Terms and Conditions of Use of Worthfull Media’s Studio
Last Updated August 2022
NOTICE: These Terms and Conditions of Use are legally binding. It is your responsibility to read these Terms and Conditions of Use carefully prior to purchase, use or access to any of our studio booking services.
This Agreement is made between you (“Client”) and Worthfull Media (“Agency”).
Agency hereby agrees to provide and deliver to Client the production of the below referenced media(s) (“Specified Media(s)”), subject to and in accordance with all terms, conditions, and specifications set forth herein.
Client understands that the specified terms of payment under this Agreement are based upon timely payments within 7 days of booked service completion. We request full payment be made by beginning of booked service, but allow a 7 day grace period.
If said fee is not in receipt within 7 days of the due date, a ten percent (10%) penalty fee will be added to that booked service’s fee. Agency reserves the right to withhold asset delivery until all outstanding project fees and assessed penalties are paid in full.
For example, Client owes Agency $1000 due on April 1 and fails to pay by April 8th. On April 9th, Client owes Agency $1100.
Any expenses incurred by Agency while providing Client with Services will be invoiced to Client in a timely manner.
CLIENT DESIRES TO CANCEL OR RESCHEDULE
If the Client desires to cancel or re-schedule studio booking for any reason at any time, then Client shall provide at least 72 hours Notice to Agency in order to cancel this contract. Providing Notice will not relieve Client of any currently outstanding payment obligations. Agency will not be obligated to refund any portion of monies Client has previously paid to Agency. If Agency is able to re-book further services on or before Client’s final delivery date, Client may be issued a credit for future services with Agency at Agency’s discretion. Agency has no obligation to attempt to re-book further Services to make up for Client’s cancellation or rescheduling.
If it becomes impossible for Agency to render Services due to the fault of the Client or parties related to Client, such as failure to provide necessary elements of the Services or failure of one or more essential parties to the Services to complete tasks in a timely manner, it is within the Agency’s sole discretion to allow for any additional time or dates to render Services. In such an event, any outstanding amount will immediately become due and payable to Agency.
AGENCY DESIRES TO CANCEL OR RESCHEDULE
In the event Agency cannot or will not perform her obligations in any or all parts of this Agreement, it (or a responsible party) will immediately give Notice to Client, and at the Agency’s discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Agency, no reasonable substitute is found, Agency shall excuse Client of further performance obligations in this Agreement.
Client has spent a satisfactory amount of time reviewing Agency’s work and has a reasonable expectation that Agency’s Services will produce a reasonably similar outcome and result for Client. Agency will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Agency’s current portfolio and services, and Agency will try to incorporate any suggestions Client makes. However, Client understands and agrees that:
- Every client and final delivery is different, with different tastes, budgets, and needs;
- Media production is a subjective service and Agency is a provider with a unique vision, with an ever-evolving style and technique;
- Agency will use her personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions;
- Dissatisfaction with Agency’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.
TOOLS TO BE PROVIDED BY CLIENT:
Client agrees to provide all tools, information and documentation that may be required by Agency to effectively perform said responsibilities in connection with the performance of services.
Parties will treat and hold all information of or relating to this Agreement, the Services provided and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information and will remain bound to the Confidentiality provision of this Agreement. Confidential information (herein “Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.
Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.
This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.
Any and all work created as a result of Agency’s Services is considered a work for hire and are expressly assigned to and owned by Client upon creation. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services. Agency hereby further waives any moral rights it may have with regard to Client’s uses of the Work. Agency agrees, at Client’s reasonable expense, to cooperate as may be necessary to assist Client in enforcing Client’s rights in the Work. Notwithstanding the foregoing, Client grants Company a worldwide, nonexclusive, revocable license to display the written or visual content developed by Company for Client only in association with Company’s portfolio and for other business development and marketing purposes.
RELATIONSHIPS OF THE PARTIES
Agency and any related subcontractors are not employees, partners or members of Client’s company or organization. Agency has the sole right to control and direct the means, manner and method by which the services in this Agreement are performed. Agency has the right to hire assistants, subcontractors or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to Agency.
ASSUMPTION OF RISK
Client and related parties/ participants expressly assume any risk of media production and publishing and related activities as described herein.
Client shall, during and after the participation in and use of Agency’s services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Agency, or any of Agency’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law. Agency offers the same respect to Client.
LIMIT OF LIABILITY
Client agrees that the maximum amount of damages she is entitled to in any claim of or relating to this Agreement or Services provided herein are not to exceed Agency’s total cost as set forth in this Agreement.
Client agrees to indemnify and hold harmless Agency and its employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services provided herein.
Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, pandemic, or act or threat of terrorism.
The laws of Utah govern all matters arising under or relating to this Agreement, including torts. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices, via email or mail at the date and time which the Notice is sent.
If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each party remain legal and enforceable.
The parties may amend this Agreement only by the parties’ written agreement with proper Notice.
Neither party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided herein.
The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.