TERMS OF PRODUCTION SERVICES

Last Updated: October 5, 2021

These terms of production services (“Terms”) govern your access to our video production services. We have drafted these Terms, where possible, in plain language, however we note this is a legally binding document.

ARTICLE 1– ACCEPTANCE AND TERM

1.1 Consideration

For good and valuable consideration, including the provision of the Services and Deliverables in exchange for the Fees, the sufficiency of which is hereby acknowledged by the Parties, the Parties agree to be bound by these Terms.

1.2 Acceptance

Notwithstanding any rule of law or equity to the contrary, by submitting our New Client Form on our website, accepting these Terms orally or in writing, affixing your signature to these Terms, or otherwise by implication accepting these Terms, including by proceeding with obtaining our Services after being given notice of these Terms and either expressly or impliedly directing us to commence providing the Services or providing Deliverables, you agree to be bound by these Terms.

1.3 Term and Termination

(a) Term. The term of these Terms will commence on the date you complete our New Client Form and will automatically terminate on the day that is 60 days after substantial completion of the Services, which includes delivery of the Deliverables (“Term”).

(b) Termination. Either Party may terminate these Terms on 30 days’ prior written notice. If you wish for the Services to terminate prior to the termination date of these Terms, you must include such request in your termination notice. You will be liable for all Fees and out of pocket expenses performed or due and payable on or before the termination date.

(c) Acceptance of Deliverables. For greater certainty, the date of substantially completion is the date of acceptance of the Deliverables as set out in section 2.2(c) below.

ARTICLE 2– RELATIONSHIP, SERVICES AND FEES

2.1 Relationship

We will at all times be an independent contractor rather than an employee or agent. No Party may bind the other Party to any legal obligation. We have sole discretion in determining the manner and form of delivery of the Services and Deliverables in our sole discretion.

2.2 Services, Scope of Work, and Deliverables

(a) Performance of the Services. We provide pre-production, production and post-production film services. We will perform the Services in a good and workmanlike manner and with commercially reasonable diligence. We represent and warrant to you that we have the requisite knowledge, skill and experience to perform the Services.

(b) Scope of Work. The particular services (“Services”) we will provide to you pursuant to these Terms will be set out in detail in a Scope of Work (“Scope of Work”). We will issue a Scope of Work in relation to each separate project (“Project”). Each Scope of Work will set out in detail the specifications of any deliverables we will provide to you under the Scope of Work (“Deliverables”), the estimated timelines for performance of the Services and provision of Deliverables (“Timelines”), and the fees you will pay to us in relation to the applicable Services and Deliverables (“Fees”). A Scope of Work may be delivered in email, PDF, word or other format as determined in our sole discretion and will be clearly marked as a Scope of Work

(c) Acceptance of Scope of Work. We base each Scope of Work on our initial and subsequent consultations and correspondence. We will prepare a Scope of Work within 5 business days of our initial consultation and deliver such Scope of Work to you by email. We will make revisions to the Scope of Work which either materially differ from the instructions you provided in our initial and subsequent consultations and correspondence, or are minor in nature. Our Fees include one set of revisions to a Scope of Work, and material changes requested may result in an increase in Fees or change in Timelines. You will review and provide comments on each Scope of Work submitted to you for review within 2 business days of delivery by email. If you do not provide any comments within such time period, or otherwise expressly or impliedly accept the Scope of Work, you will be deemed to have accepted the subject Scope of Work and it will be binding and form part of these Terms.

(d) Acceptance of Deliverables. You will be deemed to have accepted the Deliverables on the sooner of (i) the day that is 2 business days after receipt of the Deliverables, and (ii) the date that you expressly accept delivery of the Deliverables. We will make changes you request to the Deliverables to the extent the Deliverables materially differ from those set out in the Scope of Work or are in error. Any other changes to the Deliverables will be subject to additional Fees at our applicable hourly rates and a reasonable extension of Timelines.

(e) Non-Exclusivity. We do not provide Services exclusively to any of our clients. We may have multiple projects in progress concurrently. We will use commercially reasonable efforts to create a Scope of Work and Timelines which accommodate completion of any multiple projects per their applicable timelines.

(f) Change Orders. You may request material changes to a Scope of Work by delivering us written notice setting out in reasonable detail the requested change (“Change Order”). We will review any such Change Order and prepare a revised Scope of Work, if necessary, which may be subject to changes in Fees or Timelines as reasonably required in order to accommodate the Change Order. We will not accept Change Orders delivered less than 3 business days’ notice prior to the relevant Timeline. For greater certainty, if you request changes to any Scope of Work within such 3 business daytime-period prior to the applicable Timeline, we may charge you our rates as if we performed the Services whether or not we are able to perform the Services.

