TERMS OF SERVICE
This Terms of Service pertains to any agreement that is made as of any date after November, 2020 when the terms herein were updated., between [Contracting Client] , ("Client"), and [Producer Production Company] ("Producer"). Herein, the Producer, and Company are to be viewed as synonymous with No Limits Today LLC.
Producer hereby agrees to produce and deliver to Client the production of the below referenced media(s) (“Specified Media(s)”), subject to and in accordance with all terms, conditions, and specifications set forth herein.
The terms of service in this document for this project may, or may not be identical to the terms of service published at the Company's website. For the purpose of servicing the client for this project, the terms written herein override any and all terms published elsewhere since those are written for a variety of other products and services offered by the Company.
QUALITY
It is the essence of this Agreement that all completed media and services supplied by Producer shall be of applicable production standards. Producer agrees that the media shall be of quality, artistically produced with direction, photography, sound, art, animation, synchronization and other physical and aesthetic content as agreed upon in the bid estimate.
1. FURNISHING MATERIALS, SERVICES, & RELEASES
While the producer will contribute royalty-free content and creative direction for this project, the client can also assume the following role with any amount of involvement:
1.1. Client: Client shall supply scripts, storyboards, product props, production notes, music, celebrity talent, creative guidance/supervision, and related clearances, unless otherwise noted. Producer is not responsible for Editorial/Post Production subcontract but will honor work requested within the 7 day post-publishing period. Client may supply track or musical composition(s) and rights clearances unless otherwise specified.
1.2. Producer: Producer shall deliver the completed project media(s) pursuant to this Agreement and the requirements. Producer shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Producer in connection with the Specified Media(s) to the extent permissible by applicable union or guild agreements. Producer shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are so noted.
(** Must have ordered the ad design and marketing services to qualify for a refund under this term.)
2. CHANGES IN SPECIFICATIONS
If at any time, Client desires to make any changes or variations from the script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress, and such changes result in additional costs to Producer, Producer agrees to notify the Client of the amount before any such additional costs are incurred and Producer shall proceed only after receiving approval (written or oral) from the Client and this shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.
3. OWNERSHIP
Except as otherwise provided herein, Client owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein as well as in and to all the exposed negatives, positives, out-takes and clips. Client grants Producer an exclusive, worldwide, transferable, royalty free license to all media clips produced during the course of the contracted work. However, the producer herein agrees to only feature this production as a demonstration to others who may request examples of previous projects. The producer agrees to never sub-lease, sell or lease this production to other business owners, affiliates or third-party vendors without expressed written permission from the client.
4. SECURITY/CONFIDENTIALITY/NON-DISCLOSURE
Producer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Producer agrees to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product or the Specified Media(s) except as such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Agreement. Unless otherwise specified in writing by the client, the producer and the team will not discuss this project, fees, marketing strategies, production time and other details with anyone, including those professionally, or personally connected to the client. This is in an effort to enforce the client's 100% right to privacy before, during and after this production process. In return, the client agrees to refrain from discussing, publishing, posting and sharing the proprietary marketing strategies, fee schedules and proprietary software or content with anyone who is not connected to their project.
5. INDEPENDENT CONTRACTOR
It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client.
6. PRODUCER WARRANTIES
Producer represents and warrants:
6.1. That Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory.
6.2. That Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by Producer.
7. CLIENT WARRANTIES
Contracting Client represents and warrants:
7.1. Client shall pay Producer within the time periods specified on the "Your Investment" page within the proposal. This includes a 5 calendar- day grace period. Payments not collected within the 5 calendar day grace period following due dates (either featured in the proposal or indicated on invoices) will result in the project being put on hold until such payments are submitted. The Client may choose to involve other talent such as musicians, actors, models, voices and their materials in this project. The Client agrees that their involvement may cause the project to take longer to complete. complete. The Client will be responsible for the activities of other people included in this project and additional time might be requested by the producer for delivery of the final draft.
8. DELIVERY OF MATERIALS
Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1 by Producer to Client.
