You (”you” or the “Client”) are engaging Hot Pepper Videos. (“us”, “we” or “Hot Pepper Videos”) as an independent “work for hire” contractor for creating video(s) and providing related services (the “Services”). In consideration of the mutual obligations specified in this Video Services Agreement (the “Agreement”), the parties, intending to be legally bound hereby, agree to the provisions of this Agreement.
1. The Process, the Services and Payment
(a) Scope. We render the Services on a project basis, unless we otherwise agreed in writing, to deliver an animated video, or series of animated videos (the “Project”), based upon a mutually approved theme or style. The video(s) may include motion images, text, animations, sketches or characters, a professional voice over, motion transitions, a background music score and sound effects appropriate to the subject matter, duration and theme of the production. The scope of the Services for your project will be set forth in our final estimate to you, as modified by any changes agreed by you and us before we issue our final invoice. Our scope or our agreed upon changes may specify certain components or other materials to be delivered by you. By engaging us to provide the Services, you agree to provide such components or other materials.
(b) Currency, Pricing, Deposit and Payments. All fees are in USD. The initial price will be 50% of the service level purchased as outlined on the initial “deposit” invoice. It is understood and agreed that the scope and deposit amount is based upon a video production of a mutually agreed upon estimated length. If you approve, in writing, a final script that reads longer than the estimated length, the additional seconds will be added to your “final” invoice, on a pro-rated basis of the service level purchased. Each second above the estimated length is priced based upon the rate specified on the first invoice we send to you. Payments can be made by credit card or other electronic methods to which we agree, such as PayPal. We do not accept payment by check. Your payment of the deposit invoice amount indicates your agreement to the terms and conditions set forth herein and as noted on the first invoice. We will begin work after you pay the first invoice.
(c) Revisions, Changes and Cancellation Policy. The Services are subject to our Revisions, Changes and Cancellation Policy and are hereby made a part of this Agreement. This Policy controls what revisions will be included in our price, what revisions or other scope changes will be outside the scope of Services included in the price, the procedures governing any out of scope Services, and our cancellation policy.
Change Management Process
- If your project includes a script, style board and storyboard, revisions are not limited during each phase.
- However, once you approve the creative for any given phase of production, we reserve the right to charge a $500 fee for revisions if you want to go back and make changes to previously approved creative.
- If your project includes a voice-over, you may request 1 round of minor changes to the voice-over, including changes to the tone, emphasis or pronunciation. Any changes to the voice-over, like script edits and additions after you have approved the creative, are $350 per revision cycle and will be added to your final invoice. Scripts longer than 120 seconds will be priced accordingly for major changes.
- Animation revisions cover the entire length of the video and must be related to the approved storyboard. Additional revisions or requests that are outside of the approved project storyboard, such as scenes or ideas not included in the initial discussions or approved storyboard, will be considered out of scope, and are $500 per revision cycle, PER SCENE and will be added to the final invoice.
- Screencasts are limited to 3 rounds of revisions. Revisions or requests that are outside of the initial project description, such as scenes or ideas not included in the initial discussions, or changes to the application’s design or functionality, will be considered out of scope, are $250 per revision cycle and will be added to the final invoice.
- Sound effects revisions for approved animation videos are $250 each.
In general, except for the included rounds of revisions set out above, any revisions, additions, or alterations to the project modifying the initial scope of the Services will be considered out of scope Services and subject to Hot Pepper Videos standard customization rate of $250 per hour. By way of example, such out of scope Services will include, but will not be limited to, changes in the extent of work, increases in the complexity of any elements of the project, changes that require additional dialogue recording and any changes made after final approval has been given for a specific stage of design, documentation, or preparation. In addition, any Services requested by you to accelerate a previously established video production timeline, may be deemed out of scope Services in our discretion.
Hot Pepper Videos will inform you if any of your changes or other requests would require out of scope Services and the additional fees associated with any such out of scope Services. You will be responsible for the additional fees if Hot Pepper Videos proceeds with the out of scope Services at your direction, as noted above. In addition, any costs or expenses incurred by Hot Pepper Videos during a project due to Client delays or extensions will be added to your fees.
(d) Cancellation of Services
- You may cancel services at any stage before editing begins for a 50% refund of your deposit.
- After video editing begins: 100% of final budget is payable.
