TERMS & CONDITIONS

RICHTER PICTURE COMPANY, LLC

Each Scope of Work (“SOW”) executed by Richter Picture Company, LLC (“RPC”) for a client project (“Project”) is subject to the following Terms and Conditions (the “Terms”, together with each SOW, the “Agreement”). By executing the SOW and/or using the work of RPC, the client named in the SOW (“Client” or “you”) agrees to these Terms and Conditions. These Terms do not apply to freelance engagements, which are subject to the terms in the engagement’s Deal Memo.

1. SERVICES

1.1 Services. RPC will the final work product for the Project (the “Final Work”) as described in each SOW. The Final Work may incorporate materials, information, text, and other creative content provided by you (the “Client Content”). RPC is not responsible for the Client Content or whether it complies with applicable law. Unless otherwise agreed in the SOW, the Final Work is deemed accepted upon delivery.

1.2 Client Representative. You will identify a representative who is authorized to make binding decisions
for you, such as approving changes to the SOW and/or overtime (each a “Scope Change”).

1.3 Change Requests. Any material Scope Changes will be agreed in writing (including via email). If a Scope Change has not been agreed in advance, your use of the Final Work related to the Scope Change is your acceptance of the Scope Change, and you will pay for such work at RPC’s then standard rates.

1.4 Timing. RPC will use reasonable efforts to deliver the Final Work in accordance with the SOW schedule. You acknowledge that Project completion is dependent in part upon your timely cooperation with RPC, and RPC is not responsible for any delays outside of RPC’s reasonable control.

2. PRICING AND PAYMENTS

2.1 Fees and Expenses. You will pay the amount(s) set forth in the SOW. If fees are not included in the SOW, the Project will be completed on a time and materials basis, at RPC’s prevailing hourly rates (“PHR”) (and overtime as described in Section 2.5), plus expenses. You are responsible for payment of all sales, use, and similar taxes related to the services and/or Final Work.

2.2 Booking. You may request a non-binding hold on production dates. RPC generally attempts to contact potential clients with non-binding holds, at which point payment of the hold fee (the “Hold Fee”) is required, prior to booking for another client. However, non-binding holds are provided solely as a courtesy and RPC has no liability for its re-booking of non-binding hold dates, whether or not you are contacted.

2.3 Cancellation. Unless otherwise agreed in writing in an SOW (bookings during periods of high market demand, such as destination sporting events or political conventions, may require longer notice periods and higher cancellation fees), bookings may be rescheduled once, by written notice more than seven full days prior to 6:00 AM on the first production date (“Notice Time”), without penalty. Shorter notice periods and subsequent cancellations will incur the following fees (the “Projected Fee” is the SOW Project Budget plus expenses):
1. Cancellation without reschedule at least 7 days prior to Notice Time = Hold Fee 2. Second and subsequent reschedules at least 7 days prior to Notice Time = Hold Fee (for each) 3. At least 96 hours prior to Notice Time = 1/3 of Projected Fee for SOW 4. At least 48 hours prior to Notice Time = 2/3 of Projected Fee for SOW 5. Less than 48 hours prior to Notice Time = 100% of Projected Fee for SOW

2.4 Production Fees. Unless otherwise agreed in an SOW:

2.4.1 Production Days. A production day is ten hours from port to port, including a lunch break. Lunch breaks are thirty minutes if lunch is catered on location, or one hour if a “walk-away” lunch is required. A half-day is up to five hours port-to-port and must be agreed in advance by RPC. Gear is billed by the full
day only.

2.4.2 Travel Days. Travel days are billed at two-thirds of the prevailing day rate. Days including both travel time and work time are billed at the full day rate and are subject to overtime. Unless otherwise agreed in the SOW, you are responsible for all travel expenses, including but not limited to airfare, ground transportation, lodging, and baggage fees. RPC is generally eligible for airline media rates. Mileage is billed at the current IRS mileage rates. Per diems are billed per meal, per person, per travel day, at $20 for breakfast, $20 for lunch, and $40 for dinner.

2.5 Overtime and Special Rates. Unless otherwise agreed in the SOW, overtime rates are as follows, to be billed per person, based on the PHRs set forth in the SOW, or if none, at RPC’s standard PHR at the time of production:

First 2 hours of production overtime – 1.5x the PHR
Hours 2-4 of production overtime – 2x the PHR
Hours 4 and beyond of production overtime – 3x the PHR
Production or travel booked by the hour (2 hour minimum, requires advance RPC approval) – 1.5x the PHR
Full days with call times after 2:00 PM or before 4:00 AM – 1.5x the PHR
All time within ten hours within ten hours of the most recent production end time – 1.5x the PHR
If time is required on more than 5 out of 7 consecutive days, and/or in excess of 5 days in a calendar week, 1.5x the PHR will be treated as the “prevailing hourly rate” for each additional day, and any overtime will be calculated based on such adjusted rate.

2.6 Fees and Expenses

2.6.1 Payment Due Dates. Payments are due on the dates listed in the SOW. If no payment due dates are listed, Hold Fees and down payments are due prior to confirmation of the production dates, expense invoices are due upon receipt, and all other payments are due within thirty days of each invoice date.

2.6.2 Late Payments. Overdue payments will accrue interest at the lower of (a) three percent (3%) per month and (b) the highest rate allowed by applicable law. You will also pay all costs and expenses (including attorneys’ fees and costs) incurred by RPC in exercising any of its rights under this Agreement or applicable law following your nonpayment or other breach of this Agreement.

