Statement of Services

   I. Agreement For Services

1. Agreement to Provide Services. VIP agrees to provide Client with the services reflected in the quote (the “services”), in exchange for the fees for such services and the pursuant to the terms herein and in our standard terms and conditions. Unless otherwise reflected above, the services, and our agreement, begins on the date (the “Effective Date”) that you electronically consent to this Statement of Services and our standard terms and conditions. This Statement of Services together with our standard terms and conditions are the “Agreement”.
   
   
2. Additional or Different Services. Any services outside the scope of services indicated within the quote, changes to the services or to previously approved work shall be the subject of a separate agreement or quote, which must be executed by the parties.
   
   
3. Standard Terms and Conditions. The services are subject to VIP’s standard terms and conditions, which are available by link provided within your quote and which you agree to when you sign electronically and consent to these terms. Consent to our standard terms and conditions is required for VIP to begin work. Capitalized terms not otherwise defined in the standard terms and conditions have the meanings assigned herein.

II. Fees and Payments

1. Monthly Payments Due. Client agrees to pay VIP the monthly payment reflected in the quote, the first payment of which is due immediately upon the execution of this Agreement, or what is otherwise listed within the quote as the Effective Date.  Payment is due on the monthly anniversary of the Effective Date or as otherwise reflected within the quote. The payment due date will be reflected on the invoice for all future payments. Client’s rights are conditioned upon VIP’s receipt of full payment.
   
   
2. Late Payments. VIP may suspend performance of services and withhold delivery of materials if Client’s fees are past due. VIP shall not be liable for any damages, losses or liabilities that may arise out of VIP’s suspension of performance and/or withholding of materials due to Client’s non-payment. Late payments shall accrue interest at the rate of 1.5% per month. In the event that Client does not pay the fees owed when due, VIP shall be entitled to recover its costs of collection of amounts outstanding hereunder, including without limitation, the reasonable attorney’s fees and costs.
   
   
3. Standard Terms and Conditions. Client will be notified in advance for pre-approval of any expenses in excess of more than ten percent (10%) of those set forth above. At VIPs discretion, VIP shall either pay such fees directly to the third-party vendor or require Client to pay such fees directly. VIP shall maintain records of expenses. VIP will invoice Client for all fees related to acquisition of talent or talent services in advance and will only secure talent services upon receipt of all such fees from Client.

III. Client Obligations and Materials

VIP’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligation to cooperate with VIP in its provision of the services. VIP shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this agreement.

IV. Approval of Work

Within five business days following Client’s receipt of any Work Product (as defined below) from VIP, the Client will provide VIP with either (a) written approval and acceptance of such Work Product (which will not be unreasonably withheld), or (b) a written list of requested, reasonable modifications to, or objections to, the Work Product that are consistent with the services agreed upon by the parties. Work Product deemed approved by Client unless VIP receives a response to the contrary within five (5) business days of Client’s receipt of such Work Product.

1. The Client's approval of any Work Product created or produced by VIP in the course of the provision of the services, or any cost estimate, will constitute VIP’s authority to purchase, publish, and make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which VIP considers it reasonable to do in order to carry out its obligations under this Agreement. 
   
   
2. VIP will not be obliged to commit to any expenditure on behalf of the Client beyond what is listed within the quote, written communication without first receiving written confirmation of the Client's instructions and VIP will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.
   
   

V. Intellectual Property

1. Work Product. The Parties agree and acknowledge that all Work Product (defined within the quote and/or delivered, previewed) developed hereunder shall NOT be deemed "works made for hire" under U.S. Copyright Act of 1976 and  shall remain the sole property of VIP and/or its Vendors (i.e. Craft Creative, LLC “Craft Creative”), as applicable. "Work Product" means, collectively, all deliverables, materials, marketing and/or branding suggestions and other work product provided to Client by VIP, including all documentation, information and all associated rights, including all drawings, sketches, video, audio, audio-visual works, works of authorship, inventions, innovations, improvements, trademarks, trade names, service marks, developments, methods, designs, analyses, drawings, reports, schematics and all similar or related information (whether or not patentable or copyrightable) and all associated intellectual property rights, including trade secrets, trademarks, copyrights, patents or patentable information, and other intellectual property that are conceived, developed, designed, made, reduced to writing, or communicated to Client during the term of this Agreement, and all derivations, adaptations, modifications or compilations thereto.
   
   
2. 
   
