Terms of Service

These Terms of Service ("Agreement") govern the relationship between Viva Media Inc. ("Viva Media," "we," "us," or "our") and the client ("Client," "you," or "your") in connection with the provision of creative, video production, post-production, and related media services ("Services").

The Statement of Work ("SOW") for each project is defined by the associated invoice provided by Viva Media, which outlines the specific deliverables, timeline, and fees for the engagement. That invoice is incorporated by reference into this Agreement.

1.0 Definitions

1.1 Agreement
These Terms of Service, including any attached Statements of Work, and other referenced documents.

1.2 Client
The entity or individual receiving Services from Viva Media as identified in the applicable Statement of Work.

1.3 Client Materials
Any content, information, data, trademarks, logos, designs, or other materials provided by Client to Viva Media for incorporation into the Deliverables.

1.4 Confidential Information
Information disclosed by either party that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.5 Deliverables
The final creative output as defined in the applicable Statement of Work.

1.6 Dormancy
A project status that occurs when thirty (30) calendar days pass without meaningful progress due to Client inaction, delayed feedback, or failure to provide required materials or approvals.

1.7 Feedback Window
The period within which Client must provide consolidated feedback on Deliverables, which is five (5) business days from submission unless otherwise specified in the Statement of Work.

1.8 Fees
Total compensation payable to Viva Media, as defined in the applicable Statement of Work.

1.9 Intellectual Property Rights
Any and all intellectual property rights throughout the world, whether existing under statute or common law or equity, registered or unregistered, now or hereafter in force or recognized, including: (a) copyrights, rights in trade secrets, database rights, and rights in data; (b) trademark rights, trade name rights, service mark rights, and trade dress rights; (c) patents, patent rights, and industrial design rights; and (d) all other intellectual and industrial property rights of every kind and nature and however designated.

1.10 Preliminary Materials
All preparatory materials, concepts, drafts, outtakes, samples, mock-ups, sketches, alternatives, or other preliminary content created by Viva Media in the process of developing the Deliverables.

1.11 Project Expiration
The termination of a project that occurs when forty-five (45) calendar days pass without meaningful progress, resulting in forfeiture of all payments and deliverables in progress.

1.12 Reactivation Fee
A fee of fifteen percent (15%) of the original project value or five hundred Canadian dollars ($500 CAD), whichever is greater, charged to resume work on a Dormant project.

1.13 Retainer Credits
Prepaid service allocations purchased by Client for future use, subject to the validity periods and conditions specified in Section 3.0.

1.14 Services
The creative, video production, post-production, and related media services provided by Viva Media to Client as set forth in the applicable Statement of Work.

1.15 Statement of Work or SOW
A document or invoice outlining the scope, timeline, deliverables, and other project-specific details.

2.0 Engagement Terms

2.1 Work will commence only upon receipt of both: a) A signed Agreement or Statement of Work; and b) The applicable retainer payment as specified in Section 3.6.

2.2 All project dates, timelines, and deliverables are subject to confirmation post-signature and may be adjusted as necessary based on Viva Media's scheduling and resource availability.

2.3 Each project shall be governed by a Statement of Work, which shall reference and incorporate this Agreement.

2.4 Viva Media agrees to provide the Services with reasonable skill and care, consistent with industry standards.

2.5 Client acknowledges that creative services inherently involve subjective judgment and taste, and satisfaction with creative elements is not guaranteed.

2.6 Term
The term of this Agreement will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement.

2.7 Early Termination
In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 30 days' written notice to the other Party.

3.0 Payment Terms & Fees

3.1 Fee Structure
Fees for Services are outlined in the applicable invoice/Statement of Work provided to Client.

3.2 Tax Exclusion
Unless explicitly stated otherwise, all Fees are exclusive of applicable taxes (e.g., HST).

3.3 Invoice Requirements
All invoices shall include appropriate tax breakdowns and are payable according to due dates specified.

