This Terms of Service Agreement (the “Agreement”) is between MAKA Visuals Ltd., herein representing its subsidiary brand cheapomedia (“cheapomedia”) a limited liability company organized and existing under the laws of Malta, Europe having company registration number C97774 with its head office located at:

14, Penthouse, Gudja Road, Ghaxaq, Malta, Europe.

(hereinafter referred to as "MAKA Visuals Ltd.")

MAKA Visuals Ltd. services and operates under various brand names and will be referred to as “the Company” throughout this Agreement. The client will be referred to as “the Client” and collectively, MAKA Visuals Ltd. and the client shall be referred to as the “Parties.”

WHEREAS, the Company is in the business of developing and publishing media content and growing an online international community of people interested in filmmaking through its website and various social media channels, namely Instagram, Facebook, YouTube, and Discord.

WHEREAS, the Parties wish to collaborate for the fulfillment of certain business purposes as discussed further in this Agreement;

NOW, THEREFORE, the Parties agree as follows:

1. TERM

This Agreement shall come into force upon the receipt of an upfront payment covering a 6-month period and shall remain in force for 6 months from the date of payment.

2. SCOPE

The scope of this Agreement is to collaborate on producing and launching social media posts as per the frequency identified in the specific package chosen by the client, during the term of the Agreement, which shall clearly indicate the client’s brand as supporting the filmmaking community by associating its brand with the said social media posts.

3. RIGHTS AND RESPONSIBILITIES OF THE PARTIES

3.1 The Company shall be solely responsible for the creative direction and development of the social media posts referred to in clause 2 above. The Company shall also be responsible for posting the content to the designated channels and shall tag the client accordingly, unless agreed otherwise.

3.2 The Company shall ensure that it gives credit to the client for this joint initiative in each post accordingly.

3.3 The client shall provide its brand elements to the Company and hereby agrees that the Company shall use such elements in conjunction with its brand style, in keeping with the Company's brand.

3.4 The client shall support the Company’s initiative through financial support as further detailed in Annex 1 hereto and incur part of the costs of content creation by the Company for this initiative.

3.5 The Parties acknowledge and agree that the Company has the right to enter into similar collaborations with third parties and develop similar content with other clients in the same industry. Such other collaborations shall not give rise to any claims for indemnification by the client.

3.6 For the avoidance of doubt, the Parties hereby acknowledge and agree that in so far as the collaboration refers to social media posts on Instagram, the Instagram Branded Content Policies and paid partnership label shall apply. Moreover, all statistical information generated in relation to social media posts is the property of the Company.

4. REVENUES

The Parties hereby agree that any revenues or royalties which may arise from this initiative shall solely bestow in favour of the Company, and the client shall have no claim to any revenues from this initiative.

5. CONFIDENTIALITY

The terms of this Agreement are strictly confidential, and the Parties shall not disclose the details to any third party, other than as provided for in this Agreement.

5.1 The Parties acknowledge and agree that each will have access to, or become acquainted with, Confidential Information of the other. For the purposes of this Agreement, ‘Confidential Information’ shall mean any information of either party whether or not developed by the other, including but not limited to preexisting or new
information which relates to all ideas, designs, methods, discoveries,
improvements, products or other results of consulting services, trade secrets,
product data and specifications, proprietary rights, and the like.

5.2 Confidential
Information does not include any information that:

Either party can prove was known prior to the date of this Agreement and any other agreement between the Parties hereto, without any obligation to keep it confidential;

Either party can prove was lawfully obtained from a third party without any obligation of confidentiality;

Is or becomes part of the public domain through no act or violation of any obligation of either party; or

Is required to be disclosed by court order or law enforcement agency having a legal basis to such information.

5.3 The Parties acknowledge and agree that their Confidential Information constitutes valuable trade secrets of each other. The Parties shall keep all Confidential Information as such and shall not, at any time during the term or on expiry of this Agreement, without the other’s prior written consent, disclose or otherwise make available, directly, or indirectly, any item of Confidential Information to anyone. The Parties shall use the Confidential Information only in connection with this Agreement and for no other purpose.

6. INTELLECTUAL PROPERTY

6.1 The Parties agree that any intellectual property arising out of the collaboration will remain the property of the Company, including but not limited to copyrights, designs, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, Confidential Information, or trade secrets.

6.2 Should the client wish to use the developed content by the Company resulting from this collaboration, beyond the scope of said collaboration as detailed in Annex 1 hereto, the client shall request use of such content from the Company in writing. The Company shall determine whether to allow the client to use such content and grant a license for use on an exclusive or non-exclusive basis as well as determine the period for such license and any compensation resulting from such licensing.

