TERMS & CONDITIONS

Your contract with A + B Roll Films Inc., doing business as 4Keeps Camera Rental and Editing, (referred to as “4Keeps”, “we” or “us”) is comprised of these terms and conditions, your booking order form (the “Booking”) and any other documents attached to and expressly referenced in the Booking (collectively, the “Agreement”).

Please read the Agreement carefully as it governs the rental, permitted use and return of all video recording equipment and accessories (including batteries and memory card) described in your Booking (“Equipment”), the performance of video editing and post-production services described in your Booking (“Services”), and any film, images or other works we create for you as part of the Services (“Video”).

1. AGREEMENT TERMS

1. Entire Agreement. The Agreement constitutes the entire understanding and agreement between you and 4Keeps with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

2. Contrary Terms. You understand and agree that any terms or conditions contained in a request, acknowledgement, acceptance, or other document or communication created, submitted or issued by you at any time which are additional to, or seek to amend, the Agreement are not binding on us and do not apply.

3. Term. The Agreement is for a term beginning on the date specified in the Booking until the latter of the date of return of the Equipment to us and completion of the Services.

2. EQUIPMENT RENTAL

2.1. Rental. The Equipment is rented to you on the terms and conditions set out herein, and at such rental rates specified in the Booking.

2.2. Title. We own the Equipment. You will not acquire any right, title, or interest in or to the Equipment except the right to possess and use the Equipment in accordance with and subject to the terms and conditions of this Agreement. You must not represent that you are the owner of the Equipment.

2.3. Delivery. We will use reasonable efforts to deliver the Equipment to you, at the address set out in the Booking, no later than the date specified in the Booking.

2.4. Third Party Providers. You acknowledge that we may use third-party service providers for the purposes of delivery, pickup, maintenance, support, and any other services related to the Equipment. You agree to cooperate fully with any third-party engaged by us for the purpose of facilitating the delivery, return, maintenance, or servicing of the Equipment.

2.5. Substitution. The Equipment will be provided to you in good condition and working order, including specialized accessories or components required for its standard operation. We may substitute the Equipment for any other item of equivalent features and functionality at our discretion.

2.6. Testing and Assumption of Proper Function. You must inspect and test the Equipment within three (3) days following delivery and notify us immediately of any material defect, deficiency, malfunction or failure that causes the Equipment not to work or stop working as intended (“Material Failure”). Unless you promptly notify us in writing of any Material Failure in accordance with this Section 2.6, the Equipment shall be deemed to have been delivered to you in good condition and working order and you waive any claim that there was a Material Failure in the Equipment at the time of delivery.

2.7. Remedy or Replacement. We will use commercially reasonable efforts to repair or remedy a Material Failure or replace the affected Equipment within a reasonable time of notification by you of a Material Failure in accordance with Section 2.6, subject to availability, the nature of the issue, and any circumstances beyond our reasonable control. We do not guarantee that any repair, remedy or replacement of the Equipment will be available in time to avoid any interruption to your event, the capture of Raw Footage, the Services or the Video. If we are unable to repair, remedy or replace the affected Equipment within a reasonable time, our only obligation and your sole and exclusive remedy shall be as set out in Section 3.5.

3. EQUIPMENT USE, LOSS, OR DAMAGE

3.1. Event. You acknowledge and agree that the Equipment is intended by you to be used in connection with the wedding, party, celebration, gathering, or other event identified in the Booking (the “Event”).

3.2. Usage. You are solely responsible for all activities related to the Equipment, including unpacking, charging, set-up, testing, operation, storage, re-packing and return of the Equipment. We will not be liable for any loss or damage to property, nor death or personal injury, arising out of or related to the possession or use of the Equipment by you or any third party.

3.3. Your Responsibilities. You are responsible for ensuring that the Equipment is:

(a) held in your possession, and under your care and control, at all times;

(b) protected against theft, loss, vandalism, damage, destruction, or accident;

(d) operated only by persons who are over 18 years of age and competent to operate the Equipment; and

(e) used in a careful and prudent manner, in accordance with standard operating procedures and industry norms as required to preserve the Equipment.

