Terms of SERVICE

1. Definitions

In these Terms and Conditions, the words ‘Parasol Media LLC’, ‘Parasol’, 'Parasol Video' ,‘we’, ‘us’, ‘our’, and ‘ours’ refer to Parasol Media LLC, a US registered limited liability company with a registered address at 339 Crownover Way, Lewis Center, OH 43035, USA. Client, Customer, and User, hereafter referred to as ‘Client’ as well as the words ‘you’, ‘your’, and ‘yours’ refer to the party and any person or organization acting on their behalf who engages Parasol Media to carry out work to produce the Service or visits Parasol Media’s website. Project, Production, Goods, Content, Service hereafter referred to as ‘Service’ refers to the end product, video, (including pre-recorded videos provided by Client and edited and/or streamed by us and/or live stream recordings performed by Parasol Media at the direction of Client) article, podcast, tv episode, or other product or service which is produced, prepared, developed, or delivered by Parasol Media in connection with the Services outlined in the Proposal. Proposal and the Terms and Conditions attached hereto and signed by the Parties, hereafter referred to as ‘Agreement’, refer to the agreement between Parasol Media and the Client. Third-Party refers to any company, organization, or person not affiliated with or controlled by Parasol Media or the Client. Footage means the raw camera files from a filming day.
Client, Customer, and User, hereafter referred to as ‘Client’ as well as the words ‘you’, ‘your’, and ‘yours’ refer to the party and any person or organization acting on their behalf who engages Parasol Media to carry out work to produce the Service or visits Parasol Media’s website.
Project, Production, Goods, Content, Service hereafter referred to as ‘Service’ refers to the end product, video, (including pre-recorded videos provided by Client and edited and/or streamed by us and/or live stream recordings performed by Parasol Media at the direction of Client) article, podcast, tv episode, or other product or service which is produced, prepared, developed, or delivered by Parasol Media in connection with the Services outlined in the Proposal.
‍Proposal and the Terms and Conditions attached hereto and signed by the Parties, hereafter referred to as ‘Agreement’, refer to the agreement between Parasol Media and the Client.
Third-Party refers to any company, organization, or person not affiliated with or controlled by Parasol Media or the Client.
Footage means the raw camera files from a filming day.

2. General Terms

These Terms and Conditions apply to all photographic, video, and associated audio products created by Parasol Media, including all moving and still images and sound recordings of whatever form and include any other Services identified in the Agreement.
By signing this agreement, the Client accepts and agrees to be bound by these Terms and Conditions in full.
These Terms, together with the Proposal attached hereto, constitute the entire Agreement between Parasol Media and the Client unless otherwise varied by mutual consent in written form. If no Proposal has been provided, these terms alone constitute the entire agreement between Parasol Media and the Client.

3. Proposals / Quotations

All Proposals are valid for twenty-eight (28) days from the issue unless otherwise stated.
Parasol Media will start the Project after the Client has accepted and signed this agreement.
By accepting and signing the Agreement, the Client agrees to the scope and pricing outlined in the Proposal and these Terms and Conditions in full.
If a Project requires additional outputs or a change in the content described in the Proposal, this is treated as a contract change and must be confirmed by the Client in writing. At this stage, Parasol Media will advise of any additional costs.
Parasol Media will not commence work on the Project until the Client has confirmed acceptance of this Proposal by signing this Agreement.

4. Costs and Expenses

The Proposal provided by Parasol Media is an estimate of costs. Sometimes additional expenses are incurred. Whilst we make every effort to keep within the Proposal, items like travel and subsistence can vary, especially when booked a few days before a video shoot or when extra equipment is required. In any event, Parasol Media will provide prompt notice to Client of any material cost overages.
Costs will be dependent on the resources required, including time spent by the Parasol Media team and production crew on pre-production, production, and post-production.
Changes to editing requirements from the original brief or agreed Proposal may result in additional charges. Parasol Media will inform the Client in writing if this is the case.
Our Proposal includes one round of changes to an edited video as standard unless otherwise agreed. Further changes will normally incur more cost.
Unless otherwise specified, our proposals exclude any VAT (Value Added Tax) or Sales Tax.
Parasol Media reserves the right to charge for any ongoing and additional work which is beyond the scope of the Proposal. Such additional work and any associated charges must be submitted to the Client for review and approval.

