Terms and Conditions
These Terms and Conditions (“Agreement”) are entered into five (5) business days after a link to the Agreement is first emailed to the Client (the “Effective Date”) by and between Lost Robot, LLC, an Arizona limited liability company (the “Company”), and any business that received a link to this Agreement and did not send Company notice in writing within five (5) business days that the Client was rejecting the Agreement (the “Client”). Company and Client are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, Company provides services related to cinematography, photography, social media, marketing, website design, pre-production, production, and post-production;
WHEREAS, Client desires to engage Company, and Company desires to be engaged, to provide the said services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Client agree as follows:
1. TERM
This Agreement shall start on the Effective Date and shall continue until terminated by either Party. Either Party may terminate this Agreement, but only if the other Party has materially breached this Agreement. If a Party materially breaches the Agreement, the other Party shall be excused from any further performance under this Agreement.
2. SERVICES
Company shall complete any and all services agreed upon by the parties in writing via email communications (the “Services”). Company has no obligation to complete any services that the parties do not explicitly agree to in writing or do not memorialize in writing.
All videos, photos, and other media that Company creates as part of the Services shall be considered the “Deliverables.” Company shall send the Deliverables to Client via email within five (5) business days after receiving the Fees detailed herein. Company may delete the Deliverables any time after they are delivered. Company has no obligation to retain a copy of the Deliverables after Company sends them to Client. Company cannot breach this Agreement if Company timely performs the Services exactly as they are described and agreed to by the Parties in this Section 2 and in email communications between the Parties, even if Company did not perform the Services in the exact way or with the exact effect desired by Client. Client acknowledges that the Services are artistic in nature. Company shall have sole discretion regarding any artistic expression involved in the Services (the angles at which photos or videos are captured, the equipment used, the editing techniques applied to the photos or videos, etc.) unless the Parties specifically and explicitly agree on a limitation to Company’s artistic expression (ex. Client and Company agree regarding the number of photos or length of a video).
3. FEES
Client shall pay Company whatever amount of money that the parties explicitly agree to in writing (the “Fees”). Company shall have no obligation to provide the Client with any Deliverables until and unless Client pays Company the Fees in full. If Client does not pay Company the Fees within five (5) business days of receiving an invoice from the Company (the ”Due Date”), Client shall owe Company a $10.00 late fee and interest shall accrue on the past-due Fees at a rate of 20% per annum. If the Client does not pay the Fees in full within one year of the Due Date, Company may dispose of the Deliverables in its sole discretion.
4. MATERIALS PROVIDED BY CLIENT
Client represents and warrants that Client has the right to use any and all videos, photos, or other documents and things (the “Materials”) that Client provides to Company in any way which Client asks Company to use the Materials (the “Directed Use”). By providing Materials to Company, Client represents and warrants that it either owns the Materials or has already secured any and all necessary permissions, licenses, or other authorizations to use the Materials for the Directed Use. Client shall indemnify Company and hold Company harmless if any person or entity alleges a claim against Company arising out of or related to Company’s Directed Use of the Materials.
5. PERMISSIONS TO COMPLETE SERVICES
Client represents and warrants that Company may lawfully perform any of the requested Services without obtaining any permits, permissions, or any other authorization to complete the requested Services (the “Necessary Authorizations”). Client represents and warrants that to the extent there are any Necessary Authorizations, Client shall obtain the Necessary Authorizations prior to asking Company to complete the requested Services. Company shall have no obligation to complete any Services if Client has not obtained one or more of the Necessary Authorizations. Client shall provide Company with proof that Client obtained the Necessary Authorizations when or before Client first emails Company regarding the requested Services. Client shall indemnify and hold Company harmless if any person or entity alleges a claim against Company arising out of or related to Company performing any Services without the Necessary Authorizations.
6. VIDEOS OF REAL PROPERTY OWNED BY THIRD-PARTIES
For the purpose of this Section:
a. “Property” shall refer to real property that is not owned by either Party.
b. “Owners” shall refer to any and all owners of Property.
c. “Property Video” and “Property Videos” shall refer to any and all videos taken at a Property or which include footage of a Property.
d. “Consent” shall refer to the agreement attached to this Agreement as Exhibit A with any and all blanks (i.e. ““) filled out, and the signature of any and all Owners of the Property the Consent is for.
