Terms & Conditions, MultiMedia Services Division

The following general Terms and Conditions shall apply to and be a part of Client's order for media services by HAVE, Inc.

Condition of Client Materials

Client is responsible for the technical quality and physical condition of all materials delivered to HAVE. HAVE's prices are based upon Client supplying materials deemed by HAVE to be compatible with standard processing, editing, duplication or handling procedures. In no event will HAVE guarantee satisfactory results from substandard materials. HAVE stresses that it is the Client's responsibility to ensure the master source supplied has been inspected prior to submittal, and that the master is an approved source free from authoring defects. Client understands it may incur additional charges if the master(s) do not meet HAVE specifications. When special requirements result in increased charges, HAVE will notify the Client.

Videotape masters submitted by Client to HAVE for videotape duplication must contain industry-standard color bars and audio tones, which will be the determining guidelines for picture and sound quality.

Supplying Artwork to HAVE

Most of our products involve digital electronic files. Our website contains a complete description of our art and graphic specifications. Use of HAVE specifications and templates is required. Please talk to your Account Manager to attain the correct specification and template for your job, especially if it is not included in the gallery of templates on our site. Graphic files not to our specifications may incur additional fees and can cause tight schedules to slip. Graphic charges are billed hourly.

Client must retain copies of all graphic files sent to HAVE. While we try to archive the files we receive for future runs, we are not to be expected in any way to do so. Graphic files sent to HAVE should be considered non-returnable except in cases where HAVE has been hired to retrieve and return files which have been archived under special arrangements.

Proofing

All graphic products are proofed at least once prior to manufacturing. Client will respond to proof approval requests in a timely manner, as no work will proceed until proof approval has been received by email. Occasionally, jobs will require multiple proofs, especially if HAVE has been contracted to construct the files. All CD and DVD work is proofed by disc or pdf. Normal orders include one proof at no charge. Additional proofs are billed separately, and revisions to files due to client-side changes after the first proof are billed at an hourly rate.

Once Client approves the proof, and the process of printing or manufacturing begins, Client is responsible for any and all costs associated with client-side errors or omissions discovered subsequently. As no two display monitors are calibrated alike or display the same image identically, HAVE PDF proofs are not a 100% representation of the finished product, and should be considered as color reference guides only. HAVE's pre-press hard copy printed proofs are accurate within a few percentage points, and slight variations relative to the finished print may occur.

Scheduling

Scheduling will not commence until the receipt of all materials relating to the project, including but not limited to the following: financial deposit if required, purchase order, master source, IPR (Intellectual Property Rights) form, all artwork and graphic files. Once these materials are received, an order enters the system. "Day 1" of the manufacturing schedule begins only after approval of all artwork proofs.

Turn-Time

HAVE will strive to meet delivery dates that have been quoted or estimated, but cannot guarantee there will be no unforeseen delays. If a guaranteed turn-time is required, please contact your Account Manager and secure the request in writing. HAVE will not be held liable for additional freight charges that may be incurred due to unforeseen circumstances.

Payment Terms

All quoted prices are considered FOB Hudson, NY. They do not reflect any taxes, duties, and/or levies, and are based on receiving Client materials as represented. All sales shall be prepaid unless credit has been approved by HAVE's Accounting Department. When payment terms are extended, payment shall be net 30 days from date of invoice, unless otherwise specified. All payments are applied to the oldest outstanding invoice. Any unpaid balance after thirty days will be subject to 1½% service charge per month. In the event of collection, all collection costs including but not limited to storage, advertising, accounting and all costs incurred through outside collection services, including reasonable attorney's fees, are to be paid by Client. This Agreement is governed by the laws of the State of New York, and Client hereby consents to jurisdiction in its courts.

Invoices will reflect a billed amount of the actual shipped count, which may be +/- 10% of the ordered quantity, due to quality control and manufacturing procedures. If a project is cancelled while in process, the Client is liable for all materials and services rendered up to that moment.

Storage of Client Materials

Client's masters are received, processed and stored by HAVE solely at the Client's risk, and HAVE shall not be liable or responsible for loss, damage or destruction of such masters. CLIENT SHALL RETAIN DUPLICATE COPIES OF ALL MASTERS AND SHALL INSURE ALL MASTERS DELIVERED TO OR DEPOSITED WITH HAVE, Inc. AGAINST ALL RISKS OF LOSS, DAMAGE, OR DESTRUCTION. In no event shall HAVE be liable for the loss or damage of any material delivered to HAVE by or for Client, except for the replacement value of the media only, and not any programming content on it. HAVE will provide storage of Client's manufacturing component materials without charge to Client during the time HAVE performs services with respect to said materials, and for a reasonable period, not to exceed one year, thereafter. However, HAVE reserves the right at any time to require Client to remove said materials from storage. After one year of no Client activity, HAVE will consider those materials as abandoned and may dispose of them as HAVE sees fit. HAVE will attempt to contact the Client at this time. If the Client does not respond to HAVE within a two week time frame after the HAVE's notification, HAVE will proceed with the disposal of the materials, the costs of which will be borne by the Client.

Limitation of Liability

With respect to Intellectual Property Rights and HAVE's duplication or replication manufacturing activities, HAVE does not wish to participate in the manufacturing of any materials without proper authorization to do so. In consideration of this policy, HAVE requires all of its Clients to agree to the following:

• Client represents to HAVE that it is the sole owner or authorized agent of the owner of materials delivered to HAVE, Inc., for services of any kind. These materials will not infringe copyright, right of privacy, trademark, patent, trade name, performing right, literary right, dramatic, musical, personal, civil, contract or any right of any description of any person or entity whatsoever, or will not constitute "obscenity" under applicable state or federal laws. In addition the product will be free of libelous, or slanderous material, and are free of any lien, claim or encumbrance.
• The Client agrees to indemnify HAVE of any and all claims, demands, causes of actions, suits, proceedings, settlements, and judgments brought against HAVE or that HAVE may incur as result of or in respect of or arising out of anything that, if true, would constitute breach of any of the above terms and conditions. If a claim is filed against HAVE, the Client agrees to pay all expenses and reasonable legal fees incurred by HAVE in connection with the claim.
• HAVE guarantees the satisfactory duplication/replication of Client-provided master materials, to acceptable industry standards. In the event that a problem is discovered with a delivered product, it must be returned to HAVE within 10 days for evaluation.
• HAVE will not be liable for consequential costs or expenses, and our responsibility and liability is only limited to the replacement of the duplicated products deemed non-conformant.
• The venue and jurisdiction for any dispute arising out of this agreement, and/or relationship between HAVE and the other parties to this agreement shall be brought in Columbia County, NY.

Client Inspection

Customer acknowledges that it has inspected or has had reasonable opportunity to inspect the result(s) of any work, labor, or services performed by HAVE and all products thereof, and Customer's acceptance of the product constitutes any acceptance of all work as satisfactory and a waiver of any claims arising therefrom.

Claims and Shortages

Claims for defects in material, workmanship, billing errors or shortages must be made by Customer in writing within a period of 10 days after delivery of all or part of the order giving rise to such claim or, in the case of billing errors, 10 days after date of invoicing. Failure to make such a claim within the stated period shall constitute irrevocable acceptance and admission that such part of the order so delivered complies with all terms, conditions and specifications or that the invoice is correct as stated.