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Crystal Room Studio, LLC

Studio Rental and Production Services Terms and Conditions

The Terms and Conditions stated herein (these “Conditions”) constitute a legal agreement between you (“you” or, the “Client”) and Crystal Room Studio, LLC, a California limited liability company (the “Company”). In order to use the Studio (as defined below) as further set forth herein, you must agree to these Conditions. By using the Studio or receiving any services supplied to you by the Company (collectively, the “Services”), you hereby expressly acknowledge and agree to be bound by these Conditions and the Agreement (as defined below), and any future amendments and additions to the Conditions as published from time to time at http://www.crystalroom.studio/ (the “Company Website”) or otherwise provided to you in writing by the Company.

The Company reserves the right to modify these Conditions, the Agreement and/or its policies relating to the Studio and/or the Services at any time, effective upon the posting of an updated version of these Conditions and/or such policies, as applicable, on the Company Website or otherwise providing notice of such modifications to you in writing. You are responsible for regularly reviewing these Conditions, as amended from time to time. Continued use of the Studio and/or the Services after any such modifications shall constitute your consent to such modifications

1. Definitions

1.1. “Agreement” means the Booking Form together with these Conditions.

1.2. “Booking” means the renting the Studio for the Booking Period and subject to the other terms and conditions specified in the Booking Form.

1.3. “Booking Fee” means the fee payable by the Client to the Company for the Booking as specified in the Booking Form or, if not specified therein, then calculated in accordance with the Company’s published schedule of fees, as set forth on the Company Website.

1.4. “Booking Form” means, collectively, any written forms(s) and/or quotation(s) given by the Company and accepted by the Client (provided, that such forms(s) and/or quotations(s) shall be deemed accepted upon the commencement of the Booking Period if no other prior acceptance by the Client is received by the Company).

1.5. “Booking Period” means the period of time described as such in the Booking Form, subject to any extension(s) thereof to be mutually agreed by the Client and the Company.

1.6. “Client Equipment” means equipment brought onto the Premises by the Client, or the Client Personnel or any employee, contractor, representative agent thereof for or on behalf of the Client.

1.7. “Client’s Own Part Recorded Media” means the Client’s own recording media incorporating any pre-recorded material, including, without limitation, multi-track recording tape(s) and/or digital equivalent(s) and/or computer software.

1.8. “Client Personnel” means the person(s) invited by the Client to enter the Studio or the Premises during the Booking.

1.9. “Client’s Recording” means an audio recording made before the Booking Period which is delivered to the Company by the Client in accordance with the Agreement.

1.10. “Company” means Crystal Room Studio, LLC, a California limited liability company.

1.11.“Company Service Providers” means the staff of the Company named as such in the Booking Form.

1.12.“Deliverable” means any work product (e.g., Recording(s), audio file(s), digital audio workstation session file(s), so-called “stem(s),” etc.) produced by, for and/or on behalf of the Client pursuant to the Agreement in the course of the Booking on the media and in the format described in the Booking Form.

1.13.“Fees” means, collectively, the Booking Fee, any Post Production Fees and all other sums payable by the Client to the Company under or in connection with the Agreement, as further set forth in the Agreement.

1.14. “Health and Safety Policies” means the health and safety policies of the Company, available at https://www.crystalroom.studio/terms-conditions/, as the same may be amended and/or updated from time to time.

1.15.“Maximum Liability” means the maximum liability of the Company to the Client arising under or in connection with the Agreement (in the aggregate for any and all potential claims brought by the Client arising out of or in connection with the Agreement), which amount shall be deemed to be the total amount(s) paid to the Company by the Client under the Agreement in the six (6) months immediately preceding the initial notice of any such claim(s).

1.16.“Post Production Work” means the rendering of so-called audio “post-production” services (as such terms are customarily understood in the recording industry) by the Company with respect to Deliverable(s) and/or Recording(s) in accordance with the description in the Booking Form.

1.17.“Post Production Fee” means the fee payable by the Client to the Company for the Post Production Work as specified in the Booking Form or, if not specified therein, then calculated in accordance with the Company’s published schedule of fees, as set forth on the Company Website.

1.18.“Premises” means all parts of the building and premises in which the Studio is located and the surrounding property owned or leased by the Company (including, without limitation, the Studio itself), and all common spaces appurtenant thereto.

1.19.“Recording” means any single or multi-track audio and/or visual recording or data programming or derivative thereof or any one or more pieces of recorded sound or visual image which (i) is recorded, produced and/or used during the Booking, or (ii) is subject to Post Production Work.

1.20.“Representatives” means the persons named in the Booking Form who have been authorized by the Client to instruct the Company on behalf of the Client.

1.21.“Studio” means the recording studio(s) and residential building(s) and the equipment contained therein, as specified in the Booking Form.

1.22.“Studio Breakdown” means a failure or breakdown or unavailability for any reason of the Studio which prevents the Client’s use thereof in accordance with the terms of the Agreement.

1.23.“Trademark(s)” means all Company owned and/or controlled trademark(s) and/or logo(s), and any and all rights associated therewith (whether registered or unregistered).

