Terms & conditions
OUTLINE
1. WE MAY SUSPEND OR WITHDRAW OUR SITE
2. OFFER AND ACCEPTANCE OF PROJECTS
3. MATERIAL ON OUR SITE
4. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
5. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM
6. WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?
OUTLINE
www.vidops.io is a webapp operated by POLARCREATE Limited (”We”). We are registered in England and Wales under company number 09836498 and have our registered office and trading address at 242 Acklam Road Unit 009, Westbourne Studios, 242 Acklam Road, London, London, United Kingdom, W10 5JJ. Our VAT number is 245924587.
We are a limited company trading under the name “VidOps.io”.
By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
If you do not agree to these terms, you must not use our site.
We may update and change our site from time to time to reflect changes to our services. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 6th February 2020.
INTERPRETATION
The definitions and rules of interpretation in this clause apply in The Policy and The Agreement.
The Agreement | The legally binding contract per project accepted between You (the Creative freelancer) and VidOps, which is subject to these terms and may be updated from time to time;
The Creative Policy | The legally binding contract between You and VidOps which you agree to when signing up, which is subject to these terms and may be updated from time to time;
Project Brief | The job and description of a job or job(s) which created a work package between You, VidOps and the Customer and any other Creative(s);The Customer | A Customer of VidOps who pays VidOps directly for production services;
1. WE MAY SUSPEND OR WITHDRAW OUR SITE
1-1 Our site is made available free of charge. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
1-2 You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
1-3 Like any online application, there may be times where we encounter issues with site performance, or undergo scheduled maintenance. Where applicable, we will place a banner on the site to let visitors know this is taking place. Where there are issues with performance, please let us know via our chatbot and we will ensure to fix any issues as soon as possible.
1-4 For customers booking projects with us and using the application, we will endeavor to let you know if we encounter issues with our application. We will send an email to all active users if we expect significant or critical impact to our online service, and for minor incidents we will ensure a banner is in place to let you know of any disruptions to our service. However, at this time the application is a free service and we cannot guarantee the performance of the application. We will always work with our customers to ensure project contracts are fulfilled regardless of any issues with the application.
2. OFFER AND ACCEPTANCE OF PROJECTS
2-1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
2-2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
2-3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.
3. MATERIAL ON OUR SITE
3-1 We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
3-2 You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
3-3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
3-4 Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
3-5 You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
3-6 If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
3-7 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
3-8 Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
3-9 This website may include information and materials uploaded by other users of the site, including to bulletin boards. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
3-10 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
3-11 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
3-12 You must not establish a link to our site in any website that is not owned by you.
3-13 Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
3-14 We reserve the right to withdraw linking permission without notice.
3-15 If you wish to link to or make any use of content on our site other than that set out above, please contact us
4. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
4-1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
4-2 Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will are set out in our Terms and conditions of supply when you engage us as a supplier.
4-3 We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.
In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;loss of anticipated savings;
- or loss of business opportunity, goodwill or reputation.
5. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM
5-1 We do not guarantee that our site will be secure or free from bugs or viruses.
5-2 You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
5-3 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
6. WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?
6-1 If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
6-2 If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Privacy Policy
1. YOUR RIGHTS
2. INFORMATION WE MAY COLLECT FROM YOU
3. COOKIES
4. USES OF THE INFORMATION
5. DISCLOSURE OF INFORMATION
6. WHERE WE STORE YOUR DATA
7. RETENTION PERIOD
8. COMPLAINTS
9. CHANGES TO THE POLICY
1. YOUR RIGHTS
We ( “VidOps” ) are committed to respecting your privacy. This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By visiting www.vidops.com you are accepting and consenting to the practices described in this policy. Further information on our use of personal data is made available to people completing our contact us form or booking a project with us when they do so through those parts of our website.
For the purpose of the Data Protection Act 1998 (the "Act"), the data controller is Polar Create Limited.
1.1 The right of access
1.1.1 You may obtain confirmation if we hold your Personal Information and copies of any Personal Information we hold by contacting us. A charge will normally be made for the provision of such confirmation or copies.
1.2 The right to rectification
1.2.1 You may request personal data be rectified if it is inaccurate or incomplete by contacting us.
1.3 The right to erasure
1.3.1 You may request your personal data be erased at any time by contacting us. There are very limited grounds for us refusing a request for erasure of personal data but we reserve the right to refuse a request and will communicate the reason.
1.4 Other rights
You may have other rights in respect of your Personal Data but we do not believe that such rights apply to the purposes that Personal data is collected and processed by us. These rights are the right to data portability and the right to object. Should you consider that you have and wish to exercise such rights in respect of any Personal Information we hold please contact us.
2. INFORMATION WE MAY COLLECT FROM YOU
2.1 We may collect and process the following data about you:
2.1.1 Information you give us. You may give us information about you by filling in forms on our site or by corresponding with us by phone, e-mail or otherwise. The information you give us may include your name, address, e-mail address and phone number, and employer.
2.1.2 Information we collect about you. With regard to each of your visits to our site we may automatically collect the following information:
2.1.3 information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time), technical data including internet protocol (IP) address, your login data, browser type and version, operating system and platform, and other technology on the devices that you use to access the website;
2.1.4 pages you viewed;
2.1.5 page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs);
2.1.6 methods used to browse away from the page; and
2.1.7 any phone number used to call our customer service number;
3. COOKIES
3.1 Our site uses cookies to distinguish you from other users of our site. This helps us to provide you with a good experience when you browse our site and also allows us to improve our site.
3.2 A cookie is a small text file which is placed onto your device when you access our site. We use cookies on our site to recognise you whenever you visit the site;
3.3 carry out research and statistical analysis to help improve our content services and to help us better understand our customer requirements and interests; and
3.4 make your online experience more efficient and enjoyable.
3.5 The information we obtain from our use of cookies will not ever contain your personal data.
3.6 In most cases we will need your consent in order to use cookies on this site. The exception is where the cookie is essential in order for us to provide you with a service you have requested.
4. USES OF THE INFORMATION
4.1 We use information held about you in the following ways:
4.2 Information you give to us. We will use this information:
4.3 to provide you with the information and services that you request from us;
4.4 to send you a welcome email to verify your information when you register with the site and other emails for the purposes of providing any services, or promotions to you. Please note that you may opt out of emails and calls that are not directly related to a project. Please contact us if you would like to opt out;
4.5 to provide you with information about services or products we offer that are similar to those that you have already enquired about;
4.6 to provide you with information about our products and services we feel may interest you.;
4.7 to notify you about changes to our services; and
4.8 to ensure that content from our site is presented in the most effective manner for you and for your computer.
