TheseTerms and Conditions (these “Terms”) contain the terms and conditions under which The Line Studios, LLC, a New York limited liability company (the “Company” or “we”), will provide services to you (the “Client”).  By agreeing to a Booking Agreement (as defined below), you are agreeing to these Terms.

1. WHAT IS A BOOKING AGREEMENT?

The specific details of each project under these Terms (and/or any subsequent version of a project as it may be modified before its completion, a “Project”) shall be specified in writing in a booking agreement that shall detail the products and deliverables (the “Deliverables”), together with the functions, responsibilities and services (collectively with the Deliverables, the “Services”) to be provided by the Company thereunder (a “Booking Agreement”).  Each Booking Agreement shall be subject to these Terms, in addition to the specific details set forth in the Booking Agreement.  In the event of a conflict between these Terms and the Booking Agreement, the terms of the applicable Booking Agreement shall govern.

2. HOW DO WE MANAGE PROJECTS?

Project Plan.  For all Projects proposed or requested by Client, the Company shall develop and submit to Client a detailed estimate describing the Services (the “Project Plan”), including an invoice for the Project Fee (as defined under Section 3.1 below), which shall be a non-binding, negotiable offer subject to its express terms.  No such Project Plan shall become a binding Booking Agreement unless and until the Booking Agreement and associated Project Plan has been executed by Client.  For purposes of clarification, all work with respect to “Projects” pursuant to Booking Agreements shall be deemed to be “Services” governed by these Terms. 

Booking.  Upon execution by Client of a Booking Agreement, the Shoot (as such term is defined in the applicable Booking Agreement) for such Project is confirmed (the “Booking”), subject to payment by Client of a non-refundable deposit in the amount of 50% of the Project Fee in accordance with the applicable Booking Agreement.  Subject to the terms of Section 2.3, the Parties agree that the Booking may be modified by an exchange of e-mails between the Company and the Client.

Modifications.  Notwithstanding the foregoing, Client acknowledges and agrees that the Project Plan set forth in any Booking Agreement is an estimate only and is subject to change as the Services proceed.  If either party wishes to materially change the scope of the Services with respect to a particular Project, it shall provide details of the requested change to the other in writing (a “Change Request”).  Unless otherwise agreed to between the parties in writing, any additional work caused by the changes set out in the Change Request will be billed at the Company’s standard rates, plus fees and expenses as described in these Terms and as may be further detailed on the applicable Booking Agreement.  If the Company requests a change to a Booking Agreement, Client shall not unreasonably withhold or delay consent to it.

Cancellations and Postponements.  In the event of cancellation or postponement of a Booking pursuant to an accepted Booking Agreement by the Client, the Client shall pay all expenses actually incurred by the Company prior to the time of such postponement or cancellation and any expenses incurred as a result of such postponement or cancellation, provided, however, that the Client shall be required to pay the entire Project Fee plus all expenses of the Company related to such Project in the event of a cancellation or postponement by Client within one (1) week or less of the previously agreed-to Project start date.  

3. HOW ARE FEES INVOICED AND PAYMENTS DEALT WITH?

Fees.  Client is responsible for the payment to the Company for fees, costs and expenses in accordance with the Project Plan contained in each Booking Agreement, and all additional fees, costs and expenses as may arise during the duration of the applicable Project including in connection with any Change Requests or other modifications to the Services in accordance with these Terms (the “Project Fee”).  The Company will issue invoices for the Project Fee to be paid in accordance with the provisions of the applicable Booking Agreement and this Section 3.  All quoted fees, costs, and expenses are estimated in good faith, and may be subject to a 15% contingency.

Taxes and Duties.  All fees due hereunder are exclusive of, and Client shall pay, all sales, use and other taxes, export and import fees, customs duties and similar charges applicable to the transactions contemplated by these Terms, except for taxes based upon Company’s net income.  Client agrees to indemnify and hold Company harmless from and against all claims, liabilities, costs, expenses and penalties arising out of or related to Client’s failure to timely report or pay any such taxes, fees, duties or charges.  

Late Payments.  In the event that Client fails to make a payment to the Company when due, then in addition to the outstanding amount owed, Client will pay a late charge in an amount equal to the lesser of (x) the sum of $150 plus interest accrued at 8% per month and (y) interest accrued at the maximum rate permitted by applicable law, from due date until paid, plus the Company’s costs of collection, including attorneys’ fees and the fees of any collection agency retained by the Company.  All rights of the Client herein are conditioned on the Company’s receipt of full payment.  In addition, the Company may suspend performance of Services and withhold delivery of Deliverables until payment in full of all amounts due. The Company shall not be liable for any damages, losses or liabilities that may arise out of the Company’s suspension of Services and/or withholding of Deliverables due to Client’s non-payment. 

