UW Video

UW Video
Video Customer Terms & Conditions

(Effective 3/1/16)

The UW Video Statement of Work (“SOW”) & Production Agreement (“Agreement”) as well as its Terms and Conditions between UW Video and the “Client” is entered into by the parties and is effective as noted in the Statement of Work & Production Agreement Effective/Expiration Dates.

These Terms and Conditions are hereby incorporated into the Statement of Work & Production Agreement. UW Video reserves the right to update these Terms and Conditions from time to time as might be necessary to comply with all federal, state and local laws as well as University of Washington policy.

1. General Terms/Conditions Information:

1.1. Services: UW Video will perform its duties in a professional manner utilizing industry standard practices, current techniques and tools in order to fulfill its obligations to the Client and the Project.

1.2. Rights/Approvals/Clearance: UW Video may provide and/or create b-roll, images, graphics, marks and/or music in the course of this project. UW Video warrants that it has the necessary rights, approvals and clearances for any intellectual property used or created in the course of completing this project.

1.3. Rates: UW Video is a self-sustaining service of the University of Washington. Rates are calculated annually and for compliance with all Federal, State and Local laws. For internal UW departments rates are based on cost recovery. For external entities market rates apply. New rates take effect annually on July 1st. Organizations are considered internal as long as they have a UW Budget Code.

1.4. Budget: UW Video will provide an estimated budget for this project in advance. The budget document originally provided to the Client is attached to the Statement of Work & Production Agreement as Exhibit A. Changes to the project can be made by using the Project Change Form attached to the Statement of Work & Production Agreement as Exhibit B and, upon signature by both parties, will become an attachment to the Statement of Work & Production Agreement.

1.5. Billing: Unless otherwise agreed to in this document billing shall occur at the time services are rendered or for larger projects at reasonable intervals based upon milestones. See Statement of Work & Production Agreement for more detailed billing information.

1.6.Work for Hire: All work performed by UW Video shall be considered a Work for Hire and as such the University of Washington and the Client shall retain all applicable intellectual property rights to the content that is created. Following the conclusion of the project UW Video may archive and manage the distribution of the content on the Client’s behalf. Such arrangements are noted in Statement of Work & Production Agreement.

2. Client Responsibilities

2.1. Timely Direction: Client shall provide timely direction, feedback and communication to UW Video in order for it to efficiently and effectively carry out its responsibilities.

2.2. Cancellation: Cancellations of shoot dates, editing appointments and most other scheduled services require a minimum of 48 hours’ notice (excluding holidays and weekends) to avoid incurring cancellation penalties up to and including the full cost of the services scheduled.

2.3. Authority: Client attests that they have the necessary authority to enter into this agreement.

2.4. Intellectual Property Clearance: Client further warrants that it has the necessary rights, approvals and clearances for any intellectual property used or created in the course of completing this project.

3. Billing

3.1. UW Internal Billing: Internal UW Clients (with a UW Budget number) will be billed at the conclusion of the project or, for larger projects, progressively based upon the milestones agreed to in the Statement of Work & Production Agreement. A budget number must be on file for project to begin.

3.2. External Billing: External Clients (without a UW Budget number) must provide payment in advance unless other arrangements are made. A schedule for payments following the progress of the project is included in the Statement of Work & Production Agreement. External Clients may pay by Credit Card or Check.

3.3. Interest: Interest accrual is required by state RCW 43.17.240. All UW departments are required to charge interest on their receivables. Invoices begin accruing interest at a rate of 1% per month/12% annually at 31 days past due. A finance charge may be added to past due balances at a periodic rate of 1% per month, or 12% annually.

3.4. Invoicing: Payments should be made payable to the University of Washington – UW VIDEO. Payments should be mailed to:

UW Invoice Receivables
PO Box 94224
Seattle, WA 98124

4. Cancellation

4.1. Cancellation for Convenience: The Statement of Work & Production Agreement may be terminated for convenience at any time by the Client. Client is responsible for payment for any work that has taken place up and until the notice of cancellation of the project.