4.9 Information we collect about you. We will use this information:
4.10 to administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
4.11 to improve our site to ensure that content is presented in the most effective manner for you and for your computer;
4.12 to allow you to participate in interactive features of our service, when you choose to do so;
4.13 as part of our efforts to keep our site safe and secure; and/or
4.14 to make suggestions and recommendations to you and other users of our site about products or services that may interest you or them.
4.15 Information we receive from other sources. We may combine this information with information you give to us and information we collect about you. We may use this information and the combined information for the purposes set out above (depending on the types of information we receive).
5. DISCLOSURE OF INFORMATION
5.1 We may share your information with selected third parties including:
5.2 Business partners, suppliers and subcontractors for the performance of any contract we enter into with them or you;
5.3 In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;
5.4 If VidOps or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets; and/or
5.5 If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our Terms and Conditions and other agreements; or
5.6 To protect the rights, property, or safety of VidOps, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.
6. WHERE WE STORE YOUR DATA
6.1 The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.
6.2 For cloud storage of our data, including your Personal Data, we will only use service cloud suppliers who are certified under the EU-US Privacy Shield Framework.
6.3 Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
6.4 The website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy of every website you visit.
7. RETENTION PERIOD
7.1 We will retain your personal information whilst it remains pertinent to our legitimate commercial interests. So, we will retain Personal Information of customers and suppliers and employees of customers and suppliers whilst the individual remains a customer or supplier or connected with a customer or supplier. We will retain Personal Information of potential customers whilst the individual responds to a request to confirm continued interest in the our products and services. We have different retention periods for different categories of information. You can contact us for further details about this if you would like more information.
8. COMPLAINTS
8.1 If you are not happy with the way we have handled your information, you may contact us to complain. We treat all complaints very seriously and shall respond to you within 30 days at the latest.
8.2 If you are not satisfied with the way your complaint was handled, you may be able to refer your complaint to your local data protection regulator. For example, in the United Kingdom this is the Information Commissioner’s Office.
9. CHANGES TO THE POLICY
9.1 Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail. Please check back frequently to see any updates or changes to our privacy policy.
Contact
Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to privacy@vidops.io.
10. THIRD PARTY PROCESSORS
Our carefully selected partners and service providers may process personal information about you on our behalf as described below:
“Digital Marketing Service Providers
We periodically appoint digital marketing agents to conduct marketing activity on our behalf, such activity may result in the compliant processing of personal information. Our appointed data processors include:
(i)Prospect Global Ltd (trading as Sopro) Reg. UK Co. 09648733. You can contact Sopro and view their privacy policy here: http://sopro.io. Sopro are registered with the ICO Reg: ZA346877 their Data Protection Officer can be emailed at: dpo@sopro.io.”
Cookie policy
See our privacy policy for details on cookies and privacy
VidOps understands that your privacy is important to you and that you care about how your personal data is used. We respect and value the privacy of everyone who visits this website, polarcreate.com and will only collect and use personal data in ways that are described here, and in a way that is consistent with our obligations and your rights under the law.
About us
our Site is owned and operated by Polar Create, a limited company registered in England under company number 09836498.
Registered address: Swift House, Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, United Kingdom, CM1 1GU.
Main trading address: Unit 009 242 Acklam Road, W10 5JJ
Data Protection Officer: Alasdair Brenninkmeijer
Email address: accounts@vidops.cio
Customer policy
OUTLINE
INTERPRETATION
1. ACCOUNT
2. COLLABORATION AND COMMUNICATION
3. VIDOPS PLATFORM
4. VIDOPS RELATIONSHIP WITH CUSTOMERS
5. YOUR RESPONSIBILITIES
6. CHANGES
7. RESTRICTIONS
8. TERMINATION
9. PAYMENT
10. FORCE MAJEURE
11. FINAL NOTE
OUTLINE
Please read these terms carefully to ensure that you understand each provision. These terms contain a binding and mandatory arbitration and class action/jury trial (where applicable) waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions (where applicable) and limits the remedies available to you in the event of certain disputes.
By accepting these terms, either by clicking a box indicating your acceptance, by downloading our mobile application, establishing an account, using our services, and/or navigating our website, you agree that (a) you have read and understood the terms; (b) represent that you are at least 18 years old; (c) you can enter into a binding contract; and (d) you accept the terms and agree that you are legally bound by its terms as well as the terms of an underlying media project brief which is expressly incorporated and referenced herein. If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept these terms and may not use the services.
To the extent the services may be used to reproduce copyrighted materials from customer(s), such copyright materials are licensed to you only for purposes which the customer(s) require including the production of non-copyrighted materials, materials in which you own the copyright, or materials you are authorised and legally permitted to produce and/or reproduce. If you are uncertain about your right to copy or permit access to any material, you should seek your independent legal advice.
INTERPRETATION
“Account” means the VidOps Account you open when you register to become a User and use the Site’s Services on the platform.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Job” means a component work tasks under a Project to be performed by a Creative.
“Site” means the domain, and all subdomains, of vidops.io.
“Submission” means any and all work product developed by Contractors in carrying out Services as required to complete the Job and delivered to VidOps.
“Third-Party Services” means all services that are accessible through the Site and delivered by third parties. The term Third-Party Services does not include VidOps services.
“User” means (1) a person who makes use of the Site on his or her own behalf, or (2) a person who makes use of the Site on behalf of a company or organization.
“Creative” means a User that offers and delivers services through the Site. A third party independent contractor (who may be an individual or a company) who is registered on our Platform, and may perform the Creative Services.
“Creative Contract” shall have the meaning given to it below.
“Creative Services” means all services delivered by Contractors, which may include producing, directing, photography or videography services, talent performances, editing, creative and other related services.
“Visitor” means a person who is only visiting the Site, not a User.
“Platform” means the platform for project creation and management at www.vidops.io, including any subdomains, any other websites through which we make our services available, and our mobile, tablet and other smart device applications.
“Project” means a video or media creation project under your Account and as described under the ‘Project Brief’ in the Platform.
“Project Brief” means all agreed requirements, budget, background, storyboard, creative approach, messaging, references, timelines, deliverables, service levels and other details for a Project.
“Project Value” means the full cost of a Project.
1. ACCOUNT
You must create an account to use our Services. Your account must accurately report information about you. Your account is your responsibility.
1-1 To use the Services, you need to establish an account by signing up through our App or our Website (the “Account”).
1-2 Once you create an Account you will be able to customize your profile (“Profile”).
1-3 You agree to provide accurate, current and complete information about yourself.
1-4 You are responsible for keeping your password secret and secure. You must immediately notify us of any unauthorised use of your password, account or any other breach of security of which you become aware.