(e) Final Payment and Delivery. Once you have approved in writing the video produced by us, we will issue a final invoice for the balance of Services relating to the project. The final invoice will include the remaining 50% of the total price, subject to adjustment upwards for any changes in video length or changes in scenes, or voice overs outside the initial scope of the project. The final invoice may also be subject to adjustment downwards for any agreed upon reduction in scope and subject to adjustment upwards for any agreed upon increase in scope, subject to any further changes and discounts. The final invoice will be due and payable upon receipt. Once you have paid the final invoice (and any other outstanding invoices), we will deliver the final video file to you in .MOV or .MP4 format (or such other format as agreed in writing by us) in 1080 x 720 size. We will email you a private link to download a non-watermarked final cut within 24 hours of us receiving notification of your final payment.
(f) Additional Payment Provisions. Hot Pepper Videos reserves the right to: (i) charge interest on amounts more than 10 days past due at a rate of 2% per month or, if lower, the highest rate allowed by applicable law; (ii) issue the final invoice (or pro rata portion thereof) if Hot Pepper Videos has requested Client input or feedback needed for the Services and more than four weeks have elapsed without the Client providing the requested input or feedback; and (iii) issue interim invoices, due and payable upon receipt, for up to 50% of any increase in fees for the Services resulting from changes in scope.
2. Intellectual Property
(a) Hot Pepper Videos assigns to the Client all right, title and interests to all of its copyrights in the video produced by Hot Pepper Videos pursuant to the Services, effective upon payment by the Client of the final invoice (and any other outstanding invoices) issued by Hot Pepper Videos pursuant to Section 2 above. Hot Pepper Videos makes no ownership claim with respect to any copyrighted materials, trademarks, trade secrets or other intellectual property supplied by the Client to Hot Pepper Videos for purposes of the Services.
(b) The Client grants Hot Pepper Videos (and its successors, assigns and affiliates) a non-exclusive, limited license to use any videos produced by Hot Pepper Videos, or portion thereof (including screenshots and including the Client’s name and any embedded trademarks or service marks), for demonstration, sample and marketing purposes, including without limitation the right to display such material on Hot Pepper Videos’s website. Hot Pepper Videos may also include client’s name and trademark or service mark in a list of Hot Pepper Videos clients for marketing and promotional purposes. Hot Pepper Videos will not present any such material in a manner derogatory to the Client. This limited license is royalty free, worldwide, perpetual and non-revocable but is limited to the uses specified in this paragraph.
(c) The Client represents, warrants, and covenants that any text, graphics, sound, video, photos, designs, trademarks, service marks, or other artwork (each, an “element”) furnished to Hot Pepper Videos for inclusion in a video or other project are owned by the Client or that the Client has all rights necessary for Hot Pepper Videos to incorporate any such element in any videos or other product of the Services. The Client will hold harmless, protect, indemnify and defend Hot Pepper Videos, its subcontractors, officers, directors, owners, employees, agents, representatives, and affiliates from any and all liability, damages, costs, or expenses (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements by Hot Pepper Videos or the inclusion of such elements in any video or other product of the Services.
(d) Subject to the rights granted to the Client or expressly retained by the Client pursuant to paragraph (a) above, Hot Pepper Videos will retain all intellectual property rights, including copyrights, ideas, trademark rights, and service mark rights, in any materials created by Hot Pepper Videos or its subcontractors in connection with the Services. For the avoidance of doubt, Hot Pepper Videos has no obligation to deliver, and grants no rights in, any rejected designs, documentation, illustrations, raw video and project files and audio/verbal scripts, including preliminary concepts, accepted or rejected elements, works in progress, and finished materials which have been created or furnished by Hot Pepper Videos during the course of providing Services.
(e) The Services do not normally include the collection or delivery of source files for individual components or elements included in the final video produced by Hot Pepper Videos for the Client. If the Client requests delivery of those files, Hot Pepper Videos reserves the right to condition delivery on the Client’s payment of Hot Pepper Videos’s fees and expenses on a time and materials basis, which may include charges from Hot Pepper Videos’s subcontractors. The Client’s use of any individual components or elements (e.g., stock photos) may be subject to third party license restrictions. The Client acknowledges that its rights in any such individual components or elements will be subject to the third party license restrictions.
3. Information and Confidentiality
(f) The Client will provide any and all information and decisions required for the successful outcome of the project and will designate to Hot Pepper Videos in writing of any portion of the project which is confidential.
