Standard Terms and Conditions of Service - Rushcut Media Inc.:

Effective date: May 1, 2019

  1. Purchase Order. Client hereby engages Rushcut Media Inc. (“Rushcut”) to provide services (“Services”) and pay the corresponding fees as described in the Invoice and/or Purchase Order (“P.O.”) sent concurrently due 15 days upon receipt of the P.O. If the P.O. is less than CAD$2500.00 prior to taxes, payment is due in full 7 days after commencement of service. Any modifications to the specifications in a P.O. shall require a written change order to this P.O. (a “Change Order”). Each Change Order shall be deemed to be an amendment to the P.O. and will become part of these Standard Terms and Conditions of Service.
  2. Method of Performing Services. Rushcut shall, in its sole and absolute discretion, determine the method, details, and means of performing the services to be performed hereunder, subject to the standards set forth in the P.O.
  3. Term and Termination. This P.O. shall be effective at the Effective Date and shall remain in effect until Service End Date as identified on the P.O., unless terminated pursuant to the provisions of this Section 3. If no Service End Date is identified, then the Services will end one (1) year from commencement of Services. In the event that either party hereto materially defaults in the performance of any of its duties or obligations under the Agreement and does not substantially cure such default, within ten (10) days after being given written notice specifying the default, then the non-defaulting party may, by giving written notice thereof to the defaulting party, terminate this Agreement as of a date specified in such notice of termination. Further, in the event that either party hereto becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, then the other party hereto may, by giving written notice thereof to such party, terminate this Agreement as of a date specified in such notice of termination. Upon termination of this Agreement, Client shall pay Rushcut for all Services rendered pursuant to the P.O.
  4. Payments to Rushcut.
    1. Charges. For the Services, Client shall pay to Rushcut the fees in the amount and manner set forth in the P.O. All fees and expenses incurred by Rushcut in the performance of the Services will be billed to Client in the manner set forth in a P.O.
    2. Time of Payment. In addition, and subject to the terms outlined in Section 1 above, any sum due Rushcut hereunder will be due and payable   upon receipt of an invoice from Rushcut. If Client fails to pay any amount due as to which no inquiry or dispute is pending within thirty (30) days from the date of the invoice, late charges of the lesser of 1½% per month (annual rate of eighteen percent (18%) or the maximum allowable under applicable law shall also become payable by Client to Rushcut. In addition, failure of Client to pay any invoiced amount as to which no inquiry or dispute is pending within sixty (60) days after the date of the invoice shall be deemed a material breach of this P.O., justifying Rushcut’s suspension of the performance of the Services, and shall be sufficient cause for immediate termination of this P.O. by Rushcut. If Client fails to pay, when due, any amount payable hereunder or fails to fully perform its obligations hereunder, Client agrees to pay, in addition to any amount past due, plus interest accrued thereon, all reasonable expenses incurred by Rushcut in enforcing this P.O., including, but not limited to, all expenses of any legal proceeding related thereto and all reasonable attorneys' fees incurred in connection therewith, on a solicitor and own client basis. No failure by Rushcut to request any such payment or to demand any such performance shall be deemed a waiver by Rushcut of Client’s obligations hereunder or a waiver of Rushcut's right to terminate this P.O. If Client terminates this P.O., pursuant to paragraph 3 above, Rushcut shall bill Client (at Rushcut’s then current rates) for Services already completed or substantially completed. Any and all fees payable to Rushcut shall be deducted from the Initial Payment, if such fees exceed the Initial Payment, Client shall pay any and all additional fees and payments owed to Rushcut.
  5. Permissions and Downloads. Rushcut will only activate downloads upon the receipt of a written request from an authorized representative of the Client. If Client requests that downloads are activated, Rushcut, DDM Inc., nor their affiliate’s or assigns will bear any responsibility for downloaded assets. The "100% Anti-Piracy Guarantee" will no longer be valid if Client requests that Downloads are activated.
  6. Representations and Warranties. Client has full corporate power and authority to accept and deliver this P.O. and to consummate the transactions contemplated hereby and constitutes the valid and binding agreement of Client, enforceable against Client in accordance with its terms. Further, Client represents it has obtained any and all necessary consents, licenses and permissions for use of the materials that Client adds to Rushcut, and has no actual knowledge that the materials infringe any valid right of any third party.
