Terms of Service

Terms of Service for Brhyt™ Studio, LLC

Last updated: Dec 25 2024 10:13 AM

BRHYT™ STUDIO TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

By making any payment to Brhyt™ Studio ("Studio"), you ("Client") agree to be bound by these Terms of Service ("Terms"). These Terms govern all services provided by Studio to Client.

1.1. Definitions

"Internal Business Purposes" means use within Client's organization for its own business operations, including Client's own marketing, communications, and commerce activities. This does not include reselling, redistributing, or providing access to deliverables to third parties as standalone products or services, or incorporating deliverables into products or services sold to third parties without Studio's express written consent.

2. SERVICES AND PLANS

Studio provides creative and technical services including but not limited to website design and development, e-commerce solutions, product photography, graphic design, and marketing content creation. The specific services to be provided are outlined according to the specific plan the client has selected and paid for through our online platform.

3. PAYMENT TERMS

3.1. Payments can be made online upon selecting a plan through Studio's platform or by check made payable to Brhyt™ Studio LLC.

3.2. For check payments, services will commence upon check clearance. Checks should be mailed to Studio's address listed in Section 10 or prepared for pick up by a Brhyt™ Studio representative.

3.3. Studio reserves the right to suspend services if any payment is reversed, declined, or otherwise fails to process, including returned checks.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. Ownership

Studio retains ownership of all intellectual property rights in all work product created for Client, including drafts, works-in-progress, and final deliverables (collectively, "Work Product IP").
Client receives a non-exclusive, non-transferable license to use the final deliverables for internal business purposes.
Client retains ownership of all proprietary content provided to Studio ("Client Materials").

4.2. License Rights

Client is granted a perpetual, irrevocable, non-exclusive, non-transferable, royalty-free license to use, reproduce, display, and modify the final deliverables solely for internal business purposes.
Client may create derivative works for internal use but may not distribute, sublicense, or sell such derivative works without Studio's express written consent.
Studio receives a non-exclusive license to use Client Materials for (i) service delivery and (ii) Studio's promotional purposes.

4.3. IP Assignment‍

Parties may negotiate separate terms for the assignment of Work Product IP, including assignment fees.
Any IP assignment must be documented in a separate IP Assignment Agreement.

5. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of any proprietary information shared during the course of service delivery. This obligation survives the termination of services and continues until such information becomes publicly available through no fault of the receiving party.

6. WARRANTIES AND LIMITATIONS

6.1. Studio Warranties‍

Services will be performed in a professional manner consistent with industry standards.
Deliverables will conform to mutually agreed specifications.
Studio will obtain necessary licenses for third-party materials used in deliverables.

6.2. Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, STUDIO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. STUDIO DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION OF ANY DELIVERABLES.

7. LIMITATION OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY BREACHES, IP RIGHTS VIOLATIONS, WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID TO STUDIO.

8. AFFILIATED SERVICES AND CROSS-BUSINESS COLLABORATION

8.1. Affiliated Business

Brhyt™ Productions, LLC is an affiliated business of Brhyt™ Studio, LLC, providing complementary media production services.

8.2. Introduction of Cross-Services

Studio may, at its discretion, recommend or introduce Client to services offered by Brhyt™ Productions to enhance project outcomes or provide comprehensive solutions.
Any services provided by Brhyt™ Productions shall be governed by Brhyt™ Productions' Terms of Service, even when initially introduced through Studio.

8.3. Cross-Business Service Delivery

When Studio facilitates or coordinates Production services:

The intellectual property provisions in Section 4 of these Terms shall apply to all Studio deliverables
The payment terms in Section 3 of these Terms shall apply to Studio services
All Production services shall be governed by the relevant provisions of Brhyt™ Productions' Terms of Service including, but not limited to, its intellectual property rights, warranties, and cancellation policies

8.4. Consolidated Financial Management

With Client's express consent, Studio may provide consolidated billing, invoicing, and subscription management for both Studio and Production services
Itemized invoices will clearly distinguish between services provided by Studio and services provided by Productions
Payment allocations, schedules, and subscription terms for Production services shall conform to Productions' Terms of Service regardless of consolidated billing
Client may opt for unified subscription packages that include both Studio and Production services
Studio may collect payment for Productions services as an authorized payment processor, without creating agency or altering the applicable terms

8.5. Separate Legal Entities

Client acknowledges that Brhyt™ Studio and Brhyt™ Productions are separate legal entities
Each entity maintains separate liability as outlined in their respective Terms of Service
Acceptance of services from both entities constitutes acceptance of both entities' Terms of Service

8.6. Services Classification and Applicable Terms
8.6.1. Service Categories
Brhyt™ Studio Services
The following services are considered Brhyt™ Studio services and are governed by the Brhyt™ Studio Terms of Service regardless of which entity performs billing functions:

Website design and development
E-commerce platform development
Graphic design services including logos, brand identity, and marketing collateral
UI/UX design
Digital marketing content creation
SEO services
Web application development
Print design
Brand strategy consulting

