Subscription Agreement

These Terms of Service (the "Terms") govern your subscription to and use of the services provided by RiseWorks Media, PBC, a Delaware Public Benefit Corporation with its principal offices at 1888 Brickell Avenue, Miami, FL 33129 ("RiseWorks," "we," "us," or "our").

By purchasing, subscribing to, or otherwise using our services, you ("Client," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and in such case, "you" and "Client" will refer to that organization.

For purposes of these Terms, the "Effective Date" means the date you first subscribe or access the services, unless otherwise expressly stated in an applicable Statement of Work.

Recitals

A. Services. RiseWorks provides subscription-based visual storytelling and related services, including but not limited to: (i) embedded professional creators delivering ongoing video, photography, and related creative assets; (ii) video podcast and livestream production; (iii) strategic planning, analytics, and content distribution support; and (iv) bespoke project-based services through its "Impact Studio" (collectively, the "Services").

B. Service Tiers. The Services are offered through a portfolio of tiered, fixed-fee subscription plans currently denominated as Launch, Momentum, Amplify, Video Podcast Only, and Strategy Only (together, the "Plans"), as well as through Impact Studio, which provides bespoke, high-scope creative projects such as documentaries, capital campaign suites, and livestream events. In addition, RiseWorks offers optional add-on services (including livestreams, documentaries, capital campaign suites, rapid-response clips, specialty shoots, accessibility enhancements, analytics reports, ASL interpretation, drone/aerial retainers, and paid media management), all as further described in Statements of Work ("SOWs") executed hereunder.

C. Public Benefit Corporation. RiseWorks is a Delaware Public Benefit Corporation. As such, it is legally obligated to balance profit with public benefit, including (i) creating equitable and sustainable employment for creative professionals, (ii) enhancing the communications capacity of mission-driven organizations, and (iii) publishing annual impact reports that aggregate anonymized client engagement and results.

D. Client Engagement. Client desires to retain RiseWorks to perform Services pursuant to these Terms and one or more SOWs.

1. Definitions

For purposes of these Terms and any Statement of Work ("SOW"), the following terms shall have the meanings set forth below:

"Add-On Services" means optional services that may be purchased in addition to a Plan or Impact Studio engagement, including, without limitation, livestreams, documentaries, capital campaign suites, rapid-response clips, specialty shoots, accessibility enhancements, analytics reports, ASL interpretation, drone/aerial retainers, and paid media management.

"Client Materials" means all content, data, logos, marks, footage, scripts, or other materials supplied by Client for incorporation into Deliverables or for use in connection with the Services.

"Confidential Information" has the meaning set forth in Section 7 of these Terms.

"Creator" means a professional photographer, filmmaker, or other creative professional engaged or assigned by RiseWorks to produce Deliverables for Client under an applicable SOW. For clarity, a Creator may be embedded with Client on a recurring basis or engaged on a project-by-project basis.

"Deliverables" means all tangible and intangible work product created, developed, or provided by RiseWorks under an SOW, including, without limitation: videos, photographs, podcasts, YouTube episodes, cut-downs and social clips, graphics, captions, reports, analytics dashboards, transcripts, thumbnails, and other creative or strategic outputs, in whatever format now known or later developed.

"Early Termination Fee" has the meaning set forth in Section 3.2(a)(ii).

"Impact Studio" means RiseWorks' premium, bespoke services model for high-scope projects, such as documentaries, capital campaign suites, livestream productions, and other one-off creative engagements, as described in the applicable SOW.

"Intellectual Property Rights" means all copyrights, trademarks, service marks, trade secrets, moral rights, design rights, database rights, patents, and other intellectual or proprietary rights, whether registered or unregistered, existing now or in the future, and all applications for and renewals of the same.

"Plan(s)" means RiseWorks' tiered subscription offerings, currently denominated as Launch, Momentum, Amplify, Video Podcast Only, and Strategy Only.

"Services" means the visual storytelling, content strategy, production, distribution, analytics, and related services provided by RiseWorks under these Terms, including under any Plan, Impact Studio project, or Add-On Services.

"SOW" or "Statement of Work" means a written order form or project document executed by the Parties that incorporates these Terms by reference and specifies the applicable Plan, Add-On Services, Deliverables, fees, schedule, and any special terms.

