Cutpoint Studio — 2026 Production Retainer Terms
Prepared for HUB International
These terms govern the 2026 Production Retainer between Cutpoint Studio and Hub International. They accompany the 2026 Production Retainer Proposal and together constitute the complete agreement. Payment of the invoice constitutes acceptance of all terms outlined in both documents.
Standard Turnaround Times
Turnaround is measured from the date a complete, approved project request is received through the official project request form. These timelines exclude guaranteed delivery.
Video post-production. 1 business day per minute of finished content. Motion graphics or visual effects, if requested, add 1 additional business day per minute at no extra cost.
Landing pages & bespoke web pages. 1 business day per 7 sections (150 words per section).
Social videos. 1 business day per social video.
Email thumbnail designs. Same-day delivery. If bundled with a video project, delivered same day as the final video.
These turnaround times are subject to the Priority Scheduling provisions outlined in this agreement. Turnaround begins only when complete direction has been provided. Vague or incomplete instructions may delay these timelines per the Client Responsibility for Direction section.
Priority Scheduling
As a retainer client, HUB's production requests are prioritized over non-retainer clients in the scheduling queue. Think of it like a lightning lane — you move ahead of non-retainer clients, but other retainer clients are in the same priority lane. Scheduling is first-come, first-served within that priority tier.
Priority is bound by availability. If a specific production date or turnaround window cannot be accommodated due to scheduling constraints, that is not grounds for breach of contract. The deliverable remains in HUB's retainer and does not expire — it can be produced at the next available window or redirected to another client need.
To be clear: if HUB identifies a video for a specific prospect and we are unable to deliver it within the desired timeframe due to availability, the video deliverable is not forfeited. It remains in the retainer to be used for a different prospect or campaign. The retainer's non-expiring deliverable structure ensures nothing is lost — only rescheduled.
How Flexibility Works
Everything except video production can be flexed toward any other service — as long as that service doesn't require outside vendors.
The math is simple. Conversions follow the locked-in ala carte rates in this retainer. $2,250 of unused production time buys $2,250 worth of post-production. $350 of unused landing page budget buys $350 worth of social videos. The pricing table is the conversion table.
Video production time can also be applied toward post-production. Post-production budget cannot be used to add more video production sessions.
Third-party costs — additional videographers, specialty equipment, actors — fall outside the retainer. Those are custom-quoted and paid separately.
Revisions & Feedback
Included rounds. 2 revision rounds per deliverable. For landing pages and bespoke web pages, that's 2 revision rounds per section (150 words per section).
Turnaround. Each revision round takes 1 business day. Faster than that counts as a guaranteed delivery. We recommend gathering all feedback holistically before submitting — it protects your rounds and produces better results.
Your feedback window. The client's review window matches the standard turnaround time for that deliverable (excluding guaranteed delivery). For video, that's 1 business day per minute of finished content. For landing pages and bespoke web pages, 1 business day per 7 sections. For social videos, 1 business day per video. For email thumbnail designs, same-day if delivered standalone, or matching the video delivery window if bundled.
If the feedback window is missed. If feedback is not received within the review window, the deliverable is considered approved by default. Any subsequent changes — regardless of whether included revision rounds remain — will be billed at $100/hr ($100 minimum).
Social videos. 2 revision rounds each. Delivered in batches, not all at once. Each social video takes 1 business day to turn around per revision.
Additional revisions beyond the included rounds are billed at $100/hr ($100 minimum).
Approval channels. All approvals, feedback, and revision requests must be submitted through official channels: email to an @cutpointstudio.com address, the video review portal, or the client portal at studio.cutpointstudio.com. New project instructions follow a separate process and must be submitted exclusively through the project request form (see Client Responsibility for Direction). Verbal approvals, text messages, and communications through unofficial channels are not binding.
Our Guarantee
If the first draft of a video, landing page, or any deliverable is fundamentally off-base — not a matter of taste, but a failure to follow the instructions you provided — we rebuild it from scratch. No charge. No revision round consumed.