3.4. Prohibited Activities. You must not:

(a) transfer the Equipment to a third party;

(b) use the Equipment for any purpose other than the Event;

(d) dismantle, disassemble, modify, or alter the Equipment in any way;

(e) operate, handle, transport, or use the Equipment in any environment or working condition other than those for which the Equipment was designed;

(f) remove or deface any identifying labels or serial numbers affixed to the Equipment;

(g) engage in conduct that may cause damage to or loss of the Equipment or reduction in value;

(h) cause the Equipment or any part of it to be removed, confiscated, or seized; and

(i) permit any security interest, mortgage, pledge, liens, encumbrances, or claims to be placed upon the Equipment.

3.5. Material Failure of Equipment. If the Equipment suffers a Material Failure following testing and inspection in accordance with Section 2.6, and such Material Failure is not caused in whole or in part by your act or omission or the act or omission of any third party for whom you are responsible, you must notify us in writing immediately and cooperate with us in providing reasonable details regarding the issue. If we reasonably conclude that the Material Failure was not caused or contributed to by misuse, improper handling, environmental conditions, failure to follow instructions, unauthorized modification, damage, loss, or any other circumstance for which you are responsible under this Agreement, we will issue to you a full refund of the Fees and any Deposit paid by you in connection with the affected Booking. Such refund shall be your sole and exclusive remedy in respect of a Material Failure of the Equipment, and we will have no further liability or obligation arising from or related to any interruption to your Event, any missing or unusable Raw Footage, or any resulting impact on the Services or the Video, except as expressly set out in this Section.

3.6. Risk. Subject to Section 3.5, you are responsible and liable for:

(a) any theft, loss, vandalism, damage, destruction, or accident caused to the Equipment during the rental period;

(b) promptly notifying us of any theft, loss, vandalism, damage, destruction, or accident to the Equipment; and

(c) all costs and expenses incurred by us to remediate, repair, restore or replace the Equipment up to the full replacement cost of the Equipment.

4. EQUIPMENT RETURN AND DELAYS

4.1. Return of Equipment. You must return the Equipment:

(a) no later than three (3) business days after the rental end date set out in the Booking;

(b) by courier using the return pre-paid envelope we provide;

(d) free and clear of all liens, claims, and encumbrances.

4.2. Late Fees. If you fail to return the Equipment by the date specified in the Booking, you must pay us the late return fees set out in the Booking (“Late Fees”). You agree that the Late Fees constitute liquidated damages (not a penalty) and are a genuine pre-estimate of the loss and damage we may suffer as a result of your delay in returning the Equipment. Payment of Late Fees shall not relieve you of your continuing obligation to deliver the Equipment and perform any other obligations arising out of this Agreement or otherwise.

4.3. Re-possession. If you fail to return the Equipment within ten (10) business days of the date specified in the Booking, we will have the right to enter any premises where the Equipment is being stored and take immediate possession without further notice or liability to you. You will be responsible for all costs and expenses incurred by us in connection with such repossession.

5. SERVICES

5.1. Customer Obligations. You are responsible for returning to us the memory card provided as part of the Equipment containing all raw footage, video files, audio files, images, and other content to be edited (collectively, the “Raw Footage”).

5.2. Protection. You are solely responsible for creating and maintaining, at your own cost, a complete back-up copy of all Raw Footage in accordance with any directions, specifications or instructions provided by us from time to time. You must retain such back-up copy until the Services have been completed and the Video has been delivered to you.

5.3. Acknowledgement. You acknowledge and agree that the quality, completeness and usability of any Raw Footage depends on, among other things, your handling, operation, set-up, charging, testing, storage and use of the Equipment, the settings selected by you, the conditions in which the Equipment is used, and the compatibility and functioning of any accessories, media, software or other third-party items used in connection with the Equipment, all of which are outside our control.

5.4. Quality of Raw Footage. Unless you notify us in writing of a Material Failure in the Equipment in accordance with Section 2.6 or Section 3.5, the Equipment will be deemed to have functioned properly for its intended use. Any missing, corrupted, unusable, distorted, disrupted, incomplete, low-quality, out-of-focus, poorly exposed, improperly framed, inaudible, or otherwise unsatisfactory Raw Footage shall be presumed to have resulted from environmental conditions, failure to follow instructions, poor handling or use of the Equipment or other user error (including acts or omissions by you or any third party), and not from any defect, malfunction or failure of the Equipment or any act or omission by us.

