1.1 Video Production Services

promotion of the Client's product or service, as specified in the project details provided by the Client. The Client shall provide all necessary information about the product or service, including but not limited to platforms, languages, angles, and voice-over dialects required for the project. Any changes requested by the Client after the project has commenced may result in additional charges, to be agreed upon by both parties.

1.2 Landing Page & Store Services

The Client also engages the Agency to create a landing page or a store for the products or service. The Client must provide all necessary details, including the platform the landing page or the store should be on, content, design preferences, and any specific functionalities. The Agency will deliver the completed landing page for the Client's review and feedback.

The Client must provide the following details and materials for the creation of the landing page or store:

                            ● Branding assets: Logos, color schemes, fonts 

                            ● Content structure: Text, images, videos 

                            ● Preferred Content Management System (CMS) or platform: e.g., WordPress, Shopify 

                            ● Design preferences: Specific design preferences or examples 

                            ● Required functionalities: e.g., contact forms, e-commerce capabilities, integrations

1.3 Cloaking Service

The Client hereby engages the Agency to provide 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 Agency will supply a new domain and create a white landing page related to the Client's offer page. The Agency will set up the cloaking and deliver 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.

1.4 Assets

The Service Provider agrees to supply the Client with 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 the Facebook assets.

1.5 Agency ad account service

The Service Provider will furnish Facebook, Google, TikTok, Snapchat, and Bing advertising accounts to support the Client's online businesses, 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 prepay balance for each platform. Services will continue uninterrupted as long as the client maintains a positive prepay balance, with each service including one backup account. Exceptions may allow for up to four additional backups, subject to analysis of daily spending, performance, and ad account closure duration. In the event of Service termination by the Client, any remaining prepaid balance will be refunded, excluding the monthly subscription fee.

2. Term and Termination

-The term of this Agreement (the "Term") will begin on the date of this Agreement and remain in full force and effect indefinitely until terminated as provided in this Agreement. -In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 3 days' written or oral notice to the other Party. -In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may, after providing written notice to the defaulting Party and allowing a reasonable cure period of [insert number] days, terminate this Agreement immediately. Upon termination, the defaulting Party shall indemnify the non-defaulting Party against all reasonable damages, provided that such damages shall not exceed [Amount]. Both Parties agree to undertake reasonable efforts to mitigate any damages resulting from the breach. -This Agreement may be terminated at any time by mutual agreement of the Parties. -Except as otherwise provided in this Agreement, the obligations of the Service Provider will end upon the termination of this Agreement.

3. Guarantee & Modifications

3.1 Video Production Services

Upon delivery of the completed landing page, the Client shall have a period of three (3) business days to review and provide feedback. 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 timeframe, the landing page shall be deemed accepted as is. Any modifications requested after this period will incur additional charges. The Client must notify the Agency within the three-day review period if modifications are required. The Agency will not be responsible for any damages or issues caused by changes made by the Client or third parties to the landing page after the initial delivery and review period.

3.2 Landing Page & Store

Upon delivery of the completed landing page, the Client shall have a period of three (3) business days to review and confirm that the landing page meets the agreed-upon specifications. If no feedback or modifications are requested within this timeframe, the landing page shall be deemed accepted as is. Any modifications requested after this period will incur additional charges. The Client must notify the Agency within the three-day review period if modifications are required. The Agency will not be responsible for any damages or issues caused by changes made by the Client or third parties to the landing page after the initial delivery and review period.

3.3 Cloaking Service

The Agency ensures prompt replacement of banned domain names and white landing pages within a maximum 24-hour period, along with guidance and assistance in resolving issues related to the cloaking service.

3.4 Assets

The Service Provider assures that the Facebook assets delivered will be fully functional upon receipt. If any issues arise, such as login failures or unexpected bans within the initial 6 days, 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 agency of their readiness to commence service. However, under the condition that the service is prepared, the client has a maximum allowance of 10 days for any delay. In the event that the service is not yet prepared and the client notifies the agency beforehand, the client may postpone it for a maximum of one month.

