You can view, download, or print a PDF of our Video Services Agreement.
VIDEO SERVICES AGREEMENT
You (”you” or the “Client”) are engaging FAST VIDEO MEDIA (“us”, “we” or “FAST VIDEO MEDIA”) as an independent contractor for creating a video and related services (the “Services”). In consideration of the mutual obligations specified in this Video Services Agreement (the “Agreement”), the parties, intending to be legally bound hereby, agree to the provisions of this Agreement.
1. The Process, the Services and Payment
(a) Scope. We render the Services on a project basis unless we otherwise agree in writing. The initial scope of the Services for your project will be set forth in our final estimate to you, as modified by any changes agreed by you and us before we issue our first invoice.
(b) Pricing, and First Payment. We will determine a price for the Services based on the initial scope of the Services. We will specify this price in our first invoice to you. The amount of the first invoice will be up to 50% of the total initial price unless otherwise specified on the initial invoice. Payments can be made by Credit Card, PayPal or other method to which we agree. Your payment of the first invoice amount indicates your agreement to the amount of the total initial price, and we will begin work after you pay the first invoice.
(c) Change Management Process. When edit services are included in our initial invoice, the price will include some rounds of revisions to the work we produce for you. The following provisions control what revisions will be included in our initial price, what revisions or other scope changes will be outside the scope of Services included in the initial price, and the procedures governing any out of scope Services.
(i) If your project includes a script, revisions to the script are limited to 2 rounds. Once a final script has been approved, and the voiceover has been recorded, you may request a single round of minor changes, including changes to the tone, emphasis or pronunciation. Major changes to the voiceover, like script edits and additions, are $200 per round and will be added to the final invoice (in the event that the video is already in a finished state, retiming the video to match the voiceover will be billed at our $150 per hour rate).
(ii) If your project includes animation, storyboard and style frame revisions are limited to 2 rounds.
(iii) Each completed video includes 2 rounds of revisions. For animation, these included revisions must be related to the approved storyboard. Revisions or requests that are outside of the initial project description, such as scenes or ideas not included in the initial discussions or storyboard, will be considered out of scope.
(iv) In general, except for the included rounds of revisions set out above, any revisions, additions, or alterations to the project modifying the initial scope of the Services will be considered out of scope Services and subject to FAST VIDEO MEDIA’s standard rate of $150 per hour. By way of example, such out of scope Services will include, but will not be limited to, changes in the extent of work, increases in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation. In addition, any Services requested by you faster than a previously established schedule, such as an accelerated timetable, may be deemed out of scope Services in our discretion.
(v) FAST VIDEO MEDIA will inform you if any of your changes or other requests would require out of scope Services and the additional fees associated with any such out of scope Services. You will be responsible for the additional fees if FAST VIDEO MEDIA proceeds with the out of scope Services.
(vi) Any additional costs or expenses incurred by FAST VIDEO MEDIA during a project due to Client delays or extensions will be added to your fees.
(vii) When an event is broadcast live over the internet, a viewer hours limit included in the estimate. There may be cost increases of up to $50 per 100 viewer hours, if the number of viewers exceed the time limit.
(d) Scheduled Payments and Delivery. In non-crafted video service, final payment is due upon delivery of the raw footage. In crafted services, once you have approved the edited video produced by the Services, we will issue a final invoice for the Services relating to the project. If there is a payment schedule specified on the invoice, than payments will be made on schedule so that service can continue on schedule. The final invoice will include the remaining percentage of the total initial price, subject to adjustment downwards for any agreed upon reduction in scope and subject to adjustment upwards for any agreed upon increase in scope. The final invoice will be due and payable upon receipt. Once you have paid the final invoice (and any other outstanding invoices), we will deliver the final video file to you in .MOV or .MP4 format (or such other format as agreed in writing by us).
(e) Additional Payment Provisions. FAST VIDEO MEDIA reserves the right to: (i) charge interest on amounts more than 10 days past due at a rate of 2% per month or, if lower, the highest rate allowed by applicable law; (ii) issue the final invoice (or pro rata portion thereof) if FAST VIDEO MEDIA has requested Client input or feedback needed for the Services and more than four weeks have elapsed without the Client providing the requested input or feedback; and (iii) issue interim invoices, due and payable upon receipt, for up to 50% of any increase in fees for the Services resulting from changes in scope.
