Production Terms and Conditions
The advertiser, agency, or individual, (“Client”), as the case may be, contracting for creative and video production services (collectively “Services”) and Comcast Cable Communications Management, LLC d/b/a Effectv (“Effectv”) hereby agree as follows:
1. SERVICES AND MATERIALS
(a) Effectv shall provide and Client shall pay for the creative and video production and services (the “Services”) described on the Work Order/Proposal/Service Agreement.
(b) To the extent Client provides any materials to Effectv for use in connection with the Services, including, but not limited to, video, audio, and script (the “Materials”), Client hereby grants to Effectv and its parents, affiliates, subsidiaries, and their predecessors and successors, and each of their partners, officers, shareholders, directors, employees, and agents the perpetual, worldwide, non-exclusive, non-transferable, non-sublicenseable, limited right and permission to use, copy, modify, edit, alter, change, reformat, publicly perform, exhibit, transmit, publish, republish, display, prepare derivative works, and distribute (collectively, “Use”), in whole or in part, the Materials in order to develop, create, exhibit, produce, or integrate the Materials for use in connection with the Services in any and all now known or hereafter existing uses, media platforms, means, and forms of exploitation for purposes of publicity or trade. To the extent Client is required to procure from a third-party the exclusive right and permission to Use such Materials, it shall be Client’s sole and exclusive responsibility to secure all such rights and permissions on behalf of Effectv and, if applicable, cause to be executed Exhibit A, attached hereto.
(c) Client production sessions may not continue past scheduled times, unless approved in advance by Effectv. Client shall be responsible for payment of all Additional Fees (as defined below) and charges for production sessions which continue past scheduled times at Effectv’s then current rates.
(d) All rights in the material produced by Effectv or under the creative leadership of Effectv pursuant to this agreement, (including but not limited to intellectual property, master files, compressed files, raw video files, master tapes, work tapes, audio, visual and audio-visual works, literary works and compositions and any other production materials provided by Effectv) shall remain the property of Effectv. Except for Client’s use of the material produced by Effectv pursuant to this agreement as a whole, solely in the form and for the purposes for which it was originally produced, Client shall have no right to use nor permit any other person or entity to use any of such material for any purpose whatsoever, without the prior written consent of Effectv, email sufficing, which Effectv may withhold in its discretion. Effectv shall retain broadcast files of the finished works for a period of up to one (1) year if the commercial or program is produced for cablecast on any Effectv cable system. Otherwise, such materials shall be retained for a period of up to six (6) months.
(e) Effectv will make available copies of files and materials to the client at Effectv’s then current rates at Effectv’s discretion provided Client account is in good standing at the time of the request. These materials are released with a limited license to the Client and are bound by any and all restrictions currently in place for Effectv including licensing agreements and any form of release or remunerations due with or to third parties. Client can use said materials within the limits of those licenses for other valid legal uses as Client sees fit for advertising and self-promotions for Client. Effectv retains full ownership rights throughout this limited release.
2. BILLING AND PAYMENTS
(a) Client shall be responsible for payment of all fees, charges, costs, expenses and taxes in connection with the Services, including, but not limited to, the production service fees set forth on the Work Order (hereinafter “Fees”).
(b) Unless otherwise noted on the Work Order, the Fees listed on the Work Order are estimates. “Additional Fees” may include, but are not limited to: administrative fees, fees for outside services, such as talent or location fees, equipment rentals, uploading and file compression fees, outside production or dubbing services, food services, hotel/car rentals, taxes, additional charges for time required due to Client’s failure to adhere to production scheduling or deadlines, or any other services or materials not supplied by Client or Effectv.
(c) Effectv reserves the right to charge overtime fees at its then current rates for services performed after the scheduled conclusion of the Services.
(d) Payment of the Fees set forth on the Work Order is due within thirty (30) business days of execution of the Work Order by Client, but not later than the date on which the Services are to be rendered or, at Effectv’s sole discretion and noted on the Work Order, the date on which the Services are to be completed. All other Fees, including Additional Fees, shall be due within ten (10) days of receipt of an invoice.
(e) Effectv reserves the right to assess a fifteen percent (15%) administrative charge for any outside services, for any services ordered on a “rush” basis and for any production session which exceeds the scheduled time. A rush order is defined as (i) any full spot production (shoot and post-production) to be completed within five (5) business days of the date ordered and (ii) any tape tagging, dubbing or other post production service to be completed within two (2) business days of the date ordered. All rush orders are subject to availability of personnel and facilities. Effectv will use commercially reasonable efforts to fill rush orders. However, Effectv shall not be liable in any manner whatsoever in the event a rush order cannot be fulfilled.
(f) Fees not paid when due shall be subject to an administrative charge of the lesser of 1.5% or the highest interest rate permitted under applicable law. Client shall reimburse Effectv for amounts incurred in connection with collection activities, including, but not limited to, collection agency charges and costs, attorney fees and costs and court costs.