5. Payment Terms

Parasol Media requires 50% of the costs outlined in the Proposal, or as agreed otherwise, as a deposit.
The deposit invoice must be paid within 14-days from receipt of invoice and will be issued upon acceptance and signing of this Proposal to secure dates needed and before the Project commences.
The remaining 50% of the Service will be invoiced by Parasol Media within 3-days after the date of your event.
Unless otherwise agreed in writing, the due date for payment of Parasol Media invoices for the remaining balance is 14-days from receipt of invoice.
We accept ACH transfers. Our banking details are on the invoice. We accept payment in $USD. Any banking or currency transfer charges are the responsibility of the Client. Please ensure that our invoice(s) are paid in full.
If there is any unused budget that has already been invoiced for and paid, Parasol Media LLC will issue client a refund for the remaining amount.
We reserve the right to charge a late payment fee and interest at 1.5%/month for each additional 30 day period overdue if the Client does not pay our Invoices on the Invoice due date.

6. Termination

If the Project has been confirmed and is then postponed or canceled, the Client agrees to pay Parasol Media 50% of the Proposal fee. In the event of postponement or cancellation, Client will receive a full credit to use towards a rescheduled event within twelve (12) months.
Any expenses incurred up until that time, such as pre-production time, booked flights, train travel, and accommodation, will also be charged to the Client if they are not already specified and covered within the Proposal.
- The Client becomes insolvent or subject to bankruptcy proceedings.
- The client fails to pay another invoice owing to Parasol Media on time.
- The reputation of Parasol Media or anyone connected with Parasol Media could be damaged, provided, however, that the Client will receive a refund of fees paid in the event of termination pursuant to this subclause.
- The Client or any organization affiliated with the Client treat our staff in a manner we consider to be threatening, abusive, or harmful in any way.
Either party may terminate this contract immediately on notice if the other party is in material breach of its obligations under these terms and conditions. The client agrees that they will be liable for costs incurred up to and including the date of termination, and prepaid fees will be refunded. Parasol Media agrees to transfer to the Client any Content that has been completed once payment has been received.

7. Workflow & Service

Any Proposal requiring Parasol Media to work to specific deadlines provided within the written agreement will be deemed to include a proviso that the Clients will make themselves reasonably available to communicate with Parasol Media, it’s staff or agents, as necessary and will uphold any turnaround times needed to review pre-production documents and edits which are agreed at the outset.
The Client agrees to provide Parasol Media with a minimum of 7 days' notice for filming.
The Client agrees to provide Parasol Media with a schedule of the filming day(s) at least 7 days before the event so that the Parasol Media crew can plan their equipment and scheduling effectively. If this is not provided, Parasol Media cannot be held responsible for not filming things that the Client wanted on the filming day.
A standard filming day is a maximum of 8 hours of crew time. Where additional hours working are required, these must be agreed upon between the Client and Parasol Media, and a fee agreed.
- A half event day is a maximum of 4 hours of crew time.
- A full event day is a maximum of 8 hours of crew time.
- It is at the discretion of the Parasol Media producer to decide which is best for your production in accordance with the Client brief.
- Where appropriate, we recommend overnight stays to bring the crew and equipment nearer to the shoot location for the filming day (for hybrid events).
- Where a travel day is required to get to a filming location (for hybrid events), this is charged at 50% of the normal rate for the Parasol Media crew member.
- Any unforeseen additional filming time, which is not Parasol Media’s responsibility (overtime), will be charged at a multiple of 1.5x the normal Parasol Media crew member’s daily rate pro-rata per hour.
A Parasol Media Proposal will clearly explain the estimated equipment costs, including what is included in the camera operator’s standard day rate.
Parasol Media reserves the right to assign or subcontract any or all of the rights and obligations under these terms and conditions without the Client’s further consent, provided, however, Parasol Media shall be responsible and liable for the acts and omissions of any assignees or subcontractors. Parasol will promptly notify the Client in writing of any assignment or subcontracting of any or all of the rights and obligations hereunder.
Unless otherwise specified, videos will be produced with technical specifications suitable for online distribution via websites and video platforms, including YouTube and LinkedIn. If you have specific distribution requirements, such as plans to distribute on Netflix or a cinema premiere, please make Parasol Media aware of this at the outset of the project.

