TERMS AND CONDITIONS
PLEASE READ THE FOLLOWING CAREFULLY BEFORE REGISTERING AS A FREELANCE DIGITAL ARTIST WITH ENGINE ROOM LLC / QUICKFX. BY REGISTERING AS A FREELANCE DIGITAL ARTIST, AND CLICKING “ACCEPT ARTIST TERMS AND CONDITIONS”, THE REGISTRANT AGREES AND IS DEEMED TO HAVE AGREED TO OBSERVE ALL OF THE FOLLOWING TERMS & CONDITIONS.
This Terms and Conditions Agreement (“Agreement”) is entered into by and between ENGINE ROOM, LLC, a California limited liability company doing business in the media and entertainment post-production industry DBA QUICKFX (“Company”), and you, an individual freelance digital artist (“Registrant”), as follows:
Registrant hereby registers with Engine Room / QuickFX as a freelance digital artist to provide visual effects post-production services to or on behalf of Company upon the terms and conditions set forth herein. Registrant represents and warrants that all information provided to Company pursuant to the registration is true and correct as of the date of registration. Based on such registration, Company, in Company’s sole discretion, may offer to engage Registrant to provide certain services to or on behalf of Company.
|2.1.||Definition of Work: The term “Work” defines executing various post-production tasks required to complete a given visual effects shot. All contracted work is “by the shot”, meaning the Registrant agrees to deliver a given visual effects shot from start to finish for the pre-negotiated flat fee, the “Artist Budget”.|
|2.2.||Engagement: “ACCEPT JOB”. Prior to engaging Registrant to provide any services to or on behalf of the Company (“Work”), Company will provide Registrant with an engagement offer in a form of an email containing a direct link to the Company’s online Quickfx.com platform, where the offer for work will be detailed. Each shot has an Artist Budget. Registrant can also access the engagement offer by logging onto the QuickFX.com platform directly and navigating to the shot pages where the Artist Budget is listed. The Artist Budget is the complete fee available for completing each shot, pending any creative or scope changes agreed to in writing. On the shot viewer page for each visual effects shot the option to “ACCEPT JOB” will be present. By clicking ACCEPT JOB, the Registrant is accepting the engagement offer to deliver a given visual effects shot in exchange for the flat fee Artist Budget.|
|2.3.||Changes: Company may, at any time, by written notice to Registrant, request changes to the scope of Work with an accompanying revised Artist Budget. If the parties mutually agree to such changes, a written description of the agreed change (a “Change Authorization”) will be prepared which both parties must sign/accept. In the event of any conflicts or inconsistency, the terms of a Change Authorization prevail over those of the original definition of Work. No verbal agreement will have any effect until a Change Authorization is signed/accepted by both parties.|
3. Independent Contractor
|3.1.||Relationship of Parties: Neither Registrant nor any agent, employee, or independent contractor retained by Registrant shall become or be deemed an employee, partner, joint venture or agent of Company by reason of this Agreement. Registrant shall be solely an independent contractor of Company. Registrant shall have sole control of the manner and means which it performs under the terms of this Agreement. Nothing in this Agreement shall be construed to create any agreement for any indefinite or specific term of employment between Company and Registrant or any employer or employee relationship between Company and Registrant. Registrant is not eligible to participate in any employment benefit plans or other benefits of employment available to Company employees.|
|3.2.||Independent Contractor: As an independent contractor, Registrant shall retain the sole financial responsibility for all expenses and disbursements incurred by Registrant in connection with this Agreement, including, without limitation, worker’s compensation, unemployment compensation, withholding and employment taxes and any other taxes due to federal, state or local governments or agencies on account of payment to Registrant or its employees, representatives or agents. Registrant shall indemnify and hold Company harmless for any such taxes or claims or demands for such taxes assessed or made by any taxing authority as a result of payments to Registrant or its employees, representatives or agents.|
4. Term and Termination
|4.1.||Term: This Agreement is effective as of the date of execution and shall remain in effect during the period the Registrants is registered unless earlier terminated as set forth in Section 4.2 or 4.3. Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination of this Agreement.|
|4.2.||Termination of Work Without Cause: Either party may terminate Work, without cause, without penalty and without liability for damages as a result of such termination by giving three (3) business days prior written notice of termination to the other Party.|
