To make our service effective and efficient

We have a few guidelines to follow

This Agreement is made and entered into on the BETWEEN , Vito Scarnecchia, Inc, DBA VydeoEase, a California company, acting through all its directors (hereinafter referred to as “Agency”); AND ____________________(hereinafter referred to as “CLIENT”, which expression shall, unless it be repugnant to the context or meaning thereof. 

 

RECITALS WHEREAS: 

1. The Agency is engaged in the business of providing services of Video Post Production. Meaning:  footage intake, editing, delivering a finished video and uploading it to clients’ Youtube channel. 
2. The CLIENT is engaged in the business of recording video for their own professional use. 
3. The CLIENT is desirous of procuring the services of for Video editing services
4. Pursuant to discussions and in consideration of the undertakings, obligations and covenants of the CLIENT, and/or its affiliates have agreed to provide services to the CLIENT, on the terms and conditions more particularly set out herein below. 

 

SCOPE OF SERVICE 

In a timely manner Client will deliver all media by hyperlink to an uploaded folder of their choosing. Drive, Dropbox, Box. All Media means:  title of video, raw footage, Thumbnail, intro, outro, subscribe panel, end panel, copy (description) to add to youtube , CTA copy and link.

Time is of the essence, a minimum of 7 days before the agreed upon “live date” is required. Any delays may cause the Agency to miss the Clients  live date deadline.

It’s best if you give 10-20 days ahead of schedule so that we make your deadlines. The Client should also consider batch recording 4-5 at a time so you complete your recordings in one day.

The agency shall incorporate all collateral in delivered folders by the client, may use outside b-roll or graphics to enhance video and make it a usable video for clients promotional purposes.

There will be no more than 3 revisions per video project. After approval, the editor will upload to the clients channel, add title, copy, tags as given in the upload worksheet. Editor will schedule live date and time, and deliver links to clients.

 Options are offered as upgrades for a nominal fee, which can be done a la carte individually, packaged, or upgraded to a higher account.

 

RESPONSIBILITIES OF CLIENT will need to provide: – Company Logo(s) and other marketing material when requested – Timely communication and responses when working with staff to avoid delays in executions CLIENT must be timely and proactive in the actionable strategies or tactics needing to be implemented as agreed upon by both parties. 

 

ETHICAL DEALINGS  CLIENT may at any time during the term of this Agreement, relieve its services if the latter is found to be operating unethically, maliciously, or with fraud to CLIENT. VydeoEase may at any time during the term of this Agreement relieve CLIENT of its services if CLIENT is found to be operating unethically or with malicious intent. 

 

USE OF COPYRIGHTED Materials– Client agrees and understands that use of copyrighted or patented materials without written consent of the owner is strictly forbidden. It is the clients responsibility to NOT deliver any materials that have a restricted use of any kind. VydeoEase will not research or review the use of materials. It is not our intention to use anyone’s copyrighted or patented materials without written consent of the owner. The CLIENT assumes all accountability and is responsible for any costs, legal and otherwise for any copyright infringement. VydeoEase takes ZERO accountability of any use of copyrighted or patented materials without written consent of the owner. 

 

RETENTION OF CLIENT MATERIALS

Client fully understands that materials (files, videos, photos, etc) delivered to VydeoEase will be saved in folders for up to 1 month. We do not archive, save, keep client materials in any way. It is the responsibility of the client to keep their materials if so desired. We will, as a matter of course, keep in our file, standard use materials, which include: headshots, often used photos, often used B-Roll, Logos, for efficiency. 

 

OWNERSHIP OF MATERIALS

All material delivered, generated, created by the client or for the client is owned by, and the sole responsibility of the client. 

This includes:

• Raw Video Files
• B-roll, licensed or unlicensed
• Music, licensed or unlicensed
• Graphics, lower thirds, licensed or unlicensed
• Animations, licensed or unlicensed
• Photos, licensed or unlicensed
• Logos, taglines, headshots delivered or created by the client 
• Anything created on behalf of the client.

