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Slate Studios
Service Terms and Conditions

Payment Terms

A booking is confirmed upon acknowledgement of receipt of the signed and approved final estimate from the client, containing specific payment terms & dates. Until the approved and signed estimate has been received and acknowledged, the booking is not confirmed.

Deposit

In order to confirm and hold a shoot date, a deposit is required.

Time of Payment & Late Payment Fees

Client shall pay Slate for the work performed hereunder as set forth on the applicable approved estimate. Delays resulting from the late payment of Client may result in an adjustment in fees by Slate. All rights of the Client herein are conditioned on Slate’s receipt of full payment. In addition, Slate may suspend performance of services and withhold delivery of materials until payment is made in full of all amounts due. Slate shall not be liable for any damages, losses or liabilities that may arise out of Slate’s suspension of performance and/or withholding of materials due to Client’s non/late-payment. Late payments shall accrue interest at the rate of 7.5% per month. Slate shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.

Overtime

All shoot periods are pre-arranged at the time of booking based on a standard 10-hour shoot day. Crew time begins promptly at the designated starting time and ends promptly at the designated ending time. Time includes set up and break-down. If early or extended hours are known prior to shoot, these extended hours must be worked out and paid for in advance before shoot period begins. Overtime on day of shoot begins after 10 hours from the designated start time at a standard $250/hour overtime rate and will include crew overtime rate [amortized from their day rate for 10 hour day and billed at 1.5x their hourly rate]. Slate does not reserve the requirement to inform client prior to overtime rates and client should be aware of the time schedule. Studio must be cleaned and vacated by the end of the rental period. No prior drop-off and/or pick-up after completion of shoot, of equipment, props, etc. unless negotiated in advance.

Cleaning & Trash

Client agrees to leave the Premises and all contents and fixtures in the same condition as they were prior to team arrival. Slate will dispose of trash collected in the supplied trash cans. Client must discard larger items, such as props and set pieces, in the Slate disposal bin. Disposal of large amounts of garbage due to large sets may also accrue additional costs. All items brought to the Premises by Client are to be removed by Client. Items left after 2 days will be assumed abandoned and may be discarded or kept by Slate for Slate‘s use, with no compensation due the Client, at the discretion of Slate. If Client does not return Premises to the order and cleanliness found when Client arrived, Slate Studio’s will charge at minimum a $95 cleaning fee.

Equipment

Slate agrees to provide equipment in good working order, but makes no special guarantees as to said equipment’s functionality or suitability to Client’s purposes. Client shall notify Slate immediately of any malfunction, damage or other issues with the equipment. WiFi service is available during the shoot period. In the case of additional equipment rental added on the shoot day, the project fee plus damage deposit must be paid by credit card or cash deposit at the time of rental. Additional fees may apply.

Electrical Usage

Project and/or Rental Fee is based on the use of strobe lighting. In such cases where hot lights are used, Slate will charge an additional $150 power usage fee to the final invoice.

Damage

Client shall be solely responsible for any damage to Slate‘s property or equipment that occurs during the time Client or his/her party occupies the Premises. Client agrees to pay reasonable additional repair costs to bring damaged equipment back to working condition. Client agrees to pay for damage to the Premises including spills, excessive wear, marks or stains on furniture, fixtures or painted surfaces.

Conduct

Slate maintains a professional environment. Client shall be solely responsible for the conduct and welfare of all persons accompanying Client while on Slate‘s Premises. Client agrees that a Slate representative may, at Slate’s sole discretion, be present at all times. If the representative observes or otherwise becomes aware of dangerous, pornographic, illegal or negligent practices or activities, the representative reserves the right to stop the shoot and may require Client and Client’s party to leave immediately. The authorities will be alerted to any illegal activities witnessed by the Slate representative. In such case no refund will be given forunused time. However, Slate and its representatives assume no responsibility to act in such cases.

Studio Rules

No smoking whatsoever is allowed in the building or within 20 feet of any entrance. No alcoholic beverages or non-prescription or illegal drugs. Music/voices are to be kept at reasonable levels and not contain vulgar or offensive lyrics or words. No one will be admitted who is drunk or under the influence of illegal substances. No pets allowed without prior consent of a Company representative. Maximum of fifteen (20) people in Client’s party. Ask ahead if you have a larger group.

