This Agreement is entered into effective as of this day by you (“Client”), and Virtually In Sync (“Company”) collectively (“we”, “us”, “our”, “the parties”)
RESPONSIBILITIES OF BOTH PARTIES.
- a) CLIENT. Client responsibilities are as follows:
- i) Client is responsible for communicating the goals and desires in connection with the performance of services.
- b) COMPANY. Company has the following responsibilities based on package purchased:
- i) Company will remotely produce, record, and/or edit all assigned videos.
- ii) Company will optimize and upload all pertinent videos to ensure they attract an ideal audience on YouTube.
PAYMENT. Payment for sessions will be made as follows and as agreed upon by Us:
Payment is due prior to the starting first-month service. If purchasing a subscription service, the second month’s payment will be automatically billed 45-60 days later and then every 30 days thereafter.
RESCHEDULING AND CANCELLATIONS.
- a) RESCHEDULING POLICY. Once this agreement has been signed and services have begun, Client may reschedule monthly video services if the new date is within the 30-day period.
- b) CANCELLATION POLICY. Cancellations made less than 24 hours prior to scheduled services will result in a lost and forfeiture of payment for that month’s service. Company also reserves the right to determine cancellations on a case-by-case basis and especially when packages are discounted during sale periods.
- c) NO-SHOW POLICY. No-shows to scheduled services will result in forfeiture of payment for that month’s service.
TERMINATION AND REFUND.
- a) If Client cancels services, this agreement will be terminated. Client understands that if this agreement is terminated, there will be no refund of payments received and all in-progress work will be completed and sent to Client. If only a partial payment was made, then no further delivery of any completed or in progress work will be sent.
- b) Client also understands that the current rate for service will be forfeited at the time of cancellation and if Client chooses to reinstate services, the Client is agreeing to pay the rate applicable at the time of reinstatement.
- c) If Client fails to show up to scheduled virtual/remote production shoot, Client acknowledges that a no-show will result in forfeiture of payment for that month’s service.
Company may cancel this Agreement at any time for any reason by providing written notice to Client. In the event the Company cancels this Agreement, Company will provide a prorated refund of any overages of fees paid minus any approved, unpaid expenses incurred on Client’s behalf.
- a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information. Upon request, Company hereto will promptly return or destroy all documents containing Confidential Information and delete all electronic records of or containing the same.
- b) Public Disclosure: Neither party may disclose the terms of this Agreement. Neither party shall make any formal or informal public statement, press release or other announcement regarding the existence or terms of this Agreement without the other party’s prior written approval.
- c) Non-Disparagement: Member shall, during and after the participation in and use of the Company’s services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
- a) Independent Contractor Relationship: This Agreement shall not render Company an employee, partner, agent of or joint venture with the Client for any purpose. Company is and will remain an independent contractor in its relationship to the Client. Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Company shall be responsible to the ownership and management of the Client, but Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop or alter the work of Company to assure its conformity with this Agreement and Client needs. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.
- a) Company will ask of Client upon completion of services to Client’s satisfaction for a video Testimonial reviewing Client’s experience during and after working with Company. Client reserves the right to refuse to allow their testimonial to be used. All permission/non-permission for testimonial use shall be made in writing or by recorded video confirmation.
- a) Company represents, warrants, and covenants that Company has full authority to enter into this Agreement and that all the services will be rendered using sound, professional practices and in a competent and professional manner.
- b) Client represents, warrants, and covenants that Client has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.
- a) Company cannot guarantee the outcome of services and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantees other than that the services described in Paragraph 1(a) shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Company cannot guarantee any results for video SEO as such outcomes are based on subjective factors that cannot be controlled by Company.
STATEMENTS OF INTENT AND RELEASE AND WAIVER OF LIABILITY.
- a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
- b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY.
NONDISCLOSURE OF MATERIALS: Material and information that we give you during these services is proprietary, copyrighted, and developed specifically for these services. You agree that such proprietary material is solely for your own personal use for growing and boosting your own business.
This information is not to be taken and re-sold, re-distributed, or regurgitated to profit from teaching others the same information and material. We would be more than happy to pay you a generous referral fee in referring people to these services, but any disclosure to a third party is strictly prohibited. I trust you understand and accept this policy position?
BY CLICKING I AGREE, next to the terms and conditions during checkout, the parties to this Agreement have duly executed it on this day and year.