Standard Terms & Conditions
1. DEFINITIONS
1.1. The term “raw audio” hereinafter will be defined as Client audio as delivered to elaboratAV LLC, before any work is done by elaboratAV LLC engineers.
1.2. The term “mix” hereinafter will be defined as elaboratAV LLC engineers’ subjective and artistic interpretation of Client raw audio as a homogeneous mono, stereo, surround or otherwise requested deliverables as well as the time required to generate aforementioned deliverables.
1.2.1. All mixes will be considered finished and billable upon first proof delivery.
1.3. The term “revision” hereinafter will be defined as an optional requested change to a mix to suit Client subjectivity.
1.4. The term “edit” hereinafter will be defined as any alteration or modification to raw audio by elaboratAV LLC engineers.
1.5. The term “engineering” hereinafter will be defined as any manipulation or capture (both digital and analogue) of Client audio, setup, operation, maintenance, troubleshooting, and tear down of equipment needed to facilitate the capture or live mixing of Client audio.
1.6. The term “sequencing” hereinafter will be defined as the alignment of mixes in a particular order and spacing as defined by the Client.
1.7. The term “mastering” hereinafter will be defined as the refinement and sequencing of mixes into mediums required for preparation for distribution.
1.8. The term “finished deliverable product” hereinafter will be defined as any audio edited, mixed, or mastered by elaboratAV LLC engineer(s) to said engineer(s) satisfaction.
1.9. The term “FOH” (referring to Front of House) will hereinafter be defined as the audio mix position in a live context responsible for the audio intended for the audience.
1.10. The term “Mons” (referring to Monitors) will hereinafter be defined as the audio mix position in a live context responsible for the audio intended for the performer(s).
1.11. The term “BA” (referring to Broadcast Audio) will hereinafter be defined as the audio mix position or engineering for the audio intended for live or on demand broadcast platforms such as but not limited to television, YouTube, social media and other content delivery platforms.
1.12. The term “studio work” will hereinafter be defined as any work including but not limited to recording, mixing, editing, mastering, sequencing, or engineering done in a studio and/or post production or post event context.
1.13. The term “live work” will hereinafter be defined as any recording, mixing, or engineering done in a live production context.
1.14. The term “off-site” will hereinafter be defined as outside of elaboratAV LLC facilities.
2. BOOKING FEE
2.1. All projects and related initial invoices require a 60% non-refundable ‘Booking Fee’ for all labor line items, and 100% of any equipment purchases or rentals, upon acceptance of estimate or invoice before work or travel commences.
2.2. Work dates are not locked in and no work will commence until the ‘Booking Fee’ clears.
2.2.1. Booking priority is determined by the order of the receipt of the ‘Booking Fee’.
2.2.2. All cancellations must be communicated in writing no less than ten business days prior to the commencement of travel or work. In the event that cancellations are not communicated in writing, with a notice period of at least ten business days before the scheduled commencement of travel or work, the entire billable amount shall become immediately due and payable.
2.2.3. The parties acknowledge that a late cancellation deprives elaboratAV LLC and its engineers of the ability to book other work for the reserved time and that the resulting damages are difficult to quantify precisely. The Client therefore agrees that the amounts payable upon late cancellation under Section 2.2.2 represent a reasonable, good-faith pre-estimate of elaboratAV LLC’s losses from lost availability and reserved capacity, are intended as liquidated damages and not as a penalty, and shall be the agreed measure of such damages.
2.3. The ‘Booking Fee’ may be termed as a ‘deposit’ on invoices but is to be considered non-refundable.
3. LABOR RESTRICTIONS & PENALTY RATES
3.1. Live Work
3.1.1. Work Day
3.1.1.1. A work day consists of a maximum of ten (10) hours, including meal periods, “walk off” and “dark stage” breaks.
3.1.1.2. A work day starting on one calendar day and running into the next calendar day shall be credited to the first calendar day, except that an engineer whose work shift overlaps into a holiday or from a holiday into the next day shall be paid at double time for those hours worked on the calendar holiday.
