Effective Date: Upon execution of Statement of Work

Last Updated: April 7, 2026

This Services Agreement ("Agreement") is entered into by and between Content Supply LLC, a Colorado limited liability company doing business as VID ("Contractor"), and the individual or entity identified in the applicable Statement of Work ("Client").

By signing a Statement of Work, purchasing a service, or accessing VID's client portal at app.vid.co, Client agrees to be bound by this Agreement in full.

About VID

VID is a video infrastructure company that installs and operates Video Operating Systems (VidOS™) inside B2B marketing teams. VID is operated by Content Supply LLC. Questions about this Agreement can be directed to support@contentsupply.com.

1. Services

Content Supply LLC, operating as VID, provides structured video system deployment, strategic production, and ongoing video operations services. Services are organized into four categories:

A. VidOS™ Install — 30-Day System Deployment

Deployment of a structured Video Operating System including strategy, workflow, tracking, and foundational revenue-aligned video assets.

B. VidOS™ Operator — Ongoing Operations Partnership

Ongoing execution and optimization of the installed Video Operating System under defined monthly production capacity.

C. Strategic Video Sprint — Single Revenue Asset

Production of one defined, business-critical video asset following a structured alignment process.

D. A La Carte and Custom Production Engagements

Individual production projects and custom service engagements not covered by Categories A, B, or C above — including but not limited to photography, animation, Video Sales Letter production, podcast production, event video coverage, UGC campaign management, talent casting, short-form content production, and any other video or content service defined in an executed Statement of Work. Each custom engagement is governed by this Agreement and the specific scope, deliverables, timeline, and fees defined in the applicable Statement of Work.

Services are limited to what is defined in the executed Statement of Work. No custom scopes, ad hoc production, or editing-only engagements are included unless expressly agreed in writing. Contractor does not provide unlimited creative production, ad management, media buying, or in-house staffing unless explicitly defined in the Statement of Work.

2. No Performance Guarantee

Contractor provides structured system deployment and production services as defined in the Statement of Work. Client acknowledges that marketing performance outcomes depend on multiple variables outside Contractor's control, including distribution strategy, media spend, sales execution, and market conditions. Contractor does not guarantee specific revenue, conversion, or pipeline outcomes but commits to delivering services as defined in the Statement of Work.

3. Client Responsibilities

The successful delivery of VID's services depends on active, timely participation from Client. Client agrees to:

• Take responsibility for internal implementation, team adoption, and leadership support of the installed system
• Provide timely feedback within five business days of each deliverable submission
• Attend all scheduled strategy and production sessions
• Supply all necessary access credentials, brand assets, and approvals on time
• Assign one internal decision-maker with authority to approve deliverables
• Obtain all necessary releases for individuals appearing in content

Client participation is a condition of service delivery. Failure to participate, respond, or provide required materials does not pause billing or extend the engagement timeline without written agreement from Contractor. Missed sessions or filming days may be forfeited subject to the policies in Section 4.

Timeline projections assume timely client participation, approvals, and asset delivery. Delays caused by Client may extend the project timeline without penalty to Contractor.

4. Scheduling, Cancellation, and Engagement Policies

The following policies protect VID's 30-day deployment timelines and ensure production capacity is honored by both parties. By signing a Statement of Work, Client acknowledges and agrees to all policies in this section.

A. Shoot Cancellation Policy

Client may reschedule a confirmed filming session with a minimum of 12 hours advance notice without penalty, subject to Contractor's availability. Rescheduling is not guaranteed and is offered at Contractor's discretion.

Cancellations received with less than 12 hours notice before a confirmed filming session will result in forfeiture of that session. Contractor will make reasonable efforts to reschedule, but the cancelled session counts toward the cancellation limit below. Client remains responsible for any third-party costs — including crew, location, equipment, and travel — incurred by Contractor in preparation for the session, regardless of when the cancellation occurs.

For production day engagements — including on-site video production, photography, event coverage, and any engagement requiring Contractor to deploy crew, equipment, or travel to a location — Client is responsible for all third-party costs incurred by Contractor at the time of cancellation, regardless of cancellation timing. These costs are billable to Client in addition to any forfeited session under this policy.

B. Repeated Cancellation Policy

If Client cancels or fails to appear for three or more confirmed filming or production sessions during the engagement, for any reason, the following applies:

• The engagement is considered abandoned by Client
• Contractor retains all deposits and fees paid to date as compensation for reserved capacity, preparation, and work completed
• The project is closed out with no further delivery obligation by Contractor
• No refund is issued

This policy applies regardless of the reason given for each cancellation.

