Terms of Service

These Pambly Terms of Service (these “Terms”) are by and between Pambly, LLC (“Company”, “We” or “Us”), a Georgia limited liability company, and the customer (“Customer”, “You” or “Your”) identified in the applicable order form, statement of work, or other document affirming a mutual agreement (each, an “Order”), pursuant to which Company, and its employees, agents, or contractors, will provide the Deliverables and the Services (each as defined in Section 2 below). These Terms, along with the applicable Order (together, this “Agreement”), will constitute the full and complete agreement between Company and Customer.  Company and Customer may be referred to individually as “Party” and collectively as the “Parties” for purposes of this Agreement.

  1. Order for Services. You agree that your order is an offer to buy, under these Terms, all Services and Deliverables listed in your Order. We will not be obligated to sell the Services or Deliverables to you unless and until we provide you with a written confirmation (which may be a copy of the Order signed by us, an email confirmation, or by other means), which we may withhold in our sole discretion. Company agrees to provide its Services for Customer in accordance with the Order and subject to the terms of this Agreement.  The Parties may modify any order prior to completion by mutual written consent, and Customer will be responsible for any increase in the pricing resulting from any such approved modification.  
  2. Services and Deliverables. Each Order will include a description of (a) the videography and related services to be provided by Company pursuant to such Order (collectively, the “Services”), which services may include filming, directing, lighting, final film edits, scripts, interviews, video hosting and/or other agreed upon services, and (b) all video, graphic, photo, audio or other creative product to be delivered by Company pursuant to such Order (collectively, “Deliverables”). As used in this Agreement, the Services and Deliverables related to any Order are sometimes referenced, together, as a “Project”). 
  3. Payment and Fees and Expenses.  Unless otherwise specified in any applicable Order, Customer agrees to pay to Company the fees and expenses for each Project in accordance with the following terms: 
    1. The final, confirmed Order will list the fees to be paid by Customer to Company with respect to the Project. The fees may vary based on the type and length of the Project, as well as the time required for pre-production, production, and post-production work. Any Order modification may cause Company to incur additional costs which may be charged to Customer, provided that Customer has approved such charges in connection with the Order modification. 
    2. Unless otherwise stated in the applicable Order, fees will be payable as follows: (1) 50% upon Customer’s receipt of the Order confirmation from the Company, (2) 25% upon completion of production, and (3) the remaining 25% within 10 days after Company’s delivery of the Deliverables. Late payments may be subject to a late fee in accordance with applicable law. 
    3. All expenses related to the Project, such as travel, mileage, hotels, subsistence, messenger services, postage, media duplications, creation of audio and video streaming files, and similar items will be invoiced to the client on the final invoice for the Project. 
    4. Customer will be responsible for the payment of all taxes, surcharges, or other amounts assessed by state or federal governments (collectively, “Taxes”).  Company’s invoices to Customer will include any such Taxes.
  4. Ownership of Deliverables.  Upon Company’s receipt of full payment, Company hereby assigns to Client all of Company’s right, title and interest in and to the Deliverables (excluding any pre-existing materials or third-party materials embodied therein). Company retains the right to use the Deliverables and excerpts therefrom solely for its internal portfolio and promotional purposes. Raw audio/video capture and other creative work of Company that is not included in the Deliverables will remain the exclusive property of Company.  
  5. Delivery and Acceptance of the Project. Unless otherwise specified in any Order, with respect to Deliverables consisting of final video product, Company will upload the finished video either to the Pambly website or to a third-party online video platform, and Company will provide Customer with a hyperlink through which Customer may access, download and/or share the video product. Customer may review the Deliverables for three (3) days after receipt thereof and provide written notice to Company of any deficiencies in the Deliverables from what was described in the applicable Order; provided, that if Company receives no such written notice of deficiency within such period, Customer will be deemed to have accepted the Deliverables. In the event Customer provides timely notice of any deficiencies, the Parties will cooperate in good faith to resolves such deficiencies; provided, that Company will be responsible only for any failure of the Deliverable to comply with the specifications described in the Order, and Company will not be required to address any complaints related to the creative, aesthetic, or other subjective elements of the Deliverables. 
  6. Customer Responsibilities.  Customer acknowledges and agrees to the following: 
    1. Though Company may assist, Customer is ultimately responsible for obtaining all necessary permissions, third-party releases, clearances, licenses, and releases required for the use of any copyrighted materials, intellectual property, trademarks, branding, sound recordings, images, or other proprietary materials in connection with the Project. Customer will fully indemnify and hold Company harmless from any third-party action arising from Customer’s failure to obtain any of the foregoing. 
    2. Customer will be responsible for ensuring that our production crew and supporting personnel have clear access to all relevant locations and contributors required for the Project. Company will not be responsible for delays in production or increased costs resulting from inadequate access or facilities, including but not limited to environments that are not conducive to video and sound capture.