3.1.2. Workweek
3.1.2.1. A workweek consists of either five (5) consecutive or six (6) consecutive out of any seven (7) consecutive calendar days, commencing with the first day worked.
3.1.2.2. The workweek may be shifted two (2) times without incurring additional costs during each production. Any workweek shift shall be subject to a minimum thirty-two (32) hour rest period.
3.2. Studio Work
3.2.1. Work Day
3.2.1.1. A work day consists of a maximum of eight (8) hours, excluding meal periods. Engineers at elaboratAV LLC facilities will not be allowed to exceed this restriction under any circumstance.
3.2.1.2. For off-site, or studio work performed outside of elaboratAV LLC facilities, a work day will consist of a maximum of ten (10) hours, including meals or other breaks.
3.2.1.2.1. Off-site work days starting on one calendar day and running into the next calendar day shall be credited to the first calendar day, except that an engineer whose work shift overlaps into a holiday or from a holiday into the next day shall be paid at double time for those hours worked on the calendar holiday.
3.3. Overtime and Premium Pay
3.3.1. One and one-half times the standard hourly rate will be paid for all hours worked off-site after ten (10) hours of work on the first through the fifth work days in a workweek or after fifty (50) straight time hours of work in a workweek, and for the first ten (10) hours worked on a sixth work day in a workweek.
3.3.2. Two (2) times the hourly rate prior to any negotiated rate reductions or discounts will be paid for all hours worked after twelve (12) hours of work on any work day.
3.3.3. Two (2) times the standard hourly rate prior to any negotiated rate reductions or discounts will be paid for all hours worked on a seventh workday in the engineer’s workweek or on a holiday.
3.3.4. Overtime and premium rates will be paid in 1 hour increments. Overtime and premium rates may not be compounded.
3.4. Rest Periods
3.4.1. There will be a nine (9) hour daily rest period after dismissal. In the event that an engineer works fourteen (14) or more hours on two (2) consecutive days for the Client on the same production, there will be a ten (10) hour rest period commencing upon the engineer’s dismissal on the second consecutive day so worked and continuing each day thereafter that the engineer works for the Client on the same production until the engineer either works a day of fewer than fourteen (14) hours or the engineer has a day off.
3.4.2. Engineers who do not receive a full rest period as described herein shall receive three (3) times the standard hourly rate for all invaded hours.
3.5. Work in Higher & Other Classification
3.5.1. For live work hires, if any part of the workday is worked in a higher or other classification than the classification under which the engineer is called for work, the additional rate will be added and shall prevail for the entire workday. The engineer reverts to his regular classification the next day unless notified to the contrary. However, the provisions of this article do not apply unless the engineer is assigned to work in the higher classification for two (2) hours or more.
4. RUSHED RATES (Studio and Post Audio Work)
4.1. Any itemized work requiring “rush” delivery will result in a surcharge of an additional 50% which is calculated based on the total amount of the itemized work requiring “rush” delivery.
4.2. Rush fees are calculated based on full line item rates and will not reflect any discounts or offers.
4.3. “Rush” orders are not guaranteed to meet any deadlines.
5. DEADLINES, TECHNICAL MALFUNCTIONS & INDEMNITY
5.1. Due to the protean nature of engineering quality and standards of raw audio and individual work requirements for each project which cannot be accurately estimated, elaboratAV LLC and its representatives cannot guarantee meeting any verbal, written or otherwise agreed upon deadline for studio work and will not be held contractually or financially liable for any deadlines that are not met.
5.2. Clients are strongly urged to refrain from setting release dates until all songs are mixed.
5.3. We recommend allowing at least 8 weeks between the completion of post-production and any scheduled release event or meeting.
5.4. elaboratAV LLC, its representatives and engineers are not responsible and will not be held legally or otherwise liable for any missed deadlines, events, or any legal agreements and/or contracts between the Client and any other vendors.
