Videography, Computer Generated Imagery & 360 Virtual Tours (Matterport)
PSV Design hereby agrees to produce 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.
It is the essence of this Agreement that all completed media and services supplied by Producer shall be of applicable production standards. Producer agrees that the media shall be of quality, artistically produced with direction, photography, sound, art, animation, synchronisation and other physical and aesthetic content as agreed upon in the proposal.
1.2. Producer: Producer shall deliver the completed project media(s) pursuant to this Agreement and the requirements. Producer shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Producer in connection with the Specified Media(s) to the extent permissible by applicable union or guild agreements. Producer shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are so noted.
2. CHANGES IN SPECIFICATIONS
If at any time, Client desires to make any changes or variations from the script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress, and such changes result in additional costs to Producer, Producer agrees to notify the Client of the amount before any such additional costs are incurred and Producer shall proceed only after receiving approval (written or oral) from Authorised Representative, approval by Client shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.
3. OWNERSHIP VIDEOGRAPHY
Except as otherwise provided herein, Client owns all rights, title and interest in and to the videography which are the subject of this Agreement, including all copyrights therein as well as in and to all the exposed negatives, positives, outtakes and clips. Client grants Producer an exclusive, worldwide, sub-licensable, transferable, royalty free license to all media clips produced during the course of the contracted work.
4. SECURITY/CONFIDENTIALITY Producer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Producer agrees, at Client’s written request, to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product or the Specified Media(s) except as such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Agreement.
5. INDEPENDENT CONTRACTOR It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client.
6. PRODUCER WARRANTIES Producer represents and warrants:
6.1. That Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable laws, ordinances and regulations.
6.2. That Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by Producer.
7. CLIENT WARRANTIES
Contracting Client represents and warrants:
7.1. Client shall pay Producer within 7 days of deliverables noted in Paragraph 1 of this Agreement.
8. DELIVERY OF MATERIALS
Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1 by Producer to Client.
Written confirmation and/or a purchase order is required before the project commences. Projects valuing over £2000.00 and/or estimated to exceed 21 days will require a deposit of 25% and conform to a payment schedule subject to discussions with PSV Image Media. Invoices are to be paid within 7 days of project completion. Project deposits are to paid within 10 days. All fees are subject to VAT. Ownership of the media does not transfer until full payment is made to Producer.
Producer agrees to indemnify, defend, and hold harmless Client and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation of Producer in this Agreement. Contracting Client agrees to indemnify, defend, and hold harmless Producer and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation of Contracting Client in this Agreement.
This Agreement may not be assigned by either party without the written consent of the other.
13. INSURANCE COVERAGE
(3) PSV Image Media shall obtain, pay for and maintain Professional Liability (Errors and Omissions Liability) insurance covering all intellectual property right infringement(s) that arise from any and all uses of the media. Producer will be notified in writing prior to signing this Agreement. PSV Image Media will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Client.
14. CONTINGENCY AND WEATHER DAYS
14.1. A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company.
14.2. These circumstances may include but should not be limited to: (1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client).
(2) Injury, illness, or absence of client-supplied elements (e.g. key talent, colour correct products).
(3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labour unrests, civil authority, terrorism, and acts of God).
(4) “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is therefore authorising the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.
The Production Company recognises its obligation to minimise contingency day liabilities and will apply accepted industry cancellation practices.
The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment).
15. CANCELLATION AND POSTPONEMENT
A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project. If the Production Company blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then the Production Company makes no further efforts to sell the time. If the job is cancelled or postponed within the Guideline time frame, it is unlikely that this time can be re- booked. It should be understood that this time represents the Production Company’s only source of income. Cancellation and Postponement: Film or Digital Video Production: A. If notice of cancellation/postponement is given to the Producer the Client will be liable to the Production Company for: (1) All out-of-pocket costs; (2) Full director’s fee as bid; and (3) Full production fee on the job as bid.
16. PUBLICITY GUIDELINES
Until notified in writing by Client, Production Company and Director each have a revocable license to use finished media(s) for promotional purposes.
17. DISPUTE RESOLUTION
The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.
18. ENTIRE AGREEMENT AND MODIFICATION
This Agreement and any Addenda attached hereto shall constitute the entire agreement between Producer and Client. Any amendment hereto must be in writing and signed by each party.
The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.
20. NO WAIVER
Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.
If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions.
22. EQUAL OPPORTUNITY
In connection with its performance hereunder, Producer agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, colour, sex, national origin, age, disability, or any other factor protected by law.
23. APPLICABLE LAW
This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Production Company office authorising this Agreement is located.
24. ADDITIONAL INFORMATION FOR (MATTERPORT) 360 VIRTUAL TOURS
24.2 PSV Image Media 3D Virtual Tours are hosted by Matterport Cloud Storage and all 3D models and features are owned by Matterport Inc.
24.3 PSV Image Media Ltd agrees to host the Matterport model/s on the Matterport servers for 12 months from date of the scan. The cost of server hosting after 12 months will be £40 + VAT per annum for each model. The number of models required will be set out in proposal and agreed with Client in advance of commencement of works.
24.4 The optional virtual tour navigation menu, music and branding supplied by PSV Image Media Ltd is provided and hosted by MPskin snc. Whilst Matterport inc currently permit the use of applications and services provided MPskin snc they reserve the right to terminate this agreement at any time without prior notice. PSV Image Media Ltd cannot be held responsible changes in services and agreements of Matterport inc and/or MPskin snc.
24.5 It is the responsibility of the customer to prepare the premises to be scanned before the agreed scanning time and date. The agreed space will be scanned as presented by the customer and PSV Image Media take no responsibility for unsatisfactorily prepared spaces. The customer agrees that any return visits to rescan and amend unprepared spaces will be chargeable.