Terms of Service

01 Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Editaro Media ("Company," "we," "us," or "our"), governing your access to and use of our digital media editing and formatting services. By engaging our services, submitting a project inquiry, making a payment, or otherwise accessing any service we provide, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a business entity, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and the terms "Client," "you," and "your" shall refer to that entity accordingly.

If you do not agree to these Terms, you must not use or access our services. We reserve the right to refuse service to anyone for any reason at any time, at our sole discretion.

These Terms apply to all visitors, clients, and others who access or use our services, including but not limited to visual content refinement, captioning and subtitle formatting, layout-based media adjustments, and multi-format media preparation services.

02 Description of Services

Editaro Media provides professional digital media editing and formatting services to businesses, content creators, educational institutions, and organizations. Our services are strictly editing and formatting-focused in nature and do not include broadcasting, distribution, licensing, or publishing of media content.

Our core service offerings include:

• Visual Content Refinement: Structural editing of raw video materials, including narrative structure improvement, scene sequencing and duration optimization, pacing calibration, and preparation of assets for corporate and digital platforms. This service does not include original content creation.
• Captioning and Subtitle Formatting: Creation and synchronization of subtitles and closed captions for training videos, presentations, corporate content, and other digital media. Services include text insert adaptation for multiple screen formats and delivery of caption files in industry-standard formats including SRT, VTT, and ASS.
• Layout-Based Media Adjustments: Compositional refinement of visual elements within existing media frames, including title and graphic layer positioning correction, safe zone compliance verification, and creation of unified visual templates for content series.
• Multi-Format Media Preparation: Conversion and structured organization of media files for delivery across multiple digital formats, platforms, and systems, including web pages, corporate intranets, presentation systems, and digital content libraries.

Editaro Media does not hold, acquire, or transfer any media rights, broadcasting licenses, distribution rights, or publishing permissions. All source materials remain the property of the Client at all times. We act solely as a professional service provider performing technical editing and formatting tasks as directed by the Client.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice to affected Clients. Service availability may vary based on capacity, geographic considerations, and the nature of the requested work.

03 Service Engagement and Project Scope

All engagements with Editaro Media begin with a formal project inquiry submitted through our website or direct communication channels. Upon receipt of an inquiry, we will review the submitted information and provide a written project proposal outlining the scope of work, deliverable specifications, timeline, and associated fees.

A service engagement is formally initiated only when:

1. The Client has received and reviewed our written project proposal;
2. The Client has provided written acceptance of the proposal terms;
3. Any required deposit or advance payment has been received and cleared;
4. The Client has delivered complete and usable source materials as specified in the proposal.

Any changes to the agreed-upon scope of work must be submitted in writing and may result in adjustments to the project timeline and fees. We will notify the Client of any scope change implications before proceeding with additional work beyond the original agreement.

Rush processing services may be available at an additional fee, subject to our current capacity and scheduling. Rush availability cannot be guaranteed and will be confirmed at the time of project intake. Standard turnaround times apply unless a rush arrangement is explicitly confirmed in writing by both parties.

Editaro Media makes reasonable efforts to meet all agreed-upon delivery timelines. However, delivery timelines are contingent upon the Client's timely provision of complete, organized, and accessible source materials. Delays caused by incomplete submissions, late material delivery, or extended Client review periods shall not constitute a breach of our service obligations.

04 Fees, Payment, and Invoicing

Service fees are established in the written project proposal provided to the Client prior to engagement commencement. All fees are denominated in United States Dollars (USD). Published rates on our website represent starting prices and may vary based on project complexity, duration, source material quality, format requirements, and turnaround time.

Payment terms are as follows:

• Projects under $500 USD: Full payment required prior to commencement of work.
• Projects between $500 and $2,000 USD: A deposit of fifty percent (50%) is required prior to commencement, with the remaining balance due upon delivery of draft deliverables.
• Projects exceeding $2,000 USD: Payment schedule to be defined in the project proposal, typically structured as a milestone-based payment plan.
• Ongoing retainer arrangements: Subject to individually negotiated terms confirmed in a separate written retainer agreement.

