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Terms of Service

Location and Delivery of Services

Delivery of Production Services. Prior to work all film, video, photography, and/or audio production requires a signed Aristoi Media Project Agreement (hereafter “Project Agreement) between You (hereafter “Client”) and Aristoi Media (hereafter “Producer”), which will be the governing document of the production. Producer will commence production no later than the start date specified in the Project Agreement or alert Client by the means of Notice specified in the Project Agreement. When a production requires services at multiple locations Client agrees to supply Producer with all known location addresses prior to signing a Project Agreement. Changes to location or locations, modality, or quantity of services may increase the scope of work and void the cost quote in a Project Agreement, potentially incurring additional charges to Client.

Scope of Work. The Project Agreement must specify the modalities and scope of services with as much clarity and completion as possible, including service locations, times, equipment requirements, methods of production and services, terms of contracts for cast, crew, locations, and equipment rentals, licensing, and all other matters that may impact the overall cost (hereafter “Total Cost”) of the work product or production services (hereafter “Film”) provided to Client.

Travel. Productions requiring more than 30 miles of travel from Dallas City Hall, 1500 Marilla St, Dallas, TX 75201, or requiring overnight accommodations for cast and/or crew, may incur additional costs and fees, which must be specified in the project’s cost quote and outlined in the Project Agreement. 

Cost, Fees, and Payment

Total Cost. The final price of any Film created by Producer’s services to Client must be paid in full in order for Client to own Copyright of the Film. The Total Cost is calculated after each phase of production, or at the final conclusion of production, and is presented by Producer to Client in an itemized invoice or Production Report. The Total Cost will be based on the cost structure outlined in the Project Agreement.

Cost Structure and Payment. An initial price quote is included in the Project Agreement based on the project pricing structure agreed upon between Producer and Client; this may be a fixed cost agreement, itemized cost agreement, royalty, licensing, or retainer agreement, or some other form of cost structure agreed upon between Producer and Client. For services to commence on the Film payment by Client may be due to Producer in full or in part, based on the terms of the Project Agreement. Generally when payment is due following the conclusion of production services then Producer supplies Client with an itemized invoice that specifies available forms of payment and a payment schedule. Late payment may incur charges or fees, not to exceed the maximum allowed by the jurisdiction of the Project Agreement. Non-payment to Producer by Client of the Total Cost of the Film may result in Client’s forfeiture of copyright and use rights to the Film.

Cost Overrun. Substantial increases in the scope of work, or substantial increases in the modality or quantity of services provided by Producer to Client, may result in a higher Total Cost than was originally quoted. Prior to incurring additional costs Producer agrees to alert Client, using the forms of Notice specified in the Project Agreement, and secure a Cost Overrun Certificate signed by Client as required when a cost overrun is due to circumstances or requests by Client. Total Cost will be calculated at the conclusion of each phase of production, or at the final completion of production services on the Film, based on the cost structure specified in the Project Agreement and may differ from the original price estimate.

Exclusivity

Exclusivity. Client understands and agrees that they have hired Producer exclusive of any other producer. In order for Producer to provide a high quality of service, no other producers are permitted to engage in production services while at the same locations and dates unless specified in the Project Agreement.

Intellectual Property

Copyright Ownership. In the event that any copyrighted work(s) are created as a result of the production services provided by Producer, Producer owns all copyrights in any and all work(s) it creates pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling production services for Client and producing the Film, are expressly and solely owned by Producer and may be used in the reasonable course of Producer business.  

Permitted Uses of the Film. Producer may grant Client an exclusive license of the Film under a Project Agreement, and for a specified amount of time, which licenses Client business and commercial use as outlined in the Project Agreement, but which prohibits Client from reselling, re-licensing, or otherwise repackaging the Film in any manner outside of the Project Agreement. Reasonable business and commercial uses may include the following:

  1. Broadcasting or publishing for the purposes of internal messaging; or

  2. Broadcasting or publishing for external marketing, PR, or PSA; or

  3. Broadcasting or publishing, internally or externally, for the purposes of education; or

  4. Sharing privately or publicly for the purposes of self-promotion or entertainment.

Producer retains the right to share, both publicly and privately, any and all products involved in the production of the Film, whether tangible or intangible, including the Film itself, for promotional and marketing purposes, except when explicitly prohibited by an existing NDA. 

Exclusivity. Client may seek to become the sole license holder of this Film; Client may not, however, obtain the right to edit, re-touch, or alter the Film in any way unless specified in the Project Agreement. All negatives, documents, and raw materials involved in producing the Film are the sole property of Producer, and may not be supplied to outside parties. After the term of a Client license is expired Client may retain the right to purchase additional licensing. When exclusivity is specified in a Project Agreement then no licensing will be offered or made available to any parties except for Client. 

Artistic Release

Style. Client has spent a satisfactory amount of time reviewing Producer's work and has a reasonable expectation that Producer will craft the Film in a similar manner and style unless otherwise specified by the Project Agreement.

