Terms and Conditions



1.         Definitions. As used herein:

(a)    “Deliverables” means the deliverables set forth in Exhibit A of the Deal Memo.

(b)    "Element(s)" means all film negatives, master positives, master videotapes, submaster videotapes, submaster positives, sound tracks, reversal originals, reversal intermediates, cuts and trims, positive prints or video dubs, separations, audiotapes, sprocketed magnetic film, sound track optical negatives, striped film prints and film prints, digital files (including but not limited to still image files, image file sequences and digital media files), and all IP Rights in all of the foregoing, and in each case, that are delivered to or deposited with SD by Client or on Client’s behalf.

(c)    "IP Rights" means any and all intellectual property rights now known or hereafter existing throughout the world (including but not limited to patents, copyrights, trademarks and trade secrets).

(d)    “Methods” means the methods, systems, know-how, concepts, ideas, technology, information, materials, processes, and the like used by SD in rendering the services hereunder.


2.         Orders. SD is entitled to rely on instructions given to SD by Client and/or any third party purportedly acting on Client’s behalf. Any changes or modifications to such instructions shall be required to be in writing and delivered to SD as soon as reasonably practicable, in the manner required for notices as set forth herein below. All orders shall be placed using SD’s standardized bid format and such order shall be binding on SD only if SD accepts such order in writing, provided SD may accept verbal orders at its discretion. Each order will create a separate contract governed by these Terms. Unless otherwise specified by Client in the bid, SD may, in its sole discretion, select the brand, type and quality of raw stock and materials to be used in connection with the services rendered.

3.         Client Obligations. Client represents and warrants that (a) it is the sole owner of, or has the right to possess, use and direct SD to use, all Elements and its use does not and will not infringe on or misappropriate any copyrights, trademarks, privacy rights, publicity rights, or any other proprietary or personal rights of any person or entity, (b) it has made a security (or second) copy of the Elements and any master copy, (c) as long as Client is indebted to SD hereunder, Client shall not to pledge, hypothecate, assign or otherwise encumber the Elements without the prior written consent of SD, and (d) the Elements shall be suitable for use by the usual methods employed by SD in its operations. Client shall indemnify, hold harmless and defend SD from any and all liability, claims, losses, damages and expenses, including without limitation, reasonable attorney's fees, arising out of or in connection with (i) the publication, processing, use, distribution, contents or exhibition of the Elements and/or Deliverables, including and without limitation, any liability for libel, slander, defamation, invasion of right to privacy, misappropriation, or infringement of patent, copyright, trademark, or other proprietary right, (ii) any act or omission of Client, including any breach of Client's representations and warranties contained herein, and/or (iii) any property damage or injury caused by Client's agents or employees at SD. SD will have the right to retain separate counsel at Client's expense. Client shall pay for repairs to all equipment that was damaged at SD as a result of Client's negligence or misconduct. Payment for said repairs is due upon presentation of the repair bill and both parties agree that the Elements and Deliverables will not be released by SD until the subject repair bill is paid in full.

4.         Client’s Creative Control. Except as set forth herein, Client shall have control over all creative matters in connection with SD’s services and the materials being delivered by SD.  Client shall provide reasonable cooperation with SD to resolve all creative matters. In such events where Client elects not to supervise and/or cooperate with SD in the performance of SD’s services hereunder, or Client does not promptly and reasonably respond to inquiries or requests in connection therewith, then, Client shall be deemed to have waived any right to object to or contest any decisions or actions reasonably taken by SD and/or its staff (whether creative or relating to other matters). Notwithstanding the foregoing, if thereafter, Client desires corrections or changes to such unsupervised services rendered by SD, then Client shall have the right to request such corrections and/or changes, provided Client shall be solely responsible for any and all costs arising in connection therewith (including, without limitation, costs incurred by SD in connection with any services which had been previously unsupervised by Client), and provided further that SD shall have the right to require payment in advance of SD commencing any such corrections or changes. Neither party shall have the right to bind or otherwise make any commitment on behalf of the other party. 

5.         Payment.

            (a) Rates / Quotations. Work will be done at SD's rate card, current at the date an order is received from Client (http://www.siren6500.com/ratecard), unless SD has submitted alternative rates to Client in a written quotation, which shall be valid for thirty (30) days from the date of submission. Oral quotations are provided as an estimate only and shall not constitute a binding contract. All prices are subject to any applicable taxes. Rate cards are subject to change without notice.

