Studio Membership Master Service Agreement

1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Membership Summary, Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.

1.2 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, videography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under United States Copyright Law.

1.4 Deliverables means the services and creative work product to be provided by Agency to Client under the Studio Membership, as initiated and approved via credit-based Projects. Deliverables may include visual assets, copywriting, strategy, digital marketing content, or other creative outputs.

1.5 Creative Tools means all the tools developed and/or utilized by Agency in performing the Services, including, without limitation, pre-existing and newly developed type fonts, photography presents, video presets, music, together with any other inventions whether or not patentable, and general non-copyrightable concepts such as website design, layout, colors, and functional elements.

1.6 Credit(s) means the internal unit of measurement used by Agency to scope and execute Projects under the Studio Membership. Credit values are estimated based on the anticipated complexity, effort, and impact of each Deliverable, and may be adjusted at Agency’s sole discretion.

1.7 Effective Date means all work product and digital files utilized by Agency to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.

1.8 Expansion Credits means one-time, prepaid credits purchased by Client to supplement the monthly credit allocation. These credits are subject to separate expiration terms and are not eligible for use as Flash Credits.

1.9 Final Works means all creative content developed or commissioned by Agency for the Client under the Studio Membership and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, videography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Agency’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

1.10 Final Deliverables means the final versions of Deliverables provided by Agency and accepted by the Client.

1.11 Flash Credits means a subset of Credits intended for expedited or low-lift projects, as defined by Agency. These credits are issued at the Agency’s sole discretion and convert to Regular Credits to be rolled over if unused within the billing cycle.

1.12 Membership Level means the tier of Studio Membership selected by Client, which determines pricing, credit allocation, access to Flash Credits, and other benefits.

1.13 Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual representations, or other alternate or preliminary designs and documents developed by Agency and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.

1.14 Project means the scoped body of work initiated by the Client under the Studio Membership using available Credits, whether submitted through a dedicated Client portal or initiated via other approved channels.

1.15 Services means all creative and strategic services provided to Client by Agency under the Studio Membership, including production, design, content development, paid media support, consulting, and other offerings as defined in the Agency’s service menu.

1.16 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including, without limitation, stock photography, video footage, and illustration.

1.17 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

1.18 Working Files means all work product and digital files utilized by Agency to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.

3.1 Membership Fees. In consideration of the Services provided under the Studio Membership, Client shall pay the applicable monthly Membership Fees associated with their selected Membership Level. All payments shall be made via the payment method captured at checkout and processed through our payment provider (Stripe). Monthly fees shall be charged on the last calendar day of the month for Services beginning the following month. Membership Fees are non-refundable and shall be paid in full regardless of actual credit usage during the billing period.

3.2 Expenses. Client shall reimburse Agency for all reasonable expenses incurred in connection with the provision of Services, including but not limited to: (a) incidental and out-of-pocket expenses such as shipping, courier fees, printing, computer expenses, travel-related charges, meals, lodging, mileage (billed at $0.70 per mile), and other similar costs; and (b) external purchases made on behalf of Client such as props, printing, location fees, talent fees, venue fees, or other third-party fees. All reimbursable expenses are subject to Agency’s standard markup of twenty percent (20%), unless otherwise agreed to in writing. Travel or other substantial expenditures will be incurred only with Client’s prior approval.

3.3 Additional Costs. Membership Fees cover access to Agency’s menu of Services and production capacity, but do not include third-party costs such as: paid media (e.g., ad spend), talent fees, music licenses, stock assets, influencer compensation, or hosting platforms. These costs will be passed through to Client with advance notice and must be approved in writing before being incurred.

3.4 Non-Payment and Suspension of Services. If Client’s payment method fails to process on the scheduled billing date, Agency reserves the right to pause all Services immediately. If any payment remains unpaid for more than thirty (30) days, this Agreement shall be deemed terminated for cause, and the full remaining balance of the Agreement Term shall become immediately due and payable in accordance with Section 10.2(b). Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Any and all unused Credits shall be forfeited, and Agency reserves the right to withhold delivery and any transfer of ownership of any current work and suspend all work indefinitely for any reason if accounts are not current. All grants of any licenses or use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the cost of Changes.

3.5 Credit Minimums. All projects initiated under the Studio Membership are subject to a minimum charge of one (1) credit, unless otherwise agreed to in writing. Agency reserves the right to adjust Credit usage estimates or actual Credit burn based on the complexity, urgency, or scale of a requested Project.

3.6 Credit Rollover and Expiration. Unused Regular Credits will automatically roll over for up to two (2) additional calendar months following their original month of issuance, after which they will expire. Credits are consumed on a first-in, first-out (FIFO) basis. Unused Flash Credits are converted to and will roll over as regular Credits. Credits may not be transferred between months outside of the permitted rollover window and may not be exchanged or refunded.

