Service Agreement

Service Agreement

Version 1.0

Effective: July 13, 2026

ARTICLE 1 — PARTIES, EFFECTIVE DATE, AND PROJECT IDENTIFICATION

1.0 Definitions

Unless otherwise expressly defined in this Agreement, all capitalized terms used herein shall have the meanings assigned to them in Document 1.02 – Definitions & Interpretation, as amended from time to time, which is incorporated into this Agreement by reference as though fully set forth herein.

If a capitalized term is expressly defined within this Agreement, the definition contained in this Agreement shall control solely for purposes of this Agreement to the extent of any inconsistency.

Unless otherwise expressly defined in this Agreement, all capitalized terms used herein shall have the meanings assigned to them in the version of Document 1.02 – Definitions & Interpretation that is in effect as of the Effective Date of this Agreement, which is incorporated into this Agreement by reference as though fully set forth herein.

1.1 Parties

This Service Agreement ("Agreement") is entered into by and between Lifetime Lyrics LLC, a Texas limited liability company doing business as Lifetime Lyric and Lifetime Lyric Records ("Company"), and the individual or entity identified as the Client ("Client").

The Company and the Client may be referred to individually as a "Party" and collectively as the "Parties."

1.2 Purpose

The purpose of this Agreement is to establish the terms under which the Company will provide the creative services requested by the Client, including the development, production, and delivery of one or more Creative Works and related Client Deliverables, subject to the terms of this Agreement and all applicable Written Agreements.

This Agreement is intended to clearly define the Parties' respective rights, responsibilities, and expectations throughout the Project.

1.3 Effective Date

This Agreement becomes effective on the date it is executed by both Parties or, if earlier, the date the Company begins providing Services in reliance upon the Client's authorization, payment, or other affirmative acceptance of the Company's terms ("Effective Date").

1.4 Project Identification

The specific Project governed by this Agreement shall be identified through one or more documents issued or approved by the Company, which may include, as applicable:

• an order confirmation;
• invoice;
• proposal;
• quotation;
• Project summary;
• package selection;
• Project questionnaire;
• Statement of Work;
• or another Written Agreement identifying the requested Services.

To the extent consistent with this Agreement, such documents are incorporated by reference and form part of this Agreement.

1.5 Relationship to Other Agreements

This Agreement should be read together with the Company's:

• Terms and Conditions of Service;
• Privacy Policy;
• Refund Policy;
• applicable License Agreement;
• and any other applicable Written Agreement.

In the event of a conflict between this Agreement and another applicable Written Agreement, the document specifically governing the subject matter at issue shall control to the extent of the conflict, unless otherwise required by applicable law.

1.6 Independent Creative Services

The Client acknowledges that the Company provides independent creative services and exercises its own artistic judgment, creative direction, production methods, writing style, musical composition techniques, and creative processes throughout the development of each Project.

Nothing in this Agreement shall be interpreted as creating an employment relationship, partnership, joint venture, agency relationship, or work-made-for-hire arrangement unless expressly stated in a separate Written Agreement signed by both Parties.

1.7 Entire Project Relationship

This Agreement governs only the specific Project identified by the Parties unless otherwise expressly stated in writing.

Future Projects requested by the Client may require separate agreements, updated pricing, revised licensing terms, or additional Written Agreements.

1.8 Creative Compatibility

The Client acknowledges that the Services provided by the Company involve original creative expression, artistic judgment, musical composition, lyrical development, production decisions, and other inherently subjective creative processes.

The Client has selected the Company based upon the Company's creative style, artistic approach, portfolio, and body of work. While the Company will make reasonable efforts to understand the Client's goals, preferences, and creative vision, the Client understands that artistic interpretation may reasonably vary and that no Creative Work can be guaranteed to satisfy every personal preference or subjective expectation.

The Company will perform the Services in good faith, consistent with the scope of the applicable Project, the selected Service Package, and the Parties' Written Agreements. Subjective disagreement regarding artistic style, creative direction, emotional interpretation, musical composition, lyrical choices, arrangement, instrumentation, vocal performance, production techniques, or other creative decisions shall not, by itself, constitute a breach of this Agreement, provided the Company has substantially performed the agreed-upon Services.

Nothing in this Section limits any revision opportunities expressly included within the Client's selected Service Package or otherwise agreed to by the Parties in writing.

1.9 Company Standard

The Company believes every meaningful story deserves thoughtful collaboration, clear communication, and mutual respect throughout the creative process.

By clearly identifying the Parties, the Project, and the agreements governing the Company's Services, this Agreement is intended to establish a transparent foundation that supports both the Company's creative process and the Client's expectations from the beginning of the Project through final delivery.

ARTICLE 2 — SERVICES

2.1 Scope of Services

Subject to this Agreement and all applicable Written Agreements, the Company agrees to provide the creative services selected by the Client for the applicable Project ("Services").