2. Scope of Agreement

2.1. The Agreement alone applies to all facilities rented by the Client and all work done by the Company for the Client and shall prevail over any other conflicting terms and conditions with respect to the Booking, whether put forward by the Client or the Company.

3. Use of Studio Facilities

3.1. Subject to Section 3.2 below, the Company shall make the Studio and the Company Service Providers, if and as applicable, available to the Client for the Booking Period and shall produce the Deliverable(s) as set forth in the Booking Form at the direction and subject to the monitoring and approval of the Client or the Representatives. The Client shall only permit people directly involved in the production of the Recording(s) and/or Deliverable(s), as stated on the Booking Form, to enter the Premises during the Booking Period. The Company reserves the right, in its sole discretion, to require any person to leave the Premises for any reason or for no reason.

3.2. The Client acknowledge and agree that, as a condition to the Client’s use of the Studio and the Company’s obligation to render any and all Services, the Company shall be entitled to undertake a background check on and/or psychiatric evaluation of the Client to ensure that the Client can safely utilize the Studio and has not been involved in or associated with any activities that could damage the Company’s reputation or imperil the functioning of the Studio, and that, if the Company elects to undertake such background check and/or such psychiatric evaluation, the Company’s obligations hereunder shall be subject to the Company receiving results with respect thereto that are satisfactory to the Company, in the Company’s sole discretion. The Client shall complete all requisite paperwork and provide the Company with all required information in order for the Company to conduct such background check and/or psychiatric evaluation.

3.3. The Client acknowledges and agrees that the Company utilizes security cameras throughout the Premises for purposes of ensuring the health and safety of the Client, the Client Personnel and all other persons present on the Premises and compliance with the Agreement at all times. The Client waives any and all objection to the use of such security cameras and the recording of the Client and/or the Client Personnel thereupon.

3.4. The Client shall be solely responsible for:

3.4.1.ensuring the suitability of the Studio for the Client’s purpose;

3.4.2. ensuring that the Client Equipment is compatible with the Studio;

3.4.3. the technical quality of any recording engineered by personnel provided by the Client;

3.4.4. any problem(s) or damage(s) caused by or resulting in any way from any use of Clients Own Part Recorded Media and/or any plug-in software provided by the Client (including any damage(s) to the Studio caused by so-called software “viruses”); and

3.4.5. any acts or omissions of the Representatives or the Client Personnel as if those acts and omissions were the Client’s own,
and the Company gives no warranty, undertaking or representation as to any of the foregoing.

3.5. If (a) the Client fails to use the Studio for any or all of the Booking Period, (b) the Client cancels the Booking or (c) the Company terminates the Booking or any or all of its obligations under the Agreement pursuant to Section 9.1 below, the Company shall have no obligation to refund the Fees or any part thereof to the Client or make the Studio and/or the Company Service Providers available for an alternative booking; provided, that should any of the foregoing occur, the Company shall have the option, in its sole discretion, to make the Studio and/or the Company Service Providers available for an alternative booking at a date and time to be mutually agreed (in any event without having to refund the Fees or any part thereof to the Client).

4. Fees

4.1. The Client shall pay the Fees in immediately available funds as the Company shall specify in writing. All Fees shall be paid in full as set forth in this Section 4 without any set-off(s) deduction(s), withholding(s) or encumbrances with respect thereto.

4.2. The Client acknowledges and agrees that, in order to secure the Booking, the Client shall be required to provide valid and complete credit card information on the Booking Form (the “Credit Card”). The Client acknowledges and agrees that the Booking Fee shall be charged to the Credit Card prior to the Booking Period. Further, the Client hereby authorizes the Company to charge the Credit Card after the Booking Period in an amount equal to any and all Fees accrued on or after the commencement of the Booking Period, as further set forth in and in accordance with this Section 4, including without limitation any Fees accrued in accordance with Section 8.6.1 hereof. In the event that, at any time, the Company is unable to charge the Credit Card pursuant to this Section 4.2, any and all amounts unable to be charged shall be considered unpaid Fees for purposes of the Agreement (including, without limitation, Sections 4.7, 4.9 and 7.3 hereof).

4.3. The Company may change any or all of the Fees at any time prior to the Booking without warning, in its sole discretion.

4.4. Unless the Company agrees otherwise in advance and in writing, one hundred percent (100%) of the Booking Fee shall be payable by the Client immediately concurrently with the Booking.

4.5. If the Booking Period is exceeded for any reason, the Client shall be charged an overtime fee equal to ten percent (10%) of the Booking Fee per hour that the Booking Period is exceeded (the “Overtime Fee”). Any reference to Fees in this Agreement shall be construed as including the Overtime Fee, if and as applicable. The Company reserves the right to amend the Overtime Fee prior to the commencement of the Booking in its sole discretion. The Company shall inform Client of the applicable Overtime Fee prior to the commencement of the Booking Period.