Consistency. Producer will use reasonable efforts to ensure the Film is produced in a style and manner consistent with Producer's past work, or in emulation of other mutually cited creative references, and Producer will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that:

  1. Every subject, location, and Film is different, with different budgets and needs;

  2. services are often a subjective art and Producer has a unique vision, with an ever-evolving style and technique;

  3. Producer will use artistic judgment when producing the Film for Client, which may not include strict adherence to Client’s suggestions;

  4. Although Producer will use reasonable efforts to incorporate Client’s suggestions and desires when producing the Film, Producer shall have final say regarding the aesthetic judgment and artistic quality of the Film;

  5. Dissatisfaction with Producer's aesthetic judgment or artistic ability are not valid reasons for termination of any Project Agreement or request of any monies returned.

Limit of Liability

Maximum Damages. Client agrees that the maximum amount of damages they are entitled to in any claim relating to production services provided under a Project Agreement are not to exceed the Total Cost of the Film.

Loss of Product. In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery of the Film, Producer shall refund Client a pro-rated portion of the Total Cost based on the amount of the Film that was completed/provided against the amount of the Film that was agreed to be completed/provided.

Indemnification. Client agrees to indemnify, defend and hold harmless Producer and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to producing the Film for Client.

Cancellation, Rescheduling, and No-Shows

Cancellation, Rescheduling of Services or No-Show Client. If Client desires to cancel the Film, reschedule production, or if it becomes impossible for Producer to produce the Film due to the fault of the Client or parties related to Client, such as failure of one or more essential parties to arrive in a timely manner, then Client shall provide notice to Producer as soon as possible via the Notice provisions detailed in the Project Agreement. Producer has no obligation to attempt to re-book further production services as compensation to Client in the event that Client cancels, reschedules, fails to appear, or if it becomes impossible for Producer to produce the Film due to the fault of Client (or parties related to Client), and Producer will not be obligated to refund any monies Client has previously paid towards the Total Cost. Client is not relieved of any payment obligations for cancelled film production, rescheduled film production, or should it become impossible for Producer to produce the Film due to the fault of Client (or parties related to Client) unless the Parties otherwise agree in writing.

Impossibility

Force Majeure. Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:

  1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, virus, storms or infestation); or

  2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or

  3. Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

Failure to Perform Services. In the event Producer cannot, or will not perform its obligations, then Producer (or a responsible party) will:

  1. Immediately give Notice to Client via the Notice provisions detailed in the Project Agreement; and

  2. Issue a refund or credit based on a reasonably accurate percentage of film production uncompleted; and

  3. Excuse Client of any further performance and/or payment obligations.

Appropriate Conduct and Safe Working Environment

Safety Agreement: Client expressly agrees to take best efforts to provide Producer and Producer's cast and/or crew with safe and appropriate working conditions. In the event of circumstances deemed by either Producer or a bystander to present a threat or implied threat of injury or harm to Producer, cast, crew, or equipment, Producer reserves the right to cancel all services remaining under this Agreement and leave the Project. At Producer’s discretion, Producer may enact a three-strike policy. After the first offense Producer will make reasonable efforts to notify Client or a responsible party. If Client is able to respond to the threatening situation in a reasonable amount of time (maximum of 15 minutes while film production is underway), Producer shall resume work in accordance with the Project Agreement. If the threatening behavior occurs for a second time, Client will agree to remove the offending person for the remainder of the Film. If the behavior occurs a third time, Producer will immediately leave the Project. If Producer leaves the Project early due to any unsafe or threatening behavior, which persists due to the negligence of Client, then Client expressly agrees to relieve and hold Producer harmless and Client shall be responsible for payment in full. 

General Provisions

Governing Law. The laws of the jurisdiction specified in the Project Agreement govern all matters arising out of or relating to the Film, including torts.

Severability. If any portion of a Project Agreement is deemed to be illegal or unenforceable, the remaining provisions of the Project Agreement shall remain in full force.

Notice. Parties shall provide effective notice (“Notice”) to one another other either in person or electronically via the methods specified in the Project Agreement.

Merger. The Project Agreement constitutes the final, exclusive agreement between the parties relating to production services of the Film. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in the Project Agreement are expressly merged into and superseded by the Project Agreement.

Amendment. The parties may amend the Project Agreement only by the parties’ written consent via proper Notice.

Standard Terms of Service

Ungoverned Work and Services. In the event that Producer performs or supplies production services to Client without a Project Agreement or other governing document then any extent records of correspondence, whether digital, handwritten, audio recorded, or otherwise, shall be considered to constitute the agreement between Producer and Client. If terms of service are not specified within these informal modes of agreement between Producer and Client then the Film and all interests therein shall be governed by Producer’s standard terms of service as either stated above or as can be shown to be stated in other prior or contemporaneous Project Agreements of a similar nature to these ungoverned production services.