FOOTAGE FUSION CONTRACTED CLIENT SERVICES AGREEMENT This Agreement (“Agreement”) governs the relationship between Footage Fusion, LLC, an Ohio limited liability company (“Company”), and the individual or entity completing the online checkout process and agreeing to these terms (the “Client”). By submitting payment, checking the box to indicate acceptance, and providing an electronic signature, Client acknowledges that they have read, understood, and agreed to be bound by the terms of this Agreement. 1. SERVICES Company agrees to provide video editing and related media services in connection with the service package selected by Client, as described on the Company’s website and selected at the time of purchase (the “Services”). Client acknowledges and agrees that Company may fulfill Services using third-party partners or designated representatives. The Services have been specially ordered and commissioned by Client for Client’s own use. Client acknowledges and agrees that Company may provide similar or identical services to other individuals and businesses. The Parties agree and intend that Company be engaged as an independent contractor of Client. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. 2. TERM The initial term of this Agreement (the “Initial Term”) shall be for a minimum period of six (6) months, commencing on the date of Company’s receipt of Client’s initial payment and confirmation of acceptance of this Agreement via electronic checkout. Should Client select a twelve (12)-month plan at the time of purchase in exchange for discounted pricing, the Initial Term shall instead be twelve (12) months. All terms and obligations of this Agreement shall remain in full force and effect throughout the Initial Term, regardless of billing frequency. Upon expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis (“Renewal Term”) unless Client provides written notice of cancellation in accordance with Section 6. 3. CLIENT RESPONSIBILITIES Client agrees to designate one point of contact to serve as Client's representative for communications. Client agrees to upload all pictures, videos, editing instructions, and other materials necessary for the Services by the content delivery timeline outlined in Exhibit 1. Client shall approve all revisions within forty-eight (48) hours of receiving deliverables. Failure to respond within this timeframe shall be deemed approval. Client agrees to cooperate fully by providing timely approvals, revisions, and responses to ensure the editing process runs smoothly. Client agrees that all editing credits must be used within the current billing cycle. Unused services do not roll over to future months. Client is responsible for reading all paperwork and following all instructions related to the Services and acknowledges that failure to do so may result in delays or forfeiture of Services. Client will ensure that the payment method is valid and up to date. Client acknowledges that non-use of services during the Term does not constitute cancellation and that payment obligations remain in full effect Client acknowledges and agrees that Company will not provide Services in connection with any content that, in Company’s sole discretion, is unlawful, fraudulent, defamatory, obscene, pornographic, violent, discriminatory, or otherwise violates applicable laws or community standards of decency and morality. Company reserves the right to refuse or remove any such content without liability or refund, and such refusal may result in suspension or termination of Services at Company’s discretion. 4. PAYMENTS (a) Service Fees Client agrees to pay the monthly fee associated with the selected package at checkout (the “Service Fee”). All fees are non-refundable. (b) Billing & Auto-Renewal Client authorizes Company to charge the payment method provided at checkout on a recurring basis in accordance with the billing frequency selected at the time of purchase. Charges will recur on the same calendar day as the initial payment (e.g., the 15th of each applicable billing cycle), unless otherwise specified by the Company. Upon completion of the Initial Term, the Agreement shall automatically renew on a month-to-month basis, with billing converting to a monthly cycle and continuing until the Agreement is canceled in accordance with Section 6, unless otherwise agreed in writing. Prepaid fees are non-refundable and do not roll over beyond the period for which they were intended. (c) Discounts for Advance Payment: Client may receive a discounted rate for making advance payment according to the terms below: 3-month advance payment: 5% discount 6-month advance payment: 10% discount 12-month advance payment: 15% discount (c) Failed Payments If Client’s payment is declined, returned, or otherwise fails for any reason, Client will be notified by Company and shall have three (3) business days to resolve the failed payment. Any payment not received within that time frame shall be deemed late. Any outstanding balances as a result of late or failed payments shall incur a late fee in the amount of one hundred dollars ($100.00) for each thirty (30) days the payment remains outstanding, prorated and accumulated daily. (d) Suspension and Collection Rights Company reserves the right, at its sole discretion, to suspend Services immediately for any payment more than five (5) days past due. If Client’s account remains past due for more than thirty (30) days, Company may terminate this Agreement and/or submit all outstanding balances to a collections agency of Company’s