 

CONFIDENTIALITY Any sensitive figures, data, sales projections, budgets amounts, sales reports, etc relating to the brand, obtained by will remain confidential and will not be shared with anyone outside the company. Each Party (the“Receiving Party”) agrees that it will not disclose to any third party or use any Confidential Information of the other Party (the“Disclosing Party”), except as expressly permitted in this Agreement, and that it shall take all reasonable measures to maintain the confidentiality of all such Confidential Information in its possession or control, which shall in no events be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, the obligation of confidentiality shall not apply to any disclosure (i) of information that is in or enters the public domain other than by reason of a breach by the Person receiving such information, (ii) of information that was in the possession of the receiving Person prior to its disclosure to such Person, or (iii) required by law, regulation, legal process, or order of any court or governmental body having jurisdiction provided, however, that prior to such disclosure, the Party who is required to disclose the information shall inform the other Party and consult with that Party as to the information which will be disclosed and, provided, further, that the information so disclosed shall be limited to that legally required to be disclosed pursuant to such law, regulation, legal process, or order of any court or regulatory / government authority. Contract Terms The period of the contract is for 12 months from the signing date of this Agreement.  This agreement will be signed once again on the 1st of January of each year.

 

CLIENT agrees that THE SUBSCRIPTION for services as mentioned in the above Scope of Work is either annual charge or a monthly recurring charge billed every 30 days during the term of the Agreement. Right To Cancel: If after 90 days (3 months) from the commencement of the Agreement, the CLIENT is not completely satisfied with the services provided by VydeoEase, Client may cancel this Agreement by giving a one month notice in writing via email. Failure to follow the cancellation policy mentioned in this clause will result in continued billing. 

The Parties further agree that in the event this Agreement is canceled /terminated for any reason, the CLIENT shall not be liable to pay the Fees from the effective date of termination of this Agreement. 

 

CANCELLATION POLICY 

There is and never will be a Cancellation fee. What will happen is the client will lose:

• Pricing- in case of price increases, the client will no longer enjoy the lower subscription fee and will have to pay the latest fees.
• Editor- The client will lose their relationship with their assigned Editor. 
• All Collateral- after one month, the collateral, past videos and broll will be removed from our files.
• Removal of permissions. VydeoEase will remove all permissions for editing, uploading or assisting in any social platform.

 

PAYMENT: It is agreed that the CLIENT shall, depending on the plan choice, which are titled “Easy”, “Easier”, or “Easiest”, will pay a monthly subscription fee for an annual term.

Supplemental or additional services will be offered at a cost to the client.

This will allow the client to receive the service of:

• Weekly edited videos no longer than 5-10 minutes
• Additional 10 minute segments will incur a fee of $50 per additional 10 minute segment.
• The same Editor – unless there is an unforeseen event that prevents the editor from performing their duties. The Client or VydeoEase can, for whatever reason, change the editor for another.
• Legacy pricing is in effect, for as long as possible.

If the client changes or cancels the subscription for any reason, the client will lose the benefit of legacy pricing, retaining the same editor, and will have to onboard again if VydeoEase Removes any client owned collateral, files etc.

ANY VALUE ADD ITEMS ARE SUBJECT TO CHANGE

Monthly subscription fees will be auto charged by the website as agreed. It is agreed by the parties hereto that in the event of any delay on the part of the CLIENT to pay the Fees within 7 days from the due date, would constitute a Material breach of the Agreement by the CLIENT and shall have the right to stop service of any and all kind to the CLIENT after the expiry of such period until all outstanding dues have been cleared. 

 

VIDEO BANKING

Videos are not banked. IF Client can not record and send in raw videos every week, and falls short of their weekly commitment,, the Company can from time to time give TheClient a “make good”. A “make good” is a video that we will produce out of sequence of your weekly video process, to make the Client whole. 

However, if Client does not send in a video for post production more than 3 times, then the client will lose “make good” videos, and be subject to cancellation of the Client’s current subscription. 

The Client’s best action is to schedule a time in your month to record multiple videos at one time, send them in as batches and focus on your business.

Any “Make Good” must be approved by management.

