These Master Service Terms (“Terms”) govern services provided by Pen Pirate Studios, LLC d/b/a Lantern House Creative (“Lantern House”) to the client identified in an applicable Statement of Work (“Client”).

Each Statement of Work (“SOW”), together with these Terms and any other document expressly incorporated into the SOW, constitutes the agreement between Lantern House and Client for the applicable services (the “Agreement”).

1. SERVICES, SCOPE, AND COMPENSATION

1.1 Services and Statement of Work

Lantern House will provide the services (“Services”) described in the applicable SOW. Each SOW will identify the Services to be provided, applicable fees, payment schedule, and other terms specific to the engagement.

1.2 Scope of Services; Additional Work

Lantern House is responsible only for the Services and deliverables expressly identified in the applicable SOW. Any services, deliverables, revisions, quantities, or other work not included in the SOW will be considered additional work and may require additional fees.

Before performing additional work, Lantern House will provide Client with a separate quote or other written description of the additional work and applicable fees. Lantern House will not proceed with such additional work without Client’s written approval, including approval provided electronically.

1.3 Project Services and Deposit

Unless otherwise stated in the applicable SOW, project-based Services require a deposit equal to fifty percent (50%) of the total project fee. The deposit is due upon execution of the SOW.

Lantern House is not required to schedule or begin project work until the deposit has been received.

1.4 Final Project Payment and Delivery

Unless otherwise stated in the applicable SOW, the remaining fifty percent (50%) of the project fee is due within five (5) calendar days after Client’s final approval or deemed acceptance under Section 4.

Lantern House may provide drafts, proofs, previews, or other materials for Client’s review before final payment. However, Lantern House is not required to release final deliverables, production-ready files, high-resolution files, publish or launch completed work, or otherwise transfer final materials to Client until all amounts due for the project have been paid in full.

1.5 Recurring Monthly Services

Recurring monthly Services will be billed in advance. The applicable SOW will state the billing date, monthly fee, Services included, and any other payment terms specific to the recurring service.

1.6 Setup and Onboarding Fees

Services requiring initial setup, onboarding, account configuration, research, planning, or similar preliminary work may require a separate setup fee as specified in the applicable SOW.

Any required setup fee must be paid in full before Lantern House is required to begin setup or onboarding work. Setup fees are separate from recurring monthly service fees unless the SOW expressly states otherwise.

1.7 Refunds

Setup fees are non-refundable once setup or onboarding work has begun. Project deposits are non-refundable once Lantern House has begun work on the applicable project. Monthly service fees are non-refundable once the applicable monthly service period has begun. Payments for completed and approved project Services are non-refundable.

These provisions are subject to any express refund right elsewhere in the Agreement and any rights or remedies that cannot lawfully be waived or modified by agreement.

1.8 Late or Failed Payments; Suspension of Services

If any payment is not received when due, Client will have five (5) calendar days from the applicable due date to bring the account current. If payment remains outstanding after that five-day period, Lantern House may suspend Services until all overdue amounts are paid.

Lantern House may, in its discretion, agree in writing to extend a payment deadline. If Client does not make payment by the agreed extended deadline, Lantern House may suspend Services beginning the following calendar day. Any such extension applies only to the specific payment for which it was granted and does not modify future payment deadlines unless Lantern House agrees otherwise in writing.

Lantern House will not be responsible for delays, missed publication dates, interrupted campaigns, changes in project timelines, or other effects reasonably resulting from a suspension of Services for nonpayment.

Termination for continued nonpayment is governed by Section 3.9.

1.9 Third-Party Costs and Expenses

Unless expressly included in the applicable SOW, Client is responsible for third-party costs and expenses associated with the Services, including, as applicable, advertising spend, printing and production costs, domains, hosting, software, subscriptions, plugins, stock photography or other licensed assets, shipping, and outside vendor costs.

Lantern House will obtain Client’s approval before incurring an additional third-party expense on Client’s behalf that was not already authorized by the SOW.

Additional terms governing third-party services and platforms are contained in Section 5.

1.10 Different Payment Terms in SOW

If an applicable SOW expressly establishes payment terms different from those stated in this Section, the payment terms in the SOW will apply to that engagement.

2. CLIENT RESPONSIBILITIES

2.1 Information and Materials

Client will provide Lantern House with the information, content, materials, files, photographs, logos, brand assets, business details, pricing, service information, and other items reasonably requested by Lantern House to perform the Services.

Client will provide requested items by any deadlines established by Lantern House or stated in the applicable SOW.

2.2 Account and Platform Access

Client will timely provide and maintain any access, permissions, credentials, or authorizations reasonably necessary for Lantern House to perform the Services, including access to applicable websites, social media accounts, business profiles, advertising accounts, email or marketing platforms, hosting accounts, domain accounts, software, and other third-party systems.

Additional terms regarding third-party accounts and platforms are contained in Section 5.

