CLIENT AGREEMENT AND TERMS OF SERVICE
Welcome to Mix Theory Studios, Inc.
- https://mixtheorystudios.com/termsandconditions/ to understand our Sites terms and conditions of use.
- https://mixtheorystudios.com/shippingandreturns/ to view our policies related to physical goods purchases, shipping, returns, and exchanges.
- https://mixtheorystudios.com/privacypolicy/ for the policy that governs the Sites and informs users of our data collection practices.
Mix Theory Studios, Inc., a Florida Corporation, is located at 233 E Bay Street, Suite 610, Jacksonville, FL 32202 (the “Company”).
The Company is a music and podcast recording studio with full-service new media production capabilities. Our mission and values are developed to support human creativity and to foster collaboration, innovation, and creativity within the local community of Jacksonville, Florida and its surrounding areas.
We understand the hard work and the passion that it takes to produce and publish high quality creative content. With this in mind, our Company provides music, media, and creative content producers with access to high quality audio and video equipment, production services, hosting, advertising/sponsorship opportunities, strategy consulting, and other ancillary services. We seek partnerships with a variety of creative producers to complement our Services and to support our clients’ business objectives. We also strive to protect the rights of independent creators to full ownership over their creative works and to adequate, fair compensation based on respective market values.
Upon logging in to our Sites (hereafter called “Client Portals”), you will have access to our booking and payment tools, along with specific communication about your services, invoices, media hosting, and other interactions with the Company. You will also have access to other information and networking opportunities through online groups, forums, and our affiliated business directory.
By contracting us either directly or through our Sites’ Client Portals, you acknowledge that you understand and accept our Company’s Terms, Policies and Agreements set forth hereafter, notwithstanding any written and signed agreements that are entered into specifically between you and the Company which may supplement and/or supersede any or all provisions contained within these Service Terms.
For further clarification, you are referred to hereafter as “You,” “Client,” or “Content Producer” upon accepting Mix Theory Studios’ Terms, Policies and Agreements. If you disagree with any of our Terms, Policies and Agreements or if your use of our Sites or Services violates any laws, you are asked to leave the Sites and not use our Services. As a Client, we will notify you on the main page of our Sites’ Client Portals when there are significant changes our Terms, Policies and Agreements. You are responsible for reviewing, understanding, and accepting any changes made.
Please keep in mind that this is an agreement between you and the Company about how you will engage with our Company. We would appreciate being informed if you become aware of any unauthorized use of the Sites, Services or Products that our Company provides. You can reach us by email at firstname.lastname@example.org.
DESCRIPTION OF SERVICES
The Company offers its services and products through its Sites, Client Portals, physical location, and with the support of its network of affiliates and freelance creatives. Our Services include, but are not limited to:
- Music recording, mixing and mastering services,
- Podcast, videocast and livestream recording and full-production services,
- Strategy consulting,
- Podcast and videocast hosting and distribution memberships,
- Ad and Sponsorship sales and Advertising Revenue Share opportunities,
- Social media marketing, and other ancillary services.
The Service Terms apply to all services listed above, which are hereafter referred to as “Services,” unless expressly stated otherwise. The descriptions of the Services as stated within our Sites are incorporated herein by reference.
Some services may be offered independently of the Sites’ offerings through proposals directly from Mix Theory Studios, Inc., to you at your request. These Service Terms apply to these offers when attached to such proposal and are binding upon you when such proposal is accepted. If certain terms within a proposal submitted to you are inconsistent with the Service Terms contained within, then the inconsistent terms in the proposal take precedence over these terms.
Mix Theory Studios, Inc., sells advertising space to affiliate and independent companies through its Sites (called “Sponsors”) and within our Client Portal Business Directory (called “Vendors”). The Company does not directly endorse or make any representations related to the quality, usage, or suitability of the products and services of Sponsors and Vendors. Services and products that you contract with and / or purchase directly from Sponsors and Vendors are not subject to the Company’s Terms, Policies and Agreements. We recommend that you discuss and formalize any and all purchase or sale terms and conditions with such independent or affiliated companies prior to transacting with them.
PAYMENTS AND DEPOSITS.
Client agrees to pay Mix Theory Studios, Inc. for Services purchased and rendered using a valid credit card account or PayPal account. The features, specifications, and limitations of each Service are incorporated into these Service Terms by reference.
