TWO57North "Marketing Action Plan" Terms and Conditions QUOTED TIME (HOURS) Due to the varying nature of marketing needs, Two57North will quote hours based on the scope of work required by the client. Two57North will do it’s best to honor the original quoted times so that the client receives the maximum value from the chosen package. Minor tasks requiring time under 20 minutes will either be accounted for over the month or be completed as complimentary time by discretion of Two57North. CHANGES IN SPECIFICATIONS If at any time, Client desires to make any changes or variations from the completed project, any material or work in progress will result in additional hours in which client may be quoted for those changes. For whatever reason, If scope of work has accrued past the package allowance, hours from next month will be taken or client may wait until hours are rest. OWNERSHIP Except as otherwise provided herein, Two57North owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein as well as in and to all the exposed negatives, positives, out-takes and clips. Two57North grants Client a one-year nonexclusive, non-transferable license to use media(s). AUTHORIZATION Client agrees and authorizes Two57North to access Client's business social media accounts, email lists, create and manage email marketing campaigns and post content on Client's behalf if required. Client understands that Client will retain full control of these accounts and information and is still required to maintain databases and online interactions. SECURITY/CONFIDENTIALITY Two57North understands that some information for said media(s) may be of a confidential and/or sensitive nature. Two57North agrees, at Client’s written request, to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product or the Specified Media(s) except as such disclosure may be necessary for Two57North to produce media(s) in the usual and customary manner under this Agreement. INDEPENDENT CONTRACTOR It is understood that Two57North’s status under this Agreement is that of an independent contractor and that all persons engaged by Two57North in performing its obligations shall not be deemed employees of Client. TWO57NORTH WARRANTIES Two57North represents and warrants: A. That Two57North has full right to enter into this Agreement and to perform its obligations here under and will comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Two57North is a signatory. B. That Two57North will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by Two57North. CLIENT WARRANTIES Contracting Client represents and warrants: A. Client shall pay Two57North on due date. All talent union contracting forms (e.g. “Exhibit A’s”) and the filing thereof with various union offices, in connection with such talent, is the direct responsibility of the Client. DELIVERY OF MATERIALS Delivery of the Specified Media(s) shall be within 30 days of order placement or video/photo shoot. PAYMENT Client agrees to “subscribe” to a recurring monthly payment of the chosen package and authorizes automatic payments from PayPal. For any reason the payment has not been received within 30 days of due date all project(s), hours, and deliverables will be placed “on-hold” until payment is rendered. If payment has not been received within 60 days the aforementioned services will be canceled. INDEMNIFICATION Client agrees to indemnify, defend, and hold harmless Two57North and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation in this Agreement. Client shall indemnify Two57North against all claims and expenses arising from uses for which the client does not have rights to or authority to use. The client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, film, photography, design, animation, and branded content. TAX LIABILITY Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to Client(s) (other than sales tax arising from Two57North’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Two57North from payment of any such taxes. ASSIGNMENT This Agreement may not be assigned by either party without the written consent of the other. INSURANCE COVERAGE (3) Client shall obtain, pay for and maintain Professional Liability (Errors and Omissions Liability) insurance covering all intellectual property right infringement(s) that arise from any and all uses of the media. Two57North will be notified in writing prior to signing this Agreement. Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Two57North and name Two57North and Director as a “named insured” on said policies prior to the commencement of preproduction. All Agency/Client supplied insurance will be deemed to be the primary coverage and issued on a non-contributory basis. Agency/Client Umbrella Liability limit will be $10,000,000. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Client insurance program. Client will indemnify, defend and hold harmless Two57North and Director for any and all claims, demands, actions including defense costs and attorneys fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Two57North’s coverage. ALTERATIONS Any alterations of original art (color shift, mirroring, flopping and paste) creating additional art is prohibited without the expressed permission of Two57North. Two57North will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute in additional use and will be billed accordingly. CONTINGENCY AND WEATHER DAYS A. A contingency day is any day where a scheduled media production has been prevented from occurring due to circumstances beyond the control of the production company. B. These circumstances may include but should not be limited to: (1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client). (2) Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct products). (3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrest, civil authority, terrorism, and acts of God). (4) “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day. C. The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices. D. The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment). It is the clients responsibility to schedule any on location production times and dates in advance and understands that Two57North does not guarantee that all dates and times are available. CANCELLATION AND POSTPONEMENT A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project. Standard Production Agreement, v1.2, 2014 3 If the Production Company blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then the Production Company makes no further efforts to book the time. If the job is canceled or postponed within the Guideline time frame, it is unlikely that this time can be re-booked. Client agrees to notify Two57North 10 days before commencement of scheduled production if cancellation or rescheduling. PUBLICITY GUIDELINES Until notified in writing by Client, Production Company and Director each have a revocable license to use finished media(s) for promotional purposes. 18. DISPUTE RESOLUTION The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings. ENTIRE AGREEMENT AND MODIFICATION This Agreement and any Addenda attached hereto shall constitute the entire agreement between Two57North and Client. Any amendment hereto must be in writing and signed by each party. ENFORCEABILITY If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions. EQUAL OPPORTUNITY In connection with its performance here under, Two57North agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, color, sex, national origin, age, disability, or any other factor protected by federal, state or local law. APPLICABLE LAW This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Production Company office authorizing this Agreement is located as set forth on Page 1 of this Agreement. Terms subject to change.