2.3 Accuracy of Client Information

Client is responsible for the completeness and accuracy of information supplied to Lantern House, including business information, pricing, offers, operating hours, contact information, products, services, promotions, factual claims, and other Client-provided content.

Client will promptly notify Lantern House of any material changes or corrections.

2.4 Rights to Client Materials

Client represents that it owns, licenses, has permission to use, or otherwise has the necessary rights to any photographs, videos, logos, copy, music, trademarks, designs, or other materials provided to Lantern House for use in connection with the Services.

Client authorizes Lantern House to use those materials as reasonably necessary to perform the Services.

2.5 Client Responses

Unless a different timeframe is stated in the applicable SOW or reasonably required by the nature of the Services, Client will respond to Lantern House’s reasonable requests for information, materials, feedback, or approval within five (5) business days.

Approval procedures and the consequences of Client-caused delays are further addressed in Section 4.

2.6 Authorized Client Contact

Client will designate a primary contact authorized to provide instructions, feedback, approvals, and other decisions on Client’s behalf.

Lantern House may rely on communications and approvals provided by the designated contact as authorized by Client. Client is responsible for resolving any internal disagreement among its owners, employees, representatives, or other stakeholders.

2.7 Inactive and Delayed Projects

If Client fails to respond to Lantern House or provide required information, materials, feedback, approval, access, or other cooperation for thirty (30) consecutive days, Lantern House may place the project on inactive status and remove it from its active production schedule.

Resumption of an inactive project will be subject to Lantern House’s then-current availability and may result in a revised project schedule.

If Client remains inactive for sixty (60) consecutive days, a restart fee equal to ten percent (10%) of the original project fee will be due before the project is returned to Lantern House’s production schedule.

Payment of the restart fee does not guarantee Client’s original position in Lantern House’s production schedule. Resumed work will be scheduled based on Lantern House’s then-current availability.

3. TERM, CANCELLATION, AND TERMINATION

3.1 Term

The term of each engagement will be stated in the applicable SOW.

For project-based Services, if no specific term is stated, the engagement will continue until the Services are completed or the Agreement is otherwise terminated in accordance with this Section.

3.2 Recurring Services and Commitment Periods

Recurring Services may be offered with different minimum commitment periods. The applicable SOW will identify Client’s selected commitment period, monthly service fee, setup fee, and any setup-fee discount associated with the selected commitment.

After completion of the initial commitment period, recurring Services will automatically continue on a month-to-month basis at the then-applicable monthly service fee unless either party provides notice of cancellation in accordance with the Agreement.

3.3 Cancellation of Project-Based Services by Client

Client may cancel project-based Services by providing written notice to Lantern House.

If Client cancels after work has begun, the project deposit will remain non-refundable. Client will also be responsible for payment for Services performed through the effective cancellation date to the extent the value of those Services exceeds amounts already paid.

Subject to Section 8 and Client’s payment obligations, Lantern House will provide Client with completed, paid-for deliverables that are otherwise deliverable under the Agreement. Lantern House is not required to release incomplete concepts, drafts, working files, or other materials not included as final deliverables.

3.4 Cancellation of Recurring Services After Commitment Period

After Client has completed the applicable initial commitment period, Client may cancel recurring Services by providing Lantern House with at least thirty (30) days’ written notice.

Recurring fees that become due during the notice period remain payable, and Lantern House will continue providing the applicable Services through the effective cancellation date, subject to the Agreement.

3.5 Early Termination of a Recurring-Service Commitment

If Client elects to terminate recurring Services before completing the minimum commitment period stated in the SOW, Client will be responsible for all fees earned or otherwise due through the effective termination date and the following:

(a) Setup Fee Adjustment. Any discount from Lantern House’s standard setup fee that Client received based on the selected commitment period will become due. The adjustment will equal the difference between the standard setup fee stated in the SOW and the setup fee actually paid by Client.

(b) Early Termination Fee. Client will also pay an early termination fee equal to one (1) monthly service fee at the rate stated in the applicable SOW.

The amounts due under this Section are intended to address the financial effect of Client’s early termination of the selected commitment and are not intended as a penalty.

3.6 Termination by Lantern House Without Client Breach

Lantern House may terminate an ongoing or recurring engagement for business or operational reasons by providing Client with at least thirty (30) days’ written notice.

Client will remain responsible for Services provided through the effective termination date but will not be responsible for recurring fees attributable to periods after termination.

Lantern House will refund any prepaid service fees attributable to Services that Lantern House will not provide after the effective termination date.

3.7 Immediate Termination for Serious Conduct

Lantern House may terminate the Agreement or an applicable SOW immediately upon written notice if Client requests or engages Lantern House to participate in unlawful, fraudulent, deceptive, or infringing activity; threatens, harasses, or abuses Lantern House or its personnel; intentionally misuses Lantern House’s work or Services; or engages in conduct that Lantern House reasonably believes would expose Lantern House to material legal liability.

