Service Agreement
A Video Maker LLC, an Oregon limited liability company doing business as Cutpoint Studio ("Cutpoint Studio," "Studio," "we," "us," or "our"), of Eugene, Oregon, and the person or entity identified as the payer on the applicable Invoice ("Client," "you," or "your").
Version 5.5 — Effective July 1, 2026
1. HOW THIS AGREEMENT IS FORMED
1.1 Signature is required before payment. This Agreement is presented on the Invoice, before payment, as our Terms of Service. To proceed you must mark the acceptance control, open this Agreement, type your full name in the signature field, and submit. Payment cannot be completed until that signature is submitted. Your typed name is your electronic signature and is your acceptance of this Agreement in full and without modification.
1.2 What you are attesting. By signing you confirm that this Agreement was made available to you in full before payment, that you have read it or had the opportunity to read it and chose to proceed, and that you agree to be bound by it. You may not later assert that you did not see, read, or receive these terms.
1.3 Payment confirms acceptance. Payment of the Invoice separately and independently confirms your acceptance. If for any technical reason a signature record is incomplete or unavailable, payment of an Invoice presenting this Agreement constitutes acceptance of it on its own.
1.4 Authority and capacity. You represent that you are at least eighteen years old and that, if you are signing on behalf of a company, agency, client, or other entity, you are authorized to bind that entity, in which case "Client" means that entity and you personally warrant your authority to sign for it.
1.5 If you do not agree. Do not sign and do not pay. Contact us at hello@cutpointstudio.com and we will discuss the terms. We are a small studio and we would rather have the conversation than have a signature you did not mean.
1.6 The current version governs. We may update this Agreement at any time. The version published at the time a question arises is the operative version, and it supersedes every earlier version for all engagements, including any already underway. We do not maintain, track, or archive superseded versions, and are not required to produce one. Section 19.4 governs how updates take effect and how you are notified. This Section does not apply to a Custom Agreement under Section 19.2.
1.7 Payment is proof of signature. Checkout is configured so that payment cannot be initiated or completed until the signature is submitted. A completed payment is therefore conclusive evidence that this Agreement was signed and accepted, and neither party will assert otherwise. We are not required to produce, retain, or furnish any separate signature record, and the absence of one is not evidence that the signature was not given.
1.8 "Terms of Service" means this Agreement. Our checkout may refer to this document as our Terms of Service, our Service Agreement, or our terms. Each of those refers to this Client Services Agreement, being the document linked from the signature control on the Invoice you signed.
2. SCOPE, APPROVAL, AND THE INVOICE
2.1 The Scope Document. Every engagement is governed by a written scope document that exists before the Invoice is issued. Depending on how you buy, that document is one of two things:
(a) A Proposal. For custom projects, we provide a written proposal or quote setting out the deliverables, runtimes, quantities, revision allowance, footage allowance, turnaround, and price. You approve it under Section 2.2 before we invoice.
(b) A Package Description. For retainers, packages, and other services purchased from our published catalogue, the description of that package as published on our website at the time of your purchase is the scope document. It states what the package includes, and your purchase is your approval of it.
In this Agreement, "Proposal" and "Scope Document" mean whichever of these applies to your engagement. The Scope Document is the complete and controlling statement of scope, and it governs any question about what we agreed to produce.
2.2 Approval of a Proposal. You approve a Proposal in writing or on the record before we invoice — by email, through our client portal, by signed or countersigned document, or on a recorded telephone or video call. That approval is what authorizes the Invoice.
2.3 Purchase of a Package. Where you buy from the catalogue, checkout is the point of approval, and the Package Description as published at the time of your purchase is what governs.
Package Descriptions may change at any time and without notice. We revise, reprice, restructure, rename, and withdraw packages as the business changes. We do not archive superseded versions and we are under no obligation to produce one. What you bought is what was published when you bought it; a later change neither reduces what you are owed nor entitles you to the benefit of a version published after your purchase.
Your order confirmation is your record — save it. At checkout you receive an order confirmation identifying the package purchased and the date. That confirmation, together with the Invoice, is the record of the transaction. Section 4.4 applies to it: keeping your own copy is your responsibility, as it is ours to keep the delivery record.
