Services

Terms & conditions

In consideration of the mutual covenants and agreements set forth in this set of terms and conditions, the Parties agree as follows:

  1. Obligations. During the term of this agreement (“Agreement”), Motion Video, LLC (“Company”) will use good faith and reasonable efforts to supply Client with needed marketing services and such other services (the “Services”) as it set forth on the attached package (the “Package”).
  2. Pricing, Specifications, Payments, and Related Terms.
    1. Pricing. Company shall provide monthly marketing services for a fee selected by the client. The total monthly fee is determined by the Client upon check out on Motion’s website.
  3. Term. “Term” means either the Initial Term or the then-current Renewal Term.
    1. Initial Term. The initial term of this Agreement is one month, defined as a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month except that if there is no numerically corresponding day in that next succeeding calendar month, that period shall end on the last day in that next succeeding calendar month(“Month”) and will begin on the date which the Client subscribes and checks out and continues unless terminated as referenced in Section 4. Early Termination.
    2. Automatic Renewal. Subject to paragraph 3.3, at the end of each Term this agreement will automatically renew for a renewal term of the same length as the initial term length (“Renewal Term”).
    3. Election Not to Renew. Either party may elect not to renew this Agreement, by providing notice to the other party with 30 days written notice prior to the end of a Term.
    4. Effect of Election Not to Renew
      1. All work by Company will stop thirty (30) days after receipt of an election not to renew, any unused rollover minutes not used in the thirty (30) days after an election not to renew shall be unusable after that time. 
      2. Company will cease paying the hosting and recording platform fees and will remove all Client files thirty (30) days after receipt of an election not to renew. 
  4. Early Termination. Either Party may terminate immediately if (i) the other Party files a petition for relief in bankruptcy; or (ii) a petition for relief is filed by or against the other Party, without a dismissal of the petition within sixty (60) calendar days after the filing. Upon termination of this Agreement, Client will immediately pay Company all amounts owed to Company as of the date of the termination. Upon termination of this Agreement, the respective obligations of the parties under this Agreement will be of no further force and effect, except for the obligation of payment to Company and the parties obligations of Confidentiality under Section 6. 
  5. Warranty and Limitation of Liability. Company warrants that it will use its good faith efforts to complete the Services requested by the Client and agreed to in a Package.  The warranties set forth in Sections 1 and 6 are exclusive and in lieu of any other warranties, express or implied, which are hereby disclaimed and excluded by company, including any warranty of merchantability or fitness for any particular purpose or use.
    Limitation of liability: In no event shall either Party be liable for any special, indirect, punitive or consequential damages, even if advised in advance of the likelihood of such damages. Except for Client’s obligation to pay Company and each Party’s obligation under Section 7, in no event shall either Party be liable to the other Party for any amount, under any theory of law, in excess of the amount paid by Client to Company in the past twelve months.  This provision shall survive termination of this Agreement for any reason. 
  6. Deliverables. Company shall provide Client with the deliverables listed in the Package. Deliverables shall be provided and stored in a cloud-based environment. All deliverables issued shall be considered approved unless Client requests modifications within seven (7)  business days.
  7. Confidentiality. Each Party shall maintain the confidentiality of the other Party’s confidential information, including, but not limited to, the Company’s intellectual property, for so long as such confidential information is not publicly available through no fault of the Party who received the confidential information. In the event of any breach, or proposed breach of this section, the parties agree that the non-breaching Party may seek injunctive relief in addition to any other rights of such non-breaching Party. This section shall survive termination of this Agreement for any reason.
  8. Indemnification.  Each Party will indemnify, defend, and hold the other Party and its members, owners, officers, directors, employees, and agents and their respective successors and assigns harmless from and against all damages actually suffered, incurred, or realized by such Party caused by, arising out of, or resulting from any misrepresentation, breach of warranty, or breach or default of any covenant or agreement made or undertaken by a Party in this Agreement or any injury to a person caused by a Party.
