Terms and Conditions
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF OUR SERVICES CAREFULLY.
By using our Services, you agree to these Terms and Conditions ("Terms & Conditions"). We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms & Conditions at any time. You should check these Terms & Conditions periodically for changes. By using our Services after we post any changes to these Terms & Conditions, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to these Terms & Conditions, you should not use our Services and, if applicable, you should arrange to cancel any ongoing Services provided by us to you.
1. Scope of Terms & Conditions
Unless we indicate otherwise, these Terms & Conditions apply to your use of our Services which are provided by AdSortium, LLC, dba AdSortium Media ("AdSortium") and our affiliates (collectively, "we," "us," or "our"), including, without limitation, audio and video production services and any other related or complimentary service, product, content and/or materials that we may offer currently or in the future (collectively, our "Services"). For purposes of these Terms & Conditions, "affiliates" shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, AdSortium, LLC, including, without limitation, AdSortium Media and any other subsidiaries.
2. Terms & Conditions - In General
By using our Services, you agree to be legally bound and to abide by these Terms & Conditions, just as if you had signed this agreement. In our sole discretion and without prior notice or liability, if you do not comply with these Terms & Conditions at any time, we reserve the right, if applicable, to terminate any open contracts we have with you or immediately discontinue any ongoing work to address your non-compliance with these Terms & Conditions. You agree that any termination, cancellation, or delay of your Services may be effected without prior notice. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Services. From time to time, we may supplement these Terms & Conditions with additional terms and conditions pertaining to specific Services, activities or events ("Additional Terms"). Such Additional Terms may be posted to our website to be viewed in connection with the specific content, activities, features or events and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into these Terms & Conditions.
All information contained in any estimate, description of work, or explanation of our processes provided to you is the property of AdSortium. It is confidential and is provided for a limited purpose and must be returned on request. No part of these documents, nor any information concerning it, may be copied, transmitted, exhibited, furnished or described, in any way, to others outside your organization without the consent of an authorized employee of AdSortium. Under certain state or federal laws we will grant the duplication of the some content with the limitation that we are notified in writing who the copies are being made for and / or distributed to.
AdSortium reserves the right to use the client’s name and/or logo to reasonably publicize, advertise, or otherwise utilize works created for the client in our ongoing, self-marketing efforts.
All Services estimates will remain valid and binding for 30 days after presentation and for an additional 30 days beyond the signed approval date. If down payment has not been received within the thirty-day, post-approval period, we reserve the right to void the agreement.
All Services estimates are provided with set allocations and limitations for materials and services. They are based on information provided by the requesting party as well as past experience from prior projects. If additional materials and / or services are required beyond the scope of the approved estimate, client agrees and preauthorizes up to 15% overage on the approved budget. Any work requiring more than a 15% overage on the total package will require written approval from an authorized person within your organization.
On jobs requiring work that lasts over ten hours in a given day, or jobs which require working at times outside the normal work day (8AM to 5PM) and on weekends, an overtime rate for personnel time may be applied, and will be calculated at 1.5 times the normal rate.
Payment terms will be specified in the project estimate provided by us to you. In the event that payment terms are not specified, the following conditions apply: A fifty percent (50%) down payment is required before work on any project begins. The remaining amount, including any overage, will be due once the project is complete. If the project extends over three months, work will be billed on a monthly basis. All payments should be made in US dollars.
Cancellations within 24 to 48 hours of scheduled start are charged 50% of estimated amount for entire time booked and 100% of any out-of-pocket expenses incurred by us in preparation for completing your scheduled work. Cancellations with less than 24 hours notice of scheduled start are charged 100% of the reserved time, equipment, and / or personnel services and 100% of any out-of-pocket expenses. Cancellations caused by labor strikes, accidents, weather, and other acts of God may, at our sole discretion, be exempt from the aforementioned cancellation fees.
If payment is overdue and / or you are in breach of your obligations as detailed in this document, we reserve the right to stop Services or withhold delivery of any finished product or provided materials until payment is made. In applying this right, you agree that we will not be liable for any loss you and/or your affiliates may suffer.