If a question later arises about what a package included and neither party holds the version published on the purchase date, scope is determined by the description of that same package as currently published, read together with the order confirmation, the Invoice, and the work actually performed — applied by both parties reasonably and in good faith, and without either party asserting the absence of an archived copy against the other.
2.4 How the Invoice identifies the Scope Document. The Invoice will not reproduce the Scope Document. It identifies it instead, by any one or more of: the date the Proposal was issued to you, the project or campaign name, the package name and purchase date, a deliverable count or summary line, or any other reference appearing on the Invoice. Any such reference is sufficient identification, and both parties agree it is. You already hold your copy, delivered to you when the Proposal was issued or displayed to you at checkout, and we hold ours. Where more than one Proposal was issued on the same date, the latest one issued on that date is the operative one and supersedes any earlier version issued that day.
2.5 The Invoice is the payment instrument, not the scope document. The Invoice exists to collect payment for the approved Scope Document. It summarizes the engagement and states the amount due. It is not required to restate every detail of the Scope Document, and the fact that a detail appears in the Scope Document but not on the Invoice does not remove it from scope, add to it, or change it in any way. Where the Invoice is brief, it is brief for convenience.
2.6 The price matches. The amount on the Invoice matches the price in the approved Scope Document, plus any change orders under Section 3.3, any surcharge for a split payment plan, and applicable taxes. Nothing else is added. If the Invoice total does not match what you approved, tell us before paying and we will correct it.
2.7 Records we keep. We retain, for each engagement: the Proposal, where the engagement is a custom project; the record of your approval under Section 2.2 or your order confirmation under Section 2.3; and the delivery record. We will provide you a copy of any of these on request at any time, at no charge. We do not retain superseded Package Descriptions and make no representation that we can produce one.
2.8 Review before you sign. You are responsible for reviewing the Scope Document, and the Invoice against it, before signing at checkout. Raise any discrepancy — in scope, price, deliverables, or dates — before payment.
2.9 What your signature confirms. By signing and paying you confirm each of the following, and you may not later assert otherwise: that you received or were shown the Scope Document; that you approved it under Section 2.2 or purchased it under Section 2.3; that the Invoice correctly identifies that Scope Document by the date or package name shown and states the price you agreed; and that you had the opportunity to raise any discrepancy before paying and either did so or had none to raise. A later assertion that the Invoice was incomplete, insufficiently detailed, or did not itemize the work is not a valid ground for dispute, refund, or payment reversal, because the Invoice is not the scope document, it identifies the one that is, and both parties hold a copy of it.
2.10 If you cannot find your copy. If you no longer hold your Proposal, your order confirmation, or your Invoice, ask us and we will resend it the same business day. Not having located your own copy is not a ground for a later dispute, because a copy is available to you at any time on request.
2.11 Consent to recording. Where scope is approved on a telephone or video call, we may record that call for the sole purpose of documenting the approval, and we will tell you at the start of the call that it is being recorded. Continuing the call after that notice is your consent to the recording. Recordings are Confidential Information under Section 12, are used only to evidence what was agreed, and are provided to you on request. If you prefer not to be recorded, say so and we will confirm scope by email instead.
2.12 Prior discussion is merged. Conversations, emails, calls, mood boards, references, and drafts that preceded the approved Scope Document are merged into it. If something discussed beforehand does not appear in the Scope Document, it is not in scope.
2.13 One project, one Agreement. Each Invoice creates a separate agreement on these terms and requires its own signature at checkout. Each such agreement is governed by the current version of this Agreement as provided in Sections 1.6 and 19.4.
3. SCOPE, CHANGES, AND ADDITIONAL WORK
3.1 What is included. We perform the post-production services described in the approved Scope Document. Cutpoint Studio is a post-production studio. We do not shoot, direct, produce, or acquire footage unless the Proposal expressly says otherwise.
3.2 What is not included. Anything not described in the approved Scope Document — additional deliverables, alternate cuts, cutdowns, aspect-ratio versions, captions, translations, additional revision rounds beyond the allowance, re-edits after acceptance, project-file handover, or rush re-scheduling — is out of scope. We are glad to do any of it; it is quoted and invoiced separately.