  9. Revisions. Revisions to any materials provided to Client shall be requested within seven (7) business days of delivery, and after a revision request, Company will make reasonable revisions (as determined by Company) within three (3) business days. Client shall get one (one) revision request on all deliverables. 
  10. Client Responsibilities. In order to have Services provided as smoothly as possible, client agrees to:
    1. Provide Company with a single point of contact, who will handle all communication with Company via the Company portal. 
    2. All feedback for Company will be documented by Client in the Company portal. 
    3. Limit all podcast episodes to no more than seventy (70) minutes, failure to keep podcasts under this length may result in additional charges and fees at the discretion of Company. 
  11. Work Made for Hire. It is the intention of the parties that all rights, including, without limitation, copyright in any reports, surveys, marketing, promotional, and collateral materials prepared by Company under this Agreement for Client (the “Work”) shall vest in the Client. The parties expressly acknowledge that the Work was specially ordered or commissioned by the Corporation, and further agree that it shall be considered a “work made for hire” within the meaning of the copyright laws of the United States, and that the Client is entitled as author to the copyright and all of the rights to the Work, throughout the world, including, but not limited to, the right to make such changes in the Work and such uses of the Work, as the Client may determine in its sole and absolute discretion.
  12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to its choice of laws provisions.  All claims shall be settled in a state or federal court located in the Commonwealth of Virginia. Both parties waive any claim of forum inconvenience.
  13. Notices and Authority to Bind. All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally to the recipient, or when sent to the recipient by fax (receipt confirmed), or by email (receipt confirmed) to the Parties’ representative.  Unless otherwise provided to Company, Company may rely on any Client representative for approval of any matter related to the Services.
  14. Rollover Minutes. If Client does not use the allocated episodes in a given month, Client will be able to rollover unused episodes to subsequent months. By way of example and not limitation, if Client’s Services are for two podcasts per month, but Client only has one podcast produced in a given month, the unused podcast will be allocated to Clients account for future use, subject to the conditions in Section 3, paragraph 4. 
  15. Add-On Initiatives and Additional Fees. Company reserves the right to charge additional fees where deemed appropriate in the sole discretion of Company, but specifically in the following circumstances:
    1. The intro and outro are recorded by a professional voiceover artist, and Client shall get one re-record; should client want additional recordings of the intro and outro there will be an additional charge to Client. 
    2. Any additional work or deliverables Client may request not included in the monthly allotment of Services shall be negotiated and agreed to in a separate agreement for additional fees. Any additional services requested will go through Company’s portal. 
    3. If Client wants source materials (for example, lower thirds, footage, etc.), there will be an extra charge, determined by Company in its sole discretion, to cover cost of creating the package for Client. 
  16. Use of Name and Logo. Client hereby grants to Company the express right to use Client’s name and logo in marketing, sales, financial, and public relations materials and other communications solely to identify Client as a Company customer. Other than as expressly stated herein, neither party shall use the other party’s marks, codes, drawings or specifications without the prior written permission of the other party.
  17. Miscellaneous. Neither this Agreement nor any right, interest, or obligation hereunder may be assigned or assignable by either Party in whole or in part without the prior written consent of the other Party, except by Company in the event of a sale or merger. Neither Party will be responsible for failure or delay due to causes beyond its control in performing under this Agreement, except for the obligation of a Party to make payments hereunder. All exhibits and schedules attached to this Agreement are fully incorporated into this Agreement.
  18. Entire Agreement; Amendments. This Agreement sets forth the final expression of agreement between the Parties with respect to the subject matter hereof, and is a complete and exclusive statement of the terms and conditions of their relationship, and there are no other agreements or understandings, written or oral, between the parties with respect thereto.
  19. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby 
  20. No Agency or Partnership. Nothing contained in this Agreement will be deemed or construed to create a relationship of principal and agent or of partnership or of joint venture.  Each Party shall be deemed an independent contractor.