Brhyt™ Productions Services
The following services are considered Brhyt™ Productions services and are governed by the Brhyt™ Productions Terms of Service regardless of which entity performs billing functions:

Video production and filming
Video editing and post-production
Photography sessions and photoshoots
Photo editing and retouching
Live streaming services
Audio recording and production
Motion graphics and animation
Drone videography and photography
On-location production management

8.6.2. Automatic Application of Terms

When any service listed under "Brhyt™ Studio Services" is provided, the intellectual property provisions, warranty terms, limitation of liability, and payment terms of the Brhyt™ Studio Terms of Service automatically apply to those specific service components.
When any service listed under "Brhyt™ Productions Services" is provided, the intellectual property provisions, warranty terms, limitation of liability, payment terms, and cancellation policies of the Brhyt™ Productions Terms of Service automatically apply to those specific service components.
This automatic application occurs regardless of:

Which entity initially contracted with the Client
Which entity performs billing functions
Whether services are provided as part of a bundled package
Whether payment is made via one-time fee or subscription

For bundled or combined services packages, the applicable terms for each service component will be determined by the service classification above without the need for additional documentation beyond this Terms of Service.

9. DISPUTE RESOLUTION

9.1. All disputes shall first be addressed through good-faith negotiations between the parties.

9.2. If negotiations fail, parties agree to mandatory mediation through Lawyers for the Creative Arts (LCA), located at 161 North Clark Street, Suite 4200, Chicago, Illinois 60601 (phone: 312.649.4111), or a mutually agreed alternative provider.

9.3. If mediation fails, disputes shall be resolved through binding arbitration in Cook County, Illinois.

10. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles.

11. CONTACT INFORMATION

Brhyt™ Studio LLC
1440 W. Taylor Street #416
Chicago, IL. 60607
773 860 4890
studio@brhyt.com

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Brhyt™ Studio, LLC and Brhyt™ Productions, LLC
1440 W. Taylor Street, #416 Chicago IL 60607
Email: studio@brhyt.com or productions@brhyt.com respectively.

Terms of Service for Brhyt™ Productions, LLC

Last updated: Jan 03 2025 10:13 AM

BRHYT™ PRODUCTIONS TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

By engaging Brhyt™ Productions ("Producer") for any services, you ("Client") agree to be bound by these Terms of Service ("Terms"). These Terms govern all production services provided by Producer to Client.

2. SERVICES AND WORK ORDERS

2.1. Producer provides media production services including but not limited to video production, photography, live streaming, and related creative services.

2.2. Specific services will be detailed in Work Orders executed by both parties. Each Work Order incorporates these Terms and includes project-specific details, deliverables, and requirements.

2.3. Producer shall be the exclusive provider of services described in any Work Order unless otherwise specified in writing.

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2.4. Subcontractor Engagement

2.4.1. Producer reserves the right to engage qualified subcontractors, freelancers, or third-party vendors to assist in fulfilling its obligations under any Work Order.

2.4.2. Producer shall:

Remain fully responsible for all work performed by subcontractors as if performed by Producer directly
Ensure all subcontractors comply with these Terms, including confidentiality obligations
Ensure proper assignment of intellectual property rights from subcontractors to maintain the rights structure outlined in Section 5
Manage and supervise all subcontractor activities

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2.4.3. Client acknowledges that certain specialized services may be performed by subcontractors with specific expertise. Producer will exercise reasonable care in the selection and supervision of all subcontractors.

2.4.4. Upon request, Producer will identify key subcontractors involved in a project. Producer is not required to obtain Client approval for subcontractor engagement unless specifically agreed upon in a Work Order.

3. PAYMENT TERMS

3.1. Client agrees to pay fifty percent (50%) of the quoted cost upon Work Order execution to commence pre-production.

3.2. The remaining fifty percent (50%) is due on the first day of scheduled production.

3.3. Additional expenses pre-authorized by Client will be invoiced monthly and are due within fifteen (15) business days.

3.4. Late payments may bear interest at 1.5% per month at Producer's discretion.

3.5. Producer reserves the right to suspend services if any payment is not received when due.

4. CLIENT RESPONSIBILITIES

4.1. Client shall provide:

Scripts, storyboards, props, creative guidance, and related clearances as specified
Necessary venue access and safe working conditions
Required permits, releases, and licenses for venue use and content
Power, internet, and other technical requirements as specified
Security if required
Notification to and releases from persons appearing in productions
Compliance with Producer's Acceptable Use Policy

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5. INTELLECTUAL PROPERTY RIGHTS

5.1. Ownership‍

Producer retains ownership of all work product, including raw footage, recordings, and final deliverables
Client retains ownership of all Client Materials provided to Producer
Client receives license rights as specified below

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5.2. License Rights‍

Client receives non-revocable, exclusive license to use Final Edit Versions for ordinary business purposes
Producer receives non-exclusive license to use Client Materials and branding for service delivery
Producer maintains right to use Final Edit Versions in portfolio/promotional materials

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6. CONFIDENTIALITY‍

Both parties agree to maintain confidentiality of proprietary information shared during service delivery. This obligation survives service termination until such information becomes publicly available through no fault of the receiving party.

