ACG BRAND MARKETING, LLC
TAMPA, FLORIDA

Who we are? ACG is a Brand Marketing company with over 20 years of marketing experience. We are dedicated to helping marketers connect to individuals in different segments of the Entertainment Industry. From new and upcoming music aritsts to National recording artists, to content producers and sports figures, the team at ACG will put together a strategic plan to help marketers reach their goals. We provide the opportunity for brands to be in content...true embedded marketing done the right way! Also, we specialize in 'Endorsement Marketing' carefully helping marketers partner with the right endorser for their brand.  With the increasing # of brand integration, sponsorship and endorsement opportunities available within the entertainment industry, we believe an on-line platform can help, enabling content producers and celebrity endorsers to communicate these opportunities to the marketing community in a structured and timely manner.  Once the process begins, an ACG agent compiles data regarding target demographics, consumer purchasing habits, and the lifestyle that is embodied by the brand and mirrored in the entertainment product. The ACG team will help strategize innovative ways to seamlessly integrate brands into content or help choose an endorser that best fits the brands image.   ACG shall create a profile of artists and celebrities ("Artists Listings") to enable the membership of the Company ("Members") to register online or otherwise, to review the Artists Listings, and purchase service(s) from the various Artists and celebrities found on such Artists Listings over the Internet. Services may include, but are not limited to endorsements, product placement/brand integrations, music licensing and sponsorships. Company shall pay ACG a flat fee of Twenty-five percent (25%) of the gross value of the contract between the Company and the artist(s)/celebrity(s) chosen from the Artists Listings. ACG shall collect all compensation due to the artist/celebrity on their behalf. The Company shall pay ACG 50% of the gross value of the contract, on behalf of the artist/celebrity upon the signing of the contract with the remaining 50% due upon full performance by the Artist/celebrity. In the event that the Company requires ACG to be more involved with the campaign i.e. the creative process, production, design, SEO/PPC, planning/coordinating LIVE events, the Company shall pay ACG an additional fee, negotiated on a case by case basis, in addition to the 25% fee. B. This Agreement shall be automatically renewed for an additional twenty four (24)-month period ("Extension Term") on the same terms and conditions as provided for herein without the requirement of further notice. During the Initial Term, any Extension Term, and for two (2]) years following the expiration of this Agreement, Company shall notify ACG of any offer, proposal, or solicitation to Company by any entity wishing to provide services to Company similar to that provided by ACG under this Agreement. ACG shall have an absolute right to match any such offer, proposal, or solicitation and Company shall execute an agreement with ACG to provide services pursuant to such matched contract terms. ACG is retained by Company solely for the purposes set forth herein. ACG, in rendering performance under this Agreement, shall be deemed an independent contractor, and nothing contained therein shall constitute this arrangement to be employment, a joint venture, or a partnership. ACG shall not have the power to bind Company nor shall ACG make any such representation. ACG shall be solely responsible for and shall hold Company harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen's compensation. Company shall not assist or permit others to de-compile, decrypt, disassemble, or otherwise reverse-engineer the Software to create or derive the source code thereof from the object code thereof or from any other information. Either party may terminate this Agreement on Ten (10) days' written notice to the other party in the event of a breach of any material provision of this Agreement by the other party, provided that, during the Ten (10)-day period, the breaching party fails to cure such breach or, should the breach not be curable within said Ten (10)-day period, the breaching party has not initiated steps to cure such breach. In the event that this Agreement is terminated as a result of a breach of this Agreement by ACG, Company shall have the right, in addition to any other claims that it might otherwise have against ACG, to complete the services either itself or through the services of a third-party developer and charge back to ACG any costs incurred. In the event that either party terminates this Agreement, Company and ACG shall be entitled to receive any and all unpaid commissions and fees due up to the date of termination. In no event, however, will ACG be obligated to refund to Company any monies paid. Upon termination of this Agreement for any reason all intellectual property licenses granted to Company hereunder shall continue in full force and effect as long as Company has provided to ACG any and all payments required by this Agreement and all rights and licenses granted ACG hereunder shall remain in full force and effect. ACG REPRESENTS AND WARRANTS TO COMPANY THAT THE SERVICES PROVIDED SHALL CONFORM TO THE TERMS OF THIS AGREEMENT. ACG DOES NOT WARRANT AGAINST FAILURE OF PERFORMANCE DUE TO FAILURE OR DISRUPTION OF THE INTERNET AND/OR COMPANY'S WEB SITE SERVER OR CONNECTIVITY, FAILURE OF COMPANY'S COMPUTER HARDWARE OR SOFTWARE, AND/OR THIRD-PARTY SERVICES UNDER COMPANY'S CONTROL OR THE SERVICES OF THE ARTIST(S) RETAINED BY COMPANY. THE FOREGOING WARRANTY IS THE ONLY WARRANTY MADE WITH RESPECT TO SERVICES PROVIDED UNDER THIS AGREEMENT AND IS A LIMITED WARRANTY. ACG EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED. THE LIABILITY OF ACG FOR ANY REASON AND UPON CAUSE OF ACTION WHATSOEVER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID OR PAYABLE TO ACG THROUGH COMPANY'S PROGRAM. IN NO EVENT SHALL ACG BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR OTHER ECONOMIC LOSS (WHETHER ARISING FROM BREACH OF CONTRACT, TORT, STRICT LIABILITY) EVEN IF ACG HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.