Video Production Addendum to the Standard Order Terms and Conditions
This Video Production Addendum to the Standard Order Terms and Conditions (“Addendum”) supplements and forms part of the Standard Order Terms and Conditions (the “Terms”) between CSC Holdings, Inc. and/or one of its affiliates (including Juice Media, Inc. and Optimum Media, LLC) (collectively, “Optimum”), on the one hand, and the Advertiser and/or Agency (collectively, “Client”), on the other hand, under the applicable Order when Optimum provides standard video and content production services in connection with Campaigns (defined below). In the event of any conflict between this Addendum and the Terms, this Addendum shall control with respect to the subject matter herein.
This Addendum applies to all video and content production services performed by Optimum for or on behalf of Client, including editing, modifying, or adapting content originally created by third parties, and regardless of whether an Order has been executed. Client's engagement with Optimum regarding production services, including requesting proposals, concepts, or preliminary work, constitutes Client's acceptance of and agreement to be bound by the terms of this Addendum.
For clarity, Optimum reserves the right, at its sole discretion, to require separate and more comprehensive documentation governing provision of more substantive production services (e.g., large-scale or custom-branded content initiatives).
1. Definitions. Capitalized terms used but not defined in this Addendum have the meanings given in the Terms.
As used in this Addendum:
1.1. “Campaign(s)” means the specific advertising campaign(s) identified in the applicable Order, as planned, managed, and/or executed by Optimum.
1.2. “Final Deliverables” means only the specific files or works expressly identified by Optimum as final, approved outputs and actually delivered to Client under an Order. For clarity, Final Deliverables constitute a subset of the Produced Content.
1.3. “Produced Content” means any and all content and materials created, conceived, developed, captured, recorded, produced, edited, modified, or otherwise generated by or on behalf of Optimum, in whole or in part, at the request of, for the benefit of, or relating in any way to a Client, its affiliates, any third party represented by Client, or any of their respective brands, in any manner, regardless of the circumstances of creation, Client involvement, or whether specifically requested. Produced Content expressly includes all production elements such as raw footage, b-roll, outtakes, working files, source materials, concepts, treatments, scripts, storyboards, methodologies, templates, designs, graphics, animations, sound recordings, music beds, voiceovers, data-driven creative, edits, derivative works, and any other tangible or intangible work product, in any form or format, whether or not delivered to Client and whether now known or hereafter devised. For clarity, Produced Content also encompasses any inspiration, derivative ideas, or developments arising from or related to the work, whether or not reduced to tangible form, including brainstorms, creative discussions, pitch materials, outlines, and mood boards, even if such materials are not ultimately executed or delivered. When Optimum edits, modifies, or adapts content originally created by Client and/or a third party at Client's request, (a) such underlying third-party content shall be deemed Advertiser Materials for purposes of this Addendum and the Terms, and (b) all edits, modifications, adaptations, cuts, enhancements, and derivative works created by Optimum shall constitute Produced Content owned exclusively by Optimum.
2. Ownership and Licensing of Produced Content and Final Deliverables.
2.1. Optimum Ownership. As between Optimum and Client, Optimum exclusively owns and retains all right, title, and interest in and to all Produced Content (including Final Deliverables), excluding only Advertiser Materials. For clarity, when Optimum edits or modifies Advertiser Materials or third-party content, Optimum owns all such edits, modifications, and derivative works as Produced Content. Optimum may, in its sole discretion, provide Client with watermarked or unwatermarked versions of Final Deliverables, and Client may use such versions only as specifically authorized by Optimum in writing (email sufficient) and in accordance with this Addendum. Produced Content is not and shall not be deemed a “work made for hire” under any circumstances. If Client acquires or is deemed to have any rights in the Produced Content, Client irrevocably assigns all such rights to Optimum, including all intellectual property rights, without further action required. Client agrees to execute any and all documents reasonably requested by Optimum to perfect, evidence, or enforce Optimum's ownership rights in the Produced Content, including assignments, declarations, and registrations. If Client fails to execute any such document within five (5) business days of Optimum's written request (email sufficient), Client hereby irrevocably appoints Optimum and its designees as Client's attorney-in-fact, with full power of substitution, to execute and file such documents on Client's behalf. This power of attorney is coupled with an interest and shall survive Client's dissolution, bankruptcy, or incapacity. Client agrees not to assert or claim any interest in, or do anything that may adversely affect the validity or enforceability of, any intellectual property or other proprietary right belonging to Optimum. Optimum's ownership rights in Produced Content shall remain absolute, and it may use Produced Content, including Final Deliverables, in connection with its business activities. To the fullest extent permitted by law, Client waives any moral rights it may have in the Produced Content or Final Deliverables.
