Terms and Conditions

TERM OF AGREEMENT

1. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. 

2. These terms and conditions shall apply in respect of all goods and services Director Ave supply to you (“the Service”). You agree that in entering into this agreement, you shall not rely on any representation or understanding, whether oral or in writing, which is not included or referred to in these terms and conditions

 

BACKGROUND 

The Client is of the opinion that Director Ave has the necessary qualifications, experience and abilities to provide services to the Client and will not be asked to further prove their ability or to create any demonstration of their knowledge or skill set.

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DEFINITIONS

Performance Scene: A clip in a music video the length of the song in which the artist is lip syncing to the song.

B-Roll: Any clip in a music video, usually in slow motion in which the artist is not lip syncing to the song.

Green Screen: A method of placing the artist in any environment through filming in front of a clean green background.

3D Character: A method of placing a 3D animated character in any environment.

3D Assets: All objects in a 3D animation.

Treatment: A written down idea typically presented via a powerpoint or slides presentations.

Retainer: The payment of half the total production cost that is given to Director Ave to secure the video. 

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PAYMENTS, PROCESS, RETURN TIMES 
The Client will be invoiced as follows: 

 

1. No payment will be required prior to the shooting of in person footage for non-animated videos. The only exception of this rule is when Director Ave must travel more than 2 hours of driving in order to get to the shoot in which case the plane ticket/travel fees must be reimbursed before travel.

2. No cancelation fees will be imposed if the client can not make it to the shoot or meeting. 

3. A retainer fee will need to be paid to secure a spot in the waiting list. This spot may only be secured once all filming is complete, all assets have been collected, and the retainer is completely paid.

4. Director Ave’s editing work on this project will begin once all other projects that have had their retainer in before the Client’s have been completed and the Client's spot on the waiting list is number one, or two if Director Ave is editing two projects at once.

5. The last portion will be requested upon the completion of the project. The Client may not request to see the whole completed project before payment.

6. Once full payment is received, Director Ave will send the master file and wait for the Client to provide a list of requested changes as outlined in the revisions section.

7. Once changes have been completed a revised final master copy will be sent to the Client. Upon request one different cropped version for social media can be provided before released. Should the Client require further copies an additional charge will apply. A separate quotation will be issued for the production of additional copies.

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Times given for delivery of the Service are estimates only and are not promised.

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Client may check in with Director Ave to know their position on the waitlist anytime.

 

No master files or source files will be sent to the client before the entire payment is received.

 

Invoices submitted by Director Ave to the Client are due within 30 days of receipt.

A failure to pay the total fee will result in an increase in a holding charge outlined in the Storage Fee section.

 

If payment is overdue and/or you are in breach of your obligations set out in this agreement Director Ave reserves the right to stop or postpone delivery or performance under this agreement and Director Ave will not be liable for any loss you may suffer as a result of application of this clause. 

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3D ASSETS:  

All objects in a 3D animation must be created from scratch or purchased. Most animations are able to be done with little to no 3D asset budget but with a smaller budget for assets, there are limitations of quality. Director Ave will create some objects for free, but some objects will required to be purchased. In the planning process of a 3D animation, Director Ave will present the client with a selection of the different 3D asset options for each object that will be needed in a 3D animation.  

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STORAGE FEES

This section applies to any client project that collects data above 1 gigabyte that has either been sent an invoice and has still not paid 30 days after the invoice was sent, or any client that has shot with Director Ave and has not sent a retainer 30 days after shooting:

Project data and Masters will be stored for 6 months at $50 per month but will be permanently deleted after that 6 month period. 

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REIMBURSEMENT OF EXPENSES 

1. Director Ave will be reimbursed at the end of the production for assets and reasonable expenses incurred by Director Ave in connection with providing the Services. The bill for these additional costs will be attached to the final invoice.

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2. All expenses must be pre-approved by the Client.

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INVOICES

The Client may request an official invoice, but the lack of an official invoice does not impact the terms of this agreement in reference to the word invoice. Written communications signaling the Client owes Director Ave payment is equally legally applicable to the term "invoice" in this agreement. 

