CrtVty, LLC MASTER SERVICES AGREEMENT / TERMS & CONDITIONS

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This Master Services Agreement (“Agreement”) governs all services provided by CrtVty, LLC (“CrtVty” or “Agency”). CrtVty operates under two service models: CrtVty AI and CrtVty Agency. The applicable model will be clearly identified in each Work Order and governs scope, revisions, optimization, and deliverables.

1. Service Models

1.1 CrtVty AI (Campaign Model)

  • Media-led campaign platform where creative is included as a functional component of paid distribution.
  • Creative is designed for paid performance and included only with a media investment.
  • Engagements prioritize speed, clarity, and scalability; revisions are handled through Optimization Cycles, not open-ended edits.
  • Creative is not offered as a standalone product under CrtVty AI.

1.2 CrtVty Agency (Strategic Agency Engagement)

  • Collaborative, high-touch engagement including strategy, creative development, consulting, and media management.
  • Includes defined Creative Revision Rounds and iterative development.
  • Scope may extend beyond standard campaign execution; pricing and deliverables will be clearly outlined in the Work Order.

2. Scope of Work

  • All services must be defined in a written Work Order (WO) or Statement of Work.
  • Each WO will specify: service model, deliverables, timelines, fees, and revision/optimization structure.
  • Any change in scope after work has commenced requires written approval and may incur additional fees.

3. Fees, Billing & Payments

3.1 Agency Fees vs. Media Spend

  • Agency Fees cover CrtVty services including strategy, creative, optimization, and campaign management.
  • Media Spend represents third-party ad costs paid to platforms; once committed, these funds are non-refundable.
  • Media Spend is excluded from all liability caps.

3.2 Payment Terms

  • Invoices are due upon receipt unless otherwise noted in the WO.
  • Late payments accrue interest at 1.5% per month or the maximum allowed by law.

3.3 Deposits

  • CrtVty may require advance payment or deposits to cover production or third-party hard costs.
  • Deposits are non-refundable, unless otherwise specified.

4. Revisions & Optimization

4.1 CrtVty AI

  • Includes Optimization Cycles as stated in the WO.
  • Changes are limited to performance, compliance, or format adjustments.
  • Changes to core creative, messaging, or structure are considered a Major Revision and billed accordingly.
  • Approval for launch constitutes acceptance of assets as production-ready.

4.2 CrtVty Agency

  • Includes Creative Revision Rounds as stated in the WO.
  • A round consists of consolidated feedback submitted at one time.
  • Revisions beyond included rounds may be billed at standard Agency rates.
  • Major Revisions (reworking more than half of a deliverable’s structure or core creative direction) are billed per the WO.

5. Ownership & Usage Rights

  • CrtVty retains ownership of all working files, drafts, and source materials until full payment is received.
  • Upon full payment, ownership of final deliverables transfers to the Client.
  • Source files are only included if specifically purchased or agreed in the WO.
  • CrtVty may showcase the work in its portfolio and marketing materials.

6. Third-Party Content & Client Materials

  • Royalty-Free Assets: properly licensed; Client may use under license terms. Agency not liable for misuse.
  • Rights-Managed Assets: licensed per Client usage; Client indemnifies Agency for over-usage.
  • Client-Provided Materials: Client represents proper licensing and indemnifies Agency for claims.

7. Media Placement & Performance Disclaimer

  • No guarantee of specific results, impressions, ROAS, or sales.
  • Estimated metrics are for planning only.Campaign delivery is subject to platform inventory, algorithms, and policies.

8. Artificial Intelligence & Tools

  • CrtVty may use AI-assisted tools in production and optimization.
  • Final deliverables remain protected works; certain AI-generated elements may not qualify for independent copyright.

9. Confidentiality

Both parties agree to maintain confidentiality of non-public business, campaign, and creative information.

10. Warranties & Disclaimers

  • CrtVty warrants original work does not knowingly infringe third-party rights.
  • Client is responsible for substantiation of advertising claims.
  • Agency is not responsible for usage beyond licensed scope.

11. Limitation of Liability

  • CrtVty’s total liability is capped at Agency Fees paid under the applicable WO (excluding Media Spend).
  • Agency is not liable for consequential, incidental, or punitive damages.

12. Termination & Cancellation

  • Either party may terminate with written notice.
  • Fees incurred prior to termination remain payable.
  • Media Spend and third-party costs are non-refundable.
  • CrtVty AI projects: Client accepts all creative after launch; optimization cycles do not constitute open-ended revisions.
  • CrtVty Agency projects: Fees for approved work are due; Major Revisions billed separately.

13. Governing Law

This Agreement is governed by the laws of the state in which CrtVty, LLC is registered.

14. Indemnification

Client agrees to indemnify and hold CrtVty harmless from claims arising from:

  • Client-provided materials
  • Client instructions
  • Misuse of deliverables
  • Any advertising claims made by Client
  • Each party shall indemnify the other for claims arising from its own negligence, breach, or willful misconduct.