Legal

Service Agreement

Effective Date: Oct. 29th, 2025

1. PARTIES AND SERVICES

This Service Agreement ("Agreement") is entered into between A Video Maker LLC ("Provider", "we", "us", or "our"), a limited liability company organized under the laws of Oregon with principal operations in Eugene, Oregon, and the client identified in the accompanying Quote or Statement of Work ("Client", "you", or "your").

Contact Information:

A Video Maker LLC
Headquartered in Eugene, Oregon

2. SCOPE OF SERVICES

2.1 Service Overview

Provider offers comprehensive video editing, production, and creative strategy services. Our services include but are not limited to:

  • Post-Production Services: Video editing, color correction, color grading, motion graphics, titles and lower thirds, soundscaping, audio mixing, visual effects, 3D animation, captioning, thumbnail design, and landing page design.

  • Production & Strategy Services: Project oversight, creative strategy, messaging consultation, script development, pre-production planning, and project management from concept through delivery.

  • White-Label Services: For videographers and creative agencies, we offer white-label post-production, project management, script creation, pre-production prep work, and editing services that you can present to your clients as your own work. This is only when specified.

Default Services: Unless otherwise specified in the Quote or Statement of Work, standard engagement includes editing services only. All additional services (color grading, motion graphics, sound design, etc.) will be explicitly listed in project documentation.

2.2 Service Specifications

Each project engagement shall be governed by a Quote or Statement of Work that specifies: (a) detailed scope of services and deliverables; (b) project timeline and milestones; (c) total project cost and payment terms; (d) number of revision rounds included; (e) delivery formats and specifications; (f) any special requirements or exclusions.

The Quote or Statement of Work, together with this Agreement, constitutes the complete agreement between the parties. In the event of conflict between documents, the Quote or Statement of Work shall control for project-specific terms, while this Agreement governs general terms and conditions.

3. PRICING AND PAYMENT TERMS

3.1 Pricing Structure

Post-Production Services: Base pricing of ~$450 per production day. "Production day" represents the cumulative time required to complete the work, which may be distributed across multiple calendar days due to scheduling, rendering, or review cycles. The quote is based on total production time, not calendar duration.

Producer/Strategist Services: Base pricing of ~$125 per hour for creative strategy, project oversight, messaging consultation, and production management services.

Pricing Adjustments: Base rates may be adjusted based on client business type, project complexity, scope, timeline requirements, and relationship history. Final pricing will be specified in each Quote or Statement of Work.

3.2 Payment Terms for Project-Based Work

Payment Requirement: 100% of quoted project cost must be paid in full before work commences. No services will begin until payment is received in Provider's account.

Fixed-Price Guarantee: Our quotes are guaranteed. We will never charge more than the quoted amount if we underestimate the project complexity or time required. This guarantee applies only to work within the approved scope as defined in the Quote or Statement of Work.

No Surprise Fees: There are no late payment fees, hidden charges, or automatic cost increases. The only time additional fees may apply is when you request changes beyond the original scope of work (see Section 4 - Revisions and Scope Changes).

Client Control: Any scope changes that would result in additional fees require your explicit approval and upfront payment before we proceed with the additional work. You maintain complete control over every cost and decision throughout the project.

3.3 Retainer Agreements

Retainer Structure: Retainer agreements allow clients to pre-purchase services for a specified term (monthly, quarterly, semi-annually, or annually). Services are paid for in advance and may be utilized at any time during the retainer term.

Example: If you retain four videos, you pay for all four in advance. These videos can be produced at any time during the retainer term according to your business needs and our mutually agreed production schedule.

Pricing Lock Benefit: Retainers lock in current pricing rates for the entire term of the retainer agreement. As long as you utilize pre-purchased services during the retainer term, those services will be delivered at the locked-in rate regardless of any price increases that occur during the term.

After Retainer Expiration: When the retainer term expires, any unused pre-purchased services remain valid. The monetary value of those services converts to account credit that you may use to order new videos at current pricing rates.