6.3 The client shall have no right to modify or recreate any of the content developed by the Company resulting from this Agreement unless having previously obtained consent for such in advance and in writing by the Company. Any modification or recreation done without the consent of the Company shall give rise to indemnification by the Company towards the client.

7. LANGUAGE OF THE CONTRACT

The language of the Agreement shall be English, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of the Agreement.

8. INDEMNIFICATION

Each Party shall hold harmless and indemnify the other Party, and its directors, officers, agents, and employees against any and all direct loss, direct liability, direct damage, or direct expense, sustained by reason of or arising out of any breach or alleged breach of any of the warranties, representations, or agreements herein made by it, or from any reliance upon any such warranties, representations, or agreements or in connection with intentional, willful, or negligent conduct regarding the obligations of the Parties under the present Agreement. However, neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct.

9. SEVERABILITY

If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, it is the Parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, and the remainder of the provisions of this Agreement shall in no way be affected, impaired, or invalidated as a result.

10. MODIFICATIONS

Except where provision for modification is made elsewhere in this Agreement, all provisions of this Agreement may be modified through amendments to the Agreement in advance and in writing.

11. FORCE MAJEURE

For the purposes of this section, "force majeure" means an event beyond the control of either Party, which by its nature could not have been foreseen by such Party, or, if it could have been foreseen, was unavoidable, and includes without limitation, pandemics, epidemics, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared), and failure of energy sources.

Neither Party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure, provided that such Party shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

12. NON-SOLICITATION

The Parties shall not engage in the solicitation of employees of other Parties for the term of the Agreement and for two (2) years post the termination of the present Agreement.

13. TERMINATION

Both Parties shall have the right to terminate the present Agreement unilaterally or by mutual consent by providing each other with a prior written notice of thirty (30) days. Such notice of termination shall be sent via official email to the other party.

14. GOVERNING LAW AND JURISDICTION

This Agreement shall be construed and enforced in accordance with the laws of Malta, Europe.

The Parties submit to the jurisdiction of the courts of Malta for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.

15. MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection with this Agreement, the Parties shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of thirty (30) days, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of Malta. The arbitrator's award shall be final, and judgement may be entered upon it by any court having jurisdiction within Malta, Europe.

16. ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or
representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement shall bind the Parties.

Annex 1 – Payment Terms and Process of Collaboration

A1 – The content shall
be developed and published by the Company on the following channels/platforms:

Instagram

Facebook/Meta

YouTube

A2 – The client’s brand will be tagged accordingly on the post when the content is published. In the event of more than one social media account held by the client, only one account shall be selected and included in the post such that the post shall only include one brand tag for the client.

The Company shall schedule one post per month with the Client, with all posts to be scheduled in advance. If there are approval delays on the Client’s part without timely notice to the Company, the Company does not guarantee an automatic extension, and the monthly slot may be forfeited. To avoid this, the Client must provide the Company with at least thirty (30) days’ notice prior to the intended launch date of specific content.

A4 – The client agrees to pay MAKA Visuals Ltd. an upfront payment covering six (6) months of service before any work begins.

A4.1 Work will commence once the payment has been received.

A4.2 Following the completion of the six-month period, a subscription will start, with payment terms to be agreed upon by both Parties as per the package subscribed to by the client.

A4.3 The Client may terminate the subscription by providing notice at least three (3) months before the publication of the final post. If the Client wishes to terminate the subscription immediately, the Company does not guarantee that such a request can be accommodated.

A4.3 No content shall be published unless payment has been settled in full by the client.

A4.4 The Parties
acknowledge and agree that any delays in payments or approvals by the client may delay the process and established dates for the project. In the event that the client delays the process by more than thirty (30) days from the dates pre-established and agreed in A4 above, it is hereby forfeiting its right to the publishing the specific post during that slot.

A5 – The Parties
acknowledge and agree that the content is not intended to be promotional or sales-oriented in nature, but will focus more on creativity, entertainment, education, and quality.

A6 – Following payment
by the client in accordance with A4.1 above, the process for content creation shall be as follows:

A6.1 The client shall
provide topics on which the content is to be based. In the case of 6 posts, 10 ideas for topics are to be provided. By way of example, topics shall be ‘5-inch wireless monitor system’ or ‘Bi-color LED’.

A6.2 The Company shall
come up with creative ideas to include text and copy related to the topics provided.

A6.3 The client shall
be presented with these ideas and shall provide feedback in relation to whether the content created is in-keeping with its brand or whether it could be perceived to impact its brand negatively. The creative direction shall rest with the Company, and its decision shall be final.

A6.4 The final content created shall be shared with the client by the Company before it gets published online on the Company channels outlined in A1 above. This content is to remain confidential until it is published by the Company.