1-5 Registration data and other information about you and these Terms, including but not limited to how your personal data is processed by us, are governed by our Data Protection Policy.
1-6 In accordance what is stated in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, “GDPR”), you may request, and we will comply under certain circumstances, for us to erase all information held about you and to delete your Account. For more information on how we handle your rights under the GDPR, please refer to our Data Protection Policy. This Clause is only applicable to you if you fall within the protection of the GDPR.
1-7 When we refer to "VidOps" in these Terms, we mean us, the Site, the App and/or the Services, according to the context. You must take the time to read and understand these Terms. By registering with VidOps, you accept that you are entering into a contract with us under these Terms.
1-8 People who register for VidOps establish an "Account", and become "Users". Visitors to VidOps who do not become Users, but who nevertheless use the Site and/or download the App, affirm that they are bound by these Terms each time they access VidOps. You should be aware that these Terms may change from time to time.
1-9 If we ask you to provide some information about yourself when you register for VidOps, you must ensure that this information is accurate and current. You may keep this information updated through your Account. Note that we are entitled to treat anything done through a User's Account, or by means of an email address, phone number or other communications method associated with that Account, as having been done by the User; it is up to the User to maintain the security of his/her Account.
1-10 The same person may not register more than one Account. We reserve the right to suspend or terminate any Account which we reasonably suspect of infringing this requirement.
1-11 To become a User and access services through our Site you must register for an Account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.
1-12 Each User represents, warrants, and agrees to grant access to the Account only to Users authorized to act on behalf of the User and only in accordance with this Agreement. Additionally, each User represents, warrants, and agrees to be fully responsible and liable for any action of any User who uses the Account.
1-13 Your VidOps Account (including feedback) and Username are not transferable, and any transfer or attempted transfer to another party is null and void.
1-14 You must ensure that the email address we hold for you is kept up-to-date and that you have full access to it – we will be sending you important messages there. So if you change your email address, then you must change it on your Account. Should you provide an invalid email address or an email address that belongs to someone else, VidOps may terminate your Account at any time without notice.
1-15 When a User registers an Account, the User will be asked to choose a Username and password for the Account. As a User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the Username and password you use to access this Site. VidOps will assume that any person using the Site with your Username and password is authorised to act for you.
1-16 As you view this Site, you may notice links to third-party websites. These links are for convenience only. If you use these links, you will leave this Site. Certain of these linked websites may make use of VidOps proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from VidOps. VidOps is not responsible for the availability or content of these other websites or for any viruses or other damaging elements encountered in linking to a third-party website. In addition, providing links to these websites should not be interpreted as endorsement or approval by VidOps of the organizations sponsoring such third-party websites or their products or services. These Terms do not apply to any other websites.
1-17 The following are prohibited activities, which could lead to the termination of a User account:
Sending or otherwise transmitting to or through this Site any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to this Site or computers of any kind, and any unsolicited advertising, solicitation or promotional materials;
Misrepresenting your identity or affiliation in any way;
Restricting, discouraging, or inhibiting any person from using this Site, disclosing personal information on this Site or obtained from this Site, or collecting information about users of this Site;
Reverse engineering, disassembling or decompiling any section or technology on this Site, or attempting to do any of the foregoing;
Gaining unauthorized access to this Site, other users’ accounts, names, or personally identifiable information, or other computers or Sites connected or linked to this Site;
Launching or using any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access this Site in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; Sending or otherwise transmitting to or through this Site chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, or messages marketing or advertising goods and services;
You represent and warrant that any User Content (as that term is defined below) You contribute shall not be defamatory, nor shall it violate anyone’s right of privacy or publicity, not shall it infringe any copyright, trademark, patent, or other personal or proprietary right of any person or entity; or
You further represent and warrant that you will obtain releases, consents, and permissions for use of all materials, trademarks, content, and persons depicted or included in any Content you contribute.
2. COLLABORATION AND COMMUNICATION
Project communications with us and the Creative must occur within the platform. Should a Creative contact you again for another Job please direct them back to our Platform, and vice versa. Working with VidOps means we need to communicate and collaborate together. We will never spam you. Please provide accurate means of contact information.
2-1 You may communicate with VidOps and the Creative through the Platform.
2-2 The VidOps Platform manages the project to ensure that a successful Digital Asset is created for the assigned Project Brief.
2-3 All communication between you and the Creative must go through the Platform as online message(s) posted on the Platform through the Activity Feed.
2-4 You also agree that any phone conversations between you and the Creative will be recorded in detail on the Platform in writing. A Comment on the Brief must always be the first option used to communicate with the Creative.
2-5 If, within five years of completing a Job with a Creative, you request work on a project directly without the involvement of us and/or the Platform, you hereby agree to direct them to the Platform and continue communicating with them via the Platform. You may ask VidOps to make them your ‘preferred’ Creative on our Platform. You must not work directly with the Creative.
2-6 For the avoidance of doubt, any Creative is a Creative of ours and is not a Creative of yours and there shall not be any privity of contract between any Creative and yourself.
2-7 By establishing an Account with us, you agree to communicate with us via our Platform and receive communications from us via email, phone, text message and/or push notifications. We will not send you any promotional emails unless you have agreed to this on your account settings.
2-8 You may not be able to unsubscribe from receiving essential Service-related and Account-related informational (transactional) emails from us.
3. VIDOPS PLATFORM
We are not just a video production company, but are a technology platform that connects a global community of creatives and brands to support media content creation.
3-1 VIDOPS (“we”, “our”, “us”, as the case may be) is the world’s leading cloud video creation platform (the “Platform”).
3-2 The Platform facilitates companies and/or individuals (“Customer”) in purchasing, planning, shooting, editing, and reviewing video anywhere in the world, online and mobile (collectively “Services”) by enabling them to engage and collaborate with creative professionals (“Creatives”) to produce digital assets including but not limited to video or photographic content captured at our film shoots, all graphics, animation, illustrations, concept art, including source files, storyboarding, draft and final outputs including video, static graphics or animations, any creative concepts and scripts (“Assets”) in accordance with the specifications provided by the Customer (“Project Brief”).
3-3 Subject to your compliance with these Terms, we grant you a limited, non-exclusive and non-transferable access to and use of the Platform through our mobile application(s) (the “App”) and/or our website that is available at vidops.io (the “Website”) or at any URL which we may designate as our website from time to time, to use our Services.
4. VIDOPS RELATIONSHIP WITH CUSTOMERS
In the process of executing our video projects our subcontractors will shoot a lot of raw footage that is not subsequently used. All used and unused footage remains the property of VidOps and will not be provided to clients unless agreed as part of the original contract.
