This END USER Agreement (”AGREEMENT”) is made as of the Date of Purchase by and between Paradigm Multimedia, DBA. AREACODEVIDEO, a California corporation located at 318 Spear St, San Francisco, CA 94105 and the purchaser (”CLIENT”). Collectively AREACODEVIDEO and CLIENT shall be known as the “PARTIES”.

Services provided by AREACODEVIDEO

AREACODEVIDEO shall provide Client certain video services (”SERVICES”) as specified on the purchase order. SERVICES may include the development of digital video and/or audio files (“Product”) based on AREACODEVIDEO’s proprietary technology including, but not limited to, digital video and audio file production, distribution, playback and hosting tools and other software applications.

Client Duties

Client shall perform such duties and tasks necessary to facilitate AREACODEVIDEO’s performance of the Services outlined in the Purchase Order and provide AREACODEVIDEO with the necessary access to Client’s facilities, customers during Client’s normal business hours and otherwise as reasonably requested by AREACODEVIDEO in order to facilitate AREACODEVIDEO’s performance of the Services outlined in the Purchase Order. In addition, client will fill out all Purchase Orders completely, legibly and accurately, as well as show up to all appointments on time and understands that failure to appear on time will result in additional fees and inability to complete the video project as outlined in the “Failed Appearance” clause below. In addition, client will review in its entirety the “tips to save time checklist” provided by AREACODEVIDEO, before the day of the requested video service.

Client Understanding of Video Service Purchase Order

Client understands that the information given in the (Client Information) and (Property Information) sections of the Video Service Purchase Order are also used for the branded portion of the requested video service. All information must be legible, accurate and completely filled out. Any mistakes or missing information will result in additional fees at the rate of $100.00 per hour, (billed in half hour increments) to fix any problems with the final video service product. The shipping address under the (Client Information) section is used to ship requested DVD’s. All shipping of DVD’s is done through “standard” shipping rates, and is included in the DVD duplication fee.

Additional Fees, Expenses and Payments

For all Services performed under the Purchase Order or other request for Services that references this Agreement, Client shall: (i) pay AREACODEVIDEO in accordance with the Purchase Order or at the then current AREACODEVIDEO standard rates, whichever are applicable; (ii) pay AREACODEVIDEO upon receipt of each invoice. All payments pursuant to this Agreement are non-refundable. If your credit card is declined, a $5.00 fee will be charged for every declined attempt, up to a maximum of $15.00. After ten (10) business days, if payment has not been completed, your Video Project will be taken offline until your account balance is brought current. AREACODEVIDEO reserves the right to invoice Client the lesser of twelve percent (12%) annual interest or the highest interest rate allowable under applicable laws for any outstanding, undisputed invoice not paid within thirty (30) days after receipt. In addition, client will pay $25.00 dollars extra for every 15 minutes accrued over the allocated video service time slot.

Rights, Title and Ownership

Any expression or result of 415VIDEO Services, or the work, findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software, and other technical information (collectively “WORK PRODUCT”) created by AREACODEVIDEO in the course of performing the Services hereunder are the property of AREACODEVIDEO and are licensed to Client in accordance with this Agreement. All the title, ownership rights and intellectual property rights to the Product and Technology shall remain the sole property of AREACODEVIDEO, including but not limited to, any images, photographs, animations, video, audio, music, text, “applets” and “widgets” incorporated into the Product, the accompanying printed material. CLIENT may obtain one copy of the Product, or additional copies of the Product in accordance with this Agreement, or subsequent written agreements between the parties. CLIENT may not make copies of the Product or any written materials delivered by AREACODEVIDEO without AREACODEVIDEO’s express written consent. However, to the extent such Work Product provided to Client by AREACODEVIDEO contains Client’s Confidential Information Client shall retain title to such Confidential Information. Client shall have no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product.
Video Hosting
AREACODEVIDEO hosts the video projects on third party websites and servers. As a result, AREACODEVIDEO cannot guarantee that these websites and servers will always be available or accurate. Under no circumstances shall AREACODEVIDEO and its owners, officers, directors, agents, employees, successors, or assignees be liable for any consequential damages of any sort including, but not limited to, loss of goodwill or potential business as a result of a video project not being accurate, not being viewable at a particular time, or not available at all.

