Partner Terms

Effective Date: March 21, 2026

Last Updated: March 21, 2026

These Partner Terms (“Partner Terms”) apply when you engage with FMS Studio as a partner, client, or authorized business contact in connection with onboarding, paid activation or setup, ongoing services, scheduling, and deliverables. They supplement our Terms and Conditions and Privacy Policy.

If a separate signed proposal, statement of work, order form, or master agreement exists for your engagement, those documents control where they conflict with these Partner Terms.

Scope

“Partner” means you or the business you represent when you request, purchase, or use FMS Studio services subject to these Partner Terms. FMS Studio provides technology, implementation, and growth-related services; we are not a law firm, bank, payment processor, or regulated financial institution. You are responsible for your own legal, tax, and compliance decisions.

Onboarding

Onboarding includes the steps we use to validate your engagement, configure access or integrations, collect required business and billing information, and align on scope. Onboarding may include a multi-step activation form in which you provide business identity, market intelligence, service details, contact information, and agreement acceptance (including electronic signature).

You agree to provide accurate, complete, and timely information (including company details, points of contact, technical requirements, and approvals). Delays or inaccuracies in onboarding materials may delay delivery timelines. We may refuse or pause onboarding if information is incomplete, inconsistent, or suggests fraud, misuse, or unlawful use of our services.

Activation fees and setup

Activation, onboarding, or setup fees (if quoted) cover initial configuration, access provisioning, and related one-time work described in your proposal or invoice. Activation fees vary by service tier. The exact amount is disclosed at the time of checkout, onboarding, or invoicing and is confirmed in your invoice or written agreement before payment is due.

Unless expressly stated in writing, activation and setup fees are earned when work begins or access is granted and are non-refundable once services have commenced. If a refund or credit is offered, it will follow the terms stated in your written agreement or invoice.

Pricing model

FMS Studio uses a tiered pricing model. Each tier determines the activation fee, per-lead pricing, included asset types, and regeneration allowances. The first qualified lead delivered to a new partner may be provided at no charge, as stated in the applicable proposal or checkout flow. Subsequent leads are billed at the per-lead rate for the partner’s active tier.

Current tier names, pricing, and included features are disclosed at the time of onboarding, checkout, or invoicing. FMS Studio reserves the right to update pricing for future billing periods; changes will be communicated in advance and will not apply retroactively to invoices already issued.

Tier upgrades and changes

You may request a tier upgrade during an active engagement. Upgrades may be prorated for the remainder of the current billing period. The prorated amount, updated per-lead rate, and any additional features will be confirmed before the upgrade is processed. Downgrades, if available, take effect at the start of the next billing period unless otherwise agreed in writing.

Deposits

Certain engagements may require a deposit, the amount of which is stated in your proposal or invoice. Deposits may be applied against future invoices or refunded upon cancellation, subject to the terms of your written agreement. The deposit amount, usage, and any refunded balance are tracked on your account.

Fees, invoicing, and taxes

Recurring fees, project fees, per-lead charges, and other amounts are as set out in your proposal, invoice, or checkout flow. Invoices may be generated periodically or on completion of qualifying events (such as a completed booking). Amounts are due in the currency stated on the invoice unless otherwise agreed.

You are responsible for applicable taxes, duties, and government charges unless we explicitly state otherwise in writing. Late or failed payments may result in suspension of services, removal of access, blocking of new bookings, or additional collection steps permitted by law.

Payment methods and saved card on file

When you add a payment method (including a credit or debit card saved “on file”), you expressly authorize FMS Studio and our payment service provider (currently Stripe) to:

1. Store your payment method securely with our payment processor for future use
2. Charge the saved payment method for agreed fees, including one-time activation charges, recurring per-lead charges, tier-upgrade invoices, past-due balances, and any other amounts described in your proposal, invoice, or these Partner Terms
3. Initiate charges on your saved payment method without requiring you to be present at the time of each transaction (merchant-initiated transactions), in accordance with your approved scope and billing schedule
4. Retry a failed charge or request an alternate payment method if a charge is declined

You represent that you are authorized to use the payment method provided and that charges will not be disputed without a good-faith basis. You agree to keep billing and card details current. If a charge fails and remains unresolved, your account may be marked delinquent, which will block new bookings and may result in suspension of services until the balance is current.

Payment processing is subject to the payment processor’s terms and applicable card network rules. FMS Studio does not store full card numbers, CVV codes, or bank-account credentials on its own systems.

Refunds

Activation and setup fees are non-refundable once services have commenced, unless your written agreement expressly provides otherwise. For per-lead charges: if a booking is cancelled before completion and a charge was already processed, a refund may be issued at FMS Studio’s discretion or as stated in your agreement. Refunds, if any, will be returned to the original payment method and may take several business days to appear.

Deposit refunds on cancellation are governed by the terms of your written agreement. Disputed charges should be raised with us at hello@fms.studio before initiating a chargeback with your card issuer.

Generated assets and deliverables

“Generated assets” includes AI-assisted or automated outputs produced using artificial intelligence tools (including Google Gemini), creative or technical materials, configurations, landing pages, ad copy, blog posts, video scripts, creative prompts, rendered images, rendered videos, lead quizzes, FAQs, city and service-area pages, code snippets, integrations, reports, or other work product we deliver or make available to you in the course of services, as described in your agreement or statement of work.

The types and quantity of generated assets depend on your service tier. Each tier includes a defined number of free asset regenerations (reruns); additional regenerations beyond the included allowance may incur additional fees as stated at the time of the request.

