KeyCrew Master Terms for Content Studio

Effective Date: October 22, 2026 – Last Updated: October 22, 2026 – Version: 1.0

These Master Terms for Content Studio (this “Agreement”) take effect when you click the “I Accept” button, pay an invoice or checkout that references these terms, sign an Order Form that incorporates these terms, or otherwise access or use KeyCrew Content Studio services (the “Effective Date”). By accepting, you (a) acknowledge that you have read and understand this Agreement; (b) represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind that organization; and (c) agree to be legally bound by its terms.

If you do not agree to these terms, do not click “I Accept” and do not use the Services.

For enterprise clients entering into a separately signed contract with KeyCrew, that contract governs and supersedes these Master Terms and any applicable Order Form to the extent of any conflict. KeyCrew maintains a record of the version of these Terms accepted by each client at the time of purchase.

1. Services

1.1 Scope. KeyCrew will provide Client with the Content Studio services specified in the applicable sales order, checkout page, invoice, signed order form, scope of work, or similar document stating the services purchased, fees, term, and applicable conditions (the “Order Form,” and such services, the “Services”). Depending on the selected plan, Services may include: interview production and recording; article creation and publication across KeyCrew-owned and partner publications; social media content; local SEO; PR outreach; reputation management; remarketing; and other content-related services. The specific deliverables applicable to Client are those set forth in the Order Form accepted at the time of purchase.

1.2 Content Studio Model. Content Studio is a paid program in which Client engages KeyCrew on a subscription basis for content production, publication, and distribution, and such content will be labeled as sponsored or paid content as required by applicable law. KeyCrew’s independent editorial content is governed separately and is not subject to this Agreement.

1.3 Media Release and Content Use. Interviews, calls, and sessions conducted as part of the Services may be recorded, transcribed, and used to produce articles, recordings, publications, and other editorial materials created by KeyCrew from or based on content by or about Client (“Curated Content”), disseminated through KeyCrew’s network, publications, and third-party outlets. Everything said on a KeyCrew call is on the record. The collection, use, and publication of recordings and transcripts are further governed by KeyCrew’s Privacy Policy, available at keycrew.co/privacy-policy; in the event of any conflict, this Section prevails with respect to Content Studio clients.

Client and each individual participating in interviews, calls, or sessions on behalf of Client consent to those sessions being recorded and transcribed. KeyCrew may use the recordings, transcripts, and each participant’s name, image, voice, likeness, quotes, and biographical information (collectively, “Appearance”) to provide the Services, including producing, publishing, and distributing Curated Content across KeyCrew’s network and partner outlets. KeyCrew may also make limited use of published Curated Content, including short excerpts and quotes, in its own marketing, such as its website, social media, and sales materials. KeyCrew will not use any Appearance to state or imply that a participant endorses any product or service other than KeyCrew’s. Statements made by Client’s representatives in interviews, calls, and sessions are Client Content, and Client’s responsibility for their accuracy, legality, and regulatory compliance is set out in Sections 2.2 and 2.3.

1.4 No Guarantees; Revisions. KeyCrew will provide regular reporting, including KPIs and performance metrics, but makes no guarantee as to the effectiveness of any campaign, or whether third-party outlets will accept, publish, retain, or modify Curated Content; campaign effectiveness is subject to factors outside KeyCrew’s control, including search engine updates, competitor activity, and market conditions. KeyCrew will make reasonable accommodations to reflect Client preferences for Curated Content; the ultimate standard of acceptability is a reasonable industry standard of professional quality, and additional revisions, redesigns, or work outside the scope of this Agreement are subject to additional fees at a rate agreed in writing. KeyCrew may substitute any named publication with one of equivalent value in its reasonable discretion.

1.5 Third-Party Costs. Certain third-party services, such as press release distribution or paid placements, carry additional charges beyond the Fees. KeyCrew will not incur any third-party charge at Client’s expense without Client’s prior written approval. Once approved, such charges are Client’s responsibility and are payable either directly to the provider or to KeyCrew, as stated in the approval.

1.6 Suspension. KeyCrew may temporarily suspend Client’s access to the Services if: (i) there is a threat to KeyCrew’s systems; (ii) Client’s use creates a security risk; (iii) Client or any of its principals is engaged in fraudulent or illegal activity, or becomes the subject of a criminal charge, regulatory enforcement action, lawsuit, or credible and publicized allegation involving fraud, illegal activity, or serious misconduct, where KeyCrew reasonably determines that continued association is likely to harm the reputation of KeyCrew, its publications, or its partners; (iv) Client becomes insolvent or subject to bankruptcy proceedings; (v) applicable law prohibits continued provision of the Services; or (vi) any Fees remain unpaid more than sixty (60) days after their due date. Where (iii) applies, KeyCrew will discuss the matter with Client where practicable, and may pause production and publication of Curated Content and remove Curated Content from KeyCrew-owned properties. If the condition persists for thirty (30) days, KeyCrew may terminate this Agreement under Section 10(a). KeyCrew will use commercially reasonable efforts to notify Client and restore access as soon as practicable, and has no liability for losses arising from a suspension or the removal of content.

