(1) These General Terms and Conditions ("Terms") govern all agreements between LionMountain Pictures LLC, 447 Broadway, 2nd Floor #1715, New York, NY 10013, USA ("Agency") and clients domiciled or ordinarily resident outside of Germany, Austria, and Switzerland.
(2) The Agency is a Limited Liability Company incorporated under the laws of the State of Wyoming, USA. The public business address for all commercial correspondence is New York, NY 10013, USA.
(3) These Terms apply exclusively to business-to-business ("B2B") relationships, meaning agreements entered into with companies, businesses, freelancers, and self-employed individuals acting in their professional capacity. The Agency does not contract with consumers.
(4) Any terms, conditions, or policies of the Client that differ from or conflict with these Terms shall not form part of any agreement, even if the Agency does not expressly object to them.
(5) These Terms also govern all future transactions between the parties without the need for renewed express incorporation. Any deviation from these Terms requires written agreement.
(1) Proposals and quotes submitted by the Agency are non-binding and subject to change, unless expressly designated in writing as binding. Binding proposals remain open for acceptance for 30 days from the date of issue, unless another period is specified.
(2) A contract is formed upon: mutual written execution of a proposal or project agreement; written confirmation of an order by the Agency; or commencement of service delivery by the Agency following the Client's acceptance of a proposal.
(3) Written approval of a proposal or cost estimate by the Client is sufficient to constitute a valid order. Any verbal agreements must be confirmed in writing by the Agency to be legally binding.
(1) All fees are quoted as net amounts in the currency specified in the proposal, exclusive of any applicable taxes, duties, or levies. As a US entity, the Agency does not collect or remit VAT, GST, or equivalent taxes in foreign jurisdictions. The Client is solely responsible for determining and fulfilling any tax obligations arising from the services under applicable local law, including withholding tax obligations where applicable.
(2) Invoices are due and payable within 7 days of the invoice date without deduction, unless a different payment term is agreed upon in writing in the proposal.
(3) The Agency is entitled to require advance payment of up to 100% of the total project value prior to commencing work. For ongoing projects, interim invoices may be issued at agreed milestones as defined in the proposal. For phased deliveries, the corresponding partial fee is due upon delivery of each completed phase.
(4) Third-party costs including but not limited to licensing fees, stock material, permits, and other project-related expenses may be invoiced separately and in full. Such costs will be communicated in advance where possible and may be required as a full advance payment.
(5) Travel expenses and travel time are charged separately. Travel time is invoiced at 50% of the agreed daily rate unless otherwise agreed in writing.
(6) Unless stated otherwise in the proposal, two rounds of revisions per deliverable are included in the quoted fee. Any additional revision rounds will be charged at the Agency's then-current hourly rate.
(7) If the Client fails to make payment by the due date, the Agency is entitled, following written notice and a grace period of at least 14 days, to suspend all work and restrict access to any completed materials. Late payment interest will accrue at 1.5% per month on outstanding balances, or the maximum rate permitted by applicable law, whichever is lower. The Agency reserves the right to claim further documented damages.
(8) The Agency is entitled to reference the Client and display produced works as part of its portfolio and promotional materials, including online, unless an express written confidentiality agreement provides otherwise.
(1) For contracts covering a defined period, the minimum term stated in the proposal applies, with a minimum of 6 months unless otherwise agreed in writing.
(2) The contract automatically renews for the original term unless either party provides written notice of termination at least 3 months before the end of the current term.
(3) During the first month of the engagement, the Client may terminate with 14 days' written notice if demonstrably dissatisfied with the quality of collaboration. The Client must provide written reasons for the dissatisfaction.
(4) Either party retains the right to terminate for cause. Cause for termination by the Agency includes persistent payment default, material interference with service delivery by the Client, or material misrepresentation by the Client of key project parameters.
(5) All notices of termination must be made in writing.
(1) Upon cancellation of a confirmed project, the Client is obligated to pay cancellation fees according to the following schedule:
(2) Cancellations must be communicated in writing. The relevant date is the date on which the cancellation notice is received by the Agency.
(3) Any third-party costs already incurred and advance payments already made to third parties are reimbursable in full regardless of the cancellation date.
(4) The Agency reserves the right to claim documented lost profit to the extent that the cancellation fees above do not fully cover the Agency's actual loss.