This is different from a revision. A revision refines a sound foundation. This guarantee covers a foundation that's flawed because we missed or ignored something you clearly communicated.
Here's the standard it's held to: the client must identify, from the project-related materials submitted through official channels, the specific instruction or direction that was not followed. If it can be pointed to in the project request form, approved copy, follow-up communications through official channels, or any other documented direction submitted via @cutpointstudio.com email, the video review portal, or studio.cutpointstudio.com — we own it and rebuild. If the original instructions were vague or open to interpretation, there's nothing concrete to measure against, and the deliverable enters the normal revision process.
This guarantee applies once per deliverable — one rebuild per first draft. If the rebuilt draft still requires changes, those enter the standard revision process.
This guarantee exists because we believe the first draft should prove we were listening. If it doesn't, we fix it at our expense.
Client Responsibility for Direction
Every request — whether for video production, post-production, landing pages, social videos, email thumbnail designs, or any other service — must be accompanied by clear theme, subject, and copy direction from the client. All new project instructions must be submitted through the official project request form, which will be provided via official channels and is accessible upon login at the client portal (studio.cutpointstudio.com). The project request form is the only accepted method for submitting new project direction. Instructions provided through any other channel — including email, verbal, text message, the video review portal, or otherwise — do not constitute a valid project request and cannot be referenced as the basis for a dispute, a missed deadline, or a claim of unmet expectations.
This is the foundation the work is built on. Without it, quoted turnaround times are subject to delay or missed deadlines — and such delays are not grounds for breach of contract.
Cutpoint Studio will make every reasonable effort to identify and clarify vague or incomplete instructions as they arise. However, if a discrepancy does not become apparent until hours or days before a deadline — because the original direction lacked the specificity needed to surface it sooner — Cutpoint Studio is not liable for any resulting delays, missed deadlines, or deliverables that do not align with the client's unstated expectations.
To be explicit: vague or incomplete instructions provided by the client are not grounds for breach of contract, grounds for a refund, or grounds for a free overhaul. If a deliverable is built faithfully from unclear direction and the client is dissatisfied with the result, revisions follow the standard revision process and overhauls follow overhaul pricing. The first-draft guarantee outlined elsewhere in this agreement applies only when Cutpoint Studio fails to follow instructions that were clearly and specifically documented through official channels — not when the instructions themselves were insufficient.
Working From Final Materials
All production and creative work begins from final, approved copy, scripts, or instructions. This is non-negotiable — and it protects both sides.
Approval of final materials must be submitted through official channels: email to an @cutpointstudio.com address, the video review portal, or the client portal at studio.cutpointstudio.com. The materials themselves — scripts, copy, briefs, and instructions — must be attached to or included in the original project request form submission.
If new copy, a new script, revised instructions, or a change in direction is introduced after work has begun, that constitutes a scope change and triggers an overhaul — not a revision. Overhaul pricing mirrors new project pricing, as outlined below.
We don't build from drafts, and we don't chase moving targets. Final means final. This ensures every deliverable reflects a clear, agreed-upon direction from the start.
Revisions vs. Overhauls
A revision refines what's already working. An overhaul rebuilds from a different foundation. Both are legitimate — but they're not the same thing, and they're not priced the same way.
Overhaul pricing mirrors new project pricing. If the overhaul is triggered within 1 year of signing, it is priced at the locked-in ala carte rates listed in this retainer. If triggered after 1 year, it is priced at Cutpoint Studio's then-current rates.
Video Post-Production. A revision works within the existing edit. An overhaul is triggered when the finished length changes by 25% or more, a new script is introduced, the interview direction changes, or the target audience or objective shifts.
Landing Pages & Bespoke Web Pages. A revision adjusts copy, tightens language, or refines sections. An overhaul is triggered when the copy requires a full rewrite, or the structure needs sections reordered or replaced in a way that breaks the original logic or flow.
