This Services Agreement (“Agreement”) is a binding, legal contract between you, as either an individual or an authorized representative of your organization (the “Client” and “You”) and Vidiance, LLC, a New Mexico limited liability company, and its parent, subsidiaries, affiliates, licensees, designees, successors, and assigns (collectively, “Vidiance”) (each individually a “Party” and collectively the “Parties”). By clicking “I Accept” or otherwise using the Services, you acknowledge that you have read and understand this Agreement and you agree to be bound by the terms of this Agreement. If you are an authorized representative of a Client that is an organization, by clicking “I Accept” you further acknowledge that you have the authority to legally bind Client to the terms and conditions of this Agreement. If you do not click “I Accept” to agree to the terms of this Agreement, you will not be granted access to use the Services.  If you do not wish to be bound by the terms and conditions of this Agreement, do not click “I Accept.”  Your clicking “I Accept” constitutes acceptance of all the terms and conditions of this Agreement.  Vidiance may amend the terms of this Agreement at any time by providing notice to Client.  Upon clicking “I Accept,” Client accepts all such amendments to this Agreement.

AGREEMENT

1. SERVICES

1.1.      Scope. Vidiance is a remote video production company that specializes in creating video content for financial planners and advisors (“Services”). Client is a registered financial advisor or an authorized representative of an organization employing financial advisors who wishes to engage Vidiance to provide such Services, which may include testimonials, advisor profile, educational content, or such other videos as requested from time to time.

1.2.      SEC Compliance. Vidiance may provide Client with advice and recommendations regarding Securities and Exchange Commission (“SEC”) compliance as applicable to the Deliverables. The Deliverables are sold with the understanding that Vidiance is not engaged in rendering legal, accounting, or other professional services. Client is solely and exclusively responsible for SEC compliance.

1.3.      Annual Review. If Client purchases the Annual Review Services, Vidiance will send Client an annual review and consent form. Client must complete the form within fifteen (15) calendar days of receipt to affirm Vidiance’s continued approval and use of the Deliverables in compliance with SEC rules and regulations. If the Client does not complete the annual consent form within fifteen (15) calendar days of receipt, Client’s acceptance is assumed. If Client indicates on the form that the Deliverables are no longer in compliance with SEC rules and regulations, Vidiance will refresh the Deliverables accordingly for Client’s approval as set forth in Section 1.5.

1.4.      Purchase Modification. Any deviation from or modification to an online purchase must be by mutual agreement, in writing, by the Parties.

1.5.      Approval of Deliverables. Client has five (5) business days to review and accept the Deliverables, after the end of the fifth business day, the Deliverables are deemed accepted. If Client does not accept the Deliverables, Client must inform Vidiance of such non-acceptance. Client is entitled to two (2) rounds of edits on the Deliverables to the content submitted.

2. FEES, PAYMENT AND TAXES. Client shall pay Vidiance the charges applicable to your selected Services (the “Fees”). Client shall pay Vidiance a non-refundable annual compliance fee (“Annual Compliance Fee”). Client shall pay to Vidiance a $250 cancellation fee if a scheduled video shoot is canceled by Client less than 24 hours before its start time (“Cancellation Fee”). The Fees and expenses for Services are inclusive of all taxes Client is obligated to pay.

3. TERM AND TERMINATION

3.1.      Term. This Agreement shall commence on the day you purchase Services and shall be  effective for sixty (60) days or for as long as there is an active project, whichever is longer.

3.2.      Termination.

3.2.1.   Refunds. In the event Client terminates this Agreement prior to the commencement of work by Company, Client shall receive a full refund of Fees paid, minus a $500 administration fee. If Client terminates this Agreement after the commencement of work by Company, Client will not receive a refund in any amount. Termination of a project shall not have the effect of terminating this Agreement or other projects, if any. However, termination of this Agreement shall terminate all projects, if any, between the Parties.

3.2.2.   Termination Upon Breach. In the event either Party materially breaches any provision of this Agreement and fails to remedy such breach within fifteen (15) calendar days of receipt of written notice from the non-breaching Party, then the non-breaching Party may immediately terminate this Agreement. Either Party may terminate this Agreement then in effect upon written notice to the other Party in the event the other Party (i) discontinues its business; (ii) files a petition for bankruptcy; (iii) becomes insolvent; or (iv) makes an assignment for the benefit of creditors. In the event of termination pursuant to this Section 3.2.2, Client shall pay Vidiance for Services provided up to the date of termination of the project(s) and this Agreement, if any.

3.2.3.   Effect of Termination. In the event of any termination of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the expiration or termination of this Agreement, including, but not limited to, any payment obligation accrued by Client hereunder.