|4.3.||Termination of Work With Cause: Company may immediately terminate Work at any time without further obligation or liability to Registrant (except as set forth in Section 4.3), if Registrant fails to perform or habitually neglects Registrant’s duties, or if Registrant engages in illegal activity or other activities which adversely affects Company’s reputation in the community or which evidences the lack of Registrant’s fitness or ability to perform under this Agreement as determined by the Company in good faith. Such termination shall not prejudice any remedy which Company may have at law, in equity, or under this Agreement. Termination pursuant to this Section 3.3 shall become effective after notice of termination.|
|4.4.||Liability Upon Termination Upon termination of Work then in process, Registrant shall only be entitled to payment of fees for usable Work actually performed prior to the date of termination.|
|4.5.||Company or Client Materials Registrant expressly agrees that all documents, project files, reports, studies, digital assets, custom elements or other materials used and/or developed by Registrant during the term are solely the property of Company, and that Registrant has no right, title or interest therein. Upon termination of this Agreement, registrant shall promptly deliver possession of all of said property to Company in good condition.|
Company shall pay Registrant the Artist Budget fee for each completed shot as detailed in the QuickFX Artist’s portal. Unless approved and agreed to in advance, Registrant is not entitled to reimbursement of expenses incurred in connection with its performance of this Agreement and the Work. Upon Company’s final approval of the Work, Registrant is required to submit the following:
|5.1.||An itemized invoice including: project name, and Artist Budget for each delivered shot, due net 30.|
|5.2.||A valid W9.|
6. Representation and Warranties
|Registrant warrants and represents that:|
|6.1.||Registrant shall perform all Work in accordance with the highest industry standard and in a workmanlike, professional, timely, efficient and diligent manner.|
|6.2.||Registrant has the right and authority to perform the Work, and Registrant’s execution of this Agreement and completion of the Work does not violate any applicable law or breach any other agreement to which Registrant is a party; and|
|6.3.||Registrant’s performance of the Work will not infringe upon or violate any intellectual property or proprietary rights of any third parties.|
7. Ownership, Works Made For Hire and License.
|7.1.||Any and all Work, inventions, developments, methods and resulting product related to the Work (“Work Product”) shall be considered works made for hire by Registrant and shall, upon creation, be owned exclusively by Company and/or its clients. To the extent that the Work Product may not be considered works made for hire, Registrant assigns to Company and/or its clients, without the necessity of any further consideration, all of its right, title and interest in and to them and Company and/or its clients shall be entitled to obtain and hold same in its own name on all applicable patents, registrations, and/or copyrights.|
|7.2.||If and to the extent that Registrant may, under applicable law, be entitled to claim any ownership interest in the Work Product, Registrant transfers, grants, conveys, and relinquishes exclusively to Company and/or its clients all of its right, title and interest under patent, copyright, trade secret, and trademark law, throughout the world and in perpetuity or for the longest period otherwise permitted by law.|
|7.3.||Registrant shall sign upon request, all documents necessary to vest title in Company and/or its clients to any specific patent, trademark and/or copyright application prepared by Company and covering the Work Product. Registrant shall also sign upon request, any document necessary for the filing and prosecution of patent, trademark and/or copyright applications in the United States and elsewhere, including divisional, continuation, revival, renewal or reissue application. Registrant shall cooperate and assist Company in preparing, filing and prosecuting any and all such patent, trademark and copyright applications during the term of this Agreement and for 2 years following its termination. Company shall bear all costs associated with the prosecution of such patent, trademark and/or copyright applications.|
|7.4.||To the extent that any preexisting rights are embodied or reflected in the Work Product, Registrant grants to Company and/or its clients an irrevocable, perpetual, non-exclusive, world-wide, royalty-free right and license to: (i) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such preexisting rights; and (ii) authorize others on Company or Company’s client's behalf to do any or all of the foregoing.|
