
QuickFrame Client Terms and Conditions
Updated June 24, 2025
These terms and conditions (the “QuickFrame Terms” or the “Agreement”) govern your (“Client”, “you”, or “your”) use of the QuickFrame Marketplace and all Services and Deliverables offered by MNTN, Inc. through its QuickFrame division (“QuickFrame”, “we”, “us”, “our”). By clicking “I Accept” and using the Services, or otherwise accessing the QuickFrame Marketplace, you acknowledge that you have read, understood, and agree to be bound by the QuickFrame Terms. To the extent you have executed a separate agreement governing your use of the QuickFrame Marketplace and the Services and Deliverables offered by QuickFrame, the terms of that agreement will apply in the event of a conflict with these QuickFrame Terms. QuickFrame and Client may collectively be referred to as the “Parties” and each a “Party”. These QuickFrame Terms are hereby incorporated by reference into any order form or statement of work which you may enter into with us from time to time (each, an “SOW”), provided that the SOW expressly references the QuickFrame Terms and is duly executed by a representative of each Party.
- DEFINITIONS
“Affiliate” means, with respect to a Party, any other entity which directly or indirectly, through one or more organizations, individuals or business concerns, Controls or is Controlled by or is under common Control by a third party or each other. For purposes of this definition, the terms “Control” and “Controlled” include, without limitation, the possession, directly or indirectly, of the power to direct the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.
“Bid” means a submission by a Maker in response to an Opportunity in the Platform.
“Creative” means the ideas, concepts, sketches, storyboards, and other pre-production materials developed by a Maker for use in and for the Deliverables.
“Deliverables” means the video assets and related material identified in a Project or otherwise delivered by Maker to Client in connection with a Project. Unless otherwise specifically set forth in a Project, Deliverables do not include Raw Files.
“Intellectual Property Rights” means any and all copyright (including rights in computer software and databases), trademarks, service marks, trade dress, brand names, logos, good-will, trade, business or domain names, design rights, database rights, patents, rights in inventions, know-how, trade secrets and confidential information, rights in databases, moral rights, publicity rights, performance rights, synchronization rights, mechanical rights, publishing, rental, lending and transmission rights and other intellectual property and exploitation rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registrable including all granted applications and all applications for registration, division, continuation, reissuance, renewals, extensions, and reversions in respect of any of the same as provided in Creative or Deliverables.
“Maker” means a third-party person or business entity engaged by QuickFrame, as an independent contractor, to provide the relevant Creative, video production, editing, and other actions required to fulfill the Deliverables described in a Project.
“Maker Community” means QuickFrame’s diverse and global network of professional video creators and production companies participating as Makers in the QuickFrame Marketplace.
“Opportunity” means a Project submitted to the Platform by Client that is available for Bidding. Opportunities are time-limited and may be withdrawn by Client at any time before accepting any Bids.
“Project” means the Services and Deliverables requested by the Client in the Platform or an SOW, including all requirements, specifications, general ideas and other relevant details regarding the video content to be produced by Maker.
“Project Effective Date” means the date a Bid is accepted by a Client.
“QuickFrame Marketplace” or “Platform” means QuickFrame’s video marketplace platform, where Makers have the opportunity to bid on video projects submitted by Clients, made available at ui.quickframe.com.
“Raw Files” means, with respect to Deliverables, unedited and fully uncompressed footage with no transcoding and no color correction.
“Services” means the video production services provided to Client, including the Creative, Deliverables, production techniques, talent requirements, video technical specifications, and other services described in a Project. - PLATFORM ACCESS AND RESTRICTIONS
- Platform Access. Subject to these QuickFrame Terms, QuickFrame hereby grants you a limited, revocable, non-exclusive, non-transferable license (without the right to sublicense) to access and use the Platform. All rights not expressly granted herein to you are reserved to QuickFrame, its affiliates and licensors. You will be given access to the Platform once you have accepted these QuickFrame Terms.
- Access Restrictions. You shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Platform available to any third party; (ii) use the Platform in the operation of a service bureau or similar service for third parties; (iii) modify, copy or create derivative works based on the Platform; (iv) disassemble, reverse engineer, decompile or otherwise seek access to the source code of the Platform or any unauthorized content on the Platform; (v) access the Platform in order to build a competitive product or service; (vi) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) interfere with or disrupt the integrity or performance of the Platform or the data contained therein; (viii) attempt to gain unauthorized access to the Platform or its related systems or networks; (ix) remove from the Platform any language or designation indicating the confidential nature thereof or the proprietary rights of QuickFrame or any Clients; or (x) use the Platform in any manner not expressly permitted under this Agreement.