3.4 Late Payment Penalties
Late payments are subject to a 2% monthly interest charge (24% per annum) on outstanding balances, calculated from the day following the payment due date.

3.5 Service Interruption
Viva Media reserves the right to: a) Pause or suspend Services until overdue payments are resolved; b) Withhold delivery of any Deliverables until all outstanding invoices are paid in full; and c) Require advance payment for subsequent projects if Client has a history of late payments.

3.6 Payment Milestones
a) 50% non-refundable retainer due upon signing of the Agreement or Statement of Work; b) Remaining 50% balance due sixty (60) calendar days following project completion or upon delivery of final Deliverables, whichever occurs first, unless otherwise specified.

3.7 Additional Expenses
Any additional expenses or third-party costs incurred by Viva Media in providing the Services shall be charged to Client at cost plus a handling fee of 15%. All such expenses must be pre-approved by the Client in writing before being incurred.

3.8 Collection Costs
Client shall be responsible for all collection costs, including legal fees, incurred by Viva Media in pursuing overdue payments.

3.9 Accepted Payment Methods
a) Direct deposit (EFT) b) E-mail money transfer (EMT) to: accounting@vivamedia.ca c) Certified or company cheque d) Credit card (subject to a 3% processing fee)

3.10 Tax Registration
Viva Media Inc. is registered for HST under Canadian tax law. All invoices will include Viva Media's HST registration number, where required.

3.11 Client Tax Responsibilities
The Client is responsible for paying all applicable taxes unless a valid tax exemption certificate is provided.

Retainer Services

3.12 Retainer Validity Period
All Retainer Credits expire twelve (12) months from the date of purchase. Unused credits are non-refundable and non-transferable after expiration. Viva Media will provide courtesy reminders at ninety (90), sixty (60), and thirty (30) days prior to expiration, but Client bears sole responsibility for tracking and utilizing credits before expiration.

3.13 Retainer Redemption Rate
Retainer Credits are redeemed at the rate in effect at the time of purchase, regardless of any subsequent rate increases. This rate lock applies only to the specific services defined in the original retainer agreement.

3.14 Retainer Scheduling
Retainer Credits do not guarantee specific scheduling availability. Viva Media is under no obligation to accommodate rush requests or compressed timelines resulting from Client's delayed utilization of credits. Scheduling is subject to standard availability and booking procedures.

3.15 Retainer Non-Transferability
Retainer Credits cannot be transferred between clients, entities, or projects without Viva Media's prior written consent. Credits are tied to the purchasing entity and the scope of work defined at purchase.

3.16 Retainer Scope
Retainer Credits apply only to the services and scope originally defined at purchase. Services outside the original scope require a separate agreement and are not deductible from existing credits.

4.0 Ownership & Intellectual Property

4.1 Viva Media shall retain all right, title, and interest, including all Intellectual Property Rights, in and to all Deliverables and Preliminary Materials until full payment of all applicable Fees is received.

4.2 Upon receipt of full payment of all applicable Fees, Viva Media hereby assigns to Client all right, title, and interest in and to the final Deliverables, subject to the limitations set forth in this Section.

4.3 Notwithstanding Section 4.2, Viva Media shall retain ownership of all Intellectual Property Rights in and to: a) All Preliminary Materials, including unused concepts, drafts, and exploratory content; b) Any proprietary methods, techniques, processes, or tools used in creating the Deliverables; c) Any pre-existing materials incorporated into the Deliverables; and d) Any third-party materials incorporated into the Deliverables, which shall be subject to the applicable third-party licenses.

4.4 Viva Media shall retain a non-exclusive, perpetual, worldwide license to use the final Deliverables for the following limited purposes: a) Portfolio and demonstration of work; b) Promotional and marketing materials; c) Internal training purposes; d) Award submissions and industry recognition; and e) Case studies and testimonials.

4.5 Client shall not modify, alter, or create derivative works from any Preliminary Materials without Viva Media's prior written consent.

