Master Services Agreement
Champagne Ventures LLC
Effective Date: August 11, 2026
This Master Services Agreement (“MSA” or “Agreement”) establishes the general terms and conditions governing professional services provided by Champagne Ventures LLC (“Champagne Ventures,” “Company,” “we,” “us,” or “our”) to its clients (“Client,” “you,” or “your”).
Champagne Ventures provides business growth strategy, consulting, branding, marketing, advertising, website and digital services, photography, videography, content creation, creative production, and related professional services.
Because each engagement is different, the specific services, scope, deliverables, fees, payment terms, timelines, and other project-specific conditions will be established through an invoice, proposal, estimate, or other written project authorization serving as a Statement of Work (“SOW”).
By approving or paying an SOW, electronically accepting it, or otherwise authorizing Champagne Ventures in writing to begin the services described in an SOW, Client acknowledges that Client has had an opportunity to review and agrees to be bound by this MSA and any Exhibits expressly identified in the applicable SOW.
1. Services
Champagne Ventures will provide the professional services identified in the applicable SOW.
Only services, responsibilities, and deliverables expressly included in the SOW are included in the engagement.
Requests for additional services, deliverables, revisions, meetings, production, strategy, implementation, functionality, or other work outside the agreed scope may require additional fees, a revised SOW, or a separate engagement.
Champagne Ventures may use employees, contractors, specialists, production personnel, vendors, or other qualified resources as reasonably necessary to perform the services.
Nothing in this Agreement obligates Client to purchase additional services or Champagne Ventures to accept additional work.
2. Statements of Work
Each engagement will be defined by an applicable SOW.
Unless otherwise stated, a Champagne Ventures invoice approved or paid by Client may serve as the binding SOW for that engagement.
An SOW may establish:
Scope of services
Deliverables
Fees and payment terms
Deposits or retainers
Project timing or milestones
Client responsibilities
Revision or approval terms
Licensing or ownership terms
Applicable Exhibits
Other project-specific conditions
Each accepted SOW incorporates this MSA by reference.
If an SOW contains a project-specific provision that conflicts with this MSA, the SOW will control with respect to that project-specific provision.
3. Applicable Exhibits
Certain services are subject to additional service-specific terms.
An Exhibit applies to an engagement only when it is expressly identified or incorporated in the applicable SOW.
Champagne Ventures currently maintains the following service-specific Exhibits:
Exhibit A — Licensing & Usage Rights
Applies when Champagne Ventures provides creative work subject to licensing or usage rights.
Exhibit B — Fine Art Nude Photography Waiver & Session Terms
Applies to fine art nude, implied nude, or other intimate photography sessions.
Exhibit C — Event Photography & Media Services
Applies to event photography, videography, and related event media coverage.
Exhibit D — Model & Media Release Terms
Establishes Champagne Ventures' general procedures regarding individual model, talent, and participant releases. When individual authorization is required, the applicable person will be provided a separate written or electronic Model & Media Release. Client acceptance of an SOW does not independently constitute consent on behalf of another individual.
Exhibit E — Business Consulting & Strategic Services
Applies to business consulting, strategic advisory, growth strategy, research, assessments, planning, and related professional services.
Exhibit F — Website & Digital Services
Applies to website design, development, rebuilding, website management, and related digital services.
Additional Exhibits may be established for other specialized services as Champagne Ventures' offerings evolve.
When an Exhibit applies, it supplements this MSA rather than replacing it.
4. Fees & Payment
Client agrees to pay all fees and charges specified in the applicable SOW according to the payment terms stated therein.
Depending on the engagement, Champagne Ventures may require payment in full, deposits, retainers, advance payments, installments, recurring payments, milestone payments, or another payment structure identified in the SOW.
Unless otherwise stated in the SOW, payments for services already performed and third-party or nonrecoverable expenses already incurred are non-refundable.
Champagne Ventures may pause services, postpone scheduled work, withhold deliverables, restrict access to work product, or decline additional services while amounts due remain unpaid.
Unless otherwise agreed in writing, final deliverables and any associated transfer of ownership or activation of usage rights may be withheld until all amounts due for the applicable work have been paid in full.
Client remains responsible for amounts properly earned, committed, or incurred before cancellation or termination.
5. Scope Changes & Additional Work
Champagne Ventures is responsible only for the scope established in the applicable SOW.
Requests that materially change or expand the project may constitute additional work.
Additional work may include, depending on the engagement:
Additional concepts or deliverables
Additional revisions
New pages or functionality
Additional production
Additional meetings or consulting
New campaigns or services
Changes after approval
Additional research
Implementation beyond the agreed scope
Material changes in project direction
Champagne Ventures will make reasonable efforts to communicate material scope changes before performing substantial additional work.
Changes requested by Client may affect fees, scheduling, deadlines, and availability.
6. Client Responsibilities
Client agrees to provide reasonably accurate information, materials, access, credentials, approvals, feedback, personnel, locations, decisions, and other cooperation necessary for Champagne Ventures to perform the agreed services.
Client represents that it has the necessary rights and authority to provide any trademarks, logos, photographs, video, music, written content, data, credentials, intellectual property, claims, or other materials supplied to Champagne Ventures.
Client is responsible for reviewing the factual accuracy of information concerning Client's business, products, services, pricing, policies, qualifications, claims, and other Client-specific information.
Client delays or failure to provide necessary information, access, approvals, or decisions may affect project schedules and may result in rescheduling or additional costs.
Unless expressly included in the SOW, Client remains responsible for permits, licenses, legal approvals, regulatory requirements, property permissions, releases, and other authorizations applicable to Client's business or intended use of the work.
7. Review & Approval
When Champagne Ventures submits work for Client review or approval, Client is responsible for reviewing it carefully and providing timely feedback.
Client approval constitutes authorization to proceed based on the materials presented at that stage.
Champagne Ventures is not responsible for factual inaccuracies, spelling, pricing, contact information, business claims, legal language, or other Client-specific content that Client approved after having a reasonable opportunity to review it.
Changes requested after approval may constitute additional work.
Project-specific review, revision, proofing, or approval procedures may be established in the applicable SOW or Exhibit.
8. Intellectual Property
Intellectual-property ownership and licensing may vary depending on the services provided and will be governed by this MSA, the applicable SOW, and Exhibit A when incorporated into the engagement.
Client retains ownership of intellectual property Client owned before the engagement and supplied to Champagne Ventures.
Champagne Ventures retains ownership of its pre-existing and independently developed:
Methodologies
Frameworks
Strategies
Processes
Templates
Systems
Tools
Techniques
Know-how
Working materials
Reusable components
Proprietary resources
Unless expressly included in the SOW, raw photographs, raw footage, source files, editable files, project files, unused concepts, working files, research materials, internal production materials, and similar working assets are not deliverables.
No transfer of ownership or activation of usage rights requiring payment becomes effective until Champagne Ventures has received payment in full for the applicable work.