  7. Exclusion of Warranties. ALL SERVICES AND PRODUCTS PROVIDED UNDER THIS P.O. ARE PROVIDED ON AN “AS IS” BASIS. NEITHER RUSHCUT NOR ANY OF ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES WARRANTS THAT THE SERVICES OR PRODUCTS PROVIDED PURSUANT TO THIS P.O. WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY WARRANT THAT CERTAIN RESULTS MAY BE OBTAINED BY CLIENT IN CONNECTION WITH RUSHCUT’S RENDERING OF SERVICES HEREUNDER. RUSHCUT, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES AND LICENSORS MAKE NO WARRANTY, GUARANTEE OR REPRESENTATION EITHER EXPRESS OR IMPLIED REGARDING THE MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SERVICES OR PRODUCTS PROVIDED UNDER THIS P.O. RUSHCUT DOES NOT MAKE ANY WARRANTY OR GUARANTEE FOR ANY PRODUCTS OR SERVICES PROVIDED BY VENDORS SUGGESTED BY RUSHCUT.
  8. Limitation of Liability.
    1. NOTWITHSTANDING ANY TERM OR PROVISION CONTAINED IN THIS P.O., IN NO EVENT WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON, FIRM OR CORPORATION, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR OTHER SIMILAR TYPE OF DAMAGES, INCLUDING YET NOT LIMITED TO DAMAGES BASED UPON LOSS OF PROFITS AND/OR LOSS OF BUSINESS ARISING OUT OF OR IN ANY WAY RELATED TO THIS P.O., THE PERFORMANCE THEREOF, THE USE OF THE PRODUCTS PROMISED OR SERVICES DELIVERED PURSUANT TO THIS P.O., AND/OR A PARTY’S ALLEGED BREACH OF THIS P.O., WHETHER OR NOT THE OTHER PARTY IS INFORMED, KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
    2. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON, FIRM OR CORPORATION, FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THIS P.O., THE PERFORMANCE THEREOF, THE PRODUCTS OR SERVICES DELIVERED PURSUANT TO THIS P.O., AND/OR A PARTY’S ALLEGED BREACH OF THIS P.O., IN ANY AMOUNT OF MONEY WHICH SHALL EXCEED THE AMOUNT OF THE FEES PAID BY CLIENT TO RUSHCUT OR DDM INC. WITH RESPECT TO THE P.O. UNDER WHICH THE CLAIM IS MADE.
    3. THE LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION SHALL APPLY TO ALL CAUSES OF ACTION, INCLUDING, YET NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE, MISREPRESENTATION AND OTHER TORTS, AND LIABILITY BASED UPON THE PROVISIONS OF ANY PART OF THIS P.O. AND ANY FEDERAL, PROVINCIAL, STATE AND/OR LOCAL LAW AND/OR ORDINANCE. THE LIMITATIONS ON LIABILITY REPRESENT A FUNDAMENTAL TERM OF THIS P.O. AND NEITHER PARTY WOULD HAVE ENTERED INTO THIS P.O. WITHOUT THEIR INCLUSION.
    4. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS P.O., MAY BE BROUGHT BY EITHER PARTY AGAINST THE OTHER MORE THAN SIX (6) MONTHS AFTER THE CAUSE OF ACTION HAS ARISEN.
  9. Promotion. Rushcut and DDM Inc. and ZedDrive may refer to the title of the Show, product, the production company, broadcaster, distributor, team and associations, and use artwork released publicly by the Client, including poster art, as an example of a Rushcut client, on it’s corporate website (including subpages), and in official Rushcut social media postings, provided such use and/or mention will in no way be defamatory, derogatory or demeaning to the Client, its project/show, or its employees or assigns. Notwithstanding the foregoing sentences, it is understood that short, congratulatory postings/tweets, and the unaltered reposting/retweeting of public postings made by Client, the Show’s broadcaster or distributor (including logos and trademarks to the extent in the original postings/tweets) is considered pre-approved for promotional usage by Rushcut, DDM Inc., and their affiliate’s or assigns.
