Service Agreement for “Remote Testimonial Videos”
This Service Agreement (“Agreement”) is entered into by and between Shak Studios (“Service Provider”) and ____________________ (“Client”), collectively referred to as the “Parties,” as of the ____ day of ____________, 20____ (“Effective Date”).
Recitals
WHEREAS, Service Provider offers a service for creating Remote Testimonial Videos, enabling businesses to automate the capture and production of customer testimonial videos;
WHEREAS, Client desires to engage the Service Provider for the purpose of setting up and receiving the Remote Testimonial Videos service as specified in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Introduction
1.1. Parties Involved
– Service Provider: Shak Studios
– Client: ____________________ (Client Information)
1.2. Description of Service
– “Remote Testimonial Videos” is a product designed to assist B2B businesses in capturing and creating testimonial videos through an automated, AI-driven process.
2. Definitions
For the purpose of this Agreement, the following terms shall have the meanings specified below:
2.1. “Client” refers to the business entity that has entered into this Agreement with the Service Provider to use the “Remote Testimonial Videos” service.
2.2. “Client’s Customer” means the customers of the Client who participate in creating video testimonials through the Service Provider’s platform.
2.3. “Video Collector” is a web-based URL, branded for the Client, through which video testimonials are collected from the Client’s Customers.
2.4. “Response” refers to a single instance of a Client’s Customer engaging with the AI interviewer and providing a video testimonial.
2.5. “AI Collector” is the artificial intelligence interviewer that interacts with the Client’s Customers to facilitate the collection of video testimonials.
2.6. “Portal” is the online interface provided by Shak Studios at remote.shakstudios.io, where the Client can access, view, and download video Responses and edited videos.
2.7. “Package” refers to the specific tier of service selected by the Client, as outlined in this Agreement, which determines the number of Responses, video edits, and other services included.
Client has selected the following Package (choose one):
– AND –
Package 1: Includes 120 Responses, access to 20 hours of raw Responses, 4 Pro Edited Videos (Quarterly Edits), amongst other features as per the agreed-upon terms.
– OR –
Package 2: Includes 120 Responses, access to 20 hours of raw Responses, 12 Pro Edited Videos (Monthly Edits), amongst other features as per the agreed-upon terms.
– OR –
Package 3: Includes 240 Responses, access to 40 hours of raw Responses, 24 Pro Edited Videos (Bi-Monthly Edits), amongst other features as per the agreed-upon terms.
Please fill out the following Client information:
– Client Name:
– Client Address:
– Client Contact Information:
– Selected Package (1, 2, or 3):
IN WITNESS WHEREOF, the Parties have executed this Service Agreement as of the Effective Date first above written.
Shak Studios: __________________________________ (Signature)
Client: ________________________________________ (Signature)
3. Details of the Offer
3.1. “Remote Testimonial Videos” Product Description
– Shak Studios provides an automated service that enables the Client’s customers to provide video testimonials through an AI-driven interview process. The service includes a custom-built AI interviewer, a low-friction Video Collector link for easy testimonial collection, access to raw testimonial footage, professional video editing services, and other support services outlined in the chosen package.
3.2. Package Options and Pricing
– The Client has an option to select from three distinct packages, varying in the number of Responses, hours of raw footage access, and frequency of professionally edited videos delivered. The pricing is structured as follows:
3.2.1. Setup Fee for All Packages: $3,300
3.2.2. Monthly Subscription:
– Package 1: $330 monthly
– Package 2: $990 monthly
– Package 3: $1,970 monthly
3.2.3. Yearly Subscription:
– Package 1: $3,300 yearly
– Package 2: $9,900 yearly
– Package 3: $19,700 yearly
Each package includes a comprehensive suite of services designed to facilitate the collection and production of testimonial videos.
4. The Process
4.1. Three Stages
The service delivery shall proceed through the following stages:
4.1.1. Setup Process
– The setup process initiates once the Client agrees to this Agreement and pays the setup fee. This stage includes the onboarding of the Client, the build-out of the AI collector, and the preparation of client-specific materials.
4.1.2. Collection Period
– Following the setup, the Client enters a 30-day Collection Period during which the Client’s Customers may submit their testimonials through the Video Collector.
4.1.3. Monthly/Yearly Subscription
– Upon completion of the Collection Period, and subject to the terms of this agreement, the Client begins a Monthly or Yearly Subscription as per their selected package. During this period, Shak Studios provides ongoing services, including pro editing of the collected testimonials.