2. Client Responsibilities

2.1 Point of Contact. Client will designate a primary point of contact authorized to coordinate with KeyCrew and approve marketing initiatives. KeyCrew requires at least one monthly meeting of approximately 30 minutes with key Client stakeholders to review performance. Additional meetings may be scheduled with at least 24 hours’ advance notice and KeyCrew’s acceptance.

2.2 Client Content. Client grants KeyCrew a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use the information, data, materials, branding, and other content submitted by or on behalf of Client or its authorized users, including interview content by or about Client or its designated representatives (“Client Content”), as necessary to provide the Services, and a non-exclusive, transferable, sublicensable, perpetual, irrevocable, royalty-free, worldwide license to use Client Content incorporated into Aggregated Statistics or Insights Data (as described in Section 5.3). Client is solely responsible for the accuracy, legality, and appropriateness of all Client Content, represents that it owns or has all necessary rights, licenses, and permissions to such content, including any photographs, video, and other third-party media it supplies, and shall obtain all required consents and provide all required notices to include third-party data in Client Content. Client shall provide written evidence of its rights to any third-party media on request, and KeyCrew may decline to use any Client-supplied media. KeyCrew has no obligation to verify Client’s rights in Client Content and may rely on Client’s representations.

2.3 Regulatory Compliance. Client is solely responsible for compliance with all laws, regulations, and licensing requirements applicable to Client’s industry, profession, and jurisdiction, including advertising, disclosure, securities, and fair housing rules. Client shall identify and communicate to KeyCrew in writing any such requirements applicable to content produced for Client, and shall review all Curated Content for compliance. KeyCrew has no obligation to independently identify or apply Client’s industry-specific regulatory requirements, and all Curated Content is deemed approved by Client for regulatory purposes upon publication unless Client objects in writing within five (5) days. Client shall not submit offering terms, projected returns, or investor solicitations for publication, and KeyCrew may remove any such material.

2.4 Acceptable Use. Client shall use the Services only for lawful purposes and in compliance with this Agreement and all applicable laws. Client and its Authorized Users (Client’s employees, consultants, contractors, and agents authorized to use the Services) will not use the Services to: engage in or promote illegal activity; submit or distribute content that is defamatory, harassing, discriminatory, or that infringes any third party’s intellectual property, privacy, or publicity rights; impersonate any person or misrepresent Client’s identity or credentials; gain unauthorized access to or interfere with KeyCrew’s systems; scrape or extract data from KeyCrew’s platforms without written authorization; send spam or communications violating anti-spam laws; provide regulated advice or publish content in violation of Client’s regulatory obligations under Section 2.3; or harm or disparage any third party in a manner that exposes KeyCrew to liability. Any breach of this Section is a material breach of this Agreement. KeyCrew may immediately suspend access, terminate for cause without refund of prepaid Fees, and remove any associated content, and Client shall indemnify KeyCrew against all claims arising from Client’s violation.

2.5 Account Security. Client is responsible for maintaining the confidentiality of all account credentials and for all activity conducted through Client accounts, and shall promptly notify KeyCrew of any unauthorized access.

2.6 Non-Solicitation. During the term and for six (6) months following termination, Client shall not directly or indirectly hire, solicit, engage, or contract with any employees, contractors, or third-party resources introduced to Client through this engagement, regardless of whether such individuals remain affiliated with KeyCrew at the time of solicitation.

3. Term and Renewal

This Agreement commences on the Effective Date and continues for the Initial Term specified in the Order Form. Upon expiration of the Initial Term, this Agreement automatically renews for successive Renewal Terms of three (3) months or, where Client is billed quarterly or annually, of one billing period, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal may occur expressly or through continued performance, meaning continued provision of the Services by KeyCrew and continued payment by Client. KeyCrew will notify Client of any fee changes at least thirty (30) days before the start of a Renewal Term; continued use of the Services or payment after such notice constitutes acceptance of the updated fees. If the Order Form or a separately signed contract contains different renewal provisions, those provisions govern.

