Each engagement begins with a Statement of Work ("SOW") that names Client, describes the deliverables, sets the price and term, and references this MSA by version. That version governs the Initial Term; after the Initial Term, New Versions in Section 3 says which version applies. By signing a SOW, whether by hand, by typed name on a web form, or by email reply containing the phrase "I AGREE" alongside signer's full legal name, title, and business name. Client accepts this MSA as of the date of that SOW. The SOW controls project-specific terms; this MSA controls everything else. If a SOW and this MSA conflict, the SOW wins only where it expressly overrides a specific section of this MSA.
Studio will provide the services and deliverables described in the SOW. Studio may reasonably adjust creative approach, shot selection, equipment, edit style, and delivery format so long as the deliverables substantially meet the SOW. Studio is engaged as an independent contractor; nothing in this Agreement creates an employer, joint-venture, partnership, or agency relationship.
Subcontractors. Studio may engage subcontractors (including additional camera operators, editors, drone pilots, sound engineers, or designers) to perform portions of the services, provided that Studio remains responsible to Client for the services as a whole and ensures that each subcontractor is bound by written confidentiality and intellectual-property obligations no less protective than those in this Agreement.
The Agreement begins on the SOW's start date and runs for the term stated in the SOW (the "Initial Term"), during which the monthly rate is fixed. Either party may terminate on thirty (30) days' written notice at any time, including during the Initial Term, as further described in Section 14. At the end of the Initial Term, the Agreement automatically renews month-to-month at the same monthly rate unless either party gives written notice of non-renewal at least thirty (30) days before the Initial Term ends.
New Versions. Studio publishes this MSA in numbered versions at brightvalleymedia.com/legal/msa/. The version the SOW names governs the Initial Term. Each month-to-month period after the Initial Term runs under the most recent version Studio has published, provided Studio gave Client notice of that version under Section 21, with a link to it and a summary of what changed, at least thirty (30) days before the first monthly period it is to apply to. A new version applies only to monthly periods that begin after that notice period ends. It does not change a month already begun, the SOW, the monthly rate, or anything done under an earlier version, including a shoot already released under Section 7. Instead of continuing under the new version, Client may end the Agreement at the end of any monthly period that begins before the new version applies, by email notice to Studio sent within those thirty (30) days, with no early termination fee; the heightened notice in Section 21 does not apply to that notice. Continuing into a monthly period to which a new version applies is Client's acceptance of it, and no signature or amendment under Section 23 is needed. The parties agreed to this paragraph when they signed the SOW, and it is part of the consideration for the Agreement. A SOW override of this Section does not displace this paragraph unless the override names it.
Client will pay the fees stated in the SOW on the schedule stated in the SOW. Unless the SOW states otherwise, each monthly payment covers one calendar month of service. The first payment is due on the SOW's signing date and covers the next calendar month (or, if Client signs on the 1st, that same month). Each later payment is due on the 1st of the month it covers. A monthly payment is earned for the month it covers whether or not Client books that month's shoot (see Monthly Shoots in Section 7).
All recurring engagements must be paid by auto-pay via Studio's payment processor (currently Stripe). Client authorizes Studio to charge the payment method on file for each scheduled payment, for any approved additional services, and for any late fees or declined-payment fees permitted under this MSA. ACH is preferred; card is accepted.
Fees are stated in U.S. dollars, exclusive of any applicable sales, use, or similar taxes, which Client is responsible for if assessed.
If a scheduled payment fails or is declined, Studio will attempt to re-charge the payment method. If payment remains unresolved more than ten (10) days after the due date, Studio may (a) charge a late fee equal to five percent (5%) of the overdue amount, and (b) suspend ongoing services (including scheduled shoots, edits, posting, and platform access) until the account is current. After thirty (30) days of unresolved non-payment, Studio may terminate the Agreement for cause under Section 14 and retain all fees already paid.
Client acknowledges that Studio's services are creative, bespoke, and rendered progressively over time under a workflow that may include Studio posting or publishing deliverables directly to Client's social media accounts, websites, or other platforms as an agreed part of the engagement. Client therefore waives any right to dispute an authorized payment as a chargeback with its card issuer or bank for any reason other than unauthorized use of the payment method itself, including for a month in which Client did not book its Monthly Shoot under Section 7. If Client initiates a chargeback in breach of this section, Client agrees to pay Studio's reasonable costs of responding to that chargeback, including a minimum administrative fee of $350 per chargeback incident, in addition to any underlying amount owed.
