MAKE ROOTS Terms and Conditions

1. Partnership and Scope
Our goal as Producer (Make Roots LLC.) is to partner with you (Client) to execute a successful marketing strategy and to achieve the specific goals outlined in the agreed-upon proposal (the “Media”). The scope of services, roles, and responsibilities are defined in the proposal and are limited to those stated services unless otherwise agreed upon in writing.

2. Client Involvement and Responsibilities
Your engagement and participation are essential to the success of this project. As the Client, your unique insights and expertise are valuable assets, and we rely on your timely input to help realize the project’s full potential. Prompt responses and availability for feedback are paramount, as delays may impact the production timeline and could result in additional costs or adjustments to deadlines.

  • Responsibility for Content and Information: The Client agrees to provide accurate and comprehensive information, resources, and access to necessary personnel, locations, and materials to facilitate the production process. This includes providing details about the product, service, institution, or business as needed.

  • Location and Scheduling: The Client is responsible for securing and ensuring the availability of locations and personnel as required for the production. Any changes to agreed locations or schedules should be communicated promptly.

  • Permissions and Releases: The Client is responsible for obtaining all necessary written releases for any personnel, models, or participants provided by the Client who appear in the Media. Make Roots LLC is not liable for any future claims regarding the right of publicity or privacy for individuals filmed at the Client’s direction.

3. Production Process
Make Roots LLC. is committed to producing a high-quality product that meets or exceeds industry standards. We will exercise reasonable skill, care, and professionalism in delivering the agreed-upon Media within the specified timeframe. However, production quality and timelines are contingent on the Client’s provision of required resources, feedback, and approvals as set forth in the project timeline.

4. Ownership and Licensing
Upon full payment, the Client will own all rights to the final master recordings, including copyright, licensing rights, and distribution rights for all content created under this agreement. Make Roots LLC. retains the right to use portions of the content in a limited capacity for our portfolio, promotional materials, and demonstration reels, unless otherwise restricted by a separate confidentiality agreement. Project Assets: While the Client owns the final "Media," all raw footage, project files, and proprietary editing sequences remain the property of Make Roots LLC. These assets are not included in the project delivery. If the Client wishes to purchase raw footage or project files, an additional "Asset Transfer Fee" will apply. Third-Party Rights: Any licensed assets used in the Media (such as stock footage, music, or fonts) are subject to the terms of their respective licenses. Make Roots LLC grants the Client a sub-license for the use of these assets within the final Media only. These licenses do not transfer full ownership of the third-party asset to the Client.

5. Revisions and Approvals
Revisions are defined as requiring less than 10% adjustment to the total presentation. For instance, a one-minute video requiring six seconds of revised media (including, but not limited to adjustments of text, timing, audio, clip selection) is within the limit. However, a one-minute video requiring more than six seconds of revised media will be charged an additional out-of-scope editing fee. The proposal will include a specified number of revisions within the scope of work. Additional revisions beyond the agreed-upon scope will incur additional fees commensurate with the workload, as defined by Make Roots. Final approvals on all major phases (e.g., script, rough cuts, final edits) must be provided in a timely manner as outlined in the timeline to avoid delays. Revision requests must be submitted in a single, consolidated list to ensure the production timeline remains on track. Project Momentum: To maintain production schedules, projects that are delayed by the Client for more than 30 consecutive days (due to lack of feedback or materials) will be considered "on hold." In this event, Make Roots LLC reserves the right to invoice and receive payment for all work completed to date. A "Restart Fee" may apply to resume the project once the Client is ready.

6. Cancellation and Rescheduling
If the Client cancels or significantly alters the production schedule within 14 days of a planned shoot or milestone, Make Roots LLC. reserves the right to invoice for the time, materials, or resources already committed. In cases of rescheduling due to inclement weather or other unforeseen circumstances, both parties will work together to reschedule without additional costs wherever possible.

7. Liability and Indemnification
Make Roots LLC. will take every reasonable precaution to protect both the personnel and equipment during production. However, the Client agrees to indemnify and hold Make Roots LLC. harmless against any claims, damages, or losses arising from circumstances beyond our control, including, but not limited to:

  • Injuries or damages to third parties or property caused by Client personnel or equipment on-site

  • Use of information, content, or locations provided by the Client that infringe on third-party rights

8. Confidentiality
Both parties agree to maintain confidentiality concerning proprietary information disclosed during the production process. Make Roots LLC. will not disclose or use any confidential information provided by the Client, except as necessary for the completion of the Media. Similarly, the Client agrees to keep production processes and strategies confidential unless otherwise agreed upon.

9. Payment and Late Fees
A 50% nonrefundable deposit is required to begin any/all engagements, unless stated otherwise in your agreement. See your agreement for further payment terms. Payments are due within 30 days of work-to-date as defined and completed by Make Roots LLC. Any late payments will incur a 10% fee after 20 days past the due date. All production work will pause if payment deadlines are not met, potentially resulting in schedule changes.

10. Cancellation Fee: If the project is canceled for any reason other than by mutual agreement, Client shall pay for all work completed to date or 30% of the remaining project balance, whichever is greater. Payment shall be due within 10 business days of cancellation.

11. Entire Agreement
This agreement constitutes the entire understanding between Make Roots LLC. and the Client regarding the production services outlined and supersedes all prior agreements, understandings, or discussions. Any amendments to this agreement must be made in writing and signed by both parties.

12. Jurisdiction: This agreement is governed by the laws of the State of Pennsylvania. Any disputes arising from this agreement shall be settled in the courts of Allegheny County.