Service Agreement

This Service Agreement ("Agreement") is entered into as of the date of project request submission or invoice acceptance ("Effective Date") by and between the service provider identified in the invoice or project request response ("Provider"), and the individual or entity submitting the project request or to whom the invoice is addressed ("Client"). Together, the Provider and Client may be referred to as the "Parties" or individually as a "Party."

1. Acceptance of Terms and Project Requests

1.1. Request and Acceptance Process

(a) Submission of any project request form or similar communication does not guarantee acceptance of the project. The Provider reserves the right, at their sole discretion, to decline any service request, regardless of any active subscription or prior relationship, if the request falls outside the scope of the Provider's current capacity, skillset, available software, or schedule. (b) Only upon explicit written acceptance of a project request by the Provider shall any obligations under this Agreement commence with respect to that specific project. (c) By submitting a project request to the Provider, allowing the Provider to commence work, or by making any payment to the Provider, Client affirms their understanding, acceptance, and legally binding agreement to all terms, conditions, and obligations contained herein, without modification, reservation, or condition.

1.2. Email Communication

Client acknowledges that project request confirmations, invoices, and all related communications will be sent to the email address provided by Client. Client is responsible for ensuring the accuracy of their contact information and for regularly monitoring the email account provided. Provider shall not be liable for any failures in communication resulting from incorrect email addresses, technical issues with Client's email service, or Client's failure to monitor their email account.

2. Scope of Work

2.1. Services Defined

The services provided under this Agreement (the "Services") shall be specifically defined in the project request acceptance communication or invoice submitted to the Client. The Services shall be limited strictly to those items expressly identified in such documentation.

2.2. Change Orders

Any modifications, additions, or alterations to the approved scope of work shall require written confirmation from both Parties and may result in additional fees and extended timelines. The Provider reserves the right to decline any change request that falls outside its capabilities or availability.

3. Project Turnaround

3.1. Estimated Timeframes

Standard turnaround for video editing is approximately one (1) business day per minute of final video content, subject to variation depending on project complexity, current workload, and other client commitments.

3.2. No Guaranteed Timelines

Due to the variable nature of creative work and the technical/mechanical tools required, specific turnaround times are expressly not guaranteed. The Provider agrees to maintain reasonable communication regarding project status and make good faith efforts to meet estimated timeframes.

3.3. Client Delays

Any delay caused by the Client's failure to provide required materials, feedback, or approvals in a timely manner shall automatically extend all project timelines accordingly and may result in rescheduling of the project at the Provider's discretion. The Provider shall not be liable for any consequential damages resulting from such delays.

4. Payment Terms

4.1. Invoicing

(a) Invoices are issued on the terms specified within the invoice itself. (b) All payments shall be made in the currency specified on the invoice via the Provider's designated payment methods.

4.2. Late Payment

(a) Any invoice not paid in full within one (1) day after the due date will incur an initial late fee of nine percent (9%) of the original invoice amount. (b) An additional nine percent (9%) late fee shall accrue for each 30-day period thereafter until payment is received in full. (c) The Provider reserves the right to suspend all work on Client projects while any invoice remains past due. (d) Client shall be responsible for all costs of collection, including reasonable attorney's fees.

4.3. Expenses

The Provider is responsible for its ordinary business expenses. Any extraordinary expenses specifically requested by the Client or necessary for the completion of the project (including but not limited to stock footage, music licenses, specialized software, or hardware requirements) shall be pre-approved by the Client and billed separately.

4.4. Taxes

All fees are exclusive of any applicable sales, use, value-added, or similar taxes, which shall be the Client's sole responsibility.

4.5. Revisions

(a) Clients are granted revision cycles as specified in the invoice. Additional revisions beyond those included may incur additional fees as specified in the invoice or current rate sheet. (b) Clients must provide comprehensive feedback within three (3) business days per revision cycle. If feedback is not received within that specified window, the project version shall be deemed approved in its entirety. (c) The Provider reserves the right to limit or decline revision requests that substantially alter the original project scope or that require unreasonable effort to implement.

5. Term and Termination

5.1. Term

This Agreement shall commence on the Effective Date and continue until the Services are completed and final payment is received, unless earlier terminated in accordance with this Section.

5.2. Termination

(a) Either Party may terminate this Agreement upon written notice to the other Party. (b) The Provider shall be entitled to payment for all work completed up to the termination date, pro-rated from value of services on the invoice. (c) Release of claims by either Party shall apply solely to the final invoiced payment and shall not affect any other rights or obligations under this Agreement.

5.3. Early Termination by Client

Early termination by the Client during an active project will result in: (i) Client shall be billed at the Provider's standard rate for all work completed up to the termination date, with a minimum charge of 25% of the value of the invoice; and (ii) Client shall compensate the Provider for any non-cancellable commitments made in furtherance of the project.

5.4. Termination for Cause

(a) Either Party may terminate this Agreement immediately upon written notice if the other Party: (i) Commits a material breach of this Agreement and fails to cure such breach within ten (10) business days after receiving written notice thereof; (ii) Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (iii) Violates any applicable law in connection with the performance of this Agreement. (b) Termination under this subsection shall not relieve the Client of its obligation to pay for Services rendered prior to the effective date of termination.

