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Terms & Conditions

EARTHSHIP MEDIA’S APPLICATION OF THESE TERMS
  1. These terms and conditions shall apply to all goods and services we supply to you. Except to the extent that these terms and conditions are varied by mutual consent, they shall constitute the entire agreement between us and shall prevail over your terms and conditions. You agree that in entering into this agreement, you shall not rely on any representation or understanding, whether oral or in writing, which is not included or referred to in these terms and conditions.

DELIVERY
  1. The Service shall be delivered to you per the brief agreed upon at the project's outset through concept meetings or written proposals.

  2. We shall produce one master copy of the production only for your use. Should you require further copies, an additional charge will apply. A separate quotation will be issued for the production of additional copies.

  3. Times given for delivery of the Service are estimates only, and time shall not be of the essence.

​ACCEPTANCE AND CHANGES
  1. These Terms shall prevail over and take the place of any other terms or conditions stipulated, endorsed upon, delivered with, incorporated, referred to or contained in any document of or communication from the Client, including a purchase order from the Client or which are implied by trade, custom or course of dealing.

  2. If there are any conflicts or inconsistencies between these Terms and the Statement of Work, the terms of the Statement of Work shall apply.

  3. The Service shall be made available for acceptance at agreed stages. At each agreed stage, changes to the Service shall only be permitted if such changes are consistent with the brief. Beyond completing the final master file, we will allow a ‘Three working hour adjustment.’ By this, it is meant that any change or alteration to the final Master that we deem will take less than three man-hours will not be charged.

  4. Other than as stated in the clause above, changes to the brief or otherwise that result in additional work being carried out will be chargeable at the relevant daily rate; this shall include the following:

    1. Additions to the original brief include extra variations or edits of the initially planned piece, such as shorter ‘highlights’ edits or specific web versions that are not agreed upon at the outset.

    2. Changes that result from a significant change to the brief;

    3. Changes that result from your failure to obtain consent from any third parties or employees necessary in the delivery of the Service;

    4. Changes that result from inaccurate or misleading information having been supplied by you in preparation for the brief;

PAYMENT

  1. Payment terms will be set out in our relevant quotation. Where payment terms are not set out in the relevant quotation:

    1. Payment is due 15 days after the invoice date. We will only consider payment to be received once funds have been cleared. We reserve the right to charge 3% interest monthly on any unpaid balances. Any fees incurred by us in recovering payment will be chargeable.

    • Payment is to be made in US dollars.

  2. We will issue an interim invoice for the service. Where the quote exceeds $2000, we reserve the right to invoice for the production component of the Service immediately following its completion.

  3. If payment is overdue and/or you are in breach of your obligations set out in this agreement, we reserve the right (without prejudice to any other right or remedy available to us) to stop or postpone delivery or performance under this agreement, and we will not be liable for any loss you may suffer as a result of the application of this clause. We shall have a general lien or right of retention on materials supplied by you to us until payment has been made.

  4. Payment is to be made in full without any discount deduction, set off, or abatement unless offered within the invoice or agreed to in the contract terms.

  5. We reserve the right to appropriate any payment you make and apply it in total or partial satisfaction of any debt you owe us.

 

CANCELLATION, SAFETY, AND INSURANCE
  1. Dates for production are agreed upon in advance and confirmed by you UNLESS agreed to through a regular service agreement that does not constitute an individual production. Where these dates are canceled, whether due to a request from you or due to an amendment by you that results in a cancellation, the following charges will apply where the cancellation notice is given or is caused:

    1. Greater than 7 days before the shoot date – 0%

    2. Within 7 days of the shoot date – 25% of the daily shoot rate

    3. Within 48 hours of the shoot date – 50% of the daily shoot rate

    4. Within 24 hours of the shoot date – 100% of the daily shoot rate

  2. Where the shoot shall take place at your premises or a location designated by you, the responsibility for ensuring the location is safe and adequate insurance is in place shall be vested in you.