4.6 Client represents and warrants that it owns or has secured all necessary rights to any Client Materials provided to Viva Media, and that such materials do not infringe upon the rights of any third party.

4.7 If Client fails to pay any undisputed invoice within ninety (90) days of the due date, Viva Media reserves the right to revoke the assignment of Intellectual Property Rights granted in Section 4.2 and to prohibit Client's continued use of the Deliverables.

4.8 Client shall attribute Viva Media appropriately when displaying or distributing the Deliverables in accordance with industry standards, unless otherwise agreed in writing.

5.0 Scope of Work & Deliverables

5.1 Project Scope Definition
The scope of each project is defined in the applicable invoice/Statement of Work provided by Viva Media to Client. The invoice forms an integral part of this Agreement and reflects the agreed scope and payment terms.

5.2 Deliverables Specification
Deliverables include only those services, media, and creative products explicitly outlined in the invoice/Statement of Work.

5.3 Scope Changes
Any work requested beyond the original scope will be quoted and billed separately as a change order, which must be signed by both parties before implementation.

5.4 Format Standards
Viva Media shall provide Deliverables in industry-standard formats unless otherwise specified in the invoice/Statement of Work.

5.5 Timeline Dependencies
Client acknowledges that all timelines are estimates and dependent on prompt Client feedback and approvals.

5.6 Approved Content
Viva Media shall not be responsible for errors or omissions in any Deliverables that have been approved by Client.

5.7 Working Files Exclusion
THE DELIVERABLES DO NOT INCLUDE ANY WORKING FILES, SOURCE FILES, PROJECT FILES, RAW FOOTAGE, OR OTHER PRODUCTION ASSETS USED TO CREATE THE DELIVERABLES. These materials are specifically excluded from all project scopes and deliverables unless explicitly stated otherwise in writing in the applicable Statement of Work and subject to additional fees.

6.0 Timeline, Dependencies & Project Status

6.1 Project timelines are contingent on the Client's timely provision of: a) Required assets and materials; b) Feedback on presented work; c) Approvals and sign-offs; and d) Access to necessary facilities, personnel, or information.

6.2 Viva Media will not be liable for delays caused by: a) Client inaction or delayed response; b) Third-party dependencies; c) Changes to the scope or requirements; or d) Force majeure events as described in Section 13.

6.3 If delays cause scheduling conflicts or additional resourcing needs, Fees may be adjusted accordingly, and Viva Media shall provide notice of such adjustments.

6.4 Client acknowledges that extended periods of inactivity (exceeding 30 days) may result in project rescheduling and potential price adjustments.

Feedback Windows & Client Responsibilities

6.5 Feedback Window
Client shall provide feedback on all Deliverables within five (5) business days of submission ("Feedback Window"), unless an alternative timeline is specified in the Statement of Work. The Feedback Window begins when Viva Media submits Deliverables via the agreed-upon delivery method.

6.6 Consolidated Feedback
All feedback must be provided in a single, consolidated communication from one designated Client representative. Sequential or piecemeal feedback from multiple stakeholders that contradicts or builds upon previous feedback will be treated as additional revision rounds and billed accordingly.

6.7 Communication of Delays
If Client anticipates an inability to meet the Feedback Window or any other project milestone, Client must notify Viva Media in writing before the deadline expires. Failure to provide advance notice of delays will not excuse the delay or its consequences under this Agreement.

Timeline Adjustments Due to Client Delays

6.8 Proportional Timeline Extension
If Client delays exceed the Feedback Window or other agreed milestones, the project timeline will be extended as follows: a) Delays of 1-7 business days: Timeline extends by a proportional period; b) Delays of 8-14 business days: Timeline extends proportionally and the project may be deprioritized to accommodate other scheduled work; c) Delays exceeding 14 business days: Full timeline reassessment required, and Viva Media makes no guarantees regarding original delivery dates or crew availability.

