Master Services Agreement

Last updated: May 28, 2026 · Effective: May 28, 2026

This Master Services Agreement ("Agreement") governs creative-production services provided by Los Figur, LLC, a Texas limited liability company doing business as "Production Soup" ("Production Soup," "we," or "us"), to the client identified in an applicable Statement of Work or order form ("Client," "you"). Together, this Agreement and each Statement of Work form the complete contract for the services described.

1. Definitions

• "Deliverables" means the final creative work products that Production Soup agrees to deliver under an SOW.
• "Production Soup Materials" means our pre-existing and independently developed methods, tools, pipelines, software, templates, know-how, and other intellectual property, including our AI-assisted production pipeline.
• "Client Materials" means content, data, brand assets, trademarks, and other materials you provide to us.
• "Third-Party Materials" means assets licensed from third parties — including stock media, fonts, music, and AI model outputs — incorporated into Deliverables.

2. Services & Statements of Work

We will provide the creative-production services described in each mutually agreed SOW. Each SOW will describe the scope, deliverables, timeline, fees, and any assumptions. Changes to an SOW (including added scope or revisions beyond those specified) must be agreed in writing and may adjust fees and timelines through a change order.

3. Fees, Invoicing & Payment

• Fees. You agree to pay the fees stated in each SOW. Unless stated otherwise, fees are quoted in U.S. dollars and are exclusive of applicable taxes.
• Deposits. Projects may require a deposit or initial payment before work begins, as stated in the SOW.
• Invoicing & due date. Invoices are due within fifteen (15) days of the invoice date unless the SOW states otherwise.
• Late payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend work on past-due accounts after notice.
• Expenses. Pre-approved out-of-pocket expenses and third-party license/usage costs are billed in addition to fees.
• Non-refundable. Amounts for work already performed, and deposits applied to commenced work, are non-refundable except as expressly stated in an SOW.

4. Term & Termination

This Agreement begins on the effective date and continues until terminated. Either party may terminate an SOW for convenience on fifteen (15) days' written notice, and either party may terminate immediately if the other materially breaches and fails to cure within ten (10) days of written notice. On termination, you will pay for all services performed and non-cancellable commitments incurred through the termination date. Sections that by their nature should survive (including IP, confidentiality, payment, warranties, liability, indemnification, and governing law) survive termination.

5. Intellectual Property & Deliverables

Ownership of Deliverables

Upon Production Soup's receipt of full payment for the applicable SOW, we assign to you our ownership rights in the final Deliverables created specifically for you under that SOW, excluding Production Soup Materials and Third-Party Materials. Until full payment is received, all rights remain with Production Soup.

Production Soup Materials

We retain all right, title, and interest in Production Soup Materials. To the extent Production Soup Materials are embedded in a Deliverable, we grant you a non-exclusive, perpetual, worldwide license to use them solely as part of that Deliverable for its intended purpose. Nothing transfers ownership of our tools, pipeline, or know-how.

Portfolio rights

Unless an SOW states otherwise, we may display and describe the Deliverables and our work for you in our portfolio, case studies, and marketing, and identify you as a client. We will respect reasonable confidentiality requests identified in writing.

6. AI-Assisted Production

You acknowledge that Production Soup uses an AI-assisted production pipeline and that some Deliverables may be created or enhanced using artificial-intelligence tools under human supervision. You understand that:

• AI-generated material may not be eligible for the same intellectual-property protection (including copyright) as fully human-authored work, and exclusivity of AI outputs cannot be guaranteed;
• AI tools can produce results that unintentionally resemble existing works; we take reasonable steps to deliver original work but do not warrant the absence of such resemblance;
• Use of third-party AI tools is subject to those providers' terms, which may affect the rights available in certain outputs;
• You are responsible for reviewing and approving Deliverables before use.

Our broader AI practices are described in our Cookie & AI Disclosure.

7. Client Responsibilities & Materials

You agree to:

• Provide timely access to Client Materials, approvals, feedback, and points of contact needed for the work;
• Review Deliverables and confirm they meet your brand, regulatory, and legal requirements before publication or use;
• Represent and warrant that you own or have the necessary rights to all Client Materials you provide, and that our use of them as directed will not infringe any third-party rights.

You grant us a license to use Client Materials as necessary to perform the services.

8. Third-Party Materials & Licensing

Deliverables may incorporate Third-Party Materials such as stock imagery, fonts, music, voice, or AI model outputs. These remain subject to the applicable third-party licenses, and your rights to use them are limited to the scope of those licenses. We will identify material third-party licensing requirements where reasonably practicable; you are responsible for complying with the terms of any license that passes through to you, and for any usage-based or extended-use fees beyond the originally licensed scope.

9. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The receiving party will use Confidential Information only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel and contractors who need it and are bound by similar obligations. Confidential Information does not include information that is public through no fault of the receiving party, independently developed, or rightfully obtained from a third party. This section does not limit our portfolio rights in Section 5.

10. Warranties & Disclaimers

We warrant that we will perform the services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND PRODUCTION SOUP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING AI-ASSISTED OUTPUT. Your exclusive remedy for a breach of the workmanship warranty is re-performance of the affected services within a reasonable time.

11. No Guarantee of Results

Creative and marketing outcomes depend on factors outside our control. We do not guarantee any specific result, performance metric, audience reach, conversion, ranking, or return on investment. Estimates and projections are illustrative, not commitments.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. PRODUCTION SOUP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN SOW WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PRODUCTION SOUP UNDER THAT SOW DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to a party's confidentiality breach, indemnification obligations, or your payment obligations.

13. Indemnification

By you. You will defend, indemnify, and hold harmless Production Soup and its members, managers, employees, and contractors from claims arising out of Client Materials, your use or publication of Deliverables, your breach of this Agreement, or your violation of law or third-party rights.

By Production Soup. We will defend you against third-party claims that the Deliverables, as delivered by us and excluding Client Materials and Third-Party Materials, infringe a U.S. intellectual-property right, and will indemnify you for resulting damages finally awarded, provided you promptly notify us and allow us to control the defense. This is your sole remedy for infringement claims.

14. Independent Contractor

Production Soup is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship, and neither party may bind the other.

15. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, third-party platform or AI-service outages, or governmental actions.

16. Governing Law & Disputes

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute in good faith. Any unresolved dispute will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, and each party consents to that jurisdiction. The prevailing party in any action to enforce this Agreement is entitled to recover reasonable attorneys' fees and costs.

17. General Provisions

This Agreement, together with each SOW, is the entire agreement between the parties regarding its subject matter and supersedes prior discussions. In a conflict between this Agreement and an SOW, the SOW controls for that project's specific terms. Amendments must be in writing and signed by both parties. Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets. If any provision is unenforceable, it will be limited or severed and the remainder will stay in effect. A waiver is effective only if in writing. Notices must be in writing and sent to the addresses or emails on the SOW.

18. Contact

Los Figur, LLC dba Production Soup
Dallas, Texas, USA
dan@productionsoup.io