Terms + Conditions

The Client (hereinafter “You”), agree to the following Terms and Conditions by hiring the Collective Pitch, LLC, a Wyoming limited liability company (“Company”) for the purposes described herein.  The Company’s performance of work for You is conditioned on your acceptance of the terms, conditions, and notices contained herein without modification.

AGREEMENT

You agree to the following:

1. Term.

The terms and conditions contained herein shall be for the period of time required for the Company to perform all requested Services for Your Project and specified by You on the Proposal form (the “Term”). 

2. Services to be Provided by the Company.

You will provide a description of work that You would like the Company to perform (hereinafter “Services”) and an overall description of Your Project in the Proposal. The Company will then source the Talent required to complete the Services and Project, in its sole discretion, and charge You pursuant to the Rate Sheet. Talent is defined as individuals or companies that perform the services required for your Project. You are obligated to provide any and all briefing documents including, but not limited to, notes, agency decks, briefs, animatics, storyboards, scripts, video conferences, and/or recorded calls necessary for the Talent to complete the Project.

The Talent will supply all professional equipment, devices, and supplies necessary or desirable to undertake and complete the Services.

3. Payment Terms. Net Terms 30 days.

If payment is not made within 45 days from date of invoice, a late fee of 2% of the outstanding amount due will be assessed per month until the entire amount (originally invoice + penalties) are paid in full. No foreign checks are accepted. United States – check or ACH payment accepted only. For payment from all other countries, You must agree upon payment method with Company in advance, in writing. A 50% credit card deposit may be required prior to Project start date.

4. Payment Collections.

If payment remains outstanding, Company will make three (3) written demands for payment before taking other action. The next step of escalation is to reach out the advertising agency, director, or other known partners (including the brand’s marketing department) to begin the collections process by including them in the process of creating an insurance claim against the advertising agency’s bond or suing You through civil proceedings in the United States.

5. Booking Day Definition.

A “Booking Day” is defined as a 10 hour workday for the Talent. A maximum of 1 hours of a Booking Day may flow into any other day, but any additional required time must be booked in advance. The Talent will advise You regarding additional time needed to complete the Project in advance of performing the additional required Services. A new Proposal must be submitted by You to request the same Talent but availability is not guaranteed. Company may decline additional Services subject to Talent availability.

6. Relationship between the Parties.

The status of the Company during the Term of the Project with You is that of an independent contractor. Nothing contained herein shall constitute a partnership or joint venture between You and the Company.

7. Indemnification.

Talent agrees to indemnify and hold You and Your respective agents and employees harmless from and against any loss or claim Talent may sustain, including reasonable attorney’s fees, as a result of Talent’s negligent, defective, or substandard work or performance of Services including trademark or copyright infringement.

8. Talent Grant of Rights.

1. Talent as Writer.

For all written work created by Talent for the Project, Talent hereby irrevocably assigns to You any and all rights, title, and interest it has in the Project to You in perpetuity, including any copyright rights. All written work used in the Project shall be deemed to be work made for hire pursuant to United States Copyright Laws.

1. Talent as Visual Researcher or Designer.

It is understood by You, the Company, and Talent that Talent may use creative materials that it does not own in the creation of the Project and therefore cannot assign any rights in those creative materials it does not own. Therefore, Talent hereby irrevocably assigns to You, to the greatest extent possible, any rights, title, or interest it has in the Project to You in perpetuity but does not warrant that all materials used can be assigned.

Talent agrees to execute any document reasonably required by You to evidence or effectuate Your rights to the Project.

9. Company Grant of Rights.

Company hereby irrevocably assigns to You any and all rights, title, and interest it has in the Project to You in perpetuity, including any copyright rights.

10. Client Grant of Rights.

You, the Client, hereby grant the Company and the Talent the right to use the Project in whole, truncated, or anonymous form for the purposes of marketing or portfolio use.

11. Talent’s Name.

The Talent’s actual identity shall not be requested by You at any time. You agree that you are prohibited from requesting Talent’s identifying information such as real name, alternate email from the email assigned for the Project, website, Facebook, Instagram, or any other information which may reveal the true identity of the Talent.

12. Talent Use of Client Intellectual Property.

You hereby grant and allow the Talent the right to use Your intellectual property that is necessary to complete the Project. Talent shall not use Your intellectual property for any uses other than the creation of the Project, however, Talent shall be allowed to display the Project (which may include Your intellectual property) as a part of a personal portfolio unless otherwise prohibited in writing.

13. Completion of Project.

The Company will hire Talent based on Your Proposal. Services will be rendered to You pursuant to the Rate Sheet included in the Proposal. In the event that You request additional services beyond what is initially included in the Proposal, Talent shall update the cost of the Project with Company within 24 hours from receipt of additional Services request by You.

Talent agrees to dedicate its full attention and abilities to the Project upon receipt. The Project, as delivered to You, shall be full and complete in substance and in form and shall conform to the Purchase Order. Should Talent fail for any reason whatsoever to complete or to deliver any component of the Project within the time and in the manner herein specified, You may, at Your election, terminate and cancel the Project, in which event You shall release and discharge the Talent from any further obligations subject to the terms of paragraph 23. You shall be responsible for all Services rendered until the day and time of termination.