Postponement or Cancellation of Video Service

No penalty will be assessed if Client postpones a scheduled video service at least 48 hours before the start of the scheduled video service. Such Postponement must be in writing and confirmed with AREACODEVIDEO. If client postpones a scheduled video service at least twenty-four (24) hours before the start of the scheduled video service, a penalty of 25% of the amount of the scheduled video service will be assessed. If client cancels a video service within (24) hours of the scheduled start time, or fails to show up for a video service on time, or not at all, a penalty of 50% of the amount of the scheduled video service will be assessed.

Failed Appearance

Video services where client does not show up within 20 minutes after the scheduled and agreed upon video service time slot, or does not show up at all, will result in a penalty of 50% of the amount of the scheduled video service on the Video Service Purchase Order. In addition, the video service will be cancelled and a new Video Service Purchase Order will need to be completed by Client to reshoot the video service.

Term and Termination

Either party may terminate this agreement with 48 hours prior written notice to the other party. If contract is terminated after the 48-hour period, Client shall pay penalties as discussed in the (Postponement or Cancellation of Video Service) section of this agreement. Unless otherwise noted, video hosting services and license rights to use this Technology and Product shall be for a period of six (12) months. This Agreement will terminate automatically if Client fails to comply with the limitations of this Agreement.

Independent Contractor Status

AREACODEVIDEO performs this Agreement as an independent contractor, not as an employee of Client. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Client and AREACODEVIDEO.

Warranties and Representations

Each party warrants that it has the right and power to enter into this Agreement and an authorized representative has executed this Agreement. AREACODEVIDEO warrants that the video services will be performed in a professional and workmanlike manner in accordance with recognized industry standards. To the extent Services provided by AREACODEVIDEO are advisory, no specific result is assured or guaranteed. Any software, Product or Technology licensed or provided to Client is done so without Warranty of any kind.  AREACODEVIDEO EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHER AREACODEVIDEO EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.

Limitation of Liability

AREACODEVIDEO’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF SERVICE FEES PAID BY CLIENT FOR THE SERVICES FROM WHICH THE CLAIM AROSE. UNDER NO CIRCUMSTANCES SHALL AREACODEVIDEO AND ITS OWNERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS OR ASSIGNEES BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OF ANY SORT INCLUDING, BUT NOT LIMITED TO: LOSS OF GOODWILL, INVASION OF PRIVACY, BREAKING INTO, OR THEFT FROM, A PROPERTY BEING POSTED ON YOUR WEBSITE OR THE INTERNET, LOSS OF POTENTIAL BUSINESS AS A RESULT OF A “VIDEO PROJECT” NOT BEING VIEWABLE AT A PARTICULAR TIME, COMPUTER OR SERVER MALFUNCTION OR FAILURE, OR ANY OTHER LOSS OR DAMAGE, HOWEVER ARISING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.

Severability

If any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not, in any way, be affected or impaired thereby in any other jurisdiction and the validity and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

General

This Agreement and related services shall be governed by the laws of the State of California. Venue for this Agreement and any related dispute shall reside in San Francisco, Ca. Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. This Agreement and the Purchase Order constitute the entire understanding between the Parties with respect to the subject matter herein and may only be amended or modified by a signed exhibit by a duly authorized representative of each party. This Agreement may be executed by facsimile. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the Parties regarding the subject matter contained herein. No purchase order or other ordering document that purports to modify or supplement the printed text of this Agreement or any Exhibit shall add to or vary the terms of this Agreement or Exhibit. All such proposed variations, edits, or additions (whether submitted by AREACODEVIDEO or Client) to this Agreement or to a Purchase Order, are objected to and deemed material unless otherwise mutually agreed to in writing.  Authority Client represents and warrants that it has all right and authority necessary to enter into and perform this Agreement; that it owns all rights in and to data provided to AREACODEVIDEO for use in and in connection with the Services; and AREACODEVIDEO’s use of such materials in and in connection with the Services will not violate the rights of any third party.  The Parties hereby agree to all of the above terms and have executed this Agreement by a duly authorized officer or officer representative.