These terms and conditions (“Terms”, “Agreement”) are an agreement between Dubscape Incorporated, dba Webcast & Beyond (“Contractor”) and you (“Client”). This Agreement sets forth the general terms and conditions of your use of the webcastandbeyond.com website and any of its products or services (collectively, “Website” or “Services”).
The representative of Client has the authority to enter into the attached Agreement on behalf of Client. Client agrees to cooperate and to provide Contractor with everything needed to complete the Services as, when and in the format requested by Contractor.
Contractor has the experience and ability to do everything Contractor agreed to for Client and will do it all in a professional and timely manner. Contractor will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.
Contractor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor); (iii) Contractor has the full right to provide Client with the assignments and rights provided for herein; (iv) Contractor shall comply with all applicable laws in the course of performing the Services. (v) Contractor will perform, execute, and deliver all services and products as specified in the attached Service Agreement upon condition that Client meets all payment obligations specified therein.
Notice Concerning Live Broadcasts
Although Contractor takes every precaution to ensure a successful broadcast, in the unlikely situation where Contractor is unable to broadcast Client ‘s event due to circumstances beyond Contractor ‘s control such as internet /server outages, Contractor’s remedy is to provide a re-broadcast or an on-demand on-line recording of the event within 24 hours.
EXCEPT AS SET FORTH IN THESE TERMS AND CONDITIONS, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.
Confidentiality & Non-Disclosure
Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.
In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.
Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or in directly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.
Ownership of Recorded Media
Client maintains all rights to media provided to Contractor on Client’s behalf. This includes but is not limited to, video clips, audio clips, images, graphics, and documents. In addition, Contractor assigns all rights to audio/visual works that Contractor produce for Client upon payment in full for the services rendered per this agreement. For those instances where Contractor utilizes Client’s accounts with third party online platforms, ownership rights defer to the policies in effect with those providers.
Right to Exhibit to Others
Client hereby grants Contractor the right to exhibit to others portions of the recorded or broadcast works Contractor produces on Client’s behalf, including the publication of an excerpt on Contractor’s website for the limited purpose of demonstrating Contractor’s work product and capabilities, except where prohibited according to any non-disclosure agreements in effect or privacy infringements as set forth in this or related agreements.
Contractor agrees that during the period in which it is providing Services and for one year thereafter, Contractor will not encourage or solicit any employee, vendor, client or contractor of Client to leave Client for any reason.
Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Contractor and Client. Both Parties agree that Contractor is, and at all times during this Agreement shall remain, an independent contractor.
Term & Termination
Notwithstanding applicable governmental laws, this agreement may not be cancelled or terminated except under the following circumstances: (i) Mutual written agreement by both parties, (ii) circumstances as defined in Force Majeure (below), (iii) breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.
If this Agreement is terminated in accordance with the exceptions noted above, Client agrees to pay Contractor any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. Contractor agrees to use the best efforts to minimize such costs and expenses. Contractor will refund any balance remaining when client has advanced payment in part or in full.
If Client requests termination of this Agreement without cause, Contractor at its sole discretion may honor such request provided that all expenses and service fees for work performed have been paid. In addition, Contractor will impose a cancellation fee in the amount of $1000.
Deposits and pre-payments constitute acceptance of these Terms and Conditions. Client understands that Contractor has reserved resources including equipment and personnel for the stipulated engagement dates and that cancellation constitutes opportunity losses that Contractor may not be able to recover. As such ALL FUNDS SUBMITTED AS DEPOSIT OR PRE-PAYMENT ARE NON-REFUNDABLE unless this agreement is terminated according to the Term and Termination clause above.
If Client desires to change the scope of agreed upon services, included the original engagement dates by serving notice to Contractor 48 hours prior to the event start date then Contractor will apply 100% of all submitted deposits or pre-payments to a revised agreement, less all expenses and service fees for work performed (otherwise known as a “last minute pivot”). Any such revised agreement must be fulfilled within two years of the original engagement dates, otherwise the submitted deposits or pre-payments will be forfeited.
Payments for each invoice delivered by Contractor to Client are due on receipt or in accordance with the due date stipulated on the invoice. In case of overdue payments, Contractor reserves the right to stop work until payment is received.
In the event an invoice is not paid on time, to the maximum extent allowable by law, Contractor will charge a late payment fee of 1.50% per month on any overdue and unpaid balance not in dispute.
Contractor ‘s acceptance of such service charges does not waive its rights to any remedies for Client’s breach of this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable.
Client shall reimburse all expenses that are reasonable and that have been authorized in writing by Client in advance; payable within 15 days of itemized invoice.
Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.
Indemnification and Limitation of Liability
Contractor agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s gross negligence; (ii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein.
Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.
Right to Authorship Credit
Both Parties agree that when asked, Client must properly identify Contractor as the creator of the deliverables. Client does not have a proactive duty to display Contractor’s name together with the deliverables, but Client may not seek to mislead others that the deliverables were created by anyone other than Contractor.
Governing Law and Dispute Resolution
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’ s jurisdiction. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, arising from riots, war, acts of terrorism, or acts of God. Circumstances related to COVID-19 or its variants are not considered as causes to invoke this provision of Force Majeure.
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.
Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.
If you have any questions about this Agreement, please contact us.
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This document was last updated on September 01, 2021