3.8 Termination for Material Breach

Either party may terminate the Agreement or an applicable SOW if the other party materially breaches its obligations and, where the breach is capable of being corrected, fails to correct the breach within ten (10) calendar days after receiving written notice describing the breach.

A material breach that by its nature cannot reasonably be corrected is not subject to the ten-day cure period.

3.9 Termination for Nonpayment

Lantern House may suspend Services for nonpayment as provided in Section 1.8.

If an amount remains unpaid for thirty (30) calendar days after its original due date, Lantern House may terminate the applicable SOW or Agreement upon written notice to Client.

Termination does not eliminate Client’s obligation to pay amounts already due or otherwise payable under the Agreement.

3.10 Effect of Termination

Upon termination or cancellation, Client will pay all amounts properly due under the Agreement through the effective termination date, together with any applicable Setup Fee Adjustment or Early Termination Fee under Section 3.5.

If Lantern House terminates an engagement under Section 3.6 for reasons unrelated to Client’s breach, Client’s future payment obligations for Services that will not be provided will cease, and Lantern House will refund prepaid fees attributable to those unprovided Services.

Termination does not affect provisions of the Agreement that by their nature are intended to survive termination.

4. COMMUNICATION, APPROVALS, AND CLIENT DELAYS

4.1 Communications and Approvals

Client will provide feedback, approvals, requested changes, and other project decisions in writing, including by email or another electronic communication method used by Lantern House and Client for the engagement.

Lantern House may rely on approvals, instructions, and decisions provided by Client’s authorized contact.

Formal contractual notices are governed by Section 11.5.

4.2 Client Review and Approval

When Lantern House submits a draft, proof, design, copy, website content, marketing material, campaign, or other deliverable to Client for review or approval, Client is responsible for reviewing it carefully before approval.

Client’s review includes, as applicable, confirming the accuracy of spelling, grammar, names, contact information, pricing, dates, offers, business information, images, links, design elements, and other Client-specific content.

Client approval confirms that Client has reviewed the submitted material and authorizes Lantern House to proceed to the next applicable stage of work, production, publication, launch, or final delivery.

4.3 Revision Rounds

The number of revision rounds included with a Service or deliverable will be stated in the applicable SOW.

A revision round consists of one consolidated set of Client-requested changes submitted in response to a draft or proof.

Requests exceeding the included number of revision rounds, requests that materially change previously approved work, or requests that substantially change the original scope or direction of the project may be considered additional work under Section 1.2.

4.4 Response and Approval Deadline

Unless the applicable SOW specifies a different deadline or Lantern House identifies a shorter deadline reasonably necessary for time-sensitive Services, Client will provide requested feedback, information, revisions, or approval within five (5) business days after Lantern House’s request.

For time-sensitive Services, including scheduled advertising, promotions, social media content, print production, launches, events, or other deadline-dependent work, Lantern House may establish a shorter reasonable response or approval deadline and will communicate that deadline when requesting the applicable response or approval.

4.5 Deemed Acceptance

If Client does not provide written approval, requested revisions, or written notice identifying a material issue within the applicable review period, the submitted work may be deemed accepted by Client for purposes of moving the project forward and establishing applicable payment obligations.

Deemed acceptance does not authorize Lantern House to publish, launch, print, distribute, advertise, or otherwise make Client materials public when Lantern House has specifically informed Client that express approval is required before that action.

4.6 Effect of Final Approval

Once Client provides final approval, or a deliverable is deemed accepted under Section 4.5, the deliverable will be considered approved for purposes of completing the applicable stage of Services and determining payment due under the Agreement.

For project-based Services subject to Section 1.4, final approval or deemed acceptance triggers the remaining project balance.

4.7 Changes After Approval

Client-requested changes made after approval of a particular stage or final deliverable may require additional fees and may affect project schedules, production dates, publication dates, or other deadlines.

Lantern House will obtain Client’s approval of any additional charges before performing billable work outside the agreed scope.

4.8 Client-Caused Delays

Lantern House will not be responsible for delays caused by Client’s failure to timely provide information, materials, access, feedback, revisions, approvals, or other required cooperation.

Any affected schedule, deadline, launch date, publication date, production date, or delivery date may be reasonably extended or rescheduled.

A Client-caused delay does not require Lantern House to hold Client’s original place in its production schedule. When work can resume, Lantern House may reschedule the affected Services based on its then-current availability.

4.9 Recurring Services and Missed Deadlines

For recurring Services, Client’s failure to provide required information, materials, access, feedback, or approvals by the applicable deadline does not suspend Client’s payment obligations or automatically extend the applicable service period.

Work that cannot reasonably be completed during the applicable service period because of a Client-caused delay will not automatically roll over or accumulate for future use unless Lantern House agrees otherwise in writing.

4.10 Extended Client Inactivity

Client inactivity lasting thirty (30) or more consecutive days is subject to Section 2.7, including removal from Lantern House’s active production schedule.

