Marketing-Studio's & YouTube-Studio's

This Service Agreement ("Agreement") is between:

• Service Provider: Pascoal Dsouza, with registered address at C5 Mahalaxmi Housing Society, Sakinaka, Mumbai 400072, India ("we", "us", "Provider")
• Client: the legal entity or individual identified in the signup form / accepted email ("you", "Client")

By clicking "I agree", replying "I accept" to our quote email, or paying the setup invoice, you agree to this Agreement.

1. Services

We will provide one or both of the following services, depending on the package you purchase.

1.1 Marketing-Studio's (Instagram + Facebook)

• Niche and audience research, refreshed weekly
• Approximately 5–7 feed posts and 2–4 Reels per week across your Instagram and Facebook accounts
• Captions written in your brand voice
• On-brand AI-generated visuals
• Cross-posting to multiple Instagram / Facebook profiles you authorise
• Auto-reply to direct messages and comments using a tone you approve in writing
• Drafts of Meta Ads campaigns ready for you to launch (we do not spend your ad budget)
• One weekly performance report by email or shared dashboard

1.2 YouTube-Studio's

• Niche and trend research, refreshed weekly
• Approximately 1–2 long-form videos per week OR 5–15 YouTube Shorts per week, depending on the mode you select
• Optional "Your own Story" mode: AI image slideshow with narration, background music, transitions and effects
• Scripts in your brand voice, AI narration, automated editing and thumbnail generation
• Copyright/audit pass before upload
• Scheduled upload to your YouTube channel
• One weekly performance report

1.3 Bundle

Both services above, run from a single dashboard, at the bundle price stated in your quote.

1.4 What is NOT included

• Paid ad spend (you pay Meta / Google directly with your own card)
• Stock photography licences, music licences, or third-party API costs other than the AI tools we ship
• Custom integrations not listed in your quote
• Influencer fees, brand collaborations, or PR
• Source code, training data, model weights, or any access to the underlying systems (see §6)

2. Fees and Payment

2.1 Setup fee

A one-time setup fee as stated on the quote, payable before we begin work. Paid in full, non-refundable except as stated in §10.

2.2 Free period

The first three (3) calendar months of service after setup completion are provided free of subscription charges. The subscription period begins on the day immediately following the end of the free period.

2.3 Subscription

Monthly subscription as stated on the quote, billed monthly in advance. Invoices are payable within seven (7) days of issue. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

2.4 Currency and taxes

Indian clients are billed in INR plus applicable GST. International clients are billed in USD; you are responsible for any local taxes, withholding, or currency conversion costs.

2.5 Price changes

We may revise subscription pricing with thirty (30) days' written notice. You may cancel under §10 before any new pricing takes effect.

3. Client Obligations

You agree to:

• Provide accurate brand information, brand guidelines, product details, and any reference assets we reasonably request
• Grant us the access we need to publish on your behalf (Instagram Business / Facebook Page tokens via Meta Business Suite; YouTube channel managership; etc.). You may revoke this access at any time
• Approve or reject scheduled content in a timely manner where the package requires approval (default: silence after 24 hours = implicit approval for autopilot mode; immediate approval required in "review-first" mode)
• Pay invoices on time
• Not use the services to publish content that is unlawful, defamatory, discriminatory, sexual, deceptive, infringing, or harmful, or that violates the terms of service of Instagram, Facebook, YouTube, or any platform we publish to

We may refuse, pause, or terminate the service immediately if we believe your use violates this section.

4. Account Access and Authority

• You retain full ownership and administrative control of your social media accounts at all times
• You grant us a limited content-publishing licence solely to perform this Agreement
• You may revoke our access at any time without notice; we cannot perform the services without it
• We will never change your account passwords, transfer account ownership, or take any administrative action outside content publishing

5. Intellectual Property — Deliverables

5.1 Your content

You own all final deliverables we publish to your accounts on your behalf: captions, generated images, generated videos, scripts, schedules, and reports ("Deliverables").

Upon full payment of the corresponding invoice, we assign to you a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify, reproduce, distribute, and sublicense the Deliverables for any lawful business purpose.

5.2 Underlying inputs

You retain ownership of all brand assets, trademarks, product images, and other inputs you provide to us. You grant us a non-exclusive licence to use those inputs solely to produce the Deliverables.

5.3 Case-study rights

We may, by default, reference our work for you (anonymously or with your company name) in marketing materials such as case studies, demo videos, our website, and pitches to other prospects. You may opt out of identified case studies at any time by emailing us — anonymous aggregate statistics (e.g. "We grew a Tier-1 Indian coffee brand by 320% in 60 days") may still be used.

6. Intellectual Property — Our Systems

6.1 No source code

The software, AI models, model weights, prompts, training data, infrastructure, configuration, and operational know-how that we use to produce the Deliverables (collectively, the "Platform") are and remain our sole and exclusive property.

Nothing in this Agreement transfers any right, title, or interest in the Platform to you. You receive Deliverables, not software. We do not deliver, license, sell, or otherwise transfer source code, executables, prompts, or models.

6.2 No reverse engineering

You will not, and will not permit others to: reverse engineer, decompile, scrape, copy, or attempt to derive the underlying mechanisms of any output we deliver to you; or build a competing service using our Deliverables as training data.

7. Confidentiality

Each party agrees not to disclose to third parties any non-public business, technical, or financial information of the other party that it learns under this Agreement, for two (2) years from disclosure. This does not apply to information that is publicly known, independently developed, lawfully received from a third party, or required to be disclosed by law.