Email Thumbnail Designs. A revision adjusts layout, copy, color, or composition within the existing concept. An overhaul is triggered when the visual concept or creative direction changes 25% or more. New idea, new thumbnail.
Social Videos. A revision adjusts pacing, trimming, or text overlays within the existing cut. An overhaul is triggered when the source footage selection changes fundamentally, the creative direction or tone shifts, or the theme or subject departs from the original brief. New concept, new social video.
Payment Terms
Option selection. The client will communicate their selected option through official channels. Cutpoint Studio will issue an invoice reflecting the selected option and its corresponding investment. Payment of the invoice constitutes acceptance of all terms outlined in this agreement and the accompanying Proposal.
Payment. Net 30 from date of invoice. Work may begin immediately upon option selection, under the assumption that the invoice will be paid within the Net 30 window. If payment is not received on or before the Net 30 date, all work stops immediately — regardless of progress or deadlines. A 9% late fee applies to the outstanding balance, and the full invoice must be paid before work resumes.
Pricing lock. All rates are locked for the life of the agreement on listed deliverables. New add-on services benefit from your retainer discount for 1 year from signing. After 1 year, new add-ons are priced at then-current rates. The retainer itself does not expire, reset, or require renewal — only the discount window on new add-ons changes after the first year.
Retainer duration. Valid until the total investment is exhausted through services rendered, or the listed deliverables are fulfilled — whichever comes first. No expiration on purchased deliverables.
Scheduling. All video production sessions require 5 business days' notice. Each half-day session is a maximum of 5 hours. Overages are billed at $650/hr. The full hourly rate is triggered the moment the session exceeds the 5-hour window — or any subsequent hour mark — regardless of how much of that hour is used. If a session runs 5 hours and 20 minutes, the overage is $650. If it runs 6 hours and 10 minutes, the overage is $1,300. There is no prorating.
Videographer. We understand the preference for Michael Sherman and will prioritize his availability. Scheduling conflicts are not grounds for breach of contract or delay. We maintain a team of videographers with comparable experience and equipment.
Proposal expiration. The accompanying Proposal expires March 9, 2026 at 5:00 PM Pacific.
Cancellation
The retainer may be canceled at any time. Upon cancellation, all work is recalculated as follows:
Any deliverable for which meaningful work has begun is considered completed, regardless of its current state of progress. Meaningful work is defined as: for videos, an editing timeline created with the intent of building the video; for landing pages and bespoke web pages, a page created with the intent of completing it; for social videos, a cut initiated from source material; for email thumbnail designs, a design initiated in the working file. Work can only be counted as in-progress if it was initiated at the client's request. Cutpoint Studio cannot begin work independently and count it toward completed deliverables. Deliverables not yet started in any meaningful way are considered uncompleted.
All completed work is recalculated at full ala carte rates (no discount applied). Additionally, all courtesies extended under the Absorbed Deliverables section of this agreement are revoked upon cancellation — waived guaranteed delivery fees and revision fees totaling $3,660.00 for the Bespoke Stewardship Page (Invoice CS-2601) will be reinstated and included in the cancellation recalculation. A cancellation fee of 50% of the total retainer balance is then assessed. All guaranteed delivery discounts revert immediately to the standard non-retainer guaranteed delivery rate of +150% per unit, per service.
If a balance remains after these deductions, that balance is refunded. Cutpoint Studio has until the start of the next fiscal year to process the refund. If the recalculated total exceeds the amount paid, the client has until the start of the next fiscal year to remit the difference.
Regardless of the circumstances of cancellation, Cutpoint Studio will make every reasonable effort to provide a smooth off-boarding process. This includes the orderly transfer of all assets the client has paid for, in their current state — whether finished or not. For unfinished video, this means delivery of the raw assets that comprise the project (footage, audio, graphics), but not a rendered export of incomplete work and not project files. Project files — timelines, working files, source compositions — remain Cutpoint Studio property and are excluded from off-boarding transfers regardless of the state of the deliverable. If the client wishes to obtain project files, they may request a custom quote; delivered project files will exclude any third-party plugins or assets. Third-party licensed materials are excluded from off-boarding transfers as outlined in the Ownership section of this agreement.