The Services may include, as applicable:

• consultation and project planning;
• creative development;
• lyric writing;
• musical composition;
• vocal performance;
• instrumental arrangement;
• audio production;
• recording;
• editing;
• mixing;
• mastering;
• cover artwork;
• lyric sheet preparation;
• digital file preparation;
• streaming distribution services, if included within the selected Service Package;
• and other services expressly identified in the applicable Written Agreement.

The specific Services to be provided shall be limited to those included within the Client's selected Service Package or otherwise agreed to in writing by the Parties.

2.2 Creative Nature of the Services

The Client acknowledges that the Services involve artistic interpretation, creative judgment, and original creative expression.

Although the Company will make reasonable efforts to understand the Client's story, preferences, goals, and creative vision, the Company retains discretion regarding the artistic methods reasonably necessary to create the requested Creative Work.

Creative decisions may include, without limitation:

• lyrical structure;
• storytelling techniques;
• musical style;
• melody;
• harmony;
• rhythm;
• arrangement;
• instrumentation;
• vocal interpretation;
• production techniques;
• pacing;
• transitions;
• emotional emphasis;
• and other artistic elements reasonably determined by the Company.

2.3 Experiences

The Client understands that the Company's Services are offered through various Experiences, each containing different Services, Client Deliverables, included features, pricing, revision opportunities, production options, and available Add-On Services.

Unless otherwise agreed in a Written Agreement, the Company's obligations are limited to the Services, Client Deliverables, included features, and Add-On Services purchased by the Client as identified in the applicable Project Summary, Order Form, or other Written Agreement.

Requests for Services, Client Deliverables, or features beyond the selected Experience or purchased Add-On Services may require:

• additional fees;
• revised production schedules or delivery timelines;
• a Change Order;
• the purchase of additional Add-On Services; or
• a separate Written Agreement.

2.4 Project Timeline

Any estimated production schedule, milestone, completion date, or delivery estimate provided by the Company is an estimate only unless expressly guaranteed in writing.

Project timelines may reasonably change due to:

• Client delays;
• revision requests;
• additional Services;
• incomplete information;
• scheduling conflicts;
• technical issues;
• illness;
• Force Majeure events;
• or other circumstances reasonably beyond the Company's control.

The Company will make reasonable efforts to communicate material changes affecting the anticipated Project schedule.

2.5 Client Collaboration

The Client acknowledges that successful completion of the Project requires timely cooperation.

The Client agrees to provide information, feedback, approvals, revisions, permissions, and requested materials within a reasonable time after the Company's request.

Delays by the Client may reasonably extend Project timelines.

2.6 Creative Revisions

Revision opportunities are limited to those expressly included within the Client's selected Service Package or otherwise agreed to in writing.

Revision requests should be reasonably specific and submitted within the time requested by the Company.

Revision requests that substantially alter the original Project scope, introduce significant new creative direction, or require redevelopment of completed work may constitute additional Services subject to additional fees and revised delivery schedules.

2.7 Changes to the Project

After work has begun, the Client may request modifications to the Project.

The Company may approve or decline requested changes in its reasonable discretion.

Approved changes may require:

• revised pricing;
• additional production time;
• updated Project specifications;
• additional approvals;
• or execution of a Change Order or other Written Agreement.

No requested modification becomes part of the Project unless accepted by the Company in writing.

2.8 Company Creative Standards

The Company retains the right to use its own creative workflow, production methods, artistic techniques, recording processes, software, equipment, session musicians, vocalists, producers, engineers, subcontractors, and other creative resources reasonably necessary to complete the Project.

Nothing in this Agreement requires the Company to disclose proprietary workflows, production methods, trade secrets, internal creative processes, prompt engineering techniques, AI-assisted workflows, or other confidential business information.

2.9 Company Standard

The Company believes every Project should be approached with creativity, care, and collaboration.

By clearly defining the scope of the Services, the responsibilities of each Party, and the Company's creative process, this Agreement seeks to establish realistic expectations while allowing the flexibility necessary to create meaningful Creative Works that reflect each Client's unique story.

ARTICLE 3 — CLIENT RESPONSIBILITIES

3.1 Client Cooperation

The Client acknowledges that successful completion of the Project requires timely cooperation throughout the creative process.

The Client agrees to reasonably cooperate with the Company by providing requested information, responding to communications, reviewing materials, providing approvals, and otherwise participating in the Project as reasonably necessary for the Company to perform the Services.

3.2 Accuracy of Information

The Client is solely responsible for the accuracy, completeness, and legality of all information, materials, instructions, stories, photographs, recordings, documents, names, dates, and other content provided to the Company.

The Company is entitled to rely upon information provided by the Client without independent verification unless otherwise expressly agreed in writing.

The Company shall not be responsible for inaccuracies resulting from incorrect, incomplete, misleading, or outdated information supplied by the Client or individuals acting on the Client's behalf.

3.3 Client Permissions

The Client represents and warrants that the Client has obtained all permissions, authorizations, approvals, and legal authority reasonably necessary to provide the materials submitted for the Project.

Without limitation, this includes permission to provide:

• photographs;
• video recordings;
• audio recordings;
• voice recordings;
• names;
• likenesses;
• personal stories;
• letters;
• documents;
• family information;
• and other Project materials.