2.2. Advertiser Materials License. As between the Parties, Client retains ownership of Advertiser Materials. When Advertiser Materials are incorporated into Produced Content, Client grants Optimum a perpetual, worldwide, irrevocable, royalty-free license (including the unlimited right to sublicense) to use such materials as integrated in the Produced Content and for Optimum's marketing and promotional purposes. This license survives expiration or termination of the applicable Order or Agreement. For clarity, Optimum has no obligation whatsoever to remove or strip Advertiser Materials from Produced Content at any time (including post-term) and retains discretion to remove, replace, or edit them in connection with any reuse or adaptation of the Produced Content.
2.3. Client Review and Approval. Client shall review all Final Deliverables and provide written approval or specific written comments within five (5) business days (or such shorter or longer period as Optimum may agree in writing) of delivery. Client's failure to provide written comments within such period shall constitute Client's full review, approval, and irrevocable acceptance of Final Deliverables. Client may not unreasonably reject Final Deliverables. Client acknowledges that Final Deliverables meeting the specifications in the applicable Order constitute acceptable performance, and any revisions beyond such specifications are subject to Optimum's approval and additional fees. For clarity, Optimum has no obligation to fact-check, verify, clear, or ensure compliance with Laws or third-party rights. Client's warranties under the Terms apply in full to all approved Final Deliverables.
2.4. License and Usage. Subject to full payment by Client of all amounts due to Optimum and Client’s compliance with the Terms (including this Addendum), Optimum grants Client a limited, non-exclusive, non-sublicensable, non-transferable license to display and distribute the Final Deliverables solely in connection with Campaigns, and only for the Campaign and the term specified in the applicable Order. This Campaign license applies to Final Deliverables as delivered by Optimum for Campaign use; any separate permissions under Section 2.6 or Section 2.7 are governed thereunder. No implied rights or licenses are granted; all rights not expressly granted are reserved by Optimum. Any other use requires Optimum's prior written consent, which may be granted or withheld in Optimum's sole discretion. For clarity, no rights or licenses are granted in any other Produced Content. This license is revocable upon breach and automatically terminates upon expiration or earlier termination of the applicable Campaign, unless expressly renewed in writing by Optimum. Client has no right to archive, reuse, repurpose, re-edit, or re-post Final Deliverables following expiration, or to use any portion of the Final Deliverables for any other campaign, platform, or purpose. Client acknowledges and agrees that it will not receive access to, and may not use or disclose, any raw footage, working files, b-roll, or other production elements not expressly delivered. If Client breaches any agreement it has with Optimum, including the applicable Order, and such breach remains uncured in accordance with any applicable cure periods set forth in such agreement, Optimum may revoke and terminate this license immediately upon written notice.
2.5. Value of Ownership. Production services may be provided as value-added services in connection with media purchases or, if separately priced, at fair-market or below-market rates reflecting Optimum’s integrated service model. The Parties acknowledge that Optimum’s retained ownership of the Produced Content supports this pricing and overall value exchange. In the event of any breach of this Addendum, Client shall immediately compensate Optimum for the full fair-market value of exclusive commercial rights to the Produced Content (regardless of the original pricing model), determined by reference to comparable production and licensing transactions in the relevant market. The Parties further acknowledge that such fair-market value would be difficult or impossible to ascertain precisely, and that this provision therefore constitutes a reasonable estimate of Optimum’s anticipated actual damages and does not constitute a penalty. Such damages are in addition to, and not in limitation of, any other rights, remedies, or relief available to Optimum at law or in equity.
2.6. Limited Organic Social Media License Process. Optimum may, in its sole and absolute discretion, grant Client written permission (email sufficient) to post watermarked versions of Final Deliverables on Client's owned-and-operated websites or organic social media channels. Client may request such permission by specifying: (a) the specific Final Deliverable; (b) intended platforms; (c) proposed duration; and (d) proposed attribution language.