2. Scope; Statements of Work

2.1 Master Agreement; SOWs

(a) All Services to be performed by RiseWorks for Client shall be described in one or more Statements of Work ("SOWs") executed by the Parties. No Services shall be deemed authorized or owed by RiseWorks unless and until an SOW has been fully executed.

(b) Each SOW shall incorporate these Terms by reference and specify, as applicable, the selected Plan, any Add-On Services, the Deliverables, fees, payment terms, schedule, and any special terms.

(c) Multiple SOWs may be in effect at the same time. To the extent there is any conflict between the terms of these Terms and the terms of any SOW, these Terms shall control unless the SOW expressly identifies the conflicting provision and states that the SOW shall control for that engagement only.

(d) No oral or email communications, proposals, or estimates shall constitute a binding obligation on either Party unless memorialized in a duly executed SOW or amendment to these Terms. For clarity, email communications may be binding if they (i) reference an existing, executed SOW, (ii) are exchanged between the Parties' authorized representatives identified in the SOW, and (iii) relate to scheduling, creative direction, or other operational matters within the scope of that SOW. Any material changes to scope, fees, or deliverables require a written amendment.

2.2 Non-Exclusivity

Unless expressly set forth in an SOW, these Terms are non-exclusive. Client is free to engage other providers of similar services, and RiseWorks is free to provide services to other clients, including those that may be in the same field or sector as Client.

3. Term; Termination

3.1 Term

These Terms commence on the Effective Date and will remain in effect for one (1) year (the "Initial Term"), unless earlier terminated in accordance with this Section. Thereafter, these Terms will automatically renew for successive one (1) year periods (each, a "Renewal Term" and together with the Initial Term, the "Term") unless either Party provides at least thirty (30) days' prior written notice of non-renewal.

3.2 Termination for Convenience

(a) Termination by Client. Client may terminate these Terms or any SOW for convenience at any time by providing written notice to RiseWorks. Upon such termination:

• (i) Client shall remain responsible for all fees accrued through the effective date of termination;
• (ii) Client shall pay an early termination fee equal to three (3) months of subscription fees at the then-current rate (the "Early Termination Fee"), which shall be invoiced immediately upon termination and due within thirty (30) days;
• (iii) Any prepaid but unused fees (after deduction of the Early Termination Fee) will be refunded on a pro rata basis; and
• (iv) RiseWorks will complete any Creative Blocks scheduled or in progress as of the termination date, provided such work can be reasonably completed within thirty (30) days of the termination notice.

(b) Termination by RiseWorks. RiseWorks may terminate these Terms or any SOW for convenience by providing at least ninety (90) days' prior written notice to Client. Upon such termination, any prepaid but unused fees will be refunded on a pro rata basis.

(c) Pro-Rata Refund Calculation. For purposes of calculating pro-rata refunds under this Section 3.2:

• (i) For monthly subscription plans, "unused fees" means fees paid for full months after the effective termination date.
• (ii) For annual prepaid plans, "unused fees" means fees paid for full months remaining after the effective termination date, calculated on a monthly basis.
• (iii) Any Creative Blocks used or scheduled prior to the termination date are deemed "used" regardless of whether Deliverables have been fully delivered.
• (iv) Partial months are not refundable.
• (v) The Early Termination Fee (where applicable) is deducted before calculating any refund due to Client.

3.3 Termination for Cause

Either Party may terminate these Terms or any SOW immediately upon written notice if the other Party:

• (a) materially breaches these Terms or such SOW and fails to cure such breach within fifteen (15) days after receiving written notice thereof;
• (b) fails to pay undisputed fees when due and such failure is not resolved within thirty (30) days after written notice; or
• (c) becomes insolvent, makes a general assignment for the benefit of creditors, or is the subject of any voluntary or involuntary bankruptcy, receivership, or similar proceeding.

3.4 Effect of Termination

Upon termination or expiration of these Terms or any SOW:

• (a) All accrued but unpaid fees shall become immediately due and payable.
• (b) Any prepaid but undelivered Services shall be refunded on a pro rata basis, subject to deduction of any applicable Early Termination Fee under Section 3.2.
• (c) RiseWorks shall have no further obligation to perform Services after the effective date of termination, except to provide Client with any Deliverables completed and accepted as of that date;
• (d) The license granted to Client for Deliverables created and paid for prior to termination shall survive; and
• (e) Sections 7 (Confidentiality & Data Protection), 8 (Intellectual Property), 10 (Warranties), 11 (Indemnification), 12 (Limitation of Liability), 13 (Insurance), 14 (Miscellaneous), and this Section 3.4 shall survive termination or expiration.

