These Standard Terms and Conditions (the “Terms”) shall govern any and all services provided by Hero Post to Agency and Client (the “Services”), as defined in the approved bid for services (the “Approved Bid”) (the Terms together with the Approved Bid are referred to herein as the “Agreement”).

1.     Post Production Services. Conditioned on timely payment of the fees set forth in the Approved Bid (the “Fees”), Hero Post shall provide the services set forth in the Approved Bid and deliver the finished video (the “Video”). Time estimates are based on Hero Post receiving video files and all other necessary materials that adhere to Hero Post’s specifications.

2.     Fees. Fifty percent (50%) of the Fees will be billed upon execution of the Approved Bid, and the remaining fifty percent (50%) will be billed upon completion of the Services. Hero Post reserves the right to withhold delivery of the Video until full payment is made. Hero Post is a member of AICE and Agency and Client agree to be bound by AICE payment and cancellation policies, which are expressly incorporated herein by reference.

3.     Intellectual Property. Unless Hero Post expressly agrees in writing to secure licenses for the use of material in the Video, Agency and Client shall be solely responsible for obtaining, and represent and warrant that they have obtained, all licenses, permissions, consents, and rights necessary for the reproduction, distribution, performance, and any other use of the Video. Agency and Client agree to defend, indemnify, and hold Hero Post, and its employees, members, officers, directors, agents, attorneys, licensees, and assigns harmless from any and all claims, suits, demands, actions, proceedings, judgments, costs, and expenses (including without limitation attorneys’ fees) with respect to any loss, damage, cost, or expense arising from a breach by Agency or Client of this representation and warranty, or any other provision of the Agreement.

4.     LIMITATION OF LIABILITY. IN NO EVENT SHALL HERO POST BE LIABLE TO AGENCY, CLIENT, OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, AND IN NO EVENT SHALL HERO POST’S LIABILITY FROM THE AGREEMENT EXCEED, IN THE AGGREGATE, THE FEES PAID TO HERO POST UNDER THE AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

5.     Force Majeure. Hero Post shall not be in default or otherwise liable for any delay in or failure of its performance of this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, acts of an enemy, war, earthquakes, floods, fires, epidemics, riots, strikes, illness, failures or delay in transportation or communications, or any act or failure to act by Agency or Client or its employees.

6.     No Partnership or Agency. Nothing herein shall be deemed to constitute a joint venture, partnership, or fiduciary relationship between Hero Post, on one hand, and Agency or Client, on the other hand. Neither Agency nor Client is authorized to act on behalf of, or otherwise bind, Hero Post.

7.     Waiver. The failure of Hero Post to insist upon strict adherence to any term of the Agreement will not be considered a waiver or deprive Hero Post of the right thereafter to insist upon strict adherence to that term or any other term of the Agreement. Any waiver of any provision of the Agreement by Hero Post must be in writing and signed by an authorized representative of Hero Post.

8.     Severability. In the event any provision of the Agreement shall be held by any court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, the remaining portion of the Agreement shall nonetheless remain in full force and effect.

9.     Governing Law / Jurisdiction. The Agreement shall be deemed to be made under, and shall be construed in accordance with, the laws of the State of Georgia without regard to its conflict of law provisions. Agency and Client consent to the exclusive venue and jurisdiction of the United States District Court in Atlanta, Georgia, or if the District Court does not possess subject matter jurisdiction, then to the jurisdiction of the state courts in Atlanta, Georgia. Agency and Client waive any defense or objection otherwise available based on jurisdiction, venue, or the doctrine of forum non conveniens.

10.  Entire Agreement. The Agreement constitutes the entire agreement with respect to its subject matter, and the Agreement supersedes any and all prior agreements with respect to such subject matter, whether oral or written.