Terms & Conditions
The terms under which Line X Zeelum LLC provides production services to its clients. By agreeing to a Booking Agreement, you agree to these Terms.
These Terms and Conditions (these “Terms”) contain the terms and conditions under which Line X Zeelum LLC, a New York limited liability company (the “Company” or “we”), will provide services to you (the “Client”). By agreeing to a Booking Agreement (as defined below), you are agreeing to these Terms.
The Booking Agreement
The specific details of each project under these Terms (and/or any subsequent version of a project as it may be modified before its completion, a “Project”) shall be specified in writing in a booking agreement that shall detail the products and deliverables (the “Deliverables”), together with the functions, responsibilities and services (collectively with the Deliverables, the “Services”) to be provided by the Company thereunder (a “Booking Agreement”).
Each Booking Agreement shall be subject to these Terms, in addition to the specific details set forth in the Booking Agreement. In the event of a conflict between these Terms and the Booking Agreement, the terms of the applicable Booking Agreement shall govern.
Managing Projects
For all Projects proposed or requested by Client, the Company shall develop and submit to Client a detailed estimate describing the Services (the “Project Plan”), including an invoice for the Project Fee, which shall be a non-binding, negotiable offer subject to its express terms. No such Project Plan shall become a binding Booking Agreement unless and until the Booking Agreement and associated Project Plan has been executed by Client.
Upon execution by Client of a Booking Agreement, the Shoot for such Project is confirmed (the “Booking”), subject to payment by Client of a non-refundable deposit in the amount of 50% of the Project Fee in accordance with the applicable Booking Agreement. The Booking may be modified by an exchange of e-mails between the Company and the Client.
The Project Plan set forth in any Booking Agreement is an estimate only and is subject to change as the Services proceed. If either party wishes to materially change the scope of the Services, it shall provide details of the requested change to the other in writing (a “Change Request”). Unless otherwise agreed in writing, any additional work caused by the changes will be billed at the Company’s standard rates, plus fees and expenses as described in these Terms.
In the event of cancellation or postponement of a Booking by the Client, the Client shall pay all expenses actually incurred by the Company prior to such postponement or cancellation, and any expenses incurred as a result. The Client shall be required to pay the entire Project Fee plus all expenses in the event of a cancellation or postponement within one (1) week or less of the previously agreed-to Project start date.
Fees & Payments
Client is responsible for payment to the Company for fees, costs and expenses in accordance with the Project Plan contained in each Booking Agreement, and all additional fees, costs and expenses as may arise during the Project (the “Project Fee”). All quoted fees, costs, and expenses are estimated in good faith, and may be subject to a 15% contingency.
All fees due are exclusive of, and Client shall pay, all sales, use and other taxes, export and import fees, customs duties and similar charges, except for taxes based upon the Company’s net income. Client agrees to indemnify and hold the Company harmless from all claims, liabilities, costs, expenses, and penalties arising out of Client’s failure to timely report or pay any such taxes, fees, duties, or charges.
If Client fails to make a payment when due, then in addition to the outstanding amount, Client will pay a late charge accrued at 9% per annum (or the maximum rate permitted by NYS law), from due date until paid, plus the Company’s costs of collection, including attorneys’ fees. The Company may suspend Services and withhold delivery of Deliverables until payment in full of all amounts due, and shall not be liable for any damages arising from such suspension.
Your Obligations
The Client will provide the Company with all timely cooperation, information, access, data, materials, and documentation requested, and ensure it is accurate. The Client will appoint a client representative (the “Client Representative”) with the expertise and authority to commit Client, responsible for coordination and review of the Company’s Services and for notifying the Company of instructions and approvals. The Company shall have no liability for deficiencies resulting from the acts or omissions of Client acting through the Client Representative.
Unless otherwise agreed, Client will provide to the Company at least one (1) business day prior to the start of the Shoot: (a) all products, samples and other materials required for the Shoot (the “Client Materials”), including any shipping, handling, packaging or storage specifications; and (b) a shot list for the Project (the “Shot List”). The Company shall not be responsible for any failure by the Client to timely provide the Client Materials or the Shot List.
Your Materials
Client Materials remain the sole and exclusive property of Client, and the Company acquires no right or interest in them. The Company will hold all Client Materials for the sole benefit of Client and use them only to provide Services. Client represents and warrants that it has all rights necessary to make the Client Materials available, that it is the owner, and that their use by the Company requires no licenses or approvals from third parties.
The Company shall have in effect for each Booking Agreement insurance for any Client Materials in an aggregate amount of up to $150,000. Any additional insurance requirements shall be as agreed on the applicable Booking Agreement.
The Company is responsible for receiving, handling, packaging, and shipping Client Materials in the manner specified by Client. Client is responsible for all packing, shipping and other costs associated with delivery or pick-up, as well as storage costs. Any Client Materials left with the Company for more than seven (7) days following the Shoot shall become the property of the Company.
Approving Our Work
If Client is dissatisfied with or objects to any Service or Deliverable, including any purported failure to conform to specifications in a Booking Agreement, Client must notify the Company in a detailed writing within ten (10) days after performance or receipt of the Service or Deliverable. If Client does not timely provide such notice, Client shall be deemed to have forever waived any objection or dispute.
If Client does timely provide notice, the Company will use commercially reasonable efforts to cure any unsatisfactory elements or alleged defects within ten (10) days after receipt. Any attempt by Client to withhold payment for a disputed Service or Deliverable without first giving the Company ten (10) days to cure will constitute a material breach of these Terms.