Guaranteed Delivery
Guaranteed delivery fees are invoiced separately from the retainer. This is intentional — it keeps the retainer's deliverable count intact and ensures full transparency for everyone involved.
Guaranteed delivery fees are billed on Net 30 terms. If a guaranteed delivery invoice is not paid within the Net 30 window, a 9% late fee applies and all work pauses until the invoice is paid in full.
Applies to any deliverable with a guaranteed delivery within 72 hours. Guaranteed delivery rates by tier are specified in the accompanying Proposal.
Delivery & File Formats
All video deliverables are provided in H.265 10-Bit 4:2:2 at the highest resolution available (up to 4K). Alternate codecs or formats available on request.
Project files — timelines, working files, source compositions — are not included in any deliverable and are not part of this agreement. The client has no right to, ownership of, or expectation of access to project files. Cutpoint Studio is under no obligation to retain project files or make them available for templating, future editing, or any other purpose. If the client wishes to obtain project files, a custom quote may be requested; delivered project files will exclude any third-party plugins or assets.
Ownership & Materials
Ownership of produced content. The client owns all final deliverables — video, web pages, graphics, and other produced content — immediately upon creation. This includes all raw footage and production materials dating back to 2023.
Exceptions. The client does not own: third-party licensed materials (stock footage, music, sound effects, etc.) except as rendered into the final deliverable; internal concepts, notes, drafts, or creative work product that does not appear in the final deliverable; or project files as described above.
Raw footage library. Cutpoint Studio will provide the client with a hard drive containing all shot material currently in our possession within 30 days of signing, and will update the library within 30 days of each subsequent production session. While we maintain active backups, Cutpoint Studio cannot be held liable for footage lost due to hardware failure, data corruption, or other technological events beyond our control. The client is encouraged to maintain their own redundant backup of all provided materials.
Force Majeure
Neither party shall be held liable for delays or failure to perform obligations under this agreement due to events beyond their reasonable control. This includes, but is not limited to: natural disasters, fires, floods, severe weather, pandemics, government actions or restrictions, power or internet outages, equipment failure, medical emergencies, hospitalization, or other health-related events affecting key personnel.
In the event of a force majeure, the affected party will notify the other party within 3 business days and make every effort to resume performance. Deadlines affected by a force majeure event will be extended by the duration of the disruption. A force majeure event is not grounds for breach of contract, cancellation without standard cancellation terms, or any claim for damages by either party.
Absorbed Deliverables
The following deliverables were completed prior to the execution of this retainer and have been absorbed into this agreement at the request of Logan Haugen, Hub International. Their inclusion consolidates all outstanding and future work under a single retainer agreement with no additional invoicing required.
Bespoke Sales Funnel Page (Crestline). This page was completed and delivered per Invoice CS-2600 (Unique ID: 75A938EE, issued Feb 22, 2026). The deliverable consisted of a landing page of 20 sections (6,000 words) plus one email thumbnail design. The original invoice total, including a guaranteed delivery fee of $1,350.00 and the application of a $2,413.00 credit from the 2025 retainer, was $687.00. By absorbing this deliverable into the 2026 retainer, Invoice CS-2600 is superseded by this agreement. The 2025 credit of $2,413.00 has been reallocated and applied to the retainer pricing reflected in the accompanying Proposal.
Bespoke Stewardship Page (Omega Morgan). This page was completed and delivered per Invoice CS-2601 (Unique ID: E36F2BD8, issued Feb 27, 2026). The deliverable consisted of a landing page of 53 sections (7,991 words), plus 4 additional sections (669 words) added beyond the original outline during revisions. The original invoice included the following charges beyond the base page cost:
Additional revisions exceeding the included 2 rounds: $336.00 (7 excess rounds across 6 sections). High-density revision rounds containing extraordinary revision volume within single submissions: $624.00 (2,038 words added or changed across 13 section equivalents). Guaranteed delivery fee for sub-72-hour turnaround: $2,700.00.