5.5. No Liability. We shall have no responsibility or liability in respect of any loss, damage or unauthorised access to the Raw Footage as a result of your failure to back-up the Raw Footage in accordance with this Agreement, nor shall we have any responsibility or liability for the quality of the Raw Footage or any resulting impact on the Services or the Video other than in accordance with Section 5.4.

5.6. Performance. We will use commercially reasonable efforts to perform the Services, and provide the Video, in accordance with any timelines set out in the Booking.

5.7. Delay. You acknowledge and agree that we will not be responsible or liable for any delay, failure or deficiency in the Services or Video arising in whole or in part from your failure to provide the Raw Footage in accordance with this Agreement.

5.8. Review Process. You are responsible for reviewing the Video within five (5) days of receipt and notifying us in writing if you have good faith concerns that the Video does not materially conform to any requirements expressly set out in the Booking. Subject to Section 5.5, we will use commercially reasonable efforts to address any concerns properly raised within such review period and, if applicable, provide a revised Video. If you do not provide written notice of any concerns within such five (5) day period, the Video will be deemed accepted. This Section sets out your sole right to review the Video and our sole obligation with respect to any concerns regarding a Video.

5.9. Restriction of Raw Footage. We may use available processes and technologies to screen for any content prohibited under Section 3.4(b) or conduct that is illegal, unlawful, or contrary to any applicable law. We reserve the right to report any such content or conduct to lawful authorities.

6. FEES & DEPOSIT

6.1. Deposit. As security for the Equipment and performance of your obligations under this Agreement, you must pay us a security deposit in the amount specified in the Booking (the “Deposit”). Subject to our right to withhold the Deposit in whole or in part in accordance with the terms of this Agreement, the Deposit shall be refunded to you within a reasonable time following the return of the Equipment.

6.2. Services Fees. In consideration of the Equipment rental, and the provision of the Services by us, you must pay us the services fees specified in the Booking (the “Fees”).

6.3. Taxes. All Fees and other amounts payable by you are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes, and any and all other similar taxes, duties and charges of any kind imposed by any federal, provincial, territory, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any withholding taxes imposed on 4Keeps’ income.

6.4. Payment. You must pay the Deposit and the Fees by debit or credit card by the date specified on the Booking.

6.5. Deduction from Deposit. Without limiting any other rights or remedies available to us under this Agreement or at law, we may deduct from, retain, apply, or set off against the Deposit any amounts due, owing, or payable by you under this Agreement, including any:

(a) Late Fees;

(b) costs and expenses incurred by us to clean, remediate, repair, restore or replace the Equipment;

(d) any other Fees, charges, costs, expenses, or other amounts payable by you under this Agreement.

If the Deposit is insufficient to satisfy all such amounts, you remain liable for the balance, which shall be due and payable immediately upon demand.

6.6. No Set Off. You must pay all amounts due under this Agreement without set-off, deduction, recoupment, or withholding of any kind for amounts owed or payable by us whether under this Agreement, applicable law, or otherwise.

7. INTELLECTUAL PROPERTY

7.1. Intellectual Property. For the purpose of this Agreement, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, undisclosed or confidential information (such as know-how, trade secrets and inventions, whether patentable or not), database protection or other intellectual property rights or proprietary rights laws, all similar or equivalent rights or forms of protection, all goodwill associated with the foregoing, and all derivative works of the foregoing, in any part of the world, in any and all media, in all versions and elements, in all languages, for the entire duration of such rights.

7.2. Ownership of Raw Footage. As between you and 4Keeps, you are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the Raw Footage, including all Intellectual Property Rights therein. You hereby grant to us a fully paid-up and royalty-free, non-exclusive, sub-licensable right and licence to use, reproduce, perform, display, distribute, and modify the Raw Footage as necessary to perform the Services in accordance with this Agreement.

7.3. Consents for Third Party Appearances. You are solely responsible for obtaining, prior to delivering any Raw Footage to us, all rights, licences, permissions, approvals, consents and releases necessary in connection with anything shown, depicted, captured, incorporated or otherwise contained in the Raw Footage or to be shown, depicted, captured, incorporated or otherwise contained in the Video, including any persons, performances, voices, appearances, likenesses, names, images, artworks, designs, logos, trademarks, music, sound recordings, locations, property and other third-party content or materials (“Third Party Appearances”). We will have no responsibility or liability for obtaining any such rights, licences, permissions, approvals or consents to Third Party Appearances.

