The following Business Terms and Conditions are designed to protect both Yale Video and our clients. Each time you work at our facility, at the end of the session, you will sign the workorder which the operator has been preparing throughout the session. This workorder documents the "chargable" services which were delivered during that session. When you sign, you are agreeing to the listed charges, and agreeing to our Business Terms and Conditions. Please read through the following pages. Any exceptions must be documented in writing upon Yale Video documents, and signed by Marty Siegall or Burt Yale, "prior" to the session.

BUSINESS HOURS: Regular work hours are from 8:30am to 5:30pm Monday through Friday. Weekend or holiday work will be billed at rates for time used plus overtime.

BUSINESS NAME: Yale Video is a DBA of Communications Media Inc. (CMI), a California corporation. Other variations of this name may be used, but all terms and conditions apply.

C.O.D.: C.O.D. orders may be picked up and paid for from 9:00am to 5:00pm Monday through Friday. Any C.O.D. over the estimated amount of $500.00 requires payment by cashiers check, money order or cash. Personal or company checks will be accepted for totals of up to $500.00. All C.O.D. orders that are completed after 6:00pm must wait until the following day for elements and pick up unless prior arrangements have been made between client and accounting department. Editors and other service personnel are not authorized to change these procedures.

CREDIT: All credit applications will be processed through our office with the cooperation of our Accounting department.

SHIPPING: Shipping and delivery of materials is the responsibility of the client but may be obtained from Yale Video.

TIME COMPUTATION: All facilities will be billed at half -hour minimums, with quarter- hour increments thereafter. Standby charges will be billed at 50% of facilities held.

CREDITS: Credits of the same style, size and duration as other main craft credits shall be displayed, when allowed, stating, as appropriate: Post Production Facilities by Yale Video, Anaheim, CA.

PRODUCTION ELEMENTS: The client has the right to only the completed tape, disk or artwork of a finished program, segment or element created by Yale Video at the client's request. All preliminary or in-progress lists, files, pre-builds, elements, software or incomplete versions are the sole property of Yale Video. Yale Video reserves the right to use any of the aforementioned items, exclusive of any copyrighted material, in future projects for any other client. Client may negotiate, in advance, for ownership of project elements, but such terms must be in writing upon Yale Video documents.

PRICES: Prices for all services and materials shall be those prices in effect as of the date such services are performed or materials delivered. All prices are F.O.B. Yale Video, Anaheim California and prices are subject to change without notice.

TAXES: Client shall be liable for all applicable taxes, excluding Yale Video federal and state income taxes.

TERMS OF PAYMENT: Bills rendered by Yale Video are C.O.D. unless otherwise arranged. A claim for adjustment must be presented to Yale Video in writing within ten days from the date of invoice or such claims are waived. All products or materials judged to be defective by the client must be returned to Yale Video. Yale Video shall have the right, at its discretion, to replace or give credit for defective materials. Client agrees to pay the lesser of 1.5% or the maximum legal business rate on all accounts which are not paid when due, plus all applicable costs, expenses and attorney's fees incurred during collection of accounts.

QUOTATIONS: All quotations are provided as an approximation of charges only and are given solely for the client's convenience.

CLIENT LIABILITY: Client shall indemnify and save Yale Video free and harmless from all suits, claims, demands and liability including attorney's fees arising out of the services and materials provided by Yale Video.

LIMITATION OF WARRANTY LIABILITY: Client's elements are received, processed, stored and transported by Yale Video solely at client's risk. Yale Video shall not be liable for loss, damage or destruction of elements or any other property. Client should insure all elements against risk by retaining a duplicate. Yale Video shall not be liable or responsible to client or any other party for any acts or omissions of any personnel furnished by Yale Video. Yale Video has not made any warranty and does not assume any liability or responsibility as to the character or quality of the materials or services furnished by it or as the result of its undertaking. Without limiting the foregoing, Yale Video shall not be liable or loss due to delays or failures in performance caused directly or indirectly by acts beyond its control. In any event, the liability of Yale Video shall be limited to the value of the services and materials provided by Yale Video and its suppliers.

ASSIGNMENTS: Yale Video reserves the right to assign or subcontract all or any part of the work ordered.

STORAGE: Yale Video, as a convenience to its customers, will store elements at the time of processing and/or production and for a reasonable period thereafter, not to exceed two months. Yale Video may, at its sole judgment, destroy or return, at client's expense, all elements left longer than two months. Yale Video in not responsible for any materials, master tapes or otherwise, left on its premises, including all materials in Tape Vault.

CANCELLATION: A cancellation charge equal to 50% of the posted rates for time and services requested shall be made unless such services are canceled at least two business days prior to the scheduled start time. The parties acknowledge that such charge is reasonable in view of the time, trouble and expense Yale Video will incur as a consequence of late cancellations. Cancellations can be accepted only by authorized scheduling personnel, not voicemail, email, or fax.

LIENS: Yale Video shall have a lien on all elements delivered by client to Yale Video and on all elements made by Yale Video until all outstanding invoices on those elements have been paid in full.

GENERAL TERMS: This agreement shall be governed by the laws of the State of California. The invalidity or unenforceability of any one or more terms or conditions shall not affect the validity or enforceability of the remaining terms or conditions. All notices and communications should be sent to: Yale Video, 1360 N. Hancock St., Anaheim, CA 92807.

ENFORCEMENT: In any action to enforce the provisions of this agreement, Yale Video shall be entitled to recover costs and reasonable attorney's fees. Failure to enforce any of the provisions shall not be deemed as a waiver to the right to enforce any other provisions.

INDEMNIFICATION: Client shall save, defend, indemnify and hold Yale Video, its officers, directors, agents, representatives, employees, heirs, and assignees, free, safe and harmless of action, judgments, liability, damages, penalties, loss of expense, including attorney's fees and costs which may be suffered or assumed by or obtained against Yale Video, its agents, employees, heirs and assignees, arising out of the production, distribution or exhibition of any films or tapes in connection with which Yale Video shall have furnished goods or services. Yale Video shall give client prompt written notice of all suits and claims for infringements and an equal opportunity to defend the same through counsel of the client and to control such defense.

QUOTED RATES: Yale Video reserves the right to charged the booked rate regardless of the session's developed needs. The client will generally pay for what was booked, not just what was used. But, if the clients needs things in addition to what was booked, additional charges will be applied.

OVERTIME: All rate charges for the use of Yale Video facilities are based on work performed during the hours of 8:30am through 5:30pm Monday through Friday exclusive of national, state and local holidays. Any work performed at client's request at other times or for sessions going beyond the number of hours originally scheduled shall be charged at an additional 15% per hour. Certain exceptions will apply.

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