(f) No Hosting or Integration. The Client will be solely responsible for video hosting and website integration.
3. Intellectual Property
(a) FAST VIDEO MEDIA assigns to the Client all right, title and interests to all of its copyrights in the video produced by FAST VIDEO MEDIA pursuant to the Services, effective upon payment by the Client of the final invoice (and any other outstanding invoices) issued by FAST VIDEO MEDIA pursuant to Section 2 above. FAST VIDEO MEDIA makes no ownership claim with respect to any copyrighted materials, trademarks, trade secrets or other intellectual property supplied by the Client to FAST VIDEO MEDIA for purposes of the Services.
(b) The Client grants FAST VIDEO MEDIA (and its successors, assigns and affiliates) a non-exclusive, limited license to use any videos produced by FAST VIDEO MEDIA, or portion thereof (including screenshots and including the Client’s name and any embedded trademarks or service marks), for demonstration, sample and marketing purposes, including without limitation the right to display such material on FAST VIDEO MEDIA’s website. FAST VIDEO MEDIA may also include client’s name and trademark or service mark in a list of FAST VIDEO MEDIA clients for marketing and promotional purposes. FAST VIDEO MEDIA will not present any such material in a manner derogatory to the Client. This limited license is royalty free, worldwide, perpetual and non-revocable but is limited to the uses specified in this paragraph.
(c) The Client represents, warrants, and covenants that any text, graphics, sound, video, photos, designs, trademarks, service marks, or other artwork (each, an “element”) furnished to FAST VIDEO MEDIA for inclusion in a video or other project are owned by the Client or that the Client has all rights necessary for FAST VIDEO MEDIA to incorporate any such element in any videos or other product of the Services. The Client will hold harmless, protect, indemnify and defend FAST VIDEO MEDIA, its subcontractors, officers, directors, owners, employees, agents, representatives, and affiliates from any and all liability, damages, costs, or expenses (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements by FAST VIDEO MEDIA or the inclusion of such elements in any video or other product of the Services.
(d) Subject to the rights granted to the Client or expressly retained by the Client pursuant to paragraph (a) above, FAST VIDEO MEDIA will retain all intellectual property rights, including copyrights, ideas, trademark rights, and service mark rights, in any materials created by FAST VIDEO MEDIA or its subcontractors in connection with the Services. For the avoidance of doubt, FAST VIDEO MEDIA has no obligation to deliver, and grants no rights in, any rejected designs, documentation, illustrations, raw video and project files and audio/verbal scripts, including preliminary concepts, accepted or rejected elements, works in progress, and finished materials which have been created or furnished by FAST VIDEO MEDIA during the course of providing Services.
(e) The Services do not normally include the collection or delivery of source files for individual components or elements included in the final video produced by FAST VIDEO MEDIA for the Client. If the Client requests delivery of those files, FAST VIDEO MEDIA reserves the right to condition delivery on the Client’s payment of FAST VIDEO MEDIA’s fees and expenses on a time and materials basis, which may include charges from FAST VIDEO MEDIA’s subcontractors. The Client’s use of any individual components or elements (e.g., stock photos) may be subject to third party license restrictions. The Client acknowledges that its rights in any such individual components or elements will be subject to the third party license restrictions.
4. Information and Confidentiality
(a) The Client will provide any and all information and decisions required for the successful outcome of the project and will designate to FAST VIDEO MEDIA in writing of any portion of the project which is confidential.
(b) FAST VIDEO MEDIA agrees to treat such designated information with the same degree of confidentiality as FAST VIDEO MEDIA does with its own confidential information and, in any event, with no less than a reasonable degree of care. This obligation of confidentiality does not apply to (i) information that is published or otherwise becomes available to the general public without breach of this Agreement; (ii) information that has been furnished or made known by a third party that is not known by FAST VIDEO MEDIA to be subject to an obligation of confidentiality to the Client; (iii) information that was in FAST VIDEO MEDIA’s possession without confidentiality restrictions prior to the date of disclosure to FAST VIDEO MEDIA; (iv) information developed by FAST VIDEO MEDIA independently of confidential information furnished to it; and (v) general information of a nonproprietary nature. In addition, if FAST VIDEO MEDIA is required to disclose information in response to law, rule, court order, or other legal process, FAST VIDEO MEDIA may do so without breach of its obligations of confidentiality. In the event of such required disclosure, FAST VIDEO MEDIA will use reasonable efforts to notify the Client of the planned disclosure and will cooperate with the Client, at the Client’s request and cost, in lawfully opposing any such required disclosure.