3.7 Expansion Credits. Clients may purchase Expansion Credits to supplement their monthly Credit allocation. The minimum purchase is $10,000, which grants a one-time allotment of 100 Regular Credits. Expansion Credits are not eligible to be used as Flash Credits, and expire three (3) months after their effective start date. Expansion Credits must be scheduled and purchased at least two (2) full calendar months in advance of their activation date (e.g., Credits purchased in April will become active no earlier than July 1). Expansion Credits are non-transferable, and may not be rolled over beyond their expiration.

3.8 Pricing Adjustments. Agency reserves the right to revise Membership Fees, Credit allocations, and/or service entitlements for future Agreement Terms. Any such changes will be communicated to Client in writing at least sixty (60) calendar days before the end of the current Agreement Term and will take effect at the beginning of the next term.

3.9 Change of Plan, Upgrades, and Downgrades. Client is entitled to upgrade the Member Level at any time during the Agreement Term, which will only be applied to the remaining calendar months of the Term. All Member Level upgrades are subject to additional costs. Client may request to change or downgrade their Member Level effective at the start of the next Agreement Term only, provided that written notice is submitted to Agency no less than thirty (30) days prior to the commencement of such term. Client may not pause a Plan. Any notice requesting a pause may, at Agency’s discretion, be treated as notice of termination. Unless expressly stated otherwise in the notice or Scope of Work, any changes to a Plan shall remain in effect for all subsequent Agreement Terms.

4.1 General Changes. Unless otherwise specified by Agency in writing, any Client-requested changes that fall outside the scope of services offered under the Studio Membership, or that materially alter the nature, effort, or scale of a Deliverable, may result in a re-evaluation of the credit cost for that Deliverable. RKDA reserves the right to revise the estimated credit usage accordingly and will notify Client prior to applying any additional Credits. Such changes may include—but are not limited to—revisions to project objectives, added deliverables, scope increases, re-shoots, or the need to reallocate creative resources. Revised credit requirements must be approved by Client before RKDA proceeds with the updated scope of work.

4.2 Substantive Changes. If any requested Change results in a revision equal to or exceeding thirty percent (30%) of the estimated effort, value, or scope of a Deliverable or Project, RKDA reserves the right to issue a new Project Estimate or Credit Quote for Client approval. Work on the revised scope shall not begin until written acceptance of the revised terms is received and, if applicable, corresponding Credits are allocated or payment is made.

4.3 Timing. Agency will use commercial reasonable efforts to perform Services in accordance with agreed-upon schedules. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficiently to identify the Client’s concerns, objections or corrections to Agency. Agency shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Agency’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and payment of all fees due and that any Delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of Deliverables. Any such delay caused by Client shall not constitute a breach of any form, condition or Agency’s obligations under this Agreement. If Client fails to respond to any Deliverables or request for approval within fourteen (14) calendar days, Agency may, at its discretion, consider the Deliverable accepted and close the Project. Additionally, if a Project remains open for more than thirty (30) calendar days after Agency has provided notice that work has commenced, and no meaningful feedback has been received from Client during that time, Agency reserves the right to consider the Project closed.

4.4 Testing and Acceptance. Agency will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within (5) business days of receipt of each Deliverable, shall notify Agency, in writing, of any failure of such Deliverable to comply with the specification set forth in the initial Project scope or direction as discussed or documented between Agency and Client, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Agency will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted and complete.

4.5 Project Quality. Client is responsible for monitoring the progress of each Project and requesting updates as needed to ensure satisfaction with the direction of the work. Agency will make commercially reasonable efforts to deliver high-quality creative output consistent with industry standards and the objectives defined at the start of each Project. If Client believes the work does not meet reasonable expectations, Client must notify RKDA in writing within five (5) business days of delivery. Agency will assess the work in good faith and, at its sole discretion, may offer to reallocate Credits or provide revisions where it deems the output materially below expected quality. All Credits used for completed or partially completed work shall be considered final unless otherwise agreed to in writing. Failure to provide timely feedback may result in Project being deemed accepted and closed in accordance with Section 4.3.

7.1 Independent Contractor. Agency is an independent contractor, not an employee of Client or any other company affiliated with Client. Agency shall provide the Services under the general direction of Client, but Agency shall determine, in Agency’s sole discretion, the manner and means by which the Services are accomplished. This agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and various terms and conditions of this Agreement.

7.2 Agency Agents. Agency shall be permitted to engage and/or use third party photographers, videographers, editors, designers, illustrators, or other creative services providers as independent contractors in connection with the Services (“Agency Agents”). Notwithstanding, Agency shall remain fully responsible for such Agency Agents’ compliance with the various terms and conditions of this Agreement.

