MASTER BRANDING SERVICES AGREEMENT

TERMS AND CONDITIONS

By clicking “Complete my Purchase,” or any other phrase on the purchase button, entering your credit card information, or otherwise enrolling, electronically, verbally, or otherwise, you (“Client”) agree to be provided with content creation services by The Branding Guru, LLC [DBA WORKPLAY BRANDING], a Florida Limited Liability Company (hereinafter referred to as “Company”). By enrolling in the WorkPlay Branding Services (“Scope of Work”), you are entering into a legally binding agreement with the Company, subject to the following Terms and Conditions. Together, both the Scope of Work and Terms and Conditions set forth the Agreement between the parties (“Agreement”). 

 

Client hereby acknowledges all policies and procedures contained within this document and agrees that they are familiar with Company’s work and website and have done their own research into Company and Company’s services and product, and being satisfied with their research and understanding of Company’s services and work product, expresses assent to the following terms:

 

Definitions

​​For purposes of this Agreement, the following terms shall have the following meanings:

 

“Brand Board” means one (1) document comprising no more than two (2) fonts, five (5) color palettes, and seven (7) images created based on Client’s submitted color palette. 

 

“Brand Shoot” means a session that captures either photographs, videos, or both, based upon the contracted Content Creation Services. Per Brand Shoot, Client shall receive at least ninety (90) pieces of content such as photography and/or video, depending upon the contracted Services. For the entire Term, Client shall receive up to three hundred and sixty five (365) pieces of content such as photography and/or video. A Brand Shoot is not “completed” until the photos have been edited, delivered, and Client has made their selection of 90 images. 

 

“Brand Shoot Agenda” means one (1) document, per brand shoot, which includes: the agenda, arrival times for each location, location names and addresses, the shot list for each brand shoot location, brand shoot scenes and outfits, the prop list, general expectations for the Client, and what Client can expect from Company on the day of the brand shoot. 

 

“Brand Shoot Location” means the city and state chosen by Client for Client’s desired brand shoot. Selecting the location of your brand shoot is NOT Company’s responsibility.

 

“Brand Shoot Scene” means the potential place(s), such as a coffee shop, park, Air BnB, etc., of the Client’s confirmed Brand Shoot Location. 

“Client-Caused Delays” means delays caused by the client in fulfilling their contracted responsibilities. Examples of client-cause delays including, but are not limited to, client: delays in making payments, non-compliance with brand shoot photographer, wardrobe changes in excess of five (5) minutes, ending brand shoot early, declining to capture photos at a brand shoot scene, declining to go to the next planned brand shoot location, deviating from the shot list plan, running late, client’s third-party contractor (e.g., hair, makeup, etc.) running late, or picking up brand shoot photographer late.

 

“Content” means the completed photography, videography, social media graphic creation, and/or iPhone content creation services contracted by Client. This may also include any photography, videography, and/or graphic provided by Client to Company.

 

“Content Creation Services (CCS)” means the contracted photography, videography, social media graphic creation, and/or iPhone content creation services selected by Client. CCS is NOT social media management, follower growth, expected additional revenue, or marketing strategy.

 

“Content Calendar” means one (1) excel template of a draft content calendar of proposed photos and/or videos from the brand shoot. Unless Client has secured a caption writing power up, the content calendar template shall not include suggested written captions.

 

“Content Scheduling” means uploading client’s approved video and/or photo content, as marked in the Content Calendar, onto a third-party social media application for distribution on Instagram & Facebook only, unless Client has secured a company Power Up for additional social media platforms. Client shall be responsible for paying for any third-party scheduling software. 

 

“Effective Date” means the date of the last signature affixed to this Agreement.

 

“Kick Off Call” means one (1) 60-minute call facilitate via Zoom video conferencing, or a comparable video software service in which Company welcomes client, reviews timeline and potential brand shoot dates, conducts initial brand shoot brainstorm, confirms client access to Company dashboard, and reference of Client intake forms, if necessary. Please note, this is not a strategy call or an opportunity for Company to review client’s overall brand. 

 

“Power Ups” means additional services, outside the scope of the CCS, such as caption writing, styling, custom graphics, or b-roll video the client may add to their contracted CCS. Power Ups require a separate contract and payment between Client and Company. 

 

“Visual Feed” means an excel spreadsheet showcasing up to ninety (90) days of client’s photo and/or video content. 

 

ARTICLE 1

SCOPE

 

The Content Creation Services to be provided are outlined in a Scope of Work, which is attached in Addendum (the “Services”) detailed in Schedule A and incorporated by reference. Company agrees to provide the Services for the duration of the Term detailed in the attached schedule. Client agrees to remit full payment for the contracted Services. Company may agree in a separate, written document to expand the scope of Services provided to include additional service ‘power ups.’ 

ARTICLE 2

APPOINTMENT FOR SERVICES

 

Services. Client appoints Company to provide the Content Creation Services as more fully described in the Addendum. The Addendum may modify provisions in this Agreement, in which case the provisions of the Addendum shall govern. 

 

Content Creation Services (CCS): Prior to Client’s Brand Shoot, Client must select their CCS choice of either photography, videography, social media graphic creation, and/or iPhone content creation services for each individual Brand Shoot. 

 

Limited Scope of Content Creation Services: Client understands and agrees that Company’s services are limited to the scope of services detailed in this Agreement and Schedule A. Client may request additional services and, at Company’s sole discretion, Company may agree to provide additional services for an additional fee of $150 per hour or an amount that will be agreed upon in writing prior to beginning such additional work. 

 

Pausing Services: There shall be no pause in the Contract Term. If Client takes a break from Client’s business for any reason, this does not allow Client to pause the contract with Company, which would materially affect Company’s business. 

 

 

 

ARTICLE 3

COMPANY OBLIGATIONS

 

This relationship between the Company and the Client is also a service provider relationship. Company agrees to provide the Services as detailed in Schedule A and any other future Addendums in a timely, diligent, professional, and workmanlike manner, in accordance with the Agreement and in a manner consistent with industry standards and respect Client's confidential and proprietary information ("Confidential Information").

 

Schedules: Company services are based upon a standard work week (Monday-Friday, 9:00 am - 6:00 pm EST). If applicable, rush work and/or changes to the standard work week or Company’s standard availability requested by Client will result in additional charges at the rate provided by the Company at the time of request.

 

Company is closed on all major holidays and the entire week of Christmas and New Years. Company operates with a partial staff every Friday from Memorial Day to Labor Day. Company plans its schedules and deliverance fees accordingly. Company reserves the right to adjust the project schedule. 

 

Voxer Support: Client may communicate with Company through a private Voxer channel. Company’s office hours are Monday-Friday between 10:00 am PST and 5:00 pm PST (“Office Hours”). Company will review and respond to all inquiries on Voxer within 48 hours (during said Office Hours, on business days only). This response time does not include holidays. 

ARTICLE 4

CLIENT RESPONSIBILITIES

Self-Paced Onboarding (“Onboarding”) Overview: Onboarding includes, but is not limited to, signing and returning the master branding service agreement online, completing company provided forms, including the credit card authorization form, and paying the enrollment fee. Client must schedule their Zoom Kick-Off Call via Company’s scheduling link within thirty (30) days of completing the Self-Paced Onboarding. 