- Access Credentials. You are solely responsible for keeping your access credentials for the Platform secure and confidential, and you are responsible for all use of the Platform through your access credentials, including any unauthorized use. If you become aware of any unauthorized use of your Platform account, you must notify QuickFrame immediately in writing. QuickFrame is not liable for any loss or damage arising from the unauthorized access to or use of your account. Upon termination of this Agreement, QuickFrame may disable and/or delete your account with or without notice to you.
- PROJECT ACCEPTANCE, APPROVALS AND DELIVERY
- Bidding; Acceptance. Subject to these QuickFrame Terms, you may submit Opportunities in the QuickFrame Marketplace. Opportunities are available for a limited time (“Bidding Period”). You may accept or dismiss Bids during the Bidding Period for any reason; provided that only one Bid may be accepted per Opportunity. By accepting a Bid, you acknowledge and agree that you are responsible for timely approvals and the payment obligations herein.
- Approvals; Timelines. Client approvals (talent, location, Creative, etc.) must be received in accordance with mutually agreed upon production timelines as may be detailed in the applicable Project and accepted Bid. The Project may memorialize production schedules, production necessities, and other required timetables, including but not limited to, required Client approvals. Client’s failure to provide timely approvals may result in extended project timelines, Maker unavailability, missed deadlines, Overages (defined below) and other actual expenses. In the event Client fails to respond to any QuickFrame or Maker communications regarding an active Project for thirty (30) days, the applicable Project may be deemed terminated pursuant to Section 9(d) herein and Client shall be responsible for fees incurred through the effective date of such termination including any Cancellation Fees.
- Revisions. “Revisions” are defined as a material change requested by Client to the Project and are limited to those changes that can be accomplished or accommodated via available post-production techniques. Unless otherwise expressly agreed upon in a Project, Client is limited to three (3) Revisions, provided (i) reshoots or capturing additional footage are expressly excluded as an acceptable Revision; and (ii) a single Revision may include multiple changes if included in the same request, but if not so included, each will be considered to count against the permissible limit of three (3) Revisions. Additional Revisions may be purchased in advance.
- Product Delivery. If applicable, when Deliverables require Client-supplied product(s), such product(s) must arrive in accordance with mutually agreed upon production timelines. Failure to deliver product may result in extended timelines, cancelled or postponed shoots, or Client-incurred Overages.
- Usage Rights. Unless otherwise stated in the applicable Project or otherwise agreed upon in writing by the Client, Client’s usage rights for the Deliverables shall be in perpetuity for use in all digital media in existence (which, for purpose of clarity, does not include linear television, print media, or other non-digital media formats). Notwithstanding the foregoing, Client’s use of the Deliverables may be subject to Third-Party Rights (defined herein). Client will be liable for any usage of the Deliverables that are used, shown, exhibited, or otherwise displayed that do not conform to any Third Party Rights.
- Add-ons. Add-ons are defined as additions made to a project that are materially outside of the agreed upon project scope. Any Client requested add-ons will be duly considered by QuickFrame and/or the Maker and, if commercially reasonable to accommodate, will be set forth in an addendum or updated Project description, including fees for such approved Add-ons.
- Overages. “Overages” are defined as the fees incurred by Client for excess Revisions and other modifications that exceed the scope or alter the timelines set forth in the applicable Project, and which result in extensions, revisions, delays, and/or otherwise cause additional expenses and fees to complete the Project. Where applicable or commercially practical, QuickFrame will use provide an estimate of expenses and fees for Overages prior to incurring such fees and expenses, and if not applicable or commercially practical, QuickFrame will invoice fees for Overages with supporting documentation.
- FEES, INVOICING, AND PAYMENT
Unless otherwise expressly stated in a Project, all fees for Services shall be invoiced upon the Project Effective Date and shall be due and payable within thirty (30) days of receipt of invoice. Invoices may be transmitted in either hard copy via mail or electronically via email, and payment may be made by electronic funds transfer, credit card or paper check. QuickFrame shall be entitled to suspend Services to Client if any invoice is more than thirty (30) days past due, provided that QuickFrame gives Client five (5) business days’ notice prior to suspension of Services and/or delivery of Deliverables and Client does not cure the delinquency. - CONFIDENTIAL INFORMATION
- Each Party acknowledges that it may receive Confidential Information from the other Party through the provision, receipt, and use of Services. During the Term of this Agreement and/or any applicable SOW and for a period of three (3) years, neither Party will disclose, provide, or otherwise make available to any unapproved third-party any Confidential Information of the other and shall utilize such Confidential Information to the extent necessary to provide the Services under the terms of this Agreement, and for no other purpose. Within sixty (60) days of termination of this Agreement, each Party shall destroy (or return, if requested and commercially reasonable) all Confidential Information of the other Party.
