Terms & Conditions

Effective Date: 01/01/2026

Company: Made In The Dark LLC (“Studio,” “we,” “us,” “our”)

Client: The person or entity purchasing services (“Client,” “you,” “your”).

These Terms & Conditions (“Terms”) govern all video production, photography, editing, post-production, content creation, and related services provided by Made In The Dark, whether performed at our studio or on location.

If there is a conflict between these Terms and a signed proposal/statement of work (“SOW”), the signed SOW controls only for the conflicting part.

1) Definitions

• Services means all pre-production, production, post-production, and related work we agree to provide.
• Deliverables means the final exported videos/images/files we deliver to you.
• Raw Media means unedited footage, audio, project files, or source files (including timelines).
• Shoot Day / Film Day means any scheduled filming/production day (including setup and breakdown).
• Third-Party Platforms means social platforms, ad platforms, music libraries, hosting, and payment processors.
• Statement of Work (SOW) means a written proposal, estimate, package agreement, booking form, or invoice issued by Made In The Dark LLC and accepted by Client (including via e-signature, email confirmation, or payment) that describes the specific Services, Deliverables, schedule, and fees for a project.

2) Booking, Retainers, and Payment

• Booking Confirmation. Dates are not reserved until we receive (a) a signed SOW or written acceptance and (b) the required payment (retainer or first invoice).
• Retainer. Unless otherwise stated in the SOW, a non-refundable retainer is required to reserve dates. The retainer is credited toward the total project fee.
• Invoices & Due Dates. Invoices are due upon receipt unless otherwise stated. Late balances may pause work and delay delivery.
• Chargebacks / Payment Disputes. You agree to contact us in writing and attempt good-faith resolution before initiating a chargeback. Chargebacks for completed Services or delivered Deliverables are a material breach.
• Taxes. Client is responsible for applicable taxes unless prohibited by law.

3) Cancellations, Rescheduling, and No-Shows

• Client Cancellation. If you cancel, the retainer remains non-refundable. Additional cancellation fees may apply if crew/vendors have been booked or if cancellation occurs close to the Shoot Day (as specified in the SOW).
• Rescheduling. One reschedule may be permitted based on availability. Rescheduling fees may apply, especially if vendors/crew were booked.
• No-Show / Client Not Ready. If we arrive and cannot perform due to Client delay, lack of access, unsafe conditions, missing approvals, or missing required participants, it may be treated as a Shoot Day completed and billed accordingly.

4) Scope, Change Requests, and Client Responsibilities

• Scope. We provide only what is listed in your package/SOW. Anything outside scope is billable.
• Client Materials & Truthfulness. You are responsible for the accuracy and legality of any claims, scripts, on-screen statements, and materials you provide.
• Timely Feedback. Delays in Client feedback/approvals extend timelines and may incur additional fees.
• Location Readiness (On-Location). You are responsible for ensuring the location is available, powered, reasonably clean, and ready to shoot at call time.

5) Production Rules and Safety

• Safety First. We may stop production immediately if conditions are unsafe (hazards, threats, harassment, illegal activity, impairment, weapons, etc.). If production stops for safety reasons caused by Client or guests, the day is still billable.
• No Stunts / Hazardous Activity Without Written Agreement. No weapons use, pyrotechnics, dangerous stunts, or illegal acts will be filmed. Any special risk activity requires written agreement and proof of appropriate insurance/permits.
• Client Conduct. Harassment, discrimination, intimidation, or abusive behavior toward our team or anyone present is grounds for immediate termination of Services without refund.

6) Studio-Specific Terms (If Services Occur at Our Studio)

• Damage. Client is responsible for damage caused by Client or Client’s guests to the studio, equipment, sets, props, backdrops, cyclorama, lighting, makeup areas, furniture, or any property on-site.
• Personal Property. We are not responsible for loss, theft, or damage to Client’s personal items.
• Restricted Activities. No smoking/vaping, illegal substances, or open flame unless we approve in writing. No pets unless approved in writing. Minors require a parent/guardian present at all times.

7) Crew, Vendors, and Subcontractors

We may use subcontractors (DPs, photographers, editors, stylists, talent, etc.). We remain responsible for coordinating deliverables, but we are not liable for third-party failures beyond our reasonable control (for example, a venue denying entry, vendor cancellation, or platform outages).

8) Deliverables, Revisions, and Approval

• Delivery Format. Deliverables will be provided in the formats/resolutions/aspect ratios specified in your package/SOW.
• Revisions. Unless otherwise stated, revisions include reasonable edits to pacing, selects, and on-screen text. Revisions do not include new creative direction, new scripts, extensive VFX changes, reshoots, or new footage.
• Approval & Finalization. Once you approve a final export (or fail to request revisions within the agreed window), the project is considered complete.