7.4. Rights to Raw Footage. You represent and warrant that you have secured, and will maintain, all such rights and consents required in relation to Third Party Appearances:

(a) to permit us to receive, use, reproduce, modify, alter, adapt, digitize, display, perform, exhibit, transmit, broadcast, distribute, create derivative works, and exploit the Raw Footage and the Video in accordance with this Agreement;

(b) so that, as received by us and used in accordance with this Agreement, the Raw Footage and any Video do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party or violate any applicable law.

7.5. Ownership of Video. As between you and 4Keeps, you are and will be the sole and exclusive owner of all rights, title, and interest in and to the Video, including all Intellectual Property Rights therein. We hereby:

(a) assign, transfer, and otherwise convey to you all right, title, and interest in and to the Video, including all Intellectual Property Rights therein;

(b) irrevocably and unconditionally waives, and agree not to assert, any moral rights under the Copyright Act, R.S.C., 1985, c. C-42, as amended, including without limitation attribution of authorship, the right to restrain any distortion, destruction, or modification with respect to the Video and the Intellectual Property Rights therein; and

(c) agree to promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist you to prosecute, register, perfect, or record its rights in or to the Video.

7.6. Marketing Licence. Where you have provided your express consent (as evidenced in the Booking), or have otherwise agreed in writing, to allow us to use the Video for marketing purposes, you grant to us a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up and royalty-free right and licence to use, reproduce, display, perform, publish, distribute, transmit, communicate to the public, adapt, edit, modify and otherwise exploit the Video, in whole or in part, in any media or format now known or hereafter developed, solely for our marketing, advertising, promotional, portfolio, website, social media, publicity and internal business purposes.

8. PRIVACY

8.1. Personal Information. For the purpose of this Agreement, “Personal Information” means any information relating to an identified or identifiable natural person, including a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, mental, economic, cultural or social identity of that natural person.

8.2. Privacy. In performing the Services, we may collect, use, disclose, or otherwise process Personal Information and will do so in accordance with its Privacy Policy located at www.4keeps.ca/privacy.

8.3. Consents. You are solely responsible for obtaining any required consents for any Personal Information included or contained in the Raw Footage or otherwise transmitted, disclosed, or made available to us.

9. LIABILITY

9.1. USE OF VIDEO AT YOUR RISK. YOU ACKNOWLEDGE AND AGREE THAT ANY USE, PUBLICATION, DISTRIBUTION, DISPLAY, PERFORMANCE, POSTING, BROADCAST, COMMUNICATION, OR EXPLOITATION OF, OR RELIANCE ON, THE RAW FOOTAGE AND VIDEO BY YOU OR ANY THIRD PARTY IS AT YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY AND ALL CONSEQUENCES, CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, LIABILITIES OR OBLIGATIONS ARISING OUT OF OR RELATING TO SUCH USE OR RELIANCE.

9.2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND AS OTHERWISE LIMITED BY APPLICABLE LAW, THE EQUIPMENT, SERVICES AND VIDEO ARE PROVIDED "AS IS," “WHERE IS” AND “AS AVAILABLE”. WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE OR TRADE PRACTICES. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE EQUIPMENT, SERVICES OR VIDEO, OR RESULTS OF THE USE THEREOF, WILL: (A) MEET YOUR REQUIREMENTS; (B) ACHIEVE ANY INTENDED RESULT; (C) BE COMPATIBLE OR WORK WITH ANY THIRD PARTY HARDWARE, SOFTWARE, SYSTEM, SERVICE, OR OTHER MATERIALS; (D) OPERATE WITHOUT INTERRUPTION; (E) BE SECURE, ACCURATE, COMPLETE, CONSTANTLY AVAILABLE, UNINTERRUPTED, ERROR FREE OR FREE OF VIRUSES OR HARMFUL CODE.