You agree to pay late fees at the rate of 3% per month or $25 per month (whichever is higher) on any unpaid account balance after payment becomes more than 30 days past due. You further agree to pay all costs and expenses, including reasonable and customary attorney’s fees incurred by us in connection with the enforcement of our rights hereunder. All claims for adjustment of invoiced amounts must be presented in writing to us within 15 days from the date of the invoice. Payment is to be made in full without any unapproved discount, set-off, or abatement. We reserve the right to accept any payment made by you and apply it in total or partial satisfaction of any debt due from you to us.
5. Provided Content
AdSortium accepts no liability for use of any materials provided or submitted to us by you. It is your responsibility to assure free and clear title for use of all submitted photos, printed material, video, music, sound, sound effect or any other item provided by you and used in your production. This includes but is not limited to copyright and trademark infringement. It is also your responsibility to provide talent releases and to obtain signatures on these talent releases from any and all persons whose voice or image is recorded in any form. By submitting any content for use, you certify that you have the rights to use the content of the submission in this manner and that as the submitter of the content you will indemnify AdSortium and our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any direct or third-party claims arising from the content you submit. You also warrant that, to the extent you are not the exclusive holder of all Rights in a Submission, any third party holder of any Rights, including moral rights in such Submissions, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. If infringement occurs, either knowingly or unknowingly, you agree to reimburse any and all reasonable and customary legal fees incurred by us as a result of this infringement in no less than 30 days from receipt of invoice from us.
6. Disclaimers of Warranties
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES: ANY PRODUCTS, SERVICES, CONTENT AND/OR MATERIALS OFFERED BY ADSORTIUM ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. NEITHER ADSORTIUM, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT ANY PRODUCTS, SERVICES, CONTENT AND/OR MATERIALS OFFERED BY US BE ERROR FREE, THAT ERRORS WILL BE CORRECTED, OR THAT THE PRODUCTS, SERVICES, CONTENT AND/OR MATERIALS PROVIDED BY US WILL MEET PERFORMANCE EXPECTATIONS. ANY PRODUCTS, SERVICES, CONTENT AND/OR MATERIALS OFFERED BY ADSORTIUM OR OTHERWISE OBTAINED THROUGH US IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES INCURRED AS A RESULT OF YOUR DECISION TO USE OUR SERVICES. NEITHER ADSORTIUM, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE OR PRODUCT PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS.
7. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE OUR SERVICES; (B) ANY SERVICES PERFORMED OR PROVIDED AT THE REQUEST OF YOU; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (D) ANY OTHER MATTER RELATING TO OUR SERVICES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USE OF OUR SERVICES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICES, OR WITH ANY OF THESE TERMS & CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF OUR SERVICES. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to indemnify, hold harmless and, at our option defend AdSortium and our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all direct or third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from your use of our services, products, or offerings, your violation of these Terms & Conditions, or your infringement, or the infringement of your affiliates, and their officers, directors, employees, stockholders, agents and representatives, of any intellectual property or other right of any person or entity.
9. Governing Law and Choice of Forum
These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any principles of conflicts of law. You agree that any conflict arising out of your use of our Services shall first be negotiated in good faith and if those negotiations fail to effect a resolution, then a good faith effort shall be made to resolve the conflict using mediation, and if mediation fails, then any action at law or in equity arising out of or relating to your use of our Services or these Terms & Conditions shall be filed only in the state or federal courts located in Larimer County in the State of Colorado and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
10. Miscellaneous Terms
In any action against us arising from the use of our Services, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. These Terms & Conditions are the entire agreement between you and us relating to the subject matter herein. These Terms & Conditions may be modified only by our posting of changes to these Terms & Conditions on our website, or by written agreement of both parties. Each time you use our Services, you will be deemed to have accepted any such changes. We may assign our rights and obligations under these Terms & Conditions. These Terms & Conditions will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms & Conditions, or to exercise any right under the Terms & Conditions, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
Last modified as of April 1, 2015.