4. Fees; Payment

4.1 Fees

Subscription fees are fixed per Plan tier. Add-On Services and Impact Studio engagements will be billed at the rates specified in the applicable SOW. All fees are quoted and payable in U.S. dollars unless otherwise stated.

Subscription Plans:

• Launch Plan: $1,000/month or $10,000/year prepaid (2 Creative Blocks per month)
• Momentum Plan: $2,500/month or $25,000/year prepaid (5 Creative Blocks per month)
• Amplify Plan: $8,000/month or $80,000/year prepaid (8 Creative Blocks per month)
• Video Podcast Only Plan: $1,000/month or $10,000/year prepaid (2 Podcast Creative Blocks per month)
• Strategy Only Plan: $1,000/month or $10,000/year prepaid (1 Strategy Block per month)

4.2 Invoicing and Payment Terms

(a) Unless otherwise specified in the SOW, subscription fees are invoiced monthly in advance.

(b) If Client elects annual prepayment, the applicable subscription fees will be discounted as shown in Section 4.1.

(c) Add-On Services and Impact Studio projects are invoiced upon SOW execution or upon completion of milestones as specified in the applicable SOW.

(d) Unless otherwise specified in the SOW, all invoices are due within thirty (30) days of the invoice date (Net 30). Client must notify RiseWorks in good faith within seven (7) days of the invoice date of any disputed amount with reasonable detail; the undisputed portion remains payable when due. Failure to provide such notice constitutes acceptance of the invoice.

(e) No Set-Off. Client may not withhold, set-off, or deduct amounts owed under these Terms based on any claim or dispute, except for amounts properly disputed under Section 4.2(d).

4.3 Late Payments; Suspension

Any undisputed invoice not paid when due will accrue interest at one percent (1.0%) per month (12% per annum) (or the maximum rate permitted by law, if lower) from the due date until paid. RiseWorks may suspend the performance of Services, including access to the Dashboard, if any undisputed amount remains unpaid for five (5) business days after written notice to the Client.

4.4 Travel and Expenses

(a) Local Service Area. Services are provided within Client's primary metropolitan service area at no additional travel charge. For purposes of these Terms, Client's primary service area is Miami-Dade County, Florida, unless otherwise specified in the SOW.

(b) Regional Travel. Travel outside Client's local service area but within Florida or to adjacent states may incur additional costs for mileage, crew travel time, and expenses, to be agreed in writing before the shoot.

(c) National Travel. Extended travel requiring overnight stays, airfare, or multi-day shoots will be scoped as a separate project and require an executed SOW amendment or separate Impact Studio engagement.

(d) Reimbursable Expenses. Client will reimburse RiseWorks for pre-approved, reasonable, out-of-pocket expenses incurred in connection with Services, including but not limited to: permits, parking, specialty equipment rentals, location fees, and third-party talent costs.

(e) Travel Days. Travel days required for shoots outside the local service area do not count against Client's Creative Block allocation but may be billed separately at a per diem rate of $500 per travel day.

4.5 Taxes

Fees exclude all applicable sales, use, value-added, goods and services, or similar taxes, duties, or levies ("Taxes"). Client is responsible for all such Taxes associated with the Services, excluding RiseWorks' income, franchise, and employment taxes.

4.6 Payment Method

Payments may be made by ACH, wire, credit card, or another method agreed in writing. If Client elects to pay by credit card, RiseWorks may charge an additional processing fee (not to exceed RiseWorks' actual transaction cost, typically 2.5%–3.5%) to cover card network and processor charges.

4.7 Rate Adjustments

(a) Annual CPI Adjustment. Subscription fees may be increased annually upon renewal by up to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the Miami-Fort Lauderdale-West Palm Beach area (or if unavailable, the U.S. national average) for the prior 12-month period, not to exceed five percent (5%) per year. Such adjustments are automatic and require only sixty (60) days' written notice prior to the renewal date.

