Terms and Conditions
1.0 CONFIDENTIALITY AGREEMENT
Red Ivy will not disclose information regarding Client to other Clients. Notwithstanding the foregoing, Red Ivy may advertise that Client’s media was produced by Red Ivy.
1.1 DEPOSIT AND PAYMENTS
First month’s payment is required to secure pricing and availability, and is non-refundable. Subsequent payments will be automatically deducted from Client’s credit card or paypal information on or about every 30 days from the original date of purchase.
1.2 TERM OF AGREEMENT
The Term of this Agreement will begin on the Effective Date and continue for a period of two (2) years. The Agreement shall automatically renew for one (1) year Terms unless (i) either party terminates for any reason upon sixty (30) days prior written notice to the other party; (ii) one party notifies the other party that the other party is in material breach of its obligations under this Agreement and such breach (if curable) is not cured with ten (10) days of such notice; or (iii) both parties agree to terminate by mutual written consent. Such termination shall relieve Red Ivy of its obligation to provide any further consideration pursuant to this Agreement.
2.0 SERVICES PROVIDED
Depending on the monthly plan selected (Photo Marketer or Video Marketer), client is entitled to the following services:
2.01 Website Design + Development
Red Ivy to design, develop, implement and host Client’s Video Business Card website using HTML, to create the site, and GoDaddy to host the site. Vimeo.com will be used to maintain client videos. The Video Business Card™ video includes one round of post production editing - up to 2 hours. All edits must be requested within 3 business days of delivery of video.
2.02 Custom Website Domain Name
Red Ivy will purchase and maintain your custom domain name as part of your monthly package.
2.03 Video Interview
Your “Video Marketer” Video Business Card includes one (1) 30 second interview video. Each 30 minute session is conducted at Red Ivy’s video studio. Each video includes 3 hours of post production editing and one (1) client revision.
2.04 bRoll Footage
B-roll is the extra footage captured to enrich your story. Instead of featuring only talking heads, your video will cut away to directed scenes that add dimension to your story. Your “Video Marketer” Video Business Card includes up to 4 scenes, captured at Red Ivy’s studio. On-location bRoll (at your office/business) are available for upgrade.
2.05 Headshot Photography
Each session is up to 30 minutes and takes place at Red Ivy’s studios. Your 30 minute session includes studio time and 2 retouched images. Additional images may be purchased for a nominal amount.
2.06 Marketing Seminars
Red Ivy marketing seminars are open to the public at the full price of admission. Video Business Card monthly subscribers will receive notifications of events in advance, and depending on Client’s membership level, may be entitled to receive discounts.
2.07 Favorite Charity Banner Design
Red Ivy will design Client’s VBC charity banner, using digital assets provided by Client. Client is responsible for obtaining prior written consent for use of charities’ digital assets.
2.08 Discounted Photography + Videography
Depending on Client’s membership level, Client is entitled to receive discounts on photo, video, marketing and event services. Membership discounts are found at [vbc.website/benefits.html]
2.0 ADDITIONAL WORK
Any additional work required or requested, which falls outside of the services to be provided pursuant to this Agreement and as described in the Proposal, will be charged to Client and will be due upon receipt of any such additional work. Red Ivy agrees to notify the Client of the amount before such costs are incurred, and shall proceed only after receiving written approval.
2.1 CHARITY / ADVERTISING BANNER
During the term of this Agreement, Client agrees to display [380x80] banner identifying (i)Client or Red Ivy charity of choice (ii) Red Ivy’s and Red Ivy’s client’s marketing, advertising, and promotional media, in the manner (placement, form, content, etc.) reasonably determined by Red Ivy in its sole discretion. Red Ivy agrees to provide all the necessary content and materials
3.0 LICENSE OF INTELLECTUAL PROPERTY
Client is the sole owner of all right, title, and interest to all Client information, including Client’s logo, trademarks, trade names, and copyrighted information, unless otherwise provided. It is understood that Client retains the right to review and approve in advance all uses of such intellectual property, which approval shall not be unreasonably withheld. Upon termination or expiration of this Agreement, all rights and privileges for use of the Client’s property shall expire, and each party shall discontinue the use of such other party’s Property.
3.1 RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall be deemed or construed to place the parties in the relationship of partners, joint venturers, principal-agents, or employer-employee, it being understood that the parties hereto are and will remain independent contractors in all respects and neither party shall have any right to obligate or bind the other in any manner whatsoever.
Sponsor shall indemnify and hold harmless Client, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from and against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, employees, or agents; (ii) any use of Sponsor’s name, logo, Web site, or other information, products, or services provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. This indemnity shall require the payment of costs and expenses by Sponsor as they occur. This section shall survive any termination or expiration of this Agreement.
Confidential Information is all information that is marked as such and all other information which a reasonable person would consider to be confidential. Confidential Information shall include, but is not limited to, information regarding the organization, its operations, programs, activities, financial condition, and membership or customer lists. During the Term, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purposes. Each party shall restrict disclosure of the other party’s Confidential Information to its employees and agents with a reasonable need to know such Confidential Information, and shall not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party.
3.4 OWNERSHIP OF USE
Upon payment in full ownership of all produced media files will transfer from Red Ivy to Client with lifetime use and display rights. Red Ivy retains all copyright for produced video, photo and audio files.
3.5 LIMITATION OF LIABILITY
Notwithstanding any provision to the contrary, Red Ivy’s total liability to Client for all losses, damages, costs, and expenses shall not exceed the amount paid to Red Ivy under this agreement.
3.6 AUTHORITY TO CONTRACT
Each of the parties hereto represents and warrants that it has full right and power to enter into this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity, and that the execution and performance of this Agreement will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either party has agreed, or is a party, or may be bound.