[Terms of Service]

Studiobeanhead LLC Terms of Service Agreement

This service agreement ("Agreement") is made and entered effective once Studiobeanhead LLC's standard contract form is filled out, signed, and submitted online by person 18 years of age or older. By and between Studiobeanhead, LLC, an Oklahoma limited liability company of Edmond, Oklahoma ("SBH") and the person that has submitted the form ("Customer"). Company and client hereby enter into a relationship whereby Company will provide the services and Deliverables to Customer as requested by Customer and agreed to by SBH, and Customer agrees to purchase such design services and Deliverables.

 

At the time of signing of this agreement, it is envisaged that the services to be provided by SBH or its affiliates may include: video production, audio recordings, animation/visual effects, photography, graphic design, digital marketing, corporate consulting, software training/teaching, analytics and/or reporting, or other services requested by the Customer and agreed to by SBH ("Services"), as further outlined int he written quotation provided by SBH ("Quotation"). In performing the services, SBH shall design, develop and/or make for the Customer any tangible output resulting from the performance of the Services including any data, designs, specifications, or like material and any training, sample, or prototype product ("Deliverables") as set forth in the quotation and/or Statement of Work.

 

1. Professional Services

1.1 It is the intent of the parties that services will be performed and the Deliverables will be provided in accordance with the statement of work, as mutually agreed to in writing by the parties ("Statement of Work"), which is attached hereto as Exhibit A shall form part of this Agreement and be deemed incorporated herein by reference. The Statement of Work represents both parties' good faith estimates of the schedules, scope of work and level of effort required to be expended on the services. Both parties acknowledge, however, that the performance of the Services and provision of the Deliverables cannot be accurately determined at the outset of the Services and depend on many factors, such as co-operation of the Customer, accuracy of Specifications or Customer Information, completion of certain Customer tasks or adherence to Customer schedules within the Customer's or a third party's control. Accordingly, SBH and Customer shall report to each other at agreed to regular intervals as to the progress being made by each of them in relation to meeting the schedules, any delays or anticipated delays or other issues that are being encountered that may affect the Statement of Work. Consequently, the Quotation and/or Statement of Work may require adjustments or changes, which may result in additional charges and schedule updates.

 

1.2 SBH shall use commercially reasonable efforts to meet the schedules and time of performance of the Services as set forth in the Statement of Work or as the otherwise agreed to in writing. Customer agrees to co-operate in good faith to allow SBH to achieve completion of the Services in a timely and professional manner. SBH shall not be responsible for delays in the provision of Services or any portion thereof caused by the Customer's failure to complete a Customer task or adhere to a Customer schedule. SBH will provide such resources and utilize such employees as it deems necessary to perform the services, subject to the Customer first having provided SBH with all applicable input as necessary for the provision of the Services including, but not limited to, drawings, documentation, data, software, information and client images ("Customer Information"). The customer's specifications will be set out in the Statement of Work or otherwise agreed to in writing ("Specifications"). The accuracy and completeness of the Customer Information and the Specifications provided by the Customer are the Customer's responsibility. The manner and means used by SBH to perform the Services desired by the Customer are in the sole discretion and control of SBH.

 

2. Acceptance/Work Control Management

2.1 SBH shall provide to the Customer the Services and Deliverables and other items as detailed in the Statement of Work and in conformance with the Specifications. The Customer may review such Deliverables for a period no greater than ten (10) business days from delivery and shall provide written notice of its acceptance or rejection within such (10) business day period. If the Customer rejects the Deliverables, Customer shall provide written details as to the reason(s) for which the Deliverables are not in conformance with the Specifictions. If the Customer does not provide written notification of acceptance or rejection within such ten (10) business day period, the Deliverables and Services will be deemed accepted by the Customer.