4.6. Any and all Fees that arise on or after the commencement of the Booking Period (including, without limitation, Fees associated with any good(s) bought or supplied by the Company or its designees in connection with the Services, Fees associated with any breach of Section 8 of these Conditions or any other breach of the Agreement, etc.) shall be payable by the Client promptly upon the Company providing the Client written notice with respect thereto (e.g., in a written invoice).

4.7. In the event that any Fees contemplated in this Section 4 are not paid by the Client within 60 days after the Company provides the Client written notice with respect thereto (e.g., if the Credit Card cannot be charged, as contemplated in Section 4.2 above), the Client shall be liable to pay interest on any sums overdue and payable to the Company from time to time at the rate of four percent (4%) per annum.

4.8. The Fees are solely subject to reduction(s), in the Company’s sole discretion, pursuant to Section 9.2 below.

4.9. Notwithstanding anything to the contrary in the Agreement, if the Client fails to pay the Booking Fee (or any part thereof) when due, the Company may terminate the Booking immediately without notice and without any obligation to refund any of the Fees already paid by the Client.

4.10. The Company shall have no obligation to provide any Deliverable(s) to the Client, and the Company may suspend all or part of the Services, until all outstanding Fees have been received by the Company.

4.11. The Company shall be entitled to include any costs incurred by the Company in connection with the collection of any outstanding Fees from the Client (e.g., debt collectors, etc.) in the total outstanding Fees due from the Client.

5. Client’s Own Media, Personnel and Equipment

5.1. The Client will be responsible for the integrity of the Client’s own media, including without limitation the Client’s Own Part Recorded Media, and the Company shall not be liable or responsible for any deficiency in or caused by such media in any Deliverable or otherwise.

5.2. The Client shall ensure that each of the Client Personnel shall abide by the Company’s and the Studio’s rules and regulations, the Health and Safety Policies and any other policies of the Company and/or the Studio (including, without limitation, those set forth in the Agreement), and the Client shall be responsible for:

5.2.1. any and all actions of the Client Personnel on the Premises;

5.2.2. any and all injury, loss or damage to any person’s equipment or premises caused by any act or omission of the Client Personnel, or as a result of any defect in or inappropriate specification of the Client Equipment or the Client’s own media;

5.2.3. any and all cost(s) associated with any Client Equipment;

5.2.4. any and all costs and expenses incurred by the Company on behalf of the Client at the Client’s request; and

5.2.5. any and all loss or damage to the Client Equipment (which the Client further acknowledges and agrees shall be at the sole risk of the Client).

5.3. The Company reserves the right to refuse installation of any of the Client’s so-called “plug-in” software on or to any of the Company’s or the Studio’s computer hardware.

5.4. The Client shall vacate the Studio and the Premises and remove all Client Equipment immediately at the end of the Booking Period or, if the Company so elects in writing, on the Company’s termination of the Booking or some or all of its obligations under the Agreement pursuant to Section 9.1 below. Should any Client Equipment not be removed from the Studio and the Premises at the end of the Booking Period, the Company shall provide prompt written notice with respect thereto to the Client and, should the Client not collect such Client Equipment within two (2) weeks of such notice, the Company shall be entitled to destroy or otherwise dispose of such Client Equipment without further notice or warning or obligation to the Client.

6. Sound Levels

6.1. The Client acknowledges that prolonged exposure to high noise levels above 85 dB(A) may cause damage to hearing and accordingly agrees that:

6.1.1. the Client shall be responsible for noise levels within the Studio;

6.1.2. the Client shall not sustain high noise levels within the Studio for long periods; and

6.1.3. the Company reserves the right to take such action as it may deem appropriate to maintain tolerable noise levels; and

6.1.4. the Company shall not bear any responsibility or liability with respect to any inconvenience or time lost in the event of any such action.

7. Recordings and Materials

7.1. The Client shall be responsible for ensuring its possession of the Deliverable(s) and any and all ancillary materials with respect thereto (if any) (collectively, “Materials”) upon the expiration of the Booking Period (the “Collection Date”).

7.2. After the Collection Date, in the event that the Client has not retained possession of any Materials and has instead left such Materials at the Studio or on the Premises:

7.2.1. notwithstanding anything to the contrary in the Agreement, the Materials may be held by the Company, at the Company’s sole option, solely at the risk of the Client;

7.2.2. the Client shall be liable to the Company for any and all reasonable costs as the Company may incur in connection with the continued storage of such Materials; and

7.2.3. the Company shall provide prompt written notice with respect thereto to the Client and, should the Client not collect such Materials within two (2) weeks of such notice the Company shall be entitled to destroy or otherwise dispose of such Materials without further notice or warning or obligation to the Client.

7.3. Notwithstanding anything to the contrary in the Agreement, until such time as the Company has in fact received payment of all Fees the Client agrees that the Client shall not, whether directly or indirectly, not entitled to sell, manufacture, license, distribute or otherwise exploit any Recording or Deliverable, and all Recordings, Deliverables and Materials shall be subject to a general lien in favor of the Company in the amount of any unpaid Fees.

7.4. Notwithstanding anything to the contrary in the Agreement, the Client acknowledges and agrees that the Client shall bear any and all risk, responsibility and/or obligations with respect to any and all Recording(s), Deliverable(s) and/or Materials once such Recording(s), Deliverable(s) and/or Materials have been removed from the Premises.