Onboarding Time Frame: When Client enrolls in the Content Creation Services, Client agrees to complete onboarding within seven (7) business days. Company provides video-assisted onboarding with forms and access to Company’s schedule. Onboarding done by Client is self-paced; however, Client is advised that the Zoom Kick-Off Call, social media plan, and production timeline cannot be planned and implemented until Client’s self-paced onboarding is complete. Therefore, the 7 day onboarding is required per the terms of this Agreement. If Client does not complete full onboarding within 7 business days, Client is deemed in breach and is still responsible for all remaining monthly payments required under the terms of this Agreement, however Company shall not be required to provide services under this Agreement until Onboarding is complete. 

Communication Response Times: Client understands that prompt communication is of the utmost importance throughout the Term of this Agreement. Company cannot effectively develop Client's social presence without Client’s cooperation. Client agrees to promptly communicate with Company and provide Company with any requested information related to development of client’s brand, social media, and online presence. In order to ensure prompt communication, Client agrees to provide Company with a response to all communications within 72 hours from the time Company sends such communication. 

Communication Method: Company’s primary method of communication between the parties will be via Voxer. Client agrees to communicate with Company via Voxer. Company DOES NOT support direct emails, phone calls, or text to any individual member of the team, including separate communications with Company, the photographer or other Company content providers, contractors, or employees. All communication for Client will be through Voxer. Personal Voxer messages outside the Company Voxer group chat will not be responded to, because the whole team cannot see the communication. Company alone reserves the right to initiate any other form of communication or change the method of continuing communication at any time. In the event that any other form of communication is initiated by Company, it is for that immediate purpose and it is not to be the new standard of communication. Client agrees to use Voxer for any and all communication purposes, unless otherwise indicated by the Company. If Company changes the primary ongoing communication method, Client agrees to communicate via the new Company-selected communication method. 

Professionalism: Client agrees that the relationship created with Company is a professional one, and hereby agrees to treat it as such. Client shall communicate with Company and Company’s employees, contractors, and representatives in a professional and respectful manner at all times. Client understands that any form of disrespect will not be tolerated. Disrespect includes talking in a demeaning way, cursing, being rhetorical, or otherwise providing an attitude that would be deemed disrespectful by the reasonable person standard. Personal or inappropriate conversations with Company and or Company’s team members will not be tolerated. 

Point of Contact: Client is not allowed to contact photographer or other Company employees or contractors separately to solicit personal contact information, separate services, or other

contracts outside of this Agreement. Such attempts will be deemed as a breach of Company business, trade secrets, and intellectual property, and a violation of any non-competition, non-solicitation or non-disclosure and privacy rights of Company within this Agreement. As such, Client agrees to not hire Company’s contractors, photographers, employees, or service providers outside of this Agreement for the term of the Agreement and for a period of three (3) months after the Content Creation Services are completed. If the Agreement is terminated earlier than one year, Client agrees to not use or hire Company’s WorkPlay service providers outside this Agreement until three (3) months have passed since the termination of the services. 

 

Brand Shoot Location: Client is responsible for selecting the “Brand Shoot Location,” as defined in the Definitions section of this Agreement. Selecting the location of your brand shoot is NOT Company’s responsibility. However, once the Brand Shoot Location is determined, Company will provide assistance with suggesting Brand Shoot Scenes, as defined in the Definitions section of this Agreement.

 

Permit Fees & Location Release: Client is responsible for payment, calling and scheduling of brand shoot locations, securing Location Media Release, if applicable, and paying any and all permitting fees for both the Client and brand shoot photographer, if necessary. Company will not assist Client with researching local laws, regulations, or location permitting requirements. 

Specificity: Company and Client shall work together to focus attention and direction for a cohesive vision for the Client’s brand and social media presence. Client understands that clear direction is necessary through the creative development of Client’s social media presence. Company cannot effectively develop Client’s social media presence without Client's clear creative direction. Client agrees to be as specific and detailed as possible with the Company throughout the creative process. 

Approval: Client shall review and approve the work product submitted by Company within the timeframe as indicated in Addendum(s) of Company sending it to Client. It is Client’s responsibility to adequately examine all work produced during the contracted Services, including designed graphics, check work for spelling errors, etc., and provide Company with thorough feedback. Client understands that feedback and any requested revisions are due within the timeframe indicated in Addendum(s) after Company sends the work product. If Client does not submit feedback or requested revisions within the timeframe, Client forfeits the opportunity to provide feedback or request revisions and the work product will be deemed approved by Client. Company may, in its sole discretion, provide revision requests made outside of the contracted timeframe for an additional fee. Client must approve, including but not limited to: Client’s brand board, Client’s quarterly brand shoot agenda, Client’s favorite photos from quarterly Brand Shoots, and Client’s quarterly visual feed. 

Timelines: Deadlines may be implemented to ensure Parties stick to the timeline of the project. Client is responsible for meeting the deadlines Company implements. Company is not responsible for any delays in providing the contracted Services due to Client’s delay in communication, approval, or providing content. If Client does not meet the deadlines implemented by the Company, Company has the right to stop working on Client’s brand and social media and Client will forfeit all services for the month that is impacted by Client’s delay. 

Participation: Client understands that Client’s participation is necessary for the Company to provide services to Client. Client agrees to participate to the extent necessary for Company to provide services, including but not limited to attending the Zoom Kick-Off Call at the scheduled date and time, completing all requested material including work assignments and worksheets, Brand Shoot research, preparation, and attendance. Client understands that if Client refuses to participate and provide Company with all requested information, Company shall not be required to provide the deliverables and/or services outlined in the attached Addendum. 

Signature: Client agrees to return a signed electronic copy, provided by Company, of this agreement within 72 hours of remitting their payment for their Enrollment Fee.

 

If Client fails to return a signed digital copy of this agreement within 72 hours of agreeing to these terms and conditions, Client is deemed in breach of this Contract and is still responsible for all remaining monthly payments required under the terms of this Agreement, however Company shall not be required to provide services under this agreement. 

 

Client Cooperation: Client agrees to work with Company’s photographers, contractors, and other Company employees who are assigned to Client. Company’s photographers or Company’s subcontractor photographers shall be used for scheduled Brand Shoots. No other photographers will be allowed to make, create, or provide photography other than stock photographs provided within the terms of this Agreement. 

Client does not get to choose specific Company employees or contractors to be used for Client. Such assignment of projects is done at Company’s discretion. Client understands that they may be working with various and multiple Company team members. 

ARTICLE 5

BRAND SHOOTS GUIDELINES

 

Length of Brand Shoot: Each Brand Shoot will last up to 6  hours in length. Each Brand Shoot will be for a consecutive amount of time. 

Props and wardrobe: Client is solely responsible for Brand Shoot props, wardrobe, makeup, booking models, and any other materials or personnel needed to achieve their desired Brand Shoot vision. Client may have up to 15 outfits per Brand Shoot. 

Locations: Each Brand Shoot will have up to 4-8 scenes. The total number of scenes may vary depending on the time available during the 4 hour time slot of the Brand Shoot. The distance between all Brand Shoot locations must be within a 15 mile radius of the starting point of the Brand Shoot. Client is solely responsible for the locations they select for their Brand Shoots, including cost, making reservations, and signing contracts required for such locations. 

Photographer’s Discretion to Deviate from Brand Shoot Agenda: If there are Client-Caused Delays during the brand shoot or delays due to circumstances outside of the Client and/or photographer’s control, such as inclement weather, traffic, illness, or flight delays or cancellations, or for any other reason, Client understands that photographer has sole discretion to deviate from the Brand Shoot Agenda in order to maximize the time of the brand shoot. As such, Client may not be able to have photos taken in all planned scenes on the Brand Shoot Agenda. 

Shot list: There will be up to 6 shot list items per location. The shot list items will be detailed in the brand shoot agenda. 