Cash payments will not be accepted. The ability to process payments using E-checks and ACH payments may be available upon special request. Please contact email@example.com to inquire further about these payment methods.
In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, Mix Theory Studios, Inc., has the option to treat such failure to pay as a material breach and default of these Service Terms and to withhold any Service output to include, but not limited to, recorded audio and video files, related to the fulfillment of such Services until such time that payments are made in full.
You are responsible for all taxes that may incur as a result of your purchase. The Company may obtain pre-authorization and approval from your credit card account up to the amount of the purchase at the time of booking. The Company may also collect a 25% deposit at the time of scheduling to reserve use of certain assets, rooms, and personnel scheduling, as indicated and incorporated within these Service Terms by reference. The billing on your credit card or PayPal account for the remaining amount usually occurs at the time of Service or shortly thereafter or may occur on a monthly basis on a date established through the Client Portal for any recurring memberships or negotiated payment plans. Multiple purchases may appear on your credit card or PayPal account may appear as multiple transactions.
You acknowledge and consent at the time of booking that you are at least 18 years of age and have the ability to enter into agreements and / or to make transactions electronically. Parents or guardians of minors under the age of 18 years must transact all bookings and payments for any Services to be purchased on behalf of a minor between the ages of 13 and 18. The Company does not provide Services to minors under the age of 13.
YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT WITH THESE SERVICE TERMS AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH SERVICES AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER IN TO THROUGH OUR SITES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
CANCELLATION AND REFUND POLICY
You may cancel and / or reschedule your bookings for Services prior to 24 hours of commencement of such Service for a full refund and return of your deposit. Refer to our Shipping and Returns policy for information regarding cancellations and refunds of physical goods purchased.
Month-to-month membership subscriptions may be canceled with a 30-day written notice. A contract minimum term is not required for memberships but may be subject to a one-time activation fee. Annual memberships may be canceled with a 30-day written notice. Refunds of annual membership fees paid in advance will be calculated based on the number of months consumed at the regular monthly membership rate.
Any cancellations made outside of the parameters set forth will not qualify for a refund. Please contact us at firstname.lastname@example.org with any questions.
CLIENT PORTAL ACCOUNTS.
Upon your request, our Company will set up free Client Portal account(s) within our Site(s). You are not required to access this Client Portal account to use our Services or to advertise with us. However, without a Client Portal account, you will not be able to access calendars, pricing data, or other necessary information to book services without the assistance of our team.
The Company will use the Client Portal accounts as its primary vehicle to communicate with you on bookings, invoices, payment history, service records, production notes, advertising revenue share, account statistics, and other official communication between the Company and you. You are solely responsible to acquire and maintain the necessary hardware and software in order to access and retain your electronic records. If you decide not to set up a Client Portal account, you will be responsible for maintaining your own records.
To create a Client Portal account, you must provide a valid email account that belongs to you. Your account may be deleted by the Company at any time if you email address is no longer valid. You will also be solely responsible for creating a secure password of your choosing. You should notify the Company immediately if you lose this information or if you suspect this information has been stolen.
All activity contained within the Client Portals are subject to the Company’s Terms, Policies and Agreements. The Company reserves the right, at its sole discretion, to delete or suspend any account at any time if it believes the Company’s Terms, Policies and Agreements are in violation by you, or may be violated by you. You also acknowledge, consent and agree that the Company may access, preserve, disclose or delete your account information and access to Sites if required to do so by law or in a good faith belief that such act is reasonably necessary to:
- comply with any legal process and in response to court orders;
- enforce the Service Terms and applicable government regulations;
- respond to claims of violating the rights of third parties;
- respond to customer service requests; or
- protect the rights, property, or personal safety of the Company, its users, its clients, and the public.
After a period of inactivity, the Company reserves the right to disable or terminate your Client Portal Account. The Company will attempt to provide a Notice of Inactivity to the last email address on file at least 10 days prior to deactivation and deletion.
Unless otherwise explicitly stated, the Service Terms will survive the expiration or deletion of your account for any reason.
PRODUCT OWNERSHIP AND YOUR CREATIVE CONTENT.
Any copyrightable works, ideas, discoveries, or other information (collectively the “Creative Content”) developed in whole or in part by the Company on behalf of the Client and subject to these Service Terms will be the exclusive property of the Client, unless otherwise stipulated in a separate binding agreement that is signed between You and the Company. Upon request, the Company will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of Client to the Creative Content.