Studio will coordinate shoot dates, locations, and turnaround after the SOW is signed and the first payment clears; in a recurring engagement Client books each month's shoot as set out under Monthly Shoots below. Client agrees to cooperate in scheduling so deliverables can be completed in the fewest shoots practical. If Client's delays, cancellations, or failure to provide timely access, approvals, or materials cause Studio to incur additional travel, setup, or teardown, Studio may bill Client at $250/hour for the additional time, with written notice specifying the hours and total charge given before the charge is made and, where the additional time is foreseeable, at least forty-eight (48) hours before it is incurred.
Monthly Shoots. This paragraph and the six that follow apply where the SOW includes one or more shoots for each month (each a "Monthly Shoot"). Each Monthly Shoot belongs to a calendar month (its "Shoot Month"), even where the SOW bills on a different cycle. Client's monthly payment buys Studio's reserved capacity for that month and the month's services as a whole, not a particular date; Studio plans its calendar and crew around each Client's shoot and cannot resell a month once it has passed.
Booking. Client books each Monthly Shoot through the client app Studio provides, or by a date Studio confirms in writing (text or email counts), on a weekday within Studio's regular hours. Booking for a Shoot Month opens on a date in the prior month that Studio announces in the app; for Client's first Shoot Month, it opens when the first payment clears. A shoot is "booked" when the app shows the date confirmed or Studio confirms it in writing. A Saturday, evening, or early-morning shoot is booked only when Studio approves the request; Studio may decline it or quote an added charge, and will say so before confirming. A request Client makes before the Booking Deadline keeps the deadline open while it waits on Studio.
Reminders and the Booking Deadline. Studio will remind Client by app notification and by text while booking is open. If nothing is booked on or after the first day of the Shoot Month, Studio will call Client at the number on file and, if there is no answer, leave a voicemail (or, if it cannot, send the same message by text and email). If Client has not booked by the end of the third (3rd) Business Day after that call (the "Booking Deadline"), or, for Client's first Shoot Month, by the later of that day and the tenth (10th) day after the first payment clears, that Monthly Shoot is released: Studio no longer owes it, it does not carry over, and the payment covering that month is not reduced or refunded (where the SOW bills on another cycle, that is the payment whose service period includes the first day of the Shoot Month). Deliverables that depend on a released shoot are not owed for that month; the rest of the SOW's services continue. Studio will tell Client by text or email when a shoot is released. A reply from Client that does not result in a booking by the Booking Deadline does not extend it. Studio may extend a Booking Deadline, or schedule a released shoot, in writing at its discretion; doing so does not waive this paragraph for any other month. If Client books or asks to book by the Booking Deadline and Studio cannot offer any date in the Shoot Month, that shoot carries over to the following month.
Changes by Client. After booking, Client may move a shoot to another available date in the same Shoot Month at no charge by telling Studio at least seventy-two (72) hours before the start time. With less notice, or if Client is not ready when Studio arrives, Studio may bill the travel, setup, and teardown time it incurred at the rate in this Section, and the shoot keeps its Shoot Month: Client may rebook it only if Studio has a date left in that month.
Changes by Studio. If Studio must cancel or move a booked shoot (including for illness, equipment failure, weather that prevents an outdoor shoot, or an event under Section 18), Studio will offer another date in the same Shoot Month and, if none works for both parties, that shoot carries over to the following month. A cancellation by Studio never releases a shoot.
Suspension. No Monthly Shoot is owed for a month in which services are suspended under Section 5, and a suspension does not move the Booking Deadline.
Scheduling Communications. Client consents to receive booking notifications, texts, calls, and voicemails about scheduling at the mobile number and in the app Client provides, will keep them current, and agrees that a message sent to the number or app on file is received even if Client has changed them. These communications are not notices under Section 21. Studio's records of what it sent and when are evidence that it was sent.
Each deliverable includes one (1) round of revisions unless the SOW states otherwise. Additional revisions are billed at $75 per round per deliverable. "Revision" means targeted edits (cuts, text, music, pacing); it does not include full re-shoots, re-scripts, or creative redesigns, which are separate engagements priced by SOW amendment.
Client retains the right to approve or reject deliverables. Studio retains discretion over craft (equipment, lighting, framing, audio approach, edit style, and technical execution) within the creative direction set by the SOW and Client's reasonable feedback during revisions.