4-1 Intellectual Property. When VidOps is commissioned to undertake a project for our clients we remain the first legal owner of the copyright of that work, unless agreed otherwise in writing. The final video file(s) that we provide to you are provided on a license basis. In retaining the copyright on these video outputs VidOps also retains the right to use these videos for marketing purposes. We will not infringe our client privacy policy which includes GDPR terms outlined in our privacy policy.
4-2 Should VidOps agree to license this footage for further use by a client, copyright and ownership of this footage remains with VidOps. By providing raw footage in line with the policy outlined above VidOps does not transfer ownership of said footage to the client. All footage shot by subcontractors to VidOps in the execution of video projects remains the property of VidOps.
4-3 Contract between a User and VidOps for the purchase of a Product is created as follows:
The User places a request for booking for a Product on the Site by submitting a request to VidOps.
VidOps will review your booking request and be in touch to confirm its acceptance.
Once your booking request is accepted you have agreed to purchase the Product(s) you have selected.
If you are an existing VidOps User, all the relevant information about your order will be saved in your VidOps account www.vidops.io/ and also sent to you by email and any invoices will be added to your account.
If you are not an existing VidOps User, we will automatically create a VidOps account for you. All the relevant information about your order will be saved in your VidOps account www.vidops.io/ and also sent to you by email and any invoices will be added to your account.
All your information will be securely stored and handled in accordance with the recent privacy legislation (GDPR and Privacy Shield Frameworks).
4-4 Note that VidOps may reject an order in certain circumstances, namely:
Your order breaching the requirements of these Terms;
The Product you order being unavailable;
Our inability to obtain authorisation for your payment; or
A relevant pricing or Product description error being identified.
5. YOUR RESPONSIBILITIES
5-1 Your instructions. You shall provide us with full and timely instructions and all relevant equipment, access to premises owned or controlled by you or your representatives, and Your Content as necessary to enable us to perform our services. We are not responsible for any delays to the completion of the Project which arose due to your failure to comply with this clause.
5-2 Your Content. You are responsible for securing all necessary ownership, use and licence rights for Your Content (e.g. graphics, logos etc) to be uploaded and made available on our Platform and to be incorporated in the Work Product. You represent and warrant that:
You are either the sole and exclusive owner of Your Content that you make available on or through the Platform or you have all rights, licences, consents and releases necessary to grant us the rights in Your Content as set out under these Terms;
None of Your Content or our use of Your Content as set out under these Terms will infringe or violate any third party’s rights, including copyright, trademark, patent, trade secret, moral rights, rights of publicity or privacy, or result in the violation of any applicable law; and
All content, views, and opinions expressed in Your Content and the Work Product are solely your own and comply with all relevant advertising standards and guidelines.
5-3 Insurance. If the performance of the Service requires access to premises owned or controlled by you, you shall maintain a comprehensive general liability insurance against injury to persons and damage to property in relation to such access.
5-4 You shall not contact our Creatives to perform services for you outside of the Projects. Where we provide communication functions with the Creators including the Platform messaging function, or replying to Platform email messages, you are required to use only such functions to communicate with the Creatives.
5-5 Anti-Bribery. You shall not directly or indirectly offer, give, authorize, solicit, or accept the giving of money or anything of value or grant any advantage or gift to any person or entity (including government officials), for the purpose of corruptly influencing such person in their official capacity, or for the purpose of rewarding or inducing the improper performance of a relevant function or activity by any person in order to gain any advantage in the conduct of business with us. You shall comply with all anti-bribery laws.
6. CHANGES
You may request changes to your Project. The following charges shall apply for the following changes:
Change
Charges
Add-ons and Upgrades
Adding a Creator to an existing Project Charges at applicable Job, resource rate
Adding an additional resource
Upgrade of Service Level Quality
Upgrade of Project or Job size or scope
Changes to Project Brief
Project Brief has been agreed by you and us, and a Due Date has been set for the Project Complete or significant changes to the Project Brief Re-quote for Project based on new Project Brief
Minor changes to the Project Brief Charges at applicable normal rate plus rescheduling fees
Changes to the Project Brief after all work has been completed Charges at applicable normal rate for additional resources to support changes
Project Due Date being brought forward Additional rush fee charges to all line items may apply. May result in change of Creative Team.
Changes to Video Requirements
Changes to Project’s video deliverables which do not affect the duration or length of such deliverables Additional charge where changes are different to original scope/brief of video.
Changes to Project’s video deliverables which extend the duration or length of such deliverables Charges at applicable normal rate for additional resources to support changes
Additional video edits from existing footage Charges at applicable normal rate for additional resources to support video edits
Your requests to final review edit requires Editor Creative to perform more than 2 edits Charges at applicable normal rate for review edits, unless such alterations were required due to non-conformance with specifications in agreed Project Brief
Changes to Shoot
Change of scheduled time of the shoot session more than 3 working days before the shoot No charge. May result in the change of Creative team.
Change of scheduled time of the shoot less than 3 working days before the shoot Charges apply. May result in change of the Creative team.
Change of shoot session location Additional charges may apply. May result in the change of Creative team.
Over time resulting from your delays or additional requests which were not mutually agreed during planning Additional charges for each hour of overtime
7. RESTRICTIONS
You agree not to use our content in any way inconsistent with these terms, nor use our Platform for any negative purposes.
7-1 You agree that our Platform, Website, App, graphics, trademarks, and editorial content, contain proprietary content, information and material, are owned by us and/or our licensors, including our customers, brands and agencies, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform, Website, App, etc. or in any manner that is inconsistent with the terms of these Terms.
7-2 You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Platform, Website, App, etc. in any manner, and you shall not exploit our Platform, Website, App, etc. in any unauthorized way whatsoever, including but not limited to, using our Platform, Website, App, etc. to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use our Platform, Website, App, etc. in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Platform, Website, App, etc.
8. TERMINATION
The Work Contract can be terminated if you violate the Agreement, or the terms set forth in this document.
8-1 We hold the right to reject any project bookings if we are unable to meet the requirements of the project or for any other reason. If your order is rejected, we will contact you to confirm this.
8-2 Should you need to cancel or reschedule we require this request in writing via email or on VidOps’ Platform.
We offer free cancellation and a full refund until 3 working days before your session start time. If a booking is cancelled within 3 working days of your session start time your booking is non-refundable.
We offer rescheduling for free time and date only until 3 working days before your session start time. If a booking time and date is rescheduled within 3 working days of your session start time additional charges may apply.
If a session is rescheduled as above and then cancelled we will use the original first session start time to determine whether you are due a refund.
