TERMS - Invoices for services will be submitted by TRIFLIX II, LLC on a monthly basis or when the work is completed. Invoices will be due within 30 days of receipt (unless otherwise agreed upon or specified on the invoice).

 

SAMPLES - All media and media samples will be archived within 30 days after issuance of product to CLIENT unless CLIENT advises TRIFLIX otherwise. All media and media samples shall be deleted after a period of seven (7) years unless CLIENT advises TRIFLIX otherwise. Upon receipt of written request, TRIFLIX will retain media in active or archived status, as requested, for an additional period of 30 days or 1 year unless instructed otherwise.

 

LIMITATIONS OF LIABILITY - CLIENT hereby agrees, that to the fullest extent permitted by law, TRIFLIX’s total liability to CLIENT, all consultants, contractors or subcontractors for any and all injuries, claims, losses, expenses or damages whatsoever, including without limitation, attorneys fees and costs, arising out of or in any way relating to the services covered by this Agreement from any cause or causes including but not limited to TRIFLIX’s negligence, errors, omissions, strict liability, breach of contract, or breach of warranty shall not exceed the greater of the total amount paid by the CLIENT for the services of TRIFLIX under this contract.

 

NO SPECIAL OR CONSEQUENTIAL DAMAGES - CLIENT and TRIFLIX agree that, to the fullest extent permitted by law, the parties will not be liable to each other for any special, incidental, or consequential damages whatsoever, whether caused by TRIFLIX’s negligence, errors, omissions, strict liability, breach of contract, breach of warranty or other cause or causes whatsoever.

 

INDEMNIFICATION - To the fullest extent permitted by law, CLIENT agrees to defend, indemnify and hold TRIFLIX, its agents, subcontractors and employees harmless from and against any and all claims, defense costs, including attorneys’ fees, damages and other liabilities arising out of or in any way related to TRIFLIX’s work generated while conducting the professional services concerning this AGREEMENT, TRIFLIX’s presence on the project property, provided the CLIENT shall not indemnify TRIFLIX against liability for damages to the extent directly caused by the sole negligence or intentional misconduct of TRIFLIX, its agents, subcontractors or employees.

 

STANDARD OF CARE - Services performed by TRIFLIX II LLC under this AGREEMENT will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, expressed or implied, and no warranty or guarantee is included or intended in this AGREEMENT, or in any report, opinion, document or otherwise.

 

CUSTOMARY BILLING PRACTICES – TRIFLIX II LLC has standardized billing practices which are common throughout the industry and are standardized. A complete detail of those billing practices will be provided upon request and are incorporated into these standard terms and conditions as if they were a part of this document. In brief summary, however, TRIFLIX charges for its staff’s billable hours in six minute (1/10 hour) increments, applies a fifteen percent (15%) administrative markup on subcontractors’ invoices, and charges in six minute (1/10 hour) increments when required to respond to oversight consultants’ and CLIENT’S commentary regarding TRIFLIX’s work product.

 

DISPUTES - If a dispute arises out of or relating to this AGREEMENT or the breach thereof that cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation conducted by a mediator licensed by the State of Indiana. If a lawsuit is filed and legal or other costs are incurred, it is agreed that the prevailing party shall be entitled to recover all reasonable costs incurred in the defense and/or prosecution of the claim, including staff time at current billing rates, court costs, attorney’s fees and other claim-related expenses.

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REAL ESTATE PHOTO RIGHTS - All Photos and rights relating to them, including copyright and ownership rights in the media in which the Photos are stored, remain the sole and exclusive property of TRIFLIX II LLC. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Photos only for promotional or advertising purposes directly related to the sale of the Property. Photos used for any purpose not directly related to the sale of the Property must be with the express permission of Photographer and the payment of additional fees, unless otherwise agreed to in writing.

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Photos may be uploaded to any MLS/BLC listing service solely for promotion of the Property. However, regardless of any terms and conditions of the MLS/BLC, at no time does this provide Client with the right to transfer copyright, or any other exclusive rights as provided by the Copyright Act 17 U.S.C § 106. Photos may contain copyright management information (CMI) at the discretion of the Photographer in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA) and Client will be responsible to the Photographer for any penalties and awards available under the statute.

 

Unless otherwise specifically provided elsewhere, any grant of rights is limited to a term of either one (1) year from the date of Photo delivery, or (2) at the termination of Client’s representation of the Property, whichever occurs first. Further use of images beyond one (1) year requires Photographer’s permission and additional fees. Rights are assigned to the Client immediately upon delivery of the Photos.

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LATE PAYMENT TERMS: In the event that the Client fails to pay any amounts due under this agreement within the due date stated on the invoice, a late fee of 5% of the outstanding balance will be added to the amount owed for each week that the payment is overdue. This late fee will accrue every week until the entire balance, including any late fees, is paid in full. The Client understands and agrees that failure to pay any amounts due may result in a delay or cancellation of the project. The Client shall be responsible for all costs and expenses, including reasonable attorney fees, incurred by the Company in collecting any amounts past due.
 

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