- “Confidential Information” means all information disclosed by one Party to the other in the course of performing this Agreement including but not limited to any trade secret, information, process, technique, design, drawing, formula, test data, know-how, other works of authorship, unpublished financial information, strategy, business plans or similar information relating to any video project, research project, work in process, future development, marketing, servicing, financing or personnel matter relating to the disclosing Party, its present or future products, sales, suppliers, clients, customers, employees, contractors, investors or business, whether in oral, written, graphic, or electronic form. The foregoing shall not prohibit or limit a Party’s use of any information, including but not limited to ideas, concepts, know-how, techniques and methodologies which (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, generally known or available; (b) is known by the receiving Party at the time of receiving such information as evidenced by its records; (c) is hereafter furnished to the receiving Party by a third-party as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing Party, or (f) is required to be disclosed pursuant to a legal order.
- INTELLECTUAL PROPERTY AND OWNERSHIP OF DELIVERABLES
- Subject to this Section 6 and except as may be otherwise expressly provided in an applicable Project, QuickFrame assigns, grants, and conveys to Client, all right, title and interest in any intellectual property rights QuickFrame may have in any Deliverables created for Client pursuant to this Agreement. QuickFrame agrees that all Deliverables are and remain the property of Client at the moment of creation of such Deliverables and QuickFrame agrees to execute, at Client’s request, all documents, and other instruments necessary or requested by Client to confirm or perfect such assignment, grant, and/or conveyance.
- Third-Party Rights. Client acknowledges and agrees that Client’s use and ownership of the Deliverables may be subject to the rights of third parties whose materials or services are contained in the Deliverables (“Third-Party Rights”). QuickFrame shall be responsible for securing all requisite Third-Party Rights in Deliverables created by QuickFrame and/or Maker, and Client shall be responsible for securing all requisite Third-Party Rights in materials provided by Client to QuickFrame and/or Maker for use in the Deliverables. Each Party shall disclose in writing to the other any and all limitations, restrictions, or other conditions imposed by Third-Party Rights.
- Pre-Existing Works. All Intellectual Property Rights owned by a Party or its Affiliates as of the Effective Date (“Pre-Existing Works”) will continue to be owned by such Party and its affiliates and, except as expressly provided in this Agreement and/or the applicable SOW, the other Party shall not acquire any right, title or interest in or to such rights. To the extent that any Deliverable includes Pre-Existing Works of QuickFrame, QuickFrame hereby grants to Client a perpetual, irrevocable, fully paid-up, royalty-free, worldwide, non-exclusive license for Client to use, copy, modify, enhance and create derivative works from the Pre-Existing Works included in or with the Deliverables. To the extent that Client provides QuickFrame with any Client Pre-Existing Works for purposes of creating a Deliverable, Client hereby grants QuickFrame a perpetual, irrevocable, unconditional, fully paid-up, royalty-free, worldwide, non-exclusive license for QuickFrame to use, copy, modify, enhance and create derivative works from the Client Pre-Existing Works solely for the purpose of inclusion in or with the Deliverable(s).
- Raw Files or Footage. Unless otherwise expressly stated in an applicable Project, Deliverables do not include Raw Files. For purposes of clarity and the avoidance of doubt, while in the possession of QuickFrame and/or the Maker, Raw Files shall be solely and exclusively owned by Client and Client shall own all Intellectual Property Rights therein. Client acknowledges that the delivery of Raw Files imposes additional costs not contemplated in the pricing for delivery of the Services or Deliverables, as Raw Files require additional resources to prepare and ready such files for transmission to Client. If Client desires to acquire the Raw Files as part of the Deliverables, QuickFrame shall work with the Maker to provide an estimate of the cost of delivery of such Raw Files in the applicable Project or an addendum thereto. If, after the Project Effective Date or execution of the SOW, Client desires to acquire the Raw Files, QuickFrame will obtain an estimate of the cost of preparation and delivery of such Raw Files, which shall by payable by Client, and QuickFrame will provide all necessary assistance to transfer such Raw Files to Client. If Client does not procure the Raw Files within six (6) months after delivery of the Deliverables, Maker shall destroy the Raw Files in its possession and QuickFrame and/Maker shall have no further obligation or liability to Client arising from such Raw Files.
