This Agreement is made between You (“Client”),
Mantis 3D LLC (“Producer”).
This agreement (“Agreement”) constitutes a binding contract for digital media services and/or work products. By engaging in a verbal or electronic job request, the client (collectively referred to below as “Client”) agrees to this Agreement and Pay Mantis 3D LLC for the services and/or products provided by Mantis 3D LLC at the price set forth in this Agreement and/or estimate form.
The following terms and conditions shall also apply to Client’s engagement of Mantis 3D LLC digital content services:
1. EXCLUSIVITY: Producer shall be the only service provider retained by the Client for the event identified on Estimate Form (referred as the “Event”). Client shall not be permitted to interfere with the Producer’s duties. If, in the opinion of the producer, client is inhibiting the producer from performing the duties, Producer can terminate this contract as per the conditions set forth herein.
2. FEES: Initial payment to be set by Mantis 3D LLC prior to the acceptance of project. The initial payment reserves Mantis 3D LLC’s time and is not a retainer or deposit. Mantis 3D LLC agrees to not advertise availability of this same time slot to any other potential clients. If CLIENT cancels without 24 hour notice being given, the CLIENT will be liable for 50% of the Project total as estimated in Estimate Form. If client reschedules the Project, Client will be liable for 10-30% of the Project total as estimated in Estimate Form.
3. WORK PRODUCT: Mantis 3D LLC agrees to license all video assets to CLIENT from the SHOOT. All digital media content delivered to CLIENT is licensed for CLIENT’S personal/promotional use only. CLIENT can extend licensing to third-parties for their personal/promotional after approval from producer. Hosting will be provided for no additional charge as long as the real estate listing remains active with the CLIENT or associated brokerage. CLIENT acknowledges the Digital content referred to in the contract is provided in the basic form, extra or proprietary features may be subject to an additional fee.
4. INDEMNIFICA TION:
4.1 – PRODUCER and CLIENT agree that PRODUCER is under no obligation to capture any specific moment or location during the SHOOT. CLIENT is encouraged to provide a suggested shot list to Mantis 3D LLC no less than 48 hours prior to the SHOOT to include photos/videos that CLIENT would like Production team to shoot, but MANTIS 3D LLC has no liability for capturing any of the shots on the list.
4.2 – If Producer is unable to perform the services or delayed in performance of services in this contract due to any cause outside its control, such as fire, flood, casualty, act of God or terrorism, illness, or any other reasonable cause outside the Technicians’ control or expectation, client agrees to indemnify producer for any loss damage or liability. For the purpose of this clause “Cause” includes, but not limited to, equipment failure, sickness and additional features added such as voiceover, renderings, motion graphics, cartoon effects, etc.
4.3 – CLIENT agrees to indemnify and hold harmless Producer for any liability, damage, or loss related to technological failure. Cameras, hard drives, and memory cards are subject to technical failure. Producer will take reasonable steps to prevent data loss, but is not liable for loss of data due to technical failure.
4.4 – CLIENT understands and agrees that Producer is not required to retain copies of raw footage or completed project file. It is the responsibility of CLIENT to purchase, store, and backup Digital content. This clause is subject to the limitations in Section 4.3 of this Contract.
4.5 – CLIENT understands and agrees that Producer may have cords, light stands, and other gear at the location. CLIENT will hold Producer harmless for any damage, personal injury, or loss caused by tripping over or otherwise being injured from this equipment and vice versa. CLIENT further agrees to hold Producer harmless for any personal injury which may occur as the CLIENT poses or works with Producer and vice versa.
4.6 – CLIENT agrees and understands that the quality of a digital content is entirely subjective. Producer will strive to present digital content in a workmanlike manner but is not required to cater to specific aesthetic preferences of CLIENT.
4.7 – CLIENT agrees and understands that clear and open environment is essential for performing the services under this agreement. CLIENT agrees to provide such environment to the technicians or producer for performing the duties under this agreement.