choosing. Client shall remain responsible for any remaining balance due under the Agreement, as well as any costs associated with the collection of unpaid fees, including reasonable attorneys’ fees and collection agency fees. (e) No Chargebacks or Refunds Client acknowledges and agrees that no chargebacks shall be allowed for any service rendered or any payment made to Company. In the event that PayPal, Square, or any other third-party online payment service grants a refund or chargeback in contravention to these terms and conditions, Client shall take any and all actions and execute all documents deemed necessary by Company to reverse such refund or chargeback. Client also agrees that Client’s signature on this Agreement shall be sufficient documentation to an online payment service needing proof or documentation that the service was rendered pursuant to this Agreement or needing justification for a reversal of a chargeback/refund. Further, in the event of a chargeback, whether authorized or unauthorized by Client after the Services have actually been rendered, Client agrees that Client will provide the outstanding payment to Company within five (5) calendar days of notice. Unpaid balances will accrue interest in the amount of ten (10) percent per month until the outstanding balance is paid. (e) Refund Policy Company does not offer refunds for any services rendered. If Client is dissatisfied with the Services, Company may, at its sole discretion, make reasonable efforts to address Client’s concerns; however, such efforts shall not be construed as an obligation to provide a refund or additional services. (f) Fraudulent Chargebacks Client agrees not to authorize any chargebacks for Services actually rendered by Company and understands that the authorization of a chargeback for Services actually rendered may constitute theft of Services under the law. 5. OWNERSHIP OF WORK PRODUCT The Company acknowledges and agrees that it will create all work product under this Agreement as "work made for hire" and that such work product shall be the sole and exclusive property of the Client. To the extent that any such work product is determined not to be a "work made for hire," the Company hereby irrevocably assigns and transfers to the Client all right, title, and interest in and to such work product, including without limitation all copyrights, patents, trade secrets, and other intellectual property rights. Notwithstanding the foregoing, the Client hereby grants the Company a non-exclusive, worldwide, royalty-free license to use the work product and content for (a) internal, corporate and archival purposes, including but not limited to sales meetings, sales communications to the trade, presentations and international correspondence to Company’s vendors, importers, producers, wholesalers, associated businesses and employees, (b) submission to and display in connection with advertising, marketing and public relations industry awards and publicity related thereto, and (c) display on the Company's website for marketing purposes. The license granted to the Company hereunder shall survive any termination or expiration of this Agreement, and shall enable the Company to showcase its work and promote its services to potential clients. 6. TERMINATION (a) Client Termination Restrictions Client may not terminate this Agreement prior to the completion of the Initial Term. If Client attempts to cancel or otherwise terminate the Agreement before the end of the Initial Term for any reason other than Company’s material breach, the remaining balance for the full Initial Term shall become immediately due and payable. To avoid auto-renewal following the Initial Term, Client must provide written notice of cancellation at least fifteen (15) calendar days prior to the expiration of the Initial Term. If such notice is not received within that time, this Agreement shall automatically renew on a month-to-month basis in accordance with Section 2, and billing will continue monthly as outlined in Section 4 until cancelled pursuant to this Section. (b) Breach by Company In the event of a material breach by Company, Client agrees to provide written notice detailing the alleged breach and allow Company thirty (30) days to cure such breach. If Company fails to cure the breach within that period, Client may then terminate the Agreement without further obligation beyond payment for Services rendered through the date of termination. (c) Company Termination Rights Company may terminate this Agreement at any time and for any reason, upon written notice to Client. In the event of such termination, Company will fulfill any Services already paid for through the end of the applicable billing period unless the termination is due to Client’s breach of this Agreement, in which case Company may terminate Services immediately. 