Any permission granted by Optimum: (a) applies only to versions bearing Optimum's watermark or other identifying marks as determined by Optimum; (b) may be revoked by Optimum at any time for any reason upon written notice (email sufficient), whereupon Client shall immediately remove all such content; (c) does not authorize Client to use the Final Deliverables in any paid advertising, promoted posts, boosted content, sponsored placements, or paid social media campaigns, whether executed by Client or third parties; (d) may include such additional conditions, limitations, attribution requirements, usage restrictions, or other terms as Optimum specifies in its sole discretion; and (e) does not grant Client any ownership rights or constitute a waiver of any other terms of this Addendum.
2.7. Third-Party Platform Distribution via Optimum. Distribution of Final Deliverables to other MVPDs, inventory sources, advertising platforms, or distribution channels outside Optimum's footprint or direct control is permitted only if: (a) Optimum performs all uploading, trafficking, and technical execution of the Final Deliverable; (b) Client provides Optimum with all necessary access credentials, platform specifications, and technical requirements; (c) Client pays Optimum's then-current trafficking and distribution fees as set forth in a separate Order or written agreement (email sufficient); (d) Client acknowledges that Optimum makes no representations or warranties regarding third-party platform performance, compatibility, or acceptance of content; and (e) all content distributed through this process remains subject to all other terms of this Addendum, including Optimum's ownership rights and Client's usage restrictions. Optimum may revoke this permission and require Client to cease all such distribution immediately upon written notice (email sufficient) for any reason, including breach, nonpayment, or exercise of Optimum's discretion.
2.8. Additional Licensing Opportunities. Client may request additional rights beyond those set forth in Sections 2.6 and 2.7. All such requests are subject to Optimum's sole discretion and, if approved, shall require additional written terms, including additional fees, time restrictions, territorial limitations, and usage caps.
2.9. License Terms. Optimum may, in its sole discretion, grant a license pursuant to a separate written agreement for a license fee determined by Optimum, provided that, at a minimum: (a) the content is not used in connection with paid advertising, promoted posts, boosted content, sponsored placements, third-party linking, tagging, referencing, clickable links, redirects, or external referral traffic; (b) all use includes clear attribution to Optimum in the form specified by Optimum; (c) the license is revocable at will and shall automatically terminate upon any violation; (d) any violation constitutes a material breach; and (e) in the event of breach, licensee shall pay liquidated damages equal to the fair market value of exclusive content rights.
2.10. Monitoring and Enforcement. Optimum reserves the right, but expressly disclaims any responsibility with respect to, to monitor Client's use of Final Deliverables through automated tools, third-party services, or other reasonable means. Client agrees to cooperate with such monitoring and to provide access credentials, analytics data, or other information reasonably requested by Optimum to verify compliance. Optimum may engage third-party monitoring services and Client waives any claims related to such monitoring activities. Client shall ensure that any authorized use of Final Deliverables complies with the terms of service of third-party platforms (social media, advertising networks, etc.). Optimum may audit Client’s records related to the use of Final Deliverables upon reasonable notice to confirm compliance with this Addendum. If any audit reveals a breach or unauthorized use, Client shall pay all costs incurred by Optimum in conducting the audit, including reasonable attorneys' fees, in addition to any other remedies available to Optimum.
2.11. Performance Data Rights. All data, analytics, performance metrics, and insights generated from or relating to Produced Content shall be Optimum's exclusive property. This includes engagement rates, conversion data, audience insights, and campaign performance metrics. All such data, methodologies, and audience insights constitute Optimum’s confidential and proprietary trade secrets. Client shall not disclose, copy, decompile, or reverse engineer any such data or methodologies. High-level campaign summaries may, in Optimum’s sole discretion, be provided solely for marketing-effectiveness purposes, in Optimum’s form and format, and may be withdrawn at any time. Client has no right to receive any underlying data, raw metrics, or methodologies. Such information shall also be deemed Confidential Information under the Terms.
2.12. Revisions and Modifications. Any request by Client for modifications, edits, or revisions to any Produced Content (including previously delivered Final Deliverables) shall be subject to Optimum's approval and availability in its sole discretion. All revised content shall constitute Produced Content hereunder, and Optimum shall retain exclusive ownership. Any permissions previously granted for the original content do not automatically extend to revised content unless expressly confirmed by Optimum in writing (email sufficient). Revised content is subject to separate approval, fees determined by Optimum, and all terms of this Addendum. Requests must be made in writing, and Optimum shall have no obligation to retain project files beyond 30 days after delivery unless otherwise agreed.
