TERMS AND CONDITIONS

TERMS & CONDITIONS

  1. The Company agrees to provide the Client with the work products, services, and project deliverables (the “Deliverables”) set out in the Scope of Work (SoW) Document attached to this Agreement. The Client agrees to pay the Company for the Deliverables on the basis of the estimated costs (the “Estimated Costs”) set out in SoW, which may be updated from time to time by written agreement of the parties.
  2. The Company reserves the right to include at the end of every video created, a video logo representing FULL ARMOR Media Group.
  3. All final products remain the sole property of FULL ARMOR MEDIA GROUP, LLC until final payment has been received. At which time all access to the video will be given to the client. This includes access to it on YouTube and/or Vimeo or other video hosting sites. The Company reserves the right to pull any video should the Client fail to make any of the subsequent payments.
  4. ORIGINAL WORK: The Company represents that the Materials provided to the Client by the Company shall not (except for material in the public domain or provided by the Client), to the best of the Company’s knowledge, infringe upon or violate any copyright or proprietary right nor does it constitute libel or slander or invade the right to privacy against any third party.
  5. ORIGINAL WORK: The Client represents that the Client’s Contributions shall not (except for material in the public domain), to the best of the Client’s knowledge, infringe upon or violate any copyright or proprietary right nor does it constitute libel or slander or invade the right to privacy against any third party. 
  6. The Company reserves the right to assign outside contractors in the creation of the video project, including crew, and editors. 
  7. The parties agree that the Company is acting as an independent contractor, and nothing in this Agreement or otherwise shall create any express or implied employment contract, joint venture relationship, partnership, or any other relationship between the parties other than a freelance service provider and independent contractor relationship.
  8. The Company shall provide the Deliverables to the Client on a non-exclusive basis, and shall be free to provide its services to third parties during the term of this Agreement, provided that the Company shall not provide such services in a way that is inconsistent with any of the provisions of this Agreement. 
  9. No guarantees are made by the Company to the Client as to the salability, profitability, or marketability of the Materials. The Client accepts the Materials and all work and services provided by the Company, without any guarantees as to the salability, profitability, or marketability of the Materials. 
  10. NON-ASSIGNMENT: If any dispute arises between the parties, including a dispute relating to the Client’s use of the License, such dispute will be referred to a single arbitrator, chosen and agreed to by the parties. If, within 15 days of a party being notified of a dispute, the parties do not agree upon a single arbitrator, then the parties may apply to the [Supreme Court of British Columbia] for the appointment of an arbitrator. Each party will pay its own costs of attending the reference. The costs of the arbitrator and the award will be in the discretion of the arbitrator, who may direct to and by whom and in what manner those costs or any part of those costs be paid, and may tax or settle the amount of costs to be paid or any part of those costs, and may award costs to be paid as between solicitor and client. 
  11. FORCE MAJEURE: If either party shall be prevented or delayed from performing any of the obligations on its part to be performed hereunder by reason of force majeure (which specifically excludes lack of funds), that is to say, by reason of Act of God, strike, threat of imminent strike, fire, flood, war, insurrection or riot, mob violence or requirement or regulation of government which cannot be overcome by reasonable and lawful means and the use of the facilities normally employed in performing such obligation, then and in any such event, and so often as the same shall occur, any such failure to perform shall not be deemed a breach of this Agreement and the performance of any such obligation shall be suspended during the period of disability, subject to the rights of the parties to terminate this Agreement as provided in section 5.1. The parties agree to use all due diligence to remove such causes of disability as may occur from time to time. 
  12. ENUREMENT: This Agreement and each of the terms and provisions hereof shall ensure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns. 
  13. FURTHER ASSURANCES: The parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each party shall provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Completion Date. 
  14. RAW MATERIAL: The Company maintains ownership of all raw materials, i.e.: raw footage, audio recordings, original photographs taken by the Company, etc. The final deliverable product is what is licensed to the Client for use.  Use of these raw materials by the Client are available at a price to be negotiated separately from this contract.