 

Assumption of Risk: Due to factors outside of Company control, Company cannot be held responsible for changes in travel fees quoted once provided, whether the fee changes occurred due to a client-caused delay, fluctuation in advertised price, travel delays, or weather.

 

Additionally, Company cannot be held liable or in breach of contract in the event a force majeure event occurs, such as inclement weather, which prevents brand shoot photographer from arriving to brand shoot on time or not at all. 

 

As such, Client assumes the risk upon entering this Agreement and understands if a brand shoot is canceled or needs to be rescheduled due to inclement weather, needs to be rescheduled for a force majeure event, or any other occurrence that make it impossible for Company to perform the contracted Services. These risks may include, but not be limited to, paying additional fees for photographer’s travel, including airfare and lodging, rescheduling the photo shoot altogether. These terms are applicable whether either Party cancels or reschedules the brand shoot.

Deliverables: Brand Shoot images will be delivered for Client’s review within seven (7) business days from the completed Brand Shoot. Client will receive a minimum of 90 photos. If the client receives more, Client must select 90 of their favorite photos. The 90 selected photos will be edited according to the Client's custom edit. 

Artistic Direction: Client understands and agrees that the final post-production and editing styles, effects, and overall look of the photographs are left to the discretion of the photographer. Client understands and acknowledges that they: are familiar with the Company’s portfolio and are requesting Services with knowledge of the Company’s style; understand that the Company’s work is constantly evolving; understand that Company’s services are of unique and artistic nature; understand that the photos may be different from photos taken by Company in the past. Client acknowledges and agrees that the photos shall not be subject to rejection on the basis of taste or aesthetic criteria. 

Products: If Client delivers to Company specific products to use in a Brand Shoot, Company is not responsible for the use, return, delivery, or reuse of such product in future Brand Shoots, including insurance, mail, transportation or delivery services for such product. Client is solely responsible for holding and using such personal property and specific products that Client wants

to have used. Client is solely responsible for any damage to such property or product during a Brand Shoot. 

 

ARTICLE 6
APPOINTMENT & BRAND SHOOT SCHEDULING 

Rescheduling Kick-Off Call: In the unlikely event that Company personnel is injured, experiences an emergency, becomes ill, experiences weather difficulties, technological difficulties, or is otherwise unable to attend the Zoom Kick-Off Call, Company reserves the right to reschedule the call at another date and time to be mutually agreed upon by the Parties.

Brand Shoot Scheduling: Client is responsible for scheduling a Brand Shoot at their convenience. Client receives a total of four (4) Brand Shoots per contractual Term. If Client’s quarterly Brand Shoot is not scheduled during the contractual Term, the Brand Shoot is forfeited. Brand Shoots do not roll over into the next quarter. 

Company Brand Shoot Rescheduling: In the unlikely event that Company photographer is injured, experiences an emergency, becomes ill, experiences weather difficulties, or is otherwise unable to perform services, Company reserves the right to reschedule the Client’s quarterly Brand Shoot. Company will try to find a replacement photographer. In the event Company is unable to find a replacement photographer, Company will contact Client to pick a new date suitable for both parties. Client understands that they are unable, for any reason, to reschedule on their own behalf directly with Company photographer. 

Client Brand Shoot Cancellations: If Client cancels one or more quarterly brand shoots for any reason prior to the date of the shoot, Client understands and acknowledges that they will forfeit that quarter’s Brand Shoot. 

Travel Issues: Company is not responsible for travel issues that cause delays such as flight delays, canceled flights by the airline, or missed flights. 

ARTICLE 7
CONTENT SCHEDULING

 

Content Scheduling: If and only if expressly requested by Client, Company shall upload Client’s approved photo and/or video content, as marked in the Content Calendar, onto a third-party social media application for distribution. Company shall the content feed for Instagram & Facebook only, unless Client has secured a company Power Up for additional social media platforms.

 

Scheduling Software Access: Client will be not be  required to pay for a third party scheduling app. At Client’s request,  Company will log in directly to the Facebook Meta Suite using Client information, if and only if, Client expressly requests that Company provide Content Scheduling.

 

Scheduling Software: Client is required to pay for any third-party social media application for content scheduling. If desired, Client may still modify or otherwise control their content feed schedule through the third party scheduling app.

 

Scheduling Deadline: Content Scheduling, if requested by Client, shall be scheduled by Company between the 23rd of the prior month and the 1st of the following month. As such, all scheduled content shall be automatically approved by Company if Client has not adjusted their approval selections in the Content Calendar by the 23rd of each month. 

Scheduling Revisions: Client must provide Company with written content not attached to the image (such as caption, hashtags, calls to action, etc) for the following month by the 23rd of the current month. This is required so that Company has adequate time to schedule social media content for the following month. If Client fails to provide such written content by the 23rd of the month, posts will proceed to be scheduled according to the decided upon frequency without captions. Client may utilize a third party scheduling app and input their own written content. Client must provide Company with written content that goes onto the image for all graphic content that Client wishes to have posted with words or any form of text on it. If Client does not provide Company with the words or text that go onto the graphic by the 23rd, the graphic will not be scheduled. 

Client understands that if any content needs revision after the 23rd of each month, Client is solely responsible for making such revisions themselves. If requested, Company has support videos to assist Client with revisions; however, Company will not make those revisions themselves. 

 

ARTICLE 8

LIMITATION OF LIABILITY

No re-editing: Client shall not re-edit the media in any way, including but not limited to, the addition of filters or presets. Additional RAW photo and video footage and license thereto can be purchased at an additional cost from Company. 

No Shot Guarantee: No specific scenes or shots are guaranteed. Company will do their best to accommodate Client’s wishes per the agreed Brand Shoot Agenda, but nothing is absolutely guaranteed. 

Loss of Files: Company does not expect any loss, corruption, or damage of digital files or photographs. In the event of such loss, corruption, or damages, Company shall not be liable. 

Models or Extras: Client is responsible for finding extras or casting models for Brand Shoots. If Client wants to include extras or casting models, Company is not responsible for any independent Agreement that Client makes with its extras or casting models. Company is not responsible for paying extras or casting models. Client is solely responsible for ensuring that Client’s extras or casting models are aware of the Brand Shoot schedule, date, time, and location. Client shall provide Company with the name of Client’s extras or casting models for inclusion on the Brand Shoot Agenda information that is approved by Client. 

No liability for location: If any of Company’s contractors, photographers, or employees utilize Company owner’s photogenic personal living space or workspace or photographer’s photogenic personal living space or workspace, including at Client’s agreement, Company is not liable for any health issues or injuries that Client or Client’s extras or casting models may incur on the site. 

No liability for health and safety: Company is not liable for any health-related issues or injuries of Client or Client’s extras or casting models on Brand Shoots, including injuries or accidents while on a Brand Shoot. Client agrees to indemnify the Company from any such events. Client is solely responsible for Client’s well-being and that of Client’s extras and casting models. 

ARTICLE 9

CLIENT RESTRICTIONS ON EDITS

Client is restricted from the following: altering, editing, or manipulating the provided images in any way not granted under this Agreement; retouching, applying filters, or applying presets to the provided images; selling, leasing, loaning, or giving away the CCS images; sharing Client’s login information for Content Creation Services services or transferring any images to a third-party platform with the intent to sell, lease, or loan; re-selling the contracted images as standalone files or as part of templates, themes, graphics, prints, stickers, or other printed items intended for sale. 