C. 30-Day Client Inactivity Policy

Active participation by Client is required for service delivery. If Client is unresponsive — meaning Contractor receives no reply to emails, messages, scheduling requests, or deliverable review requests — for a continuous period of 30 calendar days, the following applies:

• The project is considered abandoned by Client
• Contractor retains all deposits and fees paid to date
• The engagement is closed out with no further production obligation by Contractor
• No refund is issued

Contractor will make at least two documented attempts to contact Client through separate communication channels before invoking this policy. The 30-day period begins from the date of the first unanswered communication.

Client may request to reactivate a closed engagement at Contractor's discretion. Reactivation may require a new deposit and a revised Statement of Work at then-current rates.

D. Feedback and Approval Turnaround

Client is required to review and respond to submitted deliverables within five business days. If feedback is not received within five business days, the deliverable will be deemed approved and production will advance to the next stage. Delays in client feedback that push the engagement beyond its defined timeline are the responsibility of Client and do not extend Contractor's delivery obligations.

5. Independent Contractor

Contractor is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, or joint venture between the Parties.

6. Requests and Throughput — Operator Engagements

For clients enrolled in VidOS™ Operator:

• Production capacity is defined by the enrolled plan tier
• Only one active production request may be processed at a time unless otherwise defined in the Statement of Work
• Delays in client approvals may shift production priority within the monthly schedule
• Unused production capacity does not roll over unless expressly stated in the Statement of Work
• Minimum engagement term is defined in the Statement of Work
• 30 days written cancellation notice is required to end the engagement
• The engagement auto-renews monthly unless cancelled in accordance with this section

Unlimited production requests are not included in any tier.

7. Change Orders

Any services outside the defined Statement of Work require a written change order and additional fees agreed upon in writing by both Parties before work begins. Verbal requests and informal communications do not constitute approval of additional scope.

8. Fees and Payment Terms

Client agrees to pay the fees defined in the Statement of Work. Standard payment terms are as follows unless otherwise specified:

VidOS™ Install and Strategic Video Sprint50% due at signing. 50% due prior to final delivery.

VidOS™ OperatorMonthly recurring, invoiced in advance. 30 days written cancellation notice required.

A La Carte and Custom Production EngagementsUnless otherwise specified in the Statement of Work, the default payment schedule is 50% due at signing and 50% due prior to final delivery. Where the Statement of Work specifies a different payment structure, the Statement of Work governs. Where the Statement of Work is silent on payment timing, this default applies.

All fees are non-refundable due to capacity reservation and production resource allocation. Client authorizes Contractor to charge the payment method on file for all scheduled payments and any approved change orders.

In the event of a missed payment, Contractor will provide written notice. If payment is not received within five business days of that notice, Contractor may charge the outstanding balance to the payment method on file. Late payments are subject to a 1.5% monthly service charge where permitted by law. Services may be paused if payment is delinquent. Paused time does not extend the engagement timeline without written agreement from Contractor.

9. Creative Control and Revision Limits

Unless otherwise defined in the Statement of Work, Client is entitled to two rounds of consolidated revisions per deliverable. Revisions must be submitted in writing as a single, consolidated document. Requests that materially alter the scope, concept, direction, or strategic positioning of a deliverable may require a change order.

If consolidated feedback is not provided within five business days of delivery, the deliverable will be deemed approved and production will proceed. Approved deliverables are final. VID does not re-open approved deliverables for revision outside of a written change order.

10. Additional Costs Not Included

Unless stated otherwise in the Statement of Work, fees do not include:

• Paid talent or UGC creators
• Location fees
• Travel and accommodation
• Paid media spend
• Platform or software subscriptions
• Music or asset licensing beyond standard production libraries
• Hair, makeup, or wardrobe
• Any other third-party cost not explicitly listed in the Statement of Work

All additional costs require prior written approval from Client before being incurred by Contractor.

11. Intellectual Property

Upon receipt of full payment for the engagement:

• Client owns the final delivered video assets and written deliverables as defined in the Statement of Work
• Contractor retains full ownership of all proprietary systems, frameworks, workflows, and internal methodologies, including VidOS™, regardless of whether they are used, referenced, or demonstrated during the engagement
• Client receives an operational license to implement installed system components within their own organization but does not acquire ownership of proprietary frameworks, templates, or Contractor methodologies
• Contractor may reference Client's name and describe the engagement in general terms for portfolio and business development purposes unless a separate written confidentiality agreement expressly prohibits this
• Raw footage ownership is defined in the Statement of Work

12. AI and Technology Disclosure

Client acknowledges that Contractor may use AI-assisted tools, software automation, and technology platforms in the production and delivery process. Contractor remains responsible for quality control of all final deliverables. Use of AI tools does not transfer ownership of any Contractor proprietary frameworks or methodologies to Client.

