(1) PROCEDURE: CLIENT has requested certain production services from MWAC by either completing the MWAC Production Inquiry Form, by speaking with MWAC personnel, or by other means. MWAC has reviewed such production request, and has issued to CLIENT a numbered itemized invoice (the “Invoice”) stating the production services to be performed by MWAC (the “Services”) and the total amount CLIENT will pay MWAC for the Services (the “Invoiced Amount”). CLIENT has fully reviewed the Invoice, the Services, and the Invoiced Amount, and agrees that they are accurate and binding. CLIENT has completed the bottom of this Agreement, including providing CLIENT’S legal name and address, signature, and the unique shoot number contained on CLIENT’S Invoice.
(2) PAYMENT & FEES: CLIENT will pay MWAC the Invoiced Amount within 30 days of the initial shoot date. Credit card payments are subject to a 4% surcharge of total invoice. Overdue payments are subject to a late fee of $250 plus 2.0% interest per month on the outstanding balance. In the event CLIENT does not pay the Invoice within 30 days of the shoot date, CLIENT will pay all collection and attorneys’ fees required to collect on any debt CLIENT owes to MWAC. A booking requested by CLIENT within 48 hours of the start time will be charged an additional $350 rush fee, and CLIENT will be required to pay 50% of the Invoiced Amount immediately and in advance of the shoot. MWAC will have no obligation to provide any Services in the absence of CLIENT digitally signing this Agreement at the bottom and complying with its terms. The terms of this Agreement will be binding on CLIENT regardless of whether CLIENT has completed or signed this Agreement.
(3) CHANGES TO SERVICES: In the event that CLIENT requests additional production services not stated in the Invoice, CLIENT will be charged for such additional services at MWAC’s standard rates. CLIENT may increase the period of service on the shoot date for an additional charge, provided MWAC crew members are available. If CLIENT and MWAC crew members agree to increase the period of service, CLIENT will immediately advise MWAC’s main office regarding the increased period, and CLIENT will be subject to an additional overtime fee of 1.5x the hourly rate per booked crew member. CLIENT may not decrease the period of service on the production date.
(4) CANCELLATION/POSTPONEMENT: CLIENT understands that by entering into this agreement, MWAC and its crew members are foregoing other media production jobs. If CLIENT cancels a shoot within 48 hours of the shoot’s start time, CLIENT will be charged a 50% cancellation fee. If CLIENT cancels a shoot within 24 hours of the shoot’s start time, CLIENT will be charged the full fee.
(5) COPYRIGHT & PROHIBITED USES: CLIENT will solely own and be solely responsible for all footage, images, and sound shot for CLIENT by MWAC crew members (the “Footage”). The Footage shall be deemed a work-made-for hire for CLIENT. CLIENT will be solely responsible for all legal clearances and obtaining any required legal releases and other agreements with respect to the Footage, and MWAC will not be listed in any releases or agreements, or have any responsibility to third parties with respect to Footage. CLIENT warrants and represents that CLIENT’S creation and use of the Footage will not be dangerous, illegal, obscene, pornographic, vulgar, threatening, malicious, defamatory, harmful, imposing risk of injury to MWAC crew members or other persons, invasive of privacy or publicity rights, or infringing or violating the rights of any third party. CLIENT will indemnify, defend, and hold harmless MWAC, its shareholders, officers, employees and crew members from any breach of its warranties and representations hereunder. CLIENT may request that MWAC crew members distribute release forms on set and obtain signatures, provided that the release forms are provided prior to the first shoot date, and MWAC and the crew members incur no liability with respect to the releases and their signing.
(6) CONFIDENTIAL INFORMATION/NO SOLICITATION OF MWAC CREW MEMBERS. CLIENT acknowledges that certain information regarding MWAC’s network and use of vetted crew members, including their contact information, is confidential, proprietary, and a trade secret of MWAC (such information, “MWAC Confidential Information”). CLIENT will keep confidential all MWAC Confidential Information unless it is previsouly and readily available in the public domain, lawfully known to CLIENT, or required to be disclosed pursuant to court order. With respect to MWAC crew members who perform services for CLIENT, CLIENT will not directly solicit or hire such MWAC crew members for work or employment, but will direct all such requests to MWAC. CLIENT agrees that MWAC will be irreparably harmed and entitled to injunctive relief if CLIENT discloses MWAC Confidential Information or hires, or threatens to hire, MWAC crew members in violation of this Agreement.