9.3. LIABILITY EXCLUSIONS. IN NO EVENT WILL WE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THE SUBJECT MATTER THEREOF, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF DATA, USE, BUSINESS, REVENUE, OR PROFIT; OR (B) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, ENHANCED, EXEMPLARY, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

9.4. LIMITATION OF LIABILITY. IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THE SUBJECT MATTER THEREOF, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY YOU TO US FOR THE SERVICES. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

10. TERMINATION

10.1. Booking Cancellation. Either party may cancel the Booking by notifying the other in writing no less than ten (10) days prior to shipment of the Equipment. If we cancel your Booking, we will return the Fees and Deposit to you. If you cancel your Booking, we have the right to retain half (50%) of the Fees, as compensation for the cancellation.

10.2. Termination for Cause. We may terminate this Agreement immediately upon providing written notice if you:

(a) breach any provision of the Agreement (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the terms);

(b) fail to make the timely payment of the Fees;

(d) have repeatedly made complaints in bad faith or without a reasonable basis and continue to do so after we have asked you to stop.

10.3. Consequences of Termination. Upon termination of this Agreement pursuant to Section 10.2:

(a) you must immediately return all Equipment to us in accordance with the provisions set forth in Section 4.1 of this Agreement, failing which we may repossess the Equipment;

(b) to the extent applicable, we will stop providing the Services and return the Raw Footage to you; and

10.4. Accrued Rights. Cancellation or termination of this Agreement shall not affect any rights, obligations, or liabilities of the parties that have accrued prior to the date of cancellation or termination, or any provisions of this Agreement which by their nature are intended to survive.

11. GENERAL

11.1. Notices. Any notice given hereunder shall be in writing and may be personally delivered to, sent by electronic mail, or forwarded by registered mail, to the address listed for each party on the Booking. Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or if such day is not a business day, on the next following business day) or, if mailed, on the fourth business day following the date of mailing.

11.2. Amendments. Any amendment to or modification of this Agreement must be made in writing and executed by authorized representatives of both parties. No oral statements or prior communications shall modify the Agreement unless agreed in writing by the parties.

11.3. Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations)due to any cause beyond its reasonable control, including acts of God, severe weather, storm, flood, fire, earthquake or other natural disaster, epidemic, pandemic, public health emergency, war, hostilities, terrorist threats or acts, riot, civil unrest, sabotage, labour dispute, strike, lockout or other industrial disturbance, interruption or failure of utilities, telecommunications, internet or other infrastructure, power outage, transportation delay or disruption, supply chain shortage or interruption, shortage of materials, equipment or labour, delay or default by suppliers, couriers, carriers or other third-party service providers, breakdown or failure of equipment, machinery, systems, software, hardware or technology, viruses, malware, ransomware, cyber-attacks, data breach or other information technology event, governmental or regulatory action, law, order, rule, restriction, direction, prohibition or permit delay, or any other similar or dissimilar event, circumstance or cause beyond the affected party’s reasonable control, the affected party will give written notice thereof to the other party and its performance will be extended for the period of delay or inability to perform due to such occurrence.

11.4. Assignment. You may not transfer this Agreement or any interest therein without our prior written consent. Any purported assignment in violation of this provision is null and void. No assignment shall relieve you of your obligations hereunder.

11.5. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless it is explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No waiver of any provision in this Agreement shall be deemed or constitute a waiver of any other provision.

11.6. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall apply to the term or provision only to the extent of that invalidity or unenforceability and shall not affect any other term or provision of this Agreement.

11.7. Currency. All dollar amounts referred to in the Booking are stated in Canadian currency.

11.8. Survival. Any provision of this Agreement which, by its nature or to give effect to its purpose, ought to survive the expiration, cancellation or termination of this Agreement, shall survive, including Sections 1.1, 1.2, 2.2, 2.6, 3.5, 3.6, 4.2, 4.3, 5.2, 5.3, 5.4, 5.5, 5.7, 6.5, 6.6, 7, 8, 9, 10.3, 10.4, 11.1, 11.8, 11.9 and 11.10.

11.9. Governing Law. This Agreement, in all events and for all purposes, will be governed by, and construed in accordance with, the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein.

11.10. Choice of Forum. Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any party in any way arising from or relating to this Agreement, including all schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, in any forum other than the courts of the Province of Nova Scotia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts in any such action or proceeding.

11.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same Agreement.

11.12. Electronic Documents. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.