1. Service Request: Client will have access to various tools and resources as provided by PowerFlix that may enable them to request certain services, including but not limited to the creation of marketing assets (e.g., artwork, posters, trailers, etc.), the creation of technical documents (e.g., caption files, etc.), quality support review requests via aggregation, advisory requests, sales requests or distribution-related service requests, which shall each individually be referred to as a Service Request or collectively be referred to as the Service Requests. Each such Service Request or collectively the Service Requests may be initiated electronically through any of PowerFlix’s products or through other means, and PowerFlix shall have the right, but not the obligation, to refer such Service Requests to Vendor as appropriate. When initiating a Service Request via submission, Client shall be bound to the request and unable to cancel, and Client will be charged up-front based on the associated fee structure of the services in question. In the event that a Service Request is not accepted by a Vendor within five (5) business days, PowerFlix will provide Client the option for a refund and to cancel the Service Request, or, if not refunded, PowerFlix will continually seek out an alternative Vendor and/or mechanism to fulfill the request and the cycle will continue until fulfilled or canceled. When making Service Requests, Client shall not know of which Vendor their Service Request is sent to or the response by the Vendor, and agrees to waive said right in accordance with this agreement, the Terms of Service Agreement (“ToS Agreement”) or the privacy policy (“Privacy Policy”), both of which are attached hereto and incorporated herein by this reference.

2. Acceptance of Service Request by Vendor: Vendor shall have the right, but not the obligation, to accept each Service Request and be able to communicate to or receive communications from the Client in a form or fashion that is appropriate to fulfilling the Service Request. Such communications may utilize PowerFlix as an agent of communication, or could be managed through direct communications, including traditional phone calls, emails, video chats or other meeting types, at Vendor’s sole discretion, and in accordance with their internal policies and procedures. Once Vendor and Client are in communication, should Client and Vendor prefer to communicate in a certain way and waive anonymity, they are able to do so, but this is not required. Upon acceptance of a Service Request by Vendor involving a service fee, PowerFlix will transfer funds to the Vendor, and therefore will not be able to refund the Service Request once it is accepted by a Vendor.

3. Service Engagement: Each Service Request, once accepted by Vendor, shall initiate a Service Engagement that aligns with the Client request and best practices in fulfilling such requests. The scope of work (“Scope of Work”) and term (“Term”) shall vary for each Service Engagement, though PowerFlix intends to provide transparency to both the Vendor and the Client in regards to what product or service they will be receiving, the associated fee, the timeline for fulfilling the service, how many revisions or points of feedback may be provided, and the general rules that shall govern the overall process. The Scope of Work for each Service Engagement shall be listed in “Exhibit A”, attached hereto and incorporated herein by this reference. PowerFlix strives to simplify the Service Engagement process by outlining what information or assets may be needed, beyond those uploaded to PowerFlix, in order for a Vendor to execute the Service Engagement. For example, a Vendor may require that Client provides documentation pertaining to certain rights, agreements or licenses pertaining to music, likeness or general content before utilizing or taking a specific creative direction in creating a trailer or poster. PowerFlix recognizes that each Vendor may have certain best practices that allow for optimal communication and execution of their respective services, and, as such, shall strive to make such communication and execution practices as simple as possible. Vendor shall have no obligation to satisfy change requests, overages, or continued correspondence with Client once the Service Engagement has been satisfied. However, in the event that Client requests and Vendor accepts certain custom modifications, overage or change requests, likely with an additional agreed-to fee, to the Service Engagement during the course of or following the Service Engagement, PowerFlix shall make best efforts to satisfy both parties. Throughout this process, Vendors shall have the right to remain anonymous for any Service Engagement or they may make their identity known, at their sole discretion.

4. Work Made for Hire: It is hereby expressly acknowledged and agreed by Vendor that all materials, whether tangible, digital or other form, created, authored or otherwise produced by Vendor in connection with the provision of services pursuant to this Agreement or by any Work Order or other request from Client or PowerFlix, including, without limitation, all inventions, creations, expressions, improvements, materials and all other documentation, whether or not subject to patent or copyright protection, whether preliminary or final, and on whatever media rendered (collectively, the “Work Product”), shall be deemed as Work Made For Hire (“Work Made For Hire”). Such Work Made For Hire shall remain the exclusive property of Client which shall have the unlimited right to make, have made, use, copy, display in public, reconstruct, repair, modify, reproduce, publish, distribute and sell the Work Product, in whole or in part, or combine the Work Product with other matter, or not use the Work Product at all, as it sees fit. Any product, technology, process, software or mechanism utilized by Vendor in the creation or fulfillment of a Service Engagement that is the intellectual property (“Intellectual Property” or “IP”) of Vendor shall remain the Vendor’s IP. Similarly, any product, technology, process, software or mechanism utilized by PowerFlix in the creation or fulfillment of a Service Engagement that is the intellectual property of PowerFlix shall remain PowerFlix’s IP. For avoidance of doubt, assets requested for creation or development by Client and fulfilled by Vendor shall become Client IP upon proof of full payment and transfer, while all other IP shall remain with its original owner.

