Create Video Terms and Conditions

The “COMPANY” refers to the appointed entity (company) who is remunerating Create Video (the “CONTRACTOR”), for the proposed creative works. Create Video is a Canadian corporation located in Vancouver, BC.

As payment of our initial invoice, the COMPANY confirms that it unconditionally understands and agrees with Create Video’s terms of service below:

1. SERVICES AND COMPENSATION

1.1 CONTRACTOR agrees to perform services that will result in the creation of a live-action brand video, otherwise known as (the “Work”), and be compensated by the COMPANY. Payment is due from the COMPANY within seven (5) days of invoice. COMPANY agrees to submit the complete payment upon contract signing.

1.2 COMPANY is entitled to request two rounds of revisions, to be submitted to CONTRACTOR within 7 business days after initial receipt of the WORK. A round has a limit of 10 change requests. A change request is classified as a modification to the agreed storyboard. Complete frame changes do not come under the classification of modification and will be seen as an extension to the scope of work. CONTRACTOR will complete any and all requested revisions within 7 business days that adhere to the original work scope set in the script and storyboard stages. Post these changes, the work shall be considered completed and final. The WORK’s production schedule is a speculative approach based on goals and milestones and cannot be seen as a literal representation of project delivery. Therefore, neither the CONTRACTOR nor COMPANY is entitled to further compensation should the final submission date fall beyond the proposed sign-off date.

1.3 In the event that the CONTRACTOR is engaged by the COMPANY beyond the rounds of included revisions to perform any act or execute any further work, the COMPANY recognizes that the CONTRACTOR must be compensated at $175.00 (CAD) per hour for each hour or portion thereof spent at the request of the COMPANY in the performance of required acts. The amount of revisions for each stage is stated in the proposal.

INTELLECTUAL PROPERTY RIGHTS AND ASSIGNMENT

2.1 Contingent upon full payment, CONTRACTOR will assign ownership and hereby does assign ownership of the Work to COMPANY, including all derivative works thereof, throughout the world, including but not limited to all rights of copyrights, the right to grant and/or license any part or all of these rights to third parties, and all rights to the title of the Work. The CONTRACTOR agrees not to publish, share, or disclose contents of the work without requesting and receiving written consent from the COMPANY prior to its use, including a description of how the work will be used. Create Video portfolio use is outlined in the given proposal.

2.2 CONTRACTOR hereby acknowledges and agrees that the Work shall be, to the extent permitted by law, deemed to be a work for hire, with the copyright automatically vesting in COMPANY. To the extent that the Work is not a work for hire, CONTRACTOR hereby waives any and all “moral rights” in such writings and works and agrees to assign, and hereby does assign, to COMPANY all of CONTRACTOR’s right, title, and interest, including copyright, in the Work.

2.3 Without limiting the generality of the foregoing, CONTRACTOR shall, at any time during or after engagement with COMPANY, at COMPANY’s request, execute specific assignments in favor of COMPANY (or its nominee) of CONTRACTOR’s interest in the Work and execute all papers, render all assistance, and perform all lawful acts that COMPANY considers necessary or advisable for (a) the preparation, filing, prosecution, issuance, procurement, maintenance, or enforcement of trademarks, copyrights, and other protections, and any applications for any of the foregoing, within Canada or in any foreign country for the Work, and (b) the transfer of any interest CONTRACTOR may have therein. CONTRACTOR hereby appoints each of the current and future officers of COMPANY as CONTRACTOR’s attorney-in-fact during such time as each is an officer to COMPANY to execute documents on behalf of CONTRACTOR for this purpose.

TERMINATION FEES

3.1 This Agreement terminates automatically in the event of (1) bankruptcy or insolvency of either party; (2) sale of the business of either party.

PRODUCTION DATE CANCELLATIONS

4.1 The COMPANY may wish to delay, suspend, or cancel a set video production date. Each of these outcomes — if requested 48 hours before the scheduled shoot date — will incur a reasonable cancellation fee of 20% of the project total to be compensated by the COMPANY to the CONTRACTOR. The purpose of this aforementioned fee is to cover all production-related expenses associated with the project that had been pre-booked for the day of production. This includes (but is not limited to): location, studio booking, performance talent, video crew holds, catering, permits, and external video equipment bookings.

PROJECT CANCELLATIONS

5.1 The deposit made by the COMPANY to the CONTRACTOR is a non-refundable amount, allocated by the CONTRACTOR toward the process of the work.

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

6.1 CONTRACTOR represents and warrants that to the best knowledge, (1) the Work created and assigned hereunder is original and has not been previously published, (2) the Work does not contain any scandalous, libelous, or unlawful matter, and (3) CONTRACTOR has all rights necessary to assign the Work to COMPANY free of any encumbrances or any claims by other third parties. CONTRACTOR shall indemnify, defend, and hold harmless COMPANY, its officers, directors, agents, and employees, from and against any and all losses, claims, demands, suits, actions, proceedings, and expenses (including reasonable attorney fees) arising out of any claim by any third party concerning material(s) contained in or omitted from the Work, or arising out of any of the above warranties and representations.

6.2 COMPANY shall indemnify, defend, and hold harmless CONTRACTOR, its officers, directors, agents, and employees, from and against any and all losses, claims, demands, suits, actions, proceedings, and expenses (including reasonable attorney fees) arising out of any claim by any third party related to COMPANY’s use of the Work.

COMPLETE AGREEMENT

7.1 This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and cancels all previous written or oral understandings, agreements, negotiations, commitments, or any other writings or communications in respect of such subject matter. No modification, amendment, or waiver of any of the provisions of this Agreement shall be effective unless in writing, specifically referring hereto, and signed by both parties.

SEVERABILITY

8.1 The provisions of this Agreement shall be severable, and if any portion of this Agreement shall be held or declared to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provision hereof, and the remainder of this Agreement, disregarding such portion, shall continue in full force and effect as though such portion had not been contained herein.

GOVERNING LAW

9.1 This Agreement shall be deemed to be made in the Province of British Columbia, Canada and shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada.

WAIVER

10.1 The waiver by either of the parties to this Agreement of any breach of any provision hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any such provision or a waiver of the provision itself.

HEADINGS

11.1 The Section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of this Agreement or of any particular Section.

COUNTERPARTS

12.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which collectively shall constitute one and the same instrument.