6.9 Billing Continuity
Client delays do not pause or extend payment schedules. All invoices remain due according to their original terms regardless of project delays caused by Client.

6.10 Resource Reallocation
When Client delays occur, Viva Media reserves the right to reallocate crew, equipment, and resources to other projects. Re-engagement of resources upon project resumption is subject to availability and may require adjusted timelines.

Project Dormancy

6.11 Dormancy Threshold
A project enters Dormancy status when thirty (30) calendar days pass without meaningful progress due to Client inaction, including but not limited to: failure to provide feedback, failure to provide required materials or assets, failure to provide approvals, or failure to respond to communications.

6.12 Dormancy Notification
Upon a project entering Dormancy status, Viva Media will provide written notice to Client specifying: a) The date Dormancy status began; b) The reason for Dormancy; c) The deadline for Project Expiration (fifteen additional calendar days); d) The Reactivation Fee that will apply; and e) The consequences of continued inactivity.

6.13 Dormancy Consequences
While a project is in Dormancy status: a) All project files may be archived and removed from active production systems; b) The project will be removed from Viva Media's active scheduling; c) Crew and resources will be released to other projects; d) Reactivation will require payment of the Reactivation Fee; and e) Resumed work will be scheduled based on then-current availability.

6.14 Reactivation Process
To reactivate a Dormant project, Client must: a) Provide written confirmation of intent to proceed; b) Pay the applicable Reactivation Fee; c) Provide all outstanding materials, feedback, or approvals that contributed to Dormancy; and d) Accept a revised timeline based on current resource availability.

Project Expiration

6.15 Expiration Threshold
A project expires and is terminated when forty-five (45) calendar days pass without meaningful progress (thirty days of Dormancy plus fifteen days following Dormancy notification).

6.16 Expiration Consequences
Upon Project Expiration: a) All payments made to date are non-refundable; b) Client forfeits all Deliverables in progress, whether partial or complete; c) Viva Media retains all raw footage, working files, and project materials; d) No license or rights to any work product are granted to Client; and e) Any future engagement requires a new Agreement and Statement of Work.

6.17 Expiration Rationale
Client acknowledges that this expiration policy exists to ensure Viva Media can allocate resources to active projects and maintain operational efficiency. Extended project holds create administrative burden and opportunity costs that this policy addresses.

6.18 Good Faith Efforts
Viva Media will make reasonable good faith efforts to prevent Project Expiration by sending email reminders at seven (7), fourteen (14), twenty-one (21), and twenty-eight (28) days of inactivity before formally invoking Dormancy or Expiration provisions.

7.0 Revisions & Change Requests

7.1 Each Deliverable includes up to two (2) rounds of client-requested revisions unless stated otherwise in the applicable Statement of Work.

7.2 Additional revision rounds or scope modifications will be billed at Viva Media's then-current hourly rates or as a fixed fee as agreed upon in writing.

7.3 Revisions must be requested in writing within five (5) business days of Deliverable submission.

7.4 All revision requests should be consolidated and communicated clearly by a single designated Client representative.

7.5 Change requests that significantly alter the direction or scope of work may nullify previous revision allowances and may require additional time and budget allocations.

7.6 Viva Media reserves the right to bill for additional revisions requested at hourly rates if: a) Requests contradict previously approved directions; b) Requests involve elements previously approved by Client; or c) Requests exceed the reasonable scope of minor revisions.

7.7 Client acknowledges that major revisions requested late in the production process may impact project timelines and costs.

7.8 Revision Rounds and Timeline
If Client exceeds the allocated revision rounds or provides feedback that contradicts previously approved creative direction, such revisions will be billed at Viva Media's then-current hourly rate. The time required to implement such revisions will be treated as a Client delay under Section 6.8 for purposes of timeline adjustments.

8.0 Cancellation Policy

8.1 Purpose
These cancellation terms protect Viva Media, its crew, contractors, and third-party vendors from financial loss or scheduling disruption due to late-stage cancellations.

