MASTER SERVICE AGREEMENT
Between LaunchPreneur, Inc. and Client

LaunchPreneur, Inc. is a Delaware corporation operating nationally in the United States and authorized to conduct business from the State of Nevada.

This Agreement governs the relationship between LaunchPreneur, Inc., its divisions (including but not limited to ViralBrand LLC (a DBA of LaunchPreneur, Inc.) and The McCord List (a DBA of LaunchPreneur, Inc.)), affiliates, employees, contractors, and partners (hereafter "Agency") and the client entity identified in any associated Statement of Work or signed agreement (hereafter "Client").

For purposes of this Agreement, the terms "influencer," "creator," and "celebrity" are considered interchangeable.

1. Modifications

All modifications to this Agreement, including any Statement of Work (SOW), must be approved in writing by both parties. Any verbal modification or oral amendment shall not be valid.

However, updates or additions to the Scope of Work may be communicated and agreed to verbally or in writing via text message, email, or online meetings, provided the direction is clearly issued by the Client or an authorized representative. These communications will be treated as binding and enforceable additions to the active Scope of Work.

2. Influencer Collaborations and Creative Direction

Influencers also agree to follow all applicable state, federal, and industry-specific advertising guidelines related to regulated industries such as alcohol, tobacco, CBD, wine, and other age-restricted or compliance-sensitive products. These obligations are communicated through the Agency’s influencer terms and conditions, which influencers accept upon applying. While the Agency takes reasonable steps to inform and guide influencers regarding these obligations, the Agency is not liable for non-compliance and is indemnified if any influencer fails to adhere to such legal requirements.

3. Rates and Fees

Any breach of confidentiality regarding influencer payments may harm the influencer’s market rate or public image. Many influencers have standard public rates but choose to offer ViralBrand's CollabsHub discounted or preferred pricing due to our trusted relationship and collaboration volume. If these confidential rates or bonuses are disclosed, it could negatively affect the influencer’s future earnings or perceived value. Therefore, the Agency is not required to disclose the rate, bonus, or any financial incentive offered to an individual influencer unless explicitly agreed to in writing by both parties.

Fees may vary for each influencer, creator, or celebrity, and the Agency retains sole discretion to negotiate compensation with grassroots, affiliate, or premium influencers based on campaign needs. These negotiations may include cash fees, product incentives, affiliate commissions, or other forms of value. Due to the volume of collaborations and the ongoing nature of our relationships, many influencers extend special rates to ViralBrand's CollabsHub that may not be publicly available. All pricing agreements and terms with specific influencers are considered confidential and proprietary. The Agency will not disclose rates paid to any specific creator, affiliate, or partner, as doing so would breach our confidentiality agreements and potentially damage influencer relationships.

The Agency applies a fee to all influencer activations, protected under confidentiality agreements. Rate disclosures without authorization are prohibited and considered a breach. Refer to the Agency’s confidential rate card for baseline activation pricing.

4. Payment Terms

Client agrees to pay via ACH, wire, credit card, or PayPal. Invoices are payable within fourteen (14) days. Late payments incur a $100/day fee. Work may be paused until payment is current. Prepayment is required for retainers unless otherwise stated in the SOW.

All payments are non-refundable unless explicitly agreed otherwise in writing. Retainer fees do not include reimbursable expenses (e.g., travel) unless pre-approved in writing.

5. Termination & Cancellation

This Agreement may be terminated by either party. Monthly retainer services require a 30-day written notice. Example scenarios provided clarify timing. No refunds will be issued for prepaid services. Upon termination, influencers engaged during the term may not be directly re-engaged by Client or its representatives without proof of a prior relationship.

The Client acknowledges that organic influencer engagement may continue post-termination, which is outside the control of the Agency.

6. Indemnification

Client agrees to indemnify and hold harmless the Agency and its associated influencers from claims arising out of the content or use of Client-provided materials, including legal costs. Agency does not guarantee influencer performance, creative compliance, or timing due to the organic nature of influencer marketing.

Delays or failures in shipment, payment, or approvals by Client may impact deliverables and will not warrant refunds or liability.

7. Errors and Omissions

Agency will correct any typographical or technical errors within two (2) business days of Client notice. Agency is not liable for errors approved by Client or resulting from Client submissions. Influencer corrections will be requested but cannot be guaranteed.

8. Credits & Make-Goods

Client must request make-goods within two (2) business days of content going live. Maximum credit is capped at 20% for content errors and 100% for advertising service errors. Reruns for under-delivered content will be provided with a 20% bonus impression cap.

9. Third-Party Agencies

Agencies acting on behalf of clients are responsible for all fees and actions. Notices to the third-party agency constitute notice to the Client.

