EXHIBIT “A”

TERMS AND CONDITIONS FOR THE STRUCTURE CO, LLC

CLIENT SERVICES AGREEMENT

The Terms and Conditions for Client Services Agreement (“Terms and Conditions”) shall be fully incorporated into the Client Services Agreement (the “Agreement”).

Unless defined otherwise, the terms and definitions used herein shall refer to the terms and definitions set forth in the Agreement.

By agreeing to the Client Services Agreement, Client explicitly agrees to the following Terms and Conditions:

Superiority. To the extent that any conflict exists between the provisions in the Agreement and these Terms and Conditions, the provisions of the Agreement shall be deemed controlling.

Covered Services. It is understood that these Terms and Conditions apply to all services provided by The Structure Co, LLC, to Client. This explicitly includes any future, additional, or subsequent services provided by The Structure Co, LLC to Client beyond those contemplated in the Agreement.

Payment. Payment is due from Client to The Structure Co, LLC prior to service. Client will be assessed a $50 non-sufficient funds fee for any returned checks or any other failed payment for any reason, including but not limited to resulting from failed ACH charges, insufficient funds, incorrect or inaccurate information, etc . In The Structure Co, LLC’s sole discretion, The Structure Co, LLC may choose to invoice Client for services after commencing performance of services, in lieu of requiring payment up front , in which case payment is due within 15 days of any invoice provided.

Late Payments. Any payments not paid within 10 calendar days of the due date therefor, will incur a monthly penalty fee of five per cent (5%) of the outstanding balance, compounded monthly.

Cancellations or Rescheduling. Cancellation or rescheduling of Shoot within 10 business days of Date of Shoot shall be subject to an additional fee of 10% of the Project Rate and reimbursement of travel expenses.

ACH Debits. Client agrees to provide payment(s) to The Structure Co, LLC via ACH debit transaction(s) by executing the ACH Debit form or supplying ACH information to The Structure Co, LLC. Client agrees that all ACH transactions, including the origination of any ACH transactions or funds, shall comply with all provisions of any applicable law, rule, and regulation. The Structure Co, LLC may initiate a debit transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any ACH transaction, including but not limited to those that may incurred by The Structure Co, LLC by virtue of such transaction. Client recognizes that Client’s or The Structure Co, LLC’s financial institution may charge fees or expenses for using an ACH transaction. Client warrants the accuracy of any information provided relating to any ACH transaction, including but not limited to any account and routing number provided. Client agrees to indemnify, hold harmless, and release The Structure Co, LLC from any and all claims arising in connection with utilizing ACH transactions pursuant to this Agreement.

Credit Card Payments. Client agrees to provide payment(s) to The Structure Co, LLC via credit card transaction(s) by executing the Credit Card Authorization form or supplying credit card information to The Structure Co, LLC. Unless revoked in writing, The Structure Co, LLC may initiate a credit card transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any credit card transaction, including but not limited to those that may incurred by The Structure Co, LLC by virtue of such transaction. Client warrants the accuracy of any information provided relating to any credit card transaction. Client agrees to indemnify, hold harmless, and release The Structure Co, LLC from any and all claims arising in connection with utilizing a credit card transaction pursuant to this Agreement.

Recurring Billing for Video Marketing.  Any recurring billing packages shall automatically renew for additional twelve (12) month billing periods unless earlier terminated by the Client by providing written notice to  The Structure Co, LLC of its intent not to renew, no less than thirty (30) days prior to the end of the initial billing term or then-current renewal period (as the case may be).

Dispute resolution. Client agrees to provide The Structure Co, LLC with written notice of any dispute, claim, or controversy, of any sort or nature, arising out of the Services or relating to The Structure Co, LLC, within six (6) months after any such claim, dispute, or controversy arises.

Limitation of Liability. IN NO CASE SHALL THE STRUCTURE CO, LLC, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE STRUCTURE CO, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

IN NO EVENT WILL THE AGGREGATE OF EACH OF THE STRUCTURE CO, LLC, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS’ LIABILITY FOR ANY AND ALL OF CLIENT’S CLAIMS, OR ANY THIRD PARTY CLAIMS, AGAINST THE STRUCTURE CO, LLC (AND/OR ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS), ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF THE STRUCTURE CO, LLC, EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THE AGREEMENT.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE STRUCTURE CO, LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND THE STRUCTURE CO, LLC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY OTHER TERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE THAT WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES EXPLICITLY CONTAINED HEREIN.

Client Representations and Warranties; Indemnity. Client represents and warrants that Client has the full and unconditional right and authority to enter into, perform, and be bound by all of the terms of these Terms and Conditions, and that there is no contract, understanding, or pending or contemplated action that will in any way interfere with or adversely affect Client’s ability to fulfill its obligations under these Terms and Conditions. Client agrees to indemnify and hold harmless The Structure Co, LLC and the The Structure Co, LLC Parties from all claims, actions, liabilities, damages, losses, judgments, costs and expenses, including without limitation, reasonable attorney’s fees and costs, arising form or related to any acts or omissions of Client or the breach by Client of any of the representations, warranties, terms or conditions of these Terms and Conditions.

Legal Agreement. Client hereby warrants and agrees that these Terms and Conditions constitute a legal agreement between Client and The Structure Co, LLC and governs all services provided by The Structure Co, LLC to Client. Client hereby irrevocably waives any argument or defense to the contrary, and Client covenants not to set forth any argument or defense to the contrary.

Waiver. The Structure Co, LLC failure to enforce or demand strict compliance of any right or provisions in the Agreement or these Terms and Conditions will not constitute a waiver of such or any other provision.

Intellectual Property Rights. As the creator of all Images (as defined below) made hereunder, The Structure Co, LLC shall retain all intellectual property rights, in perpetuity and regardless of possession, of all Images, including but not limited to any copyrights with respect to same. As used in these Terms and Conditions, “Image” means all work-product produced and/or taken by The Structure Co, LLC, including but not limited to any photograph, video, raw footage, digital and/or audio, and any other works made by The Structure Co, LLC while performing the Services, in any format and/or method whatsoever, whether now existing, or later created or developed. Client shall not reproduce Images in any manner without The Structure Co, LLC’s explicitly written permission. Client recognizes and agrees that  The Structure Co, LLC may reproduce, transmit, broadcast, distort, publish (including but not limited to the internet), sell, exhibit and otherwise use Images created hereunder for any purpose, in any manner, at any time, and in any format desired, including but not limited to commercial purposes.