3.3 Change orders. A change to scope takes effect only when we confirm it in writing and, where it carries a fee, when the supplemental Invoice is paid. We may decline changes that would compromise the schedule or the quality of the work.
3.4 Footage allowance. Unless the Proposal states otherwise, two hours of source footage per finished minute is included. Footage beyond that allowance is billable at our then-current per-hour rate, and the delivery date extends by one business day per five additional hours. The overage fee is waived if you supply selects or a paper edit.
4. CLIENT MATERIALS AND RESPONSIBILITIES
4.1 Delivery of materials. You will supply all footage, audio, logos, fonts, brand assets, scripts, and reference materials in a usable form, and will respond to questions and requests for approval promptly. Our delivery dates are calculated from receipt of complete materials, not from the date of payment. Delays on your side move the delivery date by at least the length of the delay.
4.2 Your rights in your materials. You warrant that you own or have licensed all rights necessary for us to use, edit, modify, and incorporate everything you send us, including rights to any music, stock, archival material, third-party footage, trademarks, artwork, and any appearance, voice, likeness, or performance of any person. You warrant that you hold all necessary releases and clearances.
4.3 Your footage stays yours. Nothing in this Agreement transfers ownership of your source materials to us. We hold them only to perform the Services.
4.4 Backups. You are responsible for maintaining your own copies of everything you send us and everything we deliver. Our systems are not a backup service. See Section 9.4.
5. PAYMENT
5.1 Payment precedes work. Work is scheduled and begun only after payment is received in accordance with the Invoice. Your payment reserves capacity that we would otherwise sell to someone else.
5.2 Split payment. Where the Invoice provides for payment in instalments, the amounts, proportions, and due dates are as stated on the Invoice, and the first instalment is due before work begins. Amounts unpaid when due accrue interest at 1.5% per month, or the maximum rate permitted by Oregon law if lower, and you are responsible for reasonable costs of collection, including attorney fees. Work may be suspended under Section 5.4 while any instalment is overdue.
5.3 Retainers. Retainer arrangements bill at the start of each term as stated on the Invoice. Unused committed minutes do not roll forward unless the Invoice says they do.
5.4 Suspension. We may suspend work and withhold delivery of any material while any amount is overdue. Time lost to suspension extends the delivery date.
5.5 Taxes. Prices are exclusive of any sales, use, VAT, GST, withholding, or similar taxes, which are your responsibility.
5.6 Disputes and chargebacks. If you have a concern about a charge, contact us first at hello@cutpointstudio.com. We will respond within five business days and we would rather fix a problem than fight one.
Initiating a chargeback or payment reversal on a paid Invoice, without first raising the matter with us and allowing that period to run, is a material breach of this Agreement. On any such action, every license and right granted to you under Sections 7 and 8 terminates immediately and automatically, and you must cease all use and distribution of the Deliverables until the matter is resolved. This does not limit our right to pursue the amount owed, together with any reversal fees, interest under Section 5.2, and costs of collection under Section 19.10.
You acknowledge that the approved Scope Document, the record of your approval or purchase under Sections 2.2 and 2.3, the completed payment — which under Section 1.7 is conclusive evidence that this Agreement was signed — and the delivery record together constitute evidence of an authorized, agreed, and fulfilled transaction, and may be submitted as such to any payment processor, card network, or bank. You waive any claim in such a proceeding that the services were unauthorized, undescribed, or not as agreed on the ground that the Invoice did not itemize them.
6. REVISIONS, REVIEW, AND ACCEPTANCE
6.1 Revision allowance. Unless the Proposal states otherwise, each deliverable includes two consolidated revision passes. A "pass" is one set of notes covering the whole deliverable, collected from all of your stakeholders and delivered to us together. Notes that arrive piecemeal, contradict each other, or reverse direction previously approved may be treated as additional passes and quoted accordingly.
6.2 Review window. You have five business days from delivery of each draft to submit notes. If you do not respond within ten business days of a draft, that draft is deemed accepted, the revision allowance for that deliverable is deemed exhausted, and any further work is out of scope.
6.3 First-project rejection. On your first project with us, if the first draft misses the brief so badly that revising it would be pointless, you may reject it within your review window for a refund of 75% of the project fee. You do not have to justify the decision. Rejection forfeits both revision passes and all rights in the draft and in any material produced for the project, and no license under Section 8 arises.