9) Turnaround Times

Any timelines are estimates unless your SOW guarantees a deadline. Turnaround depends on Client feedback speed, project complexity, and queue. Rush delivery is available only by written agreement and may include rush fees.

10) Raw Media, Project Files, and Archiving

• Raw Media. Unless your SOW explicitly includes Raw Media delivery, Raw Media is not included.
• Archiving. We may retain project files/Raw Media for a limited time (example: 30–90 days after final delivery). After that, we may delete files without notice.
• Data Loss. While we take reasonable precautions, you agree we are not liable for data loss caused by events outside our control (hardware failure, theft, disaster, or platform outages). Our liability is limited as described below.

11) Intellectual Property and Usage Rights

• Our IP. We retain ownership of our creative process, templates, LUTs, motion graphics systems, project structures, and any pre-existing tools.
• Client License. Upon full payment, you receive a non-exclusive, worldwide license to use the final Deliverables for your business marketing and communications.
• Portfolio Use. Unless you request confidentiality in writing (and we agree), you grant us permission to display Deliverables (or excerpts) for our portfolio, website, social media, reels, awards, and self-promotion.
• Client-Provided Materials. You represent you own or have permission to use any logos, music, photos, footage, trademarks, or scripts you provide and will indemnify us for claims arising from those materials.

12) Releases, Permissions, and Legal Compliance

• Model / Talent Releases. You are responsible for ensuring any on-camera people you provide have agreed to be filmed and for the intended use. If we provide talent, releases are handled through our process as applicable.
• Location Permissions & Permits. Client is responsible for securing location permissions, permits, and access unless otherwise stated in writing.
• Music Licensing. If we include licensed music, you understand licensing terms may limit use cases (platforms, paid ads, regions, etc.). If you require a specific track or broad usage rights, that may require an upgraded license billed to Client.

13) Advertising / Social Media Management (If Included)

• No Guaranteed Platform Outcomes. We do not control platform algorithms, ad auctions, account bans, CPM volatility, seasonality, or policy changes. We do not guarantee follower growth, conversions, revenue, or rankings.
• Ad Spend. Unless explicitly included, ad spend is paid by Client directly (or reimbursed) and is separate from production fees.
• Access. Client must provide required admin access in a timely manner. Delays may pause Services without liability.
• Policy Compliance. Client is responsible for ensuring claims and offers comply with platform policies and applicable law.

14) “Guaranteed Results” / Satisfaction Remedy (Optional Clause)

If your package/SOW includes a satisfaction remedy, it applies only to the creative service fee for the following month and does not include ad spend, third-party costs, travel, or external vendor fees.

To qualify, Client must (a) provide written notice within [7] days of delivery, (b) clearly identify objective issues tied to the agreed scope, and (c) allow us a reasonable opportunity to remedy.

15) Warranty Disclaimer

Except as explicitly stated in a signed SOW, Services and Deliverables are provided “as is.” We disclaim warranties of merchantability, fitness for a particular purpose, and non-infringement to the fullest extent allowed by law.

16) Indemnification

Client will defend, indemnify, and hold harmless Made In The Dark and its owners, contractors, and employees from any claims, damages, liabilities, costs, and attorney fees arising out of:

• Client’s materials, instructions, or on-screen claims
• Client’s breach of these Terms
• Injuries or damages caused by Client or Client’s guests at the studio or on location
• Failure to obtain releases, permissions, or permits
• Third-party platform actions tied to Client content, products, or services

17) Limitation of Liability

• No Consequential Damages. We are not liable for indirect, incidental, special, consequential, or punitive damages (lost profits, lost revenue, reputational harm, etc.).
• Liability Cap. Our total liability for any claim is limited to the amount actually paid by Client to us for the specific Services giving rise to the claim.
• Time Limit. Any claim must be brought within [1 year] of the event giving rise to the claim (or the minimum allowed by law if shorter is not permitted).

18) Force Majeure

We are not liable for delays or failure to perform due to events beyond reasonable control (weather, illness, emergencies, power/internet outages, government actions, strikes, natural disasters, venue issues, or platform outages).

19) Termination

We may terminate Services immediately if Client breaches these Terms (including nonpayment, abusive conduct, illegal requests, or unsafe conditions). In such case, amounts paid are non-refundable and outstanding balances remain due for work performed and costs incurred.

20) Disputes, Venue, and Governing Law

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law rules. The parties consent to exclusive venue in the state and federal courts located in or nearest to Chesapeake, Virginia, unless otherwise required by law.

21) Miscellaneous

• Severability. If any provision is unenforceable, the rest remains in effect.
• Assignment. Client may not assign this agreement without our written consent.
• Independent Contractor. We are an independent contractor, not an employee/partner.
• Electronic Signatures. Electronic acceptance and signatures are valid and binding.
• Entire Agreement. These Terms plus the SOW are the entire agreement.