CONTENTS
Schedule A — Video Project Order / Statement of Work
Execution Page
THE AGREEMENT
This Video Production Agreement (the “Agreement”) is entered into between Deep Waves Music LLC, a Florida limited liability company (“Deep Waves Music,” “DWM,” “Company,” “we,” “us,” or “our”), and the individual or entity commissioning the production (“Customer,” “you,” or “your”). It becomes effective when signed or electronically accepted, or when Company begins work at Customer’s request after providing this Agreement (the “Effective Date”).
This Agreement governs the creation of promotional videos, music videos, social media videos, visualizers, motion graphics, filmed content and related audiovisual services. The applicable Video Project Order / Statement of Work (“Project Order”), estimate, production schedule, invoice and approved change orders form part of this Agreement. If a conflict exists, the Project Order controls only for the specific commercial or project term it expressly addresses; this Agreement controls all other matters.
The final rendered audiovisual deliverable approved or deemed approved under this Agreement and delivered after full payment in the formats stated in the Project Order.
Raw footage, audio recordings, stills, graphics, animations, project files, timelines, edit files, color files, production notes, scripts, storyboards and other working materials created or assembled during production.
All music, master recordings, compositions, lyrics, logos, trademarks, scripts, footage, photographs, graphics, products, locations, instructions and other materials supplied or selected by Customer.
Stock footage, music, fonts, templates, plugins, effects, software-generated elements, licensed assets and other materials owned or controlled by third parties.
A scheduled filming, recording, live-event capture or on-location service period, including setup and breakdown, as stated in the Project Order.
Company will provide only the pre-production, production, post-production and delivery services stated in the Project Order. Deliverable length, aspect ratios, resolution, versions, filming locations, crew, equipment, animation, captions, thumbnails, raw footage and source files are included only when identified in writing.
Customer will provide the project objective, audience, brand requirements and references. Company retains professional and artistic discretion in directing, filming and editing within the approved scope. References communicate direction only and do not require Company to copy another production or guarantee an identical result.
Where applicable, Customer shall approve the treatment, script, storyboard, shot list, schedule, locations, casting and material budget before production. Changes after approval may require additional fees, crew, equipment, permits, rescheduling or a revised delivery date.
Company may select and use employees, independent contractors, crew, editors, studios, rental houses, software, AI-assisted tools and other production resources. Customer has no right to engage Company personnel separately or direct individual crew members outside the agreed chain of command.
Company does not guarantee views, engagement, sales, radio or playlist placement, advertising results, platform acceptance, viral performance, audience reaction or commercial success. Platforms may crop, compress, mute, restrict, demonetize or remove content under their own policies.
Customer shall appoint one authorized decision-maker, attend scheduled approvals, provide timely information and ensure that Customer personnel, artists and representatives cooperate. Customer delays extend the schedule and may create additional costs.
Customer represents that it owns or has secured all master-use, synchronization, composition, publishing, lyric, trademark, publicity, privacy and other rights required for Customer Materials and the intended uses of the Final Video. Company does not clear Customer’s music or content unless the Project Order expressly includes that service.
Customer is responsible for obtaining valid appearance, performer and parental/guardian releases for all people supplied, invited or directed by Customer, unless Company is expressly responsible for casting and releases under the Project Order. Customer shall disclose any minor before production.
Customer is responsible for permissions, permits, parking, access, security and property releases for Customer-provided locations. Company may stop or relocate production if a location is unsafe, unlawful, inaccessible or not properly authorized. Permit, location and security costs are additional unless included.
Customer is responsible for the legality, safety and accuracy of products, wardrobe, props, statements, claims, credits, names and disclosures supplied or requested. Company may reject unlawful, deceptive, defamatory, hazardous or reputationally harmful content.
Customer is responsible for the technical quality, backup and rights status of Customer-supplied footage and audio. Company is not responsible for defects that cannot reasonably be corrected or for missing material not delivered before the editing deadline.
Customer shall pay the fees, deposit and schedule stated in the Project Order or invoice. Company is not required to reserve dates, hire crew, rent equipment, secure locations or begin work until the required deposit and requested approvals are received.
Deposits and third-party commitments become nonrefundable once Company reserves production capacity, hires personnel, licenses assets, rents equipment, books travel or incurs other project costs, except where required by law or where Company cancels without cause before performing material work.
Unless expressly included, Customer shall pay approved crew, overtime, travel, lodging, mileage, parking, permits, locations, talent, catering, equipment rental, insurance, shipping, stock, licenses, media and other third-party costs. Company may require advance payment.
Changes to scope, concept, script, locations, cast, production dates, shot list, deliverable count, duration, aspect ratio, language, animation, captions or approved direction require a written change order. Company may pause work until price and schedule impacts are accepted.
A Production Day covers the hours stated in the Project Order. Overtime, delays caused by Customer, location access issues, talent lateness, additional setups and waiting time beyond the included period are billable at the stated rate or, if omitted, Company’s then-current rate.
