NOW, THEREFORE, for and in consideration of the mutual premises, covenants, warranties, and representations of the parties, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and, intending to be legally bound, it is mutually agreed by the parties as follows:

1. Scope.  All Services provided by DASH to Client are subject to these Terms, which shall govern the entire relationship between DASH and Client.

2. Proposals, Scopes of Work, and Work Agreements.  By signing and returning a Proposal, Scope of Work, and/or a Work Agreement (collectively for purposes of these Terms, a “SOW”), Client acknowledges and agrees that it desires to have DASH provide the services specified in such SOW. The SOW is described on the contract page.

3. Payment Terms.  DASH shall invoice Client on the same date of every month throughout the course of the partnership Client shall pay such invoices in full within thirty (30) days of its receipt of an invoice. All Payments are non-refundable.  The performance of Services beyond those specified in a SOW shall be billed to client at DASH’s hourly rates or set rates (i.e. 1 Day of Onsite-Filming), which are subject to change, and which shall be billed to client, invoiced, and paid by Client pursuant to this Section 3.  Any invoiced amount not paid within 30 days of due date shall accrue interest at a rate of 1.5 percent (1.5%) per month until paid or 18% annually.  If DASH is required to obtain legal counsel to collect any amounts owing, Client shall pay to DASH all reasonable attorneys’ fees and other expenses associated with such collection to DASH. The monthly rates outlined in this agreement will automatically increase by 4% annually, effective on the anniversary of the contract start date each year, unless otherwise agreed upon in writing by both parties. This adjustment reflects anticipated changes in costs and ensures the sustainability of the services provided. Monthly service fee will automatically increase 4% every 12 months.

4. Scheduling.  Any scheduling information set forth in a SOW is subject to change in DASH’s sole discretion and any changes to any schedule shall not be grounds for Client’s non-payment.

5. Force Majeure.  If DASH is prevented, hindered, or delayed from fulfilling its obligations pursuant to any SOW by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolution, strikes, pandemics, epidemics, governmental mandate, or any other similar cause beyond the reasonable control of DASH (each, a “Force Majeure Event”), and such non-performance, hinderance, or delay could not have been prevented by reasonable precautions, then, DASH shall be excused for such non-performance, hindrance, or delay, as applicable, of its obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and DASH continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plan, or other means.  DASH will notify Client of the occurrence of the Force Majeure Event, describe in reasonable detail the nature of the Force Majeure Event, and shall exercise its best efforts to mitigate delays and costs arising from the Force Majeure Event.

6. Intellectual Property.

a. Client Intellectual Property.  For any intellectual property (including without limitation copyrights, trademarks, trade dress, moral right, or other intellectual property right) provided by Client to DASH, Client warrants and represents that it is the owner, or duly authorized licensee, of all of the intellectual property provided to DASH and that the same does not infringe upon the intellectual property rights of any third party, including rights under applicable patent, trademark, trade dress, trade secret, copyright, moral right, or other intellectual property right. Client hereby grants DASH a license to use the relevant Client intellectual property for the limited purpose of performing the Services pursuant to these Terms and/or the relevant SOW.

b. Intellectual Property Created by DASH.  All work product, including without limitation, all ideas, concepts, methods, processes, photographs, videos, content and anything in tangible or recorded form, conceived, developed, or reduced to practice by DASH pursuant to its provision of the Services, and all intellectual property rights therein (“Work Product”) are and will be the sole and exclusive property of Client.  Work Product does not include the raw footage captured by DASH, including raw video files or photo files as these may be purchased separately. Work Product shall be deemed to be a work made for hire as defined in 17 U.S.C. §§ 101 et seq.  To the extent the provisions of Title 17 of the United States Code do not vest in Client all ownership of copyrights and other intellectual property rights to all Work Product, DASH hereby assigns, conveys, and transfers to Client all right, title, and interest in and to such Work Product. DASH shall cooperate with and assist Client as reasonably necessary for Client to obtain and perfect Client’s intellectual property rights in and to Work Product, and such obligation on the part of DASH shall survive the termination or expiration of these Terms and/or any SOW until such protection is obtained.  Notwithstanding anything to the contrary in this Section 6(b), DASH reserves the right to charge Client a reasonable hourly rate for its assistance to Client with respect to the foregoing.

c. Grant of Rights: Dash (the Company) is granted the exclusive and irrevocable right, license, and permission to use, reproduce, distribute, display, perform, modify, and create derivative works from all footage captured during shoots (the “Footage”) for any purpose, including but not limited to promotional, advertising, marketing, commercial, and editorial purposes, without any further consent or compensation required.

d. Scope of Use: The rights granted herein encompass all forms of media, including but not limited to digital, broadcast, print, online, social media, and any other platform or technology now known or hereafter developed. The Company may use the Footage in its entirety or in part, and may edit, crop, or manipulate the Footage as deemed necessary.

