Client Agreement

  1. PARTIES: This Client Agreement ("Agreement") is entered into as of the date of acceptance of the estimate by and between Warp Zone Post, LLC, with its principal place of business at 1151 10th St, Manhattan Beach, CA 90266, hereinafter referred to as "Company," and the client ("Client") as identified in the attached estimate.

  2. SCOPE OF SERVICES: Client engages Company to provide video post-production services in a timely manner as detailed in the estimate to which this Agreement is attached and as otherwise agreed upon by both parties ("Services").

  3. ACCEPTANCE OF TERMS: By accepting the estimate attached to this Agreement, Client agrees to be bound by the terms of this Agreement effective as of the date of such acceptance.

  4. OWNERSHIP OF CONTENT: Client represents and warrants that it owns or has obtained all necessary rights, licenses, and permissions to use any and all content provided to Company for the purpose of producing the video ("Content"). Content includes all media and materials provided by Client to Company by any means, including where Client instructs Company to retrieve media or materials from any location including but not limited to file sharing repositories, websites, or other sources. The parties acknowledge that, as between them, the Content remains the property of Client.

  5. ORIGINAL MUSIC AND SOUND EFFECTS: Any original music and/or sound effects composed by Company and used in the Client's video(s) shall be considered the exclusive property of Company. Client agrees that Company retains all right, title, and interest in and to such music, including but not limited to copyright to such original music.

  6. INDEMNIFICATION: Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, and agents (the “Indemnified Party”) from and against any and all claims, liabilities, damages, losses, fines, fees, costs, and expenses (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Indemnified Party in connection with any third-party claim, suit, action, demand, proceeding, or judgment, but only to the extent arising out of or related to:

    1. the Indemnifying Party’s breach of this Agreement;

    2. the Indemnifying Party’s negligence, gross negligence, willful misconduct, or violation of applicable law; or

    3. any materials, content, or services supplied by the Indemnifying Party that infringe or misappropriate a third party’s intellectual property rights.

    The Indemnified Party shall promptly notify the Indemnifying Party of any such claim, and the Indemnifying Party shall have the right to assume the defense of the claim with counsel of its choice. The Indemnified Party may participate in such defense at its own expense.

  7. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA OR CONTENT, BUSINESS INTERRUPTION OR SIMILAR DAMAGES OR LOSS, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

  8. TERMINATION: Either party may terminate this Agreement upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

  9. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by the laws of the State of California, excluding conflicts of laws principles. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the state or federal courts located in the County of Los Angeles, California, and each party irrevocably submits to the exclusive jurisdiction of such courts. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees.

  10. ENTIRE AGREEMENT: This Agreement, together with the attached estimate, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. In the event of any conflict between the provisions of this Agreement and the provisions of any separately negotiated contract executed by both parties covering the same subject matter, the terms of the separately negotiated contract shall control. The provisions in this Agreement relating to indemnification, limitation of liability, ownership, payment, and other provisions which by their nature are intended to survive will survive any termination or expiration of this Agreement.

IN WITNESS WHEREOF, acceptance of the estimate by Client signifies agreement to the terms and conditions set forth in this Agreement as of the date of such acceptance.