Perspective Squared_Production Services Agreement _Sept 2024rev

PRODUCTION SERVICES AGREEMENT – TERMS AND CONDITIONS

This Terms and Conditions (this “Agreement”) is a binding legal agreement between you and Perspective Squared Inc. c/o/b Life Legacy Stories (“LLS”) and sets out the obligations and agreements of the parties with respect to your purchase of LLS’s services to produce life story videos (the “Production”). Other obligations are contained in LLS’s website Terms of Service and the applicable Production Package Details displayed on LLS’s website, lifelegacystories.com (the “Site”), which both are incorporated into and form an integral part of this Agreement.

The term “Client” in this Agreement refers to you and anybody to whom you transfer your benefits under this Agreement. While LLS will strive to ensure that any individual using its production services is made aware of this Agreement, you are responsible for making sure any individual to whom you transfer your rights and benefits is aware of these terms. LLS and the Client are each a “Party” and together the “Parties.”

1. TERM. This Agreement shall commence on the date payment is received by LLS and end upon the delivery to the Client (or Client’s designee) of final versions of all the Deliverables, unless terminated earlier in accordance with the terms of this Agreement.

2. ENGAGEMENT. Client hereby engages LLS as an independent contractor, on a nonexclusive basis, to provide the services set out in the Production Package Details, including the delivery of all deliverables set out therein (“Deliverables”), and any other additional services that LLS agrees to provide (collectively the “Services”). LLS hereby accepts such engagement upon the terms and conditions set forth herein and agrees to use its reasonable efforts, skill, knowledge and experience in performing the Services.

3. SERVICES. LLS will provide the Services in accordance with the specifications set out in the Statement of Work (“SOW”) that is filled out upon Client’s redemption of the Services. The Services provided by LLS shall also include:

(a) entering into of agreements with personnel necessary for the production of the Production; and

(b) negotiating and engaging all equipment services necessary for providing the Services for the Production.

4. CONTROL. LLS shall consult with Client on all artistic and creative elements of the Production with respect to the categories contained in the relevant SOW. LLS will strive to comply with Client’s artistic and creative directions; however, if LLS determines, in its sole discretion, that Client’s requests cannot reasonably be complied with, having regard to the Production’s budget, schedule and resources, LLS shall have final decision-making authority with respect to any artistic and creative decisions. LLS shall have sole decision-making authority with respect to all budgeting and financial decisions.

5. PRODUCTION SCHEDULE. LLS will provide Client with a production schedule for the Production (the “Production Schedule”), which shall include, among other things, delivery dates. The Production Schedule is subject to change by LLS, having regard to its operational needs. LLS will provide Client with as much advance notice as possible regarding any changes to the Production Schedule.

6. CLIENT MATERIALS. Where applicable, LLS will set reasonable deadlines for Client to deliver any source materials in Client’s possession (e.g. historical footage, photos, letters, digital messages) to be incorporated into the Production (the “Client Materials”). If Client fails to meet a delivery deadline, LLS and the Client may agree to set a new deadline or redefine the Client Materials to be incorporated. If no new deadline or redefinition of Client Materials can be agreed to, LLS may, at its option, elect to produce the Production without the Client Materials that were not delivered on time deadline, or terminate this Agreement.

7. FILMING DATES. Filming dates will be set out in the SOW and are subject to change by LLS in accordance with its operational needs. LLS shall endeavor to advise the Client of any rescheduling with as much advance notice as possible. Rescheduled filming dates will be rescheduled to mutually convenient dates. Client shall provide LLS with at least seventy-two (72) hours’ advance written notice if Client needs to cancel or reschedule a filming date. LLS may, at its option, require Client to reimburse LLS for any expenses incurred as a result of Client failing to provide at least seventy-two (72) hours’ advance notice.

8. FILMING TIMES. Filming will require up to 9 hours per day of filming and related production activities, including a break for lunch. Unless LLS otherwise advises in writing, filming shall occur during LLS’s regular business hours, which are Monday – Friday, 9 am to 6pm, excluding statutory holidays. LLS will consider requests of Client to film outside regular business hours to accommodate Client’s schedule. LLS reserves the right to charge additional fees for filming outside of regular business hours, if done at Client’s request.