9. PAYMENT
Invoices. We shall invoice you for the Services and Products. You shall pay us all sums on each invoice within the Payment Period set out on the invoice. You may not impose any additional requirements, such as the execution of any other documents, as a condition to your payment.
9-1 When you place an order for a Product, you will need to supply us with details of a payment method, such as a credit or debit card, (your “Payment Method”) and other personal details so that we may process the order for you.
9-3 In the event that you supply or attempt to use an invalid Payment Method, or a Payment Method which has lapsed, an order made using that Payment Method will fail.
9-4 If we suspect that your Payment Method belongs to someone else or is one which you are not entitled to use, we reserve the right to suspend or terminate your Account at any time.
9-5 Authorised Payments are Final. Your use of the Payment Service constitutes your agreement to pay for any amounts that you authorize us to charge against your Account and, as appropriate, your credit card, bank account, or PayPal. Such payments, once authorized, are final.
9-6 Erroneous or Duplicate Transactions; Chargebacks. VidOps reserves the right to seek reimbursement from you, and you will reimburse VidOps, if VidOps discovers erroneous or duplicate transactions, or VidOps receives a chargeback from any User’s credit card company, bank, or PayPal for any reason. You agree that VidOps has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is a cause for termination of your Account.
9-7 Currency. The Payment Service operates in Pound Sterling and therefore VidOps is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than Pound Sterling, nor is VidOps responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account. Payments made to VidOps in currency other than Pound Sterling may take up to eight weeks to process, depending on relationships among the banking and payment systems between the two countries. Consequently, balance adjustments may be delayed.
9-8 Agreement to Pay. If, for any reason, VidOps does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other VidOps services, you agree to pay such amount immediately upon demand by VidOps.
9-9 Your billing information. You are responsible for maintaining the accuracy of your billing information on your Account. Payment dates will not be amended for any re-issued invoices.
9-10 Sales and Withholding Taxes. All our services and products are exclusive of taxes, which we shall charge as applicable. You shall pay any taxes applicable to your use of our Services. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you shall provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
9-11 Credit cards. If you are paying by credit card, you authorize us to charge your credit card for the Service Fees. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
9-12 Bank transfers. If you are paying by bank transfer, you shall pay us the full Service Fees exclusive of any transfer charges, which shall be borne by you.
9-14 Credits. Credits are not exchangeable for cash and they cannot be re-sold.
9-15 Late payment. If we do not receive your payment in time, we reserve the right to:
A) Immediately suspend all Services, including your access to and download of the Work Products; and
B) Instruct a debt collection agency and/or law firm and commence legal proceedings against you to recover all outstanding sums due to us. You shall indemnify us for all costs, expenses, and fees incurred by us for such recovery.
9-16 Refunds. Please note that all refunds are subject to VidOps approval. We reserve the right to change or modify this policy at any time. If you believe you are eligible for a refund please submit this request to us in writing.
10. FORCE MAJEURE
We are not responsible for things beyond our control.
10-1 In the event that any party delays or is prevented from performing its obligations hereunder due to earthquake, typhoon, flood, tidal wave, lightning, fire, plague, other epidemics, falling objects, war, hostilities, acts of terrorism, insurrection, strikes, riots, industrial dispute or any other events the occurrence and consequences of which a party is unable to prevent or avoid, this shall not constitute a breach of contract; provided that such party shall, after it is aware of its being affected by such an event, immediately notify the other party of such an event and the reasonable remedial measures that it has adopted or will adopt. The parties shall, in accordance with the extent to which the performance of this Agreement is affected by such an event, consult with each other and decide on whether or not to terminate or vary this Agreement. The provisions of this Clause do not apply to any obligations imposed with respect to the payment of monies under this Agreement.
11. FINAL NOTE
Please read these terms carefully to ensure that you understand as they contain important information regarding your legal rights, remedies and obligations.
By accepting these terms, either by checking a box indicating your acceptance of a project, establishing an account, using our services, and/or navigating our website, you agree that:
(A) You have read and understood the terms and their implication;
(B) represent that You are at least 18 years old;
(C) You can enter into a legally binding contract with VidOps; and
(D) You accept the terms and agree that you are legally bound by its terms as well as the terms of an underlying video project brief which is expressly incorporated and referenced herein. If You are entering into these terms on behalf of a company or other legal entity, You represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if you do not agree with these terms and conditions, you must not accept these terms and may not use the services.
(E) Subject to the conditions set forth herein, VidOps may, in its sole discretion, amend this Agreement and the other Terms at any time by posting a revised version on the Site and ask account holders to agree via email if you are registered with us.
If you are unsure as to the terms set herein, please do not proceed further and contact us for support.
Creatives agreement
OUTLINE
INTERPRETATION
1. REGISTRATION AND VETTING
2. OFFER AND ACCEPTANCE OF PROJECTS
3. VIDOPS PLATFORM
4. PROJECT MANAGEMENT AND DELIVERY
5. ADDITIONAL AGREEMENTS FOR SERVICES
6. CUSTOMER CONTENT AND ASSETS
8. TERMINATION
10. PAYMENT
11. FORCE MAJEURE
12. FINAL NOTE
OUTLINE
This VidOps Creatives Agreement (“Agreement”) is made between VidOps and the individual or entity providing photography, videography, production, post production, editing, processing or other services (“You” the Creative; “VidOps” and “You” may each be referred to). VidOps grants You the privilege of participating within its Vendor Network and working with VidOps’ Customers on pursuant to the terms of this Agreement.
In accepting projects, providing services, and/or submitting work hereunder, You expressly acknowledge and agree to be bound by the terms and conditions of this agreement. You acknowledge that You are accepting the terms of this agreement electronically, which has the same force and effect as an agreement signed in writing. You expressly agree and accept any amendments or modifications to this agreement if You continue accepting projects, providing services and/or submitting work hereunder after being notified of any such amendments or modifications by any means described in this agreement. You expressly agree to maintain confidentiality as set forth in this agreement with respect to both VidOps and VidOps’ customers in this legally binding contract.
Ensure you read and understand The Agreement each time you accept a new project as you are bound to the terms outlined in The Agreement, The Policy and the completion of the Project Brief.
INTERPRETATION
The definitions and rules of interpretation in this clause apply in The Policy and The Agreement.
The Agreement | The legally binding contract per project accepted between You (the Creative freelancer) and VidOps, which is subject to these terms and may be updated from time to time;
The Creative Policy | The legally binding contract between You and VidOps which you agree to when signing up, which is subject to these terms and may be updated from time to time;
Project Brief | The job and description of a job or job(s) which created a work package between You, VidOps and the Customer and any other Creative(s);
The Customer | A Customer of VidOps who pays VidOps directly for production services;
1. REGISTRATION AND VETTING
You are a freelance, independent contractor and not our employee. You are free to explore other employment opportunities provided that your obligations to us and your employer do not conflict.
