TERMS AND CONDITIONS

The following AND Studios Terms and Conditions (“Terms & Conditions”) govern the placement and delivery of Media and Marketing (“Service”) as outlined in the AND Proposal submitted by AND Studios ”Agency”. The Agency Terms and Conditions and any associated Master Service Agreement or Statement of Service are collectively referred to herein as the “Service Agreement”.

This Agreement is entered by and between AND Studios and the company/individual named as Client in the Master Service Agreement (“Client”) and/or the Client listed in the Statement of Work for such company/individual (“Client”).

1. Invoices

Invoices will be sent by AND Studios via QuickBooks Billing at such times as provided in the “Service Agreement”, or otherwise from time to time according to AND Studios normal billing procedures. Invoices will be sent to the billing address of the Client or Individual, as applicable and as outlined in the “Service Agreement”. Failure by AND Studios for whatever reason to send a timely invoice will not affect “Client’s” obligation to pay for any Services per the “Service Agreement”.

2. Terms of Payment

Payment due dates are shown on each invoice. Payments not made within seven (7) days of the due date shall accrue interest at the rate of $50 or 5%(whichever is higher) per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by AND Studios shall be borne by the Client. The Client shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Client Agreement, except for income taxes.

Should the client have any other outstanding and overdue amounts owed to AND Studios for any other service or products, amounts paid for an advertisement may be applied to such other debts, at the discretion of AND Studios.

3. Payment Liability

In the case of any Client listed on the “Service Agreement”, AND Studios will hold Client and/or Parent/Sub Client jointly and severally liable for payments. Should sums not have been cleared to the Client, the Client agrees to make every reasonable effort to collect and clear payment from Parent/Sub Client on a timely basis. Upon AND Studios request, the Client will make available written confirmation of the relationship between the Client and Parent/Sub Client. Such confirmation will include, for example, Parent/Sub Client acknowledgment that the client is its agent and is authorized to act on its behalf in connection with the “Service Agreement” and confirm these Agency Terms and Conditions.

4. Delivery of Advertising Materials

The Client may, at its sole cost and expense, create and deliver materials required for any Service Request according to technical specifications provided by AND Studios. If the delivered Materials do not conform to AND Studios technical specifications or do not arrive timely enough to deliver the Services on any agreed dates according to the “Service Agreement”, then AND Studios, in its sole discretion, may: (a) reject such service and refund any applicable amounts paid in advance; or (b) postpone service until a reasonable period after (i) the non-conforming Materials are corrected, or (ii) the late-arriving Materials are received; in any case, AND Studios may begin to charge the Client on the “Service Agreement” start date on a prorated basis based on the full “Service Agreement” for each full day the Materials are not received.

5. Advertiser & Agency Representations & Warranties

The Client, and any Agent listed on the “Service Agreement” on its behalf, is responsible for any liability arising out of or relating to any Services or Materials provided by the Client or Agent hereunder and any material to which users can link through such service (“Linked Content”). The Client represents and warrants that no part of the Ad, Advertising Materials or Linked Content will: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses or other similar harmful or deleterious programming routines.

6. DISCLAIMER OF WARRANTIES

AND STUDIOS PROVIDES ITS PUBLICATIONS, WEBSITES, AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. IN THE EVENT OF ANY ERROR OR MALFUNCTION IN THE DISPLAY OR DISTRIBUTION OF ANY AD, AND STUDIOS SOLE OBLIGATION WILL BE TO REPRINT OR REDISPLAY THE AD AS SOON AS REASONABLY PRACTICABLE. AND STUDIOS DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND EXPRESSLY EXCLUDES ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW.

7. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL AND STUDIOS BE LIABLE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THIS AGENCY AGREEMENT INCLUDING ANY INSERTION ORDER (EVEN IF AND STUDIOS WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING). UNDER NO CIRCUMSTANCES SHALL AND STUDIOS BE LIABLE TO THE PRODUCTION, CLIENT OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED BY AND STUDIOS UNDER THE RELEVANT INSERTION ORDER TO WHICH SUCH LIABILITY MAY ARISE. IN LIEU OF REFUND, AND STUDIOS SHALL BE PERMITTED TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING IF THE “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE TIME AFTER THE LIABILITY HAS ACCRUED.

8. Indemnity

Each of the Client and any third party agrees to indemnify, defend, and hold harmless AND Studios and its affiliates, directors, officers, agents and representatives for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Agency Agreement by the Client or such third party as applicable (including Clients Representations and Warranties set forth above), (b) the content or subject matter of any Ad or Advertising Materials, or (c) any violation of any applicable laws, rules, regulations, industry guidelines or policies, including without limitation relating to any end-user or other data that it may collect or have collected in relation to the services placed according to the AND Proposal.

9. Acknowledgement of Intellectual Property Rights

The contractor agrees that all intellectual property, i.e., design work and copy concepts, including layouts, digital files and hard copies, video and audio “samplers,” photography, illustration, or three-dimensional mockups of same, presented by the Agency, to the Client for review, shall remain the exclusive property of the Agency unless specifically contracted for purchase or use by the Client. At the time such purchase or use is agreed to, a specific transfer of ownership shall be arranged or specific terms for use shall be determined, and the cost of said materials and related services agreed to. All such aforementioned intellectual property presented to the Client shall be returned to the Agency upon demand therefor. Unauthorized use of all such aforementioned Agency intellectual property shall constitute a violation of the Agency’s copyright, and violators shall be prosecuted to the full extent of the law. Ownership of such intellectual property shall be so designated by the following clause which shall appear on all Agency proprietary materials/digital files: © 2019 AND Studios, This work is the property of AND Studios, and cannot be used, reproduced, distributed, or transmitted in any form or by any information storage or retrieval system, without the written permission of the copyright holder except where permitted by law.

10. Miscellaneous

This Agency Agreement, including these Agency Terms and Conditions and associated Service Agreements, sets forth the entire agreement of the parties and supersedes any prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written addendum signed by both parties may change this. This Advertiser Agreement will be governed and construed by the laws of the Commonwealth of Nevada. AND Studios will submit to the jurisdiction of the local courts as necessary. If any provision of this Agency Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.