Video Production Terms and Conditions
Deliverables and Scope of Work
1.1 The Company agrees to provide the Client with the work products, services, and project deliverables set out in the Quote or another Project Scope of Work Document.
The Client agrees to pay the Company for the deliverables on the basis of the estimated costs set out in the Quote, which may be updated from time to time by written agreement of the parties.
1.2 The Deliverables, Estimated Costs, and Estimated Timelines contained in the Quote can only be altered by written agreement of the parties.
If the parties agree to an alteration, the Deliverables, Estimated Costs, and Estimated Timelines will be deemed altered for all purposes of this Terms.
Invoices and Payments
2.1 The Company will invoice the Client electronically starting with the Quote Approval process.
The Client will pay the Company the amount due as set out in Quote Payment Terms unless the other Payment Terms agreed in advance.
Each Invoice will set out: the amount due to the Company for the Deliverables provided to date, the Disbursements , and any and all applicable taxes.
2.2 Any and all deposits, will be provided by the Client to the Company at such times as defined by the Quote.
If the provision of all Deliverables to the Client is completed by the Company, the Deposits will apply to the final Invoice provided to the Client for the completion of the Deliverables.
If the Company terminates business agreement under section 5.1, the Deposits will apply to the Final Invoice and any excess funds held by the Company after applying the Deposits to the Final Invoice will be paid to the Client.
If the Client terminates business agreement under section 5.1, the Deposits will apply to the Final Invoice, and any excess funds held by the Company after applying the Deposits will be non-refundable and the Deposits will apply to the costs and ancillary costs to the Company including but not limited to potential loss of income or loss of opportunity caused to the Company.
Reimbursement of Out-of-Pocket Expense
3.1 The Client agrees to reimburse the Company for any and all reasonable expenses that are incurred in direct relation to the provision of the Deliverables (the “Disbursements”).
If the total amount of the Disbursements exceeds five percent (5%) of the total Fees for all Deliverables, or any one Disbursement exceeds more than Two Hundred ($200) Dollars, the Company will seek the Client’s prior written permission before incurring such expense or expenses and provide a detailed account of the Disbursements to date.
4.1 The term of the Company-Client collaboration commences on the Quote Approval Date and terminates upon the earlier of:
(i) the completion and delivery of the Deliverables and payment in full of the Final Invoice and any and all other Invoices provided by the Company to the Client, including any and all Outstanding Invoices and interest accrued thereon (the “Completion Date”); and
(ii) payment in full of the Final Invoice provided by the Company to the Client after receipt of the Early Termination Notice (as defined below) by the Non-Termination Party (as defined below) and any and all other Invoices provided by the Company to the Client, including any and all Outstanding Invoices and interest accrued thereon.
5.1 In the event of changes of circumstances, as determined by either party in such party’s sole discretion, the business agreement may be terminated by either party (the “Terminating Party”) by providing notice in writing (the “Early Termination Notice”) to the other party (the “Non-Terminating Party”).
Upon the receipt of the Early Termination Notice by the Non-Termination Party, the Company will stop all work and services, and the Company will prepare the Final Invoice for the partial completion of the Deliverables and any and all work and services relating to the Company’s provision of the Deliverables, including but not limited to any video, photography, or other data content provided by the Company to the Client (the “Content”), up to the date of the receipt of the Early Termination Notice by the Non-Terminating Party, including all Disbursements and taxes thereon.
The Company will deliver the Final Invoice to the Client within ten (10) business days.
License and Rights Granted to the Client
6.1 The Company grants and provides the Client the right to use the Deliverables and Content (the “License”) on the following terms and conditions.
The License is subject to the following terms and conditions:
(a) the Client shall not modify, edit, shorten, or otherwise alter the Deliverables or Content (the “Materials”) in any way, except as permitted by these Terms or as authorized and approved by the Company, and/or remove, edit, alter or obscure any metadata or intellectual property markings embodied in the Deliverables and the Content;
(b) any time that the Client uses the License, the Client agrees to provide the following copyright notice on the Deliverables and the Content, which will be consistent in placement, size and font as other third party credits of a similar nature used in similar circumstances:
“Materials provided courtesy of New West Video. All rights reserved”;
(c) the Client shall pay all costs in connection with the Client’s use of the Licence;
(d) the Client shall obtain all required authorizations, consents, waivers, releases and licenses that may be necessary to use the Materials including, without limitation any third parties who appear in the Materials or whose services, goods, results and proceeds are used in the Materials; any unions and guilds, to the extent required under applicable collective bargaining agreements; third parties who control copyright, trademark or other intellectual property rights in elements contained in the Materials, and any other applicable third parties;
(e) if and to the extent required, the Client will obtain music synchronization licenses from the owners of the masters and compositions embodied in the Materials, and authorizations, consents, waivers, releases and licenses from those performing in the Materials (including musicians), if any;
(f) except for the rights of the Client under these Terms and the License provided to the Client, the Client acknowledges that the Company shall be the exclusive owner of any and all right, title and interest, including without limitation, copyright, in and to the Materials;
(g) the Client will be solely responsible for all fees, residual payments, deferred fees or similar payments of any kind, if any, relating to its use of the Materials;
(h) the Materials are supplied to the Client by the Company on an ‘as is, where is’ basis, without any representations or warranties of any kind whatsoever. The Company disclaims any and all representations, warranties and conditions, whether express or implied, or arising by statute, custom or trade usage, including but not limited to any representation, warranty or condition of merchantability or fitness for a particular purpose;
(i) the Client warrants and represents that:
(i) the Materials will be used solely in accordance with the rights, terms and conditions specified herein;
(ii) the Client will not make or permit the making of any reproduction of or from the Materials whatsoever, in whole or in part, except in accordance with the rights granted herein;
(iii) the Client shall not present or portray any individual(s) appearing in the Materials, the Company, its directors, officers, subcontractors, or employees, or its affiliate or related entities, services, production, or programming, in a negative or derogatory manner, directly or by implication;
(iv) unless such individual has provided express consent to the Client, the Client shall not imply or suggest that any individual(s) appearing in the Materials are, directly or indirectly, making a commercial endorsement of, or are otherwise connected to, any person, entity, product or cause; and
(v) the Client shall not broadcast, exhibit or use the Materials in any manner until it has paid any and all amounts owing under the terms and conditions and complied with the terms and conditions specified herein.