9. SHOOTING LOCATION(S).
   1. (a)  The Client is responsible for securing the shooting location where the filming will occur. The Client may request that LLS assume the obligation of sourcing and securing the shooting location. LLS will consider all such requests in good faith. LLS reserves the right to charge the Client additional fees in the event LLS assumes the obligation to secure a filming location, which may include the cost of booking a studio space.
   2. (b)  AllfilminglocationsmustbeintheGreaterTorontoArea(“GTA”),unlessotherwiseagreedinwriting by LLS. LLS reserves the right to charge additional fees where filming locations are outside the GTA.
   3. (c)  If the Client’s residence is to be used as a shooting location, or Client has secured an alternative shooting location, Client or the relevant property owner shall deliver to LLS an executed Location Release Agreement, in the form provided by LLS. If LLS does not receive a Location Release Agreement executed by the relevant property owner in advance of the Shooting Dates, LLS may, at its option, seek an alternative location for filming and charge any associated costs with procuring the new location to the Client, or terminate this Agreement.
10. ON CAMERA PARTICIPANTS. All individuals making an on-camera appearance are required to deliver to LLS

an executed Appearance Release Form, in the form provided by LLS. LLS may refuse to film any individual that does not agree to the terms of the Appearance Release Form.

11. REVISIONS. LLS shall submit rough drafts of all Deliverables for Client’s review. For each Deliverable, Client is entitled to one round of revisions based on Client’s reasonable requests. Client shall submit all requests for revisions within seventy (72) hours of delivery by LLS, failing which the applicable Deliverables shall be deemed approved. Reasonable requests for revisions include, replacing source material clips with similar or appropriate alternatives, extending or trimming an existing clip, changing on-screen copy to support the narrative, changing colours, fonts or music to other options available in LLS’s library. Reasonable requests for revisions do not include reshoots of any kind, or revisions to elements that have already been approved by Client (such as in a previous Deliverable), or that have been prepared and delivered in accordance with Client’s instructions. Client and LLS may agree to additional rounds of revisions which will be charged to Client at a rate of $1,200 per day.

12. FEE. In consideration for the representations, warranties and covenants of LLS provided in this Agreement, Client shall pay LLS the fee indicated on the Site for the applicable Production Package and services being purchased (the “Fee”). The Fee may be adjusted in accordance with the terms of this Agreement or as otherwise mutually agreed by the Parties in writing. Except as expressly provided otherwise in this Agreement, the Fee is non- refundable; however, in extenuating circumstances, LLS may decide, in its sole discretion, to refund all or a portion of the Fee on a case-by-case basis.

13. OWNERSHIP.

13.1. The Client is and shall be the sole and exclusive owner, in perpetuity and throughout the universe, of all rights, title and interest in and to the final version of the Deliverables, effective upon final delivery. LLS hereby irrevocably assigns to Client, upon delivery, all its right, title and interest in and to the final versions of the Deliverables, for all uses, in all media now known of hereinafter invented, in all languages in perpetuity throughout the universe. Unless otherwise agreed to in writing by the Parties, LLS shall retain all rights in and to the underlying work product created by LLS in producing the Deliverables (the “Underlying Materials”), including but not limited to drafts, concepts, scripts, notes, images and clips, provided that such ownership does not include ownership in the Client Materials. To the extent that Client now has or in the future acquires rights in the Underlying Materials, those rights (including 100% of all copyrights) are hereby automatically transferred and assigned, upon creation, to LLS for all uses in all media and formats, whether now known of hereinafter invented, in all languages, in perpetuity, throughout the universe. Client hereby irrevocably waives the benefit of any moral rights under the Copyright Act (Canada) and any similar or analogous rights that may exist in any jurisdiction throughout the world, that Client may now or in the future have with respect to the Underlying Materials.

13.2.

Client hereby grants to LLS:

1. (a)  the right and licence to use the Client Materials to produce the Production and incorporate them into the Deliverables, and to modify, edit, and alter the Client Materials, as required by LLS in consultation with the Client, to do so. The licence described in this paragraph shall commence on delivery of the Client Materials to LLS and automatically terminate on final delivery of the Deliverables; and
2. (b)  theirrevocable,fully-paidup,royalty-freerightandlicenceto(i)incorporatetheDeliverables,orany clips therefrom, into promotional and advertising materials used to promote LLS’s business and services (“Promotion Materials”); and (ii) to create derivative works based on the Deliverables or incorporating portions therefrom (“Derivative Works”), including but not limited to compilations, documentaries, “behind-the-scenes,” featurettes, series, and features. The foregoing rights are granted to LLS for all uses in any and all media and formats whether now known or hereafter invented, including but not limited to streaming, downloading, websites, other digital transmission or delivery methods, mobile applications, television broadcast, cablecast, satellite, home video, video on demand, radio, print publications, in all languages in perpetuity throughout the universe without further consent from or any royalty, payment, or other compensation to Client.

