Terms & Conditions - 9-18-2017

Client: A client shall include Client’s parent companies, affiliates, and subsidiaries.

Scope of this Agreement: This Agreement applies to any image, graphics, digital assets, or digital images created or taken by Hive 180 or otherwise provided to client from Hive 180;

This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing;

This agreement and any license of use herein is not transferrable to a third party;

Rights: All Images, content and rights of Hive 180, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of Hive 180;

This license provides the Client with the limited right to reproduce, publicly display, and distribute the Images or other content only for the agreed upon terms as set forth in the Client Invoice;

Images and content used for any purpose not directly related outside of those terms, must be with the express permission of Hive 180 and may include the payment of additional fees, unless otherwise agreed to in writing;

Images and content may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties.

Removing and/or altering such information is prohibited and constitutes violation of the Digital

Millennium Copyright Act (DMCA) and Client will be responsible to the Artist for any penalties and awards available under that statute, and intellectual property rights under both state and federal law;

Creation: The manner and method of creating any Image or producing content is solely at the discretion of Hive 180 and the Client has no right to control Hive 180’s manner and method of performance under this Agreement;

Hive 180 will use their best efforts to: (a) ensure that content and Images conform to Client’s specifications; and (b) submit all content and Images to Client in agreed upon quality per the invoice;

Delivery: Hive 180 may select delivery of photographs or other content in JPEG, TIFF, PNG, or other standard format, at a resolution that Hive 180 determines will be suitable for the Images and content as licensed;

It is the Client’s responsibility to verify that the Images and content are suitable for reproduction and that if the Images are not deemed suitable, to notify Hive 180 with five (5) business days or forfeit any claims against Hive 180 for legal action;

Hive 180’s sole obligation will be to replace the Images and content at a suitable resolution but in no event will Hive 180 be liable for poor reproduction quality, delays, or consequential damages;

Unless otherwise specifically provided, Artist is not responsible to provide images or content 1) larger than 5”x7” at 300 dpi or 2) in a format higher than 8-bit or in RAW format;

Hive 180 has no obligation to retain or archive any Images delivered to Client;

Fees: All fees and expenses payable under this agreement are required at the time of delivery of the Images and content and payable irrespective of whether Client makes actual use of the Images or content;

If full payment has not been received within thirty (30) days all rights are revoked at Hive 180’s discretion. In the event rights are revoked, all images and content in the possession of Client will be removed from all forms of media and permanently destroyed within ten (10) days after receipt of CEASE and DESIST letter from Hive 180 or their agent;

Client shall provide Hive 180 with written statement that all images have been removed and destroyed within an additional (3) days.

Cancellation: If Client cancellation of this Agreement prior to 1) Stated delivery date on the Client Invoice or 2) within one (1) month of this agreement, Client will pay any expenses incurred and a twenty-five (25)% cancellation fee. For Client cancellation within two (2) days of the delivery date, Client is responsible for 100% of the fee and any expenses incurred;

No Exclusivity: This Agreement does not create an exclusive relationship between the parties;

Client is free to engage others to perform services of the same or similar nature to those provided by Hive 180, and Hive 180 shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Client or Hive 180;

Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it;

No amendment or waiver of any terms is binding unless in writing;

Indemnification: Client will indemnify and defend Hive 180 against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images, content or materials furnished by Client or to Client;

It is the Client’s responsibility to obtain the necessary model or property releases and ensure they are in full effect and in force;

General Law/Arbitration: This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Colorado. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in Routt county Colorado, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Severability: If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.

Waiver: No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.