Discount Tiers: Retainer commitments of quarterly duration or longer may receive volume discounts as specified in the retainer agreement. Shorter commitment terms typically qualify for greater discount percentages.

3.4 Subscription Plans

Unlimited Editing Model: Subscription plans offer "unlimited" video editing services within defined operational parameters. Subscriptions are available on monthly, quarterly, semi-annual, or annual terms.

Operational Framework: We work on one project at a time per subscription. This ensures focused attention and consistent quality for each deliverable. Projects are queued in the order received.

Turnaround Expectations: Each project is quoted with an estimated turnaround time based on scope and complexity. On average, we deliver a viable first draft (including editing, color correction, titles, and audio mix) within approximately 2 business days per minute of final video content.

Example: A 5-minute video would typically receive its first draft within approximately 10 business days. More complex projects with extensive graphics, effects, or research may require additional time, which will be communicated during project scoping.

Subscription Scope: Unless otherwise specified in the subscription agreement, standard subscriptions include editing, color correction, motion graphics, sound design, and audio mixing services. Advanced services (VFX, 3D animation, expedited delivery) may require upgraded subscription tiers or project-specific add-ons.

3.5 Project Files and Source Materials

Standard Deliverables: By default, clients receive final rendered videos in specified delivery formats. Project files, raw footage, and source materials remain the property of Provider.

Project Files Add-On: Project files (including editing timelines, source files, and intermediate renders) are available for an additional fee. Base pricing for project file delivery is 1.5x the original project cost, though actual pricing may vary based on project complexity and client business type. Project file requests must be specified during project scoping or may be added after completion as a separate purchase.

4. REVISIONS AND SCOPE CHANGES

4.1 Included Revision Rounds

Standard Editing/Post-Production: Unless otherwise specified in the Quote or Statement of Work, every project includes TWO (2) revision rounds after delivery of the initial draft.

Revision Round Defined: A "revision round" consists of consolidated feedback provided in a single submission addressing: (a) color correction and grading adjustments; (b) audio mixing and level changes; (c) pacing and timing modifications; (d) text and graphic corrections; (e) minor shot replacements using existing footage. Each revision round must be completed and submitted within 14 calendar days of receiving the deliverable.

4.2 Scope Changes vs. Revisions

The following are NOT considered revisions within included rounds and require separate authorization and payment:

• New filming, recording sessions, or additional footage acquisition

• Replacement of previously approved music, voiceover, or soundtrack

• Addition of graphics, animations, or effects not in original scope

• Substantial restructuring beyond the approved edit structure

• Addition of new footage beyond originally approved selects

• Format changes or additional deliverables beyond original specification

• Changes to fundamental creative direction after approval

These scope changes will be quoted separately and require your approval and upfront payment before work proceeds.

4.3 Change Order Process

When you request work outside the approved scope, we follow this transparent process:

1. You submit a change request in writing describing the desired changes, justification, and timeline needs.

2. We evaluate the request within 2-3 business days and assess impact on timeline, cost, and resources.

3. We provide a written quote detailing: (a) description of additional work; (b) itemized additional cost; (c) impact on project timeline; (d) revised delivery date; (e) payment terms.

4. You approve and pay the change order amount in full before we proceed with the additional work.

5. Work proceeds with the original contract remaining in effect for unchanged elements and the change order serving as an amendment for additional work.

4.4 Provider Error Correction

Quality Guarantee: Provider errors including technical defects, incorrect spelling or information, failure to meet agreed specifications, or other quality issues will be corrected at no charge regardless of revision count. This guarantee reflects our commitment to delivering professional, high-quality work.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Client Ownership of Final Deliverables

Work-For-Hire and Assignment: Subject at all times to Client's satisfaction of all payment obligations under this Agreement, the parties agree that all final rendered videos and specified deliverables ("Final Deliverables") constitute audiovisual works specially commissioned and made for hire within the meaning of United States Copyright Law. To the extent any Final Deliverable does not qualify as a work made for hire, Provider hereby assigns to Client all right, title, and interest in and to such Final Deliverable, including all copyrights and intellectual property rights therein.