Client’s Usage. Without limiting the foregoing, copyright for all footage filmed/photographed will be owned by The Structure Co, LLC; provided that, with the exception of any raw footage and upon Client’s full payment for the services provided by The Structure Co, LLC, The Structure Co, LLC shall grant to Client an irrevocable license to use the final video product for any purpose, including but not limited to for the promotion, marketing and sales of Client’s goods or services. The Client may request the option to purchase a copy of the raw footage which shall be delivered to Client on an external hard drive for a fee of $4995 payable upon order.

Additional Rights. Client may attempt to negotiate additional licensing rights for use of Images, but The Structure Co, LLC is under no obligation to enter into such an agreement. Client may also attempt to purchase or license any Image in an additional format or size, but The Structure Co, LLC is under no obligation to make such a sale or license.

Presentation. A presentation of the Images produced by The Structure Co, LLC is ordinarily sent to Client digitally or made available on an online gallery. Artistic enhancements or touch-ups of Images are included at The Structure Co, LLC’s sole discretion.

Retention Period. The Structure Co, LLC agrees to retain Images for a minimum of three months after such Images are taken. Client shall have no right to obtain any Images from The Structure Co, LLC after this period of time, irrespective of whether The Structure Co, LLC has retained or continues to utilize such Images as The Structure Co, LLC desires.

Requested Photos. While The Structure Co, LLC will make reasonable efforts to take photos and/or Images specifically requested by Client, Client understands that all services performed by The Structure Co, LLC are at an uncontrolled event and that due to the vagaries of the weather, available light, time restrictions, and willingness of subjects, The Structure Co, LLC cannot ensure that requested photos will be taken.

Cancellation. Client understands and agrees that The Structure Co, LLC reserves any specified time and date for Client. Accordingly, payments are non-refundable even if Client cancels the request for The Structure Co, LLC’s services, cancels the event, or changes the date of the event. The Structure Co, LLC may choose, at The Structure Co, LLC’s sole discretion, to provide a refund to Client or to charge Client a reduced rate in the event of a cancellation upon reasonable notice to The Structure Co, LLC; similarly, The Structure Co, LLC may choose, at The Structure Co, LLC’s sole discretion, to provide services to Client in the event that Client changes the date of an event. Provided, however, that The Structure Co, LLC shall have no obligation to offer any refund, charge a reduced rate, or provide any additional or alternate services to Client if Client cancels the request for The Structure Co, LLC’s services, cancels the event, or changes the date of the event.

Excused Performance. The Structure Co, LLC shall be excused from any performance and any or all of its duties herein for any reasonable reason unforeseen by The Structure Co, LLC, including but not limited to, fire, war, transportation problems, acts of God, technical problems, or any other reason deemed appropriate in The Structure Co, LLC’s sole and reasonable discretion. In such an event, if Client requests, Client shall be entitled to a pro-rata credit to be applied to any subsequent payment Client owes The Structure Co, LLC, provided, however, that under no circumstances shall The Structure Co, LLC be required to pay any monies or make any refund to Client.

Modifications. Client agrees to examine these Terms and Conditions prior to receiving any services by The Structure Co, LLC. These Terms and Conditions may be modified by The Structure Co, LLC on the first day of each annual quarter without notice to Client. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any services from The Structure Co, LLC. Client agrees and understands that if Client does not agree to the modification of these Terms and Conditions, then Client may reject such modification by provide written notice stating Client rejects the modification to The Structure Co, LLC’s legal counsel. In the event Client provides such notice that Client rejects the modification to these Terms and Conditions, then any prior Terms and Conditions in effect will continue to exist in full force and effect unless The Structure Co, LLC and Client agree otherwise.

Unenforceable Provisions. If any provision of these Terms and Conditions, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.

Headings and Titles. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect.

Notice precursor to action. Client agrees that prior to initiating or filing any lawsuit, action, or demand for arbitration against The Structure Co, LLC, Client must provide written notice to The Structure Co, LLC Which provides notice of any issue that would be subject to such a lawsuit or arbitration. Such notice requirement shall be strictly construed, and Client’s failure to comply with such notice requirements shall constitute an irrevocable waiver of any claim or cause of action that exists or may exist. Such notice requirement shall be additional to any and all other notices required under these Terms and Conditions. Client agrees to pay The Structure Co, LLC’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.

Initiation of Action. Client agrees that any claim and lawsuit relating to any matter with The Structure Co, LLC, including but not limited to claims arising out of or related to the Agreement and any services provided by The Structure Co, LLC to Client, and any demands for arbitration, must be filed no more than six (6) months after the date the action or non-action that is the subject of the claim or lawsuit, or six (6) months after the acceptance of these Terms and Conditions, whichever is later. Client hereby waives any defense or argument pertaining to statute of limitations. Client agree and warrant that Client’s failure to comply with this section shall serve as an unconditional waiver and release for any and all such claims.

Arbitration. In the event that the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to final and binding arbitration. THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES OR CONTROVERSIES ARISING UNDER THE AGREEMENT, THESE TERMS AND CONDITIONS, ANY OF SUCH TERMS, ANY EFFORT BY ANY PARTY TO ENFORCE, INTERPRET, CONSTRUE, RESCIND, TERMINATE OR ANNUL THE AGREEMENT AND THE TERMS AND CONDITIONS, OR ANY PROVISION AND SECTION THEREOF, AND ANY AND ALL DISPUTES OR CONTROVERSIES RELATING TO OR INVOLVING THE STRUCTURE CO, LLC, SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FOLLOWING PROCEDURE: EITHER (I) THE STRUCTURE CO, LLC, ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL MUTUALLY SELECT AN ARBITRATOR, OR (II) IF THE STRUCTURE CO, LLC AND CLIENT CANNOT AGREE ON SUCH ARBITRATOR, THE STRUCTURE CO, LLC ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL EACH SELECT ONE ARBITRATOR AND THOSE TWO ARBITRATORS SHALL THEN SELECT A THIRD ARBITRATOR. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED UNDER THE AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), UNDER ITS COMMERCIAL ARBITRATION RULES. THE PARTIES HERETO AGREE THAT THE ARBITRATOR’S RULING, OR ARBITRATORS’ RULING, AS APPLICABLE, IN THE ARBITRATION SHALL BE FINAL AND BINDING AND NOT SUBJECT TO APPEAL OR CHALLENGE. THE PARTIES HERETO FURTHER AGREE THAT THE ARBITRATION PROCEEDINGS, TESTIMONY, DISCOVERY AND DOCUMENTS FILED IN THE COURSE OF SUCH PROCEEDINGS, INCLUDING THE FACT THAT THE ARBITRATION IS BEING CONDUCTED, WILL BE TREATED AS CONFIDENTIAL AND WILL NOT BE DISCLOSED TO ANY THIRD PARTY TO SUCH PROCEEDINGS, EXCEPT THE ARBITRATOR(S) AND THEIR STAFF, THE PARTIES’ ATTORNEYS AND THEIR STAFF, AND ANY EXPERTS RETAINED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION OR IN ANY OF THE APPLICABLE RULES OF THE AMERICAN ARBITRATION ASSOCIATION SHALL PREVENT THE STRUCTURE CO, LLC FROM SEEKING PROVISIONAL RELIEF OUTSIDE OF ARBITRATION, INCLUDING BUT NOT LIMITED TO EQUITABLE AND/OR INJUNCTIVE RELIEF, PENDING THE ARBITRATOR’S FINAL DECISION. The arbitration shall be paid in half by client and paid in half by The Structure Co, LLC. All payments shall be paid in advance.