4. Payment and Subscription Terms

All services mentioned in this agreement can be paid for using the following methods: Wise, CIH Bank, Payoneer, Binance, and Mercury, paypal.

4.1 Video Production Services

The Client receive services according to the package they have paid for: 

  ● Video ad starter [59$]. 

  ● Video ad medium [99$]. 

  ● Video ad pro [159$].

Additional charges for modifications or revisions,shall be invoiced separately.  

4.2 Landing Page & Store

The Client receive services according to the package they have paid for: 

● LP ad Starter [49$]. 

● LP ad medium [69$]. 

● LP ad pro [99$]. 

Additional charges for modifications or revisions,shall be invoiced separately.

4.3 Cloaking Service

The Client receive services according to the package they have paid for:

  ● Starter Plan. 

    Monthly Subscription Cost: $99 

    Included Flows: [1 flow] 

  ● Medium Plan. 

    Monthly Subscription Cost: $250 

    Included Flows: [3 flow] 

  ● Pro Plan. 

    Monthly Subscription Cost: $400 

    Included Flows: [5 flow] 

  ● Business Plan.

    Monthly Subscription Cost: $700 

    Included Flows: [10 flow]  

                   a). Subscription Fee: The subscription starts on the day the project is delivered. 

                   b). Subscription Payment Deadline : If the Client does not pay the subscription fee by the due date, there is a three (3) day grace period to make 

                        the payment. If the payment is not received within this period, the Agency will turn off the cloaking service until payment is received.

4.4 Assets

The Client receive services according to the package they have paid for: 

   ● Starter [99$]. 

   ● Booster [159$]. 

   ● Ads master [229$]. 

Additional charges for modifications or revisions,shall be invoiced separately.

4.5 Agency ad account

a).Payment terms 

-The client will pay the Service Provider for actual Facebook, Google, Tiktok, Snapchat, Bing -In the event that the Client terminates Services (partially or fully), the Service Provider will refund any corresponding remaining prepay balance within 5 working days (Including the service fee) 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. -The Service Fee will be divided into two parts: a subscription fee and a percentage of ad spend.

5. Affiliate and B2B Engagement Policies.

5.1 Affiliate Program.

● Eligibility All Otyss clients with active subscriptions in agency ad accounts are eligible to participate in the affiliate program. Additionally, clients who have purchased an asset package from Otyss Marketing are also eligible to participate in the affiliate program. 

● Active Subscription Clients For clients with active subscriptions, a referral that results in a new subscription purchase by the referred party will entitle the referring client to receive a $50 credit. This credit will be applied to the referring client's subscription for the next month or as a top-up to their existing account balance. The top-up from this reward is subject to a fee deduction agreed upon by Otyss Marketing and the client. This credit cannot be converted to cash or be transferred to the client’s bank account. 

● Asset Package Clients Clients who have purchased any asset package from Otyss Marketing and refer a new client who also purchases an asset package will be eligible Platforms Subscription cost Facebook 100$ Tik Tok 50$ Snapchat 100$ Google 100$ Bing 150$ Fee % Monthly Spend 6% $0-$30k 5% $30k-$100k 4% $100k-$500k 0% $500k+ for a $20 coupon. This coupon can be used towards the purchase of any asset with the same value. The discount is only applicable when the referred client completes the purchase of an asset package.

● Conditions for Reward The affiliated party (referred client) must successfully purchase a subscription or an asset package for the affiliating party (referring client) to receive the corresponding reward. For subscription-based referrals, the $50 credit must be applied to the next month's subscription or as a top-up. For asset-based referrals, the $20 coupon must be used towards an asset purchase. These rewards cannot be converted to cash or transferred to the client’s bank account. 

● Non-Transferability Rewards and credits earned through the affiliate program are non-transferable and must be used exclusively by the referring client within the specified parameters. Any attempt to transfer, sell, or exchange credits or coupons will result in forfeiture of the reward. 

