Terms and Conditions of Service

1. Acceptance of Terms. By engaging FAMBO, LLC (“FAMBO”), including, without limitation, through written acceptance, payment of an invoice or purchase order, or by the provision of any services or deliverables by FAMBO, you (“Client” or “You”) agree to these Terms and Conditions of Service (“Terms”) in full.

2. Services and Deliverables. FAMBO will provide services as agreed in writing (“Services”). Scope, deliverables, and timing are defined in the applicable proposal, invoice, statement of work, or similar document. “Deliverables” means only the final edited and approved creative materials expressly identified in writing as deliverables, and excludes raw footage, unused footage, outtakes, project files, source files, working drafts, and underlying production materials unless otherwise agreed in writing.

3. Payment Terms.

3. You agree to pay all fees specified according to the payment instructions in the invoice, purchase order, or other written document.

4. If no payment terms are specified, payment is due within thirty (30) days of the date the invoice is sent to You.

5. Past due amounts will accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is less.

6. You waive the right to withhold or offset payment for any reason.

4. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR FAMBO'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, FAMBO’S TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICES, DELIVERABLES, OR THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM. UNDER NO CIRCUMSTANCES SHALL FAMBO BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES. FAMBO SHALL NOT BE LIABLE FOR DELAYS OR FAILURE TO PERFORM CAUSED BY EVENTS BEYOND ITS REASONABLE CONTROL.

5. Insurance. You are responsible for maintaining adequate insurance coverage for the location and personnel. FAMBO is not responsible for loss or damage to Client property except to the extent caused by FAMBO’s gross negligence or willful misconduct.

6. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN WRITING, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” FAMBO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Indemnification. You agree to indemnify, defend, and hold harmless FAMBO and its agents, employees, contractors, and affiliates from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Client’s use of Services or Deliverables;

• Any injury, loss, or damage occurring on location during performance of Services;

• Any claim that Client-provided materials infringe third-party rights;

• Client’s breach of these Terms.

8. THIS INDEMNITY APPLIES EVEN IF CAUSED BY FAMBO'S OWN NEGLIGENCE, EXCLUDING FAMBO'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9. Equipment and Property. You are responsible for damage to any equipment owned, rented, or operated by FAMBO that occurs during or in connection with the provision of Services by You or your representatives. You agree to reimburse FAMBO for repair or replacement costs upon demand.

10. Intellectual Property; License to Use Deliverables.

• FAMBO retains all rights, title, and interest in the Deliverables and in all pre-existing intellectual property, methodologies, tools, software, materials, and content used to perform Services, and no rights, title, or interest in or to any of the foregoing are transferred or assigned to Client under these Terms, whether upon payment or otherwise.

• Upon full payment of all amounts due, FAMBO grants Client a non-exclusive, non-transferable, worldwide, royalty-free license to use the Deliverables, including in Client's own marketing, advertising, website, and social media promotion of its business, solely for Client's own internal or business purposes, excluding any right to resell, sublicense, or repurpose the Deliverables for a separate commercial offering (i.e., an offering in which the Deliverables themselves, rather than Client's underlying goods or services, are the product being sold), unless otherwise agreed in writing. Ownership of the Deliverables, including all copyrights and other intellectual property rights therein, remains with FAMBO at all times.

• An outright assignment or buyout of FAMBO's rights, title, and interest in the Deliverables (a “Buyout”) is available only pursuant to a separate written agreement expressly identified as a Buyout and signed by both parties, and upon payment of an additional fee to be agreed by the parties at the time of the Buyout, which FAMBO may set in its sole discretion based on the scope and intended use of the Buyout. Absent such a signed Buyout agreement, Client acquires only the license rights described in Section 9(b), and nothing in these Terms obligates FAMBO to agree to any Buyout on any particular terms.

• FAMBO retains the right to use the Deliverables in its own marketing, portfolio, website, social media, and promotional materials, unless otherwise expressly agreed in writing.

• FAMBO may include a production credit in the Deliverables where industry custom permits.

11. Client Materials. You will ensure all materials, content, logos, trademarks, music, and third-party elements provided to FAMBO (“Client Materials”) are properly licensed and cleared for use, including for FAMBO's use as contemplated in this Section 10. You grant FAMBO a license to use the Client Materials, including any names, logos, trademarks, and other marks contained therein, both for the purpose of performing the Services and for FAMBO's own marketing, portfolio, website, social media, and promotional purposes in connection with the Deliverables, subject to Section 9(d). You represent and warrant that You have obtained all rights, licenses, consents, and clearances necessary to grant the foregoing license and that FAMBO's use of the Client Materials as permitted herein will not infringe or violate any third-party rights.

12. Cancellation. Client cancellations within five (5) days of a scheduled shoot or project are subject to payment of all non-recoverable expenses and a cancellation fee of 20% of the total project fee. You shall remain responsible for all non-cancellable third-party costs, committed crew fees, travel expenses, and rental fees incurred prior to cancellation.

13. Confidentiality. You agree to keep confidential any proprietary or business-sensitive information disclosed by FAMBO, and not to use or disclose such information except as required by law.

14. Governing Law; Venue. These Terms shall be governed by and interpreted under the laws of the State of Texas without regard to conflict of law principles. Any dispute shall be resolved in the state or federal courts located in Dallas County, Texas.

15. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

16. Survival. The provisions regarding payment, limitation of liability, indemnification, intellectual property, licensing (including the Buyout mechanism in Section 9), confidentiality, and governing law survive completion or termination of Services.

17. Entire Agreement; Amendments. These Terms constitute the entire agreement between the parties regarding the subject matter and supersede all prior understandings. Any amendment must be in writing and signed by both parties.