Payment as Condition Precedent: All rights granted herein are expressly conditioned upon Client's payment in full of all amounts due under this Agreement. Until final payment is received, all intellectual property rights in the work product remain with Provider.

Rights Granted: Upon full payment, Client receives perpetual, worldwide, royalty-free, non-exclusive rights to use, reproduce, distribute, display, perform, and create derivative works from the Final Deliverables for any lawful purpose.

5.2 Provider Retention of Project Materials

Retained Materials: Provider retains exclusive ownership of all materials not explicitly transferred to Client, including but not limited to: (a) raw footage and unedited footage that Provider produced; (b) outtakes, B-roll, and unused footage Provider produced; (c) project files, editing timelines, and intermediate renders; (d) source files in native formats; (e) master copies and backup files.

Rationale: Using the analogy of ordering bread: Client owns the finished loaf (the final video), but does not own the bakery, the ovens, the recipes, or the raw ingredients. Raw footage and project files are the professional tools and intermediate materials used to create your deliverable.

Optional Project File Delivery: Project files and source materials may be delivered as an add-on service at additional cost as specified in Section 3.5. Even when project files are delivered, Provider retains the right to use the methodologies, techniques, and workflows embodied in those files for other projects.

5.3 Provider Tools, Methodologies, and Pre-Existing IP

Retained Provider Assets: Provider retains all ownership rights in: (a) pre-existing templates, design elements, and reusable assets; (b) proprietary workflows, techniques, and production methodologies; (c) software, plugins, scripts, and custom tools; (d) lookup tables (LUTs), color profiles, and presets; (e) general knowledge, skills, and expertise.

Limited License: Client receives a royalty-free, perpetual, worldwide, non-exclusive license to use Provider's tools and methodologies solely to the extent necessary to use and exploit the Final Deliverables. This license does not grant rights to extract, replicate, or independently use Provider's proprietary tools or techniques.

5.4 Third-Party Licensed Content

Stock Content Licensing: Provider will license stock footage, music, sound effects, and other third-party content through Provider's subscription services on Client's behalf as needed for the project. These licenses permit Client's use of the Final Deliverable incorporating such content.

License Holder: Licenses for stock content are held by Provider through Provider's subscription accounts. Client receives a sublicense sufficient for all intended uses of the Final Deliverable as specified in the project scope.

Demonetization Resolution: In the event a video containing Provider-licensed content is flagged or demonetized on any platform due to content matching systems, Client may contact Provider at legal@avideomaker.com. Provider will whitelist the video through the applicable stock content provider's dispute resolution process, provided that: (a) Client has paid all invoices in full; (b) the video use is consistent with the licensed terms; (c) the issue relates to content licensed by Provider. Provider reserves the right to end their subscription with their stock content provider at any time, without notification. In these events, no resolution may be possible for content matching flags.

Client-Provided Materials: Client represents and warrants that all materials provided to Provider (including footage, images, music, logos, and other content) are either owned by Client or properly licensed for the intended use. Client shall indemnify and hold Provider harmless from any claims arising from Client-provided materials.

6. PORTFOLIO AND MARKETING RIGHTS

6.1 Portfolio Usage Rights

Standard Portfolio Rights: Unless explicitly agreed otherwise by both parties in writing, Client grants Provider a non-exclusive, worldwide, royalty-free license to display completed work in Provider's portfolio and marketing materials, including: (a) display on Provider's website and digital media; (b) use in print samples and marketing materials; (c) display on social media channels including Instagram, LinkedIn, Facebook, YouTube, and TikTok; (d) submission to competitions, festivals, or industry showcases; (e) display in Provider's office and facilities; (f) use in proposals and presentations to prospective clients.

Public Relationship Acknowledgment: Client acknowledges and agrees that Provider may publicly acknowledge the business relationship and collaboration on social media and marketing channels. When Client engages Provider's services, Client can expect that Provider will post about the collaboration on social media platforms for marketing purposes. Such announcements are used for marketing purposes for both parties and help build mutual credibility in the marketplace.

