Terms and Conditions
THIS IS A FAIRLY LENGTHY DOCUMENT, AND IT CONTAINS MANY IMPORTANT PROVISIONS THAT AFFECT YOUR RIGHTS AND OBLIGATIONS. BY AGGREEING TO DO BUSINESS WITH 'MEDIAMIND' YOU ARE ACCEPTING THESE TERMS AND CONDITIONS STATED ON (THIS “AGREEMENT”) , YOU HEREBY AGREE TO BE BOUND BY THIS AGREEMENT. WE ENCOURAGE YOU TO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
This Agreement governs your business dealings with Mediamind AND Uvi Orogun including, without limitation, the production of music videos, short films, documentaries, tv promo's, commercials, website development, images or other pictorial or graphic works (“Works”) under-taken by Mediamind or Uvi Orogun, together with all of the foregoing uses and services, to be hereinafter referred to as the “production”)
1. General Acknowledgements and Agreements The payment of any deposit for our production services constitutes your acknowledgement and acceptance of the terms and conditions of this Agreement, and you shall be bound by such terms and conditions. If you do not agree to be bound by the terms and conditions of this Agreement, do not make any deposit payments or use any services offered by Uvi Orogun or Mediamind. We shall have the right, in its sole discretion, to amend the terms and conditions of this Agreement, in whole or in part, at any time, and any such changes shall be effective immediately upon publication of such changes on our Website. Your continued use of our production services after the effectiveness of such changes and notice constitutes your acknowledgement and acceptance of the terms and conditions of this Agreement, as so amended. If you do not agree to be bound by the terms and conditions of this Agreement as so amended, do not use any of our services. If at any time the terms and conditions of this Agreement are no longer acceptable to you, whether or not as a result of an amendment by Uvi Orogun or Mediamind, do not use any services offered by these parties. Services offered are available only to, and may only be used by individuals who can enter into legally binding contracts under applicable law. Without limitation to the foregoing, services provided are not available to minors (e.g., persons under the age of eighteen) except under the supervision of an adult parent or guardian, and such parent or guardian shall be responsible for all services tendered. If your use of our services is on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement.
2. This Agreement governs your business dealings with Mediamind and or Uvi Orogun including, without limitation, the production of music videos, short films, documentaries, tv promo's, commercials, website development, images or other pictorial or graphic works (“Works”) under-taken by Mediamind or Uvi Orogun, together with all of the foregoing uses and services, to be hereinafter referred to as the “production”. Hereinafter Uvi Orogun and Mediamind will be hereinafter be referred to as "we" and or "us" and or "our".
3. You agree to indemnify, defend and hold harmless Uvi Orogun and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, “Indemnitees”) from and against all claims, expenses (including attorney fees) or other liability arising from your breach of any of your representations, warranties or obligations under this Agreement, and from any and all uses by you of any of our services (including any consultations, whether or not authorised by you), including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or “false light”, right of publicity or blurring or distortion or alteration of any Work or other material or content whether or not intentional. Uvi Orogun shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by you with counsel of its own choosing. You shall fully cooperate with Uvi Orogun and or Mediamind in the defense of any such claim, action or matter.
4. You agree that neither Uvi Orogun nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use by you of our production services, even if such parties have been advised, or advised of the possibility, of such damages. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UVI OROGUN and or MEDIAMIND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THE SERVICES PROVIDED BY US OR ANY WORKS OR OTHER MATERIALS OR CONTENT AVAILABLE ON THE WWW.MEDIAMIND.CO.UK WEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM OF ANY SERVICES, OR ANY WORKS OR OTHER MATERIALS OR CONTENT, FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR DESTRUCTIVE FEATURES. Uvi Orogun and or Mediamind shall have no responsibility for any Works or other material or content uploaded or posted onto popular video sites such as but not excluding Youtube, vimeo, Facebook, Myspace, Google including, without limitation any material or content uploaded or posted by any staff onto the Website in any forum or as any comment to a web log.
5. Transactions between us, shall be conducted using bacs or cheque or cash payment in accordance with our Standard pricing and payment policies and subject to any amounts that may be owed to us with respect to such transactions. Full Payment for work must be made in advance and the funds must be clear in our account with no exceptions on or BEFORE the work is carried out. Deposits made are non-refundable. We reserve the right to charge as applicable, changes requested to any production work and you may be invoiced as we deem amount the the volume of changes requested.
6. We reserve the right to the use in its entirity, on our website, print publications, digital format of ALL productions we carry out for clients. In the event that the work has been 'rejected' by the client, we also reserve the right to use the work 'as produced' by us providing we indicate that "the work has been rejected by the client".
7. We reserve the right to delete in its entirity, on our website, print publications, digital format of ALL productions we carry out for clients once 'delivered' to the client. By delivered, we mean giving the client the master / final copy of the work on Mini DV, DVD and digital version of the final mastered project either via email or on other digital backup mediums. We also reserve the right to hold all 'raw' unused materials. In the event that the work has been 'rejected' by the client, we also reserve the right to use the work 'as produced' by us providing we indicate that "the work has been rejected by the client".
8. Termination of this Agreement shall not relieve you from any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated, such as consultations, bookings mades etc. The provisions of Sections 5, 6 and 7 shall survive the termination of this Agreement.
9. The relationship between 'us' and you under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner. You agree that you shall be responsible for all use, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of our services. No waiver on our part to exercise any power, right, privilege or remedy under this Agreement, and no delay on our part to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Uvi Orogun shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. You shall have no right to assign any of your rights or obligations under this Agreement. This Agreement shall be inure to the benefit of, and be binding upon, Uvi Orogun and you, and its and your respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Uvi Orogun and you, and its and your respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other. If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect. Any underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.