  10. Logo. Client shall have the right, but not the obligation, to include Rushcut’s name or logo in the credits of the Show. Rushcut acknowledges that Client may exercise such right in its sole and unfettered discretion, and that the exercise of such right with respect to one episode or version of the Show shall be non-precedential and shall not be deemed to create any obligation with respect to other episodes or versions of the Show.
  11. Indemnification. Subject to the provisions of Section 7, Client will indemnify and hold Rushcut, its parents or affiliates, shareholders, officers, directors, employees, agents and representatives harmless from and against all damages, costs, expenses, and liabilities arising from claims of third parties and as a direct result of a breach by Client of any representation, warranty, covenant or agreement set forth in this P.O., including without limitation, reasonable attorney’s fees and expenses.
  12. Turnaround. Rushcut has a 24hr turnaround guarantee. If changes to the original service needs to be executed in less than 24hrs, additional P.O.’s will be required.
  13. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of the services set forth in a P.O. or obligations set forth in this Agreement due to causes beyond its reasonable control, including without limitation, acts of God, acts of local, provincial, state or national governments or public enemies, acts of civil or military authority, labour disputes, material component shortages, embargoes, rationing, quarantines, blockades, sabotage, utility or communications failures or delays, earthquakes, fires, floods, riots or strikes. The time for performance of any act delayed by such an event may be postponed for a period equal to a period of such delay.
  14. No Agency or Joint Venture. The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contract This Agreement shall not be deemed to create a partnership or joint venture and neither party is the other’s partner, employee or representative.
  15. Governing Law. This P.O. shall be governed and interpreted in accordance with the laws of the Province of British Columbia, Canada without regard to the principles of conflict of laws. The parties agree to submit all disputes hereunder to the exclusive jurisdiction of the appropriate federal or provincial courts in the Province of British Columbia located in the city of Vancouver.
  16. Severability. Any provision of this P.O. which is rendered unenforceable by a court of competent jurisdiction shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate or otherwise render ineffective any or all of the remaining provisions of this P.O.
  17. No Implied Waiver. No term, provision or clause of this P.O. shall be deemed waived and no breach excused unless such waiver or consent is in writing and executed by a duly authorized representative of each party. Any consent, or waiver of, by any party to a breach by the other, whether express or implied, shall not constitute a consent to, or waiver of, or excuse for any different or subsequent breach.
  18. Confidentiality and Non-Disclosure. Rushcut, its shareholders, officers, directors, employees, agents and representatives acknowledges that the contents of the Show are confidential and accordingly Rushcut shall protect and secure the Show and all of Client's content utilizing first-class, industry standard security measures (including firewall, encryption, password protection). Rushcut shall not be responsible for any disclosure or security breaches that are caused by Client or its authorized users (including as a result of sharing login credentials, video recording the screen, or improperly safeguarding login credentials), all of which shall be Client's responsibility. Rushcut agrees to vault or delete all copies of the Show and Client's content, as requested by Client, upon the expiration of the term of this Agreement. Rushcut shall hold the Show and all of Client's content in strict confidence and shall not disclose such materials to any party, except as authorized by Client.
  19. Survival. The provisions of Sections 5, 6, 7, 11, 13, 14, 15, 16, 17, 18 and 19 shall survive and continue in full force and effect notwithstanding the termination or expiration of this P.O.
  20. Changes. We may update our Standard Terms and Conditions of Service from time to time. We will notify you of any changes by posting the new Standard Terms and Conditions of Service on this page. We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the "effective date" at the top of this Standard Terms and Conditions of Service. You are advised to review this Standard Terms and Conditions of Service periodically for any changes. Changes to this Standard Terms and Conditions of Service are effective when they are posted on this page.
  21. Contact Us: If you have any questions about this Standard Terms and Conditions of Service, please contact us: By email: info@zeddrive.ca or by visiting this page on our website: https://zeddrive.ca/contact-us/ or by mail: 601 W. Broadway Ave, Suite 400, Vancouver, BC, Canada, V5Z 4C2.