9. PAYMENTS
Clients agree that making an initial payment as a part of a service that has been split into multiple payments, constitutes an agreement to honor all payments in the arrangement. This pertains to payments processed both on the phone and through invoices. If the client does not cancel services in writing through postal mail or email within 14 calendar days of the next payment due date, it is reasonable to expect that the second payment and all subsequent payments will be honored until the service is paid in full. The Client agrees that by entering such payment agreements, the Company may implement various measures to collect payments owed in the event that a written letter of cancellation has not been submitted by the Client. In the case of written letters submitted after a payment due date, they will be honored after the missing payment has been submitted. Once the missing payment is submitted, no further collection actions will be taken. The Company reserves the right to offer an alternative payment arrangement in lieu of collection actions.
If Client chooses to defer paying any amount beyond the date on which it is due, ownership of the media does not transfer until full payment is made to Producer. The Client agrees that deposits and payments are non-refundable, but may be transferred to a loved one, another product, or a service. This may be referred to as "production credits", or "service credits". They do not expire. However, if No Limits Today LLC. were to change ownership, the new owner will have signed documents that stipulate an obligation to honor service or production credits as a contingency of the new ownership agreement. All clients would be notified within 30 calendar days if such a change were on the horizon.
10. INDEMNIFICATION
Producer agrees to indemnify, defend, and hold harmless Client and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation of Producer in this Agreement.
Contracting Client agrees to indemnify, defend, and hold harmless Producer and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation of Contracting Client in this Agreement.
11. TAX LIABILITY
Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to Client(s) (other than sales tax arising from Producer’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Producer from payment of any such taxes.
12. ASSIGNMENT
This Agreement may not be changed or assigned by either party without the written consent of the other.
13. CONTINGENCY AND WEATHER DAYS
13.1. A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company.
13.2. These circumstances may include but should not be limited to: (1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client) resulting in power outages and internet disconnection.
(2) Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct, voice, self-recorded content for inclusion etc.).
(3) “Force majeure” (meaning but not limited to, earthquake, riots, fire, flood, volcanic eruption, acts of war, meteor or asteroid strikes, labor unrests, civil authority, terrorism, and acts of God).
(4) “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day. This is primarily in the event (but not limited to the event) that the Producer has to conduct on-location and in-person video production with the Company's videographer.
13.3. The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.
13.4. The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days, or premium hours (outside of the Production Company's normal business hours).
14. CONTINUITY, CANCELLATION AND POSTPONEMENT
Monthly continuity payments for advertising campaign creation and/or traffic/ may be cancelled at any time. In this event, the Producer and Company is not responsible for the reduced volume of traffic, that may result from service cancellations.
A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project.
If the Production Company blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then the Production Company makes no further efforts to sell the time. If the job is canceled or postponed within the Guideline time frame, it is unlikely that this time can be re-booked. It should be understood that this time represents the Production Company’s source of income.
If the Producer cancels a service (for reasons other than failure of the Client to submit a payment) that was already secured with a payment, the Producer agrees to issue a 100% refund minus processing fees not to exceed .035%. The cancellation will be issued in writing via email and a time period will be provided for the arrival of the funds onto the payment method from which the funds were taken. The client agrees that this refund period may take up to 30 calendar days.
15. Cancellation and Postponement: Film or Digital Video Production:
A. If notice of cancellation/postponement is given to the Producer by the Client within ONE TO TWO WORKING DAYS prior to the commencement of the final rendering of the video, the Client will be liable to the Production Company for:
(1) All out-of-pocket costs; (2) Full director’s fee as bid; and (3) Full production fee on the job as bid.
B. If notice of cancellation/postponement is given THREE TO FIVE WORKING DAYS prior to the commencement of the final rendering of the video, the Client will be liable to the Production Company for:
(1) All out-of-pocket costs; (2) Not less than 50% of director’s fee as bid; and (3) Not less than 50% of production fee on the job as bid.
C. If notice of cancellation/postponement is given MORE THAN FIVE WORKING DAYS prior to the commencement of the final rendering of the video, the Client will be liable to the Production Company for:
(1) All out-of-pocket costs; (2) Not less than 25% of the director’s fee as bid; and (3) Not less than 25% of the production fee on the job as bid.
15.1 Cancellation and Postponement: CGI or Animation Production:
A. If notice of cancellation/postponement is given MORE THAN HALFWAY THROUGH the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for the full cost of the job as a bid.
