1. Services:

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Provider agrees to provide media production and content services to Client for organic TikTok, Instagram, and Facebook growth for businesses. The specific services to be provided by Provider are custom to each client. The total cost of services is depending on the client. Services are deemed completed when the Provider produces a certain amount of “creative deliverables.” The meaning of “creative deliverable” is a unique creative video to reasonably the same standards of Ohcool Media’s other video content product. A single “creative deliverable” posted to multiple social media accounts is considered as a single “creative deliverable.” Reasonably nominal edits and re-sequencing of shots of a single creative deliverable are considered the same “creative deliverable.”

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2.1 Term: 

This Agreement shall commence on the day it is signed and continue until work is completed in accordance with custom agreements

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2.2 Termination: 

Termination of this contract is only permitted in the event that the obligations of the Agreement are not upheld by either party during the contracted period. The Contract will end when work is completed in accordance with custom agreements

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3. Intellectual Property:

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3.1 Ownership:

Provider acknowledges that all intellectual property rights in any content or materials provided by the Client to Provider shall remain the property of the Client. Client retains all intellectual property rights in any content or materials created by Provider.  

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3.2 License: 

The provider retains a non-exclusive, non-transferable license to use the deliverables provided as part of the Services for marketing and population on social media. 

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4. Confidentiality:

Both Parties agree to treat any information disclosed by the other Party as confidential and shall not disclose it to any third party without prior written consent, except as required by law.

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5. Indemnification:

Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party (the "Indemnified Party"), its affiliates, officers, agents, employees, and permitted successors and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from of this Agreement or resulting from any claim of a third party due to, resulting from, or arising out of this Agreement.

 

Exclusions: The foregoing indemnity will not apply to losses, claims, damages, liabilities, penalties, or expenses to the extent they are attributable to the Indemnified Party's own gross negligence or willful misconduct.

 

6. Limitation of Liability:

Neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement.

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Exclusions: The foregoing limitation of liability will not apply to losses, claims, damages, liabilities, penalties, or expenses to the extent they are attributable to the limited party's own gross negligence or willful misconduct.

 

7. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the state of South Carolina. Any legal action or proceeding arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in South Carolina.

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8. Entire Agreement:

This Agreement constitutes the entire agreement between the Parties and supersedes any prior understandings or agreements, whether written or oral, relating to the subject matter herein.

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9. Posting Rights and Channel Privileges:

Client will provide login credentials and reasonably provide assistance and access to the creation or access of accounts and logins required for services rendered by Provider. Failure by Client to provide such credentials shall not impact the terms of this contract, including payment obligations and timelines.

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10. Client's Authority and Full Authority Granted to OhCool:

Ohcool, the provider, has full authority and autonomy over the creation and management of video concepts and content direction. Ohcool has the power to define when a video is “completed”. 

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11. Payment & Refund Policy 

At the stage there is no broadly applicable Refund Policy OhCool, The provider, will require payment in the amount agreed upon with the client. The refund policy that is custom tailored towards the contract signed with each individual client based off of any guarantees, scope of work promises, etc.