All invoices are payable within fourteen (14) calendar days of the invoice date unless alternative terms are specified in writing. Late payments are subject to a monthly interest charge of one and one-half percent (1.5%) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

Editaro Media reserves the right to suspend work on any project where payment is overdue by more than seven (7) calendar days. Final deliverables will not be released until all outstanding balances are paid in full. We are not liable for any delays to a Client's production schedule or business operations resulting from payment-related work suspensions.

Clients are responsible for all applicable taxes, duties, and similar charges arising from our services, with the exception of taxes assessed on our company's income. If you are a tax-exempt organization, you must provide valid tax exemption documentation at the time of engagement.

05 Client Responsibilities

By engaging Editaro Media's services, the Client accepts the following responsibilities and obligations:

• Source Material Ownership and Rights: You represent and warrant that you own or have obtained all necessary rights, licenses, permissions, and consents required to provide source materials to us for editing and formatting purposes. You assume full legal responsibility for the ownership and licensing of all materials submitted.
• Material Quality: You are responsible for ensuring that source materials submitted are of sufficient technical quality to permit the requested editing work. We will notify you if submitted materials do not meet minimum technical requirements, but we are not responsible for quality limitations inherent in inadequate source files.
• Timely Communication: You are expected to respond to project-related inquiries and review requests within a reasonable timeframe, generally defined as five (5) business days. Extended periods of non-response may result in project timeline adjustments.
• Accurate Brief: You are responsible for providing accurate, complete, and detailed project briefs. Changes to requirements after work has commenced may result in additional fees and timeline adjustments.
• Legal Compliance: You are responsible for ensuring that the content of submitted materials complies with all applicable laws, regulations, and platform guidelines, including copyright law, privacy regulations, and content standards. Editaro Media does not verify the legal compliance of source materials and shall have no liability for content that violates any law or regulation.
• Review and Approval: You are responsible for thoroughly reviewing all delivered draft files and providing specific, actionable feedback within the agreed review period. Approval of deliverables by the Client constitutes acceptance of the work product.

06 Intellectual Property Rights

All source materials, raw files, and original content provided by the Client remain the exclusive intellectual property of the Client at all times. Editaro Media acquires no ownership rights, title, or interest in any source materials through the performance of our services.

Upon receipt of full payment for services rendered, Editaro Media assigns to the Client all rights in the edited and formatted deliverables produced specifically for that engagement. Until full payment is received, Editaro Media retains all rights in all work product, including draft and intermediate deliverables.

Editaro Media retains the right to use general skills, techniques, methodologies, and non-proprietary knowledge acquired in the performance of services for any future purpose. We do not retain any specific Client content, proprietary information, or identifiable assets for future use.

Editaro Media may use anonymized, non-identifiable descriptions of completed project types, general service categories performed, and technical methodologies applied for the purpose of promoting our services, unless the Client has requested confidentiality in writing. We will never identify a Client by name or share specific deliverables or source materials without explicit written consent.

Any pre-existing intellectual property owned by Editaro Media that is incorporated into deliverables, including but not limited to templates, workflows, or technical processes, remains the property of Editaro Media. The Client receives a non-exclusive, non-transferable license to use such pre-existing elements as incorporated into the final deliverables.

07 Confidentiality

Editaro Media understands that Clients may share sensitive business information, unreleased content, proprietary data, and confidential materials in the course of our work together. We treat all Client materials and project information with strict confidentiality and professional discretion.

We will not disclose, share, publish, distribute, or otherwise make available any Client source materials, project briefs, business information, or deliverables to any third party except:

• As necessary to perform the contracted services using trusted professional tools and platforms;
• As required by applicable law, court order, or governmental authority;
• With the explicit prior written consent of the Client.