(g) Postponement. Notwithstanding section 2.2(f), you may request a Change Order that relates to a Timeline where the request results from scheduling issues, weather, sickness, or other matter outside your reasonable control which reasonably adversely impacts the potential productivity of a scheduled portion of the Scope of Work (“Postponement”). If you provide less than 2 prior business days’ notice but greater than 24 hours’ prior written notice, you will remain liable for payment of 50% of the Fees applicable to the relevant portion of the Scope of Work regardless of whether such portion of the Scope of Work is carried out on the relevant Timeline. If you provide less than 24 hours’ prior written notice, you will remain liable for payment of 100% of the Fees applicable to the relevant portion of the Scope of Work regardless of whether such portion of the Scope of Work is carried out on the relevant Timeline. The Parties agree that the Fees being payable upon insufficient notice and regardless of whether the relevant portion of the Scope of Work is carried out are not penalties, but are instead each a genuine pre-estimate of the damages that Cassiar would suffer as a result of receipt of such insufficient notice.

2.3 Fees

(a) Payment of Fees. You will pay us the Fees in such amounts and on such dates as set out in each Scope of Work. All Fees are exclusive of taxes and out of pocket expenses. We will issue an invoice for the Fees, out of pocket expenses and applicable taxes on the Timelines set out in each Scope of Work (“Invoice”). Payment of each Invoice is due within 15 days of delivery by email, and outstanding payments will accrue interest at a rate of 12% per annum compounding monthly from the date payment is due.

(b) Out of Pocket Expenses. In addition to the Fees, we may charge to you our out of pocket expenses incurred in performing the Services, including equipment rentals and purchases; location fees and permits; props, wardrobe, and set decoration; transportation and mileage (reimbursed at such rates as set out in CRA guidelines); craft services; audio transcription, translation, or captioning services; music licensing fees; stock photo or video licensing fees; incidental expenses; travel expenses; and other similar such expenses at the cost thereof plus 25%.

(c) Deposit. We may require payment of a deposit for the Fees associated with a Scope of Work up to a maximum of 50% of the Fees (“Deposit”). Such Deposit will not be deemed to or will be held in trust for the Client and we may offset any amounts owing to us from the Deposit. If these Terms are terminated prior to completion of a Project or prior to Expiry, we will return the balance of the Deposit to you after deduction of Fees and other amounts owing to us therefrom for Services rendered up to and including the date of termination.

ARTICLE 3– CONFIDENTIALITY AND INTELLECTUAL PROPERTY

3.1 Confidentiality

(a) The Parties will treat all Confidential Information as strictly confidential and will not divulge any such information to any person, except such agents or representatives that have a need to receive such information and where such persons are subject to the same or substantially similar confidentiality obligations respecting the Confidential Information set out in this section 3.1, without the prior written consent of the divulging Party, or as required by law, and in the latter case, only upon the provision of written notice to the divulging Party of any such legal obligation and providing the divulging Party reasonable opportunity to oppose and such disclosure.

(b) For the purposes of this section 3.1, “Confidential Information” includes any legal agreements, certificates, instruments, data trade secrets, software, database, computer program, business plans and financial information, customer data, or any other documents or information pertaining to a Party’s business but excludes information which the other Party had in their possession or was publicly available on or prior to the first day of the Term.

3.2 Intellectual Property

(a) Ownership of Intellectual Property. All right, title and interest in and to any means any Confidential Information copyright works, trade-marks, industrial designs, design rights, inventions (whether patentable or not), unpublished patent applications, inventive ideas, discoveries, innovations, developments, or improvements thereto, the Deliverables, and any other intellectual property rights relating to any of the foregoing, whether registered or non-registered, whether or not reduced to written form or practice, we create or contribute to creation of in providing the Services remain our exclusive property (“Intellectual Property”). You will have no interest in any Intellectual Property notwithstanding that you may have in part conceived, developed, authored, created or contributed to the creation or improvement thereof.

(b) Client IP. For greater certainty Intellectual Property does not include any intellectual property which was owned by you prior to commencement of the Services, was wholly created prior to commencement of providing the Services or which we did not participate in the creation or improvement of regardless of whether such property is used in performance of the Services (“Client IP”).

