z.productions membership agreement

Last update: November 30, 2016

Important: Please read and agree to this MEMBERSHIP AGREEMENT prior to submitting Work for any Projects hosted by Zooppa.com Inc (“Zooppa”). This Membership Agreement governs the rights and relationship of Zooppa, Zooppa’s client (the “Brand” requiring Projects), and you (the “Member”) for Work submitted for a Project. By submitting a Work, or otherwise submitting any other materials, Member agrees to be bound by the terms of this Agreement.

This Membership Agreement (the “Agreement”) is made by and between Zooppa.com Inc. (“Zooppa”), Zooppa’s client (the “Brand”) and you, the Member signing this Agreement (“Member”) on the date accepted by the Member (the “Effective Date”).

Brand-Member Relationship

Zooppa offers a platform through its site “www.z.productions” (the “Site’) for Brands to identify criteria and specifications for certain projects (“Projects”) within a Creative Brief (“Creative Brief”). Zooppa will work to connect the Brand with only those Members that match the criteria and specifications outlined in the Creative Brief for a particular Project.

Process

Member’s selected to partake in a Project are invited to submit a Project Proposal (“Proposal”) which, along with the Brand specific Creative Brief, shall serve to constitute the description of the scope of services Member agrees to provide Brand. Proposals are due for submission to Zooppa within thirty-six (36) hours of notification of selection. Member agrees to utilize the Zooppa Proposal Template, which shall includes certain terms and conditions, the description of the project deliverables, including a draft completion date and a description of any other additional services Member intends on providing the Brand within the parameters of the Creative Brief. For purposes of the Proposal, the “Work” delivered under the Proposal shall mean any work product developed by Member including but not limited to, videos, print advertisements, radio advertisements, banner advertisements, stories, articles, photographs, artwork or other material submitted to a Project. The Brand will have the opportunity to review and select Proposals. Each Proposal submitted by a Member shall constitute an offer, and Brand selection of a Proposal shall constitute approval of the scope of the projects, creating a Project Agreement (“Project Agreement”) between Brand and Member. In the event of a conflict between this Agreement and the Proposal, this Agreement shall govern, unless expressly provided for otherwise in the Proposal, or subsequent amendments to the Proposal.

Payments

Member shall receive 50% of the total Project Fee (“Base Fee”) for each Project within ten (10) days after approval of Member’s Proposal. The remaining 50% of the Project Fee will be due within ten (10) days after final completion of Project. Additional services may be requested by Brand and agreed upon by Member in the initial Proposal or an amendment thereto. Fees for additional services will be as outlined by Zooppa and will be remitted to Member within ten (10) days after final completion of the Project. Filmmaker shall receive 70% of the total amount of any additional billed services.

Communication

Zooppa will facilitate communication between Brand and the selected Member, by providing a communication platform (i.e. Slack) with twenty-four (24) hour accessibility by both parties. Both parties agree to join the communication platform, for the duration of the Project, and understand that by communicating on a third party platform, each party is subject to the terms and conditions of that third party.

Assignment of Rights

Member agrees and acknowledges that all rights, title, interest and all intellectual property rights to the Work submitted for a Project shall be assigned in full to the Brand behind the Project. Member further agrees to sign all documents required to confirm the assignment. To the extent third party content is included in the Work, Member agrees to assign all right, title, and interest to the third party content to Brand. Further, Member hereby grants to Brand and Zooppa the right and license to use Member’s name, voice, appearance, image, likeness (including, without limitation, aural likeness and visual likeness) and biographic data in connection with the Work.

Portfolio Right

In addition the consideration, Member shall receive an irrevocable, nonexclusive, nontransferable, royalty free, worldwide, limited license to use, reproduce, perform, and display the Work solely in connection with the display of Member’s personal portfolio of professional products or services. Member may not resubmit the Work for another Project, whether on the Site or otherwise, sell the work to a third party, or otherwise commercialize the work for monetary gain. Nothing in this Agreement, the Proposal or Creative Brief shall limit Brand’s ability to use the Work in any media or forum or for any other purpose commercial or otherwise.

Term; Termination

The Term of this Agreement shall begin on the Effective date of this Agreement and shall terminate at such time the Member ceases to be a Member of z.productions. Member agrees to perform all services and Work pursuant to the specifications in the Creative Brief and Project Proposal. All Work must be submitted by Member to Zooppa within the timeline agreed to in the Proposal, along with all applicable talent releases, audio stock, or other copyright licenses as may be required. If Member fails to complete an agreed-upon deliverable, Brand may serve notice to Member requiring deliverable to be completed within ten (10) business days from the notice. If Member fails to complete deliverable(s) within ten (10) business days from notice, Brand may terminate the Project Agreement and Member forfeits any additional payment due under the Project Agreement. Brand and Member shall negotiate in good faith in an effort to resolve any dispute. Zooppa has the right to use its commercially reasonable efforts to facilitate dispute resolution between Brand and Member to arrive at a mutually agreeable resolution, but does not have an obligation to do so.

Representations and Warranties by Member

  1. If Member is an individual acting as representative of an advertising agency or other legal entity, then Member has all authority necessary to bind such agency or legal entity to this Agreement;
  2. Member’s original work in the Project does not infringe on any third party intellectual property or proprietary rights;
  3. To the extent that third-party content is included in a Work, Member has obtained the necessary rights to reproduce, display, perform, and distribute the third-party content for any Media Channels pursuant to the licenses included with the Work at the time of submission;
  4. Member is not and will not be subject to any other agreement or constraint that does, or would prohibit or restrict Member’s right or ability to enter into or carry out its obligations under this Agreement.
  5. Member is not aware of any third party claims concerning the Work, which if true, would constitute a violation of these representations and warranties.