5.5. Survival

Sections 4 (Payment Terms), 7 (Intellectual Property & Confidentiality), 8 (Liability & Indemnification), 10 (Non-Solicitation), 13 (Governing Law & Dispute Resolution), and any other provision which by its nature should survive termination shall survive the termination of this Agreement.

6. Client Responsibilities and Cooperation

6.1. Required Materials

Client agrees to timely provide all assets, information, access, and authorizations necessary for the Provider to perform the Services, including but not limited to raw footage, graphics, music files, logos, brand guidelines, and creative direction.

6.2. Material Delivery Deadline

If required materials are not received by the agreed-upon start date, the project timeline will be extended accordingly, and the Provider reserves the right to reschedule the project based on current availability.

6.3. Quality of Materials

Client warrants that all materials provided will be of sufficient quality and in appropriate formats as specified by the Provider. The Provider shall not be responsible for any deficiencies in the final deliverables attributable to poor quality source materials.

6.4. Client Availability

Client agrees to make itself reasonably available during business hours to provide feedback, approvals, or clarifications as needed throughout the project. Failure to respond within the timeframes specified in Section 4.5 may result in project delays or deemed approval of the current version.

6.5. Scope Limitations

Client cooperation is subject to reasonable availability and expressly excludes unrelated tasks, unscoped work, or requests that fall outside the agreed Services. The Provider reserves the right to decline any request that exceeds the scope of this Agreement.

7. Intellectual Property and Confidentiality

7.1. Provider Ownership

(a) The Provider retains exclusive ownership of all pre-existing tools, methods, processes, templates, software, algorithms, techniques, trade secrets, know-how, and creative assets not specifically created for the Client under this Agreement. (b) The Provider also retains ownership of all drafts, works-in-progress, and unused concepts created during the project. (c) Nothing in this Agreement shall be construed as granting the Client any rights to the Provider's proprietary techniques, workflows, or methodologies.

7.2. Work for Hire

(a) Subject to full payment of all fees and expenses, deliverables specifically created under this Agreement shall be considered "works made for hire" to the extent permitted by law, and the intellectual property rights to such specific deliverables shall be assigned to the Client upon receipt of final payment. (b) This assignment expressly does not apply to: (i) General knowledge, techniques, workflows, templates, reusable code, or materials created or acquired by the Provider outside the scope of the Agreement; (ii) Any third-party elements incorporated into the deliverables, which shall remain subject to their respective licenses; (iii) Any Provider materials adapted or modified for the deliverables; or (iv) Any rights not specifically transferred in writing.

7.3. Portfolio and Credit

(a) The Provider retains the perpetual, irrevocable right to use finished projects in its portfolio, showreel, website, social media accounts, or other promotional materials. (b) Unless explicitly agreed otherwise in writing, the Provider reserves the right to place its name, logo, or credit line on all deliverables and to publicize its role in creating the work. (c) Client grants the Provider a limited license to use Client's name and logo solely for these portfolio and credit purposes.

7.4. Proprietary Materials

(a) All files and property belonging to the Client must be returned upon written request following project completion and full payment of all outstanding invoices. (b) The Client expressly warrants that it holds all necessary rights, licenses, and permissions to any materials submitted for inclusion in the final product, including but not limited to music, video footage, photographs, graphics, trademarks, and images. (c) The Provider is not liable for the expiration, revocation, or inadequacy of third-party licenses obtained by the Client. (d) Client shall indemnify and hold harmless the Provider from any claims arising from materials provided.

7.5. Footage & Hard Drive Failures

(a) The Provider shall not be held liable for any footage or data lost due to hard drive failure, technical malfunction, or data corruption on the part of the Provider, the Client, or any third party. (b) It is the Client's sole responsibility to maintain multiple backups of all original footage and materials provided to the Provider. (c) In the event a technical failure results in the destruction of an editing timeline or work-in-progress, the Provider is not liable for loss or re-creation of work already completed. (d) The Provider may, at its sole discretion, maintain backups of project files for a limited period but makes no guarantee regarding the availability or integrity of such backups.

7.6. Confidentiality

(a) Each Party shall maintain the confidentiality of all non-public information disclosed by the other Party and designated as confidential. (b) Neither Party shall use or disclose such confidential information except as necessary to perform under this Agreement. (c) This obligation shall survive termination of this Agreement for a period of two (2) years. (d) Confidential information does not include information that: (i) Is or becomes publicly available through no fault of the receiving Party; (ii) Was known to the receiving Party prior to disclosure; (iii) Is independently developed by the receiving Party without use of the confidential information; or (iv) Is required to be disclosed by law or legal process.