- LIMITED LICENSE TO CLIENT MARKS AND DELIVERABLES
- Client grants to QuickFrame the limited, non-transferable, non-exclusive, non-assignable, non-sublicensable, and revocable right to use Client’s logo in accordance with Client’s logo or marks usage guidelines, solely for purposes of providing the Services during the Term of this Agreement and to identify Client as a QuickFrame customer.
- Client further grants to QuickFrame the limited, non-transferable, non-exclusive, non-assignable, non-sublicensable, and revocable right to use the Deliverables provided to Client solely for the purpose of including such Deliverables in QuickFrame and Maker’s marketing materials, websites, and portfolios of successful projects.
- INDEPENDENT CONTRACTOR
The parties are independent contractors and nothing in this Agreement shall be construed as constituting a joint venture, common undertaking, or other association between the parties. Neither Party shall be deemed to be an employee, agent, partner, nor legal representative of the other Party for any purpose, and neither Party shall have any right, power, or authority to create an obligation or responsibility on behalf of the other Party, or to make any representation or warranty on behalf of such Party, except as set forth in this Agreement. - TERMINATION
- This Agreement shall remain in effect and govern any active Projects for Services between the Parties unless otherwise terminated under this Section.
- A Party may terminate this Agreement upon thirty (30) days written notice of an alleged material breach by other Party, upon which the alleging breaching Party shall have thirty (30) days to cure such alleged material breach (“Cure Period”). If the material breach is not timely cured, this Agreement shall terminate five (5) business days after the expiration of the Cure Period.
- A Party may terminate this agreement within thirty (30) days written notice if either (i) becomes insolvent, (ii) makes an assignment for the benefit of creditors, (iii) files for bankruptcy or seeks reorganization because of a bankruptcy filing, or (iv) institutes liquidation or winding up procedures.
- This Agreement and any Projects and/or SOWs may be terminated without cause and/or for the convenience of Client upon thirty (30) days written notice, subject to the following:
- any such termination for convenience under this section will not (1) entitle Client to a refund of any fees paid; and/or (2) relieve Client from the contractual obligation to pay fees and expenses accrued through the effective date of such termination; and
- any such termination for convenience by Client which results in a unilateral cancellation of a scheduled production shoot set forth in a Project is also subject to the following fees: (1) all non-refundable expenses incurred on behalf of the Client prior to the effective date of such termination; (2) 10% of the Project budget if a shoot is cancelled more than 72 hours before shooting is scheduled; and (3) 50% of the Project budget if a shoot is cancelled within 72 hours of shooting ((1)–(3) collectively, “Cancellation Fees”).
- Effect of Termination. Upon termination or expiration of this Agreement or upon Client’s suspension or termination of the Services through Client’s account in the Platform: (i) Client’s access to the Platform shall terminate immediately and Client shall cease using the Platform and all Services; (ii) Client will pay any unpaid fees payable to QuickFrame related to Services and Deliverables provided through the date of termination under this Agreement; (iii) each Party shall destroy all copies of Confidential Information of the other Party; and (iv) any and all Projects and SOWs executed pursuant to this Agreement shall automatically terminate.
- NON-SOLICITATION
During the term of this Agreement and ending one (1) year after the effective date of termination of this Agreement, Client shall not, without QuickFrame’s prior written consent, directly or indirectly; (a) solicit or encourage any person (including QuickFrame’s Makers) to leave the employment or engagement of QuickFrame; or (b) hire, or encourage to enter into any employment or contractor status relationship, any Maker, entity, or person who provided Services to Client under this Agreement and/or an SOW. During the period commencing on the date hereof through and ending one (1) year following the effective date of termination, neither Party will, whether for its own account or for the account of any other person or entity, intentionally interfere with the business or employment relationship(s) of the other Party or its Affiliates. - INDEMNIFICATION
- QuickFrame Indemnification. QuickFrame will indemnify, defend, and hold harmless Client and its parent, subsidiaries and Affiliates and their respective directors, employees and agents (collectively, the “Client Indemnitees”) from and against any claim made or brought against any Client Indemnitee by a third-party alleging that the Services and/or Deliverables as provided by QuickFrame to Client infringe any third-party Intellectual Property Rights, and QuickFrame shall pay the damages finally awarded by a court or agreed to by QuickFrame in a written settlement agreement with respect to such claims.