Please contact Company at [email protected] with additional permission requests or with requests for further clarity on current permissions; representing that Client or someone else that is not the Company is the original creator of the contracted images; using the contracted images to market or sell other products, workshops, courses, or similar resources that are branded photography or brand-styling related images that directly compete with The Branding Guru, LLC [DBA WorkPlay Branding] products and services; using the contracted images in any illegal, offensive, or pornographic manner, requesting photography of nudity, anything that is discriminatory, or anything that is morally objectionable; altering the images in any illegal, offensive, pornographic, nude, discriminatory or morally objective way. 

ARTICLE 10

PAYMENTS & FEES

 

Payment Schedule. Client shall be responsible for paying service fees in accordance with the compensation schedule outlined in Schedule B and any future invoices issued. 

 

Client consents to Company initiating an electronic funds transfer to satisfy their contracted Service fees in accordance with the invoice. Client shall remit all payments to Company via Debit Card, Credit Card, Electronic Bank Transfer or any other payment processor of Company’s choice.

 

Third-Party Apps. Client shall be solely responsible for paying for any third-party scheduling software in order for Company to schedule their Content.

 

Travel Expenses. Client shall be responsible for adhering to the travel guidelines and travel fees as outlined in Article 32. 

ARTICLE 11

TERM

 

Term: The initial term of this Agreement shall be for a period of twelve (12) months, starting from the date of enrollment. Enrollment shall start on the date Client signs the contract and remits the initial installment payment. The term of this Agreement shall end after twelve (12) months regardless of whether Client has completed all scheduled (or any rescheduled) events and/or Brand Shoots. All payments are due and payable by Client whether they have completed scheduled or rescheduled events and/or Brand Shoots, pursuant to Schedule B.

ARTICLE 12

RENEWAL

The Agreement shall automatically renew for a period of twelve (12) months at the end of the initial Term, as outlined in Article 11, unless Client provides thirty (30) days’ notice of non-renewal to Company via email to [email protected]. If Client does not provide Company with a 30-day notice of non-renewal, Client’s Content Creation Services (CCS) will automatically renew for an additional twelve (12) month term subject to the terms of this Agreement. 

ARTICLE 13

REFUNDS; CANCELLATION

 

Company operates with a flexible REFUNDS policy. By signing this Agreement, paying the Enrollment Fee, and submitting the intake form, Client is committed to satisfying ALL payments for the Service as detailed in the Scope of Work. If Client wishes to terminate this Agreement prior to submitting the intake form, Client must adhere to the following contractual conditions:

 

Cancellation Requests Before Submitting Intake Form: Client may request to cancel the Services as detailed in the Addendum at any time for any reason after paying the Enrollment Fee and submitting their intake form. In light of the difficulties in estimating the damages for early termination of this Agreement, if Client requests to cancel this Agreement prior to submitting their intake form, Company and Client agree that the Enrollment Fee shall not be refunded to Client and shall serve as liquidated damages for Client’s early termination.

 

Cancellation Requests After Receiving Intake Form: It is understood by the Client that despite their request to cancel after submitting their intake form in anticipation of the Kick-Off Call, Client is still responsible for full Service fees as detailed in Schedule B. Company will not amortize Client’s payments to represent incremental values to each week or month of participation in this Agreement, therefore no part of your payment is subject to completion of the Services.

ARTICLE 14

RELATIONSHIP OF THE PARTIES

Company is an independent contractor and not an employee of Client. Company may hire employees or third-party contractors to perform all or a portion of the Scope of Work as detailed in the attached Addendum. Company's relationship with Client is not exclusive and unless otherwise expressly agreed in writing, no fiduciary or agency relationship is created under this Agreement. These Terms and Conditions and the Agreement are the entire understanding between Client and Company with respect to this Project and may only be changed or modified in writing signed by Client and Company.

No Professional-Client Relationship: The Company is not an employee, manager, lawyer, accountant, psychiatrist, psychologist, therapist, public relations manager, doctor, counselor, financial analyst, or other agent of Client’s business. It is Client’s responsibility to do personal research and consult with a professional for any of Client’s medical, legal, financial, or health needs. 

 

Taxes & Benefits. Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

 

ARTICLE 15

WARRANTIES OR REPRESENTATIONS

 

Client's Warranties and Representations. Client warrants, represents and agrees that: (i) Client has the legal power and authority to enter into this Agreement and perform Client's obligations hereunder, and that such performance will not conflict with any contract, obligation or lawful order to which Client is subject; (ii) Client will devote the time and resources necessary to complete all of the Tasks in a sufficient manner; (iii) Client will complete all Tasks within the timeframes agreed upon by the Parties; and (iv) Client will not engage in any practice that will or may adversely affect or threaten to adversely affect Company's professional or economic standing, including, but not limited to infringing upon, recreating, or re-selling Company’s intellectual property (e.g., creative works, trademarks, proprietary frameworks, video trainings, etc). Client agrees that they will NOT create templates from Company’s Final Deliverables and resell to third-parties. 

Company's Warranties and Representations. Company warrants and represents that Company will devote all reasonably necessary resources, based on Company's sole professional judgment, to provide Services to Client. Company does not warrant or represent that the Services will guarantee that Client will meet Client's business or financial goals.

The Company represents and warrants that it will render the Services using reasonable care and skill for a Company in their field and that any end products or materials provided by the Company to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

 

ARTICLE 16

DISCLAIMER

 

No Guarantees. The results Client experiences will be dependent on many factors including, but not limited to: Client’s level of personal responsibility, commitment, and abilities, in addition to factors that the Client/and or Company may not be able to anticipate. Company cannot guarantee the outcome of business growth, increased business network, increased social media followers, career advancement, wealth, financial success, or improved lifestyle of Client. Company makes no guarantees regarding the results Client may obtain through working with Company. Client acknowledges that Company cannot guarantee any results for improved influence, career growth, increased income, enhanced sales capabilities, or improved lifestyle in any capacity as such outcomes are based on subjective factors that cannot be controlled by Company. The services and Company’s comments about the outcome are expressions of opinion only. Company does not guarantee any type of results from use of Company’s services. 

Personal Decisions: Client agrees that he/she is solely responsible for any decision to leave his/her other career, job, or profession in order to pursue Client’s business idea, and indemnifies Company from any liability regarding said decision. Similarly, Client also agrees that he/she is solely responsible for any decision to leave his/her relationship, living environment, marriage, or the making of any other personal decision, and indemnifies Company from any liability regarding said decision. Company is not responsible for the decisions Client makes regarding their personal or professional endeavors. 

 

 

ARTICLE 17

RELATIONSHIP BETWEEN CLIENT AND COMPANY CONTRACTORS

 

Company may hire third-party contractors to perform all or a portion of the contracted services. In the event a third-party contractor is hired, Client understands that appointed Company personnel shall remain the point of contact for all questions surrounding billing, changes to the contracted services, retaining the contractor for future projects, access to proprietary information and other trade secrets. In accordance with Article 22, Client will not solicit or attempt to hire Company employees or contractors to provide similarly situated services without contacting Company first.  

Client agrees to work with Company’s photographers, contractors, and other Company employees who are assigned to Client. Company’s photographers or Company’s subcontractor photographers shall be used for scheduled Brand Shoots. No other photographers will be allowed to make, create, or provide photography other than stock photographs provided within the terms of this Agreement. 

 

ARTICLE 18

TORTIOUS INTERFERENCE WITH BUSINESS PRACTICES

 

This Agreement is not assignable by Client in any manner and may not be subcontracted by Client. Any attempt by Client to assign or subcontract the whole or any portion of this Agreement shall be construed as tortious interference with Company’s business practices. Any attempt to assign or subcontract the whole or any portion of this Agreement to a third-party, including a Company employee or contractor, shall be voidable at any time at Company’s option and, even if not voided by Company after notice, shall not relieve Client from any of the obligations which are imposed on Client by this Agreement, including Client’s duty to pay the total contracted Fee. 

