Terms of Service

EXHIBIT “A”

TERMS AND CONDITIONS FOR CRISP VIDEO GROUP, INC. (f/k/a CRISP MEDIA GROUP, INC.)

CLIENT SERVICES AGREEMENT

The Terms and Conditions for Client Services Agreement (“Terms and Conditions”) shall be fully incorporated into the Client Services Agreement (the “Agreement”).

Unless defined otherwise, the terms and definitions used herein shall refer to the terms and definitions set forth in the Agreement.

By agreeing to the Client Services Agreement, Client explicitly agrees to the following Terms and Conditions:

Superiority. To the extent that any conflict exists between the provisions in the Agreement and these Terms and Conditions, the provisions of the Agreement shall be deemed controlling.

Covered Services. It is understood that these Terms and Conditions apply to all services provided by CMG to Client. This explicitly includes any future, additional, or subsequent services provided by CMG to Client beyond those contemplated in the Agreement.

Payment. Payment is due from Client to CMG prior to service. Returned checks will be assessed a $30 non-sufficient funds fee. In CMG’s sole discretion, CMG may choose to invoice Client for services, in which case payment is due within 15 days of any invoice provided.

Late Payments. Late payments will incur a monthly late fee of five per cent (5%) of the outstanding balance, compounded monthly.

Cancellations or Rescheduling. Cancellation or rescheduling of Shoot within 10 business days of Date of Shoot shall be subject to an additional fee of 10% of the Project Rate and reimbursement of travel expenses.

ACH Debits. Client agrees to provide payment(s) to CMG via ACH debit transaction(s) by executing the ACH Debit form or supplying ACH information to CMG. Client agrees that all ACH transactions, including the origination of any ACH transactions or funds, shall comply with all provisions of any applicable law, rule, and regulation. CMG may initiate a debit transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any ACH transaction, including but not limited to those that may incurred by CMG by virtue of such transaction. Client recognizes that Client’s or CMG’s financial institution may charge fees or expenses for using an ACH transaction. Client warrants the accuracy of any information provided relating to any ACH transaction, including but not limited to any account and routing number provided. Client agrees to indemnify, hold harmless, and release CMG from any and all claims arising in connection with utilizing ACH transactions pursuant to this Agreement.

Credit Card Payments. Client agrees to provide payment(s) to CMG via credit card transaction(s) by executing the Credit Card Authorization form or supplying credit card information to CMG. Unless revoked in writing, CMG may initiate a credit card transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any credit card transaction, including but not limited to those that may incurred by CMG by virtue of such transaction. Client warrants the accuracy of any information provided relating to any credit card transaction. Client agrees to indemnify, hold harmless, and release CMG from any and all claims arising in connection with utilizing a credit card transaction pursuant to this Agreement.

Dispute resolution. Client agrees to provide CMG with written notice of any dispute, claim, or controversy, of any sort or nature, arising out of the Services or relating to CMG, within six (6) months after any such claim, dispute, or controversy arises. Client must provide written notice via certified mail, return receipt requested, to: Heidari Power Law Group LLC, P.O. Box 79217, Atlanta, Georgia 30357. Any failure to strictly follow the procedures delineated in this section shall constitute an unconditional waiver of any dispute, claims, or controversy that may exist or Client may have against CMG, its affiliates, subsidiaries, parent entity, licensors, licensees, owners, shareholders, officers, directors, employees, contractors, and agents. Client agrees to pay CMG’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.

Limitation of Liability. IN NO CASE SHALL CMG, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF CMG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

IN NO EVENT WILL THE AGGREGATE OF EACH OF CMG, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS’ LIABILITY FOR ANY AND ALL OF CLIENT’S CLAIMS, OR ANY THIRD PARTY CLAIMS, AGAINST CMG (AND/OR ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS), ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF CMG, EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). CLIENT AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THE AGREEMENT.

