Master Service Agreement & Terms and Conditions

1. DESCRIPTION OF SERVICES. VidArmy LLC will provide to Recipient the services described in this quote (collectively, the "Services"). VidArmy will provide the background music. A video filmed is a video edited, it is not unlimited editing. General editing is included with your service. Items that may not be included in your service: Color Grading, Subtitles/ Captions, Custom Transitions, Custom Fonts, Filmed and Exported in 4K, Incorporation of Custom Files Beyond Logos, Custom Animations, Key Framing, Footage Not Filmed by

2. TERM OF AGREEMENT. This agreement shall become effective as of the date of its execution and shall continue in effect for one year from the date of execution. It is the Recipient's responsiblity to schedule all of the Services with VidArmy LLC within that timeframe. Thereafter, the agreement will be expired and VidArmy LLC will no longer be liable for the Services.

3. PAYMENT. Payment shall be made to the Provider in total amount detailed in this quote. (collectively, the “Services”).Recipients shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Recipient fails to pay for the Services when due, VidArmy LLC has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. If total services are not paid upfront in full, payments will be automatically charged monthly to the card on file, or upon services rendered. It is understood by the Recipient that scheduling a shoot with VidArmy is their responsibility and that payment will be due regardless of scheduling. The VidArmy team will work with Recipients, to schedule shoots upon availability. Videographers may not always be available at the Recipients convenience. If Recipient defaults on payment, a $50 late fee will be added to that month’s payment, and interest will begin to accrue on all past due amounts after 30 calendar days of the due date at 6% annually.

4. CANCELLATION. Scheduled shoots can be cancelled up to 48 hours prior to the scheduled shoot. Otherwise subject to a cancellation fee equal to 25% of the cost of the shoot as defined in this quote.

5. PERFORMANCE OF SERVICES. VidArmy LLC agrees to create videos as per the Recipient’s stated requests, allowing for artistic expression; VidArmy LLC shall provide the Recipient with the edited rough draft version of the video(s). Based on the services defined in this quote (collectively, the “Services”) the Recipient will have 5 business days to request a re-edit in the form of a change order form for each video. This will be the opportunity for the Recipient to send all additions/corrections they want made to the video(s) to VidArmy by submitting a change order request so that the changes can all be made at once, avoiding excess time costs from rendering, re-exporting and re-uploading the video(s) multiple times. The video(s) will be considered complete after the Recipient’s instructions have been sent and followed to the best of VidArmy’s ability and the video(s) has been sent to the Recipient based on the services defined in this quote (collectively, the “Services”). The Recipient will have five (5) business days from it’s receipt of materials submitted for review and approval in which to provide feedback to Company. Company will modify the applicable materials in accordance with the Recipients feedback and resubmit the modified materials to Recipient for final approval. The video(s) will also be considered complete if the Recipient fails to send all additions/corrections they want made within ten (10) business days of the date the initial rough draft video was sent. If the Recipient desires any changes to a video(s) that has been sent after change order(s) has been submitted, additional costs may apply. VidArmy employees are insured by VidArmy for any damages caused by its employees. We do not guarantee that you will be satisfied with the finished product. Chargeable time begins when the videographer(s) arrive at the location of the shoot, and ends when the videographer(s) leaves.

6. CONTINGENCY AND WEATHER DAYS. A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of VidArmy. These circumstances may include but should not be limited to: (1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions within reasonable creative parameters). (2) Injury, illness, or absence of Recipient-supplied elements (e.g. key talent, color correct products). (3) "Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, terrorism, and acts of
God). VidArmy recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.

7. CONFIDENTIALITY. VidArmy LLC, and its employees, agents, or representatives will not at any time or in any manner either directly or indirectly, use for the personal benefit of VidArmy LLC, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Recipient. VidArmy LLC and its employees, agents, and representatives will protect such information and treat it as strictly confidential.

8. COURTESY. The editing schedule and selected methodology are designed to accomplish the goals and wishes of the Recipient. The Recipient and VidArmy LLC agree that positive cooperation, communication and punctuality are therefore essential.

9. WORK PRODUCT OWNERSHIP. All copy written by Recipient, together with Recipient’s business name, trademarks, service marks and logos, the Recipient business itself, and all photos, images, videos, audio, and other materials provided by Recipient and which are used as part of or displayed on the Services (collectively “Recipient Content”) are Recipient’s sole and exclusive property. If any Recipient Content is enhanced or modified by VidArmy, such content will become the joint ownership and property of both Recipient and VidArmy unless otherwise agreed to in writing signed by both parties.

To further the purposes of this Agreement, Recipient grants VidArmy a limited, non-exclusive, revocable license to use the Recipient Content solely in connection with the delivery of the Services and furthering the purposes of this Agreement. Notwithstanding Recipient’s ownership of the Recipient content, VidArmy will retain the right to use and distribute all or any part of the Services as part promotional purposes only that do not interfere with the integrity of Recipient and such use cannot be construed as legal advice without the consent of Recipient. Raw images/footage filmed by Vidarmy will be housed for 3 months within our drives after which those files will be deleted.

10. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

11. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

12. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

13. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating
to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

14. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

15. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed,
and enforced as so limited.

16. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

17. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Utah.

18. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing or by email with a purposefully-sent acknowledgement of receipt from the other party.

19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

20. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this
Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.

21. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

22. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which
approval shall not be unreasonably withheld.

23. WARRANTY. VidArmy LLC shall provide its services and meet its obligations under this Contract in a timely, and professional manner, using knowledge and recommendations for performing the services which meet generally acceptable industry standards and will provide a standard of care equal to, or superior to, care used by service providers similar to VidArmy LLC on similar projects.