 

EXPENSES
  1. All reasonable expenses incurred by us in providing the Service shall be at your cost and identified within the terms of your quote where possible. Expenses will be pre-arranged with you and/or set out in the quotation. In the absence of prior notification of expenses the following rates shall apply at the discretion of Earthship Media LLC:

    1. All mileage at $1.00 per mile, one way from Earthship Media LLC’s place of business to the shooting location.

    2. Overnight stay $150 per person

    3. Daily subsistence $40

 

COPYRIGHT POLICY
  1. We operate a fair approach to copyright. All copyright vested in the media produced by us shall be assigned to you subject to the following:

    1. Payment in full is received from you for all outstanding invoices;

    2. You grant us a royalty-free license to use all copyright in the media produced by us for our promotional purposes, such as on our website, unless otherwise identified in the terms of the agreement;

    3. All design concepts such as logos, themes, plans, and models, together with all copyright in any music, shall remain vested in us and shall be made available to you on license, save that you shall only be permitted to use such material and design concepts for the purpose identified in the brief;

    4. Our enforcement of the above conditions is subject to our adherence to the Storage Policy outlined below.

STORAGE POLICY
  1. All media produced by us on your behalf will be stored as follows:

    1. All footage will be captured in Hi-Definition (unless otherwise agreed to for 4K or another specified format) stored on professional format digital media, and transferred to our studio for backup to an external hard drive;

    2. All footage is retained and secured at our studio until completion of the post-production process;

    3. After completing the master edit, the footage is provided to the client and copied to our studio's external backup hard drive. If the client would like additional backup protection against electronic drive failure, the client can provide an additional drive or cloud storage at their cost.

 

VIDEO PRODUCTION
  1. The parties agree to meet occasionally and consult in good faith over the video's editorial content and artistic direction. The video will be created per the Statement of Work, provided that the Client shall, in its absolute discretion but with complete discussion with Earthship Media LLC and giving good faith consideration to Earthship Media LLC’s views as a professional production company, have final editorial and artistic control over the video.

  2. At various stages, as outlined in the Statement of Work, the script, voice, storyboard, design, and or music (as applicable) for the video will be submitted to the client for acceptance. The client or a representative appointed by the client shall be authorized, on behalf of the client, to provide input, including acceptance required, in respect of such materials. The client representative shall include feedback from all key stakeholders within the client at each acceptance stage detailed in the statement of work.

  3. The client representative shall ensure that all feedback regarding the materials shall be iterative, and in particular, the feedback in each round of amendments referred to in the SOW shall not include new feedback or changes that have yet to be included in earlier feedback iterations. The client shall not, without good cause, reject any of the elements delivered by Earthship Media LLC for acceptance. The client shall act promptly and in good faith when considering the elements delivered for acceptance.

  4. The Client agrees that following submission of each material identified in the SOW, it shall promptly communicate its acceptance (or otherwise) of such material to Earthship Media LLC. If the Client is unsatisfied with any such materials, it shall notify Earthship Media LLC within the timelines set out in the SOW, providing reasonable and appropriate comments or requesting changes per the SOW. The costs include up to three rounds of amendments for each stage(s), which are deliverable (concept, script, storyboard, and edit), all in line with the SOW.

  5. Earthship Media LLC will work with the production schedule if identified in the SOW to make all necessary changes in consultation with the client. Earthship Media LLC will then re-submit to the Client the revised materials or replaced materials, and the provisions of this clause will apply again until the Client has reached the maximum amount of amendments it is entitled to under this clause or has accepted the materials. If Earthship Media does not receive notice of acceptance or otherwise within the period provided in the SOW, the Client will be deemed to have accepted such material. The Client shall accept the delivered materials if the deliverables materially comply with the SOW.