5.5. elaboratAV LLC, its representatives and engineers are not responsible for the technical stability of any audio or visual gear procured by the Client for any project or event and will not be held legally or otherwise liable for any impact said gear failures and malfunctions may have on a performance, schedules or recording of a project or event.
5.6. elaboratAV LLC, its representatives and engineers will not be held in any way responsible for any fines or fees incurred in relation to any services provided by elaboratAV LLC during the course of an event or project.
6. ADDITIONAL FEES
6.1. Additional Editing/Tuning
6.1.1. Estimates and Invoices do not include any editing or tuning services by Client request outside those stated.
6.1.2. Should additional, unforeseen editing and/or tuning be necessary, the standard rates will apply.
6.1.2.1. Clients will be notified in writing prior to any additional work being done and are required to approve all additional work and fees in writing.
6.1.2.2. This will not apply for appropriate package rates wherein services are stated as ‘included’.
6.2. Additional Revisions, Alternate Mixes, and Stems
6.2.1. Estimates and Invoices do not include any mix revisions, alternates or additional mix-down requirements by Client request outside of those stated.
6.2.1.1. Any and all additional revisions, alternate mixes or printing of ‘stems’ will be billed at the current hourly rate with a 1 hour minimum per print (song).
6.2.1.2. A Revision is defined as a change, or set of changes, to a currently in progress mix (per song).
6.2.1.3. An Alternate Mix is defined as a separate releasable version of a mix such as (but not limited to) a “TV Mix” (instrumental) or an alternate language version.
6.2.1.4. Stems are defined as categorized parts of a mix, not the discrete components within a mix.
6.3. Mixing is billed per song for song lengths up to seven (7) minutes in length. Songs exceeding seven (7) minutes will be billed an additional $150.00 USD per each additional two (2) minutes above and beyond the first seven (7) minutes rounded up to the next minute.
6.3.1. Mixing included in package rates is subject to the aforementioned fee(s) pertaining to songs exceeding seven (7) minutes in length.
7. PERIPHERAL COSTS & EXPENSES
7.1. Client is responsible for any peripheral costs and expenses related to the event/project. Including, but not limited to, travel costs, freight, food, accommodation, additional gear, studios, etc.
7.2. The Client has the option of obtaining any specified equipment and/or logistical services needed either through elaboratAV LLC or via preferred vendors directly pursuant to consultation with elaboratAV LLC.
7.2.1. Unless otherwise arranged, elaboratAV LLC, its representatives and/or engineers will not be expected to sub-contract any audio equipment.
8. STANDARD TRAVEL & RIDERS REQUIREMENTS
8.1. Any and all required travel (including, but not limited to, car rentals, tolls and gas), accommodation and food expenses for all elaboratAV LLC personnel related to the event/project will be covered by the Client pursuant to provided engineer riders and/or the prescribed GSA Per Diem rates for the current Fiscal Year and relevant work locales.
9. C.O.I.
9.1. A Certificate of Insurance (COI) must be provided by the Client’s insurance provider which must name elaboratAV LLC as an additional insured party, covering any elaboratAV LLC equipment to be rented for an amount no less than $100,000 before the event/project commences.
10. ADDITIONAL LIVE EVENT CONDITIONS
10.1. Client will secure all necessary noise permits for all events.
10.2. Client will communicate with the venue that elaboratAV LLC FOH Engineers will execute the FOH mix to meet the artistic standards of the performance at appropriate noise levels and pursuant to the subjectivity of elaboratAV LLC Engineers, Artists, Artists’ Management or Event stakeholders.
10.2.1. A house maximum Sound Pressure Level (SPL) limit lower than 94 dbA SPL at FOH will be considered unreasonable and should be negotiated between the Client and Venue to 94 dbA SPL or higher.
10.2.1.1. elaboratAV LLC FOH Engineers typically mix at 110dbC SPL (slow response) on average with peaks up to 114dbC SPL (slow) at FOH.