(b) Discretionary Adjustments. RiseWorks may propose rate increases beyond the CPI adjustment upon at least ninety (90) days' written notice prior to renewal. If Client does not accept such discretionary rate increase, Client may terminate the applicable SOW or these Terms by providing written notice at least thirty (30) days prior to the renewal date, which shall be treated as termination without penalty.

5. Acceptance

5.1 Review Period

Client shall have five (5) business days from delivery of each Deliverable (the "Review Period") to review and provide consolidated written feedback identifying any material non-conformities with the agreed specifications in the applicable SOW. If the Client does not provide such feedback within the Review Period, the Deliverable shall be deemed accepted.

5.2 Corrections

If Client timely notifies RiseWorks during the Review Period that a Deliverable does not materially conform to the applicable specifications, RiseWorks will, at no additional cost, use commercially reasonable efforts to correct the Deliverable and resubmit it within a reasonable period of time. Client shall then have three (3) business days to review the corrected Deliverable. If the Deliverable still fails to materially conform after two correction cycles, either Party may escalate the issue under Section 14.5 (Dispute Resolution).

5.3 Scope of Revisions

(a) Material Non-Conformities. A Deliverable materially fails to conform to specifications if it: (i) is missing agreed elements identified in the content calendar or creative brief; (ii) contains technical defects that render it unsuitable for its intended use; or (iii) contains factual errors in captions, graphics, or narration provided by RiseWorks.

(b) Subjective Changes. Minor or subjective changes that do not constitute material non-conformities (e.g., creative preference, style adjustments) are not considered defects. RiseWorks may accommodate such requests at its sole discretion, considering available capacity, and may bill them as additional Services or require consumption of additional Creative Blocks.

(c) Revision Limits. Each Deliverable includes up to two (2) revision cycles for material non-conformities. Additional revisions beyond the second cycle may be billed separately or require consumption of additional Creative Blocks.

(d) Creative Direction. Client acknowledges that RiseWorks' Creators exercise professional judgment in composition, editing, and creative execution. Subjective disagreement with creative choices does not constitute a material non-conformity unless the Deliverable fails to meet the agreed strategic objectives outlined in the content calendar.

5.4 Rush Requests

Deliverables requested with turnaround times shorter than RiseWorks' standard production schedule are considered rush requests. RiseWorks has sole discretion to accept or decline any rush request based on capacity. If accepted, rush surcharges will apply as follows:

• Delivery within 72 hours: an additional $125 per Deliverable
• Delivery within 24 hours: an additional $250 per Deliverable

5.5 Acceptance

Acceptance of Deliverables occurs upon the earlier of (a) Client's written confirmation, or (b) expiration of the Review Period without objection.

6. Client Obligations

6.1 Access and Cooperation

Client shall provide RiseWorks with timely and safe access to sites, personnel, beneficiaries, programs, facilities, and systems as reasonably necessary for RiseWorks to perform the Services. Client shall designate a primary contact to consolidate communications and feedback.

6.2 Consents and Releases

(a) Client Responsibility. Client is responsible for obtaining, at its own cost, all consents, releases, and permissions necessary for RiseWorks to capture and use content as contemplated in these Terms and the applicable SOW.

(b) RiseWorks Support. RiseWorks will provide standard release form templates upon request and will advise Client on when releases are typically required under industry best practices.

(c) Pre-Shoot Verification. RiseWorks may request confirmation that appropriate releases have been obtained before commencing a shoot. If Client cannot provide such confirmation and RiseWorks reasonably determines that proceeding without releases would create legal risk, RiseWorks may postpone the shoot until releases are secured.

(d) Indemnification. Client's indemnification obligations under Section 11.2 include claims arising from Client's failure to obtain required consents or releases.

6.3 Accuracy of Information

Client is responsible for the accuracy, completeness, and lawfulness of all Client Materials, data, instructions, and information provided to RiseWorks.

6.4 Compliance

Client shall not request or direct RiseWorks to engage in any unlawful activities or to infringe the rights of third parties.

6.5 Safety and Insurance

Client will take reasonable steps to ensure a safe working environment for RiseWorks' personnel at all locations under Client's control.

