MEDIA SERVICES AGREEMENT

        This is a Media Services Agreement (the “Agreement”) by and between Atola Visuals LLC (“Atola”) of 1720 Grant Avenue, San Francisco, California 94133 and Client.

 

DESCRIPTION OF SERVICES

Atola will provide to Client  the media services (the “Services”) described in the Production Proposal (the “Proposal”) that Atola has prepared and Client has signed.  

 

PERFORMANCE OF SERVICES

Atola will perform the Services as described in the Proposal between Atola and Client.

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PAYMENT

Client shall pay Atola as described in the Proposal between Atola and Client.

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EXPENSES

Client, in addition to expenses enumerated in the Proposal, shall be responsible for any and all sudden, unanticipated, or other extra expense incurred at Client’s request. Such expenses include, without limitation:

• Travel

• Lodging

• Food

• Extra equipment (either rented or purchased)

• Extra crew

Atola shall provide Client with an invoice of said expenses, due and payable immediately upon receipt of said invoice. Failure to pay promptly shall constitute a default under this Agreement.

 

DEPOSIT

At the time of the signing of this Agreement, Client shall pay a non-refundable 50% deposit to Atola. The deposit will be subtracted from the total payment owed by Client upon delivery of the invoice described in the Payment section of the Proposal between Atola and Client.

 

CANCELLATION/RESCHEDULING POLICY

All deposit fees are non-refundable. A minimum of twenty-four (24) hours’ notice will be required for cancellation of the Proposal. Any cancellation made with less than 24 hours’ notice prior to the agreed upon service date (see Proposal) will result in full payment due to Atola by Client . If the cancellation is initiated by Atola with less than 24 hours’ notice given, all monies paid to Atola from Client  shall be fully refunded, INCLUDING the deposit fee. Refund shall be paid at month’s end.

A minimum of forty-eight (48) hours’ notice will be required for rescheduling of the Services contemplated in the Proposal. Any rescheduling made with less than 48 hours’ notice prior to the agreed upon service date will result in full payment due to Atola for any rented gear, locations requiring payment for use, freelance workers hired, and any other costs associated with preparation for production of the Services, including preproduction work. If the rescheduling is initiated by Atola with less than 48 hours given, no such monies shall be payable until such time as Services have actually been rendered to Client .

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TERM

This Agreement shall last for the duration of the agreed upon Term as written in the Proposal.

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WORK PRODUCT OWNERSHIP

Any copyrightable works, ideas, discoveries, products, or other information (collectively, the “Work Product”) developed in whole or in part by Atola in connection with the Services will be the exclusive property of Atola.

Atola reserves the right to affix a video animation at the end of all Work Product containing Atola’s logo, website, and any and all other contact information.

Upon written request and payment of two hundred U.S. dollars ($200.00), Client  may receive from Atola all documents necessary to transfer and perfect the exclusive ownership of the Work Product to Client .

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PUBLICITY

Atola reserves the right to use, reproduce, and/or feature the Work Product developed in whole or in part by Atola in connection with the Services provided in portfolios, websites, social media, and/or other creative content aggregators managed by and/or affiliated with Atola.

Atola also reserves the right to print, “tag,” or otherwise identify Client  in any use, reproduction, or feature of said Work Product in portfolios, websites, social media and/or other creative content aggregators managed by and/or affiliated with Atola.

All rights reserved under this section may be made void should Client  submit a written request and two hundred U.S. dollars ($200.00) as described in the Work Product section above. Said written request must expressly ask that Atola waive its rights under this section, and Atola must waive its rights in writing.

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REVISIONS

Client may request from Atola up to two (2) free revisions of the final version of the Services contemplated in the Proposal (the “Final Version”). Subsequent revisions that are requested shall be billed at Atola’s customary hourly rate. Atola shall be given two (2) weeks to deliver the revised Final Version from the time of receipt of the request.

If Client does not request a revision within two (2) weeks of receiving the Final Version, the Final Version shall be deemed approved. Client may not request any subsequent revisions unless Atola, in its sole discretion, decides to grant the request.

If, after receiving a revised Final Version, Client does not request a second revision within two (2) weeks of receiving said revised Final Version, the revised Final Version shall be deemed approved. Client may not request its last revision unless Atola, in its sole discretion, decides to grant the request.

It is the responsibility of Client to check for any spelling errors and to provide Atola with logos, images, and any other such media as Client may want included in its video in high quality format. Revisions involving errors caused by Client will be billed at Atola’s customary hourly rate, and shall not count as one of the two free revisions offered herein.

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RELATIONSHIP OF PARTIES

It is understood by the parties that Atola is an independent contractor with respect to Client, and not an employee of Client.

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CONFIDENTIALITY

Client , and its employees, agents, or representatives will not at any time or in any manner either directly or indirectly, use for the personal benefit of Client , or divulge, disclose, or communicate in any manner, any information that is proprietary to Atola. Client and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of the Agreement.

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INDEMNIFICATION

Client  agrees to indemnify and hold harmless Atola from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against Atola that result from the acts or omissions of Client , Client ’s members, if any, and Client ’s agents.

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WARRANTY

Atola shall provide its services and meet its obligations under the Proposal in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Atola’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Atola on similar projects.

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DEFAULT

The occurrence of any of the following shall constitute a material default under this Agreement:

1. The failure to make a required payment when due;

2. The insolvency or bankruptcy of either party;

3. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency; or

4. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

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REMEDIES

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have seven (7) days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

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FORCE MAJEURE

If performance of this Agreement/ the Proposal or any obligation under this Agreement/ the Proposal is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-out, work stoppages, other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of the party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

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ARBITRATION

Any controversies or disputes arising out of or relating to this Agreement or the Proposal shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select and arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than thirty (30) days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

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ENTIRE AGREEMENT

This Agreement contains the entire Agreement of the parties, and there are no other promises or conditions in any other contract, whether oral or written, concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties, except the Proposal between Atola and Client.

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SEVERABILITY

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

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AMENDMENT

This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

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GOVERNING LAW

This Agreement shall be governed by the laws of the State of California.

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NOTICE

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

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WAIVER OF CONTRACTUAL RIGHT

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

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ASSIGNMENT

Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.