8. Liability and Indemnification

8.1. Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE PROVIDER BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) IN NO EVENT SHALL THE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE PROVIDER PURSUANT TO THIS AGREEMENT. (c) THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE CLIENT'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

8.2. Indemnification

(a) The Client agrees to defend, indemnify, and hold harmless the Provider and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that arise out of or result from: (i) Content, materials, or instructions provided by the Client; (ii) Client's breach of any representation, warranty, covenant, or obligation under this Agreement; (iii) Any claim that Client materials infringe upon, misappropriate, or violate any intellectual property right or other right of any third party; (iv) Any use or distribution of the deliverables by the Client in a manner not authorized under this Agreement; or (v) The Client's negligent or willful misconduct. (b) The Provider shall promptly notify the Client of any such claim and cooperate with the Client in the defense thereof. The Provider reserves the right to participate in the defense at its own expense.

8.3. Time Limitation on Claims

Any legal action arising under this Agreement must be initiated within one (1) year after the cause of action arises.

9. Independent Contractor Status

9.1. The Parties agree that the Provider is an independent contractor providing services to the Client.

9.2. Nothing in this Agreement shall be interpreted as creating an employment, partnership, joint venture, agency, or fiduciary relationship between the Parties.

9.3. The Provider shall be solely responsible for all employment-related taxes, insurance premiums, and benefits for itself and its employees or contractors.

9.4. Neither Party shall have authority to enter into contracts or make commitments on behalf of the other.

10. Non-Solicitation

10.1. During the term of this Agreement and for a period of twelve (12) months thereafter, the Client agrees not to directly or indirectly solicit, hire, retain, or encourage to leave the Provider's service any contractor, employee, or representative of the Provider without the Provider's prior written consent.

10.2. In the event of a breach of this provision, the Client acknowledges that monetary damages may be insufficient and agrees that the Provider shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

10.3. The Client further agrees to pay liquidated damages equal to fifty percent (50%) of the annual compensation of any Provider personnel hired or retained in violation of this section, which the Parties agree represents a reasonable estimate of the Provider's damages and not a penalty.

11. Subcontractors

11.1. The Provider may, in its sole discretion, engage subcontractors to perform portions of the Services, provided that the Provider shall remain primarily responsible for all deliverables.

11.2. The Client has no obligation to such subcontractors and shall direct all communications regarding the Services to the Provider.

11.3. The Provider shall ensure that all subcontractors are bound by confidentiality obligations no less protective than those contained in this Agreement.

12. Force Majeure

12.1. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: (a) Acts of God; (b) Flood, fire, earthquake, epidemic, pandemic, or explosion; (c) War, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; (d) Government order, law, or actions; (e) Embargoes or blockades in effect on or after the date of this Agreement; (f) National or regional emergency; (g) Strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) Shortage of adequate power or transportation facilities; (i) Technological failures or outages, including internet service disruptions; (j) Health-related issues affecting key personnel; (k) Death or serious illness of key personnel without whom the Services cannot reasonably be performed.

12.2. The affected Party shall give notice within five (5) days of the Force Majeure event to the other Party, stating the period of time the occurrence is expected to continue.

12.3. The affected Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure event are minimized and shall resume performance of its obligations as soon as reasonably practicable.

12.4. If the Force Majeure event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice to the other Party without liability or penalty.

13. Governing Law and Dispute Resolution

13.1. Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of the state of Oregon without giving effect to any choice or conflict of law provision or rule.

13.2. Exclusive Jurisdiction

Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the state of Oregon in Lane County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13.3. Mandatory Arbitration

(a) Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. (b) The arbitration shall be conducted in Lane County, Oregon by a single arbitrator selected in accordance with the AAA rules. (c) The arbitrator's award shall be final and binding, and judgment may be entered thereon in any court having jurisdiction. (d) Each Party shall bear its own costs and expenses (including attorney's fees) in connection with the arbitration, except that the prevailing Party, as determined by the arbitrator, shall be entitled to recover its reasonable attorney's fees and costs. (e) Nothing in this Section shall prevent either Party from seeking injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of the dispute through arbitration.

13.4. Class Action Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

14. Miscellaneous

14.1. Entire Agreement

This Agreement, together with the project request acceptance, invoice and any exhibits or attachments specifically referenced herein, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

14.2. Amendments

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

14.3. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible.

14.4. Assignment

Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party; provided that the Provider may assign this Agreement to any successor to all or substantially all of its business or assets. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

14.5. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.

14.6. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) When delivered by hand (with written confirmation of receipt); (b) When received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) On the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) On the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth in the invoice or project request or as otherwise specified in writing.

14.7. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Electronic signatures or acceptance through electronic means shall be deemed to have the same legal effect as handwritten signatures.

14.8. Interpretation

For purposes of this Agreement: (a) The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) The word "or" is not exclusive; (c) The words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) Words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) Words denoting any gender include all genders.

14.9. Headings

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

14.10. No Waiver

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.

14.11. Electronic Signature

The parties agree that this Agreement may be electronically signed. The parties agree that electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

14.12. Publicity

The Provider shall have the right to publicly announce the existence of this Agreement without approval from the Client.

14.13. Authority

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement.

By submitting a project request to the Provider, making any payment to the Provider, allowing the Provider to commence work, or by not objecting to the project request acceptance or invoice and attached Agreement within twenty-four (24) hours of receipt, the Client acknowledges that they have read and understood all of the terms and conditions contained in this Agreement and agree to be legally bound by them.