4.8 – CLIENT agrees and understands that Producer reserves the right to subcontract any voiceover requested by Client, without his prior approval, to any voiceover artist. Pronunciation and tone used by voiceover artist are subject to Producer’s discretion and may not be subject to revisions outside of artist error.
- DUTY OF CLIENT: CLIENT will obtain all permissions necessary for Producer which are necessary for the SHOOT. Producer has no duty to obtain permission of buildings, properties, or other locations to operate thereon. CLIENT understands and agrees that any failure to obtain these permissions resulting in fines to producer, or which prevent producer from video-graphing the event(s) or location(s) is not the fault, liability, or responsibility of producer. If CLIENT fails to provide access to the location for Producer at the scheduled time of the SHOOT, CLIENT is responsible to pay Mantis 3D LLC 50% (fifty percent) percent of the total shoot pre-paid price to Producer for its lost time.CLIENT understands and agrees that it is the responsibility of CLIENT to supply all applicable job notes, details and requests prior to the appointment of producer on the project. CLIENT further agrees that CLIENT will check weather conditions and verify proper shooting environment for producer.CLIENT agrees not to disclose terms or details of this contract with anyone in the industry.
- REVISIONS: Producer agrees to make all revisions, additions, deletions or alterations as requested by CLIENT. Client can revise the work product only twice per project. Within 2 business days, after delivery, Client shall apply to the Producer for such necessary revisions in work product as client may deem fit. After receiving such revision request from client Producer will attempt to make requested revisions as close to the client’s need. Client agrees that Producer will not be liable for revisions which are beyond the skill level of the editing team. Second revision request is reserve for the fine-tuning details and will include a post production time of (1) hour. For any additional revision requests Producer can request compensation from Client at an hourly rate as described in Estimation Form.If Client fails to request revision within two (2) business days from the delivery date then work product will be deemed to be completed and accepted by client and any revisions requested after that period will be subject to the standard hourly rate.
- PROPERTY RELEASE: CLIENT represents to Mantis 3D LLC that CLIENT has the rights to SHOOT at the location, building, or real estate that is the subject of this shoot.
CLIENT agrees that MANTIS 3D LLC may use any or all of the Digital Media content taken in advertising, trade, or for any commercial purpose. Producer has full rights to use any photos from this shoot in any legal manner unless instructed otherwise by CLIENT.
8. ARBITRATION: Any dispute arising under or in any way related to this agreement shall be submitted to binding arbitration by the American Arbitration Association in accordance with the Association’s commercial rules then in effect. The arbitration shall be conducted in the state of California. The arbitration shall be binding on the parties.
9. ASSIGNMENT AND PARTIES OF INTEREST: CLIENT agrees and understands that, unless otherwise specified in this agreement, CLIENT is not contracting for a personal service that will be performed by any specific technician. Producer may sub- contract or assign this contract to any second-shooter, Producer may assign any videographers associated with Mantis 3D LLC to perform its duties under this contract.
10.ENTIRE AGREEMENT: This Agreement constitutes a single integrated Contract expressing the entire agreement of CLIENT and Producer with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof, and, except as specifically set forth herein, there are no other agreements, representations, promises or inducements, written or oral, express or implied, between the parties hereto with respect to the subject matter hereof. This agreement is legally binding for future services.
11. AMENDMENT AND WAIVER: This Agreement and each provision hereof may be amended, modified, supplemented or waived only by a written document specifically identifying this Agreement and duly executed by each party hereto or the authorized representative of such party. The terms described in this agreement supersedes all other agreements or contracts signed by Mantis 3D LLC.
12. VENUE AND JURISDICTION: This Contract is governed by the laws of the state of California and federal courts in that district. CLIENT and Mantis 3D LLC agree to subject themselves to the laws of this state except for as provided in the arbitration clause. . CLIENT and Producer hereby waive the right to object to venue within this state.
13. SEVERABILITY: If any part of this Agreement is determined to be void, invalid, inoperative or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, such decision shall not affect any other provisions hereof and the remainder of this Agreement shall be effective as though such void, invalid, inoperative or unenforceable provision had not been contained herein.