(d) Grant of License. We grant a non-exclusive, royalty-free, irrevocable, non-sublicensable, non-assignable, non-transferrable, worldwide license to use the Intellectual Property. You grant us a non-exclusive, royalty-free, irrevocable, non-sublicensable, non-assignable, non-transferrable, worldwide license to use the Client IP reasonably required in order for us to provide the Services.

ARTICLE 4– CLIENT COVENANTS

4.1 Client Covenants

You will:

(a) ensure that you have such rights as are legally required in relation to the use of any site upon or in which the Services will be performed (“Sites”) and ensure that we have such access and are provided such materials at the Site as are reasonably required in order to provide the Services, except such materials we will provide in accordance with the Scope of Work;

(b) compensate, engage, schedule and otherwise coordinate with any third-parties, other than third-parties we engage in order to provide the Services, required in order for us to provide the Services;

(d) provide written comments, corrections or requests in a manner sufficient for us to perform the Services, amend any Scope of Work, and make adequate changes to Fees or Timelines as required in order to address such comments, corrections or requests otherwise in accordance with these Terms; and

(e) diligently review each Scope of Work and Deliverable upon receipt.

4.2 Contingent Performance

Our ability to perform the Services in accordance with the Scope of Work, and on the Timelines and in exchange for the Fees specified therein, are contingent upon your performance of the covenants set out in section 4.1.

ARTICLE 5– REPRESENTATIONS AND WARRANTIES

5.1 Client Representations and Warranties

You represent and warrant to us:

(a) each Site is safe and suitable for performance of the Services;

(b) that you have the right, capacity and authorization to enter into these Terms and perform your obligations hereunder; and

(c) that you have such intellectual property rights in and to the Client IP as are required in order to grant us such license, and that granting such license does not breach any legal obligation you owe to any third party respecting such Client IP.

5.2 Signatory Representations and Warranties

The person completing the New Client Form, executing these Terms or otherwise accepting these Terms on your behalf represents and warrants to us that they have sufficient right, capacity and authorization to bind you to these Terms.

5.3 Cassiar Representations and Warranties

We represent and warrant that:

(a) we will provide the Services in a good, professional and workmanlike manner and in accordance with commercially reasonable professional standards for the same or substantially similar services as the Services;

(b) the Services and Deliverables will be the same or substantially similar as set out in the Scope of Work; and

(c) we have such intellectual property rights in and to the Intellectual Property as are reasonably required in order to perform the Services and provide the Deliverables, and that we are not in breach of any legal obligation to any third-party in so performing the Services or providing the Deliverables.

ARTICLE 6– LIABILITY, INDEMNITY AND INSURANCE

6.1 Liability Limitation

The Cassiar Parties’ aggregate maximum liability to the Client Parties for claims or losses of any kind whatsoever, including actions in contract, negligence, tort or any other cause or action whatsoever, is expressly limited to 50% of the Fees payable to us at the time any claim or losses arise.

6.2 Consequential Damages

In no event shall any Cassiar Party be liable to any Client Party for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the Services, even if such Cassiar Party has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

6.3 Indemnity

You indemnify and hold harmless Cassiar and its affiliates and their respective shareholders, directors, officers, employees, agents and other representatives (“Cassiar Parties”) from and against any and all losses caused by, arising from or otherwise relating to any act or omission of yours or your shareholders, directors, officers, employees, contractors, agents or other representatives (“Client Parties”) which constitute a breach of law, breach of these Terms, negligence or willful misconduct, except and to the extent that any such losses are directly cause by our own gross negligence, willful misconduct, breach of law, or breach of these Terms.

6.4 Insurance

Each Party will obtain and keep in force during the Term such commercial general liability insurance in such amounts and with such coverage as a prudent business providing the same or similar services as provided by such Party would obtain, including such insurance as reasonably required in order to insure activities at the Sites, and in any event such coverage will not be less than $2,000,000 per occurrence.

ARTICLE 7 – FORCE MAJEURE

7.1 Force Majeure

Neither Party shall be responsible for any losses or damages to the other occasioned by delays in the performance or non-performance of any a Party’s obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labor or any other cause beyond the reasonable control of the said Party at any time for performance of any services or shall be extended by the period of such delay.

ARTICLE 8 – GENERAL

8.1 Joint and Several Liability

If there is more than one Client party, Clients’ obligations are joint and several.

8.2 All Terms Covenants

Any term herein which requires a party to do or refrain from doing something are covenants. All covenants herein are material terms hereof.

8.3 References

Headings have been inserted herein as a matter of convenience and for reference only, and in no way define, limit, enlarge, modify, explain, or clarify the scope, meaning, content or interpretation of these Terms.