   1. Client acknowledges that VIP, and/or VIP’s suppliers and vendor(s) (i.e. Craft Creative) as is applicable, possesses all right, title and interest to all intellectual property produced pursuant to this Agreement, subject only to the grant of a license to client for use of the same, as specifically set forth below. "VIP's Intellectual Property" means: (1) all logos, marks, pictorial or graphical representations of brands, images, advertisements, graphics, designs, text, design elements, and any and all other information or materials and underlying intellectual property that is produced as a result of the services of this Agreement; (2) Work Product and underlying intellectual property that is developed by or on behalf of VIP during the term of this Agreement that is not based on Client's Intellectual Property.
      
      
   2. VIP, individually, and/or as an agent for its suppliers and vendors, shallown and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, 3d modeling files, animation files and other source files for front-end deliverables, computer programs, source codes, or other backend and background elements, files and features incorporated into or utilized by the Work (collectively, “Background Technology”). Said Background Technology shall be included within the definition and description of VIP Intellectual Property, hereunder; and 
      
      
   3. VIP, individually, and/or as an agent for its suppliers and vendors shall retain all rights to any illustrations and other proprietary artwork, if any, performed or created as a result of the services (each item, a “Design”), provided that VIP shall not, without Client’s prior written consent, use, license, sell or otherwise authorize the use of any Design for use in connection with the marketing or promotion of any consumer product, in any format or medium, electronic or otherwise, for a period of one year from date on which such Design is first published.
      
      
   4. In the event that the Work Product contains any trademarks, service marks, logos, slogans, designs, branding or other indications of origin (the “Trademarks”), Client acknowledges and agrees that, as between Client and VIP, VIP owns all right, title and interest in and to such Trademarks, including all goodwill arising from Client’s use of such Trademarks.
      Client agrees to use the Trademarks only as reflected in the Work Product and as otherwise agreed upon by the Parties and to comply with VIP’s reasonable requirements regarding such use, including applying the registration symbol, ®, and other requirements. Client agrees and consents to VIP’s registration of the Trademarks, in VIP’s name, and will provide VIP with any documentation reasonably required to register the Trademarks and to vest title in VIP. Client hereby consents to using any  names of any living persons associated with Client in the Trademarks. The Trademarks are part of the VIP Intellectual Property.
      
      
3. Grant of License - VIP, individually, and/or as an agent for its vendors, grants Client a perpetual, irrevocable, world-wide, royalty-free, non-exclusive, nontransferable, non-assignable, non-sub-licensable (without the written consent of VIP) license to use the Work Product and Trademarks, produced by, and/or provided to Client, by VIP and/or its vendors (i.e. Craft Creative), arising from the provision of services to Client under this Agreement, to the extent that such property is needed to use or utilize in VIP’s final product to Client. Further, VIP, individually, and/or as an agent for its vendors, i.e. Craft, grants Client a perpetual, world-wide, royalty-free, exclusive, irrevocable, non-transferable, nonassignable, non-sub-licensable license (without the written consent of VIP) to use the Final Product and Trademarks as described herein. Client acknowledges and agrees that it shall not make derivative works of, the Final Product, or the constituent creative parts of the Final Product which comprises VIP's Intellectual Property (defined below) for any purpose whatsoever except that Client may modify the Final Product to add legally required disclaimers. 
   
   
4. Sole Retention of VIP, by Client, to Modify or Edit Intellectual Property. If the Client desires to utilize any of the Work Product, whether accepted or rejected by the Client hereunder, for any marketing campaign, promotion, product, service, advertisement or any other purpose outside the scope of this Agreement, then the Client shall hire VIP to design, create, develop, market and otherwise implement such work. The Client shall not hire a third-party to modify or edit any creative content, intellectual property or Work Product prepared pursuant to this Agreement.
   
   
5. Client's Intellectual Property. VIP acknowledges that Client has all right, title and interest to all of Client's Intellectual Property it owns prior to this Agreement and/or that obtains outside the provision of services under this Agreement. VIP expressly recognizes that it may only use the Client Intellectual Property in connection with developing the Work Product and Final Product and expressly for the sole benefit of Client. By conveying Confidential Information to VIP or by otherwise requesting VIP to perform services as specified under this Agreement, Client neither makes nor implies any license to VIP to any trade secret, trademark. patent, copyright. or any other U.S. or international intellectual property right except as needed solely to carry out the terms and conditions of this Agreement. Furthermore, Client grants no ownership rights to VIP of any nature whatsoever, whether in the United States or elsewhere to any of the Client Intellectual Property. "Client's Intellectual Property" means: all logos, pictorial or graphical representations of brands, images, advertisements. graphics, designs, text, design
   elements. and any and all other information or materials and underlying intellectual property that is owned by or licensed to Client as of the date of this Agreement (as defined in this Agreement).