Release and Indemnity
7.1 The Client agrees to release, defend, indemnify and hold harmless the Company, its affiliates and related entities, and each of their respective officers, directors, agents, subcontractors, employees, shareholders, successors and assigns (the “Indemnitees”) from and against, any and all claims, liabilities, losses, damages settlements, expenses or costs, including, without limitation, legal fees, which may arise or result from or by reason of any claim, action, demand, suit or proceeding which may be brought against any Indemnitee, by reason of any use of the Materials by the Client, or any breach by the Client of any of the representations, warranties, covenants, and these Terms and Conditions.
Confidential Information & Misuse of Content
8.1 The Client acknowledges and agrees that the Client will not use or disclose any confidential information or material (the “Confidential Information”) obtained by the Client from the Company or any agent, subcontractor, or employee of the Company, for any purpose, provided that the Company notifies the Client that the Confidential Information is sensitive and/or confidential or the Client ought to have reasonably known that the Confidential Information was sensitive and/or confidential in nature.
8.2 The Client acknowledges and agrees that the Client will not use any of the Materials or the Confidential Information or any part thereof, to compete directly or indirectly with the Company’s Business.
9.1 All rights, title and interest in and to the Materials and any other information or material provided by the Company to the Client, are and shall remain the sole and exclusive property of the Company, and the Client’s use of such property will be restricted to the License provided to the Client under these Terms.
All rights, title and interest in and to all information and material provided by, created, conceived, contributed to or worked upon by the Client, whether alone or jointly with others, that relates to the Materials, including without limitation, edits, revisions, comments, videography data, photography and other data, and other works of authorship, (the “Client’s Contributions”) shall be the sole and exclusive property of the Company, unless otherwise agreed to in writing by the parties.
The Client hereby assigns, and agrees to assign, to the Company all rights, title and interest the Client may have or may acquire in and to the Client’s Contributions, including all copyrights and other intellectual property rights therein, unless otherwise agreed to in writing by the parties.
The Client hereby waives all moral rights in the Client’s Contributions. The Client will promptly execute and deliver to the Company all instruments or other documentation that the Company may reasonably require to register or record its interest in the Client’s Contributions, including without limitation, any intellectual property assignment or registration application.
10.1 The Company represents that the Materials provided to the Client by the Company shall not (except for material in the public domain or provided by the Client), to the best of the Company’s knowledge, infringe upon or violate any copyright or proprietary right nor does it constitute libel or slander or invade the right to privacy against any third party.
10.2 The Client represents that the Client’s Contributions shall not (except for material in the public domain), to the best of the Client’s knowledge, infringe upon or violate any copyright or proprietary right nor does it constitute libel or slander or invade the right to privacy against any third party.
Relationship between the Company and the Client
11.1 The parties agree that the Company is acting as an independent contractor, and nothing shall create any express or implied employment contract, joint venture relationship, partnership, or any other relationship between the parties other than a freelance service provider and independent contractor relationship.
11.2 The Company provides the Deliverables to the Client on a non-exclusive basis, and is free to provide its services to third parties during the Project term provided that the Company shall not provide such services in a way that is inconsistent with any of the provisions of these Terms.
11.3 No guarantees are made by the Company to the Client as to the salability, profitability, or marketability of the Materials. The Client accepts the Materials and all work and services provided by the Company, without any guarantees as to the salability, profitability, or marketability of the Materials.
Any notice to be given shall be duly and properly given if hand delivered or delivered by electronic transmission to such email address provided by each party from time to time or if mailed by prepaid registered post in Alberta addressed to the address set out above and any such notice shall be deemed to be received upon deliver or forty eight (48) hours after the hour of mailing, or to such other address as any party hereto may from time to time designate by notice in writing to the others.
12.2 Governing Law
Any agreements between Company and Client shall be governed by and construed in accordance with the law of the province of Alberta and the parties submit and attorn to the jurisdiction of the courts of the province of Alberta.
12.3 Force Majeure
If either party shall be prevented or delayed from performing any of the obligations on its part to be performed hereunder by reason of force majeure (which specifically excludes lack of funds), that is to say, by reason of Act of God, strike, threat of imminent strike, fire, flood, war, insurrection or riot, mob violence or requirement or regulation of government which cannot be overcome by reasonable and lawful means and the use of the facilities normally employed in performing such obligation, then and in any such event, and so often as the same shall occur, any such failure to perform shall not be deemed a breach of any agreements and the performance of any such obligation shall be suspended during the period of disability. The parties agree to use all due diligence to remove such causes of disability as may occur from time to time.