Normal Business Hours
Normal Business Hours of Operation are 9:00 A.M. to 5:00 P.M., Monday through Friday excluding Crawford recognized holidays.
Except as otherwise provided herein, rates charged by Crawford for all services rendered under this agreement shall be the rates set forth in Crawford’s applicable rate card in effect on the date of Crawford’s performance of the services. Overtime rates for sessions starting before or after Normal Business Hours of Operation shall be $75 per Crawford employee per hour, except on Sundays and Crawford-recognized holidays, as those may be recognized from time to time, on which days overtime rates shall be $90 per Crawford employee per hour with a four (4) hour minimum. All rates for any services which are not specified on the rate cards or in this agreement, shall be quoted by Crawford to Client upon Client’s request. All sessions which run longer than eight (8) hours without a change in operator shall incur charges at the overtime rate stated herein. All rates are subject to change without notice. Local, state, federal or other governmental charges and taxes, including but not limited to sales, use, manufacturing, and excise taxes shall be added to the services rates.
Hold and Challenge Policy
Crawford may accept scheduled “Holds” on its time and services based solely on acceptance of the following conditions:
Any session placed on “Hold” will be subject to a challenge for a firm booking. If a session on “Hold” is challenged, the session must be confirmed or released at that time. If the “Hold” session is confirmed, the client is then responsible for payment of 100% of the confirmed services regardless of the amount of time actually used or if the session is cancelled at a later date.
Any booking that results in the release of a scheduled “Hold” session will be considered a firm booking for which the client is then responsible for 100% of scheduled services regardless of the amount of time actually used or if the session is cancelled at a later date.
Except as otherwise provided under the Hold and Challenge Policy, firm bookings that are cancelled within less than 48 hours of scheduled services will be charged at fifty percent (50%) of the value of services originally reserved. Firm bookings which are cancelled within less than 24 hours of scheduled time will be charged at one hundred percent (100%) of the value of the services originally reserved.
Terms of Payment
All invoices for services rendered are due and payable in full upon receipt by Client. Client agrees that any balance outstanding thirty (30) days after the date of the invoice is delinquent, and shall be subject to interest at a rate of one and one-half percent (1.5%) per month. Client agrees to pay all costs incurred by Crawford in the collection of any sums owed to Crawford by Client under this agreement, including, but not limited to attorneys’ fees. Any claim by Client for the adjustment of any Crawford invoice must be presented to Crawford in writing within ten (10) days from the date of the invoice. Client hereby waives any claim for any adjustment if such claim is not made in accordance with the terms of this agreement.
Client hereby grants Crawford a security interest in all elements and media (“Materials”) delivered by Client to Crawford, all Materials created or prepared by Crawford for Client in connection with the services rendered hereunder, and all other property of Client’s in Crawford’s possession (“Property”), for the balance of the account due to Crawford by Client under this or any other agreement between the parties. If any such balance remains unpaid for a period of ninety (90) days after it becomes due, Crawford may, upon ten (10) days prior written notice to Client, sell the Property at public or private sale to satisfy the account. Such written notice shall specify the amount due to Crawford and inform the Client that the payment of the amount due within ten (10) days will entitle Client to redeem the Property. The proceeds of the sale, after paying the expenses thereof, shall be applied to satisfy the indebtedness secured by the interest granted herein, including all storage charges to date, and any remaining balance shall be paid to the Client. If the proceeds of the sale are insufficient to pay the expenses of the sale and the aforesaid indebtedness and accrued charges, Client shall immediately pay the outstanding amount to Crawford in full.
Receipt, Storage and Removal of Materials
All Materials submitted to Crawford by Client shall be suitable for use in Crawford’s standard post-production operations. All Materials submitted to Crawford by Client shall be subject to technical evaluation, and may be rejected for use if Crawford deems, in its sole discretion, that such Materials fail to meet Crawford’s minimum technical standards. Transportation of all Materials to and from Crawford shall be made at Client’s sole risk and expense.