8. Compliance with Laws; General Obligations

8.1. General:

8.1.1. The Client shall, and shall ensure that the Client Personnel, (a) comply with all applicable laws and regulations, and (b) bear sole responsibility in obtaining and maintaining all necessary and/or appropriate licenses and/or consents associated with the exploitation or exhibition of any Recording(s) or Deliverable(s) and/or to enable the Company to provide the Services under the Agreement, if and as applicable.

8.1.2. The Client shall:

8.1.2.1. exercise good faith efforts to co-operate with the Company in all matters relating to the services to be provided by the Company under the Agreement; and

8.1.2.2. provide to the Company in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) reasonably required by the Company in connection with the services to be provided by the Company under the Agreement, if and as applicable.

8.2. Unauthorized Access:

8.2.1. The Client’s access to the Studio shall be limited to such areas of the Premises that are strictly necessary for the Booking and/or as directed or permitted by the Company.

8.2.2. The Company, in its sole discretion, reserves the right to refuse entry by the Client or any Client Personnel to any area of its Premises at any time.

8.3. Smoking:

8.3.1. Subject to Section 8.3.2 below, smoking anywhere on the Premises is strictly prohibited. Such prohibition shall apply to any substance that can be smoked and/or method of smoking, and includes but is not limited to, cigarettes, pipes, cigars, herbal cigarettes and/or electronic smoking or vaporizing devices.

8.3.2. Any Client or Client Personnel wishing to smoke must do so strictly within a designated outside area on the Premises or off the Premises.

8.4. Drugs and Alcohol:

8.4.1. The Client acknowledges that the Company is committed to providing a safe, healthy and productive working environment for all of the Company’s employees, contractors, clients and visitors, and therefore acknowledges and agrees that the use of any drugs on the Premises by the Client or any Client Personnel is strictly forbidden.

8.4.2. Any Client or Client Personnel found using, supplying, under the influence of or in the possession of an illicit or illegal substance while on the Premises will be required to leave the Premises immediately and may face penalties under applicable law, if and as applicable.

8.4.3. It is the sole responsibility of the Client and the Client Personnel to ensure that any alcohol is consumed in a responsible and appropriate manner and does not cause a breach of any other term of this Agreement.

8.4.4. The Company reserves the right to refuse entry to the Premises to any Client or Client Personnel or require that any Client or Client Personnel leave the Premises if the Company determines, in its sole discretion, that the Client or any Client Personnel is behaving in an inappropriate manner. For the avoidance of doubt, this shall include where the Company considers that the Client or any Client Personnel has consumed alcohol in an inappropriate or irresponsible manner.

8.5. Studio Wi-Fi

8.5.1. The Client acknowledges that the Company provides wireless internet service for the Client and the Client Personnel to utilize during the Booking Period in connection with the Booking and the use of the Studio and the Premises (“Wi-Fi”). The Client acknowledges and agrees, on its own behalf and on behalf of the Client Personnel, that, at all times in which the Client and/or the Client Personnel are using, accessing or otherwise utilizing Wi-Fi, the Client and the Client Personnel shall comply with those certain Wi-Fi Terms and Conditions attached hereto as Exhibit A (the “Wi-Fi T&Cs”), and hereby acknowledge and agree to the Wi-Fi T&Cs as if the Wi-Fi T&Cs were part of these Conditions. For the avoidance of doubt, any failure of the Client or any of the Client Personnel to comply with the Wi-Fi T&Cs at all times shall be deemed to be a breach of the Agreement.

8.6. Non-Compliance:

8.6.1. The Client shall be solely responsible for the actions of the Client Personnel as if they were the Client’s own, and shall ensure that the Client Personnel are made aware of the obligations in this Section 8 and that the Client Personnel comply with these obligations at all times. Any costs, expenses or damages directly or indirectly caused by, arising out of or in connection with the Client’s and/or the Client Personnel’s failure to comply with this Section 8 shall, in addition to any other provision of the Agreement (e.g., indemnification obligations), be considered Fees for purposes of the Agreement (including, without limitation, Section 4.2 hereof).

