Client Service Agreement

"Content" means all videos, media, branding, data, and materials provided by Client.

"Services" means content clipping, editing, distribution, posting, and organic traffic generation performed by OTF.

"Deliverables" means the quantity of content, posting activity, or traffic output associated with Client's selected package and any add-ons.

"Platforms" means third-party platforms including, but not limited to, TikTok, Instagram, YouTube, and similar services.

OTF shall provide Services to Client based on the package and any add-ons selected by Client at the time of purchase, onboarding, or written confirmation.

The specific Deliverables, pricing, and scope shall be defined by:

• Client's selected package
• Any add-ons
• Checkout page, invoice, onboarding form, or written confirmation

This Agreement governs all Services. In the event of any conflict between this Agreement and any checkout page or invoice, this Agreement shall control.

OTF retains sole discretion over the methods, systems, accounts, strategies, and processes used to deliver Services.

Client acknowledges and agrees:

• OTF does not control Platforms or their algorithms
• Performance depends on external factors including content quality, audience behavior, and platform policies
• Any reference to "views," "traffic," or similar metrics refers to service output and not business outcomes

OTF makes no guarantees regarding:

• Revenue
• Leads
• Conversions
• Virality

Client represents, warrants, and covenants that:

• Client owns or has all rights necessary to use and distribute Content
• Content does not infringe any intellectual property or proprietary rights
• Content complies with all applicable federal, state, and local laws and regulations
• Client will not use Services for unlawful, misleading, or deceptive purposes

Client shall be solely responsible for all use of Content and any outcomes resulting from Services.

Payment terms shall be defined at checkout or invoice. Unless otherwise agreed:

• Payment is due in advance
• All payments are non-refundable
• Any unpaid balance outstanding for thirty (30) days or more shall accrue interest at 1.5% per month (or the maximum allowed by law)

OTF reserves the right to suspend or terminate Services for non-payment.

Client agrees:

• All payments are final and non-refundable
• Client will not initiate chargebacks, disputes, or reversals

Client shall be liable for all costs, damages, fees, and expenses (including attorneys' fees) incurred by OTF as a result of any chargeback or dispute.

OTF shall not be responsible for:

• Platform bans, suspensions, or restrictions
• Content removal or suppression
• Changes to platform algorithms, policies, or reach

Client assumes all risks associated with the use of Platforms.

All systems, strategies, workflows, distribution methods, software, processes, and technologies used by OTF (collectively, "OTF IP") are proprietary and remain the exclusive property of OTF.

Client shall not:

• Copy, replicate, or reverse engineer any OTF IP
• Use OTF Services to create or compete with similar services
• Disclose or exploit OTF IP for any purpose outside this Agreement

Client agrees it shall:

• (a) Not disclose to any third party or use any Confidential Information except as necessary under this Agreement; and
• (b) Take all reasonable measures to protect such Confidential Information.

"Confidential Information" includes, without limitation:

• Systems, strategies, workflows, and processes
• Business models, pricing, and financial data
• Client data, performance data, and analytics

Confidential Information does not include information that:

• Is publicly available without breach
• Was lawfully known prior to disclosure
• Is independently developed

These obligations shall survive termination of this Agreement.

Each Party represents and warrants that it shall comply with all applicable laws, regulations, and industry standards in connection with this Agreement.

Client shall be solely responsible for compliance related to its business, marketing practices, and use of Services.

Client shall reasonably cooperate with OTF in connection with any third-party claims, regulatory inquiries, or platform-related issues arising from Client's Content or use of Services.

Client agrees to indemnify, defend, and hold harmless OTF, its affiliates, officers, directors, employees, agents, contractors, and partners from and against any and all liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client Content
• Client's use of Services
• Client's breach of this Agreement
• Client's violation of laws or platform policies

OTF agrees to indemnify Client solely for third-party claims directly arising from OTF's willful misconduct or knowing violation of law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

IN NO EVENT SHALL OTF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS.

TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THIS LIMITATION APPLIES REGARDLESS OF LEGAL THEORY AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, or agency relationship.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Client may not assign, transfer, delegate, or otherwise dispose of this Agreement, in whole or in part, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of OTF, which may be withheld in OTF's sole discretion. Any attempted assignment in violation of this Section shall be null and void.

OTF may assign, transfer, delegate, or otherwise dispose of this Agreement, in whole or in part, without restriction and without notice, including, but not limited to:

• In connection with any merger, acquisition, consolidation, or sale of all or substantially all of its assets or equity
• To any parent company, subsidiary, affiliate, or related entity
• As part of any corporate restructuring, financing, or reorganization

Client acknowledges and agrees that any successor or assign of OTF shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that OTF would be required to perform if no such succession or assignment had occurred.

OTF shall have no further obligation under this Agreement following a valid assignment, provided that the assignee has assumed such obligations.

This Agreement shall remain in effect until terminated.

OTF may terminate this Agreement at any time. Client may terminate with written notice.

All outstanding balances shall become immediately due upon termination.

This Agreement shall be governed by the laws of the State of Florida.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements.

Any modifications must be in writing and signed by both Parties.