6.4 Acceptance. A deliverable is accepted on your written approval, on your public or commercial use of it, or by operation of Section 6.2, whichever comes first. Changes after acceptance are new work.
7. OWNERSHIP OF THE DELIVERABLES
7.1 What you get. On our receipt of payment in full, we assign to you all right, title, and interest we hold in the final deliverables identified in the approved Proposal, as delivered (the "Deliverables"). Subject to Section 8, you own the finished piece and may use, distribute, modify, and license it without restriction or further payment to us.
7.2 What "as delivered" means. The assignment covers the Deliverables themselves — the finished master and any versions or clean elements itemized in the Proposal. It does not extend to anything not contained in the Deliverables, and it does not create any obligation for us to provide the components from which they were built.
7.3 What you do not get. The following are expressly excluded from the assignment and are not delivered: project files, timelines, sequences, node trees, compositions, and session files; render caches, proxies, transcodes, and conform media; our LUTs, presets, plug-in settings, templates, expressions, rigs, macros, and scripts; unused takes, alternate cuts, and material not present in the Deliverables; and our know-how, methods, and tools. These remain our property. Project-file handover is available but must be requested before work begins so the project can be built and licensed for it, and is scoped and quoted separately.
7.4 Until payment clears. Until the Invoice is paid in full and funds have cleared, we retain all rights in the Deliverables and you have no license to use them.
8. THIRD-PARTY LICENSED CONTENT
8.1 We cannot give you what we do not own. Deliverables may incorporate third-party licensed material — music, sound effects, stock footage, stock images, fonts, typefaces, textures, 3D models, plug-in output, and similar assets. That material belongs to its licensors. We cannot and do not assign it to you, and Section 7.1 does not purport to.
8.2 What you receive instead. Where third-party material is embedded in a Deliverable, you receive the benefit of the license we obtained, on the terms and within the limits of that license, for use of the Deliverable as a whole. You receive no separate, standalone, or extractable right to the third-party asset. You may not isolate, extract, re-use, re-license, redistribute, or repurpose any third-party asset outside the Deliverable it appears in.
8.3 License scope is a scope question. The licenses we obtain are sized to the use described in your quote. Uses outside that scope — broadcast, paid media, out-of-home, extended territory, extended term, perpetuity, or resale — may require an upgraded or different license at additional cost. Tell us your intended use before work begins. If you later expand use beyond the license we obtained, securing the correct license is your responsibility and your cost, and you indemnify us for use outside the license we obtained.
8.4 On request. We will tell you, on request, what third-party assets are in a Deliverable and what the licenses permit, so that you can assess your own compliance.
9. DELIVERY, STORAGE, AND ARCHIVES
9.1 Format. Deliverables are provided as digital files by download link in the formats stated in the Proposal.
9.2 Delivery dates. Delivery dates are good-faith estimates based on complete materials and timely feedback. Time is not of the essence unless the Invoice expressly designates a firm air date, broadcast date, or event date.
9.3 Your download. Download links expire. Download and store your Deliverables promptly.
9.4 Archives. We keep project media and working files for thirty days after final delivery, after which they may be deleted without further notice. We do not warrant that any material will be recoverable after that period, and we are not liable for its loss. Long-term archival is available as a separate paid service. Keep your own copies of your source footage and your Deliverables.
10. PORTFOLIO, CREDIT, AND THE EMBARGO
10.1 Portfolio license. Except as limited by this Section 10, you grant us a non-exclusive, perpetual, worldwide, royalty-free license to reproduce, display, and distribute the Deliverables, and excerpts, stills, and frames from them, in our portfolio, showreels, case studies, website, social media channels, award and festival submissions, and other promotional materials.
10.2 Ninety-day embargo. We will not publish the Deliverables in our own channels — including YouTube, Instagram, LinkedIn, Vimeo, TikTok, Facebook, X, our website, and any successor or comparable channel — until the earlier of (a) ninety days after final delivery, or (b) your own public release of the Deliverable. The first publication is yours. If you need the embargo extended for a specific project, tell us before work begins and we will note it in the Proposal.