9. Third-Party Services
Champagne Ventures engagements may involve third-party platforms, vendors, contractors, software, hosting providers, domain registrars, advertising platforms, social networks, CRM systems, printers, stock assets, fonts, plugins, applications, payment processors, or other third-party products and services.
Unless expressly included in the SOW, Client is responsible for applicable third-party fees, subscriptions, advertising spend, licensing costs, and other third-party charges.
Third-party products and services remain subject to their own terms, policies, availability, pricing, and performance.
Champagne Ventures is not responsible for outages, policy changes, algorithm changes, account restrictions, price changes, discontinued functionality, security incidents, service interruptions, or other actions of third-party providers outside Champagne Ventures' reasonable control.
10. Confidentiality
Each party may receive confidential or proprietary information belonging to the other in connection with an engagement.
Both parties agree to use reasonable care to protect non-public confidential information and to use such information only as reasonably necessary to perform or receive services.
Confidential information does not include information that:
Is publicly available through no breach of this Agreement;
Was lawfully known before disclosure;
Is independently developed without improper use of confidential information; or
Is lawfully obtained from another source without a confidentiality obligation.
Champagne Ventures may continue to use general professional knowledge, experience, skills, methods, and know-how developed or improved through its work, provided Client's confidential information is not disclosed.
11. Portfolio & Business Development
Unless otherwise agreed in writing, restricted by an applicable Exhibit or individual release, or prohibited by confidentiality obligations, Champagne Ventures may identify Client as a client and display completed or publicly released work in its:
Portfolio
Website
Social media
Case studies
Presentations
Demonstration reels
Awards and competitions
Marketing materials
Business-development materials
Champagne Ventures will not knowingly disclose Client's confidential or proprietary business information through such use.
Certain types of photography or media may require additional individual authorization before public or promotional use, as provided by the applicable Exhibit or release.
12. Professional Judgment & No Guaranteed Results
Champagne Ventures will perform services professionally and in good faith based on the agreed scope and information reasonably available at the time.
Business strategy, consulting, marketing, advertising, branding, creative services, websites, media production, and related professional services involve judgment and factors outside Champagne Ventures' control.
Unless Champagne Ventures expressly guarantees a result in writing, Champagne Ventures does not guarantee any particular:
Revenue
Profit
Sales
Leads
Conversion rate
Customer acquisition
Search ranking
Website traffic
Advertising performance
Return on investment
Market position
Business growth
Commercial outcome
Client retains responsibility for its business decisions and for determining whether and how recommendations or deliverables are implemented and used.
Service-specific provisions regarding consulting and strategic recommendations may be established in Exhibit E.
13. Legal, Financial & Other Professional Matters
Unless expressly included through an appropriately qualified professional, Champagne Ventures does not provide legal, accounting, tax, investment, engineering, architectural, medical, insurance, or other regulated professional advice.
Client is responsible for obtaining appropriate professional advice when a business decision, website, advertisement, campaign, publication, contract, claim, product, or other activity requires specialized legal, regulatory, financial, or technical review.
Champagne Ventures may assist with strategy, organization, presentation, or implementation of Client-provided information without assuming responsibility for professional advice outside Champagne Ventures' agreed scope.
14. Cancellation, Suspension & Termination
Either party may terminate an ongoing business relationship through written notice.
Termination of the general relationship does not automatically cancel or eliminate obligations already incurred under an active SOW.
Project-specific cancellation, rescheduling, deposit, retainer, production, subscription, or termination terms may be established in the applicable SOW or Exhibit.
Champagne Ventures may pause, suspend, or terminate services if Client:
Fails to make required payments;
Materially breaches an applicable agreement;
Fails to provide cooperation reasonably necessary to perform the services;
Requests unlawful or unethical work; or
Creates unsafe, abusive, threatening, harassing, or materially inappropriate working conditions.
Amounts properly earned or incurred before termination remain due.
Payment obligations, confidentiality provisions, intellectual-property provisions, limitations of liability, dispute provisions, and other terms that logically should survive termination will remain effective.
15. Independent Contractor
Champagne Ventures performs services as an independent contractor.
Nothing in this Agreement creates an employment relationship, partnership, joint venture, fiduciary relationship, franchise, or agency relationship between Champagne Ventures and Client.
Neither party has authority to bind the other except where expressly authorized in writing.
16. Limitation of Liability
To the maximum extent permitted by applicable law, Champagne Ventures' total aggregate liability arising from a particular engagement will not exceed the amount actually paid by Client to Champagne Ventures under the SOW giving rise to the claim.
To the maximum extent permitted by law, Champagne Ventures will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost business opportunities, lost data, or business interruption.
Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.
17. Client Indemnification
To the extent permitted by law, Client agrees to defend, indemnify, and hold harmless Champagne Ventures and its owners, employees, contractors, and representatives from third-party claims, damages, liabilities, and reasonable costs arising from:
Materials or intellectual property supplied by Client;
Claims or representations supplied or authorized by Client;
Client's products or services;
Client's instructions;
Client's unlawful or unauthorized use of deliverables; or
Client's violation of applicable law or third-party rights,
except to the extent the claim results from Champagne Ventures' own unlawful conduct.
18. Force Majeure
Neither party will be responsible for reasonable delays or inability to perform caused by circumstances beyond its reasonable control.
Such circumstances may include severe weather, natural disasters, fire, government actions, war, civil disturbance, widespread utility or internet outages, labor disruptions, emergencies, illness or incapacity affecting essential personnel, or critical third-party service failures.
Project schedules and obligations may be reasonably adjusted when such circumstances occur.
19. Electronic Communications & Acceptance
The parties agree that contracts, SOWs, approvals, authorizations, notices, and other business communications may be conducted electronically.
Client's:
Approval of an SOW;
Payment of an SOW or invoice;
Electronic acceptance; or
Written authorization directing Champagne Ventures to begin the services described in an SOW
constitutes acceptance of the applicable SOW, this MSA, and any Exhibits expressly incorporated into that engagement.
A separate signature on this MSA is not required when Client accepts an SOW incorporating these terms.
Electronic records and communications may be used to document the parties' agreement and authorization to the extent permitted by law.
20. Governing Law & Dispute Resolution
This Agreement and all SOWs are governed by the laws of the State of Texas, without regard to conflict-of-law principles.
Before initiating formal proceedings, the parties agree to make a good-faith effort to resolve disputes through direct discussion.
If a dispute cannot be resolved directly, the parties agree to attempt mediation in the Texas county where Champagne Ventures maintains its principal place of business, unless otherwise agreed in writing.
If mediation does not resolve the dispute, the matter will be submitted to binding arbitration under the applicable rules of the American Arbitration Association unless the parties mutually agree otherwise in writing.
Either party may seek temporary, injunctive, or equitable relief from a court of competent jurisdiction when reasonably necessary to protect intellectual property, confidential information, or other rights for which monetary relief would be inadequate.