(1) All out of pocket costs, including the expense of all staff and freelance labor attached to the project. This expense will include full payment through the original completion date if that labor is not re-booked by the company, or, in the case of the freelance labor, not able to re-book itself on another project.
(2) Full creative fees as bid.
(3) Full production fee on the job as bid.
15.2 Discounts, Cancellation and Postponement: Websites, Ad Design, and Traffic Campaigns
A. The Company is under no obligation to offer discounts. If discounts are offered at the Company’s discretion, during promotions, or in combination with other services. Promotional offers can end at the discretion of the Company.
B. Website and landing page design costs begin at $1000. Pricing varies depending on features and complexity of the Funnel. If a client is offered a lowered price, it constitutes a discount.
Cancellations or postponements for all services OTHER THAN video production (15.1) are required to be submitted in writing within 14 calendar days BEFORE the payment due date. This pertains to clients in a payment agreement for services that have been split into multiple payments, as well as Clients who have issued a digital signature for signed agreements. Making a partial payment constitutes acknowledgement of these terms. Making a payment in full constitutes acknowledgement of these terms.
15.3. PUBLICITY GUIDELINES
Until notified in writing by Client, Production Company and Director each have a revocable license to use finished media(s) for promotional purposes. However, it will not be used in such a way that would cause a conflict of interest for either party, it will also never be used for the benefit of anyone not connected to this agreement.
16. DISPUTE RESOLUTION
In the event of a discrepancy, both parties agree to address them privately with sensitivity and like-minded commitment to arrive at a mutually beneficial arrangement. This does not override terms written herein pertaining to reversal of payments or ad credits, production costs, hourly rates, ad management fees, service packages, and bonuses. While every effort will be made on behalf of both parties to avoid legal proceedings, the prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings. In the event of a legal proceeding, the Client agrees that any and all in-person meetings shall take place in the country and state where the Producer resides and operates. Travel expenses will not be compensated or reimbursed.
17. ENTIRE AGREEMENT AND MODIFICATION
This Agreement and any Addenda attached hereto shall constitute the entire agreement between Producer and Client. Any amendment here to must be in writing and signed by each party.
18. CAPTIONS
The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.
19. NO WAIVER
Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.
20. ENFORCEABILITY
If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions. A client's decision to withhold all communication, avoid communications from our office, and remain inaccessible does not justify exemption from their obligation to honor the service agreements into which they knowingly entered.
21. EQUAL OPPORTUNITY
21.1 In connection with its performance hereunder, Producer agrees not to discriminate against any employee, Client or applicant because of race, religion, sexual orientation, color, sex, national origin, age, disability, or any other factor protected by law.
21.2 No Limits Today LLC. reserves the right to refuse services to anyone who speaks, writes or behaves in such a way that indicates their alignment with views or acts that are discriminatory against any individual, or group. The decision to offer, or not offer services to a customer based on discovery and verification of a criminal past is handled on a case-by-case basis. The Company reserves the right to refuse services nonetheless.
21.3 The Client agrees to the fact that No Limits Today LLC may reserve the right to refuse or terminate services and is under no obligation to explain the reason(s) for refusal. See Also Item 25.3.
22. APPLICABLE LAW
This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Production Company office authorizing this Agreement is located.
23. ADA COMPLIANCE
Any website that is not ADA Compliant may be subject to legal repercussions including, (but not limited to), fines, required court appearance, lawsuit served by a person with a disability and their attorney(s), public humiliation, negative impact on the Client's reputation both on and offline etc. The cost for bringing the website to compliance is $497 per year for up to 1000 website pages under a single domain. The Client agrees that if they were served with a lawsuit for non-compliance, No Limits Today LLC would not be liable and would not be viewed as complicit in the situation. This warning stands equally with verbal reminders issued during the pre-production meeting.
24. Refraining from Copyright Infringement
24.1 The Client agrees not to submit content, images or music that infringes on the copyrights of another individual or entity.
24.2 The Company agrees to only use royalty-free images, music and creative software and will never place the Client at risk for litigation due to plagiarism.
24.3 The Client agrees to avoid plagiarizing content belonging to No Limits Today LLC or any other business entity. The Client is expected to completely avoid this but must agree to be fully responsible (both legally and morally) for committing any acts of plagiarism or copyright infringement. The Company will not be held liable for this type of behavior.