 

 

ARTICLE 19

NON-DISPARAGEMENT

 

The Parties agree that neither Company nor Client will engage in any conduct or communication with a third-party, public or private, designed to disparage the other. Neither Client nor any of Client's associates, employees, or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize, or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication, or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative towards the Company or towards The Branding Guru, LLC [DBA WORKPLAY BRANDING] or any of its Clients, directors, officers, affiliates, subsidiaries, employees, agents, or representatives.

ARTICLE 20

CONFIDENTIALITY 

The Branding Guru, LLC [DBA WorkPlay Branding] takes pride in its proprietary information. As such, Client agrees and acknowledges all Confidential Information belonging to Company that is shared through this scope of this Agreement and by the Company is confidential, proprietary, and belongs exclusively to The Branding Guru, LLC [DBA WorkPlay Branding]. 

For purposes of this Agreement, Confidential Information includes, but is not limited to: any of Company’s systems, sequence, processes, videos, or steps shared with Client, any Company information disclosed in association with this agreement, including Company product, content, employee services, or employee practices and processes, any trade secrets in connection with the Content Creation Services, or The Branding Guru, LLC [DBA WorkPlay branding] business practices, and any other information designated as confidential by the Parties. 

Information is not confidential if it is generally available or known within the Internet industry, it is in the public domain, it was known to the Parties before this Agreement was entered into, it was independently received by the Parties from a third party, or it was developed independently by either Party. 

Client agrees not to disclose any of The Branding Guru, LLC [DBA WorkPlay Branding] and/or Company’s confidential information to any other person or third party. 

The Branding Guru, LLC [DBA WorkPlay Branding] also takes seriously its responsibility to protect Client’s personal information and privacy. As such, The Branding Guru, LLC [DBA WorkPlay Branding] agrees not to disclose any of Client’s confidential personal information to any other person or third party, specifically with regard to Client’s trade secrets, business practices, upcoming launches, or any other information designated as confidential by the Parties. However, Company reserves the right to use any non-confidential information of Client, from time to time, and may use general statements about Client’s success as social proof and part of its marketing strategy. Client agrees to Company sharing Client’s success stories on social media. Both parties will keep Confidential Information in the strictest confidence and shall implement the best effort to protect Confidential Information to protect it from disclosure, misuses, misappropriation, loss, and theft. 

ARTICLE 21

INTELLECTUAL PROPERTY

 

Company and Client agree that all ideas, inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by each of the Parties, respectively, will be the sole and exclusive property of the Party to whom the information originally belonged. There shall be no transfer of intellectual property through this Agreement, including the Created IP, as defined in this Article.

 

Company warrants and represents that it will not knowingly violate the intellectual property rights of a third party in performance of its services. Client warrants and represents that any content provided to the Company to facilitate the performance of the Services shall not

violate the intellectual property rights of any third party, and Client shall indemnify Company against any claim that results from the use of such allegedly infringing content. 

 

All copyrights, patents, trademarks, or other intellectual property shall stay with the original Party owner.

 

During this Agreement, the Company may create certain intellectual property ("Created IP"), including, but not limited to, photographs, videos, brand shoot ideas, brand shoot plans, captions, copy, drawings, reports, advice, analyses, workflows, designs, methodologies, code, artwork, proposals, pitches, or any other intellectual property as required to render Services to the Client. Unless the Parties otherwise agree, any such Created IP generated by the Company in connection with the provision of Services to the Client shall belong to the Company. Client does not have permission to use, reproduce, resell, distribute or create derivative works based on the Created IP.

 

In the event Client is deemed owner of the Created IP, Client shall provide Company with an irrevocable limited license to show examples of the Created IP in its portfolio redacting Client’s proprietary information. 

 

Work Play Branding™, YOUR BRAND IS YOUR POWER. CREATE IT, FIERCELY.® and ONE team, ONE system, ONE flat monthly fee®  are pending and federally registered trademarks of The Branding Guru, LLC [DBA WORKPLAY BRANDING] before the United States Patent and Trademark Office (USPTO). 

ARTICLE 22

LICENSING OF STOCK PHOTOGRAPHY & ONLINE WORKSHOPS

Use of Stock Photography: The Branding Guru, LLC [DBA WorkPlay Branding] may use free stock photography as part of its design examples used in providing service for inspiration, suggestions and mock-ups. All stock images used have an irrevocable, non-exclusive copyright license to download, copy, distribute, use and modify the photos for free, including for commercial purposes. Use of said stock photography is permissible under applicable laws without permission from the photographer or attributing the work to the photographer. 

The Company’s website, content, and products contain intellectual property owned by The Branding Guru, LLC [DBA WorkPlay Branding] and by third parties that license some intellectual property to the Company. This Agreement is intellectual property owned by The Branding Guru, LLC [DBA WorkPlay Branding]. 

Limited License to Online Workshops: The Branding Guru, LLC [DBA WorkPlay Branding] grants only a limited license to Client to use the online workshops, courses, trainings and materials provided in Client Portal. Client acknowledges that any and all products or services that Client downloads or views are for Client’s own professional and internal business use. Client shall not copy, reproduce, transmit, modify, edit, create derivative works from, alter, sell, or share with others any digital products, handouts, trainings, or other materials without prior written consent or unless provided otherwise. 

Limited License - Online Trainings: Client holds a limited license during the Term of this Agreement to use Company’s proprietary materials found in Client Portal. If Client is also a business owner in a similar industry, Client must not misappropriate any of Company’s Intellectual Property and proprietary information in the following manner:

 

• Teaching Client’s personal clients any of the information, methods, solutions, or formulae owned by Company and passing it off as Client’s own; 
• Copying any of Company’s course material for Client’s personal use; or 
• Copying, publishing, transmitting, transferring, selling, creating derivative works from, reproducing, or in any way exploiting any of the Intellectual Property owned by Company either in whole or in part without prior written consent. 

Limited License - Photography Permissions & Restrictions: Company retains all rights, title, and interest in the photographs. Client is granted a limited, non-exclusive, non-transferable right to use or reproduce the photographs. Client’s rights are subject to adherence of contract terms and timely payments for the Term. Missed payments after the delivery of photos will result in a revoked rights and usage until payment is received. 

With this limited license, Client may: 

• Use the provided photographs for professional, commercial, or editorial purposes online or in print in any way that is not restricted (see restricted uses below); 
• Upload images to Client’s website, blog, or social media platforms/ schedulers for business use with image credit; 
• Use the images in digital products including courses, workbooks, ebooks, and other pdfs or downloads with proper imaging credit; and 
• Crop, rotate, flip, and/or resize the images as needed; overlay text, screenshots, or designs to Client’s images. 

Image Credits: Client is required to credit the Company when using photos on Instagram in-feed posts and on websites. When Client is sharing a photograph on social media platforms, including but not limited to Instagram, Client agrees to “tag” @workplaybranding. When Client is using a

photograph on their website, article, blog, or any other internet related platform where the Company cannot be “tagged”, Client agrees to provide the Company with image credit as follows: Image Credit: WorkPlay Branding. 