 

2.2 Where SBH, in its reasonable determination, agrees that the Deliverables are not in conformance with the Specifications, SBH shall, as soon as commercially reasonably practicable, correct the Deliverables and resubmit such Deliverables for Customer approval. The same process as described in this Clause 2.2 will apply to the acceptance of the reworked Deliverables. SBH will use its commercially reasonable efforts to correct such reworked Deliverables which it agrees, in its reasonable determination, are not in conformance with the Specifications, however if the reworked Deliverables are continuously rejected and SBH determines that such reworked Deliverables cannot be corrected the parties shall mutually work towards an agreeable solution for such reworked Deliverables. Should the parties not be able to find a solution, SBH shall be entitled to provide a full refund of all the payments made for such Deliverables to Customer. Customer agrees and acknowledges that this shall constitute Customer's sole remedy for such Deliverables hereunder or otherwise at law or in equity.

 

2.3 Upon acceptance of the Deliverables, SBH will have no further responsibility for the correctness or completeness of the Deliverables or Services. Following Customer's acceptance, SBH shall proceed to develop the next milestone of the Statement of Work, if applicable. Except for corrections required due to non-conformance to the Specification, all other changes will be addressed through a formal work change control process as outlined below or other documented process as agreed to by the parties.

 

2.4 Either party may at any time propose changes to the relevant Services or Deliverables by a written Work Change Notice ("WCN") to the other party. Any modifications to the Deliverables as recommended by SBH or as requested by the Customer will be priced and pre-approved by the Customer prior to implementation. The recipient of an WCN will use all reasonable efforts to provide a detailed response within fourteen (14) Days of receipt. SBH will advice Customer of the likely impact of an WCN, including but not limited to time of implementation and fees. In the case of an WCN requested by Customer, SBH will not unreasonably withold or delay agreement to an WCN and the parties wil endeavor to agree and implement the WCNs as soon as practicable. Customer at its discretion may reject an WCN proposed by SBH. Until a WCN and any associated impact and costs have been agreed to in writing, the parties will continue to perform their obligations without taking account of that WCN. All costs of implementing WCNs, including without limitation, costs of materials, handling charges, process and tooling charges, administrative charges, engineering charges and evaluation and testing costs will be the responsibility of Customer.

 

3. Prices and Payment

3.1 The charges for the Services and Deliverables shall be indicated in Statement of Work Exhibit signed by both Parties and attached to this Agreement from time to time ("Charges"). SBH shall invoice the Customer for Charges in accordance with the agreed to milestones as set forth in the Statement of Work or otherwise upon completion of the Services. Customer agrees and acknowledges that the Charges are estimated and may be subject to change during the course of performing the Services if the scope of work of such Services changes. Any changes to the Charges will be agreed to in writing by the parties and will amend the Charges in the applicable Statement of Work. In the case of expenses, SBH shall invoice on the last business day of the month of expenditure.

 

3.2 Payment is due, without any set-off or deduction, thirty (30) days from date of invoice. Except for any income-related taxes for which SBH is directly liable, the Customer will be solely responsible for and will pay all taxes, including sales tax, use tax or other tax payable on production and delivery of the Deliverable. All payments by Customer to SBH under this Agreement shall be in US Dollars. If the Customer fails to make any payment by the due dates SBH may, in addition to its other rights and remedies, charge interest on any overdue amounts at five percent (5.0% paid on a pro rata monthly basis together with any legal fee incurred by SBH in collecting the overdue payment. SBH may also elect not to perform any further obligations until payment is received.

 

4.Ownership

4.1 Upon payment in full according to this Agreement, Customer will own all rights, title and interest in and to the Deliverables and results of SBH's services hereunder which particular to Customer according to the Statement of Work. Such work will be a work made for hire for Client under the copyright laws of the United States. As such, Client is and will be the sole owner of all rights in and to the Deliverables (including copyrights therein), from inception, perpetually, throughout the universe. Not withstanding, SBH shall retain the rights to any and all intellectual property and know-how of SBH prior to the terms of this Agreement and SBH shall retain all ownership and intellectual property rights to all improvements, inventions, developments or modifications conceived or developed by SBH during the course of this Agreement which are not specific to Customer or which do not use any of Customer's proprietary information. Unless notified otherwise by Customer, Customer grants SBH a revocable, worldwide, royalty-free license to use any photos, video, animation, website, designs and other create materials produced as part of the Statement of Work in the portfolio of SBH or for marketing or promotional purposes of SBH.

