This agreement governs the use by you and your authorized employees, agents, affiliates and/or contractors (collectively, "the Client") of the Custom Content Services from Canadian Press Enterprises, Inc. ("the Company"). If you have received a quotation via email, an order form or other written documentation from the Company setting forth scope of work, pricing and other terms (your “Quote”), these terms and conditions are incorporated therein by reference. These terms and conditions, and your Quote (if any), shall also be collectively referred to as this “Agreement.” Any references to your Quote shall only apply to you so long as you have a Quote from the Company.
1.1 Content Services: Subject to the terms of this Agreement, the Company agrees to provide the Services set out in the Quote that will produce the Custom Content set out in the Quote.
2.1 Intellectual Property: The Company hereby assigns exclusively to the Client all rights in perpetuity, including copyright, in relation to the Custom Content created by the Company for the Client. For the avoidance of doubt, although the Custom Content created by the Company for the Client is the sole intellectual property of the Client, the Company does not provide any property or model releases for the Custom Content, and such releases are the Client’s responsibility.
2.2 Company’s Portfolio: The Client hereby permits the Company to use Client’s trademarks solely for display in Company’s portfolio of customers in the Company’s marketing and promotion of its services. The Client hereby grants to the Company and its affiliates a non-assignable, non-transferable, royalty-free and non-exclusive licence and right of use for all or a portion of the Custom Content solely for display in Company’s portfolio of work for the marketing, promotion, and selling of Company’s content creation and editing services. For the avoidance of doubt, the Company is not authorized to make any other use of the Custom Content without the express written consent of the Client other than as set out in this Agreement.
3.1 Payment: In consideration of the Services provided and the Custom Content produced, the Client will pay fees invoiced by the Company. The fees may differ from the Quote, which is for estimation purposes and is not a guarantee of cost for services. Actual costs may reasonably change once the job elements are finalized. The Company will notify the Client of changes in costs prior to them being incurred.
3.2 Term: This Agreement shall commence upon the date the Client accepts this Agreement, and shall remain in effect until the Company has performed all Services agreed to in the Quote, the duration of which is the “Term”, unless terminated in accordance with the provisions of this Agreement.
3.3 Termination: The Client can cancel this Agreement, without cause, upon written notice to the Company. In the event of cancellation with less than 48 hours notice before the job's expected arrival time or start date, the Client will pay cancellation fees of $200.00 CAD plus tax per photographer and $500.00 CAD plus tax per videographer.
4.1 Representations and Warranties:
(i) Each party represents and warrants to the other party that it has the power and authority to enter into this Agreement.
(ii) The Company warrants that it will provide the Services in a manner consistent with generally accepted industry standards.
(iii) The Client represents and warrants that it has all the necessary rights in and to any content and trademarks it provides to the Company to use in connection with the Custom Content and that it has obtained all necessary waivers or releases in relation thereto.
4.2 Indemnification by Client: The Client will defend, indemnify, save and hold harmless the Company and its officers, directors, agents, affiliates, distributors and employees from any and all third party claims, demands, liabilities, actions or legal proceedings, including reasonable attorneys' fees, relating to the creation or distribution of the Custom Content.
4.3 Limitation of Liability of Company: The Company shall not be liable to Client for any special, indirect, incidental or consequential damages, whether based on contract, tort or any other legal authority including, but not limited to, losses or liabilities for loss of business profits, business interruption, or other pecuniary loss, arising out of the performance by the Company of this Agreement or the failure of the Company to meet its obligations under the terms of this Agreement. The Company’s entire liability and the Client’s sole remedy for all damages arising hereunder shall be limited to direct damages suffered by the Client which shall not, in any event, exceed the amount paid by the Client pursuant to this Agreement.
5.1 Governing Laws: This Agreement shall be governed by, subject to and interpreted in accordance with the laws of the Province of Ontario and the parties agree that the court of the Province of Ontario shall have the exclusive jurisdiction in the event of any dispute arising under this Agreement.
The parties have executed this Agreement upon the Client's submission of this form.