1. You agree to the terms and conditions. By submitting a video production project request or accepting a proposal from SEO Services Expert Inc. (“SEO Services Expert”), you agree to be bound by these terms and conditions for good and valuable consideration that you acknowledge is sufficient for this agreement.
2. Cooperation: You agree to cooperate with SEO Services Expert to help secure releases for locations, music, appearance or any other releases required for the filming of the video content (the “Video”), as determined by SEO Services Expert. You agree that SEO Services Expert may reference your company name as a customer in press releases, business communications and on our website to promote this service.
3. You may provide your own content. If we agree to receive and you submit content to include in the Video (the “Materials”), you represent and warrant to have all necessary authority, rights and permissions to submit and use the Materials; and also that use of the Materials in the Video will not infringe or misappropriate anyone’s copyright, trademark, patent, or any other intellectual property right and will not violate any other rights, such as the contractual, privacy or publicity rights of a third party. SEO Services Expert is not required to return the Materials to you.
4. You can preview and edit our work. Once your video is ready to preview, SEO Services Expert will e-mail you a link to an online screening room. Using the screening room, you will have the ability to preview your Video and request edits. Video edit requests will be limited to one or more of the following, depending on the type of video purchased: lower third corrections (name/title changes), add/remove/replace still images, the re-ordering of existing material in the Video, remove sound bites, and audio level adjustment. Edit requests will not include requests to shoot additional footage. All other edit requests may incur an additional fee which will be disclosed to you prior to making such edits. Preview notification e-mails will specify how many days you will have to submit edit requests. If you do not make any edit requests within such time period the Video will be deemed complete. If you do make edit requests through the screening room, SEO Services Expert will use commercially reasonable efforts to make such edits.
5. Ownership rights. All rights, title and interest, including all copyrights, intellectual and other proprietary rights, in and to each Video as well all raw footage shot by SEO Services Expert, including, without limitation, tapes, out-takes, “b-roll”, location shots and clips (the “Raw Footage”), will be the property of SEO Services Expert, except if you have chosen the Full Owner option. SEO Services Expert or SEO Services Expert’s third party licensors retain all rights of ownership and copyright and any related rights to any music, musical composition, sound recording, arrangement, reproduction, sound transmission, broadcast, dissemination, performance and moral rights for the music used in any Video whether it is an original musical composition created by SEO Services Expert or is licensed by SEO Services Expert from a third party.
6. Cancellation. Your initial deposit is non-refundable. Cancellation of a video project will not result in a refund of any fees, deposits, or other payments made on that project. Payments made against a cancelled project may be applied to another project if that project is identified and ordered within 30 days of the date of cancellation.
7. Structured projects. The video project you are licensing has been specially constructed for you by your SEO Services Expert Authorized Reseller. Any deviations from the script/structure provided during the pre-shoot phase of your project are subject to additional fees. SEO Services Expert reserves the sole right to refuse any deviations from the script/structure provided.
Non – Exclusive License
8. Default License. Unless you have chosen an Exclusive One-Year/Renewable Term video license or the Full Owner option that has not terminated you are granted a revocable, worldwide Non-Exclusive License to copy, distribute, transmit and stream the Video created and provided by SEO Services Expert.
9. Non-Exclusive License. Subject to your compliance with the terms and conditions of this Agreement, you are hereby granted a revocable, non-exclusive, worldwide license to copy, distribute, transmit and stream the Video as provided by SEO Services Expert. You may use the Video as you choose, so long as SEO Services Expert has not revoked your Non-Exclusive License and so long as you agree not to alter, assign, or resell the Video; or distribute, transmit, stream or otherwise display the Video on any website that is offensive, illegal, promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous or displays pornography of any kind.
10. Our limited usage rights. You grant to SEO Services Expert the royalty-free right and license to use the Raw Footage, Video and Materials. SEO Services Expert will not distribute, transmit, stream or otherwise portray your name, likeness or image through any medium that is illegal, or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous or displays pornography of any kind.
11. Exclusive one-year renewable license. If you have chosen the exclusive license option, you are granted worldwide exclusive use and control (the “Exclusive License”) for a term of one year which is renewable (the “Term”), to copy, distribute, transmit and stream the Video as provided by SEO Services Expert subject to the conditions of this agreement.
12. You agree to the license rights. You may use the Video as you choose, so long as SEO Services Expert has not revoked your Non-Exclusive or Exclusive License and so long as you agree not to alter, assign, or resell the Video; or distribute, transmit, stream or otherwise display the Video on any website that is offensive, illegal, promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous or displays pornography of any kind.
13. We cannot use the Video during the Term. SEO Services Expert will not use the Video and/or any interviews, copyrights, logos or trademarks for any purpose without your express written consent during the Term. SEO Services Expert will not post the Video on a third party Web site without your written consent. If your Exclusive License is not renewed or it expires, you will continue to have non-exclusive use of the Video.