  6. The Client shall be responsible for any additional costs reasonably incurred by Earthship Media LLC arising from:

    1. any requests to make any amendments in addition to those provided for in clause this clause;

    2. work that falls outside the scope of the SOW

    3. changes to already accepted materials, work, and/or changes to deliverables that materially comply with the SOW

    4. any costs arising from its delay in acting per the SOW and

    5. any increases in costs necessitated as a result of the Client’s requests;

    6. Earthship Media LLC shall advise the Client that additional costs are likely to be incurred, so far as possible, before they are incurred.  Notwithstanding this, Aspect shall raise an invoice for such costs at any time, and the Client shall be responsible for payment of the invoice as prescribed in the payments clause of these terms.

  7. In the event of delay in the provision of the Input Materials and/or failure of the Client to comply with its obligations under this clause, Earthship Media LLC shall, without limitation to its other rights and remedies under this Agreement, be entitled to delay the performance of the Services by a reasonable period.

  8. The Client Representative shall also have the opportunity to accept or refuse to accept the video at any stage if the Video fails to comply with the SOW.  The Video shall be supplied on a hard drive or uploaded onto a server for online review at Earthship Media LLC’s cost. 

  9. Subject to dates being agreed on in advance, the Client shall be entitled to request reasonable amendments within the SOW to ensure the video is in line with the SOW, which Earthship Media LLC shall undertake at its own cost. 

  10. If the Client does not request amendments within 10 Business Days of the making available of the video to the Client, acceptance of the video shall be deemed granted, and the Client shall not be entitled to reject or dispute any proper invoice issued regarding the costs of the video.

 

WARRANTIES AND LIABILITY
  1. We warrant using all due skill and care to provide you with service. Other than as expressly provided for in these terms and conditions, no warranty, guarantee, or other term relating to the provision of the service, whether implied by statute, common law, or otherwise, is given where we supply goods to you as part of the service we shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given to us by the persons supplying the goods to us.

  2. We shall have no liability to you for any loss, damage, costs, expenses, or other claims for compensation arising from any materials supplied by you to us or instructions supplied by you that are incomplete, incorrect, inaccurate, or illegible or arising from their late arrival or non-arrival, or any other fault of yours.

  3. Except in respect of death or personal injury caused by our negligence, we shall not be liable to you because of any representation (unless fraudulent) or any implied warranty, condition, or other term or any duty at common law or under the express terms of this agreement for any loss of profit or any indirect or consequential loss, loss of goodwill, any destruction of data, damage, costs or expenses whether or not such losses were in the contemplation of the parties and at the date of this agreement, which arises out of or in connection with the provision of the Service.

  4. Except in respect of death or personal injury, our entire liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising in connection with the performance or contemplated performance of this agreement between us shall not exceed either the amount of the price payable by you in respect of the services, goods and/or materials we supply to you or in respect of a valid claim the amount claimable under the terms of the appropriate insurance policy we hold.

  5. You agree to indemnify and hold us harmless for all liabilities, losses, claims, and expenses arising from any breach of these terms and conditions by you, including any third-party liabilities incurred by us.

  6. Any claim you may have against us must be notified in writing within one month of the claim arising.

 

ASSIGNMENT
  1. We reserve the right to assign or subcontract any or all of the rights and obligations under these terms and conditions without your further consent to such assignment or sub-contract. We will notify you in the event a sub-contract is utilized.

 

SEVERANCE
  1. If any provision of these terms and conditions (whether in part or in whole) is held by a Court or jurisdiction to be illegal or unenforceable, the parties shall agree to amend the relevant provision as necessary to ensure its application and the remaining provisions of the Contract shall remain full force and effect.

 

WAIVER
  1. Any waiver by us of any breach of or any default under any provision of this agreement will not be deemed a waiver of any subsequent breach or default and will in no way affect the terms of this agreement.

 

APPLICABLE LAW
  1. These terms and conditions shall be governed by Wisconsin law and subject to the exclusive jurisdiction of the Wisconsin Court System unless services are provided outside of the jurisdiction of Wisconsin. In such a case, the applicable law will be subject to that state or location.

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