21. Order of Precedence
For each engagement, the contractual relationship may consist of the applicable SOW, this MSA, and one or more expressly incorporated Exhibits.
If provisions conflict, they will generally be interpreted in the following order:
1. Statement of Work
Controls project-specific scope, fees, payment terms, timing, deliverables, and expressly stated special conditions.
2. Applicable Exhibit
Controls service-specific terms applicable to the engagement.
3. Master Services Agreement
Controls the general terms governing the business relationship.
The documents should otherwise be interpreted together whenever reasonably possible.
22. Entire Agreement
For each engagement, the applicable SOW, this MSA, and any expressly incorporated Exhibits constitute the agreement between Champagne Ventures and Client concerning that engagement.
Together, they supersede prior discussions, representations, proposals, or agreements concerning the same subject matter except where expressly preserved in writing.
Material project-specific modifications should be documented in writing.
23. Severability & Waiver
If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.
Failure by either party to enforce a provision on one occasion does not waive the right to enforce that provision later.
24. Agreement Updates & Version Control
Champagne Ventures may update this MSA or its Exhibits as its services, technology, business practices, or legal requirements evolve.
Unless Client expressly agrees otherwise in writing, an updated MSA or Exhibit applies prospectively to SOWs accepted after the effective date of the updated version and does not retroactively alter an existing engagement.
The version of the MSA and applicable Exhibits in effect when Client accepts an SOW will govern that engagement.
Champagne Ventures may retain archived versions of its agreements for reference and recordkeeping.
Acceptance
By approving or paying a Champagne Ventures Statement of Work, electronically accepting it, or otherwise authorizing Champagne Ventures in writing to begin the services described therein, Client acknowledges that Client has had an opportunity to review and agrees to be bound by:
The applicable Statement of Work;
This Champagne Ventures Master Services Agreement; and
Any Exhibits expressly identified in the Statement of Work.
No separate signature on this Master Services Agreement is required when these terms are incorporated into an accepted Statement of Work.
Exhibits
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This Exhibit A (“Exhibit”) establishes the standard licensing and usage terms applicable to creative works and deliverables produced by Champagne Ventures LLC (“Champagne Ventures”) when this Exhibit is incorporated into a Statement of Work (“SOW”).
This Exhibit supplements the Champagne Ventures Master Services Agreement (“MSA”). Capitalized terms not defined here have the meanings established in the MSA.
Project-specific licensing terms stated in an SOW will control over conflicting provisions of this Exhibit.
1. Ownership
Unless ownership is expressly transferred in writing, Champagne Ventures retains all copyrights and ownership rights in original photography, videography, graphics, creative content, designs, media, and other copyrightable creative works produced by Champagne Ventures.
Client receives the license and usage rights described in this Exhibit or the applicable SOW.
Client ownership of its trademarks, logos, proprietary materials, information, and other pre-existing intellectual property is not affected by this Exhibit.
2. Standard Commercial License
Unless otherwise stated in the SOW, creative deliverables produced for a business or organization are provided with a non-exclusive commercial-use license after payment in full.
The standard commercial license permits Client to use the final delivered work in connection with its own business, brand, products, services, and marketing.
Permitted uses include:
Company websites and landing pages
Organic social media
Paid digital advertising
Email marketing
Printed marketing materials
Sales materials and presentations
Digital and print publications
Public relations
Internal communications
Corporate and promotional materials
Video and multimedia
Signage, displays, and similar business promotion
Unless otherwise stated in the SOW, the standard commercial license is worldwide and perpetual for Client's own business use.
3. Personal Use
When services are purchased for personal rather than business purposes, Client receives a non-exclusive personal-use license unless otherwise stated in the SOW.
Personal-use deliverables may be displayed, printed, stored, and shared through Client's personal social media accounts and other non-commercial personal uses.
Personal-use deliverables may not be used for advertising, business promotion, resale, merchandising, or other commercial purposes without written authorization from Champagne Ventures.
4. Editorial Use
When an SOW identifies deliverables as editorial, journalistic, documentary, or educational use, Client may use the deliverables only within the scope authorized by the SOW.
Editorial-use materials may not be converted to advertising, endorsement, merchandising, or other commercial uses unless Champagne Ventures grants additional rights in writing.
5. Reasonable Adaptation
Client may make reasonable technical adaptations necessary to use properly licensed deliverables, including:
Resizing
Cropping for different platforms or placements
File compression
Formatting
Adding approved text, logos, captions, or graphic elements
Incorporating deliverables into advertisements, websites, presentations, social posts, or other authorized materials
Client may not materially alter the creative work in a manner that misrepresents the original work, damages Champagne Ventures' professional reputation, creates unlawful or misleading content, or falsely attributes altered work to Champagne Ventures.
6. Third-Party Use
Client may provide properly licensed deliverables to employees, advertising agencies, marketing companies, web developers, printers, publishers, media buyers, contractors, and similar service providers solely for the purpose of performing authorized work on Client's behalf.
Such use does not transfer ownership of the deliverables or grant the third party an independent license.
Client may not sell, sublicense, transfer, distribute, or provide Champagne Ventures deliverables to another person or organization for that party's independent use unless expressly authorized in writing.
7. Resale, Merchandise, and Products
The standard commercial license does not include the right to sell the creative deliverable itself or use it as the primary value of a product offered for resale.
Examples may include:
Stock photography or footage
Posters or art prints sold commercially
Templates
Digital downloads
Calendars
Apparel or merchandise where the creative work is a primary design element
Products created primarily for resale using Champagne Ventures' creative work
These uses require separate written authorization and may require additional licensing fees.
Ordinary use of creative work in packaging, advertising, labels, promotional merchandise, or branded materials supporting Client's own products or services is permitted under the standard commercial license unless otherwise restricted in the SOW.
8. Exclusivity
All licenses are non-exclusive unless exclusivity is expressly purchased and stated in the applicable SOW.
An exclusive license must define the applicable work, permitted use, duration, territory, industry or market, and any other relevant limitations.
Champagne Ventures retains all rights not expressly included in an exclusive license.
9. Source and Raw Files
A license to final deliverables does not include ownership of or access to raw photographs, raw footage, source files, editable design files, project files, unused concepts, working materials, or other production assets unless expressly included in the SOW.
Champagne Ventures may retain these materials according to its normal business and archival practices but is not obligated to retain them indefinitely unless otherwise agreed.
10. Artificial Intelligence and Dataset Use
Unless expressly authorized in writing, Client may not sell, license, upload, contribute, or intentionally provide Champagne Ventures' creative deliverables to third parties for the purpose of:
Training artificial intelligence or machine-learning models
Building commercial datasets
Creating stock-media libraries
Developing generative models based substantially on the work
Reselling the work through digital asset libraries
Ordinary use of platforms, software, editing tools, search engines, social networks, or business applications that incorporate automated or artificial-intelligence features does not by itself violate this section.