8. Health & Safety and Insurance

Parasol Media carries limited liability insurance. Our documents are available on request.
The Client agrees to indemnify Parasol Media for any claims arising from negligence by the Client or its affiliates on a Client site or at a location that they have arranged, including but not limited to events, festivals, or office locations.
The Client is responsible for the Parasol Media crew’s safety at their premises or at a location they have arranged to film at. The Client agrees that they have a duty of care to the Parasol Media crew.
If the Parasol Media crew acting reasonably consider a location to be too dangerous to film, the Client agrees to accept this decision and to re-arrange the video shoot and or filming location. The decision will be made by the Parasol Media producer in coordination with the Client’s designated point of contact.
From time-to-time, particularly for aerial work (drones, etc.), the weather may postpone or prevent filming. Any resulting increase in costs or cancelation of the filming day will be discussed and agreed upon with the Client.
It is a good idea to do a site visit before a filming day. The Client agrees to arrange this with Parasol Media where appropriate. Where a site visit is not arranged, which then leads to an increase in costs and/or changes to the schedule on the filming day due to unforeseen issues, these will be discussed and agreed upon with the Client.

9. Amendments

The Proposal states the number of amendments to the Product of Service. For the avoidance of doubt, if a number is not stated Parasol Media will make two rounds of changes before advising on additional charges to the Client.
Amendments are changes within the scope of the original Proposal. Any work deemed outside that scope will be chargeable in addition to the price stated in the Proposal.
After a stage in the production of the service has been signed off, Parasol Media will move on to the next stage of the production. Any changes to the previous stage after a sign-off by the Client will be chargeable.
Voiceovers are normally priced per word. Changes to a voiceover recording incur additional costs and are not included in our amendment policy.

10. Delivery

The Service shall be delivered to the Client in accordance with the Proposal agreed at the outset of the project.
On delivery of the final service, any technical issues (such as export/rendering glitches, audio levels, or color correction) encountered by the Client will be corrected free of charge by Parasol Media at our discretion.
Parasol Media will correct any issues with the delivered Service upon notification of such issue by the Client. Once complete Service sign-off has been received from the Client in writing, and the final Service was delivered, any changes to the Service beyond that point will be subject to a fee.
Where Parasol Media delivers a final Product or Service, and no sign-off is received, then after a period of 30 days after delivery, the Client agrees that this constitutes acceptance of the final Product or Service and Client sign-off. Reasonable extensions may be requested by either party.
Footage – if applicable, will be provided to the Client after the virtual event. Parasol Media will inform the Client if there will be a charge, at which point the Client is responsible for transferring any additional funds before any footage is released. For the avoidance of doubt, this does not include Parasol Media edit or production files. These remain the intellectual property of Parasol Media. Footage retained by us will be treated as confidential information.
Parasol Media will not use the Footage for promotional purposes such as within a showreel without express permission from the Client.

