Terms & Conditions

1. Scope of Services

1.1 Services. The company will repurpose Client’s existing or future recorded webinars, podcasts, and long-form videos into deliverables including short-form videos, blog posts, infographics, slide decks, and related content. Deliverables shall be provided to the Client within the agreed upon days after the Client supplies the required original content.

2. Fees & Payment Terms

2.1 Fees. Client agrees to pay the fees specified in Exhibit A ("Fees"). All fees paid are non-refundable.

2.2 Cancellation Policy. Clients may cancel at any time through their portal. If the client cancels their plan prior to their documents being produced, the client will not receive those
documents.

2.3 Late Payment. Any unpaid balance outstanding beyond 14 days shall accrue interest at a rate of 3% per month (36% annual rate).

3. Intellectual Property, Licensing & Use

3.1 Client Materials. Client retains all rights to its original content.

3.2 License Grant. Client grants the Company a non-exclusive, worldwide, royalty-free license to use Client’s materials solely to perform contracted services.

3.3 Deliverable Ownership. Upon full payment, Company assigns Client all rights, titles, and interests in the final deliverables.

3.4 Company Tools. Company retains ownership of pre-existing templates, processes, and proprietary tools.

3.5 Use & Liability Disclaimer. Deliverables become Client’s sole property upon payment and delivery. Client accepts responsibility for any decisions and outcomes resulting from the use of deliverables. Company explicitly disclaims liability for results or consequences arising from the Client’s use of deliverables.

4. Term & Termination

4.1 Term. This Agreement remains in effect indefinitely unless terminated earlier.

4.2 Termination for Convenience. Either party may terminate this agreement with notice. Client remains liable for fees due for services rendered and work in progress.

5. Additional Legal Provisions

5.1 Indemnification. Client agrees to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against all claims, liabilities, losses, damages, and expenses, including reasonable attorneys' fees, arising directly or indirectly from Client’s use or distribution of the Deliverables.

5.2 Limitation of Liability. Company’s total liability arising under or related to this Agreement, regardless of the cause of action, will be limited to the total Fees actually paid by Client in the 12 months preceding the event giving rise to liability.

5.3 Confidentiality. Both parties agree to keep confidential any non-public information, methodologies, or trade secrets disclosed during the term of this Agreement and thereafter. Such confidential information shall not be disclosed to third parties without prior written consent.

5.4 Force Majeure. Company shall not be liable or responsible for any failure to perform or delays caused by circumstances beyond its reasonable control, including but not limited to natural disasters, government restrictions, internet outages, or other disruptions.

5.5 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of South Dakota, without regard to conflicts of laws principles. Any disputes arising under this Agreement shall be resolved exclusively by the competent courts located in South Dakota.

5.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain enforceable.

5.7 Entire Agreement. This Agreement represents the entire understanding between Company and Client, superseding any prior agreements, whether oral or written. Any modifications must be in writing and signed by both parties.

5.8 No Waiver. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision.

5.9 Assignment. Client may not assign or transfer this Agreement or any obligations hereunder without the prior written consent of Company.

5.10 Independent Contractor. Company acts strictly as an independent contractor and nothing in this Agreement shall be interpreted to establish an employment, partnership, joint venture, or agency relationship.

5.11 Attorney's Fees. In any legal action or proceeding arising from or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

5.12 Notice. All notices required or permitted under this Agreement must be in writing and delivered by email, certified mail, or courier service to the addresses provided by the parties, and shall be deemed received upon confirmed delivery.

5.13 Electronic Signature Validity. Electronic signatures or acknowledgments by Client through Company’s online portal or electronic means are considered legally binding and equivalent to handwritten signatures.

5.14 Dispute Resolution (Arbitration). Any disputes or claims arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). Arbitration shall take place in South Dakota.

5.15 Specific Response Timelines. Any request or notice under this Agreement shall be responded to by the receiving party within 7 business days of confirmed receipt.

5.16 Audit Rights. Upon reasonable request and notice, Client shall have the right to audit Company's data handling practices related to the Services provided herein, limited to once per calendar year.

5.17 Survival Clause. Sections related to confidentiality, indemnification, limitation of liability, intellectual property, and dispute resolution shall survive termination or expiration of this Agreement.