Release and Indemnity. Client releases The Structure Co, LLC, its owners, shareholders, officers, directors, agents, contractors, employees, licensees, and invitees (hereinafter “The Structure Co, LLC Parties”) from any and all liability for, and agrees to indemnify and hold The Structure Co, LLC Parties harmless from and against, any and all losses, claims, expenses, costs, and damages, including but not limited to reasonable attorney’s fees, costs, or expenses, which are claimed of or sustained, suffered, paid or incurred by The Structure Co, LLC Parties, irrespective of The Structure Co, LLC Parties’ negligence (except gross negligence), for reason of or in connection with any or any combination of the following: (a) The Structure Co, LLC Parties’ breach of or failure to fulfill any provision of the Agreement or these Terms and Conditions, whether such breach is material or not; (b) any cause of action in any way related to or arising out of The Structure Co, LLC Parties ‘conduct, actions, or omissions, including but not limited to any damage or injury to person or property; (c) any matter in any way related to the Agreement or performance under the Agreement. Client agrees to obtain insurance coverage, including a project specific insurance policy or policies, an owner’s or contractor’s protective insurance policy, an owner controlled insurance policy, or a contractor controlled insurance policy, to cover any and all such requirements and obligations specified in this paragraph.

Non-solicitation of Employees, Contractors, or Agents. Client hereby agrees that during the course of receiving services and for a period of twenty-four (24) months immediately following the date of the last service provided by The Structure Co, LLC to Client, Client will not hire any employee, contractor, or agent of The Structure Co, LLC and will not, either directly or indirectly, solicit, induce, recruit, or encourage any The Structure Co, LLC employee, contractor, or agent to leave its employment, or take away such employee, contractor, or agent, or attempt to solicit, induce, recruit, encourage, or take away any employee, contractor, or agent of The Structure Co, LLC, either on behalf of the Client or for any other person or entity.

Client recognizes and hereby acknowledges that the Client’s breach of any of the covenants contained in this section will cause irreparable harm and severe damage to The Structure Co, LLC, the monetary amount of which would be virtually impossible to ascertain and extremely difficult to measure. Accordingly, in the event of a breach of this section, The Structure Co, LLC shall be entitled to a sum of fifty thousand dollars ($50,000) from the Client for liquidated damages, which both The Structure Co, LLC and Client believe is a good faith estimate for damages incurred from a breach of this section by the Client and in light of the difficulty of assessing actual damages. This sum is arrived at by considering the amount of time and cost it typically takes The Structure Co, LLC to recruit and train its employees, contractors, and agents. Both the Client and The Structure Co, LLC mutually agree that this provision is reasonable and not a penalty. Client and The Structure Co, LLC waive any arguments pertaining to the reasonableness of this sum or the method by which it was arrived.


Non-Disparagement. During the term of this Agreement and following the termination this Agreement for any reason, Client hereby agrees that it will not make any public disparaging statements concerning The Structure Co, LLC or its owners, affiliates, officers, directors, employees, agents, or contracting parties, its business or operations or the services provided by The Structure Co, LLC.


Acceleration. In the event that Client materially breaches the Agreement, all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach. Client understands and recognizes that The Structure Co, LLC frequently allocates overhead costs and budgets for future costs, such as through third-party contracts and long-term employment agreements. Accordingly, Client explicitly agrees that it shall not be entitled to any offset or discount for future payments owed, and waives any arguments and defenses pertaining to such. Client’s failure to provide payment to The Structure Co, LLC within 45 days of when said payment is due shall be considered a material breach of the Agreement.

Covenant not to Sue. Client provides The Structure Co, LLC a release and covenant not to sue The Structure Co, LLC  for any and all reasons, related to this Agreement or otherwise.

No Beneficiary. It is understood and agreed that Client and The Structure Co, LLC are the sole parties to the Agreement, and the services provided pursuant to Agreement by The Structure Co, LLC for Client is solely for the benefit of Client.

Ambiguity. The Agreement, including these Terms and Conditions, shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either The Structure Co, LLC or Client.

Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

Governing Law. The Agreement and Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of South Carolina and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of South Carolina. The Structure Co, LLC and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.

Venue. Venue for any litigation or arbitration relating to the Agreement and these Terms and Conditions shall be exclusively in courts of Greenville County, South Carolina. Client agrees and consents to such venue, and Client waives any defense pertaining to venue.

Entire Agreement for Subject Matter. These Terms and Conditions constitute the entire agreement between Client and The Structure Co, LLC with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.

TERMS AND CONDITIONS FOR THE STRUCTURE CO

CLIENT SERVICES AGREEMENT

The Terms and Conditions for Client Services Agreement (“Terms and Conditions”) shall be fully incorporated into the Client Services Agreement (the “Agreement”).

Unless defined otherwise, the terms and definitions used herein shall refer to the terms and definitions set forth in the Agreement.

By agreeing to the Client Services Agreement, Client explicitly agrees to the following Terms and Conditions:

Superiority. To the extent that any conflict exists between the provisions in the Agreement and these Terms and Conditions, the provisions of the Agreement shall be deemed controlling.

Covered Services. It is understood that these Terms and Conditions apply to all services provided by The Structure Co to Client. This explicitly includes any future, additional, or subsequent services provided by The Structure Co to Client beyond those contemplated in the Agreement.

Payment. Payment is due from Client to The Structure Co prior to service. Client will be assessed a $50 non-sufficient funds fee for any returned checks or any other failed payment for any reason, including but not limited to resulting from failed ACH charges, insufficient funds, incorrect or inaccurate information, etc . In The Structure Co’s sole discretion, The Structure Co may choose to invoice Client for services after commencing performance of services, in lieu of requiring payment up front , in which case payment is due within 15 days of any invoice provided.

Late Payments. Any payments not paid within 10 calendar days of the due date therefor, will incur a monthly penalty fee of five per cent (5%) of the outstanding balance, compounded monthly.

