Copywriting Master Services Agreement

This master services agreement (MSA) is incorporated by reference into each SoW signed by both Create-The-Dream International, LLC d/b/a “The Luxury Copywriting Company” (“TLCC”) and the client (“Client”) identified in the applicable Statement of Work (“SoW”). Each party entering into an SoW is binding both itself and its successors and permitted assigns. Each party acknowledges that the mutual promises in the applicable SoW and this MSA constitute adequate and binding consideration:

1. Project Work.

a. Statements of Work. This MSA together, with the applicable SoW, constitute the contract between the parties for the project described in the SoW. If any provisions in the SoW conflict with those in this MSA, the SoW will prevail. If Client desires additional deliverables for a project that are outside the scope of an SoW, the parties will enter into a separate SoW for the additional deliverables.

b. Timely information, etc. from Client. TLCC’s ability to commence and complete work on schedule depends on Client timely providing TLCC with all necessary specifications, approvals, and information. To the extent TLCC has to interrupt its work due to Client’s delay in this regard, the applicable completion date will be postponed accordingly. To the extent any such delay requires TLCC to reschedule its work for Client in order to meet TLCC’s other obligations, Client shall pay TLCC a rebooking fee of $1,250 (unless the SoW states a different amount) as a condition of TLCC continuing its work, subject to TLCC’s availability. To the extent any such delay continues for 30 days after TLCC has notified Client of the delay, TLCC may consider the project abandoned and retain any fees paid to that point. Should Client thereafter wish to restart the project, TLCC will be under no obligation to do so, and may charge a project restart fee.

c. Deliverables. TLCC shall produce the deliverables in compliance with the SoW. All completion dates are approximate unless otherwise specified.

d. Review, Acceptance. TLCC will keep Client apprised regarding the progress of each project, and submit revisions pursuant to any specifications within the SoW. With respect to creatives (textual and/or graphics material, etc.) TLCC produces as part of a project, TLCC will submit to Client, for its review, an interim “draft version” (unless the SoW specifies a different number of drafts) and a “proposed final version.” Within three business days after receiving each such version, Client may submit suggestions for revision. If Client does not submit any such suggestions after three business days, Client will be deemed to have accepted it; otherwise TLCC shall take Client’s suggestions into account for the next version. Once the revisions, if any, to the “proposed final version” are completed, the actual final version will be deemed accepted by Client. To the extent that Client wishes to further revise or adapt the final version it may do so, either as an additional project for TLCC or otherwise.

e. Payment. Payments will be considered received upon availability of funds to TLCC. To the extent that the work to be performed for a particular SoW is not prepaid, Client will provide TLCC with debit or credit card information, which TLCC may use to charge Client for progress payments (if specified in the SoW) and/or for the amount due upon acceptance, as defined in the preceding paragraph. If the initial payment or any subsequent progress payment are not made on schedule, TLCC may temporarily suspend work on the project until the funds are available, and the due date for the deliverables will be adjusted accordingly. If any payment toward a project is more than 30 days past due, TLCC may cancel the project by notifying Client. For any cancelled project, Client may retain any deliverables that have been provided to date and owe no further payments. Otherwise, should Client cancel any project more than halfway toward the estimated completion date, the full project fee will be due and owing as if accepted, but TLCC in its sole discretion may choose to apply a portion thereof as a credit toward any future project.

f. Reimbursement. Except as otherwise noted in an SoW, TLCC will cover its own expenses of producing the deliverables. To the extent that an SoW permits TLCC to invoice Client for expenses, TLCC will accompany its invoice with written documentation of such expenses.

2. Intellectual Property. Except for derivative works of material provided by Client, all deliverables TLCC produces for Client pursuant to this MSA will be original material. TLCC will own the copyright to all deliverables until Client has paid in full all invoices arising out of the SoW pursuant to which the deliverables were produced. Upon payment in full, TLCC will assign to Client full copyright ownership of such deliverables, and will cooperate in executing any documents reasonably requested by Client to affect such assignment. Client grants TLCC a perpetual, royalty-free license to feature the deliverables it produces for Client (including elements provided by Client) in TLCC’s own marketing materials, and to identify Client as the client for which TLCC produced those deliverables.