5. Fees: Upon submission of a Service Request by Client, PowerFlix shall charge Client’s method of payment the entire amount of the listed service fee (“Service Fee”), with such funds to be sent to PowerFlix’s account of record, net of any transaction costs, payment gateway or bank fees (“Bank Fees”), which may range depending on the Client’s method of payment and domicile. PowerFlix may retain a percentage of the Service Fee as its PowerFlix Commission (“PowerFlix Commission”) depending on the service provided. The remaining balance following the deduction of the Bank Fees and PowerFlix Commission shall be referred to as the Net Service Fee (“Net Service Fee”). Once a Service Request is accepted by a Vendor and establishes a Service Engagement along with the established Net Service Fee, PowerFlix shall pay a deposit of the Net Service Fee to Vendor within five (5) business days, thus allowing work to begin. The remaining amount of the Net Service Fee shall be held by PowerFlix and be paid to Vendor upon Vendor’s completion of the Service Engagement to ensure the fulfillment of the required service, respectively. In the event of overages or change requests that fall outside the scope of the Service Engagement (any scenario of which to be referred to as “Overages”) and are agreed to by Client and Vendor, the parties must make PowerFlix aware of such Overages. PowerFlix or Vendor may invoice and collect payment from Client, as applicable. Vendor Expenses shall not be included in any Service Fee unless otherwise outlined in the Service Engagement terms and conditions. Vendor shall primarily be working on a fixed fee basis for a given Service Engagement and shall have no obligation to manage, negotiate, research or source solutions that would otherwise incur any third-party expenses. In the event that the Service Engagement leads to Overages, as outlined above, such Overages would require pre-approval from the Client in writing and have associated payments collected prior to the execution of any Overage-related work or efforts. Similarly, should Client incur certain expenses, such as music licensing or otherwise, Client must approve and absorb such costs on their own with no mechanism to deduct or claim the expense as recoupable. For avoidance of doubt, PowerFlix services, service options, features, pricing and fees are subject to change at any time and will be valid at the time of Client submission. As updates or enhancements are changed or added, PowerFlix will modify Exhibit A and any associated features, services, service options, pricing and/or fees on its properties, including its website, as applicable. Any deposit or up-front payment, as applicable, shall be non-refundable and be charged against the method of payment on file. At PowerFlix’s sole discretion, whether as a response to Client’s request, independent of Client’s request or as a result of an otherwise failed attempt or issue with charging a Client’s method of payment, PowerFlix reserves the right to send invoices to Client that may or may not allow for alternative methods of payment and associated verification processes, including but not limited to via wire transfer or other electronic means, and such alternative methods may have additional Service Fees or Bank Fees assessed, accordingly. For avoidance of doubt, all fees and pricing, whether one-time charges or recurring, shall be calculated, listed and agreed to by Client and PowerFlix based on the time of Client submission, and may not be increased, decreased, canceled, waived or modified in any way without the exclusive consent of PowerFlix, including retroactive actions or changes to fees or pricing. PowerFlix retains the sole right to run promotions, offer discounts, credits or otherwise at any time. In addition to a PowerFlix Commission based on services and any respective fees, deposits and/or recurring charges, PowerFlix shall retain a five percent (5%) commission on all gross sales reported by video-on-demand platforms if PowerFlix was used for aggregation to that platform, including but not limited to transactional video-on-demand (TVOD), electronic sell-through (EST) and advertising video-on-demand (AVOD), if and when applicable. For unique services PowerFlix may support, such as sales or other forms of distribution, such commissions shall be listed in those associated service engagements, from which PowerFlix may or may not participate in an additional PowerFlix Commission as a portion of the service commission.

6. Records, Payment Guarantee & Payment Methods: PowerFlix shall have a no refund policy and no satisfaction clause policy, and shall have mechanisms and processes in place to avoid or minimize charge-backs (“Charge-Backs”) from Clients. In the event of a Charge-Back, PowerFlix shall notify Vendor and may request pausing or canceling a Client’s service, though Vendor shall not be penalized for any such action. Vendor shall be due their net service fee in full for services rendered regardless of a Charge-Back or service interruption, and may assist PowerFlix in any collections efforts or resolutions of payment-related issues with Clients. Clients shall pay for PowerFlix-related services via credit card, ACH, wire and other bank transfer mechanisms as may be retained on file, and Client will not interfere with any payments thereof. Clients shall be directly responsible for any union, residual, tax or withholding implications with respect to their payments and/or income generated by services. Payments shall be in US Dollars (USD) regardless of the Client residence or domicile, though any shortfall or transaction fee collected by PowerFlix shall be considered a Bank Fee, as laws and regulations vary greatly around the world. Any deposit or up-front payment, as applicable, shall be non-refundable and be charged against the method of payment on file. Any recurring payment, whether completed or pending per the Terms of Service and/or this Agreement, shall be non-refundable and also charged against the method of payment on file. At PowerFlix’s sole discretion, whether as a response to Client’s request, independent of Client’s request or as a result of an otherwise failed attempt or issue with charging a Client’s method of payment, PowerFlix reserves the right to send invoices to Client that may or may not allow for alternative methods of payment and associated verification processes, including but not limited to via wire transfer or other electronic means, and such alternative methods may have additional Service Fees or Bank Fees assessed, accordingly.