Duration of Rights: The rights granted shall extend in perpetuity and shall not be limited by territory or geographic location.

e. Release and Waiver: By participating in the shoots, all individuals featured in the Footage (the “Participants”) hereby grant the Company the right to use their likeness, image, voice, and any other identifiable attributes captured in the Footage, and waive any right to inspect or approve the final use of the Footage. The Company shall have the sole discretion to determine whether and how to use the Footage, and shall not be obligated to use any or all of the Footage.

7. NO WARRANTIES.  ALL OF DASH’S SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND DASH EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND/OR CONDITIONS OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. LIMITATION ON LIABILITY.

a. DASH SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF PRODUCTION, DOWN TIME, BUSINESS INTERRUPTION, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATED TO THESE TERMS, ANY SOW, OR DASH’S SERVICES, WHETHER CAUSED BY OR RELATED TO ANY BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WHATSOEVER.

b. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DASH’S TOTAL LIABILITY TO CLIENT FOR ANY DAMAGES STEMMING FROM OR OTHERWISE RELATED TO THESE TERMS, ANY APPLICABLE SOW, OR DASH’S SERVICES, FOR ANY REASON WHATSOEVER AND IRRESPECTIVE OF FORM OR FORUM, IS LIMITED TO THE AMOUNTS PAID TO DASH BY CLIENT IN THE SIX (6) MONTHS PRIOR TO THE ASSERTION OF SUCH CLAIM, DEMAND, OR OTHERWISE.

c. CLIENT ACKNOWLEDGES THAT THE REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES. THE FOREGOING LIMITATIONS ON LIABILITY SHALL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Indemnification.  Client agrees to indemnify and hold DASH, it officers, directors, members, managers, employees, agents, affiliates, successors, and assigns harmless from and against any and all claims, demands, lawsuits, or similar actions, including without limitations claims involving intellectual property infringement made by any third party due to or stemming from these Terms, any SOWs, DASH’s Services, Client’s breach of these Terms, Client’s negligence or intentional misconduct, or Client’s action(s) in violation of any applicable laws or regulations.  The indemnification obligation under this Section includes Client’s payment to DASH of its litigation costs, attorneys’ fees, and any other similar or related expense.

10. Entire Agreement.  These Terms, along with any applicable SOWs, constitute the entire agreement between DASH and Client with respect to the subject matter herein and supersedes and terminates any and all prior agreements and understandings, whether oral or in writing.  In the event that the terms of any SOW directly conflict with these Terms, the terms contained in the SOW shall control.

11. Severability.  If any provision of these Terms or the application thereof to any party, person, or circumstances shall held invalid, illegal, or unenforceable to any extent, the remainder of these Terms and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

12. Invalidity.  The invalidity or unenforceability of any particular provision of these Terms shall not affect the other provisions hereof, and these Terms shall be construed in all respects as if such invalid or unenforceable provision were omitted.

13. Governing Law.  These Terms, and any other agreements entered into by DASH and Client, shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to conflicts of law principles, except to the extent that United Stated federal law preempts Georgia law, in which case United States law will apply, without reference to conflicts of law principles.

14. Dispute Resolution.  In the event that any dispute arises out of or otherwise related to these Terms, any SOW, or DASH’s Services, Client and DASH agree to first attempt to resolve such dispute by negotiating in good faith.  If the dispute cannot be resolved through good faith negotiation, the Client and DASH agree to submit the dispute to mediation administrated by the American Arbitration Association (“AAA”) pursuant to its Commercial Mediation Rules.  If the dispute remains unresolved after such mediation, the dispute shall then be submitted to binding arbitration administered by AAA by a single arbitrator pursuant to its Commercial Arbitration Rules and judgment thereon may be entered in any court having jurisdiction thereof.  The place of any mediation or arbitration shall be Atlanta, Georgia, USA.  The arbitration shall be governed by the laws of the State of Georgia.  Hearings shall take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings.  Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration.  Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.  The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witnesses.  In such event, the other party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award.  Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

15. Waiver.  The failure by DASH to require performance of any provision contained within these Terms or an applicable SOW shall not affect DASH’s right to require performance at any time thereafter, not shall a waiver of any breach of these Terms or any obligation under an applicable SOW constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

16. Headings.  The headings contained in these Terms are inserted as a matter of convenience only and in no way limit, define, or describe the scope or intent of these Terms and do not in any way affect its provisions.

17. Contract Length: 12 months beginning on the “Start Date” referred to in the SOW. At the expiration of the initial term, this Agreement shall continue from year to year under its then existing conditions unless and until a party hereto gives the other no less than 30 days written notice of termination prior to expiration of the initial term or of the one-year extension then in effect. If a cancellation notice is given, all filming dates shall be forfeited.