4.2. Setup Process
– The detailed steps involved in the setup process are as follows:
4.2.1. Payment of Fees
– The Client shall pay a non-refundable setup fee of $3,300 to initiate the Setup Process.
4.2.2. Account Manager Introduction
– Shak Studios assigns an Account Manager to the Client who will serve as the primary point of contact and provide support throughout the Setup Process and subsequent stages.
4.2.3. AI Collector Build
– Shak Studios will construct the AI Collector specific to the Client’s brand within 24 hours of payment and onboarding meeting, allowing for the collection of video testimonials.
4.2.4. Client Approval Process
– The Client is required to provide written approval via email confirming the AI Collector meets their satisfaction before commencement of the Collection Period. If the Client does not approve the AI Collector within a reasonable timeframe, it may delay or affect the commencement of the Collection Period, and as a result, the overall timeline of video deliveries.
5. Deliverability and Revisions of Video Edits
5.1. Video Edit Delivery Schedule
– The timing of the delivery of the professionally edited videos will depend on the selected package at the initiation of the service:
Package 1 (Quarterly):
– Client will receive an edited video approximately 15 days following the close of each quarter.
Package 2 (Monthly):
– Client will receive an edited video approximately 15 days following the monthly billing date.
Package 3 (Bi-Monthly):
– Client will receive two edited videos approximately 15 days following the monthly billing date.
– The exact delivery date for each edit will be communicated to the Client by the Account Manager.
5.2. Revisions Process
– Each Client is entitled to a revision period for each video edit, where they can collaborate with Shak Studios to alter and perfect the testimonial videos according to the Client’s vision within the following constraints:
5.2.1. Revision Period
– A Client has up to 60 days from receiving the first draft of their video edit to request and complete all revisions with the Shak Studios team.
5.2.2. Turnaround Time for Revisions
– Video revisions will be completed and returned to the Client within five (5) business days of revision request.
5.2.3. Revision Limit
– While Shak Studios aims to ensure the Client’s complete satisfaction, the Client is limited to three (3) rounds of revisions after which Shak Studios reserves the right to conclude the editing process of that particular video.
6. Cancellation Policy and Deactivation
6.1. Termination of Services
– The Client may choose to terminate their subscription at any point subject to the following terms:
6.1.1. Post-Cancellation Services
– Upon cancellation, all services will cease at the end of the current billing period, including access to the Video Collector link and ongoing video edits.
6.1.2. Support Post-Deactivation
– If the Client is in the process of completing revisions at the time of deactivation, they will have the opportunity to finalize these revisions in line with the terms set out in section 5.2.
6.1.3. No-Lock-In Contract
– The service operates on a no-lock-in contract basis, allowing the Client to cancel the service without penalty and ensuring no subsequent billing period charges.
7. Yearly Inclusions on Monthly Contracts
7.1. Annual Response Limits
– Regardless of monthly fluctuations in Client’s testimonial collection activity, each package includes an annual cap on the number of Responses as follows:
– Package 1: 120 Responses per year
– Package 2: 120 Responses per year
– Package 3: 240 Responses per year
– These Response limits will reset annually on the date of the Client’s first monthly subscription billing, following the initial 30-day Collection Period.
7.2. Response Collection Within Contract Year
– The Client has the flexibility to use their annual Response allocation at their discretion throughout the year. If a Client wishes to increase this yearly limit, they should contact their Account Manager to discuss and arrange for an adjusted service plan.
This section ends the continuation of the initial draft of the service agreement, incorporating sections related to Deliverability and Revisions of Video Edits, Cancellation Policy, and Yearly Inclusions on Monthly Contracts. Further sections will delve into financial terms, guarantees, intellectual property rights, and other key contractual elements as required.
8. Data and Privacy
8.1. Data Storage and Retention
– Upon deactivation of the Client’s subscription plan, Shak Studios will retain the Client’s data for an additional three months. The Client will have access to their portal to view, access, and download videos for this three-month period. After this period, Shak Studios reserves the right to delete all Client data from its systems.
8.2. Expiration of Video Collector Links
– Video Collector links provided to the Client will expire upon deactivation of the plan and will no longer be accessible by the Client’s Customers.
9. Financial Terms
9.1. Payment Schedule
– The Client agrees to pay the Setup Fee and the Monthly or Yearly Subscription Fee corresponding to the selected package in accordance with the schedule agreed upon at the commencement of this Agreement.
9.2. Initial and Recurring Payments
– The Initial Setup Fee is due upon the execution of this Agreement and before any services are provided. Recurring Payments for the chosen subscription plan are due at the beginning of each billing period unless otherwise canceled pursuant to Section 6.
