Terms of Service

Please read these Terms of Service ("Terms") carefully before using the Services offered by Funk Frames, Inc.

1. Definitions

- "Company" refers to Funk Frames, Inc., located at 145 S Fairfax Suite 200, Los Angeles, CA 90036.

- "Service" refers to the AI-powered video production and creative services provided by Funky Frames.

- "Client Materials" refers to any content or materials you provide to us.

- "Deliverables" refers to the final products created by Funky Frames for you.

- "You" refers to the individual or entity using our Service.

2. Acceptance of Terms

By accessing or using our Service, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not use our Service. You must be at least 18 years old to use the Service.

3. Scope of Services

3.1 Service Description

The Company provides AI-powered video production and creative services for commercial advertising purposes, including:

- Pre-production planning and strategy

- Production of promotional videos, commercials, and social media content

- Post-production editing, enhancement, and finalization

- Delivery in specified formats

3.2 Deliverables

Specific deliverables will be outlined in your Client Agreement or Statement of Work and may include:

- Commercial advertisements

- Social media video content

- Promotional videos

- Brand identity videos

- Other video assets as agreed upon

4. Client Responsibilities

You agree to:

- Provide timely materials, feedback, and approvals required for completion of Services

- Ensure all Client Materials are legally compliant with advertising regulations

- Attend scheduled meetings related to the project

- Review deliverables within specified timeframes

5. Intellectual Property

5.1 Client Materials

You warrant that you own or have proper rights to all Client Materials provided to us. You grant us a license to use Client Materials solely for providing Services to you.

5.2 Company Intellectual Property

All proprietary tools, systems, processes, AI models, technologies, and methodologies used by the Company remain our exclusive property.

5.3 Deliverables

Upon full payment, copyright of the final Deliverables transfers to you for the intended commercial purposes. The Company retains rights to:

- Use Deliverables in its portfolio and promotional materials

- Retain raw footage and outtakes not included in final Deliverables

- Maintain ownership of pre-existing intellectual property incorporated into Deliverables

5.4 Editing and Modification Rights

The Company reserves the right to edit recorded footage at its discretion during the production process. After final delivery and transfer of rights, you will have rights to further modify content as needed.

5.5 Usage Rights

The scope of usage rights for the Deliverables will be specified in your Client Agreement, including:

- Commercial and non-commercial uses

- Platforms and media where content may be distributed

- Geographic limitations, if any

- Duration of usage rights

- Requirements regarding talent or third-party likenesses

6. Legal Protections

6.1 Representations and Warranties

Both parties warrant that:

- They have full right and authority to enter into this agreement

- All materials provided do not infringe on third-party rights

- Content created complies with applicable advertising regulations and laws

6.2 Client Warranties

You specifically warrant that:

- You have all necessary rights to any Client Materials provided to us

- Client Materials do not violate any third-party rights

- Any claims made about products or services in the Deliverables are truthful and can be substantiated

6.3 Company Warranties

We warrant that:

- Deliverables will substantially conform to agreed specifications

- We have the right to use any assets incorporated into the Deliverables

- AI-generated content used in Deliverables complies with applicable laws and licensing requirements

6.4 Compliance with Laws

Both parties agree to comply with applicable laws including:

- Truth in advertising regulations

- Consumer protection laws

- Intellectual property laws

- Data privacy regulations

- Industry-specific advertising requirements

7. Indemnification

7.1 Client Indemnification

You indemnify us against claims related to Client Materials you provide, your use of the Deliverables, and any breach of your warranties.

7.2 Company Indemnification

We indemnify you against claims that Deliverables (excluding Client Materials) infringe upon third-party intellectual property rights.

8. Payment Terms

8.1 Fee Structure

Payment schedule is specified in your Client Agreement. Unless otherwise stated, our standard terms are:

- 50% deposit upon signing the agreement

- 50% final payment upon delivery of completed Deliverables

8.2 Late Payments

Late payments incur a 1.5% monthly interest charge. All payments are due within fifteen (15) days of invoice date.

8.3 Taxes and Expenses

All fees are exclusive of applicable taxes. You are responsible for:

- All taxes applicable to services rendered

- Any agreed-upon expenses related to production

- Additional costs for services outside the original scope

8.4 Early Termination

If you terminate the project before completion, you remain responsible for:

- Payment for all completed work

- A percentage of incomplete work based on progress

- Any non-refundable expenses incurred by the Company

9. Revisions and Modifications

9.1 Included Revisions

Your Client Agreement specifies the number of revision rounds included in the project scope.

9.2 Additional Revisions

Revisions beyond those included in the original scope incur additional fees of $150 per hour or as specified in your Client Agreement.

10. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information shared during the project, including:

- Business plans and strategies

- Financial information

- Creative concepts

- Technical processes and methods

- Client lists and market data

11. Limitation of Liability

11.1 General Limitation

Our total liability shall not exceed the amount paid by you during the twelve months preceding the claim. Neither party shall be liable for consequential damages.

11.2 AI-Specific Limitations

We do not guarantee specific results from AI-generated content. The Company is not liable for:

- Unexpected outputs from AI tools

- Minor imperfections in AI-generated content

- Changes in AI technology that affect production methods

- Future technological limitations affecting content usage

12. Term and Termination

12.1 Term

The Service shall commence on the date specified in your Client Agreement and continue until completion of the Services or until terminated.

12.2 Termination

Either party may terminate with fourteen (14) days written notice. If terminated, you shall pay for all completed work, including partially completed Deliverables.

12.3 Effect of Termination

Upon termination, all licenses granted for Client Materials shall cease, except as necessary to complete any work-in-progress that you agree to pay for.

13. Data Privacy

13.1 California Privacy

We comply with California privacy laws (CCPA/CPRA) and will process personal information only as necessary to perform Services.

13.2 GDPR Compliance

When applicable, we act as a data processor under GDPR and will process personal data only on your documented instructions.

14. Dispute Resolution

14.1 Negotiation

Parties shall attempt to resolve disputes through good faith negotiation prior to resorting to mediation.

14.2 Mediation

If negotiation fails, disputes will be submitted to mediation in Los Angeles, California, administered by JAMS the parties may attend remotely or in person.

14.3 Arbitration

If mediation is unsuccessful, disputes shall be resolved by binding arbitration in Los Angeles, California, administered by JAMS. The rules can be found online at: https://www.jamsadr.com/rules-comprehensive-arbitration/

15. Governing Law

These Terms are governed by California law. Parties consent to exclusive jurisdiction in Los Angeles County, California.

16. Force Majeure

Neither party shall be liable for failures or delays resulting from circumstances beyond their reasonable control, including but not limited to natural disasters, pandemics, or significant technology failures.

17. Changes to Terms

We may modify these Terms with 30 days' notice for material changes. Continued use constitutes acceptance of revised Terms.

18. Entire Agreement

These Terms, together with your Client Agreement, constitute the entire agreement between the parties regarding the subject matter.

19. Contact Us

For questions about these Terms, contact us at hello@funkyframes.com or 145 S Fairfax Suite 200, Los Angeles, CA 90036.

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By using our Service, you acknowledge that you have read and understand these Terms.