Company may provide watermarked or reduced-resolution review copies. Final, unwatermarked or high-resolution deliverables and any included Production Materials may be withheld until all amounts are paid in cleared funds.
Overdue amounts may accrue a service charge at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law. Customer is responsible for reasonable collection costs and fees caused by chargebacks, returned payments or reversals not resulting from Company error.
Unless a separate signed agreement expressly states otherwise, the project fee is full compensation for production services and Company receives no ownership, royalty, revenue share or participation in Customer’s music or audiovisual income.
Production and delivery dates are good-faith targets unless expressly confirmed as firm. Dates depend on timely payments, approvals, materials, personnel, locations, weather and third-party availability.
Customer shall ensure that artists, talent, products, wardrobe, props, locations and authorized decision-makers are ready at the scheduled call time. Delays may reduce available filming time without reducing the fee.
Customer may request rescheduling in writing. Customer shall pay all nonrecoverable costs. Unless the Project Order states another schedule, a request received seven (7) or more calendar days before production carries a rescheduling fee of twenty-five percent (25%) of the production-day fee; fewer than seven days carries fifty percent (50%); and fewer than forty-eight (48) hours carries seventy-five percent (75%). A replacement date is subject to availability.
Where weather, illness, government action, venue closure, safety conditions, equipment failure or another event beyond reasonable control materially affects production, Company may pause, modify or reschedule. The parties will cooperate on a replacement date; committed third-party costs remain payable and additional costs require approval.
Company may stop production where conditions are unsafe, illegal, abusive or materially different from disclosed conditions. Customer is responsible for conduct and damage caused by Customer, Customer personnel, invitees, artists or locations under Customer’s control.
Company will edit the captured and supplied materials into the deliverables stated in the Project Order. Company may omit unusable, repetitive, unsafe, unlawful or technically deficient footage and may make reasonable editorial choices concerning pacing, color, audio, graphics and sequencing.
The Project Order states included revision rounds. If omitted, the project includes two consolidated revision rounds. A revision round means one organized list of reasonable time-coded changes submitted at the same time and consistent with the approved concept, script and captured footage.
Reshoots, new scenes, new concepts, replacement music, changed scripts, extensive re-editing, new animation, additional versions and changes caused by revised instructions or missing Customer Materials are additional work.
Customer shall provide consolidated feedback within five (5) business days after each review copy unless another period is stated. Delayed, conflicting or piecemeal feedback may extend the schedule and incur additional charges.
The Final Video is approved when Customer confirms approval in writing, publishes or uses it, requests final delivery, or fails to identify a material issue within five (5) business days after Company requests final approval. Technical defects reported within five business days will be corrected without charge if within scope.
Company may deliver by expiring download link or other electronic method. Third-party platforms may alter quality through compression or transcoding. Unless the Project Order states otherwise, Company has no obligation to retain Production Materials or delivery copies more than ninety (90) days after final delivery.
Customer retains ownership of Customer Materials. Customer grants Company and its production personnel a nonexclusive, worldwide, royalty-free license during the project and for reasonable archival and portfolio purposes to reproduce, edit, synchronize, display and use Customer Materials as necessary to perform this Agreement.
Company retains all rights in drafts, review copies, original footage, Production Materials and the Final Video until all project amounts are paid in full. Review access and partial payment do not create a publication or exploitation license.
Upon full payment, the Final Video created solely by Company for Customer will be treated as a work made for hire to the extent it legally qualifies. To the extent it does not qualify, Company assigns to Customer all transferable copyright rights in those original final elements, subject to Sections 7.4 through 7.7.
Raw footage, unused takes, project files, edit timelines, color files, templates and other Production Materials remain Company property and are not included unless the Project Order expressly states otherwise. If delivered, technical support, software compatibility and third-party components are not guaranteed.
Company retains ownership of preexisting formats, methods, templates, tools, know-how and reusable elements. Company grants Customer a perpetual, worldwide, nonexclusive license to use any embedded Company preexisting element solely as part of the Final Video and authorized adaptations.
Third-Party Materials remain subject to their license terms. Customer may use them only as incorporated into the Final Video and may not extract, resell, register or separately exploit them unless permitted. Customer shall comply with disclosed attribution, platform, territory, duration, audience or advertising limits.
After Customer publicly releases the project, Company may display excerpts, stills and the Final Video and identify Customer and the project in Company portfolios, websites, social media, reels, award submissions and business presentations, subject to any written embargo or confidentiality term in the Project Order. Neither party may imply an endorsement beyond the project relationship.
Customer may cancel by written notice and shall pay all work performed, committed costs and nonrefundable amounts. Unless the Project Order states otherwise, cancellation seven (7) or more calendar days before a Production Day requires fifty percent (50%) of the production-day fee; fewer than seven days requires seventy-five percent (75%); and fewer than forty-eight hours requires one hundred percent (100%), less amounts already paid, plus committed costs.