Legal Agreement. Client hereby warrants and agrees that these Terms and Conditions constitute a legal agreement between Client and CMG and governs all services provided by CMG to Client. Client hereby irrevocably waives any argument or defense to the contrary, and Client covenants not to set forth any argument or defense to the contrary.

Waiver. CMG failure to enforce or demand strict compliance of any right or provisions in the Agreement or these Terms and Conditions will not constitute a waiver of such or any other provision.

Intellectual Property Rights. As the creator of all Images (as defined below) made hereunder and as provided for by United States Copyright Laws, CMG shall retain the copyrights in perpetuity, regardless of possession of photographs, digital files, and/or any other format of reproduction, physical or otherwise. As used in these Terms and Conditions, “Image” means all work-product produced and/or taken by CMG, including but not limited to any photograph, video, and/or audio, in any format and/or method whatsoever. Client shall not reproduce Images in any manner without CMG’s explicitly written permission. Client recognizes and agrees that the CMG may reproduce, transmit, broadcast, distort, publish (including but not limited to the internet), sell, exhibit and otherwise use Images created hereunder for any purpose, in any manner, at any time, and in any format desired, including but not limited to commercial purposes.

Client’s Usage. CMG provides a limited-use license to Client to use the Images as is reasonable and customary.

Additional Rights. Client may attempt to negotiate additional licensing rights for use of Images, but CMG is under no obligation to enter into such an agreement. Client may also attempt to purchase or license any Image in an additional format or size, but CMG is under no obligation to make such a sale or license.

Presentation. A presentation of the Images produced by CMG is ordinarily sent to Client digitally or made available on an online gallery. Artistic enhancements or touch-ups of Images are included at CMG’s sole discretion.

Retention Period. CMG agrees to retain Images for a minimum of three months after such Images are taken. Client shall have no right to obtain any Images from CMG after this period of time, irrespective of whether CMG has retained or continues to utilize such Images as CMG desires.

Requested Photos. While CMG will make reasonable efforts to take photos and/or Images specifically requested by Client, Client understands that all services performed by CMG are at an uncontrolled event and that due to the vagaries of the weather, available light, time restrictions, and willingness of subjects, CMG cannot ensure that requested photos will be taken.

Cancellation. Client understands and agrees that CMG reserves any specified time and date for Client. Accordingly, payments are non-refundable even if Client cancels the request for CMG’s services, cancels the event, or changes the date of the event. CMG may choose, at CMG’s sole discretion, to provide a refund to Client or to charge Client a reduced rate in the event of a cancellation upon reasonable notice to CMG; similarly, CMG may choose, at CMG’s sole discretion, to provide services to Client in the event that Client changes the date of an event. Provided, however, that CMG shall have no obligation to offer any refund, charge a reduced rate, or provide any additional or alternate services to Client if Client cancels the request for CMG’s services, cancels the event, or changes the date of the event.

Excused Performance. CMG shall be excused from any performance and any or all of its duties herein for any reasonable reason unforeseen by CMG, including but not limited to, fire, war, transportation problems, acts of God, technical problems, or any other reason deemed appropriate in CMG’s sole and reasonable discretion. In such an event, if Client requests, Client shall be entitled to a pro-rata credit to be applied to any subsequent payment Client owes CMG, provided, however, that under no circumstances shall CMG be required to pay any monies or make any refund to Client.

Modifications. Client agrees to examine these Terms and Conditions prior to receiving any services by CMG. These Terms and Conditions may be modified by CMG on the first day of each annual quarter without notice to Client. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any services from CMG. Client agrees and understands that if Client does not agree to the modification of these Terms and Conditions, then Client may reject such modification by provide written notice stating Client rejects the modification to CMG’s legal counsel, via certified mail, return receipt requested, at Heidari Power Law Group LLC, c/o Yasha Heidari, Esq., P.O. Box 79217, Atlanta, GA 30357. In the event Client provides such notice that Client rejects the modification to these Terms and Conditions, then any prior Terms and Conditions in effect will continue to exist in full force and effect unless CMG and Client agree otherwise.