Marketing Content Scope: Provider's marketing use may include: (a) posting completed videos on Provider's social channels; (b) tagging or mentioning Client's social media handles; (c) sharing behind-the-scenes content from the production process; (d) reposting or sharing Client's own posts about the project; (e) using Client's name, logo, and general project description in portfolio materials; (f) creating case studies describing the collaboration, challenges, solutions, and results (subject to confidentiality limitations below).

6.2 Confidentiality Protections

Timing of Portfolio Use: Standard Portfolio Rights commences only after Client's public release of the video, unless Client provides explicit written permission for earlier disclosure.

Protected Information: Provider will not disclose in portfolio or marketing materials: (a) internal systems, proprietary processes, or technical infrastructure; (b) trade secrets or confidential business information; (c) strategically sensitive information that could benefit competitors; (d) Client's own clients, customers, or business relationships; (e) pricing, financial data, or budget information; (f) unreleased or confidential projects; (g) any information specifically designated as confidential by Client.

Accurate Representation: Provider agrees to: (a) accurately describe Provider's role and scope of contributions; (b) clearly identify when multiple vendors contributed to a project; (c) present work in context that fairly represents Client's business and brand; (d) maintain professional standards in all marketing materials.

Modification Upon Request: Client may request removal or modification of portfolio materials if such materials misrepresent the project, Client's brand, or contain confidential information. Provider will respond to reasonable requests within 14 business days.

6.3 Professional Conduct Guarantee

Public Professionalism: Provider guarantees that there will be no public negativity expressed about Client or the collaboration through Provider's official company channels, social media, or public forums. All public communications will maintain professional courtesy and respect.

Marketing Limitations: Provider's marketing use shall not: (a) falsely imply an ongoing relationship after services have concluded; (b) suggest endorsement of unrelated Provider services unless Client provides separate written endorsement; (c) associate Client with controversial, reputation-damaging, or inappropriate content; (d) violate applicable laws, regulations, or industry standards; (e) use Client's trademarks in a manner that creates confusion about source or sponsorship.

6.4 Confidential and White-Label Projects

Opt-Out for Sensitive Projects: Client may request and pay for confidential treatment or white-label anonymity by providing written notice. For such projects, Provider agrees to: (a) not use the work in public-facing portfolio materials; (b) not publicly acknowledge the business relationship; (c) not disclose Client's identity or project details in marketing; (d) maintain complete confidentiality regarding the engagement.

White-Label Partnerships: For videographers and agencies engaging Provider for white-label services, Provider will maintain complete confidentiality regarding Provider's involvement and will not contact end clients directly or disclose Provider's role without Reseller's explicit written permission. See Section 12 for complete white-label service provisions.

7. ARTIFICIAL INTELLIGENCE USAGE AND AUTHENTIC MEDIA GUARANTEE

7.1 Authentic Media Commitment

Default Practice - No 100% Generative AI: By default, Provider avoids 100% generative artificial intelligence completely in all creative work. This is our Authentic Media Guarantee. Nothing will be completely generated from scratch by a computer. All creative content originates from real footage, real people, real performances, and real creative decisions made by human professionals.

Real People, Real Places: All testimonials, interviews, and documentary-style content feature real individuals providing their authentic perspectives. No 100% synthetic humans, 100% AI-generated voices, or fabricated testimonials are used in Provider's standard workflow. People, products, and services are represented as they truly are.

7.2 AI-Assisted Tools for Technical Enhancement

Permitted AI-Assisted Use: While Provider avoids 100% generative AI, AI-powered tools are used throughout our workflow for technical enhancement and efficiency. These tools augment human creativity but do not replace human creative judgment:

  • Transcription: AI tools help transcribe footage and dialogue for editing precision

  • Audio Restoration: AI-assisted audio cleanup, noise removal, and sound isolation improve audio quality

  • Visual Enhancement: AI-assisted color correction, stabilization, lighting, masking and region isolation to refine visual quality and composition.