Waiver of Liability

Use of Slate’s Premises and equipment is at Client’s risk. Client hereby agrees that Slate will not be held liable for any direct, indirect, incidental or consequential damage, injury or loss to Client, their party or possessions while on the Premises. Client holds harmless and indemnifies Slate and its owners, agents, representatives, associates, officers, employees, guests and tenants against any suit, claim, loss, accident, judgment, fine, injury or damages, including reasonable attorney’s fees. This indemnification shall continue in full force and effect during and after the term of the service, including rental(s) and/or project(s) for such causes arising during the term of the rental and/or project(s) .

Legal Clearances & Indemnification

The Client is responsible for obtaining all legal clearances required for the performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Slate and its officers, employees and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act or omission of the Client and/of Slate, in all circumstances.

Liability of Slate

Slate shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Slate or by Client. Slate shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Slate’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder.

Age of Models

Client is solely responsible for verifying that all subjects are of legal age or accompanied by a parent or legal guardian. Slate has no responsibility to determine or verify the age of participants in the Client’s activities but reserves the right to demand proof of parental consent if models or photographic subjects are under the age of 18 and to end those activities if Slate becomes aware that legal age violations are occurring. Slate is not liable in the case of an invalid ID or any other form of age verification.

Insurance

Client is required, prior to rental and/or project, to present a certificate of general liability insurance naming Slate as the additionally insured on the dates of the shoot. If so required, Client’s liability insurance shall be deemed non-contributory insurance in the event of any claim or suit. Liability insurance shall be Commercial General Liability with a minimum of $2,000,000 per occurrence & annual aggregate.

Cancellation

No refunds on cancellations made 72 hours prior to the shoot date. All refunds, if any, will be made by direct deposit once Clients payments and deposits have cleared Slate’s account. If Slate must cancel Clients reservation, the Client will be given, in Slate sole discretion, in rescheduling either partial, none or full refund. Slate is not liable for acts out of its control that affect the shoot, such as building equipment failures, power outages, weather, acts of God or emergencies. In such cases, Slate will refund a prorated portion of Client’s payment at Slate’s sole discretion..

Client Obligations & Materials

Slate’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. Slate shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this Agreement.

Where photographs, illustrations or other visual materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. The Client shall pay all fees and expenses required to bring nonconforming materials up to such standards. The Client warrants that all assets, concepts, materials, specifications, information and instructions provided by Client or its agents may be exploited pursuant to this Agreement, including on the Internet, without violating

Client must supply Slate with all image guidelines, including crop reference, crop ratios, style guidelines for each item, prior to shoot date. In such cases where Slate does not receive image/style guidelines from client, Slate assumes no responsbility nor liability for any image discrepancies, after the fact.

Client Representative

In order to avoid miscommunication, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Slate. The Client Representative shall be responsible for coordination and review of Slate’s services and notifying Slate of Client instructions, change orders and approvals. The signature or e-mail approval of the Client Representative shall be final and binding on Client. If after the Client Representative has approved an order, the Client or any authorized person alters the scope of work or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services as set forth in section above.

Approval of Work

Work will not commence until the signed approved estimate has been received. Within five business days following receipt of any deliverables, the Client will provide Slate with either (a) written approval and acceptance of such deliverables (which will not be unreasonably withheld), or (b) a written list of reasonable revisions that will bring the deliverables into compliance with the Approved estimate. Each deliverable hereunder will be deemed accepted by the Client if, within five business days of its delivery to the Client, the Client does not receive the foregoing written notice. Slate, in the course of the provision of the Services, will constitute Slate’s authority to purchase, publish, and make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which Slate considers reasonable in order to carry out its obligations under this Agreement or any approved estimate. Slate will be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions and Slate will not be responsible for the consequences of booking decisions made.

Rights, Ownership, and Usage

Subject to Slate’s receiving full payment under this Agreement, Slate assigns to the Client, without representation or warranty, all rights, title and interest to work and services performed. Slate may have in any work specifically created by Slate for the Client pursuant to this Agreement, except that:

(a) Slate may use and distribute such work as part of its portfolio for promotional purposes;

(b) Slate shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product;

(c) Slate shall own and retain all rights to any images, motion files, and other files and features incorporated into or utilized by the Work.Unless the parties agree otherwise in a written and signed approved estimate, Slate shall retain ownership of any and all assets, including any and all associated intellectual property rights.