    3. Company takes health and safety matters seriously and we reserve the right in all instances to remove any of our personnel and/or equipment from a location and/or terminate any Order if we deem it to be unsafe or if our crew are subjected to abusive or aggressive behavior. Company will not be responsible for any delays or costs incurred or subsequently arising as a result of any such circumstances. Company will observe the site safety rules at the applicable location and will cooperate with the appropriate contact provided by the Customer.
    4. Customer is responsible for ensuring the Project does not require Company to capture unsuitable material.  Company reserves the right to refuse to use or publish any performance, content or other material it considers obscene or morally unsuitable or which would breach copyrights, or which is libelous, defamatory or illegal. Should Company encounter such unsuitable material it will notify Customer as to which material was deemed unsuitable. If Customer can show good reason to use the “unsuitable” material, its inclusion may be considered in the Company’s sole discretion. 
  7. Term and Termination. This Agreement will commence upon the Company’s confirmation of any Order and remain in effect until the completion or earlier termination of all outstanding Orders; provided, that Sections 4, 9, 10, 11, 12, and 13 will survive any termination. For purposes of termination, an Order will be deemed “completed” upon acceptance of the applicable Deliverables pursuant to Section 5. Either Party may terminate an Order if the other Party first breaches any material term of this Agreement and such breach is not cured within ten (10) days of the other Party receiving written notice of the breach; provided that if the breach is of a nature that is not curable, then the non-breaching party may terminate immediately upon written notice.  Upon any termination for breach, the Company may invoice Customer for any Services or Deliverables provided through the date of termination to the extent it has not received the applicable portion of the fees for such Services or Deliverables, and Customer agrees to promptly pay any such fees notwithstanding any payment schedule hereunder or in the applicable Order. 
  8. Company’s Representation and Warranties. Company represents and warrants that (a) the Company has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable federal, state, and local laws, ordinances and regulations; (b) it will perform the Services using reasonable care and skill for a producer in their field and (c) the portion of any Deliverables consisting of work product created by the Company will not infringe on or violate the intellectual property rights of any third party (subject to Customer’s obligations to procure any third-party licenses or approvals pursuant to Section 6 above). 
  9. Customer’s Representation and Warranties. Customer hereby represents and warrants that: (a) Customer is at least 18 years of age and has the right and ability to enter into this Agreement; (b) the creation and delivery of the Project, and the use by Company (or its successors, licensees, assignees, designees, or affiliates) of the Project and rights granted hereunder, do not and will not, to the best of Customer's knowledge after exercising reasonable diligence, defame or violate any right (including, without limitation, copyright, trademark, trade secret, or privacy or publicity rights) of, and do not and will not conflict with or violate any contract or agreement with or commitment made to, any person or entity; (c) no material supplied or to be supplied by Customer hereunder is subject to litigation or, to the best of Customer's knowledge after exercising reasonable diligence, any claim; (d) Customer has, or prior to Project completion will have, received all necessary consents for any person or location to be featured in the video.
  10. Indemnification. Customer will indemnify, defend, and hold harmless Company and its affiliates and its and their own respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgements, damages, liabilities, settlements, losses, costs, and expenses, including attorney’s fees and disbursements, arising from or relating to: (a) bodily injury, death of any person, or damage to real or personal property; or (b) a breach by Customer of Customer’s representations, warranties, or other obligations hereunder.
  11. Dispute Resolution. In the event of a dispute, the Parties shall first attempt in good faith to resolve the dispute through direct communications to negotiate the same. Should such direct negotiations fail to resolve the dispute, all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration before the American Arbitration Association, pursuant to the Commercial Arbitration Rules. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association and will be conducted in the Atlanta, Georgia metropolitan area; provided, that to the extent permitted by the arbitration rules, the arbitration may be conducted by Zoom or similar conferences if mutually agreed by the Parties. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs and expenses. An award of arbitration may be confirmed in a court of competent jurisdiction.
  12. Limitation of Liability.  NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN, THE COMPANY’S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT PAID BY THE CUSTOMER FOR SERVICES RENDERED.  IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE SERVICES OR USE OF THE DELIVERABLES. COMPANY WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY COSTS, CLAIMS OR LOSSES ARISING FROM DELAYS OR FAILURES TO DELIVER THE PROJECT CAUSED BY CUSTOMER’S FAILURE TO PERFORM OR OTHERWISE COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, OR CUSTOMER’S NEGLIGENCE OR WILLFUL MISCONDUCT.  
  13. Miscellaneous.
    1. Assignment. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party,
    2. Choice of Law. This Agreement and all matters arising out of or relating to this Agreement are governed by the State of Georgia and applicable federal law.  Both Parties consent to the jurisdiction under the state and federal courts within the state of Georgia.
    3. Severability. If any provision or term of this Agreement is held to unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. 
    4. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior contemporaneous understanding, whether written or oral
    5. Headings. Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

Counterparts. This agreement may be executed in Counterparts, all of which shall constitute a single agreement.