As a courtesy, Cutpoint Studio is waiving all guaranteed delivery fees and all revision fees associated with this deliverable — a total of $3,660.00 in waived charges. These courtesies are contingent on the retainer remaining active. In the event of cancellation, all waived fees are reinstated and included in the cancellation recalculation as outlined in the Cancellation section of this agreement. By absorbing the Stewardship Page into the 2026 retainer, Invoice CS-2601 is superseded by this agreement. The page enters the retainer at its base production value only.
Acknowledgment. Both bespoke deliverables described above have been reviewed, approved, and accepted by the client prior to the execution of this retainer. They are not subject to additional revision rounds under this agreement unless changes are requested, at which point the standard revision and overhaul framework applies (per section, as outlined in the Revisions & Feedback and Revisions vs. Overhauls sections of this agreement). This section serves as the binding record that these deliverables were completed independently, absorbed at the client's request, and that Cutpoint Studio has fulfilled its obligations with respect to both.
Use of AI in Services
Cutpoint Studio may utilize artificial intelligence tools in the production of deliverables under this agreement. AI is treated as a tool — no different from editing software, color grading applications, or design platforms — and may be used to assist with research, drafting, design, editing, or other production tasks at Cutpoint Studio's discretion.
However, Cutpoint Studio reserves the right to refuse any client request that would require the use of AI in a manner Cutpoint Studio deems unethical. This includes, but is not limited to: generating deceptive or misleading content, fabricating testimonials or endorsements, creating synthetic likenesses of individuals without their consent, or any application that conflicts with Cutpoint Studio's professional standards or values.
A refusal to fulfill a request on ethical grounds related to AI usage is not grounds for breach of contract, is not grounds for a refund, and does not constitute a failure to perform under this agreement. In the event of such a refusal, Cutpoint Studio will communicate the concern to the client through official channels and work collaboratively to identify an alternative approach that meets the project's objectives within ethical boundaries.
The client may not require Cutpoint Studio to use or refrain from using AI tools in the production of any deliverable, unless a specific restriction is mutually agreed upon in writing through official channels prior to the commencement of work on that deliverable.
Dispute Resolution
In the event of a disagreement regarding the interpretation of any term in this agreement — including but not limited to whether a change constitutes a revision or an overhaul, whether the first-draft guarantee applies, or the classification of work as completed or uncompleted upon cancellation — both parties agree to attempt resolution through good-faith mediation before pursuing any other legal remedy. Mediation will be conducted by a mutually agreed-upon neutral third party. If the parties cannot agree on a mediator within 14 business days, either party may then pursue other remedies available under applicable law. All mediation costs — including mediator fees, administrative costs, and venue expenses — shall be borne by the non-prevailing party. If the mediator does not designate a prevailing party, costs shall be split equally.
Entire Agreement
This agreement and the accompanying Proposal constitute the entire understanding between Cutpoint Studio and Hub International with respect to the subject matter herein. They supersede all prior agreements, proposals, retainers, representations, negotiations, and understandings — whether written or verbal — between the parties relating to the services described in these documents. No prior course of dealing, trade usage, or prior retainer agreement shall be relevant to supplement, explain, or modify any term of this agreement.
The absorption of Invoices CS-2600 and CS-2601 into this retainer, as described in the Absorbed Deliverables section, is part of this supersession. Upon execution of this agreement, those invoices are considered fulfilled under the terms stated herein.
Non-Solicitation
During the term of this retainer and for a period of 24 months following its cancellation or completion, the client agrees not to directly solicit, recruit, hire, or engage — whether as an employee, independent contractor, or through any third party — any videographer, editor, designer, or other contractor or subcontractor introduced to the client through the retainer relationship with Cutpoint Studio.
