1. Agreement. The Pinnacle Publishing, LLC Digital Order Form (“Order Form”) will become a binding contract when signed by the applicant (“Advertiser”) and accepted by Pinnacle Publishing, LLC (“Publisher”). This Order Form, along with these Terms & Conditions, contains the entire agreement (the “Agreement”) for video products and services between the Applicant and Publisher (collectively, the “Parties”) for the term subscribed and cannot be modified or cancelled except by mutual written agreement unless otherwise provided herein.
2. Video Services: Publisher will provide video production and final output files to Advertiser. Video provided is for online use only and is not intended for television broadcast quality.
3. Invoices; Past Due Accounts; Deposits. Publisher will bill Advertiser for the Services as set forth on the Order Form within 60 days from the date of sale. Payments are due as set forth on such invoices as Advertiser shall receive from Publisher. Publisher will supply the Advertiser with a copy of the video once full payment is received. Publisher will assess a late charge equal to the highest rate allowed by law on any balance not paid before its due date. If Advertiser fails to pay any amount when due, Publisher may, at its option, immediately cease performing under this Agreement, cancel this Agreement and/or declare all charges for the remaining Agreement period immediately due and payable, along with attorneys’ fees and other expenses incurred by Publisher to collect these amounts. Deposits made under this Agreement are non-refundable.
4. Video Elements: Publisher will create the video based on the needs of the client and therefore basic components will vary but may include basic script, voice over, stock music bed and stock materials if needed. The video will be up to 30 seconds in length and highlights particular aspects of the Advertiser’s business. It may include up to 7 still images and/or video footage edited together to make a montage. Images and/or video may be provided by Advertiser or acquired through Publisher stock photo and video library.
5. Changes to the Video: Delivery of a fully produced video to proof will be 5 business days from the receipt of all assets. Upon delivery of the proof Advertiser has the right to require one round of editing modifications to each video at no charge. Each additional round of changes will be charged $75. All modification requests after the proof has been approved and final delivery made to Advertiser or modification requests will be charged as a new order.
6. Output: Upon final approval, the Advertiser will receive email notification that their video is complete. A copy of the video will be sent to the Advertiser and applied to the Advertiser’s localsolution.com listing, website and any other online location that is serviced by Publisher, once payment is received in full.
7. Advertiser Information. Advertiser hereby warrants that the firm name, address and telephone number shown on the Order Form are correct. Advertiser must immediately inform Publisher in writing of any change in its name, address or telephone number; Publisher will not be liable for any delay in performing any update to said information.
8. Advertiser Content. Advertiser will furnish, at its sole expense, all copy, cuts, illustrations, trademarks, trade names, other special artwork and all other content to be used in connection with this Agreement (the “Advertiser Content”). Advertiser represents and warrants that Advertiser is the owner of and entitled to use and license (or is duly authorized by the owner and entitled to use and license) all Advertiser Content including any currently owned domains and agrees to notify Publisher immediately in writing of any change in such ownership or authorization or any demand or claim against Advertiser that any portion of the Advertiser Content infringes the rights of a third party. Advertiser covenants that it will not provide to Publisher any Advertiser Content that (a) discloses private communications without permission of the Parties thereto or discloses confidential information, (b) is unlawful, threatening, abusive or profane, including without limitation any material constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations or © is a virus, worm, cancelbot or other harmful component. Advertiser assumes sole responsibility for the protection of its proprietary rights in the Advertiser Content. Advertiser grants Publisher a non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable (through multiple tiers) license to exercise any and all copyright, trademark, trade name, publicity and database rights Advertiser has in the Advertiser Content, in any advertising medium offered by Publisher.
9. Changes to Advertising. Publisher may, in its sole discretion, reject any advertisement or remove at any time, without notice, any content that violates any of Publisher’s corporate policies, a copy of which may be obtained by calling 800.343.8086.
10. Taxes. If a sales or other tax is imposed on Publisher related to the Video Services, such taxes shall be passed through to Advertiser and Advertiser shall reimburse Publisher based on the value of the Website Services.
11. Indemnification. Advertiser agrees to defend, indemnify and hold Publisher and its officers, directors, managers, governors, members, agents, affiliates, website vendor(s), applicable telephone company customers, suppliers and employees (collectively, the “Publisher Indemnitees”) harmless from any claim, demand, suit, action, proceeding, expenses (including attorneys’ fees), loss, liability and damages of any type arising from any demand or claim made by any third party due to or arising out of Advertiser’s breach of this Agreement or its violation of any law or the rights, including without limitation intellectual property rights, of a third party.
12. NO WARRANTY; LIMITATION OF LIABILITY. The Video Services are provided on an “as is” basis and without warranty of any kind, express or implied and the entire risk as to the quality and performance thereof is with Advertiser; Publisher does not guarantee that they will meet the end users’ needs or be secure, error-free and without interruption. So, to the extent legally permitted, Publisher excludes all warranties, terms and conditions with respect thereto. IN NO EVENT WILL PUBLISHER BE LIABLE TO ADVERTISER OR TO ANY THIRD PARTY FOR (A) ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR UNREALIZED BUSINESS OPPORTUNITY, ARISING OUT OF THIS AGREEMENT OR THE FAILURE TO PUBLISH ANY ADVERTISEMENT, WHETHER OR NOT PUBLISHER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY DAMAGES IF AND TO THE EXTENT CAUSED BY ADVERTISER’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. Because some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, such disclaimers and exclusions may not apply to Advertiser. Regardless of the previous sentences, Publisher’s total cumulative liability is limited to the amount charged to Advertiser for the Website Services. Advertiser expressly releases Publisher from any liability exceeding this limit. References to Publisher in this Section 12 include all Publisher Indemnities.
13. Force Majeure. Publisher shall not be in breach of its obligations under this Agreement due to delays caused by fires, natural disasters, strikes, work stoppages, power outages, governmental regulation or any other cause beyond its control.
14. Assignment. If Advertiser sells or transfers its business, or all or substantially all of its assets, then Advertiser will include this Agreement and any amounts owed to Publisher under it in any such sale or transfer. Publisher may, in its sole discretion, sell, assign or transfer this Agreement to a third party without Advertiser’s consent.
15. Miscellaneous. If a court of competent jurisdiction finds any part of this Agreement to be invalid, the Parties agree that the court should endeavor to give effect to the Parties’ intent as reflected in the provision, and the other provisions will remain in full force and effect. Headings are included for convenience only and will not be considered in interpreting this Agreement. Publisher’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement will be governed by Minnesota law as applied to agreements entered into and to be performed entirely within Minnesota, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The Parties consent to the exclusive jurisdiction and venue in the state court in Beltrami County, Minnesota or the federal court in St. Louis County, Minnesota. The following sections survive any termination of this Agreement: rates shown on the face hereof (with respect to amounts owed to Publisher), 3, 10, 11, 12, and this Section 15.