The Client accepts responsibility for obtaining any permissions required from third parties before submitting such materials to the Company.

3.4 Timely Responses

Unless otherwise agreed in writing, the Client agrees to provide requested approvals, feedback, revision requests, materials, and other Project information within a reasonable time after receiving the Company's request.

The Company's production schedule may be extended to reflect delays caused by the Client.

The Company shall not be responsible for missed deadlines, delayed delivery, or scheduling changes resulting from the Client's failure to provide timely responses or requested information.

3.5 Project Abandonment

The Client acknowledges that the Company's production schedule depends upon timely communication and participation throughout the Project.

If the Client fails to respond to the Company's communications or fails to provide information, approvals, materials, or other cooperation reasonably necessary to continue the Project for a period of ninety (90) consecutive days, the Company may designate the Project as inactive.

Before closing an inactive Project, the Company may, but is not obligated to, make one or more reasonable attempts to contact the Client using the most recent contact information provided by the Client.

If the Client does not respond within thirty (30) days after the Company's final communication regarding the inactive Project, the Company may administratively close the Project.

Closure of a Project under this Section shall not obligate the Company to issue a refund, preserve production schedules, maintain archived materials, or continue work without a separate written agreement.

If the Client later requests that work resume, the Company may, in its sole discretion:

• accept or decline the request;
• require payment of any outstanding balances;
• require payment of a Project reinstatement fee;
• apply current pricing;
• establish a new production schedule; and
• require execution of updated Written Agreements before work resumes.

3.6 Communication Methods

The Client is responsible for maintaining accurate contact information throughout the Project.

The Company may rely upon communications transmitted through the contact methods provided by the Client, including:

• email;
• telephone;
• text message;
• video conference;
• online client portal, if offered;
• or other mutually accepted communication methods.

The Client is responsible for monitoring these communication methods throughout the Project.

3.7 Client Review and Approval

The Client agrees to review drafts, revisions, proofs, previews, and other materials provided by the Company within a reasonable time.

Failure to communicate requested revisions or objections within the time requested by the Company may be treated as acceptance of the materials for purposes of continuing production, unless otherwise required by law or agreed in writing.

3.8 Company Standard

The Company believes successful Creative Works result from meaningful collaboration between the Company and the Client.

By providing accurate information, timely communication, necessary permissions, and thoughtful participation throughout the Project, the Client helps create an efficient creative process that supports the development of meaningful and memorable Creative Works.

ARTICLE 4 — FEES AND PAYMENT

4.1 Project Fees

The Client agrees to pay the fees applicable to the selected Service Package or other Services identified in the applicable Written Agreement.

Unless otherwise stated in writing, all pricing published by the Company or quoted to the Client is subject to change until accepted by the Company and paid by the Client.

Additional Services requested after acceptance of the Project may require additional fees.

4.2 Payment Requirement

Unless otherwise agreed by the Company in writing, full payment is due before the Company begins providing Services.

The Company has no obligation to begin work on a Project until payment has been successfully received and processed.

Receipt of payment allows the Company to reserve production time, allocate creative resources, and begin development of the Project.

4.3 Payment Methods

The Company may accept payment through one or more approved payment methods, including credit cards, debit cards, electronic payment processors, bank transfers, or other payment methods designated by the Company.

The Company may change its accepted payment methods at any time.

4.4 Additional Services

The Client may request Services beyond those included in the selected Service Package.

Examples include:

• additional revisions;
• additional recordings;
• alternate versions;
• expanded production;
• additional deliverables;
• expedited production;
• streaming distribution not originally purchased;
• or other additional Services.

Additional Services are not included unless expressly approved by the Company in writing and may require additional fees and revised production schedules.

4.5 Change Orders

If the Client requests changes that materially modify the original scope of the Project, the Company may require execution of a written Change Order or another Written Agreement before performing the additional work.

A Change Order may include revised pricing, updated delivery schedules, modified Project specifications, and any additional terms reasonably necessary to complete the requested changes.

4.6 Failed or Reversed Payments

If any payment is declined, reversed, disputed, charged back, returned, or otherwise unsuccessful, the Company may immediately suspend or terminate work on the Project until the payment issue has been resolved.

The Client remains responsible for all amounts lawfully owed under this Agreement.

4.7 Suspension of Services

The Company may suspend performance of the Services whenever payment obligations have not been satisfied or when a payment dispute reasonably affects the Company's ability to continue the Project.

Suspension of the Services shall not constitute a breach of this Agreement by the Company.

4.8 No Delivery Prior to Payment

Unless otherwise agreed in writing, the Company is not required to deliver any Client Deliverables, master recordings, lyric sheets, digital files, source files, streaming distribution services, licenses, or other Project materials until all amounts due under this Agreement have been paid in full.

4.9 Chargebacks and Payment Disputes

The Client agrees not to initiate a payment dispute or chargeback in bad faith after the Company has begun performing the Services.

If a payment dispute or chargeback is initiated, the Company may suspend the Project, withhold Deliverables, suspend licensing rights, pursue available legal remedies, or take other actions permitted by applicable law or the Parties' Written Agreements.