REPRESENTATIONS AND WARRANTIES.

14.

14.1. LLSherebyrepresentsandwarrantsthat:

1. (a)  LLS is a company incorporated and validly subsisting under the laws of the jurisdiction of its incorporation;
2. (b)  LLS has the full right, power and authority to enter into this agreement and perform its obligations hereunder; and
3. (c)  the final Deliverables, once delivered to Client (excluding any Client Materials or other materials provided by client for incorporation into the Deliverables), will be free and clear of any and all claims, rights and obligations and will not violate or infringe the upon the copyright of any third-party.

14.2. Clientherebyrepresentsandwarrantsthat:

(a) Client has the full right, power and authority to enter into this agreement and perform its obligations and grant the rights and waivers granted hereunder; and

(b) noneoftheClientMaterials,orothermaterialsubmittedbyClienttoLLSforincorporationintothe Deliverables, violate or infringe upon the rights of any third-party, including but not limited to rights under copyright, moral rights, trademark, contract, common law, statute, regulation, rights to privacy, publicity or personality, nor are they defamatory any person.

15. INDEMNITY.

1. 15.1.  LLSagreestoindemnifyClientfromandagainstanyclaim,loss,liability,judgment,costorexpense,including reasonable solicitor’s fees, suffered or incurred by Client as a result or by reason of any breach by LLS of its representations and warranties hereunder.
2. 15.2.  Client hereby agrees to indemnify LLS, and its shareholders, directors, officers, agents, employees and their heirs, administrators, executors, successors and assigns (the “Indemnified”), against any claim, loss, liability, judgment, cost or expense, including reasonable solicitor’s fees, suffered or incurred by LLS as a result or by reason of any breach by Client of its representations and warranties hereunder, including without limitation third-party claims for LLS’s incorporation of the Client Materials in the Deliverables.

16. SUSPENSION AND TERMINATION.

16.1. Force Majeure. LLS shall have the right to suspend this Agreement by giving notice to Client if any event beyond the reasonable control of LLS prevents or delays LLS from performing its obligations under this Agreement, including without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, tsunami, epidemics, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) telecommunication breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials. LLS may suspend this Agreement for the duration of the Force Majeure, without any further obligation to Client. A suspension shall not relieve LLS of any of LLS’s obligations hereunder to produce and deliver the Deliverables. Where an event or events of Force Majeure continue for a continuous period of seventy- two (72) hours excluding non-shooting days during principal photography, or six (6) days in the aggregate at any other time, LLS shall have the right to terminate this agreement by giving written notice to Client. If an event of Force Majeure continues for a period of six (6) consecutive weeks, Client shall have the right to terminate this agreement upon written notice to LLS.

16.2. Default and Insolvency. In the event that LLS (i) fails, refuses or neglects to keep or perform any of its material covenants or conditions to be kept or performed hereunder; or (ii) becomes bankrupt, or insolvent, or makes an assignment for the benefit of its creditors, or winds up its affairs or ceases to carry on business (any such occurrence a “Default”), and shall have failed to cure such Default within five (5) business days of receipt of written notice from the Client setting out the terms of such Default, the Client may immediately terminate this Agreement.

16.3. Death or Incapacity. This Agreement will automatically terminate if, during the term hereof, Client is unable, due to death or incapacity, to participate in the production of the Production, and, in the case of incapacity, if it continues for a continuous period of four (4) consecutive weeks or twenty-four (24) weeks in aggregate.

16.4. No Fault Termination. Client may terminate this Agreement at any time for any reason by providing LLS with writing notice thereof.

