Terms of Service

FRCONTENT LLC | MASTER TERMS AND CONDITIONS (v3.2)
Date of Governance: May 11, 2026 Framework: Creative Investment, Genetic IP, and Technical Sovereignty.

1. DEFINITIONS & SCOPE

1.1 Parties: “Advertiser” refers to the advertising client, its agency, media buying service, or representative. “FRC” refers to FRContent LLC, its subsidiaries, and affiliates.

1.2 Services: Includes content creation, design, production, broadcast (FCC-authorized or otherwise), digital distribution, and AI-augmented market intelligence via Plataforma AI and Laura AI.

1.3 Work Product: All content, creative, designs, video, web copy, and strategic outputs produced by FRC.

2. THE CREATIVE INVESTMENT & CONDITIONAL IP TRANSFER

2.1 Ownership Retention: FRC owns all rights, title, and interest (including copyright) in and to all Work Product and Intelligence Assets furnished or produced hereunder.

2.2 Conditional Assignment: Transfer of ownership of Work Product to the Advertiser is a Condition Precedent. Title and IP rights shall only transfer to the Advertiser automatically upon the account reaching a Net 0.00 Balance.

2.3 Revocable License: Prior to a Net 0.00 Balance, Advertiser is granted a limited, non-exclusive, revocable license for internal evaluation only. Any public display, broadcast, or commercial use prior to full payment is strictly prohibited.

2.4 Conversion to Infringement: Any use of Work Product or Intelligence Assets while in a state of payment default shall be legally classified as Willful Intellectual Property Infringement under the U.S. Copyright Act and Texas common law.

3. PLATAFORMA AI & MEDIA INTELLIGENCE

3.1 Platform IP: Advertiser acknowledges that FRC utilizes Plataforma AI proprietary systems, methodologies, and Laura AI logic. These remain the exclusive property of FRC and its technology partners.

3.2 MCC Governance: All campaigns executed under FRC’s Google Ads Manager Account (MCC) or Plataforma architecture are managed under proprietary logic.

3.3 No Portability: Advertiser has no right to export, clone, or replicate campaign structures or audience logic to non-FRC managed environments.

3.4 Archiving: Campaigns inactive for fourteen (14) days will be archived and removed from Advertiser-visible dashboards to maintain platform hygiene and security.

4. INVOICES, PAYMENT & TEXAS RULE 185

4.1 Sworn Account: Any invoice identifying Advertisements and performance, when sworn to by FRC, shall constitute an affidavit of performance. This Agreement constitutes a “Sworn Account” under Texas Rule of Civil Procedure 185.

4.2 Payment Terms: Payment is due within 15 days of invoice receipt. Unpaid amounts shall bear interest at the maximum rate permitted by law.

4.3 Joint and Several Liability: Advertiser and its Agency/Vendor are jointly and severally liable to FRC for all payments. Payment by a Vendor to an Agency does not constitute payment to FRC.

4.4 Collections: Advertiser agrees to pay all collection agency fees, reasonable attorneys’ fees, and court costs incurred in enforcing a Net 0.00 Balance.

5. POSITIONING, SCHEDULING & MATERIALS

5.1 FRC Discretion: Unless otherwise agreed in writing, the positioning and scheduling of Advertisements are at FRC’s discretion. FRC reserves the right to edit, reject, or cancel any Advertisement at any time.

5.2 Public Interest: FRC may cancel any Advertisement to broadcast programs of public importance. Advertiser’s sole remedy shall be a “make good” negotiated in good faith.

5.3 Provision of Materials: Advertiser must provide all materials 48 hours in advance. FRC is not responsible for errors or omissions in materials provided by the Advertiser.

5.4 License to FRC: Advertiser grants FRC a non-exclusive, royalty-free license to use, distribute, and sublicense content provided by Advertiser across all FRC-operated platforms (broadcast, mobile, web).

6. IP BOUNDARY & ASSET CLASSIFICATION

To clarify the “Creative Investment” model, the following ownership boundaries apply:

FRC IP Ownership Matrix

7. INDEMNIFICATION & LIMITATION OF LIABILITY

7.1 Indemnity: Advertiser shall indemnify and hold harmless FRC and its officers against all liability resulting from the broadcast of content furnished by Advertiser or any breach of this Agreement.

