PRODUCTION SERVICES TERMS AND CONDITIONS | JON CASPIAN MEDIA, LLC.

Revision 08.26.2024

DELIVERABLES AND SCOPE OF WORK

The Company agrees to provide the Client with the work products, services, and project deliverables (the “Deliverables”) outlined in the “Schedule A” section of the Services Agreement.

The Client agrees to pay the Company for the Deliverables on the basis of the estimated costs (the “Estimated Costs”) set out in Schedule A.

Upon signing of the Services Agreement contract, the Deliverables, Estimated Costs, and “Estimated Timelines” contained in Schedule A can only be altered by written agreement of the parties.

This Agreement commences on the Effective Date and terminates upon the completion and delivery of the Deliverables or agreement of Early Termination, as outlined below, and final payment of all completed work as of the date of termination.

Any amendments or modifications to the Services Agreement or Scope of Work must be executed in writing before amendments are initiated. Any additional requested work is subject to additional charges.
The Company reserves the right to deny amendments based on their ability or availability to complete the requests. 

INVOICES AND PAYMENTS

The Company will invoice the client as outlined in the Payment Schedule.  The Client will pay the Company the full amount due to the Company as set out in each invoice provided to the Client. 

Each Invoice will outline the amount due to the Company for the Deliverables provided to date and any and all applicable taxes thereon. Suppose Schedule A is altered or otherwise amended by written agreement of the parties. In that case, the parties will revise, alter, and/or amend the payment schedule in writing, as may be required, at the same time as any alteration or amendment is made to Schedule A.

The Client agrees to cover any costs associated with the use and promotion of the Deliverables.

The Client understands that the Company has included necessary steps, outlined in this agreement, to ensure the quality of the deliverables and the Client’s satisfaction; therefore, payments are non-refundable.

LICENSE AND RIGHTS

The Company grants the Client the right to use the Deliverables and Content (the “Materials”) based on the following terms and conditions:

1. The Client can modify, edit, shorten, or otherwise alter the Materials in any way except as restricted by this agreement.

2. 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 and the Client-provided content outlined in Schedule A.

3. The Client will be solely responsible for all fees or similar payments of any kind, if any, relating to its use of the Materials.

4. The Materials are supplied to the Client by the Company on an ‘as is, where is’ basis without any representations or warranties whatsoever. The Company shall have no liability under this Agreement for indirect or consequential damages to the Client.

5. The Client agrees that:

1. The Materials will be used solely in accordance with the rights, terms, and conditions specified in this agreement.

2. 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.

3. 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.

4. 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 of this Agreement and complied with the terms and conditions specified herein.

6. 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, terms or conditions of this Agreement.

7. The Client acknowledges and agrees that the Client will not use any of the Materials, the Confidential Information, or any part thereof to compete directly or indirectly with the Company’s Business. Furthermore, the Company agrees to respect the confidentiality of any sensitive or confidential information they may become privy to during the course of this project, and will not disclose such information outside of discussions made with the Client and its agents.

INTELLECTUAL PROPERTY

All rights, title, and interest in and to the Materials and any other information or material provided by the Client to the Company under this Agreement are and shall remain the sole and exclusive property of the Client. All rights, title, and interest in and to all information and material provided by, created, conceived, contributed to, or worked upon by the Company, 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 “Company’s Contributions”) shall be the sole and exclusive property of the Client unless otherwise agreed to in writing by the parties.

The Client agrees that the Company has the right to use any material created during the scope of the contract for marketing and demonstration purposes.

ORIGINAL WORK

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.

The Company, to the best of its ability, shall not present or portray any individual(s) appearing in the Materials, the Client, 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. If the Company suspects the potential for negative representation at any point in the creation process. They will discuss this potential with the Client and, with the direction given, act in the Client’s best interests while adhering to the directives given by the Client and the goal of completing deliverables.

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

The parties agree that the Company is acting as an independent contractor, and nothing in this Agreement or otherwise 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.

The Company shall provide the Services and Deliverables to the Client on a non-exclusive basis. It shall be free to provide its services to third parties during the term of this Agreement, provided that the Company shall not provide such services in a way that is inconsistent with any of the provisions of this Agreement.

The Company makes no guarantees to the Client regarding the materials' salability, profitability, or marketability. The Client accepts the Materials and all work and services provided by the Company without any guarantees regarding the materials' salability, profitability, or marketability.

CUSTOMIZATIONS

The Client agrees that the Scope of Work is an estimated outline of content and that the Company reserves the right to adjust content as needed to fulfill the prompts and goals requested by the Client. 

The Company will communicate any adjustments to the content to the Client, either before major adjustments are made or upon the first draft review.

The Client acknowledges and agrees that customizations for this project are limited and that special requests by the Client are not guaranteed without alteration to the Agreement.

CLIENT-PROVIDED CONTENT

The Client understands they may need to provide content in the form of information, production resources, images, graphics, text, or products and agrees to provide those items, as needed, to complete the Scope of Work. The Client further understands they will need to grant The Company a certain level of access and control of their online platforms in order to complete the Scope of Work.

The Client is responsible for ensuring that the Scope of Work complies with any marketing or company policies associated with The Client’s employer brand or company.

The Client understands that the quality of the Deliverables depends in part on the quality of content provided and that the Company will do its utmost to provide the Client guidance on how to obtain the required content properly.

The Client acknowledges that the Client-Provided content is correct and that a revision fee will be quoted to the client if revisions need to be made. The quote will be based on the full scope of work and at the discretion of the Company. 

REVISIONS
The Client acknowledges that a revision fee may be quoted if more than one revision needs to be made to any video or photograph assets. The quote will be based on the scope of changes and at $250/hour.

EARLY TERMINATION
Either party may terminate this agreement, provided notice and sound reasoning are provided ahead of the termination. Upon receipt of a request to terminate, the Company will stop all work and services and prepare a Final Invoice for completion of any work up to the date of the termination request, which the Client is expected to pay within ten business days.

The Client understands and agrees to these terms and conditions as part of the Production Services Agreement.