Cancellations or Rescheduling. Cancellation or rescheduling of Shoot within 10 business days of Date of Shoot shall be subject to an additional fee of 10% of the Project Rate and reimbursement of travel expenses.

ACH Debits. Client agrees to provide payment(s) to The Structure Co via ACH debit transaction(s) by executing the ACH Debit form or supplying ACH information to The Structure Co. Client agrees that all ACH transactions, including the origination of any ACH transactions or funds, shall comply with all provisions of any applicable law, rule, and regulation. The Structure Co may initiate a debit transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any ACH transaction, including but not limited to those that may incurred by The Structure Co by virtue of such transaction. Client recognizes that Client’s or The Structure Co’s financial institution may charge fees or expenses for using an ACH transaction. Client warrants the accuracy of any information provided relating to any ACH transaction, including but not limited to any account and routing number provided. Client agrees to indemnify, hold harmless, and release The Structure Co from any and all claims arising in connection with utilizing ACH transactions pursuant to this Agreement.

Credit Card Payments. Client agrees to provide payment(s) to The Structure Co via credit card transaction(s) by executing the Credit Card Authorization form or supplying credit card information to The Structure Co. Unless revoked in writing, The Structure Co may initiate a credit card transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any credit card transaction, including but not limited to those that may incurred by The Structure Co by virtue of such transaction. Client warrants the accuracy of any information provided relating to any credit card transaction. Client agrees to indemnify, hold harmless, and release The Structure Co from any and all claims arising in connection with utilizing a credit card transaction pursuant to this Agreement.

Recurring Billing for Video Marketing.  Any recurring billing packages shall automatically renew for additional twelve (12) month billing periods unless earlier terminated by the Client by providing written notice to  The Structure Co of its intent not to renew, no less than thirty (30) days prior to the end of the initial billing term or then-current renewal period (as the case may be).

Dispute resolution. Client agrees to provide The Structure Co with written notice of any dispute, claim, or controversy, of any sort or nature, arising out of the Services or relating to The Structure Co, within six (6) months after any such claim, dispute, or controversy arises.

Limitation of Liability. IN NO CASE SHALL THE STRUCTURE CO, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE STRUCTURE CO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

IN NO EVENT WILL THE AGGREGATE OF EACH OF THE STRUCTURE CO, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS’ LIABILITY FOR ANY AND ALL OF CLIENT’S CLAIMS, OR ANY THIRD PARTY CLAIMS, AGAINST THE STRUCTURE CO (AND/OR ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS), ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF The Structure Co, EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THE AGREEMENT.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE STRUCTURE CO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND THE STRUCTURE CO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY OTHER TERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE THAT WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES EXPLICITLY CONTAINED HEREIN.

Client Representations and Warranties; Indemnity. Client represents and warrants that Client has the full and unconditional right and authority to enter into, perform, and be bound by all of the terms of these Terms and Conditions, and that there is no contract, understanding, or pending or contemplated action that will in any way interfere with or adversely affect Client’s ability to fulfill its obligations under these Terms and Conditions. Client agrees to indemnify and hold harmless The Structure Co and the The Structure Co Parties from all claims, actions, liabilities, damages, losses, judgments, costs and expenses, including without limitation, reasonable attorney’s fees and costs, arising form or related to any acts or omissions of Client or the breach by Client of any of the representations, warranties, terms or conditions of these Terms and Conditions.

Legal Agreement. Client hereby warrants and agrees that these Terms and Conditions constitute a legal agreement between Client and The Structure Co and governs all services provided by The Structure Co to Client. Client hereby irrevocably waives any argument or defense to the contrary, and Client covenants not to set forth any argument or defense to the contrary.

Waiver. The Structure Co failure to enforce or demand strict compliance of any right or provisions in the Agreement or these Terms and Conditions will not constitute a waiver of such or any other provision.

Intellectual Property Rights. As the creator of all Images (as defined below) made hereunder, The Structure Co shall retain all intellectual property rights, in perpetuity and regardless of possession, of all Images, including but not limited to any copyrights with respect to same. As used in these Terms and Conditions, “Image” means all work-product produced and/or taken by The Structure Co, including but not limited to any photograph, video, raw footage, digital and/or audio, and any other works made by The Structure Co while performing the Services, in any format and/or method whatsoever, whether now existing, or later created or developed. Client shall not reproduce Images in any manner without The Structure Co’s explicitly written permission. Client recognizes and agrees that  The Structure Co may reproduce, transmit, broadcast, distort, publish (including but not limited to the internet), sell, exhibit and otherwise use Images created hereunder for any purpose, in any manner, at any time, and in any format desired, including but not limited to commercial purposes.

Client’s Usage. Without limiting the foregoing, copyright for all footage filmed/photographed will be owned by The Structure Co; provided that, with the exception of any raw footage and upon Client’s full payment for the services provided by The Structure Co, The Structure Co shall grant to Client an irrevocable license to use the final video product for any purpose, including but not limited to for the promotion, marketing and sales of Client’s goods or services. The Client may request the option to purchase a copy of the raw footage which shall be delivered to Client on an external hard drive for a fee of $4995 payable upon order.

Additional Rights. Client may attempt to negotiate additional licensing rights for use of Images, but The Structure Co is under no obligation to enter into such an agreement. Client may also attempt to purchase or license any Image in an additional format or size, but The Structure Co is under no obligation to make such a sale or license.

Presentation. A presentation of the Images produced by The Structure Co is ordinarily sent to Client digitally or made available on an online gallery. Artistic enhancements or touch-ups of Images are included at The Structure Co’s sole discretion.

Retention Period. The Structure Co agrees to retain Images for a minimum of three months after such Images are taken. Client shall have no right to obtain any Images from The Structure Co after this period of time, irrespective of whether The Structure Co has retained or continues to utilize such Images as The Structure Co desires.

Requested Photos. While The Structure Co will make reasonable efforts to take photos and/or Images specifically requested by Client, Client understands that all services performed by The Structure Co are at an uncontrolled event and that due to the vagaries of the weather, available light, time restrictions, and willingness of subjects, The Structure Co cannot ensure that requested photos will be taken.

Cancellation. Client understands and agrees that The Structure Co reserves any specified time and date for Client. Accordingly, payments are non-refundable even if Client cancels the request for The Structure Co’s services, cancels the event, or changes the date of the event. The Structure Co may choose, at The Structure Co’s sole discretion, to provide a refund to Client or to charge Client a reduced rate in the event of a cancellation upon reasonable notice to The Structure Co; similarly, The Structure Co may choose, at The Structure Co’s sole discretion, to provide services to Client in the event that Client changes the date of an event. Provided, however, that The Structure Co shall have no obligation to offer any refund, charge a reduced rate, or provide any additional or alternate services to Client if Client cancels the request for The Structure Co’s services, cancels the event, or changes the date of the event.