If you submit original content and distribute such content voluntarily through our Sites or within the Client Portal, the Company acknowledges such Creative Content belongs to you and you are in control of any intellectual property appearing through Mix Theory Studios’ Sites.
You may remove your Creative Content at any time from our Sites by individually deleting or requesting that your content be deleted. If you have entered into other service arrangements with us to host, market, advertise, and / or distribute your Creative Content consistent with our Terms, Policies and Agreements, you grant the Company a non-exclusive license to use the intellectual property you have provided in your RSS Feed at its discretion for general marketing purposes. At any time, you may control your Creative Content appearing through an RSS Feed hosted through us by cancelling your membership with 30-days written notice and changing your RSS Feed location.
By creating, submitting, and distributing Creative Content through our Sites, you warrant to the Company that the Content is free of copyrighted material unless you have explicit written permission to use such Content. If your Content violates copyright restrictions, or is alleged to violate copyright restrictions, you agree to indemnify the Company, its shareholders, officers, directors and employees for any damages or expenses incurred as a result of the copyright violation, including attorney fees, whether or not a court of law finds that a copyright violation actually occurred.
As owner of your Creative Content, you assume all liabilities and risks associated with creating, recording, publishing, and distributing your content and indemnify the Company for any future claims that may result from providing Services related to such Creative Content, in accordance with the Company’s Terms, Policies and Agreements to include, but not limited to, recording, producing, hosting, distributing or otherwise, providing access to your Creative Content.
The Company, its employees, agents, shareholders, subsidiaries, directors, successors, or assigns assume no duty to review your content or otherwise monitor your content for violations of third-party rights, accuracy, inappropriateness, or violations of these Service Terms or other agreements you may have entered into with unrelated third-parties, affiliated companies, Sponsors, or Vendors.
Any content that you have created and is stored on the Sites may be deleted and become permanently irretrievable, by sole discretion and determination of the Company. Examples of situations that may warrant this action being taken by the Company include, but are not limited to the:
- Incitement, advocacy, or otherwise provocation of violence or speech that promotes hate. The Company reserves the right to immediately remove any media content from its Sites that in its sole discretion is deemed to violate the restrictions of this bulleted paragraph.
- Cancellation of your Client Portal account,
- Inactivity of your account for more than one year, or
- Any other situation deemed necessary by the Company without reason, cause, or notice.
It is your responsibility, and not the Company’s, to maintain all original files and official repositories for all of your creative works, digital files, licenses, and any copyrighted information that you own. This clause also applies to all digital and physical media content and related graphic art and design to include audio, music, video or other Creative Content formats hosted, stored, and distributed through the Company’s Sites.
The Company may facilitate the sale or lease of Creative Content through separate licensing arrangements between a client seeking the use of Creative Content (referred to as “Licensor”) and a Client seeking to provide Creative Content in exchange for payment (referred to as “Licensee”). Such licensing arrangements may pertain to, but is not limited to, music, graphic design, scripts, compositions, and other Creative Content, as determined by the Licensor.
All licensing opportunities to include proposing, developing, or participating in licensing arrangements are subject to separate service and confidentiality agreements that will define and contain the specific terms of the desired arrangement (hereafter referred to as “Licensing Contract”).
Clients may be presented from time to time with offers to participate in nonexclusive or exclusive Licensing arrangements through the Company’s relationship with its Clients, Sponsors, Vendors, or other sources that the Company has access to. The Company has no obligation to offer Client the opportunity to participate in a Licensing Contract.
To be considered for these types of arrangements, You agree to fill out and maintain an online profile of your music, script, graphic design, or other available Creative Content available for licensing within the Client Portal. This profile, also called a Licensing Profile Card, provides information to the Company to identify and determine if your Creative Content meets the requirements set forth by potential Licensors.
If your Creative Content is selected by the Licensor, You are responsible for understanding and meeting the conditions set forth in the specified Licensing Contract. If the Licensor, or the Company determines that your content is not appropriate, disparages, or diminishes the reputation of the Licensor and/or its products or services, or You otherwise fail to meet any of the standards set forth in that agreement, the Company or Licensor may at its sole discretion, terminate the Licensing Contract with you.
You are solely responsible for such damage caused to the Licensor and you agree to hold the Company harmless for such damage and reimburse the Company for any damages, expenses or legal fees the Company incurs from such damage.
ADVERTISING & SPONSORSHIP CAMPAIGNS.