7. Delivery and Asset Management: Client shall provide all initial materials, assets, metadata, records, documentation and information (“Client Materials”) necessary for PowerFlix and Vendor to execute on a given Service Engagement. Vendor and PowerFlix agree to make best efforts and to safeguard Client Materials according to industry standards. Should Vendor and Client communicate outside of PowerFlix’s infrastructure, such as via phone, email or other means, PowerFlix is not responsible or liable for safeguarding such Client Materials and the process with which materials are created, collaborated on and shared. Upon the completion of a Service Engagement involving the creation of materials, Vendor agrees to provide such materials to PowerFlix and Client, accordingly. Vendor agrees to retain a copy or duplicate of the asset for a minimum period of thirty (30) days in the event additional modifications are necessary, and thereafter agrees to delete, remove and/or destroy the asset. PowerFlix shall manage the delivery of assets and shall assume general asset management practices for any materials it has access to on behalf of a Client.

8. Termination: Client shall have the right to “Terminate” a Service Engagement at any time with or without cause. Such termination shall not result in a refund and, in Vendor’s or PowerFlix’s discretion, Vendor or PowerFlix may complete, pause or cancel the services it has or is working on. All materials, whether complete or in-progress, must be provided to Client and PowerFlix upon request following termination. In the event of an aggregation, sales or distribution engagement intended to cover a minimum term or any a period of time, termination shall not accelerate the expiration date if during the service period (“Term”), and Vendor or PowerFlix shall have a chance to close out and/or cure any deficiencies or open deals within thirty (30) days of termination notice. Additionally, if Client is unresponsive or does not follow the intended process and procedures of a given Service Engagement, Vendor or PowerFlix shall have the right to continue executing its services and may or may not declare default and termination.

Vendor may terminate a Service Engagement at any time with or without cause, though Vendor’s termination will result in a full refund to PowerFlix and/or Client for any fees incurred, plus a twenty percent (20%) penalty of the associated fees. The intent of this is to discourage Vendors from accepting and taking on engagements with which it has no ability or capacity to fulfill within the assumed timeline or demands of the Service Engagement. Additionally, if Vendor is unresponsive or does not follow the intended process and procedures of a given Service Agreement, Client may inform PowerFlix of the default, and Vendor shall have three (3) business days to cure the breach or default.

PowerFlix may terminate a Service Engagement at any time with or without cause. Such termination shall not accelerate the expiration date or Term if during the service period, and Vendor shall have a chance to close out and/or cure any deficiencies or open deals within thirty (30) days of termination notice. Additionally, PowerFlix shall refund the Client but any such refund shall be at the discretion of PowerFlix.

In the event Client terminates an Aggregation Service for a given project, including but not limited to any related request, such as closing an account, discontinuing services or acting out with any form of abuse, PowerFlix shall charge Client for the entirety of the Term and continue to collect any PowerFlix Commission or Fees that are collected or would have been collected from performance of a project prior to Termination and the thirty (30) days following the notice of Termination, which may be referred to as a cure period. By way of example only, if a Client has subscribed to a monthly Service Level for Aggregation which, over a twelve (12) month period, has paid six hundred dollars ($600) and has one thousand dollars ($1,000) remaining in the subscription, the open balance plus any commissions or fees due shall be due in full and charged by PowerFlix simultaneous to Termination.

In the event that a balance is owed by Client for any project, PowerFlix reserves the right to deny Termination until the balance is paid.

9. Publicity: PowerFlix must receive approval in writing in order to use any branding, trade name, trademark, logo, commercial symbol, mention or association of any Vendor or Client within PowerFlix promotional materials or case studies (“Promotional Materials”). In the event Client makes a Service Request, Vendor shall have the right to access any materials and information necessary to perform their services, and, should the services relate to sales or distribution, Client acknowledges that Vendor may use and/or create Promotional Materials in order to best serve the Service Engagement.