 

ADDENDUM TO AGREEMENT 

For the sake of understanding the scope and position of this company, Our Editors, CSR, Managers and other contractors fall under the protection and supervision of VydeoEase. With this in place, the following rules enforce our agreement with you as the client:

Extra Work is not approved until scope, pricing and proposal are clearly defined, approved and understood by both parties, and paid for in advance. 

At no time will it be inferred that a client has been given authority to move forward with any project until management has approved it.

 The plan you signed up for, is the plan we will provide. 

At no time will it be inferred that a client is approved to add extra videos or value unless an upgrade or Extra Work Order has been approved and paid for.

 

All Job Requests – whether by plan, or extra work, must be submitted through the Job Request Form. We cannot and will not start a job until we have received the basic information, reviewed the materials, and placed them in the editor queue.

All Communication is to go through your assigned Customer Service Representative – CSR.

At no time will an editor communicate with a client directly. This is a breach of ethics that will result in immediate cancellation of your subscription. 

Any Beta Programs discussed are to be by invite only and when VydeoEase is ready to introduce them.

At no time will it be inferred that a client is invited. Certain rules and parameters need to be introduced and followed.

 

LIMITATION OF LIABILITY.

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.

IN NO EVENT SHALL THE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO YOU BY THE COMPANY. THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.

For purposes of this section, any reference to “the Company” shall include the Company’s affiliates, officers, employees, principals, agents and contractors.

 

TERM AND TERMINATION.

This Agreement shall commence upon the last signing by a Party and may be terminated by either Party upon written notice to the other. If we terminate this Agreement due to breach by you, no further Fees shall be paid to you and we may seek such other relief, equitable and legal, as may be available. If you terminate, the Fees due and owing to you shall be paid as provided herein. Regardless of who terminates, upon termination, any and all rights and licenses granted by us to you shall immediately cease and you shall immediately stop using and remove the Links and the Marks from the Affiliate Site.

WAIVER.

You expressly and unconditionally waive any and all claims against the Company, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:

 

(a) the Site is partially or totally inoperative or inaccessible;

(b) there are bugs, errors or inaccuracies in the Site;

(c) a suspension, termination or other action was taken with respect to your account by the Company even if such suspension, termination or other action resulted in a loss of profits to you;

(d) any claim relating to a change in this Agreement by the Company;

(e) withholdings, deductions or offset in connection with payment of Fees due to applicable tax or currency control restrictions.

 

For purposes of this section, any reference to “the Company” shall include the Company’s affiliates, officers, employees, principals, agents and contractors.

No waiver by the Company of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by the Company in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. 

You are solely responsible for the security of your Account, and the username and password associated with your Account. You hereby waive and dismiss any claims against us and agree to indemnify, defend and hold us harmless against any unauthorized use of or access to your Account by an unauthorized person using your username and password. 

You agree that any dispute you raise shall be as an individual only, not as a class or with or behalf of anyone else. You expressly waive any right to bring a class or collective action, or be a member in a class or collective proceeding. The Company may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.

INDEMNIFICATION 

The Company and its affiliates, owners, principals, officers, employees and agents shall be referred to, collectively, as “the Company Indemnitees.”

You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to the Company Indemnitees) and hold the Company Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from:

 

(a) any misrepresentation by, or breach of any covenant or warranty of yours contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder;

(b) any non-fulfillment of any agreement by you under this Agreement;

(c) any suit, action, proceeding, claim or investigation against the Company Indemnitees which arises from or which is based upon or pertaining to your acts or omissions or conduct of business; 

(d) failure to comply with the terms of this Agreement by you or your employees and agents; 

(e) failure to comply with applicable law by you or your employees and agents;

(f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your employees and agents; 

(g) failure to pay appropriate taxes for yourself or your employees and agents (including withholding taxes, if any); or

(h) the Affiliate Site contains or promotes materials that infringe or violate the copyright or other intellectual property rights of any third-parties.

