Turnover Specifications

1. Definitions

"Agreement" means the written agreement, if any, between Company and Customer for service or material, and also includes the Customer Profile, these Terms and Conditions, and any Credit Application and Company's form of Purchase Order from Customer.

"Company" means MixMySpot.Com LLC., a Wyoming corporation.

"Company Liability" means any and all liabilities, losses, damages (including consequential and incidental), demands, claims, causes of action, judgments, and all related legal fees, costs, and expenses.

"Customer" means the person or entity applying for an account or requesting services or materials from the Company.

"Elements" means any type of media analog or digital, tape or files and any other physical material and the contents and rights to all the foregoing.

2. Ownership of Elements

2.1 Warranty. Customer represents and warrants that Customer is the sole owner or duly authorized representative of all owners of the Elements and all intellectual property contained in or represented by the Elements.

2.2 Authority. Customer represents that Customer has the legal right and authority to enter into the Agreement and engage Company to perform all work under it, and that all facts stated in the Agreement are true and complete.

2.3 Transfer. As long as Customer is indebted to Company, Customer shall not sell, assign, pledge, hypothecate, loan or otherwise encumber or purport to transfer any interest in the Elements without prior written notice to Company.

2.4 Indemnity. Customer shall indemnify, defend and hold Company harmless from all actual or potential Company Liability arising out of or in connection with the breach of any Customer warranty or the publication, processing, use, distribution, contents, or exhibition of Elements — including any claimed libel, slander, defamation, invasion of privacy, misappropriation of personality, or infringement of patent, copyright, trademark, trade name, or other proprietary right.

2.5 Claim. Company shall have no obligation to investigate the validity of any third-party claim regarding ownership or possession of the Elements. Customer shall indemnify Company from any resulting liability.

2.6 Response. Within 48 hours after Company provides notice of a claim, Customer shall notify Company in writing of the proposed response. Company, at its sole discretion, may take any reasonable action to protect its interests, including releasing, restricting access to, or interpleading the Elements.

3. Payment

3.1 Prices and Taxes. All prices are F.O.B. Company's facility and do not include sales, use, manufacturing, excise, or processing taxes. Customer shall indemnify Company for all applicable taxes.

3.2 Terms and Adjustments. Each invoice is due on presentation, or within 30 days if Company has granted an open account. Late invoices bear interest at 1.5% per month (18% per year). Any adjustment claim must be presented in writing within 30 days of the invoice date.

3.3 Third-Party Payment. Company is not obligated to accept work billed to a third party. If accepted, Customer and third party are jointly and severally liable.

3.4 Shipping. Company will use reasonable efforts to transport Elements at Customer's expense and risk. Without written instructions, Company may select the carrier and will not insure shipments unless requested.

3.5 Overtime. Rates are based on normal working hours and are subject to increase for work performed on Saturdays, Sundays, holidays, or outside normal working hours.

3.6 Price Changes. Company may increase pricing based on changes in materials, labor, or market conditions, and will endeavor to give notice.

3.7 Cancellation Fees. Cancellations made less than 48 hours prior to scheduled work will incur a cancellation fee of 100% of the estimated project costs.

3.8 Attorneys' Fees. Customer shall reimburse all attorneys' fees incurred by Company in any related dispute, interpleader, collection, or enforcement action.

4. Right to Refuse Performance

4.1 Company reserves the right to refuse service to anyone at any time.

4.2 Generally. Company may refuse to perform any service that could expose it to a claim, or that it deems unlawful, pornographic, defamatory, degrading, or tending to incite prejudice or passion. Company may stop work and retain Elements until Customer has paid in full for work performed.

4.3 Imperfect Elements. Company may refuse to accept old, shrunken, imperfect, or nitrate material. If accepted, Company is not responsible for resulting defects and may charge for additional time and materials.

5. Limitations of Warranty

Except as expressly stated in these Terms and Conditions, Company makes no warranty, either express or implied, as to merchantability, fitness for a particular use or purpose, description, quality, character, or otherwise with respect to the services or goods provided by Company.

6. Storage and Removal

6.1 Storage. At Customer's written request and sole risk, Company will store Elements during production and for a reasonable period after completion. Company may require Customer to retake possession.