            (b) Foreign Customers. All work for non-U.S. customers will be accepted on a U.S. currency cash basis only, which includes travelers' checks, bank drafts and funds deposited by wire. Client shall pay any costs associated with payment by non-U.S. customers.

            (c) Terms of Payment. All work shall be accepted on a C.O.D. basis unless credit has been established in advance. Except as otherwise provided for in the Deal Memo, payment of all invoices is due net fifteen (15) days from the date of the invoice. If a payment is not made when due, a service charge of the greater of two percent (2%) per month or the maximum amount allowable by law will be charged on all outstanding balances. In the event that the invoices are not paid in accordance with the terms as set forth herein and/or in the Deal Memo, any discount provided by SD shall be revoked and the fee due for the work performed will be based upon the normal rate card in effect at the time the work was performed. Client may not deduct from any payment due to SD in respect of any set-off or counterclaim. Any communications written or oral regarding any dispute and/or payments relative to any invoice or account which is the subject of any dispute must be sent within ten (10) days from the date of such invoice to Siren Digital, LLC, Attn: Credit Manager, 6500 Sunset Blvd., Los Angeles, CA 90028 and not to the payment remittance address. Client will also pay SD's costs of collection, if any, including but not limited to, reasonable attorney's fees.

            (d) Additional Costs.  Client acknowledges that the Fee and the costs stated in Exhibit A of the Deal Memo are estimates and subject to change.  Client will be responsible for any additional costs, elements, and services necessary for completion of SD’s services for the Picture, including any costs, elements, and services that exceed the estimates on Exhibit A of the Deal Memo.  Any such additional cost, elements, and services will be paid for by Client in advance of SD’s provision of services, and provided by SD at comparable industry pricing and quality-standards.

            (e) Possession. SD may retain possession of any Deliverables until SD has received payment in cleared funds for the services. Until such payment has been made, legal title to all Deliverables shall remain with SD (notwithstanding delivery or the passing of risk to Client); the license granted to Client in Section 13 below shall not take effect; and SD may repossess any Deliverables in order to effect such payment, and Client grants SD an irrevocable license to Client’s premises to effect such repossession, which license may be exercised with or without prior notice thereof.

            (f) Right to Terminate for Non-Payment. Without limiting any other rights of SD hereunder, SD shall have the right, in its sole discretion and with or without notice to Client, to cease and/or terminate all services to Client if Client fails to make any payment due hereunder within seven (7) days of the required payment date. Client releases SD from any and all liability, cost, damages or expenses which may arise out of SD’s terminating such services as set forth herein.

6.         Cancellation Fees. Client shall have the right to cancel the Agreement and services to be rendered hereunder solely in the event SD breaches any material term of this Agreement, which breach is not cured within a reasonable period after SD’s receipt of written notice thereof (the “Default Event”). In the event of the occurrence of the Default Event, Client shall provide written notice of its intent to terminate directly to Siren Digital, LLC, 6500 Sunset Blvd., Los Angeles, CA 90028, Attn: President, by certified mail (return receipt requested) or email, and such termination shall not be effective until SD has received and approved such termination in writing. In the event of any cancellation hereunder, Client shall pay for services rendered, or products ordered or produced, prior to such cancellation, and SD shall have the right to withhold any Deliverables, Elements or other materials in its possession until payment is made in full. Client shall pay any cancellation charges (up to 100% of the estimated costs for the period booked), plus interest equal to SD’s bank prime rate plus 2%, that may apply, based on SD's cancellation policy at the time of cancellation. SD’s cancellation policy as set forth herein may be modified by SD at any time, without notice.

7.         Right to Refuse Performance. SD may, without liability, refuse or cease to perform services if SD, in its sole discretion: (a) deems an Element to be unlawful, infringing, pornographic or degrading or otherwise objectionable, defamatory, libelous, or offensive with respect to applicable standards, customs, or practices; (b) SD might subject itself to criminal or civil proceedings or to liability of any kind; (c) finds that Elements are not of the necessary technical standard to enable SD to perform its work; (d) deems that Client is in material breach of any of these Terms; or (e) deems that Client is unable to pay its debts or perform any of its obligations hereunder.