8.4 Extended Meanings

(a) Any word herein used in the singular form may be read in the plural form if it is allowed in the context and a word in the plural form may be read in the singular form if it is allowed in the context, and any word expressed herein in the masculine gender may be read as feminine gender or neutral gender depending on the context.

(b) The words “include”, “includes”, and “including” are to be read as if they are followed by the phrase “without limitation” whether or not such words or phrases are used in conjunction.

(c) Any reference to the end of these Terms includes an ending by expiration, cancellation, termination, surrender, or mutual agreement.

(d) Any covenant of the Client will also bind the Client to ensure compliance herewith of any of its employees, subcontractors, agents, or other representatives under the Client’s direction or control.

(e) Any reference to a statute or law means the statute or law and any regulations made under them as amended, replaced, enacted, or re-enacted from time to time.

(f) Capitalized and uncapitalized terms herein have the meanings given to them herein, including the below:

(i) “Cassiar”, “we”, “us” and “our” refer to Cassiar Film Co., Inc.

(ii) “Client”, “you” and “your” refer to the person identified as the Client in the New Client Form or the person otherwise expressly or impliedly communicated to us as being the contracting party.

(iii) “Parties” means the Client and Cassiar.

(g) Governing Law. The Terms are governed by the laws of British Columbia, Canada, as applicable hereto and the subject matter herein.

(h) Entire Agreement. These Terms and the schedules hereto, which form part of these Terms, form the entire agreement between the Parties respecting the subject matter herein and supersede and revoke any and all previous discussions, negotiations, arrangements, letters of intent, offers to lease or license, and representations, whether written or oral. There are no covenants, agreements, representations, or warranties between the Parties whatsoever other than those set out in these Terms.

(i) Waiver. No condoning, excusing, or overlooking by a Party of any term hereof in such Party’s favour will operate as a waiver of, or otherwise affect the rights of such Party in respect of enforcing such term after such action. No waiver is enforceable unless express and in writing.

(j) Severability. If any part of these Terms is declared or held invalid for any reason, the invalidity of that part will not affect the validity of the remainder of these Terms, which will continue in full force and effect and be construed as if these Terms had been executed without the invalid part. Notwithstanding any rule of law or equity to the contrary, if any part of these Terms is declared or held invalid for any reason, the provision will only be read down, declared or held invalid to the extent of the invalidity.

(k) Survival. If any part of these Terms states that it survives the ending of these Terms, then the survival of that part is only to the extent required for the performance of any obligations to which the term pertains.

(l) Time is of the Essence. Except as expressly set out herein, time is of the essence in this Agreement and will remain so notwithstanding any extension or grant of additional time beyond the timelines set out herein by any Party.

(m) Independent Advice and Opportunity to Review. The Client has had an opportunity to seek and obtain legal advice or has waived their opportunity to obtain legal advice. The Client has reviewed and understands this Agreement.

(n) Notices. Any notice, demand, request or other instrument which may be or is required to be given under these Terms, shall be delivered in person or sent by email, registered mail postage prepaid or by courier or by facsimile and shall be addressed as follows:

If to Cassiar:

Cassiar Film Co., Inc.

Address: 2543 Montrose Avenue #4, Abbotsford, BC V2S 3T4

Phone: (778) 241-0118

Email: hello@cassiar.co

If to the Client, at the address, phone number, email, fax or other contact information provided by the Client in the New Client Form.

Any such notice, demand, request or consent shall be conclusively deemed to have been given or made on the day upon which such notice, demand, request or consent is emailed, hand delivered, or if mailed, then on the third business date following the date of the mailing as the case may be, and either Party may at any time give notice in writing to the other of any change of address of the Party giving such notice and from and after the giving of such notice, the address therein specified shall be deemed to be the address of such party for the giving of notices hereunder, provided that in the case of interruption in the ordinary postal service, any notice, demand, request or consent given hereunder shall by delivered and not mailed.

(o) Amendment. We may amend these Terms from time to time by publishing revisions hereto on our website or by email delivery to you. If you continue to obtain the Services hereunder you will be bound by any such amended Terms on the 30th day after publication or delivery thereof.

(p) Counterparts. To the extent these Terms are accepted by written signature affixed to these Terms, these Terms may be executed in counterparts in the same form and such parts so executed shall together form one original document and be read and construed as if one copy of these Terms had been executed. Execution and delivery of these Terms by email or fax transmission shall constitute legal and binding execution and delivery of these Terms.

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