2.13. Revocation Rights. Optimum may revoke any license or permission granted under this Addendum immediately at any time upon written notice (email sufficient) for any reason in its sole discretion, including for: (a) breach, (b) nonpayment, (c) insolvency or bankruptcy proceedings involving Client, (d) any material adverse change in Client's business or financial condition, (e) any governmental, regulatory, or legal inquiry or proceeding affecting the Produced Content (including Final Deliverable) or Client's use thereof, or (f) any circumstance in which Optimum reasonably believes Client's use of the Produced Content (including Final Deliverables) creates legal or reputational risk. Upon revocation, Client shall immediately cease all use, remove all content from Client's systems and third-party platforms, and certify such removal in writing within three (3) business days.
3. Third-Party Production. When Optimum engages third-party vendors, contractors, or production companies (whether at Client's request or Optimum's discretion) to create any content or materials in connection with Client's engagement, the following shall apply:
3.1. All such third-party created content shall be deemed "Produced Content" hereunder, regardless of the contracting structure.
3.2. To the extent any third party retains rights that prevent Optimum’s full ownership, Client acknowledges that its rights, if any, in such content shall be no greater than the rights acquired by Optimum, and Client waives any claim for additional rights or remedies.
3.3. Client shall not directly engage, contract with, or attempt to obtain rights from any third party introduced by or working on Optimum’s campaigns without Optimum’s prior written consent.
3.4. If Client requests specific third-party vendors, Optimum’s agreement thereto, if any, shall not in any manner alter Optimum’s ownership rights in the resulting Produced Content.
4. Remedies. Client acknowledges that breach of this Addendum would cause irreparable harm to Optimum. In addition to monetary damages, notwithstanding anything to the contrary, Optimum is entitled to immediate injunctive relief (without the requirement of posting a bond or proving damages), recovery of all profits or benefits derived from any unauthorized use, return or destruction of infringing copies, reimbursement of attorneys’ fees and costs, ongoing royalties at three times Optimum’s standard licensing rates for continued unauthorized use, and the right to notify Client’s partners, vendors, or platforms of the breach and demand cessation. Optimum may also pursue self-help remedies, including submitting takedown notices pursuant to the Digital Millennium Copyright Act (DMCA), filing complaints with third-party platforms, and taking other actions to enforce its intellectual property rights, all without prior notice to Client. Client expressly agrees not to oppose, contest, or delay any application by Optimum for injunctive relief or any self-help remedy in connection with a breach or threatened breach of this Addendum. Client shall not circumvent Optimum by directly engaging vendors, contractors, or freelancers introduced in connection with the Produced Content or Final Deliverables. The remedies provided in this Addendum are cumulative and not exclusive of any other rights, remedies, or powers to which Optimum may be entitled under the Terms, at law, or in equity.
5. Fees. Production fees may be standalone, bundled within Campaign fees, or offered as value-added services. Once assets are finalized, fees are non-refundable. Client acknowledges that all production-related deliverables and services, including roadblocks, time-based buys, share-of-voice buys, content production, product integrations, and sponsorships, are cancellable by Client solely as a result of Optimum's material and uncured breach of its obligations under this Addendum or the applicable Order. Client further acknowledges that, in any event, any discounted rates previously applied will not apply to campaigns that include canceled buys; instead, short rates will be applied based on Optimum's then-current standard rate card for the related inventory and services. This rate adjustment shall apply regardless of the reason for cancellation and is in addition to any other remedies or obligations set forth herein. Unless otherwise stated in the applicable Order, production-related invoices are payable in accordance with the payment terms set forth in the Terms. All production-related fees are deemed earned upon commencement of production services.
6. Representations and Warranties. Each Party represents and warrants it has full right and authority to enter into and perform this Addendum. Client further represents and warrants that: (a) Client has obtained, or will obtain, all rights, licenses, consents, and permissions for any Advertiser Materials and any third-party elements that Client requires to be included in the Produced Content (including talent/likeness, music, trademarks, and locations); and (b) Client’s approval of Final Deliverables constitutes Client’s warranty that the approved content is accurate and compliant with applicable Laws and does not infringe third-party rights.
7. Indemnification. Without limiting any provision of the Terms, Client shall indemnify, defend, and hold harmless Optimum and its affiliates and its and their respective representatives and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Final Deliverables; (b) Advertiser Materials and any third-party elements Client requires to be included in the Produced Content; (c) Client’s actual or alleged breach of this Addendum, including Section 8; and (d) any legal, regulatory, or third-party platform inquiry, investigation, proceeding, or dispute relating to the Produced Content. Client shall cooperate fully and immediately with Optimum in responding to and defending any such matter, including by providing documents, testimony, and assistance as requested by Optimum.
