Zevo Project Agreement & License

October 23, 2018

OVERVIEW

Zevo (zevo.io) is an international video creation website.  Zevo’s customers select pre-animated modules, called scenes, and arrange them according to their script.  Customers can then purchase Zevo’s production service to customize the scenes according to the customer’s script and style choices in order to produce a video.

The Zevo website is free to use.  Cost is incurred once a customer chooses to hire Zevo to produce their visual script.

DEFINITIONS

For the purposes of this agreement, the following terms are defined as such:

  1. “Visual Content” means any type of visual media or portion of visual media that can be considered as intellectual property and includes any and all animated or motion graphic scenes and the parts therein:  design, layouts, incorporated assets, illustrations, icons, images, vectors, graphics, moving images, animations, videos, and computer-generated effects.
  2. “Audio Content” means any type of audio media or portion of audio media that can be considered as intellectual property and includes any and all voiceover, music and sound effects.
  3. “Scene” or “Scenes” refer to any animated or motion graphic modules that serve as templates to be customized by Zevo in order for Zevo to produce videos for its customers.  Scenes include the design, layouts, incorporated assets, illustrations, icons, images, vectors, graphics, moving images, animations, videos, and computer-generated effects.
  4. “Video” or “Videos” refers to the larger work which incorporated multiple scenes and the end product of combining all visual content and audio content and which also includes customized work for Zevo’s customers.
  5. “Customize” or “Customization” refers to the work that Zevo does to customize a scene for the purpose of producing a video for a customer.  The Customization may entail, but is not limited to:  editing, modifying, adding, deleting any part, asset or aspect of the scene as may be requested by the customer or needed, in Zevo’s own discretion, for the video production.
  6. “Voiceover” refers to the audio narration as read by a third-party voice talent.
  7. “Content Creators” refer to individuals who create scenes to be included on the Zevo website and are paid on a royalty basis.
  8. “Contributor” or “Contributors” refer to all designers, illustrators, animators, Content Creators, voice talent, music composers, sound effects artists or anyone who contributes media or services to Zevo.
  9. “You” and “Your” refer to the customer who uses Zevo’s platform, purchases Zevo’s services and licenses Zevo’s royalty-free content.
  10. “We” refers to Zevo.

The following Project Agreement is a legally binding, non-exclusive agreement between you and Zevo which controls and describes the following:

  1. The rights Zevo is granting to you in regard to videos made through the Zevo website and production service.
  2. The payment you agree to make.
  3. The uses you may make of the videos.
  4. Your legal relationship with Zevo.

COPYRIGHT & OWNERSHIP

All ownership and copyrights are as follows:

  1. Scenes marked (in the description area under the scene preview) with the display name of a Content Creator are fully owned by said Content Creator.
  2. Scenes that are not marked with the display name of a Content Creator are fully owned by Zevo.
  3. Voiceovers are owned by individual voice talent.
  4. Music is owned by individual music composers.
  5. Sound effects are owned by a third-party service.
  6. Icons are owned by Zevo.

The owners listed above retain all copyrights to their respective works.  Nothing in this agreement shall constitute any assignment or transfer of said copyrights to you.

You have the option to upload files to be included in the video, such as, but not limited to, logos, illustrations, icons, images, photos, product shots, music, voiceover, sound effects, animations, videos, footage, textures and fonts.  You understand and agree that you must either own the copyright to use any files you upload or you have the license agreement in place that enables you to use such files in a video produced by Zevo in the manner described herein and on the Zevo website.

LICENSING

By purchasing a video through the Zevo website, we hereby grant to you the license to use the video, as a whole, for non-broadcast commercial marketing, promotional, educational, training or personal use.  You may edit the video to create alternate versions of the video to use for the same purposes as described herein.

You may not redistribute, resell, license, sublicense, provide access to, transfer or share any parts of the video, including any visual content, audio content, individual scenes or the video as a whole, except as specifically provided herein.

You may not use any visual content, audio content or video purchased from Zevo in any of the following ways:

    1. pornography
    2. in any illegal activity
    3. in any manner that could be considered defamatory, libelous, or obscene
    4. in any deceptive context, including deceptive advertising or unfair competition
    5. in any manner that infringes upon the intellectual property of any other party
    6. in any way that falsely represents that any content was created by you or any other person other than the copyright owners listed above

All content is royalty-free and “buyout.”  You will not owe Zevo or any of Zevo’s contributors any royalties once you have made full payment of your invoice through the Zevo website.

Voice talent agreements are governed by the online service we use or by individual voice talent if you choose to add the Direct Voice Talent add-on.  We will provide you with the voice talent contract for you to review and agree to prior to purchase.  Some use restrictions may apply.  Please refer to the contract for the voice talent you choose in order to understand their licensing restrictions.

Music, if provided by Zevo, is governed by the standard license of audiojungle.net:  https://audiojungle.net/licenses/terms/music_standard/2.0 which is hereby incorporated into this agreement.

In any part or case where the voice talent contract or the music license agreement disagree with this Project Agreement and License, the voice talent contract and/or the music license agreement will take precedence over this agreement.