14. Non-Solicitation of Talent.

You acknowledge, agree, and warrant that You shall not solicit (directly or indirectly) the services of the Talent with the intention of soliciting Services from the Talent that compete with the Services provided by the Company. You agree that during the Term, and any subsequent extension of the Term, and for a period of one (1) year after termination of the Term, You will not directly or indirectly: (i) induce the Talent to perform Services for You or a related entity; (ii) canvass, solicit, or accept any business relationship with the Talent; (iii) directly or indirectly disclose to any other person, firm, or corporation the names or addresses of the Talent. This non-solicitation clause shall survive termination of the Term.

15. Identity of Talent.

The identity of the Talent shall not be disclosed to You during the Term of this Agreement, nor during the one (1) year non-solicitation period set forth in paragraph 14. The Talent will be issued an email address that must be used during the Term of the Project for all related communication. You are prohibited from using any other email of the Talent during the Term of this Project. In addition, the Company will assign the Talent a pseudonym that must be used during the Term of this Project. You must use that pseudonym whenever communicating with the Talent and shall not solicit the Talent’s true identity.

16. Notices.

Except as may be specifically stated elsewhere, any notice required or permitted to be delivered shall be mailed, emailed, or sent by direct messenger to the following addresses:

Company:       

The Collective Pitch

30 N Gould St., STE 12221

Sheridan, WY 82801

+1-310-400-6787

info@thecollectivepitch.com

With a copy to:

David DeFazio

DeFazio Law Office

P.O. Box 4877

172 Center Street, Suite 203

Jackson, WY 83001

+1-307 733-5965

david@defaziolaw.com

Notices under this paragraph shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail, return receipt requested, or email, to the address of the Company as set forth above in this paragraph 16.

17. Severability.

If any term of this Terms and Conditions document, or the application of such term to a person or circumstances, shall to any extent be declared invalid or unenforceable, the remainder of these terms and conditions, or the application of such term to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby and each remaining term or condition shall remain valid and enforceable to the fullest extent permitted by law.

18. Authority to Act in Representative Capacity.

You represent and warrant that You are authorized, and have actual authority, to enter into a contract with the Company.

19. Entire Agreement.

These terms and conditions are included in the entire agreement between You and the Company and supersede and replace all prior agreements, negotiations, or understandings, written or oral in regard to the subject matter herein. Any prior negotiations, correspondence, or understandings relative to the subject matter herein shall be deemed to be merged into this Agreement and shall be of no further force or effect. 

20. Assignment by Client.

You may assign the Project and may freely sell, convey, assign, transfer, license, deliver, grant, in whole or in part, any and all of the rights, title, properties, and interests acquired by You herein and all rights herein shall inure to Your successors and assigns.

21. Choice of Law & Forum, Attorney’s Fees.

You agree that you are contracting with the Company subject to the exclusive laws of the State of Wyoming, and the validity, construction, breach, performance, and operation of these terms and conditions shall be governed by the laws of the State of Wyoming applicable to contracts made and to be performed in the State of Wyoming.  All actions brought to enforce these terms and conditions, or any associated provision(s), shall be brought in Teton County in the State Court system of Wyoming, Ninth Judicial District, Teton County, Wyoming. You hereby submit Yourself to the personal jurisdiction of the State of Wyoming and waive any objection that such courts are an inconvenient forum.

In the event that Company brings suit to enforce or interpret these Terms and Conditions, or brings suit for damages on account of any breach between Company and You, if You are the non-prevailing party, You shall be responsible for all reasonable attorney’s fees incurred by the Company as a result of legal action (whether through mediation, negotiation, trial, or appeal) and You shall pay any and all costs and expenses incurred by the Company in establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees, and prejudgment and post-judgment interest at a rate of 10% per annum.

22. No Waiver or Modification without Writing.

No waiver of any breach or default by Company of any provision or part of this these terms and Conditions shall be considered to be a waiver of any other breach or default.  A modification of any provision contained herein, or any other amendment to these terms and conditions, shall be effective only if the modification or amendment is in writing and is signed by You and Company.

23. Termination, Refund Policy, No Cancellation Within 12 Hours of Booking Day.

You may not cancel the Project within 12 hours in advance of a scheduled Booking Day. There shall be no refunds or reassignment unless Project is cancelled at least 12hrs prior to the scheduled Project Booking Day. Refunds will only apply to unworked Booking Days that have been terminated with proper notice. You may not terminate during the Term of the Project. You are obligated to contact Company to inform them if the Project is not going as You envision and Company, in its sole discretion, may reassign the Project. After notice of termination is sent, all scheduled and pending Services (as defined below) shall be stopped by the Company.

24. Acknowledgement; Valid and Enforceable Contract.

You warrant that You agree to these terms and conditions knowingly, voluntarily, and represented by counsel of Your own choosing (or You were given the opportunity to consult counsel of Your own choosing and chose not to do so, knowing that You would be bound by these terms and conditions if You signed it without consulting any counsel) with full knowledge and understanding of these terms and conditions and their binding legal effect.  You agree that you are bound by these terms and conditions. 

You hereby agree to all of the Terms and Conditions included herein and agree to be bound by them and You agree to pay all financial amounts due pursuant to the Proposal.