11. Unlawful or Misleading Use
Deliverables may not be used in a defamatory, fraudulent, unlawful, intentionally deceptive, or materially misleading manner.
Client is responsible for ensuring that its use of licensed deliverables complies with applicable laws, regulations, advertising requirements, platform policies, and any third-party rights applicable to Client's use.
12. Portfolio Rights
Unless otherwise agreed in writing or restricted by confidentiality obligations, Champagne Ventures retains the right to display completed or publicly released work in its portfolio, website, social media, case studies, presentations, awards, promotional materials, and other business-development activities as provided in the MSA.
An exclusive license does not automatically restrict Champagne Ventures' portfolio rights unless the applicable SOW expressly states otherwise.
13. Payment and Activation of Rights
No license or usage rights granted under this Exhibit become effective until Champagne Ventures has received payment in full for the applicable deliverables.
Until payment is complete, all rights remain with Champagne Ventures and Client may not publish, distribute, commercially use, or otherwise exploit the deliverables except for internal review and approval.
14. Rights Not Granted
Any rights not expressly granted by this Exhibit or the applicable SOW are reserved by Champagne Ventures.
Nothing in this Exhibit transfers copyright or ownership unless the applicable SOW expressly states that ownership is being assigned to Client.
15. Acceptance
When this Exhibit is identified as applicable to an engagement, Client's acceptance of the applicable SOW also constitutes acceptance of this Exhibit A and the Champagne Ventures Master Services Agreement.
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This Exhibit B (“Exhibit”) establishes additional terms applicable to fine art nude, implied nude, and other intimate photography sessions performed by Champagne Ventures LLC (“Champagne Ventures”).
This Exhibit supplements the Champagne Ventures Master Services Agreement (“MSA”) and applies only when incorporated into the applicable Statement of Work (“SOW”).
Because these sessions may involve nudity or intimate imagery, the terms below are intended to establish clear expectations regarding consent, privacy, boundaries, safety, and use of the resulting images.
1. Age and Eligibility
All individuals participating in nude, implied nude, or intimate photography must be at least eighteen (18) years of age.
Champagne Ventures may require valid government-issued identification before photography begins and may document that age verification was completed.
Champagne Ventures will not knowingly photograph a minor nude, partially nude, or in a sexually suggestive or intimate context.
No exceptions will be made to this requirement.
2. Voluntary Participation and Consent
Participation in the session is voluntary.
Client represents that Client is participating willingly, understands the nature of the session, and has the capacity to provide informed consent.
Client may decline any pose, wardrobe choice, level of nudity, concept, or direction that makes Client uncomfortable.
Consent to participate in one photograph, pose, concept, or level of nudity does not constitute consent to another.
Client may request a pause or end the photography portion of the session at any time.
Champagne Ventures likewise reserves the right to pause or terminate a session if circumstances become unsafe, inappropriate, unprofessional, or inconsistent with the agreed artistic purpose.
3. Professional Boundaries
Champagne Ventures will conduct the session in a professional manner.
Physical contact will be avoided unless reasonably necessary and consented to for purposes such as adjusting wardrobe, fabric, hair, posing, lighting, or another agreed creative element.
Whenever practical, verbal direction will be used instead.
Client may request that physical adjustments not be made and may make adjustments personally.
No sexual activity or sexual contact is permitted as part of a Champagne Ventures photography session.
4. Companions and Third Parties
Client may request that a companion, assistant, makeup artist, stylist, or other support person be present, subject to reasonable limitations relating to the location, safety, privacy, workflow, and professional environment.
Champagne Ventures may restrict or remove any individual whose behavior interferes with the session, violates another person's privacy or boundaries, creates an unsafe environment, or materially disrupts production.
Any person appearing in photographs must independently satisfy all applicable age and consent requirements.
5. Creative Direction
The photographer retains professional and artistic discretion regarding lighting, composition, posing recommendations, image selection, editing, retouching, and overall creative treatment, subject always to Client's right to establish and maintain personal boundaries during the session.
Unless otherwise stated in the SOW, Champagne Ventures determines which images meet its professional standards for final delivery.
Raw, unedited, rejected, duplicate, test, or working images are not deliverables unless expressly agreed in writing.
6. Privacy and Confidentiality
Champagne Ventures recognizes the heightened privacy considerations associated with nude and intimate imagery and will exercise reasonable care in handling such materials.
Images will not be publicly displayed, published, posted, submitted for awards, used in advertising, used in Champagne Ventures' portfolio, shared on social media, or otherwise used for promotional purposes solely because Client participated in the session.
Public or promotional use requires Client's separate affirmative written authorization or applicable model release.
Client's purchase of photography services, acceptance of this Exhibit, or payment of an invoice does not by itself grant Champagne Ventures permission to publicly display nude or intimate images of Client.
7. Image Usage by Client
Client's rights to use delivered images are governed by the applicable SOW, the Master Services Agreement, and Exhibit A — Licensing & Usage Rights when Exhibit A is incorporated into the engagement.
Unless commercial use is expressly granted, images created during a personal fine-art session are provided for Client's personal use.
Client may reasonably crop, resize, print, and share properly licensed images consistent with the rights granted for the project.
Client may not sell, commercially license, misrepresent, unlawfully distribute, or use the images beyond the rights granted under the applicable license.
8. Image Security and Digital Risk
Champagne Ventures will use reasonable professional practices when storing, processing, transferring, and delivering session images.
Client acknowledges, however, that no electronic storage, cloud service, computer system, transmission method, or digital delivery system can be guaranteed to be completely secure.
Champagne Ventures does not guarantee permanent archival storage of images after final delivery unless archival services are expressly included in the SOW.
Client is responsible for securing downloaded or delivered copies within Client's own devices, accounts, storage systems, and sharing methods.
9. Appearance and Personal Preparation
Client is responsible for personal preparation including hair, makeup, grooming, wardrobe, accessories, tanning, and other appearance-related decisions unless those services are expressly included in the SOW.
Champagne Ventures does not guarantee that every temporary or permanent physical characteristic will be removed through retouching.
Additional or extensive retouching requested by Client may constitute additional work.
10. Health and Safety
Client agrees to disclose any circumstance reasonably relevant to safe participation in posing or production activities.
Client is not required to perform any pose or activity Client considers unsafe or physically uncomfortable.
Champagne Ventures may modify or decline poses, locations, props, or production concepts when reasonably necessary for safety.
Client is responsible for the conduct and safety of companions brought to the session.
11. Alcohol and Impairment
Individuals participating in nude or intimate photography must be capable of knowingly and voluntarily consenting throughout the session.
Champagne Ventures may refuse to begin or may terminate a session if a participant appears materially impaired by alcohol, drugs, medication, or another condition affecting the ability to provide meaningful consent or safely participate.
12. Cancellation and Session Termination
Booking fees, deposits, cancellation terms, rescheduling terms, and other project-specific conditions will be governed by the applicable SOW.