1-1 For the avoidance of doubt, you will not be construed as an employee of us for any purpose whatsoever, but you are performing your services purely as an independent service provider.
1-2 Further, you and us shall not be construed as being joint venturers, shareholders, employer/employee, agent/servant.
1-3 You have no power or authority to bind us to any obligation, agreement, debt or liability.
1-4 Upon an extension of an offer to contract for a Project Brief, You agree to deliver the Services in accordance with the following agreements (1) Project Brief; (2) This Agreement and (3) the Terms & Conditions on the VidOps Website.
1-5 You may be required to submit certain information relating to Your skills, competencies, and previous work. You represent and warrant that all information provided to VidOps shall be true and accurate. VidOps will review Your information and, in its sole discretion, determine whether to include You within its network of creatives. If You are included in the network, You shall become familiar with the VidOps platform, process and guidelines for the performance of Projects and interaction with VidOps and VidOps’ customers (each ''Customer’’).
2. OFFER AND ACCEPTANCE OF PROJECTS
2-1 VidOps may offer one or more Project Brief (each may be more than one a “Project” or “Job” and each time You accept is a new “Work Contract” under this Agreement) to You. Each offered Project requires certain photography, videography, production, post production, processing or other services. For each such Project, VidOps shall identify a scope of work, timeframe and/or budget for Your successful completion of the Project.
2-2 You agree to accept only those Projects that You: (a) have the required experience and expertise to perform; and (b) can complete and deliver within the specified timeframes and budget. If You accept a Project but later determine that You cannot complete the Project within the specified timeframe and/or budget, You shall immediately and directly inform VidOps and shall forfeit any claim for compensation if this falls within 48 hours of the first session of the Project.
2-3 You agree to fulfil any/all projects you subsequently accept to the best of your ability. All services You perform and all materials or other deliverables You produce for each Project, including any raw footage, will be deemed as “Assets” You may be matched to a project based on the competencies outlined during the vetting process and you agree to fulfil any/all projects you subsequently accept to the best of your ability if these skills are included on your VidOps portfolio.
3. VIDOPS PLATFORM
3-1 You shall be given access to VidOps platform and any supporting application(s) to use in the planning and management of the Project, maintenance of Your profile, submission and request of feedback, and financial processing (the “Platforms”).
3-2 You shall keep strictly confidential any usernames and passwords for access to the Platforms (or any portion thereof), shall not allow any other person to access or use the Platforms utilising Your username or password, and shall access or use the Platforms solely for the purposes detailed under the Agreement. If the security of Your username(s) or password(s) is compromised in any way, or if You suspect that it may be, You shall immediately contact VidOps. Title, ownership rights, and intellectual property rights in the Platforms shall remain in VidOps, its licensors and/or other providers.
4. PROJECT MANAGEMENT AND DELIVERY
4-1 For each Project, You agree to:
Complete the Project as defined by Customer and VidOps in a professional manner and in accordance with all schedule and/or budget considerations;
(B) Provide responses to all VidOps and/or Customer communications promptly and within a timely manner. You agree that no communication will be left unanswered for more than 6 hours;
(C) Use the Platform to manage the Project;
(D) Upload all Invoices to the VidOps Workspaces for financial processing;
(E) In accordance with Section 9 and pursuant to VidOps or Customer’s direction, return or destroy all Customer materials and final works upon demand, termination of the Agreement, or within ninety (90) days after uploading the required files to VidOps, whichever occurs first in time;
(F) Immediately report any changes in scope, mistakes, accidents, mishaps, disagreements with Customers, or any other occurrence that falls outside the normal course of business of a Project.
4-2 You agree to deliver all Assets within the stated time on the Project Brief or the Work Contract. Delivery of Digital Assets must be made by uploading through the VidOps Platform. Third party transfers may be requested in time sensitive situations, but all assets must be delivered through the platform to fulfil the terms of the contract specified in the Project Brief. Delivery is complete when Digital Assets are uploaded to the Platform or as described in the Video Project and the Assets have been approved by VidOps. The specifications of the Assets should be within the limits set forth in the Project Brief. If these Assets are not approved and are not up to VidOps quality controls You agree to be subject to the terms set out in 8-2.
4-3 No drugs or alcohol during contracted hours or within 5 hours pre-shoot. No harassment. No bribes. No stealing customers. No discussing payment terms with customers or outside the platform. Dress acceptably, and be clean.
4-4 We are committed to fostering an environment that is respectful and free from harassment and discrimination against any stakeholder, including creators, brands, employees, and Customers. We do not tolerate harassment of or discrimination against any of our employee(s), Customers, or third-party service provider(s). Your conduct impacts our reputation and is a reflection of our brand.
4-5 Accordingly, you agree to follow and ensure that all of your personnel (i.e., those who work for you either as employees or subcontractors) will follow a professional level of conduct, including but not limited to:
completing each Work Contract and its requirements with integrity and the highest standards of professional conduct;
treating and communicating with our Customers, their employees, and our employees, with respect, courtesy, and professionalism;
refraining from performing any Project and/or communicating with our Customer(s) and employees while under the influence of mind-altering substances including but not limited to drugs or alcohol;
refraining from requesting or accepting anything of value from our Customers, or third-party service providers;
refraining from directly or indirectly soliciting any of our Customers for the purpose of securing additional work to the detriment of our business relationship with our Customers;
refraining from discussing the terms of the project for which you have been hired, including terms of compensation, with anyone other than us;
maintaining a clean and professional personal appearance when working on a project.
4-6 If you are not able to comply with our Code of Professional Conduct, please notify us. You agree that your violation of this Code of Professional Conduct is a material breach of these terms, which entitles us to terminate these terms immediately without further reference to you.
5. ADDITIONAL AGREEMENTS FOR SERVICES
5-1 In connection with providing certain services to the Customer as an independent contractor, You may be asked to enter into a unique Services Agreement (e.g., Statement of Work, Master Services Agreement and/or Marketplace Services Agreement) with us and or the Customer. If You enter into a Services Agreement, then the terms and conditions of any such Services Agreement will apply to You in addition to these Terms of Use. To the extent that there is a conflict between these Terms of Use and any Services Agreement, the Services Agreement will govern.
5-2 Don’t speak ill of us. Take it up with us directly so we can address the issues. You shall not, at any time during the Term and thereafter without limit in time, disparage us or any of our officers, directors or employees or otherwise take any action that reasonably be expected to adversely affect our reputation. For purposes of these Terms, “disparage” shall mean any negative statement, whether written or oral, about us or any of our partners, Customers, Creatives or employees.