10.3 Resharing your posts. The embargo does not restrict resharing. Once you have published a Deliverable publicly, we may share, reshare, repost, embed, link to, quote, or stitch your public post on our own channels, and may identify ourselves as the editor or post-production studio behind it. This is editorial credit for post-production work only; we will not claim to have shot, produced, or directed the piece, and we will not present ourselves as speaking for your brand.
10.4 What we never publish. Regardless of anything else in this Agreement, we will not publish unreleased cuts, drafts, work-in-progress, your raw or source footage, or any material specifically designated confidential under Section 12. Nor will we publish anything during an active embargo under Section 10.2 or an active white-label period under Section 11.
10.5 Removal requests. If publication of a Deliverable would breach a confidentiality obligation you owe a third party, would disclose material not yet public, or would cause you demonstrable harm, tell us in writing and we will remove it from our channels within ten business days. Outside those circumstances the license in Section 10.1 is not revocable at will, because it is part of what the price reflects. We will still consider any removal request in good faith, and in practice we have never refused a reasonable one.
11. WHITE-LABELING
11.1 Automatic for trade clients. If you are a videographer, production company, creative agency, marketing agency, or other reseller engaging us on behalf of your own client, white-label treatment applies automatically and without request. Any other Client may elect white-label treatment by asking in writing at any time before or after delivery.
11.2 The white-label period. White-label treatment runs for twelve months from the date of final delivery of the Deliverable, or from the date of your written election under Section 11.1 if later. Sections 11.3 and 11.4 govern during that period. Section 11.5 governs after it.
11.3 What white-labeling means during the period. For the duration of the white-label period we will not take or claim credit for the work. Specifically, we will not name you or your end client as a client of ours; we will not identify ourselves as the editor or post house on any identified piece; we will not tag, credit, or reshare your posts under Section 10.3; and we will not list the work as ours in case studies, showreels, credits, pitches, or award submissions. As between you and your end client, the work is yours.
11.4 What we may still do during the period. We may use excerpts of the work as unattributed illustrations of post-production craft — for example, in educational or commentary posts about editing, color, sound, or graphics — provided we do not identify you, your end client, the brand, the campaign, or the project, and do not represent the work as our own credited project. Where an excerpt would be recognizable to a general audience notwithstanding those omissions, we will ask you first.
11.5 Expiration of the white-label period. White-label treatment is a delay of credit, not a permanent surrender of it, and it is priced as such. Twelve months after final delivery, white-label treatment expires automatically and without further notice. From that date the full portfolio license in Section 10.1 applies without the restrictions in Section 11.3, and we may publish, promote, and distribute the Deliverable in full, in its entirety, and with editorial credit across our website, showreels, case studies, award and festival submissions, marketing materials, and social channels, including YouTube, Instagram, LinkedIn, Vimeo, TikTok, Facebook, and X. We may identify you as a client and identify ourselves as the editor or post-production studio, subject always to Section 10.4 and to the limits on credit in Section 10.3.
11.6 Extending or making it permanent. If you need the white-label period extended, renewed, or made permanent — because you owe a longer confidentiality obligation to your end client, or because the campaign has a longer life — tell us in writing before the twelve months expire and we will agree terms. Extensions beyond twelve months are available as a paid option and are noted in the Proposal. Tell us before work begins wherever you can. A confidentiality obligation you owe someone else does not bind us unless we have agreed to it in writing.
11.7 Non-solicitation of your end client. This Section applies to every white-label engagement under Section 11.1.
(a) Who is covered. "End Client" means the person or entity for whom the Deliverable was ultimately produced — your client — as identified to us in writing or as reasonably apparent from the materials and the brief.
(b) The restriction. We will not, directly or indirectly, solicit, approach, pitch, bid to, or market our services to an End Client for post-production services of the type covered by your Invoice, and will not encourage an End Client to engage us directly rather than through you.
(c) Duration. The restriction begins when work starts and continues for so long as we are doing your work for that End Client, plus a tail. It lapses only once twenty-four consecutive months have passed during which we have performed no work for or in connection with that End Client under any Invoice with you. Any new work touching that End Client restarts the twenty-four-month period, running from final delivery of that work. Put simply: keep sending us that client's work and the restriction never expires; stop for two full years and it lapses permanently as to that End Client.