 

If any lawsuit, enforcement action or any attempt to collect on an alleged liability is filed against the Company Indemnitees, written notice thereof shall be given to you within ten (10) business days after receipt of notice or other date by which action must be taken; provided, however, that the failure of the Company Indemnitees to give timely notice shall not affect its rights to indemnification hereunder except to the extent that you demonstrate damage caused by such failure. After such notice, you shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at your reasonable cost and expense. The Company Indemnitees shall cooperate in all reasonable respects, at your cost and expense, with you and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. You shall not, without the prior written consent of the Company Indemnitees, effect any settlement of any proceeding in respect of which the Company Indemnitees is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by you and includes an unconditional release of the Company Indemnitees from all liability on claims that are the subject matter of such proceeding. 

If you shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then the Company Indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as the Company Indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by you upon demand by the Company Indemnitees.

The Company may deduct or offset or withhold your Fees if the Company, in its sole and absolute discretion, determines that you have committed some act that is likely to result in disputes, chargebacks or damages to the Company to which the Company would be entitled to indemnification by you.  

ASSIGNMENT; SUCCESSION.

You may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.

This Agreement shall be binding upon the Parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.

 CHOICE OF LAW.

This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws, rules or principles.

DISPUTE RESOLUTION.

To the fullest extent permitted by law, all disputes arising out of and related to this Agreement (“Disputes”) shall be resolved as follows:

Notwithstanding anything herein to the contrary, each party retains the right to pursue in Small Claims Court any dispute within that court’s jurisdiction. Further, this arbitration provision shall apply only to disputes in which either party seeks to recover an amount of money (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of the Small Claims Court. 

Arbitration. The arbitration shall be initiated and conducted pursuant to the arbitration rules of the American Arbitration Association in effect at the time the request for arbitration is made. Arbitration shall be final and binding upon the Parties. Any Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, no Party shall initiate or prosecute any lawsuit or administrative action in any way related to any Dispute. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Notwithstanding anything herein to the contrary, either Party shall be entitled to seek to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect such Party’s rights and interests. Affiliate hereby consents to exclusive jurisdiction in and venue in State of California for all proceedings arising out of this Agreement.

 

WAIVER OF JURY TRIAL.

Each of the Parties knowingly, voluntarily and irrevocably waives, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of any Party in negotiation, administration, performance or enforcement of this Agreement.

REMEDIES.

All rights, remedies, undertakings, obligations and agreements contained in this Agreement or available at law, in equity or otherwise, shall be cumulative, and none shall be a limitation of any other remedy, right, undertaking, obligation or agreement.

This Agreement shall be binding upon the parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.

FORCE MAJEURE.

The Company shall not be responsible or liable for any delay or failure to fulfill any provision of this Agreement if such a delay or failure results directly or indirectly from any act of God, war, riot, insurrection, embargoes, acts of civil or military authorities, fires, floods, explosions, accidents, or any other cause beyond the reasonable control of the Company.

INTERPRETATION.

You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.

This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.

The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

COUNTERPARTS.

This Agreement may be executed in counterparts, via any means (including facsimile and e-mail), all of which shall be effective, but when taken together shall comprise one agreement.

SEVERABILITY.

If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

AMENDMENTS.

The Company may modify or amend the terms of this Agreement at any time by posting such changes on the Site and/or notifying you by email. No such amendment shall be effective until at least thirty (30) days after the posting or email notice, whichever occurs first. Notwithstanding any modification, the rights and obligations of the Parties relating to the consideration to be received hereunder and any fees to be charged as between Parties as to any occurrence prior to the effective date of such modification shall remain unchanged by any such modification.

NOTICES.

Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in Person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage prepaid, or delivered via telecopier or facsimile transmission addressed as follows, or to such other address has such Party may notify to the other Parties in writing:

 

Entire Agreement 

CLIENT acknowledges that these Terms with the included Privacy Statement constitute the entire Agreement between the CLIENT and Severability CLIENT agrees that if any term in this Agreement is deemed to be invalid, unlawful or unenforceable for any reason, all other terms shall remain in force. Copyright agrees not to use any copyright material from sources not provided by the CLIENT in marketing and advertising efforts which can lead to legal complications for the client. The Client agrees not to provide any creative pictures or content which can cause any legal complications to .