PAYMENT

By choosing, through the Zevo website, to hire Zevo to produce a visual script and by selecting the checkbox with the statement, “I agree to the Zevo Project Agreement and License”, you hereby acknowledge and agree to be bound to every part of this agreement, including the following:

  1. You agree to pay the full price for production services as listed on your invoice.
  2. If you cancel the project at any point in time, you agree to pay Zevo for all work that was performed prior to cancellation.  The amount due will be calculated at the rate of $75 per hour.  The cost will not exceed the most recent invoice or revised invoice you agreed to.
  3. You understand and agree to our costs as set forth on our pricing page, which is hereby incorporated in this agreement.
  4. You understand that each scene has a minimum duration and cost assigned to it, based on its animation.  You also understand that if your script duration for any given scene is calculated at less than the scene minimum duration and cost, then the cost for that scene will be the scene minimum cost instead of being calculated base on your script duration.
  5. You understand and agree that all scriptwriting, custom animation, custom style work and artwork preparation are additional costs and are charged at the rate of $75 per hour.
  6. You agree to pay 20% of the full invoice cost upfront, and then to pay the 80% balance due upon completion of the project.  The final full resolution video will be uploaded after full payment has been made and cleared.

PROJECT

You understand and agree that customization of scenes includes changes in color, fonts, background texture or color, onscreen text, and the inclusion of your logos, icons and images. Customization does not include changing the core animation of scenes in any way.

For revisions or custom work, one (1) work hour is included for every minute of finished video and is prorated.  You understand that any requests for revisions or any other service we provide which exceed this time will incur additional costs.  We will always inform you of any additional costs prior to doing the work in order to get your approval.

Any artwork preparation that is needed for files that you upload, such as, but not limited to, file conversions, Photoshop cutouts, coloring, touchups, or separation of Illustrator layers in order to prepare for animation, will incur additional costs for the time involved.

Basic sound effects are added at no additional cost and include any that are vital for clarity (e.g., a mouse button click).  Full sound effects can be added as a custom request.

You understand that, unless you choose to add the Direct Voice Talent add-on, we hire voice talent through online voice talent services such as voicebunny.com.   We are, therefore, limited by these services.  For example, availability of voice talent is subject to change.  We cannot guarantee that certain voice talent will be available for your project.  There is no direct contact with the voice talent other than sending directions via email, through the online service.  You cannot be involved with the recording session via phone patch.  Auditions and pickups are not included in the cost.

With our voiceover service, one round of revisions is included free. Revisions mean any changes that do not deviate from the original request, such as if the talent did not enunciate accurately or read in the requested tone.

DELIVERY

We will make every effort to produce your video within the current production times listed on our website.  You understand and agree that time for you to make approvals at each phase of production (style frames, voiceover, music, storyboard, and animation/edit) is not included in the current production times.  Approval times are out of our control and, therefore, we cannot guarantee a specific delivery date.  We will, however, always work with you and do whatever we can to meet your deadline.

COMMUNICATION

You understand and agree that, unless you choose the Premium service or to add the Phone Support add-on, that all communication is via email.  As such, please be sure to keep your email address in your profile up-to-date.

INFORMATION & ACCOUNTS

When you register for an account, you agree to the Zevo Privacy Policy, and that you are providing true information, including, but not limited to, your full name, email address, company name and company website.

Zevo has the right to refuse to establish an account to anyone for any reason.

Zevo has the right to close any existing account and terminate this agreement for any reason, including, without limitation, breach of this agreement, any breach of any other agreement you have with Zevo, violation of any third party rights, fraud, intellectual property infringement, or for convenience.

If your account is terminated for any reason, this agreement will remain in full force and effect for any and all videos you purchased from Zevo prior to account termination.

REFUNDS

We are not obligated to offer refunds of any kind.  However, Zevo will, at its own discretion, offer refunds in a fair and reasonable context.

REPRESENTATIONS AND WARRANTIES

You represent and warrant all of the following:

  1. you are at least 18 years of age;
  2. you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
  3. you are under no legal disability or contractual restriction that prevents you from entering into this agreement.

Zevo represents and warrants all of the following:

  1. Zevo has the full right, power and authority to enter into this agreement and to fully perform all of its obligations hereunder;
  2. Zevo is under no legal disability or contractual restriction that prevents it from entering into this agreement.

Zevo makes no warranties with respect to the visual content, audio content, scenes, videos or customizations.  You accept all visual content, audio content and video you receive “as is.”  Zevo does not warrant that the visual content, audio content, video or website will be uninterrupted and/or without error.  You agree that the risk as to the performance and quality of any visual content, audio content, video or website is entirely with you.

INDEMNIFICATION

Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees and disbursements, which arise from any alleged breach of such indemnifying party's representations and warranties made under this agreement, or any obligation under this agreement. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this agreement.

When indemnification is sought due to a legal claim by a third party, the indemnified party shall:

  1. promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under this agreement, unless the failure to notify causes material prejudice to the indemnifying party; and
  2. give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to the indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense.

MISCELLANEOUS

This agreement shall be binding on any successors of the parties.

You do not have the right to assign your interests in this agreement to any other party, unless the prior written consent of Zevo is obtained.

This agreement shall be governed by the laws of the State of California. Any legal action or proceeding concerning the validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of California in the County of Ventura or of the United States of America, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.

If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.  This agreement shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.

You agree that Zevo will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the use of the Zevo website, the use or purchase of any visual content, audio content or video obtained from Zevo, or the termination of your account.

Zevo reserves the right to modify this agreement at any time.  Please refer to this agreement at the time of purchase.

The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.

If you breach any of the terms of this agreement or any other agreement with Zevo, Zevo shall have the right, in addition to Zevo's other rights at law and/or equity, to terminate your account, without further notice.

You understand and agree that this agreement is entered into solely for the mutual benefit of you and Zevo and that no benefits, rights, duties, or obligations are intended by this agreement for the benefit of any third parties.

By making a purchase through the Zevo website, you verify that your country of residence is the same as the country listed on your billing address.

By any purchase made through the Zevo website, you agree to be bound by this agreement, and Zevo's Terms of Service and Zevo's Privacy Policy, both of which are deemed incorporated herein by this reference.

Effective as of October 23, 2018