8.         Delivery. SD shall deliver to Client or Client’s designee the Deliverables in accordance with the delivery date(s) set forth in Exhibit B of the Deal Memo. SD’s delivery obligations shall be subject to Client’s complete delivery and provision to SD of all necessary elements, including, without limitation, the locked Picture and final visual effects and final audio mix for the Picture, by such dates and at such locations required by SD. Any delay in SD’s delivery will not be a breach if caused by a force majeure event or by delays requested or caused by Client during the delivery and editing process, including under Client’s right to control cutting and editing under Section 17. 

(a) SD shall deliver the Deliverables on Exhibit A of the Deal Memo by the date, and to such locations, as set forth in the Deal Memo, or, if no address is listed thereon, then to the address in the Los Angeles, California vicinity that Client shall designate in writing to SD. For clarity, SD shall not be required to make delivery to any address, location, or third party (e.g., to a sales agent or distributor) unless set forth in the Deal Memo or as otherwise mutually agreed in writing and in accordance with subsection (c) below.  Unless specifically listed on Exhibit A of the Deal Memo, Client acknowledges that the Deliverables shall not provide for a television version.  Client may inspect the Deliverables prior to SD delivering the Deliverables to any distributor or sales agent or other third party.  If such inspection reveals any failure by SD to comply with its obligations under this Agreement, other than by reason of breach by Client hereunder and/or any delays resulting from actions of Client or events of force majeure, SD shall promptly correct such problems or failures at no additional cost to Client.  If delivery to a distributor or sales agent is included in the services to be rendered by SD pursuant to this Agreement, then, prior to SD delivering the Deliverables to a distributor or sales agent, SD shall (at Client’s sole expense) also prepare and deliver to Client any DVDs or electronic copies of the Picture requested by Client in order for Client to screen the Picture to distributors or sales agents.

(b) The parties acknowledge that delivery may be made by courier, satellite, fiber, posted to an Internet site or server, or email, as requested by and at the expense and risk of Client. Client hereby consents to SD posting Elements and Deliverables on a FTP site and providing access (via a user identification and password) to Client’s vendors that are working on the same project as SD and that have a need for the content on such site. Unless otherwise requested, SD will ship all physical materials collect, via a carrier of its selection, and a handling charge will be added to all prepaid shipments. All delivery costs shall be at Client’s sole expense.

            (c) In the event Client requires SD to deliver materials, elements or other products which are not listed on Exhibit A of the Deal Memo (“Additional Deliverables”), and/or to deliver any Deliverables (including, without limitation, Additional Deliverables) to any locations other than as set forth in the Deal Memo, Client shall timely advise SD thereof, in which case the parties shall negotiate in good faith SD’s provision of any such Additional Deliverables, delivery to additional locations, and/or, if necessary, an extension of the delivery date, including, without limitation, an additional fee to SD in connection with such services, which fees shall be paid by Client in advance. For clarity, SD shall not be required to incur any costs in connection with the provision of Additional Deliverables, delivery to additional locations and/or the extension of any delivery dates as may be required hereunder. 

9.         Limitation of Liability.


            (b) Limitations of Responsibilities of SD. It is understood and agreed that SD is not an insurer and that payments made for services provided by SD hereunder are based solely on the value of such services. The Elements and Deliverables are received, processed and stored solely at the risk of Client. SD reserves the right to assign or subcontract all or any part of the work ordered. Unless mutually agreed by SD and Client and set forth in the Deal Memo, SD may hold Elements at any place(s) that SD deems appropriate, at Client’s cost and expense, there being no promise or representation, expressed or implied, that the Elements and Deliverables will be retained or stored at any particular location or by under particular conditions.

            (c) Limitations for Defects in Delivery, Services or Materials. If any Deliverable is defective or is erroneously labeled or shipped by SD, or if non-conforming services or materials are furnished by SD, SD's liability therefore shall be limited to replacement or repair of such defective Deliverable (at the option of SD), and the correction of such errors in shipment or labeling or the providing of conforming SD services or material at SD's expense; provided that the defective Deliverable is returned and written notice of such imperfection or error in labeling or shipment is received by SD within ninety (90) days after shipment.