Client's decision to stop photography during a session will be respected.
Stopping a session does not automatically create a right to a refund for time, services, production expenses, studio expenses, travel, or other costs already incurred.
Champagne Ventures may terminate a session because of harassment, threatening behavior, sexual misconduct, safety concerns, material impairment, unlawful conduct, or violation of professional boundaries.
13. Assumption of Ordinary Risks
Client understands that photography sessions may involve ordinary physical activities such as standing, sitting, kneeling, walking, changing positions, interacting with props, or working in studio or location environments.
Client agrees to exercise reasonable judgment and communicate any physical limitation or safety concern relevant to participation.
The limitation-of-liability provisions of the Master Services Agreement apply to services governed by this Exhibit.
14. No Waiver of Personal Rights
Nothing in this Exhibit grants Champagne Ventures unrestricted rights to Client's name, likeness, image, nudity, or identity.
Any broader publication, advertising, commercial likeness, or promotional rights must be separately authorized where required.
A separate Model Release or Media Release may be used when Champagne Ventures and Client agree that images may be publicly or commercially used.
15. Acceptance
When this Exhibit is identified as applicable to an engagement, Client's acceptance of the applicable SOW constitutes acknowledgment and acceptance of this Exhibit B and the Champagne Ventures Master Services Agreement.
Client represents that Client:
Is at least eighteen (18) years old;
Is voluntarily participating;
Understands the nature of the photography session;
Understands that personal boundaries may be communicated or changed during the session; and
Has had an opportunity to review these terms before participating.
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This Exhibit C (“Exhibit”) establishes additional terms applicable to event photography, videography, and related media coverage provided by Champagne Ventures LLC (“Champagne Ventures”).
This Exhibit supplements the Champagne Ventures Master Services Agreement (“MSA”) and applies only when incorporated into the applicable Statement of Work (“SOW”).
1. Event Services
Champagne Ventures will provide the event coverage described in the applicable SOW.
The SOW may establish:
Event date and location
Coverage hours
Photography and/or videography services
Number of photographers or production personnel
Deliverables
Special coverage requirements
Travel or production expenses
Payment schedule
Other event-specific conditions
Services outside the agreed scope may require additional fees.
2. Event Date and Scheduling
Event dates and production resources are reserved specifically for Client based on the applicable SOW.
Any required retainer, deposit, or advance payment will be identified in the SOW.
Because Champagne Ventures may decline other work after reserving an event date, retainers or reservation fees identified as non-refundable in the SOW will remain non-refundable except where otherwise required by law.
Changes to the event date, location, schedule, or coverage requirements are subject to Champagne Ventures' availability and may result in additional fees.
3. Event Schedule and Coverage Time
Client is responsible for providing Champagne Ventures with reasonably accurate event timing, locations, access information, and other details necessary to provide coverage.
Coverage begins and ends according to the time stated in the SOW unless otherwise agreed.
Delays in the event schedule do not automatically extend the contracted coverage period.
If Client requests additional coverage and Champagne Ventures is available to provide it, additional time may be billed at the applicable rate.
Champagne Ventures is not responsible for missed coverage resulting from significant schedule changes, delays, inaccurate information, or events occurring outside the agreed coverage period.
4. Requested Images and Moments
Champagne Ventures will use reasonable professional efforts to capture important moments, individuals, details, and requested photographs or footage communicated by Client.
Because events are live and unscripted, no particular photograph, person, interaction, moment, angle, expression, or piece of footage can be guaranteed.
Client is responsible for identifying any particularly important people, activities, traditions, presentations, products, details, or moments before or during the event when they may not otherwise be apparent to the Champagne Ventures team.
5. Venue, Access, and Restrictions
Client is responsible for ensuring that Champagne Ventures has appropriate access to the event and permission to perform the contracted services.
Champagne Ventures will comply with reasonable venue, property, security, safety, and event restrictions.
Client acknowledges that restrictions imposed by venues, event organizers, security personnel, government authorities, performers, speakers, or other third parties may affect what Champagne Ventures can photograph, record, or access.
Champagne Ventures is not responsible for reduced coverage caused by restrictions or circumstances outside its reasonable control.
6. Guests and Third-Party Interference
Champagne Ventures will make reasonable efforts to work around guests, attendees, vendors, venue personnel, and other photographers or media professionals.
Champagne Ventures is not responsible for missed or obstructed images resulting from:
Guests blocking cameras or equipment
Attendees using phones or cameras
Other photographers or videographers
Vendor or venue interference
Restricted access
Uncooperative participants
Unexpected changes to the event
Lighting or environmental conditions outside Champagne Ventures' control
Client agrees to provide reasonable assistance when necessary to facilitate important photographs, group arrangements, access, or cooperation from participants.
7. Creative and Editorial Discretion
Champagne Ventures retains professional and creative discretion regarding composition, lighting, camera placement, image selection, editing, color treatment, sequencing, and other creative decisions.
Not every photograph taken or piece of footage recorded will be delivered.
Champagne Ventures may remove duplicate, test, technically unsuitable, unflattering, incomplete, or otherwise non-selected material from final delivery.
Raw photographs, raw footage, source files, project files, and unused material are not included unless expressly stated in the SOW.
8. Event Conditions and Safety
Champagne Ventures may modify, pause, or discontinue coverage when conditions present a reasonable threat to the safety of personnel, clients, guests, or equipment.
This may include severe weather, unsafe structures, dangerous crowd behavior, harassment, violence, illegal activity, hazardous environments, or other materially unsafe conditions.
Champagne Ventures will make reasonable efforts to communicate concerns and continue services when conditions can be safely resolved.
Champagne Ventures is not required to place personnel or equipment in unsafe circumstances to obtain requested coverage.
9. Meals and Reasonable Breaks
For extended event coverage, Client agrees to provide Champagne Ventures personnel reasonable opportunities for breaks.
If continuous coverage extends through a customary meal period, meal arrangements may be specified in the SOW or coordinated with Client.
Reasonable breaks do not constitute a reduction in contracted coverage.
10. Delivery
Final deliverables and estimated delivery timing may be specified in the applicable SOW.
Delivery estimates are good-faith estimates and may vary based on event size, production requirements, editing complexity, Client feedback, or other reasonable circumstances.
Unless otherwise stated in the SOW, Champagne Ventures determines which captured materials meet its professional standards for final delivery.
11. Copyright and Usage Rights
Copyright, licensing, ownership, and permitted usage of event photography, video, and other creative deliverables are governed by the Master Services Agreement, the applicable SOW, and Exhibit A — Licensing & Usage Rights when incorporated into the engagement.
No usage rights requiring payment become effective until the applicable balance has been paid in full.
12. Attendee Privacy and Releases
Client is responsible for determining whether notices, permissions, releases, or other disclosures are required from attendees, guests, employees, speakers, performers, or other participants based on the nature of the event and Client's intended use of the resulting media.
