Melanin & Muscles LLC Advertiser Agreement

This Advertising Agreement ("Agreement") is entered into between the two parties listed below located in the State of New York, hereinafter referred to as "Publisher," and "Advertiser."

1. Scope of Work

Publisher agrees to create and publish advertising content as outlined in the attached schedule ("Advertising Schedule") on the Publisher's platforms, including but not limited to social media, email newsletters, and website.

2. Fees and Payment Terms

• Fees: The Advertiser agrees to pay the Publisher the agreed-upon fee outlined in the Advertising Schedule.

• Payment Methods: Payment can be made via the following methods:

  • PayPal (including credit card payments processed through PayPal)

  • CashApp

  • Square

  • Cash (In-person payments only; must be arranged with the Publisher in advance)

• Payment Terms: Payment is due in full immediately upon signing this Agreement. The Publisher reserves the right to withhold any advertising services until payment has been received.

• Refund Policy: All fees are non-refundable once the content has been published.

3. Content Approval and Creative Rights

• The Publisher retains full creative control over the design and presentation of the advertising content to ensure alignment with its brand standards.

• The Advertiser may provide high-resolution images, key messaging, and relevant assets. However, final adjustments and creative decisions rest with the Publisher.

• The Publisher is not required to engage in rounds of edits or review cycles with the Advertiser.

4. Content Submission Deadlines

• All advertising materials must be submitted by the deadlines outlined in the Advertising Schedule (e.g., the 1st of the month prior to newsletter publication or 7-14 days prior for social media content). Failure to submit materials on time may result in a delayed or forfeited advertising spot without a refund.

5. No Endorsement Clause

• The inclusion of the Advertiser’s content on the Publisher's platforms does not constitute an endorsement or recommendation by the Publisher. Any claims, representations, or warranties made in the advertisement are solely the responsibility of the Advertiser.

6. Intellectual Property Rights

• All content created by the Publisher for advertising purposes remains the intellectual property of the Publisher. The Advertiser may not reproduce, reuse, or repurpose this content without the Publisher’s explicit written permission.

7. Indemnification

• The Advertiser agrees to indemnify, defend, and hold harmless the Publisher, its affiliates, officers, employees, and agents from any and all claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising from or related to the advertising content provided by the Advertiser, including but not limited to intellectual property infringement, false claims, or any misleading representations.

8. Liability Limitation

• The Publisher shall not be liable for any indirect, incidental, special, consequential, or punitive damages or any loss of profits or revenues resulting from the Advertiser's content or advertising campaign.

9. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles.

10. Modification and Termination

• The Publisher reserves the right to modify the terms and conditions of this Agreement at any time with written notice to the Advertiser. Continued advertising following any modifications constitutes acceptance of the new terms.

• Either party may terminate this Agreement with written notice. If the Publisher terminates the agreement, any unused portion of prepaid fees shall be refunded to the Advertiser.

11. Entire Agreement

• This Agreement, together with the Advertising Schedule, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.