This includes, but is not limited to, Michael Sherman or any other production team member who has performed work on HUB deliverables under this or any prior Cutpoint Studio agreement.
If the client breaches this non-solicitation provision, the client shall pay Cutpoint Studio a fee equal to 150% of the total compensation paid to the solicited individual during their first 12 months of engagement with the client, payable within 30 days of written notice from Cutpoint Studio.
Portfolio & Marketing Rights
Cutpoint Studio may publicly name Hub International as a client in portfolios, case studies, website content, proposals, and marketing materials without additional approval.
For prospect-specific sales videos (videos produced for a named prospect as part of HUB's client acquisition process), Cutpoint Studio will obtain written approval from Hub International through official channels before using any such video for marketing purposes.
Videos produced for public-facing use — including but not limited to brand videos, social media content, and any deliverable intended for public distribution — are automatically cleared for use in Cutpoint Studio's marketing and portfolio without additional approval.
Cutpoint Studio may use still frames, short clips (under 15 seconds), and written descriptions of the work performed in portfolio and marketing contexts. If Hub International requires confidentiality on a specific project, the client must communicate that restriction through official channels prior to the commencement of work on that deliverable.
Confidentiality
Both parties acknowledge that during the course of this retainer, each may receive or have access to confidential information belonging to the other party. Confidential information includes, but is not limited to: pricing, financial terms, business strategies, prospect lists, client lists, internal processes, proprietary methods, marketing plans, and any information designated as confidential by the disclosing party.
Neither party shall disclose, share, or make available the other party's confidential information to any third party without prior written consent from the disclosing party, except as required by law or court order. This obligation applies during the term of this retainer and for a period of 3 years following its cancellation or completion.
This includes, but is not limited to: Cutpoint Studio's pricing, rate structures, and retainer terms shall not be shared by Hub International with any party outside of Hub International's leadership and accounting teams involved in the administration of this retainer. Similarly, Hub International's prospect strategies, internal team structures, and client acquisition plans shall not be disclosed by Cutpoint Studio to any third party.
Confidential information does not include information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party prior to disclosure; is independently developed by the receiving party without reference to the disclosing party's confidential information; or is disclosed pursuant to a valid court order or legal requirement, provided the receiving party gives reasonable prior notice to the disclosing party.
A breach of this confidentiality provision by either party shall be considered a material breach of this agreement and subject to the remedies outlined in the Breach and Dispute Resolution sections.
Amendments
No amendment, modification, or waiver of any term of this agreement shall be effective unless made in writing and acknowledged by both parties through official channels. Verbal modifications, informal agreements, or changes communicated through unofficial channels are not binding and do not alter any term of this agreement.
Both parties agree that the course of performance under this agreement does not constitute an implied modification of its terms. A waiver of any provision on one occasion does not constitute a waiver of that provision on any subsequent occasion.
Assignment
This agreement may not be assigned, transferred, or delegated by either party without the prior written consent of the other party, submitted through official channels.
If Hub International undergoes a restructuring, merger, acquisition, or change in management that results in a different team, office, or entity assuming responsibility for this retainer, Cutpoint Studio's written consent is required for the assignment to proceed. Cutpoint Studio reserves the right to decline the assignment for any reason — and a refusal to consent to an assignment is not grounds for breach of contract. If Cutpoint Studio declines an assignment, the client may cancel the retainer under the standard Cancellation terms of this agreement.
Cutpoint Studio may assign its obligations under this agreement to a successor entity in the event of a sale, merger, or restructuring of A Video Maker LLC, provided that the successor entity assumes all obligations under the same terms.
Travel & On-Location Expenses
Half-day production sessions include travel within the State of Oregon. Mileage is reimbursed at the current IRS standard mileage rate.
If a production session requires overnight travel — including out-of-state shoots or in-state locations where same-day return is not feasible — the following expenses are the client's responsibility and are paid outside of the retainer:
Lodging. Hotel accommodations must be Hilton-branded or equivalent quality. Each member of the Cutpoint Studio production team must have their own room. Shared rooms are not acceptable.