Client shall obtain the Consent of any and all Owners of a Property before providing a Property Video to the Company. Client shall also obtain the Consent of any and all Owners before asking Company to film a Property Video. Company shall have no obligation to provide any Services involving a Property Video until and unless Client provides Company with a Consent for that Property Video. Client shall indemnify Company and hold Company harmless if any person or entity alleges a claim against Company arising out of or related to Company using or taking a Property Video without a Consent.
7. INTELLECTUAL PROPERTY
Any and all works, trademarks, names, terms, ideas, inventions, or anything else created by Company which qualifies for protection under the Copyright Act of 1976, the U.S. Patent Act, the Lanham Act, the Uniform Trade Secret Act, or any other statutory or common law of any country including, but not limited to, the United States (“Intellectual Property”) shall remain the intellectual property of Company regardless of whether the Intellectual Property was created by Company in connection with this Agreement. Company grants Client a license to use any Intellectual Property Company provides Client until and unless this Agreement is terminated. If Client does not pay Company any Fees by the Due Date, the license for Client to use any Intellectual Property Company provided Client as part of the Services which the Fees are compensation for shall be suspended until the Fees, the late fee, and any interest accrued is paid by Client to Company.
8. MATERIAL BREACH
A breach of this Agreement is not a material breach until and unless it qualifies as a material breach under this Section.
a. Company materially breaches this Agreement if:
i. Company fails to perform any of the Services to Client within any time frame agreed to by Company and Client in this Agreement; or within ninety (90) days from the Effective Date or from when Company has received proof from Client that it has obtained all Necessary Authorizations and Consents, whichever is later;
ii. Client provides Company with notice that Company has breached the Agreement, specifies any and all ways in which Company has breached this Agreement, and identifies what portion of the Fees Client has already paid Company, if any, for the Services which have not been performed (the “Unearned Fees”); and
iii. Company fails to provide the Services to Client or, alternatively, pay Client the Unearned Fees within ten (10) business days of receiving the notice from the Client.
b. Client materially breaches this Agreement if:
i. Client does not pay any Fees by the Due Date or does not fulfill any of its other obligations under this Agreement;
ii. Company provides Client with notice that Client breached the Agreement and specifies any and all ways in which Client has breached this Agreement; and
iii. Client fails to pay the Fees, late fees, and interest to Company within ten (10) business days of receiving the notice from the Company or otherwise cure its breach of the Agreement within ten (10) business days of receiving the notice.
The only damages relating to or arising out of a material breach of this Agreement by Company which is within the contemplation of the Parties is Client paying Fees to Company for Services that are not performed or not fully performed by Company. Client’s damages arising out of or related to this Agreement shall be limited to any and all Fees Client paid Company in connection with the Services which Company does not perform or does not fully perform. In no event shall Company be liable to Client for any indirect, incidental, consequential, or punitive damages, or for any lost profits, revenue, or property regardless of whether the Client’s alleged damages arise out of an action in contract, tort, or any other action. Company would not have entered into this Agreement if it was within the contemplation of Company that Company could be liable to Client for any damages arising out of or related to this Agreement other than reimbursement of Fees.
9. NOTICES
Any “notice” or “notices” or requirement to “notify” contained in this Agreement (“Notice” or “Notices”), unless the Agreement expressly provides otherwise, must be in writing and addressed to the other Party at an email address and physical address provided by the Party to the other Party.
All Notices must be sent by personal delivery, nationally recognized overnight courier, certified mail, or registered mail, and by electronic mail. If the Notice is unable to be delivered and the Party sending the Notice (the “Notifying Party”) has actual notice the Notice was unable to be delivered either by regular or electronic mail, the Notifying Party must call the Party receiving the Notice (the “Notified Party”) at least twice on different business days and request a substitute address and/or email address than the one where the Notice was unable to be delivered. The Notifying Party must also send the Notice to any address or email address listed where the Notifying Party has not yet attempted to deliver the Notice. It is the responsibility of each Party to communicate to the other Party in writing if they would like to receive Notice from the other Party at a specific email or address.
