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Terms & Conditions - Video AdMaster Production Orders
The advertiser or advertising agency, if applicable (hereinafter referred to as "the Advertiser") and Video AdMaster ("the Company"), hereby agree that this contract ("Contract") shall be governed by the following Terms & Conditions:
1.0 DELIVERY OF MATERIALS BY THE ADVERTISER
1.1 If so ordered with this form to have images, video, audio, and/or a logo included in the production of a video ad (not required), it is the responsibility of the advertiser to provide such in a timely matter, preferably with this order electronically. If the material has not been received by the Company on the date agreed upon by Company and Advertiser, the Company will immediately notify the Advertiser. If materials are timely delivered, the Company will complete the execution of this ad production order within two (2) weeks from the date of receipt.
1.2 It is the responsibility of the Advertiser to transmit any digital asset to the Company either through email, regular mail on CD/DVD and/or through an FTP upload. If the Advertiser needs to transmit a video or video clip through an FTP account, please contact the Company at (360) 563.0853 and request instructions or refer to the Company’s website.
1.3 The Advertiser agrees to approve its order in a timely manner so that the Company can change the status of the ad to “ready” and distribute, if elected. Upon approval, the ad is billable to the Advertiser, and payment is due.
2.0 OBLIGATIONS OF COMPANY
2.1 The Company shall provide the Advertiser production services that result in a vdieo ad according to the instructions provided with this order.
2.2 The production includes creation and posting of the ad to Company’s hosting servers, ready to be delivered in a Flash media format on the Internet.
2.3 The Video ad will be placed inside the software know as the “EZ Show Studio” for the serving and tracking of the ad.
2.4 The Company is also responsible for continued serving of the ad without disruption for as long as the account is in good standing.
2.5 The Company is obligated to receive approval by the Advertiser before disbribution, if any.
3.0 GENERAL
3.1 Production Rates. See the Company’s rates for production in its website. Hosting fees apply in addition to production fees. See the Company’s website for hosting fee schedule.
3.2 The acceptance of this order shall constitute a contract that shall not be subject to cancellation by either party, except as provided in section 3.4.
3.3 Any delay or failure by the Company to perform hereunder as the result of force majeure, labor dispute, law governmental action or order, or similar cause beyond the Company's reasonable control, shall not constitute a breach of contract, but the Advertiser shall be notified immediately and shall be entitled, at its election, to either an extension of service, additional service, or credit, all on a pro rata basis.
3.4 (a) If the advertising or sale of the product or service to be advertised under this Contract is prohibited by law or governmental regulation, this Contract shall terminate as of the effective date of such law or regulation without charge.
3.4 (b) The Company, may, upon notice to the Advertiser, cancel this Contract at any time (i) upon material breach by the Advertiser, (ii) if the Company does not receive timely payment on billings, or (iii) if the Advertiser's credit is, in the Company's reasonable opinion, impaired.
3.5 Terms of Payment. The Company requires payment upon order production approval by the Advertiser unless otherwise agreed. The Company’s billing policy is, due upon receipt of billing with a 1% per month late fee charged for any late payments. After 30 days late, the ad will be restricted, and not distributable.
3.6 Indemnification and Insurance. Advertiser agrees to indemnify and hold the Company harmless against any and all liability arising out of the content of the advertising contemplated by this Contract (including, but not limited to, liability based on allegations of copyright and/or trademark infringement).
3.7 Entire Agreement. This Contract (and the applicable provisions on the face hereof) contains the entire understanding between the parties and cannot be changed or terminated orally. When there is any inconsistency between these standard conditions and a provision on the face hereof, the latter shall govern. Failure of either party to enforce any of the provisions hereof shall not be construed as a general relinquishment or waiver of that or any other provision. All notices hereunder shall be in writing, sent via United States Mail, addressed to the other party at the address provided by that party, and shall be deemed given on the date of dispatch.
3.8 Arbitration. Any controversy or claim arising out of this Contract, or alleged breach thereof, shall be settled by binding arbitration, in accordance with the rules of the American Arbitration Association, in the State of Washington, King County. Judgment may be entered on the award in any court having jurisdiction.
3.9 Applicable Law and Venue. The validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of the State of Washington.