5-3 Working with VidOps means we need to communicate and collaborate together. We will never spam you. Please provide accurate means of contact information. By establishing an Account with us, you agree to communicate with us via our Platform and receive communications from us via email, phone, text message and/or push notifications. We will not send you any promotional emails if you opt out of this in your Account Marketing Preferences. You may not be able to unsubscribe from receiving essential Service-related and Account-related informational (transactional) emails from us.
5-4 You acknowledge that we or our Customer may provide Confidential Information to you in connection with your use of the Services or participation in a Video Project Brief including, but not limited to our Platform, App, identity of our Customers, including any of our Customer’s, names, phone numbers, addresses, e-mail addresses, campaign, Video Project Brief, history, preferences, pricing information and other information regarding a Customer’s products, services, or initiatives, or other topics of the Project Brief and all other information which we consider to be confidential and proprietary or any special treatment that you may receive (which we reserve the right to provide in its sole discretion to any creator)
5-5 You agree and undertake to:
not use the Confidential Information for any purpose other than for the purposes of the Job and/or Work Contract;
not disclose to any party, whether a person, a firm or a corporation, any or all of the Confidential Information, without our prior written consent;
take all steps to prevent any reproduction, duplication and/or copying of the Confidential Information by any person;
take all steps to ensure that documents and items of work-in-progress (if any) that embody the Confidential Information are kept in a secured storage area;
surrender and return all or any of the Confidential Information and any notes, memoranda or the like including any copies thereof to us on our written demand or on the expiry or termination of the Work Contract;
acknowledge that the Confidential Information and all rights therein are and shall remain the sole and exclusive property of us and/or the Customer; and
not make or publish any news releases or make any announcements or denial or confirmation in any medium concerning this Agreement or any part of the Services, in any manner, advertise or publish the same in the medium, without our prior written consent.
5-6 You agree to organise your Professional Liability Insurance for all Job(s) and Work Contracts and understand (as You are not an employee of VidOps) You are not covered by our Employees Liability Insurance.
6. CUSTOMER CONTENT AND ASSETS
6-1 Customer may provide You with content, including raw footage, trademarks and service marks, for inclusion within the Work (the “Customer Content”). You shall have a non-exclusive, sub-licensable, royalty-free, limited license to use the Customer Content solely in connection with Your performance of Your obligations pursuant to this Agreement. Customer shall retain exclusive ownership and all right, title and interest in and to all Customer Content provided to You hereunder. Except in the creation of the Project, You shall have no right to use any Customer trade name, trademark or service mark without the express written permission from VidOps.
6-2 You will not share or publish online any content created for VidOps or our Customers, without written permission from VidOps. All Digital Assets that you provide should be original and/or belong to you, and should be delivered to us where it is created for the Project Brief.
6-3 You represent that you are the author and the owner of the Assets that you create pursuant to the Project Brief and Job(s).
6-4 You warrant that the Assets and all the intellectual property comprising the Assets do not infringe the intellectual property rights or any other rights of a third party.
6-5 You agree to assign all the rights to the Assets that you create pursuant to the Project Brief and Job to us and agree that we will be the sole beneficial owner of the entire right, title and interest in and to all and any intellectual property rights conceived, originated, or made by you in the course of Job. You undertake to waive all rights to any of these intellectual property rights inclusive of all moral rights and like rights that may be recognised in any part of the world to the fullest extent permissible under law. You further agree not to challenge our ownership, rights, title or interest in the Assets and its right to register the copyright and any other intellectual property rights, and use or license the Assets at its sole discretion.
6-6 You agree to execute any and all relevant instrument(s) as may be necessary to effectuate such a transfer so that we may register such intellectual property rights with any relevant authority, where applicable.
6-7 You acknowledge that you do not hold any intellectual property interest in the Digital Assets, including any changes, derivations, or substantially similar artwork or designs related to the Digital Assets.
6-8 You acknowledge that you will not publish, share, distribute or post online any content you provide to us pursuant to the Video Project Brief and Job. If you wish to use Digital Assets for a limited promotional purpose, you may do so only by obtaining our prior written consent by contacting VidOps directly through the Platform, or contacting the Creatives team through Chat Support.
6-9 Ownership of Job and Intellectual Property: Creative agrees that each Submission is a work made for hire. Upon Creative’s Submission of a Job, any Intellectual Property Rights in the Submission will be the sole and exclusive property of VidOps, and VidOps will be deemed to be the author thereof. If Creative has any rights to such Intellectual Property Rights that are not owned by VidOps upon Contractor’s Submission, Creative hereby automatically irrevocably assigns to VidOps all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth below, Creative retains no rights to use such Intellectual Property Rights and agrees not to challenge the validity of VidOps ownership in such Intellectual Property Rights. Creative hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Submission.
6-10 When VidOps is commissioned to undertake a project for our customers we remain the first legal owner of the copyright of that work. In retaining the copyright on these outputs VidOps also retains the right to use these assets for marketing purposes.
6-11 In the process of executing our projects we will shoot a lot of raw footage that is not subsequently used. All used and unused footage remains the property of VidOps. All footage shot by Creatives for VidOps in the execution of VidOps projects remains the property of VidOps.
6-12 VidOps shall own all right, title and interest in and to the Work, including the right to copyright such Work (or any portion thereof) and the perpetual and exclusive right to exploit, and allow others to exploit, the Work in any and all media and for any and all uses, and to retain all revenue derived therefrom and to assign such rights. You waive any “moral rights” claims You may have with respect thereto. To the extent that title to any Work may not, by operation of law, vest in VidOps, You hereby irrevocably assign to VidOps all right, title and interest in and to any Work, including the right to copyright such Work (or any portion thereof).
6-13 You agree to give VidOps and any person designated by VidOps such reasonable assistance, at VidOp’s request, as is required to perfect, secure and protect the VidOps intellectual property and other rights set forth in this Section. Unless otherwise requested by VidOps [or Customer], upon the completion of the services to be performed for each Project, You shall immediately turn over to VidOps [or Customer] all Work. Nothing in this Agreement shall convey to You any right, license, title, interest in or to the Work including showcasing samples of the Work on third party or Your websites. If You would like to showcase a sample of the Work You created, You must contact VidOps for the Customer’s express written approval to do so.
8. TERMINATION
8-1 The Work Contract can be terminated if you violate the Agreement, or the terms set forth in this document. If the Customer breaches/terminates the Agreement, you will be compensated accordingly in accordance with VidOps discretion.
