VIDEO SHORTS TERMS & CONDITIONS

The following terms and conditions outline the agreement between Video Shorts (hereinafter referred to as "PRODUCER") and CLIENT who wishes to engage PRODUCER as an independent contractor on a non-exclusive basis to produce one or more informational or demonstration videos for a product or service. By clicking to accept these terms and submitting payment, you agree to become a CLIENT of PRODUCER and to abide by and be legally bound by the terms and conditions as provided herein. Details specific to CLIENT's video project(s) shall be provided and clarified in a separate Scope of Work (addendum) document and subject to CLIENT and PRODUCER approval. These terms and conditions and the Scope of Work are collectively the "Agreement."

  1. VIDEO
    1. CLIENT shall provide PRODUCER the product and all information about the product/service to be included in the video script and CLIENT shall be solely responsible for all content included in the script and video.
    2. PRODUCER shall write, direct, produce, and deliver the edited master of the video to CLIENT on or before a date to be mutually agreed upon in accordance with the timeline provided within this Agreement.
    3. CLIENT shall have approval rights as provided in the Scope of Work at the various stages in the production of the video.
    4. PRODUCER agrees that the video is a work-made-for-hire as provided in the Scope of Work.
    5. CLIENT is responsible for all distribution and use of the video, and PRODUCER shall have no input, control, or obligation whatsoever for the distribution and use of the video.
    6. Video scope shall be specifically clarified in a separate Scope of Work addendum document to be approved by CLIENT and PRODUCER. Any changes in scope are to be agreed in writing by PRODUCER and CLIENT. A 50% deposit is required to initiate any custom project. The remaining balance is due prior to delivery of final video files.
    7. Video timeline shall be provided in the Scope of Work.
    8. Upon final delivery of video files, PRODUCER will donate or return at CLIENT's expense, all sample product(s) as provided in the Scope of Work. CLIENT must provide return shipping instructions and paid shipping return label within two weeks of the delivery of the master files, or product samples will be donated to charity or discarded.
    9. Music used in this video production is licensed and non-transferrable, and for Non-Broadcast web use only. Broadcast licensed music is available for an additional fee and if requested will be defined and agreed upon in the Scope of Work. Use of any music beyond the final mastered video is prohibited.
    10. Nothing in this Agreement shall prohibit PRODUCER from producing videos for others for products and services that are the same or similar to CLIENT's products or services.
    11. Pending payment in full, CLIENT shall have exclusive ownership rights to the finished, edited master of their respective Video Short.
    12. CLIENT agrees that PRODUCER shall retain exclusive ownership rights to all raw footage for use on other, non-competing video productions and distribution through various stock footage services.
    13. Upon delivery of your final video and/or payment of your final invoice, you will receive a CLIENT satisfaction survey from VideoShorts. By completing and submitting the survey you shall agree that your rating, comments, testimonial and company name and logo, product name and logo and your first name and first initial of your last name may be used in all VideoShorts.com marketing initiatives.
    14. Producer shall retain raw footage for 30 days following the delivery of the master video file. Client may purchase the raw footage for an additional fee or the footage may be discarded.

 REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

    1. CLIENT hereby represents and warrants to PRODUCER that (1) CLIENT owns or has lawfully obtained all rights to the images, products, services trademarks, service marks, and other intellectual property to be mentioned or referred to in the video including, but not limited to, the name for the product or service, (2) CLIENT has created or owns all rights in and to any regimen, product, or service to be featured in or sold or promoted through, the video, (3) CLIENT is the owner or licensee of any and all patents to, and all other manner of intellectual property interest in the product or service, (4) CLIENT is legally and lawfully entitled to market the product or service in all territories and jurisdictions wherein the video or any portion thereof may be broadcast and wherein the product or service will be advertised, promoted, or sold, (5) CLIENT will comply with all applicable laws, rules and regulations in the manufacture, marketing, advertising and sales of the product or service, and (6) to its knowledge the representations, omissions, claims, demonstrations, endorsements, testimonials, and practices in the video and the descriptions thereof provided to PRODUCER are true, not deceptive, substantiated, not likely to mislead consumers and will not infringe the propriety rights of any third party.
    2. CLIENT shall protect, defend and hold harmless PRODUCER, and its directors, officers, and employees against all claims, causes of action, liabilities, judgments, and losses arising out of, or in conjunction with any representations or warranties made or agreed to herein by CLIENT.
  1. INDEPENDENT CONTRACTOR

The relationship created by this Agreement shall be that of independent contractors, and no party or any of its officers, employees, agents or representatives shall be considered an employee or agent of any other party for any purpose whatsoever.

