Otyss Marketing Services Agreement

BACKGROUND

This Agreement governs the relationship between Otyss Marketing (hereinafter referred to as the "Service Provider") and any person or entity that purchases services from the Service Provider (hereinafter referred to as the "Client").

This Agreement sets forth the general terms and conditions applicable to the service contract entered into by the Service Provider and the Client.

The Client acknowledges the qualifications, experience, and abilities of the Service Provider to deliver digital advertising services as outlined in this Agreement.

The Service Provider agrees to render Services as outlined in this Agreement to the Client under the terms and conditions outlined herein.

The Service Provider shall provide the Client with a Service Contract, which shall contain all details of the Service as set forth in this Agreement.

The Client engages the Service Provider to deliver the Services as outlined in the Service Contract signed by the Client, which is hereby incorporated into and forms part of this Agreement.

The pricing for the Services shall be disclosed and agreed upon by the Client before the Service Contract is signed.

This Agreement shall be deemed the definitive and governing document, and the Service Provider reserves the right to update it from time to time without prior notice.

In consideration of the aforementioned premises, mutual benefits, and obligations herein acknowledged, the Service Provider and the Client (individually referred to as "Party" and collectively as "Parties") hereby agree as follows.

1. SCOPE OF SERVICES

This section outlines the specific services to be provided by the Service Provider under this Agreement. The Client agrees to engage the Service Provider to perform the services described herein, and the Service Provider agrees to perform such services in accordance with the terms and conditions set forth in this Agreement.

1.1. Video Production Service

Creating a video of the client’s products or services, as specified in the project details provided by the Client. The Client shall provide all necessary information about the products or services, including but not limited to platforms, languages, angles, and voice-over dialects required for the project.

The Service Provider shall deliver the completed video to the Client via an agreed-upon delivery method, mentioned in the Service Contract.

1.2. Landing Page & Store Service

Creating a landing page or a store for the client’s  products or services, as specified in the project details provided by the Client. The Client must provide all necessary details, including but not limited to:

- Branding assets: Logos, color schemes, fonts…

- Content structure: Text, images, videos…

- Preferred Content Management System (CMS) or platform: WordPress, Shopify…

- Design preferences: Specific design preferences or examples

- Required functionalities: contact forms, e-commerce capabilities, integrations…

The Service Provider shall deliver the completed landing page or store to the Client via an agreed-upon delivery method, mentioned in the Service Contract.

1.3. Cloaking Service

Providing the cloaking services on a subscription basis. The "offer page" refers to the Client's web page that promotes a product or service and serves as the target destination for the cloaking service. The Service Provider will supply a new domain and create a white landing page related to the Client's offer page. The Service Provider will set up a cloaked link containing the new domain name hosted on a new server with a white landing page for the Client to use. The scope of the cloaking service includes ensuring that the offer page is redirected through the white landing page to prevent direct association, thereby mitigating the risk of bans and restrictions.

The Service Provider shall deliver the link of the completed white landing page to the Client via an agreed-upon delivery method, mentioned in the Service Contract.

1.4. Assets service

Providing Facebook assets, including Advertising profiles, Business Managers, and Facebook pages, as outlined in the agreed-upon packages. The Client acknowledges that these Facebook assets are intended for legitimate advertising purposes and commits to using them in compliance with all relevant laws, as well as Facebook's policies and guidelines. Furthermore, the Client understands and agrees not to participate in any fraudulent or prohibited activities that could lead to the suspension or termination of Facebook assets.

The Service Provider shall deliver the assets to the Client via an agreed-upon delivery method, mentioned in the Service Contract.

1.5. Agency Ad Account service     

Providing Facebook, Google, TikTok, Snapchat,Taboola, Outbrain and Bing Agency Advertising Accounts, with ongoing services provided.

The client will prepay the ad spend for each platform. Daily reports will detail the actual ad spend and the Client's prepaid balance for each platform. Services will continue uninterrupted as long as the client maintains a positive prepay balance.