(g) If Client is an advertising agency, the person, firm or corporation that authorizes such advertising agency to contract for the Services shall be liable for all such payments and fees in the event of default by advertising agency. Such advertising agency and the person, firm or corporation that authorizes such advertising agency to contract for the Services shall be jointly and severally liable for all payments due Effectv hereunder.
3. CANCELLATION Client agrees to pay a cancellation fee of twenty five percent (25%) of the Fees stated on the Work Order (plus any fees incurred by Effectv for any outside services) in the event Client cancels the Services between 48 to 24 hours of the date on which the Services are to be performed. Client agrees to pay a cancellation fee of fifty percent (50%) of the Fees stated on the Work Order (plus any Additional Fees incurred by Effectv) in the event Client cancels the Services within 24 hours of the date on which the Services are to be performed. Client will not be charged any Fees (other than Additional Fees incurred by Effectv) for cancellation more than 48 hours from the date on which the Services are to be performed. Effectv reserves the right to waive cancellation charges at its sole discretion.
4. THIRD PARTY PERMISSIONS To the extent Client is required to procure on Effectv’s behalf (a) the right and permission to use, reuse, license others to use, publish, republish, photograph and record a third-party’s name, image, movements, or voice (“Likeness”), (b) the right and permission to use certain real property for the purpose of photographing, recording, and videotaping scenes, both exterior and interior, for film or video production, and/or (c) a release from liability for any personal injuries, death, or damages to any third-party, it shall be Client’s sole and exclusive responsibility to secure such rights and permissions and cause to be executed Exhibits B, C, and/or D, respectively, attached hereto.
(a) Effectv reserves the right, upon written notice, to cancel this contract upon default by Client of any of the terms hereof (including, but not limited to, failure to pay Fees in a timely manner) or in the event performance hereunder would violate any law, regulation, judgment, order or decree applicable to the Effectv or Client. Upon such cancellation, all Fees for services rendered up to the date of cancellation and any Additional Fees incurred by Effectv shall become immediately due and payable.
(b) Client reserves the right to cancel this contract upon default by Effectv of any of the terms hereof upon prior written notice.
(a) Client shall indemnify, defend and hold Effectv, its affiliates, employees, contractors and agents harmless from and against all claims, demands, debts, obligations or charges (including attorney fees and disbursements) which arise out of or result from (i) the use, transmission or distribution of Materials furnished by or on behalf of Client or furnished by Effectv at Client’s direction for use in connection with the Services, (ii) Effectv’s use of any third-party’s Likeness in connection with the Services, (iii) Effectv’s use of any real property in connection with the Services, (iv) the bodily injury, sickness, disease, or death of any third-party in connection with the Services, and/or (v) any breach of any representation or warranty by Client under these Terms and Conditions. Effectv will indemnify, defend and hold Client, its affiliates, employees, contractors and agents harmless with respect to all Materials furnished by Effectv of its own accord. The indemnitee shall promptly notify and cooperate with the indemnitor with respect to any claim. The provisions of this paragraph shall survive the termination or expiration of this contract.
(b) NOTWITHSTANDING ANYTHING IN THIS CONTRACT TO THE CONTRARY, IN NO EVENT SHALL EFFECTV BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS CONTRACT.
(a) Effectv’s obligations hereunder are subject to all federal, state and municipal laws and regulations now enforced or which may be enacted in the future.
(b) This contract, including the rights under it, may not be assigned or transferred without first obtaining the consent of Effectv in writing. Failure of Effectv to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.
(c) Notwithstanding any other provision in this contract to the contrary, Effectv shall not be liable for any expenses or losses incurred by Client or any third party in the event Effectv is unable to perform its obligations hereunder or is delayed in its performance by any act of God, public emergency, strike or labor disputes, law or act of government, judicial decree, mechanical breakdown, failure of facilities or any other cause beyond the reasonable control of Effectv. Client’s sole remedies for Effectv’s inability to perform its obligations hereunder shall be (i) production services equal in value to those agreed upon in the Work Order or (ii) a refund of any Fees paid by Client for the undelivered portion of the Services; provided, Client shall remain solely liable for all Fees incurred by Effectv for any outside services.
(d) Effectv assumes no liability for loss or damage to Materials furnished by Client in connection with the Services.
(e) This contract contains the entire agreement between the parties relating to the subject matter hereof, and no change or modification of any of its provisions shall be effective unless made in writing and signed by both parties.
(f) Client agrees that any third party engaged by Effectv to perform Services on behalf of Effectv hereunder shall be a third-party beneficiary to these Terms and Conditions and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
(g) This contract shall be construed in accordance with the laws of the jurisdiction in which the Effectv cable system delivering the Services is located.
As an authorized representative of the client, I agree to the terms and conditions listed above.
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Authorized client representative Advertiser Date