  • Video Restoration: AI tools help restore and enhance archival or degraded footage

  • Subtitle Generation: AI-assisted captioning and subtitle timing improve accessibility

Critical Distinction: These AI tools enhance original source material. They do not create new content from scratch. Everything is augmented from an original source—real footage captured by real cameras of real events and real people.

7.3 Ethical AI Standards

Intent Preservation: Provider is responsible for ensuring that AI-assisted enhancements do not change the "intent" of any clip. Technical improvements will not alter what was actually said, what actually occurred, or the authentic meaning conveyed by subjects.

Honesty and Accuracy: Provider commits that all AI usage will be ethical, honest, and not misleading compared to the original source footage. We will not use AI to fabricate statements, manipulate testimonials, create deceptive representations, or fundamentally alter the truth of what was captured.

Human Creative Control: All creative decisions, narrative direction, storytelling choices, and final content remain under human control and review. AI assists; humans decide.

7.4 AI-Generated Content with Client Approval

Exception for Explicit Client Request: In rare circumstances where AI-generated content (defined as content where AI systems create substantial portions of final output with minimal human creative intervention) is proposed for use in a project, Provider will: (a) notify Client in writing prior to implementation; (b) clearly disclose the extent and nature of AI generation; (c) obtain Client's explicit written approval before proceeding; (d) include appropriate disclosures in published materials as required by applicable law and platform policies.

Examples of AI-Generated Content Requiring Disclosure: AI-generated spokesperson videos, fully synthetic scenes or characters, AI-composed music as primary score, AI-written scripts used without substantial human revision, deepfakes or synthetic voice cloning of real individuals.

7.5 Platform Compliance and Legal Requirements

Regulatory Compliance: Provider will comply with all applicable AI transparency requirements including YouTube's disclosure requirements for realistic AI-generated content, Meta's labeling requirements for digitally altered media, TikTok's disclosure obligations for synthetic content, and evolving regulatory requirements at federal and state levels including California's AI Transparency Act.

8. LIMITATION OF LIABILITY AND WARRANTIES

8.1 Limitation of Liability

MAXIMUM LIABILITY CAP: TO THE MAXIMUM EXTENT PERMITTED BY OREGON LAW, A VIDEO MAKER LLC'S TOTAL LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

WAIVER OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Exceptions to Limitations

Excluded Claims: The limitations set forth in Section 8.1 do not apply to: (a) Provider's intentional misconduct or fraud; (b) Provider's gross negligence or reckless conduct; (c) Provider's breach of confidentiality obligations under this Agreement; (d) Provider's indemnification obligations under Section 8.4; (e) claims for violations of applicable law that cannot be limited by contract.

8.3 Service Warranties

Provider Warranties: Provider warrants that: (a) services will be performed with professional skill, care, and diligence consistent with industry standards; (b) Final Deliverables will be Provider's original work and will not infringe third-party intellectual property rights, except for Client-provided materials and properly licensed third-party content; (c) Provider has the authority and rights necessary to enter into and perform this Agreement; (d) Final Deliverables will conform to specifications agreed upon in the Quote or Statement of Work.

Client Warranties: Client warrants that: (a) Client has authority to enter into this Agreement; (b) all materials provided by Client do not infringe third-party rights; (c) Client has obtained all necessary permissions, releases, and licenses for Client-provided content; (d) information provided to Provider is accurate and complete.

DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8.3, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8.4 Mutual Indemnification

Provider Indemnification: Provider shall indemnify, defend, and hold harmless Client from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Provider's breach of the warranties in Section 8.3; (b) infringement of third-party intellectual property rights by Provider's original work (excluding Client-provided materials and properly licensed content); (c) Provider's gross negligence or willful misconduct; (d) Provider's breach of confidentiality obligations.