7. WARRANTIES‍

7.1. Producer Warranties‍

Services performed professionally per industry standards
Deliverables conform to agreed specifications
Proper licenses obtained for third-party materials
Compliance with applicable laws and regulations

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7.2. Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, PRODUCER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY BREACHES, IP RIGHTS VIOLATIONS, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED FEES PAID.

9. CANCELLATION AND POSTPONEMENT

9.1. 1-10 Working Days Notice:‍

Full payment of out-of-pocket costs
Full director's fee
Full production fee

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9.2. 11-15 Working Days Notice:‍

Full out-of-pocket costs
50% of director's fee
50% of production fee

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9.3. >15 Working Days Notice:‍

Full out-of-pocket costs
25% of director's fee
25% of production fee

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10. AFFILIATED SERVICES AND CROSS-BUSINESS COLLABORATION

10.1. Affiliated Business

Brhyt™ Studio, LLC is an affiliated business of Brhyt™ Productions, LLC, providing complementary creative and technical services.

10.2. Introduction of Cross-Services

Producer may, at its discretion, recommend or introduce Client to services offered by Brhyt™ Studio to enhance project outcomes or provide comprehensive solutions.
Any services provided by Brhyt™ Studio shall be governed by Brhyt™ Studio's Terms of Service, even when initially introduced through Producer.

10.3. Cross-Business Service Delivery

When Producer facilitates or coordinates Studio services:
- The intellectual property provisions in Section 5 of these Terms shall apply to all Production deliverables
- The payment terms in Section 3 of these Terms shall apply to Production services
- All Studio services shall be governed by the relevant provisions of Brhyt™ Studio's Terms of Service including, but not limited to, its intellectual property rights, warranties, and payment policies

10.4. Consolidated Financial Management

With Client's express consent, Producer may provide consolidated billing, invoicing, and subscription management for both Production and Studio services
Itemized invoices will clearly distinguish between services provided by Productions and services provided by Studio
Payment allocations, schedules, and subscription terms for Studio services shall conform to Studio's Terms of Service regardless of consolidated billing
Client may opt for unified subscription packages that include both Production and Studio services
Producer may collect payment for Studio services as an authorized payment processor, without creating agency or altering the applicable terms

10.5. Separate Legal Entities

Client acknowledges that Brhyt™ Productions and Brhyt™ Studio are separate legal entities
Each entity maintains separate liability as outlined in their respective Terms of Service
Acceptance of services from both entities constitutes acceptance of both entities' Terms of Service

10.6. Services Classification and Applicable Terms

10.6.1. Service Categories

Brhyt™ Studio ServicesThe following services are considered Brhyt™ Studio services and are governed by the Brhyt™ Studio Terms of Service regardless of which entity performs billing functions:

Website design and development
E-commerce platform development
Graphic design services including logos, brand identity, and marketing collateral
UI/UX design
Digital marketing content creation
SEO services
Web application development
Print design
Brand strategy consulting

Brhyt™ Productions ServicesThe following services are considered Brhyt™ Productions services and are governed by the Brhyt™ Productions Terms of Service regardless of which entity performs billing functions:

Video production and filming
Video editing and post-production
Photography sessions and photoshoots
Photo editing and retouching
Live streaming services
Audio recording and production
Motion graphics and animation
Drone videography and photography
On-location production management

10.6.2. Automatic Application of Terms

When any service listed under "Brhyt™ Studio Services" is provided, the intellectual property provisions, warranty terms, limitation of liability, and payment terms of the Brhyt™ Studio Terms of Service automatically apply to those specific service components.
When any service listed under "Brhyt™ Productions Services" is provided, the intellectual property provisions, warranty terms, limitation of liability, payment terms, and cancellation policies of the Brhyt™ Productions Terms of Service automatically apply to those specific service components.
This automatic application occurs regardless of:
- Which entity initially contracted with the Client
- Which entity performs billing functions
- Whether services are provided as part of a bundled package
- Whether payment is made via one-time fee or subscription
For bundled or combined services packages, the applicable terms for each service component will be determined by the service classification above without the need for additional documentation beyond this Terms of Service.

11. FORCE MAJEURE

Performance excused for events beyond reasonable control including war, terrorism, natural disasters, pandemics, and government action.

12. DISPUTE RESOLUTION

12.1. Disputes addressed through good-faith negotiations

12.2. If unsuccessful, mandatory mediation through Lawyers for the Creative Arts

12.3. If mediation fails, binding arbitration in Cook County, Illinois

13. GOVERNING LAW

These Terms governed by Illinois law without regard to conflict of law principles.

14. CONTACT INFORMATION

Brhyt™ Productions, LLC
1440 W. Taylor Street, #416
Chicago, IL 60607
productions@brhyt.com

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Brhyt™ Studio, LLC and Brhyt™ Productions, LLC
1440 W. Taylor Street, #416 Chicago IL 60607
Email: studio@brhyt.com or productions@brhyt.com respectively.