Upon full payment of applicable fees (unless your agreement states otherwise), FMS Studio grants you a license to use generated assets for your internal business purposes and as expressly permitted in your agreement. We may reuse general methodologies, tools, and non-confidential techniques across clients; your confidential information remains subject to your agreement and our Privacy Policy.

You are solely responsible for how you use generated assets, including compliance with advertising, intellectual property, privacy, and industry rules. AI-generated content is produced from information you provide and may require review and editing before use. We do not warrant that outputs are error-free or suitable for every jurisdiction or use case; you should review before publication or reliance. You must not present AI-generated content as authentic consumer reviews, testimonials, or endorsements unless it accurately reflects a real person’s genuine experience.

Published partner pages

As part of certain service tiers, FMS Studio may publish landing pages and marketing content on our platform or partner subdomains on your behalf. Published pages are derived from information and assets associated with your account. Pages will be taken offline (archived) if your account is paused, completed, or cancelled. FMS Studio retains the right to remove or modify published pages to comply with legal requirements, enforce these Partner Terms, or address security concerns.

Booking and scheduling

Strategy calls, discovery sessions, lead appointments, and other meetings may be scheduled through our booking tools (such as Calendly or our platform booking system), integrated calendar services (such as Google Calendar), or as coordinated by our team. Confirmed bookings may generate a calendar event and a video-conferencing link (such as Google Meet) shared with the relevant parties.

You agree to provide accurate contact information and to attend at the scheduled time or reschedule in advance through the same channel. Repeated no-shows or last-minute cancellations may result in fees, limits on future bookings, or account restrictions, as stated at the time of scheduling or in your agreement.

When a booking is marked as completed, the associated lead may be invoiced at the applicable per-lead rate for your tier (subject to any first-lead-free allowance). Booking cancellations are governed by the refund terms above.

Partner obligations

You agree to: (a) use FMS Studio services lawfully and only for legitimate business purposes; (b) not misrepresent your identity, affiliation, or rights; (c) cooperate in good faith with reasonable requests for access, approvals, and testing needed to deliver services; (d) maintain the security of credentials and notify us promptly of suspected unauthorized access; (e) comply with applicable laws, including those related to marketing, data protection, and financial promotions; (f) ensure that end users or downstream parties you involve respect these obligations where relevant; (g) review and approve AI-generated content before publication; and (h) keep your billing information and saved payment method current.

Confidentiality

Each party agrees not to disclose the other party’s confidential information to third parties except as necessary to perform under these Partner Terms, as required by law, or with prior written consent. “Confidential information” means non-public business, technical, or financial information that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

Disclaimer and limitation of liability

Services and generated assets are provided on an “as is” and “as available” basis to the maximum extent permitted by law, without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, FMS Studio is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, data, or goodwill, arising from these Partner Terms or the services, except where liability cannot be excluded by law.

To the extent permitted by law, FMS Studio’s total aggregate liability for all claims arising out of or related to these Partner Terms or the services will not exceed the total fees paid by you to FMS Studio in the twelve (12) months immediately preceding the event giving rise to the claim.

Indemnity

You will defend and indemnify FMS Studio against third-party claims, damages, and expenses arising from your use of generated assets, your business activities, your breach of these Partner Terms, or your violation of third-party rights, except to the extent caused by our gross negligence or willful misconduct.

Delinquency and account restrictions

If your account has an overdue balance that remains unresolved after notice and a reasonable cure period, your account may be marked delinquent. While delinquent, new bookings may be blocked, asset generation may be paused, and published pages may be taken offline. Services will resume once the outstanding balance is paid in full or an alternative arrangement is agreed in writing.

Suspension and termination

Either party may terminate an engagement as set out in your written agreement. We may suspend or terminate access for non-payment, breach, legal risk, or abuse. Upon termination or cancellation:

1. Published partner pages will be taken offline (archived)
2. Outstanding fees remain due and payable
3. Deposit refunds, if any, will be processed in accordance with your written agreement
4. You may request a copy of your generated assets within thirty (30) days of termination, subject to full payment of all outstanding fees. After that period, we are not obligated to retain or provide access to your assets

Provisions that by their nature should survive (including payment obligations, confidentiality, intellectual property, disclaimers, indemnity, and limits of liability) will survive termination.

Force majeure

Neither party will be liable for delays or failures caused by events beyond reasonable control, including natural disasters, acts of government, internet or infrastructure outages, third-party platform failures (including payment-processor, AI-service, or calendar-service outages), labor disputes, cyberattacks, or other force majeure events.

Dispute resolution

Any dispute arising out of or relating to these Partner Terms will be resolved exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to the personal jurisdiction of those courts. Before filing a formal claim, the parties agree to attempt to resolve the dispute informally by contacting hello@fms.studio and allowing thirty (30) days for resolution.

Governing law

These Partner Terms are governed by the laws of the State of California, without regard to conflict of law principles, except where mandatory consumer or other protections apply in your jurisdiction.

General provisions

If any provision of these Partner Terms is held to be unenforceable, the remaining provisions will remain in full force and effect (severability). Our failure to enforce any provision is not a waiver of that or any other provision. You may not assign your rights or obligations under these Partner Terms without our prior written consent. FMS Studio may assign these Partner Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Changes

We may update these Partner Terms from time to time. The “Last Updated” date will change when we do. Material changes will be communicated by email or prominent notice on our site at least fifteen (15) days before they take effect, where practicable. Continued engagement after updates constitutes acceptance of the revised Partner Terms, except where your separate agreement requires otherwise.

Contact

For questions about these Partner Terms, contact hello@fms.studio.