Client Indemnification: Client shall indemnify, defend, and hold harmless Provider from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Client-provided materials or content; (b) Client's use of deliverables outside the scope of licensed rights; (c) Client's breach of warranties in Section 8.3; (d) Client's failure to obtain necessary permissions or releases for use of deliverables.

8.5 Force Majeure

Excused Performance: Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to: acts of God, war, terrorism, strikes, labor disputes, embargoes, government orders, pandemics or epidemics, natural disasters, fire, flood, earthquake, equipment or system failure, internet service provider failures, or other unforeseeable circumstances. If a force majeure event continues for more than thirty (30) days, either party may terminate this Agreement without liability beyond payment for work completed to date.

8.6 Insurance

Professional Coverage: Provider maintains professional liability insurance (errors and omissions) and commercial general liability insurance in amounts consistent with industry standards. Certificates of insurance may be provided upon reasonable request. Client acknowledges that the limitation of liability provisions in this Agreement reflect a reasonable allocation of risk given available insurance coverage and project economics.

9. TERMINATION AND CANCELLATION

9.1 Termination by Client

Project-Based Work: Client may terminate this Agreement at any time by providing written notice to Provider. Upon termination, Client shall pay: (a) 100% of fees for completed deliverables; (b) fees for work in progress pro-rated based on percentage of completion; (c) any non-refundable expenses already incurred on Client's behalf.

Retainers and Subscriptions: For retainer or subscription agreements, termination terms shall be as specified in the applicable retainer or subscription agreement. Generally, fees paid for pre-purchased services are non-refundable but may be used for services delivered prior to termination according to the terms of the specific agreement.

9.2 Termination by Provider

Provider's Right to Terminate: Provider may terminate this Agreement upon written notice if: (a) Client fails to provide necessary materials, information, or feedback within thirty (30) days of request; (b) Client materially breaches this Agreement and fails to cure within fourteen (14) days of written notice; (c) the working relationship becomes untenable due to Client conduct; (d) Provider reasonably determines that completion of the project would require Provider to violate applicable law or professional ethics.

9.3 Effects of Termination

Upon Termination: (a) Provider shall deliver all completed deliverables and work in progress in its current state; (b) Client shall pay all amounts due for services rendered through the termination date; (c) neither party shall have further obligations except those that expressly survive termination; (d) provisions regarding confidentiality, intellectual property, limitation of liability, and dispute resolution shall survive termination.

10. CONFIDENTIALITY

Definition: "Confidential Information" means any proprietary or confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, including but not limited to: business strategies, financial information, technical processes, client lists, trade secrets, project details, and any information marked as confidential or that reasonably should be considered confidential given the nature of the information and circumstances of disclosure.

Obligations: Receiving Party agrees to: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information only for purposes of performing this Agreement; (c) not disclose Confidential Information to third parties without Disclosing Party's prior written consent; (d) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

Exceptions: Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in Receiving Party's possession before disclosure; (c) is rightfully received from a third party without confidentiality obligations; (d) is independently developed by Receiving Party without reference to Confidential Information; (e) must be disclosed pursuant to law or court order, provided Receiving Party gives prompt notice to Disclosing Party.

Reverse Confidentiality: Client shall keep confidential Provider's methodologies, proprietary workflows, technical processes, and trade secrets used to deliver services under this Agreement. Client shall not replicate, reverse engineer, or disclose Provider's proprietary methods to third parties.

Duration: Confidentiality obligations shall remain in effect for three (3) years following termination of this Agreement, except that obligations regarding trade secrets shall continue for as long as the information qualifies as a trade secret under applicable law.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law

Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles. The parties expressly exclude application of the United Nations Convention on Contracts for the International Sale of Goods.

11.2 Venue

Exclusive Jurisdiction: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Lane County, Oregon. The parties irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection to jurisdiction or venue.