8. AI-Generated Content; No Outcome Warranty

8.1 AI disclaimer

The Deliverables are produced using artificial intelligence and may occasionally contain factual errors, mis-spellings, brand-tone deviations, or visual artefacts. You agree to review content before public posting if accuracy in any specific claim is critical to your business. We will correct errors on reasonable notice from you.

8.2 No guarantee of results

We do not warrant or guarantee:

• Any specific number of followers, views, impressions, engagement, clicks, conversions, sales, or other business outcomes
• Any specific search engine ranking, indexing decision, rich result, featured snippet, local pack placement, AI overview mention, or increase in organic traffic
• That third-party platforms (Instagram, Facebook, YouTube, etc.) will not restrict, suspend, throttle, shadow-ban, or terminate your accounts
• That the Platform will be free of errors, uninterrupted, or available at any specific uptime

8.3 SEO automation

Where the service includes SEO automation, the Platform may automatically prepare keyword groups, local hooks, search-friendly captions, SEO titles/descriptions, image alt text, internal-link ideas, FAQ ideas, and page or case-study suggestions from your weekly request, niche, audience, brand information, and visible campaign proof.

SEO automation is a planning and content-support feature. It does not replace professional SEO advice, does not guarantee Google or other search engine results, and does not authorize thin pages, hidden markup, fake reviews, fake third-party mentions, misleading claims, or schema that is not supported by visible page content.

8.4 As-is

Other than as expressly stated in this Agreement, the services are provided "as is" and "as available" without warranties of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages (including lost profits, lost data, lost revenue, lost goodwill, or business interruption), even if advised of the possibility of such damages
• Our aggregate liability under this Agreement is capped at the total fees you paid us in the three (3) calendar months immediately preceding the event giving rise to the claim
• This cap does not apply to: (a) breaches of confidentiality under §7, (b) breaches of intellectual-property terms under §6, (c) gross negligence or wilful misconduct, or (d) liability that cannot be limited under applicable law

10. Term, Renewal, and Termination

10.1 Term

This Agreement begins when you accept it and continues on a month-to-month basis, automatically renewing each month until terminated.

10.2 Termination for convenience

Either party may terminate this Agreement for any reason on thirty (30) days' written notice by email. The service continues during the notice period; the final monthly invoice is pro-rated.

10.3 Termination for cause

Either party may terminate immediately on written notice if the other party:

• materially breaches this Agreement and fails to cure within fourteen (14) days of notice; or
• becomes insolvent, files for bankruptcy, or ceases business

10.4 Refunds

• The setup fee is non-refundable once work has begun
• If you terminate during the three-month free period, no refund is owed and no further charges apply
• If you terminate after the free period, the most recent month's subscription is non-refundable
• If we terminate without cause, we refund the unused pro-rated portion of any prepaid subscription

10.5 On termination

• We stop publishing within five (5) business days
• We deliver any in-progress assets that were prepaid for
• We retain a copy of Deliverables and brand data for ninety (90) days, then permanently delete them unless you ask us to extend in writing

11. Data, Privacy, and Security

• We handle your brand data, account access tokens, and analytics data only to perform this Agreement
• We use niche, audience, campaign, keyword, caption, alt-text, SEO brief, search-performance, and page-plan data only to generate, improve, measure, and report your Deliverables
• We will not sell, rent, or share your data with third parties for marketing purposes
• We use industry-standard security practices, but no system is 100% secure; you acknowledge this risk
• For Indian clients, we comply with the Digital Personal Data Protection Act, 2023 (DPDP Act)
• For EU/UK clients, we act as a Processor under the GDPR; a Data Processing Addendum is available on request
• We store data on infrastructure located in India and/or the United States; you consent to this transfer
• You can request data export or deletion at any time by emailing us; we respond within thirty (30) days

12. Indemnification

12.1 By you

You will defend, indemnify, and hold us harmless from any third-party claim arising out of: (a) content, brand assets, or trademarks you provide that infringe a third party's rights; (b) your violation of any platform's terms of service; (c) your unlawful use of the services.

12.2 By us

We will defend, indemnify, and hold you harmless from any third-party claim that the AI-generated Deliverables, as delivered by us, infringe a third party's copyright or trademark, provided you used them as we delivered and did not modify them in a way that caused the infringement. Our maximum liability under this clause is the cap in §9.

13. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, pandemics, government action, internet outages, third-party platform outages or policy changes, or AI provider rate limits / quota suspensions. The affected party will notify the other promptly and use reasonable efforts to resume.

14. Governing Law and Disputes

• This Agreement is governed by the laws of India, without regard to conflict-of-law principles
• Any dispute will first be discussed in good faith for thirty (30) days
• Unresolved disputes will be referred to binding arbitration under the Arbitration and Conciliation Act, 1996, with the seat of arbitration in Mumbai, India, conducted in English by a sole arbitrator agreed by both parties
• Either party may seek injunctive relief in the courts of Mumbai, India, for breaches of §6 (IP) or §7 (Confidentiality) without first arbitrating

15. Miscellaneous

• Entire agreement. This Agreement, together with the accepted quote, is the entire agreement between us on this subject and supersedes any prior discussions
• Amendments. Changes must be in writing and signed (electronic acceptance counts)
• No waiver. Failure to enforce a right is not a waiver of that right
• Severability. If any clause is held invalid, the rest remains in effect
• Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets
• Independent contractors. We are independent contractors, not your employees, partners, or agents
• Notices. All notices must be sent by email to the addresses on the most recent invoice and are deemed received the next business day
• No third-party beneficiaries. This Agreement is for the benefit of you and us only

16. Acceptance

You accept this Agreement by any of the following:

• Clicking "I agree" or a similar button in our signup flow
• Replying "I accept" or substantively similar wording to our quote email
• Paying the setup invoice