- QuickFrame shall have no obligation to defend or pay damages to Client for claims or losses arising from (1) Client Pre-Existing Works and/or any other material supplied by Client for inclusion into the Deliverables, including but not limited to, claims arising from Client’s failure to secure Third-Party Rights as more fully set forth in Section 6(b); (2) any derivative works of the Deliverables made by Client to the extent that the alleged infringement arises from Client’s modifications of the Deliverables and/or combination of the Deliverables services or materials made by any entity other than QuickFrame; and/or (3) to the extent the claims arise from Client’s material breach of this Agreement.
- If the Services and/or Deliverables become or may become the subject of a claim of infringement, QuickFrame may (1) obtain the right for Client to continue use of the Services and/or Deliverables; (2) replace or provide a work-around in order to allow for Client’s continued use of the Services and/or Deliverables; or (3) if QuickFrame cannot effect (1) or (2) using commercially reasonable efforts, terminate this Agreement, in whole, or in part with respect to the infringing Service and/or Deliverable. The provisions set forth in this Section shall be QuickFrame’s sole obligation, and Client’s sole remedy, for any actual or alleged violation of third-party Intellectual Property Rights arising from Client’s use of the Services and/or Deliverables.
- Client Indemnification. Client will indemnify, defend, and hold harmless QuickFrame, its Affiliates, and its Makers (“QuickFrame Indemnitees”) from and against any third-party claim made or brought against any QuickFrame Indemnitees to the extent arising from (i) the Client Pre-Existing Works and/or other material supplied by Client for inclusion into the Deliverables, including but not limited to, claims arising from Client’s failure to secure Third-Party Rights; and/or (ii) Client’s breach of this Agreement.
- Procedure. The indemnified Party will give the indemnifying Party written notice of any claim, action, suit, and proceeding for which the indemnified parties are seeking indemnity; grant control of the defense and settlement to the indemnifying Party; and provide, at the indemnifying Party’s expense, reasonable assistance in the defense or settlement thereof. In any event, the indemnified Party shall have the right to participate, at their own expense, in the defense or settlement of any claim, action, suit or proceeding that is the subject of an indemnification obligation. The indemnifying Party will not settle any claim that creates any ongoing liability to the indemnified Party or an admission of liability with respect to any claim without the indemnified Party’s written consent.
- Insurance Policy Types and Coverage. QuickFrame shall, at all times during the Term, maintain the following insurance policies: (i) One million dollar commercial general liability policy covering bodily injury, property damage, personal and advertising injury liability and contractual liability, (ii) workers’ compensation policy, at a minimum amount required by Law; (iii) One million dollar business auto liability policy covering all owned, hired and non-owned automobiles used in connection with this Agreement; (iv) “All Risk” property policy covering not less than one hundred percent (100%) of the replacement value of Client’s personal property; (v) Three million dollar Network/Cyber-Liability policy, and (vi) Three million dollar professional liability policy covering acts, errors or omissions arising out of Services performed under this Agreement.
- QuickFrame Indemnification. QuickFrame will indemnify, defend, and hold harmless Client and its parent, subsidiaries and Affiliates and their respective directors, employees and agents (collectively, the “Client Indemnitees”) from and against any claim made or brought against any Client Indemnitee by a third-party alleging that the Services and/or Deliverables as provided by QuickFrame to Client infringe any third-party Intellectual Property Rights, and QuickFrame shall pay the damages finally awarded by a court or agreed to by QuickFrame in a written settlement agreement with respect to such claims.
- REPRESENTATIONS AND WARRANTIES
- Mutual. Each Party represents and warrants that it has the necessary authority to enter into this Agreement and carry out its obligations hereunder.
- By QuickFrame. QuickFrame represents and warrants that (i) QuickFrame and its Makers have the appropriate, competent, and professional industry skill and background to perform the Services; (ii) QuickFrame has entered into a contractual relationship with the Maker wherein the Maker has agreed to be bound by the applicable terms in this Agreement, including but not limited to, terms pertaining to Confidential Information (section 5) and Intellectual Property Rights and Third-Party Rights (section 6); and (iii) QuickFrame will remain responsible for the acts, omissions, and provision of the Deliverables from the Maker.