Nothing in this Section limits either Party's legal rights regarding legitimate billing disputes.

4.10 Taxes

The Client is responsible for any applicable sales, use, value-added, or similar taxes required by applicable law, excluding taxes based upon the Company's net income.

4.11 Collection Costs

If the Company is required to pursue collection of unpaid amounts through lawful means, the Client agrees to reimburse the Company for reasonable costs of collection to the extent permitted by applicable law, including reasonable attorneys' fees, court costs, and other recoverable expenses.

4.12 Company Standard

The Company believes clear payment expectations support a successful creative relationship.

By establishing transparent pricing, payment requirements, and procedures for additional Services, this Agreement helps ensure that the Company can devote its full attention to creating meaningful Creative Works while providing Clients with a clear understanding of their financial responsibilities throughout the Project.

ARTICLE 5 — PROJECT COMPLETION, DELIVERY, AND CREATIVE PAUSE

5.1 Creative Pause

The Company understands that many Projects involve significant life events, including weddings, memorials, anniversaries, military service, illness, family emergencies, and other personal circumstances that may unexpectedly affect a Client's ability to continue participating in the Project.

At the Client's request, or when the Company reasonably believes a temporary pause is appropriate due to unforeseen circumstances, the Company may place the Project on temporary inactive status ("Creative Pause").

During a Creative Pause:

• production work may be suspended;
• scheduled production dates may be released;
• delivery estimates may be adjusted;
• communication may be temporarily reduced;
• and the Project may be rescheduled based upon the Company's future production availability.

Unless otherwise agreed in writing, a Creative Pause does not cancel the Project, terminate this Agreement, or entitle the Client to a refund.

If a Creative Pause extends beyond one hundred eighty (180) consecutive days, the Company may contact the Client to determine whether the Project should resume, remain inactive, or be administratively closed in accordance with this Agreement.

Nothing in this Section obligates the Company to immediately resume production upon expiration of a Creative Pause. Resumption of Services shall remain subject to the Company's production schedule, staffing, and availability.

5.2 Project Completion

A Project shall be considered substantially complete when the Company has:

• performed the Services included within the Client's selected Service Package;
• provided the Client Deliverables included within the applicable Written Agreement;
• completed any revisions included within the selected Service Package or otherwise agreed to in writing; and
• fulfilled the Company's material obligations under this Agreement.

Project completion shall not require the Company to perform Services or provide Deliverables beyond those expressly included within the applicable Written Agreement.

5.3 Delivery of Client Deliverables

Upon completion of the Project and satisfaction of all payment obligations, the Company will deliver the Client Deliverables included within the Client's selected Service Package.

Deliverables may include, as applicable:

• digital audio files;
• lyric sheets;
• cover artwork;
• streaming distribution services;
• digital downloads;
• or other Deliverables expressly included within the applicable Service Package.

The Company may determine the delivery method in its reasonable discretion unless otherwise agreed in writing.

5.4 Creative Completion

The Client acknowledges that commissioned creative services differ from manufactured products because artistic expression necessarily involves subjective judgment.

A Project shall not remain perpetually open solely because the Client continues to request additional creative changes beyond those included within the selected Service Package.

Once the Company has substantially completed the Services required under this Agreement, the Project shall be deemed complete even if the Client would have preferred different artistic choices, provided the Company has fulfilled its contractual obligations.

5.5 Final Review

Following delivery of the completed Project, the Client shall have a reasonable opportunity to review the Client Deliverables.

The Client agrees to promptly notify the Company of any material concerns relating to whether the Deliverables conform to the applicable Written Agreement.

Requests for additional revisions beyond those included within the selected Service Package shall constitute additional Services unless otherwise agreed in writing.

5.6 Client Acceptance

The Client shall be deemed to have accepted the completed Project upon the earliest occurrence of any of the following:

• the Client provides written acceptance;
• the Client publicly uses, performs, distributes, publishes, shares, or otherwise exploits the completed Creative Work;
• the Client authorizes public release or streaming distribution;
• or the Company has substantially completed the Services required under this Agreement and any included revision opportunities have been exhausted.

Acceptance does not alter ownership of the Company's Intellectual Property or expand the Client's licensing rights beyond those granted in the applicable License Agreement.

5.7 Client Silence

The Company recognizes that Clients may occasionally require additional time to review creative materials.

Accordingly, the Client's temporary silence or delay in responding shall not, by itself, constitute final acceptance of the completed Project.

However, if the Company requests information, approvals, or revision instructions necessary to continue the Project and the Client fails to respond within the reasonable time requested by the Company, the Company may continue production, place the Project on a Creative Pause, designate the Project as inactive, or otherwise proceed in accordance with this Agreement.

Nothing in this Section limits the Company's rights relating to Project abandonment under Article 3 or Creative Pause under this Article.

5.8 File Availability

Following delivery of the completed Project, the Client is responsible for promptly downloading, storing, and maintaining backup copies of all Client Deliverables.