When Champagne Ventures is specifically responsible for obtaining individual releases, that responsibility must be included in the applicable SOW.
Champagne Ventures does not guarantee that every attendee or participant will consent to photography, recording, publication, or commercial use.
13. Cancellation and Rescheduling
Cancellation and rescheduling terms will be established in the applicable SOW.
Unless otherwise stated, payments already earned for completed services and nonrecoverable expenses remain due and are non-refundable.
Rescheduling is subject to Champagne Ventures' availability. Champagne Ventures cannot guarantee availability for a replacement date.
Changes involving a new date, location, scope, crew requirement, or production schedule may require a revised SOW and additional fees.
14. Equipment Failure and Unforeseen Circumstances
Champagne Ventures uses professional equipment and reasonable backup practices appropriate to the engagement.
However, photography and media production involve equipment, digital storage, transportation, personnel, venues, weather, and other circumstances that may occasionally fail or become unavailable despite reasonable precautions.
If Champagne Ventures is materially unable to perform contracted services due solely to circumstances within its responsibility, any remedy will be subject to the limitation-of-liability provisions of the Master Services Agreement.
15. Acceptance
When this Exhibit is identified as applicable to an engagement, Client's acceptance of the applicable SOW constitutes acceptance of this Exhibit C and the Champagne Ventures Master Services Agreement.
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This Exhibit D (“Exhibit”) establishes the general terms and procedures governing individual model, talent, participant, and media releases used by Champagne Ventures LLC (“Champagne Ventures”).
When an individual's name, image, likeness, voice, interview, appearance, or performance requires specific authorization for use, Champagne Ventures will provide that individual with a separate Model & Media Release identifying the permissions being requested.
This Exhibit does not, by itself, constitute an individual's consent or release. Individual permission will be obtained through a separate written or electronic release when required.
1. Individual Authorization
When a release is required, the individual appearing in the applicable photography, video, audio, or other media (“Participant”) will be provided a separate Model & Media Release.
The release may authorize Champagne Ventures to photograph, film, record, or otherwise capture the Participant's:
Name
Image
Likeness
Appearance
Voice
Interview
Statements
Performance
The specific rights granted will be governed by the release signed or electronically accepted by the Participant.
2. Use of Authorized Media
Depending on the permissions granted in the individual release, authorized media may be used for purposes including:
Client projects
Websites
Social media
Advertising
Marketing and promotional materials
Photography and video portfolios
Case studies
Presentations
Publications
Public relations
Demonstration reels
Awards
Other specifically authorized professional or commercial uses
Champagne Ventures will use Participant media only within the rights reasonably granted through the applicable release.
3. Editing and Production
Unless otherwise restricted by the individual release, authorized media may be reasonably edited, cropped, color-corrected, retouched, formatted, sequenced, combined with other materials, or incorporated with text, music, graphics, narration, and other creative elements as part of normal professional production.
Champagne Ventures will not knowingly use a Participant's likeness in an unlawful, defamatory, intentionally deceptive, or materially misleading manner.
4. Client Projects
When Champagne Ventures creates media for a client, authorized Participant media may be incorporated into the Client's final deliverables when permitted by the applicable individual release.
The Client's rights to use those deliverables are governed separately by the Client's Statement of Work, the Champagne Ventures Master Services Agreement, and any applicable licensing terms.
An individual Participant's release does not transfer ownership of Champagne Ventures' creative work.
5. Compensation
Participation does not automatically create a right to compensation, royalties, residuals, licensing fees, or other payments from Champagne Ventures.
If compensation is being provided to a Participant, the applicable terms will be established separately in writing.
6. Adults and Minors
Adults providing a Model & Media Release must be at least eighteen (18) years of age and legally capable of granting the applicable permissions.
When authorization is required for a minor, Champagne Ventures will obtain permission from the minor's parent or legal guardian through an appropriate release.
Champagne Ventures may request reasonable verification of age, identity, or parental/legal authority when appropriate.
7. Sensitive and Intimate Media
General model or media releases do not automatically authorize public or promotional use of nude, implied nude, sexually suggestive, or materially intimate imagery.
Such media requires specific affirmative authorization appropriate to the nature and intended use of the content.
When applicable, Exhibit B — Fine Art Nude Photography Waiver & Session Terms will also govern the engagement.
8. Third-Party Distribution
Participants should understand that authorized media may be distributed through websites, social networks, advertising platforms, publications, streaming services, client channels, or other third-party platforms.
Once media has been lawfully published or distributed, Champagne Ventures cannot completely control independent copying, sharing, reposting, archiving, indexing, or other unauthorized actions by third parties.
Champagne Ventures is not responsible for unauthorized third-party use occurring outside its authorization or reasonable control.
9. Artificial Intelligence and Digital Manipulation
Ordinary professional editing, retouching, enhancement, compositing, transcription, formatting, and AI-assisted production tools may be used as part of Champagne Ventures' normal creative workflow.
Unless separately and expressly authorized by the Participant, Champagne Ventures will not use an individual's likeness to create a materially deceptive synthetic identity, fabricated endorsement, or AI-generated representation intended to portray the Participant as saying or doing something materially different from what was actually captured.
10. Individual Release Controls
The separate Model & Media Release signed or electronically accepted by the Participant will establish the actual permissions granted by that individual.
If the individual release contains limitations or conditions that differ from these general terms, the specific individual release will control with respect to that Participant.
11. Relationship to the Master Services Agreement
This Exhibit supplements the Champagne Ventures Master Services Agreement and establishes Champagne Ventures' general procedures regarding model, talent, participant, and media releases.
It does not replace the need for an individual release when one is required.
The Client agrees to reasonably cooperate with Champagne Ventures in identifying individuals for whom specific authorization may be necessary and in facilitating releases when required for the intended use of the media.
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This Exhibit E (“Exhibit”) establishes additional terms applicable to business consulting, strategic advisory, growth strategy, research, planning, and related professional services provided by Champagne Ventures LLC (“Champagne Ventures”).
This Exhibit supplements the Champagne Ventures Master Services Agreement (“MSA”) and applies when incorporated into the applicable Statement of Work (“SOW”).
1. Consulting Services
Champagne Ventures may provide professional consulting and strategic services including, but not limited to:
Business growth strategy
Business evaluations and assessments
Market and industry research
Competitive analysis
Brand and positioning strategy
Marketing strategy
Customer and market analysis
Sales strategy
Customer journey evaluation
Digital strategy
Business development
Operational recommendations
Strategic partnerships
Process and systems recommendations
Growth planning
Implementation planning
Ongoing strategic advisory
The specific scope of each engagement will be defined in the applicable SOW.
2. Nature of Consulting
Champagne Ventures provides independent professional analysis, recommendations, strategic guidance, and advisory services based on the information reasonably available at the time of the engagement.
Consulting services are intended to help Client evaluate opportunities, identify challenges, make informed decisions, and develop strategies for the business.