6.6 Client Delays

If Client fails to provide required access, materials, feedback, or approvals promptly, (a) all associated deadlines and delivery schedules shall be extended on a day-for-day basis, and (b) RiseWorks may invoice for any additional costs incurred as a result of such delay.

6.7 On-Site Incidents

In the event of any safety incident, emergency, or concerning disclosure occurring during filming, RiseWorks' personnel will immediately notify Client's designated contact and follow Client's incident reporting protocols to the extent disclosed to RiseWorks in advance.

7. Confidentiality & Data Protection

7.1 Confidentiality

Each Party ("Receiving Party") may receive from the other Party ("Disclosing Party") non-public, proprietary, or confidential information ("Confidential Information"). The Receiving Party shall (a) protect such information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use such information solely for performing or receiving Services; and (c) not disclose such information to any third party except to employees, contractors, advisors, and agents who have a need to know and are bound by confidentiality obligations.

7.2 Exclusions

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Disclosing Party's information; or (d) was already lawfully in the Receiving Party's possession.

7.3 Duration

Confidentiality obligations remain in effect during the Term and for one (1) year thereafter, except that obligations with respect to trade secrets and personal data continue for so long as such information qualifies for protection under applicable law.

7.4 AI Restrictions

Confidential Information may not be input into any public or third-party generative AI system that uses customer data for training or permits provider access to such data. Limited use of licensed, private AI systems that contractually prohibit training on customer data is permitted, provided such use complies with these Terms and applicable law.

7.5 Data Protection

RiseWorks will implement reasonable safeguards to protect any personal data in its possession against unauthorized access or disclosure and will promptly notify Client of any confirmed breach affecting such data.

8. Intellectual Property

8.1 Work Made for Hire; Initial Ownership

(a) Work-for-Hire Status. All Deliverables created by RiseWorks' employees in the course of their employment are works made for hire under U.S. copyright law, with RiseWorks as the initial copyright owner.

(b) Immediate Assignment to Creators (Photos Only). For photographic works, RiseWorks hereby immediately and automatically assigns all copyright and other intellectual property rights to the individual creator-employee who produced such photographs, effective upon creation. Such assignment is irrevocable and survives the creator's separation from RiseWorks employment.

(c) Video Ownership Retained Pending Client Assignment. For video works, RiseWorks retains initial copyright ownership until assignment to Client under Section 8.2.

8.2 Video Copyright Assignment to Client

(a) Assignment. Upon full payment of all fees due under the applicable SOW for any video Deliverable, RiseWorks hereby assigns to Client all worldwide copyright and intellectual property rights in and to such video Deliverable, including the right to register copyright.

(b) License Back to RiseWorks and Creators. Simultaneously with the assignment, Client hereby grants back to RiseWorks and to the individual creator(s) a perpetual, worldwide, royalty-free, irrevocable license to use such video Deliverable for: (i) portfolio, case studies, and self-promotion; (ii) exhibitions, festivals, and awards submissions; (iii) marketing materials, website galleries, and social media; (iv) internal training and professional development; (v) public benefit reporting and impact documentation; and (vi) media inquiries and press coverage.

(c) No Commercial Resale. The license does not permit sale or licensing of video Deliverables into generic stock libraries or other commercial resale for unrelated third-party use.

8.3 Photo Copyright License to Client

(a) Creator Ownership. Copyright in all photographic Deliverables is owned by the individual creator-employee who produced such photographs.

(b) License to Client. Upon full payment, the creator hereby grants to Client (through RiseWorks as agent) a perpetual, worldwide, royalty-free, fully paid-up license to use, reproduce, adapt, distribute, publicly display, and transmit such photographic Deliverables.

(c) License to RiseWorks. The creator simultaneously grants to RiseWorks a perpetual, worldwide, royalty-free license to use such photographic Deliverables for portfolio, marketing, and self-promotion purposes.