The Company's retention of archived Project files is governed by the Company's File Retention and Redelivery Policy and any applicable Written Agreements.

The Company does not guarantee the continued availability of archived files or future replacement copies except as expressly agreed in writing.

5.9 Company Standard

The Company believes a successful Project concludes with clear expectations regarding completion, delivery, acceptance, and ongoing responsibilities.

By defining when the Company's Services have been fulfilled and how completed Projects are delivered, this Agreement seeks to provide certainty for both the Company and the Client while preserving the integrity of the creative process.

ARTICLE 6 — OWNERSHIP AND LICENSING

6.1 Ownership of Creative Works

Unless expressly transferred through a separate Written Agreement signed by the Company, the Company retains all right, title, and interest in and to its Creative Works, Creative Assets, Intellectual Property, trade secrets, proprietary materials, production methods, creative processes, and other rights created or developed in connection with the Project.

Nothing in this Agreement shall be interpreted as transferring ownership of the Company's Intellectual Property to the Client.

6.2 Client Deliverables

Upon satisfaction of all payment obligations and subject to the applicable License Agreement, the Company will provide the Client with the Client Deliverables included within the selected Service Package.

Delivery of Client Deliverables does not transfer ownership of the underlying Intellectual Property unless expressly stated in a separate Written Agreement executed by the Company.

6.3 License Required

The Client's use of the completed Creative Work is governed exclusively by the applicable License Agreement and any other applicable Written Agreements.

The rights granted to the Client are limited to those expressly provided in the applicable License Agreement. No license shall be implied by delivery, payment, possession, publication, or any other conduct of the Parties.

6.4 Client Materials

The Client retains ownership of photographs, recordings, documents, stories, and other original materials owned by the Client and voluntarily provided for the Project.

By providing such materials, the Client grants the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, adapt, edit, store, display, perform, and otherwise use those materials solely as reasonably necessary to perform the Services, administer the Project, maintain business records, exercise rights granted under the Parties' Written Agreements, and comply with applicable law.

Except as otherwise authorized by the Client or permitted under applicable Written Agreements, the Company acquires no ownership interest in the Client's pre-existing materials.

6.5 Company Portfolio and Promotional Use

Unless otherwise restricted by a separate Written Agreement, the Company's use of completed Creative Works, excerpts, titles, artwork, promotional materials, testimonials, or other Project-related materials for portfolio, educational, archival, marketing, promotional, or business purposes shall be governed by the applicable License Agreement, Terms and Conditions of Service, and any written permissions provided by the Client.

Nothing in this Section expands the Company's rights beyond those granted under the Parties' Written Agreements.

6.6 Reservation of Rights

The Company reserves all rights not expressly granted to the Client under the applicable License Agreement or another Written Agreement.

No waiver, assignment, transfer, or license of any Intellectual Property rights shall be implied from this Agreement.

6.7 Survival

The provisions of this Article shall survive completion of the Project, expiration or termination of this Agreement, and delivery of the Client Deliverables to the extent necessary to protect the Company's Intellectual Property and the Parties' continuing rights and obligations.

6.8 No Expectation of Exclusivity

The Client acknowledges that the Company creates Creative Works inspired by universal human experiences, including, without limitation, love, marriage, faith, grief, hope, healing, family, friendship, military service, perseverance, celebration, loss, redemption, and other experiences commonly shared by individuals.

The Client understands and agrees that no person may claim exclusive ownership of facts, memories, emotions, life experiences, historical events, ideas, concepts, themes, genres, artistic styles, storytelling techniques, musical styles, arrangements, production methods, or other elements that are not independently protectable under applicable intellectual property law.

Accordingly, nothing in this Agreement shall be interpreted as preventing the Company from independently creating, developing, producing, adapting, arranging, publishing, licensing, performing, distributing, or otherwise exploiting future Creative Works that may naturally involve similar subject matter, emotional themes, musical styles, genres, storytelling techniques, or other non-protectable elements, provided the Company does not violate the Client's contractual rights, misuse Confidential Information, or infringe any protectable Intellectual Property rights belonging to the Client or another person.

The mere existence of similarities between Creative Works shall not, by itself, create a presumption of copying where such similarities arise from independently developed expression, common themes, ideas, scènes à faire, public domain material, or other elements not protected under applicable intellectual property law.

The Company does not claim ownership of the Client's personal history, memories, or life experiences. Likewise, the Client acknowledges that the Company retains ownership of its own independent creative expression and remains free to continue developing its Creative Catalog through future Creative Works created independently of the Client's commissioned Project.

Nothing in this Section limits any rights expressly granted to the Client under the applicable License Agreement or restricts any obligations of confidentiality or privacy otherwise assumed by the Company under the Parties' Written Agreements.

6.9 Company Standard

The Company believes every Creative Work reflects both the Client's story and the Company's independent creative expression.

By clearly distinguishing ownership from licensed use, this Agreement seeks to protect the Company's Intellectual Property while ensuring that Clients receive the rights and permissions granted through their selected License Agreement.