10. Representations and Warranties: PowerFlix and Client hereby represent and warrant that: (i) it has the full right, power and authority to enter into this Agreement and to grant all of the rights granted hereunder; (ii) there is no action, suit, claim or proceeding pending or threatened against or affecting either party as it relates to this Agreement; (iii) each Service Request and/or Service Engagement will not violate, infringe upon, or otherwise give rise to any adverse claim with respect to any common law or other right of any person, form, or entity, or violate any other applicable law; (iv) during the Term and in accordance with the terms of this Agreement, each party will not take (and will not authorize third parties to take) any action or enter into any agreement which can or will impair or interfere with the rights granted hereunder; (v) each party will use good faith and best efforts to execute respective services and act in a professional manner. Each party’s representations, warranties and indemnities hereunder are and will remain in full force and effect at all times and will survive Termination.

11. Indemnification: Client shall defend, indemnify and hold harmless PowerFlix, its parent(s), affiliates, Vendors, assigns, licensees, and related entities, and each of their respective directors, officers, employees, agents, licensees, assignees and representatives, from and against any and all third party claims, liabilities, damages, costs and expenses, including outside counsel fees, arising from or relating to any breach or alleged breach by either Party of any representation, warranty, covenant or agreement made by either party herein or the exercise by either party of the Rights as expressly permitted hereunder and otherwise in accordance with this Agreement. Vendor shall defend, indemnify and hold harmless PowerFlix, its parent(s), affiliates, assigns, licensees, and related entities, and each of their respective directors, officers, employees, agents, licensees, assignees and representatives, from and against any and all third party claims, liabilities, damages, costs and expenses, including outside counsel fees, arising from or relating to any breach or alleged breach by either Party of any representation, warranty, covenant or agreement made by either party herein or the exercise by either party of the Rights as expressly permitted hereunder and otherwise in accordance with this Agreement.

12. Non-Disparagement: Each Party hereby agrees to refrain from any disparagement, defamation, libel, or slander of one another, both publicly or privately, and agrees to refrain from any tortious interference with any agreements, services, contracts and relationships of any of the parties, including Clients, PowerFlix, Vendors, press or third parties.

13. Relationship of Parties and Non-Exclusivity: Nothing contained in this Agreement will be deemed to create a partnership, employment or joint venture between the Client and PowerFlix or Client and Vendor. Further, the Agreement and related services do not create any form of exclusive relationship, nor will it guarantee any level of Service Requests or Service Engagements. Vendor reserves the right to decline any Service Request and PowerFlix reserves the right to assign a Service Request to any Vendor it chooses, as appropriate. Similarly, Client reserves the right to initiate or not initiate any Service Request and PowerFlix reserves the right to reject a Service Request along with a refund.

14. Confidentiality: Other than as required by law, governmental authority, or to enforce its rights hereunder, no party will, without the express written consent of the other party, disclose private terms of an Agreement or any other business information shared by the other party which should reasonably be understood to be confidential, except to its attorneys, agents, accountants, investors, lenders, or directors on a “need-to-know” basis, provided that such persons are similarly required to keep such information confidential.

15. Governance & Dispute Resolution: This Agreement will be governed by the laws of the State of California applicable to contracts made and entirely performed therein. Unless otherwise documented, all actions, proceedings or litigation brought by any party hereto relating to this Agreement will be instituted and prosecuted exclusively within the Federal and State courts situated within the City of Los Angeles and State of California, and the parties hereby agree and submit to the jurisdiction and venue of such courts for such purposes. Any dispute, claim, or controversy arising out of or relating to this Agreement will be resolved by final binding arbitration in the County of Los Angeles and State of California before a single, neutral arbitrator (provided the arbitrator is knowledgeable in entertainment law and in the independent film industry). The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Any arbitration award will also provide for payment by the losing party of the actual, verifiable, out-of-pocket, third-party fees and costs incurred in connection with said arbitration, as well as the reasonable outside attorneys’ fees and costs incurred by the prevailing party. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain a court confirmation of the award. Judgment on the arbitration award may be entered into any court having jurisdiction. This Section 15 will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event of a dispute, neither party will be entitled to receive punitive damages.

16. Assignment & Waiver: Any party may assign or transfer any or all of its rights and/or obligations hereunder upon notice to the other parties. However, the assigning party will be held responsible for the work and actions of its sub-licensee. No waiver by either party or any provision of the Agreement, or of any breach or default by the other party shall constitute a continuing waiver, and no waiver shall be effective unless made in writing.

17. General: If any provision of the Agreement shall be determined by any court of competent jurisdiction to be void and unenforceable, all other provisions of the Agreement shall nevertheless continue in full force and effect. This Agreement contains certain terms and conditions regarding Service Requests and Service Engagements and supersedes any verbal, written or other communication on the topic. Any modifications to any portion of this Agreement must be made in writing through an addendum, signed by all impacted parties.