ARTICLE 23

NON-SOLICITATION

 

During the course of Company's service and for a period of one (1) year from the date of termination of this Agreement for any reason, Client shall not directly or indirectly solicit or entice any of the following to cease, terminate or reduce any relationship with Company or to divert any business from Company: (i) any person who was an employee or contractor of Company during the one (1) year period immediately preceding the termination of Client's services; (ii) any customer or client of Company; or (iii) any prospective customer or client of Company from whom actively solicited business within the last one (1) year of Company providing services. Client also agrees for a period of one (1) year from the date of termination of this Agreement, Client shall not attempt to hire any person who was an employee or contractor of Company during the one (1) year period immediately preceding the termination of Client's services. In the event of an alleged breach by Client of this, the one-year non-solicitation period shall be extended until such breach or violation has been duly cured and shall restart so that Company has received the intended benefit of one uninterrupted year of non-solicitation by Client.

ARTICLE 24

TERMINATION

 

 

Termination for Cause: Company is committed to providing quality service to all Clients. However, from time to time, situations arise that require the Company to terminate the Agreement before the natural expiration of the Term. As such, Company reserves the right to stop services and/or terminate the Agreement “for cause” at any time during the Agreement, which includes, but is not limited to, the following causes: (i) Client fails to participate in scheduled Brand Shoots, attend scheduled calls, and/or pay Company for its services in accordance with the scheduled outlined in Schedule B; (ii) Client is rude, dishonest, unprofessionalism, disruptive, uses obscene or offensive language towards Company, its employees or contractors; (iii) materially breaches this Agreement or breaches any fiduciary duty (involving personal profit); (iv) Client consistently neglects their duties outlined under this Agreement; (v) any willful violation of any law, rule or regulation, which, by virtue of business regulatory restrictions imposed as a result thereof, would have a material adverse effect on the business or financial prospects of the Company; (vi) any conviction of any felony or misdemeanor which may be reasonably interpreted to be harmful to the Company's reputation; (vii) the inducement of any agent, contractor, or employee to break any contract or terminate the agency or employment relationship with the Company or its affiliates; or (vii) the requirement to comply with any final cease-and-desist order or written agreement with any applicable state or federal business regulatory authority which requests or orders Company’s dismissal or limits Company’s duties. Termination for cause by the Company shall not constitute a waiver of any remedies which may otherwise be available to the Company under law, equity, or this Agreement. Nor does termination “for cause” terminate Client’s responsibility for all remaining payments until the initial Term is complete.

 

Termination Prior to Expiration of the Term: If Client terminates the Agreement before the contracted Term is complete, Client is still responsible for all contracted fees for the remainder of the Content Creation Services, as outlined in Schedule B If this Agreement is terminated by either Party before Client has reimbursed Company for any incidental or travel expenses incurred, as agreed to or invoiced, Client is still responsible for reimbursing Company for all expenses incurred. All rights granted to Company under this agreement survive termination of this Agreement. 

 

Termination Upon Death or Dissolution: This agreement will also immediately terminate upon the death of the Company or Client, the inability of the Company to perform the Services because of a sudden and medically-documented physical or mental disability, the liquidation, dissolution or discontinuance of the business of the Client in any manner, or the filing of any petition by or against the Client or Company under federal or state bankruptcy or insolvency laws.

ARTICLE 25

INDEMNIFICATION

 

Client agrees to defend, indemnify and hold harmless Company, its officers, directors, agents and employees, from any liabilities, claims, demands, actions, losses, damages and expenses, including legal fees, resulting from any breach by Client of any representation or warranty made in this Agreement. 

 

ARTICLE 26

LIMITATION OF LIABILITY

 

Notwithstanding any damages that the Client may incur, under no circumstances shall Company’s liabilities exceed the amount Client paid for the contracted services, which shall be the Client’s exclusive remedy under this Agreement. 

ARTICLE 27

CLIENT TESTIMONIALS

 

 

Client Submissions: If Client submit to Company or post a testimonial, comment, review, suggestion, or any work of authorship (collectively a “Submission”) to Company, including, without limitation, Submissions about our products or services, such Submission will not be confidential or secret and may be used by Company in any manner. By submitting or sending a Submission to Company, you: (i) represent and warrant that the Submission is original to you, that no other party has any rights thereto, and that any “moral Rights” in such Submission have been waived, and (ii) you grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, reproduce, publish, distribute, display, translate, summarize, modify and adapt such Submission (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, in our sole discretion, with or without your name.

ARTICLE 28

PUBLIC TESTIMONIALS

 

The testimonials, statements, comments, and opinions presented on the Company website and social media are applicable to the individuals who wrote it. Results vary and may not be representative of the experience of others. The testimonials are voluntarily provided and are not paid for, nor are they provided with free services, or any benefits in exchange for their statements. The testimonials are representative of client experiences, but the exact results will be unique and individual to each client. 

ARTICLE 29

OMISSIONS, ERRORS, OR MISTAKES

 

All of the information contained on the Company website is accurate, true, and current to the best of Company’s knowledge; however, there may be omissions, errors, or mistakes. Company is not liable or responsible for any damages due to omissions, errors, or mistakes contained on Company’s website. Company is not responsible for a delay or denial of any products, failure of performance of any kind, interruption in the operation or use of the site, attacks on the site including computer viruses, hacking, or any other system failure or misuse of information or products. 

ARTICLE 30

PROJECT DELIVERABLES

Technology: If technology issues delay or bars Company from providing contracted Project Deliverables (i.e., photos, scheduled content, etc.), as defined in Schedule A, to Client because exporting takes longer than it should for some reason or Client loses access to their scheduling software, Company will notify Client and promptly provide the deliverables when the technology glitch is no longer causing a delay or hindrance to the delivery. If Client has technological difficulties that delay communications, uploading, or downloading, or if an integral platform fails in such a process, Company is not responsible nor will Company be held in breach of contract for the delay.

Maintaining Connections to Third-Party Software: Client shall be responsible for maintaining their connections between Client and third-party scheduling software. Company is unable to manage Client’s connection therefore they cannot be held responsible for delays in scheduled approved content, as defined in Schedule A.

Equipment: If any Company equipment fails for any reason, including breaking or malfunctioning, Company will complete the action required under this Agreement by using different equipment or rescheduling. Such occurrence and remedy will be agreed upon by the Parties. 

ARTICLE 31

EARNINGS DISCLAIMER

Company may report earnings and income statements of their own or that of their Client’s from time to time. These statements are an estimate of what Client could possibly earn and should not be considered a guarantee that Client will get the same results. There is no guarantee that past earnings can be duplicated in the future. Company cannot guarantee Client’s future results or success. The use of the information, products, and services of Company is dependent on Client’s own actions and Client agrees that Company, its advertisers, affiliates, or sponsors are not liable for the success or failure of Client’s business or earnings projections. 

ARTICLE 32

TRAVEL GUIDELINES

 

Travel: Some photo shoots may require travel. If a photo shoot requires travel, Client may be responsible for additional costs. Client agrees to reimburse Company for all travel-related expenses when travel is necessary or requested. Travel-related expenses may include but are

not limited to airfare fees, rideshare fees, lodging, and food. Company doesn’t drive to photo shoots that are farther than two (2) hours away. If any photo shoot location is over a 2-hour radius distance away from Company’s home-base, located in Miami, Florida, Client must pay for airfare travel for the photographer and Company. If Company must travel more than two (2) hours away from their home-base, Client agrees to pay for Company and photographer lodging for one night prior to the event, lodging during and throughout the event, and lodging one night after the event has concluded. Lodging for Company will consist of 2 persons, including Company photographer. Client agrees to pay for these expenses in the form of reimbursement. 

 

Travel Disclaimer: All travel-related fees paid for Company and/or Company contractors are non-refundable, even in the event Client or Company reschedules the brand shoot. 

