Terms and Conditions
SCOPE OF AGREEMENT
The expression “the Contractor/Talent” means TataCeke LLC. The expression “the Client/Customer” means the person, firm, company or entity purchasing goods or services from the Contractor. Voiceover project shall be recorded in the English language by Talent and shall include only voice over performance services and shall not include any other services such as copywriting, production, adding underlying “tracks” such as music beds, “foley” sounds or sound effects, translations, rewriting of copy, etc. The only services that shall be provided under this Agreement are that Talent shall perform the script or copy exactly as provided by Client at a production facility supplied by the Talent and shall provide “broadcast quality” digital files of the performance to Client in accordance with this Agreement. Acceptance by the Client of the e-mailed Estimate/Invoice Quote indicates acceptance of the Terms and Conditions contained within this Service Contract. The Contractor agrees to perform services as described in the Quote (the “Services”) and the Client agrees to pay the Contractor as described therein.
The Contractor’s works may only be used for the agreed product or service (and any of the platforms or mediums) detailed in the invoice line-items, and not in any additional product or services in the future, unless otherwise stated. The Contractor’s works may be used by the Client for the stated time period with an optional rebuy per agreement period, unless otherwise stated. The Contractor’s works may only be used in the geographical region as specified in the invoice line-items, unless otherwise stated. If no geographical region is stated then the license specifies that this is the Clients country location only. The Client may not transfer the works, nor this license to any third parties without the written consent of the Contractor.
STUDIO FEES & EDITING
Picks Ups needed Due to the Contractor/Talent Error – Files will be re-recorded and sent to client free of charge. Additional policy outlined with the voiceover project.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof.
INDEMNIFICATION AND LIMITATION OF LIABILITY
Contractor agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s gross negligence; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein. Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.
CONFIDENTIALITY AND “WORK MADE FOR HIRE
Talent will not disclose to any party any trade secrets or confidential information of Client, including, without limitation (a) any information concerning any of the products or services of Sponsor that has not been disclosed to the general public with Client’s authorization, (b) the contents, nature, or direction of any advertising campaigns, storyboards, copy, commercials, or other materials produced hereunder until the applicable commercial or other material airs or otherwise publicly appears with Client’s authorization, (c) Talent’s relationship with Client until such relationship has been publicly disclosed with Client’s authorization, and (d) any of the terms of this Agreement. Upon receipt of final payment as stated above, Talent acknowledges that she has no right or interest in any copyright to the work or voice recordings, or other materials resulting from the services performed under this contract. Talent acknowledges that Talent’s work was a “Work for Hire” as defined by United States Copyright Law. Talent acknowledges that all copyrights and rights to exploit, use, or reproduce this work now or in the future shall be the intellectual property of the Client, and Talent shall sign any documentation that may be required in the future to assign such copyrights to the Client. However, should Client breach any of its obligations under this agreement, including non-payment, Talent shall hold the copyright to the sound recordings produced by Talent under this Agreement until such time as payment, including interest if applicable, has been received in full.
CONTRACTOR’S/TALENT’S RIGHT TO CONTRACT
Talent hereby warrants and represents to Client/Producer that Talent has the full right and authority to enter into this Agreement with respect to her services; that Talent has not limited, by agreement with others, her right to perform services hereunder; that in the making or performance of this Agreement, talent will not knowingly violate any laws, orders or regulations, or the rights, legal or equitable, of anyone; and that Talent has the full ability and right to do any and all things called for by this Agreement. Talent warrants she is of legal age to enter into contracts, or that she shall have a parent or legal guardian sign this Agreement where indicated below with the understanding that all terms herein shall be binding upon Talent and the parent or legal guardian who signs below.
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.
CHOICE OF LAW/JURISDICTION
This agreement and its performance shall be governed by the laws of the state of North Carolina, United States of America.