TERMS AND CONDITIONS

This Services Agreement (“Agreement”), effective as the date specified above (“Effective Date”), sets forth terms under which Arlynn Reames and its affiliates (“Service Provider”) will provide the client identified as (“Client”) with certain services, as those services are described in one or more Statement(s) of Work. This Agreement consists of the terms and conditions set forth below and any attachments or exhibits identified and referenced herein or in an associated work statement.

1. Services. The Service Provider agrees to use commercially reasonable efforts to render the services described on the Statement(s) of Work which reference this Agreement (“Services”) by the delivery dates specified therein, if any. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution Client agrees to provide Service Provider with reasonable access to Client technical data, computer programs, files, documentation, and/or other materials, resources, personnel, equipment or facilities to the extent such access is necessary for the performance of Services. Client will be responsible for, and assumes the risk of any problems resulting from the content, accuracy, completeness, competence or consistency of Client Materials or its personnel. To the extent that Client does not timely provide the foregoing access required for the Service Provider to perform the Services or deliver the Deliverables, the Service Provider shall be excused from performance until such items/access are provided.

2. Changes to Scope of Services. If Client desires to change a Statement of Work, Client will submit a written request to Service Provider detailing the proposed changes. If the Service Provider has the resources available to accommodate such changes, Service Provider shall prepare an amendment to the Statement of Work detailing the changes, any fee adjustments required as a result of such changes, any adjustments to the delivery schedule required as a result of such changes, and any other necessary adjustments. If the Statement of Work amendment is agreeable to Client, both parties will execute the amendment. If the Client and the Service Provider are not able to agree to an adjustment to the Statement of Work, it will remain unchanged.

3. Payment. Client will pay Service Provider the amounts and at the times set forth on the applicable Statement of Work. If not specified, Client will pay Service Provider its customary rates for Services monthly. All payments are non-refundable and shall be made in U.S. dollars within (14) days from the date of Service Provider’s invoice. Any late payments shall be subject to a service charge equal to 5% per month of the amount due or the maximum amount allowed by law, whichever is less.

4. Term and Termination. This Agreement remains in effect until terminated. Either party may terminate this Agreement at any time when there is no Statement of Work then in effect by giving the other party thirty (14) days written notice. Either party may terminate this Agreement or any Statement of Work if the other party: (a) fails to cure any material breach of this Agreement within (14) days after written notice of such breach; (b) ceases operation without a successor; (c) mutual written agreement by both parties; (d) by either party for convenience with (14) days written notice. Following termination, sections 3 (Payment) will survive with respect to payments earned prior to termination, 6 (Limitation of Remedies and Damages), 7 (Client Reference), 8 (Governing Law), and 9 (General Provisions) will survive.

5. Limited Warranty. Service Provider will perform the Services and deliver the Deliverables in a professional and workmanlike manner. Service Provider will, as its sole liability and obligation to Client for failure to provide Services or Deliverables meeting this warranty, (a) re-perform the nonconforming Services or (b) re-deliver the non-conforming Deliverables at no additional cost to Client or (c) terminate the applicable Statement of Work and refund the portion of fees attributable to such nonconforming Services or Deliverables, if notified of the non-conformity within (7) days of delivery of the applicable Service or Deliverable. Except for the foregoing limited warranty, service provider does not make any other representations, warranties or conditions of any kind, whether oral or written, express or implied, with respect to the subject matter of this agreement. Service Provider specifically disclaims any and all implied warranties or conditions of merchantability , satisfactory quality, fitness for a particular purpose and non-infringement.

6. Limitation of Remedies and Damages. Neither party will be liable for any loss of use, interruption of business, lost profits, or any indirect, special, incidental, or consequential damages of any kind arising out of or related to this agreement regardless of the form of action whether in contract, tort (including negligence), strict product liability, or otherwise, even if it has been advised of the possibility of such damages in advance. In no event will service provider’s aggregate liability arising out of or related to this agreement exceed the net amount of service provider has actually received from client under this agreement.

7. Client Reference. Client agrees that upon execution of this Agreement, Service Provider may add Client to Service Provider’s publicly disclosed client list, (which may include use of Client’s name and logo in client lists on Service Provider’s website, project photos and marketing materials). Other than this, neither party may use the other party’s name in advertisements nor otherwise publicly disclose the terms and content of this Agreement without the other’s prior written consent. Service Provider shall have the right to include Deliverables among Service Provider’s promotional materials, and may include Client Materials among Service Provider’s promotional materials.

8. Governing Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws principles or provisions. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the State of California and each party irrevocably submits to the jurisdiction and venue of such courts.

9. Attorneys Fees. In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorney’s fees in addition to any other available remedy.

10. General Provisions. Each party is an independent contractor of the other and neither is an employee, agent, partner or joint venture of the other. The parties hereby agree that there are no third party beneficiaries of this Agreement. Any notice, report, approval or consent required or permitted under this Agreement will be in writing to the address specified below. Neither party shall be liable to the other for any delay of failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency. Any waivers or amendments will be effective only if made in writing signed by a representative of the respective parties authorized to bind the parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Facsimile and other electronic means of signatures on this Agreement are binding.

10. Professional Licenses. Anima does not manage construction, or provide architectural services, land surveying, engineering or other services for which a professional license is required and makes no warranty or guarantee of any kind for any of our drawings or deliverables. Billings from any such professionals shall be billed directly to the client. Anima does not accept any responsibility or liability for the acts or omissions of such providers. Any warranties or representations of such professionals shall run directly to the client from such professionals. Client agrees that it will not rely on Anima for the accuracy of any representation or warranty of those providing licensed services.

11. Right of Entry. The CLIENT shall provide for a safe right of entry in order for Anima to perform its Services, including execution of any site access or license agreements required for completion of the Services. Anima will not be required to execute any site access or license agreement(s). While Anima will take all reasonable precautions to minimize any damage to the property, the CLIENT acknowledges and agrees that in the normal course of work some damage may occur, the correction of which is not part of this Agreement unless specifically provided in the proposal or unless caused by the negligence or willful misconduct of Anima.

12. Job Site Safety and Control of Work. Unless expressly agreed to in writing by Anima under separate contract, Anima will have no responsibility for the safety program at the Project or the safety of any entity or person other than Anima and its employees. Neither the professional activities of Anima nor the presence of Anima's employees and subcontractors at the Project site will be construed to confer upon Anima any responsibility for any activities on site performed by personnel other than Anima's employees and subcontractors.

The CLIENT agrees that Anima Design Studio will have no power, authority, right or obligation to supervise, direct, stop the work of or control the activities of any other contractors or subcontractors or construction manager, their agents, servants or employees. Anima will take reasonable precautions to safeguard its own employees and those for whom Anima is legally responsible.