Notice is effective only:
i. On receipt by the Notified Party; or
ii. Ten (10) business days after the Notifying Party has complied with the requirements of this section.
10. ENTIRE AGREEMENT
This Agreement and the Previous Agreement solely as detailed herein constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties agree that any representations that induced them to enter into this Agreement or that they otherwise reasonably relied on in connection with this Agreement are contained in this Agreement.
11. SEVERABILITY
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement, unless modified by court, according to the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
12. AMENDMENTS
No amendment to or modification of the Agreement is effective unless it is in writing and accepted by both parties.
13. WAIVER
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
14. ASSIGNMENT
Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Client of any of its obligations under this Agreement. Company may assign or transfer any of its rights or obligations under this Agreement without Client’s prior written consent if, and only if, Company sells 75% or more of its assets to another entity or person. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
15. NO THIRD-PARTY BENEFICIARIES
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
16. CHOICE OF LAW
This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Arizona, United States of America, including its statutes of limitations, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona.
17. CHOICE OF FORUM
Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the Judicial Branch of Arizona Maricopa County and any appellate court in Arizona. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the Judicial Branch of Arizona Maricopa County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The prevailing party in any lawsuit arising out of or related to this Agreement shall be entitled to an award of their reasonable attorney fees and costs.
18. CONSTRUCTION AND INTERPRETATION
The Parties agree and acknowledge that they received the advice of legal counsel prior to entering into this Agreement, or had the opportunity to do so, but elected not to obtain legal advice. The Parties expressly agree that this Agreement was negotiated at an arm’s length, and thus should not be interpreted or constructed against the drafter. The Parties waive any right they have to argue otherwise.
19. COUNTERPARTS
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
IF THE PARTIES DO NOT NOTIFY EACH OTHER IN WRITING OTHERWISE ON OR BEFORE THE EFFECTIVE DATE, THE PARTIES AFFIRM THAT THEY HAVE READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTAND THE AGREEMENT IN ITS ENTIRETY, AND AGREE WITH ANY AND ALL TERMS OF THIS AGREEMENT.
Updated September 12, 2024
Exhibit A: Template Consent
Consent to Film Footage of or on Property
General Information
Property (address):
Owners (any and all owners of the Property):
Desired Footage:
Intended Use (how Company intends to use the Desired Footage):
Company:
Consent
By signing below, I represent and warrant that I am an owner of the Property identified above. I agree that Company and any of its agents including, but not limited to, Lost Robot, LLC (collectively, the “Company Parties”) may film the Desired Footage, described above, and use that Desired Footage for the Intended Use, described above. I waive any and all rights I have to object or any known or unknown claims I may have against the Company Parties, whether now or in the future, related to or arising from the Company Parties filming the Desired Footage or using the Desired Footage for the Intended Use.
I received the advice of legal counsel prior to entering into this Consent, or had the opportunity to do so, but elected not to obtain legal advice. This Consent was negotiated at an arm’s length, and thus should not be interpreted or constructed against the drafter. I waive any right I have to argue otherwise. This Consent is the entire agreement between me and the Company with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. I agree that any representations that induced me to enter into this Consent or that they otherwise reasonably relied on in connection with this Consent are contained in this Consent.
If any term or provision of this Consent is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Consent or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, Company and I shall negotiate in good faith to modify this Consent, unless modified by court, according to the original intent of Company and I as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Print Name:
Sign:
PRINT SERVICES ADDENDUM
to Lost Robot, LLC Terms and Conditions
This Print Services Addendum (“Addendum”) supplements the Lost Robot, LLC Terms and Conditions or other governing agreement (the “Agreement”) between Lost Robot, LLC (“Company”) and the client (“Client”) solely with respect to Print Services. Company and Client are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
For the purposes of this Addendum, “Print Services” shall mean the printing, reproduction, finishing, packaging, and physical production of images, photographs, graphics, text, or other materials submitted, specified, or approved by Client for printing (collectively, “Client Materials”), including any quantities, substrates, sizes, finishes, and delivery instructions set forth in an applicable quote, invoice, or order. “Deliver” shall mean the tender of printed materials to a carrier for shipment to Client or Client’s designee, or making printed materials available for pickup by Client or Client’s designee. “Fees” shall mean all amounts payable by Client to Company for Print Services as set forth in the applicable quote, invoice, or order, including any charges for printing, materials, shipping, handling, taxes, rush services, storage, and any other applicable costs.