25. Money-Back Guarantee
As stated previously, the Client's video will not be published live and launched for public view until 100% satisfied has been verbally stated or given in writing.
25.1 The Client is fully responsible for actively bringing visitors to the website and Interactive Video if No Limits Today LLC is not hired to do this for the Client. We will calculate the number of video interaction out of the total sum of website visitors per month as indicated by the pixel code.)
25.2 No Limits Today LLC cannot guarantee that viewers will interact with videos and other content. These interactions include clicks, opt-ins, sign-ups, phone calls, chat box inquiries where applicable, etc. The Company is responsible for incorporating conversion elements into creative work.
25.3 If the Client does not receive one or more reports to substantiate the traffic, then 100% refund will be issued to the client. The Client also hereby understands that it takes time to accumulate the traffic data for reporting purposes for brand-new campaigns and will allow for an appropriate amount of (not less than 60 calendar days) time to pass before expecting a lot of data to be reported.
26. Void of Guarantee Terms
The Client agrees that the above-written guarantees are fully voided under the following circumstances and no refunds will be issued if:
26.1 The Client enters a payment agreement for a period of more than 1 month and discontinues monthly payments for ad campaigns, paid advertising, or other obligations.
26.1.a Services were issued at a discount (for website(s), videos (free or reduced in price), ad creatives etc.. Requesting a total or partial refund for services rendered which were delivered at discounted rates, automatically voids the discount. Client agrees to pay for the discounted services rendered at full price. Client may deduct the requested refund amount, or the discounted price(s) paid for services previously rendered from the money owed. If monthly maintenance or hosting fees were waved as part of the discount, refund requests voids this fee waver. Client can agree to forfeit the website to avoid paying for the full price and/or any associated hosting or maintenance fees.
26.2 The Client attempts to reverse any term written herein either verbally or in writing after consenting and agreeing to these terms initially.
26.3 The Client employs another agency or third party to implement, manage or create advertising campaigns for promotion of the product or service for which this agreement was written.
26.4 The Client places one or more videos or any ad creations produced by No Limits Today LLC on a page that violates our principles of not discriminating against any individual or group on the basis of features mentioned in Item 21.
26.5 The Client attempts to publicly discredit, defame, or shame the Company and its affiliates, managers and contractors as a way of handling a discrepancy that should be addressed privately. (See Item 16.)
26.6 The Client engages in activities that may result in spoiling the reputation of the Producer and its web properties or Company name due to being connected to or associated with the Client. (i.e. drug trafficking, human trafficking, pedophilia, felony charges, money laundering, fraud, identity theft and any heinous act that leads to investigations that might reveal an association with No Limits Today LLC and bring negative attention. If none of these result in negative press against the Company, then services may be brought to completion with no gap in production time at the Company's discretion.
26.7 The Client is no longer able to complete the project or continue with payment obligations. The Client understands that this may result in low, or poor performing campaign results. The Client agrees not to hold the Producer liable under this circumstance.
26.8 The client has not given sufficient time (min. of 90 days) for traffic campaigns to garner sufficient exposure to the client’s product(s) or service(s).
26.9 The client opted to discontinue traffic campaigns after less than 90 days and still received services at the generous discretion of the company (i.e. phone consults, video creation services, research reports etc.)
27. Credits and Transferability
27.1 The Client agrees that payments are accepted and automatically logged as production credits for a selected service. The Client can change the type and sum of services for which the credits may be applied.
27.2 The Client can also transfer the credit to a friend, business partner or associate, or family member. In this event, the Client must submit a request in writing via email within no less than 24 hours prior to the onset of production and fulfillment of the originally intended service(s).
27.3 The person receiving the credits (the "recipient") must be notified by the Client and the recipient's contact information must be provided by the Client to the Company in the written transfer request email. No services will be rendered for the recipient until their contact information and service request(s) is received in writing. No partial transfers are allowed. The Client may transfer all of their credits or none at all, and credits never expire.
27.4 A phone confirmation may also be attempted. All calls may be recorded for quality assurance. Once the recipient has agreed in writing to use the credits, or signs a service agreement, the credits are not reversible.