Copyright. Studio owns the copyright in every deliverable, in the raw footage, and in all other materials Studio creates under this Agreement. No deliverable is a "work made for hire," and nothing in this Agreement assigns copyright to Client, except by a separate written assignment under the Copyright Buyout paragraph below.
Client's License. Upon Client's full payment of the fees attributable to a deliverable, Studio grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, distribute, publicly display, and publicly perform the finished, delivered deliverable, and to make edits, crops, captions, translations, and shorter versions of it, for any lawful purpose of Client's business, in any medium now known or later developed, subject to the Music and Stock paragraph below. The license is irrevocable, except as stated in this paragraph for a reversed payment. Client may let its employees, agents, contractors, and advertising and publishing platforms exercise this license on Client's behalf. Client may not sell, sublicense, or transfer a deliverable as a standalone work, except together with a sale or transfer of Client's business. Until full payment, Client may view and review drafts but may not publish them. In a recurring engagement, the fees attributable to a deliverable are the monthly payment that covers, under Section 4, the month in which Studio filmed it (or, if it contains no footage or photos, created it), unless the SOW states otherwise. A deliverable filmed before the first covered month is covered by the first payment. If a payment is later reversed or charged back, the license in the deliverables that payment covered is suspended until the amount is paid again, and while it is suspended Client will stop using those deliverables, including by removing published copies Client controls. This license survives the expiration or termination of this Agreement and any SOW. "Delivered" means the final approved file, in the format specified in the SOW, transmitted to Client.
Copyright Buyout. On Client's request, Studio may agree to assign to Client the copyright in specific finished deliverables. A buyout takes effect only by a separate written agreement, signed by both parties, that names the deliverables and any fee.
Studio Retained Rights. In addition to the copyright, Studio retains all right, title, and interest in: (a) Studio's pre-existing tools, templates, presets, LUTs, scripts, frameworks, and methodologies; (b) raw, unused, or unapproved footage, audio, and photo takes (Studio may keep these for archival purposes or delete them at its discretion); (c) behind-the-scenes footage, stills, and making-of content Studio creates alongside the engagement; and (d) Studio's own copyrights in the software and systems used to produce the deliverables. Nothing delivered to Client includes a license to Studio's underlying tools or templates. Studio will not sell or license any deliverable, raw footage, outtake, or unused material depicting Client, Client's employees, Client's customers, Client's premises, or Client's trademarks to any third party, or publish it except as allowed under Portfolio Use below, and such material remains subject to the confidentiality obligations of Section 11.
Portfolio Use. Studio may use the finished deliverables, and the behind-the-scenes footage, stills, and making-of content Studio creates alongside the engagement, and Client grants Studio a perpetual, royalty-free, non-exclusive license to use Client's name, trademarks, and logo alongside them, for Studio's own marketing, portfolio, and case-study purposes, including on Studio's website, social media, reels, printed portfolio, and sales decks. Behind-the-scenes material will not show Client's Confidential Information or anything Client asked Studio to keep off camera. On Client's written request identifying a specific deliverable or behind-the-scenes item, Studio will remove it from new marketing uses within thirty (30) days (existing printed or cached uses excluded).
Third-Party Materials. Client represents that any materials Client provides to Studio (logos, photos, footage, music, names, likenesses) Client either owns or has the right to use, and grants Studio the right to incorporate those materials into the deliverables.
Music and Stock. Music, stock footage, and other third-party material in a deliverable are licensed to Studio by their providers, and Client's License covers that material only as far as Studio's license from the provider allows. Unless the SOW expressly includes custom-licensed music, Studio's deliverables will use commercially licensed or royalty-free tracks under Studio's licenses, which generally permit Client to use the deliverable on Client's owned and operated social channels and website but may not cover paid advertising, broadcast, or sync to new media. Before using a deliverable outside those channels, Client will ask Studio whether its music is cleared for that use. Studio will answer in writing and, where it is not cleared, will offer to replace the music with a track that is, or to remove it.
Releases. Client is solely responsible for obtaining written likeness releases from any individuals who appear in deliverables (including employees, contractors, customers, invitees, and, with parental or guardian consent, minors), and written location releases for any premises Client does not own. Each release must cover both Client's use of the deliverables and Studio's Portfolio Use. If a person's release does not cover Portfolio Use, Client will tell Studio in writing, and Studio will keep that person out of its Portfolio Use. Studio may require copies of executed releases before a shoot and may modify, postpone, or decline a shoot if required releases are not provided. Client indemnifies Studio under Section 17 for any claim arising from missing, defective, or revoked releases related to Client-provided subjects or locations.