8.4 Permitted Uses by Client

(a) Mission-Aligned Uses (Permitted):

• Fundraising campaigns, donor communications, and development activities
• Grant applications, reports to funders, and impact reporting
• Educational programming, community outreach, and public awareness campaigns
• Social media, website, email marketing, and digital communications
• Paid advertising and sponsored content in support of Client's charitable mission
• Internal training, board presentations, and volunteer recruitment
• Press releases, media kits, and earned media distribution
• Annual reports, case studies, and program documentation
• Exhibitions, events, and public screenings related to Client's mission

(b) Prohibited Uses:

• Sale or licensing of Deliverables to unrelated third parties for commercial gain
• Use by for-profit entities not directly supporting Client's mission without prior written consent
• Deposit into generic stock libraries for public sale
• Political campaign advertising or endorsement of candidates (unless Client's mission is expressly political advocacy)
• Any use that materially misrepresents Client's programs, beneficiaries, or impact

(c) Grant Compliance. Client may share Deliverables with grantors, funders, fiscal sponsors, and program evaluators as required for compliance, reporting, or due diligence, even if such entities are for-profit.

8.5 Client Materials

Client retains all rights in and to Client Materials provided for inclusion in Deliverables. Client grants RiseWorks and its creators a limited license to use Client Materials solely as necessary to perform Services.

8.6 RiseWorks Proprietary Materials

RiseWorks retains all rights in and to its proprietary templates, methodologies, workflows, tools, and know-how used in connection with Services.

8.7 Third-Party Materials

Deliverables may incorporate third-party content (e.g., licensed music, fonts, stock footage, graphics) subject to separate license terms. RiseWorks will disclose any material usage restrictions in writing.

8.8 Attribution

(a) Standard Attribution. Client agrees to provide credit to RiseWorks and, where feasible, the individual creator(s) in connection with any public use of Deliverables. Preferred formats include: "Photo/Video by [Creator Name] for RiseWorks Media" or "@riseworksmedia" (social media).

(b) Waiver for Certain Uses. Attribution is not required for: paid advertising where space constraints make credit impractical; email marketing or internal documents; uses where attribution would impair communication effectiveness; or platforms that prohibit attribution.

(c) Portfolio Rights. Client's failure to provide attribution does not limit RiseWorks' or creators' rights to use Deliverables for portfolio, marketing, and self-promotion purposes.

(d) No Damages. The copyright owner's remedy for systematic failure to attribute shall be limited to: written notice and opportunity to cure; suspension of Services if uncured after thirty (30) days; and termination for cause if unresolved after sixty (60) days.

8.9 Copyright Registration

(a) Video Deliverables. Client, as copyright owner, shall have the sole right to register video copyrights.

(b) Photographic Deliverables. The creator, as copyright owner, retains the sole right to register photo copyrights.

8.10 Creator Departure

Upon separation from RiseWorks employment, creators retain all copyright ownership in photographic Deliverables they produced during employment, and all licenses remain in full force and effect.

8.11 Survival of License Post-Termination

Termination or expiration of these Terms shall not affect Client's license or ownership rights in Deliverables that were created and fully paid for prior to termination.

9. Strategy Plan & Reviews

9.1 Strategy Plan

For each SOW, RiseWorks will collaborate with Client to develop a Strategy Plan that aligns content creation with Client's mission and objectives. The Strategy Plan may include: story arc design, editorial calendar, YouTube-first optimization, KPI framework, and multi-channel distribution recommendations.

9.2 Planning Cadence

Unless otherwise specified in the SOW, strategy sessions will occur on the following cadence: Launch – quarterly; Momentum – monthly; Amplify – bi-monthly with senior creative leadership; Video Podcast Only – quarterly; Strategy Only – quarterly.

9.3 Performance Reporting

RiseWorks will provide performance metrics through periodic reports. Frequency is determined by Plan tier: Launch and Video Podcast Only – quarterly; Momentum – monthly; Amplify – bi-monthly; Strategy Only – quarterly.

9.4 Accessibility Standards

(a) Included Captioning. Deliverables may include caption files generated using automated speech recognition technology. These captions are provided as a convenience and may contain inaccuracies.

(b) Compliance Responsibility. Client is solely responsible for determining whether its use of Deliverables requires compliance with accessibility laws or standards (including the ADA and Section 504/508).

(c) Enhanced Accessibility Services. Human-reviewed captioning, ASL interpretation, audio description, and other accessibility enhancements are available as Add-On Services.

9.5 Adjustments

The Strategy Plan and editorial calendar may be updated during the Term based on performance results, Client feedback, and seasonal or campaign-specific opportunities.

9.6 Standalone Strategy Services

If Client is not subscribed to a content Plan, any strategic planning, KPI development, or distribution consulting performed by RiseWorks shall be billed under the Strategy Only tier.