9. Assumption of Risk

9.1. THE CLIENT, ON BEHALF OF ITSELF AND ALL OF THE CLIENT PERSONNEL, EXPRESSLY, WILLINGLY, KNOWINGLY AND VOLUNTARILY ACCEPTS AND ASSUMES ANY AND ALL RISKS OF PERSONAL INJURY (INCLUDING, WITHOUT LIMITATION, ANY SUCH INJURY CAUSED BY, ARISING OUT OF OR IN CONNECTION WITH ANY DISEASE (AS DEFINED BELOW)), INCLUDING THE POSSIBILITY OF SERIOUS INJURY OR DEATH, CAUSED BY, ARISING OUT OF OR IN CONNECTION WITH THE BOOKING AND/OR CLIENT’S AND/OR THE CLIENT PERSONNEL’S USE OF THE STUDIO AND/OR THE SERVICES. The Client, on behalf of itself and all of the Client Personnel, further acknowledges and accepts that there is a chance that one or more persons, places and/or things with whom or with which the Client and/or any of the Client Personnel may have contact at the Studio and/or the Premises may carry and/or may have been exposed to a disease and/or virus (e.g., the novel coronavirus commonly known as “COVID-19”) (collectively, “Disease”). The Client, being over the age of 18 years, accepts and assumes all risks of property loss or damage at the Studio and/or the Premises. IN NO WAY HAS THE CLIENT BEEN SUBJECTED TO ANY COERCION, PRESSURE OR UNDUE INFLUENCE BY THE COMPANY TO ATTEND THE STUDIO AND/OR THE PREMISES OR PARTICIPATE OR ENGAGE IN ANY OF THE ACTIVITIES THAT MAY TAKE PLACE AT THE STUDIO (E.G., THE SERVICES), NOR HAS THE CLIENT BEEN PROMISED ANYTHING IN RETURN FOR THE CLIENT’S ATTENDANCE AT THE STUDIO AND/OR THE PREMISES OR THE CLIENT’S PARTICIPATION IN ANY SUCH ACTIVITIES.

9.2. THE CLIENT, ON BEHALF OF ITSELF AND ALL OF THE CLIENT PERSONNEL, HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES, FOREVER DISCHARGES, DEFENDS AND HOLDS HARMLESS the Company, any and all Company Service Providers and any directors, officers, members, employees, contractors, representatives and/or agents of the foregoing from any and all liability in connection with any and all injuries (including any injury caused by, arising out of or in connection with any Disease and/or any negligence on the part of any of the foregoing) or other damages of any kind caused by, arising out of or in connection with the Client’s and/or any of the Client Personnel’s attendance at the Studio and/or the Premises and/or such persons’ participation in any and all activities that make take place at the Studio (e.g., the Services).

9.3. ON BEHALF OF ITSELF, ANY AND ALL CLIENT PERSONNEL, AND ANY HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS OF ANY OF THE FOREGOING, THE CLIENT DOES HEREBY EXPRESSLY, WILLINGLY, KNOWINGLY AND VOLUNTARILY ASSUME ALL RISK OF PROPERTY LOSS, INJURY OR DEATH (INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING CAUSED BY, ARISING OUT OF OR IN CONNECTION WITH ANY DISEASE) AND WAIVES, RELEASES, DISCHARGES AND OTHERWISE AGREES THAT THE CLIENT IS BARRED FROM BRINGING AND HEREBY COVENANTS AND AGREES THAT THE CLIENT SHALL NOT BRING ANY CAUSE OF ACTION, IN EQUITY OR IN LAW, WHETHER INDIVIDUALLY OR AS A MEMBER OF ANY CLASS, AGAINST THE COMPANY, ANY OF THE CLIENT PERSONNEL, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES AND/OR AGENTS, FOR ANY AND ALL CLAIMS (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS CAUSED BY, ARISING OUT OF OR IN CONNECTION WITH ANY DISEASE) FOR DAMAGES, INJURIES, LOSSES, LIABILITIES AND EXPENSES, DIRECT, INDIRECT OR CONSEQUENTIAL, WHICH THE CLIENT MAY HAVE OR WHICH THE CLIENT MAY SUBSEQUENTLY SUFFER, CAUSED BY, ARISING OUT OF OR IN CONNETION WITH MY ATTENDANCE AT THE STUDIO AND/OR THE PREMISES AND/OR PARTICIPATION IN ANY AND ALL ACTIVITIES AT THE STUDIO (E.G. THE SERVICES), EVEN IF SUCH CLAIM IS THE RESULT OF GROSS NEGLIGENCE.

10. Termination and Cancellation Policy

10.1. In the event that the Client commits a material breach of the Agreement at any time, the Company may elect to terminate all or part of the Agreement with immediate effect and with no further obligation to the Client. For the avoidance of doubt, in the event of a termination pursuant to this Section 10.1, the Company shall not be required to refund any of the Fees to the Client.

10.2. If the Booking is cancelled by the Client for any reason, the Company shall refund the Client the following amount, which for the avoidance of doubt shall not be included as part of any outstanding Fees (provided that, notwithstanding anything to the contrary and for the avoidance of doubt, the Company shall have no obligation to refund to return any other amount(s) paid to the Company pursuant to the Agreement prior to such cancellation but not refunded pursuant to this Section 10.2):

10.2.1. In the event of a cancellation seventy-two (72) hours or more before the start of the Booking Period: an amount equal to one hundred percent (100%) of the Booking Fee; and

10.2.2. In the event of a cancellation no more than seventy-two (72) hours and no less than twenty-four (24) hours before the start of the Booking Period: an amount equal to fifty percent (50%) of the Booking Fee.

