Books On TV Video Production Contract Terms
This agreement is entered into between Books On TV, located in Clearwater, FL (also referred to as the “Company,” "we," or "us"), and Publisher/Writer ("Client," "You," or "Your"), for Company to produce a video production (referred to as the "Video" or "Production").
Company's engagement shall relate to video production services for the Client.
The Books On TV TV Production Contract Terms & Conditions should be read thoroughly, as it explains Your rights and obligations regarding use of the Books On TV Service and constitutes a binding agreement between You and the Company. By accepting this Agreement, You shall be deemed a client of Books On TV, and acknowledge and agree to be bound by and comply with all of these Contract Terms and Conditions (“Terms”).
1. Books On TV is a prepaid service. We will review the information supplied by Client via the Books On TV website order form and additional correspondence to become familiar with Your product and objectives. Company may, at its discretion, call or e-mail client for additional information. After the video is completed, Company will e-mail client a small digital video file version for viewing. Client will review the text in the video, and check off and return the accompanying “Ok To Master” form. Changes are limited to typographic and contact information corrections. Books On TV are custom made high-precision text-based video (see sample videos at http://www.booksontv.com/samples.html ). As such, there are no refunds after production is initiated. Once a project is scheduled, the majority of our communication with You is via e-mail. Projects where a client initiates or requires frequent correspondence may be subject to additional billable time at a rate of $60/hour (USD). Production changes beyond one set of typographic or contact information changes will be subject to additional billable time at a rate of $60/hour (USD), with a 4 hour minimum. Books On TV shall attempt to, and make every effort to, avoid additional charges payable by Client. Spanish language videos are subject to a one time additional fee of $99 to facilitate special handling.
2. Upon confirmation of payment of Books On TV fees at time of order, Books On TV will produce a custom-made video promotion of the length and format chosen and purchased by Client. The video may contain logos, trademarks, slogans, text passages, quotes, or music supplied by Client (client-supplied content). Payment is considered made when payment in full has cleared the Books On TV business bank account. Your license to use the video is personal, nontransferable, non-sub-licensable and nonexclusive. You may display or distribute the video production in its original form without edits, in any and all venues, for the life of the license. You are not authorized to use Your Books On TV video, or the content thereof (other than Client Supplied Content), in any other manner whatsoever unless explicitly approved by Books On TV in writing. The Books On TV video may include a mark identifying it as having been created by Books On TV and/or electronic coding for our internal tracking purposes.
3. Production Scheduling. Books On TV videos are produced on a first-come, first-served basis. We do not prioritize based on size or dollar amount of account. Every attempt will be made to meet completion deadlines agreed to between You and Us in writing, any client-initiated delays notwithstanding. We cannot be responsible for incomplete projects placed on hold due to non-payment, failure to supply source materials, or non-communication by Client. Due to the custom nature of video production, there are no refunds once production commences.
4. Specifications. Unless otherwise specified, all pertinent photography and opticals will be within the U.S. Broadcast television safety margin of the HD standard frame size so as to be visible to a broadcast television viewer. Production will be in HD (16:9 aspect ratio). All Books on TV productions are designed to be compatible with broadcast television standards. Delivery of one broadcast-ready video file is included in the Books On TV service.
5. Grant of Rights To Company. The undersigned client also grants Company the right incorporate images, clips and logos used on the client’s book cover, promotional sleeves, website and other material supplied by Client as source material for the video and indemnifies and holds Company harmless for their use. Company will have the right, but not the obligation, to use the video in, or in connection with, the distribution, broadcast, cable-cast, promotion, publicity and/or webcast of the video, its derivatives and variations forever and throughout the world in any manner, for any purpose, and by any means whatsoever.
6. Submission of Client Supplied video/photos. You may submit Your own raw video or completed video productions, or photos, for inclusion in your video. These Terms, including all representations and warranties, apply to any such submissions (i.e., they shall be treated as Client Content). You shall be fully responsible for, and shall indemnify and hold Books On TV harmless against, any claims and liabilities in connection with media that You submit. additional fees may be required in connection with processing and reformatting such media, should it not meet industry content or technical standards. You must supply the appropriate signed releases for any identifiable individuals appearing in the video You supply.
1. You agree to indemnify and hold Books On TV and its related companies, affiliates, officers, directors, shareholders, licensors, licensees, suppliers, content providers, employees and agents (collectively, the “Indemnities” or “Those Indemnified”) for any and all losses, damages, liabilities, claims, costs or expenses, including reasonable attorneys' fees, incurred directly or indirectly by Those Indemnified in connection with the use of the commercial for any unlawful, unauthorized or prohibited purpose. Client shall indemnify and hold Company harmless with respect to any claims, loss, suit, liability or judgment suffered by Company, including reasonable attorneys’ fees and costs, based upon or related to any item prepared by Client or at Client's direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, including where any such claim arises out of material furnished by Client and incorporated into any materials or videovertisement prepared or placed by Company. Information or data obtained by Company from Client to substantiate claims made in videovertising shall be deemed to be “material furnished by Client to Company.”