Unenforceable Provisions. If any provision of these Terms and Conditions, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.

Headings and Titles. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect.

Notice precursor to action. Client agrees that prior to initiating or filing any lawsuit, action, or demand for arbitration against CMG, Client must provide written notice to CMG’s legal counsel, via certified mail, return receipt requested, at Heidari Power Law Group LLC, c/o Yasha Heidari, Esq., P.O. Box 79217, Atlanta, GA 30357, which provides notice of any issue that would be subject to such a lawsuit or arbitration. Such notice requirement shall be strictly construed, and Client’s failure to comply with such notice requirements shall constitute an irrevocable waiver of any claim or cause of action that exists or may exist. Such notice requirement shall be additional to any and all other notices required under these Terms and Conditions. Client agrees to pay CMG’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.

Initiation of Action. Client agrees that any claim and lawsuit relating to any matter with CMG, including but not limited to claims arising out of or related to the Agreement and any services provided by CMG to Client, and any demands for arbitration, must be filed no more than six (6) months after the date the action or non-action that is the subject of the claim or lawsuit, or six (6) months after the acceptance of these Terms and Conditions, whichever is later. Client hereby waives any defense or argument pertaining to statute of limitations. Client agree and warrant that Client’s failure to comply with this section shall serve as an unconditional waiver and release for any and all such claims.

Arbitration. In the event that the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to final and binding arbitration. THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES OR CONTROVERSIES ARISING UNDER THE AGREEMENT, THESE TERMS AND CONDITIONS, ANY OF SUCH TERMS, ANY EFFORT BY ANY PARTY TO ENFORCE, INTERPRET, CONSTRUE, RESCIND, TERMINATE OR ANNUL THE AGREEMENT AND THE TERMS AND CONDITIONS, OR ANY PROVISION AND SECTION THEREOF, AND ANY AND ALL DISPUTES OR CONTROVERSIES RELATING TO OR INVOLVING CMG, SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FOLLOWING PROCEDURE: EITHER (I) CMG, ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL MUTUALLY SELECT AN ARBITRATOR, OR (II) IF CMG AND CLIENT CANNOT AGREE ON SUCH ARBITRATOR, CMG ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL EACH SELECT ONE ARBITRATOR AND THOSE TWO ARBITRATORS SHALL THEN SELECT A THIRD ARBITRATOR. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED UNDER THE AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), UNDER ITS COMMERCIAL ARBITRATION RULES. THE PARTIES HERETO AGREE THAT THE ARBITRATOR’S RULING, OR ARBITRATORS’ RULING, AS APPLICABLE, IN THE ARBITRATION SHALL BE FINAL AND BINDING AND NOT SUBJECT TO APPEAL OR CHALLENGE. THE PARTIES HERETO FURTHER AGREE THAT THE ARBITRATION PROCEEDINGS, TESTIMONY, DISCOVERY AND DOCUMENTS FILED IN THE COURSE OF SUCH PROCEEDINGS, INCLUDING THE FACT THAT THE ARBITRATION IS BEING CONDUCTED, WILL BE TREATED AS CONFIDENTIAL AND WILL NOT BE DISCLOSED TO ANY THIRD PARTY TO SUCH PROCEEDINGS, EXCEPT THE ARBITRATOR(S) AND THEIR STAFF, THE PARTIES’ ATTORNEYS AND THEIR STAFF, AND ANY EXPERTS RETAINED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION OR IN ANY OF THE APPLICABLE RULES OF THE AMERICAN ARBITRATION ASSOCIATION SHALL PREVENT CMG FROM SEEKING PROVISIONAL RELIEF OUTSIDE OF ARBITRATION, INCLUDING BUT NOT LIMITED TO EQUITABLE AND/OR INJUNCTIVE RELIEF, PENDING THE ARBITRATOR’S FINAL DECISION. The arbitration shall be paid in half by client and paid in half by CMG. All payments shall be paid in advance.