14. How a license or full owner option can be revoked. SEO Services Expert reserves the right to revoke your license or your full owner option in the event:
(a) SEO Services Expert does not receive full payment;
(b) The Video under license is altered or modified without the prior written consent of SEO Services Expert;
(c) The Video under license is used improperly by being distributed, transmitted, streamed or otherwise displayed on any Web site that is illegal, offensive, promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous or displays pornography of any kind;
(d) The Material infringes upon a third party’s intellectual property, including copyrights, trademarks or patents; or
(e) This agreement is breached.
15. Full Owner Option. All rights, title and ownership in the Video and related clips and b-roll are transferred or assigned to you upon completion of the sale. The copyright in the Video is assigned to you subject to SEO Services Expert’s third party licensors retaining all rights of ownership and copyright and any related rights to any music, musical composition, sound recording, arrangement, reproduction, sound transmission, broadcast, dissemination, performance and moral rights for the music used in any Video whether it is an original musical composition created by SEO Services Expert or is licensed by SEO Services Expert from a third party. We waive our moral rights in the Video. After the Video is transferred to you, we will retain no copies of your Video or the Material you provided and will be unable to provide a backup copy, should you need one. You possess the Video and all materials and images you provided, for your use as you see fit.
16. Commitment on non-infringement. SEO Services Expert represents and warrants that, subject to your obligations to obtain the necessary releases, the Videos provided to you by SEO Services Expert will not infringe the copyright, trademark or patent of any third party. SEO Services Expert makes no representation or warranty of non-infringement with regard to any mark, copyright, logo or other element of your business or the Material provided by you. SEO Services Expert does not make and disclaims any express or implied warranty with respect to the Videos, and expressly disclaims the warranties of merchantability and fitness for any purpose.
17. You can’t hire our current or former employees, contractors or agents. You agree that during the term of this agreement and thereafter, unless expressly authorized by SEO Services Expert, you will not engage any employee, contractor, sub-contractor or agent of SEO Services Expert outside of their original relationship with SEO Services Expert, nor will you engage any former employee, contractor, sub-contractor or agent for a period of 6 months following the termination of that person’s employment or contract with SEO Services Expert. You understand these relationships are of value to SEO Services Expert, and that SEO Services Expert has expended considerable time, effort and resources into recruiting and developing high-quality staff and contractors.
18. Indemnity. You indemnify, defend and hold harmless SEO Services Expert, and SEO Services Expert’s affiliates, officers, directors, employees and agents, from and against all third party claims, suits, proceedings, liabilities and costs (including reasonable attorneys’ fees) to the extent arising from or based upon (a) your gross negligence or willful misconduct; (b) your breach of Clause 12 above; (c) any claim that any mark, copyright, trademark, logo or other element of your business or any Material provided by you violates the trademark, patent, copyright or other rights of any third party; (d) your use of the Video that is in breach of these terms; (e) except if you are the full owner of the Video, any edit, change or other alteration made to the Video as delivered by SEO Services Expert; (f) any claim that a Video contains false or misleading statements; (g) any claim related to the Video after you take ownership of the Video; and (h) any claim that the Video or any part thereof violates any relevant advertising rules or regulations.
19. Limits to our liability. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL SEO Services Expert OR ITS AFFILIATES OR AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN ANY WAY CONNECTED WITH ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT. ADDITIONALLY, IN NO EVENT SHALL SEO Services Expert’S AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED THE ACTUAL AMOUNTS PAID UNDER THIS AGREEMENT.
20. This document is just one of several agreements. This document consists of the licensing component of the contract between the parties that includes a Channel Partner Agreement, Creative Brief and Production Release. The contractual provisions in this document will inure to the benefit of, and be binding upon, you and SEO Services Expert and our respective successors and assigns.
21. Other small print. No changes to this are valid unless made in writing and signed by all parties. This agreement will be construed and governed by the laws of the jurisdiction as determined by SEO Services Expert. Each party is an independent contractor and not an agent or partner of, or joint venturer with, the other party for any purpose, and this agreement does not give one party any right, power, or authority to act or create any obligation on behalf of the other party. This agreement is not transferrable and may not be assigned except, with prior notice, to a person with whom SEO Services Expert has merged or sold all or substantially all of its assets. SEO Services Expert will not be liable or deemed in default for any delay or failure in performance of this agreement resulting from any cause beyond its control, but only for so long as its performance is prevented by such acts or events. This agreement is severable, and if any portion of it is held invalid for any reason, the remainder is not invalidated, but shall remain in full force and effect.
22. Any notice must be in writing. All notices, requests and demands, and other communications will be in writing and will be deemed to have been duly given if personally delivered or when received if mailed, by courier, overnight delivery services or certified or registered mail, postage pre-paid, to SEO Services Expert at this address: SEO Services Expert Inc., 401 East Jackson Street Ste. 2340, Tampa, Florida 33602.