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CEO/PRODUCER/INVESTOR

Anyone who does not have their information submitted at the bottom of this agreement by the start of the project will have zero input or control in the final say of this project. By signing this agreement, the signee is stating that their word is the final say in the direction of this project. The signee is not acting as a middle man communicating with higher ups that have not read this agreement, but is the person fully responsible for the final approval of this project. If the signee claims to be this person in power but is later reveled to not be, and someone above them has any issue with the project, the full responsibility of any problems will be on the signee. If this situation is revealed, the project will be immediately stopped until the real person of power signs this agreement. The signee is fully responsible for paying all dues, and showing this agreement in full to anyone who will be involved in this project. Any lack of communication between the signee and other members of their constituency about the contents of this agreement is the fault of the signee.

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COMMUNICATIONS

The Client will:

• (a) provide the Client Materials in a timely fashion; and

• (b) respond to Director Ave’s correspondence quickly if a quick return time is requested

 

Client may set up a meeting up to one time weekly during the project’s creation via phone, FaceTime, or in person to consult in good faith with each other over the progress of the Deliverables. The Client will have the responsibility to ensure that the final Deliverables are headed in the right direction, and raise any concerns as they occur in the Preview Material.

 

PREVIEW MATERIAL

The Client will be provided content to preview 3D animated scenes, this content may include but is not limited to the following: Screenshots, low resolution previews, and a screen recording of software. A minimum of one of these for each scene will be provided by Director Ave, but the Client may request more than one in order to make their best assessment in aims to avoid Revisions.

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FINAL RENDER (3D ANIMATIONS)

Director Ave agrees to let the client know that they are about to begin the final render of each scene being worked on and will only proceed with an acknowledgment by the Client. The Client understands that the exporting process of 3D animation (rendering) takes a long time and disables use of computers for other purposes. This time frame can only be quicker if the project is sent to a render farm which will be an additional cost. To avoid this the Client will have a high attention to detail and be clear in their requested changes before the Final Render. If there are changes requested to the 3D animations after the Final render, the Client understands that we will enter the Revisions process. 

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REVISIONS

Commercial Revisions:

All commercials will have a set amount of revisions and price of additional revisions listed in the project proposal.

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3D Animations For Music Video Content:

Revisions may be made at any point before the Final Render of that scene for free as long as it does not extend outside the initial scope of work. 

Other than as stated in above changes if more changes are requested after the content is rendered in the Final Render, a rerender of content is billed at the total rate per second times .25

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Visual Effects With 3D Animation For Music Video Content:

Revisions may be made at any point before the Final Render of each scene for free as long as it does not extend outside the initial scope of work. 

Other than as stated in above changes if more changes are requested after the content is rendered in the Final Render, a rerender of content is billed at the total rate per second times .1

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Within the sequence of the 3D animated clips or VFX shots, Client may send one list of revisions after the full payment is received and have those changes made free of charge as long as they do not require more work or rendering within 3D programs. This process may be repeated once more for a total of two free rounds of revisions. 

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Treatment Films:

Client may send one list of revisions after the full payment is received and have those 

changes made free of charge as long as they stay within the purchased package.

This process may be repeated once more for a total of two free rounds of revisions. 

Other than as stated in above changes if more changes are requested after the content is rendered a rerender fee of $50 per export will apply.

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Run And Gun Videos:

Client may send one list of revisions after the full payment is received and have those 

changes made free of charge as long as they stay within the purchased package

Other than as stated in above changes if more changes are requested after the content is rendered a rerender fee of $50 per export will apply.

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Changes That Will Result In Additional Charges Include:

a. Changes that result from inaccurate on misleading information having been supplied by you at any point;

b. Changes that result from your failure to obtain consent from any third parties or employees necessary in the delivery of the Service;

c. Changes that result from a significant change to the brief;

d. Additions to the original brief in the form of extra variations or edits of the originally planned piece outside of simple crops for social media, or the specified exceptions. 

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The Hour Rule

Beyond completion of the final Master Director Ave will allow the ‘The Hour Rule’. By this it is meant that any change or alteration to the final Master that we deem will take less an hour will not be charged.

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ARTISTIC RELEASE

Style: Client has spent a satisfactory amount of time reviewing Director Ave's work and has a reasonable expectation that the Director Ave will perform the Services in a similar manner and style unless otherwise specified. 

