Terms of Service

TERMS

FURNISHING MATERIALS, SERVICES, & RELEASES

Client: Client shall supply scripts, storyboards, product props, production notes, music, celebrity talent, creative guidance/supervision, and related clearances, unless otherwise noted in the Addendum A Production Specifications Form. Producer is not responsible for Editorial/Post Production subcontract. Client will supply track or musical composition(s) and rights clearances unless otherwise specified.

Producer: Producer shall deliver the completed project media(s) pursuant to this Agreement and the requirements of Addendum A. Producer shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Producer in connection with the Specified Media(s) to the extent permissible by applicable union or guild agreements. Producer shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are so noted in Addendum A.

CHANGES IN SPECIFICATIONS

If at any time, Client desires to make any changes or variations from the completed project, script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress, and such changes result in additional costs to Producer, including person hours, reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.

OWNERSHIP

Except as otherwise provided herein, Producer owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein as well as in and to all the exposed negatives, positives, out-­‐takes and clips. Producer grants Client a non-­‐ exclusive, non-­‐transferable license to use media(s) as specified in the project summary. License is valid up to 100,000 digital / online views or 10,000 hard copies. Any combination of both shall be used as percentages until they combine for 100% (i.e. 50,000 digital equals 50% plus 5,000 hard copies equal 50% which together equals 100% in which point another license would have to be purchased.

SECURITY/CONFIDENTIALITY

Producer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Producer agrees, at Client’s written request, to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product or the Specified Media(s) except as such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Agreement.

INDEPENDENT CONTRACTOR

It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client.

PRODUCER WARRANTIES

Producer represents and warrants:

That Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory.

That Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by Producer.

CLIENT WARRANTIES

Contracting Client represents and warrants:

A. Client shall pay Producer day of filming of deliverables

DELIVERY OF MATERIALS

Delivery of the Specified Media(s) shall mean delivered digitally through outlet of producer choice

PAYMENT

Client understands that the specified terms of payment under this Agreement are based upon timely payments within time frame established. above. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at the Producer’s discretion, as additional consideration, an amount equal to the current prime rate +10% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly.

INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Producer and its

officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation in this Agreement. Client shall indemnify Producer against all claims and expenses arising from uses for which the client does not have rights to or authority to use. The client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, lm, photography, design, animation, and branded content.

EDIT

Upon initial first edit Teisto Visuals sends to the client, the client can have a maximum of 2 re-edit, any edits beyond the 2 re-edit are $50 an hour. This ensures client will be thorough with notes and not waste time having Teisto Visuals edited the video 10+ times. Once Teisto Visuals produces the final product, it can be sent to the client via large file transfer online upon request OR uploaded directly to the clients YouTube channel or P Allan Films / Teisto Visuals YouTube channel.

TAX LIABILITY

Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to Client(s) (other than sales tax arising from Producer’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Producer from payment of any such taxes.

ASSIGNMENT

This Agreement may not be assigned by either party without the written consent of the other.

INSURANCE COVERAGE

(3) Client shall obtain, pay for and maintain Professional Liability (Errors and Omissions Liability) insurance covering all intellectual property right infringement(s) that arise from any and all uses of the media. Producer will be notified in writing prior to signing this Agreement. Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Producer and name Producer and Director as a “named insured” on said policies prior to the commencement of preproduction. All Agency/Client supplied insurance will be deemed to be the primary coverage and issued on a non-­‐contributory basis. Agency/Client Umbrella Liability limit will be

$10,000,000. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Client insurance program. Client will indemnify, defend and hold harmless Producer and Director for any and all claims, demands, actions including defense costs and attorneys fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Producer’s coverage.

ALTERATIONS

Any alterations of original art (color shift, mirroring, copying and paste) creating additional art is prohibited without the express permission of Producer. Producer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute in additional use and will be billed accordingly.

CONTINGENCY AND WEATHER DAYS

A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company.

These circumstances may include but should not be limited to:

Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client).

Injury, illness, or absence of client-­‐supplied elements (e.g. key talent, color correct products).

“Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, terrorism, and acts of God).

“Client Insured Re-­‐Shoots” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.

The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.

The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment).

CANCELLATION AND POSTPONEMENT

A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project.

If the Production Company blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then the Production Company makes no further efforts to sell the time. If the job is canceled or postponed within the Guideline time frame, it is unlikely that this time can be re-­‐booked. It should be understood that this time represents the Production Company’s only source of income. Deposit are non-refundable.

Cancellation and Postponement: Film or Digital Video Production:

Shoots may be not be rescheduled less than 30 days before set date unless otherwise noted in contractual writing.

Any deposit made represents a firm commitment by the client to the producer. As the producer will block off said time frame and not accept any other booking the deposit is non-refundable.

PUBLICITY GUIDELINES

Production Company and Director each have a license to use finished media(s) for promotional purposes.

DISPUTE RESOLUTION

The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.

ENTIRE AGREEMENT AND MODIFICATION

This Agreement and any Addenda attached hereto shall constitute the entire agreement between Producer and Client. Any amendment hereto must be in writing and signed by each party.

CAPTIONS

The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.

CREATIVE DIRECTION

The producer retains creative direction and creative control of deliverables. Edit style and quality shall be consistant with other deliverable produced by the producer. Client is encouraged to review the producers body of work.

CREDIT

The producer shall be credited with work on all platforms. Any breach of this shall revoke the client license of use. Client will be notified in writing from the producer.

NO WAIVER

Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.

ENFORCEABILITY

If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions.

EQUAL OPPORTUNITY

In connection with its performance hereunder, Producer agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, color, sex, national origin, age, disability, or any other factor protected by federal, state or local law.

APPLICABLE LAW

This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Production Company office authorizing this Agreement is located as set forth on Page 1 of this Agreement.