9.7 Content Approval Workflow

(a) Approval Authority. Client shall designate in writing one primary contact and up to two alternate contacts who are authorized to approve Deliverables on Client's behalf.

(b) Consolidated Feedback. Client's designated contact is responsible for consolidating all internal feedback and providing a single set of revision notes to RiseWorks.

(c) Approval Timing. Approval workflows must comply with the Review Period timelines set forth in Section 5.

9.8 Social Media Posting

(a) Direct Posting. Where technically feasible and agreed in the SOW, RiseWorks may post Deliverables directly to Client's social media accounts using scheduling tools.

(b) Client Posting. Where direct posting is not available, RiseWorks will provide files and suggested captions; Client shall be responsible for uploading and publishing.

(c) Client Modifications. Client may modify captions, hashtags, or other text elements at its discretion. RiseWorks is not responsible for iterative edits to social media copy after delivery.

10. Warranties

10.1 Mutual Warranties

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform these Terms; (b) its performance will comply with all applicable laws; and (c) its entry into these Terms does not conflict with any other agreement.

10.2 RiseWorks Warranties

RiseWorks warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Technical specifications include:

• Video: 1080p resolution for social media; 4K for documentary projects via Impact Studio
• Photography: High-resolution JPEG at 300 DPI, suitable for web and print
• File Formats: Video as MP4 (H.264); photos as JPEG
• Turnaround Times: Established in the content calendar; no specific guarantees unless agreed in writing or purchased as rush delivery

10.3 Client Warranties

Client warrants that: (a) it has obtained all necessary consents, releases, licenses, and permissions; (b) Client Materials do not infringe third-party rights; and (c) Client's use of Deliverables will comply with applicable laws.

10.4 Disclaimer of Additional Warranties

Except as expressly set forth in Sections 10.1, 10.2, and 10.3 above, RiseWorks makes no other representations or warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. RiseWorks does not warrant that the Services or Deliverables will be error-free, uninterrupted, or achieve any particular fundraising, engagement, or financial results.

10.5 Third-Party Platforms

Client acknowledges that Deliverables may be distributed on third-party platforms. RiseWorks makes no warranties regarding the availability, functionality, or policies of such platforms.

10.6 Platform Outages and External Events

RiseWorks shall not be liable for any delay, failure, or degradation caused by outages, policy changes, or other events affecting third-party platforms, hosting providers, or distribution networks.

11. Indemnification

11.1 Indemnification by RiseWorks

RiseWorks shall indemnify, defend, and hold harmless Client from any third-party claim arising from: (a) an allegation that Deliverables, as originally delivered and not modified by Client, infringe any U.S. copyright, trademark, or trade secret; or (b) RiseWorks' gross negligence or willful misconduct.

11.2 Indemnification by Client

Client shall indemnify, defend, and hold harmless RiseWorks from any claims arising from: (a) Client Materials or instructions; (b) Client's failure to obtain necessary consents or releases; (c) Client's use, distribution, or modification of Deliverables; (d) Client's breach of these Terms; or (e) Client's negligence, misconduct, or violation of law.

11.3 Procedure

The indemnified party shall promptly notify the indemnifying party in writing of any claim, grant sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense.

11.4 Cap on RiseWorks' Indemnity Liability

RiseWorks' aggregate liability under Section 11.1 shall not exceed the total fees actually paid by Client to RiseWorks in the twelve (12) months immediately preceding the event giving rise to the claim.

11.5 Exclusive Remedy

The indemnities in this Section 11 constitute the Parties' sole and exclusive remedies with respect to third-party intellectual property infringement and related claims.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

Except for liability arising out of (a) a Party's indemnification obligations under Section 11, (b) breach of Section 7 (Confidentiality), or (c) a Party's gross negligence or willful misconduct, neither Party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages.

12.2 Cap on Liability

The aggregate liability of RiseWorks to Client shall not exceed the total fees actually paid by Client in the twelve (12) months immediately preceding the event giving rise to the claim, except for indemnification, confidentiality breach, or gross negligence/willful misconduct.

12.3 Payment Obligations Uncapped

Nothing in this Section shall limit Client's obligation to pay all fees, expenses, and taxes due under these Terms.