2. In the event of any proceeding against You by any regulatory Company or in the event of any court action or self-regulatory action challenging any videovertising prepared by Those Indemnified, You will reimburse Those Indemnified any out-of-pocket costs we may incur in connection with any such action or proceeding. In the event of any proceeding, litigation or suit against Company by any regulatory Company or in the event of any court action or other proceeding challenging any videovertising prepared by Company, Client shall assist in the preparation of the defense of such action or proceeding and cooperate with Company and Company’s attorneys at Client's expense.
3. You agree to indemnify and hold Those Indemnified harmless with respect to any death, personal injury or property damage claims or actions arising from the use of Your products or services. You will indemnify and hold Those Indemnified harmless with respect to any claims or actions instituted by third parties which result from the use by Those Indemnified of material and images furnished by You, including images from the client’s web site, brochures, CDs and other materials supplied by client. You are solely responsible for (i) the accuracy, non-deceptiveness, completeness, propriety, and substantiation of the Books On TV commercial and other videovertising used by You to videovertise Your business; (ii) all Client Content; and (iii) any information, disclosures or requirements that are imposed upon You as a result of Your business activities by any governmental, regulatory or oversight Company, body, tribunal or proceeding. You agree to review and approve all materials prepared by Books On TV or submitted by You to confirm that descriptions and representations, direct or implied, with respect to Your business, products, services, industry, and competitors, are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives and guidelines. Because standards and practices are continually evolving and vary by medium and region, it is always Your sole responsibility to ensure that Your videovertisement conforms with all applicable laws, rules and regulations. Books On TV has the right to reject or require revisions to Client Content for any reason whatsoever. Books On TV shall not be responsible or liable for any video’s compliance (including any video supplied by Client) with federal, state and local laws, Federal Trade Commission and other governmental Company, television broadcast and other applicable rules, regulations and guidelines. Airing of Your video in no way constitutes Books On TV approval of Your video, Your Client Content, or Your use of the video.
For required revisions, Company, at its sole discretion, may deduct their customary hourly fee of $60/hour (with a 4-hour minimum) from total media purchase allocation. Client may choose to add funds to bring the remaining media purchase allocation up to the original media allocation.
4. You will indemnify and hold the Indemnities harmless from and against any and all losses, damages, liabilities, claims, demands, suits, expenses (including attorneys' fees and expenses) which any Indemnity may incur arising out of or relating to (i) Client Supplied Content and/or display and use of a Books On TV commercial, including without limitation claims of infringement or misappropriation; (ii) claims that Your products or services are defective, injurious, or harmful (including, without limitation, any claim for bodily injury or death); (iii) claims that the manufacture, sale, distribution or use of any of Your products or services violates the rights of any third parties or that the videovertising, publicity or promotion of Your products or services violates or encourages or induces the violation of the rights of any third parties; and (iv) claims predicated on a breach of these Terms by You.
C. Termination and Survival.
The term of this Agreement shall commence on the date of this agreement (as evidenced by the submission date of the Books On TV Order Form) and shall continue in full force and effect until terminated by Company or 7 years, whichever is less. Sections B. through D., I. through W., and X. will survive termination of the contract terms.
Notwithstanding anything to the contrary, upon notice to You, Books On TV may immediately terminate Your right to use any videovertisement and/or these Terms (i.e., its agreement with You) without cause and without liability.
D. Copyright & License
1. This is a non-exclusive, nontransferable seven (7) year license agreement between You and Company which is immediately cancelable by Company should Client breach any payment or use agreement. The images contained on the completed commercial are proprietary and copyrighted. This copyright is protected under U.S. and International copyright law. Film, video, photographic and music libraries who have granted Company special permission to include their respective material as part of the video, own and reserve all rights. Company retains the copyright for the completed commercial. The commercial may not be altered, or incorporated into any other work. The commercial may not be transferred to third parties through the use of on-line services or networks excepting as those provided on the Books On TV Order Form and as addressed in the Terms. You may not sell, sublicense, loan, give, or transfer any part of the video or a copy thereof to another person or company without permission of, or license by, the Company. As between You and Books On TV, except for Client Supplied Content, all copyright and other intellectual property rights contained in or displayed through Books On TV, and other material developed or provided by Books On TV, including without limitation photography, library images, live images, product shots, templates, illustrations, animations scripts, story lines, sound tracks, narration, tag lines, and “look and feel,” is and will remain sole and exclusive property of Company. No intellectual property rights in the Books On TV commercial or derivatives (such as Web or e-mail versions provided for on the Books On TV Order Form) will be transferred to You, other than the limited license to use and display Your Books On TV commercial pursuant to these Terms. Except for any Client Supplied Content, Books On TV shall own exclusive rights in any and all derivative works created from Your Books On TV commercial. Client Supplied Content will be and remain Your sole and exclusive property. You hereby grant to Books On TV the worldwide, perpetual, nonterminable, sub-licensable, royalty-free right to use any and all Client Supplied Content, including for Books On TV marketing or promotional purposes.
