Terms of Service

1. Who we are

These Terms of Service ("Terms") govern all creative production, consulting, and related services ("Services") provided by Mohammed Benfarji LLC ("Company," "we," "us," or "our"), a limited liability company organized under the laws of the State of Delaware, United States, with its registered office at:

2. Acceptance of these Terms

By requesting a quote, signing a statement of work (SOW), making payment, or otherwise engaging our Services, you ("Client" or "you") acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.

If you are entering into these Terms on behalf of a company or legal entity, you represent that you have the authority to bind that entity to these Terms.

3. Scope of services

We provide AI-assisted creative production services including — but not limited to — the following:

• Production of video advertisements, including UGC-style videos with AI avatars and voiceovers
• Production of static and graphic image advertisements
• Creative strategy, marketing angle development, hook writing, and ad brief generation
• Custom AI workflow development, integration, and consulting
• Monthly creative retainer services

The specific deliverables, volume, timeline, and fees for any engagement will be defined in a separate written Statement of Work, quotation, or proposal (collectively, "SOW") agreed between you and us. The SOW, together with these Terms, constitutes the entire agreement for that engagement.

4. Quotations and fees

We do not publish public rate cards. All fees are individually quoted based on the Client’s scope, volume, complexity, turnaround, and licensing requirements. Quotations are valid for thirty (30) days unless otherwise stated in writing.

Unless otherwise agreed in the SOW:

• Fees are quoted and invoiced in United States Dollars (USD).
• Payment is due in advance, by the date indicated on the invoice, before production begins.
• We accept payment by bank transfer (ACH, SEPA, SWIFT), credit card, and approved alternative methods.
• Late payments accrue interest at 1.5% per month (18% per annum) or the maximum permitted by applicable law, whichever is lower.

All fees are exclusive of applicable taxes, which are the responsibility of the Client unless we are legally required to collect them.

5. Client obligations

To enable us to deliver the Services, you agree to:

• Provide accurate product information, brand assets, reference materials, and any other inputs required to complete the work
• Respond to our communication in a timely manner to keep production on schedule
• Warrant that any content, trademarks, images, scripts, testimonials, or other materials you supply to us are owned by you or properly licensed, and that our use of them in the deliverables will not infringe the rights of any third party
• Comply with all applicable laws and advertising platform policies (e.g., Meta, TikTok, Google, Amazon) in your use of the deliverables

6. Revisions and approvals

Unless otherwise stated in the SOW, each deliverable includes up to two (2) rounds of minor revisions. Additional revisions, material changes in scope, or substantive rewrites may be charged at our then-current hourly rate, agreed in writing before work continues.

Once a deliverable is approved by the Client in writing (including by email), or used publicly by the Client, it is deemed final.

7. Intellectual property

7.1 Client materials

You retain all rights, title, and interest in the materials you provide to us (e.g., your product images, brand guidelines, trademarks). You grant us a limited, non-exclusive, worldwide license to use those materials solely for the purpose of producing the deliverables.

7.2 Deliverables

Upon full payment of all fees owed for an engagement, we assign to you the rights in the final delivered creative assets produced under that SOW, for the licensed purposes stated in the SOW (typically perpetual use in your paid advertising and organic marketing).

Rights in AI-generated outputs are granted to the extent we hold such rights from underlying AI service providers. You acknowledge that AI-generated outputs may, under applicable US copyright law, not be protectable by copyright, and that similar outputs may be generated for other clients in the ordinary course of our business.

7.3 Reserved rights

We retain all rights in our proprietary tools, workflows, prompts, templates, methodology, internal documentation, and other pre-existing materials. Nothing in these Terms transfers ownership of those reserved rights to you. We may use non-confidential portions of the engagement for our portfolio and case studies unless you opt out in writing.

8. Confidentiality

Each party agrees to treat the other’s non-public business, technical, strategic, and financial information as confidential, to use it only for the purposes of the engagement, and not to disclose it to any third party except as required by law or to internal staff and contractors bound by equivalent confidentiality obligations. Confidentiality obligations survive termination of the engagement for a period of three (3) years.

9. Warranties and disclaimers

We warrant that the Services will be performed in a professional manner consistent with industry standards. Except for the foregoing, the Services and deliverables are provided on an "as-is" and "as-available" basis. To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including — without limitation — warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

We do not guarantee any specific advertising outcome, conversion rate, ad-account approval, platform policy approval, or return on investment. Advertising results depend on many factors outside our control, including but not limited to your product, pricing, offer, landing page, ad-account history, and platform algorithms.

10. Limitation of liability

To the fullest extent permitted by applicable law, in no event will either party’s total aggregate liability arising out of or related to these Terms or the Services exceed the total fees paid by the Client to the Company under the applicable SOW during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event will either party be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages — including, without limitation, loss of profits, loss of revenue, loss of data, business interruption, or cost of substitute goods or services — even if advised of the possibility of such damages.

11. Indemnification

You agree to indemnify, defend, and hold us and our officers, employees, and contractors harmless from and against any third-party claims, damages, liabilities, and reasonable expenses (including reasonable attorneys’ fees) arising out of: (a) materials you supply to us; (b) your use of deliverables in violation of applicable law, platform policy, or third-party rights; and (c) your breach of these Terms.

12. Term and termination

Either party may terminate an engagement for material breach by the other party that remains uncured for fourteen (14) days after written notice. On termination:

• The Client will pay all fees earned by the Company through the effective termination date, including for work performed on deliverables not yet delivered
• The Company will deliver work in progress in its then-current state
• Sections 7, 8, 9, 10, 11, and 13 survive termination

13. Governing law and dispute resolution

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules.

The parties will first attempt in good faith to resolve any dispute through direct negotiation. If a dispute cannot be resolved within thirty (30) days of written notice, it will be submitted to binding arbitration in Wilmington, Delaware, under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

14. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date at the top of this page reflects the most recent version. Material changes will be communicated to active clients by email. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

15. Miscellaneous

Entire agreement. These Terms, together with the applicable SOW, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings regarding the subject matter.

Severability. If any provision is held unenforceable, the remaining provisions remain in full effect.

No waiver. Failure to enforce any right is not a waiver of that right.

Assignment. Neither party may assign these Terms without the other’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices. All legal notices must be sent in writing to the email addresses and postal address listed at the top of this document.

16. Contact