16.5. Client Default. LLS may terminate this Agreement upon delivering written notice to Client in the event that (i) Client is in material breach of this Agreement and fails to cure such breach within five (5) days of receiving notice from LLS setting out the details of such breach; (ii) Client refuses to participate in the production process as is reasonably required, in LLS’s sole discretion, to successfully produce the Production, including but not limited to by failing to provide the Client Materials in a timely manner, or failing to be present at filming dates and locations; or

(iii) Client exhibits behavior towards LLS or its personnel that, in LLS’s sole opinion, is abusive, harassment, derogative, demeaning or disrespectful.

17. EFFECT OF TERMINATION.

17.1. If this Agreement is terminated under Section 16.1 (Force Majeure), 16.2 (Default and Insolvency) or 16.3 (Death or Incapacity) LLS shall refund the Client, on a pro-rata basis, any amount of the Fee advanced for Services not performed prior to the termination date.

17.2. If this Agreement is terminated by Client under Section 16.4 (No Fault Termination) or by LLS under Section 6 (Client Materials), 9(b) (Filming Location), or 16.5 (Client Default), Client shall immediately pay to LLS any unpaid portion of the Fee and LLS shall have no obligation or liability to the Client to refund any portion of the Fee, or to deliver the Deliverables or perform Services not yet performed.

17.3. The

18. NOTICES. Notices hereunder shall be in writing. Any notices hereunder shall be given by email (effective upon confirmation of transmission). For the purpose of this paragraph, LLS’s email address is connect@lifelegacystories.com and Client’s email address is set out in the Basic Terms. Either Party may change the email address to which they receive notices by providing written notice in accordance with this paragraph.

19. REMEDIES. The rights of Client hereunder shall be limited to the right to recover damages at law, if any, and Client shall have no right or remedy in equity, including without limitation, to injunctive relief or any right to enjoin or restrain or otherwise impair in any manner LLS’s use and exploitation of the Underlying Material, Promotional Material or Derivative Works.

20. MAXIMUM LIABILITY. EXCEPT FOR LIABILITY FOR INDEMNIFICATION, IN NO EVENT SHALL LLS’S AGGREGATE LIABILITY ARISING OUT OF OR RALTED TO THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL FEE PAID BY THE CLIENT TO LLS IN CONNECTION WITH THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY EVEN IF CLIENT’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

termination of this Agreement for any reason shall not affect: (i) LLS’s rights in and to the Underlying

Materials, (ii) LLS’s licence to create and use the Promotional Materials and Derivative Works, or (ii) any warranty,

representation, indemnity or other undertaking given by Client in connection with this Agreement.

21. MISCELLANEOUS

21.1. Survival. The and Likeness, Representations and Warranties, Effect of Termination and Remedies) termination or completion.

Ownership, Name obligations and rights of the Parties under this Agreement that by their nature would continue beyond its termination or completion (including, without limitation, the provisions concerning shall survive any such

21.2. Captions. Headings and captions in this Agreement are used for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

21.3. Assignment. LLS may not assign this Agreement without the prior written consent of Client, except to an affiliate corporation owned by LLS, or in the event of a merger, acquisition or sale of substantially all its assets. Client may assign its rights and benefits under this agreement on a one-time basis without consent from LLS. Any subsequent assignment will require LLS’s express consent given in advance. This Agreement shall be binding on and shall enure to the benefit of the parties’ successors and permitted assigns. Any purported assignment in contravention of the paragraph shall be null and void.

21.4. Severability. This Agreement shall be severable, and any part hereof which may be held invalid by a court or other entity of competent jurisdiction shall be deemed automatically excluded from this agreement and the remaining parts shall remain in full force and effect.

21.5. Governing Law. This Agreement shall be governed and construed in accordance with the law of the Province of Ontario and of Canada applicable therein. Any legal proceedings arising from or in connection with the terms of this Agreement shall be commenced in the Province of Ontario and the Parties hereto hereby irrevocably attorn to the exclusive jurisdiction of such province.

21.6. Entire Agreement. This Agreement, including the website Terms of Service and the applicable Production Package Details, are the entire Agreement between the Parties with respect to their terms shall replace and supersede all previous and contemporaneous arrangements, understandings, representations or agreements (written or oral, express or implied) between the Parties with respect to their subject matter. In the case of any conflict, the terms of this Agreement shall prevail. This Agreement may be modified only by a written instrument duly executed by the Parties. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant under this Agreement, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant under this Agreement or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

END OF TERMS AND CONDITIONS

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