VIDEO PRODUCTION AGREEMENT
This Video Production Agreement (Hereinafter “Agreement”) is made on the execution date between.
CUSTOMER
(Hereinafter referred to as “Customer” or “Client”) and
THESEUS ENTERTAINMENT LTD.
(Hereinafter referred to as “THESEUS”, “THESEUS”, “we”, “our” or “us”)
1.0 TERMS AND CONDITIONS
THESEUS agrees to provide the Client with a 60 – 120 second promotional VIDEO (hereinafter referred to as “PROMO VIDEO” or “THE SERVICES) in full HD 1080p format as described in SCHEDULE “A” of this Agreement.
1.2 TERM OF AGREEMENT
This Agreement shall begin immediately upon the ordering of a PROMO VIDEO by the CLIENT and be considered fulfilled and completed upon the successful delivery of the PROMO VIDEO to the CLIENT.
1.3 INDEPENDENT RELATIONSHIP
THESEUS shall perform all the Services herein as an Independent Contractor and not as an employee of the CLIENT. Nothing in the Agreement will be deemed to constitute a partnership or joint venture between THESEUS and the CLIENT nor will anything in the Agreement be deemed to constitute THESEUS or the CLIENT the agent of the other. It is agreed and acknowledged that this is a non-exclusive Agreement, and THESEUS may also provide the services to other persons, firms, corporations and or organizations during the term of this Agreement.
1.4 MANNER OF SERVICES
THESEUS shall control the manner in which the PROMO VIDEO is performed & completed and shall be responsible for determining how to do the work and what resources and time are required or whether or not other people shall be retained by THESEUS for the purpose of delivering the PROMO VIDEO. THESEUS shall have the right and authority to delegate the PROMO VIDEO to anyone they so choose including but not limited to employees, contractors, subcontractors, and freelancers.
1.5 CONTENT/MARKETING WAIVER
The CLIENT acknowledges that the content provided to THESEUS by the CLIENT to be used in the PROMO VIDEO is the sole responsibility of the CLIENT and not in any way the responsibility of THESEUS. THESEUS reserves the right to identify itself as the production company of the PROMO VIDEO. The Client agrees that THESEUS may put a small LOGO watermark on the VIDEO to ensure production credits for THESEUS. The CLIENT also grants permission to THESEUS to upload the PROMO VIDEO to THESEUS’s website and social media platforms, and to showcase the video in our online and offline portfolios.
1.6 OWNERSHIP OF PROMO VIDEO
The Client retains 100% ownership of the VIDEO. The Client also retains the rights to their own provided text, graphic, audio and video content if any.
1.7 DELIVERY OF THE PROMO VIDEO
THESEUS will deliver the completed PROMO VIDEO to the CLIENT through USB or a file transfer service.
(Example: Dropbox, WeTransfer, OneDrive, etc..)
1.8 TIME FOR COMPLETION
THESEUS agrees to provide the completed PROMO VIDEO to the CLIENT within 15 – 45 days.
1.9 SUPPLY OF MATERIALS
The CLIENT must supply all materials and information required by THESEUS to complete the PROMO VIDEO. Such materials may include, but are not limited to, photographs, written copy, logos and other material. Client authorizes THESEUS use of all Client logos, trademarks, web site images, etc., for use in creating informational pages and any other uses as deemed necessary by THESEUS. Where there is any delay in supplying these materials to THESEUS which leads to a delay in the completion of PROMO VIDEO, THESEUS shall have the right to extend the time for completion by a reasonable amount.
2.0 VARIATIONS/REVISIONS
THESEUS shall have the right to limit the number of revisions to a total limit of (3) three revisions. Our PROMO VIDEO production is flexible and allows certain revisions to the original specifications. However, any major deviation from the original PROMO VIDEO idea/concept will be charged at the rate of $100.00 per hour.
2.1 PROJECT DELAYS AND CLIENT CONTACT
Any time frames or estimates that we give are contingent upon your full co-operation. During development, there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available to us in order to expedite the feedback process.
2.2 APPROVAL OF WORK
On completion of the PROMO VIDEO the CLIENT will be notified and have the opportunity to review it. The CLIENT must notify THESEUS in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to THESEUS as unsatisfactory within the 7-day review period will be deemed to have been approved by the CLIENT. Once approved, or deemed approved, work cannot subsequently be rejected, and the PROMO VIDEO will be deemed to have been completed.
2.3 REJECTED WORK
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end.
2.4 PAYMENT CURRENCY
All payments made to THESEUS shall be in the form of lawful currency of Canada (Canadian Dollars) for all clients based in Canada, and United States (US Dollars) for all other clients located outside of Canada.
