Terms and Conditions
TERMS AND CONDITIONS OF CLIENT SERVICE AGREEMENT
ARBITRATION NOTICE:
THESE TERMS CONTAIN PROVISIONS THAT REQUIRE THE CLIENT AND VIP MARKETING & ADVERTISING TO RESOLVE DISPUTES THROUGH FINAL, BINDING ARBITRATION. CLIENT UNDERSTANDS THAT: (1) CLIENT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST VIP ON AN INDIVIDUAL BASIS, AND (2) CLIENT WAIVES THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR SEEK RELIEF IN A COURT OF LAW AND HAVE A JURY TRIAL OF CLIENT’S CLAIMS.
Last Modified: October 20, 2024
These Terms and Conditions for the Client Services Agreement ("Terms and Conditions") are incorporated into the Client Services Agreement (the "Agreement") between VIP Marketing and the Client. Unless defined otherwise, the terms used herein shall refer to the terms set forth in the Agreement. By agreeing to the Client Services Agreement, the Client explicitly agrees to the following Terms and Conditions:
1. Superiority
To the extent that any conflict exists between the provisions in the Agreement and these Terms and Conditions, the provisions of the Agreement shall be deemed controlling.
2. Covered Services
These Terms and Conditions apply to all services provided by VIP Marketing to the Client. This explicitly includes any future, additional, or subsequent services provided by VIP Marketing to the Client beyond those contemplated in the Agreement.
3. Payment
Payment is due from the Client to VIP Marketing prior to the commencement of services. The Client will be assessed a $50 non-sufficient funds fee for any returned checks or other failed payments for any reason, including but not limited to failed ACH charges, insufficient funds, or incorrect information. VIP Marketing, at its discretion, may invoice the Client for services after beginning performance, with payment due within 15 days of the invoice date.
4. Late Payments
Payments not received within 10 calendar days of the due date will incur a monthly penalty fee of five percent (5%) of the outstanding balance, compounded monthly.
5. Cancellations or Rescheduling
Cancellations or rescheduling of a Shoot or Training within 15 business days of the confirmed date will incur a $1,000 rescheduling fee.
6. Recurring Billing
Any recurring billing packages will automatically renew for additional terms of equal length to the previous term unless the Client provides written notice of intent not to renew at least 30 days before the end of the term.
7. Dispute Resolution Notice
The Client agrees to provide VIP Marketing with written notice of any dispute, claim, or controversy within six (6) months of the occurrence. Failure to provide notice constitutes an unconditional waiver of any dispute.
8. Limitation of Liability
In no case shall VIP Marketing or its employees, agents, or contractors be liable for any indirect, incidental, special, consequential, or punitive damages, even if VIP Marketing has been advised of such possibilities. Liability is limited to $500.
9. Intellectual Property and Licensing
VIP Marketing retains ownership and all intellectual property rights to any video creative or other media produced as part of the services. VIP Marketing grants the Client a perpetual, non-exclusive license to use the final video content for advertising and promotional purposes.
The Client acknowledges that the video content provided is licensed and not a work for hire. As such, VIP Marketing retains ownership of all copyrights, including any associated with derivative works.
The Client agrees not to create, or attempt to create, any derivative works from the licensed video creative without prior written consent from VIP Marketing.
10. Governing Law and Venue
These Terms and Conditions, and any disputes arising from them, will be governed by the laws of the State of South Carolina.
Any litigation or arbitration shall be conducted exclusively in Charleston County, South Carolina, and the Client consents to such jurisdiction and waives any defense related to venue.
11. Arbitration
In the event that the parties are unable to resolve any dispute informally, any dispute or controversy arising under the Agreement, these Terms and Conditions, or any provisions therein, and any efforts by either party to enforce, interpret, construe, rescind, terminate, or annul the Agreement and the Terms and Conditions, or any provision thereof, shall be submitted to final and binding arbitration. The parties agree that any and all disputes or controversies relating to or involving VIP Marketing shall be resolved by binding arbitration before one arbitrator, in accordance with the commercial rules of arbitration as promulgated by the American Arbitration Association.
Any such arbitration initiated under this Agreement shall be held exclusively within Charleston County, South Carolina. The parties further agree that the arbitrator’s ruling in the arbitration shall be final and binding, and not subject to appeal or challenge.
The parties further agree that the arbitration proceedings, testimony, discovery, and documents filed during the proceedings, including the fact that the arbitration is being conducted, will be treated as confidential and will not be disclosed to any third party, except the arbitrator and their staff, the parties’ attorneys and their staff, and any experts retained by the parties.
Notwithstanding the foregoing, nothing in this section or the applicable rules of the American Arbitration Association shall prevent VIP Marketing from seeking provisional relief outside of arbitration, including but not limited to equitable and/or injunctive relief, pending the arbitrator’s final decision.
The prevailing party in any such arbitration shall be entitled to recover all costs of arbitration, including its reasonable attorneys’ fees, from the non-prevailing party.
12. Confidentiality and Non-Disclosure
The Client agrees not to disclose or use any confidential information or trade secrets of VIP Marketing for any purpose outside the scope of this Agreement, both during and after the term of the Agreement.
13. Non-Solicitation
During the term of this Agreement and for a period of 24 months after its termination, the Client agrees not to solicit or hire any employees, contractors, or agents of VIP Marketing.
14. Termination
The Client acknowledges and agrees that the Agreement between the Client and VIP Marketing is a binding commitment for the full term specified in the Agreement. Any termination of this Agreement by the Client prior to the natural expiration of the agreed term, for any reason other than a material breach by VIP Marketing, will require the Client to pay the remaining balance due under the Agreement. The Client understands that VIP Marketing incurs costs and allocates resources based on the full term of the Agreement, and early termination will cause damages that are difficult to quantify.
In the event of termination by the Client, the Client will be responsible for paying 100% of the remaining balance of the Agreement within 10 days of termination notice. Failure to fulfill payment obligations will be considered a breach of contract and may result in legal action to recover the remaining balance, along with any associated costs, including attorneys' fees and collection costs.
Furthermore, the Client agrees to abide by the full scope of work outlined in the Agreement. VIP Marketing will not be obligated to reduce or modify services or payment obligations unless mutually agreed upon in writing. The Client is required to fulfill their responsibilities as outlined in the scope of work and cooperate with VIP Marketing throughout the term of the Agreement.
Early termination by VIP Marketing due to a material breach by the Client will also require the Client to pay the remaining balance of the Agreement.
VIP Marketing reserves the right to pursue all legal remedies available to recover outstanding amounts and enforce the terms of this Agreement.
15. No Work-for-Hire
VIP Marketing's services, including video production, are provided under a license and not as a work-for-hire. The Client may use the licensed video content in perpetuity but may not alter or create derivative works from it without written consent from VIP Marketing.
16. Entire Agreement
These Terms and Conditions, together with the Client Services Agreement, constitute the entire agreement between the parties. Any modifications to these Terms and Conditions must be agreed upon in writing.
17. Client Responsibilities
The Client is responsible for providing accurate and complete information necessary for VIP Marketing to perform the services outlined in the Agreement. This includes, but is not limited to, providing brand guidelines, target audience information, and any relevant assets or materials required to fulfill the scope of work.
Additionally, the Client must remain accessible and responsive throughout the term of the Agreement. Any failure by the Client to provide necessary information, respond to requests, or otherwise cooperate in a timely manner may hinder VIP Marketing's ability to perform its contractual obligations. VIP Marketing shall not be liable for delays or incomplete services arising from the Client's failure to fulfill these responsibilities.