(d) What is not solicitation. General marketing addressed to the public at large is not solicitation and is not restricted by this Section, even if an End Client happens to see it. That includes our website, portfolio, showreels, case studies, social channels, newsletters, advertising, award and festival submissions, and any publication permitted by Sections 10 and 11 — including credited publication after the white-label period expires under Section 11.5.
(e) Inbound approaches. If an End Client approaches us on their own initiative, and not as a result of any approach by us, we may respond and may accept the work. Where the restriction in (b) is still running, we will tell you before we accept, so that you hear it from us first.
(f) Pre-existing and independent relationships. This Section does not apply to any End Client that was already our client, or with whom we were already in active discussion, before you introduced them to us. It does not restrict us from working with competitors of an End Client, or within the same industry, category, or region.
(g) Not an exclusivity. Nothing in this Section obliges you to send us work, guarantees you any volume or capacity, or restricts either party from working with anyone else.
12. CONFIDENTIALITY
Each party may receive non-public information of the other, including footage, scripts, pricing, launch plans, methods, and business information ("Confidential Information"). Each party will use the other's Confidential Information only to perform or receive the Services, will not disclose it to third parties except to personnel and subcontractors bound to comparable obligations, and will protect it with at least reasonable care. This obligation survives termination.
Confidential Information does not include information that is or becomes public without breach, was known before disclosure, is independently developed, or is lawfully received from a third party. Either party may disclose Confidential Information where required by law, on reasonable prior notice where permitted.
Portfolio carve-out. This Section does not restrict the rights granted to us in Sections 10 and 11. A Deliverable you have published, or that has otherwise become public, is not Confidential Information. If you need a specific project treated as confidential beyond what Sections 10 and 11 provide, designate it in writing before work begins so it can be noted in the Proposal.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil and criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney, when the disclosure is to report suspected violations of law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
13. WARRANTIES, DISCLAIMER, AND INDEMNITY
13.1 Our warranty. We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards, and that the Deliverables, excluding your materials and third-party licensed assets, are our original work.
13.2 Disclaimer. Except as stated in Section 13.1, the Services and Deliverables are provided "as is." We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that any Deliverable will achieve any particular commercial, audience, engagement, algorithmic, or business result, or that it will be accepted by any broadcaster, platform, distributor, or third party.
13.3 Your indemnity. You will defend, indemnify, and hold harmless Cutpoint Studio, A Video Maker LLC, and their members, officers, employees, contractors, and agents from any claim, loss, damage, liability, and expense, including reasonable attorney fees, arising out of your materials, your warranties in Section 4.2, your use or distribution of the Deliverables, your use of third-party assets outside the license we obtained, or your breach of this Agreement.
13.4 Our indemnity. We will defend and indemnify you against third-party claims that the Deliverables, excluding your materials and third-party licensed assets, infringe a copyright, subject to the cap in Section 14.
14. LIMITATION OF LIABILITY
To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost footage, business interruption, or reputational harm, however caused and on any theory of liability, even if advised of the possibility.
Our total aggregate liability arising out of or relating to any project, on all theories combined, will not exceed the amount you actually paid for that project. You acknowledge that our pricing reflects this allocation of risk and that we would not offer the Services on these terms without it.
Nothing in this Agreement limits liability that cannot lawfully be limited.
15. FORCE MAJEURE
Neither party is liable for delay or failure to perform, other than an obligation to pay money already due, caused by circumstances beyond its reasonable control, including acts of God, fire, flood, earthquake, severe weather, wildfire, power or utility failure, internet or hosting-provider outage, telecommunications failure, cyberattack, ransomware, hardware or storage failure not caused by that party's negligence, epidemic or pandemic, public-health order, war, terrorism, civil unrest, labor action, embargo, sanctions, governmental action, and material failure or discontinuation of third-party software, plug-in, licensing, or cloud services necessary to the work.
The affected party will give notice as soon as practicable and will use reasonable efforts to resume. Delivery dates extend by the duration of the event. If a force majeure event continues for more than sixty days, either party may terminate the affected project on written notice, in which case we will deliver the work in progress in its then-current state and refund the portion of the fee corresponding to work not performed, calculated in the same way as Section 17.2.
