These Terms and Conditions (“Terms”) govern the Services to be provided by Goulder Presents, LLC d/b/a Orbit Listing (“Company”) to the client detailed on the Order Form (“Client”) and are incorporated into all contracts, agreements, arrangements, transactions, and dealings between the parties. By agreeing to these Terms, the Client consents to the following:

  1. Scope of Services. Company will furnish to Client the services (“Services”) detailed on the online order form (“Order Form”). Any change to the Services or fees detailed in the Order Form must be made by mutual, written agreement executed by both parties (“Change Order”) detailing any modifications to the original scope of Services and/or the fees and costs, as applicable. Any Change Order so executed will amend the Order Form and be incorporated into these Terms.
  2. Payment. Client agrees to pay Company for the Services in accordance with the payment set forth on the Order Form. If Client fails to make all payments due prior to the scheduled beginning of performance of the Services, outstanding amounts will be subject to a late fees and interest as allowed by law and Client will be liable for all Company’s cost of collection. Any failure to make timely payment in full will be a material breach of these Terms giving Company the right to suspend or cancel all Services and take any other commercially reasonable action.
  3. Cancellation. If Client cancels or reschedules the Services 24 hours or more prior to the scheduled beginning of performance of the Services, Company will refund Client’s payment in full. If Client cancels or reschedules the Services less than 24 hours prior to the scheduled beginning of performance of the Services, a cancellation fee of 15% of the total amount detailed on the Order Form will be deducted from the refund of Client’s payment. Company retains the right to reschedule due to circumstances beyond Company’s control including, but not limited to, travel delays, equipment malfunction, illness, and weather. There will be no penalty for Client’s request to reschedule due to poor weather conditions if agreed upon by Company, such agreement not to be unreasonably withheld.
  4. Rush Orders. Client is required to submit the Order Form at least 48 hours prior to requested beginning of performance of the Services. A Rush Order is required if Client requests Company to perform services within 48 hours of adoption of these Terms. Rush Orders will require a 15%surcharge on the total amount detailed on Order Form. Company may but does not guarantee it will accommodate a Rush Order.
  5. Indemnification by Client. Client agrees to and does hereby indemnify, defend, save, and hold harmless Company, its owners, managers, officers, directors, agents, employees, independent contractors, successors, and assigns (collectively, the “Company Parties”), from and against any and all losses, claims, demands, damages, liabilities, costs, and expenses, including reasonable attorney’s fees and costs, related to Client’s actions, representations, or omissions in connection with the Services or these Terms and the breach thereof, other than due to the gross negligence or intentional misconduct of Company.
  6. Service Provider Independence. Company agrees to use its best efforts to perform the Services at times mutually agreed upon by the parties, subject to Client’s provision of materials and services reasonably requested by Company. Company agrees to keep Client reasonably informed as to the progress of its performance of the Services, upon Client’s request. Notwithstanding Client’s requested changes, edits, or modifications to the Rough Cut (as described below), Company will retain control of all decisions related to the aesthetic effects, creation, and direction of the Services, regardless of any opinions, input, or feedback provided by the Client.
  7. Subcontracting. Company reserves the right to sub-contract any Services that Company has agreed to perform for the Client in Company’s sole discretion.
  8. Work Product. All rights in and to the products of the provision of the Services hereunder including, without limitation, film, edits, outtakes, images, production, effects, and other materials related thereto, in any form, format, or media, and all copyrights therein (collectively, and together with the Final Product (as defined below), the “Work Product”) will be the sole and exclusive property of Company. No rights in or to the Work Product are transferred to Client hereby except as otherwise specifically detailed herein. Notwithstanding the provision of the License (as defined below), Client hereby acknowledges and agrees that Company will retain all rights in and to the Work Product, worldwide, in perpetuity. Company may watermark or otherwise designate ownership of the Work Product and has the unrestricted right to use the Work Product for Company’s advertising, marketing, or commercial purposes.
  9. Delivery. On or before the date indicated on the Order Form and following receipt of payment, Company will deliver to Client a rough cut of the video production contracted for hereunder (“Rough Cut”) in an industry standard format reasonably selected by Company. Client will thereafter review the Rough Cut and provide all of Client’s requested changes, edits, and modifications to Company in writing no later than 24 hours after delivery of Rough Cut. Within three days following receipt of Client’s requested edits, changes, and modifications, Company will deliver to Client a fully-edited video production (“Final Product”) in the same or similar format. Client acknowledges and agrees that any delay in providing Company with requested changes, edits, and modifications to the Rough Cut may delay Company’s provision of the Services and delivery of the Final Product. If Client does not provide any changes, edits, or modifications within 14 days following submission of the Rough Cut then the Rough Cut will be the Final Product. Any changes, edits, or modifications Client requests to the Final Product and/or any additional edits or footage requested by Client will be subject to additional fees as detailed by Company in each instance.
  10. Social Media. Client grants Company the right to use and publish the Work Product, as well as Client’s name, logo, likeness, and social media tags, in any media, currently known or unknown, for Company marketing and to promote the Services.
  11. License. Company hereby grants to Client a perpetual, worldwide, royalty-free license to use and exploit the Final Product solely for the purposes of Client’s primary business activities (“License”). The License will not grant Client any ownership rights in or to the Final Product nor any Work Product and Client will not resell, repurpose, or sublicense any of its rights hereunder. The License will be of no force or effect unless and until Company receives payment in full.
