VIVID CANVAS, LLC
TERMS OF SERVICE

(Last Updated – May 13, 2025)

1. Introduction

1.1 Parties

This Terms of Service agreement (“Agreement”) is between Vivid Canvas, LLC, a New Mexico limited-liability company (“Vivid Canvas,” “we,” “us,” or “our”), and you (the individual or entity engaging Vivid Canvas for services).

1.2 Acceptance

You accept this Agreement by any of the following:

• Signing a written proposal, estimate, statement of work (“SOW”), invoice, or other document that references these Terms;
• Providing verbal or email authorization for us to begin work;
• Paying any deposit or fee to us; or
• Using our website or services in any manner.

1.3 Entire Agreement

This Agreement governs every project unless a separately signed contract states that it supersedes these Terms for that project.

1.4 Revisions

We may amend these Terms at any time by posting a new version on vividcanvas.tv. Material changes apply only to future projects unless you consent otherwise.

2. Scope of Services

2.1 Services Covered

Vivid Canvas is a full-service production and marketing agency. Covered services include, without limitation: video production, photography, aerial drone imaging, live-streaming, branding and graphic design, web design and development, digital advertising, social-media management, copywriting, event production, consulting, and any other creative or marketing service we agree to provide (collectively, the “Services”).

2.2 Statements of Work

Specific deliverables, timelines, and pricing are set out in the applicable SOW, proposal, estimate, or invoice (each an “SOW”). The SOW and this Agreement together form the contract for that project.

2.3 Verbal Agreements

New Mexico law recognizes oral contracts; therefore, any verbal approval or instruction to proceed binds both parties under these Terms.

2.4 Subcontractors

We may use qualified subcontractors. We remain responsible for their work and for protecting your confidential information.

2.5 Right to Decline Work

We may refuse any project in our sole discretion, including projects we believe are unlawful, defamatory, hateful, or present an unacceptable risk.

3. Quotes, Deposits, and Payment

3.1 Quotes

Written or verbal quotes are valid for 30 days unless stated otherwise. Quotes are estimates only until accepted.

3.2 Non-Refundable Deposit

Unless the SOW states otherwise, a 50% non-refundable deposit is due before scheduling or work begins. We incur opportunity cost and preparation expense immediately upon acceptance; therefore deposits are earned when paid.

3.3 Invoices & Terms

Balances are invoiced per the SOW and are due within 15 calendar days of invoice date. Final deliverables are released only after your account is paid in full.

3.4 Late Fees

Overdue amounts accrue interest at 1.5% per month (18% APR) or the maximum rate allowed by law. We may suspend work and withhold deliverables until all amounts are paid.

3.5 Expenses & Taxes

Client-approved out-of-pocket costs (travel, rentals, permits, talent, music licensing, etc.) and applicable taxes are billed in addition to project fees unless itemized in the SOW.

3.6 Chargebacks

You will not initiate chargebacks. Unresolved chargebacks constitute material breach, entitling us to suspend or terminate Services and seek recovery of fees and costs.

4. Client Responsibilities

4.1 Timely Materials & Feedback

You will supply required assets, information, access, and approvals within the schedule specified. Delays you cause extend deadlines day-for-day.

4.2 Authority & Rights

You warrant that all materials you provide (images, music, trademarks, text, data, etc.) are owned or properly licensed by you and that our use will not infringe any third-party rights.

4.3 Designated Contact

You will appoint one point-of-contact authorized to give binding instructions and approvals.

4.4 Permits & Releases

You will secure all location permits, model/talent releases, and event insurance unless the SOW tasks us with doing so at your cost.

4.5 Safety & Conduct

You will provide a safe working environment. We may halt production without liability if we reasonably believe conditions are unsafe or illegal.

5. Changes in Scope

5.1 Change Orders

Any client-requested change that affects cost, time, or deliverables requires a written change order approved by both parties.

5.2 Revisions

Included revision rounds (if any) are listed in the SOW. Additional revisions or new concepts are billed at our standard hourly rate or at a flat fee we quote.

6. Delays and Force Majeure

6.1 Client Delays

Failure to provide timely feedback, assets, or payment authorizes us to reschedule and may result in additional fees.

6.2 Force Majeure

Neither party is liable for delay or non-performance caused by events beyond reasonable control, including natural disasters, war, governmental orders, epidemics, strikes, or utility outages. Schedules will be adjusted or the project may be terminated with equitable settlement for work performed and costs incurred.

7. Termination

7.1 By Client for Convenience

You may cancel at any time on written notice. Deposits are not refundable. You must also pay: (i) fees for all work performed to date, and (ii) all non-cancellable expenses.

7.2 By Vivid Canvas for Cause

We may suspend or terminate for non-payment, material breach, unlawful or unsafe instructions, or client insolvency. All sums earned or costs incurred to date become immediately due.