Neither party will be liable for any  failure or delay in the performance of its obligations due to events beyond its reasonable control. The Service Provider is not responsible for any changes, restrictions, or interruptions caused by third-party platforms (such as Facebook, Google, etc.). Any such disruptions affecting the client’s ad account or campaigns will not result in liability to the company. The client acknowledges that such platforms are subject to their terms of service, which may change at any time.

2.TERM AND TERMINATION

The term of this Agreement will begin on the date of this Agreement and remain in full force and effect indefinitely until terminated as provided in this Agreement.

If either Party wishes to terminate this Agreement, it shall provide the other Party with no less than three (7) days prior written or oral notice.

This Agreement may be terminated at any time by the Parties mutual agreement. Except as otherwise provided in this Agreement, the obligations of the Service Provider will end upon the termination of this Agreement.

3.GUARANTEE & MODIFICATIONS

The following clauses set the guarantees provided by the Service Provider to ensure the quality of the Services. These guarantees are made to assure the Client that the Services will be delivered in accordance with the standards, timelines, and specifications outlined in this Agreement.

Any modifications requested by the Client after the initial delivery and review period may result in additional charges, to be agreed upon by both parties. Additional charges for modifications or revisions, shall be invoiced separately.

Upon delivery of the Service, the Client agrees that the transaction is considered final and non-refundable. By receiving the delivered Service, the Client confirms satisfaction with the Service as contracted, and waives any right to request a refund, except as required by applicable law.

The timeframe for the Client's review period of deliverables shall be communicated at the time the specific service is described, and mentioned in the Service Contract.

The Service Provider will not be responsible for any damages or issues caused by changes made by the Client or third parties to the Service after the initial delivery and review period.

3.1. Video Production Service 

Upon delivery of the completed Video, the Client shall have a period to review and provide feedback. The Client must notify the Service Provider within the review period if modifications are required. Feedback is defined as any input from the Client that targets fixing an issue related to design or content that was agreed upon. If no feedback or modifications are requested within this review period, the Video shall be deemed accepted as is. Any modifications requested after this period will incur additional charges. 

3.2. Landing Page & Store service

Upon delivery of the completed landing page or store, the Client shall have a period to review and confirm that the landing page or store meets the agreed-upon specifications. The Client must notify the Service Provider within the review period if modifications are required. If no feedback or modifications are requested within this timeframe, the landing page or store shall be deemed accepted as is. Any modifications requested after this period will incur additional charges. 

3.3. Cloaking Service

The Service Provider ensures prompt replacement of banned domain names and white landing pages within a review period, along with guidance and assistance in resolving issues related to the cloaking service.

3.4. Assets service

The Service Provider assures that the delivered assets will be fully functional upon receipt. If any issues arise, such as login failures or unexpected bans within the review period, the Service Provider will promptly replace the affected assets. This guarantee applies once for each provided asset and is enforceable accordingly.

3.5. Agency Ad Account Service

The client reserves the right to notify the Service Provider when they are ready to commence the service. If the service is fully prepared, the client is allowed a maximum delay of up to 10 days. Should the service still require preparation, and the client informs the Service Provider in advance, the client may postpone the service for a maximum period of one month.

4.PAYMENT AND SUBSCRIPTION TERMS 

All the payments for the services described in this agreement can be made by a bank transfer to the Service Provider’s bank account.

All the payments are processed during the Service Provider’s official working hours:

     - Monday to Tuesday, from 8:30 to 17:30 (GMT+1)

     - Friday, from 8:30 to 13:00 and from 15:00 to 18:30 (GMT+1)

     - Saturday, from 8:30 to 12:30 (GMT+1)

Any payments received outside these hours, including weekends and public holidays, will be considered received at the start of the next working hour and processed accordingly.

The bank account information required for payment shall be provided to the Client at the time the quotation is issued.

