Terms of Service

Here is the general contract that applies to all Ravelle Media productions. The terms listed here apply universally between Steven Porter Industries LLC doing business as Ravelle Media (“Producer”) and the Client, unless otherwise noted for your specific project.

CHANGES IN SPECIFICATIONS

(If you change your mind after we’ve worked on something, we still need to pay our crew for the work they’ve done. You may be responsible for some or all of that cost.)

If at any time, Client desires to make any changes or variations from the completed project, 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, including person hours, reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.

OWNERSHIP

(Consistent with industry standard guidelines, we own what we create and give you permission to use the finished media after full payment is received. This protects us from unauthorized uses of our work that may not fall in line with our production quality standards, go against our company culture, or be unfair to those who worked on creating it.)

Except as otherwise provided herein, Producer owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein as well as in and to all the exposed negatives, positives, out-takes and clips. Upon receiving full payment, Producer grants Client a non-transferable license to use media(s) as specified in the project summary and Addendum A Production Specifications Form.

SECURITY/CONFIDENTIALITY

(If you’d like your project to be confidential, we will make sure everyone involved signs NDAs.)

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.

INDEPENDENT CONTRACTOR

(We are an independent company working collaboratively with you. There is no sort of “employer/employee” relationship.)

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.

PRODUCER WARRANTIES

(We hold high standards for doing business fairly, legally, and respectfully to everyone involved.)

Producer represents and warrants: I. That Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory. II. 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.

CLIENT WARRANTIES

(You will pay on time. If you require union actors, you are responsible for handling their contracts.)

Contracting Client represents and warrants that Client shall pay Producer 50% of the quoted price, as specified in Addendum A, before production begins and the remaining amount of the quoted price in full before taking delivery of the Specified Media(s). All talent union contracting forms (e.g. “Exhibit A’s”) and the filing thereof with various union offices, in connection with such talent, is the direct responsibility of the Client.

DELIVERY OF MATERIALS

(We offer many ways to deliver your finished project. We prefer SSDs and/or Dropbox, but can be flexible.)

Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1 by Producer to Client using using one of the following methods: A. Hard Disk Drive (HDD), Flash Drive, or Solid State Drive (SSD) containing the media(s) which shall be either temporarily loaned from or purchased from Producer B. Temporary access to Producer’s cloud storage solution (such as Dropbox or Google Drive) from which Client may download the media(s) C. Other compatible data storage device provided by Client.

PAYMENT

(We may charge late fees if you do not pay on time.)

Client understands that the specified terms of payment under this Agreement are based upon timely cash payments. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at the Producer’s discretion, as additional consideration, an amount equal to the current prime rate plus up to 10% on unpaid amounts until paid, compounded monthly.

INDEMNIFICATION

(You’ll be responsible and you won’t sue us.)

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 in this Agreement. Client shall indemnify Producer against all claims and expenses arising from uses for which the client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, film, photography, design, animation, and branded content.

TAX LIABILITY

(You’ll pay your share of the taxes. We cover the sales tax for anything we buy for the project.)

Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to Client(s) (other than sales tax arising from Producer’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Producer from payment of any such taxes.

ASSIGNMENT

(We signed this agreement with you. If either of us would like to transfer the agreement to someone else, for example, if whoever signed this agreement is terminated and someone else must take their place, we all must agree to let that happen.)

This Agreement may not be assigned by either party without the written consent of the other.

INSURANCE COVERAGE

(You will get the appropriate insurance needed to complete the project responsibly.)

Client 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. Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Producer and name Producer and Director as a “named insured” on said policies prior to the commencement of pre-production. All Agency/Client supplied insurance will be deemed to be the primary coverage and issued on a non-contributory basis. Agency/ Client Umbrella Liability limit will be $10,000,000. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Client insurance program. Client will indemnify, defend and hold harmless Producer and Director for any and all claims, demands, actions including defense costs and attorneys fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Producer’s coverage.

ALTERATIONS

(You may not modify the finished product without our permission. This is to ensure that the quality of your project is not degraded. For example, using improper or incompatible software to edit a video can severely reduce its quality or break it altogether. It also protects our reputation for the aesthetics, technical quality, and creative direction of our company. If you want to make any changes, you’ll give us the first chance to re-edit the project.)

Any alterations of original art (including but not limited to color shifting, mirroring, re-editing, remixing, subtitling, cropping, and appending) is prohibited without the express permission of Producer. Producer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute an additional use and will be billed accordingly.