3. Confidentiality. “Confidential information” is any information that is proprietary to a party and not generally known other than by that party, including any “trade secret” as the term is defined in the Uniform Trade Secrets Act, but does not include information rightfully received from a third party without a duty of confidentiality, or independently developed by either party without information from the other. To the extent that either party receives the other’s confidential information (clearly designated as such), the receiving party will hold it in strict confidence and at the request of the other party will return or destroy all copies of it.

4. Warranties and Limitations Thereof. TLCC warrants that it will provide each deliverable in compliance with the specifications contained in the applicable SoW. (A delivery date is not part of such specifications.) TLCC’s liability for breach of this warranty is limited to a refund of amounts Client paid TLCC for the SoW related to the warranty. TLCC further warrants that its creatives will be 100% original and will not infringe any third party intellectual property rights. THE WARRANTIES SET FORTH IN THIS PARAGRAPH 4 ARE THE ONLY WARRANTIES MADE BY TLCC. TLCC EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR IMPLIED WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. IN NO CASE WILL TLCC BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF TLCC HAS BEEN ADVISED REGARDING, OR SHOULD HAVE KNOWN, THE POSSIBILITY OF SUCH DAMAGES.

5. Dispute Resolution. The parties will attempt to resolve any dispute arising out of any SoW, including this MSA, in a spirit of cooperation without formal proceedings. A dispute which cannot be so resolved will, upon the written demand of either party, be subject to mandatory mediation, which, if not successful, will be followed by mandatory arbitration. Mediation must take place within 15 days of the receipt of the written demand, before a mediator chosen by the CMS Court Mediation Services (a Texas Bar Association alternative dispute resolution provider), if available; otherwise chosen by the parties. Each party will pay half the cost of the mediator. If the mediation does not take place within 15 days or is not successful, or if the parties agree to skip mediation, arbitration will proceed under the auspices of an arbitrator who is a member of the Arbitration Section of the Texas Bar Association, under such rules as the arbitrator may set. The parties consent to mediation and/or arbitration by conference hookup if the mediator/arbitrator agrees. The arbitrator may not award punitive damages or any other form of relief not contemplated in this MSA. Regarding each issue submitted to arbitration, the arbitrator must issue a short opinion of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrator may be entered in any court having jurisdiction thereof.

6. Applicable Law, Jurisdiction and Venue. Texas state law governs this MSA. For purposes of enforcing any arbitration award or for injunctive relief, the parties will accept jurisdiction and venue in any court of competent jurisdiction where the defendant is located.

7. Notices. Notices by either party to the other will be deemed effective when hand-delivered, or when sent via return-receipt delivery, or when transmitted by email if a copy of the sent message is retained, using the most recent contact information provided in writing by the party to whom such notice is sent. Either party may change its contact information pursuant to this provision.

8. Restrictions on Assignment and Delegation. Neither party may assign any of its rights or delegate any of its duties hereunder without the consent of the other party, which will not unreasonably refuse such consent.

9. Miscellaneous. This MSA, and the SoW into which they are incorporated, constitute the entire agreement of the parties with respect to the project described by the SoW, and supersedes all prior agreements. Any changes to this MSA or the SoW must be made in writing and signed by the parties. If either party does not make full use of its rights under any portion of this MSA, that does not constitute a waiver or a course of dealing. Any delays beyond the control of either party (force majeure) will postpone all delivery dates for the duration of the force majeure; the parties will cooperate to reschedule. TLCC’s sole relationship with Client is that of an independent contractor.

IN LIEU OF A SIGNATURE, AN EMAIL FROM ONE PARTY TO THE OTHER INDICATING AGREEMENT WITH THIS SERVICE AGREEMENT CONSTITUTES THE SENDING PARTY’S ELECTRONIC SIGNATURE.