 

5. Termination

5.1 Either party may terminate this Agreement or cancel in whole or in part of the Statement of Work by giving to the other party ten (10) days prior written notice at any time for any reason or either party may terminate immediately if the other party becomes insolvent or is declared bankrupt, or if a receiver and manager, liquidator, trustee in bankruptcy, or other officer with similar power is appointed over all or a substantial part of the assets of that party, or if that party files proposal or notice of intention to make a proposal under the Bankruptcy or Insolvency Act or any similar law, or any equivalent event occurs under any relevant jurisdiction.

 

5.2 In the event of termination of this Agreement and/or any cancellation in whole or in part of any Statement of Work will not prejudice accrued rights and liabilities (including payment for Services performed) of either party, and SBH shall be entitled to invoice for Services performed up to the point of termination and amounts otherwise due. Customer shall pay such invoice in accordance with the provisions herein.

 

6. General

6.1 Warranty and Indemnities - SBH has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable federal, state and local laws, ordinances and regulations. SBH will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of materials provided by SBH pursuant to the work hereunder. Customer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable federal, state and local laws, ordinances and regulations. Customer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to any information or materials provided to SBH during the term of the Agreement to be used by SBH in its performance of its licensees from and against any and all claims, actions, damages, liabilities and expenses arising out of the breach of any obligation, warranty or representation in this Agreement.

 

6.2 Waiver - No provision of this Agreement will be deemed waived and no breach or default excused unless the waiver or excuse is in writing and signed by the party issuing the waiver. A waiver of any provision or breach shall constitute a waiver of any other provision or subsequent breach.

 

6.3 Severability - If any provision contained in this Agreement is, for any reason, held to be invalid or unenforceable in any resspect under the laws of any jurisdiction where enforcement is sought, such invalidity or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision where not present.

 

6.4 Assignment - Neither party may assign this Agreement in whole or in part without the prior written consent of the other party.

 

6.5 Relationship of the parties - The relationship of SBH and Customer as established under this Agreement will be and at all times remain one of independent contractors, and neither party will at any time nor in any way represent itself as being an agent or other representative of the other party or as having authority to assume or create obligations or otherwise act in any manner on behalf of the other party. No person engaged by SBH in performing its obligations hereunder shall be deemed an employee of Customer.

Sounds good, where do I sign-up?

SIGN CONTRACT

We Tell Stories. [and drink a lot of coffee]

VISION STATEMENT

To see behind the curtain; to make sure that no story is left untold.

 

MISSION STATEMENT

We are dedicated to telling stories that inspire. We promise to listen first, to look, and see. We are prepared to ask the right questions to allow the story to organically rise to the surface.

 

VISION SCRIPTURE

Commit your work to the LORD and your plans will be established.

// PROV. 16.3

 

Terms of service      Sign Contract

CONTACT

Studiobeanhead LLC

 

Christina Riley - Owner and Director of Photography

Phone: (405) 824-9988

Email:   criley@sbhprods.com

 

FOLLOW US .  #CAFFEINATEDINSPIRATION

 

 

We Tell Stories. [and drink alot of coffee]

VISION STATEMENT

To see behind the curtain; to make sure that no story is left untold.

 

MISSION STATEMENT

We are dedicated to telling stories that inspire. We promise to listen first and to look and see. We are prepared to ask the right questions to allow the story to organically rise to the surface.

 

VISION SCRIPTURE

Commit your work to the LORD and your plans will be established.

// PROV. 16.3

CONTACT

Studiobeanhead LLC

 

Christina Riley - Owner and Director of Photography

Phone: (405) 824-9988

Email:   criley@sbhprods.com

 

FOLLOW US .  #CAFFEINATEDINSPIRATION