8. On-Premises Production; Releases and Clearances.
8.1. Responsibilities and Conditions. Client shall (a) obtain and maintain all rights, permissions, releases, licenses, permits, certificates, and approvals necessary for Optimum to lawfully perform production services at each location (“Location”); (b) ensure that all individuals whose image, voice, or other indicia of identity may be captured (collectively, “Participants”) have executed appropriate appearance releases; (c) remove or cover any unlicensed third-party intellectual property (including artwork, photos, brand marks, product packaging, trade dress, and screen content) not cleared for use in Produced Content; (d) ensure that no unlicensed music is audible during recording; and (e) ensure each Location is safe and compliant with applicable health, safety, and fire codes. Optimum may request copies (electronic or hard-copy) of any such documentation, and Client shall provide them promptly and in no event later than three (3) business days after such request. For clarity, Optimum has no obligation to request, obtain, review, approve, or verify any documentation required by this Section 8, and any request for or review of such materials shall not create any duty or liability on Optimum's part or limit Client's responsibilities hereunder.
8.2. Client Representations and Warranties. Client represents, warrants, and covenants that: (a) it has complied and will continue to comply with the requirements of Section 8.1; (b) all required disclosures and notices to Participants have been made in full compliance with applicable Laws, including privacy, publicity, and data-protection laws; and (c) any third-party materials, intellectual property, or content remaining visible or audible in the Produced Content are fully cleared and licensed for the intended uses or will be removed, replaced, masked, or blurred at Client’s sole expense at Optimum’s then-current post-production rates.
8.3. Insurance. Client shall ensure that commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate is in effect for each Location where filming will occur, naming Optimum Media, LLC, CSC Holdings, Inc., and their respective affiliates as additional insureds with respect to the filming dates and related operations. Client may satisfy this requirement by: (a) ensuring the property owner or operator of the Location maintains such coverage and names Optimum as an additional insured; or (b) obtaining such coverage directly in Client's name and naming Optimum as an additional insured. Client shall maintain certificates of insurance evidencing such coverage and shall provide a copy of such certificates to Optimum before commencement of any production activities. Such insurance policies must include a provision requiring the insurer to provide Optimum with at least thirty (30) days' advance written notice of any cancellation, non-renewal, or material change to the coverage. Optimum reserves the right, in its sole discretion, to require additional types of insurance coverage (e.g., professional liability, errors and omissions, and coverage for high-risk activities) based on the nature and scope of the production activities. Optimum may, in its sole discretion, refuse to commence or continue filming at any Location where proof of required insurance coverage has not been provided or verified. Optimum may verify insurance coverage directly with the insurer, and Client authorizes all insurers to provide Optimum with complete policy information upon request. For clarity, Client's provision of any insurance documentation does not constitute Optimum's review, verification, or acceptance of such coverage.
8.4. Suspension; Costs. Optimum may, in its sole discretion and without liability, suspend, postpone, or cease filming if, in its reasonable judgment, the requirements of this Section 8 are not satisfied or present material legal, safety, or compliance risk. Client remains fully responsible for all costs, fees, expenses, delays, reshoots, crew downtime, location fees, travel expenses, and schedule changes resulting from such suspension or cessation, and no refunds or credits shall be due to Client.
8.5. Allocation and Responsibility. All clearances, releases, permissions, insurance, and other compliance obligations required by this Section 8 are the sole responsibility of Client. Optimum has no obligation to obtain, review, approve, or verify any such materials, and any assistance or review it may provide shall not limit or affect Client’s responsibilities. Client is solely responsible for ensuring that all required documentation is legally sufficient and enforceable under applicable law.
9. Miscellaneous.
9.1. Survival. This Addendum shall survive expiration or termination of any Order or the Terms, and all obligations relating to ownership, restrictions, indemnities, remedies, monitoring, audit rights, data rights, and enforcement shall survive indefinitely.
9.2. Interpretation. Whenever in this Addendum the word “include” or “including” is used, it shall be deemed to mean “include, without limitation” or “including, without limitation,” as the case may be, and the language following “include” or “including” shall not be deemed to set forth an exhaustive list.
9.3. No Waiver; Effect on Terms. No failure or delay by Optimum in exercising any right hereunder shall constitute a waiver thereof. Except as expressly modified by this Addendum, all other terms and conditions of the Terms remain in full force and effect.
Version: November 6, 2025