12.4 Fundamental Basis

The Parties acknowledge that the fees charged reflect the allocation of risk set forth in this Section 12 and that this Section is an essential element of the bargain.

13. Insurance

13.1 Required Coverage

RiseWorks shall maintain the following insurance coverages during the Term:

• Commercial General Liability (CGL): $1,000,000 per occurrence / $2,000,000 aggregate
• Professional Liability / Media E&O: $1,000,000 per claim
• Cyber Liability Insurance: $1,000,000 per claim (if processing personal data on behalf of Client)
• Workers' Compensation: As required by applicable law; Employer's Liability at $1,000,000 per accident
• Automobile Liability: $1,000,000 per occurrence

13.2 Certificates of Insurance

Upon Client's reasonable request, RiseWorks shall provide certificates of insurance and name Client as an additional insured.

13.3 Additional Coverage

If Client requires coverage beyond Section 13.1, all incremental costs shall be borne by Client.

13.4 Relation to Liability Cap

The existence of insurance does not increase RiseWorks' liability beyond the caps in Section 12, nor does it create any rights for Client to recover directly from RiseWorks' insurers.

14. Miscellaneous

14.1 Independent Contractor

The Parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, fiduciary, or employment relationship.

14.2 Assignment

Neither Party may assign these Terms without the prior written consent of the other Party, except that RiseWorks may assign in connection with a merger, acquisition, or sale of substantially all assets.

14.3 Notices

All notices must be in writing and delivered by hand, overnight courier, certified mail, or email with confirmation. Notices to RiseWorks shall be sent to greg@riseworks.org.

14.4 Governing Law; Venue

These Terms shall be governed by the laws of the State of Delaware. Exclusive venue for disputes shall be the state or federal courts located in Miami-Dade County, Florida.

14.5 Dispute Resolution

The Parties shall first attempt to resolve disputes through direct discussions between senior executives. If unresolved within thirty (30) days, either Party may submit the dispute to non-binding mediation in Miami-Dade County, Florida.

14.6 Entire Agreement

These Terms, together with any SOWs, constitute the entire agreement between the Parties and supersede all prior agreements.

14.7 Amendments

These Terms may not be amended except in a writing signed by authorized representatives of both Parties.

14.8 Waiver

No waiver of any provision shall be effective unless in writing. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

14.9 Severability

If any provision is held invalid, the remaining provisions shall remain in full force and effect.

14.10 Counterparts; Electronic Signatures

These Terms may be executed in counterparts. Signatures delivered by PDF, DocuSign, or other electronic means shall be deemed valid and binding.

14.11 Force Majeure

Neither Party shall be liable for any failure or delay in performance caused by events beyond reasonable control, including acts of God, natural disasters, pandemics, government orders, or acts of terrorism. If a force majeure event prevents performance for more than thirty (30) days, either Party may terminate the affected SOW.

14.12 Creator Assignment and Substitution

RiseWorks will use commercially reasonable efforts to assign a consistent Creator or creative team to Client's account. RiseWorks reserves the right to substitute Creators at any time, provided that any substitute possesses substantially similar skills and experience.

14.13 Data Retention

RiseWorks will retain raw footage, source files, and project files in secure cold storage indefinitely, subject to data management policies and available storage capacity. After termination, Client may request copies of raw footage for a retrieval fee, provided such request is made within two (2) years of termination.

14.14 Shoot Contingencies

(a) Equipment Failure. If equipment failure prevents completion of a scheduled Creative Block, RiseWorks will either reschedule at no additional cost or provide a credit for the unused block.

(b) Weather Contingencies. If severe weather conditions prevent scheduled outdoor shooting, the shoot will be rescheduled at no additional cost and the Creative Block returned to Client's allocation.

14.15 Public Benefit Reporting

Client consents to RiseWorks' use of aggregated, non-identifying data from this engagement for annual impact reporting. RiseWorks will not disclose Client-specific data without prior written consent.

14.16 Subcontractors

RiseWorks may engage independent contractor Creators, editors, strategists, and other specialists. Any such subcontractors shall be bound by confidentiality and IP obligations substantially similar to those in these Terms.

Contact Information

RiseWorks Media, PBC
1888 Brickell Avenue
Miami, FL 33129
Email: greg@riseworks.org
Phone: 305-305-3909