11.3 Mandatory Mediation

Pre-Litigation Mediation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), the parties agree to first attempt in good faith to resolve the Dispute through mediation. Either party may initiate mediation by providing written notice to the other party. Mediation shall be administered by Resolution Oregon Network or a similar mediation service in Lane County, Oregon, in accordance with its mediation rules. The parties shall share mediation costs equally. Each party shall bear its own attorneys' fees during mediation. If the Dispute is not resolved within sixty (60) days after initiation of mediation, either party may pursue other remedies available under this Agreement or applicable law.

11.4 Attorneys' Fees

Prevailing Party: In any action, proceeding, or arbitration to enforce rights under this Agreement or to interpret any provision hereof, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees incurred in connection with such action, proceeding, or arbitration, including any appeal thereof.

12. WHITE-LABEL SERVICES FOR RESELLERS

Application: This section applies when videographers, creative agencies, or other service providers ("Reseller") engage Provider to deliver video production services that Reseller will present to Reseller's own clients ("End Clients") under Reseller's brand.

12.1 Confidential Provider Relationship

Anonymity Commitment: Provider agrees that Provider's identity and involvement in white-label projects shall remain confidential. Provider shall not: (a) contact End Clients directly without Reseller's express written permission for each specific communication; (b) disclose Provider's role in creating deliverables for Reseller's clients; (c) use End Client names, logos, or project details in Provider's own marketing materials without Reseller's written authorization; (d) identify Reseller's clients as Provider's clients in any public forum, portfolio, or marketing materials.

Reseller as Primary Contact: Reseller shall remain the sole point of contact with End Clients for all project communications. All communication regarding scope, feedback, revisions, and deliverables shall flow through Reseller. Provider shall not circumvent Reseller's client relationship.

12.2 Work-For-Hire and Branding

Reseller Ownership: All work created by Provider for white-label projects shall constitute work made for hire under U.S. Copyright Law, with Reseller as the author and copyright owner. To the extent any work does not qualify as work-for-hire, Provider assigns all right, title, and interest in the work to Reseller. Provider waives any right to attribution or credit in deliverables provided to End Clients.

Reseller Branding Rights: Reseller shall have unlimited rights to apply Reseller's own branding, logos, watermarks, and identifying information to all deliverables before delivery to End Clients. Provider has no direct intellectual property relationship with End Clients.

12.3 Non-Solicitation

Protection of Client Relationships: Provider agrees that for the duration of this Agreement and for twelve (12) months following termination: (a) Provider shall not solicit Reseller's End Clients for direct business; (b) Provider shall not accept direct engagements from End Clients who were introduced through this white-label relationship without Reseller's written consent; (c) if an End Client independently contacts Provider without Provider's solicitation, Provider shall promptly notify Reseller and either decline the engagement or negotiate an appropriate referral arrangement with Reseller.

13. GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement, together with any Quotes, Statements of Work, retainer agreements, or subscription agreements executed between the parties, constitutes the entire agreement between Provider and Client concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. This Agreement may not be amended except by a written document signed by authorized representatives of both parties.

13.2 Independent Contractor

Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement creates an employment relationship, partnership, or joint venture between the parties. Provider is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any kind, including but not limited to workers' compensation insurance and unemployment insurance for Provider and Provider's employees or subcontractors.

13.3 Assignment

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void. This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

13.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent, or if such modification is not possible, such provision shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

13.5 Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. A party's failure to enforce any provision of this Agreement shall not constitute a waiver of such party's right to enforce the same or any other provision in the future.

13.6 Notices

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email (with confirmation of receipt); (c) one business day after deposit with a nationally recognized overnight courier service; or (d) three business days after deposit in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices to Provider shall be sent to legal@avideomaker.com. Notices to Client shall be sent to the email address provided in the Quote, Statement of Work, or most recent written communication from Client.

13.7 Headings

The section and subsection headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

13.8 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Paid invoices, Electronic signatures and electronically delivered signatures shall have the same force and effect as original signatures.

13.9 Survival

The following provisions shall survive termination or expiration of this Agreement: intellectual property provisions (Section 5), limitation of liability (Section 8), confidentiality (Section 10), governing law and dispute resolution (Section 11), and any other provisions that by their nature should survive termination.