TERMS OF SERVICE

AGREEMEMNT OF STUDIO SERVICES

Last edited: 02/16/2019

AGREEMENT between Qwality Brands LLC (the “Studio”), and Purchaser of Services (the “Artist”).

In consideration of the provision of studio time, the services of one (1) recording engineer and the provision of other services provided by Studio to Artist, the parties hereby agree as follows:

  1. Services

1.1.    Studio will provide the services set out in the Scope of Work (“SOW”), received by Artist, such services hereinafter referred to as the “Services”, including but not limited to engineering, tracking, mixing, mastering, editing, composing, and arranging.

1.2.    Artist understands that there will be additional fees for any additional services not listed in the SOW that are provided by Studio at Artist’s request.

1.3.    Artist understands that the rate quoted for the Services includes the services of one (1) of Studio’s designated engineers.

  1. Rates; Payment

2.1.    Artist agrees to pay for the Services at the applicable rates set out in the SOW, received by Artist.

2.2.    Once Artist has approved a track, mix or master, there will be an additional charge for any change to that track, mix or master.

2.3.    Artist will pay Studio a deposit of 50% of the total charges for the items listed in the SOW. The remaining balance will become due upon completion of the Services. Optional payment plans can be made available at the sole discretion of Studio.

2.4.    Studio retains ownership of the master and will not release it to Artist until all amounts owing under this Agreement are paid in full.

  1. Responsibilities of Studio

3.1.    Studio agrees that it will:

– provide the equipment in good working order;
– at Artist’s request, provide studio personnel to assist as required during Artist’s session (at additional cost);
– maintain safe, clean and comfortable environment and ensure Artist’s privacy during sessions.

3.2.    Studio shall not be liable for any failure to perform its obligations if such failure is due to circumstances beyond its reasonable control. Any liability of Studio shall be limited to the total of all amounts paid by Artist for Services under this Agreement.

  1. Responsibilities of Artist

4.1.    Artist agrees that it will:

4.1.1. Make all payments when due;

4.1.2. Pay all contract musicians directly (unless otherwise agreed upon);

4.1.3. Pay for any damage caused by Artist or by Artist’s personnel or guests, other than normal wear and tear, to the equipment, studio facilities, common areas, building or grounds;

4.1.4. Not eat, drink, or smoke in the control room and not place any food, drinks or smoking material on any equipment; and

4.1.5. Not bring into or be under the influence of any illegal controlled substance or alcoholic beverage;

4.1.6. Respect the neighbors and neighborhood surrounding the facility.

4.2.    Artist is permitted up to three (3) studio session cancellations, upon which a forth cancellation can result in termination of this agreement at the Studio’s discretion.

  1. Termination
    If Artist fails to comply with any of its responsibilities hereunder, Studio may terminate this Agreement and retain any amounts paid by Artist prior to such termination.
  2. Loss or Damage

6.1.    Studio shall use reasonable efforts to secure all recording media (all master CDs, final mixes, session files, MP3s and WAVs) belonging to the Artist and stored on the studio premises, but Studio shall not be liable for loss of or damage to any of the above.

6.2.    In the event of loss to or damage of Artist’s recording media due to willful negligence, Studio shall be responsible for replacement of no more than the value of the total replacement cost of the studio time to date devoted to said recording media.

6.3.    Artist is solely responsible for all personal property belonging to Artist, Artist’s employees and guests. Studio shall not be liable for any loss of or damage to any of such personal property.

6.4.    Artist shall be responsible for any loss or damage to Studio property caused by Artist, Artist’s employees, guests, invitees or agents acting under Artist’s instruction, as a result of misuse, negligence, carelessness or willful misconduct.

  1. Terms and Conditions of Use of Studio

7.1.    All artists using studio space must behave in a manner that is respectful of the building and equipment and is considerate of other users of the studio.

7.2.    Noise outside the facility must be kept to a minimum at all times of the day. If you have a car alarm, you are responsible for making sure that it does not disturb either a recording session in progress or the residents living in the area.

7.3.    If an artist brings equipment into the studio, the artist is solely responsible for the working order of the equipment. The studio reserves the right to refuse to allow the use of such equipment if the studio believes it to be in unsafe condition.

7.4.    Smoking is NOT ALLOWED anywhere around the equipment or within the building, including back porch and stairwells. If you smoke outside the building, you must be at least 25 feet from doors and windows. Do not leave cigarette butts on the grounds.

7.5.    Place trash in the receptacles provided, whether on the grounds and inside the building. Recycle drink bottles, cans and containers in the recycling bins located in the kitchen area.

