terms of service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING THE SERVICE, YOU AGREE TO THESE TERMS OF SERVICE. If you do not agree, please do not use the service.

These Terms of Service (this “Agreement”) constitute a binding agreement between JOHN KENT dba sflocations, a Sole Propriator (“Provider”) and each customer of Provider’s location scout, permit assistance, filepull and producer service (“Client”).

Definitions

“Client(s)” “Client(s)” means any individual or entity using sflocations Services. If you use sflocations Services on behalf of another person or entity, you represent and warrant that you’re authorized to accept the Agreement on that person’s or entity’s behalf, that by using sflocations Services you’re accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity agree to be responsible to sflocations.

“Service” refers to Provider’s location scout, permit assistance, filepull and producer services. Each Service includes such features as are set forth on Provider’s website (sflocations.com). Such features may change from time to time, in Provider’s sole discretion.

“In Writing” refers to written communication between Client and Provider in the form of an “email”.

“Privacy Policy” refers to Provider’s privacy policy, posted at sflocations.com/privacy-policy/ , which may change from time to time.

“Data Policy” refers to Provider’s standard data deletion policy as stated in privacy policy sflocations.com/privacy-policy/, which may change from time to time.

“Effective Date” refers to the date of commencement of the Service as agreed upon by Provider and Client via email.

“Materials” refers to written and graphical content provided by or through the Service, including, without limitation, text, forms, photographs, illustrations, and designs, whether provided by Provider, another customer of the Service, or any other third party.

“Recipient Data” refers to data in electronic form that is input or collected through the Service by or from Client.

“Exspense(s)” refer to all travel related exspense(s) outside Northern California. For the Producer service exspense(s) refer to all exspenses anywere.

Legal use of locations

Permits: You Need a Permit

All locations found through or provided by sflocations service(s) must have legally approved permits from the proper jurisdictions before any work commences at such location.
All permit fees and insurance is the sole responsibility of the Client.
In the case of private properties, written permission with all insurances and fees are the responsability of the Client.
sflocations offers no warranty or assumes liability for any locations as represented in sections 6 and 7 in this agreement.
Location information are PROVIDED “AS IS” AND AS AVAILABLE with No Warrenty of any sort.

service and payment

Service: Provider will provide the Service to Client pursuant to written agreement between Provider and Client. Provider may change, discontinue or impose conditions on any Service at discretion of Provider.

Payment:

Payment is processed on the Stripe Platform, unless an agreed upon alternative in writing occurs before service starts.

The applicable fees for the Service will be specified during the estimating process (the “Fees”).
Fees for one-day Services will be due in advance of such Service.
Fees for multi day location scout projects will be charged 50% of estimate in advance of the start date with balance due within 24hrs of last day of service provided. Any estimated travel expense outside of Northern California will be paid in advance of 1st day of of location scout Service.
For the Producer service, all estimated fees and esteimated expences are due before production starts.
Client will pay by debit card (ACH) or wire transfer for location scouting and by wire transfer only for the Producer Service.
Client authorizes Provider to store Client’s card information and charge Client for Service fees.
Client acknowledges Fees and expense associated with the Service are non-refundable.
Payment processor of record is Stripe
Stripe Privacy Policy

Changes to Fees

Change to Agreement of any kind may constitute change of Fees and Exspence(s):
Provider reserves the right to modify the Fees and Exspense(s) at any time upon notice from Client of changes of any kind (provided that prior notice will not be required if pricing increases are due to domestic rate changes or other events beyond Provider’s control), and such changes or modifications may be provided by an email message to Client, or in such other form of communication as may be designated by Provider.

materials, software and intelectual property

Materials: Client recognizes and agrees that: (i) the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) Client does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Client’s use of the Service.

Software and Intelectual Property: Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service. This Agreement does not grant Client any intellectual property rights in or to the Service or any of its components and content.

Each Party’s Representations and Warranties

Client’s Representations: Client represents: (i) it will be responsible for compliance with this Agreement; (ii) it has accurately identified itself through written communication and will maintain the accuracy of such identification; (iii) it will not make the Service available to unauthorized users; (iv) its use of the Service will comply with applicable laws, rules and regulations and (v) it will not sell, lease, license or sublicense the Service; (vi) it will not use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) it will not interfere with or disrupt the integrity of performance of the Service or third-party data contained therein; or (vii) it will not attempt to gain unauthorized access to the Service or their related systems or networks.

Right to Do Business: Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement.

DISCLAIMERS: EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION 6, THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (I) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND client AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; (II) PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR IMMATERIAL INTERRUPTION; (III) PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL CONFORM TO client’s LEGAL NEEDS AND/OR LAWS, RULES AND REGULATIONS APPLICABLE TO client; AND (IV) PROVIDER IS NOT ACTING AS client’s representative unless agreed upon in wrting.

