AGREED TERMS

1. Definitions and Interpretation

1.1 The following definitions and rules of interpretation apply in the Agreement, as well as those terms defined in the Statement of Work.

Acceptance Date: the date on which the Client notifies Spinx Media in accordance with the terms of the Agreement that it accepts, as satisfactory, the Deliverables.

Agreement: the video production agreement between Spinx Media and the Client for the supply of the Services by Spinx Media to the Client, made in accordance with clause 2.1 and incorporating the Statement of Work and these Terms.

Applications: the application(s) for the Video and/or the Deliverables (if applicable), detailed in the Statement of Work.

Archive Fee: shall be the fee set out in the Statement of Work in respect of archive services for the final Video and Edit Files.

Brief: the completed video brief, that is attached to the Statement of Work.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Client: the client identified in the Statement of Work.

Confidential Information: proprietary information or information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates, including information relating to the party’s business operations, strategies, pricing, marketing and information relating to the methodologies used to create the Deliverables or any of their constituent parts, commercial or technical know-how, any and all of the foregoing information pertaining to either party’s clients and suppliers.

Costs: the costs and expenses, including any Third-Party Materials costs (if known) detailed in the Statement of Work.

Deliverables: any deliverables described in the Statement of Work, including the Video but excluding the Edit Files.

Edit Files: the files which are created by Spinx Media after the rushes phase and before the final production of the Video, which can show or from which can be deduced the highly skilled editing processes and methodologies used by Spinx Media to create the Video.

Input Materials: all Client acceptances or approvals, scripts, footage, documents, branding images and materials, images and materials, performances and services to be provided by the Client, or on its behalf (including by talent, contributors, consultants or freelancers procured by the Client) to Spinx Media relating to the Services and Deliverables, as specified in the Statement of Work or as otherwise agreed by the parties from time to time, including the Client’s name and any Client branding provided by the Client to Spinx Media.

Intellectual Property Rights: all copyright, neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, format rights, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Key Creative Parameters: those key creative parameters for the Video, set out in the Statement of Work.

Key Personnel: those persons listed in the Statement of Work who will provide the services for the production of the Video, which may include presenters or actors appearing in or providing voice-over contributions to the Video, the director, individual producer, lead photographer or cameraman, and editor.

Payment Schedule: the schedule of payments set out in the Statement of Work.

Pre-Production Pack: the pack of materials prepared by Spinx Media and delivered or presented by Spinx Media to the Client before the Shoot Date which details amongst others, the cast members, location(s), props, costumes, scripts and a detailed breakdown of the Services for the Shoot Date.

Pre-Production Meeting: the meeting where the Pre-Production Pack is presented or made available to the Client or a representative of the Client.

Production Schedule: the agreed dates, times and locations for the preparation, production and post-production of the Video during the Term, as attached to the Statement of Work.

Response to Brief: any response to the Brief prepared by Spinx Media and attached to the Statement of Work.

Services: the work to be provided by Spinx Media as described in the Statement of Work, which includes the creation of the Deliverables.

Shoot Date: the date specified for such in the Production Schedule.

Statement of Work: the statement of work provided by Spinx Media to the Client, once signed by an authorised representative of the Client and Spinx Media, which includes the Brief, the Response to Brief, the Production Schedule and the Costs.

Term: the period from the date of the Agreement until the Acceptance Date or (if earlier) termination of the Agreement.

Terms: these terms & conditions.

Third Party Materials: those materials identified as such in the Statement of Work, which are owned or licensed by a third party and used in connection with the Deliverables.

Video: the video to be produced by Spinx Media as provided for in the Statement of Work including all rushes (being the entire footage from any Shoot Date).

1.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. BASIS OF AGREEMENT

2.1 Once a quote is agreed, it shall be incorporated into a Statement of Work which shall be signed by both parties. Once a Statement of Work is signed by both the Client and Spinx Media, this creates a legally binding Agreement between the Client and Spinx Media.

2.2 For the avoidance of doubt, these Terms shall apply to and be incorporated into the Agreement.

2.3 These Terms shall prevail over and take the place of any other terms or conditions stipulated, endorsed upon, delivered with, incorporated, referred to or contained in any document of or communication from the Client, including a purchase order from the Client or which are implied by trade, custom or course of dealing.

2.4 If there are any conflicts or inconsistencies between these Terms and the Statement of Work, the terms of the Statement of Work shall apply.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Subject to payment in full of all monies due to Spinx Media by the Client in accordance with the Agreement and the Client’s compliance with the terms of the Agreement, and save as provided for in clauses 2, Spinx Media shall assign, by way of present and future assignment with full title guarantee to the Client all Intellectual Property Rights in the Deliverables excluding any Input Materials and the Edit Files for use in the Applications.

3.2 The Client acknowledges that the Edit Files reflect the know-how, methodology and intellectual capital that Spinx Media has developed or acquired prior to performing the Services. As a result, the Intellectual Property Rights in the Edit Files are to be retained by Spinx Media, subject to clause 2.2. If the Client wishes to acquire an assignment of all Intellectual Property Rights in the Edit Files, such acquisition shall be subject to payment of a fee and separate terms to be agreed by the parties.

3.3 Where a third party has rights in any Deliverables, such as in Third Party Materials, Spinx Media shall notify the Client in writing.

4. COMPLIANCE WITH LAWS

4.1 In performing its services under the Agreement, Spinx Media shall comply with all applicable UK laws, regulations and directives from time to time in force. For the avoidance of doubt, Spinx Media is not responsible however, for ensuring that the content of the Deliverables which is provided in accordance with specific requirements under the Brief or requirements of the Client, complies with all applicable laws, regulations and codes, unless this is expressly stated in the Statement of Work.

5. CONFIDENTIALITY

5.1 All Confidential Information disclosed by a party to the other party (before or after the date of the Agreement), shall be held in confidence and used only for the purpose of performing the Agreement and using the Deliverables.

5.2 The foregoing restrictions on use and disclosure of Confidential Information do not apply to information to the extent that such information:

5.2.1 is in the possession of the receiving party at the time of its disclosure hereunder and not otherwise subject to obligations of confidentiality;

5.2.2 is or becomes publicly known, through no wrongful act or omission of the receiving Party or breach of the Agreement;

5.2.3 is received without restriction from a third party free to disclose it without obligation to the disclosing party;

5.2.4 is developed independently by the receiving party without reference to the Confidential Information or other information of the disclosing party; or

5.2.5 is disclosed as required by law.

6. FORCE MAJEURE

6.1 Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks the party not affected may terminate the Agreement with immediate effect.