11. Indemnification

11.1. The Client shall indemnify the Company against any and all injury, loss, damage, costs and/or expenses suffered by the Company arising out of, resulting from or attributable to:

11.1.1. the Client’s cancellation of the Booking, including without limitation any costs and/or expenses incurred by the Company in connection with the Booking prior to such cancellation (excluding any amount(s) refunded by the Company pursuant to Section 9.2 above);

11.1.2. the Client’s production, use and/or exploitation of any Recording(s) and/or Deliverable(s);

11.1.3. the Client’s breach of the Agreement;

11.1.4. the Client’s use of the Client’s own media, including without limitation the Clients Own Part Recorded Material;

11.1.5. the Client’s use of the Client’s own so-called “plug-in” software; and/or

11.1.6. the Client’s breach of the Company’s Health and Safety Policies, whether such policies are supplied to the Client in writing or verbally, including those set forth in Section 8 above.

12. Content of Recording and Restrictions

12.1. The Client represents, warrants and agrees that nothing whatsoever may or shall be included in any Recording or Deliverable (including by means of or with respect to any software introduced by the Client into any Recording or Deliverable or into the Studio or the Premises in any way) which constitutes a breach or infringement of any intellectual property rights of any person or entity or which is in any way illegal, scandalous, obscene and/or libelous..

12.2. The Client may acknowledge that the production of any Recording or Deliverable or Post Production Work took place in the Studio in connection with the marketing and/or promotion thereof. Notwithstanding the foregoing, the fact that a Recording or Deliverable has been recorded or subject to Post Production Work in the Studio does not in any way imply an “endorsement” thereof as between the Company, on one hand, and the Recording, the Deliverable and/or the Client, on the other hand. If the Company becomes aware that the Client is implying any such endorsement the Company, shall notify the Client and the Client shall immediately cease any activity(ies) related thereto.

12.3. The Company shall not be required to render services in connection with or reproduce in any matter any Recording or Deliverable or other audio and/or audiovisual work(s) which, in its sole determination, is or may be of an illegal, scandalous, obscene and/or libelous nature.

12.4. The Client agrees that, with respect to all Materials recorded or subject to Post Production Work at the Premises:

12.4.1. it shall exercise good faith efforts to credit Crystal Room Studios, Los Angeles, as the location of such work; and

12.4.2. if the Client credits any of its own employees, agents or contractors, it shall also credit the Company Service Providers, if and as applicable.

13. Studio Breakdown

13.1. In the event of a Studio Breakdown, the Company shall, at its option, either (i) replace (as soon as can reasonably be arranged) the affected Studio facilities to which the Client was entitled by the terms hereof and which have been lost as a result of such Studio Breakdown, or (ii) credit or refund to the Client the applicable Booking Fee, in either case with no further liability or obligation to the Client beyond such remedy.

14. Deliverables and Post Production Work Warranty

14.1. The Client shall promptly notify the Company in writing of any defect in, loss of or damage to any Deliverable or the Post Production Work of which the Client becomes aware that is purportedly related to the Company’s performance of the Services (each, a “Defect”). The Client shall be deemed to have accepted and approved the Deliverable(s) and the Post Production Work if it does not notify the Company in writing of any such concerns within fourteen (14) days following the expiration of the Booking Period.

14.2. The Company shall exercise commercially reasonable efforts to correct any such Defect, solely to the extent that such Defect(s) are directly and discernably attributable to (i) materials or workmanship provided by the Company that are not of the quality or caliber of those customarily provided in the recording industry, and/or (ii) the negligence of the Company.

14.3. If the Company is unable to reasonably correct any such Defect pursuant to Section 14.2, the Company’s aggregate liability with respect to any and all Deliverable(s), Services and/or Post Production Work provided to the Client shall be limited as set forth in Section 18.

15. Intellectual Property Rights

15.1. The Client agrees that (i) the Trademark(s) are the sole and exclusive property of the Company, and (ii) it will not use or exploit the Company’s name, logo(s) and/or Trademark(s) to in any way without the prior express written consent of the Company.

15.2. The Client represents and warrants that the production of the Recording(s) and the Deliverable(s) and the use by the Company, its agents, subcontractors and/or consultants of any and all media prepared or provided by the Client (including, without limitation, the Client’s Own Part Recorded Media) in the performance of the Agreement shall not infringe on any rights of any third party, including without limitation any intellectual property rights.

16. Non-Solicitation

16.1. The Client agrees that it shall not, at any time during the Booking Period and for a period of six (6) months after the Booking Period, directly or indirectly solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in connection with any Services contemplated by the Agreement (including, without limitation, the Company Service Providers).

17. Confidentiality

17.1. The Client acknowledges that the Confidential Information (as defined below) is a valuable, special and unique asset of the Company, and therefore agrees that the Client will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than as set forth in this Section 17.

17.2. The term “Confidential Information” shall mean any and all of the Company’s trade secrets, confidential and proprietary information and all other information and data of the Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation:

17.3. Notwithstanding the foregoing, the Client may disclose the Confidential Information solely:

17.3.1. to the Representatives who need to know this information solely for the purposes of carrying out the Client’s obligations under the Agreement, provided that the Client shall take all reasonable steps to ensure that the Representatives comply with the confidentiality obligations contained in this Section 17 as though they were each a party to the Agreement. The Client shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this Section 17; and

17.3.2. as may be required by applicable law, a court of competent jurisdiction or any governmental or regulatory authority with competent jurisdiction.