Excused Performance. The Structure Co shall be excused from any performance and any or all of its duties herein for any reasonable reason unforeseen by The Structure Co, including but not limited to, fire, war, transportation problems, acts of God, technical problems, or any other reason deemed appropriate in The Structure Co’s sole and reasonable discretion. In such an event, if Client requests, Client shall be entitled to a pro-rata credit to be applied to any subsequent payment Client owes The Structure Co, provided, however, that under no circumstances shall The Structure Co be required to pay any monies or make any refund to Client.

Modifications. Client agrees to examine these Terms and Conditions prior to receiving any services by The Structure Co. These Terms and Conditions may be modified by The Structure Co on the first day of each annual quarter without notice to Client. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any services from The Structure Co. Client agrees and understands that if Client does not agree to the modification of these Terms and Conditions, then Client may reject such modification by provide written notice stating Client rejects the modification to The Structure Co’s legal counsel. In the event Client provides such notice that Client rejects the modification to these Terms and Conditions, then any prior Terms and Conditions in effect will continue to exist in full force and effect unless The Structure Co and Client agree otherwise.

Unenforceable Provisions. If any provision of these Terms and Conditions, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.

Headings and Titles. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect.

Notice precursor to action. Client agrees that prior to initiating or filing any lawsuit, action, or demand for arbitration against The Structure Co, Client must provide written notice to The Structure Co Which provides notice of any issue that would be subject to such a lawsuit or arbitration. Such notice requirement shall be strictly construed, and Client’s failure to comply with such notice requirements shall constitute an irrevocable waiver of any claim or cause of action that exists or may exist. Such notice requirement shall be additional to any and all other notices required under these Terms and Conditions. Client agrees to pay The Structure Co’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.

Initiation of Action. Client agrees that any claim and lawsuit relating to any matter with The Structure Co, including but not limited to claims arising out of or related to the Agreement and any services provided by The Structure Co to Client, and any demands for arbitration, must be filed no more than six (6) months after the date the action or non-action that is the subject of the claim or lawsuit, or six (6) months after the acceptance of these Terms and Conditions, whichever is later. Client hereby waives any defense or argument pertaining to statute of limitations. Client agree and warrant that Client’s failure to comply with this section shall serve as an unconditional waiver and release for any and all such claims.

Arbitration. In the event that the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to final and binding arbitration. THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES OR CONTROVERSIES ARISING UNDER THE AGREEMENT, THESE TERMS AND CONDITIONS, ANY OF SUCH TERMS, ANY EFFORT BY ANY PARTY TO ENFORCE, INTERPRET, CONSTRUE, RESCIND, TERMINATE OR ANNUL THE AGREEMENT AND THE TERMS AND CONDITIONS, OR ANY PROVISION AND SECTION THEREOF, AND ANY AND ALL DISPUTES OR CONTROVERSIES RELATING TO OR INVOLVING THE STRUCTURE CO, SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FOLLOWING PROCEDURE: EITHER (I) THE STRUCTURE CO, ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL MUTUALLY SELECT AN ARBITRATOR, OR (II) IF THE STRUCTURE CO AND CLIENT CANNOT AGREE ON SUCH ARBITRATOR, THE STRUCTURE CO ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL EACH SELECT ONE ARBITRATOR AND THOSE TWO ARBITRATORS SHALL THEN SELECT A THIRD ARBITRATOR. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED UNDER THE AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), UNDER ITS COMMERCIAL ARBITRATION RULES. THE PARTIES HERETO AGREE THAT THE ARBITRATOR’S RULING, OR ARBITRATORS’ RULING, AS APPLICABLE, IN THE ARBITRATION SHALL BE FINAL AND BINDING AND NOT SUBJECT TO APPEAL OR CHALLENGE. THE PARTIES HERETO FURTHER AGREE THAT THE ARBITRATION PROCEEDINGS, TESTIMONY, DISCOVERY AND DOCUMENTS FILED IN THE COURSE OF SUCH PROCEEDINGS, INCLUDING THE FACT THAT THE ARBITRATION IS BEING CONDUCTED, WILL BE TREATED AS CONFIDENTIAL AND WILL NOT BE DISCLOSED TO ANY THIRD PARTY TO SUCH PROCEEDINGS, EXCEPT THE ARBITRATOR(S) AND THEIR STAFF, THE PARTIES’ ATTORNEYS AND THEIR STAFF, AND ANY EXPERTS RETAINED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION OR IN ANY OF THE APPLICABLE RULES OF THE AMERICAN ARBITRATION ASSOCIATION SHALL PREVENT THE STRUCTURE CO FROM SEEKING PROVISIONAL RELIEF OUTSIDE OF ARBITRATION, INCLUDING BUT NOT LIMITED TO EQUITABLE AND/OR INJUNCTIVE RELIEF, PENDING THE ARBITRATOR’S FINAL DECISION. The arbitration shall be paid in half by client and paid in half by The Structure Co. All payments shall be paid in advance.

Release and Indemnity. Client releases The Structure Co, its owners, shareholders, officers, directors, agents, contractors, employees, licensees, and invitees (hereinafter “The Structure Co Parties”) from any and all liability for, and agrees to indemnify and hold The Structure Co Parties harmless from and against, any and all losses, claims, expenses, costs, and damages, including but not limited to reasonable attorney’s fees, costs, or expenses, which are claimed of or sustained, suffered, paid or incurred by The Structure Co Parties, irrespective of The Structure Co Parties’ negligence (except gross negligence), for reason of or in connection with any or any combination of the following: (a) The Structure Co Parties’ breach of or failure to fulfill any provision of the Agreement or these Terms and Conditions, whether such breach is material or not; (b) any cause of action in any way related to or arising out of The Structure Co Parties ‘conduct, actions, or omissions, including but not limited to any damage or injury to person or property; (c) any matter in any way related to the Agreement or performance under the Agreement. Client agrees to obtain insurance coverage, including a project specific insurance policy or policies, an owner’s or contractor’s protective insurance policy, an owner controlled insurance policy, or a contractor controlled insurance policy, to cover any and all such requirements and obligations specified in this paragraph.

Non-solicitation of Employees, Contractors, or Agents. Client hereby agrees that during the course of receiving services and for a period of twenty-four (24) months immediately following the date of the last service provided by The Structure Co to Client, Client will not hire any employee, contractor, or agent of The Structure Co and will not, either directly or indirectly, solicit, induce, recruit, or encourage any The Structure Co employee, contractor, or agent to leave its employment, or take away such employee, contractor, or agent, or attempt to solicit, induce, recruit, encourage, or take away any employee, contractor, or agent of The Structure Co, either on behalf of the Client or for any other person or entity.

