The “CLIENT” is how we refer to the appointed entity (client) who is remunerating Explainamo (the “CONTRACTOR”), for the proposed creative works. Explainamo is a South African corporation with offices at 80 Strand Street, Cape Town City Centre, Cape Town, 8001.

As payment of our initial invoice the (client) confirms that it unconditionally understands and agrees with Explainamo’s terms of service below:

1. Services and Compensation:

1.1. Explainamo agrees to provide (client) with services that will result in the creation of an animated explainer video otherwise known as (the “Work”) as outlined in the project proposal or agreement.

1.2. (Client) agrees to compensate Explainamo according to the terms specified in the project proposal or agreement. Payment details, including invoicing schedules, are to be adhered to by both parties.

2. Intellectual Property Rights and Assignment:

2.1. Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, and patents, developed during the provision of services by Explainamo shall be the exclusive property of (client) upon full and final payment.

2.2. Assignment: Explainamo agrees not to assign, transfer, or sublicense any rights under this agreement without the prior written consent of (client).

3. Termination Fees:

3.1. Early Termination: In the event of early termination of services by (client), Explainamo shall be entitled to a termination fee based on work completed and expenses incurred up to the termination date.

3.2. This Agreement terminates automatically in the event of (1) bankruptcy or insolvency of either party; (2) sale of the business of either party.

4. Production Date Cancellations:

4.1. Cancellation by Explainamo: In the event that Explainamo cannot meet the agreed production date due to unforeseen circumstances, (client) will be notified promptly, and both parties will work together to establish a new timeline.

5. Project Cancellations:

5.1. Cancellation by (client): (Client) agrees to notify Explainamo promptly if there is a need to cancel the project. Any work completed up to the cancellation date will be billed accordingly.

6. Representations and Warranties; Indemnification

6.1. Mutual Representations: Both parties represent and warrant that they have the authority to enter into this agreement, and that, to the best of their knowledge, the work does not infringe upon the rights of any third party.

6.2. (Client) shall indemnify, defend, and hold harmless (Contractor), its officers, directors, agents and employees, from and against any and all losses, claims, demands, suits, actions, proceedings and expenses (including reasonable attorney fees) arising out of any claim by any third party related to (client)’s use of the Work.

7. Complete Agreement:

7.1. Entire Agreement: This document constitutes the entire agreement between Explainamo and (client) and supersedes all prior agreements, oral or written, between the parties. No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing, specifically referring hereto, and signed by both parties.

8. Severability:

8.1 The provisions of this Agreement shall be severable, and if any portion of this Agreement shall be held or declared to be illegal, invalid or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provision hereof, and the remainder of this Agreement, disregarding such portion, shall continue in full force and effect as though such portion had not been contained herein.

9. Governing Law:

9.1. This agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. Any disputes arising under or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts in the Republic of South Africa.

10. Waiver:

10.1. The failure of either party to enforce any provision of this agreement shall not be considered a waiver of that party’s right to enforce such provision at a later time.

11. Headings:

11.1. The headings in this agreement are for convenience only and shall not affect the interpretation of any provision.

11.2. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which collectively shall constitute one and the same instrument.