Terms and Conditions

II.    CLIENT REPRESENTATIVE / SUPPLIERS

• Client Representative. Client shall appoint a sole representative (the “Client Representative”), who shall have full authority to provide and maintain any information and approvals that may be required by VIP. Client Representative shall be responsible for coordination and review of the VIP’s services and notifying VIP of Client instructions, change orders and approvals. The signature or e-mail approval of the Client Representative shall be final and binding on Client. If, after the Client Representative has approved a design, the Client attempts to alters the scope of work or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services.
  
  
• Suppliers and Talent. VIP may enter into contracts with suppliers (vendors, etc.) on your behalf in order to provide the services. Such agreements shall be on pursuant to the standard terms or such better terms as VIP is able to negotiate with such suppliers. VIP shall provide a copy of such terms upon Client’s request. Unless otherwise agreed, VIP shall have the exclusive right to negotiate with, talent, including celebrities, in connection with the services, but, unless otherwise agreed, Client shall engage such talent directly.

III.    CONFIDENTIALITY

1. Confidential Information. "Confidential Information" means any oral, written, visual, graphic or machine-readable information including, but not limited to, information which relates to an application, patents, patent applications, research, product plans, products, developments, invention, processes, design, drawings, engineering, formulae, markets, business plans, agreements with third parties, services, customers, marketing or finances of the Disclosing party. The Receiving party's obligations only extend to Confidential Information that: (a) is marked in writing as confidential or proprietary at the time of disclosure, (b) is unmarked (e.g., disclosed orally or visually) but is identified as confidential at the time of disclosure and is confirmed in writing summarizing the information considered confidential within a reasonable time (not to exceed 30 days) after the oral or visual disclosure, or (c) due to the circumstances of disclosure or the nature of the information, should reasonably be considered Confidential Information.
   
   
2. For purposes of this Section, the party receiving Confidential Information is referred to as the "Receiving Party" and the party disclosing Confidential Information is referred to as the "Disclosing Party
   
   
3. Non-Disclosure of Confidential Information. The Receiving Party agrees not to use any Confidential Information disclosed to it by the Disclosing Party for its own use or for any purpose other than the furtherance of the relationship created by this Agreement. Without the prior written consent of the Disclosing Party, the Receiving Party shall NOT disclose or permit disclosure of any Confidential Information of the Disclosing Party to third parties or to employees of the Receiving Party, other than directors, officers, employees, consultants, contractors and agents who are required to have the information in order to can-y out the discussions regarding purposes in furtherance of the relationship created by this Agreement. The Receiving Party has had or will have its directors. officers, employees, consultants, contractors and agents who have access to Confidential Information of the Disclosing Party sign a nondisclosure agreement in content substantially similar to this Agreement. The Receiving Party is responsible for breaches of this Agreement by persons to whom it discloses Confidential Information received hereunder. The Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure or use of the Confidential Information of the Disclosing Party. In order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information, Receiving Party will use its efforts which shall be no less than its best efforts of care. The Receiving Party agrees to notify the Disclosing Party in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the Disclosing Party which may come to the Receiving Party's attention.
   
   
4. Exceptions. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other, which the Receiving Party can prove: (i)was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was known to or in the possession of the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence, or other competent evidence, at the time of disclosure; or (iii) is disclosed with the prior written approval of the Disclosing Party.
   
   
5. Return of Materials. Any materials or documents that have been furnished by the Disclosing Party to the Receiving Party, including but without limitation all Confidential Information in connection with the furtherance of the relationship created by this Agreement, shall be promptly returned by the Receiving Party, accompanied by all copies of such documentation, within thirty (30) days after (a) this Agreement has been terminated or (b) the written request of the Disclosing Party. If certain Confidential Information is required for later use in furtherance of the relationship created by this Agreement after termination, that Confidential Information shall be identified in a subsequent written agreement between the Parties.
   
   
6. No Rights Granted. As between the parties, all Confidential Information will remain the exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights or licenses under any patent, copyright or other intellectual property or proprietary rights of the Disclosing Party to the Receiving Party, nor shall this Agreement grant to the Receiving Party any rights in or to the Disclosing Party 's Confidential Information other than the limited right to review such Confidential Information solely for purposes in furtherance of the relationship created by this Agreement.
   
   
7. Confidentiality Period for Confidential Information. The foregoing commitments of the Receiving Party continue for a period of two (2) years following the date of the termination of this Agreement.

IV.    LIABILITY

1. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, VIP, ON BEHALF OF ITSELF AND CRAFT CREATIVE, EXPRESLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT WITHOUT LIMITATION TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED “AS-IS”.
   