ARTICLE 7 — CLIENT MATERIALS, PERMISSIONS, AND THIRD-PARTY RIGHTS

7.1 Client Materials

The Client may provide photographs, videos, audio recordings, voice recordings, written materials, documents, correspondence, stories, names, likenesses, personal experiences, family information, creative ideas, and other materials ("Client Materials") for use in connection with the Project.

The Client acknowledges that the Company will reasonably rely upon the Client Materials provided in performing the Services.

7.2 Ownership of Client Materials

Except as otherwise provided in this Agreement or another applicable Written Agreement, the Client retains ownership of the Client's pre-existing Client Materials.

Nothing in this Agreement transfers ownership of the Client's pre-existing Client Materials to the Company.

7.3 Client Representations and Warranties

The Client represents and warrants that:

• the Client owns the Client Materials or has sufficient legal authority to provide them to the Company;
• the Client has obtained all permissions, licenses, releases, and authorizations reasonably necessary for the Company's authorized use of the Client Materials;
• the Client Materials do not knowingly infringe the intellectual property, privacy, publicity, contractual, or other legal rights of any third party; and
• the Client's submission of the Client Materials and the Company's authorized use of those materials under this Agreement will not knowingly violate applicable law.

7.4 Third-Party Rights

The Client accepts responsibility for obtaining any permissions required from third parties whose names, likenesses, voices, photographs, recordings, writings, or other protected materials are incorporated into the Project.

The Company may rely upon the Client's representations regarding such permissions and has no independent duty to investigate ownership, authenticity, legal authority, or permission unless otherwise agreed in writing.

7.5 Use of Client Materials

The Client grants the Company a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, store, edit, adapt, display, transmit, perform, and otherwise use the Client Materials solely as reasonably necessary to:

• perform the Services;
• complete the Project;
• administer the Project;
• maintain business records;
• exercise rights granted under the Parties' Written Agreements;
• protect the Company's legal interests; and
• comply with applicable law.

This limited license automatically terminates to the extent continued use is no longer reasonably necessary, subject to the Company's rights to retain records, Creative Works, Intellectual Property, and other materials as permitted under this Agreement, the Privacy Policy, the License Agreement, and applicable law.

7.6 Sensitive Client Materials

The Company understands that many Projects involve deeply personal experiences and may include sensitive Client Materials such as memorial tributes, family histories, military service, adoption stories, recovery journeys, private correspondence, children's information, photographs, recordings, or other personal content.

The Company will handle such Client Materials with reasonable care consistent with this Agreement, the Company's Privacy Policy, and its ordinary business practices. However, the Client is encouraged to provide only those Client Materials reasonably necessary for the Project and should avoid submitting information that is unnecessary for the requested Services or that the Client is not comfortable sharing.

Nothing in this Section expands the Company's obligations beyond those expressly assumed under this Agreement, the Privacy Policy, or any other applicable Written Agreement.

7.7 Removal Requests

The Client may request removal of Client Materials that have not yet been incorporated into a completed Creative Work.

The Company will make reasonable efforts to honor such requests when reasonably practicable.

Once Client Materials have been incorporated into completed Creative Works, business records, legal records, backup systems, or materials the Company is entitled or required to retain, removal may not be possible or legally required.

7.8 Indemnification for Client Materials

The Client agrees to defend, indemnify, and hold harmless the Company, its owners, officers, employees, contractors, agents, successors, and assigns from and against any claims, demands, liabilities, damages, judgments, settlements, losses, costs, or expenses, including reasonable attorneys' fees, arising out of or relating to:

• the Client's submission of Client Materials;
• the Client's failure to obtain necessary permissions or authorizations;
• allegations that Client Materials infringe the rights of another person;
• or the Client's breach of the representations and warranties contained in this Article.

This Section shall survive completion, termination, or expiration of this Agreement.

7.9 Company Standard

The Company believes every Client should remain the owner of the personal memories, photographs, recordings, and other materials they bring to the creative process.

By clearly defining each Party's rights and responsibilities regarding Client Materials, this Agreement seeks to respect those personal contributions while protecting both the Client and the Company throughout the development of each Creative Work.

ARTICLE 8 — WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY

8.1 Limited Warranty

The Company warrants that it will perform the Services in a commercially reasonable and workmanlike manner consistent with the terms of this Agreement and the applicable Written Agreements.

Except as expressly provided in this Agreement, the Company makes no other warranties, express or implied.

8.2 No Guarantee of Subjective Satisfaction

The Client acknowledges that the Services involve artistic interpretation and creative judgment.

Accordingly, the Company does not warrant or guarantee that a completed Creative Work will satisfy every subjective expectation, artistic preference, emotional reaction, musical taste, or personal opinion of the Client or any third party.

The Company's obligation is to substantially perform the Services described in the applicable Written Agreements.

8.3 Emotional Interpretation

The Client acknowledges that Creative Works are intended to communicate thoughts, emotions, memories, experiences, and artistic expression, and that individuals may reasonably experience different emotional responses to the same Creative Work.