  12. Access. Client hereby grants Company unlimited and unrestricted access to all property, including ingress and egress, Company deems necessary to properly complete the provision of the Services, as determined by Company in its reasonable discretion. Client hereby guarantees that all such property will be free of unusual or unexpected hazards and that Client will take all actions necessary to ensure Company’s safe and secure access to the aforementioned property. Client or Client’s representative may be present during the performance of the Services at the property, but must not at any time obstruct or inhibit the performance of the Services by Company. All property features, including fireplaces, will be operated solely by Client and Client will be solely responsible for all results thereof.
  13. Limitation of Liability. NEITHER COMPANY NOR THE COMPANY PARTIES WILL BE LIABLE FOR ANY DAMAGES OF ANY NATURE FOR ANY INJURY, DAMAGE, OR DEATH TO PERSON OR PROPERTY, LOST OR IMPUTED PROFITS OR REVENUES, OR OTHER DETRIMENT RELATED TO THE SERVICES OR THESE TERMS, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS, OR DAMAGE. AS BETWEEN COMPANY AND CLIENT, CLIENT IS SOLELY AND EXCLUSIVELY LIABLE FOR ANY THIRD-PARTY CLAIMS RELATED TO THE SERVICES OR THESE TERMS UNLESS DUE TO THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF CLIENT. CLIENT’S EXCLUSIVE REMEDIES FOR ANY AND ALL CLAIMS RELATED TO THE SERVICES OR THESE TERMS WILL BE LIMITED TO DAMAGES IN AN AMOUNT EQUAL TO THE TOTAL PAYMENTS MADE BY CLIENT TO COMPANY PURSUANT TO THESE TERMS.
  14. Representations and Warranties. Agreement to these Terms, and binding legal obligations consistent with all the terms and conditions herein, is signified by clicking to agree on Company’s website. Client hereby represents and warrants that Client possess all rights necessary to agree to these Terms including, without limitation, all rights to engage Company to perform the Services and rights to the property that is the subject of the Services, and that Client, or the individual agreeing to these Terms on behalf of Client, has the power to bind Client to all the terms and conditions herein. Client agrees to these Terms on behalf of Client and the owner of the property that is the subject of the Services. Client will provide any and all Client deliverables detailed in the Order Form promptly following Client’s adoption of these Terms. Company hereby represents and warrants that Company possesses all rights necessary to adopt and be bound by these Terms.
  15. Force Majeure. Company will not be liable for any failure to meet its obligations or performance in connection with the Services if such failure to perform is the result of any act of God, riot, war, civil unrest, earthquake, weather, restraint by any legislative body or regulatory agency, mechanical, electrical, or communications failure, or other unexpected event beyond Company’s reasonable control (each a “Force Majeure Event”). Any Force Majeure Event which delays Company’s performance of the Services will result in a corresponding delay in Company’s obligation to perform. If the Services are delayed for such a period of time so as to render performance unreasonable or unnecessary, Company retains the right to terminate and cancel the Services.
  16. No Third Party Beneficiaries. The terms, representations, warranties, and agreements of the parties set forth in these Terms are not intended for, nor will they be for the benefit of or enforceable by, any person or entity that is not a party to these Terms.
  17. Independent Contractor. Company is at all times an independent contractor hereunder. Nothing in these Terms constitutes Company as the agent, partner, or employee of Client. Nothing in these Terms will restrict Company from performing any other work for any third party. Company will be responsible for paying any taxes and/or withholdings with respect to Company’s compensation hereunder. Client will not: (a) require Company to work exclusively for Client; (b) establish a quality standard for Company (except to provide specifications regarding the Services but not overseeing the performance of the Services or instructing Company as to how the Services will be performed); (c) pay Company a salary or hourly wage; (d) terminate these Terms unless Company violates their terms or fails to provide Services that meet the specifications of the Terms; (e) provide training for Company; (f) provide tools or benefits to Company; (g) dictate the time of performance of the Services (except that a schedule may be established); (h) pay any owner of Company personally instead of paying Company’s entity; or (i) combine its business with Company’s business.
  18. Attorneys’ Fees. If any legal action is instituted in connection with these Terms or the performance of the Services, the party prevailing in such action will due its reasonable costs in connection with such action, including consultants’ and attorneys’ fees and costs.
  19. Entire Agreement and Amendments. These Terms (together with the Order Form) constitute the entire agreement between Company and Client with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, oral or in writing, express or implied, between Company and Client regarding said subject matter. No amendment, change, or modification of these Terms will be valid unless in writing signed by the parties hereto.
  20. Miscellaneous. These Terms will be governed by the laws of the State of Colorado and the parties submit to the exclusive jurisdiction of the courts in Denver, Colorado. All attachments to these Terms are made part of and incorporated into these Terms. No term or provision hereof will be deemed waived unless such waiver is in writing signed and dated by the party claimed to have waived. If any portion of these Terms is deemed legally invalid or unenforceable, that portion will be severed, and the rest of these Terms will remain in full force and effect. Any use of “including” in these Terms means without limitation. Although these Terms may have been prepared by one or the other of the parties, these Terms will be construed equally as to each party. Each party has had the time and opportunity to consult legal counsel of its choice regarding these Terms or has voluntarily chosen not to do so.