Client inactivity lasting sixty (60) consecutive days may result in the ten percent (10%) restart fee provided in Section 2.7.

5. THIRD-PARTY SERVICES AND PLATFORMS

5.1 Client Accounts and Ownership

In performing the Services, Lantern House may create, configure, manage, or access accounts with third-party platforms and service providers on Client’s behalf.

When practical, accounts established specifically for Client’s business will be created or maintained so that Client has appropriate ownership, administrative access, or control.

When Client needs Lantern House to establish an account on Client’s behalf, Lantern House may complete the initial account creation and configuration and provide Client with appropriate ownership or administrative access. Lantern House may retain administrative or other access reasonably necessary to perform ongoing Services.

Client remains responsible for maintaining its own access to and control of Client-owned accounts.

5.2 Existing Accounts and Access

Client will provide Lantern House with the access, permissions, authorizations, and information reasonably necessary to perform Services involving Client’s existing third-party accounts or platforms.

Client is responsible for maintaining such access as required for the Services.

5.3 Third-Party Availability and Changes

Lantern House does not control third-party platforms, software, service providers, or vendors and is not responsible for outages, service interruptions, algorithm changes, policy changes, feature changes or removals, API changes, account restrictions or suspensions, changes in platform functionality, or other acts or omissions of third parties outside Lantern House’s reasonable control.

Lantern House may reasonably modify its methods or the manner in which Services are performed when necessary to respond to changes made by a third-party platform or provider, provided those modifications do not materially change the scope of Services agreed to in the applicable SOW.

5.4 Platform Restrictions and Continuing Services

A third-party outage, restriction, suspension, or other disruption does not automatically suspend Client’s recurring payment obligations when Lantern House remains able to perform the contracted Services or reasonably related work within the agreed scope.

Lantern House will make reasonable efforts to adapt its work or assist Client with issues affecting the Services when appropriate.

If a third-party issue outside either party’s reasonable control makes a material portion of the contracted Services impossible to perform for an extended period, Lantern House and Client will work in good faith to determine an appropriate adjustment to the affected Services, schedule, or fees.

5.5 Third-Party Terms and Policies

Client is responsible for complying with the terms, policies, guidelines, and requirements applicable to Client’s use of third-party platforms and services, including requirements relating to Client’s products, services, advertising claims, promotions, business practices, and content.

Lantern House is not responsible for Client’s violation of third-party terms or policies.

5.6 Third-Party Purchases and Pricing

As provided in Section 1.9, Client is responsible for third-party costs and expenses unless expressly included in the applicable SOW.

With Client’s approval, Lantern House may purchase or arrange third-party products or services on Client’s behalf. Client will either pay the third party directly or reimburse Lantern House as specified in the applicable SOW, quote, or other written approval.

Third-party prices may change during an engagement. If an increase affects an expense paid by or passed through to Client, Lantern House will provide reasonable notice after becoming aware of the change. Client will be responsible for the increased third-party cost unless otherwise agreed in writing.

5.7 Third-Party Errors and Delays

Lantern House will use reasonable care when coordinating with third-party vendors and providers and will reasonably assist Client in addressing third-party problems affecting the Services.

However, Lantern House is not responsible for a third party’s errors, delays, failures, outages, defective products, missed deadlines, or other acts or omissions except to the extent Lantern House’s own acts or omissions caused or materially contributed to the problem.

5.8 Client-Selected Vendors and Services

If Client requests, requires, or directs Lantern House to use a particular third-party vendor, platform, product, or service, Client accepts the risks and limitations associated with that selection.

Lantern House is not responsible for the performance, availability, quality, security, pricing, policies, or continued operation of a third party selected by Client.

5.9 Account Security and Credentials

Client is responsible for maintaining secure passwords, multi-factor authentication, recovery information, and other security measures for Client-owned accounts.

Client should maintain independent access to and recovery methods for its accounts and should not rely solely on Lantern House for account access.

Lantern House will use reasonable care to safeguard credentials, access permissions, and other account information entrusted to it and will use such access only as reasonably necessary to provide the Services.

6. MARKETING RESULTS AND DISCLAIMERS

6.1 Performance of Services

Lantern House will perform the Services described in the applicable SOW in a professional and workmanlike manner, using reasonable care and skill consistent with generally accepted practices for the applicable Services.

Lantern House is responsible for performing the agreed Services but does not guarantee any particular business or marketing outcome unless an express written guarantee is specifically stated in the applicable SOW.

6.2 No Guarantee of Marketing Results

Client acknowledges that marketing results are influenced by numerous factors outside Lantern House’s control, including Client’s products and services, pricing, reputation, customer experience, competition, market conditions, seasonality, consumer behavior, advertising budgets, geographic market, platform algorithms and policies, search-engine changes, and Client’s own business operations.

