This Services Agreement ("Agreement") is entered into by and between Falcon Media, LLC ("Contractor"), a Wyoming limited liability company with a mailing address in Miami, Florida, and the subscribing client ("Client") upon purchase and acceptance of these terms through Contractor's online platform (falconmedia.studio). This Agreement becomes effective on the date Client finalizes their purchase and accepts these terms. Governed exclusively by the laws of the State of Wyoming, without regard to conflict of laws principles.
Definitions
"Client" means the individual or entity purchasing Services.
"Contractor" means Falcon Media, LLC.
"Services" means the video editing and related activities described in Clause 1, provided as either a subscription (recurring) or one-time project.
"Subscription Package" means a recurring tier selected by Client (month-to-month, quarterly, or annual prepay).
"One-Time Project" means a single, non-recurring service engagement.
"Billing Cycle" means the payment period (monthly for standard; quarterly or annual if prepaid).
Recitals
Contractor specializes in content creation services, including video editing. Client elects to utilize Contractor’s Services under the selected package or project scope, adhering to these terms.
In consideration of the mutual promises herein, the parties agree as follows:
1. Purpose and Scope of Services
This Agreement outlines Contractor's commitment to provide Services to Client, which may include:
Video Editing
Thumbnail Design
Content Repurposing
Posting
Performance Data Analysis
Strategy & Feedback Calls
The exact scope depends on the selected Subscription Package or One-Time Project details, as specified on Contractor's purchase page. Subscriptions are recurring; One-Time Projects are completed upon delivery and full payment.
2. Obligations of the Parties
Client Obligations
Provide all necessary information, details, and materials (e.g., raw videos) by agreed deadlines for Service execution.
Ensure conditions for Service delivery, including timely availability of assets.
Make payments per Clause 6.
Review and approve/reject deliverables per Clause 4.
For One-Time Projects: Confirm project scope in writing before commencement.
Warrant that all provided materials do not infringe third-party IP rights; Client assumes all risk and liability for such infringements.
Contractor Obligations
Perform Services per the agreed scope and deadlines.
Contact Client for clarifications as needed.
Maintain compliance with good industry standards and applicable laws.
Obtain Client approval for any out-of-scope work.
Safeguard Client materials, ensuring privacy per U.S. federal and state data protection laws (including FTC guidelines).
3. Service Execution
Services commence upon payment confirmation via Contractor's platform.
Client authorizes recurring payments for Subscriptions per the Billing Cycle (monthly standard; quarterly/annual prepay options available at checkout for potential discounts).
If payment fails, Contractor may suspend Services until resolved, with 5-day grace notice.
Schedule: Mutually agreed to suit both parties; communication via electronic means only.
Contractor sends drafts for review before final delivery/publication.
For Subscriptions: Auto-renews month-to-month unless canceled (see Clause 8). Quarterly/annual prepays lock the rate but allow monthly cancellation with prorated refund.
4. Client Approvals and Revisions
Client must approve or request revisions within the agreed timeframe per cycle (e.g., 48 hours for Subscriptions).
No response = tacit approval.
Revisions are addressed promptly but may delay delivery.
Client delays in approvals/revisions may impact timelines; Contractor not liable for resulting delays.
5. Confidentiality, Intellectual Property, and Data Protection
Confidentiality
Both parties agree to keep the other's confidential information (e.g., business strategies, client data) private and not use/disclose it except as needed for this Agreement. This survives termination.
Intellectual Property
All IP rights in deliverables (e.g., edited videos, thumbnails) are "work made for hire" owned exclusively by Client upon full payment. Contractor assigns all rights to Client and waives moral rights.
Contractor retains a perpetual, royalty-free license to use deliverables in its portfolio/marketing (e.g., anonymized case studies), unless Client provides written opt-out notice before delivery.
Contractor shall not use Client IP otherwise without consent; violations may trigger indemnification.
Data Protection
Contractor complies with applicable U.S. federal and state data protection laws (e.g., FTC guidelines). Contractor:
Implements reasonable security (e.g., via AWS/Stripe with encryption).
Processes data only as needed for Services.
Does not sell/share data without consent.
Notifies Client of breaches promptly. Data transfers (if any) comply with U.S. laws; no international transfers without Client notice.
Obligations survive termination.
6. Pricing and Payments
Fees per the selected Subscription Package or One-Time Project quote, charged via Stripe (monthly for standard; prepay for quarterly/annual).
Referral Discount: Client referring a new paying Client receives a one-time 20% discount on their next month's fee (or prorated for One-Time Projects). Referrals verified in writing; limited to one per referral.
No refunds for partial months except per Refund Policy [link].
Additional Services require mutual agreement.
7. Late Payments
5-day grace period post-due date, no penalties.
Thereafter: 10% late fee + 0.2% daily interest on unpaid balance.
Suspension after grace; reinstatement upon payment (delays not Contractor's liability).
Client covers Contractor's collection/legal fees if escalated.
8. Term and Termination
Month-to-month auto-renewal for Subscriptions; One-Time Projects end on delivery.
Client may cancel anytime with 10 days' notice before next Billing Cycle to avoid charges.
Late notice = charge for next cycle (no refund).
Contractor may terminate for material breach (e.g., non-payment) with 10 days' cure notice.
Post-termination: 6-month data retention per Privacy Policy [link].
9. Non-Solicitation Clause
The Contractor agrees that, during the term of this Agreement and for a period of twenty-four (24) months following its termination, they shall not, directly or indirectly, solicit, approach, or provide services to any of the Client’s current clients, former clients, prospective clients, partners, suppliers, or team members with whom the Contractor had direct or indirect contact or became aware of as a result of their relationship with the Client.
This restriction includes, but is not limited to:
(i) offering or performing similar or competing services;
(ii) inducing or attempting to induce any client, partner, or employee to terminate or reduce their relationship with the Client;
(iii) using any confidential or strategic information obtained during the course of the engagement to benefit a competitor or for personal commercial gain.
The Parties acknowledge that this restriction is reasonable in scope, duration, and intent, and is necessary to protect the Client’s legitimate business interests.
Any violation of this clause shall subject the Contractor to the penalties and legal remedies provided by this Agreement and applicable law.
10. Limitation of Liability and Indemnification
Contractor not liable for indirect/consequential damages (e.g., lost profits).
Client indemnifies Contractor for claims from Client's misuse (e.g., infringing materials).
Contractor indemnifies for its breaches (e.g., confidentiality).
11. Force Majeure
Neither party liable for delays from events beyond control (e.g., disasters, strikes). Prompt notice required.
12. Dispute Resolution
Good-faith mediation first.
Then arbitration in Laramie County, Wyoming, under Wyoming law (costs shared).
Litigation only if needed, in Wyoming state/federal courts; parties consent to jurisdiction.
13. General Provisions
Entire Agreement: This supersedes priors; amendments in writing.
Severability: Invalid provisions don't void the rest.
Waiver: No delay in enforcement waives rights.
Assignment: Not without consent, except Contractor to affiliates.
Contact: contact@falconmedia.studio.
By purchasing, Client accepts these terms.