Client Service Agreement

1.1. Services; Statements of Work. This Client Service Agreement Terms and Conditions ("Terms and Conditions") is intended to be the master agreement under which Client may request professional services, whether ongoing or project-based, to be performed by ULTIM (the "Services"). ULTIM shall provide only those Services specified in a written Service Agreement Statement of Work ("SOW") signed by both Parties. Each SOW is governed exclusively by the terms of these Terms and Conditions, whether or not these Terms and Conditions are specifically mentioned.

1.2 Change Requests. Any changes to an executed SOW (a "Change Request") must be mutually agreed to in writing by the Parties. Client acknowledges that a Change Request may impact delivery schedules and fees for the Services. ULTIM's Project Manager will be responsible for logging and tracking the progress of each Change Request.

2.1 Project Term. For any projects (as defined in the SOW and/or having a start and completion with no ongoing services), these Terms and Conditions commence on the Effective Date and will remain in effect until all obligations in the SOW have been satisfied for that specific project (the "Termination Date").

2.2 Superiority. To the extent that any conflict exists between the provisions in any SOW and these Terms and Conditions, the provisions of the Terms and Conditions shall be deemed controlling.

2.3 Covered Services. It is understood that these Terms and Conditions apply to all services provided by ULTIM to Client. This explicitly includes any future, additional, or subsequent services provided by ULTIM to Client beyond those contemplated in a defined SOW.

2.4 Ongoing Services Term. For any ongoing services or activities by ULTIM on behalf of the Client, these Terms and Conditions will remain in effect unless and until either Party provides written notice of its intention not to renew and or continue services at least sixty (60) days prior to the Termination Date (the "Termination Date").

2.5 Termination for Cause. Either Party may immediately terminate any SOW for "cause" if: (a) the other Party is in material breach of this Terms and Conditions or any SOW obligation and fails to correct the breach within thirty (30) days after written notice from the non-breaching Party, or (b) the other Party commences bankruptcy or insolvency proceedings.

2.6 Effects of Termination. Termination of any SOW by either Party will not limit a Party from pursuing any other remedies available to it, including injunctive relief, nor will termination release Client from its obligation to pay all fees and expenses that Client has agreed to pay under any SOW and this Terms and Conditions. Upon termination of any SOW by ULTIM for any reason, all licenses granted to Client will immediately terminate. If any license granted under any SOW is terminated, Client shall (a) immediately cease using the licensed materials, and (b) certify in writing to ULTIM within thirty (30) days after termination that Client has destroyed or returned these materials and all copies remaining in Client's possession to ULTIM. This requirement applies to copies in all forms, partial and complete, and whether or not modified or merged into other materials.

3.1 Services. Client shall pay ULTIM for the Services in accordance with the fees and payment terms established in the applicable SOW. ULTIM reserves the right, at its sole discretion, to adjust pricing for ongoing services by supplying notice to Client and new pricing will become effective within thirty days of said notice.

3.2 Expenses. Client shall reimburse ULTIM for actual expenses (including travel and mileage) incurred by ULTIM in the performance of Services. A summary of expenses will be included in the invoice for the associated Services. ULTIM reserves the right to add an additional 10% administrative fee to any expenses charged to Client.

3.3 Payment Terms. Unless otherwise stated on the applicable SOW, all payments are due in advance or by the 14th of each month. For all amounts not paid when due, Client shall pay a $30 late fee for every 30 days past due.

3.4 Late Payments. Any payments not paid within 10 calendar days of the due date will incur a monthly penalty fee of five percent (5%) of the outstanding balance, compounded monthly.

3.5 Cancellations or Rescheduling. Cancellation or rescheduling of Shoot within 10 business days of Date of Shoot shall be subject to an additional fee of 10% of the Project Rate and reimbursement of travel expenses.

3.6 Taxes. All applicable transaction taxes, including sales and use taxes, value-added taxes, and other transactional charges such as duties, customs, tariffs, imposts, and government-imposed surcharges ("Transaction Taxes") will be paid by Client, and are not included in ULTIM's pricing. If ULTIM is required to collect Transaction Taxes from Client and remit them to a taxing authority, ULTIM will separately state the Transaction Taxes on an invoice. Each Party is responsible for its own income taxes or taxes based on gross revenues or gross receipts.

3.7 Failure to Pay and Acceleration. Client acknowledges that its failure to pay timely within 45 days of when said payment is due, including expenses, is a material breach of this Terms and Conditions and any SOW and will, upon notice, by ULTIM put ULTIM in default of this Terms and Conditions and any SOW for which ULTIM may, in addition to pursuing all other remedies, withhold the Services or terminate this Terms and Conditions and any SOW. Nothing in this section will prevent ULTIM from pursuing all of its rights, including the acceleration of full payment of agreed fees and Services. In the event of default in the payment of any fees for Project Services when due and upon notice, ULTIM may, without further notice or demand, declare the entire principal sum then unpaid immediately due and payable.

4.1 Services Warranty. ULTIM warrants that it will perform the Services in a professional and workmanlike manner utilizing properly trained personnel. For any alleged breach of this warranty, Client must provide a written claim within ten (10) business days after provision of the applicable Services specifying in reasonable detail the nonconformance.

