VIVID CANVAS, LLC

TERMS & CONDITIONS

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Last Updated: 1/29/2025

1. Introduction

1.1 Parties: These Terms and Conditions (“T&Cs” or “Agreement”) govern all services (“Services”) provided by Vivid Canvas, LLC (“Vivid Canvas,” “we,” “us,” or “our”) to any individual, business, or organization (“Client”).
1.2 Scope: These T&Cs apply to filming, videography, production, post-production, wedding/event coverage, and related services. They form part of every contract or invoice unless expressly waived in writing.
1.3 Acceptance: By paying a retainer/deposit, signing an agreement, or otherwise engaging our Services, the Client acknowledges and agrees to these T&Cs.

2. Definitions

• “Services”: All film production and videography services, including wedding/event shoots, editing, and deliverables.
• “Project”: The specific assignment or production as described in the Client’s invoice or statement of work.
• “Deliverables”: Any products resulting from our Services, including raw footage, edited footage, photos, or related media.

3. Booking & Deposits

3.1 Deposit/Retainer:

• A non-refundable deposit (percentage detailed in the invoice or statement of work, typically 25%–50% of the total fee) is required to confirm and secure the booking date(s).
• Work will not begin, nor dates be reserved, until the deposit is received.

3.2 Payment Schedule:

• The remaining balance will be due according to the schedule stated in the invoice, statement of work, or contract.
• Full payment is typically required on or before the first day of filming for most events, unless otherwise specified in writing.

4. Cancellation & Rescheduling (15-Day Minimum)

4.1 Cancellation by Client:

• If the Client cancels the Project 15 days or more before the scheduled filming date, any deposit paid remains non-refundable; however, no additional fees will be due.
• If the Client cancels within 15 days of the scheduled filming date, the Client is liable for 100% of the total Project fee (including the deposit). This amount compensates Vivid Canvas for reserving the date(s) and any expenses incurred.

4.2 Rescheduling by Client:

• Rescheduling requests made 15 days or more before the scheduled date may be accommodated at no additional cost, subject to Vivid Canvas’s availability.
• Rescheduling requests made within 15 days of the scheduled date may incur a fee of up to 25% of the total Project fee. Additional third-party or venue fees remain the Client’s responsibility.

4.3 Cancellation/Rescheduling by Vivid Canvas:

• In the rare event Vivid Canvas must cancel (e.g., due to illness, emergency, or circumstances beyond our control), we will refund the deposit and/or attempt to secure a qualified replacement at no extra cost to the Client, subject to Client approval.
• Rescheduling by Vivid Canvas will be mutually discussed and agreed upon; if no mutual date can be found, the Client may receive a refund of the deposit.

5. Services & Deliverables

5.1 Scope of Work:

• The invoice, statement of work, or contract will outline the specific Services (e.g., hours of coverage, film style, number of final videos).
• Any changes (e.g., extended coverage, additional editing) must be agreed upon in writing (email or contract addendum) and may incur additional fees.

5.2 Delivery of Final Materials:

• Vivid Canvas will use reasonable efforts to deliver the final edited product within the timeframe listed in the agreement (e.g., 4–8 weeks).
• Delays caused by the Client (e.g., late feedback or approvals) may extend delivery timeframes without penalty to Vivid Canvas.

5.3 Revisions:

• The Project fee typically includes a set number of revisions (commonly 1–2 rounds). Additional revisions beyond that scope will be charged at the rate specified in the contract or invoice.
• Clients must provide revision requests in writing within the period stated in the contract (e.g., within 7 days of receiving a draft).

6. Ownership & Rights

6.1 Ownership of Raw Footage:

• Vivid Canvas retains ownership of all raw footage and source files unless otherwise specified in writing. Raw footage may be purchased by the Client at an additional cost.
  6.2 License to Use:
• Upon full payment, the Client receives a non-exclusive, non-transferable license to use the final Deliverables for personal or commercial purposes (as applicable) in perpetuity.
  6.3 Portfolio Use:
• Vivid Canvas reserves the right to use any Deliverables for marketing, promotional, or portfolio purposes, unless the Client requests a written waiver for confidentiality or privacy reasons.