7.2 Disclaimer: FRC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT ANY ADVERTISEMENT WILL BE BROADCAST WITHOUT INTERRUPTION OR ERROR. IN NO EVENT WILL FRC BE LIABLE TO ADVERTISER FOR ANY LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY CAUSED BY OR ARISING OUT OF ANY ACTUAL OR ALLEGED BREACH BY FRC OF THIS AGREEMENT, FRC’S HANDLING OF ANY MATERIAL, OR THE MANNER IN WHICH ANY ADVERTISEMENT IS BROADCAST, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER FRC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Liability Cap: FRC’s aggregate liability is limited to either: (A) the amounts paid to FRC for the relevant Advertisements, or (B) a “make good” distribution of the Advertisement at a later time.

8. ENFORCEMENT & TERMINATION

8.1 Termination for Breach: FRC may terminate this Agreement immediately upon Advertiser’s breach. All outstanding amounts become immediately due.

8.2 DMCA & Remediation: Upon payment default, Advertiser grants FRC the irrevocable right to file DMCA Takedown Notices with hosting providers or CMS platforms to remove FRC-owned Work Product. Advertiser waives all claims for business interruption resulting from such enforcement.

8.3 Dispute Window: Any dispute regarding service or invoicing must be reported in writing within 30 days, or the claim is waived.

9. MISCELLANEOUS

9.1 Non-Discrimination: FRC does not discriminate on the basis of race or ethnicity and will not accept advertising intended to do so.

9.2 Governing Law: This Agreement is governed by the laws of the State of Texas. Parties consent to the jurisdiction of the federal and state courts in the State to which a station displaying the Advertisement is licensed, or where FRC is headquartered.

9.3 Survival: All provisions regarding IP ownership, indemnification, and payment obligations survive the termination of this Agreement.

10. DATA SOVEREIGNTY & AI GOVERNANCE

10.1 Data Custody: FRC maintains sovereignty over all data processed through Plataforma AI. While Advertiser retains ownership of their raw CRM data, FRC owns the Enriched Intelligence Models created from that data.

10.2 AI Training: Advertiser grants FRC a perpetual, non-exclusive license to use anonymized performance data to train and optimize FRC’s internal AI models (Laura AI).

10.3 Security: FRC employs institutional-grade encryption for all Intelligence Assets, but is not liable for third-party platform breaches (e.g., Google, Meta).

11. DATA-INFORMED CREATIVE & THE “GENETIC CODE”

11.1 The Genetic Code Defined: All Work Product is the result of a high-intelligence synthesis. The underlying logic—intent clusters, semantic structures, and audience modeling—constitutes the “Genetic Code” of the creative.

11.2 Non-Literal Protection: FRC’s ownership extends to the “Genetic Code.” Any attempt by Advertiser to “rewrite” or “modify” Work Product while retaining this underlying strategic DNA constitutes Willful IP Infringement.

11.3 Intelligence Infringement: The theft of the “Intelligence” behind a campaign is a breach of this Agreement, regardless of whether literal creative assets are used.

12. TECHNICAL SOVEREIGNTY & AGENCY STANDING

12.1 Owner of Record: FRC is the sole Owner of Record for all client-facing outputs.

12.2 Standing to Enforce: Advertiser expressly waives any right to challenge FRC’s ownership on the basis of the underlying software’s authorship (Plataforma Technologies). FRC’s “Strategic Synthesis” is the protected asset.

12.3 Intermediary Rights: FRC maintains the exclusive right to enforce IP claims and seek damages with full legal standing as the primary rights holder.

13. INVESTMENT VALUATION & RECOVERY

13.1 Capital Deployment: Every project is a deployment of FRC’s Intellectual Capital. FRC provides a “Creative Subsidy” by delivering high-value work before full payment.

13.2 Liquidation Rights: In a default, the investment is Impaired. FRC reserves the right to seek damages based on the Total Market Value of the intelligence deployed, not merely the invoice amount.

14. ENFORCEMENT OF THE GENETIC CODE

Genetic IP Protection Matrix