2.5 PAYMENTS
The Client agrees to pay THESEUS the fees as per the selected plan in SCHEDULE “A”. Payment is charged upfront prior to any work beginning. All fees are plus taxes when applicable and non-refundable.
2.6 BONUS OR OTHER COMPENSATION
In the event THESEUS provides other services to the CLIENT, THESEUS will inform the CLIENT of the total cost for the other services and will require a signed work order, quote, estimate or contract along with payment for the services from the CLIENT before the other services begin.
2.7 WARRANTY AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
The Client represents to THESEUS and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to THESEUS for inclusion in the Video are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend THESEUS from any claim or suit arising from the use of such elements furnished by the Client.
2.8 3RD PARTY CHANGES TO VIDEO
THESEUS is not responsible for changes made to the VIDEO or any of our works by 3rd parties that may affect the visibility or traffic rankings of the VIDEO.
2.9 E-COMMERCE LAWS
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify THESEUS from any claim, penalty, tax, tariff loss or damage arising from your use of Internet electronic commerce and our services.
3.0 INDEMNITY/WAIVER & LIMITATION OF LIABILITY
The CLIENT agrees to indemnify and save harmless THESEUS, its employees, agents, officers, and directors from any Claims arising as a result of or in relation to your relationship with us. The maximum amount of damages payable by THESEUS to the Client in respect of any and all liability, including liability arising from negligence, under or in connection with this Agreement shall not exceed what the Client paid in service fees in the previous 12 months.
3.1 TIME ZONE
All references in this Agreement regarding times, business days, statutory holidays and notices are as per Eastern Standard Time, and the City of Toronto, Canada.
3.2 CONFIDENTIALITY
All fees, services, documents, recommendations, and reports are confidential.
3.3 LEGAL MATTERS
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
3.4 GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3.5 ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior Agreements or understandings of the Parties pertaining to that subject matter.
3.6 EXECUTION AND COUNTERPARTS
Each Party acknowledges that prior to the execution of this Agreement, it read this Agreement, it had the opportunity to be advised by an independent legal advisor if it so desired, and that it understands and agrees to be bound by this Agreement. This Agreement may be executed in any number of counterparts, which, taken together, will constitute one Agreement. It is further agreed that faxed or electronically delivered copies of this instrument are deemed as legally binding as the original.
The Client hereby agrees to accept the Terms & Conditions contained herein upon signing up for our services.
SCHEDULE “A” DESCRIPTION OF SERVICES
Services. THESEUS will provide the services as more fully described below: Full membership plan details available at:
THESEUS services will include (but are not limited to):
- Business and Strategy
THESEUS will work with the Client to understand its revenue model, business strategy, goals, and competition. THESEUS will research Client’s competitors’ sites for content, target keywords, pages indexed, PageRank, link popularity and overall, how optimized such sites are, which will help THESEUS provide a customized strategy for the Client’s VIDEO.
- Comprehensive Keyword List
THESEUS will perform keyword research to compile a comprehensive keyword list based on the Client’s business strategy and areas of focus, conversations with Client, and the results of its keyword research tools. THESEUS will finalize a keyword list that is realistic, relevant, and targeted to the Client’s business and focus the VIDEO on these keywords.
- Content Development
THESEUS may develop original, fresh, and relevant quality content to improve the VIDEO ranking and user experience and functionality.
- Video Production
THESEUS agrees to provide a custom promo video to promote the Client’s business, products, and or services as per below:
-60 – 120 seconds in length
-Script writing
-Professional voiceover
-Stock images
-Full HD 1080
For the purposes of receiving professional services, the Client also agrees to the following:
-Client authorizes THESEUS use of all Client logos, trademarks, web site images, etc., for use in creating informational pages and any other uses as deemed necessary by THESEUS.
-Client agrees that THESEUS may use the Client’s name, business name, logo, website address, testimonial or review on its advertising or marketing material both online, and offline to showcase the products and services THESEUS offers to customers.
Client acknowledges the following with respect to services:
-All fees are non-refundable. All fees, services, documents, recommendations, and reports are confidential.
-THESEUS is not responsible for changes made to the VIDEO by other parties that adversely affect the traffic rankings of the VIDEO.
-Additional Services not listed herein will require a separate quote or estimate from THESEUS and must be agreed to by the Client before the work can begin.
-Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to THESEUS for inclusion on the VIDEO are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and agrees to indemnify and save harmless THESEUS, its employees, agents, officers, and directors from any liability or suit arising from the use of such elements.