CLEANINGSEO PROMO VIDEOS TERMS OF SERVICE
Updated: December 21, 2016
1.0 TERMS AND CONDITIONS
CLEANINGSEO.COM(hereinafter referred to as “CLEANINGSEO”) agrees to provide the Client(hereinafter referred to as “CLIENT” or “YOU”) with a custom promo video (hereinafter referred to as “PROMO VIDEO”) as described below. By placing an order for a PROMO VIDEO, the CLIENT confirms they have read the Terms and Conditions of this Agreement in its entirety, and agrees to be bound thereby.
1.2 TERM OF AGREEMENT
This Agreement shall begin immediately upon the ordering of a PROMO VIDEOby the CLIENT and be considered fulfilled and completed upon the successful delivery of the PROMO VIDEO to the CLIENT.
1.3 INDEPENDENT RELATIONSHIP
CLEANINGSEO shall perform all the Services herein as an Independent Contractor and not as an employee of the CLIENT. Nothing in the Agreement will be deemed to constitute a partnership or joint venture between CLEANINGSEO and the CLIENT nor will anything in the Agreement be deemed to constitute CLEANINGSEO or the CLIENT the agent of the other. It is agreed and acknowledged that CLEANINGSEO may also provide the services to other persons, firms, corporations and or organizations during the term of this Agreement.
1.4 MANNER OF SERVICES
CLEANINGSEO shall control the manner in which the PROMO VIDEO is performed & completed and shall be responsible for determining how to do the work and what resources and time are required or whether or not other people shall be retained by CLEANINGSEO for the purpose of delivering the PROMO VIDEO.CLEANINGSEO shall have the right and authority to delegate the PROMO VIDEO to anyone they so choose including but not limited to employees, contractors, subcontractors, and freelancers.
1.5 COPYRIGHT AND CONTENT
The CLIENT acknowledges that the content provided to CLEANINGSEO by the CLIENT to be used in the PROMO VIDEO is the sole responsibility of the CLIENT and not in any way the responsibility of CLEANINGSEO.
CLEANINGSEOreserves the right to identify itself as the production company of the PROMO VIDEO. CLEANINGSEO will place one logo and accreditation at the end of the PROMO VIDEO. This logo may not be removed without the prior consent of CLEANINGSEO.
The CLIENT also grants permission to CLEANINGSEO to upload the PROMO VIDEO to CLEANINGSEO’s website and social media platforms, and to showcase the video in our online and offline portfolios.
1.6 OWNERSHIP OF PROMO VIDEO
Upon completion and delivery of the PROMO VIDEO to the CLIENT by CLEANINGSEO, the CLIENT fully owns all rights to the PROMO VIDEO.
1.7 DELIVERY OF THE PROMO VIDEO
CLEANINGSEO will deliver the completed PROMO VIDEO to the CLIENT in HD format through a file transfer service. (example: Dropbox, WeTransfer)
1.8 TIME FOR COMPLETION
CLEANINGSEO agrees to provide the completed PROMO VIDEOto the CLIENT within 10-30 days provided the CLIENT provides and co-operates with CLEANINGSEO as per the terms and conditions contained herein.
1.9 SUPPLY OF MATERIALS
The CLIENT must supply all materials and information required by CLEANINGSEO to complete the PROMO VIDEO. Such materials may include, but are not limited to, photographs, written copy, logos and other material. Where there is any delay in supplying these materials to CLEANINGSEO which leads to a delay in the completion of PROMO VIDEO, CLEANINGSEOshall have the right to extend the time for completion by a reasonable amount.
CLEANINGSEO shall have the right to limit the number of revisions to a reasonable amount and may charge for additional revisions if the CLIENT makes a change to the original design. Our PROMO VIDEOdevelopment phase is flexible and allows certain variations to the original specifications. However, any major deviation from the specification will be charged at the rate of $100.00 per hour.
2.1 PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation. During development, there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.
2.2 APPROVAL OF WORK
On completion of the PROMO VIDEO the CLIENT will be notified and have the opportunity to review it. The CLIENT must notify CLEANINGSEO in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to CLEANINGSEO as unsatisfactory within the 7-day review period will be deemed to have been approved by the CLIENT. Once approved, or deemed approved, work cannot subsequently be rejected and the PROMO VIDEO will be deemed to have been completed.
2.3 REJECTED WORK
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
2.4 PAYMENT CURRENCY
All payments made to CLEANINGSEO shall be in the form of lawful currency of the United States (US Dollars).
The CLIENT agrees to pay CLEANINGSEOa one time fee as per the video order they have placed on the website www.cleaningseo.com prior to CLEANINGSEO beginning any production work on the PROMO VIDEO.
2.6 NO REFUNDS
All fees are non-refundable.
2.7 BONUS OR OTHER COMPENSATION
In the event CLEANINGSEO provides other services to the CLIENT, CLEANINGSEO will inform the CLIENT of the total cost for the other services and will require a signed work order, quote, estimate or contract along with payment for the services from the CLIENT before the other services begin.
2.8 WARRANTY AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
The CLIENT must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, company logos, names and trademarks, or any other material that you supply to us to include in your PROMO VIDEO. You agree to indemnify us and hold us harmless from any claims or legal actions related to the content of your PROMO VIDEO.
2.9 CONSEQUENTIAL LOSS
CLEANINGSEO shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify CLEANINGSEOfrom any claim, penalty, tax, tariff loss or damage arising from your use of Internet electronic commerce.
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of CLEANINGSEOunder any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
3.2 INDEMNITY AND WAIVER
The CLIENT agrees to indemnify and save harmless CLEANINGSEO, its employees, agents, officers, and directors from any Claims arising as a result of or in relation to your relationship with CLEANINGSEO.
In no event, will CLEANINGSEO be liable to the CLIENTfor any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if CLEANINGSEO has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the PROMO VIDEO; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.CLEANINGSEO’s liability for any claims made by the CLIENT or third parties will be limited to the fees charged and collected from the CLIENTfor the production of the PROMO VIDEO.
3.3 TIME ZONE
All references in this Agreement regarding times, business days, statutory holidays and notices are as per Eastern Standard Time, and the City of Toronto, Ontario, Canada.
3.4 LEGAL MATTERS
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
3.5 GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3.6 EXECUTION AND COUNTERPARTS
Each Party acknowledges that prior to the execution of this Agreement, it read this Agreement, it had the opportunity to be advised by an independent legal advisor if it so desired, and that it understands and agrees to be bound by this Agreement. This Agreement may be executed in any number of counterparts, which, taken together, will constitute one Agreement. It is further agreed that faxed or electronically delivered copies of this instrument are deemed as legally binding as the original. This Agreement constitutes the entire Agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior Agreements or understandings of the Parties pertaining to that subject matter.
3.7 CONTACT CLEANINGSEO
The CLIENT can contact CLEANINGSEO at any time by submitting the form on our contact us page, or by submitting a support ticket. CLEANINGSEO will do our best to respond within (1) one business day.