Travel Expenses: Client agrees to pay for photographer’s lodging and travel to Brand Shoot Location. Client agrees to reimburse Company for all travel-related expenses when travel is necessary or requested. Travel-related expenses may include but are not limited to,

airfare fees, ride-share fees, lodging, and food. If Company must travel more than two (2) hours away from their home-base, Client agrees to pay for Company lodging for one night prior to the event, lodging during and throughout the event, and lodging one night after the event has concluded. Client agrees that all travel related expenses shall be reimbursed by the Client. 

 

Travel Reimbursement: From time to time, Company may incur additional, unexpected expenses related to photographer’s travel, such as tolls or rental car fees. In the event, Company is charged additional fees after Client pays for Travel Expenses, Client agrees to reimburse Company for expenses incurred.  

ARTICLE 33

NOTICES

 

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Notices section). Unless otherwise agreed herein, all Notices must be delivered by email in addition to either personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Notices section.

Notice to Client:	Correspondence should be sent to the Client Email and Mailing Address Company has on file. (Note that this may NOT be the address where Services are rendered.)
Notice to Company:	The Branding Guru, LLC [DBA WORKPLAY BRANDING] // Traci Szemkus 2150 N. Bayshore Drive, Suite 2401 Miami, Florida 78701
	Attention: LEGAL NOTICES Email: [email protected]

ARTICLE 34

BINDING PROVISIONS

  

Venue/Choice of Law. This Agreement shall be interpreted in accordance with the laws of the State of Florida as they apply to contracts entered into and fully performed therein and without regard to conflict of laws provision of any other jurisdiction. In the event of a dispute, Company and Client will attempt to settle any dispute between them with respect to this Project in an amicable manner, including if so agreed by the parties, binding mediation. If the parties are unable to resolve the dispute by way of negotiation or mediation, the parties expressly consent to the jurisdiction of the local, state and federal courts of Florida. 

 

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES. 

 

Binding Arbitration & Recovery of Litigation Expenses. Any and all disputes arising under this Agreement shall be resolved through a binding arbitration. In the event a dispute shall arise between the Parties to this Agreement, it is hereby agreed that the dispute shall be referred to an arbitration service in the state of Florida by agreement of the Parties for arbitration in accordance with the Florida Rules of Arbitration. The arbitrator’s decision shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit, including reasonable attorney’s fees for having to compel arbitration to defend or enforce the award. 

 

 

Benefit. This Agreement will be binding on and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs and personal representatives. This Agreement shall not be transferred or assigned to any third party, in whole or in part, by Client without the express written consent of Company, which may be withheld in Company’s sole discretion and any attempted assignment without Company's prior written consent will be null and void. Company may transfer any right or obligation under this Agreement without Client's prior consent. 

 

No waiver. No term or provision of this Agreement will be considered waived by Company, and no breach excused by Company, unless such waiver or consent is in writing and signed by Company. The waiver by Company of, or consent by Company to, a breach, of any provision of this Agreement by Client will not operate or be construed as a waiver of, consent to or excuse of any other or subsequent breach by Client.

 

Counterparts. This Agreement may be executed in counterparts, all of which shall constitute a single agreement, which includes the Proposal as mentioned above. The Agreement shall be effective as of the date set forth above.

  

Force Majeure. Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, wars, government regulation, riots, embargoes, pandemics, diseases, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

 

Impossibility of Performance. Neither party to this Agreement shall be deemed to be in violation of this Agreement if it is prevented from performing any of its obligations hereunder for any reason beyond its control and without fault, including without limitation, acts of God or of the public enemy, man-made disaster, death in the family, flood or storm, pandemics (including but not limited to COVID-19), strikes or statutory regulation or rule of any federal, state, or local government, wars, or any agency thereof, however, the Party so delayed shall exercise its best efforts to remedy any such cause of delay or cause preventing performance within 5 business days.

 

Entire Agreement. This Agreement and Proposal constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written or oral representations and understandings. No amendment, modification, change or alteration of this Agreement and Proposal will be effective unless made in writing and signed by a duly authorized officer or representative of each Party.

 

Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable: (a) that provision will be deemed amended to achieve as nearly as possible the same economic and/or protective effect as the original provision; and (b) the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

 

Survival. Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.

 

Neutral Construction. This Agreement was prepared by Company's legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

 

Headings. Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

 

Counterparts/Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile of a signed copy of this Agreement or other digital copy may be relied upon as an original.

 

 

The parties have each read and agreed to the terms and conditions identified in this Agreement.

 

 SCHEDULE A

SCOPE OF WORK

 

ADDENDUM

 

The terms and conditions outlined in Company’s Master Branding Services Agreement for Client remain in effect. This Addendum shall be interpreted to be one and the same with the Master Branding Services Agreement.

 

SERVICE: CONTENT CREATION SERVICES (CCS)

In accordance with the above-referenced Content Creation Services (“Services”), Company shall provide the following Services once the following has occurred: (i) Client signs Master Branding Services Agreement, (ii) signs Schedule A and B, (iii) make initial payment for Service fee, and (iv) Client Signs Credit Card Authorization form within 72 hours of initial payment:  

 

CCS Deliverables and Timeline Expectations:

 

• Self-Paced Onboarding: The Self-Paced Onboarding is complete once the Client submits their Client Intake, Brand Board Intake, Content Planning Intake, and schedules their Kick-Off Call. Must be completed within 7 business days of signing the Credit Card Authorization form.
    
• Delivery of Brand Board: If applicable, one (1) brand board will be delivered to Client. Client must approve or make a revision request to the Brand Board within fourteen (14) days of receipt. If express approval is not received, Company will interpret Client’s silence as acceptance. Company-provided Brand Board will be delivered within approximately 14 business days of Self-Paced Onboarding completion, unless Client elects to provide their own. 

 

• Revision to Brand Board: In the event Client desires to revise Company-provided Brand Board, Client has one (1) revision request to the brand board, one (1) revision to the five (5) custom social media graphic designs, one (1) revision to each quarterly visual feed, and one (1) revision to client’s custom photo-edit (i.e. tone). No revisions beyond those detailed are included. Any additional revision requests are considered outside the scope of the CCS. Company may, in its sole discretion, agree to provide additional revisions under this agreement for an additional fee of $150 per hour or an amount that will be agreed upon in writing prior to beginning such revision. 

 

 

• Delivery of Graphics: Five (5) custom social media graphic designs. The Graphics will be delivered within approximately 7 business days of Brand Board approval.

 

 

• Kick-Off Call: One (1) 60-Minute Zoom Kick-Off Call must be scheduled by Client within thirty (30) days of completing the Self-Paced Onboarding. Company is not able to schedule brand shoots or take any further action until Client schedules Kick-Off Call. 

 

• Confirmation of Brand Shoot Date(s): Upon confirmation of the Brand Shoot date, Company’s appointed photographer shall facilitate one (1) brand shoot. Client shall receive a total of four (4) brand shoots for the Term of this Agreement, with a minimum of 90 photos per brand shoot provided and delivered by Company. The Company will confirm the Brand Shoot date within approximately 7 days of the Kick-Off Call, unless there is a Client-caused delay, as outlined in Schedule B.

 

• Deliver Brand Shoot Agenda: One (1) brand shoot agenda per brand shoot (four (4) total) shall be delivered to Client. The Brand Shoot Agenda will be delivered to Client 7 business days before the confirmed schedule Brand Shoot Date AS LONG AS Client has provided all requested deliverables (e.g., confirmed location, payment for photographer’s travel, etc.) to Company.