3. FINAL WORKS AND INTELLECTUAL PROPERTY OWNERSHIP

3.1 Ownership. Except as set forth in Section 3.2, upon payment in full of all amounts due to RPC under the SOW, RPC grants you limited usage rights in the Final Work solely for the purposes and uses set forth in the SOW. Any additional uses will require separate pricing. All other rights are reserved by RPC. Your trademarks and other pre-existing intellectual property remain your sole property.

3.2 Third-Party Materials. To the extent materials or other intellectual property owned by a third party, including without limitation stock photography or illustrations (“Third-Party Materials”) are incorporated into the Final Work, you will comply with the terms of any licenses for the Third-Party Materials. RPC has no responsibility for any Third-Party Materials, including their compliance with applicable laws.

3.3 Preliminary Work and Raw Footage. RPC retains all rights and title to preliminary work and ideas, working files, raw footage and media produced by RPC, and may use, license, and/or sell such items, in its discretion. You will return all such items to RRC upon request. If you want to use raw footage or other materials not included in the Final Works, you may license them if agreed by RPC, at a fee determined by RPC.

3.4 Footage and Data. RPC is not responsible for securing or archiving footage or data following delivery of the Final Work, including preliminary work and raw footage described in Section 3.3. In other words, we might have the footage from that one shoot for that one thing last year, but don’t count on it, and if you want us to go digging, you’ll have to pay us at an agreed hourly rate.

4. CONFIDENTIALITY. Each party acknowledges that it may receive confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party will hold such Confidential Information in confidence at all times, except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information does not include information that is in the public domain or becomes publicly known through no fault of the receiving party, is independently developed by the receiving party, or is received from a third party without an obligation of confidentiality.

5. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, RPC EXRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO BUSINESS AND FINANCIAL RESULTS OF THE PROJECT, THE FINAL WORK’S COMPLIANCE WITH APPLICABLE LAW, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITY. SERVICES AND FINAL WORKS ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT ALLOWED BY LAW, THE MAXIMUM LIABILITY OF RPC (AND ITS AFFILIATES) FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, IS LIMITED TO THE LESSER OF (A) THE AMOUNT PAID TO RPC (OTHER THAN EXPENSES) IN CONNECTION WITH THE SOW UNDER WHICH THE CLAIM AROSE AND (B) FIVE THOUSAND DOLLARS ($5,000). IN NO EVENT WILL RPC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE PROJECT, SERVICES, AND FINAL WORKS, EVEN IF RPC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless RPC, its member, contractors, employees, and agents, from and against any and all claims, damages, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of relating to the Client Content or information you provide, the use of the Final Works in any manner not described in the SOW, the use of Third-Party Materials, your breach of this Agreement, and/or your negligence or misconduct or that of your employees, contractors, representatives, and/or volunteers. You shall defend the indemnified party(ies) with counsel that is reasonably acceptable to such party(ies). You may not settle an indemnified claim without RPC’s prior written consent.

8. TERMINATION OF SOW. SOWs may not be terminated by you except prior to the start of production (upon payment of the cancellation fee in Section 2.3) or as expressly set forth in the SOW. SOWs may be terminated by RPC upon your nonpayment or other breach of this Agreement. Upon termination by RPC for your nonpayment or other breach, you must pay the Projected Fee for the SOW.

9. RELATIONSHIP OF THE PARTIES. RPC is an independent contractor. Nothing in this Agreement creates any joint venture, partnership, employment or agency relationship between the parties.

10. PUBLICITY. You consent to RPC reproducing and publicizing your trademarks, logos, and the Project on RPC’s website and in its other materials, both during and after the term of this Agreement.

11. FORCE MAJEURE. Except for your payment obligations, neither party will be responsible for any failure in performing under an SOW, to the extent the failure is a result of causes beyond the reasonable control of such party.

12. GOVERNING LAW. This Agreement is governed by Minnesota law, except for its conflict of law rules and principles. The parties agree that the courts of Minnesota will have exclusive jurisdiction as to any dispute or other matter arising out of or relating to this Agreement and the parties shall submit to the jurisdiction of such courts.

13. MISCELLANEOUS. This Agreement constitutes and expresses the entire agreement between the parties and supersedes any prior understandings or agreements, oral or written, with respect to the Project. No failure or delay of either party in exercising, any right, power, or privilege under this Agreement constitutes a waiver. Any waiver of any provision of this Agreement is effective only in the specific instance for which it was given. Any changes or modifications to this Agreement must be in writing and signed by both parties. Each SOW may be executed in any number of counterparts, and counterparts may be delivered electronically, whether in PDF format or otherwise, with such counterparts having the same effect as an original. This Agreement is solely for the benefit of the parties hereto and does not confer any rights
to any other person or business entity as a third party beneficiary or otherwise. This Agreement may not be assigned by either party without the other party’s prior written consent. This Agreement is binding upon and will inure to the benefit of the parties, their legal representatives, successors, and assigns. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective to the extent of such prohibition or unenforceability in that jurisdiction alone. The validity, enforceability, or legality of the remaining provisions will not be affected. Headings contained in this Agreement are for convenience only and do not form part of this Agreement. The parties agree that they have mutually negotiated the terms of the SOW and therefore the Agreement, and that any ambiguity will not be construed against one party on the basis of it or its professional advisor being the drafter. Sections 2-7, 10, 11, and this Section 13 will survive any and be enforceable after any termination or expiration of any SOW or this Agreement. In the event of a conflict between these Terms and an SOW, the SOW will prevail, but only for that particular Project.