By approving a quote, requesting Print Services, or paying any invoice for Print Services, Client agrees to be bound by this Addendum. The individual taking such action represents and warrants that they are authorized to bind the Client to the terms of this Addendum.
1. SCOPE OF PRINT SERVICES
Unless the Parties expressly agree otherwise in a writing signed by Company (including via email), Company’s role is limited to reproducing Client Materials and specifications. Company does not provide, and has no obligation to provide, creative design, editing, retouching, color correction, file enhancement, or other prepress services. Company has no obligation to alter, improve, validate, or otherwise review any Client Materials and shall have no responsibility for the aesthetic, creative, or commercial suitability of Client Materials.
2. CLIENT MATERIALS AND SPECIFICATIONS
Client is solely responsible for the quality, resolution, formatting, and overall suitability of all Client Materials submitted for Print Services, including ensuring compliance with Company’s technical specifications such as size, dimensions, bleed, margins, safe areas, fonts, embedded images, and color profiles. Company has no obligation to review, correct, or modify Client Materials and is not responsible for any defects, nonconformities, or dissatisfaction arising from or relating to Client Materials, Client’s specifications, or any materials, parts, supplies, or other inputs selected, purchased, or provided by Client.
3. COLOR, QUALITY, AND PRODUCTION VARIATIONS
Client acknowledges that variations between digital images and printed output are inherent in the printing process and may result from differences in monitors, screens, printers, inks, paper types, substrates, coatings, finishing processes, lighting conditions, display environments, and other production or environmental factors. Company does not guarantee exact color matching. Minor variations in color, brightness, contrast, alignment, trimming, cropping, or substrate characteristics are normal and do not constitute a Material Defect.
4. PROOFING AND APPROVAL
To the extent Company provides a proof, whether in digital or physical form, Client shall be solely responsible for reviewing and approving such proof prior to production. Client shall provide written approval or requested revisions within three (3) business days after receipt of the proof, unless otherwise agreed in writing by Company. If Client fails to respond within such time period, Company may, in its discretion, either delay production until approval is received or proceed with production based on the proof as submitted. Client hereby acknowledges that any delay in approval may extend production timelines.
Client’s approval of a proof constitutes acceptance of all aspects of the print, including layout, color, content, and placement. Company shall not be responsible for any errors or issues that were present in an approved proof. In the event no proof is requested or provided, Client assumes full responsibility for the final printed result.
5. INSPECTION, ACCEPTANCE, AND MATERIAL DEFECTS
Unless otherwise agreed to by Company in writing, Client shall inspect printed materials within three (3) days after delivery and must provide written notice of any alleged Material Defect within that period, describing the issue in reasonable detail. Failure to do so results in deemed acceptance in all respects.
For the purpose of this Addendum, “Material Defect” means a substantial, nonconforming error in the printed materials caused by Company’s production process that materially impairs the ordinary intended use of the printed materials.
Material Defects exclude (i) variations inherent in printing; (ii) issues caused by Client Materials, Client-approved proofs, or Client specifications; (iii) issues attributable to materials or inputs selected or provided by Client; and (iv) issues arising from lighting conditions, display environments, or other external factors.
6. EXCLUSIVE REMEDY FOR PRINT SERVICES
If Company determines, in its reasonable discretion, that a Material Defect exists and Client has provided timely notice, Client’s sole and exclusive remedy shall be, at Company’s option, either reprinting the affected materials or refunding the portion of Fees paid for the defective Print Services.
Company has no obligation to provide any remedy unless it determines that a Material Defect exists.
Except for the foregoing remedy, no other remedies shall apply to Print Services to the maximum extent permitted by applicable law, including, without limitation, chargebacks, offsets, withholding of payment, or claims for indirect, incidental, consequential, or special damages.