- By Client. Client represents and warrants that (i) Client is the owner of or is licensed to use and transfer its Pre-Existing Works for inclusion in the Deliverables; and (ii) Client’s Pre-Existing Works do not infringe or misappropriate the copyright, patent, trademark, trade secret or other intellectual property or other proprietary rights of any third party.
- DISCLAIMER OF WARRANTIES, EXCLUSION OF CERTAIN DAMAGES, AND LIMITATIONS OF LIABILITY
- WITH THE EXCEPTION OF THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES, INCLUDING ANY VIDEO MATERIALS PROVIDED BY QUICKFRAME, ARE PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT OF APPLICABLE LAW, QUICKFRAME DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE ANY OF THE SERVICES OR DELIVERABLES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE.
- EXCEPT WITH REGARD TO A PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, THE LIABILITY OF EITHER PARTY, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE, SHALL NOT, IN THE AGGREGATE UNDER THIS AGREEMENT, EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO QUICKFRAME DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY UNDER THIS AGREEMENT.
- DISPUTE RESOLUTION; ARBITRATION AGREEMENT; NO CLASS ACTION
- Dispute Resolution. If a dispute or claim arises under this Agreement (a “Dispute”) that the project managers or primary business contacts of each party are unable to resolve, a party will notify the other party of the Dispute in writing (which may be via email) with as much detail as possible. Client and a QuickFrame senior business representative with full authority to resolve the Dispute will use good faith efforts to resolve the Dispute within ten (10) business days after receipt of a Dispute notice. If the parties’ senior business representatives are unable to resolve the Dispute, or agree upon the appropriate corrective action to be taken, within such ten (10) business days, then either party may pursue arbitration as set forth in Section 14.b below.
- Arbitration. All Disputes that remain unresolved following the process set forth in Section 14.a above shall be finally settled under by arbitration in Los Angeles, California, before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. Notwithstanding the foregoing, either party hereto shall be entitled to seek injunctive or equitable relief from a court of competent jurisdiction without the necessity of posting bond or proving actual damages.
- Class Action Waiver. To the fullest extent permitted by applicable law, Client and QuickFrame each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. Client and QuickFrame understand that by agreeing to this class action waiver, each may only bring a Dispute against one another in an individual capacity, not as a representative or member of a purported class, or as a Private Attorney General.
- Governing Law. This Agreement, and any Dispute arising out of or related to this Agreement, shall be governed by the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, excluding its conflicts of law rules, regardless of Client’s country of origin or where Client accesses the Platform. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- GENERAL
- Assignment. The rights and obligations of each Party under this Agreement are not assignable without the prior written consent of the other Party, provided however, either Party may assign its rights and obligations of this Agreement to an Affiliate or to the surviving entity in any merger or consolidation to which it is a party or to any party that acquires all or substantially all its capital stock or assets. Any assignment in contravention of this provision will be null and void. The Parties’ rights and obligations under the Agreement will be binding on and will inure to the benefit of all permitted assignees and successors in interest.
- Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or any other provision herein, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
- Entire Agreement. This Agreement and any Projects, SOWs, and/or amendments thereto constitute the entire agreement between QuickFrame and Client, and supersede all prior and contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matter hereof. Notwithstanding any language to the contrary therein, any conflicting or additional terms stated in a purchase order or similar ordering document (other than an SOW expressly incorporating the terms of this Agreement) shall be incorporated into this Agreement, and such terms shall be void and without any legal effect.
- Modification; Amendment. No modification of this Agreement will be effective unless in writing and signed by an authorized representative of each Party.
- Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, electronic mail, return receipt requested, or by overnight delivery. Notices to Client may be sent to the address listed in Client’s account, or email address provided by Client. Notices to QuickFrame must be sent to the following:
MNTN, Inc.
823 Congress Avenue #1827
Austin, TX 78768
Email: innes@mountain.com
Attention: Chris Innes, Chief Operating Officer
With copy to: legal@mountain.com - Severability. If any provision of this Agreement is found invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed, and the remainder of this Agreement shall remain in full force and effect.
- Force Majeure. Neither Party shall be responsible for any failure to perform any obligations under this Agreement due to unforeseen circumstances or due to causes beyond such Party’s reasonable control, including but not limited to acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, pandemics, and any other cause whatsoever, which is unavoidable or beyond such Party’s reasonable control.
- This Agreement is for the sole and exclusive benefit of QuickFrame and Client. Whenever the context requires, any commitment or obligation provided for in this Agreement shall survive termination or expiration hereof.