4.2 Deliverables Warranty. ULTIM warrants that it will provide the specific deliverables identified in each SOW (the "Deliverables") and that the Deliverables will conform substantially to the requirements specified in the applicable SOW.

4.3 Acceptance Procedures. Client will have fifteen (15) days after notice from ULTIM of a completed Deliverable to either notify ULTIM in writing of its acceptance or rejection. Any failure by Client to notify ULTIM within the Acceptance Period will be deemed as Acceptance.

4.4 Third-Party Products. ULTIM is not responsible for the performance of any hardware, software, or other materials provided by third parties.

4.5 Legal Agreement. Client hereby warrants and agrees that these Terms and Conditions constitute a legal agreement between Client and ULTIM and governs all services provided by ULTIM to Client.

7.1 Definitions. "Confidential Information" may include specifications, manuals, business plans, software, marketing plans, financial information, proposals, Client lists, and other proprietary information.

7.2 Obligations. The Recipient shall use the same level of care to protect the confidentiality of the Confidential Information as it does to protect its own Confidential Information, but not less than a reasonable degree of care.

7.3 Exceptions. Obligations do not apply to information generally known to the public, known prior to receipt, or received from a third party.

7.4 Compelled Disclosure. Recipient may disclose Confidential Information if required by a subpoena or court order, provided they notify the Disclosing Party immediately.

8.1 Work Made for Hire. Content created specifically and exclusively developed by ULTIM for Client pursuant to an SOW will be deemed work made for hire, and ULTIM assigns to Client all rights, title, and interest it may have in the Client Materials, subject to full payment.

8.2 Delivery. Work made for hire by ULTIM will be delivered to the client as a finished work. Raw files and materials containing ULTIM intellectual property will only be released with written consent.

8.3 Client's Usage. Copyright for all footage filmed/photographed will be owned by ULTIM. Upon full payment, ULTIM grants Client an irrevocable license to use the final video product. Raw footage may be purchased for a fee of $4995.

8.4 ULTIM Intellectual Property. ULTIM retains ownership of all preexisting proprietary computer software, methodology, techniques, tools, algorithms, materials, keys, and know-how.

8.5 Client License Rights. ULTIM grants to Client a perpetual, worldwide, royalty-free, nonexclusive, nontransferable right and license to use ULTIM Intellectual Property that has been combined with the Client Materials for Client's own internal business purposes.

8.6 Additional Rights. Client may attempt to negotiate additional licensing rights for use of Images, but ULTIM is under no obligation to enter into such an agreement.

8.9 Requested Photos. While ULTIM will make reasonable efforts to take photos specifically requested by Client, ULTIM cannot ensure that requested photos will be taken due to uncontrolled event variables.

8.10 Restrictions. Client shall not copy, use, modify, or distribute any ULTIM Intellectual Property except as expressly licensed.

9.1 Provision of Materials. Client shall provide ULTIM with access to all information regarding Client requested by ULTIM that is necessary to perform the Services.

9.2 Timeliness. Any timetable in an SOW is dependent on timely receipt from Client of all necessary items and authorizations.

9.3 Release and Indemnity. Client releases ULTIM from any and all liability for, and agrees to indemnify and hold ULTIM harmless from and against, any and all losses, claims, expenses, costs, and damages.

9.4 Cancellation. Client understands that payments are non-refundable even if Client cancels the request for ULTIM's services or cancels the event.

10.1 Non-solicitation. Client agrees that during the course of receiving services and for a period of twenty-four (24) months immediately following the date of the last service, Client will not hire or solicit any employee, contractor, or agent of ULTIM.

11. Non-Disparagement. Client agrees that it will not make any public disparaging statements concerning ULTIM or its owners, affiliates, officers, directors, employees, agents, or contracting parties.

12.1 Notice. All notices must be in writing and sent by registered mail or overnight delivery service.

12.2 Legal Expenses. If legal action is taken, all costs and expenses incurred by the prevailing Party will be paid by the other Party.

12.3 Severability. If a provision is held illegal or unenforceable, the validity of the remaining provisions will remain in full force and effect.

12.4 Governing Law. This Agreement is governed by the laws of the State of Georgia.

12.5 No Waivers. No failure to exercise, and no delay in exercising, any right will operate as a waiver.

12.6 Assignment. Neither Party may assign or transfer this Agreement without prior written consent, except for ULTIM in the event of an acquisition.

12.7 Independent Contractor. ULTIM is an independent contractor.

12.10 Force Majeure. Neither Party will be held responsible for any delay or failure in performance caused by acts of God or other causes beyond reasonable control.

12.11 Entire Agreement. These Terms and Conditions together with the SOWs contain all the agreements, representations, and understandings of the Parties.

12.15 Arbitration. All disputes shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

13.1 As the work outlined in this Service Agreement SOW progresses, either Party may initiate a Change Request that will include ULTIM's revised estimate of fees and schedule. The change will only be effective upon execution of the Change Request by both Parties.