GENERAL TERMS AND CONDITIONS

1. DEFINITIONS.

“LASM” refers to LA Sound Mixer LLC, entity within its locations, subsidiaries and affiliates. “Producer” refers to the representative and/or business whom is responsible for booking, contracting and payment via verbal and written agreements and shall also include its subcontractors, independent contractors and all other persons or entities performing Goods and Services under such invoice. “LASM” and “Producer” are sometimes hereinafter referred to collectively as the “parties” and individually as a “party”. “Good(s)” and “Services” shall refer to the Materials (as defined herein), supplies, items, equipment, work and/or goods and services, including deliverables, covered in each “Deal Memo” and “Invoice”. “Deal Memo” refers to contract of services between parties and “Invoice” refers to billing of goods and services provided to “Producer”, including these General Terms and Conditions, and any attachments sent to Producer by LASM.

2. ACCEPTANCE.

LASM’s acceptance of Deal Memo shall be upon one or more of the following: (a) receipt by LASM of Producer’s acknowledgment of each Deal Memo; (b) LASM’s delivery or shipping of all or part of the goods or services pursuant to this each Deal Memo; and/or (c) LASM’s provision of goods and/or service (d) LASM’s Code of Conduct. Acceptance of the offer contained in each Deal Memo is expressly limited to the terms and conditions contained therein. Any terms and conditions changed by Producer after goods and services rendered shall be deemed void and of no force or effect. These General Terms and Conditions, along with the Deal Memo and any Statement of Work (SOW) constitutes the entire agreement between the parties and supersedes any prior or contemporaneous Deal Memo or statements whether written or verbal in connection with the subject matter hereof. Unless the parties enter into a separate written agreement governing the provision of Goods and Services, these General Terms and Conditions shall exclusively govern and no other terms will apply.

3. TERMINATION.

LASM may terminate any Deal Memo for convenience, in whole or in part, up to 24 hours prior to services via written or electronic notice. Upon any such termination LASM shall, to the extent specified by LASM, stop all work pursuant to each Deal Memo, and cause its suppliers or subcontractors to stop work. In such event Producer will pay for any (i) goods or service that LASM has performed through the termination date. LASM may also terminate this Deal Memo for Producer’s default, for Producer’s insolvency or bankruptcy or if Producer fails to replace or correct damaged goods or services in accordance with the provisions of those sections hereof entitled “L and D” or for Producer’s failure to deliver payment for goods or services within the time stated in the Invoice. In the event of Producer’s default, which default is not cured within ten (10) days after receipt of notice from LASM, LASM may terminate this Deal Memo and pursue any and all rights, damages and remedies available in law and/or equity. The prevailing party in any action to enforce the terms hereof shall be entitled to reasonable costs and attorneys’ fees. Sections 4 (L & D), 9 (Indemnification and Insurance), 10 (Compliance with Laws), 11 (Ownership of Design), 13 (Disclaimer and Limitation of Liability), 14 (Governing Law), 16 (Non-disclosure of Confidential Information) and 17 (Delivery and Risk of Loss) shall survive termination.

4. WARRANTY.

LASM warrants that all goods and services covered by this Deal Memo, to their best of their ability, shall (i) conform to the specifications, drawings, or other descriptions of this Deal Memo or corresponding attachment or SOW, (ii) be of merchantable quality and good workmanship sufficient for the use intended by Producer. If any goods or services furnished hereunder do not meet the requirements specified herein, LASM shall at their own discretion choose the most appropriate way to remedy unsatisfactory goods and services. The foregoing remedies are in addition to all other remedies at law or in equity or under this Deal Memo and shall not be deemed to be exclusive.

5. PRICES.

Prices stated herein are as per supporting documentation but not limited to i.e. quote, estimate, executed contract, statement of work and exclusive of all taxes, duties, charges, and fees except as expressly noted. Producer's acceptance of each Deal Memo constitutes an acceptance that the price(s) to be charged for goods or services may change depending on line items and labor requirements.

6. PAYMENT.

Invoice payment shall be made no later than 30 days after invoice submission. If Producer can not meet those requirements, arrangements must be made prior to contracted services. Late payments may be subject to applicable fees and 20% interest of the total amount due.

6. DELIVERY & SHIPPING.

LASM shall ensure that all goods are delivered either at working location or via internet file sharing service within a reasonable and industry standard manner. If delivery is to be made by carrier, fees to Producer will apply.

7. CHANGES.

LASM reserves the right to make changes in the Deal Memo, via written or spoken agreement, as discussed by both parties. If such changes affect delivery, quality, quantity, or price, LASM shall notify Producer immediately. Producer shall assume liability whatsoever in the event LASM exceeds the amount provided in the Deal Memo. LASM may provide amended Deal Memo upon request of Producer.

9. INDEMNIFICATION AND INSURANCE.

9.1 Notwithstanding any other provision of this Deal Memo, Producer shall defend, indemnify and hold LASM harmless from and against any and all claims, damages, losses and reasonable expenses, whether direct, indirect or consequential, including, but not limited to, liabilities, obligations, claims, costs, expenses (including, without limitation, interest, penalties and attorneys' fees), fines, taxes, levies, liens, assessments, demands, damages and judgments of any kind or nature to the extent arising directly or indirectly out of or resulting from: i) goods or services supplied or the performance of work by LASM hereunder; ii) Producer's negligence or willful misconduct; iii) the breach by the Producer of any provisions hereunder; iv) a claim that the goods or services supplied by LASM infringes any patent, copyright, trademark, trade secret or other intellectual property interest of another; or v) a claim of mechanic's lien or other encumbrance made by a third party.