4.2. Cancellations less than 48 hours: Cancellations of shoot dates, editing appointments and most other scheduled services require a minimum of 48 hours’ notice (excluding holidays and weekends) to avoid incurring cancellation penalties up to and including the full cost of the services scheduled. Cancellations made by the Client with less than 2 business days (48 hours) notice before a scheduled service (e.g.: shoot date or edit session) will be charged the full amount for that service.

5. Budget

5.1. Costs: All costs for the project will be provided to the client in advance. Costs provided in the written Estimate will not to exceed the estimated ranges unless agreed to and memorialized in a change order and attached to the Statement of Work & Production Agreement in advance.

5.2. Rates: UW Video rates are calculated annually and take effect July 1st each year. UW Video reserves the right to adjust rates in the event that the project duration exceeds the original estimate by more than 60 days AND new rates have been implemented for more than 30 days.

5.3. Payments: All payments must be made in accordance with Section 3 of the Terms and Conditions.

6. Publishing

6.1. Publishing Terms: As a service to the University of Washington, its schools, colleges and administrative units UW Video maintains a variety of media platforms for publishing your video content. Each publishing platform has its own rules and restrictions. By signing the SOW and indicating that you would like UW Video to publish your content you are giving UW Video authority to publish and manage your content on the platforms/mediums indicated on the SOW. Published content follows the Archiving policy unless otherwise noted in the SOW.

7. Archiving

7.1. Archiving Terms: Generally all materials from your project are retained while your project is in process and for a minimum of 1 month after the project has concluded. Once a project is concluded UW Video archives the finished video(s) based on the schedule shown in Section 7.2. Please note that all materials used in the creation of a video will be returned upon request at the conclusion of the project and only the finished video is published and/or archived by UW Video.

7.2. Archiving Retention Schedule:

Archiving Retention Duration
Physical Tape/Disk 10 years
Publishing Retention Duration
YouTube 5 years

Durations shown are minimums and UW Video reserves the right to retain materials longer at its own discretion. Duration is measured from the conclusion of your project(s) which is defined as the month in which the project was billed. Please also inform us if you intend to archive your own materials and/or if we should remove your finished project(s) in advance of our standard publishing/archiving durations.

Longer term storage is available. Please ask your Producer and they can provide more information.

8. Changes to SOW

8.1. Project Change Form: Approved Changes will be memorialized in writing using the Project Change Form. Upon signature by both parties, it will become an attachment to the Statement of Work & Production Agreement and incorporated hereunder.

9. Miscellaneous
9.1. Assignment: Neither party may assign any of its rights under this Agreement or delegate performance of the Services hereunder, except with the prior written consent of the other party.

9.2. Force Majeure: Neither party shall be liable for delay in performance or failure to perform any of their obligations (other than payment), if the delay or failure results directly or indirectly from any (i) government directive, order or regulation; (ii) equipment failure or breakdown so long as such equipment has been properly maintained and operated; (iii) failure or delay of transportation; (iv) suspension or cancellation of any required license; (v) insurrection; riots, national emergencies; war; acts of public enemies, strikes or other labor difficulties; (vi) fires, floods, earthquakes, lightning or other extreme weather conditions; or (vii) any other similar catastrophes or acts of God. The party affected shall give the other party prompt notice of any such Force Majeure event.

9.3. Liability: UW Video shall not be liable to the Client for any loss of goodwill, reputation, profit or any indirect special or consequential loss, damage, costs, expenses or other claims that are caused by our negligence or otherwise arise out of or in connection with your use of the project.

9.4. Adjudication: If any clause or part of these Terms and Conditions and Agreement shall for any reason be adjudged by a court or other legal authority of competent jurisdiction to be invalid, such judgment shall not affect the remainder of this agreement, the terms of which shall remain in full force and effect.

9.5. Full Agreement: The Statement of Work & Production Agreement constitutes the final and exclusive agreement between the parties about the subject matter hereof. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of the Statement of Work & Production Agreement are expressly merged into and superseded by the Statement of Work & Production Agreement and these Terms and Conditions. No amendment to the Statement of Work & Production Agreement and these Terms and Conditions will be effective unless it is in writing and signed by the authorized representatives of both parties.