7. CONFIDENTIALITY Client understands that all identifying information about Client’s assessment and Client’s information (collectively, “Client Information”) is kept confidential, except as mandated by law. Company will, at all times during or subsequent to the Term, keep confidential and not divulge, communicate, transfer or use Client Information, except for Company’s own use during the Term of this Agreement to the extent necessary to perform the Services. Please note the following exceptions to confidentiality: (i) cases of potential harm to self or others, (ii) proceedings brought by Client against Company, and (iii) cases involving criminal or fraudulent activity. Company’s obligations with respect to any portion of the Client Information as set forth above shall not apply when such Client Information (i) was in the public domain at the time it was communicated; (ii) entered the public domain subsequent to the time it was communicated with no fault to Company; (iii) it was in Company’s possession free of any obligation of confidence at the time it was communicated; or (iv) has been independently acquired or developed without violating its obligations under this Agreement or under any federal or state law. 9. CLIENT ACKNOWLEDGEMENTS Client acknowledges and agrees that Company cannot guarantee the results or effectiveness of any of the Services rendered or to be rendered by Company. Rather, Company shall conduct its operations and provide the Services in a professional manner and in accordance with good industry practice. Company will use its best efforts and does not promise any particular results. 10. GENERAL TERMS (a) Force Majeure Company will not be liable to Client for any failure to comply with any terms of this Agreement to the extent the failure is caused directly or indirectly by acts of nature, weather, fire, government restrictions or other government acts, strike, union disturbance, injunction or other labor problems, riots, terrorism or threats of terrorism, war (whether or not declared), or other causes beyond the control of or without fault on the part of Company (each, a “Force Majeure Event”). If a Force Majeure Event continues for more than a period of thirty (30) days, then upon notice, Company may in its discretion terminate this Agreement. (b) Notices Any notice required or permitted to be given under the terms of this Agreement shall be sufficient if in writing and if sent by electronic mail to the following email addresses: If to Client, at the mailing address or email address on the first page of this Agreement; and if to Company, contact@footagefusion.com (or such other address as may be subsequently designated to the Parties in writing). (c) Governing Law This Agreement shall be governed by the laws of the State of Ohio as applied to contracts made and performed entirely therein, exclusive of its choice of law rules. (d) Dispute Resolution If a dispute arises out of or relating to this Agreement, or the alleged breach thereof, and if the dispute is not settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation administered by JAMS. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration administered by JAMS. All disputes shall be heard by a single arbitrator. In the event of any dispute between the Parties concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. All mediations and arbitrations shall take place virtually. (e) Limitation of Liability and Release In no event shall Company be liable to Client for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, or emotional or financial distress, experienced or incurred by Client arising out of the Services provided under this Agreement. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts. In no event will Company’s liability on any claim, loss or liability arising out of or connected with this Agreement exceed the amounts paid by Client to Company. Client irrevocably and unconditionally releases, waives and forever discharges Company and Company’s members, managers, agents, attorneys, employees, staff, and affiliates, jointly and individually, from any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which Client (or Client’s assigns, agents and/or representatives) ever had, now has, or in the future may have relating to this Agreement. (f) Indemnification Client shall defend, indemnify and hold Company, its members, managers, representatives, agents, employees, and independent Clients harmless from any and all claims, actions and proceedings by Client and/or any third parties, and the resulting losses, damages, costs and expenses (including reasonable attorneys’ fees) arising from any claim, action or proceeding based upon or in any way related to (i) Client’s breach or alleged breach of any representation, warranty or covenant in this Agreement, (ii) the acts or omissions of Client or it’s representatives, and/or (iii) Client’s violation of any law, rule, or regulation. (g) Severability The invalidity or unenforceability of any part of this Agreement, for any reason, shall not prejudice or affect the validity or enforceability of the remainder. (h) Non-Disparagement Neither the Client nor the Company shall make any oral or written statement about the other party which is intended or reasonably likely to harass, disparage, or reflect unfavorably upon the image or reputation of the other party, or otherwise degrade the other party’s reputation in their respective communities and industries. (i) Remedies It is recognized and acknowledged by Client that in the event of Client’s breach of this Agreement, Company shall have the right to exercise all remedies which may be available at law or in equity. (j) No Waivers A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. (k) Entire Agreement This Agreement represents the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and supersedes all other prior proposals, agreements, understandings, and communications, whether oral or written if not includes or incorporated herein. The Parties hereby acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms and conditions. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, and a faxed, PDF or other electronically transmitted counterparts shall be deemed an original. .