposes of campaign planning, tracking, and performance metrics, regardless of whether multiple accounts are managed by the same individual.

1.6 "UGC" (User-Generated Content) refers to a single piece of content (video, image, text, or any combination thereof) produced by a Talent, including branded content that has been modified in any way—such as through narration, voiceover, text overlay, edits, captioning, or AI-generated or AI-enhanced versions derived from original Talent content for the purpose of amplification or optimization. All posts constitute UGC, including re-edited versions, derivations, and any modified, adapted, repurposed, or derivative formats of original content. Additionally, any repost or redistribution of brand-approved creative assets by a Talent shall also be considered UGC, except in cases where the Talent performs a simple reshare with no added commentary, captioning, voiceover, or other creative input—such instances shall be referred to as a "reshare" and not UGC.

1.7 "Post" refers to any individual piece of content published by a Talent, including story, reel, video, still image, or written post. A post equals UGC unless it is merely a reshare.

1.8 Each "product seeding" UGC/post may require a product from the Client to be provided as part of product seeding unless otherwise stated in the SOW. There shall be no expectation of a post from Talent prior to their receipt of the product. For product review campaigns where usage is required in content, the average turnaround time is approximately thirty (30) days from Talent approval to posting, to account for product shipment and required usage period. Posting timelines are directly influenced by the timeliness of Client product approvals and shipping coordination. Talent must have received the product and shall be afforded a minimum of seven (7) days to use or experience the product before any expectation of creating UGC or publishing content shall apply.

1.9 "Talent Classification and Levels" refers to the follower-based tiering system used to categorize creators, influencers, and public figures engaged by Agency. All Talent engaged under this Agreement may be broadly classified into one of two core groups: (1) Grassroots Influencers, which includes Nano, Micro, and Mid-Tier Talent, and (2) Professional Creators, which includes Macro, Mega, and Celebrity Talent.

  • Nano Talent: 1,000–9,999 followers.

  • Micro Talent: 10,000–49,999 followers.

  • Mid-Tier Talent: 50,000–249,999 followers.

  • Macro Talent: 250,000–999,999 followers.

  • Mega Talent: 1,000,000+ followers.

  • Celebrity Talent: Public figures with mass-market reach, cultural relevance, or notoriety beyond social media.

1.10 "Reach" refers to the estimated number of unique users exposed to campaign content. "Media Reach" refers to the total number of followers across one or more Talent profiles, serving as a proxy for potential impressions.

1.11 "Affiliates" refers to any Talent activated, recruited, or managed by Agency or through CollabsHub under a campaign. These Affiliates are part of Agency’s proprietary ecosystem. Any Affiliates developed as part of Agency’s program are exclusive to Agency, and Client agrees not to contact or engage them directly without written consent. Any direct outreach, contact, or communication from Client or Client representatives to any Talent managed by Agency is strictly prohibited and shall constitute a material breach of this Agreement. In addition to violating the terms of this Agreement, such unauthorized contact may expose Client to potential violations of federal or state laws—including, but not limited to, email spam and solicitation regulations.

1.12 "Ambassadors" refers to high-performing Affiliates who consistently deliver above-average results and may be elevated within the campaign.

1.13 "Advocates" refers to unpaid supporters who promote the brand organically. They may be influenced by Affiliates or Ambassadors and are part of the broader ecosystem nurtured by Agency.

1.14 "Affiliate Ecosystem" refers to the full network of Talents, Affiliates, Ambassadors, and Advocates managed by Agency on Client’s behalf. Agency serves as the Master Affiliate within this ecosystem, and all resulting sales or impact shall count toward program KPIs.

1.15 "Talent" includes all creators, influencers, celebrities, actors, or contributors engaged under this Agreement.

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 & INFLUENCER GUIDELINES

Talent are not employees of the Agency. They retain creative control over their content. Agency influences but does not control Talent, ensuring FTC-compliant disclosure while encouraging authenticity. Even when Agency provides talking points, Talent are free to express real opinions.

8.1 Agency adheres to all FTC requirements:
https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers

8.2 In campaigns involving regulated industries (e.g., alcohol, healthcare, finance), Agency ensures compliance through best practices. For alcohol-related campaigns:

  • No promotion of irresponsible consumption

  • No underage targeting

  • Use of mandatory disclaimers and platform restrictions

8.3 Agency is indemnified from any Talent expression, opinion, or conduct and shall not be held liable for influencer-generated content, sentiment, or third-party outcomes. Agency's role is to influence—not control—Talent in alignment with federal guidelines.

9.DELAWARE LAW CLAUSES

9.1 This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

9.2 Any legal action shall be brought exclusively in Delaware state or federal courts. Jury trial is waived by both parties.

9.3 Any implied duties not explicitly included in this Agreement are waived to the fullest extent permitted by Delaware law.

9.4 Client acknowledges that breaches of non-solicitation, confidentiality, or scope terms may cause irreparable harm. Agency may pursue equitable remedies, including injunctive relief, without bond in addition to monetary relief.

10. GENERAL TERMS

10.1 This Agreement supersedes all prior or contemporaneous proposals, emails, informal communications, or verbal conversations.

10.2 Modifications must be in writing and signed by both parties.

10.3 Electronic signatures, email approvals, and digital formats are legally binding and enforceable.

10.4 This Agreement is enforceable with the authority of bylaws.

10.5 Supremacy Clause: In the event of any conflict between this Agreement and any other document—including other MSAs, scopes, contracts, or signed agreements provided by the Client—this Master Service Agreement shall govern. This supersedes inconsistent terms found in external agreements, communications, or drafts, regardless of signature date, unless explicitly waived in writing by both parties.

11. ADDITIONAL PROVISIONS

11.13 Non-Solicitation of Talent: Client may not contact, solicit, negotiate, or engage any Talent presented, introduced, or activated by Agency without written consent. Breach of this clause constitutes a material breach and may result in damages up to 100% of the campaign value (minimum $10,000 per instance). Agency may terminate this Agreement without refund and pursue full payment.

11.14 Breach Tracking & Threshold: Agency may issue warnings regarding contract violations. If three (3) documented breaches occur—whether related or not—this shall be deemed a material breach.

11.14A Scope Integrity Clause: Client requests outside of the Scope of Work must be documented in a signed amendment. Unaligned requests may impact delivery and, if repeated, count toward breach.

11.15 AI-Powered Vetting: CollabsHub uses AI-based modeling to determine Talent alignment. Inputs include engagement quality, follower quality, brand fit, and performance scoring. Talents scoring 80%+ are pre-approved for campaign participation unless otherwise noted.

11. MATERIAL BREACH SUMMARY & CONSEQUENCES

11.1 The following constitute a material breach:

  • Nonpayment or delayed payment

  • Contacting Talent without permission

  • Making three or more misaligned or out-of-scope requests

  • Releasing confidential Talent info or rate data

  • Harassment or unprofessional behavior toward Agency staff or Talent

12.2 Upon material breach, Agency may:

  • Terminate the Agreement with no refund

  • Retain all funds already paid

  • Demand full payment of the remaining contract amount

  • Seek legal or equitable relief under Delaware law

12.3 Agency retains sole discretion in determining whether a breach is curable or terminal. This ensures protection of Talent relationships, legal compliance, and operational continuity.