Last Updated February 19, 2022.

These Terms of Service (“Terms of Service” or “Terms”) are a legally binding agreement that applies to the Services rendered by Zazzify, LLC, a Louisiana limited liability company (“Company”) and to you, the Client (the “Client”). By working with Company, you agree and are bound by these terms and conditions.

1. Services. Company shall provide video production, video editing, and video consulting service(s) for Purpose of Services (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”) or by subscribing to a Subscription plan (“Subscription”). Company shall perform Services in a prompt manner and have the Final Product or service (“Deliverable”) ready for Client. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.

2. Fees. For performance of the Services and rendering the Deliverable, Client shall pay to Company all fees due under the applicable SOW or Subscription.

3. Dates of Performance. Company will begin performing services upon receipt of the signed Agreement or Subscription. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date as agreed upon between Company and Client.

4. Change in Services. If Client desires changes to the SOW or Subscription, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW or Subscription. The parties may execute additional amendments describing Services, which will become part of this Agreement upon execution by Company and the Client either via a revised SOW or enrollment into a new Subscription. Company allows Client to switch Subscriptions at any point during the Subscription period. If Client downgrades a Subscription, Company will pro-rate billing to reflect Subscription change.

5. Termination. If Client cancels the project at any time after the SOW has been executed, Client agrees to pay 25% of the Total Cost as outlined in the SOW. If Client requests to cancel Subscription, Client agrees to pay company for any outstanding amount due for services performed within the billing month. Upon Client request to cancel Subscription, Company agrees to cancel subscription immediately and invoice Client for any outstanding amount due to Company. Any amount due for services performed by Company will be billed to Client and Client shall promptly pay. Upon settlement of funds due to Company, all Client provided materials will be returned to Client and all Client use rights in the work in process as described in Section 8 will be transferred to Client.

6. Payment of Services. In exchange for Company’s Services under this Agreement, Client shall pay Company the contract price set forth in the SOW or Subscription. Company will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall pay any outstanding amount NET 30 payment terms or in accordance to the Subscription billing schedule. If Client enrolls into a Subscription, Client authorizes Company to charge credit card or bank information provided by Client for all current and future payments. Client is restricted from using any form of the Deliverable until final payment is received. Client shall pay travel and other expenses incurred by the Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes.

7. Representations and Warranties.

7.1 Company’s Representation: Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

7.2 Client’s Representation: Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

7.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Ownership of Deliverables. “Intellectual Property Rights” means any and all (a) rights associated with works of authorship, including but not limited to copyrights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents and (c) all other intellectual property rights in any jurisdiction throughout the world. To the fullest extent permitted by law, the Company retains ownership in all Intellectual Property rights of the Deliverable. Further, the Company retains all ownership and Intellectual Property Rights to the raw video footage, music, images, and other components comprising the Deliverable for its future use. Upon full payment of the deliverable, Company grants Client a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the Deliverable. Client shall retain sole ownership of all Intellectual Property Rights in connection with any original material it provides to Company for use within the Deliverable. If termination occurs under Section 6, Company shall retain ownership in all Intellectual Property Rights and to the raw video footage, music, images, and other components comprising the work in process up to the date of termination. After a termination under Section 6 and upon full payment for the work in process, Company will grant Client a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the work in process. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverable, work in process, or the music, images, and other components that comprise the Deliverable or work in process.

9. Indemnification. Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable.

10. Limitation of Liability. COMPANY HAS NO OTHER LIABILITY THAN AS DESCRIBED IN THIS AGREEMENT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO COMPANY HEREUNDER.

11. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.

12. General. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.

13. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Louisiana and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court and each party irrevocably submits to the jurisdiction and venue of such courts.

14. Publicity. Client authorizes Company to use its name, logo and/or trademark in connection with certain promotional materials that Company may disseminate to customers and prospects; provided that Company has provided Client with at least 2 weeks prior written notice of any such use and Client has consented in writing. Client agrees that consent will not be withheld unreasonably. The promotional materials may include, but are not limited to, case studies, brochures, videos, website, press releases, digital advertising and/or any other materials relating to the services provided to Client by Company.

15. Remedies. Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor.

16. Force Majeure. Neither party shall be liable, for any failure of or delay in the performance of this agreement for the period that such failure or delay is occasioned by pandemic, an epidemic, fire, act of war, information network malfunction, government order or any other: (a) beyond the reasonable control of a party, (b) materially affects the performance of any of its obligations under this agreement, and (c) could not reasonably have been foreseen or provided against but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

Contact Us

If you have any questions about this Terms of Service You can contact us:

By email: legal@zazzify.io