7.6.    Alcohol and/or drug use is STRICTLY PROHIBITED anywhere on the property. Any such behavior by the artist or by the artist’s crew or guests will result in immediate termination of the contract and session, and removal of the person(s) from the facility.

7.7.    No beverages of any kind – including water – are to be consumed in the control room or near any equipment. The artist is liable for any and all damage caused by negligence, recklessness, or misconduct of the artist or the artist’s crew or guests.

7.8.    The artist is allowed to have up to 5 guests (people not actively involved in the recording session), but the artist is responsible for these guests. If a guest is disruptive to a session, s/he will be asked to leave.

  1. Acceptance of Media
    Receipt and acceptance of the recording media by Artist after completion of the Services shall be deemed acknowledgement between both parties that the quality of the Services is satisfactory to Artist and shall release Studio from any and all liability and claims regarding such Services.
  2. Entire Agreement
    This constitutes the entire agreement between Artist and Studio, and may not be modified, changed, or terminated in any way except in writing signed by both parties.
  3. Governing Law
    This Agreement shall be governed by and construed in accordance with the laws of Georgia. Any legal actions, claims or demands shall be handled in a court of competent jurisdiction within the state of Georgia.

By receiving and signing the SOW sent by Studio, Artist agrees to and is bound by the terms in this agreement of service.

AGREEMEMNT OF DESIGN SERVICES

Last edited: 01/31/2019

AGREEMENT between Qwality Brands LLC (“Agency”), and Purchaser of Services (“Client”).

  1. Appointment

Client appoints Agency as Client’s exclusive design agency in connection with the products and/or services of Client described in the Scope of Work (“SOW”), received by Client, for a term (“Term”) as hereinafter provided.

  1. Scope of Design Services

Agency will provide Client with the design services provided in SOW. Should Client request Agency to perform additional services beyond what is provided in the SOW, Agency and Client will negotiate in good faith with respect to the terms, conditions, and compensation for such additional services. Any agreement for additional services will be set forth in writing in a new SOW agreement.

  1. Ownership

All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Agency are the property of the Client provided: (1) such Work Product is accepted in writing by the Client; and (2) Client pays all fees and costs associated with creating and, where applicable, producing such Work Product. Work Product that does not meet the two foregoing conditions shall remain Agency’s property.

Notwithstanding the foregoing, it is understood that Agency may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. In such instances, Client agrees that it remains bound by the terms of such licenses. Agency will keep Client informed of any such limitations.

  1. Term

The term of this Agreement shall commence on the date provided in the SOW and shall continue until terminated by either party upon fourteen (14) days’ prior written notice (“Notice Period”), provided that this Agreement may not be terminated effective prior to the expiration of thirty (30) days from the Commencement Date. Notice shall be deemed given on the day of mailing or, in case of notice by e-mail, on the next day following the day notice is e-mailed. During the Notice Period, Agency’s rights, duties, and responsibilities shall continue.

  1. Compensation and Billing Procedure

Agency will be compensated and Client will be billed as provided in the SOW.

  1. Confidentiality and Safeguard of Property

Client and Agency respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. Agency and Client will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Agency nor Client will be responsible for any loss or damage.

  1. Indemnities

Agency agrees to indemnify and hold Client harmless with respect to any claims or actions by third parties against Client based upon material prepared by Agency, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by Client to Agency.

Client agrees to indemnify and hold Agency harmless with respect to any claims or actions by third parties against Agency based upon materials furnished by Client or where material created by Agency is substantially changed by Client. Information or data obtained by Agency from Client to substantiate claims made in advertising shall be deemed to be “materials furnished by Client.” Client further agrees to indemnify and hold Agency harmless with respect to any death or personal injury claims or actions arising from the use of Client’s products or services.

  1. Commitments to Third Parties

All purchases of media, production costs, and engagement of talent will be subject to Client’s prior approval. Client reserves the right to cancel any such authorization, whereupon Agency will take all appropriate steps to effect such cancellation, provided that Client will hold Agency harmless with respect to any costs incurred by Agency as a result.

If at any time Agency obtains a discount or rebate from any supplier in connection with Agency’s rendition of services to Client, Agency will credit Client or remit to Client such discount or rebate.

  1. Amendments

You acknowledge that these terms and conditions can be updated at any time, and that you are responsible for checking for the latest terms.

  1. Governing Law

This Agreement shall be interpreted in accordance with the laws of the State of Georgia without regard to its principles of conflicts of laws. Jurisdiction and venue shall be solely within the State of Georgia.

By receiving and signing the SOW sent by Agency, Client agrees to and is bound by the terms in this agreement of service.