Brand Story Machine, LLC

Client Services Agreement

REVIEW COPY - NO SIGNATURE REQUIRED

This Client Services Agreement (“Agreement”) is between Brand Story Machine, LLC (“BSM”) and the client identified in Exhibit A (“Client”).

This Agreement sets out the standard terms governing services provided by BSM. The specific services, deliverables, timing, and fees for an engagement are described in Exhibit A – Scope of Services, which is incorporated into and forms part of this Agreement.

By signing this Agreement, Client agrees to the terms of this Agreement and the attached Exhibit A.

1. Services

BSM will provide the services described in Exhibit A.

BSM and Client may agree to additional or modified services by updating or replacing Exhibit A in writing.

For future engagements, the parties may execute a new Exhibit A without signing a new Client Services Agreement unless otherwise agreed.

If Exhibit A conflicts with this Agreement, Exhibit A will control with respect to the scope, deliverables, timing, and fees for that engagement. This Agreement will control in all other respects.

2. Getting Started

To begin an engagement, Client must:

• sign or otherwise accept this Agreement and Exhibit A;

• pay the fee stated in Exhibit A;

• schedule the workshop or working session;

• provide the name, title, and email address of each participant; and

• provide URLs for at least two relevant competitors or marketplace examples.

BSM will provide an invitation template explaining the initiative and will send participant surveys, reminders, and related communications.

3. Client Responsibilities

Client will take the lead on scheduling the workshop or working session and identifying the appropriate participants.

At least 80% of participants must complete the BSM survey at least two business days before the session.

Client must also provide URLs for at least two relevant competitors or marketplace examples at least two business days before the session.

These inputs are important to the quality of the work. If Client does not meet these requirements, BSM may reschedule the session or proceed using the information available. Client understands that incomplete or late inputs may affect the quality or completeness of the deliverables.

4. Fees and Payment

Fees for each engagement are stated in Exhibit A.

Unless Exhibit A states otherwise, full payment is required before BSM sends participant surveys or begins the engagement.

Services outside the agreed scope require written approval and may be billed at BSM’s then-current consulting rate.

5. Rescheduling, Cancellation, and Refunds

Client may reschedule a workshop or working session up to two times without charge by providing at least three business days’ notice for each request.

Other rescheduling requests will be considered case by case and may require an additional fee.

Refund requests will be considered case by case. Any refund may be reduced to account for work already completed and costs already incurred.

Failure to attend a scheduled session does not entitle Client to a refund.

If BSM cancels a session and the parties cannot agree on a replacement date, BSM will refund fees paid for services not provided.

6. Deliverables and Revisions

Deliverables for each engagement are described in Exhibit A.

Unless Exhibit A states otherwise, Client may request one consolidated round of reasonable revisions within 10 business days after receiving the final deliverables.

Additional revisions, workshops, or consulting are available at $175 per hour, subject to availability.

7. Ownership

After Client has paid all applicable fees, Client owns the final deliverables created specifically for Client.

BSM retains ownership of its pre-existing and underlying processes, workshop materials, frameworks, questions, templates, prompts, methodologies, systems, tools, and know- how.

BSM may continue to use and improve those materials, provided it does not disclose Client’s confidential information.

8. Confidentiality

Each party will protect the other party’s nonpublic business information and use it only for purposes of the engagement.

This obligation does not apply to information that:

• is or becomes publicly available through no breach of this Agreement;

• was already lawfully known to the receiving party;

• is independently developed without using the other party’s confidential information;

• is lawfully received from another source; or

• must be disclosed by law.

9. Survey Responses and Privacy

BSM will collect survey responses directly from participants. Individual responses will be accessible to the BSM facilitator for purposes of preparing for and conducting the engagement.

BSM will not provide Client with responses attributed to specific participants. At Client’s request, BSM may provide responses or summaries in an aggregated or anonymized form that does not identify individual participants.

Client confirms that it has permission to provide BSM with participant names, titles, email addresses, and other information submitted for the engagement.

BSM will handle personal information in accordance with its Privacy Policy, available at: www.brandstorymachine.com/privacypolicy

10. AI and Third-Party Tools

BSM may use artificial intelligence and other third-party tools to support research, analysis, organization, drafting, and delivery of the engagement.