Release and Indemnity. Client releases CMG, its owners, shareholders, officers, directors, agents, contractors, employees, licensees, and invitees (hereinafter “CMG Group”) from any and all liability for, and agrees to indemnify and hold CMG Group harmless from and against, any and all losses, claims, expenses, costs, and damages, including but not limited to reasonable attorney’s fees, costs, or expenses, which are claimed of or sustained, suffered, paid or incurred by CMG Group, irrespective of CMG Group’s negligence (except gross negligence), for reason of or in connection with any or any combination of the following: (a) CMG Group’s breach of or failure to fulfill any provision of the Agreement or these Terms and Conditions, whether such breach is material or not; (b) any cause of action in any way related to or arising out of CMG Group’s conduct, actions, or omissions, including but not limited to any damage or injury to person or property; (c) any matter in any way related to the Agreement or performance under the Agreement. Client agrees to obtain insurance coverage, including a project specific insurance policy or policies, an owner’s or contractor’s protective insurance policy, an owner controlled insurance policy, or a contractor controlled insurance policy, to cover any and all such requirements and obligations specified in this paragraph.

Non-solicitation of Employees, Contractors, or Agents. Client hereby agrees that during the course of receiving services and for a period of twenty-four (24) months immediately following the date of the last service provided by CMG to Client, Client will not hire any employee, contractor, or agent of CMG and will not, either directly or indirectly, solicit, induce, recruit, or encourage any CMG employee, contractor, or agent to leave its employment, or take away such employee, contractor, or agent, or attempt to solicit, induce, recruit, encourage, or take away any employee, contractor, or agent of CMG, either on behalf of the Client or for any other person or entity.

Client recognizes and hereby acknowledges that the Client’s breach of any of the covenants contained in this section will cause irreparable harm and severe damage to CMG, the monetary amount of which would be virtually impossible to ascertain and extremely difficult to measure. Accordingly, in the event of a breach of this section, CMG shall be entitled to a sum of fifteen thousand dollars ($15,000) from the Client for liquidated damages, which both CMG and Client believe is a good faith estimate for damages incurred from a breach of this section by the Client and in light of the difficulty of assessing actual damages. This sum is arrived at by considering the amount of time and cost it typically takes CMG to recruit and train its employees, contractors, and agents. Both the Client and CMG mutually agree that this provision is reasonable and not a penalty. Client and CMG waive any arguments pertaining to the reasonableness of this sum or the method by which it was arrived.

Non-Disparagement. During the term of this Agreement and following the termination this Agreement for any reason, Client hereby agrees that it will not make any public disparaging statements concerning CMG or its owners, affiliates, officers, directors, employees, agents, or contracting parties, its business or operations or the services provided by CMG.

Acceleration. In the event that Client materially breaches the Agreement, all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach. Client understands and recognizes that CMG frequently allocates overhead costs and budgets for future costs, such as through third-party contracts and long-term employment agreements. Accordingly, Client explicitly agrees that it shall not be entitled to any offset or discount for future payments owed, and waives any arguments and defenses pertaining to such. Client’s failure to provide payment to CMG within 45 days of when said payment is due shall be considered a material breach of the Agreement.

Covenant not to Sue. Client provides CMG a covenant not to sue CMG Group for any and all reasons, related to this Agreement or otherwise, for a period of twenty years from the date of this Agreement.

No Beneficiary. It is understood and agreed that Client and CMG are the sole parties to the Agreement, and the services provided pursuant to Agreement by CMG for Client is solely for the benefit of Client.

Ambiguity. The Agreement, including these Terms and Conditions, shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either CMG or Client.

Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

Governing Law. The Agreement and Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of Georgia and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of Georgia. CMG and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.

Venue. Venue for any litigation or arbitration relating to the Agreement and these Terms and Conditions shall be exclusively in courts of Fulton County, Georgia. Client agrees and consents to such venue, and Client waives any defense pertaining to venue.

Entire Agreement for Subject Matter. These Terms and Conditions constitute the entire agreement between Client and CMG with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.