(g) Hot Pepper Videos agrees to treat such designated information with the same degree of confidentiality as Hot Pepper Videos does with its own confidential information and, in any event, with no less than a reasonable degree of care. This obligation of confidentiality does not apply to (i) information that is published or otherwise becomes available to the general public without breach of this Agreement; (ii) information that has been furnished or made known by a third party that is not known by Hot Pepper Videos to be subject to an obligation of confidentiality to the Client; (iii) information that was in Hot Pepper Videos’s possession without confidentiality restrictions prior to the date of disclosure to Hot Pepper Videos; (iv) information developed by Hot Pepper Videos independently of confidential information furnished to it; and (v) general information of a nonproprietary nature. In addition, if Hot Pepper Videos is required to disclose information in response to law, rule, court order, or other legal process, Hot Pepper Videos may do so without breach of its obligations of confidentiality. In the event of such required disclosure, Hot Pepper Videos will use reasonable efforts to notify the Client of the planned disclosure and will cooperate with the Client, at the Client’s request and cost, in lawfully opposing any such required disclosure.
4. Limitation of Liability
(a) Hot Pepper Videos’s aggregate liability on all claims of any kind, whether based on contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, for all losses or damages arising out of or relating to this Agreement or Services will in no case exceed the fees actually paid to Hot Pepper Videos under this Agreement.
(b) In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise will Hot Pepper Videos, its subcontractors, officers, directors, owners, employees, agents, representatives and affiliates be liable for special, incidental, exemplary, punitive, consequential, or indirect damages, including without limitation lost sales or profits. The foregoing limitations and disclaimers will apply irrespective of whether the possibility of such damages has been disclosed to Hot Pepper Videos in advance or could have reasonably been foreseen by Hot Pepper Videos.
This Agreement may be terminated by either party if the other party commits a material breach of the terms hereof and fails to remedy the breach within 14 days of receiving written notification from the terminating party specifying the breach and requiring its remedy. Hot Pepper Videos may terminate this Agreement, effective upon 7 days’ written notice to the Client, if Hot Pepper Videos has requested Client input or feedback needed for the Services and more than three weeks have elapsed without the Client providing the requested input or feedback, unless the Client provides the requested input or feedback prior to the effective date of termination provided in the notice.
On termination of this Agreement, or a postponement of the Services requested by the Client and agreed to by Hot Pepper Videos, for any reason, Hot Pepper Videos may invoice the Client, and the Client will pay Hot Pepper Videos, as set forth in the Change Management and Cancellation Policy or, if the termination or postponement is not addressed in that Policy, for all Services rendered and costs and expenses incurred to the date of termination or postponement. Any advance payment of fees will be credited against the amount due.
Any notice required to be given under this Agreement must be given in writing by email, with a hard copy of the notice delivered by personal delivery or sent by a major overnight delivery service, for delivery in either case no later than the close of the second business day following the email notice. Notices will be deemed given on the first business day after the email was sent, as determined in British Columbia. Notices sent to Hot Pepper Videos must be sent to firstname.lastname@example.org, with the subject line containing “Legal Notice”, and with the hard copy sent to the address given on the “Contact Us” page at hotpeppervideos.com/contact/ (or successor page or site). Notices sent to the Client must be sent to the email address provided by the Client in this Agreement or to such other email address as the Client may from time to time designate by notice, and the hard copy may be sent to the address, if any, provided by the Client for notice purposes or, if the Client has not provided such an address, to any other physical address provided by the Client to Hot Pepper Videos.
(a) General Pricing, fee quotations and proposals for Services are in US Dollars, subject to change, amendment or withdrawal by Hot Pepper Videos at any time prior to the Client’s payment of the first invoice issued by Hot Pepper Videos for the Services.
(b) Hot Pepper Videos will not be liable for any delay in performance or inability to perform due to force majeure, including without limitation any acts of God, acts or omissions of the Client, major equipment failures, loss of electrical power or internet connectivity, or any other act, omission, or occurrence beyond Hot Pepper Videos’s reasonable control. If Hot Pepper Videos’s performance is delayed by force majeure, the time for performance will be extended by the length of the delay.
(c) The parties hereby agree that each provision herein will be treated as a separate and independent clause, and the unenforceability of any one clause will in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement is for any reason held to be excessively broad as to scope, activity, subject or otherwise unenforceable at law, such provision or provisions will be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with applicable law.
(d) This Agreement and all aspects of the relationship between the parties hereto will be construed and enforced in accordance with and governed by the laws of the Province of British Columbia, Canada, without regard to its conflict of laws provisions.
(e) This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof. All other negotiations and agreements (written or oral) between the parties relating to the subject matter hereof are superseded by this Agreement, and there are no representations, warranties, understandings, or agreements other than those expressly set forth herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not strictly for or against either party hereto.