Client recognizes and hereby acknowledges that the Client’s breach of any of the covenants contained in this section will cause irreparable harm and severe damage to The Structure Co, the monetary amount of which would be virtually impossible to ascertain and extremely difficult to measure. Accordingly, in the event of a breach of this section, The Structure Co shall be entitled to a sum of fifty thousand dollars ($50,000) from the Client for liquidated damages, which both The Structure Co and Client believe is a good faith estimate for damages incurred from a breach of this section by the Client and in light of the difficulty of assessing actual damages. This sum is arrived at by considering the amount of time and cost it typically takes The Structure Co to recruit and train its employees, contractors, and agents. Both the Client and The Structure Co mutually agree that this provision is reasonable and not a penalty. Client and The Structure Co waive any arguments pertaining to the reasonableness of this sum or the method by which it was arrived.


Non-Disparagement. During the term of this Agreement and following the termination this Agreement for any reason, Client hereby agrees that it will not make any public disparaging statements concerning The Structure Co or its owners, affiliates, officers, directors, employees, agents, or contracting parties, its business or operations or the services provided by The Structure Co.


Acceleration. In the event that Client materially breaches the Agreement, all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach. Client understands and recognizes that The Structure Co frequently allocates overhead costs and budgets for future costs, such as through third-party contracts and long-term employment agreements. Accordingly, Client explicitly agrees that it shall not be entitled to any offset or discount for future payments owed, and waives any arguments and defenses pertaining to such. Client’s failure to provide payment to The Structure Co within 45 days of when said payment is due shall be considered a material breach of the Agreement.

Covenant not to Sue. Client provides The Structure Co a release and covenant not to sue The Structure Co  for any and all reasons, related to this Agreement or otherwise.

No Beneficiary. It is understood and agreed that Client and The Structure Co are the sole parties to the Agreement, and the services provided pursuant to Agreement by The Structure Co for Client is solely for the benefit of Client.

Ambiguity. The Agreement, including these Terms and Conditions, shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either The Structure Co or Client.

Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

Governing Law. The Agreement and Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of South Carolina and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of South Carolina. The Structure Co and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.

Venue. Venue for any litigation or arbitration relating to the Agreement and these Terms and Conditions shall be exclusively in courts of Greenville County, South Carolina. Client agrees and consents to such venue, and Client waives any defense pertaining to venue.

Entire Agreement for Subject Matter. These Terms and Conditions constitute the entire agreement between Client and The Structure Co with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.

TERMS AND CONDITIONS FOR THE STRUCTURE CO.

CLIENT SERVICES AGREEMENT

The Terms and Conditions for Client Services Agreement (“Terms and Conditions”) shall be fully incorporated into the Client Services Agreement (the “Agreement”).

Unless defined otherwise, the terms and definitions used herein shall refer to the terms and definitions set forth in the Agreement.

By agreeing to the Client Services Agreement, Client explicitly agrees to the following Terms and Conditions:

Superiority. To the extent that any conflict exists between the provisions in the Agreement and these Terms and Conditions, the provisions of the Agreement shall be deemed controlling.

Covered Services. It is understood that these Terms and Conditions apply to all services provided by The Structure Co. to Client. This explicitly includes any future, additional, or subsequent services provided by The Structure Co. to Client beyond those contemplated in the Agreement.

Payment. Payment is due from Client to The Structure Co. prior to service. Client will be assessed a $50 non-sufficient funds fee for any returned checks or any other failed payment for any reason, including but not limited to resulting from failed ACH charges, insufficient funds, incorrect or inaccurate information, etc . In The Structure Co.’s sole discretion, The Structure Co. may choose to invoice Client for services after commencing performance of services, in lieu of requiring payment up front , in which case payment is due within 15 days of any invoice provided.

Late Payments. Any payments not paid within 10 calendar days of the due date therefor, will incur a monthly penalty fee of five per cent (5%) of the outstanding balance, compounded monthly.

Cancellations or Rescheduling. Cancellation or rescheduling of Shoot within 10 business days of Date of Shoot shall be subject to an additional fee of 10% of the Project Rate and reimbursement of travel expenses.

ACH Debits. Client agrees to provide payment(s) to The Structure Co. via ACH debit transaction(s) by executing the ACH Debit form or supplying ACH information to The Structure Co.. Client agrees that all ACH transactions, including the origination of any ACH transactions or funds, shall comply with all provisions of any applicable law, rule, and regulation. The Structure Co. may initiate a debit transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any ACH transaction, including but not limited to those that may incurred by The Structure Co. by virtue of such transaction. Client recognizes that Client’s or The Structure Co.’s financial institution may charge fees or expenses for using an ACH transaction. Client warrants the accuracy of any information provided relating to any ACH transaction, including but not limited to any account and routing number provided. Client agrees to indemnify, hold harmless, and release The Structure Co. from any and all claims arising in connection with utilizing ACH transactions pursuant to this Agreement.

Credit Card Payments. Client agrees to provide payment(s) to The Structure Co. via credit card transaction(s) by executing the Credit Card Authorization form or supplying credit card information to The Structure Co.. Unless revoked in writing, The Structure Co. may initiate a credit card transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any credit card transaction, including but not limited to those that may incurred by The Structure Co. by virtue of such transaction. Client warrants the accuracy of any information provided relating to any credit card transaction. Client agrees to indemnify, hold harmless, and release The Structure Co. from any and all claims arising in connection with utilizing a credit card transaction pursuant to this Agreement.

Recurring Billing for Video Marketing.  Any recurring billing packages shall automatically renew for additional twelve (12) month billing periods unless earlier terminated by the Client by providing written notice to  The Structure Co. of its intent not to renew, no less than thirty (30) days prior to the end of the initial billing term or then-current renewal period (as the case may be).

Dispute resolution. Client agrees to provide The Structure Co. with written notice of any dispute, claim, or controversy, of any sort or nature, arising out of the Services or relating to The Structure Co., within six (6) months after any such claim, dispute, or controversy arises.

Limitation of Liability. IN NO CASE SHALL The Structure Co., ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF The Structure Co. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

IN NO EVENT WILL THE AGGREGATE OF EACH OF The Structure Co., ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS’ LIABILITY FOR ANY AND ALL OF CLIENT’S CLAIMS, OR ANY THIRD PARTY CLAIMS, AGAINST The Structure Co. (AND/OR ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS), ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF The Structure Co., EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THE AGREEMENT.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, The Structure Co. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND The Structure Co. EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY OTHER TERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE THAT WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES EXPLICITLY CONTAINED HEREIN.

