The advertiser, agency, or individual, as the case may be, contracting for creative and video production services, social media marketing, or a combination of both, hereby agree as follows:

 

1.SERVICES AND MATERIALS

 

(a) Zajdel Studios INC. shall provide and Client shall pay for the creative and video production and services (the “Services”) described on the Work Order/Proposal/Service Agreement.

 

(b) Client production sessions may not continue past scheduled times, unless approved in advance by Zajdel Studios INC. Client shall be responsible for payment of all Additional Fees ($50 per additional hour).

 

(c) All rights in the material produced by Zajdel Studios INC. Becomes the property of the client at the moment of payment.

 

2. BILLING AND PAYMENTS

 

(a) Client shall be responsible for payment of all fees, charges, costs, expenses and taxes in connection with the Services, including, but not limited to, the production service fees set forth on the Work Order (hereinafter “Fees”).

 

(b) Unless otherwise noted on the Work Order, the Fees listed on the Work Order are estimates. “Additional Fees” may include, but are not limited to: fees for outside services, such as talent or location fees, equipment rentals, uploading and file compression fees, outside production or dubbing services, additional charges for time required due to Client’s failure to adhere to production scheduling or deadlines, or any other services or materials not supplied by Client.

 

(c) Zajdel Studios INC. reserves the right to charge overtime fees at its then current rates for services performed after the scheduled conclusion of the Services.

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(d) Payment of the Fees set forth on the Work Order is due within thirty (30) business days of execution of the Work Order by Client, but not later than the date on which the Services are to be rendered or, at Zajdel Studios INC. sole discretion and noted on the Work Order, the date on which the Services are to be completed. All other Fees, including Additional Fees, shall be due within ten (10) days of receipt of an invoice.

 

(e) Zajdel INC. reserves the right to assess a fifteen percent (15%) administrative charge for any outside services, for any services ordered on a “rush” basis and for any production session which exceeds the scheduled time. A rush order is defined as (i) any full spot production (shoot and post-production) to be completed within five (5) business days of the date ordered and (ii) any tape tagging, dubbing or other post production service to be completed within two (2) business days of the date ordered. All rush orders are subject to availability of personnel and facilities. Zajdel INC. will use commercially reasonable efforts to fill rush orders. However, Zajdel INC. shall not be liable in any manner whatsoever in the event a rush order cannot be fulfilled.

 

(f) Fees not paid when due can be subject to an administrative charge based on the discretion  of Zajdel Studios INC. of the lesser of 1.5% or the highest interest rate permitted under applicable law. Client shall reimburse Zajdel Studios INC. for amounts incurred in connection with collection activities, including, but not limited to, collection agency charges and costs, attorney fees and costs and court costs.

 

(g) If Client is an advertising agency, the person, firm or corporation that authorizes such advertising agency to contract for the Services shall be liable for all such payments and fees in the event of default by advertising agency. Such advertising agency and the person, firm or corporation that authorizes such advertising agency to contract for the Services shall be jointly and severally liable for all payments due Zajdel Studios INC. hereunder.

 

3.CANCELLATION.

 

Client agrees to pay a cancellation fee of twenty five percent (25%) of the Fees stated on the Work Order (plus any fees incurred by Zajdel Studios INC. for any outside services) in the event Client cancels the Services between 48 to 24 hours of the date on which the Services are to be performed. Client agrees to pay a cancellation fee of fifty percent (50%) of the Fees stated on the Work Order (plus any Additional Fees incurred by Zajdel Studios INC.) in the event Client cancels the Services within 24 hours of the date on which the Services are to be performed. Client will not be charged any Fees (other than Additional Fees incurred by Zajdel Studios INC. for cancellation more than 48 hours from the date on which the Services are to be performed. Zajdel Studios INC. reserves the right to waive cancellation charges at its sole discretion.

 

5.TERMINATION

 

(a) Zajdel Studios INC. reserves the right, upon written notice, to cancel this contract upon default by Client of any of the terms hereof (including, but not limited to, failure to pay Fees in a timely manner) or in the event performance hereunder would violate any law, regulation, judgment, order or decree applicable to Zajdel Studios INC. or Client. Upon such cancellation, all Fees for services rendered up to the date of cancellation and any Additional Fees incurred by Zajdel Studios INC. shall become immediately due and payable.

 

(b) Client reserves the right to cancel this contract upon default by Zajdel Studios INC. of any of the terms hereof upon prior written notice.

 

6.INDEMNIFICATION

 

(a) Client shall indemnify, defend and hold Zajdel Studios INC., its affiliates, employees, contractors and agents harmless from and against all claims, demands, debts, obligations or charges (including attorney fees and disbursements) which arise out of or result from (i) the use, transmission or distribution of Materials furnished by or on behalf of Client or furnished by Zajdel Studios INC. at Client’s direction for use in connection with the Services, (ii) Zajdel Studios INC. use of any third-party’s Likeness in connection with the Services, (iii) Zajdel Studios INC. use of any real property in connection with the Services, (iv) the bodily injury, sickness, disease, or death of any third-party in connection with the Services, and/or (v) any breach of any representation or warranty by Client under these Terms and Conditions.

Zajdel Studios INC. will indemnify, defend and hold Client, its affiliates, employees, contractors and agents harmless with respect to all Materials furnished by Zajdel Studios INC. of its own accord. The indemnitee shall promptly notify and cooperate with the indemnitor with respect to any claim. The provisions of this paragraph shall survive the termination or expiration of this contract.

 

(b) NOTWITHSTANDING ANYTHING IN THIS CONTRACT TO THE CONTRARY, IN NO EVENT SHALL EFFECTV BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS CONTRACT.

 

7.GENERAL

 

(a) Zajdel Studios INC. obligations hereunder are subject to all federal, state and municipal laws and regulations now enforced or which may be enacted in the future.

 

(b) This contract, including the rights under it, may not be assigned or transferred without first obtaining the consent of Zajdel Studios INC. in writing. Failure of Zajdel Studios INC. to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.

 

(c) Notwithstanding any other provision in this contract to the contrary, Zajdel Studios INC. shall not be liable for any expenses or losses incurred by Client or any third party in the event Zajdel Studios INC.  is unable to perform its obligations hereunder or is delayed in its performance by any act of God, public emergency, strike or labor disputes, law or act of government, judicial decree, mechanical breakdown, failure of facilities or any other cause beyond the reasonable control of Zajdel Studios INC. Client’s sole remedies for Zajdel Studios INC. inability to perform its obligations hereunder shall be (i) production services equal in value to those agreed upon in the Work Order or (ii) a refund of any Fees paid by Client for the undelivered portion of the Services; provided, Client shall remain solely liable for all Fees incurred by Zajdel Studios INC. for any outside services.

 

(d) Zajdel Studios INC. assumes no liability for loss or damage to Materials furnished by Client in connection with the Services.

 

(e) This contract contains the entire agreement between the parties relating to the subject matter hereof, and no change or modification of any of its provisions shall be effective unless made in writing and signed by both parties.

 

(f) Client agrees that any third party engaged by Zajdel Studios INC. to perform Services on behalf of Zajdel Studios INC. hereunder shall be a third-party beneficiary to these Terms and Conditions and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

 

(g) This contract shall be construed in accordance with the laws of the jurisdiction in which Zajdel Studios INC. is located.

 

7.SOCIAL MEDIA AND POSTING

 

(a) The agreed Contract shall renew automatically for a further term of one month at the end of each month unless and until either party notifies the other of its wish to terminate the Contract at the expiry of the current month. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

 

As an authorized representative of the client, I agree to the terms and conditions listed above.