(d) If the Client desires to utilize any of the Work, whether accepted or rejected by the Client hereunder, for any marketing campaign, promotion, product, service, advertisement or any other purpose outside the scope of this Agreement, the Client must inform Slate, in which additional usage fees may apply.

Scope Changes / Additional Services

Any services outside the initially agreed upon estimate or changes to previously approved work requested by the Client shall be the subject to additional fees to be approved in writing by both parties. Each such additional Change of Scope is hereby incorporated herein by this reference including any additional equipment, services, catering, beverages, staff, vendors or modifications to the approved estimate.

Expenses

Client will be notified for approval of any additional expenses in excess of more than twenty percent (20%) of those set forth in the original approved estimate. At Slate’s discretion, Client shall reimburse Slate for these additional expenses. Where applicable, Slate will invoice Client for all fees related to acquisition of talent or talent services in advance and will only secure talent services upon receipt of all such fees from Client.

Confidential Information; Non-Solicitation

Confidential information is that which relates to the Client’s or Slate’s research, development, trade secrets or business affairs and includes, in the case of Slate’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Slate and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter.

Suppliers

Unless otherwise stated in this Agreement or agreed by the parties in writing, Slate’s contracts with suppliers in respect of the Services shall be made in accordance with suppliers’ standard terms or such other terms as Slate is able to negotiate with the relevant supplier.

Slate shall act as principal in all such contracts, but all rights and liabilities as between the Client and Slate shall correspond to those between Slate and the various suppliers, including in particular any services and any rights of amendment, omission and cancellation. Slate shall use reasonable efforts to procure best commercial terms for the Client.

Governing Law; Jurisdiction

This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in New York County, New York for the purpose of hearing and deciding any and all disputes, claims and controversiesarising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.

Arbitration & Miscelleny

If the parties are unable to resolve any controversy or claim arising under this Agreement, they agree to submit the dispute or claim to binding arbitration subject to the commercial arbitration rules of the American Arbitration Association. This arbitration will take place in the state of New York. The parties further agree that any such controversy or claim shall be submitted to one arbitrator selected from the panels of arbitrators of the American Arbitration Association. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator‘s award, or fails to comply with the arbitrator‘s award, the other party is entitled to costs of suit, including a reasonable attorney‘s fee for having to compel arbitration or defend or enforce the award. Notwithstanding the foregoing, either party may refuse to arbitrate when the dispute is for a sum less than $1,000.

Client shall comply in all respects with all federal, state, county, city, or other local laws, regulations and ordinances and all rules and regulations of any governmental authority, in connection with this Agreement. This Agreement incorporates the entire understanding and agreement between Slate and the Client. Any modifications of this Agreement must be in writing and signed by both parties. Any waiver of a breach or default hereunder shall not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement. The laws of the State of New York shall govern this Agreement. The following signatures constitute a legal and binding Agreement between Client and Slate.

Term and Termination

Either party may terminate this Agreement for any reason upon giving 30 days’ prior written notice to the other. Upon termination of this Agreement by Client without Slate’s fault or consent, Client shall pay Slate, in addition to all of the fees earned by Slate pursuant to the terms hereof, an early termination fee equal to 50% of the total remaining fees payable to Slate hereunder (as specified in the Approved estimate), plus any and all expenses and third-party costs reasonably incurred by Slate through the effective date of cancellation. At Slate’s election, Client’s delay of work under this Agreement for a cumulative period of more than 30 days without Slate’s fault or consent shall be considered a termination of this Agreement by Client within the meaning of the immediately preceding sentence. If Client desires to terminate this Agreement due to Slate’s fault, Client shall give Slate written notice detailing the nature of Slate’s fault and possible remedies, whereupon Slate shall have a reasonable period of time (but in no event less than 30 days) to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Slate’s fault’ as described above.

Notices

Any and all notices required or permitted hereunder shall be sent by email to the address of the party for which intended, set forth below its signature hereto and, in the case of Slate.

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