4. Fees and Payment

Fees (all charges for Services as described in the Order Form or any renewal notice, including subscription fees, onboarding fees, and fees for additional work, collectively “Fees”) are due in advance of each billing period stated in the Order Form (monthly, quarterly, or annual), on or before the first day of the period or within seven (7) days of receipt of an invoice, unless the Order Form states otherwise. Client authorizes KeyCrew to automatically charge Client’s designated payment method for all Fees and applicable taxes each billing period until termination takes effect. Payments are accepted via ACH, credit card, debit card, or wire transfer; other methods may incur a processing fee. All Fees are exclusive of taxes, for which Client is solely responsible.

All Fees are non-refundable unless expressly stated otherwise in this Agreement or the Order Form, and no credits or refunds are provided for partial billing periods, unused Services, early termination, downgraded Services, or reduced usage. If a payment is late, declined, reversed, or disputed, KeyCrew may charge interest on the past-due amount at 1.5% per month, compounded monthly, or the highest rate permitted by law, whichever is lower, and Client shall reimburse KeyCrew’s collection costs, including attorneys’ fees. Client must notify KeyCrew of any disputed invoice or charge within fifteen (15) days of the invoice or charge date; charges not disputed within that period are deemed accepted. Client agrees to contact KeyCrew first to attempt resolution before initiating any chargeback; chargebacks may result in suspension of the Services.

Rates for Services subscribed under an existing Order Form or renewal notice are locked for the duration of the applicable term. Additional services beyond that scope are subject to KeyCrew’s then-current pricing, which KeyCrew may modify at any time without prior notice.

5. Intellectual Property

5.1 KeyCrew IP. As between the parties, KeyCrew owns all right, title, and interest in and to the Services, documentation, Aggregated Statistics, Insights Data, and all intellectual property provided to Client in connection with the Services (collectively, “KeyCrew IP,” which does not include Client Content), including Curated Content and all editorial and derivative works produced in connection with the Services. KeyCrew reserves all rights not expressly granted to Client. KeyCrew may remove, unpublish, or edit Curated Content on KeyCrew-owned properties at any time where it reasonably determines the content is inaccurate, no longer compliant with applicable law or platform policies, or likely to harm the reputation of KeyCrew, its publications, or its partners, and at any time following termination of this Agreement. KeyCrew has no obligation to republish removed content. Where Curated Content has been republished by third-party outlets, KeyCrew may request its removal, but the decision rests with the outlet and KeyCrew does not guarantee the outcome.

5.2 Client Content. As between the parties, Client owns all right, title, and interest in and to Client Content. The licenses granted to KeyCrew in Section 2.2 are not affected by termination of this Agreement.

5.3 Aggregated and Anonymized Data. Client acknowledges and agrees that KeyCrew may monitor use of the Services and compile aggregated statistics and insights data derived from Client Content (“Aggregated Statistics” and “Insights Data”). Such data will not identify Client or any individual. KeyCrew owns all rights in Aggregated Statistics and Insights Data and may use, license, sell, or disclose them for any commercial purpose.

5.4 Feedback. Any suggestions, recommendations, or feedback Client provides to KeyCrew regarding the Services may be freely used by KeyCrew without restriction, attribution, or compensation.

5.5 Promotional Use. Client grants KeyCrew permission to reference Client’s name and logo in sales materials, customer lists, and on KeyCrew’s website as a client of KeyCrew, subject to Client’s trademark use guidelines if provided. Client also grants KeyCrew permission to use non-sensitive Client information, branding, and testimonials for KeyCrew’s own marketing and promotional purposes, in a manner that does not harm or negatively portray Client.

6. Confidentiality

Client shall keep confidential any non-public KeyCrew business information, including pricing and methods, disclosed in connection with the Services.

7. Warranties and Disclaimers

7.1 KeyCrew Warranty. KeyCrew warrants that it will provide the Services in a professional and workmanlike manner consistent with reasonable industry standards.

7.2 Disclaimer. Except for the warranty in Section 7.1, the Services are provided “as is.” KeyCrew expressly disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. KeyCrew makes no warranty that the Services will meet Client’s requirements, achieve any particular result, or be error-free. KeyCrew strictly disclaims all warranties with respect to any third-party products and services.

7.3 No Professional Advice. Content produced under this Agreement is for informational and marketing purposes only. Nothing in any KeyCrew publication, article, or deliverable constitutes financial, legal, investment, tax, real estate, or professional advice. KeyCrew is not Client’s adviser, broker, attorney, or fiduciary. Client should not rely on KeyCrew content as the basis for any professional or financial decision.

