Applicability. Except as set forth in the Work Order above, these terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Splycehouse, LLC (“Splycehouse”) to the customer named in the Work Order (“Customer”). The accompanying Work Order (the “Work Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, representations and warranties, negotiations, and communications, both written and oral. In the event of any conflict between these Terms and the Work Order, these Terms will govern unless the Work Order expressly states that the terms and conditions of the Work Order will control. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
Services. Splycehouse shall provide the services to Customer as described in the Work Order (the “Services”) pursuant to these Terms.
Performance Dates and Cancellation. Splycehouse shall use reasonable efforts to meet any performance dates specified in the Work Order, acknowledging these dates as estimates only. If Customer cancels or reschedules within 24 hours of scheduled Project dates, Customer shall pay 100% of the agreed fees. For cancellations or rescheduling between 24 hours and five business days' notice, Customer shall pay 50% of the agreed fees. Customer shall reimburse Splycehouse for all non-refundable expenses incurred prior to cancellation or rescheduling.
Customer’s Obligations. Customer shall:
cooperate with Splycehouse in all matters relating to the Services, providing timely access to Customer’s premises or other facilities as reasonably requested by Splycehouse for the performance of the Services;
respond promptly to requests by Splycehouse for direction, materials, information, approvals, authorizations, or decisions reasonably necessary for SplyceHouse to perform the Services, ensuring that such materials or information provided by Customer are complete and accurate in all material respects; and
obtain and maintain all necessary licenses, clearances, and consents, and comply with all applicable laws related to the Services before the commencement date.
Customer’s Acts or Omissions. If Splycehouse’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Splycehouse shall not be deemed in breach of this Agreement or otherwise liable for any costs, charges, or losses incurred by Customer to the extent arising directly or indirectly from such prevention or delay. Customer shall remain responsible for any resulting adjustments to cost or schedule and Splycehouse shall advise Customer of same as soon as reasonably possible.
Change Orders.
If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Splycehouse shall, within a reasonable time after such request, provide a written estimate to Customer of: (i) the likely time required to implement the change; (ii) any necessary variations to the fees and other charges for the Services arising from the change; (iii) the likely effect of the change on the Services; and (iv) any other impact the change might have on the performance of this Agreement.
Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party will be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 27.
Splycehouse shall not make changes to the Services without Customer’s prior written consent, except where such changes are required to meet safety, legal, or compliance obligations. In such cases, Splycehouse shall notify Customer promptly and seek to obtain written confirmation Splycehouse shall advise Customer of same as soon as reasonably possible.
Fees and Expenses; Payment Terms; Late Payments. In consideration of the provision of the Services by Splycehouse and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Work Order. Customer agrees to reimburse Splycehouse for all reasonable and pre-approved travel and out-of-pocket expenses incurred in connection with the performance of the Services. Customer shall pay all invoiced amounts due to Splycehouse in U.S. dollars within 30 days from the date of Splycehouse’s invoice. In the event payments are not received by Splycehouse within 30 days after becoming due, Splycehouse may: (i) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full.
Overtime. All projects that may be performed under a Work Order will be subject to standard overtime fees for projects that exceed a full production day on any day in which a project is carried out. Under Company policy, a “full production day” means not more than 10 hours of work in a given day, and a “half production days” means work not exceeding five hours. For work time exceeding 10 hours but less than 12 hours in a production day, Splycehouse will be entitled to recover 150% of its hourly rates set forth in the Work Order, and any work time exceeding 12 hours will be compensable at 200%.
Taxes. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
Intellectual Property. All intellectual property rights (“Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement, including any items identified as such in the Work Order (collectively, the “Deliverables”) will become the property of Customer upon delivery. Customer hereby grants Splycehouse a license to use all Intellectual Property Rights in the Deliverables on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis. Notwithstanding the foregoing, any other materials prepared by or on behalf of Splycehouse in the course of performing the Services that are not Deliverables—including, without limitation, all project files used in the making of Deliverables (other than unaltered materials provided by Customer)—will be and remain the exclusive property of Splycehouse and shall not be accessed or transferred without Splycehouse’s prior written consent.
Limited Retention Period for Project Files. Nothing herein may be construed to impose any obligation on Splycehouse to retain Customer’s Project files indefinitely (including, without limitation, raw footage), and Splycehouse may delete any project files after two years have elapsed since the Deliverables were delivered to Customer.