4. WHAT OBLIGATIONS DO YOU HAVE?

Client Representative.  The Client will (i) provide the Company with all timely co-operation, information, access to Client personnel assistance, data, materials and documentation requested for the provision of the Services and to ensure that such information is accurate in all material respects, and (ii) appoint and designate a client representative (the “Client Representative”) who shall provide professional and prompt liaison with the Company and have the necessary expertise and authority to commit Client.  The Client Representative shall be responsible for coordination and review of the Company’s Services and notifying the Company of Client instructions and approvals.  The Client Representative will be on-site at the Shoot location as may be specified in an applicable Booking Agreement, and available by telephone at regular intervals during the term of a Project.  Client acknowledges and agrees that the Company’s ability to successfully perform the Services in a timely manner is contingent upon its receipt from Client of the information, resources and assistance requested.  The Company shall have no liability for deficiencies in the Services resulting from the acts or omissions of Client acting through the Client Representative or performance of the Services in accordance with the instructions of the Client Representative.

Client Deliverables.  Unless otherwise agreed to by the Parties, Client will provide to the Company at least one (1) business day prior to the start date of the Shoot (a) all products, samples and other materials required for the Shoot for which Client is responsible for providing as set forth in the applicable Booking Agreement (collectively, “Client Materials”), and any shipping, handling or packaging specifications for such Client Materials as well as any requested storage by the Company of such Client Materials , and (b) a shot list for the Project, including any specifically requested shots of the Client Materials containing such detail on each shot as the Company may reasonably request (the “Shot List”).  The Company shall not be responsible for any failure by the Client to timely provide any of the Client Materials or the Shot List to the Company as specified herein.

5. HOW DO WE DEAL WITH YOUR MATERIALS?

Client Materials.  Client Materials will at all times remain the sole and exclusive property of Client, and the Company neither has nor acquires any right or property interest in such Client Materials.  Subject to Section 5.3, the Company agrees to hold all Client Materials for the sole benefit of Client and will only use such Client Materials for the purpose of providing Services hereunder.  Client represents and warrants to the Company that Client has all rights necessary to make the Client Materials available to the Company, that Client is the owner of the Client Materials, and that neither the Client Materials, nor use of the Client Materials by the Company for the purposes of these Terms, require any licenses or approvals from any third parties. 

Insurance.  The Company shall have in effect for each Booking Agreement insurance for any Client Materials in an aggregate amount of up to $150,000.  Any additional insurance requirements for the Client Materials shall be as agreed to on the applicable Booking Agreement.  

Shipping and Storage.  The Company is responsible for receiving, handling and packaging, and shipping the Client Materials in the manner specified by Client at the time of delivery to the Company of such Client Materials.  Client shall be responsible for all packing, shipping and other costs and expenses associated with the delivery or pick-up of the Client Materials, as well as the costs for storage of the Client Materials, in accordance with the terms of the applicable Booking Agreement.  Client shall request any storage by the Company of the Client Materials in Any Client Materials left with the Company for more than seven (7) days following the Shoot shall become the property of the Company.

6. HOW DO YOU APPROVE OUR WORK?

If Client is dissatisfied with or objects to any Service or Deliverable under these Terms, including without limitation for any purported failure to conform to any specifications set forth in any Booking Agreement, then Client must notify the Company of such dissatisfaction or objection, in a detailed writing, within ten (10) days after performance or receipt of the Service or Deliverable at issue.  If Client does not timely provide any such notice, Client shall be deemed to have forever waived any objection or dispute with respect to the service or deliverable at issue.  If Client does timely provide any such notice, Consultant will use commercially reasonable efforts to cure any unsatisfactory elements or alleged defects within ten (10) days after receipt of the notice.  Any attempt by Client to withhold payment because of a disputed Service or Deliverable without first giving the Company ten (10) days to cure the alleged defect will constitute a material breach of these Terms.

7. WHO OWNS WORK PRODUCT AND HOW IS IT LICENSED?

Ownership.  All rights, including all worldwide intellectual property rights in and to all Deliverables and any other work product prepared by or created by the Company under these Terms (collectively, “Work Product”) shall belong exclusively to the Company, and Client shall have no right or interest therein.

Limited License.  Unless otherwise agreed to by the parties, or these Terms are terminated by the Company for Client’s material breach or failure to make payments to the Company, the Company hereby grants to Client a nonexclusive, nontransferable, royalty-free license to use the Work Product, strictly for the purposes set out in the applicable Booking Agreement for a period of two (2) years from such applicable Booking Agreement (each, a “License”).  The Client shall not have any rights to sublicense a License except as otherwise agreed.  The Client may not use the Work Product in any way or in any other medium outside of the scope of the applicable License unless and until the Client and the Company enter into a new license in writing providing for any such desired additional usage or re-usage of the Work Product.