(1) The Agency provides services in the following areas, each subject to individual agreement:
a) Film Production and Branded Content: Development, production, direction, and post-production of documentary films, brand films, explainer videos, commercials, and other professional video and branded content productions.
b) Post-Production: Editing, color grading, audio editing, sound design, and technical post-processing of video material. Post-production services may be provided based on material produced by the Agency or supplied by the Client.
c) YouTube Channel Management and Digital Platform Services: Strategic and operational management of YouTube channels and other digital platform presences, including content planning, video production, SEO optimization, community management, and performance reporting.
d) Web Development, App Development, and AI Solutions: Conception, design, and technical development of websites, web applications, digital tools, and AI-powered solutions including Custom GPTs and automation workflows.
e) Advisory, Coaching, and Mentoring: Strategic advisory services in film production, content strategy, YouTube channel growth, marketing, and digital transformation. One-on-one mentoring and coaching engagements, as well as digital educational products including online courses and programs.
(2) The scope of each engagement is defined by the individual proposal or written project agreement. Services outside the agreed scope will be separately agreed upon and invoiced.
(1) The Agency retains full intellectual property rights in all works, deliverables, concepts, drafts, source files, and materials created in the course of an engagement. Usage rights are licensed to the Client; no ownership or assignment of intellectual property rights occurs unless expressly agreed in writing.
(2) The scope of the usage rights granted (exclusive or non-exclusive, time-limited or perpetual, territorial scope) is governed by the respective project agreement. In the absence of a specific written agreement, a non-exclusive, non-transferable right to use the deliverables for the agreed purpose is granted.
(3) All granted usage rights transfer to the Client only upon receipt of full payment of all outstanding fees. Until full payment is received, all works, drafts, concepts, source files, and deliverables remain the sole property of and under the exclusive control of the Agency. The Client has no right to use, publish, distribute, reproduce, or otherwise exploit any such materials prior to full payment. This principle applies to each individual phase or partial delivery independently. Approval of one deliverable phase does not grant the Client rights to any other phases for which payment remains outstanding.
(4) Deliverables may not be modified, adapted, altered, or repurposed without the Agency's prior written consent. Full or partial imitation is prohibited. In the event of a breach, the Client shall pay liquidated damages equal to 200% of the agreed net fee for the relevant engagement, without prejudice to the Agency's right to claim further documented damages.
(5) The Agency is entitled to display its company name and attribution credit on all productions. Unauthorized removal of the Agency's attribution constitutes a breach, for which liquidated damages equal to 100% of the agreed net fee are due.
(6) Usage rights granted apply solely to the contracting legal or natural person. Use by affiliated companies, for other legal entities, or in markets beyond those agreed requires a separate written license agreement.
(7) The Client is not permitted to use any works, content, concepts, text, images, or other deliverables created by the Agency to train, fine-tune, or improve any artificial intelligence system, large language model, or machine learning system without the Agency's prior express written consent. This restriction applies even after full transfer of usage rights under Clause 7(3).
Any works, concepts, or materials presented by the Agency during the proposal or pre-contract phase may not be used, reproduced, or distributed without the Agency's prior express written consent, regardless of whether a contract is subsequently concluded.
(1) Advisory services provided by the Agency encompass strategic recommendations, frameworks, and actionable options based on the information provided by the Client and the agreed scope of engagement.
(2) The Agency does not guarantee any specific business outcome, revenue target, audience growth figure, market position, or other result. Advisory services are provided as a professional service, not a performance guarantee.
(3) Nothing in the Agency's advisory services constitutes legal, tax, financial, investment, or regulatory advice. The Client is solely responsible for obtaining qualified professional advice in those areas before making any relevant decisions. The Agency shall not be liable for damages arising from the Client's reliance on Agency advice as a substitute for qualified legal, tax, or financial counsel.
(4) The outcomes of advisory recommendations depend materially on the Client's own consistent and thorough implementation. The Agency accepts no liability for absent or reduced results arising from incomplete, delayed, or non-compliant implementation by the Client.
(5) The Client undertakes to provide the Agency with all information required for the delivery of advisory services, completely, truthfully, and in a timely manner. Damages arising from incomplete or inaccurate information provided by the Client are the Client's sole responsibility.
(1) This Section applies to all one-on-one coaching and mentoring engagements, online courses, and other digital educational products offered by the Agency.
(2) These services are provided exclusively to business professionals, entrepreneurs, and self-employed individuals (B2B). No right of withdrawal or cancellation period applies beyond what is expressly stated in the respective agreement.
(3) Access to programs and digital products is personal and non-transferable. Sharing access credentials, content, or materials with third parties without express prior written consent of the Agency is strictly prohibited.
(4) The Agency makes no guarantee of results. Success is substantially dependent on the Client's own initiative, active participation, and willingness to implement. Past results of other participants are not indicative of future results.
(5) All course materials, templates, workbooks, frameworks, and learning content are protected by intellectual property law and remain the property of the Agency. Reproduction, redistribution, or use outside the agreed scope is prohibited. Section 7 applies accordingly.
(6) Where a time-limited access period is agreed, the Agency is under no obligation to extend access beyond that period or to maintain availability of content after expiry, unless expressly agreed otherwise in writing.