BSM will apply its own professional judgment to final strategy and messaging deliverables.

11. Client Review and Results

Client is responsible for reviewing, approving, and implementing the deliverables and for confirming that any statements or claims it uses publicly are accurate and legally appropriate.

BSM provides brand strategy and messaging recommendations, not legal, financial, accounting, or investment advice.

BSM does not guarantee any particular business, marketing, sales, recruiting, fundraising, or financial result.

12. Client References, Portfolio, and Testimonials

BSM may identify Client as a client and provide a general, nonconfidential description of the engagement on its website, in its portfolio, presentations, proposals, social media, and other marketing materials.

BSM will not publish or display Client’s deliverables, confidential information, logos, trademarks, or testimonials without Client’s prior written permission.

13. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, or consequential damages arising from this Agreement or an engagement.

BSM’s total liability relating to an engagement will not exceed the amount Client paid BSM for that engagement.

These limitations do not apply to liability that cannot legally be limited or excluded.

14. Term and Future Engagements

This Agreement begins when signed by Client and accepted by BSM through commencement of the engagement, and will remain in effect until terminated by either party in writing.

Termination will not affect obligations relating to services already performed, fees owed, confidentiality, ownership, privacy, liability, or other provisions that by their nature should continue after termination.

While this Agreement remains in effect, the parties may enter into additional engagements by signing a new Exhibit A. Unless otherwise stated in that Exhibit A, the terms of this Agreement will apply.

15. General Terms

This Agreement, together with all signed Exhibits A, constitutes the entire agreement between the parties regarding the services covered by those exhibits and replaces prior discussions or communications concerning those services.

Any amendment to this Agreement must be agreed to in writing by both parties.

Neither party may transfer this Agreement without the other party’s written consent, except as part of a merger, reorganization, or sale of substantially all of its business or assets.

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in effect.

A party’s failure to enforce a provision does not waive its right to enforce that provision later.

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law rules.

Any legal proceeding arising from this Agreement must be brought in the state or federal courts located in the City and County of San Francisco, California, and each party consents to that jurisdiction and venue.

Electronic signatures and acceptance are binding. California’s Uniform Electronic

Transactions Act recognizes electronic signatures and records in qualifying transactions.

Exhibit A

Scope of Services

This Exhibit A is entered into under the Brand Story Machine, LLC Client Services Agreement between BSM and the Client.

Engagement

Brand Story Machine Brand Strategy + Messaging Engagement

BSM will provide an expert-led brand strategy and messaging engagement designed to help Client clearly articulate its brand and communicate it consistently.

Scope and Deliverables

The standard engagement includes:

1. Participant Survey

BSM will send a short pre-workshop survey to the participants identified by Client and will collect and analyze the responses in preparation for the session.

2. Preparation and Analysis

BSM will review survey responses, the marketplace examples provided by Client, and other relevant materials agreed upon for the engagement.

3. 90-Minute Brand Strategy Workshop

BSM will lead a focused 90-minute workshop to develop and align on the Client’s brand story.

4. Brand Strategy

BSM will develop a brand strategy addressing core elements below, which will be finalized in one round of review:

• Core offering

• Purpose

• Positioning

• Attributes

• Benefits

• Personality

5. Drivers and Barriers and Messaging Toolkit

BSM will develop drivers and barriers and messaging, which will be finalized in one round of review.

• Drivers

• Barriers

• Core value proposition

• Marketing copy thought starters/ proof points

• Taglines or catchphrases

6. AI Messaging Tool

BSM will provide a customized AI messaging generation tool trained on the finalized strategy and messaging to support future content and communications.

Timing

BSM will typically provide the draft brand strategy within 2 business days following the workshop.

Final messaging and other deliverables will typically be provided within 2 business days following Client feedback on the strategy.

Fees

Standard Brand Story Machine engagement: $3,400

Full payment is due before BSM begins the engagement.

Review Copy

This document is provided for review only. When you are ready to proceed, BSM will send a separate copy for electronic signature.