16. DEATH, INCAPACITY, AND SUCCESSION
16.1 This is a personal-service business. Cutpoint Studio is led by a single principal, D.L. Watson. You are engaging that person's judgment and craft. This Section governs what happens if that person cannot perform.
16.2 Death or long-term incapacity. In the event of the death of the principal, or an incapacity that prevents performance for more than thirty consecutive days, either you or our authorized representative or estate may terminate any open project on written notice. On termination under this Section:
(a) we or our estate will deliver to you, in as-is condition and without warranty, whatever work in progress and project material exists and can reasonably be transferred, together with all of your source materials;
(b) we or our estate will refund the portion of the fee corresponding to work not performed, calculated under Section 17.2, within sixty days or as promptly as the administration of the estate permits;
(c) you may complete, modify, and use the work in progress yourself or through another provider, and the assignment in Section 7.1 applies to the work in progress on payment as adjusted, subject always to Section 8 and to any third-party licenses, which do not transfer; and
(d) neither we nor our estate has any further liability for non-performance, and Section 14 applies to any claim arising from the event.
16.3 Continuity. We maintain a designated representative with the access necessary to notify clients, return materials, and administer refunds under this Section. Contact details will be furnished on request.
16.4 Death or dissolution on your side. If you are an individual and die, or an entity and dissolve, before completion, your estate or successor may either terminate under the same terms as Section 16.2(b) or assume this Agreement in writing and continue the project.
17. CANCELLATION AND REFUNDS
17.1 Before work starts. Cancel before we begin work and you are refunded in full.
17.2 After work starts. Cancel after we have begun and you are charged for hours worked at our then-current rate plus a cancellation fee of 25% of the project fee, capped at the amount you have already paid. The balance is refunded. Work in progress is delivered as-is only if you request it and the project fee is paid; otherwise no license arises.
17.3 Our right to decline or withdraw. We may decline or withdraw from a project, on refund of amounts corresponding to work not performed, if the materials or the requested content are unlawful, infringing, or in our reasonable judgment inconsistent with the standards we hold for our own work, or if the working relationship has broken down. We will not exercise this right capriciously.
17.4 Termination for breach. Either party may terminate for the other's material breach that remains uncured ten business days after written notice.
17.5 Effect of termination. Sections 5.6, 7, 8, 10, 11, 12, 13, 14, 16, 18, and 19 survive termination.
18. RELATIONSHIP OF THE PARTIES
We are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship. We control the manner, method, means, schedule, location, and tools of performance; your concern is the result. We provide our own equipment, software, and workspace, receive no employee benefits, and are solely responsible for our own taxes, insurance, and payroll obligations. We have no authority to act or contract for you, and will not represent otherwise.
We may engage assistants, subcontractors, or specialists at our own cost and discretion, and remain responsible for their work and for their compliance with Section 12.
19. GENERAL
19.1 Order of precedence. In any conflict, the following order controls: (a) a Custom Agreement under Section 19.2; (b) the approved Scope Document — the Proposal or the Package Description — on all questions of scope, deliverables, allowances, and dates; (c) the Invoice, on the amount payable and the payment terms; (d) this Agreement; (e) our published Terms & Conditions and other website policies. Purchase orders, vendor portals, supplier terms, master service agreements, and other documents you issue have no effect on this Agreement unless we sign them, and any conflicting or additional terms in them are rejected.
19.2 Custom Agreements. Some engagements are governed by a separate written contract negotiated for that project or relationship — a master services agreement, production agreement, work-for-hire agreement, statement of work, or similar document — that has been signed by both you and an authorized signatory of Cutpoint Studio (a "Custom Agreement").
A Custom Agreement prevails. Where a Custom Agreement exists, it controls over this Agreement to the full extent of any conflict, on every subject it addresses, including ownership, credit, confidentiality, publicity, embargo, non-solicitation, liability, and termination. This Agreement continues to apply only to matters the Custom Agreement does not address, and only where doing so does not contradict it.
Updates do not reach it. Section 19.4 does not apply to a Custom Agreement. A Custom Agreement is not superseded, modified, or overridden by any later version of this Agreement, and can be changed only by a written amendment signed by both parties. Signing this Agreement at checkout on an Invoice issued under a Custom Agreement does not vary that Custom Agreement, and is done for payment purposes only.