Client Representations and Warranties; Indemnity. Client represents and warrants that Client has the full and unconditional right and authority to enter into, perform, and be bound by all of the terms of these Terms and Conditions, and that there is no contract, understanding, or pending or contemplated action that will in any way interfere with or adversely affect Client’s ability to fulfill its obligations under these Terms and Conditions. Client agrees to indemnify and hold harmless The Structure Co. and the The Structure Co. Parties from all claims, actions, liabilities, damages, losses, judgments, costs and expenses, including without limitation, reasonable attorney’s fees and costs, arising form or related to any acts or omissions of Client or the breach by Client of any of the representations, warranties, terms or conditions of these Terms and Conditions.

Legal Agreement. Client hereby warrants and agrees that these Terms and Conditions constitute a legal agreement between Client and The Structure Co. and governs all services provided by The Structure Co. to Client. Client hereby irrevocably waives any argument or defense to the contrary, and Client covenants not to set forth any argument or defense to the contrary.

Waiver. The Structure Co. failure to enforce or demand strict compliance of any right or provisions in the Agreement or these Terms and Conditions will not constitute a waiver of such or any other provision.

Intellectual Property Rights. As the creator of all Images (as defined below) made hereunder, The Structure Co. shall retain all intellectual property rights, in perpetuity and regardless of possession, of all Images, including but not limited to any copyrights with respect to same. As used in these Terms and Conditions, “Image” means all work-product produced and/or taken by The Structure Co., including but not limited to any photograph, video, raw footage, digital and/or audio, and any other works made by The Structure Co. while performing the Services, in any format and/or method whatsoever, whether now existing, or later created or developed. Client shall not reproduce Images in any manner without The Structure Co.’s explicitly written permission. Client recognizes and agrees that  The Structure Co. may reproduce, transmit, broadcast, distort, publish (including but not limited to the internet), sell, exhibit and otherwise use Images created hereunder for any purpose, in any manner, at any time, and in any format desired, including but not limited to commercial purposes.

Client’s Usage. Without limiting the foregoing, copyright for all footage filmed/photographed will be owned by The Structure Co.; provided that, with the exception of any raw footage and upon Client’s full payment for the services provided by The Structure Co., The Structure Co. shall grant to Client an irrevocable license to use the final video product for any purpose, including but not limited to for the promotion, marketing and sales of Client’s goods or services. The Client may request the option to purchase a copy of the raw footage which shall be delivered to Client on an external hard drive for a fee of $4995 payable upon order.

Additional Rights. Client may attempt to negotiate additional licensing rights for use of Images, but The Structure Co. is under no obligation to enter into such an agreement. Client may also attempt to purchase or license any Image in an additional format or size, but The Structure Co. is under no obligation to make such a sale or license.

Presentation. A presentation of the Images produced by The Structure Co. is ordinarily sent to Client digitally or made available on an online gallery. Artistic enhancements or touch-ups of Images are included at The Structure Co.’s sole discretion.

Retention Period. The Structure Co. agrees to retain Images for a minimum of three months after such Images are taken. Client shall have no right to obtain any Images from The Structure Co. after this period of time, irrespective of whether The Structure Co. has retained or continues to utilize such Images as The Structure Co. desires.

Requested Photos. While The Structure Co. will make reasonable efforts to take photos and/or Images specifically requested by Client, Client understands that all services performed by The Structure Co. are at an uncontrolled event and that due to the vagaries of the weather, available light, time restrictions, and willingness of subjects, The Structure Co. cannot ensure that requested photos will be taken.

Cancellation. Client understands and agrees that The Structure Co. reserves any specified time and date for Client. Accordingly, payments are non-refundable even if Client cancels the request for The Structure Co.’s services, cancels the event, or changes the date of the event. The Structure Co. may choose, at The Structure Co.’s sole discretion, to provide a refund to Client or to charge Client a reduced rate in the event of a cancellation upon reasonable notice to The Structure Co.; similarly, The Structure Co. may choose, at The Structure Co.’s sole discretion, to provide services to Client in the event that Client changes the date of an event. Provided, however, that The Structure Co. shall have no obligation to offer any refund, charge a reduced rate, or provide any additional or alternate services to Client if Client cancels the request for The Structure Co.’s services, cancels the event, or changes the date of the event.

Excused Performance. The Structure Co. shall be excused from any performance and any or all of its duties herein for any reasonable reason unforeseen by The Structure Co., including but not limited to, fire, war, transportation problems, acts of God, technical problems, or any other reason deemed appropriate in The Structure Co.’s sole and reasonable discretion. In such an event, if Client requests, Client shall be entitled to a pro-rata credit to be applied to any subsequent payment Client owes The Structure Co., provided, however, that under no circumstances shall The Structure Co. be required to pay any monies or make any refund to Client.

Modifications. Client agrees to examine these Terms and Conditions prior to receiving any services by The Structure Co.. These Terms and Conditions may be modified by The Structure Co. on the first day of each annual quarter without notice to Client. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any services from The Structure Co.. Client agrees and understands that if Client does not agree to the modification of these Terms and Conditions, then Client may reject such modification by provide written notice stating Client rejects the modification to The Structure Co.’s legal counsel. In the event Client provides such notice that Client rejects the modification to these Terms and Conditions, then any prior Terms and Conditions in effect will continue to exist in full force and effect unless The Structure Co. and Client agree otherwise.

Unenforceable Provisions. If any provision of these Terms and Conditions, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.

Headings and Titles. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect.

Notice precursor to action. Client agrees that prior to initiating or filing any lawsuit, action, or demand for arbitration against The Structure Co., Client must provide written notice to The Structure Co. Which provides notice of any issue that would be subject to such a lawsuit or arbitration. Such notice requirement shall be strictly construed, and Client’s failure to comply with such notice requirements shall constitute an irrevocable waiver of any claim or cause of action that exists or may exist. Such notice requirement shall be additional to any and all other notices required under these Terms and Conditions. Client agrees to pay The Structure Co.’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.

Initiation of Action. Client agrees that any claim and lawsuit relating to any matter with The Structure Co., including but not limited to claims arising out of or related to the Agreement and any services provided by The Structure Co. to Client, and any demands for arbitration, must be filed no more than six (6) months after the date the action or non-action that is the subject of the claim or lawsuit, or six (6) months after the acceptance of these Terms and Conditions, whichever is later. Client hereby waives any defense or argument pertaining to statute of limitations. Client agree and warrant that Client’s failure to comply with this section shall serve as an unconditional waiver and release for any and all such claims.