8.2 Client-Initiated Cancellations
The following fees apply if the Client cancels, reschedules, or postpones a confirmed project:

8.3 Production & Crew Cancellation
a) More than 5 business days ahead: No cancellation fee b) 3-5 business days ahead: 50% of crew costs billed c) Less than 48 hours: 75% of crew costs billed d) Less than 24 hours: 100% of crew costs billed

8.4 Studio Cancellation
a) More than 5 business days ahead: No cancellation fee b) 3-5 business days ahead: 50% of total booking cost billed c) Less than 48 hours: 75% of total booking cost billed d) Less than 24 hours: 100% of total booking cost billed

8.5 Project Cancellation
If the full project is cancelled for any reason: a) 100% of fees for completed work and committed costs to date will be billed b) Any paid retainer is non-refundable regardless of cancellation timing or cause

8.6 Additional Conditions
a) Cancellation fees apply to confirmed bookings only (verbal or written confirmation with dates locked) b) Delays caused by the Client's failure to meet workback timelines or provide assets may result in rescheduling fees c) Weather-related delays for outdoor shoots will be handled in good faith, with reasonable rescheduling efforts by both parties d) Viva Media reserves the right to charge for all completed work and committed expenses incurred up to the cancellation date e) Cancellation or substantial reduction of a project does not waive Client's obligation to pay for services already rendered or costs already incurred

9.0 Confidentiality & Portfolio Use

9.1 Each party shall maintain the confidentiality of all Confidential Information disclosed by the other party and shall not use such Confidential Information except as necessary to perform its obligations under this Agreement.

9.2 Each party shall protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no case less than reasonable care.

9.3 Confidentiality obligations shall not apply to information that: a) Is or becomes publicly available through no fault of the receiving party; b) Was in the receiving party's possession before receipt from the disclosing party; c) Is rightfully received by the receiving party from a third party without a duty of confidentiality; d) Is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or e) Is required to be disclosed by law, regulation, or court order.

9.4 Viva Media retains the right to display completed work in its promotional materials, reels, case studies, website, social media, and award submissions unless explicitly restricted in writing by the Client through a separate non-disclosure agreement.

9.5 Client agrees to provide reasonable cooperation in connection with Viva Media's promotional use of the Deliverables, including providing testimonials upon request.

9.6 Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

10.0 Representations & Warranties

10.1 Each party represents and warrants that: a) It has the full right, power, and authority to enter into and perform this Agreement; b) Its performance under this Agreement will not conflict with any other obligation; and c) It will comply with all applicable laws, regulations, and industry standards in performing its obligations.

10.2 Client represents and warrants that: a) It owns or has secured all necessary rights to any Client Materials provided to Viva Media; b) The Client Materials do not infringe upon the rights of any third party; c) The Client Materials comply with all applicable laws and regulations; and d) It has secured all necessary clearances, permissions, and releases for content, talent, locations, and materials provided for the project.

10.3 Viva Media represents and warrants that: a) The Services will be performed with reasonable skill and care; b) The Deliverables will substantially conform to the specifications set forth in the applicable Statement of Work; and c) To the best of its knowledge, the Deliverables will not infringe upon the Intellectual Property Rights of any third party.

10.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VIVA MEDIA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11.0 Limitation of Liability

11.1 EXCEPT FOR LIABILITY ARISING FROM BREACHES OF CONFIDENTIALITY OBLIGATIONS, INTELLECTUAL PROPERTY INFRINGEMENT, OR INDEMNIFICATION OBLIGATIONS, VIVA MEDIA'S LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE APPLICABLE SERVICES UNDER THE RELEVANT STATEMENT OF WORK.

11.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Viva Media shall not be liable for: a) Client's use of Deliverables in a manner not intended or contrary to Viva Media's instructions; b) Modifications made to the Deliverables by Client or any third party; c) Client's failure to use deliverables in accordance with applicable law; or d) Errors or issues arising from Client Materials.