Confidential Information. All non-public, confidential, or proprietary information of Splycehouse, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Splycehouse to Customer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential and may not be disclosed or copied by Customer without the prior written consent of Splycehouse. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party. Customer agrees to use the Confidential Information only to make use of the Services and Deliverables. Splycehouse will be entitled to injunctive relief for any violation of this Section.
Representation and Warranty.
Splycehouse represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
The Splycehouse shall not be liable for a breach of the warranty set forth in Section 13(a) unless Customer gives written notice of the defective Services, reasonably described, to Splycehouse within 15 days of the time when Customer discovers or ought to have discovered that the Services were defective.
Subject to Section 13(b), Splycehouse shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate.
The remedies set forth in Section 13(c) will be Customer’s sole and exclusive remedy and Splycehouse’s entire liability for any breach of the limited warranty set forth in Section 13(a).
Disclaimer of Warranties. Except for the warranty set forth in Section 12(a) above, Splycehouse makes no warranty whatsoever with respect to the Services, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
Limitation of Liability.
In no event shall Splycehouse be liable to Customer or to any third party for any loss of use, revenue, or profit; loss of data; diminution in value; or for any consequential, incidental, indirect, exemplary, special, or punitive damages arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise—even if such damages were foreseeable or Splycehouse had been advised of the possibility thereof.
Splycehouse’s aggregate liability arising out of or related to this Agreement shall in no event exceed the total amount actually paid by Customer under the applicable Work Order.
Termination. In addition to any remedies provided under this Agreement, Splycehouse may terminate this Agreement with immediate effect upon written notice to Customer if: (a) Customer fails to pay any amount due under this Agreement and such failure continues for fifteen (15) days after receiving written notice of nonpayment; (b) Customer materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice thereof; or (c) Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or similar proceeding.
Music and Talent Licensing Indemnification. Splycehouse will use commercially reasonable efforts to educate and inform Customer regarding available licensing options, limitations, and usage rights related to talent, music, or third-party content. It is the Customer’s responsibility to communicate any intended paid media use—including but not limited to broadcast, streaming, digital, or social advertising—prior to project completion or distribution. Splycehouse shall not be liable for any misuse or unauthorized use of content in paid media that was not previously disclosed by Customer or for which appropriate licensing was not requested or paid for. Customer agrees to indemnify, defend, and hold harmless Splycehouse, including its officers, directors, employees, agents, and representatives, from any claims, liabilities, damages, losses, costs, expenses, or legal fees (including reasonable attorneys’ fees) arising from: (a) the unauthorized use of talent, music, or any third-party material in paid commercial media without obtaining the necessary rights, permissions, or licenses; or (b) the Customer’s failure to adhere to specified usage terms, including unauthorized extensions, delayed talent or licensing payments, or any other breach of contractual obligations. Unless explicitly stated in the proposal, estimate, or other written agreement, no rights are granted for paid media use of talent, music, or third-party content. Customer assumes responsibility for informing Splycehouse of any intended paid media usage requiring additional rights or clearances and agrees to cover all related costs, penalties, and damages for any non-compliant usage. This indemnification obligation shall survive the termination or expiration of this Agreement.
Waiver. No waiver by Splycehouse of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Splycehouse. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof.
Force Majeure. No party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control (“Force Majeure Event(s)”). The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the time period the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon 10 days’ written notice.
Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Splycehouse, and any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations hereunder.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement may be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule.
Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of Missouri in each case located in St. Louis County, and each party irrevocably submits to the exclusive jurisdiction of such courts.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
Amendment and Modification. This Agreement may only be amended or modified in a writing that specifically states that it amends this Agreement and is duly signed by each party.
Weather Contingency. In the event that scheduled production is delayed, interrupted, or canceled due to adverse weather conditions beyond Splycehouse’s control—including but not limited to rain, snow, high winds, extreme temperatures, or other hazardous conditions—Splycehouse shall not be held liable for any resulting delays, rescheduling, or costs. If such weather conditions require rescheduling, Splycehouse will make reasonable efforts to accommodate an alternative production date in coordination with the Customer. Any additional costs incurred as a result of weather-related delays or rescheduling—including but not limited to crew, equipment, location fees, travel, or other associated expenses—shall be the responsibility of the Customer. Splycehouse agrees to notify Customer as soon as reasonably practicable of any weather-related concerns and will work collaboratively with Customer to determine a safe and practical path forward.