Limitation of Liability: IN NO EVENT: (A) WILL PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $100 USD; AND (B) WILL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 7 APPLY: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (III) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF client’s REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 7, Provider’s liability will be limited to $100 USD.

Indemnification: client agrees to defend, indemnify and hold Provider, its parent, officers, directors, employees, licensees, assigns, and affiliates harmless from and against all claims, losses, liability, costs and expenses (including reasonable attorneys’ fees) arising from client”s use of the Service(s).

Confidentiality

Definition of Confidential Information: As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. client’s Confidential Information shall include client Data; Provider’s Confidential Information shall include the Service and the terms and conditions of this Agreement. However, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information: The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall: (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

Client’s Rights: client possesses and retains all right, title, and interest in and to Data collected by provider, and Provider’s use and possession thereof is solely to provide and maintain the Service until 30 days after complition of providers services.

Retention & Deletion: Provider will retain all collected Data until erased pursuant written agreement between client and provider, otherwise, 30 days after completion of providers service(s) .

Term and Termination

Term: This Agreement commences on the date Recipient accepts this Agreement and continues until the Service dates agreed upon by both parties are completed or been terminated.

Termination for Cause: Either party may terminate this Agreement for material breach by written notice, effective immediatly, unless the other party first cures such breach and provides notice to the other party.

Effects of Termination: The following provisions will survive termination of this Agreement: (i) any obligation of Client to pay for Service rendered before termination; (ii) Sections 4 (Materials, Software & Intellectual Property), 5(b) (Privacy Policy), 6(c) (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), and 9 (Confidentiality) of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.

Dispute Resolution

History: sflocations have never had to use the arbitration dispute resolution process to resolve differences.

Arbitration: sflocations believe we will be able to resolve most disputes or issues you may have using our sites and services. In the unlikely event we are not able to resolve a dispute or issue, we prefer to specify now what each of us should expect in order to avoid any confusion later. Accordingly, you agree to the following resolution process.

Discuss First: Since sflocations always prefer to find ways to satisfy you as quickly and efficiently as possible, before initiating any arbitration proceeding, you agree to first discuss the matter informally with us for at least 30 days. To do that, please send your full name and contact information, your concern and your proposed solution by email to me at: , Attn: Legal Department.

Choice of Law and Jurisdiction: This Agreement will be governed solely by the internal laws of the state of California, without reference to its conflict of law rules.

Unable to Agree: If we are unable to mutually agree upon a resolution after the 30-day period, you agree that any claim you may have against sflocations regarding these Terms of Use or sflocations sites and services will be resolved through binding arbitration administered by JAMS and governed by the then current JAMS Streamlined Arbitration Rules and Procedures. It is important to sflocations that we address any issues you might have promptly. To help sflocations do that, you agree to begin any arbitration within one year after your claim arose; otherwise, your claim is waived.

Prefered: sflocations prefers to resolve our issues with you directly and, accordingly, you agree to arbitrate with sflocations only in your individual capacity, not as a representative or member of a class. As such, your claims may not be joined with any other claims and there will be no authority for any dispute to be arbitrated on a class-action basis or brought by a purported class representative.

Agree to: You agree that arbitration will be exclusively held in San Francisco County, California and that each party will be responsible for its own costs, including paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. In order to select an arbitrator, each party agrees to provide a list of two available arbitrators that have experience with the subject matter. Each party may strike one of the names on the other party’s list. The parties will select an arbitrator out of the remaining two arbitrator names. If the parties cannot mutually agree on one arbitrator, JAMS will choose the arbitrator randomly from the two remaining arbitrators. It is important that you understand that the arbitrator’s decision will be binding and may be entered as a judgment in any court of competent jurisdiction. If you’re not sure what all of this means, of course please feel free to ask an attorney.

Miscellaneous

Notices: Provider may send notices pursuant to this Agreement to Client’s contacts listed in Client’s email communication, and such notices will be deemed received two (2) days after they are sent. Client may send written notices pursuant to this Agreement to John Kent dba sflocations, Subject: Legal Affairs, , and such notices will be deemed received two (2) days after they are sent.

Amendment: Provider may amend this Agreement (including the Privacy Policy) from time to time by posting an amended version at its website. Recipient’s continued use of the Service following the effective date of an amendment will confirm Client’s consent thereto. This Agreement may not be amended in any other way.

Independent Contractors: The parties are independent contractors.
Neither party is the agent of the other and neither may bind the other in any way.
No Waiver.
Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

Force Majeure: To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.

Assignment and Successors: Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that Provider may assign this Agreement in connection with a sale or merger without the consent of Client This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.