1. Agreement to Terms

This Terms of Service agreement ("Terms") constitutes a legally binding contract between you, the client or partner ("Client," "you"), and Bottega Private Management Group ("BPMG," "we," "us"), a firm operating under DOA Holdings.

By engaging BPMG for any project, service, or collaboration ("Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms. The specific scope, deliverables, timeline, and compensation for any engagement will be detailed in a separate Statement of Work (SOW), which, upon execution, will be incorporated into and form part of this agreement.

2. Description of Services

BPMG is a private management contractor providing creative direction and multidisciplinary management services. Our core function is to build integrated, end-to-end systems for our Clients. Our capabilities include, but are not limited to:

• Design: Product, graphic, web, and system design.

• Media & Narrative: Content strategy, storytelling, and visual media production.

• Production & Manufacturing: Prototyping, sample development, and supply chain management.

• Physical Infrastructure: Project coordination for skilled trades and construction services.

• Strategy & Distribution: Brand architecture, market testing, and campaign rollouts.

3. Compensation and Payment Terms

The compensation model for Services will be defined in the applicable SOW. Our models include:

• Project Fees: A fixed, flat fee for a clearly defined project.

• Retainers: A recurring fee for ongoing management and advisory services.

• Equity & Revenue Sharing: A partnership model wherein BPMG receives a percentage of revenue or equity generated by the collaborative project.

Payment Schedule: All invoices are due upon receipt, unless otherwise specified in the SOW. Late Payments: Invoices not paid within fifteen (15) days of the due date will be considered delinquent. BPMG reserves the right to suspend all work on the Project until the outstanding balance is paid in full.

4. Intellectual Property Rights

• Client Intellectual Property: Upon full and final payment for the Services, the Client will own the rights to the final, unique deliverables created specifically for the Project as defined in the SOW.

• BPMG Intellectual Property: BPMG retains full ownership of all its pre-existing materials, proprietary systems, internal tools, processes, and the underlying methodologies used to execute the Services (our "Engine").

• Portfolio Rights: Unless otherwise agreed upon in writing, BPMG retains the non-exclusive, perpetual right to display the work created for the Client in our portfolio, for marketing purposes, and in case studies.

5. Client Responsibilities and Approvals

The Client agrees to provide timely feedback, necessary assets (e.g., logos, content), and clear communication to facilitate the smooth execution of the Project. BPMG will rely on the Client for approvals at key milestones as defined in the SOW. Delays in receiving Client feedback or approval may result in an adjustment of the project timeline and may incur additional costs.

6. Confidentiality

Both BPMG and the Client agree to maintain the confidentiality of all non-public information shared by the other party ("Confidential Information"). This includes business strategies, financial information, and trade secrets. This obligation will survive the termination of our engagement.

7. Term and Termination

The term of our engagement will be specified in the SOW. Either party may terminate this agreement with thirty (30) days' written notice. If the Client terminates the agreement without cause, the Client agrees to pay for all work completed and expenses incurred by BPMG up to the date of termination. BPMG may terminate the agreement immediately if the Client is in material breach of these Terms.

8. Limitation of Liability and Disclaimer of Warranties

BPMG provides its Services "as is." We are committed to professional excellence, but we make no warranties, express or implied, regarding specific business outcomes, market performance, or revenue targets.

IN NO EVENT SHALL BPMG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. BPMG'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THE SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO BPMG FOR THE SPECIFIC PROJECT IN QUESTION.

9. Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles. Any dispute arising from this agreement that cannot be resolved amicably shall be settled through binding arbitration conducted in Detroit, MI & Washington, D.C.