(1) Where the Agency delivers post-production services based on materials supplied by the Client (footage, audio files, graphics, documents, etc.), the Client is solely responsible for ensuring that all supplied materials are free from third-party rights and that the Agency is licensed to use them for the agreed purpose.
(2) The Client shall indemnify and hold the Agency harmless from all claims by third parties arising from the use or processing of Client-supplied materials.
(3) The Agency accepts no liability for damages resulting from poor quality, technical errors, format incompatibilities, or incomplete or defective Client-supplied materials. Additional work required due to material deficiencies will be invoiced separately.
(4) Technical specifications (format, resolution, frame rate, codec, etc.) must be agreed in writing before the project commences. Changes to agreed specifications requested by the Client after commencement entitle the Agency to invoice additional fees for the resulting work.
(5) Source files (project files, edit timelines, raw footage, audio sessions) are not included in the standard deliverable scope and will only be handed over against a separately agreed and invoiced fee.
(1) This Section applies to all web development, application development, system integration, digital tooling, and AI solution development engagements, including Custom GPT and automation workflow development.
(2) Each completed phase of development is presented to the Client for written acceptance. The Client has 14 business days from delivery to review and report any defects in writing. If no written objection is received within this period, the relevant phase is deemed accepted as contractually compliant.
(3) Source code, project files, and technical work materials remain the Agency's property until full payment of all outstanding fees has been received. Section 7(3) applies accordingly.
(4) The Agency is not liable for malfunctions, security vulnerabilities, or compatibility issues arising from third-party components, including frameworks, CMS platforms, external APIs, plugins, AI platforms, and hosting services. The Client is solely responsible for the ongoing maintenance and updating of such components following project handover.
(5) Hosting, server infrastructure, domain registration, and ongoing technical maintenance following project handover are not included in the project scope unless expressly agreed in writing.
(6) Changes to the agreed scope of work (change requests) require written approval from the Agency and will be invoiced separately. Verbally agreed additions do not take effect until confirmed in writing by the Agency.
(1) The Agency provides platform services (in particular for YouTube, Instagram, LinkedIn, and comparable platforms) as a service provider. The Agency is not a guarantor of the continued existence, availability, technical functionality, or policy decisions of any third-party platform.
(2) The Agency accepts no liability for platform operator decisions, including but not limited to content removal, channel or account suspension or termination, algorithmic changes, changes to monetization policies or terms of service, or demonetization of individual videos or entire channels.
(3) Audience reach targets, subscriber growth projections, or other performance metrics communicated during the engagement are estimates based on experience and do not constitute guarantees. The Client bears the full risk of platform performance outcomes.
(4) The Client undertakes to provide the Agency with all necessary platform access and permissions required for service delivery, and to ensure that such access remains in place throughout the contract term. Restrictions imposed by the Client that impair service delivery do not release the Client from any payment obligations.
(5) The Client bears sole editorial and legal responsibility for all published content, unless the content was created independently by the Agency and formally accepted by the Client in writing.
(1) The Agency is entitled to use AI-powered production and development tools in the delivery of its services. This includes large language models, generative image and video tools, and automation solutions. The use of such tools is part of the Agency's standard production methodology and does not require separate authorization from the Client.
(2) Intellectual property rights in deliverables created with the assistance of AI tools are governed by Section 7. To the extent that AI-generated elements are protectable by intellectual property law, the same provisions apply accordingly.
(3) The Client is not permitted to use any works, content, concepts, text, images, or other deliverables created or supplied by the Agency to train, fine-tune, or otherwise improve any artificial intelligence system, machine learning model, or similar technology without the Agency's prior express written consent. This restriction applies even following full transfer of usage rights under Section 7(3).
(4) Where the Agency develops AI-powered systems, Custom GPTs, or automation workflows for the Client, the Agency retains all rights to the underlying architecture, prompt structure, system documentation, and design methodology, unless a full intellectual property assignment is expressly agreed in writing. The Client is granted a simple, non-exclusive, non-transferable right to use the delivered solution for the agreed purpose.
(5) The Agency accepts no liability for damages arising from AI-generated content that has been published or deployed by the Client following written acceptance. The Client is responsible for reviewing all delivered content for accuracy, legality, and fitness for purpose before any use or publication.
(1) Timelines are binding only when expressly confirmed in writing by the Agency as such. All other timing indications are non-binding estimates.
(2) Changes to the agreed project scope, or delayed cooperation by the Client, will reasonably extend agreed deadlines. The Agency will communicate resulting timeline adjustments to the Client.
(3) In the event of circumstances beyond the Agency's reasonable control, including acts of God, illness, technical failures of third-party services, government-imposed restrictions, or pandemic-related disruptions, deadlines will be extended by the duration of the disruption. The Agency will notify the Client without undue delay.