11. Storage Policy

If a Client takes all Footage (or copies of all footage and material) away from Parasol Media, then it is deemed that the responsibility and safeguarding of the material have been fully passed on to the Client, and the Client indemnifies Parasol Media against any loss incurred through the deletion or corruption of the Footage.
Where Parasol Media has the Footage, we will back it up safely as quickly as possible to our storage system.
Where Parasol Media has the Footage, we will back it up safely as quickly as possible to our storage system.
After this time, your footage will be deleted, so it’s important to let us know if you think you will need it for the following year, for example, for an annual event.
Requests for Footage after the Project has been delivered normally incur an archive retrieval fee of $500. This is for our time finding the content and providing access.

12. Copyright & Ownership

In consideration of, and subject to, the final payment of full fees due to Parasol Media LLC by the customer, Parasol Media hereby assigns to the Client with full title guarantee all the present and future copyright and other intellectual property rights howsoever arising in the Content. Parasol Media may request a non-exclusive royalty-free license to the Content for Parasol's promotional use with written consent from the Client.
Parasol Media reserves the right to watermark all or any preview or completed videos until the total Invoice is paid in full – at which point, a clean version will be released to the Client.
Electronic project files (for editing, motion graphics, and other associated audio and visual works) remain the property of Parasol Media. Copies of Footage may be requested by the Client for an additional fee.

13. Usage License

Where the Client provides material to us for inclusion in any project, including but not limited to logos, images, trademarks, footage, and audio, the relevant permission must be obtained be the Client in advance from the original copyright holder. By accepting these terms and conditions, the Client hereby indemnifies Parasol Media against any claims, disputes, expenses, or similar that arise from a Third Party for Client breaching any copyright laws or pre-existing terms and conditions attributed to the material.
Once the Client publishes the Service into the public domain, it is assumed to be acceptable by the Client (unless otherwise stated by the Client) for any talent that features in the Service (including but not limited to voiceover artists, contributors, actors, and presenters) to use and publicize their appearance in your service for the purpose of the talent’s own showreel and marketing use (in whole or part use).
The client agrees to indemnify Parasol Media of any responsibility if the use of original footage results in legal action from a third party.

14. Data Protection

Parasol Media will hold confidential, refrain from the unauthorized disclosure of, and take reasonable measures to protect (including, at a minimum, those measures it takes to protect its own confidential information of a similar nature, but not less than reasonable care) the confidential information of the Client. Confidential information will include all information disclosed in writing, verbally, or otherwise, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, including prerecorded videos provided by Client or any customer, prospective customer, and/or event attendee lists that Parasol Media may have access to in providing the Service (if applicable). The receiving party shall restrict the possession, knowledge, and use of confidential information to its directors, officers, employees, contractors, professional advisors, and affiliates who have a reasonable “need to know” the confidential information in connection with performance of the Services.
Parasol Media will keep confidential all communications from the Client, except where disclosure is required by the Law or regulation, provided that, to the extent practicable in the circumstances, the disclosing party is in each case given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same to the owner of such Confidential Information.
Parasol Media will maintain measures and procedures as are reasonably practicable to provide for the safe custody of the Confidential Information.
Parasol Media will maintain measures and procedures as are reasonably practicable to provide for the safe custody of the Confidential Information.
Parasol Media will comply with all applicable Data Protection Legislation, which shall be defined as (i) the General Data Protection Regulation 2016/679 and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time in the US and then (ii) any successor legislation to the Data Protection Legislation.

15. Confidentiality

Any confidential or proprietary information which is acquired by Parasol Media from a Client will not be used or disclosed to any Third Party except when required to do so by law.
The Client shall keep confidential any methodologies and technology used by Parasol Media to supply the Service(s).
Access to the Clients systems, including but not limited to services, software, hardware, and cloud storage, will be treated in the strictest confidence, and access will only be granted to team members that are directly involved with your Project.

