CLIENT TERMS & CONDITIONS
CREW CONNECTION, INC.

Purpose of Agreement. This Client Agreement (“Agreement”) is made between Crew Connection, Inc. (“CCI” or “Company”) and you as client (“Client”). Client enters into this Agreement for the purpose of gaining access to Company’s proprietary platform (“Platform”) in order to locate and secure or commission the specialized skills and services of various providers (“Providers”) to assist in Client defined projects (“Projects”). As a broker of business relationships between Providers and Clients, Company will assist in invoicing and collecting for Project related deliverables. (“Brokerage Services”). Company and Client are individually referred to as “Party” and collectively referenced as “Parties”.

It is understood that CCI provides Brokerage Services through its proprietary Platform and that Providers included in CCI’s Platform are independent contractors, who operate and supply their own equipment, employees and/or contractors. Accordingly, Providers are not CCI employees. Therefore, all photo crews, producers, and personnel are available for a given Project at the discretion of the Provider, and not CCI. In this context, CCI cannot and does not make any representation or warranty about Providers or their services.

Client agrees in advance that CCI is not liable for the acts or omissions of Provider personnel or contractors and that CCI is not liable for any damage or loss, or failure to complete a Project or Projects for any reason.

In consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

Client Rights & Responsibilities. Client may use the Platform to review profiles of various Providers with whom Client may directly communicate concerning potential and/or contracted Projects. Client may initiate communication with Providers at any time using the Platform. Providers, however, are unable to initiate communication with Clients until after a Client makes contact.

Client is solely responsible for evaluating the particular skills and qualifications of Providers in light of the demands associated with Client’s Project. Similarly, Client is responsible for defining the Project scope with sufficient detail so as to reasonably enable a Provider to accurately bid on a Project. Client is encouraged to include material information necessary to enable a Provider to accurately bid on a Project and for establishing the standard of service expected or desired, man hours reasonably anticipated (if known), timeliness and/or deadlines that must be met, experience and/or qualifications needed or desired of the Project team, and other specifics relevant for determining whether a Project was satisfactorily completed.

Modification in Writing Through Platform. Client represents and warrants that to the extent a Project scope is expanded or modified, any such modification will only be made through CCI’s Platform.

Payment and Invoicing. At the time Client agrees to a Project Proposal by a Provider, payment for the proposal amount will be processed and collected by Company. Company will invoice Client after Project completion with the invoice showing a credit of the amount previously collected. Provider will be paid the amount collected after 15 days. To the extent Client and Provider expand the scope of the Project and related costs, fees, or charges, not previously collected, Company will include such charges on the invoice and require immediate payment on invoiced amounts. Payments received after 30 days are deemed delinquent and will be subject to a 1½% per month interest charge (18% per annum).

Corporate Account Clients – Invoicing and Payment. Company will invoice Corporate Accounts following Project completion. Client has 15 days from invoice date to dispute an invoiced amount. Payment is due 30 days after date of invoice. Payments received after 30 days are deemed delinquent and will be subject to a 1½% per month interest charge (18% per annum).

Disputes and Collection. Client may dispute an invoice by providing CCI with written notice within 15 days of the date of the invoice. Client must clearly outline the good faith reasons for the dispute and specifically cite the Project terms alleged not satisfied.

If an account is past 120 days, it will be submitted for collection. In the event an invoice falls into collections, Client agrees in advance to pay all collection fees, attorneys’ fees, and any necessary costs incurred as a result of the collection effort. CCI reserves the right to place a lien on the work product (e.g., footage) until payment is received in full and no intellectual property rights will inure until payment in full or as otherwise agreed is received. Client is responsible for, and must pay, any and all taxes applicable to Project related services rendered, including Brokerage Services, or any other good or service provided to Client, resulting from Platform access and use. "Taxes" means foreign, federal, state, and local excise, gross receipts, fee, sales, privilege, or other tax (other than net income) now or in the future imposed by any governmental entity (whether such Taxes are assessed by a governmental authority directly upon CCI or Client) attributable or measured by the sale price or transaction amount, or surcharges, fees, and other similar charges, which are required or permitted to be assessed.

International Fee. Projects outside the Continental U.S. will be subject to a $45 surcharge on Project gross revenue due payable directly to CCI.

Cancellation Fee. Client is subject to payment of a cancellation fee for cancellation of any confirmed Projects in accordance with the table below:

48 to 72 hours notice:	25% of estimated charges
24 to 48 hours notice:	50% of estimated charges
Less than 24 hours:	100% of estimated charges – anytime the day before or day of shoot, regardless of crew call.

 

Deposit. Clients agree, in advance, that an advance deposit may be required prior to the start of a Project. If required, any Deposit will be held to offset Project fees. To the extent that the Deposit does not cover the entire Project fee, the remainder of Project fees will be invoiced and must be paid to CCI directly within 30 days from date of invoice.

Copyrights & Works Made For Hire. All work specially ordered or commissioned by Client from a Provider is considered a work made for hire pursuant to 17 U.S.C., Sec 101 of the U.S. Copyright Act. To the extent that a copyright or other ownership interest in such work product may be lawfully claimed, Provider has separately agreed to undertake reasonable efforts, if necessary, to assist with securing such rights and/or interest on behalf of Client (subject to reasonable compensation from Client for time spent)[1].

Disclaimer. Except as otherwise expressly stated in this Agreement, all Company services are provided "as is." CCI expressly disclaims all express or implied warranties including, but not limited to, all warranties of merchantability, fitness for a particular purpose, and non-infringement. Company only provides Client access to its proprietary Platform and Brokerage Services and does not provide Project specific services to Clients or act in any way as a Provider of such services.

Indemnification. Each Party will defend and indemnify the other Party, its affiliates, agents, and contractors against third party claims, liabilities, costs, and expenses, including reasonable attorneys' fees (a “Claim”), involving personal injury or death to persons or loss or damage to personal tangible property resulting from the gross negligence or willful misconduct of the indemnifying party. Client will also defend and indemnify CCI against third-party Claims resulting from Client’s failure to pay a Provider.

NEITHER PARTY OR THEIR AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR INDIRECT DAMAGES OR FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COSTS OF COVER. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF FORESEEABILITY.

Client will indemnify, defend, and hold CCI harmless from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of any kind (including reasonable attorneys’ fees) resulting or arising from Provider’s performance or non performance of services secured or requested and/or Provider’s violation of applicable laws or regulations, and acts or omissions amounting to negligence or willful misconduct.

Dispute Resolution. If a dispute arises under this Agreement, the Parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Jefferson County, Colorado. Any costs and fees other than attorneys’ fees associated with the mediation will be shared equally by the Parties. If, after mediation, the Parties are unable to reach a mutually satisfactory solution, the Parties agree to submit the dispute to a mutually agreed-upon arbitrator in Jefferson County, Colorado. The determination of the arbitrators will be final and binding upon the Parties and may be enforced in any court in Jefferson County without regard to its choice of law principles. Costs of arbitration, including attorneys’ fees, will be allocated by the arbitrator.

Place of Performance. This Agreement will be governed by the laws of the State of Colorado without regard to its choice of law principles. Any Company provided services or Services (including Brokerage Services) will be deemed to be provided by CCI, and received by Client, in the state of Colorado.

[1] Client understands and agrees that to the extent that still photography is commissioned in the scope of a Project, such work is not considered a “work made for hire” as defined under the Copyright Act and ownership rights, if any, must be separately negotiated.