Consistency: Director Ave will use reasonable efforts to ensure Client's desired Services are produced in a style
and manner consistent with the Director Ave's current portfolio and Director Ave will try to incorporate any
reasonable suggestion made by Client. However, Client understands and agrees that:

1. Every client is different, with different tastes, budgets, and needs;
2. Visual services are often a subjective art and Director Ave has a unique vision, with an ever-evolving
style and technique;
3. Director Ave will use his artistic judgment when providing Services for Client, which may not include strict
adherence to Client's suggestions;
4.Although Director Ave will use reasonable efforts to incorporate the Client's suggestions and desires when
providing the Client with the Services, Director Ave shall have final say regarding the aesthetic judgment and
artistic quality of the Services;
5. Dissatisfaction with Director Ave's aesthetic judgment or artistic ability are not valid reasons for termination
of this Agreement or request of any monies returned.

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CAPACITY/INDEPENDENT CONTRACTOR 

In providing the Services under this Agreement it is expressly agreed that Director Ave is acting as an independent contractor and not as an employee. Director Ave and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

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NO EXCLUSIVITY 

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during or after the Term, to engage or contract with third parties for the provision of services similar to the Services.

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SUSPICION OF NO FUTURE PAYMENT

This section is designed to keep the optimism required in artistic projects alive, and to keep criticism constructive. If after starting a project, the Client shows any of the following red flags that would cause Director Ave to believe the Client does not intend to complete payments, before continuing to work, Director Ave may stop working on the project and request to secure the next payment before the scheduled payment:

1. Negativity: Client says something negative and non-constructive in their criticism/rhetoric about the project.

2. Personal Attacks; Client says something negative that has nothing to do with the project, but is just a personal attack of Director Ave or his character. 

3. Devaluing the work; Client says something negative that indicates a clear lack of respect for Director Ave's time spent, effort, or knowledge. 

4. Difficulties securing past payments; Client has made it difficult to secure any other earlier payments.

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CANCELLATION
Director Ave will not charge any cancellation fees as long as no work has been completed.

If work is done, an invoice will be sent by Director Ave estimating the completed proportion of work that was originally proposed and send an invoice at the dollar amount equivalent to that proportion. 

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DEAD PROJECT

If after doing any work, Director Ave is waiting on the Client in any capacity and this is limiting the project from being completed or moving forward, the client has 15 days from the last communication point to give Director Ave the necessary information to proceed. If there are over 15 days of no communication on an active project, the project will be considered "dead".  To "revive" the project, the client must submit the entire payment. If the client attempts to revive the project after 30 days, there will be a storage fee based on how long it has been dead, and the project will be moved to the bottom of the videos in the que of Director Ave's active projects.

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REFUNDS

The retainer may be refunded up to 48 hours after being sent as long as no work has been done.

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OUR COPYRIGHT POLICY
Director Ave has a fair approach to copyright. All copyright vested in the media produced by Director Ave shall be assigned to all subject to the following:

a. Payment in full is received from you for all outstanding invoices;

b. The Client grants Director Ave a royalty free license to use all copyright in the media produced by Director Ave for Director Ave's own promotional purposes such as on our website, social media or otherwise;

c. All design concepts such as logos, themes, plans, and 3d models shall remain vested in Director Ave and shall be made available to the Client on license save that the Client shall only be permitted to use such material and design concepts for the purpose identified in the brief;

d. The work is made for hire. 

 

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STORAGE AND DATA LOSS

Director Ave's data is handled with care and protected, but Director Ave shall have no liability to Client for any loss of data. 

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LEGAL LOSSES AND LIABILITY 
You agree to indemnify and hold us harmless for all liabilities, loss, claims and expenses that may arise from any breach of these terms and conditions by the Client, including any third party liabilities incurred by us.

 

Any claim that you may have against Director Ave must be notified to Director Ave in writing within one month of the claim arising.

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ASSIGNMENT
Director Ave reserve the right to assign or sub-contract any or all of the rights and obligations under these terms and conditions without your further consent to such assignment or sub-contract.

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SEVERANCE
If any provision of these terms and conditions (whether in part or in whole) is held by a Court or jurisdiction to be illegal, or unenforceable the parties shall agree to amend the relevant provision as shall be necessary to ensure its application and the remaining provisions of the Contract shall remain in full force and effect.