1.1 In these terms and conditions of business (“Terms”), the defined terms set forth below will have the following meanings:
“Agreement” means the Bid or Quote (as applicable), these Terms and any Services Contract.
“Bid” or “Quote” means an accepted bid, quote or proposal for Services presented by Company to Client in respect of Services, in writing (e.g., by email or otherwise) or verbally.
“Client” means the person, firm, company or other entity who has engaged or instructed Company to carry out the Services.
“Client Materials” means any goods, products and materials in whatever form such as scripts, storyboards, product props, production notes, digital assets, digital shots, backplates, stock footage, fonts, process plates and stills, marketing materials, music, talent, creative guidance/supervision provided or made available by Client to Company for use in connection with this Agreement, including all IP Rights in the same, and all related clearances, and including any dailies, master, sound or video tapes, visual images or sound held in any media, including any film negative prints, tapes, computer discs, hard disks, drives and devices intended to store any of the foregoing.
“Company” means Streamland Media LLC or any of its affiliates referenced herein or identified in any Agreement, including: (a) Picture Shop; (b) Ghost VFX; (c) Formosa Group; and (d) Picture Head.
“Company IP” means all IP Rights in and to: (a) Company’s (or its affiliates’) underlying mechanical or electronic devices, source or object code or application software, look-up tables, project files, image device transfers, engines, subroutines, data, files, development tools and utilities, processes, know how, research and development, technologies and generic or stock elements (including library models and background assets that are not recognizable or otherwise identifiable as assets created in connection with the Works) not provided by the Client, including all IP Rights in the foregoing, which were used to create the Works or developed in furtherance of providing the Services in connection with this Agreement; (b) any other materials, in whatever form (including documents, information, sound files, original prints and images, data and software), which were in existence prior to the parties entering into this Agreement or developed independently of this Agreement; and (c) any subsequent modification thereto or enhancement thereof.
“Confidential Information” means such information of or about a party (or its affiliates) made available to the other in the course of Company’s performance of the Services or otherwise relating to this Agreement or the Works including any information or materials concerning the business or financial affairs of a party or services provided by them, including computer programs, software, processes, know how, designs, drawings and data incorporated in or inherent in the Works, financial data, pricing, negotiations and contracts, and security protocols, tools and practices. Failure to mark any of information as confidential or proprietary does not affect its status as Confidential Information under the terms of this Agreement.
“Embedded Company IP” means Company IP that is embedded by Company in the Works as delivered to Client.
“IP Rights” means all present and future rights in intellectual property (whether registered or unregistered) including (without limitation) patents, copyright (including rights in computer software), design rights, moral rights, trademarks, service marks, trade secrets, trade or business names, domain names, formulae and processes, know-how, database rights, rights in trade dress or getup, rights in goodwill, unfair competition rights, topography rights, rights in confidential information (including trade secrets) and other proprietary knowledge and information, together with all applications, renewals and extensions for the same, anywhere in the world.
“Leased Equipment” means any equipment (including any parts thereof and all accessories, manuals and instructions provided therewith) which Company lends or rents to Client, whether in conjunction with other Service or as an individual Service.
“Services” means the services to be provided by Company for Client pursuant to this Agreement and including: (a) Works arising out of the Services; and (b) the use of any Company Leased Equipment or any Company facilities or premises pursuant to any Agreement.
“Services Contract” means a subsequent contract for Services signed by an authorized representative of the Client and Company.
“Specifications” the specifications which the parties agree in writing in the Bid and/or Services Contract, or subsequently by way of Change Order, apply to Services, including any technical specification for delivery.
“Taxes” means any withholding, sales, use, property, value added, customs, duties, tariffs, imposts, manufacturing, processing, stamp, exhibition and any other duty or taxes of a similar nature imposed by any foreign, federal, state, provincial, municipal or other governmental authority applicable for the Services, Leased Equipment and Works or otherwise required by law to be deducted from any payment therefor by Client to Company, excluding taxes based on Company’s income or profit.
“Works” means the final products and materials specifically ordered by Client and created, developed and produced by Company for Client pursuant to this Agreement (excluding any Company IP).
1.2 Headings in the Terms are for ease of reference and do not affect their interpretation. The words “include” and “including” will not be construed restrictively. Any reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.