27.5 The Client and the recipient will be notified that any requested services with costs exceeding the total value of the credits will need to be paid in full before credits may be used for the completed payment of a product or service. Credits may also be applied towards monthly continuity offers and programs if the total amount of credits are sufficient.
28 Affiliate Partners and Referrals
Anyone accepted into the Company's affiliate program will be subject to additional terms and conditions under this section (to be provided in writing before an affiliate agreement is signed) and also includes the following:
28.1 A person may apply to be an affiliate, or may be invited to assume the role of an affiliate. Affiliates receive commissions when they refer a new client to the Company who then orders a product or service. Commissions under this condition are paid on a net 30 calendar day basis.
28.2 The commission amount will range from 10%-50% of the sale price depending on the product or service being sold. All affiliates will receive marketing creatives and other materials along with tracking details to ensure fair and accurate reporting of performance and commissions.
28.3 While refunds are not widely available because all customer payments are accepted and converted to service credits, any refunds issued will be counted against future commissions.
28.4 If accepted as an affiliate, the Client agrees to be bound by the Company's Terms of Service and Privacy Policy, in addition to pledging not to engage in unethical marketing practices either online or offline.
28.5 The Client may also submit Referrals for which commissions may be paid. A "Referral" is someone personally, or professionally known to the Client. It is expected that in submitting referrals, the Client observes the Company policy regarding discrimination (Item 21.2), reputation (Item 26.6), refusal (Item 21.3) and exclusivity (Item 29)
29. Exclusivity
The Client understands that his or her company stands to benefit from the Company's policy to enforce exclusivity. Under this policy:
29.1 The Company will not provide or accept funds for paid advertising campaigns of the Client's direct competitors within the same area and within a 12 mile radius of the area. In other words, two competing companies in the same niche will not be featured in our strategic traffic campaigns at the same time.
29.2 Two or more niche-related companies can purchase advertising services for different geographical areas, since targeting consumers residing in the same areas, or in the same demographic categories in this instance will not be allowed.
29.3 Specifically, Nebraska targeting for ABC Company and New Jersey targeting for another ABC Company is allowed. However, both ABC Companies cannot pay for targeting the same areas and demographics. This will be sold on a first-come-first-served basis) This will remain until the company with the winning bid decides to close their campaign, thereby making the campaign strategy and production slot available for another competitor.
29.4 Two companies can purchase ad campaigns for the same exact areas provided that they operate in two different niches or industries. Exclusivity is a special service that the Company offers to help clients stand out from their competitors. The rates and fees for this service are subject to change and may go up or down depending on promotional packages being offered and other services being added to the traffic campaign.
29.5 Exclusive traffic campaigns shall not be confused with the term, Lead Generation. It is not a practice of the Company to promise leads for traffic campaigns as that depends on off-page and off-line factors beyond the Company’s control. If a client needs leads for their business specifically, this must be expressed prior to the onset of traffic campaigns in order that the Company may provide alternative service options. The Company does have strategic partnerships, and affiliate entities that offer focused lead generation services. The prices vary and are not set by the Company herein. If alternative services are selected for the purpose of generating leads, the client will be bound to the terms of service issued by the lead provider. The Company will not be credited with the success, or liable for the failure of such lead generation campaigns as they are not issued directly from the Company.
29.5a Lead Generation for Agencies
The company utilizes proprietary software that provides data for corporations both large and small. Based on this data, the Company can provide agencies and trainees a calling list with specific objectives to educate or provide services for corporations/owners who want to achieve specific marketing objectives. This form of lead acquisition is not made available to the general public. The offer to supply such leads can be safeguarded or suspended without notice and without explanation at any time. This is exclusively for agencies and success coaches operating in the B2B space.
29.6 Monthly Website Maintenance Service
The monthly maintenance of the website fee will be billed exactly 30 days following the final payment of a service. If the client wishes to discontinue the maintenance fee payments, a written notice must be submitted via email or postal mail within 14 calendar days of the next billing due date. Cancellation of the maintenance fee automatically releases No Limits Today LLC of obligation to monitor, back up content and images, provide SSL Certification and update the website. It will remain as-is. This is also explained in the Terms of Service.
No Limits Today LLC.
1317 Edgewater Drive #846
407-974-6259
support@nolimitstoday.com