            (d) Limitations for Delay in Delivery. SD shall use reasonable efforts to deliver in accordance with delivery dates, but SD is not liable for any loss or damages caused by SD's failure to meet any delivery date or times, or failure to give notice of delay.

            (e) Force Majeure. Without limiting the generality of the foregoing, SD shall not be liable for any delay or loss due to delays or failures in performance caused directly or indirectly by any Element; acts of God; Client, civil or military authorities; terrorism; civil unrest; fires; floods; epidemics; quarantine restrictions; wars; riots; strikes; lock outs; labor difficulties; failures of equipment or transportation; inability to obtain, or the failure of others to deliver, any Element, machinery, equipment or qualified personnel; or any other cause beyond SD's reasonable control. In the event of a delay, the delivery or shipping date, as appropriate, shall be deemed extended for a period equal to the delay.


10.        SD Lien / Security Interest. In addition to any other liens, rights or remedies given to SD under applicable law herein, Client hereby grants, assigns and transfers to SD a security interest in and to, and a lien on, any and all Elements and Deliverables in the possession of SD as security for payment of any and all services and materials furnished to Client by SD. The parties agree that if the Elements or Deliverables are voluntarily restored or delivered to Client or some third person prior to payment to SD for such materials and services, the lien and security interest therein shall not be extinguished but shall survive. Client shall execute any such documents including a UCC financing statement, as may be required to protect such security interest. In the event Client fails to so execute any such documents, then Client hereby appoints SD as its attorney-in-fact, to execute same and to do such other acts in its stead, for the purposes of perfecting the security interest granted to SD hereunder.

(a) Additional Payments. In the event SD exercises its rights hereunder by selling the Elements or Deliverables at a public or private sale, then Client agrees to pay SD on written demand whatever deficiency may be due after the proceeds are applied to payment of the indebtedness, including, without limitation, all legal and other costs, expenses and charges incurred in the collection, sale, delivery or preservation of the Elements or Deliverables.

(b) Title After Sale. Client agrees that if SD shall enforce its rights under any law, it or any other person acquiring title or interest in or to any Elements or Deliverables at public or private sale, shall have and is hereby granted, all right, title and interest of Client in the Elements or Deliverables, without any further action required of Client.

11.        Insurance.

            (a) Client agrees to insure fully, at its own expense, the Elements and Deliverables against all insurable risk, including, without limitation, damage or destruction of such Elements and Deliverables through the negligence of SD. Such insurance against any and all losses (including incidental and consequential losses) for which insurance is available and the policy and the policy of insurance shall provide that the insurer waives all claims of subrogation against SD. SD shall not insure any Elements or Deliverables, and shall have no obligation to secure and/or maintain such insurance in the event of Client’s failure to do so. Client shall add SD as an additional insured to its errors and omissions policy (when such policy is undertaken) and general liability insurance policy, and shall provide the certificate(s) to SD before the release date of the Picture and/or otherwise at SD’s request.

            (b) SD shall be solely responsible for securing and maintaining insurance coverage on all items or equipment used by SD or its contractors hereunder, and for automobile insurance on all of SD’s or such contractors’ vehicles.

12.        Technical Calibration and Exhibition. Client hereby grants SD the right to use the Elements for technical calibration to adjust the systems used to process the Elements. Client also hereby grants SD the limited right to exhibit the Deliverables, or excerpts thereof, on SD’s websites, in press releases, or in "demo reels" for the limited purpose of demonstrations of SD's work in accordance with standard industry practice.

13.        Proprietary Rights.

            (a) Client Ownership. As between Client and SD and subject to these Terms, Client owns and shall retain all right, title and interest, including, without limitation, all IP Rights, in and to (i) the Elements, and (ii) upon full payment of the services, the Deliverables, except for the Methods used therein for which Client has a license as set forth below (collectively, "Client IP").

            (b) License to Methods. Subject to the remaining terms hereof, and SD’s rights hereunder, SD hereby grants Client a non-exclusive, irrevocable, royalty-free, fully paid-up license, throughout the universe and in perpetuity, to use the Methods only as contained in the Deliverables solely as necessary for the distribution of Client’s products into which such Deliverables are incorporated.