Recommendations represent Champagne Ventures' professional judgment and are not guarantees of a particular outcome.
Client retains final authority and responsibility for all business decisions.
3. Client Information
The quality and usefulness of strategic recommendations depend in part on the accuracy and completeness of information available to Champagne Ventures.
Client agrees to provide reasonably accurate and complete information relevant to the engagement.
Champagne Ventures may rely upon information supplied by Client without independently auditing or verifying every representation unless verification is specifically included in the SOW.
Champagne Ventures is not responsible for recommendations materially affected by inaccurate, incomplete, outdated, or withheld information provided by Client or third parties.
4. Research and Third-Party Information
Consulting engagements may incorporate publicly available information, industry research, market data, competitor information, analytics, third-party platforms, artificial-intelligence-assisted research tools, and other external sources.
Champagne Ventures will use reasonable professional judgment when evaluating such information but cannot guarantee that all third-party information will remain complete, accurate, or current.
Market conditions, competitors, technology, regulations, consumer behavior, platforms, pricing, and other external factors may change after recommendations are provided.
5. No Guarantee of Business Results
Business performance is influenced by numerous factors outside Champagne Ventures' control.
Unless expressly guaranteed in writing, Champagne Ventures does not guarantee:
Revenue or profit increases
Sales volume
Lead generation
Customer acquisition
Conversion rates
Market share
Search rankings
Advertising performance
Business valuation
Financing
Partnerships
Hiring results
Expansion results
Implementation outcomes
Any other specific financial or business result
Client understands that strategy reduces uncertainty and improves decision-making but cannot eliminate business risk.
6. Client Decisions and Implementation
Client is solely responsible for deciding whether, when, and how recommendations are implemented.
Champagne Ventures is not responsible for results arising from Client's implementation, modification, rejection, delay, or partial implementation of recommendations unless Champagne Ventures has separately been engaged to manage that implementation.
Implementation services are not included in a consulting engagement unless expressly stated in the applicable SOW.
7. Scope of Professional Advice
Champagne Ventures provides business and strategic consulting.
Unless expressly included through appropriately qualified professionals, Champagne Ventures does not provide legal, accounting, tax, investment, engineering, architectural, medical, insurance, or other regulated professional advice.
When a recommendation involves an area requiring specialized professional advice, Client is responsible for consulting an appropriately qualified professional before acting.
8. Strategic Materials and Intellectual Property
Reports, evaluations, presentations, recommendations, strategies, plans, research summaries, and other final consulting deliverables provided to Client may be used internally by Client for its own business purposes unless otherwise stated in the SOW.
Champagne Ventures retains ownership of its underlying methodologies, frameworks, processes, templates, research methods, systems, know-how, tools, and strategic approaches.
Client may implement recommendations within its own business but may not resell, publish, license, teach, distribute, or commercially exploit Champagne Ventures' proprietary consulting materials or methodologies unless expressly authorized in writing.
9. Confidentiality
Business consulting may require access to sensitive operational, financial, strategic, marketing, customer, employee, or other proprietary information.
Such information will be treated according to the confidentiality provisions of the Master Services Agreement.
Champagne Ventures may use general knowledge, experience, methods, and non-confidential insights gained through consulting engagements without identifying Client or disclosing Client's confidential information.
10. Conflicts and Competitive Engagements
Unless exclusivity is expressly established in the applicable SOW, Champagne Ventures may provide services to other businesses operating in the same or similar industries.
Champagne Ventures will not knowingly disclose or use one client's confidential information for the benefit of another client.
Working with businesses in similar industries does not, by itself, constitute a conflict of interest.
11. Recommendations Beyond Current Scope
During an engagement, Champagne Ventures may identify opportunities, risks, problems, or potential services outside the scope of the current SOW.
Identifying or discussing those opportunities does not obligate Champagne Ventures to implement them and does not mean implementation is included in the current engagement.
Any additional consulting, creative, marketing, advertising, technology, production, implementation, or ongoing support may be addressed through a separate SOW.
12. Ongoing Advisory Services
When Champagne Ventures is retained for ongoing consulting or strategic advisory services, the applicable SOW may establish the frequency of meetings, availability, communication expectations, recurring fees, minimum terms, or other engagement-specific conditions.
Unless expressly stated otherwise, unused consulting time, meetings, or services do not automatically carry forward into future billing periods.
13. Acceptance
When this Exhibit is identified as applicable to an engagement, Client's acceptance of the applicable SOW constitutes acceptance of this Exhibit E and the Champagne Ventures Master Services Agreement.
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This Exhibit F (“Exhibit”) establishes additional terms applicable to website design, website development, website rebuilding, website management, and related digital services provided by Champagne Ventures LLC (“Champagne Ventures”).
This Exhibit supplements the Champagne Ventures Master Services Agreement (“MSA”) and applies when incorporated into the applicable Statement of Work (“SOW”).
1. Website & Digital Services
Champagne Ventures may provide services including:
New website design and development
Website redesigns and rebuilds
Website migrations
Landing pages
E-commerce websites
Membership or gated-content websites
Blog and content systems
Website integrations
Domain and DNS assistance
Analytics and tracking setup
Search engine fundamentals
Website management and maintenance
Related digital services
The specific scope, pages, functionality, deliverables, fees, and other project requirements will be defined in the applicable SOW.
2. Website Scope
Only pages, functionality, integrations, content, and services identified in the SOW are included in the project.
Requests for additional pages, functionality, integrations, design changes, custom development, content creation, or other services outside the agreed scope may require additional fees or a separate SOW.
Website projects may evolve as development progresses. Champagne Ventures will communicate material changes that affect scope, cost, or project requirements before performing substantial additional work.
3. Client Content & Information
Client is responsible for providing requested information, approvals, credentials, photographs, logos, product information, pricing, policies, legal language, and other materials necessary to complete the website unless creation of those materials is specifically included in the SOW.
Client represents that it has the right to use all content and materials it supplies.
Champagne Ventures may assist with writing, organizing, editing, or presenting Client information but is not responsible for independently verifying every factual claim supplied by Client.
Client is responsible for reviewing and approving the accuracy of final website content before launch.
4. Project Timing & Client Delays
Project timelines depend upon timely communication, access, content, feedback, and approvals from Client.
Delays by Client may extend estimated completion dates.
If a project becomes inactive for an extended period because Champagne Ventures is waiting for Client information, content, approvals, payment, or access, Champagne Ventures may pause the project and reschedule remaining work according to current availability.
Significant delays or material changes after a project has been paused may require a revised timeline or additional fees.
5. Domains & Account Ownership
Whenever reasonably practical, Client's domain name and primary business accounts should be registered in Client's name or under accounts ultimately controlled by Client.
Champagne Ventures may assist with:
Domain registration
DNS configuration
Domain transfers
Account setup
Platform configuration
Technical administration
Client is responsible for maintaining current payment information, renewal settings, account ownership information, and recovery credentials for Client-owned services.