CONTINGENCY AND WEATHER DAYS

(We’ll do our best to keep things running smoothly. However, if we must cancel a shoot day due to bad weather or other uncontrollable issues or if you wish to continue the production for longer than originally planned, we’ll be fair and transparent with pricing and logistics to help make it happen.)

I. 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.

II. These circumstances may include but are not 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, or which poses a significant risk to the Producer’s crew or equipment). (2) Injury, illness, absence, or damage of client-supplied elements (e.g. key talent, color correct products, or props). (3) “Force majeure” (including but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor 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 authorizing the expenditure). The Client will be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.

C. The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.

D. 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).

CANCELLATION AND POSTPONEMENT

(We put a lot of work into preparing for shoots, and it is extremely difficult to book new projects to take the place of canceled projects. As a result, we charge cancellation fees to make sure that we can pay our workers fairly if a project falls through. You may cancel with at least 15 days notice with no fees. If you cancel within 15 days of the beginning of your production, you’ll be charged cancellation fees. The fees get higher with shorter notice.)

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. Producer reserves a specific period of time upon agreement of dates during which production of the specified media(s) shall occur with the agreement that it represents a firm commitment from the Client to remain available for the entire duration of those times. Producer makes no further efforts to sell the time unless Client has canceled or postponed that time specifically. If the job is canceled or postponed within 15 working days, it is unlikely that this time can be re-booked. It should be understood that this time represents the Production Company’s primary source of income.

Cancellation and postponement fees for any on-location or in-studio production:

A. If notice of cancellation or postponement is given to Producer less than eleven working days prior to the commencement of the production, 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.

B. If notice of cancellation or postponement is given eleven to fifteen working days prior to the commencement of the shoot, the Client will be liable to the Production Company for: (1) All out-of-pocket costs; (2) Not less than 50% of director’s fee as bid; and (3) Not less than 50% of production fee on the job as bid.

C. If notice of cancellation/postponement is given more than fifteen working days prior to the commencement of the shoot, the Client will be liable to the Production Company for: (1) All out-of-pocket costs; (2) Not less than 25% of the director’s fee as bid; and (3) Not less than 25% of the production fee on the job as bid.

Cancellation and postponement fees for any CGI or Animation production:

I. If notice of cancellation/postponement is given after the first third of the production schedule of the job, that is between the start date and the scheduled completion date, the Client will be liable to the Production Company for: (1) All out of pocket costs, including the expense of all staff and free-lance labor attached to the project. This expense will include full payment through the original completion date. (2) Full creative fees as bid. (3) Full production fee on the job as bid.

II. If notice of cancellation/postponement is given in the first third of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for: (1) All out of pocket costs, including the expense of all staff and free-lance labor attached to the project. This expense will include full payment through the original completion date if that labor is not re-booked by the company, or, in the case of the free-lance labor, not able to re-book itself on another project. (2) Not less than 50% of creative fees as bid. (3) Not less than 50% of the production fee on the job as bid.

REFUND POLICY

(Due to the highly creative nature of our work, we cannot offer refunds unless there is a specific technical reason that the delivered project does not work. For example, if we make a mistake while shooting and cannot deliver the specified format, we will give an appropriate refund. We will not give refunds based on artistic style or preference.)

It should be understood that Client has hired Producer after carefully reviewing Producer’s previous work samples and expects Producer to make similar creative decisions affecting the aesthetics, style, and other artistic attributes of the media(s). Producer shall not provide any refunds of any kind to Client on the basis of such creative decisions. Producer will offer partial refunds only if the technical specifications for the media(s) differ from the specifications defined in this agreement. Client must report any such technical errors within 2 business days of the delivery of the media(s) to request a correction, which shall be completed at no additional cost. If a correction is not possible, Producer shall offer an appropriate refund.

PUBLICITY GUIDELINES

(We can use the finished product to promote our production company, unless you ask us not to.)

I. Producer has a revocable license to display the finished media(s) in their entirety on Producer’s web site or online hosting platform to serve as a work sample for future prospective clients. II. Producer has a revocable license to create promotional materials using some of the finished media(s). These promotional materials may be published electronically or in print, and may vary from the finished media(s) in order to maintain consistency within the promotional materials. (e.g. finished media(s) may have their background music removed and replaced with a different piece of music, which is used in a demo reel.)

DISPUTE RESOLUTION

(Any legal fees that arise will be handled fairly.)

The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.