Accordingly, Lantern House does not guarantee any particular number or level of leads, inquiries, appointments, customers, sales, conversions, followers, engagement, impressions, website visitors, search-engine rankings, advertising performance, revenue, profit, return on investment, or other business or marketing result.

6.3 Strategy, Recommendations, Estimates, and Performance Targets

Lantern House may provide Client with marketing strategies, recommendations, forecasts, projections, estimates, benchmarks, goals, key performance indicators (“KPIs”), targets, or anticipated results based on available information, professional experience, historical information, industry information, or third-party data.

Unless expressly identified in writing as a guarantee, such information constitutes planning guidance, objectives, or measurement tools and is not a promise or guarantee of future performance.

6.4 Search Engine Optimization and Rankings

When Services include search engine optimization, local search optimization, website optimization, Google Business Profile support, or similar Services, Lantern House will perform the activities identified in the applicable SOW but does not guarantee a particular search-engine ranking, position, amount of organic traffic, visibility level, or timeframe for achieving results.

Search engines and other third-party platforms independently determine rankings, visibility, indexing, and placement and may change their algorithms, policies, features, or practices without notice.

6.5 Social Media and Audience Growth

When Services include social media management, content creation, posting, audience development, or related Services, Lantern House does not guarantee a particular number of followers, impressions, views, engagements, inquiries, leads, or sales.

Client acknowledges that audience response and platform distribution are affected by factors outside Lantern House’s control.

6.6 Paid Advertising

When Services include paid advertising, Lantern House will manage or support advertising activities as described in the applicable SOW.

Lantern House does not guarantee approval of any advertisement by a third-party platform or any particular advertising cost, reach, impressions, clicks, leads, conversions, sales, return on advertising spend, or other result.

Advertising budgets and media spend are separate from Lantern House’s service fees unless expressly stated otherwise in the applicable SOW.

6.7 Client Business Decisions

Client retains responsibility for business decisions made in connection with Lantern House’s Services, including decisions concerning pricing, products, services, staffing, inventory, budgets, promotions, offers, customer service, and whether to implement Lantern House’s recommendations.

Lantern House is not responsible for business results attributable to Client’s decisions, operations, failure to implement agreed recommendations, or matters otherwise outside Lantern House’s reasonable control.

6.8 Reporting and Third-Party Data

Lantern House may provide reports or performance information using data supplied by third-party platforms, analytics tools, advertising platforms, search engines, or other sources.

Lantern House will use reasonable care in preparing its reporting but does not independently control or guarantee the accuracy, completeness, availability, or continued methodology of data supplied by third parties.

6.9 No Guarantee Created by Past Performance

Results achieved for Client during an earlier period, or results achieved for another Lantern House client, do not guarantee that the same or similar results will occur in the future.

Case studies, examples, testimonials, portfolio materials, or discussions of prior results are illustrative and do not constitute a guarantee of Client’s results.

7. CONFIDENTIALITY

7.1 Confidential Information

In connection with the Services, either party may receive or have access to nonpublic or confidential information belonging to the other party (“Confidential Information”).

Confidential Information includes, as applicable, nonpublic business plans, strategies, pricing, financial information, customer and prospect information, customer lists, lead information, marketing plans, unpublished campaigns and materials, passwords and account credentials, proprietary processes and materials, and other information that a reasonable person would understand to be confidential given the nature of the information or circumstances of its disclosure.

7.2 Protection and Permitted Use

Each party will use reasonable care to protect the other party’s Confidential Information and will use such information only as reasonably necessary to perform, receive, administer, or enforce the Services and Agreement.

7.3 Permitted Disclosures

A party may disclose Confidential Information to its employees, contractors, freelancers, professional advisers, and service providers who reasonably need access to the information for purposes related to the Agreement, provided such persons are subject to appropriate confidentiality obligations or professional duties of confidentiality.

7.4 Client Customer and Lead Information

If Lantern House receives access to Client’s customer lists, prospect information, lead information, form submissions, email lists, CRM information, or similar nonpublic customer data in connection with the Services, Lantern House will use such information only as reasonably necessary to provide the Services or as otherwise authorized by Client.

7.5 Exclusions

Confidential Information does not include information that the receiving party can reasonably demonstrate:

(a) is or becomes publicly available through no breach of the Agreement;

(b) was lawfully known to the receiving party without an obligation of confidentiality before disclosure;

(c) is independently developed without use of the other party’s Confidential Information; or

(d) is lawfully received from a third party authorized to disclose it. 

7.6 Required Disclosure

A party may disclose Confidential Information when required by applicable law, regulation, subpoena, court order, or other lawful governmental requirement.

When legally permitted and reasonably practical, the receiving party will provide the other party with reasonable notice before making the required disclosure so the other party may seek appropriate protection.

7.7 Return or Deletion

Upon reasonable written request following completion or termination of the applicable Services, each party will reasonably return or delete the other party’s Confidential Information in its possession or control, except for information retained in routine backup or archival systems or retained as reasonably necessary for legal, tax, accounting, insurance, recordkeeping, or compliance purposes.