7.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Agency, employee, or Agent of Agency, whether or not said person has assigned to perform tasks under this Agreement. Notwithstanding the foregoing, this restriction shall not apply to any individual who responds to a general public job posting or general solicitation not specifically targeted at Agency personnel. In the event of such employment, consultation or work-for-hire event occurs, Client agrees that Agency shall be entitled to an agency commission equal to the greater of: (a) twenty-five percent (25%) of said person’s starting salary with Client, or (b) twenty-five percent (25%) of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within fifteen (15) days of the employment start date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Agency, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

7.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services in the same or similar nature to those provided by Agency, and Agency shall be entitled to offer and provide creative services to others, solicit other clients and otherwise advertise the services offered by Agency.

8.1 By Client. Client represents, warrants and covenants to Agency that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Clients shall comply with all laws and regulations as they relate to the Services and Deliverables.

8.3 Disclaimers. While Agency may provide strategic, creative, or marketing advice as part of the Services, Client acknowledges and agrees that such advice is offered solely as guidance and does not constitute a guarantee of any specific outcome or result. Any recommendations or insights provided by Agency reflect its professional opinion based on available information at the time and are not assurances of success. Client remains solely responsible for evaluating and implementing such advice, and for the outcomes of any actions taken in reliance thereon. Case studies or examples shared by Agency are illustrative only and do not imply or warrant similar results for Client.

9.1 By Client. Client agrees to indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, Agency shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Agency provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Agency in providing such assistance.

9.2 By Agency. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Agency agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Agency’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies Agency in writing of the claim; (b) Agency shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Agency with the assistance, information and authority necessary to perform Agency’s obligations under this section. Notwithstanding the foregoing, Agency shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Agency.

9.3 Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

9.4 Limitation of Liability. The services and the work product of Agency are sold “as is.” In all circumstances, the maximum liability of Agency, its directors, officers, employees, creative agents and affiliates (“Agency parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Agency. In no event shall Agency be liable for any loss data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or services provided by Agency, even if Agency has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

10.1 Term. This Agreement shall commence upon the Effective Date and shall remain in full force and effect through the duration of the applicable Agreement Term and any associated Scope(s) of Work, unless otherwise modified by mutual written consent of both parties. Each Agreement Term shall begin on the Effective Date specified therein and continue until its scheduled expiration. Upon expiration, this Agreement shall automatically renew for successive Agreement Terms on the same terms and conditions, unless Client provides written notice of termination to Agency no less than thirty (30) days prior to the commencement of the next Agreement Term.

10.3 In the event of termination for convenience by Agency or for cause by Client, and upon full payment of all fees due, Agency grants Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination. No additional rights shall be granted for incomplete or in-progress work.

10.4 Upon expiration or termination of this Agreement: (a) each party shall return, or at the disclosing party’s request, destroy the Confidential Information belonging to the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of Services, shall survive.

11.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Agency’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek remedy any breach, this Agreement shall not be construed as a waiver of such rights nor shall a waiver of either party of default in one or more instances be construed as constituting waiver or as a waiver of any breach.

11.2 Notices. All notices to be given hereunder shall be transmitted in writing by electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of email, upon confirmation of receipt (by automated confirmation or substantive reply by the recipient).

11.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without prior written consent of the other party except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.

11.4 Force Majeure. Agency shall not be deemed in breach of this Agreement if Agency is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane, or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness, or incapacity of Agency or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Agency’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Agency shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

11.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Arizona without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Arizona. The parties hereby consent to the service of process by mail. Client acknowledges that Agency will have no adequate remedy at law in the event Client uses the Deliverables in a way not permitted hereunder, and hereby agrees that Agency shall be entitled to equitable relief by way of temporary and permanent injunction, and such order and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all remedies provided for herein.

11.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

11.7 Headings. The numbering and captions of various sections are solely for convenience and reference only, and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

11.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between this Agreement and any other Agreement documents, the terms of this Agreement shall control. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions.

IP 1.2 Trademarks. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Agency assigns to Client all of Agency’s rights, including trademark and Copyright, in and to Trademarks created by Agency. Agency shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses rising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

IP 1.3 Client Content. Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Agency a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Agency’s performance of services and promotional uses of the Deliverables as authorized in this Agreement.

IP 2.1 Third Party Materials. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Agency shall inform Client of all Third Party Materials to be produced by Agency that Client may need to license at Client’s own expense, unless otherwise arranged by Client, Agency shall obtain a license for Client to use the Third Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Client’s request.

IP 2.2 Creative Tools. Creative Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Agency. Agency hereby grants to Client a nonexclusive, nontransferable (other than the right to sub-license such uses to Client’s publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Creative Tools solely with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Creative Tools comprising software or technology.