Each party agrees to keep confidential any non-public business, strategic, operational, or financial information the other party shares in connection with the services ("Confidential Information"). Neither party will use Confidential Information except to perform under this Agreement, and will protect it with the same care it uses for its own confidential information (but no less than reasonable care). This obligation survives termination indefinitely for trade secrets and for three (3) years for all other Confidential Information. Studio may disclose that Client is a client of Studio and may describe the services in general terms for marketing purposes under Portfolio Use in Section 10.
Permitted Disclosures. A party may disclose Confidential Information (a) to its legal, accounting, tax, or financial advisors under a professional or contractual duty of confidentiality; (b) as required by applicable law, subpoena, or court order, provided that (where legally permitted) the receiving party gives prompt notice to the disclosing party so the disclosing party may seek a protective order; or (c) to a bona fide potential acquirer, investor, or financing party under a written confidentiality agreement covering the disclosed information.
Return or Destruction. Upon termination of this Agreement, each party shall promptly return or destroy the other party's Confidential Information in its possession or control, except for (a) copies retained in automatic or archival backups that are not routinely accessed and will be purged under normal retention schedules, and (b) information a party is required to retain by law. Information retained under this Section remains subject to the confidentiality obligations of this Section for as long as it is retained.
Studio may record video and phone calls with Client for quality, training, and internal documentation purposes. By signing the SOW, Client and Client's representatives acting on Client's behalf affirmatively consent to being recorded during calls with Studio, as expressly acknowledged in the SOW's signing acknowledgments. Studio will not publicly distribute identifiable call recordings without Client's written consent, except that Studio may use de-identified excerpts, anonymized quotes, or aggregated results (e.g., "our average client sees X") in marketing.
Each party represents that it has full authority to enter this Agreement and that doing so does not breach any other obligation. Studio represents that the deliverables will be Studio's original work or properly licensed, and that Studio will perform the services with reasonable professional skill and care. Except as expressly stated in this Section, Studio disclaims all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
For Convenience. Either party may terminate the Agreement for convenience at any time on thirty (30) days' written notice to the other party. Client is responsible for fees through the notice period. If Client terminates for convenience before completing the sixth (6th) monthly payment of the Initial Term, Client additionally owes an early termination fee equal to one (1) month's rate, invoiced and due with the final payment. The SOW may waive or modify this early termination fee.
For Cause. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure within fifteen (15) days of written notice of the breach. Non-payment beyond thirty (30) days under Section 5 is a material breach.
Effect of Termination. Termination does not relieve Client of payment obligations for services already rendered or fees already accrued. Upon termination, Studio will deliver any completed, paid-for deliverables not yet transmitted to Client. Content created but not yet delivered, and any content on Client-owned accounts where Studio was posting on Client's behalf, may be removed by Studio for any unpaid portion. Sections 4 through 6, 10 through 13, and 15 through 24 survive termination.
To the maximum extent permitted by law, Studio's total aggregate liability under or related to this Agreement will not exceed the total fees paid by Client to Studio in the twelve (12) months preceding the event giving rise to liability. Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost revenue, or loss of business opportunity, regardless of the theory of liability, even if advised of the possibility. These limits apply to all claims in the aggregate and will not be multiplied by the number of incidents or claimants.
Carveouts. The limitations in this Section do not apply to (a) a party's gross negligence, willful misconduct, or fraud; (b) amounts owed under the indemnification in Section 17; (c) a party's breach of the confidentiality obligations in Section 11; or (d) Client's payment obligations under this Agreement.
Studio is not liable if Client's social media accounts, websites, ad accounts, or business profiles are disabled, restricted, shadow-banned, rate-limited, or banned by any third-party platform, or if a platform rejects specific content. Client, as the account holder, is responsible for platform appeals. Studio will reasonably assist with appeals upon request.
Client will defend and indemnify Studio against any third-party claim arising from (a) materials Client provides (logos, footage, names, likenesses, trademarks, third-party IP), (b) Client's products, services, or business operations depicted in the deliverables, (c) Client's use of the deliverables outside the license scope in Section 10, (d) missing, defective, or revoked talent or location releases related to Client-provided subjects or locations, or (e) Client's breach of its representations in this Agreement. Studio will defend and indemnify Client against any third-party claim that the finished deliverables, as delivered by Studio and used within the license granted, infringe a third party's copyright, subject to the liability cap in Section 15.
Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") shall (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of the claim, (b) give the Indemnifying Party sole control of the defense and any settlement, provided that the Indemnifying Party may not settle in a manner that admits fault on the Indemnified Party's behalf or imposes non-monetary obligations on the Indemnified Party without the Indemnified Party's written consent, and (c) reasonably cooperate in the defense at the Indemnifying Party's expense. Failure to promptly notify reduces indemnification only to the extent the Indemnifying Party is actually prejudiced by the delay.
Neither party is liable for delay or failure to perform (other than a payment obligation for services already rendered) caused by events beyond its reasonable control, including acts of God, fire, flood, hurricane, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, supply-chain disruption, internet or utility outages, or government action. The affected party will notify the other within a reasonable time. A Monthly Shoot prevented by such an event is handled under Changes by Studio in Section 7. If the event continues for more than sixty (60) days, either party may terminate with no liability for the delayed performance.
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The exclusive venue for any dispute arising out of or related to this Agreement is the state or federal courts located in Volusia County, Florida, and each party consents to personal jurisdiction there.
Before filing suit (except for injunctive relief or collection of undisputed amounts), the parties will attempt in good faith to resolve the dispute through informal negotiation for at least fifteen (15) days, and if unresolved, through non-binding mediation with a mediator mutually chosen in Volusia County for at least one (1) session. Each party bears its own costs for negotiation and splits mediator fees equally.
The prevailing party in any legal proceeding related to this Agreement is entitled to recover its reasonable attorneys' fees and costs.
EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL CONCERNING THIS WAIVER AND ENTERS INTO IT WITH FULL UNDERSTANDING OF ITS MEANING AND CONSEQUENCES.
The parties consent to conducting this Agreement electronically under the federal Electronic Signatures in Global and National Commerce Act (ESIGN) and the Florida Uniform Electronic Transaction Act (UETA). Any of the following constitute a valid signature by Client: (a) a typed name submitted through Studio's signing webpage together with a clicked confirmation button; (b) an email reply from Client's business email address containing the phrase "I AGREE" together with Client's full legal name, title, and business name; or (c) a scanned or drawn signature image on a PDF of the SOW. Studio records signature metadata (IP address, timestamp, user agent, PDF hash, and the signing method used) and attaches a signature certificate to the executed SOW.
Written notices must be sent by email to the addresses listed in the SOW, or to any subsequently notified address. Email notice is effective one business day after transmission absent a bounce. Scheduling communications under Section 7 are not notices under this Section and may be sent as that Section describes. Studio's notice address is contact@brightvalleymedia.com.
Heightened Notice for Termination, Breach, or Legal Proceedings. Any notice of termination, notice of material breach, or any notice initiating or relating to legal proceedings must additionally be sent either (a) by United States certified mail, return receipt requested, or (b) by a recognized overnight courier with tracking, to the other party's business address listed in the SOW (or any subsequently notified address). Such notice is effective on the earlier of delivery or three (3) business days after mailing.
Neither party may assign this Agreement without the other party's written consent, except that Studio may assign to a successor entity in connection with a reorganization, merger, or sale of all or substantially all of its business. Any attempted assignment in violation of this Section is void.
Entire Agreement. The MSA plus the SOW are the entire agreement between the parties on this subject matter and supersede all prior agreements, proposals, and representations, written or oral.
Amendments. Amendments must be in writing and signed by both parties (email confirmations counting as "writing" for amendments under $500 in scope). A new version of this MSA taking effect under New Versions in Section 3 is not an amendment and needs no signature.
Severability. If any provision is held unenforceable, the remainder stays in effect and the unenforceable provision is reformed to the minimum extent necessary.
Waiver. A party's failure to enforce any provision is not a waiver of that provision or any other.
Counterparts; Electronic Delivery. The SOW may be signed in counterparts, each of which is an original and together form one agreement. Signatures delivered by PDF, electronic signature service, scanned image, or other reliable electronic means have the same force and effect as original ink signatures.
Press and Public Announcements. Neither party will issue press releases or make public announcements concerning this Agreement, its terms, or the other party's non-public business matters without the other party's prior written consent. This Section does not limit Studio's use of finished deliverables, Client's name, or Client's trademarks under Portfolio Use in Section 10, nor does it limit either party's disclosures required by law.
No Third-Party Beneficiaries. This Agreement is for the benefit of Studio and Client only.
Business Days and Time. "Business Day" means Monday through Friday other than United States federal holidays. Times and dates in this Agreement are Eastern Time.
Headings. Section headings are for convenience and do not affect interpretation.