4. INTELLECTUAL PROPERTY

4.1.      Works Made for Hire. All Deliverables created for Client by Vidiance shall be considered “works made for hire” within the meaning of the United States Copyright Act and shall be owned by Client or its designee, including all patent rights, copyrights, trademarks, know-how, trade secrets, and all other Intellectual Property inherent in and appurtenant thereto, and including the right to secure protection for, register, prosecute, maintain and enforce the same in any and all jurisdictions. To the extent any such Deliverables are deemed not to be “works made for hire,” Vidiance hereby irrevocably transfers, assigns, agrees to assign, and conveys all rights in and to such Deliverables to Client. Client grants Vidiance an irrevocable, non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, publicly display, the Deliverables for the purposes of promoting Vidiance’s Services. Client is solely and exclusively responsible for monitoring the use of Deliverables, including abiding by any removal requests from the subject(s) of the Deliverables.

4.2.      Use of Trademarks. The Parties agree and understand that each Party hereby grants the other party a limited right to use any and all trademarks of the other party pursuant to this Agreement. Each Party acknowledges that such trademarks owned by the other party remain the proprietary property of such other party and each party shall have no right to use any trademark of the other party outside the scope of this Agreement.

5. WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

5.1.      Warranty. Except for the Limited Warranty, VIDIANCE (a) MAKES NO WARRANTIES; (b) MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE COMPLIANCE OF THE DELIVERABLES WITH THE RULES, REGULATIONS, OR GUIDELINES ESTABLISHED BY THE SEC; AND (c) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE DELIVERABLES ARE PROVIDED “AS IS.”

5.2.      Limitation of Liability. VIDIANCE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST BUSINESS AND LOST PROFITS, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR PUNITIVE DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. VIDIANCE’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID BY CLIENT TO VIDIANCE FOR THE PROJECT GIVING RAISE TO THE CLAIM. THE ALLOCATIONS OF LIABILITY IN THIS SECTION REPRESENT THE AGREED AND BARGAINED-FOR UNDERSTANDING OF THE PARTIES.  THE LIMITED REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING THE FAILURE OF THEIR ESSENTIAL PURPOSE.

5.3.      Indemnification by Client. Client shall indemnify, defend, and hold harmless Vidiance and its affiliates, officers, directors, employees, agents, successors, and assigns, from and against all third party claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to any violation of applicable law (including SEC and Federal Trade Commission compliance); or any claims of infringement of the intellectual property rights of any third party.

6. ADDITIONAL TERMS

6.1.      Relationship between the Parties. The relationship between the Parties is that of independent contractors. Vidiance shall not be considered or deemed to be an agent, employee, joint venture, or partner of Client. Vidiance’s personnel shall not be considered employees of Client, shall not be entitled to any benefits that Client grants its employees, and shall have no authority to act or purport to act on Client’s behalf. The details of the method and manner for performance of the Services by Vidiance shall be under its own control, Client being interested only in the results thereof. Vidiance shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services.

6.2.      Notices. All notices to be given by the Parties hereto shall be in writing and shall be deemed to be properly given when personally delivered to the specified address below and left with a responsible person or when sent by email (provided the sender receives no “bounceback” or other evidence that the email was not received by the intended recipient), or to such other address as either Party shall have notified the other, in like manner, to be its proper business address.

6.3.      Jurisdiction and Venue; Choice of Law. The Parties mutually acknowledge and agree that this Agreement shall be construed and enforced in accordance with the laws of the state of New Mexico, exclusively, without regard to any conflict-of-law provisions, and the Parties agree that in any dispute exclusive jurisdiction and venue shall be in the state and federal courts located in New Mexico.

6.4.      Assignment. Neither party may assign or transfer this Agreement or any of its obligations hereunder without prior written consent of the other party, except Vidiance may assign this Agreement  in connection with a merger, securities purchase, or transfer of all or substantially all of its assets. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. Except as set forth herein, any assignment or assumption without other party’s prior written consent shall be null and void.

6.5.      Subcontractors. Vidiance may engage subcontractors in connection with its performance of the Services hereunder, which subcontractors shall comply with the terms set forth in this Agreement.

6.6.      Survival of Terms. Any terms of this Agreement, which by their nature are intended to extend beyond this Agreement’s expiration or termination, shall remain in effect until fulfilled and shall apply to respective successors and assignees.

6.7.      Miscellaneous.

6.7.1.   Entire Agreement. This Agreement together with any other documents incorporated herein by reference, constitutes the sole agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to the subject matter.

6.7.2.   Amendment and Modification; Waiver. Except as set forth in Section 1.4, no alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either Party unless mutually assented to in writing by authorized representatives of both Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided in writing. The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by either Party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a Party to enforce each and every such provision thereafter.

6.7.3.   Severability. If any provision of this Agreement is adjudged by a court to be invalid, void, or unenforceable, the Parties agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the Parties, and that this Agreement shall in any event otherwise remain valid and enforceable. The captions and headings used in this Agreement are used for convenience only and are not to be given any legal effect.

6.7.4.   Electronic Execution. This Agreement may be executed electronically by digital signature, electronic execution, or by acceptance of this Agreement via “click-through.” Any such “click-through” means Client has read and understands this Agreement and agrees to be bound by its terms.

BY CLICKING “I ACCEPT” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN, AND ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF OF YOU OR YOUR ORGANIZATION.

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