During the period that services are rendered hereunder, and for six (6) months thereafter, at Client’s sole risk, Crawford may provide storage for Client’s Materials. Crawford may store such Materials at any place or places that Crawford deems fit. Within thirty (30) days after written notice has been sent by Crawford requesting the removal of any Materials being stored by Crawford for Client, Client shall immediately, at Client’s sole expense, make all arrangements for and complete the removal of such Materials. In the event that Client fails to remove the Materials by the thirtieth (30th) day, Crawford shall have the right to destroy, erase, reuse or make any disposition of the Materials as Crawford deems necessary in its sole discretion, without liability to Client or any other person. Client agrees to indemnify and hold Crawford harmless from any liability arising out of or connected with the destruction, erasure, reuse or other disposition of such Materials. Should Crawford elect to continue storage of the Materials after such thirty (30) day period, Client agrees to pay Crawford all applicable storage fees and charges at the then current rates.
MATERIALS ARE RECEIVED, PROCESSED, STORED AND SHIPPED BY CRAWFORD SOLELY AT CLIENT’S RISK. CRAWFORD SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, DESTRUCTION, OR ANY DELAY IN THE DELIVERY OF ANY MATERIALS, PRODUCTS OR OTHER PROPERTY. CRAWFORD PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF FITNESS OR MERCHANTABILITY, FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT, OR THE MATERIALS PRODUCED PURSUANT HERETO.
Client agrees to insure fully all Materials delivered to or deposited with Crawford against all insurable risks including damages to or destruction of such Materials by the negligence of Crawford, its employees and agents. Such insurance shall insure against any and all losses (including incidental and consequential losses) for which insurance is available, and the policy of insurance shall provide that the insurer waives all claims of subrogation against Crawford and its employees and agents. Crawford shall in no event be liable for any loss or damage which was, or could have been, covered by insurance.
In the event that such Materials are lost, destroyed or damaged for any reason, including the negligence of Crawford, its employees or agents, Crawford’s liability therefore shall be limited to the value of the Client’s Materials in unrecorded or unexposed form, prior to receipt, processing, storage and/or shipping by Crawford. In the event that any Material produced by Crawford is defective or is erroneously labeled or shipped, Crawford’s liability shall be limited to one or more of the following, at Crawford’s sole discretion: (a) the repair of such Material; (b) the replacement of such defective Material with comparable raw stock; (c) the correction of such errors in shipment or labeling; or (d) the provision of conforming post-production services or Materials. Crawford shall have no liability for any of the foregoing unless the defective Material is returned to Crawford with written notice of such defect or error within twenty (20) days after delivery of such Materials by Crawford to Client.
Crawford shall not be liable for any delay in provision of services by reason of its inability to perform due to causes beyond its reasonable control, including, but not limited to equipment failure, acts of God, acts of Client or its employees, acts of civil or military authorities, priorities, fires, floods, epidemics, quarantine restrictions, wars, strikes, labor difficulties, accidents to machinery, delays in transportation, reasons of force, mayhem, or any other similar or dissimilar causes commonly referred to as acts of force majeure.
Ownership of Materials
Client represents, warrants, swears, and affirms that the duplication and/or editing of the Materials provided to Crawford by Client and the use, distribution, display and/or performance of such Materials will not violate any law, regulation, order, prior agreement of Client, rights of any person or entity (including, but not limited to, copyrights, rights of privacy, rights of publicity, and trademark and service mark rights), or laws regulating content relating to indecency and obscenity, and that such Materials are not and will not be defamatory of any person or entity.