Nature of Content

Member will not post, upload, transmit, distribute, store, create or otherwise publish through the Site, including, without limitation, in connection with any Project offered on or through the Site, any of the following:

  1. Content that is unlawful, libelous, defamatory, offensive, obscene, pornographic, indecent, vulgar, lewd, sexually explicit, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  3. Content that describes, references, or otherwise communicates violent, dangerous, illegal, and/or criminal acts;
  4. Content that describes, references, or otherwise communicates hate or discrimination concerning gender, sexual orientation, race, religion, or nationality;
  5. Content that is harmful to children in any way;
  6. Content that is harmful to, or degrades the goodwill associated with, the trademark(s) or name(s) of any sponsor participating with Zooppa in any Project or of such sponsor’s products or services;
  7. Content that promotes any competitor of Zooppa or any competitor of the featured Brand in any Project;
  8. Content that was previously submitted to another company that provides substantially the same services as Zooppa;
  9. Content that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  10. Content that contains any distinguishable patent, trademark, trade secret, copyright or other intellectual proprietary right of any party (“Third Party Content”) unless you possess express permission and a license to use the Third Party Content in your Work.
  11. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  12. Unsolicited promotions, political campaigning, advertising or solicitations;
  13. Private information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, Social Security numbers and credit card numbers;
  14. Viruses, corrupted data or other harmful, disruptive or destructive files; and/or
  15. Content that, in the sole judgment of Zooppa, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or participating in the Project, or which may expose Zooppa or its Site users to any harm or liability of any type.

Limited Liability

To the extent permitted by law, Zooppa and Brand shall not be liable for any damages, delays, or other inadequacies of service, resulting in loss in data, profits, or other financial loss, incidental or consequential, to Member provided that actions taken by Zooppa or Brand do not constitute fraud, intentional misconduct, or gross negligence.

Indemnification

Member agrees to indemnify and hold harmless Zooppa, the Brand and their respective directors, officers, employees, agents, successors and assigns (collectively “Indemnified Parties”) from and against any judgments, liabilities, penalties, fines, or expenses (including reasonable attorneys fees) from any claim or allegation arising out of or related to (a) the Work containing any claims of infringement of third party rights; (b) any other claim that materials furnished by Member infringe or misappropriate any third party’s intellectual property rights; (c) Member’s breach of its representations, warranties, or any other obligations contained in this Agreement; (d) any claim by Brand against Member; or (d) damage to tangible personal property bodily injury, or death or negligence or misconduct of Member.

Disclaimer

Zooppa, all participating Brand(s) and any of their respective parent companies, subsidiaries, affiliates, directors, officers, professional advisors, employees and agencies will not be responsible for: (a) any late, lost, misrouted, garbled or distorted or damaged transmissions or works; (b) telephone, electronic, hardware, software, network, Internet, or other computer- or communications-related malfunctions or failures; (c) any disruptions, injuries, losses or damages caused by events beyond the control of Zooppa or Brand; or (d) any printing or typographical errors in any materials associated with the Project.

Miscellaneous

  1. Relationship of the Parties. The relationship of Zooppa, Brand and Member established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall: (i) be construed to directly control or supervise the activities of the other party; or (ii) constitute or suggest the parties as partners, employer/employee, joint venturers, co-owners or any other similar relationship. Neither Zooppa nor Brand shall be responsible for withholding of taxes with respect to any compensation distributed under this Agreement.
  2. Assignment. Member shall not assign this Agreement nor any of its rights or duties hereunder without the prior written consent of Zooppa or Brand, which shall not be unreasonably withheld.
  3. Entire Agreement. This Agreement together with the Creative Brief and Proposal for each Project constitutes the entire and exclusive understanding of the parties. It supersedes all prior written and oral statements, including any prior representation, statement, condition or warranty. No amendment or modification to this Agreement shall be binding on the other party without express written agreement of both the parties. To the extent any of the terms set forth in a Creative Brief, Proposal and this Agreement are in conflict, this Agreement shall supersede and govern as to the applicable term.
  4. Severability. In the event any provision of this Agreement is held to be illegal, invalid, or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.
  5. Governing Law. This Agreement and the rights and obligations of the parties shall be governed and construed by the laws of the State of Washington, United States of America.
  6. Notice. Any notice or communication required or permitted under this Agreement shall be in writing and shall be deemed received when (i) personally delivered or when actually received by its intended recipient by telecopier (which includes verifiable, electronic email systems), (ii) one business day after it is sent via a reputable nationwide overnight courier service, or (iii) three days after being sent via first-class mail, postage prepaid, in all cases to a party at the address first listed above.
  7. Dispute Resolution. The parties shall attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or breach thereof, first by good faith, amicable discussion. Should resolution fail to occur through such informal discussions, the parties agree to participate in non-binding mediation. Should the parties be dissatisfied with the results of mediation, then the dispute shall be submitted for binding arbitration, conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration proceedings shall be conducted in King County, WA. The prevailing party may enter any judgment or award rendered by the arbitrator in any court having jurisdiction thereof.