10.3. Event sound systems for all events:
10.3.1. Shall have ample subs.
10.3.2. Will not be limited.
10.3.3. Will be capable of reaching a clean 116 dbC SPL at all listening positions. (This is to ensure ample headroom and that the sound system will not be damaged.)
10.3.4. Will have a control computer (preferably a tablet) with full access to all sound system tuning and control parameters available at FOH mix position at all times.
11. REMITTANCE
11.1. All related invoices must be paid in full according to terms stated on estimates and invoices.
11.1.1. All finished deliverable product, labor, and booking fees are billable regardless of product release and/or event cancellations.
11.2. Invoices 20 days overdue will incur a 10% past due fee which may be compounded every month until paid in full.
11.2.1. Invoices 90 days past-due will be sent to a collections agency and all Client data both raw and deliverable forfeit by Client.
11.3. Payments to be made by the types specified in the estimate, quotation, or invoice received.
11.3.1. Wire transfers and ACH are facilitated through Stripe via the online payment gateway accessible via the payment link in invoice emails. ACH privacy policy available here: https://elaboratav.com/ach-privacy-policy/
11.4. Client is responsible for any and all transaction fees associated with payments. This includes but is not limited to credit card processing fees and wire transfer fees.
12. DATA RELEASE & ADDITIONAL OWNERSHIP & LICENSES ADDENDUM
12.1. Underlying Material. The Client retains all right, title, and interest in and to the Client’s underlying material, including the raw audio, compositions, performances, and recordings the Client provides to elaboratAV LLC.
12.2. Deliverables. Upon receipt of full remittance, elaboratAV LLC will release the finished deliverable product (the deliverable master files) to the Client. The Client may use, reproduce, distribute, perform, and commercially exploit the delivered master files for the Client’s own release and performance purposes, subject to Section 12.5.
12.3. elaboratAV LLC Work Product. The proprietary work product of elaboratAV LLC and its engineers — including mix and mastering sessions, project files, processing chains, signal flows, presets, templates, techniques, and methods, together with any alterations to tracks, sessions, or raw data embodied therein — is and remains the sole and exclusive intellectual property of elaboratAV LLC. This work product constitutes elaboratAV LLC’s craft and tools and is distinct from the deliverable master files.
12.4. Sessions Not Released. Mix and mastering sessions will not be released to the Client. They will be archived in perpetuity as technology and data degradation allow, and elaboratAV LLC will make reasonable efforts to maintain a minimal level of storage redundancy.
12.5. Promotional License. The Client grants elaboratAV LLC a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, and sublicensable license to use, reproduce, host, distribute, publicly perform and display, excerpt, and create derivative works from the Client’s material and the deliverables for elaboratAV LLC’s marketing, promotional, portfolio, demonstration, reel, and educational purposes, across any media or platform now known or later developed, including but not limited to YouTube, Twitch, Instagram, Facebook, TikTok, and other social media and content-delivery platforms.
12.5.1. The Client acknowledges and agrees that this license permits elaboratAV LLC to publish such material and that the Client will not assert, and hereby waives, any automated or platform-based content claim (including but not limited to YouTube Content ID and Meta Rights Manager claims) against elaboratAV LLC’s permitted promotional use.
12.5.2. To the extent any such automated claim arises, the Client authorizes elaboratAV LLC to dispute or release it on the Client’s behalf and, upon elaboratAV LLC’s reasonable request, will promptly release, whitelist, or clear such claim so as not to impair elaboratAV LLC’s permitted use.
12.5.3. elaboratAV LLC will use commercially reasonable efforts to credit the Client and relevant rights holders where appropriate, but attribution is at elaboratAV LLC’s discretion and is not a condition of this license.
13. TERMS AND CONDITIONS
13.1. Standard rates, terms and conditions are subject to change without notice.
13.2. All sales are final.
13.3. Any form of written or verbal communication by the Client regarding the acceptance of estimates, authorization to proceed with work and/or the payment of any Invoice associated with studio work or events will be deemed as an acceptance of these terms and conditions by the Client.