11.4 Client acknowledges that Viva Media has set its Fees in reliance upon these limitations, and that they are an essential basis of the bargain between the parties.

12.0 Indemnification

12.1 Client shall defend, indemnify, and hold harmless Viva Media, its directors, officers, employees, agents, and contractors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: a) Client Materials provided to Viva Media; b) Client's use of the Deliverables in a manner not authorized by this Agreement; c) Client's breach of any representation, warranty, or obligation under this Agreement; or d) Client's violation of any applicable law or regulation.

12.2 Viva Media shall defend, indemnify, and hold harmless Client, its directors, officers, employees, agents, and contractors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: a) Viva Media's breach of any representation, warranty, or obligation under this Agreement; or b) A claim that the Deliverables, as provided by Viva Media and used in accordance with this Agreement, infringe upon the Intellectual Property Rights of any third party.

12.3 The indemnification obligations set forth in this Section shall be contingent upon: a) The indemnified party promptly notifying the indemnifying party in writing of any claim; b) The indemnifying party having sole control of the defense and settlement of the claim; and c) The indemnified party providing reasonable cooperation in the defense of such claim at the indemnifying party's expense.

12.4 If any Deliverable becomes or, in Viva Media's opinion, is likely to become the subject of an infringement claim, Viva Media may, at its option and expense: a) Procure for Client the right to continue using the Deliverable; b) Replace or modify the Deliverable to make it non-infringing while maintaining substantially similar functionality; or c) If options (a) and (b) are not commercially reasonable, terminate Client's rights to the Deliverable and refund a pro-rata portion of the Fees paid for such Deliverable.

13.0 Force Majeure

13.1 Neither party shall be liable for delay or failure in performance resulting from causes beyond their reasonable control.

13.2 Force majeure events include but are not limited to: a) Natural disasters, extreme weather events, or environmental catastrophes; b) Governmental actions, legislation, regulations, or restrictions; c) Labor disputes, strikes, or workforce shortages; d) Pandemics, epidemics, or public health emergencies; e) Equipment or technology failures beyond reasonable control; f) Telecommunications or internet service provider failures; g) Acts of terrorism, war, riot, or civil unrest; or h) Other similar events that could not have been prevented through reasonable diligence.

13.3 The affected party shall promptly notify the other party of the force majeure event and its expected duration.

13.4 If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Statement of Work upon written notice, without penalty, except that Client shall pay for all Services rendered and expenses incurred up to the date of termination.

13.5 Upon cessation of the force majeure event, the affected party shall resume performance as soon as reasonably practicable.

14.0 Termination Rights

14.1 Either party may terminate this Agreement or any Statement of Work with written notice in the event of a material breach by the other party.

14.2 The breaching party must be given at least seven (7) days to cure the breach before termination takes effect.

14.3 Viva Media may terminate this Agreement or any Statement of Work immediately if: a) Client fails to make any payment when due and such failure continues for ten (10) days after written notice; b) Client becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or c) Client breaches its confidentiality obligations or infringes Viva Media's Intellectual Property Rights.

14.4 Client may terminate this Agreement or any Statement of Work for convenience upon thirty (30) days' written notice, subject to the cancellation fees outlined in Section 8.0.

14.5 Upon termination: a) Client shall pay for all Services rendered and expenses incurred up to the date of termination; b) Viva Media shall deliver to Client all completed Deliverables for which payment has been received; c) Client shall promptly return or destroy all Confidential Information and Preliminary Materials of Viva Media; d) Viva Media shall promptly return or destroy all Client Materials and Confidential Information of Client; and e) In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor.

14.6 The following provisions shall survive termination of this Agreement: Sections 4 (Ownership & Intellectual Property), 9 (Confidentiality & Portfolio Use), 11 (Limitation of Liability), 12 (Indemnification), and any other provisions that by their nature should survive termination.

15.0 Governing Law & Dispute Resolution

15.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict of laws principles.