Any retained Confidential Information will remain subject to this Section.

7.8 Duration

The obligations in this Section apply during the Agreement and for three (3) years following its termination or expiration.

Confidential Information constituting a trade secret under applicable law will remain protected for as long as the information continues to qualify for trade-secret protection under applicable law.

8. INTELLECTUAL PROPERTY AND OWNERSHIP

8.1 Client Materials

Client retains ownership of all materials, content, trademarks, logos, photographs, videos, data, and other intellectual property supplied by Client to Lantern House (“Client Materials”).

Client grants Lantern House a limited right to use, reproduce, modify, and otherwise work with Client Materials as reasonably necessary to perform the Services.

8.2 Ownership of Final Custom Deliverables

Subject to Sections 8.3 through 8.8 and upon Lantern House’s receipt of full payment for the applicable Services, Client will own the final approved custom deliverables created specifically for Client and identified as deliverables in the applicable SOW, including, as applicable, custom logos, brand identity materials, graphics, print designs, marketing content, copy, and other Client-specific creative work.

8.3 Lantern House Materials

Lantern House retains ownership of its pre-existing materials and any reusable or general-purpose materials, tools, templates, processes, frameworks, methodologies, workflows, strategies, systems, design systems, know-how, techniques, internal resources, and similar intellectual property used or developed in connection with the Services (“Lantern House Materials”).

To the extent Lantern House Materials are incorporated into a final deliverable owned by Client, Client may use those materials as incorporated into the final deliverable but does not acquire ownership of the underlying Lantern House Materials or the right to separately reproduce, distribute, sell, license, or commercially exploit them.

8.4 Drafts, Concepts, and Working Materials

Unless expressly included as a deliverable in the applicable SOW, Lantern House retains ownership of preliminary concepts, unused or rejected concepts, drafts, mockups, working materials, exploratory designs, creative directions, and other materials not selected or delivered as final approved deliverables.

8.5 Source and Editable Files

Client’s purchase of a final deliverable does not automatically include source files, native files, editable working files, internal production files, or other working materials used to create the deliverable.

Such files will be provided only when expressly included in the applicable SOW or otherwise agreed to in writing.

Final production-ready files specifically identified as deliverables in the SOW are not excluded merely because they permit ordinary use, reproduction, or production of the final work.

8.6 Websites and Digital Properties

Upon full payment, Client will own the Client-specific content and custom creative elements created by Lantern House for Client’s website to the extent those materials are eligible for transfer under this Section.

Client does not acquire ownership of Lantern House Materials or third-party software, platforms, themes, plugins, templates, fonts, stock assets, code, licenses, or other third-party components used to create, host, operate, or maintain the website.

Lantern House may use third-party website software, platforms, licenses, subscriptions, or other services that require periodic payment or renewal. The applicable SOW will identify any such third-party website service or subscription included with the engagement and, where applicable, the period for which it is included.

If Lantern House prepays a third-party website service or software subscription for a specified period, Client’s payment for the applicable Lantern House service does not create a perpetual license or obligation for Lantern House to continue paying that third-party cost after the included period.

For a standalone or one-time website project, Client will be responsible for renewing or replacing any required third-party website software, platform, hosting, license, or subscription after the period included in the SOW. Failure to renew a required third-party service may affect the functionality, availability, editability, hosting, or continued operation of the website.

For recurring Lantern House packages that include applicable website software or services, the cost may be included in the package fee as stated in the SOW. If the recurring Service ends, continued use of a third-party service will be subject to the applicable provider’s requirements and any transition or renewal terms stated in the SOW.

8.7 Third-Party Materials

Third-party materials incorporated into or used in connection with the Services, including fonts, stock photography, stock video, software, plugins, themes, templates, licensed graphics, and similar assets, remain subject to the ownership rights and license terms of their respective owners.

Lantern House cannot transfer ownership or rights that it does not possess. Client agrees to comply with third-party license terms applicable to materials delivered or made available to Client.

8.8 Transfer Conditioned on Full Payment

Any transfer of ownership or other rights to Client under this Section is conditioned upon Lantern House’s receipt of full payment of all amounts due for the applicable Services.

Client may review drafts, proofs, and preliminary materials before final payment, but such review does not transfer ownership of those materials.

8.9 Portfolio and Promotional Use

Subject to Lantern House’s confidentiality obligations under Section 7 and any restriction under Section 8.10, Client grants Lantern House a nonexclusive, worldwide, royalty-free license to display, reproduce, identify, and discuss final deliverables that have been publicly released or approved by Client for public release for purposes of Lantern House’s portfolio, website, social media, proposals, presentations, case studies, award submissions, and other reasonable business-development or promotional activities.

Lantern House will not disclose Client’s Confidential Information in connection with such use.