6.2 Removal. Within thirty days after written notice, Customer shall pick up all Elements at Customer's sole expense, or Company may destroy or otherwise dispose of them. The limitations of Section 9 apply to such disposition.

7. Miscellaneous A

7.1 End Credits. Client will include "Post Sound Services Provided by Mix My Spot" in credits on all projects that present credits. Customer will use best efforts to include the Mix My Spot logo in credits.

7.2 Marketing Material. Company retains the right to use client material for marketing purposes.

7.3 Refunds & Credits. Company is under no obligation to provide refunds or credits for unused services.

7.4 Bids and Proposals. Any and all proposals or bids are valid for 30 days.

7.5 Cancellation. There is a 48-hour cancellation policy for any and all scheduled time.

7.6 Cancellation. Projects submitted online may not be canceled or terminated.

7.7 Initiation of Work. Any initiation of work related to a proposal or bid constitutes Customer's acceptance of that proposal or bid.

7.8 Invoice Adjustments. Requests for adjustments to invoices must be made within 10 working days of delivery of the invoice.

7.9 Additional Fees. Taxes, duties, transportation, messenger services, shipping charges, and meals are not included and will be billed separately plus a 20% service fee.

7.9.1 Quality Control Reports. Company is not responsible for any repairs, corrections, or "fixes" beyond 90 days of delivery. Beyond 90 days, Customer may incur additional fees and media storage fees.

7.9.2 Overtime. Overtime is not included in an hourly or flat rate unless specified in writing in the bid, proposal, or invoice. Overtime and double time will be billed as additional fees.

8. Miscellaneous B

8.1 All Work. This Agreement applies to all Company work performed, services rendered, and material furnished for Customer's account until rescinded, terminated, or modified by a subsequent written agreement.

8.2 Entire Agreement. The Agreement constitutes all terms and conditions agreed by the parties, and replaces any prior general agreement inconsistent with these terms.

8.3 Remedies Are Cumulative. Company's failure to insist on performance of any provision or to exercise any right shall not be construed as a waiver.

8.4 Interpretation. Paragraph headings are for convenience only. Terms shall be interpreted according to their fair meanings and not strictly for or against either party.

8.5 Governing Law. This Agreement is governed by the laws of the State of California. Jurisdiction and venue shall be proper in any State or Federal court in the County of Los Angeles, State of California.

8.6 Notices. Notices to Company shall be sent to:

8.7 Credit Application/References. If Customer applies for credit, Customer authorizes Company to verify the information and obtain any other information Company may request.

8.8 Modification. These Terms may be amended, waived, or modified only by a written agreement signed by Customer and an authorized officer of Company.

9. Liability Limitations and Insurance

9.1 Acknowledgments. Customer acknowledges that Company's prices are based on Company's assessment of the value of its goods and services, not the value of Elements. Elements are received, processed, and stored at Customer's risk. Company is not obligated to purchase insurance for the Elements — Customer is solely responsible to insure the Elements.

9.2 Liability Limits. Company shall not be liable for lost profits, incidental, consequential, special, or other damages caused by loss, damage, or destruction of Elements; delay in providing goods or services; defective products or services; or errors in labeling, shipping, or delivery — even if caused by negligence of Company. Company's liability shall be limited to replacement of a similar quantity of unexposed raw stock or new unrecorded tapes, return of Elements, or repair of defective goods or services. Company's total liability shall not exceed the portion of the price actually paid by Customer for that portion of goods or services rendered.

9.3 Prompt Notice and Time Bar. Customer shall return any defective Element and provide Company written notice of any imperfection or claim within the time stated in Section 9.5.

9.4 Delay and Delivery. Shipping and delivery dates are only approximations. Company shall not be liable for delays caused by weather, acts of God, acts of Customer, civil or military authority, fire, flood, earthquake, epidemic, quarantine, war, riot, strike, labor difficulties, equipment failure, or shortages.

9.5 Claims and Notice. Customer shall notify Company in writing of any claim within ninety (90) days after the earliest of shipment or the date Customer knew or should have known of such claim. Any claim not so noticed shall be deemed waived, released, and permanently barred.