5. Limitation of Liability
(a) FAST VIDEO MEDIA’s aggregate liability on all claims of any kind, whether based on contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, for all losses or damages arising out of or relating to this Agreement or Services will in no case exceed the fees actually paid to FAST VIDEO MEDIA under this Agreement.
(b) In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise will FAST VIDEO MEDIA, its subcontractors, officers, directors, owners, employees, agents, representatives and affiliates be liable for special, incidental, exemplary, punitive, consequential, or indirect damages, including without limitation lost sales or profits. The foregoing limitations and disclaimers will apply irrespective of whether the possibility of such damages has been disclosed to FAST VIDEO MEDIA in advance or could have reasonably been foreseen by FAST VIDEO MEDIA.
This Agreement may be terminated by either party if the other party commits a material breach of the terms hereof and fails to remedy the breach within 14 days of receiving written notification from the terminating party specifying the breach and requiring its remedy. FAST VIDEO MEDIA may terminate this Agreement, effective upon 7 days’ written notice to the Client, if FAST VIDEO MEDIA has requested Client input or feedback needed for the Services and more than three weeks have elapsed without the Client providing the requested input or feedback, unless the Client provides the requested input or feedback prior to the effective date of termination provided in the notice.
On termination of this Agreement, or a postponement of the Services requested by the Client and agreed to by FAST VIDEO MEDIA, for any reason, FAST VIDEO MEDIA may invoice the Client, and the Client will pay FAST VIDEO MEDIA, for all Services rendered and costs and expenses incurred to the date of termination or postponement. Any advance payment of fees will be credited against the amount due.
Any notice required to be given under this Agreement must be given in writing by email, with a hard copy of the notice delivered by personal delivery or sent by a major overnight delivery service, for delivery in either case no later than the close of the second business day following the email notice. Notices will be deemed given on the first business day after the email was sent, as determined in the State of Illinois. Notices sent to FAST VIDEO MEDIA must be sent to firstname.lastname@example.org, with the subject line containing “Legal Notice”, and with the hard copy sent to the address given on the “Contact Us” page at www.FAST VIDEO MEDIA.com (or successor page or site). Notices sent to the Client must be sent to the email address provided by the Client in this Agreement or to such other email address as the Client may from time to time designate by notice, and the hard copy may be sent to the address, if any, provided by the Client for notice purposes or, if the Client has not provided such an address, to any other physical address provided by the Client to FAST VIDEO MEDIA.
(a) Fee quotations and proposals for Services are subject to amendment or withdrawal by FAST VIDEO MEDIA at any time prior to the Client’s payment of the first invoice issued by FAST VIDEO MEDIA for the Services.
(b) FAST VIDEO MEDIA will not be liable for any delay in performance or inability to perform due to force majeure, including without limitation any acts of God, acts or omissions of the Client, major equipment failures, loss of electrical power or internet connectivity, or any other act, omission, or occurrence beyond FAST VIDEO MEDIA’s reasonable control. If FAST VIDEO MEDIA’s performance is delayed by force majeure, the time for performance will be extended by the length of the delay.
(c) The parties hereby agree that each provision herein will be treated as a separate and independent clause, and the unenforceability of any one clause will in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement is for any reason held to be excessively broad as to scope, activity, subject or otherwise unenforceable at law, such provision or provisions will be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with applicable law.
(d) This Agreement and all aspects of the relationship between the parties hereto will be construed and enforced in accordance with and governed by the internal laws of the State of New York, United States of America, without regard to its conflict of laws provisions.
(e) This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof. All other negotiations and agreements (written or oral) between the parties relating to the subject matter hereof are superseded by this Agreement, and there are no representations, warranties, understandings, or agreements other than those expressly set forth herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not strictly for or against either party hereto.