8. CAN YOU HIRE OUR STAFF DIRECTLY?

Client shall not, during the term of these Terms and for nine months thereafter, directly or indirectly hire or attempt to hire any Company employee or independent contractor without Company’s prior written consent; provided that the foregoing shall not prohibit Client from issuing advertisements of a general nature not specifically directed at any such employee or independent contractor.

9. WHAT WARRANTIES DO WE GIVE ABOUT OUR WORK?

Limited Warranty.  Company warrants to Client that the Services will be performed in a professional manner consistent with industry standards.  Company shall, as its sole obligation and Client’s sole and exclusive remedy for any breach of the warranty set forth in this Section 9.1, re-perform the Services which gave rise to the breach as provided for in accordance with the terms of Section 6 of these Terms.

Disclaimer.  EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 5.1 ABOVE, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.  COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING.  COMPANY DOES NOT WARRANT THAT THE SERVICES OR THE DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS.

10. HOW IS CONFIDENTIALITY TREATED BETWEEN US?

Definition.  “Confidential Information,” as used herein, shall mean the terms and conditions of these Terms and all information related to a party’s business, financial affairs or operations, including but not limited to information related to business plans, technology, source code, product or service development plans, pricing, techniques and methods, which is either marked as confidential or with a similar legend or, if disclosed orally, is confirmed as confidential in writing to the receiving party within 30 days following disclosure.

Obligations.  Each party agrees, during the Term and for a period of five years thereafter, that it will (a) hold the other party’s Confidential Information in confidence using the same standard of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Confidential Information of the other to any third party without the other’s prior written consent, except as expressly permitted under these Terms; and (c) limit access to the other’s Confidential Information to those of its employees or agents having a need to know who are bound by confidentiality obligations at least as restrictive as those set forth herein.  Notwithstanding the foregoing, (i) either party may make disclosures as required or requested by a court of law or any governmental entity or agency, provided that such party provides the other with reasonable prior notice to enable such party to seek confidential treatment of such information; and (ii) either party may disclose the terms and conditions of these Terms solely to potential investors, acquisition partners and its legal counsel and accountants in connection with a proposed financing or acquisition, provided that each such third party is bound by confidentiality obligations at least as restrictive as those set forth herein.  

Exclusions.  The restrictions on the use and disclosure of Confidential Information shall not apply to any Confidential Information, or portion thereof, which (a) is or becomes publicly known through no act or omission of the receiving party; (b) is lawfully received from a third party without restriction on disclosure; (c) is already known by the receiving party at the time it is disclosed by the disclosing party, as shown by the receiving party’s written records; or (d) is independently developed by the receiving party without reference to the other’s Confidential Information, as shown by the receiving party’s written records.

Injunctive Relief.  Each party acknowledges that a breach or threatened breach of this Section 10 would cause irreparable harm to the non-breaching party, the extent of which would be difficult to ascertain.  Accordingly, each party agrees that, in addition to any other remedies to which a party may be legally entitled, the non-breaching party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 7 by the other party or any of its employees or agents.

11. HOW LONG DOES OUR RELATIONSHIP LAST AND WHEN IS IT TERMINATED?

Term.  The term of these Terms shall, unless terminated as provided in this Section 11 or any Booking Agreement commence on the date the first Booking Agreement is executed by the Client and shall continue for an initial term of twelve (12) months and, thereafter, shall be automatically renewed for successive one-year terms until terminated as set forth herein (such initial term together with any renewal terms, the “Term”).

Termination.  Except as otherwise provided for in a Booking Agreement, either party may terminate these Terms upon at least 60 days’ prior written notice.  Either party may terminate these Terms and all uncompleted Booking Agreements by written notice in the event the other party is in material breach of any obligation under these Terms or any Booking Agreement, which default is incapable of cure or which, being capable of cure, has not been cured within 30 days after receipt of notice of such default.  Notwithstanding the foregoing, Company may also terminate these Terms and all uncompleted Booking Agreements immediately upon written notice in the event (a) Client fails to pay any amounts payable hereunder within ten days after receiving written notice from Company that payment is due, or (b) Client breaches any provision in Sections 2, 3, 4, 5, 7, 10, 12 or 13.  The termination or expiration of a single Booking Agreement shall not cause the automatic termination of any other Booking Agreement.