Work Product & Licensing
All rights, including all worldwide intellectual property rights in and to all Deliverables and any other work product prepared or created by the Company (collectively, “Work Product”) shall belong exclusively to the Company, and Client shall have no right or interest therein.
Unless otherwise agreed, or these Terms are terminated by the Company for Client’s material breach or failure to pay, the Company grants Client a nonexclusive, nontransferable, royalty-free license to use the Work Product strictly for the purposes set out in the applicable Booking Agreement for a period of two (2) years (a “License”). Client may not sublicense, and may not use the Work Product in any way or medium outside the scope of the License unless and until a new written license is entered into.
Non-Solicitation
Client shall not, during the term of these Terms and for nine months thereafter, directly or indirectly hire or attempt to hire any Company employee or independent contractor without the Company’s prior written consent — provided that this shall not prohibit Client from issuing advertisements of a general nature not specifically directed at any such employee or independent contractor.
Warranties
The Company warrants to Client that the Services will be performed in a professional manner consistent with industry standards. As its sole obligation and Client’s sole and exclusive remedy for any breach of this warranty, the Company shall re-perform the Services which gave rise to the breach in accordance with Section 6.
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES OR THE DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS.
Confidentiality
“Confidential Information” means the terms of these Terms and all information related to a party’s business, financial affairs or operations — including business plans, technology, source code, product or service development plans, pricing, techniques and methods — which is marked confidential or, if disclosed orally, confirmed as confidential in writing within 30 days following disclosure.
During the Term and for five years thereafter, each party will hold the other’s Confidential Information in confidence using at least reasonable care, not disclose it to any third party without prior written consent, and limit access to employees or agents with a need to know who are bound by similar obligations. Disclosures required by law, or to potential investors and advisors under confidentiality, are permitted as described in these Terms.
The restrictions do not apply to information that (a) is or becomes publicly known through no fault of the receiving party; (b) is lawfully received from a third party without restriction; (c) was already known to the receiving party when disclosed; or (d) is independently developed without reference to the other’s Confidential Information.
Each party acknowledges that a breach or threatened breach of this section would cause irreparable harm. In addition to any other remedies, the non-breaching party shall have the right to seek immediate injunctive or other equitable relief.
Term & Termination
These Terms commence on the date the first Booking Agreement is executed by the Client and continue for an initial term of twelve (12) months, thereafter automatically renewing for successive one-year terms until terminated as set forth herein (the “Term”).
Either party may terminate these Terms upon at least 60 days’ prior written notice, or upon a material breach not cured within 30 days after notice. The Company may also terminate immediately if Client fails to pay within ten days after written notice, or breaches certain specified sections. Termination of a single Booking Agreement does not automatically terminate any other.
Upon termination, each party shall return or destroy the other’s Confidential Information, and all amounts owed to the Company that accrued before termination become immediately due. Upon termination by the Company for Client’s material breach, all licenses to the Work Product immediately terminate and Client shall discontinue all use. Sections covering fees, ownership, non-solicitation, disclaimer, confidentiality, effect of termination, indemnification, liability and general provisions survive.
Indemnification
Client agrees to indemnify and hold the Company, its officers, directors, employees and agents harmless from and against any claims, liabilities, damages, losses, and expenses (including attorneys’ fees and costs) arising out of or connected with (a) Client’s access to or use of the Services and Deliverables; (b) Client’s violation of these Terms; (c) Client’s violation of any third-party right, including any intellectual property, publicity, confidentiality, property or privacy right; or (d) any claim that Client’s use of the Services or Deliverables caused damage to a third party.
Liability
Client is liable, and shall indemnify the Company in full, for any damage to the Company’s equipment or studio resulting from actions of the Client, the Client Representative, or other guest or staff of the Client — except where such damage results solely from unforeseeable acts of nature. The Company shall not be liable to Client or any third party for any injury or property damage incurred during the performance of the Services.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE AMOUNT OF FEES PAID TO COMPANY DURING THE 12-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. CLIENT ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES.
General Provisions
These Terms shall be governed by the laws of the State of New York, without regard to its principles of conflicts of law.
The parties are independent contractors; neither is a partner, employee, agent or joint venturer of the other, and neither has authority to create any obligation on behalf of the other. The Company performs the Services independently and is solely responsible for the manner, means, and timing of its work.
The Company may hire subcontractors to perform Services. The Company is responsible for their direction and coordination, and Client has no obligation to pay any subcontractor directly.
Neither party may assign its rights or delegate its obligations without the other’s prior written consent (not to be unreasonably withheld). The Company may assign to a parent, affiliate, subsidiary, or successor by merger or sale of all or substantially all of its assets.
The Company shall have no liability for any delay or failure of performance resulting from any cause beyond its reasonable control, including weather, civil disturbances, acts of authorities, pandemics or other natural or manmade disasters, or acts of God.
Client grants the Company the limited right to use Client’s name and marks in marketing and publicity materials listing Client as a customer. The Company reserves the right to use any Work Product for promotional purposes.
If any provision is held unenforceable, it will be changed and interpreted to accomplish its objectives to the greatest extent permitted by law, and the remaining provisions continue in full force. These Terms, the Booking Agreements and any exhibits constitute the entire agreement between the parties. No amendment is binding unless in writing and signed by both parties.