4.1.  Cloaking service

The subscription starts on the day the project is delivered. If the Client does not pay the subscription fee by the due date, there is a grace period of three (3) days to make the payment. If the payment is not received within this period, the Service Provider will turn off the cloaking service until payment is received.

4.2.  Agency Ad Account 

The client will pay a one-time fee or monthly subscription for the Service Provider for the Agency Ad Account as well as a commission fee that is deducted from each top-up made by the Client.

The subscription for the Agency Ad Account will begin once the client receives the Agency Ad Account, and the billing cycle will renew every 30 days thereafter.

If the Client terminates Services (partially or fully), the Service Provider will refund any corresponding remaining prepay balance and issue an invoice credit. Invoices submitted by the Service Provider to the Client are due upon receipt. The Compensation as stated in this Agreement is final and includes all applicable duties as required by law.

If the ad account becomes inactive for more than 30 days and if reactivated after being removed, the client will be charged a reactivation fee equivalent to the initial account opening fee. If there is no activity in the ad account for more than 30 days with a balance available, a deduction of 50$ will be applicable Each Month. In case of ad account restriction, the client is eligible for three replacements on each account. And if the duration between restrictions is above 2 days then the replacements are unlimited.

If the client requests a refund of his remaining balance, the balance will be refunded after deductions for any services already rendered. This process may take several days based on the number of ad accounts and payments the client made.

5.AFFILIATE AND RESELLER PROGRAM

5.1 Affiliate Program

The Affiliate Program is designed to allow individuals or entities (“Affiliates”) to earn commissions by referring new clients or customers. By participating in the Affiliate Program, Affiliates agree to promote our products and services in a lawful, ethical, and transparent manner. The specific terms, responsibilities, and benefits associated with participation in the Affiliate Program shall be communicated at the time the specific service is described. Once a referred customer has completed a qualifying purchase, a formal Affiliate Agreement will be provided to the Affiliate.

5.2 Reseller Program

The Reseller Program enables individuals or businesses (“Resellers”) to purchase our products or services at discounted rates for the purpose of reselling them to end customers. By joining the Reseller Program, Resellers agree to represent our offerings professionally, maintain ethical sales practices, and comply with all applicable laws and policies. Detailed terms, obligations, and benefits of participation will be provided when the specific program details are shared. A formal Reseller Agreement outlining the rights and responsibilities will be issued to the Reseller.

6. TRADE SECRETS

Trade secrets (the "Trade Secrets") include, but are not limited to, any data or information, technique or process, tool or mechanism, formula or compound, pattern, or test result relating to the Client’s business that is proprietary and confidential, and that provides the Client with a competitive advantage. Disclosure of such Trade Secrets could reasonably be expected to cause harm to the Client.

The Service Provider agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any Trade Secrets that he has obtained, except as authorized by the Client or as required by law.

The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

7. INTELLECTUAL PROPERTY RIGHTS

All intellectual property and related materials, including but not limited to any Trade Secrets, moral rights, goodwill, and all rights in any patents, copyrights, trademarks, trade dress, industrial designs, trade names, and any registrations or applications related thereto (collectively, the “Intellectual Property”), developed or produced by the Service Provider under this Agreement shall be and remain the sole and exclusive property of the Client.

The Client shall have unrestricted and exclusive rights to use, reproduce, modify, distribute, or otherwise exploit the Intellectual Property for any purpose, without limitation.

The Service Provider agrees not to use, reproduce, or disclose any such Intellectual Property for any purpose other than as expressly permitted under this Agreement, unless prior written consent is obtained from the Client. Any unauthorized use by the Service Provider shall constitute a material breach of this Agreement, and the Service Provider shall be liable for any and all damages, losses, or claims arising therefrom.

8. RETURN OF PROPERTY

Upon the expiration or termination of this Agreement, the Service Provider will return to the Client any property, documentation, records, or confidential information that is the property of the Client.

9. INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for services. During the Term, the Client is not required to pay or contribute to any social security, local, state, or federal taxes, unemployment compensation, workers's compensation, insurance premium, profit-sharing, pension, or other employee benefit for the Service Provider.