Transportation. Car rentals must include an SUV for teams of up to 3 people. For larger teams, additional vehicles of any available class may be used. Air travel for D.L. Watson must be first class or business class. All other Cutpoint Studio team members may fly economy.
Per diem and meals. Per diem and meal expenses for the production team are the client's responsibility during any travel requiring overnight lodging.
Half-day calculation on travel days. When traveling with food and lodging, the half-day session begins at the start of the day of the shoot — not at the time of arrival at the location.
All travel expenses must be pre-approved by the client through official channels. Cutpoint Studio will provide estimated travel costs prior to booking. Receipts will be provided for all reimbursable expenses. Travel expenses are invoiced separately from the retainer on Net 30 terms, subject to the same 9% late fee and work-pause provisions.
Website Hosting & Maintenance
Landing pages and bespoke web pages delivered under this retainer are provided as completed web assets. Ongoing hosting, domain management, maintenance, and post-launch edits are not included in any deliverable under this agreement unless explicitly scoped in a project request.
Video hosting. Video deliverables produced under this and prior retainers are currently hosted on Cutpoint Studio's servers and embedded on Hub International's live sites. As part of the website migration to HUB Northwest ownership by end of 2026, Hub International should secure its own video hosting solution. We recommend Vimeo or Wistia for professional-grade hosting with embed support, analytics, and privacy controls.
Once Hub International has migrated to its own video hosting platform, all video content — whether produced by Cutpoint Studio or any other vendor — will need to be uploaded by the client to their hosting platform and embedded on their pages. Cutpoint Studio will no longer host video on its servers for Hub International after the migration is complete.
If Cutpoint Studio is retained at the time of migration, we are happy to assist with uploading and embedding videos as part of the retainer's standard services. If the retainer is no longer active, video upload and embedding assistance can be quoted as a separate engagement. Upon migration, HUB Northwest assumes full responsibility for hosting fees, domain registration and renewal, SSL certificates, and all ongoing site maintenance. Cutpoint Studio will make reasonable efforts to facilitate an orderly migration, but ongoing support after the handoff is not included in this retainer.
Content Liability & Indemnification
Cutpoint Studio produces deliverables based on direction, copy, scripts, and materials provided by the client. Cutpoint Studio does not independently verify the accuracy, legality, truthfulness, or regulatory compliance of client-supplied content.
The client is solely responsible for the accuracy and legality of all content provided to Cutpoint Studio, including but not limited to: claims made in video scripts, statistics cited in landing pages, testimonials or endorsements featured in any deliverable, and representations about the client's products, services, or capabilities.
Cutpoint Studio shall not be held liable for any third-party claims, regulatory actions, legal proceedings, or damages arising from the content, direction, or materials supplied by the client. The client agrees to indemnify, defend, and hold harmless Cutpoint Studio, its owner, employees, and contractors from any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising from or related to the content provided by the client or the client's use of deliverables produced under this agreement.
This indemnification obligation survives the cancellation or completion of this retainer.
Formal Notices
All formal legal notices under this agreement — including but not limited to breach notices, cancellation notices, dispute initiation, and assignment requests — must be delivered in writing to the following addresses:
To Cutpoint Studio: Email: notices@cutpointstudio.com Cutpoint Studio (DBA of A Video Maker LLC) 2677 Summer Ln Eugene, OR 97404
To Hub International: Logan Haugen Hub International — Eugene 560 Country Club Pkwy Eugene, OR 97401
Notices sent by email are considered delivered upon confirmed receipt or, if no confirmation is received, 3 business days after sending. Notices sent by certified mail are considered delivered upon signature confirmation.
Either party may update their notice address by providing written notice to the other party through the channels specified above.
Formal notices are separate from project-related communications. Day-to-day project direction, approvals, and feedback continue to follow the official channels and project request form processes defined elsewhere in this agreement.