7.3 Effect

Upon termination, all licenses granted to you for unpaid deliverables automatically revoke. Sections that by their nature survive—payment, IP, indemnification, limitation of liability, and dispute resolution—remain in effect.

8. Intellectual Property

8.1 Pre-Existing Materials

Each party retains ownership of intellectual property it owned before the project.

8.2 Work Made for Hire

Upon full payment, custom deliverables qualify as “work made for hire” under U.S. copyright law or, where that doctrine does not apply, we assign to you all right, title, and interest in the deliverables, subject to Sections 8.4–8.6.

8.3 Third-Party Content

We may incorporate stock assets, fonts, software, or music under third-party licenses. Your rights are limited to those licenses and may exclude broadcast, resale, or template redistribution unless explicitly purchased.

8.4 Portfolio Rights

We may display finished work and your name/logo in our portfolio, website, and social channels unless you instruct us in writing (before project start) that the work is confidential.

8.5 Retention of Raw Files

We are not obligated to provide raw footage, project files, or layered design files unless the SOW (and fee) includes their transfer. Unused and raw materials remain our property.

8.6 Ownership Contingent on Payment

Until invoices are paid in full, all deliverables remain the property of Vivid Canvas and are provided to you under a limited, revocable license solely for internal review.

9. Indemnification

You agree to indemnify, defend, and hold harmless Vivid Canvas, its owners, employees, and subcontractors from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Materials, instructions, or information supplied by you;
• Your alteration or misuse of deliverables;
• Bodily injury, property damage, or data loss occurring at your controlled location or event (except to the extent caused by Vivid Canvas’s gross negligence or willful misconduct);
• Your violation of any law or third-party right.

10. Warranty Disclaimer

All Services and deliverables are provided “AS IS” without any express or implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, or results. You bear sole responsibility for verifying that deliverables meet regulatory, legal, and factual requirements before publication or distribution.

11. Limitation of Liability

11.1 No Consequential Damages

Vivid Canvas shall not be liable for indirect, special, incidental, punitive, or consequential damages, including lost profits, business interruption, or lost data, even if advised of the possibility.

11.2 Aggregate Cap

Vivid Canvas’s total liability for any and all claims arising out of or related to a project shall not exceed the total fees you actually paid to Vivid Canvas for that specific project during the twelve months preceding the claim.

11.3 One-Year Limitations Period

Any claim must be filed within one year after the cause of action accrues.

12. Insurance

12.1 We maintain commercially reasonable general liability and (where available) media-errors-and-omissions insurance. Certificates of insurance can be provided upon request.

12.2 If you require higher limits, additional insured status, or special coverage, we will attempt to obtain such coverage at your expense.

13. Governing Law and Dispute Resolution

13.1 Law

This Agreement is governed by the laws of the State of New Mexico, without regard to conflict-of-law rules.

13.2 Negotiation & Mediation

The parties will attempt to resolve disputes by good-faith negotiation. If unresolved, either party may demand non-binding mediation in Albuquerque, New Mexico, with costs shared equally.

13.3 Binding Arbitration

Any controversy not resolved by mediation shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Rules, before a single arbitrator in Albuquerque. Judgment on the award may be entered in any court of competent jurisdiction.

13.4 Small-Claims / Injunctive Relief

Either party may bring an individual action in small-claims court for qualifying matters or seek temporary injunctive relief in court to prevent irreparable harm.

13.5 Class Waiver

All proceedings must be conducted on an individual basis; class or representative actions are prohibited.

13.6 Prevailing-Party Fees

The prevailing party in any action or arbitration is entitled to recover reasonable attorneys’ fees and costs.

14. Consumer Notices (New Mexico)

If this engagement qualifies as an off-premises consumer sale under New Mexico or federal law, you may cancel within three business days after signing. We will supply the statutorily required cancellation notice form when applicable.

15. Miscellaneous

15.1 Independent Contractor

We are an independent contractor. Nothing creates a partnership, joint venture, or employment relationship.

15.2 Assignment

You may not assign this Agreement without our written consent. We may assign or delegate performance to an affiliate or successor entity.

15.3 Severability

If any provision is unenforceable, it will be modified to reflect the parties’ intent or severed, and the remainder will remain in force.

15.4 Waiver

No waiver of any breach constitutes a waiver of any other breach. Waivers must be in writing and signed by the waiving party.

15.5 Notices

Formal notices must be sent by certified mail, courier, or email with confirmation of delivery to the addresses in the SOW or the latest written notice of change.

15.6 Counterparts & E-Signature

This Agreement may be executed electronically and in counterparts, each of which is deemed an original and together constitute one instrument.

YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

If you have questions, please contact:

Vivid Canvas, LLC
2501 San Pedro Dr NE #114
Albuquerque, NM 87110
vividcanvastv@gmail.com