9.3. Taxes and Additional Charges
– All amounts payable by the Client are exclusive of all sales, use, value-added, withholding, and other taxes or duties. Any taxes required to be paid by Shak Studios will be charged to the Client, in addition to the fees owed under this Agreement.
10. Guarantees and Promotions
10.1. 30-Day Money-Back Guarantee
– Shak Studios offers a 30-Day Money-Back Guarantee where the Client is eligible for a refund of the setup fee if no responses are received within 30 days from the date when the Client approves the Video Collector, provided the Client has met all terms and conditions, including onboarding participation and active effort to gather video responses.
10.2. 6-Week Challenge
– The Client may participate in a 6-Week Challenge where collecting 30 responses from different customers within a six-week window will earn them 5 additional Pro Edited Videos at no extra cost. These edits are subject to the active subscription status of the Client and must be used within 12 months from the date they are granted.
11. Intellectual Property Rights
11.1. Ownership of Content
– All original content, including raw and edited videos, created by the Client’s Customers using the Video Collector, will be owned by the Client. Shak Studios retains ownership of all content, materials, and intellectual property used to provide the service up and until delivery of the finished product to the Client.
11.2. Licenses
– Shak Studios grants the Client a worldwide, non-exclusive license to use, reproduce, and display the Pro Edited Videos and any related content provided by Shak Studios strictly for promotional and marketing purposes. This license is contingent on the full payment of all fees due under this Agreement.
12. Confidentiality
12.1. Protection of Confidential Information
– Both Parties agree to maintain the confidentiality of any proprietary or confidential information received from the other Party during the term of this Agreement and for three years following its termination. Confidential information includes non-public business information, trade secrets, and any other details that are not publicly known and that either Party wishes to keep confidential.
This section concludes the further clauses of the service agreement, focused on data and privacy, financial terms, guarantees and promotions, intellectual property rights, and confidentiality. The remaining sections will address warranties and representations, indemnification, limitation of liability, termination, and general provisions, to be detailed in the full service agreement.
13. Warranties and Representations
13.1. Accuracy of Information
– The Client warrants that all information provided to Shak Studios for the purpose of the Agreement is accurate, complete, and up-to-date to the best of the Client’s knowledge.
13.2. Compliance with Laws
– Both Parties represent and warrant that they shall perform their obligations under this Agreement in compliance with all applicable laws, rules, and regulations.
14. Indemnification
14.1. Client Indemnification
– The Client agrees to indemnify, defend, and hold harmless Shak Studios and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to the Client’s violation of this Agreement or use of the Services beyond the scope granted herein.
14.2. Service Provider Indemnification
– Shak Studios agrees to indemnify, defend, and hold harmless the Client and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to the Service Provider’s violation of this Agreement or violation of applicable law.
15. Limitation of Liability
15.1. Limitations
– Neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, service interruption, computer damage, or system failure or the cost of substitute services, arising out of or in connection with this Agreement, regardless of the foreseeability of those damages.
15.2. Cap on Liability
– Shak Studios’ total liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total of the amounts paid to Shak Studios by the Client in the twelve (12) month period prior to the event giving rise to the claim.
16. Termination
16.1. Termination by Either Party
– Either Party may terminate this Agreement with written notice to the other party if there is a material breach of any representation, warranty, or obligation in this Agreement and the breaching party fails to cure such breach within 30 days of receipt of the notice.
16.2. Effect of Termination
– Upon termination or expiration of this Agreement, all rights and obligations of the Parties under this Agreement will immediately terminate except that any obligations that by their nature are intended to survive termination or expiration of this Agreement will survive.
17. General Provisions
17.1. Amendments
– This Agreement may only be amended or modified by a written document executed by the Parties.
17.2. Governing Law
– This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Shak Studios is headquartered, without regard to its conflict of laws rules.
17.3. Dispute Resolution
– In the event of any disputes arising from or related to this Agreement, the Parties agree to seek an amicable solution through negotiation and, if necessary, mediation, before resorting to legal action.
17.4. Miscellaneous
– This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
– If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.
18. Signatures
The Parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms and conditions. This Agreement may be signed in counterparts, which together will form a single document. Facsimile or electronic signatures shall be considered valid and binding to the same extent as original signatures.
Shak Studios: ________________________________
Name:
Title:
Date:
Client: _____________________________________
Name:
Title:
Date:
Please note this document is a draft and should be reviewed by all parties and their respective legal advisors before proceeding with signatures and formulating the final agreement.