In connection with the foregoing, Client swears, affirms, warrants, and represents that, with respect to the Materials provided to Crawford by Client:
(a) Client was or (for Materials not created to date) will be the originator of the Materials; or
(b) Client was or (for Materials not created to date) will be assigned or licensed the copyrights in the Materials; or
(c) The copyrights are not owned by any other person but are in the public domain; and
(d) Each individual whose likeliness, picture, voice, or persona appears in the Materials has signed or (for any Materials not created to date) will sign a release allowing such use (or if such individual is a minor that such permission has been or will be granted as provided by law); and
(e) Nothing false or of an offensive nature is or will be contained in any of the Materials; and
(f) All payments of such rights, including without limitation, residual, performance, union, and guild payments, including any required payments to any trust or pension and welfare fund, have been and are paid to date and will be paid in the future and the Client shall be responsible for the record-keeping and admission thereof.
Client, hereby agrees to defend, hold harmless, and indemnify Crawford, its officers, representatives, directors, agents, employees, parent companies, subsidiary companies, and affiliate companies against any actions, investigations, proceedings, liabilities, expenses (including, without limitation, reasonable attorney’s fees), and damages, resulting from or arising out of the breach of any of the foregoing warranties by Client.
Use of Crawford Facilities
Client shall indemnify and hold Crawford harmless from any liability arising out of any injury to the person or property of any agent or employee of Client or any other person designated by Client to enter Crawford’s facilities.
Review of Materials/Right to Refuse Services
Crawford may refuse, without liability, to perform post-production services on any Materials which Crawford in its sole discretion deems misleading, unlawful, pornographic, degrading, indecent, prejudicial, libelous, or which it deems as tending to incite prejudice or passion.
If at any time Crawford, in its sole discretion, determines that the provision of services under this agreement might subject it to criminal or civil process or to liability of any kind, Crawford shall have the absolute right to cease the provision of any services to Client and shall notify Client of the discontinuation of its services. Crawford shall be entitled to retain in its possession all Client Materials until Client has paid in full for all services performed by Crawford prior to the discontinuation of services, and Crawford shall have a security interest in the Materials, all in accordance with the section of this agreement entitled “Security Interest.”
Right to Exhibit Materials
Client hereby grants to Crawford the right to exhibit all Materials provided to Crawford, to Client or otherwise created under this agreement to third parties for the limited purpose of demonstrating Crawford’s services and business operations. Client further authorizes Crawford to make duplicates of the Materials for such purposes. Client acknowledges and agrees that Crawford’s facilities are available to persons and entities which may be in direct competition with the business of Client, and that Crawford can make no assurance, and that Client has no expectation that such Materials will be secure from being viewed by such competitors. Accordingly, Client will indemnify and hold Crawford harmless from and against any damages arising from the inadvertent exhibition of Client’s Materials to other persons.
Crawford shall have the right to use Client’s name for the purpose of publicizing, advertising, or marketing Crawford’s business and to this end, may exploit information regarding Client’s purchase of services from Crawford in such manner as Crawford deems necessary in its sole discretion. Client agrees that on the main credits of all Materials edited by Crawford and in all advertising and publicity issued by or under the control of Client in connection with such Materials, it will display the phrase “Post Production Services by Crawford Communications, Inc., Atlanta, Georgia.”
Any notice required or permitted to be given under this agreement shall be in writing and either shall be mailed by certified mail, postage prepaid, return receipt requested, or sent by overnight air courier service, or personally delivered to a representative of the receiving party, or sent by telecopy (provided an identical notice is also sent simultaneously by mail, overnight courier, or personal delivery as otherwise provided in this paragraph). All such communications shall be mailed, sent or delivered, addressed to the party for whom it is intended, at its address set forth in this agreement, or at such other address as such party shall have notified the other party hereto, by notice given in conformity with this section.
This Agreement shall be construed in accordance with the laws of the State of Georgia. The courts of general jurisdiction of Dekalb County, Georgia, shall be the exclusive forum for the resolution of all litigation between the parties arising from or concerning this agreement.
Crawford schedules personnel and equipment at its sole discretion. Crawford reserves the right to substitute comparable resources or assign or subcontract all or part of the services requested under this agreement at its sole discretion.