Terms & Conditions Introduction:

These Terms & Conditions (the “Terms”) along with any Work Order(s), Proposal(s), and/or Statement(s) of Work between you or the company or organization which you represent (“you” or “Company”) and Dyanamek Visuals LLC (“we”, “us” or “Consultant”) form an agreement between you and us, and are collectively referred to herein as the “Agreement.”

Invoicing:

Unless otherwise specified in the applicable Work Order: (a) invoices are due within 15 days of receipt; (b) all payments received from the client are non-refundable for any reason; (c) late payments will incur interest at the rate of 18% per annum (or the highest rate permitted by applicable law if such rate is lower) calculated and applied daily based on a 365-day year; and (d) all deposits and advance payments are nonrefundable.

Scope of Services:

Consultant agrees to provide the services as described in the applicable Work Order, Proposal, and/or Statement of Work.

Single Point of Contact:For efficient project management and communication, the Company agrees to maintain one consistent point of contact throughout the project. Any change in this contact person, especially after the initial Blueprint phase, may necessitate a reassessment of the project and potentially additional charges for re-quoting or an additional Blueprint phase.

Assignment; License:

Subject to Consultant’s receipt of the fees due under the applicable Work Order: (a) Consultant assigns to Company all right, title, and interest…

Ownership and License of Video Footage:

License Subject to Consultant’s receipt of the fees due under the applicable Work Order: (a) Consultant assigns to Company all right, title and interest in and to the final versions of the deliverables created by Consultant for Company pursuant to the Proposal (the “Deliverables”); provided that Consultant retains all right, title and interest in and to all preliminary works and versions, and to Consultant’s preexisting, practices, designs, software, scripts, algorithms, methodologies, and implementations, and any improvements thereon not uniquely applicable to the Deliverables (the “Consultant Tools”); and (b) Consultant grants to Company a nonexclusive, worldwide, royalty-free, perpetual, sub-licensable right and license to make, modify, display, perform, reproduce, reverse engineer, copy, and otherwise take full lawful advantage of any Consultant Tools incorporated within the Deliverables. Ownership and License of Video Footage Consultant acknowledges that all rights to any video footage produced under this Agreement shall remain with Company, and that Consultant has no right, title, or interest in such footage. Consultant shall promptly deliver to Company all raw and edited video footage and any other materials created under this Agreement upon completion of the Services. Company hereby grants Consultant a nonexclusive, worldwide, royalty-free, perpetual, sub-licensable right and license to use the final video files for the purpose of promoting and marketing Consultant’s business.

Warranties:

Consultant represents and warrants that: (a) it is not party to any agreement or restricted by any order that would prohibit or disable Consultant from performing its obligations under this Agreement; and (b) it will perform its services in a workmanlike and professional manner, substantially in accordance with agreed-upon specifications, and industry standards.

Confidentiality:

The parties agree to keep confidential and not disclose to any third party any confidential or proprietary information of the other party that is marked as confidential or would reasonably be considered confidential, except to the extent necessary to perform their obligations under this Agreement or as required by law.

Deadlines and Deliverables:

Consultant shall use commercially reasonable efforts to meet any deadlines or delivery dates specified in the applicable Work Order, Proposal, and/or Statement of Work, subject to any delays or other unforeseen circumstances beyond Consultant’s control. If Consultant fails to deliver any Services or Deliverables by the applicable deadline or delivery date, Company may, at its sole discretion, elect to terminate the applicable Work Order without penalty.

Changes to the Scope of Work:

In the event that Company requests changes to the scope of work or deliverables after work has commenced, Consultant shall promptly provide an estimate of any additional fees or expenses required to complete the revised scope of work, and shall not proceed with any such changes until receiving written approval and payment of such fees or expenses from Company.

Client Approval and Revisions:Company shall have the right to review and approve all Deliverables provided under this Agreement, and to request reasonable revisions and modifications to such Deliverables. Consultant shall make such revisions and modifications promptly, subject to the timelines and deadlines set forth in the applicable Work Order, Proposal, and/or Statement of Work.

Indemnification:

Consultant shall indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorney’s fees, arising out of or related to any breach by Consultant of its obligations under this Agreement, or any negligence, willful misconduct, or violation of law by Consultant in connection with the performance of its obligations under this Agreement.

Delays:

In the case of any unreasonable or persistent delays, Consultant reserves the right to pause the project for up to [insert time period] and invoice for services rendered through the pause date based on Consultant’s hourly rate of $150.00 (not to exceed the total amount of the Fee). Consultant will reschedule the project when Company is ready to recommence, for a mutually convenient time; however, there may be additional fees or expenses required. A change order or new Work Order will be prepared.

Termination:

Either party may terminate the applicable Work Order if the other party fails to perform any material obligations; provided that, if such failure is curable, the non-breaching party must give the breaching party written notice and at least ten days to cure, and may only terminate if the breach is not cured within the cure period.

Limits on Liability:

To the extent permitted by applicable law: (a) Neither party shall be liable for any incidental, special, indirect, or consequential damages, whether in an action sounding in breach of contract, tort or otherwise, even if advised in advance of the possibility of such damages; and (b) each party’s maximum liability for any and all claims and causes of action arising out of or relating in any way to a work order (including the services and deliverables provided thereunder) shall be limited to the amount of fees payable pursuant to such work order.

Promotion:

Company understands and agrees that Consultant may, and Company grants all licenses necessary to enable to Consultant to: (a) describe its services and utilize the Deliverables in connection with promotion and marketing of its business; and (b) utilize Company’s name(s), logo(s) and trademark(s) in connection with such promotional and marketing activities, which may include, without limitation, paid (or unpaid) educational seminars, talks, speeches, and the like.

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice of law or conflict of law provisions. Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in St. Augustine, and the parties hereby consent to the exclusive jurisdiction and venue of such courts.

Miscellaneous:

This Agreement represents the entire agreement of the parties concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations and understandings. (For avoidance of doubt, these Terms do not apply to hosting services provided by the Company, which are subject to the Hosting Terms and Conditions available at https://dynamekvisuals.com/terms-and-conditions/. This Agreement may only be amended by a writing signed by both parties. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, the same shall be modified to the minimum extent necessary to render it enforceable, or, if incapable of such modification, shall be severed herefrom, and the remainder of the Agreement shall be enforced. Headings are for convenience only and not part of this Agreement. This Agreement is the product of negotiation between the parties and shall not be construed in favor of or against either party.