 

  1. GOVERNING LAW
    1. Arbitration. Except with respect to breaches subject to injunctive relief , any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be finally resolved and settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and with a panel consisting of one arbitrator unless that number be increased by consent of both parties, provided that nothing herein contained shall prevent any party from seeking injunctive or other equitable relief from a court of competent jurisdiction. However, in any arbitration proceeding arising under this Agreement, the arbitrator shall not have the power to change, modify or alter any express condition, term or provision hereof, and to that extent the scope of his or her authority is limited, and shall not have the authority to award special, indirect, punitive, or consequential damages. The Federal Rules of Evidence, including all rules of privilege, shall apply to proceedings conducted in connection with the arbitration. Discovery is only permitted to the extent ordered by the arbitrator. Before rendering a final decision, the arbitrator will for a period of ten (10) days encourage the parties to reach compromise settlements on the points in dispute. The expenses of the arbitration and the arbitrator shall be borne equally between the parties to the arbitration; however, each party shall pay for and bear the cost of its own expert, evidence and legal counsel. The arbitration hearing shall be closed and shall be conducted on no more than two (2) business days 9:00 am to 5:00 pm, with each party having equal time to present its case, and the arbitration shall be completed within one hundred fifty (150) days of the giving notice and filing of a demand to arbitrate with the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction. The arbitration shall take place in the City of Springfield, Greene County, Missouri.
    2. Either party in any judicial or other proceeding brought to enforce, or to obtain a judicial declaration with respect to, any term or condition of this Agreement shall be responsible for all its own expenses of any and every kind incurred in enforcing or obtaining a declaration of its rights under this Agreement, including, but without limitation, costs, expenses, and reasonable attorney's fees incurred in any arbitration, judicial, or other proceeding pursued for any such purpose. Such expenses and fees shall not be recoverable and shall not be awarded by any court of competent jurisdiction even in the event the party instituting any such action or proceeding shall have dismissed the same, and notwithstanding the termination of such action or proceeding in any other manner. The provisions of this paragraph shall survive any Judgment or other termination of any such action or proceeding. The provisions of this paragraph shall survive the termination, however, effected, of this Agreement.
    3. This Agreement shall be governed by the internal laws of the State of Missouri, and the exclusive venue for any suit between the parties, whether arising in contract, warranty, tort, statute, or otherwise shall be in the state or federal courts serving Greene County, Missouri, and the parties hereby submit to personal jurisdiction of such courts.
  2. ASSIGNMENT AND DELEGATION OF DUTIES: Either party may assign or delegate any of its duties under this Agreement without the written consent of the other party, but any such assignment or delegation shall not relieve the party of its obligations hereunder.
  3. MISCELLANEOUS:
    1. No failure, or omission, or delay on the part of a party in exercising any right herein will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any right on any particular occasion or for any particular period of time shall be deemed a waiver of any such right on any other occasion, or at any later point in time. No waiver of any right under this Agreement shall be effective unless given in a signed writing. No waiver of any right under this Agreement shall be deemed a waiver of any other right under this Agreement. No right granted by this Agreement shall be deemed waived, modified, or limited in whole or in part, on account of any course of dealing, or any practice or custom.
    2. This Agreement shall be deemed executed by PRODUCER when posted on VideoShorts.com, and may be executed in one or more counterparts, each of which for all purposes will be deemed to be an original, and all of which will constitute one and the same instrument. This Agreement shall be deemed executed by CLIENT by clicking "I Accept" on VideoShorts.com. Each menthod of signatures provided herein shall be deemed authorized original signatures for all purposes.
    3. If any provision of this Agreement is, becomes, or is deemed to be, invalid, illegal, or unenforceable, then: (1) Such provision will be deemed amended to conform to Applicable law, provided the same can be so amended without materially altering the intention of the parties as expressed in this Agreement; (2) If such provision cannot be deemed so amended without materially altering the intention of the parties as expressed in this Agreement, then the party in whose favor the provision originally operated may elect to have such provision stricken, or alternatively, may obtain reformation of such provision so as to as closely as possible effect the original intention of such provision as expressed in this Agreement. The Agreement shall otherwise remain in full force and effect.
    4. Except as otherwise provided herein, this Agreement shall be binding upon, and shall insure to the benefit of, the parties and their respective successors and assigns.
    5. This Agreement states the entire agreement and understanding of the parties with respect to the subject matter set forth herein, all prior and contemporaneous oral and written agreements and discussions being merged herein and superseded hereby. Except as otherwise expressly permitted by this Agreement, no waiver, alteration, amendment, or modification of any provision of this Agreement shall be binding unless in writing and signed by the party to be charged.
    6. Each individual who clicks to accept these terms and conditions hereby executes this Agreement on behalf of any entity other than a natural person hereby personally represents and warrants as follows:
      1. That he or she has been lawfully and duly authorized by such entity to execute this Agreement on its behalf, and that such entity agrees to be bound by the terms and conditions hereof.
      2. That such entity has legal capacity to enter into this Agreement, and is legally entitled to do so.
  1. ENTIRE AGREEMENT: This Agreement states the entire agreement and understanding of the parties and each individual who executes this Agreement on behalf of any entity hereby personally represents and warrants that he or she has been lawfully and duly authorized by such entity to execute this Agreement on its behalf.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.