13.4. Acceptance of these terms and conditions and/or payment of any Invoice associated with studio work will be deemed as a statement that the Client understands their responsibility regarding the preparation of their raw audio for any studio work as described in elaboratAV LLC Mix Preparation Requirements.
13.5. Mix Preparation Requirements available upon request.
14. LIMITATION OF LIABILITY
14.1. To the maximum extent permitted by law, the total aggregate liability of elaboratAV LLC, its representatives, and its engineers arising out of or relating to any project, event, or these Terms — whether in contract, tort (including negligence), warranty, statute, or otherwise — shall not exceed the total fees actually paid by the Client to elaboratAV LLC for the specific services giving rise to the claim.
14.2. In no event shall elaboratAV LLC, its representatives, or its engineers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunities, loss of goodwill, or the cost of substitute services, even if advised of the possibility of such damages.
14.3. The limitations in this Section apply in addition to, and do not limit, the disclaimers and indemnities set forth elsewhere in these Terms, including Section 5.
14.4. Nothing in these Terms excludes or limits any liability to the extent such exclusion or limitation is prohibited by applicable law.
15. FORCE MAJEURE
15.1. elaboratAV LLC shall not be liable for, nor be considered in breach of these Terms due to, any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, fire, flood, severe weather, natural disaster, epidemic or pandemic, governmental action or restriction, civil unrest, war, terrorism, labor disputes, utility or power failure, loss or unavailability of venue, equipment failure not attributable to elaboratAV LLC, illness or injury of assigned personnel, or failure of transportation or communications infrastructure (each a “Force Majeure Event”).
15.2. Upon a Force Majeure Event, elaboratAV LLC will make reasonable efforts to notify the Client and, where practicable, to reschedule the affected work to a mutually agreeable date.
15.3. A Force Majeure Event does not relieve the Client of the obligation to pay for services already rendered, for costs already incurred on the Client’s behalf, or for any non-refundable Booking Fee. Booking Fees and incurred costs remain non-refundable in accordance with Section 2.
15.4. If a Force Majeure Event prevents performance for a continuous period exceeding sixty (60) days, either party may terminate the affected engagement upon written notice, subject to the Client’s payment obligations for work performed and costs incurred through the date of termination.
16. GOVERNING LAW & JURISDICTION
16.1. These Terms, and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.
16.2. Subject to Section 17, the parties submit to the exclusive jurisdiction of the state and federal courts located in Denton County, Texas.
17. DISPUTE RESOLUTION
17.1. Informal Resolution. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute through direct, written negotiation for a period of at least thirty (30) days following written notice of the dispute.
17.2. Binding Arbitration. Any dispute not resolved under Section 17.1 shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Denton County, Texas. Judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in any class or representative proceeding.
17.3. Prevailing Party. In any proceeding to enforce these Terms or to collect amounts owed, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, arbitration or court costs, and reasonable costs of collection.
17.4. Equitable & Collection Relief. Nothing in this Section prevents elaboratAV LLC from seeking injunctive or equitable relief, or from pursuing collection of undisputed past-due amounts, in any court of competent jurisdiction.
18. SEVERABILITY
18.1. If any provision of these Terms is held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable; or, if it cannot be so modified, it shall be severed, and the remaining provisions shall continue in full force and effect.
19. MISCELLANEOUS
19.1. Entire Agreement. These Terms, together with the applicable estimate, quotation, or invoice and any documents expressly referenced herein, constitute the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous understandings, whether written or verbal. In the event of a conflict, these Terms control unless a signed writing expressly states otherwise.
19.2. No Waiver. No failure or delay by elaboratAV LLC in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise precludes any further exercise.
19.3. Assignment. The Client may not assign or transfer its rights or obligations under these Terms without the prior written consent of elaboratAV LLC. elaboratAV LLC may assign or subcontract its obligations in whole or in part.
19.4. Version Control. Notwithstanding Section 13.1, the version of these Terms in effect and accepted at the time of the Client’s acceptance or payment shall govern that engagement; changes apply prospectively to new engagements.
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