17.4. The Company reserves all rights in the Confidential Information. No rights or obligations in respect of the Confidential Information, other than those expressly stated in the Agreement, are granted to the Client or to be implied from the Agreement.

17.5. The Client shall promptly notify the Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of any Confidential Information. The Client shall use best efforts to protect the Confidential Information from unauthorized disclosure, transfer or use. The Client shall return all originals and any copies of any and all materials containing Confidential Information to the Company upon termination of this Agreement for any reason whatsoever.

18. Limitation of Liability

18.1. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED THE MAXIMUM LIABILITY. IN NO EVENT SHALL THE COMPANY AND/OR ITS AFFILIATES, REPRESENTATIVES, AGENTS, SUCCESSORS AND/OR ASSIGNS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY AND/OR ITS AFFILIATES, REPRESENTATIVES, AGENTS, SUCCESSORS AND/OR ASSIGNS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY ARISE DUE TO THE ACTS OR OMISSIONS OF THE CLIENT, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE CLIENT’S USE OF OR INABILITY TO USE THE STUDIO AND/OR THE CLIENT’S INSTRUCTIONS TO THE COMPANY IN CONNECTION WITH THE BOOKING AND/OR THE SERVICE, ANY RELIANCE PLACED BY THE CLIENT ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN THE CLIENT AND ANY THIRD PARTY SERVICE PROVIDER NOT AFFILIATED WITH THE COMPANY, EVEN IF THE COMPANY AND/OR ITS AFFILIATES, REPRESENTATIVES, AGENTS, SUCCESSORS AND/OR ASSIGNS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2. ALL OTHER CONDITIONS, WARRANTIES, STIPULATIONS OR OTHER STATEMENTS WHATSOEVER CONCERNING THE AGREEMENT, WHETHER EXPRESS OR IMPLIED, BY APPLICABLE LAW, REGULATION OR OTHERWISE HOWSOEVER, ARE HEREBY EXCLUDED.

19. Assignment

19.1. The Agreement may not be assigned by the Client without the prior written approval of the Company. The Agreement may be assigned, in whole or in part, by the Company without the Client’s consent to (i) a parent or subsidiary of the Company, (ii) an acquirer of the Company’s assets, or (iii) a successor of the Company by merger. Any purported assignment in violation of this Section 19 shall be void.

20. Force Majeure

20.1. Notwithstanding anything to the contrary in the Agreement, the Company shall not bear any liability or responsibility for any failure to perform any of its obligations under the Agreement due to an Event of Force Majeure (as defined below). Following notification by the Company to the Client of the occurrence of an Event of Force Majeure, any obligation of the Company to render any Services shall be extended for the duration of such Event of Force Majeure, as well as a reasonable time after the conclusion of such Event of Force Majeure. For the purpose of the Agreement, an “Event of Force Majeure” shall mean any matter(s) beyond the reasonable control of the Company, including without limitation:

20.1.1. an Act of God, explosion, flood, tempest, fire or other natural disaster or accident;

20.1.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

20.1.3. the enactment of any law, restriction, regulation, prohibition or other measure of any kind on the part of any governmental or legal authority;

20.1.4. a widespread public health concern and/or emergency (including those arising out of or relating to the novel coronavirus commonly known as “COVID-19”);

20.1.5. import or export regulations or embargoes;

20.1.6. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

20.1.7. difficulties in obtaining labor, parts or machinery (e.g., labor strike, etc.); and/or

20.1.8. power failure and/or breakdown in equipment.

21. Miscellaneous

21.1. No joint venture, partnership, employment, or agency relationship exists between the Client, the Company or any third party provider as a result of the Agreement, the Services or use of the Studio.

21.2. If any provision of the Agreement is held to be invalid, illegal or unenforceable, such provision shall be excluded to the extent of such invalidity, illegality or unenforceability, and the remaining provisions shall remain in full force and effect and be enforced to the fullest extent under law.

21.3. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing.

21.4. This Agreement comprises the entire agreement between the Client and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

21.5. No variation or amendment to the Agreement shall be effective unless made in writing and signed by the Company and the Client.

21.6. All notices required to be given hereunder shall be in writing and deemed properly served if delivered by hand or sent by fax or email (provided that proof of transmission can be produced) to the address or fax number of the applicable party as specified on the Booking Form. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

21.7. The Client agrees that its sole remedy in the event of any legal action against the Company shall be an action at law against the Company to recover monetary damages actually suffered by the Client, if any. Specifically, the Client agrees that the Client shall not have any right to obtain any other form of equitable or injunctive relief, and the Client hereby irrevocably waives any right it may have to do or grant or authorize others to do any of the foregoing. At all times the Company shall have all rights and remedies which it has at law and in equity pursuant hereto and otherwise (including, without limitation, injunctive relief), all of which rights and remedies shall be construed as cumulative.

21.8. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law principles.