● Program Changes and Termination Otyss Marketing reserves the right to modify or terminate the affiliate program at any time, with notice provided to participating clients. Any changes will not affect rewards earned prior to the modification or termination.

5.2 B2B Agency Ad Account Access.

● Eligibility The B2B Agency Ad Account Access program is available exclusively to business clients upon request. Eligibility is determined at the sole discretion of Otyss Marketing based on the business's needs and the availability of resources. 

● Request Process Business clients interested in the B2B Agency Ad Account Access must submit a formal request to Otyss Marketing. This request should include detailed information about the business, intended use of the ad account, and any specific requirements or objectives. 

● Approval and Access Upon receiving a request, Otyss Marketing will evaluate the business client's eligibility. Approved clients will be granted access to the Agency Ad Account on terms agreed upon between the client and Otyss Marketing. Otyss Marketing reserves the right to decline any request at its discretion. 

● Pricing The pricing for B2B Agency Ad Account Access is determined based on the quantity and type of ad accounts requested. Prices are provided upon request, and clients must agree to the pricing terms before access is granted. 

● Usage Terms Clients granted access to the Agency Ad Account must comply with all terms of use specified by Otyss Marketing. This includes adhering to any guidelines, limitations, and operational procedures communicated during the approval process.

● Termination of Access Otyss Marketing reserves the right to terminate access to the Agency Ad Account at any time, with or without cause. Notice of termination will be provided to the business client, and access will be revoked immediately upon notice. 

● Confidentiality All information exchanged as part of the B2B Agency Ad Account Access program shall be treated as confidential. Both parties agree to protect such information from unauthorized disclosure and use it solely for the purposes specified in the agreement. 

● No Transferability Access to the B2B Agency Ad Account is non-transferable. Clients are prohibited from sharing, selling, or otherwise transferring access to third parties. Any violation of this clause will result in immediate termination of access.  

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 business of the Client, that is secret and proprietary to the Client, and that gives the business a competitive advantage where the release of that Trade Secret could be reasonably 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 the Service Provider 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 material, including any Trade Secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. The Service Provider may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Service Provider will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

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' compensation, insurance premium, profit-sharing, pension, or other employee benefit for the Service Provider.

10. Subcontracting and Autonomy

   10.1 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. 

  10.2 If subcontractors are engaged: 

          AUTONOMY: The Service Provider is responsible for compensating subcontractors for their services and Subcontractors are considered agents of the 

          Service Provider for indemnification purposes. 

  10.3 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'). In the event of a Force Majeure Event, the affected Party shall promptly notify the other Party in writing and shall use reasonable efforts to mitigate the effects of the Force Majeure Event. The performance of the obligations under this Agreement shall be suspended during the continuance of the Force Majeure Event, and the time for performance shall be extended for a period equal to the duration of the Force Majeure Event. If the Force Majeure Event continues for a period of more than 6 days, either Party may terminate this Agreement by providing written notice to the other Party.

12. EQUIPMENT

Unless specified otherwise in this Agreement, the Service Provider is responsible for furnishing all equipment, software, materials, and any other necessary supplies at their own cost to deliver the Services as outlined in the Agreement.

13. NO EXCLUSIVITY

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

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 Parties at the following addresses: 

AGADIR BAY, N 107 BLOC A IMM TECHNOPOLE 1, Agadir 80000 

or to such other address as either Party may from time to time notify the other, and will be deemed properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

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.

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.

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 deemed crucial to the fulfillment of obligations under this Agreement. Both parties acknowledge the significance of adhering to agreed-upon timelines and schedules. Any extension or alteration to this Agreement shall not diminish the importance of timely performance. Each party agrees that failure to enforce strict compliance with timelines shall not waive the right to demand punctuality in the future. Should disputes arise concerning deadlines, parties commit to promptly engage in good-faith negotiations to resolve them. This clause shall remain in effect beyond 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 Kingdom of Morocco. Both parties irrevocably submit to the exclusive jurisdiction of the courts of Morocco 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.

In witness whereof, the parties hereto have caused this contract to be

executed.