2. Please note that when You order a Books On TV video, You will be licensing the right to run that video in any and all venues that you desire, for the life of the license. The video itself (the finished, assembled production), owned by Books On TV, will be licensed exclusively to You and you continue to own Your supplied materials, if any. Any images, music or text that You provide to us to assemble Your video will continue to be owned by You or the original copyright holder, and may be stored by Books On TV on our servers for Books On TV to use in connection with Your future video needs.
E. Representations and Warranties.
You represent and warrant that:
1. You are over 18 years of age and have full right and power to enter into this Agreement. You further warrant that You will obtain and furnish to Company prior to the delivery of the completed video production, all legal and effective written consents, if required by Company, to insure the unlimited and unrestricted exhibition and use in any way or place worldwide of said video or any part thereof, without limitation, in any media and by any means now known or hereafter devised, for any and all purposes including trade, publicity and promotion without limitation as to time, products use or otherwise, by Client, Company, exhibitors, or broadcasters.
2. You are not a television-agency, production company, media outlet, or an employee, agent or affiliate of a media outlet, television station, production company broadcaster, cable or satellite television system operator.
3. You are purchasing video services for Your own use and not for resale.
4. You have full rights to distribute or display the Client Supplied Content submitted by You to Books On TV.
5. You are authorized and licensed to use the names and pictures of any persons or objects depicted in the Client Supplied Content.
6. You are authorized and licensed to use any testimonials contained in the Client Supplied Content.
7. You are the owner of any trademarks, service marks, copyrighted material and other proprietary rights embodied or displayed in the Client Supplied Content.
8. You have documentary substantiation for all claims made in Your Client Supplied Content and custom-made Books On TV commercial.
9. The Client Supplied Content submitted by You, and Your use of a custom-made Books On TV video, is truthful and not misrepresentative or misleading.
10. You have the right to display the Books On TV video, as custom-made with Your Client Supplied Content, and the distribution or broadcast of such video will not violate any law, rule, or regulation of a federal, state, or local governmental Company or self regulatory organization or association, or any other provision of applicable law.
11. The Client Supplied Content submitted by You, and Your use of a custom-made Books On TV video, will not plagiarize, be libelous, defamatory, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable. Client Supplied Content and claims shall also conform to FTC and FCC standards concerning such issues.
12. The Client Supplied Content submitted by You, and Your use of a custom-made Books On TV video, will not invade the privacy rights of any third party, or otherwise infringe upon or violate the rights or property interests of any third party.
13. The Client Supplied Content submitted by You shall not contain any computer viruses, worms, booby traps, time bombs, or other programming that interferes with the normal functioning of the Books On TV website, Books On TV data or Books On TV Services.
All charges for the Books On TV Service and Media Placements are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, national or international withholding taxes and obligations and other levies now in force or enacted in the future, all of which You will be responsible for and will pay in full. You agree to pay or reimburse Books On TV for any taxes that are levied on the transactions hereunder, exclusive of taxes on Company’s net income. Any such payments or reimbursements of amounts due Books On TV will be due and payable per invoice to Client. Upon Your written request, Books On TV agrees to provide You with reasonable documentation to support invoiced amounts applied to taxes.
Books On TV and its related companies, affiliates, officers, directors, shareholders, licensors, licensees, employees, suppliers, distributors, content providers and agents disclaim any and all warranties, express, implied and statutory regarding the Books On TV services, storage of Client Content, and any deliverables included in such Books On TV services, including any warranties of merchantability, fitness for a particular purpose, title and non-infringement. there is no warranty that the Books On TV video or Books On TV services will be error free, will be on time, will operate without interruption or will fulfill Your particular purposes or needs. Books On TV makes no warranty as to storage of Client Content and shall not be responsible for any loss of or damage to Client Content. To the extent that Books On TV cannot disclaim any such warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law.