            (c) SD Ownership/Confidential Information. As between Client and SD, SD owns and shall retain all right, title, and interest, including, without limitation, IP Rights in and to the Methods ("SD IP"). Client acknowledges and agrees that: (i) SD shall have the right to use the SD IP in performing services for third parties and (ii) the work product and deliverables rendered as the result of such services may be substantially similar to the Deliverables, provided that SD does not use any Client IP; and (iii) the Methods are SD's trade secrets. Client shall not disclose any information regarding or relating to the SD IP, SD’s business and production methods, and any other information of SD which is deemed, or reasonably should be deemed, confidential and proprietary information, it being agreed that any such disclosure shall cause irreparable injury to SD. 

            (d) Additional Rights. Except as expressly set forth herein, each party hereby expressly reserves all rights in and to its IP Rights, and the other party shall not acquire any such rights, whether by virtue of these Terms, operation of law, estoppel, or otherwise. Each party shall not contest, directly or indirectly, the validity or ownership of the other party's IP Rights. Each party shall not, and shall not permit any other third parties to: (a) create derivative works from the other party's IP Rights, (b) disassemble, decompile, reverse engineer, or otherwise attempt to discern any aspects of the other party's IP Rights, (c) sublicense, lease, rent, loan or distribute or otherwise transfer or grant access to the other party's IP Rights, or (d) otherwise use or attempt to exploit the other party's IP Rights in a manner not expressly authorized by these Terms.

14.        SD’s Services/Non-Union Personnel. SD shall provide Client with the equipment, personnel, and services to provide the post-production services as set forth herein.  SD shall hire all SD personnel on a non-union basis. SD makes no representations of the Picture’s union status. Any and all obligations to film guilds or film unions is the sole responsibility of Client.

15.        Turnover Requirements. SD shall provide Client with a detailed turnover list as it pertains to the Picture.

16.        Storage of Materials.  Upon completion of SD’s services, and provided that all obligations that may arise hereunder have been paid to SD, SD shall deposit (in Client’s name, and at Client’s sole cost) in such laboratory or laboratories as directed by Client all negatives, preprint materials, positive prints, and other laboratory materials prepared or made in connection with the Picture, all of which shall be the sole property of Client.  Client shall be solely responsible for securing and paying the costs of long-term storage for all original materials, including but not limited to film negative, tapes, DVDs, and electronic storage related to the Picture.  If Client does not move such materials related to the Picture (or fails to direct SD where to move such materials) to a long-term storage facility within thirty (30) days of SD’s delivery under Section 8, then SD reserves the right to bill Client for storage of materials related to the Picture and/or to destroy or otherwise dispose of such materials, at SD’s election. Client agrees to indemnify, hold harmless and defend SD from any and all liability arising out of or connected with SD's destruction or disposition of said Elements or Deliverables as provided herein, and SD will have the right to retain separate counsel at Client's expense in connection therewith.

17.        Cutting and Editing.  SD’s services related to cutting and editing of the Picture shall be performed under the supervision, direction, and control of Client.  Client shall have the unrestricted right to cut and edit, transpose, interpolate in, and add to or subtract from the Picture any media, including the Picture’s soundtrack, as Client deems appropriate at any time.  SD shall provide in all agreements that Client or its designee shall have final cutting authority in connection with the Picture.   As used in this Agreement, the terms “cutting” and “editing” include post-synchronization, hanging, and dubbing of narration, dialogue, music, or sound effects recorded in the Picture.

            (a) Editorial Suite Hours.  SD’s hours of operation are Monday through Friday from 9 am to 8 pm pacific time (“Business Hours”), except that SD may be closed on certain federal and California holidays, and on such other days elected by SD, at SD’s discretion.

            (b) Editorial Suite Access.  SD’s editorial suites will be open during Business Hours and may only be accessed when SD personnel is on site, unless otherwise agreed in writing by SD personnel.  If SD personnel are present outside of Business Hours, Client’s production staff may also use the facilities (e.g. after 8 pm on weekdays.), provided SD has given advance written preapproval of such use.  If Client’s production staff requests to work outside Business Hours, and at times when no SD personnel will otherwise be present, then SD may, at SD’s sole discretion, charge Client additional charges and fees to reflect the costs to SD in permitting such use, including, without limitation, the costs of having SD personnel present at such times. SD may require Client to pay such additional charges in advance of Client’s use of the facilities.