   
2. Limitation of Liability. EXCEPT FOR CLAIMS ARISING FROM THE WILLFUL MISCONDUCT OF VIP, IN NO EVENT SHALL VIP BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, OR USE, FUNCTIONALITY OF THE SERVICES, OR FOR INTERRUPTED USE OF THE SERVICES, OR FROM ANY DEFECT, ERROR, DATA BREACH OR MALFUNCTION OF THE SERVICES, EVEN IF VIP HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT (I) FOR PAYMENTS OWED TO VIP, (II) FOR CLAIMS ARISING FROM THE WILLFUL MISCONDUCT OF A PARTY, OR (III) WITH RESPECT TO THE PARTIES' DUTY TO INDEMNIFY AND WITHOUT LIMITING ANY OTHER RIGHTS, REMEDIES, LIMITATIONS, OR RESTRICTIONS IN THIS AGREEMENT OR UNDER LAW, A PARTY WILL NOT BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY THEORY OF LIABILITY FOR ANY AMOUNT, REGARDLESS OF THE NUMBER OF CLAIMS ALLEGED, IN EXCESS OF ALL PAYMENTS MADE TO VIP UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS FROM THE DATE OF SUCH CLAIMS.

V.    GENERAL

1. Survival. The Parties acknowledge and agree that sections that, by their nature, should survive termination of this Agreement regardless of the reason, basis, or circumstances of the termination, shall survive the termination or expiration of this Agreement.
   
   
2. Compliance with Applicable Law. The Parties shall at all times comply with all applicable laws and regulations in connection with their obligations under this Agreement.
   
   
3. Modification of this Agreement. The terms of this Agreement may only be modified by a written agreement duly signed by both Parties.
   
   
4. Third Party Beneficiaries. This Agreement shall inure to the benefit of and shall be binding upon the Parties' and their respective permitted successors and assigns.
   
   
5. Relationship of the Parties. With respect to the Services provided hereunder, VIP will at all times be an independent contractor. The parties recognize that this Agreement does not create any actual or apparent partnership, franchise, relationship of employer and employee, or a joint venture between the parties.
   
   
6. Severability/Waivers. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be automatically reformed and construed so as to be valid, legal, operative, and enforceable to the maximum extent permitted by applicable law while preserving its original intent. The invalidity, illegality or unenforceability of any part of this Agreement shall not render invalid, illegal or unenforceable the remainder of this Agreement. Additionally, no waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by both Parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purposes stated in such writing.
   
   
7. Assignment. This Agreement may not be assigned or transferred by either party, including by operation of law, without the prior written consent and permission of the other party(which shall not be unreasonably withheld), and any attempt to do so shall be null and void.
   
   
8. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which together shall constitute one contract.
   
   
9. Choice of Law and Forum. This Agreement shall be governed and interpreted in accordance with the laws of the State of South Carolina without regard to conflict of law principles. Any litigation arising out of or connected to this Agreement shall be brought in a court of competent jurisdiction in Charleston County, South Carolina.
   
   
10. Prevailing Party. If any litigation, dispute, arbitration, or similar adjudicatory proceeding associated with this Agreement is commenced by one party against the other party, all fees costs and expenses, including, without limitation, reasonable attorney’s fees and costs, incurred by the prevailing party in such litigation, dispute, arbitration or similar adjudicatory proceeding shall be reimbursed by the non-prevailing party. A party is deemed to prevail if that party prevails on the central issue raised in the litigation, dispute, arbitration or similar adjudicatory proceeding, regardless of the amount of damages awarded.
    
    
11. Merger. This Agreement contains the entire understanding among the Parties and supersedes any prior understandings and/or written or oral agreements among the Parties regarding the subject matter herein. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto relating to the subject matter hereof that are not fully expressed herein.
    
    
    1. Notice. All notices, certificates, or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by certified mail, postage prepaid, return receipt requested or shall be sufficiently given and deemed given when dispatched by facsimile or electronic mail transmission (with return receipt requested), or by personal delivery addressed as set forth below:
       
       

       If to VIP:

                         VIP Marketing and Advertising, LLC
                         c/o Mr. Eric Elliott
                         677 King Street
                         Third Floor
                         Charleston, South Carolina 29405

          With copy to:

           Brewer Law Firm, LLC
           Barrett Brewer, Esq.
           P.O. Box 1847
           Mount Pleasant, SC 29464

       If to CLIENT: TO THE ADDRESS LISTED IN THE STATEMENT OF SERVICES

12. Arbitration. To the extent that there is a dispute amongst the parties associated with this Agreement, or the performance under this Agreement, the parties agree to submit the dispute to binding arbitration. The arbitration shall be governed by the S.C. CODE.ANN. SEC.15-4-IO, et. seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof located in Charleston, South Carolina. The place of the arbitration shall be Charleston, South Carolina.
    
    
13. Force Majeure. Neither party shall be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, pandemic, fire, flood, inclement weather, accident, earthquakes, telecommunications Iine failures, electricaI outages, network failures, health pandemics, acts of God, terrorism, civil commotion, or labor disputes. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within three business days of its occurrence. 
    
    
14. Captions. The headings, titles, and caption s of the Articles and Sections of this Agreement are inserted only to facilitate reference. They shall not define, limit, extend, or describe the scope or intent of this Agreement or any provision hereof, and they shall not constitute a part hereof or affect the meaning or interpretation of this Agreement.