15.2 Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved as follows: a) The parties shall attempt in good faith to resolve any dispute informally through negotiation between authorized representatives of both parties. b) If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to mediation in Toronto, Ontario, administered by the ADR Institute of Canada. c) If the dispute remains unresolved sixty (60) days after the commencement of mediation, either party may submit the dispute to binding arbitration in Toronto, Ontario, under the ADR Institute of Canada's rules.

15.3 The decision of the arbitrator shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.

15.4 Each party shall bear its own costs and expenses, including attorneys' fees, and shall share equally the fees and expenses of the mediator and arbitrator, unless the arbitrator determines otherwise.

15.5 Nothing in this Section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of the dispute.

16.0 Miscellaneous Provisions

16.1 Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).

16.2 Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

16.3 Assignment
Neither party may voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other party.

16.4 Independent Contractor Relationship
In providing the Services under this Agreement, it is expressly agreed that Viva Media is acting as an independent contractor and not as an employee. This Agreement does not create a partnership or joint venture between the parties and is exclusively a contract for service.

16.5 Right of Substitution
Viva Media may, at its absolute discretion, engage third-party sub-contractors to perform some or all of Viva Media's obligations under this Agreement. In such event: a) Viva Media will pay the sub-contractor for its services and the Fees will remain payable by Client to Viva Media; b) For the purposes of indemnification under this Agreement, the sub-contractor is an agent of Viva Media.

16.6 Autonomy
Except as otherwise provided in this Agreement, Viva Media will have full control over working time, methods, and decision-making in relation to the provision of Services. Viva Media will work autonomously and not at the direction of Client. However, Viva Media will be responsive to the reasonable needs and concerns of Client.

16.7 Equipment
Except as otherwise specified in the applicable Statement of Work, Viva Media will provide at Viva Media's own expense, any and all tools, machinery, equipment, raw materials, supplies, and any other items necessary to deliver the Services in accordance with this Agreement.

16.8 Non-Exclusivity
The parties acknowledge that this Agreement is non-exclusive and that either party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

16.9 Return of Property
Upon the expiry or termination of this Agreement, each party will return to the other party any property, documentation, records, or Confidential Information which is the property of the other party.

16.10 Notices
All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the parties at the addresses specified in the applicable Statement of Work or to such other address as either party may from time to time notify the other.

16.11 Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

16.12 Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.

16.13 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns, and nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy.

16.14 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to be original signatures.

16.15 Insurance
Each party shall maintain adequate insurance coverage for its business operations, including but not limited to commercial general liability insurance. Upon request, either party shall provide the other with certificates of insurance evidencing such coverage.

16.16 Headings
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

17.0 Working Files & Source Materials

17.1 No Default Provision of Working Files, Project Files, or Raw Footage
VIVA MEDIA DOES NOT PROVIDE WORKING FILES, PROJECT FILES, OR RAW FOOTAGE BY DEFAULT. These materials are NOT included in any project deliverables unless explicitly agreed to in writing in the Statement of Work and subject to additional fees. This exclusion is a fundamental term of this Agreement.

17.2 Definition of Working Files
For purposes of this Agreement, "Working Files" means all source files, project files, raw footage, stock elements, reference materials, layered/editable files, production assets, drafts, and other materials created or used by Viva Media in the process of creating the Deliverables.

17.3 Ownership and Access
Working Files remain the exclusive property of Viva Media. Access to Working Files is not a default deliverable and requires both: a) Explicit written agreement separate from the standard project scope; and b) Payment of additional fees as determined by Viva Media based on the nature of the files requested.

17.4 Working File Access Requests
Client may request access to Working Files by submitting a written request specifying the specific Working Files requested. Such requests must be made before project commencement. Viva Media, at its sole discretion, may evaluate such requests and provide a quote for the additional fee required to obtain such files.