What does not count. A document is a Custom Agreement only if we have signed it. Purchase orders, vendor onboarding forms, supplier portals, click-through terms, and standard-form agreements you issue and we have not signed are not Custom Agreements, and Section 19.1 continues to apply to them.
19.3 Entire agreement. This Agreement, together with the approved Scope Document, the Invoice, and any Custom Agreement, is the entire agreement between the parties on its subject matter and supersedes all prior discussions, quotes, proposals, and understandings.
19.4 Updates to this Agreement. We may revise this Agreement at any time, in our sole discretion, without your consent. A revised version takes effect on publication and applies to every engagement from that moment, including engagements already signed, paid, or in progress. The current version always takes precedence over any earlier one, and we are not obliged to identify, track, or explain what changed. This Section does not apply to a Custom Agreement under Section 19.2, which an update never overrides.
Notice. Where you have an open or active engagement — work not yet finally delivered, an unpaid instalment outstanding, a live retainer, or a running embargo or white-label period — we will notify you by email at the address on your Invoice that this Agreement has been updated, and will link to the current version. Notice is effective on sending. For engagements that are closed, publication is notice enough.
Limits. An update applies going forward and does not: change the price you have already paid or agreed; change the scope, deliverables, allowances, or dates in your approved Scope Document; or divest you of ownership rights in Deliverables that have already vested under Section 7 on payment in full. Those are fixed by the Scope Document and the Invoice, not by this Agreement, and an update cannot reach them.
If you object. If an update materially and adversely affects an open engagement, tell us in writing within ten business days of notice. We will either agree an accommodation or, at your election, terminate that engagement under Section 17.2, in which case the 25% cancellation fee is waived and you are charged only for hours worked. Continuing the engagement after that period is your acceptance of the updated Agreement.
19.5 Waiver. A failure or delay in enforcing any provision is not a waiver of it, and waiver of one breach is not waiver of any later breach.
19.6 Severability. If any provision is held invalid or unenforceable, it will be limited or severed to the minimum extent necessary and the remainder will continue in full force.
19.7 Assignment. You may not assign this Agreement without our prior written consent. We may assign it in connection with a sale of the business or substantially all of its assets, or under Section 16.
19.8 Notices. Notices to us go to hello@cutpointstudio.com. Notices to you go to the email address on the Invoice. Email notice is effective on transmission absent bounce.
19.9 Governing law and venue. This Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-law rules. The exclusive venue for any dispute is the state or federal courts located in Lane County, Oregon, and both parties consent to personal jurisdiction there. The parties will attempt in good faith to resolve any dispute by direct discussion for thirty days before filing suit.
19.10 Attorney fees. In any action to enforce this Agreement, the prevailing party is entitled to recover reasonable attorney fees and costs, at trial and on appeal.
19.11 Electronic signature. You agree that your typed name and marked acceptance at checkout constitute an electronic signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Oregon Uniform Electronic Transactions Act, ORS 84.001 et seq., and carry the same legal force and effect as a handwritten signature on paper. You waive any objection to the enforceability of this Agreement on the ground that it was signed electronically or that no physical signature exists.
19.12 Consent to electronic records. You consent to receive this Agreement, the Invoice, receipts, notices, and all related records in electronic form. To access and retain them you need a device with internet access, a current browser, an active email account, and the ability to read PDF files. You may withdraw this consent, or request a paper copy of any record at no charge, by writing to hello@cutpointstudio.com; withdrawal applies going forward only and does not affect the validity of records already delivered or signatures already given. Keep your email address current with us.
19.13 Admissibility. The Invoice, the record of payment, and this Agreement in the version in effect when the Invoice was issued are admissible as evidence of this Agreement and of your acceptance of it, and neither party will contest their authenticity on the ground of electronic form alone. A printed copy of an electronic record is treated as an original.
Cutpoint Studio — A Video Maker LLC Eugene, Oregon, United States hello@cutpointstudio.com · +1 (541) 204-4552 cutpointstudio.com
Version 5.5, effective July 1, 2026. This is the current version and supersedes all earlier versions for every engagement, including those already underway. See Sections 1.6 and 19.4.