Any third-party contractors or tools engaged by Editaro Media in the performance of services are subject to confidentiality obligations consistent with those described herein. We take reasonable steps to vet all service providers and tools for security and confidentiality practices.

For projects requiring a formal Non-Disclosure Agreement, Clients may request one prior to sharing any sensitive materials. We are prepared to execute project-specific NDAs upon written request.

Our confidentiality obligations survive the termination of any service engagement and continue indefinitely unless the relevant information enters the public domain through no fault of Editaro Media.

08 Disclaimer of Warranties

Editaro Media provides all services on an "as is" and "as available" basis. While we take professional care in the performance of all editing and formatting work, we make no representations or warranties of any kind, express or implied, regarding:

• The suitability of deliverables for any particular purpose beyond those specified in the project scope;
• The performance, engagement, or reception of edited content by any specific audience;
• Compatibility of delivered files with any specific software, platform, or system not specified in the project scope;
• The accuracy, completeness, or currency of any caption or subtitle text derived from Client-provided audio;
• The availability or uninterrupted operation of our services at any given time.

We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, or non-infringement to the maximum extent permitted by applicable law. This disclaimer does not affect any statutory rights you may have as a consumer under applicable law.

09 Limitation of Liability

To the fullest extent permitted by applicable law, Editaro Media's total liability to any Client for any claim arising out of or relating to these Terms or our services shall not exceed the total fees paid by that Client for the specific project giving rise to the claim during the twelve (12) months preceding the claim.

In no event shall Editaro Media be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, lost business opportunities, loss of data, business interruption, or reputational harm, even if we have been advised of the possibility of such damages.

These limitations apply regardless of the theory of liability, whether based in contract, tort, strict liability, or otherwise, and shall survive any failure of the essential purpose of any limited remedy.

10 Indemnification

You agree to defend, indemnify, and hold harmless Editaro Media and its owners, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your breach of any representation, warranty, or obligation under these Terms;
• Your violation of any applicable law, regulation, or third-party right;
• The content of source materials you provide, including any claims of copyright infringement, defamation, privacy violation, or other legal claims related to your content;
• Your unauthorized use of our deliverables in ways not contemplated by the agreed project scope.

11 Termination

Either party may terminate a service engagement with written notice if the other party materially breaches these Terms and fails to cure such breach within ten (10) business days of receiving written notice specifying the breach.

Editaro Media reserves the right to terminate any engagement immediately and without prior notice if a Client submits materials that are illegal, infringe third-party rights, contain malicious content, or otherwise violate applicable law or these Terms.

Upon termination by the Client without cause after work has commenced, the Client shall pay for all work completed up to the date of termination at the rates specified in the project proposal. Any advance payments for work not yet commenced will be refunded in accordance with our Refund Policy.

Upon termination, all deliverables produced up to that point remain subject to full payment before release. Neither party shall have any further obligation to the other except those that explicitly survive termination under these Terms.

12 Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to them or our services shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States of America, without regard to its conflict of law provisions.

Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation. If direct negotiation fails to resolve the dispute within thirty (30) days, either party may pursue available legal remedies.

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Kenton County, Kentucky, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

13 Modifications to Terms

Editaro Media reserves the right to modify these Terms at any time. We will provide reasonable notice of material changes by updating the "Effective Date" at the top of this document and, where feasible, by notifying active Clients via the email address on file.

Your continued engagement of our services after any modification constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of our services. Changes will not apply retroactively to ongoing projects that were initiated prior to the modification date.

14 Severability and Entire Agreement

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect.

These Terms, together with any written project proposal or agreement accepted by both parties, constitute the entire agreement between you and Editaro Media with respect to our services and supersede all prior agreements, representations, and understandings of any kind between the parties.

No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of Editaro Media. No waiver shall be deemed a continuing waiver unless explicitly stated to be so.