|7.5.||This Section 6 does not apply to any inventions that Registrant made prior to Registrant's retention by Company, or to any inventions that Registrant develops without using any of Company’s equipment, supplies, facilities, materials or information and that do not relate to Company’s business or research, or the Work Registrant performs for Company.|
|8.1.||The Registrant will keep in strictest confidence, both during the term of this Agreement and subsequent to termination of this Agreement, and will not during the term of this Agreement or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for his or her own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including, without limitation, information relating to the software developed by the Company (or applicable client of Company), submission and proposal procedures of the Company, customer or contact lists or any other confidential information or trade secrets respecting the business or affairs of the Company (or applicable client of the Company) which the Registrant may acquire or develop in connection with or as a result of the performance of his or her services hereunder. In the event of an actual or threatened breach by the Registrant of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the Registrant from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Registrant.|
|8.2.||Registrant will not post or publish the Work he or she completes hereunder on his or her personal reel without the prior written permission from the Company.|
9. Non-Disclosure Regarding Sensitive Client Content & Information.
|9.1.||In connection with a proposed business relationship, Company has allowed Registrant access, or may allow access, to: Company and Company’s client media content, and/or business, technical, or other information, materials and/or ideas (“Proprietary Information,” which term shall include, without limitation, anything you learn or discover or create as a result of exposure to or analysis of any Proprietary Information).|
|9.2.||In consideration of any disclosure and any negotiations concerning the proposed business relationship, Registrant agree as follows:|
|9.2.1.||Registrant agrees to hold in confidence and will not possess or use (except as required to evaluate the proposed business relationship or disclose any Proprietary Information except information you can document (a) is in the public domain through no fault of yours, (b) was properly known to you, without restriction, prior to disclosure by Company or (c) was properly disclosed to you by another person without restriction. You will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Proprietary Information. The foregoing does not grant you a license in or to any of the Proprietary Information.|
|9.2.2.||If Registrant decides not to proceed with the proposed business relationship or if asked by Company, Registrant will promptly return all Proprietary Information and all copies, extracts and other objects or items in which Proprietary Information may be contained or embodied.|
|9.2.3.||Registrant will promptly notify Company of any unauthorized release, disclosure or use of Proprietary Information.|
|9.2.4.||Registrant understands that this Agreement does not obligate Company to disclose any information or negotiate or enter into any agreement or relationship. Registrant will strictly abide by any and all instructions and restrictions provided by Company from time to time with respect to Proprietary Information or Company systems. Registrant will ensure the security of any facilities, machines, accounts, passwords and methods you use to store any Proprietary Information or to access Company systems and ensure that no other person has or obtains access thereto.|
|9.2.5.||The terms of this Agreement will remain in effect with respect to any particular Proprietary Information until you can document that such Proprietary Information falls into one of the exceptions stated in Paragraph 9.2.1 above.|
|9.2.6.||Registrant acknowledges and agrees that due to the unique nature of the Proprietary Information, any breach of this agreement would cause irreparable harm to Company for which damages are not an adequate remedy, and that Company shall therefore be entitled to equitable relief in addition to all other remedies available at law.|
Any various forms of film, video and/or digital elements or materials containing audio/visual Company production material or other medium entertainment content from theatrical motion pictures, television shows, animation and other programming, as well as marketing and promotional content relating thereto (defined in the following provisions as "Company Content”) provided to Registrant in connection with Registrant’s services hereunder shall be conditioned upon the following obligations by Registrant:
|10.1.||Registrant may not (and shall not permit or authorize any third party to) copy, sublicense, part with possession of, or allow third party access to, any Company Content except as necessary to perform services under this Agreement or to return such Company Content to Company. Physical assets containing Company Content shall be stored/vaulted in secure approved environments when not in use.|
|10.2.||Registrant shall not remove or modify any burn-in warnings or watermarks included on physical assets containing Company Content.|
|10.3.||Registrant shall advise each of its employees, contractors and other individuals under Registrant's control or supervision (in writing) of the criminal and civil liability that may arise by reason of the piracy, theft, unauthorized copying or unauthorized exhibition of Company Content. Company shall keep a written record of all employees or contractors who have access to the Company Content and shall provide such information to Company on request.|
|10.4.||Company shall establish and employ security procedures sufficient to prevent any theft or unauthorized access, copying, exhibition, transmission or removal of Company Content from Registrant's facility. Registrant shall provide Company with written descriptions of such procedures/policies upon request. Registrant shall maintain at all times a complete and accurate inventory of all Company Content in its possession. Registrant shall remain responsible for such Company Content from the time Registrant obtains possession of Company Content until it is returned to Company's possession, delivered to another location designated by Company in writing, or destroyed pursuant to Company’s specific written instructions.|
|10.5.||Registrant shall immediately notify Company by phone and e-mail or fax regarding any loss, theft, injury, unauthorized access, copying, distribution or use of Company Content. Notwithstanding any other provisions of this Agreement, if such instance occurred in whole or in part due to Registrant’s lack of establishment and/or execution of security procedures required by this Agreement, Registrant shall be liable for any and all damages arising from such unauthorized activity. Registrant shall use best efforts, at Registrant’s own cost and expense, to recover all lost or stolen materials.|
Registrant, in recognition of valuable consideration it has received, shall indemnify, defend and hold harmless Company and its officers, agents and employees from and against any and all losses, claims, demands, actions, causes of action, suits, costs, attorneys' fees, damages, expenses, compensation, penalties, liabilities and obligations of any kind (“Claims”) resulting from, arising out of, or incurred in connection with Registrant's: (i) intentional misconduct; (ii) negligence; (iii) failure to comply with applicable law; (iv) failure to comply with the terms of this Agreement; or (v) breach of any representation or warranty within this Agreement. If any action or proceeding is brought against Company by reason of or in connection with any such Claims, Registrant, upon notice from Company, shall defend such action or proceeding at Registrant's sole cost by legal counsel satisfactory to the Company.
This Agreement may only be modified by written agreement of the parties.
|13.1.||Registrant shall not subcontract, assign, subrogate or transfer any interest, obligation or right under this Agreement without the prior written consent from Company.|
|13.2.||Registrant submits to the jurisdiction of, and this Agreement shall be governed by the laws of the State of California. Venue for any action arising out of this Agreement shall be in a court of competent jurisdiction in Los Angeles, California. The prevailing party in any such action shall be entitled to the recovery of its reasonable attorney's fees, costs and expenses.|
|13.3.||Neither party shall, by the mere lapse of time, without giving notice or taking other action, be deemed to have waived any of their rights under this Agreement. No waiver of a breach of this Agreement shall constitute a waiver of any prior or subsequent breach of this Agreement.|
|13.4.||Neither party shall be liable for special, incidental or consequential damages, including lost profits. Neither party shall be liable for any loss or damage due to causes beyond its control, including earthquake, war, fire, flood, power failure, acts of God or other catastrophes.|
|13.5.||This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement, and all prior agreements, understandings, and representations are terminated and canceled in their entirety.|
|If there is any conflict between a part of this Agreement and any present or future law or regulation, the part of this Agreement that is affected shall be curtailed only to the extent necessary to bring it within the requirements of the law or regulation.|
By clicking “ACCEPT ARTIST TERMS & CONDITIONS”, Registrant agrees to all the previous terms and conditions listed and described above.