8.10 Confidential or Embargoed Work

If Client requires particular work to remain confidential or unpublished, the parties may agree to such restriction in the applicable SOW or another written agreement.

Any such restriction will control over Lantern House’s portfolio rights under Section 8.9 to the extent expressly stated.

8.11 Client or Third-Party Modifications

After delivery, Lantern House is not responsible for alterations, modifications, adaptations, misuse, or other changes made to a deliverable by Client or a third party without Lantern House’s involvement.

Such modifications may affect the appearance, functionality, quality, performance, or effectiveness of the original deliverable.

9. PHOTOGRAPHY, VIDEO, AND RECORDING

9.1 Applicability

This Section applies only when the Services include photography, videography, audio recording, interviews, testimonials, content capture, or similar services involving the recording of persons, property, products, or other subject matter.

9.2 Authorization to Capture Content

When applicable to the Services, Client authorizes Lantern House to photograph, film, record, and otherwise capture Client, Client’s business location, products, services, and other subject matter agreed upon for purposes of performing the Services.

9.3 Participants and Releases

Client is responsible for obtaining appropriate permission from employees, representatives, customers, models, participants, or other persons whom Client specifically requests, directs, or arranges to appear in photographs, video, audio, testimonials, or other recorded content, unless the applicable SOW expressly states that Lantern House will obtain such permission.

Lantern House may require an individual participant to execute a separate release before Lantern House captures or uses that participant’s name, image, likeness, voice, testimonial, or other personal attributes for commercial or advertising purposes.

9.4 Minors

Client will notify Lantern House before arranging for an identifiable minor to intentionally participate in content created as part of the Services.

Appropriate consent from the minor’s parent or legal guardian must be obtained before the minor’s name, image, likeness, voice, or recording is used for Client’s commercial or advertising purposes.

Lantern House may require a separate parent or guardian release before photographing, filming, recording, publishing, or otherwise using content featuring an identifiable minor.

9.5 Use for Client Services

Subject to any required permissions or releases, Lantern House may edit, reproduce, adapt, publish, display, and otherwise use captured materials as reasonably necessary to create and provide the deliverables and Services described in the applicable SOW, including websites, social media content, advertisements, print materials, marketing materials, and other agreed uses.

9.6 Lantern House Portfolio Use

Lantern House’s use of completed photography, video, recordings, or related deliverables for its own portfolio and promotional purposes is governed by Sections 7 and 8.

9.7 Raw and Unedited Materials

Unless expressly included in the applicable SOW, raw or unedited photographs, video footage, audio recordings, unused takes, project files, and other working materials are not included as Client deliverables and remain Lantern House Materials.

9.8 Creative and Editing Discretion

Subject to the applicable SOW and Client’s revision and approval rights under Section 4, Lantern House may exercise reasonable professional and creative discretion regarding image selection, editing, cropping, color correction, sequencing, audio editing, and similar production decisions.

9.9 Client-Supplied Media

Photographs, videos, audio recordings, testimonials, and other media supplied by Client are Client Materials subject to Sections 2.4 and 8.1.

Client is responsible for having the rights and permissions necessary for Lantern House to use those materials as requested by Client.

9.10 No Unrelated Third-Party Commercial Licensing

Unless separately authorized in writing by the applicable person or rights holder, Lantern House will not sell or license a person’s name, image, likeness, voice, or recording to an unrelated third party for that third party’s independent advertising or commercial use merely because the material was created in connection with the Services.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Client Indemnification

Client will defend, indemnify, and hold harmless Lantern House and its owners, employees, contractors, and representatives from third-party claims, demands, actions, damages, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to:

(a) Client Materials or other content, information, instructions, claims, representations, products, or services supplied or approved by Client;

(b) an allegation that Client Materials or Client-directed use of a deliverable infringes or violates a third party’s copyright, trademark, privacy, publicity, or other rights;

(c) Client’s failure to obtain permissions, licenses, releases, or authorizations for which Client is responsible under the Agreement;

(d) Client’s unlawful, fraudulent, deceptive, or unauthorized conduct; or

(e) Client’s modification or use of a deliverable in a manner not authorized by or contemplated under the Agreement. 

Client’s obligations under this Section will not apply to the extent a claim results from Lantern House’s negligence, willful misconduct, or breach of the Agreement.

10.2 Indemnification Procedure

Lantern House will provide Client with reasonably prompt notice of a claim for which indemnification is sought and will reasonably cooperate in the defense of the claim at Client’s expense.

Client may control the defense and settlement of the claim with counsel reasonably acceptable to Lantern House.

Client may not settle a claim in a manner that requires Lantern House to admit liability or wrongdoing, pay an amount not covered by Client’s indemnification obligation, undertake a material continuing obligation, or surrender a material right without Lantern House’s prior written consent.