7. INTELLECTUAL PROPERTY; INDEMNITY; REFUSAL RIGHTS
Client represents and warrants that it owns or has obtained all rights, licenses, permissions, releases, and consents necessary for Company to reproduce and print the Client Materials, and that such use will not infringe, misappropriate, or violate any third-party rights or applicable law. Client acknowledges that Company does not verify such rights and may rely entirely on Client’s instructions.
Company may, in its sole discretion, refuse, suspend, or cancel any Print Services request if it reasonably believes the request may infringe rights, violate law, or expose Company to liability, and such refusal shall not constitute a breach.
Client shall defend, indemnify, and hold harmless Company and its owners, managers, employees, contractors, and agents from any claims arising out of or relating to Client Materials, including infringement, misuse, or violation of law.
8. PRODUCTION, SHIPPING, AND RISK OF LOSS
All production and delivery timelines provided by Company are estimates only and are not guaranteed. Company shall not be liable for any delay, failure to perform, or inability to meet any estimated timeline caused by factors outside its reasonable control, including carrier delays, supply chain disruptions, equipment failure, labor disruptions, or Client delays.
Risk of loss, theft, and damage transfers to Client upon delivery to a carrier or pickup by Client or its designee, whichever occurs first (F.O.B. origin). Title transfers at the same time to the extent permitted by law. Client is solely responsible for pursuing any claims with carriers for loss or damage in transit. Company has no obligation to replace or refund materials damaged in transit. Company will reasonably cooperate with such claims using documentation in its possession, at Client’s expense.
9. PAYMENT FOR PRINT SERVICES
Company shall have no obligation to release or Deliver any printed materials until payment for the applicable Print Services has been received in full. All Print Services shall remain subject to the payment terms set forth in the Agreement unless otherwise agreed in writing by the Parties.
10. NO ARTISTIC DISCRETION FOR PRINT SERVICES
Notwithstanding anything to the contrary in the Agreement, Print Services are production and reproduction services and shall not be considered artistic or creative services. Company shall not exercise artistic discretion with respect to Print Services except to the extent expressly agreed in a writing signed by Company.
11. ORDER CHANGES AND CANCELLATIONS
Once Client approves a quote or otherwise agrees to the Print Services and Fees in writing (including via email), orders may not be modified or cancelled. Client acknowledges that Company may promptly begin work and/or purchase materials upon such approval.
In the event Company, in its sole discretion, permits any modification or cancellation, Client shall remain responsible for all Fees and costs incurred prior to such request, including without limitation materials purchased, work performed, and any non-refundable expenses. Any approved changes may result in additional Fees and revised production timelines.
12. PRODUCTION QUANTITIES
Client acknowledges that production quantities may vary by a commercially reasonable margin due to the nature of printing processes. Such variations shall not constitute a Material Defect and shall not entitle Client to any refund, reprint, or other remedy.
13. STORAGE AND ABANDONMENT
Company has no obligation to store printed materials after production. If Client fails to arrange for delivery or pickup within 10 days after notice of availability, Company may, in its discretion, store such materials at Client’s expense or dispose of them without liability.
14. NO WARRANTY OF SUITABILITY
Company makes no representation or warranty that the printed materials will be suitable for Client’s intended purpose or use. Client is solely responsible for determining whether the Print Services meet its needs.
15. THIRD-PARTY VENDORS
Company may use third-party vendors or subcontractors to perform Print Services. To the maximum extent permitted by law, Company shall not be liable for the acts or omissions of such third parties; provided, however, that nothing in this Section shall limit Company’s liability for its own gross negligence or willful misconduct.
16. TAXES AND PASS-THROUGH COSTS
Client is responsible for all applicable taxes, shipping, handling, and third-party costs associated with Print Services, unless otherwise expressly stated in writing by Company.
17. CONFLICT; INCORPORATION; ORDER OF PRECEDENCE
This Addendum is incorporated into and made part of the Agreement. Except as modified herein, all terms of the Agreement remain in full force and effect.
If there is a conflict between this Addendum and the Agreement with respect to Print Services, this Addendum controls. If there is a conflict between this Addendum and a quote or invoice issued for Print Services, the following order of precedence applies: (i) the quote or invoice (for commercial terms only), (ii) this Addendum, and (iii) the Agreement.
Updated May 6, 2026