The Company does not warrant that every listener will interpret, understand, or emotionally respond to a Creative Work in the same manner as the Client or as originally intended. Differences in personal opinion, emotional reaction, artistic interpretation, or individual preference do not, by themselves, establish that the Company has failed to perform the Services or breached this Agreement.

The Company's obligation is to substantially perform the Services described in the applicable Written Agreements using its independent creative judgment and professional skill.

8.4 No Guarantee of Commercial Success

Unless expressly agreed in writing, the Company does not guarantee:

• commercial success;
• streaming performance;
• chart placement;
• radio airplay;
• social media engagement;
• public acceptance;
• financial return;
• awards;
• licensing opportunities;
• or any other business or commercial outcome.

8.5 Third-Party Services

The Company is not responsible for the acts, omissions, policies, availability, pricing, technical failures, business decisions, or performance of Third-Party Providers.

This includes, without limitation:

• streaming platforms;
• music distributors;
• payment processors;
• website providers;
• cloud storage providers;
• shipping companies;
• email providers;
• social media platforms;
• artificial intelligence service providers;
• and other third-party services used in connection with the Project.

8.6 Limitation of Liability

To the fullest extent permitted by applicable law, the Company's total liability arising out of or relating to this Agreement shall not exceed the total amount actually paid by the Client to the Company under the applicable Project giving rise to the claim.

This limitation applies regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statute, or otherwise.

8.7 Exclusion of Certain Damages

To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including lost profits, lost business opportunities, loss of goodwill, emotional distress, or loss of data, even if advised of the possibility of such damages.

Nothing in this Agreement limits liability that cannot lawfully be limited under applicable law.

8.8 Company Standard

The Company believes every Project deserves thoughtful attention and good-faith performance.

By clearly defining the scope of the Company's warranties and reasonably limiting potential liability, this Agreement seeks to fairly allocate risk while allowing the Company to focus on creating meaningful Creative Works for its Clients.

ARTICLE 9 — SUSPENSION, CANCELLATION, AND TERMINATION

9.1 Suspension of Services

The Company may suspend performance of the Services whenever reasonably necessary to:

• address payment issues;
• investigate suspected fraud or unauthorized activity;
• obtain information reasonably necessary to continue the Project;
• protect the Company's legal rights;
• comply with applicable law;
• address safety or security concerns;
• or respond to another material issue affecting the Project.

Suspension of the Services under this Section shall not, by itself, constitute a breach of this Agreement by the Company.

9.2 Client Cancellation

The Client may request cancellation of the Project at any time by providing written notice to the Company.

Cancellation of the Project shall be governed by the Company's Refund Policy and any other applicable Written Agreements.

Cancellation does not automatically entitle the Client to a refund, transfer of ownership, delivery of incomplete work, or release from payment obligations that have already accrued under this Agreement.

9.3 Company Termination

The Company may terminate this Agreement upon written notice if:

• the Client materially breaches this Agreement;
• required payments are not received;
• the Client knowingly provides false or misleading information;
• the Client requests unlawful, infringing, fraudulent, defamatory, or otherwise prohibited content;
• the Client engages in abusive, threatening, discriminatory, or harassing conduct toward the Company or its representatives;
• continued performance would violate applicable law;
• or continuation of the Project becomes commercially impracticable or impossible due to circumstances beyond the Company's reasonable control.

Termination under this Section shall not waive any rights or remedies otherwise available to the Company.

9.4 Material Breach

A Party materially breaches this Agreement by failing to perform a material obligation under this Agreement and failing to cure such breach within thirty (30) days after receiving written notice from the non-breaching Party, unless a different period is required by applicable law or the nature of the breach makes cure impossible.

Nothing in this Section limits the Company's right to immediately suspend the Services when reasonably necessary to protect its legal rights, Clients, business operations, or personnel.

9.5 Effect of Suspension or Termination

Upon suspension, cancellation, or termination of this Agreement:

• the Company may cease performing the Services;
• unpaid amounts shall remain immediately due and payable to the extent permitted by applicable law;
• the Client's rights under any applicable License Agreement shall remain subject to their terms;
• ownership of Intellectual Property shall remain unaffected;
• confidentiality, indemnification, limitation of liability, dispute resolution, payment obligations, and other provisions intended to survive shall continue in effect.

9.6 Force Majeure

Neither Party shall be liable for delays or failures to perform resulting from events beyond the Party's reasonable control, including:

• natural disasters;
• severe weather;
• fire;
• flood;
• war;
• terrorism;
• civil unrest;
• labor disputes;
• widespread internet or utility failures;
• governmental actions;
• epidemics or pandemics;
• cyberattacks;
• failures of critical third-party infrastructure;
• or other events beyond the affected Party's reasonable control.

The affected Party shall make reasonable efforts to resume performance as soon as reasonably practicable.

9.7 Right to Decline or Discontinue Services

The Company reserves the right, in its reasonable discretion, to decline, suspend, or discontinue any Project that:

• would require the Company to violate applicable law;
• infringes the intellectual property or other rights of another person;
• contains unlawful, defamatory, fraudulent, or abusive content;
• conflicts with the Company's published policies or Written Agreements;
• cannot reasonably be completed with the information or cooperation provided by the Client; or
• is otherwise inconsistent with the Company's legitimate business practices or creative standards.