10. SUBCONTRACTING AND AUTONOMY

The Service Provider reserves the right to engage third-party subcontractors at their discretion to fulfill any or all obligations under this Agreement. The Client agrees not to enlist any third parties to aid in service provision.

If subcontractors are engaged, the Service Provider shall be responsible for compensating such subcontractors for their services. Subcontractors are considered agents of the Service Provider for indemnification purposes.

The Service Provider maintains full control over work methods, timing, and decision-making regarding service provision, as outlined in this Agreement. They operate autonomously and independently from the Client's direction while remaining responsive to reasonable Client needs and concerns.

11. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performing their obligations under this Agreement if such failure or delay is caused by circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, natural disasters, governmental actions, or any other events beyond the reasonable control of the Party affected ('Force Majeure Event'). 

The affected Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. During the period of such delay or failure to perform, the obligations of the affected Party shall be suspended, and the time for performance shall be extended by a period equal to the duration of the Force Majeure Event.

If the Force Majeure Event continues for more than six (6) consecutive days, either Party may terminate this Agreement by providing written notice to the other Party.

12. EQUIPMENT

Unless otherwise specified in this Agreement, the Service Provider shall, at their own expense, provide and maintain all equipment, software, materials, and other supplies necessary for the performance of their duties under this Agreement. Such items are for the Service Provider’s use in providing the Services and shall not be furnished to the Client.

13. NO EXCLUSIVITY

The Parties acknowledge and agree that this Agreement is non-exclusive. Accordingly, either Party shall remain free, both during and after the Term, to engage in or contract with third parties for the provision of services similar or identical to the Services described herein.

14. NOTICE

All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Service Provider at the following addresse: 30 N Gould St Ste N Sheridan, WY 82801 USA

Such communications shall be deemed duly given when delivered in person, when sent to a registered address through the postal service, or when dispatched by a recognized overnight courier service.

15. INDEMNIFICATION

Each Party commits to indemnify and shield the other Party, including its directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns, from any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs, resulting from the actions or oversights of the indemnifying party or its representatives. This indemnification obligation will persist beyond the termination of this Agreement, unless settled by insurance or as permitted by law.

16. MODIFICATION OF AGREEMENT

Any changes or additions to this Agreement, or any additional responsibilities undertaken by either Party related to this Agreement, will only be valid if they are documented in writing and signed by both Parties or their authorized representatives.

17. TIME OF THE ESSENCE

Time is of the essence in the performance of all obligations under this Agreement. Both Parties acknowledge the importance of adhering to agreed-upon timelines and schedules. No extension, modification, or delay in performance shall be construed as a waiver of the requirement for timely performance. The failure of either Party to enforce strict compliance with time-related provisions shall not be deemed a waiver of the right to insist on timely performance thereafter. In the event of any dispute related to deadlines, the Parties agree to engage promptly and in good faith to resolve the matter. This clause shall survive the termination or expiration of this Agreement.

18. ASSIGNMENT

The Service Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

19. CONFIDENTIALITY

Both Parties agree to maintain the confidentiality of proprietary or sensitive information exchanged.

20. LIMITATION OF LIABILITY

The Service Provider shall not be liable for indirect or consequential damages arising from the use of the cloaking service, including but not limited to, loss of revenue, profits, or data.

21. GOVERNING LAW

This Agreement shall be governed, construed, and enforced in accordance with the laws of the united states Both parties irrevocably submit to the exclusive jurisdiction of the courts of the United States for any disputes arising out of or relating to this Agreement. Any legal action or proceeding concerning this Agreement shall be brought exclusively in such courts. The choice of governing law and jurisdiction is made with the mutual understanding and agreement of both parties, and no party shall contest or challenge such choice in any forum or jurisdiction. This provision shall survive the termination or expiration of this Agreement.

22. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties, superseding all prior agreements.