17.5 Working File Fees
Fees for Working Files shall be determined at Viva Media's sole discretion based on: a) The nature and complexity of the requested files; b) The time and resources required to prepare the files for transfer; c) The potential commercial value of the proprietary elements; and d) The scope of rights being transferred.

17.6 Working File Delivery
If Viva Media agrees to provide Working Files and Client pays the applicable fee, Viva Media shall provide such files: a) In their native format or a reasonably accessible industry-standard format; b) Within fifteen (15) business days of receipt of payment; and c) Via secure file transfer or other agreed-upon method.

17.7 Restrictions on Working Files
Client acknowledges and agrees that any Working Files provided by Viva Media: a) May require software, fonts, plugins, or other tools not included with the Working Files; b) Are provided "as-is" without warranty or technical support; c) May contain third-party elements subject to separate license restrictions; and d) May be used solely in connection with the project for which they were created.

17.8 Archive and Retention
a) Standard Retention: Unless Client purchases hard drive storage as specified below, upon project completion, Viva Media shall delete all Working Files, raw footage, and any items associated with the project. Such deleted materials will not be recoverable in any capacity. b) Extended Retention: If Client purchases hard drive storage at applicable fees, Viva Media shall maintain Working Files for a period of three (3) years following project completion. c) Liability Waiver: Client expressly waives all claims and liability associated with the deletion of any project materials following project completion in accordance with subsection (a) above. d) Advisory Services: Viva Media may, on a best-effort basis and without obligation, provide general guidance to Clients regarding appropriate storage and archiving solutions for their specific applications.

17.9 Raw Footage Specific Provisions
a) Not Included By Default: Raw footage is not included in standard deliverables and is not provided by default with any project. b) Request Timing: Requests for raw footage delivery must be made before project start and cannot be assumed to be part of the scope of work unless explicitly stated in the Statement of Work. c) Fees and Labor: Raw footage delivery is subject to applicable fees and labor charges based on specific requirements and delivery format. d) Separation from Working Files: The provision of raw footage does not include or imply delivery of project files, working files, or other production assets. e) Licensing Restrictions: Raw footage may contain performances by talent or content filmed at locations subject to specific licensing agreements. Access to such footage does not grant Client rights to use the footage beyond the scope of existing talent releases or location agreements. f) Technical Specifications: Raw footage is provided in its native capture format without color correction, audio normalization, or other post-processing typically applied in final deliverables. g) Usage Limitations: Unless otherwise agreed in writing, raw footage may only be used for the specific project for which it was originally shot and not repurposed for other projects or productions. h) Delivery Format: Raw footage will be delivered on external storage media at Client's expense, with specifications and compatibility being Client's responsibility to verify before requesting.

18.0 Non-Solicitation and Non-Disparagement

18.1 Non-Solicitation of Personnel
During the term of this Agreement and for one (1) year thereafter, Client shall not, directly or indirectly, solicit, hire, or engage any employee, contractor, or freelancer of Viva Media who was involved in providing Services to Client without Viva Media's prior written consent. This provision does not restrict general employment solicitations not specifically directed at Viva Media personnel.

18.2 Non-Disparagement
Both parties agree not to make any statements, written or oral, that disparage, defame, or damage the reputation, goodwill, or standing in the community of the other party. This includes disparaging statements on social media, review platforms, or other public forums. This provision does not prohibit either party from providing truthful information in response to a legal process or governmental inquiry.

18.3 Remedies
The parties acknowledge that a breach of this Section may cause irreparable damage for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available, the non-breaching party shall be entitled to seek injunctive relief to enforce the provisions of this Section.

19.0 Entire Agreement

19.1 Complete Integration
This Agreement, including the applicable invoice/Statement of Work, represents the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, communications, and understandings, whether oral or written.

19.2 Conflict Resolution
In the event of conflict between different parts of this Agreement, the following order of precedence shall apply: a) The main body of this Agreement; b) The applicable invoice/Statement of Work.

19.3 Amendment Process
No amendment to this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

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