9.2 Should Producer’s use, or use by its distributors, subcontractors, or customers, of any goods or services purchased from LASM be enjoined, be threatened by injunction, or be the subject of any legal proceeding, LASM shall be held harmless and owe no financial obligations. Producer will assume all legal obligations herein.

9.3 When LASM provides Goods or Services on the territory of the USA or outside of the USA, the Producer shall carry and maintain, at its own expense, insurance to cover LASM's obligations set forth in.

Section 9.1 herein, including but not limited to workers’ compensation for its employees, property of others in the care, custody and control of Producer, comprehensive general liability in the amount of $2,000,000 per occurrence, and any other industry standard insurance appropriate for services being extended to Indeed or required by law. Producer will include LASM, its locations, subsidiaries and affiliates as an additional insured under the required liability coverages and such insurance will be primary and noncontributory with respect to any insurance maintained by LASM. Upon request, Producer shall furnish evidence of such insurance in a form satisfactory to LASM. If LASM elects to subcontract any portion or all of the obligated services being extended to Producer, LASM shall require subcontractors to adhere to the insurance requirements herein.

10. COMPLIANCE WITH LAWS.

Producer shall comply with all federal, state, local and governmental agency laws, ordinances, rules and regulations in the manufacture and sale of the goods and in the performance of services covered in this Deal Memo.

11. INTELLECTUAL PROPERTY RIGHTS.

11.1 All copyrights, patents, trade secrets, trademarks or any other intellectual property rights existing related to products and services rendered by LASM prior to the Effective Date shall be obtained upon the date of receipt of final payment to LASM for all products and services rendered.

11.2. Moral Rights means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the laws of any country in the world, or under any treaty. Producer hereby irrevocably transfers and assigns to LASM any and all Moral Rights that LASM may have in good faith produced any goods, services and Materials until good and services are paid in full according to invoice.

12. DISCLAIMER AND LIMITATION OF LIABILITY.

In no event shall LASM be liable for anticipated or lost profits or for special, punitive, indirect, incidental or consequential damages, LASM’s total liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Deal Memo or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof, which gives rise to the claim, LASM explicitly rejects, and shall not be liable for, any cancellation charges, late fees, penalties or liquidated damages.

13. GOVERNING LAWS.

This Deal Memo shall be construed according to the laws of the State of California, when Producer paying entity is located in the United States or in the country where Producer paying entity is located when Producer paying entity is located outside of the United States, without reference to any conflict of law rules. Any legal actions prosecuted or instituted by either Party pursuant to this Deal Memo or with respect to any matter arising under or growing out of this Deal Memo, shall only be brought in either a district court with jurisdiction in the State of California or the U.S. District Court located in Los Angeles, California.

14. INDEPENDENT CONTRACTOR, RELATIONSHIP OF THE PARTIES, SUBCONTRACTING.

14.1 It is understood and agreed that LASM will provide the goods and services under each Deal Memo on a professional basis and as an independent contractor and that during the performance of the goods and services under this Deal Memo, depending on the payment method LASM may be considered an employee of Producer through a third party payroll service within the meaning or the applications of any federal, country, state or local laws or regulations.

14.2 Nothing contained in each Deal Memo shall be construed to create an employee-employer relationship or a partnership or joint venture between Producer and LASM. Producer has no authority to act on behalf of LASM, or to enter into any contract, or to incur any liability on behalf of LASM.

15.3 All services to be performed shall be stated in reasonable specificity in a statement of work (“Statement of Work”) to be executed by both parties and attached hereto and made a part hereof. Unless otherwise specified in a Statement of Work, LASM may use subcontractors to provide services or perform LASM's obligations under this Deal Memo with Producer’s prior verbal or consent.

16. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.

All information, specifications, drawings, samples, and any other data furnished by LASM to Producer relating to this Deal Memo, both verbal and written (“Confidential Information”), shall be treated as Confidential Information by Producer, shall remain LASM's property, shall be disseminated to those within Producer's organization on a "need to know" basis only, shall not be disclosed to any third party, and shall be returned to LASM immediately upon request. Producer warrants and agrees that neither it nor its employees, permitted subcontractors, or counsel will disclose, disseminate, or cause to be disclosed the existence or terms of this Deal Memo, except: (i) insofar as disclosure is reasonably necessary to carry out and effectuate the terms of this Purchase Order; (ii) insofar as Producer is required by law to respond to a demand for information; and (iii) insofar as disclosure is necessary to be made to a Producer's independent accountants for tax or audit purposes.

17. MISCELLANEOUS.

The failure of LASM to enforce at any time any of the provisions of this Deal Memo, to exercise any election or option provided herein, or to require at any time performance by Producer of any of the provisions herewith shall in no way be construed to be a waiver of any such provisions, or the right of LASM thereafter to enforce each and every such provision. Upon 30 days past due of invoice LASM shall have the right to inspect and audit Producer's books, records, and catalogs pertaining to the performance of this Deal Memo, at all reasonable times, with five (5) days written notice, for the purpose of determining the correctness and propriety of amounts paid by Producer. If any provision of this Deal Memo shall be deemed to be invalid, illegal or unenforceable, the validity, legality, an enforceability of the remaining provisions shall not in any way be affected or impaired thereby.