 

 

• If Client does not provide deliverables to Company there may be delays in delivery of the Brand Shoot Agenda at no fault of Company.

 

 

• Quarterly Brand Shoot: Client shall receive per Brand Shoot at least ninety (90) pieces of content such as photography and/or video, depending upon the contracted Services. For the entire Term, Client shall receive up to three hundred and sixty five (365) pieces of content such as photography and/or video. The Brand Shoot content will be delivered within approximately 7 business days of the Brand Shoot and videos, if contracted, will be delivered within approximately 14 business days from the Brand Shoot.

 

• Brand Shoot Editing Clarification: Client shall receive one (1) custom photo-edit (i.e. “tone”) to be applied to all images from Brand Shoots. Company defines an “edit” as adjusting the color and/or tone of the photo. Company does NOT photoshop any images.

 

• Delivery of 90-Day Visual Feed (By Request): If and only if expressly requested by Client, Company shall provide One (1) 90-day visual feed for Instagram & Facebook (up to four (4) total for the Term). In order to deliver the Visual Feed, Client must “favorite” at least ninety (90) photos and have no further revision requests. The 90-Day Visual Feed will be delivered within approximately 14 business days of Client “favoriting” their photos.

 

• Deliver of Content Calendar: Company will provide one (1) Content Calendar template. Unless Client has secured the copywriting Power Up, the content calendar template shall not include suggested written captions. It is Client’s responsibility, NOT Company’s, to add in their written captions, and approve or disapprove their content by the 23rd of the month. The Content Calendar will be delivered within approximately 14 business days of Client “favoriting” their photos.

 

• Content Scheduling (By Request): If and only if expressly requested by Client, Company shall upload Client’s approved content as marked in the Content Calendar onto a third-party social media application for distribution for Instagram & Facebook only, unless Client has secured a company Power Up for additional social media platforms. Client shall be responsible for paying for any third-party scheduling software. All scheduled content shall be automatically approved by Company if Client has not adjusted their approval selections in the Content Calendar by the 23rd of the month. Content Scheduling, if requested by Client, shall be scheduled by Company between the 23rd of the prior month and the 1st of the following month.

 

 

• Technology Platform: A technology platform to access online video education trainings.

 

 

• Voxer Access: Client may use Voxer to ask questions of Company’s team in accordance with the schedule detailed in Article 3 of this Master Branding Services Agreement. 

 

• Private Community: Access to an online platform which grants exclusive access to Company’s Private Community (e.g., Facebook). Company does not monitor activity within this group. Please note, Company does not own or control Facebook, therefore, access to the private community may be limited, restricted or revoked at no fault of the Company. If this occurs, Company will not be in breach of contract.

 

CCS DOES NOT INCLUDE:

• Procuring business or potential clients for Client; 
• Performing any business management services for Client, such as accounting, social media management, operations, research, or development; 
• Therapy sessions in the form of psychotherapy, psychoanalysis, or behavioral therapy; 
• Publicity, public relations, and/or social media paid ad services; 
• Legal or financial advice; nor 
• Introduction to Company’s professional network and business relationships.

 

FEES & FEE SCHEDULE

In consideration for the Content Creation Services (CCS), the fee for the Scope of Work is $5,964.00. The Fee Schedule is further detailed in Schedule B.

By signing and dating below the parties agree to the foregoing additional terms which shall be incorporated by reference to the Master Branding Services Agreement.

                        

 

SCHEDULE B

PAYMENT & FEES

 

ADDENDUM

 

The terms and conditions outlined in Company’s Master Branding Services Agreement for Client remain in effect. Schedule B shall be interpreted to be one and the same with the Master Branding Services Agreement.

Cost of Content Creation Services (CCS): The Content Creation Services (CCS) is a flat fee of $5,964.00 USD. Client may pay for the CCS in full or opt to remit payment in installments as follows: an Enrollment Fee of $497.00 followed by eleven (11) monthly payments of four hundred ninety seven and XX/00 Dollars ($497.00 USD), totaling $5,964.00 USD. While no additional fees are expected, additional fees may be incurred subject to the terms of this Agreement. 

Payment Schedule: The CCS Fee under this Agreement must be paid in accordance with the schedule outlined in Table 1 below in order to avoid late fees: 

Table 1: Payment Schedule

 

Payment Type	Payment Timeline	Amount Due (USD)	Terms
Enrollment Fee	Due upon signing the agreement	$497.00	The non-refundable Enrollment Fee is due at the time of signing the contract. In the event Client or Company cancels the Services before their Kick-Off Call, the Company shall keep the enrollment fee as liquidated damages.
First Monthly Payment	Due one (1) month after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Second Monthly Payment	Due two (2) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Third Monthly Payment	Due three (3) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Fourth Monthly Payment	Due four (4) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Fifth Monthly Payment	Due give (5) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Sixth Monthly Payment	Due six (6) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Seventh Monthly Payment	Due seven (7) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Eight Monthly Payment	Due eight (8) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Ninth Monthly Payment	Due nine (9) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Tenth Monthly Payment	Due ten (10) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.
Eleventh Monthly Payment	Due eleven (11) months after signing the agreement.	$497.00	This monthly payment is earned upon receipt and serves as compensation for work  performed to date.

 

In the event Client fails to adhere to Company's Fee Schedule, Company may cancel this Agreement. In the event of termination, Client will still be responsible for any outstanding payments owed.

Payment Method: Payments may be made by credit card, debit card, or ACH transfer. 

Payment by Card: Client agrees to always keep a proper payment card on file with the Company. Client agrees to not block, cancel, change cards or restrict payments on the card on file for Company’s use per any automatic pay agreement. Client understands that if payment is not recouped by Company on any card that has been blocked, canceled, changed, or restricted, Company will pursue legal remedies in addition to sending Client to collections. 

Refunds: Subject to the policies outlined Article 13, Client agrees to pay the total fee for the Content Creation Services outlined in the Table 1: Payment Schedule agreed upon herein this Agreement. 

Changes to Scope of Service: Any changes to the Scope of the CCS detailed in Schedule A may result in additional charges as detailed in this Agreement. 

Client-Caused Delays: In the event Client wants Company to deviate from its CCS Deliverables and Timeline Expectations, as outlined in Schedule A, Client understands that Client is still responsible for timely payment of fees. For example, if Client wants Company to delay scheduling its initial Brand Shoot by thirty (30) days, Client is still responsible for timely payment in accordance with Payment Schedule detailed in Table 1 of Schedule B.

Incidental Expenses: Company may incur costs incidental to the Services, including but not limited to Canva elements, graphics, and travel fees. Such incidental expenses shall be reimbursed by the Client. Company will obtain approval from Client prior to incurring such additional costs. 

Rush Fees: Depending on the size of the project, services requested, and expected delivery timeline, the Company reserves the right to charge rush fees. Company will make Client aware of rush fees prior to moving forward with the services requested. 

Late Fees: Company understands that, from time to time, there are issues with payment. All payments must be received by the Company within seven (7) days of the due date for that installment. Any payments not received within 7 days of their due date shall be subject to a late fee of 10% of the amount of the payment. Any payments not received within 15 days of their due date will result in Client’s breach of this Agreement and may result in termination of Services with all payments still due in full under this Agreement. 

 

Company may agree in a separate, written document to expand the scope of Services to include additional tasks. Such written documents may be informal, such as an email, and will include additional fees, as applicable. 

 

By signing and dating below the parties agree to the foregoing additional terms which shall be incorporated by reference to the Master Brand Services Agreement.

 

 

The Branding Guru, LLC 

[DBA WORKPLAY BRANDING]