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