7. Client Responsibilities

7.1 Permissions & Clearances:

• The Client is responsible for securing all necessary permissions, permits, and consents (venue access, location permits, etc.) to allow filming.
• The Client warrants that it has the right to use any intellectual property, likenesses, logos, or music provided to Vivid Canvas for inclusion in the Project.

7.2 Cooperation:

• The Client agrees to provide timely responses to requests for information, feedback, or approvals to avoid delays.
• Delays or additional costs caused by the Client’s lack of responsiveness may result in an adjusted delivery timeline and/or additional fees.

8. Payment & Late Fees

8.1 Payment Methods:

• Payments are to be made through Zoho invoices or another agreed-upon payment platform, in U.S. dollars.
  8.2 Late Fees:
• Any unpaid balances beyond the due date stated in the invoice or contract will accrue a late fee of 1.5% per month, or the maximum allowed by law in Bernalillo County, New Mexico, whichever is lower.
  8.3 Tax:
• The Client is responsible for any applicable sales, use, or other taxes unless a valid exemption certificate is provided.

9. Liability & Indemnification

9.1 Limitation of Liability:

• To the maximum extent permitted by law, Vivid Canvas’s total liability under this Agreement shall not exceed the fees paid by the Client.
  9.2 Force Majeure:
• Vivid Canvas is not liable for events beyond its control (acts of God, natural disasters, strikes, pandemic restrictions, etc.). If such events prevent filming or make it unduly burdensome, Vivid Canvas may reschedule the Project or, if impossible, issue a partial or full refund at its discretion.
  9.3 Indemnification:
• The Client agrees to indemnify, defend, and hold harmless Vivid Canvas, its owners, employees, and contractors from any claims or damages arising out of the Client’s breach of this Agreement or the Client’s misuse of the Deliverables.

10. Insurance

10.1 Coverage:

• Vivid Canvas maintains industry-standard general liability insurance for film and video production.
  10.2 Additional Insurance:
• The Client may be required to obtain special event insurance or additional coverage for large-scale or high-risk Projects. This requirement will be stated in the invoice or contract if applicable.

11. Confidentiality

11.1 Client Information:

• Vivid Canvas will keep confidential any proprietary or sensitive information provided by the Client and use it only for the Project.
  11.2 Exemptions:
• This clause does not apply to information that is publicly known or subsequently made public by the Client.

12. Independent Contractor

12.1 Relationship:

• Vivid Canvas operates as an independent contractor. Nothing in this Agreement creates an employment, joint venture, or partnership relationship.

13. Dispute Resolution & Governing Law

13.1 Governing Law:

• This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to conflict-of-law principles.
  13.2 Venue:
• Any disputes shall be resolved exclusively in the state or federal courts located in Bernalillo County, New Mexico.
  13.3 Arbitration Option:
• By mutual agreement, disputes may be submitted to binding arbitration in Bernalillo County, New Mexico, under the rules of the American Arbitration Association (AAA).

14. Severability & Waiver

14.1 Severability:

• If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
  14.2 Waiver:
• Failure to enforce any provision shall not constitute a waiver of the right to enforce it in the future.

15. Entire Agreement & Amendments

15.1 Entire Agreement:

• These T&Cs, together with any signed invoice, statement of work, or contract, constitute the entire agreement between the Client and Vivid Canvas.
  15.2 Amendments:
• Any amendment or modification must be in writing and signed or acknowledged by both parties (electronic signature or email approval is acceptable if mutually agreed).

16. Execution & Acceptance

16.1 Binding Effect:

• Upon payment of the deposit or written/electronic acceptance, these T&Cs become binding on both parties.
  16.2 Electronic Signatures:
• The Client agrees that electronic signatures or acceptance via email/invoice systems are valid and enforceable as if signed physically.

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