All advertising and sponsorship opportunities to include proposing, developing, or participating in Advertising Campaigns are subject to separate service and confidentiality agreements that will define and contain the specific terms of the desired arrangement (hereafter referred to as “Advertising & Sponsorship Campaign Contract”).
Clients may be presented from time to time with offers to participate in nonexclusive or exclusive Advertising Campaigns through our Sponsors, advertisers, advertising agencies or through other sources that the Company has access to. The Company has no obligation to offer Client the opportunity to participate in an Advertising & Sponsorship Campaign Contract.
These types of arrangements are generally nonexclusive agreements between you, the Company, and the Sponsor. Unless otherwise stated or limited by another agreement, you will continue to be free to affiliate with other networks, endorse or promote other shows, make paid or unpaid appearances and retain ownership of the Creative Content that you produce and solicit advertising deals.
To be considered for these types of arrangements, You agree to fill out and maintain an online profile of your show within the Client Portal. This profile, also called a Show Card, provides information to the Company to identify and determine if your Creative Content meets the requirements set by advertisers or advertising agencies.
If your show is selected by the advertiser or advertising agency, You are responsible for understanding and meeting the conditions set forth in the specified Advertising & Sponsorship Campaign Contract. If the advertiser, advertising agencies, or the Company determines that your content is not appropriate, disparages, or diminishes the reputation of the advertiser and/or its products or services, or You otherwise fail to meet any of the standards set forth in that agreement, the Company, the advertiser, or the advertising agency may at its sole discretion, terminate the Advertising & Sponsorship Campaign Contract with you.
At such time, the Company may assign the Advertising & Sponsorship Campaign Contract freely and without restriction. You are solely responsible for such damage caused to the advertiser and you agree to hold the Company harmless for such damage and reimburse the Company for any damages, expenses or legal fees the Company incurs from such damage.
The Company and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Company, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client, Sponsor, or Vendor. The Company and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Client, Sponsor, or Vendor of these confidentiality obligations which allows the Company to disclose confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
DEFAULT AND REMEDIES.
The occurrence of any of the following shall constitute a material breach and default under these Service Terms:
- The failure to make a required payment when due.
- The insolvency or bankruptcy of either party.
- The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
- The failure to make available or deliver the Services in the time and manner provided for in this Contract.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of Mix Theory Studios’ Terms, Policies and Agreements (including without limitation the failure to make a monetary payment when due), the other party may terminate Services by providing written notice to the defaulting party.
This notice shall describe with sufficient detail the nature and date of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of client relationship under Mix Theory Studios’ Terms, Policies and Agreements and deactivation of any Client Portal account on file.
A termination of client relationship does not waive the Company’s right to receive payment for any and all Services rendered to the Client up to and including the date of the default.
If performance of these Service Terms or any obligation under Mix Theory Studios’ Terms, Policies and Agreements is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
The parties will attempt to resolve any dispute arising out of or relating to our Terms, Policies and Agreements through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to Mix Theory Studios’ Terms, Policies and Agreements will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
If there is dispute relating to any provisions contained within Mix Theory Studios’ Terms, Policies and Agreements, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.
If any provision or clause contained within these Service Terms are found to be invalid, void, or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision or clause contained within these Service Terms are found to be invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
Mix Theory Studios’ Terms, Policies and Agreements constitute the entire client agreement between you and the Company, unless another mutual agreement supersedes all or certain provisions of Mix Theory Studios’ Terms, Policies and Agreements through a signed and written agreement between you and the Company.
CHOICE OF LAW.
You agree that these Service Terms are governed by the laws of the State of Florida and without giving any effect to conflict of laws. You further agree that you irrevocable waive any right to a jury trial that you may have in any such proceeding.
WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of Mix Theory Studios’ Terms, Policies and Agreements shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
TERMINATION, AMENDMENT, AND ASSIGNMENT OF RIGHTS.
The Company may at any time, for any reason and without notice terminate, amend, or assign rights under Mix Theory Studios’ Terms, Policies, and Agreements without the prior written consent of a non-assigning party at its sole discretion.
Mix Theory Studios, Inc. welcomes your questions or comments regarding Mix Theory Studios’ Terms, Policies and Agreements:
Mix Theory Studios, Inc.
Attn: Compliance Department
233 E Bay St, Suite 610
Jacksonville, Florida 32202
Effective as of August 30, 2021