21.9. The Client shall be deemed to have accepted the provisions of the Agreement (and any written communication from the Company relating to the Agreement, which shall be deemed part of the Agreement if delivered prior to the commencement of the Booking) upon the commencement of the Booking, notwithstanding the absence of written confirmation of acceptance by the Client of any part of the Agreement and/or any terms contained in any such written communication from the Company.

THE CLIENT HEREBY ACKNOWLEDGES THAT THE CLIENT HAS READ AND UNDERSTANDS THESE CONDITIONS AND THE AGREEMENT AND AGREES THAT THE CLIENT’S USE OF THE STUDIO AND/OR THE SERVICES IS AN ACKNOWLEDGMENT OF THE CLIENT’S AGREEMENT TO BE BOUND BY THESE CONDTIONS AND THE AGREEMENT.

EXHIBIT A

Wi-Fi Terms and Conditions

By using the Company’s Wi-Fi, all users thereof hereby expressly acknowledge and agree that there are significant security, privacy and confidentiality risks inherent in accessing or transmitting information through the Internet. Security issues include, without limitation, interception of transmissions, loss of data, and the introduction or viruses and other programs that can corrupt or damage any such user’s computer.

Accordingly, all users of the Company’s Wi-Fi agree that the Company shall NOT be liable for any interception or transmissions, computer worms or viruses, loss of data, file corruption, hacking or damage to any such user’s computer or other devices that result from the transmission or download of information or materials via the Company’s Wi-Fi.

Use of the Company’s Wi-Fi is subject to the general restrictions outlined below. If abnormal, illegal or unauthorized behavior is detected (as determined by the Company in its sole discretion), including without limitation heavy consumption of bandwidth, the Company reserves the right, in its sole discretion, to permanently disconnect the offending device from the Company’s Wi-Fi and/or require the applicable user of the Company’s Wi-Fi to leave the Premises.

Examples of Illegal Uses

The following are representative examples only and do not comprise a comprehensive list of illegal uses:

1. Spamming and invasion of privacy, such as the sending of unsolicited bulk and/or commercial messages over the Internet using the Company’s Wi-Fi or using the Company’s Wi-Fi for activities that invade another’s privacy;

2. Intellectual property right violations, such as engaging in any activity that infringes or misappropriates the intellectual property rights of others, including patents, copyrights, trademarks, service marks, trade secrets, or any other proprietary right of any third party;

3. Accessing illegally or without authorization computers, accounts, equipment or networks belonging to another party, or attempting to penetrate/circumvent security measures of another system. This includes any activity that may be used as a precursor to an attempted system penetration, including, but not limited to, port scans, stealth scans, or other information gathering activity;

4. The transfer of technology, software, or other materials in violation of applicable export laws and regulations;

5. Using the Company’s Wi-Fi in violation of applicable law and regulation, including, but not limited to, advertising, transmitting, or otherwise making available so-called “ponzi schemes” or “pyramid schemes,” fraudulently charging credit cards, pirating software, or making fraudulent offers to sell or buy products, items, or services;

6. Uttering or transmitting threats;

7. Distribution of pornographic materials to minors; and/or

8. Accessing child pornography.

Examples of Unacceptable Uses

The following are representative examples only and do not comprise a comprehensive list of unacceptable uses:

1. High bandwidth operations, such as large file transfers and media sharing with peer-to-peer programs (e.g., so-called “torrents”);

2. Obscene or indecent speech or materials;

3. Defamatory or abusive language;

4. Using the Company’s Wi-Fi to transmit, post, upload, or otherwise make available defamatory, harassing, abusive, or threatening material or language that encourages bodily harm, destruction of property or harasses another;

5. Forging or misrepresenting message headers, whether in whole or in part, to mask the originator of a message;

6. Facilitating a violation of these Wi-Fi Terms and Conditions;

7. Hacking;

8. Distribution of Internet viruses or Trojan horses, or other destructive activities;

9. Distributing information regarding the creation of and sending Internet viruses, worms, Trojan horses, pinging, flooding, mail-bombing or denial-of-service attacks;

10. Activities that disrupt the use of or interfere with the ability of others to effectively use the Company’s Wi-Fi or any connected network, system, service, or equipment (e.g., the Studio and/or any element thereof);

11. Advertising, transmitting or otherwise making available any software product, product or service that is designed to violate these Wi-Fi Terms and Conditions, which includes the facilitation of the means to spam or initiate or facilitate pinging, flooding, mail-bombing denial of service attacks and/or piracy of software.

12. The sale, transfer or rental of the Company’s Wi-Fi to customers, clients or other third parties, either directly or as part of a service or product created for resale;

13. Seeking information on passwords or data belonging to another person;

14. Making unauthorized copies of proprietary software, or offering unauthorized copies of proprietary software to others; and/or

15. Intercepting or examining the content of messages, files or communications in transit on any data network.

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Signed by Kasey Philips
Signed On: August 18, 2020

Crystal Room Studio https://www.crystalroom.studio

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August 13, 2020 4:15 pm PST

User register Uploaded by Kasey Philips - office@crystalroom.studio IP 182.182.90.106