Arbitration. In the event that the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to final and binding arbitration. THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES OR CONTROVERSIES ARISING UNDER THE AGREEMENT, THESE TERMS AND CONDITIONS, ANY OF SUCH TERMS, ANY EFFORT BY ANY PARTY TO ENFORCE, INTERPRET, CONSTRUE, RESCIND, TERMINATE OR ANNUL THE AGREEMENT AND THE TERMS AND CONDITIONS, OR ANY PROVISION AND SECTION THEREOF, AND ANY AND ALL DISPUTES OR CONTROVERSIES RELATING TO OR INVOLVING The Structure Co., SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FOLLOWING PROCEDURE: EITHER (I) The Structure Co., ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL MUTUALLY SELECT AN ARBITRATOR, OR (II) IF The Structure Co. AND CLIENT CANNOT AGREE ON SUCH ARBITRATOR, The Structure Co. ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL EACH SELECT ONE ARBITRATOR AND THOSE TWO ARBITRATORS SHALL THEN SELECT A THIRD ARBITRATOR. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED UNDER THE AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), UNDER ITS COMMERCIAL ARBITRATION RULES. THE PARTIES HERETO AGREE THAT THE ARBITRATOR’S RULING, OR ARBITRATORS’ RULING, AS APPLICABLE, IN THE ARBITRATION SHALL BE FINAL AND BINDING AND NOT SUBJECT TO APPEAL OR CHALLENGE. THE PARTIES HERETO FURTHER AGREE THAT THE ARBITRATION PROCEEDINGS, TESTIMONY, DISCOVERY AND DOCUMENTS FILED IN THE COURSE OF SUCH PROCEEDINGS, INCLUDING THE FACT THAT THE ARBITRATION IS BEING CONDUCTED, WILL BE TREATED AS CONFIDENTIAL AND WILL NOT BE DISCLOSED TO ANY THIRD PARTY TO SUCH PROCEEDINGS, EXCEPT THE ARBITRATOR(S) AND THEIR STAFF, THE PARTIES’ ATTORNEYS AND THEIR STAFF, AND ANY EXPERTS RETAINED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION OR IN ANY OF THE APPLICABLE RULES OF THE AMERICAN ARBITRATION ASSOCIATION SHALL PREVENT The Structure Co. FROM SEEKING PROVISIONAL RELIEF OUTSIDE OF ARBITRATION, INCLUDING BUT NOT LIMITED TO EQUITABLE AND/OR INJUNCTIVE RELIEF, PENDING THE ARBITRATOR’S FINAL DECISION. The arbitration shall be paid in half by client and paid in half by The Structure Co.. All payments shall be paid in advance.

Release and Indemnity. Client releases The Structure Co., its owners, shareholders, officers, directors, agents, contractors, employees, licensees, and invitees (hereinafter “The Structure Co. Parties”) from any and all liability for, and agrees to indemnify and hold The Structure Co. Parties harmless from and against, any and all losses, claims, expenses, costs, and damages, including but not limited to reasonable attorney’s fees, costs, or expenses, which are claimed of or sustained, suffered, paid or incurred by The Structure Co. Parties, irrespective of The Structure Co. Parties’ negligence (except gross negligence), for reason of or in connection with any or any combination of the following: (a) The Structure Co. Parties’ breach of or failure to fulfill any provision of the Agreement or these Terms and Conditions, whether such breach is material or not; (b) any cause of action in any way related to or arising out of The Structure Co. Parties ‘conduct, actions, or omissions, including but not limited to any damage or injury to person or property; (c) any matter in any way related to the Agreement or performance under the Agreement. Client agrees to obtain insurance coverage, including a project specific insurance policy or policies, an owner’s or contractor’s protective insurance policy, an owner controlled insurance policy, or a contractor controlled insurance policy, to cover any and all such requirements and obligations specified in this paragraph.

Non-solicitation of Employees, Contractors, or Agents. Client hereby agrees that during the course of receiving services and for a period of twenty-four (24) months immediately following the date of the last service provided by The Structure Co. to Client, Client will not hire any employee, contractor, or agent of The Structure Co. and will not, either directly or indirectly, solicit, induce, recruit, or encourage any The Structure Co. employee, contractor, or agent to leave its employment, or take away such employee, contractor, or agent, or attempt to solicit, induce, recruit, encourage, or take away any employee, contractor, or agent of The Structure Co., either on behalf of the Client or for any other person or entity.

Client recognizes and hereby acknowledges that the Client’s breach of any of the covenants contained in this section will cause irreparable harm and severe damage to The Structure Co., the monetary amount of which would be virtually impossible to ascertain and extremely difficult to measure. Accordingly, in the event of a breach of this section, The Structure Co. shall be entitled to a sum of fifty thousand dollars ($50,000) from the Client for liquidated damages, which both The Structure Co. and Client believe is a good faith estimate for damages incurred from a breach of this section by the Client and in light of the difficulty of assessing actual damages. This sum is arrived at by considering the amount of time and cost it typically takes The Structure Co. to recruit and train its employees, contractors, and agents. Both the Client and The Structure Co. mutually agree that this provision is reasonable and not a penalty. Client and The Structure Co. waive any arguments pertaining to the reasonableness of this sum or the method by which it was arrived.


Non-Disparagement. During the term of this Agreement and following the termination this Agreement for any reason, Client hereby agrees that it will not make any public disparaging statements concerning The Structure Co. or its owners, affiliates, officers, directors, employees, agents, or contracting parties, its business or operations or the services provided by The Structure Co..


Acceleration. In the event that Client materially breaches the Agreement, all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach. Client understands and recognizes that The Structure Co. frequently allocates overhead costs and budgets for future costs, such as through third-party contracts and long-term employment agreements. Accordingly, Client explicitly agrees that it shall not be entitled to any offset or discount for future payments owed, and waives any arguments and defenses pertaining to such. Client’s failure to provide payment to The Structure Co. within 45 days of when said payment is due shall be considered a material breach of the Agreement.

Covenant not to Sue. Client provides The Structure Co. a release and covenant not to sue The Structure Co.  for any and all reasons, related to this Agreement or otherwise.

No Beneficiary. It is understood and agreed that Client and The Structure Co. are the sole parties to the Agreement, and the services provided pursuant to Agreement by The Structure Co. for Client is solely for the benefit of Client.

Ambiguity. The Agreement, including these Terms and Conditions, shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either The Structure Co. or Client.

Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

Governing Law. The Agreement and Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of South Carolina and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of South Carolina. The Structure Co. and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.

Venue. Venue for any litigation or arbitration relating to the Agreement and these Terms and Conditions shall be exclusively in courts of Greenville County, South Carolina. Client agrees and consents to such venue, and Client waives any defense pertaining to venue.

Entire Agreement for Subject Matter. These Terms and Conditions constitute the entire agreement between Client and The Structure Co. with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.