Breach
Client breach. The client is considered in breach of this agreement if any of the following occur: failure to remit payment within the Net 30 window (subject to the late fee and work-pause provisions outlined in the Payment Terms section); submission of project direction, approvals, or requests through unofficial channels and subsequently citing those communications as the basis for a dispute; introduction of new copy, scripts, or direction after work has begun without acknowledging the overhaul pricing framework; misrepresentation of materials as final and approved when they are still in draft; failure to provide feedback within the defined review window on three or more consecutive deliverables (pattern of non-responsiveness); disclosure of Cutpoint Studio's confidential information in violation of the Confidentiality section; solicitation of Cutpoint Studio's contractors or subcontractors in violation of the Non-Solicitation section; or any action that materially undermines Cutpoint Studio's ability to perform its obligations under this agreement.
Upon client breach, Cutpoint Studio may, at its sole discretion: suspend all work immediately without liability for missed deadlines or delays; revoke all retainer discounts, with completed and in-progress work recalculated at full ala carte rates; revoke all courtesies extended under the Absorbed Deliverables section, reinstating the full $3,660.00 in waived fees; revert guaranteed delivery pricing to the standard non-retainer rate of +150% per unit, per service; and pursue any remedies available under applicable law, subject to the Dispute Resolution and Governing Law provisions of this agreement. Cutpoint Studio is not required to provide a cure period before exercising these remedies, though it will make reasonable efforts to notify the client of the breach through official channels.
Cutpoint Studio breach. Cutpoint Studio is considered in breach of this agreement only if it fails to deliver a completed deliverable that was requested through the official project request form, for which complete and final direction was provided, and for which no scheduling, availability, force majeure, or client-caused delay applies — and such failure persists for 30 calendar days after written notice from the client through official channels identifying the specific deliverable and the nature of the failure.
Upon valid notice of breach by Cutpoint Studio, Cutpoint Studio shall have a 30-calendar-day cure period to remedy the failure. If the breach is not cured within this period, the client may cancel the retainer under the standard Cancellation terms of this agreement. Cutpoint Studio's total liability for any breach shall not exceed the total amount paid by the client under this retainer. In no event shall Cutpoint Studio be liable for indirect, incidental, consequential, special, or punitive damages — including but not limited to lost profits, lost revenue, lost business opportunities, or reputational harm — regardless of whether such damages were foreseeable or whether Cutpoint Studio was advised of their possibility.
The following do not constitute breach by Cutpoint Studio: scheduling conflicts or availability limitations (as outlined in the Priority Scheduling section); delays caused by vague, incomplete, or late client direction (as outlined in the Client Responsibility for Direction section); refusal to use AI tools on ethical grounds (as outlined in the Use of AI in Services section); force majeure events (as outlined in the Force Majeure section); turnaround delays on deliverables for which the client has not provided final, approved materials through the project request form; or any delay or non-performance attributable to the client's own actions or inactions.
Governing Law
This agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this agreement that is not resolved through mediation shall be brought exclusively in the Circuit Court of the State of Oregon for Lane County, or the United States District Court for the District of Oregon, Eugene Division. Both parties consent to the personal jurisdiction of these courts.
Severability, Scrivener's Errors & AI-Assisted Preparation
If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent.
In the event of typographical errors, mathematical miscalculations, or other clerical mistakes in this agreement, the spirit and intent of the provision shall govern over the literal error. Both parties agree to work in good faith to correct any such errors promptly upon discovery, without treating the error as grounds for voiding, renegotiating, or breaching any term of this agreement.
Both parties acknowledge that artificial intelligence tools may have been used in the preparation, drafting, or review of this agreement. The use of AI-assisted tools in the creation of this document does not affect its enforceability, validity, or the binding nature of any provision herein. Neither party may use the involvement of AI in the drafting process as grounds for voiding, challenging, or renegotiating any term of this agreement. Both parties affirm that the final terms have been reviewed, understood, and accepted by the authorized representatives of each party, regardless of the tools used in their preparation.