16. Liability

Parasol Media cannot be held liable to any party for any errors on any medium after the Client has agreed in writing that the content of the delivered Service is correct and accurate and should be posted, published, or broadcast.
FORCE MAJEURE. Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.
During the continuance of such a contingency, the Client may, by written notice to Parasol Media, elect to terminate the contract and only pay for work completed and materials and shall be entitled to a refund in respect of Services not completed.
Parasol Media cannot be held liable for loss or damage caused as a result of third party action or failure, except to the extent caused by Parasol Media or its agents, representatives, employees, or contractors.
Nothing in this agreement limits or excludes Parasol Media’s liability for:
- Death or personal injury caused by its negligence
- Fraud or fraudulent misrepresentation
- Breach of the terms or any other liability which cannot be limited or excluded by applicable law, or
- A violation of applicable law.
- Subject to the previous clause, neither party shall be liable to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
  - loss of profits;
  - loss of sales or business;
  - loss of agreements or contracts;
  - loss of anticipated savings;
  - loss of or damage to goodwill;
  - loss of use or corruption of software, data, or information;
  - any indirect or consequential loss.
Subject to the previous two clauses, each party's total aggregate liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement or any collateral contract, shall not exceed the total amount of fees paid by the Client under this Agreement in the 12 months prior to which the relevant claim arose.
Save where expressly provided, all conditions, warranties, or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.

17. Severance

If a court or jurisdiction holds any provision of these Terms and Conditions (whether in part or whole) to be illegal or unenforceable, the parties shall agree to amend the relevant provision as shall be necessary to ensure its application and the remaining provisions of the contract shall remain in full force and effect.

18. Performance of Services

Perform the Services with the highest level of care, skill, and diligence in accordance with best practice in the industry, profession, or trade and any and all applicable laws;
Use its best efforts to ensure that the Content shall be fit for any purpose expressly or implicitly made known by the Client
Ensure that the Content and all goods, materials, standards, and techniques used in providing the services are of the best quality and are free from defects in workmanship, installation, and design;
Ensure that adheres to all timeframes and deadlines as agreed with the Client
Use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Parasol Media’s obligations are fulfilled in accordance with the contract.
Observe all health and safety rules and regulations and any other security requirements that apply at any of Client’s premises or on-site at any venue and/or location where the performance of the services is taking place from time to time;

19. Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the State of Ohio.
Any dispute you have which relates to these Terms and Conditions, or your use of Parasol Media’s Services (whether it be contractual or non-contractual), will be subject to the exclusive jurisdiction of the courts of the State of Ohio.

20. Changes to these Terms and Conditions

Parasol Media reserves the right to update and change these Terms and Conditions from time to time, upon 30 days' prior written notice.

21. Addendum to Terms and Conditions

This Addendum amends the Terms and Conditions and forms part of the Agreement. In the event of any conflict between the terms of this Addendum and the terms of the Agreement/Terms of Conditions, the terms of this Addendum shall prevail.
This Addendum amends the Terms and Conditions and forms part of the Agreement. In the event of any conflict between the terms of this Addendum and the terms of the Agreement/Terms of Conditions, the terms of this Addendum shall prevail.
The parties agree that no travel or related travel expenses are expected in the performance of the Services, and the Services will be performed remotely unless otherwise agreed to in writing by the parties.
Each party will retain an exclusive interest in and ownership of its Intellectual Property developed before this Agreement or outside of the scope of the Agreement. For the Client, this shall include any prerecorded videos transferred to Parasol Media to enable the performance of the Services. Excepted for limited use as approved by the Client or as needed to perform the Services, nothing in this Agreement will be deemed to grant or transfer any rights in Client’s trademarks or other intellectual property.
Client shall have all right, title, and interest in and to the deliverables resulting from the Services, including but not limited to the recordings of its virtual summit as hosted by a virtual event platform (in its original version or as edited by Parasol Media), and related Content and/or Footage. Parasol Media shall not use such Footage, recordings, Content or other delivered Services for its own promotional purposes or for any other purpose other than to perform its obligations under the Agreement.
Neither party may assign any of its rights or obligations hereunder, without the other party’s prior written consent.