Champagne Ventures is not responsible for loss of a domain or service caused by Client's failure to renew, maintain payment information, secure credentials, or respond to provider notices.
6. Hosting & Third-Party Platforms
Websites may rely on third-party hosting companies, website platforms, domain registrars, plugins, applications, APIs, payment processors, analytics providers, CRM systems, email providers, or other technology.
Third-party fees are Client's responsibility unless expressly included in the SOW.
Champagne Ventures does not control and cannot guarantee the uninterrupted operation of third-party services.
Champagne Ventures is not responsible for outages, platform changes, discontinued functionality, price increases, account restrictions, security incidents, software incompatibility, policy changes, or other circumstances caused by third-party providers outside Champagne Ventures' reasonable control.
7. Website Management & Maintenance
Ongoing website management or maintenance is not included after project completion unless expressly included in the SOW or purchased separately.
When Client purchases ongoing website management, the applicable SOW may include services such as:
Routine content updates
Copy changes
Image changes
Link and navigation updates
Platform or software updates
Basic troubleshooting
Performance monitoring
Security-related maintenance
SEO-related technical adjustments
Minor design or layout adjustments
Ongoing management does not automatically include major redesigns, new websites, substantial new pages, custom development, new functionality, large-scale content creation, or other material expansion of the website.
Such work may require a separate SOW.
8. Website Launch & Approval
Before launch, Client will have an opportunity to review the website and identify reasonable corrections within the agreed scope.
Client approval to launch constitutes acceptance of the website's general design, content, structure, and functionality as presented at that time.
Champagne Ventures will address errors attributable to its work that are identified within any post-launch correction period specified in the SOW.
Changes, additions, redesign requests, or new functionality requested after approval may constitute additional work.
9. Browser, Device & Technology Compatibility
Champagne Ventures will use reasonable professional practices to create websites compatible with modern commonly used browsers and devices at the time of development.
Because browsers, devices, operating systems, screen sizes, platforms, and web standards continually change, Champagne Ventures cannot guarantee identical appearance or functionality across every device, browser, operating system, or future technology.
Reasonable differences in rendering do not constitute a defect.
10. Search Engines & SEO
Champagne Ventures may incorporate reasonable SEO fundamentals into website design and development when included in the applicable scope.
These may include page structure, metadata, headings, indexing configuration, content organization, mobile responsiveness, performance considerations, and other technical fundamentals.
Search engines independently determine rankings and visibility.
Champagne Ventures does not guarantee:
Search rankings
First-page placement
Specific keyword positions
Traffic volume
Leads
Sales
Search-engine indexing timelines
Ongoing SEO strategy, content development, backlink development, local SEO, or search optimization services require a separate engagement unless expressly included in the SOW.
11. Analytics & Tracking
Champagne Ventures may configure analytics, conversion tracking, advertising pixels, search tools, or similar measurement systems when included in the SOW.
Client understands that tracking accuracy may be affected by browser privacy settings, cookie restrictions, ad blockers, platform policies, consent requirements, software changes, or third-party technology.
Champagne Ventures does not guarantee that third-party analytics or tracking systems will capture every visitor, action, conversion, or transaction.
12. E-Commerce & Payment Processing
When applicable, Champagne Ventures may create or configure e-commerce functionality, payment integrations, memberships, subscriptions, digital products, courses, or related systems.
Client is responsible for:
Product and service information
Pricing
Taxes
Shipping
Fulfillment
Refund policies
Customer service
Merchant accounts
Payment-processing requirements
Applicable legal and regulatory obligations
Champagne Ventures is not responsible for payment processor decisions, transaction disputes, chargebacks, account holds, platform restrictions, or other actions taken by third-party financial or commerce providers.
13. Legal Policies, Accessibility & Compliance
Unless expressly included in the SOW, Champagne Ventures does not provide legal advice or determine Client's specific legal or regulatory obligations.
Client is responsible for determining which privacy policies, terms of use, disclosures, accessibility requirements, cookie notices, industry-specific notices, disclaimers, licenses, or other legal requirements apply to its business and website.
Champagne Ventures may implement Client-provided policies, notices, accessibility tools, or compliance solutions but does not warrant that such implementation independently satisfies every applicable law, regulation, or accessibility standard.
Client should obtain appropriate legal or professional advice when necessary.
14. Security
Champagne Ventures will use reasonable professional practices appropriate to the website and services being provided.
No website, hosting environment, software platform, plugin, application, network, or online system can be guaranteed completely secure.
Champagne Ventures does not guarantee that a website will never experience hacking, malware, unauthorized access, data loss, service interruption, or other security incidents.
Ongoing monitoring, backups, maintenance, security services, and incident response are included only when expressly stated in the applicable SOW.
Client is responsible for maintaining secure passwords, appropriate account permissions, and reasonable security practices for accounts under Client's control.
15. Website Ownership & Intellectual Property
Ownership and licensing are governed by the Master Services Agreement, the applicable SOW, and Exhibit A when applicable.
After payment in full, Client will receive the rights to the completed website specifically identified in the SOW.
Champagne Ventures retains ownership of its pre-existing methodologies, frameworks, templates, processes, systems, tools, reusable components, know-how, and other proprietary materials.
Third-party themes, software, plugins, fonts, stock assets, applications, and other licensed materials remain subject to their respective third-party licenses.
Unless expressly included in the SOW, development files, internal working files, unused concepts, proprietary systems, and other production materials are not transferred to Client.
16. Website Transfer
If Client elects to move a completed website to another provider or assume direct management, Champagne Ventures will reasonably cooperate with the transfer of Client-owned assets after all outstanding amounts have been paid.
Transfer assistance, migration work, technical support, platform changes, or other services required to complete the transfer may be billed separately unless included in the SOW.
Champagne Ventures is not responsible for website performance, security, functionality, changes, or failures occurring after another provider or Client assumes control and modifies or manages the website.
17. Advertising & Marketing Platforms
Champagne Ventures may assist with the technical integration of advertising, analytics, marketing, CRM, email, or related platforms when included in the website engagement.
Ongoing advertising management, marketing strategy, campaign management, content creation, consulting, or other marketing services are separate services unless expressly included in the SOW.
Advertising spend and third-party platform charges are paid by Client unless otherwise agreed.
18. Completion & Ongoing Responsibility
A completed website does not create an ongoing obligation for Champagne Ventures to maintain, monitor, update, repair, host, secure, or modify the website unless Client has purchased ongoing services.
Once responsibility for the website has transferred to Client or another provider, changes made by Client or third parties are outside Champagne Ventures' responsibility.
Champagne Ventures may provide future assistance through a new or ongoing SOW.
19. Acceptance
When this Exhibit is identified as applicable to an engagement, Client's acceptance of the applicable SOW constitutes acceptance of this Exhibit F and the Champagne Ventures Master Services Agreement.