13. Non-Solicitation

Neither Party may solicit, recruit, or hire employees or contractors of the other Party without prior written consent during the term of this Agreement and for one year following its termination or expiration.

14. Confidentiality

Both Parties acknowledge that in the course of this Agreement they may share confidential information. Each Party agrees to hold the other Party's confidential information in strict confidence, not to disclose it to third parties, and to use it only for purposes directly related to performing this Agreement.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving Party
• Was already in the receiving Party's possession before disclosure
• Is lawfully received from a third party under no confidentiality obligation
• Is required to be disclosed by law or regulatory order, provided the disclosing Party receives reasonable advance notice where permitted

This confidentiality obligation survives the termination of this Agreement for three years.

15. Term and Termination

Target timelines are estimates and assume timely Client participation. Delays caused by Client in feedback, approvals, or asset delivery may extend project timelines without penalty to Contractor.

VidOS™ Install and Strategic Video Sprint engagements terminate upon completion of the defined scope.

VidOS™ Operator engagements renew monthly and require 30 days written notice to cancel.

A la carte and custom production engagements terminate upon delivery of the final scope defined in the Statement of Work. For custom retainer arrangements with a recurring monthly structure, the cancellation notice requirements and auto-renewal provisions applicable to Operator engagements apply unless the Statement of Work specifies otherwise.

Either Party may terminate this Agreement for material breach upon written notice if such breach is not cured within five business days of notice.

Contractor may suspend services upon written notice if Client:

• Fails to make timely payment
• Fails to materially participate in scheduled sessions
• Triggers the cancellation or inactivity policies defined in Section 4
• Engages in conduct that materially interferes with service delivery
• Breaches confidentiality obligations
• Attempts to circumvent Contractor personnel

If a suspension is not resolved within the applicable cure period, Contractor may terminate the Agreement. All fees paid remain non-refundable. Contractor's remedies are cumulative and not exclusive.

16. Indemnification

Mutual indemnification applies. Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and contractors from and against any claims, damages, losses, costs, and expenses — including reasonable attorneys' fees — arising from that Party's breach of this Agreement or violation of applicable law.

Client is specifically responsible for the accuracy and legality of all claims, representations, and third-party materials provided to Contractor. Client shall indemnify Contractor against any claims arising from such materials.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict of law principles. Any arbitration or legal proceedings arising from this Agreement shall take place in Colorado.

18. Dispute Resolution

Any dispute arising from this Agreement shall first be submitted to good-faith negotiation between the Parties. If negotiation does not resolve the dispute within 30 days, the dispute shall be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator's award shall be final and may be entered as judgment in any court of competent jurisdiction.

In any legal action brought to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and legal costs in addition to any other relief awarded.

19. Agreement Modification

Any amendment, modification, or additional obligation under this Agreement is binding only if documented in writing and signed by authorized representatives of both Parties. Verbal agreements, email exchanges, and informal communications do not constitute modifications to this Agreement.

20. Assignment

Client may not assign this Agreement or any rights or obligations under it without Contractor's prior written consent. Contractor may assign this Agreement to an affiliate, successor entity, or acquirer without Client's consent, provided Client is notified of the assignment.

21. Entire Agreement

This Agreement, together with the executed Statement of Work and any written change orders, constitutes the entire agreement between the Parties regarding the subject matter herein. It supersedes all prior representations, warranties, discussions, and agreements — whether written or oral — relating to the services described.

22. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. All remaining provisions shall continue in full force and effect.

23. Force Majeure

Contractor shall not be liable for delays or failures in performance resulting from events beyond its reasonable control, including acts of God, illness, natural disaster, government restrictions, platform outages, or third-party service failures. Contractor will notify Client promptly of any such event and will resume performance as soon as practicable. If a force majeure event continues for more than 30 days, either Party may terminate the affected engagement with written notice, and Contractor will provide a pro-rata refund for any prepaid amounts covering services not yet delivered.

24. Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision in the future.

25. Limitation of Liability

In no event shall Contractor be liable for any indirect, incidental, consequential, special, or punitive damages — including lost profits or business interruption — arising out of or in connection with this Agreement or the services provided, even if Contractor has been advised of the possibility of such damages.

Contractor's total aggregate liability for all claims arising under this Agreement shall not exceed the total fees paid by Client to Contractor in the six months immediately preceding the claim.

Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited or excluded under applicable law.

Contact

Questions about this Agreement should be directed to:

Content Supply LLC — VID

‍support@contentsupply.com

‍vid.co

This Agreement is effective upon Client's execution of a Statement of Work or purchase of any VID service. By proceeding, Client confirms they have read, understood, and agreed to these Terms.