After filming, recording, animation or substantial post-production begins, Customer shall pay for all work completed, committed costs and the completed production stage. No rights in unfinished or unpaid work transfer.
Company may suspend or terminate for nonpayment, unlawful instructions, unsafe conditions, abusive conduct, rights concerns, repeated failure to cooperate or material breach. Company may provide a reasonable opportunity to cure when appropriate, but immediate action is permitted for legal, safety, security or reputational risk.
A project may be treated as abandoned if Customer does not respond for thirty (30) consecutive days after a written request for information, feedback or approval. Company may close the project, retain payments earned and require a reactivation fee and new schedule to resume.
Sections concerning payment, ownership, licenses, confidentiality, indemnification, limitation of liability, disputes and general provisions survive termination.
Company warrants that original elements created solely by Company will not knowingly copy a third party’s protected work and that Company has authority to grant the rights expressly stated. Customer’s exclusive remedy for a verified breach is, at Company’s option, correction, replacement or refund of the fees paid for the affected deliverable.
Except for the express warranty above, services and deliverables are provided “as is.” Company does not provide legal clearance, music licensing, trademark, copyright-registration, advertising, safety or platform-compliance advice unless expressly stated and disclaims implied warranties to the fullest extent permitted by law.
Customer shall defend, indemnify and hold harmless Company and its affiliates, owners, officers, employees, contractors, agents, crew and service providers (“Company Parties”) from claims, damages, liabilities, settlements, penalties, costs and reasonable external legal fees arising from Customer Materials, Customer instructions, persons or property supplied by Customer, Customer’s use, unauthorized modifications, Customer’s breach or failure to obtain required rights, releases, permits or approvals.
Company is not responsible for loss of or damage to personal property left at a location or in a vehicle, except to the extent caused by Company’s gross negligence or willful misconduct. Customer shall disclose fragile, dangerous, irreplaceable or high-value items before production.
Company will use commercially reasonable care in handling captured media, but no storage system is failure-proof. If original footage is lost or corrupted solely through Company’s fault before delivery, Company’s obligation is limited, at its option, to a reasonable reshoot within the original scope or refund of the production fees attributable to the lost footage, subject to availability and third-party costs.
To the fullest extent permitted by law, Company Parties are not liable for indirect, incidental, special, consequential, exemplary or punitive damages; lost profits, release opportunities, reputation, data or anticipated savings; or platform, venue, weather, talent, vendor or other third-party decisions.
Except for obligations that cannot lawfully be limited, Company’s aggregate liability arising from the project will not exceed the fees actually paid to Company for that project. Customer shall not recover the same loss more than once under multiple legal theories.
Deep Waves Music LLC is the sole contracting party. No Company owner, member, manager, officer, employee, agent or contractor, including Carlos R. Peña (professionally known as CPayne), has personal liability for Company obligations solely by reason of acting for Company, except to the extent such limitation is prohibited by law.
Each party shall protect nonpublic project, business, financial and creative information received from the other and use it only for the project. This duty does not apply to information lawfully public, independently developed, already known without duty or required to be disclosed by law.
Company will not intentionally publish unreleased footage or the Final Video before Customer’s announced release date or written approval, except to personnel and service providers who need access to perform the project.
Company may process contact, payment, scheduling, release and project information as reasonably necessary to provide services, prevent fraud, comply with law and maintain records. Operational notices may be sent electronically to the latest contact information provided.
Before filing suit, a party shall provide written notice describing the dispute and allow thirty (30) days for good-faith discussion, unless emergency relief is reasonably necessary. Unresolved disputes shall first be submitted to confidential mediation in Miami-Dade County, Florida, with mediator fees shared equally unless the parties agree otherwise.
Florida law governs without regard to conflict-of-law rules. Exclusive venue and jurisdiction lie in the state or federal courts located in Miami-Dade County, Florida, and each party consents to that jurisdiction. The prevailing party may recover reasonable attorneys’ fees and costs to the extent permitted by law and awarded.
Company is an independent contractor. This Agreement creates no employment, partnership, joint venture, fiduciary duty, agency, franchise or ownership relationship.
Neither party is liable for delay or failure caused by events beyond reasonable control. Performance will resume when reasonably practicable, and dates will be adjusted. Committed third-party costs remain payable.
Customer may not assign this Agreement without written consent. Company may assign it to an affiliate or successor and may subcontract performance while remaining responsible for its contractual obligations.
This Agreement, the Project Order, approved change orders and incorporated policies are the entire agreement for the project and replace prior discussions. Amendments must be in writing or accepted electronically. A waiver is effective only for the specific instance and does not waive later enforcement.
If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain effective. Headings are for convenience. “Including” means “including without limitation.”
The parties consent to electronic records, signatures, notices and counterparts. A typed name, electronic signature, click acceptance or scanned counterpart has the same intended effect as an original signature to the fullest extent permitted by law.