10.3 Exclusion of Certain Damages

To the fullest extent permitted by applicable law, Lantern House will not be liable to Client for indirect, incidental, special, exemplary, punitive, or consequential damages arising out of or relating to the Agreement or Services, including loss of profits, revenue, business opportunities, goodwill, or anticipated savings, regardless of the legal theory asserted and even if Lantern House has been advised of the possibility of such damages.

10.4 Limitation of Liability

To the fullest extent permitted by applicable law, Lantern House’s aggregate liability arising out of or relating to an applicable SOW, the Services provided under that SOW, or the Agreement as it relates to that SOW will not exceed the Lantern House service fees actually paid by Client under the applicable SOW during the twelve (12) months immediately preceding the event giving rise to the claim.

If the applicable engagement has existed for less than twelve (12) months at the time of the event giving rise to the claim, the limitation will be based on the Lantern House service fees actually paid under the applicable SOW before that event.

10.5 Exclusion of Third-Party Costs from Liability Cap

For purposes of calculating the limitation in Section 10.4, “Lantern House service fees” do not include advertising or media spend, printing or production expenses, postage or shipping, hosting charges, software or subscription costs, licensing fees, vendor charges, or other third-party expenses paid or reimbursed by Client, even if those amounts were paid through Lantern House.

10.6 Application of Limitations

The limitations and exclusions in this Section apply to the fullest extent permitted by applicable law and regardless of whether a claim is asserted in contract, tort, negligence, strict liability, or another legal theory. The limitations and exclusions in Sections 10.3 through 10.5 do not apply to the extent liability results from Lantern House’s gross negligence or willful misconduct.

Nothing in the Agreement is intended to exclude or limit liability to the extent such liability cannot lawfully be excluded or limited.

10.7 Survival

The indemnification obligations and limitations of liability in this Section survive expiration or termination of the Agreement to the extent applicable to acts, omissions, Services, or circumstances occurring during the Agreement.

11. GENERAL LEGAL TERMS

11.1 Independent Contractor

Lantern House is an independent contractor and not an employee, partner, joint venturer, or agent of Client.

Nothing in the Agreement creates an employment, partnership, joint venture, fiduciary, or similar relationship between the parties or gives either party authority to bind the other except as expressly authorized in writing.

11.2 Subcontractors

Lantern House may use employees, independent contractors, freelancers, vendors, or other service providers in performing the Services.

Lantern House remains responsible for the Services it has agreed to provide under the applicable SOW.

11.3 Assignment

Client may not assign or transfer the Agreement or an SOW without Lantern House’s prior written consent.

Lantern House may assign the Agreement in connection with a merger, reorganization, sale, or transfer of all or substantially all of the business or assets associated with the Services.

11.4 Force Majeure

Neither party will be responsible for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, severe weather, governmental actions, widespread internet or utility failures, labor disruptions, or similar events.

This Section does not excuse payment obligations already incurred.

11.5 Formal Notices

Formal notices required under the Agreement, including notices of cancellation, termination, or breach, may be provided by email to the applicable email address identified in the SOW or subsequently designated in writing.

Notice will be effective when sent, provided the sender does not receive notice that delivery failed.

Ordinary project communications, approvals, feedback, and instructions are governed by Section 4 and do not need to satisfy this Section unless they also constitute a formal notice under the Agreement.

11.6 Governing Law and Venue

The Agreement will be governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Any legal proceeding arising out of or relating to the Agreement will be brought in a court of competent jurisdiction in Polk County, Florida, unless applicable law requires otherwise.

11.7 Master Terms and Version

Each SOW will incorporate the version of these Lantern House Creative Master Service Terms identified by the effective date or version stated in or linked from the SOW.

Changes to the Master Service Terms posted after Client accepts an SOW will not modify that existing engagement unless the parties subsequently agree to the updated terms in writing or a subsequent renewal or SOW expressly incorporates the updated version.

11.8 Electronic Acceptance and Counterparts

The Agreement and any SOW may be executed or accepted electronically and in counterparts, each of which will be treated as an original and together will constitute one agreement.

11.9 Entire Agreement; Order of Precedence

The applicable SOW, these Master Service Terms, and any other document expressly incorporated into them constitute the entire agreement concerning the applicable Services and supersede prior discussions, proposals, representations, or understandings concerning those Services.

If an SOW expressly establishes a term that differs from these Master Service Terms, the SOW will control with respect to that specific term and engagement.

11.10 Amendments and Waiver

Except as expressly provided regarding an SOW or incorporation of updated Master Service Terms, an amendment to the Agreement must be agreed to in writing by both parties.

A party’s failure or delay in enforcing a provision does not waive its right to enforce that provision or another provision later.

11.11 Severability

If any provision of the Agreement is found invalid, illegal, or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by applicable law.

11.12 Survival

Provisions that by their nature are intended to continue after expiration or termination of the Agreement will survive, including applicable payment obligations, confidentiality obligations, intellectual property and ownership provisions, portfolio rights, indemnification obligations, limitations of liability, and other provisions expressly stated to survive.