(4) Delays caused by the Client's failure to cooperate in a timely manner, including missing approvals, withheld materials, or outstanding feedback, are entirely the Client's responsibility. Additional work arising from such delays will be invoiced separately.
(5) If the Client cancels an agreed shoot or production date for reasons within the Client's control, Section 5 applies accordingly.
(1) The Agency's delivery obligation is fulfilled once deliverables have been made available for download, electronic transmission, or online activation. Further transmission is at the Client's risk. Packaging and shipping costs, where applicable, are borne by the Client.
(2) The Client must review delivered materials within 14 calendar days of delivery and communicate any defects in writing within that period. If no written objection is received within this timeframe, the deliverables are deemed accepted as contractually compliant.
(3) Upon acceptance, the Client assumes full editorial and legal responsibility for the accepted deliverables, including the accuracy of any text, images, or other content included therein.
(4) The Agency does not conduct legal review of created works. Legal review and clearance is solely the Client's responsibility.
(1) The Agency is entitled to engage subcontractors and freelancers to fulfill parts of any engagement, without requiring separate Client approval. The Agency remains responsible to the Client for the contractually compliant delivery of all agreed services.
(2) The Agency is expressly permitted to work for clients in the same or similar industries and product categories. Confidential treatment of the Client's materials and information is ensured at all times.
(1) The Agency will deliver services with reasonable professional skill and care consistent with industry standards.
(2) Defect notices must be submitted in writing within 14 calendar days of delivery or acceptance. After this period, deliverables are deemed accepted as compliant and no further warranty claims may be raised.
(3) To the maximum extent permitted by applicable law, the Agency's total liability to the Client for any claim arising out of or in connection with a specific engagement, whether in contract, tort, or otherwise, is limited to the net fee paid by the Client for that specific engagement.
(4) In no event shall the Agency be liable for any indirect, consequential, or incidental damages, loss of profits, loss of data, or loss of business opportunity, or for damages arising from third-party platform decisions, government actions, or external partner conduct, regardless of whether the Agency has been advised of the possibility of such damages.
(5) Nothing in these Terms limits or excludes liability for personal injury or death caused by the Agency's negligence, or for any other liability that cannot be excluded by applicable law.
(6) The Client warrants that all materials, assets, data, and information supplied to the Agency are free from third-party rights and that the Agency is licensed to use them as required. The Client shall indemnify and hold the Agency harmless from all third-party claims arising from the Agency's use of Client-supplied materials.
(7) The Agency accepts no liability for damages arising from AI-generated content that has been published or otherwise deployed by the Client following written acceptance of the relevant deliverables.
(1) In the event of the Client's payment default, web-based presentations, websites, and web applications may be taken offline or suspended by the Agency following prior written notice. Any costs incurred by the Agency in connection with this process will be communicated to the Client and are borne by the Client.
(2) Domain registration and ongoing content or technology maintenance are only included in the scope of services where expressly agreed in a separate written agreement.
(1) Both parties agree to keep all confidential information of the other party strictly confidential beyond the term of the contract and to protect it from access by third parties. This obligation applies for a period of 3 years following contract termination.
(2) From the date of contract execution, the Agency is entitled to name the Client as a reference client and to use produced works for its own promotional materials, unless an express written confidentiality agreement provides otherwise.
(3) Where the Agency processes personal data on behalf of the Client in the course of service delivery, the parties will enter into a separate data processing agreement as required by applicable data protection law. No transfer of third-party personal data to the Agency shall occur without such an agreement in place.
(4) The Client is solely responsible for ensuring that a lawful basis exists for the transfer of any personal data to the Agency and that the rights of any data subjects are respected. The Client shall indemnify the Agency from all claims by third parties arising from any unlawful transfer of personal data by the Client.
(5) For data processing on the Agency's website, the Agency's Privacy Policy at lionmountainpictures.com/privacy-policy/ applies.
(1) These Terms and all agreements entered into under them are governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive jurisdiction for all disputes arising out of or in connection with these Terms or any agreement concluded under them is the courts of New York County, New York, USA. The Agency additionally retains the right to bring proceedings against the Client in the courts of the Client's place of domicile or business.
(3) Communications and notices between the parties may be exchanged by email unless otherwise specified. Notices of termination, breach, or other legally significant communications from the Client require either a physically signed original or an executed qualified electronic signature to be effective.
(4) The Agency reserves the right to update these Terms. Existing clients will be notified of changes in writing or by email. Changes take effect unless the Client objects in writing within 90 days of receiving notice of the change. The notification will expressly draw attention to this consequence.
(5) If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic intent of the original.
(6) These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior representations, discussions, or understandings. No oral side agreements exist. Amendments and additions require written form. This requirement may not be waived orally.