8-2 We reserve the right to terminate any Work Contract for the any of the following reasons:
You fail to meet the conditions and expectations outlined in their Work Contract or Video Project Brief.
Customer terminates the Project Brief resulting in termination of the Work Contract
You fail to adhere to our Creator Terms and Conditions
You engage in any physical or psychological abuse, or threatens, assaults, or harasses another person (whether sexually, racially or otherwise) during the performance of the Work Contract.
You undertake any other conduct, either during the performance of Job or otherwise, that in our opinion could damage our reputation and/or relationships.
If your Work Contract is terminated due to your not meeting the conditions and expectations of the Work Contract or Project Brief or failing to adhere to this Agreement, we reserve the right to withhold some of or all the payment of the Work Contract.
8-3 If Customer terminates the Project Brief resulting in termination of the Work Contract, we shall:
notify you as soon as reasonably possible of the termination
pay for any Jobs and Work Contracts or Job(s) already completed. However, please note that if Job or Brief is cancelled by our Customer within seventy-two (72) hours before the start of the Job or Video as defined by the Brief, only then you will be paid in full or a percentage of the cost as determined by VidOps. However, if Job or Brief is cancelled by our Customer before the above-mentioned time period, you agree that we will have discretion on the amount due to you.
partial completion of a Job will result in a reasonable partial payment determined by us in our sole discretion using the following criteria:
How much work has been completed on the Job;
The quality of the work;
The speed at which the work was delivered.
Upon termination of the Work Contract or upon our request at any other time, you will deliver to us all of the Digital Assets together with all copies thereof, and any other material containing or disclosing any Digital Assets, Third Party Information, or Confidential Information.
8-4 Upon request, and at the end of the Work Contract and/or termination of the Work Contract, you will promptly deliver to us all property or material belonging to or concerning us which is in your possession or control. This includes any keys or access cards, and any hard-copy, audio or electronic documents that relate to us or contain confidential information or intellectual property.
8-5 If you wish to terminate an upcoming work contract within 48 hours of the first session or fail to arrive to the session or are more than 30 minutes late – you agree to face a penalty charge based on a percentage of the overall project cost on the discretion of VidOps and may be suspended from working with us again.
10. PAYMENT
You agree that it is your responsibility to provide us with the correct information to be paid in a timely manner. You are responsible to report and pay for all applicable taxes.
10-1 Subject to your compliance with the Terms and the Project Brief, and upon delivery of the Digital Assets, you shall be compensated in the currency stipulated in the relevant Work Contract and upon the payment terms set out in the relevant Work Contract (“Payment”). Unless stated otherwise in the Work Contract, Payment shall be issued only upon delivery and approval of the Digital Assets. This will take approximately (2) to (10) working days – though we always aim for the former.
10-2 To facilitate Payment, you will be required to provide us with sufficient information to allow us to transfer funds to you. In order to receive payment from VidOps, you must upload a copy of your invoice and any accompanying expenses if agreed in writing (travel, parking, rental) to the Platform upon completion of the Project Brief.
10-3 You agree to provide accurate information for facilitating Payment and if we are unable to facilitate the Payment because of inaccurate information provided by you, we will inform you through reasonable means and you will have 15 days to furnish accurate information to us for facilitating Payment.
10-4 You agree to promptly return any payment to us, if the amount remitted to you is more than Payment due. You also agree to contact us on the Platform to inform us about the same.
10-5 You agree that You are responsible for all fees, such as equipment rentals, photographer fees, model fees, location fees, government fees, intellectual property clearances and consent etc. that may be incurred in connection with the Video Project Brief unless mentioned otherwise.
10-6 You further agree that you will report to all applicable government agencies as income all payments received by you pursuant to these Terms. This means you will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency for any payments received by you. You are not entitled to any benefits paid or made available by us to our employees, including, without limitation, any holiday or illness payments, or to participate in any plans, arrangements or distributions made by us pertaining to any bonus, stock option, profit sharing, insurance or similar benefits.
10-7 You shall be responsible for all your own personal insurance and any insurance necessary for the performance of your services, including your equipment and personnel.
10-8 If applicable, GST/VAT is automatically added to your payment provided that GST/VAT registration number has been added to your account. By not including a GST/VAT number in your Account Invoice, you forfeit all GST/VAT payments until your Account Invoice includes your GST/VAT number. We do not take any responsibility for any tax obligations other than GST/VAT.
10-9 Expenses. You shall only be entitled to reimbursement of those categories of expenses, if any, set forth for the applicable Project. Such expenses shall be limited to reasonable out-of-pocket expenses necessarily and actually incurred by You in the performance of the services hereunder, provided that: (i) VidOps has given its prior written consent for any such expenses, including travel expenses; (ii) the expenses have been detailed on a form acceptable to VidOps and submitted to the appropriate VidOps Project Manager for review and approval; and (iii) You shall submit supporting documentation and receipts in addition to the approved expense form.
11. FORCE MAJEURE
11-1 You agree that we are not responsible for things beyond our control
11-2 In the event that any party delays or is prevented from performing its obligations hereunder due to earthquake, typhoon, flood, tidal wave, lightning, fire, plague, other epidemics, falling objects, war, hostilities, acts of terrorism, insurrection, strikes, riots, industrial dispute or any other events the occurrence and consequences of which a party is unable to prevent or avoid, this shall not constitute a breach of contract; provided that such party shall, after it is aware of its being affected by such an event, immediately notify the other party of such an event and the reasonable remedial measures that it has adopted or will adopt. The parties shall, in accordance with the extent to which the performance of this Agreement is affected by such an event, consult with each other and decide on whether or not to terminate or vary this Agreement. The provisions of this Clause do not apply to any obligations imposed with respect to the payment of monies under this Agreement.
12. FINAL NOTE
Please read these terms carefully to ensure that you understand as they contain important information regarding your legal rights, remedies and obligations.
By accepting these terms, either by checking a box indicating your acceptance of a project, establishing an account, using our services, and/or navigating our website, you agree that:
(A) You have read and understood the terms and their implication;
(B) represent that You are at least 18 years old;
(C) You can enter into a legally binding contract with VidOps; and
(D) You accept the terms and agree that you are legally bound by its terms as well as the terms of an underlying video project brief which is expressly incorporated and referenced herein. If You are entering into these terms on behalf of a company or other legal entity, You represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if you do not agree with these terms and conditions, you must not accept these terms and may not use the services.
(E) Subject to the conditions set forth herein, VidOps may, in its sole discretion, amend this Agreement and the other Terms at any time by posting a revised version on the Site and ask account holders to agree via email if you are registered with us.
If you are unsure as to the terms set herein, please do not proceed further and contact us for support.