            (c) Picture Access.  Client’s production staff shall be hired by Client and shall have full access to the Picture, subject to the terms hereof. SD shall have no obligation to incur any costs in connection with such production staff’s use of and/or access to the facilities. SD shall not be liable for any action or inaction of Client or Client’s production staff as it relates to the security and confidentiality of the Picture and/or the public exhibition or screening of any piece or part of the Picture by Client or any of Client’s production staff. Client’s production staff shall comply with all rules and regulations as may be provided by SD from time to time (including, without limitation, safety rules). SD shall have the right to deny access to any member of Client’s production staff who does not comply with SD’s rules and instructions and/or is otherwise deemed disruptive of and/or harmful to the facilities and/or any other personnel thereon.

18.        Miscellaneous.

(a) Governing Law/Venue/Arbitration. These Terms shall be governed by California law. The exclusive venue for all legal proceedings shall be the County of Los Angeles, California. Any dispute arising hereunder shall be resolved solely through binding arbitration conducted in Los Angeles, California under and pursuant to the commercial arbitration rules of the American Arbitration Association (“AAA Rules”), as said rules may be amended from time to time with full rights of discovery as permitted in accordance with California law.  Such rules and procedures are incorporated and made part of this Agreement by reference.  It is agreed that the arbitration shall be before a single arbitrator familiar with entertainment law.  The arbitrator shall, in his/her sole discretion, award the prevailing party in such arbitration the right to recover its reasonable outside attorneys’ fees and costs (including the costs of any audit) incurred in connection with such dispute and/or arbitration.  Any award shall be final, binding, and non-appealable.  The parties hereby expressly waive any and all rights to appeal, or to petition to vacate or modify, any arbitration award issued in a dispute arising out of this Agreement. Each party hereby irrevocably submits to the jurisdiction of the state and federal courts for the County of Los Angeles in connection with any petition to confirm an arbitration award obtained pursuant to this Section.  The parties agree to accept service of process in accordance with AAA Rules.

 (b) Modification. These Terms and the Deal Memo constitute the entire agreement between SD and Client with respect to the subject matter contained herein. These Terms apply to every contract for the provision of services by SD to Client and the supply of services by SD shall not constitute acceptance of any other terms and conditions. SD reserves the right to make changes to these Terms from time to time, at its sole discretion. An up-to-date copy will be available at www.siren6500.com/termsandconditions, or on request. No other party shall have the right to amend, alter, waive or modify the terms of these Terms without SD’s express written consent in each instance.

(c) Notices. All notices and communications hereunder to SD shall be sent to c/o Siren Digital, LLC, 6500 Sunset Blvd., Los Angeles, CA 90028, Attn: Legal Department, unless notified otherwise in writing. Any notice or communication hereunder to SD shall be deemed to have been duly given when in writing and actually received by SD. All notices or communications hereunder to Client shall be deemed to have been duly given when in writing and personally deposited in the United States Mail with postage prepaid to Client at the last known address of Client.

(d) Waiver. No failure or delay by SD in exercising any of its rights under these Terms shall be deemed to be a waiver of any term, Client's breach or any subsequent breach of the same or other provision hereof.

(e) Severability. The invalidity of any one of these Terms shall not affect the validity of the remaining Terms.

(f) Assignment/Subcontracting. These Terms shall bind and inure to the benefit of the respective heirs, principal representatives, successors, and assigns of the parties; provided that any credit extended to Client shall not be extended to its successors and assigns without successful completion of a new credit application. SD may assign these Terms or subcontract its services, in whole or in part, at its discretion and without notice to Client.

(g) Parties. These Terms shall not constitute a partnership or employment relationship between the parties.

(h) Rights and Remedies. SD's rights and remedies shall be cumulative and not exclusive, and the exercise of any right or remedy shall not affect its right to enforce one or more other remedies.

(i) Further Negotiations/Attorneys’ Fees. In the event Client requests any changes or modifications to, and/or negotiations in connection with, these Terms, then Client shall be responsible for payment of all of SD’s legal fees incurred, if any, and SD may require payment of such fees (or the reasonable estimate thereof) in advance of entering into any such negotiations.





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