Legal

Service Agreement

A Video Maker LLC | Oregon Limited Liability Company

Agreement Formation

These Terms of Service ("Terms") become effective upon invoice issuance without written objection within 24 hours. By proceeding with payment or services, Client agrees to these Terms.

Services Provided

What We Do

  • Edit and assemble raw footage into cohesive videos per Client's vision

  • Perform color correction and color grading

  • Edit, mix, and balance audio levels

  • Add text overlays, titles, and lower-thirds

  • Provide soundscaping, motion graphics, animation, visual effects, filters or overlays (when requested)

  • Optimize video formats for specific platforms

  • Provide custom thumbnails for each deliverable (when requested)

  • Provide project files (when requested)

  • Work on maximum 1 active project at a time

  • Provide 2 revision passes not exceeding 1 business day to implement

  • Acknowledge new project requests within 1 business day

  • Provide project-specific turnaround quotes based on scope

What We Don't Do

  • Create original music compositions or sound design

  • Voice-over recording or audio production

  • Video conceptual development

  • Work with corrupted or severely damaged footage

  • Edit content violating platform guidelines

  • Edit content requiring specialized software beyond our current tools

  • Create content infringing copyrights

  • Edit misleading or deceptive content

  • Write scripts or develop creative concepts

  • Manage social media accounts or posting schedules

  • Provide more than 1 business day for revision implementation

  • Maintain backups of client media

Quality Standards

  • Professional-grade editing

  • Consistent color correction throughout videos

  • Balanced audio levels with no distortion within reason

  • Optimized file sizes for intended platforms

  • Error-free final deliverables

  • Adherence to provided brand guidelines

  • Platform-appropriate editing styles and pacing

  • Clear storytelling structure and flow

  • Professional presentation quality

Payment Terms

General Payment Terms

  • Services begin upon first payment

  • Payment due within timeframe specified on invoice

  • Late payments incur 9.0% monthly fee on original value

  • Client reimburses pre-approved expenses

  • Expenses preventing deliverables require 2 business day response time for pre-approval

  • Additional revisions beyond included passes charged at day-rate based on business gross annual income

Recurring Payment Terms

When invoice specifies recurring payments:

  • Payment terms, frequency, and duration as specified on invoice

  • Recurring payments process automatically unless cancelled per invoice terms

  • Failed payments result in service suspension after 3 business days

  • Client responsible for updating payment methods to ensure uninterrupted service

  • Cancellation notice period and procedures as specified on invoice

  • Pro-rating policies for partial periods as specified on invoice

  • All recurring arrangements subject to these Terms of Service

  • Either party may modify recurring terms with written agreement

Intellectual Property Rights

Client Ownership

Client owns all work product upon full payment, including finished products, drafts, notes, materials, mockups, designs, and any materials created as part of the project. This includes all rights, titles, and interests in work product.

Our Portfolio Rights

We retain non-exclusive rights to use work product in portfolios, websites, galleries, and promotional materials for showcase purposes only—not for commercial use or resale.

Background IP

We retain ownership of pre-existing intellectual property (fonts, stock elements, tools, etc.) but grant Client worldwide, royalty-free license to use background IP within Client's products and services. Client cannot sell or license background IP separately.

Client Materials

Client grants us license to use Client's intellectual property as reasonably necessary to perform services.

Legal Representations

Both parties represent they have authority to enter this agreement. We represent that:

  • We own or have rights to all work product delivered

  • Our work complies with applicable laws

  • Work product doesn't infringe third-party rights

  • We have proper rights to background IP used

Client represents that:

  • Materials provided don't infringe third-party rights

  • Client will review work and provide timely feedback

  • Client will be reasonably available for project questions

Contract Terms

Duration & Termination

  • Contract continues until work completion

  • Either party may terminate with 7 days written notice

  • We stop work immediately upon termination notice

  • Client pays for completed work and non-cancellable expenses

  • Sections 2 (Ownership), 3 (Representations), 6 (Confidentiality), 7 (Liability), 8 (Indemnity), and 9 (General) survive termination

Independent Contractor Status

We operate as independent contractors using our own equipment and methods. We're responsible for our own taxes, insurance, and benefits.

Confidentiality

We protect Client confidential information with same care as our own confidential information. We use confidential information only to perform contracted services. Upon contract end, we return or destroy confidential information. Obligations continue after contract termination unless information becomes publicly available through no fault of ours.

Liability & Risk

Neither party is liable for unforeseeable breach-of-contract damages.

Indemnification

  • We indemnify Client against third-party claims arising from our work, contract breaches, or representation breaches

  • Client indemnifies us against third-party claims arising from Client's contract breaches

Force Majeure

Covered Events

Performance obligations suspend during events beyond reasonable control, including:

  • Natural disasters, extreme weather

  • Pandemics, government-mandated restrictions

  • War, terrorism, civil unrest

  • Essential service failures (internet, telecommunications, power outages >24hrs)

  • Cyber attacks materially affecting performance

  • Life-threatening illnesses

  • Critical supplier failures

Process

  • Written notice required within 72 hours of Force Majeure Event

  • Notice must describe event, expected duration, affected obligations, mitigation steps

  • Performance timelines extend by event duration

  • Both parties must use reasonable mitigation efforts

  • Client pays for completed work; no payment for unperformed work due to event

  • Either party may terminate if event continues >30 consecutive days

General Provisions

Assignment

We cannot assign rights without Client's written permission. Client may assign rights without our permission.

Dispute Resolution

Disputes resolved exclusively through American Arbitration Association commercial arbitration.

Modifications

Changes require written agreement signed by both parties.

Notices

Valid notices must be written and delivered via personal delivery, email, or certified mail to addresses specified in contract documents. Email notices considered received upon acknowledgment.

Governing Law

Oregon state law governs this agreement without regard to conflict of law principles.

Severability

If any provision is unenforceable, it will be modified minimally to become enforceable, or removed if modification isn't legally permitted. Remainder of contract remains enforceable.

Entire Agreement

These Terms represent the complete understanding between parties and supersede all previous agreements.

Contact Information: A Video Maker LLC | contact@avideomaker.com

Last Updated: Sept. 12th, 2025

By proceeding with services or payment, Client acknowledges reading, understanding, and agreeing to these Terms of Service.