10. Intellectual Property

Creative assets produced by the Agency remain Agency property. Clients are granted a perpetual, royalty-free license unless otherwise agreed. Influencer content is owned by the influencer, with shared usage rights granted to Client and Agency unless limited by a separate agreement.

Client grants the Agency permission to use logos, case studies, and performance results in its marketing.

11. Taxes

Client is responsible for all applicable taxes unless otherwise stated.

12. Content Standards

Agency reserves the right to reject any creative or placement that fails to meet professional standards or platform guidelines.

13. Force Majeure

Agency is not liable for delays caused by circumstances beyond its control, including acts of God, pandemics, power failures, or supplier failures.

14. No Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that or any other provision in the future.

15. Data Privacy & Protection

Agency complies with GDPR, CCPA, and CPRA. Personally identifiable information (PII) is not shared without opt-in consent. Influencer contact data is proprietary and protected.

16. Influencer Activation Policy

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The Client may choose to pre-approve individual influencers prior to activation. If the Client desires to be involved in the approval process, they must clearly communicate that intention in writing at the start of the campaign. Otherwise, the Agency is authorized to move forward with influencer activations using its professional discretion. The Client understands that denying or delaying approval of previously vetted influencers may negatively impact campaign performance, timeline, and the Agency's ability to meet key performance indicators (KPIs) and campaign goals.

Agency may engage in warm and cold outreach to influencers. The Client agrees that any influencer posting content about the brand during the campaign window counts as an activation, regardless of whether it meets brand direction.

Client must review influencer selections within 48 hours. If no response is received, Agency may proceed based on professional judgment.

17. Scope, Goals & Campaign Types

All deliverables are goals, not guarantees. Campaign types may include:

  • Paid Media Campaigns – Incentivized via fees/trade/commissions

  • Earned Media Campaigns – Organic influencer opt-ins

  • Whitelisting Campaigns – Influencer posts used as social ads

  • Accelerators – Internal strategy development support

  • Hyper-Local Campaigns – Directory-style exposure with no formal tracking

18. Performance Reporting

Agency is not responsible for downtime, data discrepancies, or reporting errors caused by third-party platform APIs or data providers, including but not limited to Instagram, TikTok, Meta, or Google.

Campaign metrics may include: reach, impressions, engagement, media value, clicks, sales, content activity, and audience demographics. Reports are provided weekly or upon request.

19. Sampling & Gifting

Unless otherwise agreed to in writing, the Client is responsible for all product costs, swag, and associated shipping costs for influencer collaborations, giveaways, or promotional fulfillment. The Agency will ensure client and influencers receive the necessary product information and fulfillment details, but the costs must be covered by the Client.

20. Miscellaneous Provisions

Both parties agree to maintain mutual confidentiality for any proprietary or sensitive information disclosed during the course of the campaign not intended for public release.

All covenants survive termination. This Agreement, including referenced rate cards and SOWs, constitutes the full agreement. No oral changes are valid. Any amendments must be written and signed by both parties.

Changes to campaign scope, timing, or deliverables require mutual written approval. Legal jurisdiction is the State of Nevada.

21. FTC Compliance

All parties agree to follow FTC influencer disclosure guidelines:

22. Confidentiality & Nondisclosure

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Client agrees not to circumvent the Agency by directly engaging any influencer, creator, or celebrity introduced through the Agency for a period of twelve (12) months following the last date of engagement, unless expressly approved in writing. Any such circumvention will be considered a material breach of this Agreement. Influencer data (email, phone, address) will not be shared unless explicitly agreed in writing.

23. Influencer Terms and Agreement

All influencers, creators, and event participants engaged through the Agency—including those activated via grassroots campaigns, product gifting, paid promotions, or events—are subject to the general terms and conditions outlined at: https://www.collabshub.com/influencertermsandconditions

These terms are agreed to via an opt-in checkbox on the influencer application form hosted on the CollabsHub platform. Unless otherwise negotiated in writing, these terms govern all influencer engagements facilitated by the Agency and are deemed binding upon application submission and participation in any Agency-facilitated campaign or event.

24. Incentives & Fulfillment

Client is responsible for funding influencer incentives upfront. Influencer payments are managed solely by the Agency unless otherwise agreed.

Client acknowledges the 30-day cancellation policy and understands that no refunds apply to any paid services unless otherwise stated.

25. Authorization for ACH

Client authorizes Agency to process payments via ACH. Authorization remains effective until revoked in writing with 30 days' notice.

26. Dispute Resolution

If disputes arise, both parties agree to first seek resolution through mediation in the State of Nevada. If unresolved, claims shall be resolved by binding arbitration under Nevada law. Each party will bear its own legal costs unless otherwise awarded.