This Photo/Video Services Agreement is entered into as of the date described in proposal titled, “OOH Photo/Video Proposal” and between SignBird, LLC having its principal place of business located at 1655 N McFarland Blvd, Suite #125, Tuscaloosa, AL 35406. Client and SignBird, LLC agree to be bound by this Agreement.
WHEREAS, Client has conceptualized a project, as described on in proposal title, “OOH Photo/Video Proposal” hereto (the “Project”) and desires to hire SignBird, LLC who is engaged in the business of producing photo/video services.
NOW, THEREFORE, subject to the terms and conditions hereinafter set forth the Company and SignBird, LLC hereto (each individually a “Party” and collectively the “Parties”) agree as follows:
1. PHOTO/VIDEO SERVICES.
SignBird, LLC shall develop all deliverables required to implement the Project as described in proposal titled, “OOH Photo/Video Proposal.”
2. FEES AND EXPENSES.
Client shall pay SignBird, LLC the agreed upon amount set forth in proposal titled, “OOH Photo/Video Proposal.”
SignBird, LLC may incur costs (including but not limited to travel, lodging, and other costs incidental to the Services) for which it shall be reimbursed by Client. SignBird, LLC will obtain written approval from Client prior to incurring such costs.
SignBird, LLC shall provide an invoice to Client within the first five (5) business days of each month describing the hourly fees incurred the previous month and approved costs incurred. Invoices shall be due and payable within fifteen (15) days of receipt. Invoices must be paid upfront before and work may begin on the Project.
3. TERM AND TERMINATION.
This Agreement shall last from the date of execution to the completion of the Services, as described herein. Client may terminate this Agreement for any reason with fifteen (15) days notice to SignBird, LLC. Upon such notice of termination, SignBird, LLC will provide an invoice to Client outlining all costs incurred to the point of such notice. Such costs shall be due and payable upon termination. SignBird, LLC may withhold any deliverables pursuant to the Services until such payment is made in full.
SignBird, LLC shall deliver all deliverables pursuant to the Services as described in “OOH Photo/Video Proposal.” If the Project as delivered does not conform with the specifications described in said proposal, Client shall within fifteen (15) days of the date of delivery notify SignBird, LLC in writing of the ways in which it does not conform with such specifications. SignBird, LLC agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. If such notice is not received within fifteen (15) days the Project shall be deemed to conform entirely with the specifications described agreed upon proposal.
5. CHANGE IN SPECIFICATIONS.
Client may request that changes be made to the specifications outlined in proposal, or other aspects of the Agreement and tasks associated thereto. If Client requests such a change, SignBird, LLC will use its best efforts to implement the requested change at no additional expense to Client and without delaying delivery of the Project. In the event that the proposed change will, in the sole discretion of SignBird, LLC, require a delay in the delivery of the Project or would result in additional expense to Client, then Client and SignBird, LLC shall confer and Client shall, in its discretion, elect either to withdraw the proposed change or require SignBird, LLC to deliver the Project with the proposed change and subject to the delay and/or additional expense.
6. PROPRIETARY RIGHTS.
Client shall be the owner of all right, title, and interest in any intellectual property in the Project and the Services shall be deemed a Work Made For Hire in accordance with the Copyright Act, as amended from time to time. SignBird, LLC acknowledges and agrees that the Project will contain valuable proprietary rights and disclaims all rights in such rights. SignBird, LLC hereby assigns to Client without further compensation all of its right, title, and interest in the Project and any and all related intellectual property rights thereto. SignBird, LLC does retain the write to share all produced asset deliverables from Project on SignBird, LLC owned social media channels, website, and marketing material for self-promo of Photo/Video services.
7. INTELLECTUAL PROPERTY WARRANTY.
SignBird, LLC warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. Client warrants and represents that any content provided to SignBird, LLC to facilitate the performance of the Services shall not violate the intellectual property rights of any third party and shall indemnify SignBird, LLC against any claim that results from the provision of such allegedly infringing content.
8. JURISDICTION AND VENUE.
This Agreement shall be construed with and governed by the substantive laws of the state of Alabama. Should any claim or controversy arise between the Parties under the terms of this Agreement, such claim or controversy shall be resolved only in the state or federal courts located in Alabama, and said state and federal courts for SignBird, LLC shall be the only appropriate jurisdiction and venue for such claim or controversy.
9. NO WAIVER OR MODIFICATION.
No obligation in this Agreement shall be deemed waived, nor shall any term be modified without a consent to such waiver or change signed by both Parties.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set in proposal titled, “OOH Photo/Video Proposal.”
9. ASSIGNMENT OF OWNERSHIP
This Agreement and the services contemplated hereunder are personal to SignBird, LLC and SignBird, LLC shall have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Client.
10. UNCONTROLLABLE PROJECT VARIABLES
Both parties agree that there may occur unforeseen or uncontrollable events that prevent the completion of said Project in its entirety. Uncontrollable Project Variables include, but not limited to,
Poor Weather Conditions
Loss of Electricity On Billboard Structures
Post Date Miscommunication Within Out-of-Home Company