Effect of Termination.  Upon the expiration or termination of these Terms, (a) each party shall return or destroy the other’s Confidential Information in its possession or control, and (b) all amounts owed to Company under these Terms which accrued before such termination or expiration will be immediately due and payable.  Upon any termination of these Terms by Company for Client’s material breach pursuant to Section 8.2 above, (i) all licenses to the Work Product granted to Client hereunder will immediately terminate, and (ii) Client shall promptly discontinue all use of the Work Product, erase all copies thereof from Client’s computers, and return to Company all other copies thereof in its possession or control.  Sections 2 (Fees and Payment), 7 (Ownership; License), 8 (Non-Solicitation), 9.2 (Disclaimer), 10 (Confidentiality), 11.3 (Effect of Termination), 12 (Indemnification), 13 (Liability) and 15 (General) will survive the expiration or termination of these Terms for any reason.

12. HOW ARE WE PROTECTED?

Client agrees to indemnify, and hold the Company, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation attorney’s fees and costs, arising out of or in any way connected with (a) Client’s access to or use of the Services and Deliverables, including pursuant to Section 13.1; (b) Client’s violation of these Terms; (c) Client’s violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right; or (d) any claim that Client’s use of the Services or Deliverables caused damage to a third party.

13. WHAT ABOUT LIABILITY?

Site Waiver.  Client is liable, and shall indemnify the Company in full, for any damage to the Company’s equipment or studio resulting from any actions of the Client, the Client Representative, or other guest or staff of the Client; provided, however, that Client shall not be responsible for any damage to the Company’s equipment or studio where such damage results solely from unforeseeable acts of nature.  The Company shall not be liable to Client or any third party for any injury or property damage incurred during the performance of the Services.

LIMITATION OF LIABILITY.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THESE TERMS, THE USE OF OR INABILITY TO USE THE DELIVERABLES OR ANY SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THESE TERMS OR ANY BOOKING AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO COMPANY UNDER THESE TERMS DURING THE 12 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.  CLIENT ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT COMPANY WOULD NOT ENTER INTO THESE TERMS OR ANY BOOKING AGREEMENT WITHOUT THESE LIMITATIONS ON COMPANY’S LIABILITY.

14. WHAT ELSE?

Governing Law.  These Terms shall be governed by the laws of the State of New York, without regard to its principles of conflicts of law.

Relationship of Parties.  The relationship of the parties established under these Terms is that of independent contractors and neither party is a partner, employee, agent or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.  If the performance of the Services shall include the use by the Company of its facilities, equipment or other resources, such use is permitted only to the extent necessary for the performance of the Services and not for any other purpose.  The Company will be performing the Services independently of Client and will be solely responsible for determining the manner, means, and timing of the performance of its responsibilities hereunder.

Subcontractors.  Client acknowledges and agrees that Company may hire subcontractors to perform Services hereunder.  Company will be responsible for the direction and coordination of the services of each subcontractor and Client will have no obligation to pay any subcontractor directly.

Assignment.  Neither party may assign its rights or delegate its obligations under these Terms without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.  Notwithstanding the foregoing, Company may assign its rights and obligations under these Terms to a parent, affiliate, or subsidiary, or to a successor, whether by way of merger, sale of all or substantially all of its assets or otherwise.  Any attempted assignment of these Terms not in accordance with this subsection shall be null and void. 

Notices.  Any notices or other communications required or permitted by these Terms shall be deemed effective when (a) personally delivered, (b) deposited, postage prepaid, return receipt requested to the appropriate party at the addresses set forth below, or (c) upon confirmation of receipt of email to the email address set forth on the applicable Booking Agreement.  The addresses below may be changed by giving notice of such change in the manner provided above for giving notice.

If to Company:

The Line Studios, LLC

79 West Street, Unit 205

Brooklyn, NY 11222

Attn: Lindsay More Nisbett and Robert Harkey

E-mail: lindsay@thelinestudios.nyc; rob@thelinestudios.nyc

If to Client, to it at the address set forth on the applicable Booking Agreement.

Force Majeure.  The Company shall have no liability to the Client under these Terms if it is prevented from or delayed in performing its obligations under these Terms or any applicable Booking Agreement, for any delay or failure of performance resulting from any cause beyond its reasonable control, including but not limited to the weather, civil disturbances, acts of civil or military authorities, the occurrence or continuation of any pandemics or other natural or manmade disasters or acts of God.  

Publicity.  Client hereby grants to Company the limited right to use Client’s name and marks in marketing and publicity materials listing Client as a customer of Company.  The Company expressly reserves the right to use any Work Product for promotional purposes.

Miscellaneous.  If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of these Terms will continue in full force and effect.   Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  The headings used for the sections of these Terms are for information purposes and convenience only and in no way define, limit, construe or describe the scope or extent of the sections.  These Terms, the Booking Agreements and any exhibits here or thereto constitute the entire agreement between the parties with regard to the subject matter hereof.  No oral or written representation that is not expressly contained in these Terms is binding on Company or Client.  No amendment to these Terms or any Booking Agreements shall be binding on either party unless in writing and signed by both parties.