H. Limited Liability.
In no event will Books On TV or its related companies, affiliates, officers, directors, shareholders, licensors, licensees, employees, distributors, suppliers, content providers and agents be liable for special, indirect, incidental, consequential, punitive or exemplary damages including, without limitation, lost profits or business or damages arising (whether in contract, tort, strict liability or otherwise) out of the these terms, Books On TV (including Client Supplied Content or video versions), or Books On TV services, even if You have been advised of the possibility of such loss or damage. Books On TV and its related companies, affiliates, officers, directors, shareholders, licensors, licensees, employees, suppliers, and agents aggregate liability for any other types of damages will be limited to cumulative dollar amounts actually paid by You to Books On TV under these terms in connection with the particular Books On TV video or Books On TV services that are the basis for such liability.
I. Failure Of Suppliers/Force Majeure.
Books On TV will use commercially reasonable efforts to attempt to guard against or limit any loss to You as the result of the failure of other suppliers to properly execute their commitments, but Books On TV will not be responsible or liable for any such failure. In addition, neither party shall be deemed in default of these Terms to the extent that performance of its obligations (other than Your payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party.
If any term, condition, or provision in these Terms is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in these Terms. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
L. Arbitration of Disputes
The sole remedy for the resolution of disputes between the parties to this agreement shall be arbitration before one arbitrator, in accordance with the customary Commercial Arbitration Rules of the State of Florida, such arbitration to be held in the State of Florida. The arbitrator's award will be final and non-appealable, and judgment may be sought thereon in any court with jurisdiction. In the event that arbitration is necessary, the prevailing party shall have its costs associated with the arbitration, including its reasonable attorneys' fees, paid by the other party.
M. Injunctive Relief.
You acknowledge and agree that compensatory damages are an adequate and complete remedy for a breach of these Terms by Books On TV, and that You will in no event seek or be entitled to receive injunctive or any other form of equitable relief as a remedy for any such breach. The preceding sentence notwithstanding, nothing herein shall restrict Company's right to seek injunctive relief.
You may not assign Your rights and obligations under these Terms without Company's written consent. Books On TV may assign its rights and obligations under these Terms.
O. Late Charges; Attorneys’ Fees.
Any amounts not paid within 30 days of the date due will bear a monthly finance charge equal to the lesser of 1.5% of the outstanding balance or the maximum amount allowed by law. In any action to collect on an unpaid balance, Books On TV will be entitled to recover its attorneys' fees and costs.
P. Amendment Waiver.
These Terms may be amended unilaterally by Books On TV. An amendment will become effective upon the date that Books On TV posts the amended Terms on Books On TV website, or upon the giving of written notice to You by mail or by e-mail. Except as provided in the preceding sentence, these Terms may not be amended except in a writing signed by both parties. Any waiver of the provisions of these Terms or of a party's rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of such party's rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under these Terms will preclude the enforcement by such party of any other right or remedy under these Terms or that such party is entitled by law to enforce.
Q. Agreement Evidenced by Electronic Click or Signature.
The parties intend to enter into these Terms through an Internet transaction conducted through the Books On TV website. Accordingly, You agree that Your consent to the terms of these Terms will be evidenced by Your click on the checkbox entitled “I AGREE” (or similar indicator) as presented on Books On TV website and recorded on Books On TV business records kept in the ordinary course of business. You represent that You are authorized to act on behalf of the party listed on the account, and have the authority to enter into these Terms on behalf of such party.
R. Governing Law
This agreement shall be interpreted in accordance with the laws of the State of Florida. Venue for any action arising under the terms of this agreement shall lie exclusively in Florida. In any action to enforce the terms of this agreement, the prevailing party shall be entitled to recover their reasonable attorneys’ fees and costs including, without limitation, fees and costs for arbitration, confirming or enforcing any arbitration award, appeal (whether of a final or a non-final order or judgment) and fees and costs for collecting on any judgment.
If the above accords with Your understanding and agreement, kindly indicate Your consent hereto by clicking on the checkbox entitled “I AGREE” (or equivalent indicator) in the place provided on the Books On TV Order Form.
S. Final Agreement.
This Agreement constitutes the entire understanding of the parties and terminates and supersedes all prior written and oral agreements or communications with respect to the subject matter of this Agreement. This Agreement may be modified only by a further writing that is duly executed by both parties.
1. Client Supplied Content (Client Supplied video): (a) The logos, trademarks, images, music, text, video and other additions provided by You, (b) the entire content of a video that You provide to Books On TV for use as source material or reference for a video prepared by Books On TV.
2. Affiliates: advertising agencies, production houses, or individuals that provide video production services or materials to Clients.
3. Client, Client, or “You”: Persons or companies who purchase a video through Books On TV or who otherwise use the Books On TV website or Books On TV service.
4. Books On TV video: A custom-made video production purchased through the Books On TV Service.
5. Books On TV Service: The services described in Section 2 above and elsewhere, pertaining to video production.
Version BOTV-2.0 Revised 16 October 2019