(7) INSURANCE/LIABILITY. MWAC’s crew members are independent contractors of MWAC, and MWAC will have no liability for any torts or acts of negligence by MWAC crew members or any other persons during production shoots for CLIENT. All such risks of injuries, damages, and losses are assumed exclusively by CLIENT. MWAC may have, but is not obligated to have, insurance that may provide limited coverage for accidents or damage caused by MWAC crew members. But in no event will such insurance cover liability or damage caused by individuals who are not MWAC crew members. CLIENT must have or obtain all insurance that it deems advisable for the Services and the shoot, and all such insurance must be primary in covering any injuries, damages, or losses.
(8) MEDIA REVIEW, FOOTAGE, AND WAIVER OF RIGHTS. CLIENT is responsible for viewing the Footage immediately upon its receipt. Unless otherwise agreed in writing, MWAC only guarantees that the Footage will contain a basic unedited and raw video image with live sound. It is understood that the Footage will not be error-free. Any complaints by CLIENT regarding the Footage, such as that there is no image or sound, must be made in writing delivered to MWAC, along with the hard drive containing the Footage, within one (1) week of CLIENT’S receipt of the Footage. CLIENT’S failure to make such a timely complaint permanently waives and forfeits CLIENT’S right to any refund, remedy, or damages. In the event CLIENT makes a timely valid complaint, and MWAC agrees with CLIENT that there was a failure to provide CLIENT with footage of the shoot, CLIENT will be refunded any fee that it paid for that shoot, but no other amount.
(9) LIMITATION OF DAMAGES. MWAC, ITS AFFILIATES, EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS AND ITS SUPPLIERS SHALL NOT BE RESPONSIBLE FOR NOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO A FAILURE TO PROVIDE ANY FOOTAGE FROM A CLIENT’S SHOOT. CLIENT AGREES THAT ITS TOTAL DAMAGES FOR ANY FAILURE BY MWAC TO PROVIDE FOOTAGE OF A SHOOT WILL BE STRICTLY LIMITED TO THE FEE CLIENT PAID FOR THE SHOOT. IF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF MWAC UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE GREATER OF FOUR HUNDRED DOLLARS ($400.00) OR THE LOWEST AMOUNT ALLOWED BY LAW.
(10) MEDIA STORAGE: MWAC may, but is not obligated to, hold a safety copy of Footage for up to 30 days following CLIENT’S shoot. Thereafter, MWAC shall permanently delete such safety copy. MWAC highly recommends that upon receiving the shoot media CLIENT immediately make a second copy of the Footage to another hard drive. It is best practice to always keep two copies of media in two different hard drives.
(11) ARBITRATION: Except for MWAC’s right to seek injunctive relief under Paragraph 6, all disputes, controversies or differences which may arise between the parties of or in relation or in connection with this Agreement or the breach thereof shall be finally settled by binding arbitration conducted by the Independent Film & Television Alliance (“IFTA”) in New York City, State of New York in accordance with the then existing rules of the IFTA. The arbitrator shall apply New York law, and judgment upon the award by the arbitrators may be entered in any court having jurisdiction thereof. The prevailing party in any legal action or legal proceeding under this Agreement shall be entitled to recover reasonable attorneys’ fees, costs and expenses.
(12) MISCELLANEOUS LEGAL PROVISIONS: This Agreement, including the Invoice incorporated by reference herein, contains the entire understanding between MWAC and CLIENT. It supersedes all prior agreements between the parties. The only way to add or change this agreement is to do so in writing, signed by both parties. Neither party may assign this Agreement or any of its rights or obligations hereunder to any other person or entity without the prior written consent of the other party. The parties are independent contractors with respect to each other, and nothing herein shall create any association, partnership, joint venture or employment relationship between the parties. If any portion of this Agreement shall be construed by an arbitrator or judge as unenforceable, such portion shall be severed, and the balance of this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts, each of which will be deemed an original, all of which together will constitute one and the same agreement. This Agreement may be executed digitally, via facsimile signature, or by scanned original sent via email. If CLIENT is an organization, the person signing this Agreement on behalf of CLIENT has full authority to do so. Ambiguities, if any, in this Agreement will not be construed against the drafter. MWAC may cancel this Agreement if it has not been fully and properly completed, signed and submitted by CLIENT, and returned by MWAC.