Terms and Conditions of Service

Last Amended: September 25, 2026

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.

a) You agree to pay all fees specified according to the payment instructions in the invoice,

purchase order, or other written document.

b) If no payment terms are specified, payment is due within thirty (30) days of the date the

invoice is sent to You.

c) Past due amounts will accrue interest at 1.5% per month (18% per annum) or the

maximum permitted by law, whichever is less. The parties agree that such interest

represents a reasonable estimate of the costs and damages resulting from late payment

and is not intended as a penalty.

d) 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:

a) Client’s use of Services or Deliverables;

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

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

d) Client’s breach of these Terms.

THIS INDEMNITY APPLIES EVEN IF CAUSED BY FAMBO'S OWN NEGLIGENCE,

EXCLUDING FAMBO'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8. 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.

9. Intellectual Property; License to Use Deliverables.

a) 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.

b) 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. The license granted herein is revocable by FAMBO at any time and

shall be subject to the term agreed upon by the parties in writing. The parties may agree

to additional license renewals pursuant to a separate written agreement.

c) 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.

d) 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.

e) FAMBO may include a production credit in the Deliverables where industry custom

permits.

10. 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.

11. Cancellation. Client cancellations within five (7) 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.

The parties agree that such cancellation fee represents a reasonable estimate of the costs and

damages resulting from late cancellation and is not intended as a penalty. You shall remain

responsible for all non-cancellable third-party costs, committed crew fees, travel expenses, and

rental fees incurred prior to cancellation.

12. 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.

13. 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.

14. 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.

15. 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.

16. Notices. Any notice under these Terms shall be sent by email or by mail to a provided address, if

provided. Notice shall be deemed received two (2) business days after successful transmission of

email or mailing.

17. Entire Agreement; Amendments. These Terms, together with any statement of work, proposal,

or other written agreement between the parties, constitute the entire agreement regarding the

subject matter and supersede all prior understandings. In the event of a conflict, these Terms

govern unless the additional agreement expressly states otherwise and is signed by both parties.

FAMBO may amend these Terms upon thirty (30) days’ written notice. Client’s continued use of

Services after the effective date of any amendment constitutes acceptance. However, amendments

to the following require Client’s written consent: (a) Payment Terms (Section 3); (b) Limitation of

Liability (Section 6); (c) Indemnification (Section 7); and (d) Intellectual Property and Licensing

(Sections 9 and 10). If Client does not accept an amendment, Client may either terminate by

written notice before the amendment takes effect or continue to be governed by the Terms in

effect prior to such amendment. If FAMBO does not provide notice of an amendment to Client,

the amendment does not apply to that Client and the parties’ agreement continues under the Terms

then in effect. In all cases, Client remains responsible for payment for Services performed.