When reasonably practicable, the Company will notify the Client of its decision and, where appropriate, apply the Company's Refund Policy or other applicable Written Agreements.

9.8 No Waiver

The Company's decision to delay exercising, or not immediately exercise, any right or remedy under this Agreement shall not constitute a waiver of that right or any other right available under this Agreement or applicable law.

9.9 Company Standard

The Company believes that even when a Project cannot continue as originally planned, both Parties benefit from clear expectations regarding suspension, cancellation, and termination.

By establishing fair procedures for ending or pausing the contractual relationship, this Agreement seeks to protect the interests of both the Company and the Client while supporting an orderly resolution of unforeseen circumstances.

ARTICLE 10 — GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement, together with the applicable Terms and Conditions of Service, Privacy Policy, Refund Policy, License Agreement, and any other applicable Written Agreements, constitutes the complete agreement between the Parties concerning the Project and supersedes all prior or contemporaneous discussions, negotiations, representations, proposals, or understandings relating to the subject matter of this Agreement.

No oral statement or prior communication shall modify this Agreement unless expressly incorporated into a subsequent Written Agreement executed by the Parties.

10.2 Order of Precedence

In the event of a conflict between the Company's Written Agreements, the following order of precedence shall apply unless expressly stated otherwise in writing:

1. Any Project-specific amendment signed by both Parties;
2. This Service Agreement;
3. The applicable License Agreement;
4. The Terms and Conditions of Service;
5. The Refund Policy;
6. The Privacy Policy;
7. Any other applicable Written Agreement.

This order of precedence applies only to the extent necessary to resolve an actual conflict between the applicable documents.

10.3 Amendments

No amendment, modification, waiver, or supplement to this Agreement shall be effective unless made in writing and approved by the Company. Where the amendment affects a material obligation of the Client, it must also be accepted by the Client.

10.4 Assignment

The Client may not assign, transfer, delegate, or otherwise convey this Agreement or any rights or obligations under this Agreement without the Company's prior written consent.

The Company may assign this Agreement in connection with a merger, acquisition, internal reorganization, sale of assets, or other lawful business transaction, provided such assignment does not materially reduce the Client's contractual rights.

10.5 Independent Contractors

Nothing in this Agreement creates an employment relationship, partnership, joint venture, agency relationship, fiduciary relationship, or other legal relationship between the Parties except that of independent contracting parties.

10.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

10.7 Venue

Unless otherwise required by applicable law, any legal action arising out of or relating to this Agreement shall be brought exclusively in a court of competent jurisdiction located in the State of Texas.

The Parties consent to the personal jurisdiction of such courts.

10.8 Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by applicable law.

To the extent reasonably possible, any invalid provision shall be interpreted or modified so as to most closely reflect the Parties' original intent while remaining enforceable.

10.9 Notices

Any notice required or permitted under this Agreement shall be provided in writing and may be delivered by:

• email;
• recognized overnight courier;
• certified mail;
• personal delivery;
• or another method agreed upon by the Parties in writing.

Notice shall be deemed given when actually received or when delivery is confirmed by the applicable delivery method.

10.10 Electronic Signatures

The Parties agree that electronic signatures, electronic records, and electronically transmitted copies of this Agreement shall have the same legal force and effect as original handwritten signatures to the fullest extent permitted by applicable law, including the Texas Uniform Electronic Transactions Act and other applicable laws governing electronic signatures.

10.11 Survival

Any provision of this Agreement that by its nature should reasonably survive completion, expiration, cancellation, or termination of this Agreement shall survive, including, without limitation:

• payment obligations;
• Intellectual Property rights;
• licensing provisions;
• confidentiality obligations;
• indemnification;
• limitation of liability;
• dispute resolution;
• record retention;
• and any other provision intended to survive.

10.12 Waiver

Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision unless expressly agreed to in writing.

Any waiver shall apply only to the specific circumstance for which it was granted.

10.13 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

10.14 Headings

Section titles and headings are included solely for convenience and shall not affect the interpretation of this Agreement.

10.15 Company Standard

The Company believes strong agreements create clear expectations, reduce misunderstandings, and support lasting relationships built on trust and mutual respect.

By establishing consistent legal procedures governing the interpretation and administration of this Agreement, the Parties can focus their attention on the meaningful purpose of the Project and the creation of lasting Creative Works.

ARTICLE 11 — EXECUTION

11.1 Acceptance

This Agreement becomes binding upon execution by the Parties or upon the Client's acceptance through an electronic ordering system, online checkout, payment, electronic signature, or other legally recognized method of acceptance approved by the Company.

11.2 Authority

Each individual executing this Agreement represents that they have the legal authority to bind the Party on whose behalf they are signing.

11.3 Signatures

This Agreement is executed by the Parties as evidenced by the Client's acceptance in accordance with Section 11.1, or, where applicable, by the Parties' handwritten or electronic signatures on the Project-specific Written Agreement.