8. Indemnification

Client shall indemnify, defend, and hold harmless KeyCrew and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any losses, damages, liabilities, claims, judgments, costs, and expenses (including reasonable attorneys’ fees and any amounts KeyCrew is required to pay to a third-party outlet, distribution partner, or licensee in connection with such claim) arising from or relating to: (i) any claim that Client Content or Curated Content produced from Client Content infringes a third party’s intellectual property rights; (ii) Client’s or any Authorized User’s negligence, willful misconduct, or use of the Services in violation of this Agreement; (iii) any content, materials, or instructions provided or approved by Client; (iv) Client’s publication or distribution of any deliverable; or (v) any allegation that content requested or approved by Client violates any applicable law or third-party rights.

9. Limitation of Liability

In no event will KeyCrew be liable under or in connection with this Agreement for any: (a) consequential, incidental, indirect, exemplary, special, or punitive damages; (b) loss of profits, revenue, business, or goodwill; (c) loss or corruption of data; or (d) cost of replacement services, regardless of whether KeyCrew was advised of the possibility of such losses.

KeyCrew’s total aggregate liability arising out of or related to this Agreement will not exceed the total Fees paid by Client to KeyCrew in the twelve (12) months preceding the event giving rise to the claim, or $1500, whichever is less.

10. Termination

(a) For cause. Either party may terminate this Agreement on written notice if the other party materially breaches and fails to cure within thirty (30) days of notice, or immediately if the breach is incapable of cure. Either party may also terminate immediately on notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings, or if a force majeure event (an unforeseeable event beyond a party’s reasonable control) continues for more than fifteen (15) days and materially prevents performance. KeyCrew may also terminate on written notice if a condition described in Section 1.6(iii) persists for more than thirty (30) days.

(b) After the Initial Term. Either party may terminate effective at the end of the then-current Renewal Term by providing at least thirty (30) days’ written notice.

(c) Early termination by Client. Client may otherwise terminate this Agreement before the end of the then-current term by paying an early termination fee equal to fifty percent (50%) of the remaining balance due under the Agreement, within thirty (30) days of notice. Where Fees for the then-current term have been prepaid, Client’s termination takes effect at the end of that term and no refund is owed.

(d) Effect. Upon termination, Client shall immediately discontinue use of the Services, all outstanding Fees become immediately due, and no refunds are owed for prepaid periods. If KeyCrew terminates under Section 10(a) because of Client’s non-payment or other breach, Client shall also pay the early termination fee described in Section 10(c). KeyCrew’s rights in Curated Content, Aggregated Statistics, and Insights Data and the licenses to Client Content survive, together with Sections 2.2, 2.6, 4, 5, 6, 7.2, 8, 9, 11, and 12.

11. Privacy and Data

KeyCrew’s collection, use, and protection of personal data is governed by the KeyCrew Privacy Policy, available in full at keycrew.co/privacy-policy, which is incorporated into this Agreement by reference. By accepting this Agreement, Client consents to the collection and processing of personal data as described in the Privacy Policy, including the use of interview recordings, transcripts, and Curated Content for publication, syndication, and AI licensing purposes.

12. Governing Law, Dispute Resolution, and Miscellaneous

12.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law provisions. Any legal action arising from or relating to this Agreement shall be brought exclusively in the state or federal courts of Broward County, Florida, and both parties irrevocably consent to the personal jurisdiction and venue of such courts.

12.2 Dispute Resolution. In the event of any dispute, the parties agree to first attempt resolution through good faith direct negotiation. If unresolved within thirty (30) days of written notice, the dispute shall be submitted to mediation before any litigation is initiated; if mediation fails, disputes shall be resolved by litigation in the courts specified in Section 12.1. Any mediation or litigation shall be conducted solely on an individual basis and shall not be consolidated with the claims of any other person or brought on behalf of a putative class unless both parties agree in writing. No claim against KeyCrew may be asserted more than one (1) year after the claimant knew or reasonably should have known of the circumstances giving rise to the claim. In any action to enforce this Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees and court costs.

12.3 Miscellaneous. KeyCrew may modify these Master Terms from time to time; modified terms take effect upon posting and direct email notification to Client, and continued use of the Services after the effective date constitutes acceptance. This Agreement, together with the applicable Order Form and Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings. If an Order Form expressly modifies a provision of these Master Terms, the Order Form governs for that engagement. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in full force; failure by either party to enforce any right does not waive that right. Client may not assign this Agreement without KeyCrew’s prior written consent; KeyCrew may assign this Agreement freely; any unauthorized assignment is void. All notices must be in writing and delivered to KeyCrew at the address on the Order Form or at [email protected], and to Client at the address on file in Client’s account.

KeyCrew LLC – 14 NE 1st Avenue, Suite 1403, PMB 1085, Miami, FL 33132

[email protected] – keycrew.co/content-studio-master-terms/