1. TERMS AND CONDITIONS

1.1. Terms

These TERMS AND CONDITIONS incorporate by reference any Proposal and/or Change Order(s) attached hereto pursuant to Section 2 hereof (collectively referred to as “Terms”). These Terms constitute a binding legal agreement between Sherwood Media, LLC (“Sherwood Media”) and the individual or entity accepting said Proposal or Change Order (“You”, “you”, “Your, ”your”, “Client”) (each a “Party”, collectively “Parties”). In the event of a conflict between the terms of a Proposal or Change Order and these Terms, the terms of the Proposal or Change Order shall apply.

1.2. Entire Agreement

These Terms set forth the entire agreement and understanding between Sherwood Media and you relating to its subject matter and merges all prior discussions between the Parties. These Terms will be binding upon your heirs, executors, administrators and other legal representatives, and your successors and assigns, and will be for the benefit of Sherwood Media, its successors, and its assigns.

1.3. Modification

These Terms may not be changed, modified or amended except in writing signed by the Parties.

1.4. Voluntary Execution; Advice of Counsel

You certify and acknowledge that you have carefully read all of the provisions of these Terms, that you understand and have voluntarily accepted such provisions, and that you will fully and faithfully comply with such provisions. You acknowledge that, accepting these Terms, you have had the opportunity to seek the advice of independent legal counsel, and you have read and understood all of the terms and provisions of these Terms.

2. SERVICES

2.1. Projects and Each Proposal

Before beginning a Project, you and Sherwood Media will determine the specific services and deliverables to be provided (as “Services”) for one or more projects (each as “Project”), the compensation to be paid, and the timetables and or milestones for each payment, and will document the Parties’ agreement as to those matters specific to each Project through a “Proposal” submitted to you via the proposal software then being used by Sherwood Media for commercial clients (each a “Proposal”). For the purpose of these Terms, “Content” shall include all content (video, photo, audio, etc.) captured by Sherwood Media pursuant to a Proposal. Upon your approval of each Proposal, each Proposal will be annexed to these Terms and will supplement the terms of these Terms, with respect to the specific Project. For the avoidance of doubt, the payment on any Proposal constitutes your express approval.

2.2. Change Orders

(a) Should the Proposal be altered in any way at your request or as deemed necessary by Sherwood Media in its reasonable judgment, Sherwood Media shall submit to you a written statement of the changes and the costs therefor (“Change Order”), and, once accepted by you, you shall not unreasonably withhold your prompt payment of any additionally incurred service fees specified by said (“Change Orders”).

(b) Should any Change Orders occur within five (5) days prior to any Project delivery date(s) previously calendared by Sherwood Media, you shall pay an additional twenty percent (20%) of such Change Order to Sherwood Media, so that Sherwood Media may retain the appropriate resources required for its successful performance of Services for you.

(c) Any Change Orders will be submitted through the proposal software as used by Sherwood Media for the original

Proposal or in accordance with Sherwood Media’s then-current processes and procedures.

(d) Sherwood Media shall not be required to perform any work or to provide any services outside the applicable Proposal as amended by any Change Order(s) approved by you.

2.3. Standard of Performance

Both Parties shall perform on these Terms in a professional and workmanlike manner, consistent with industry standards for the industry and business of both you and Sherwood Media. However, no guarantee of other results is implied or otherwise made by Sherwood Media. The Parties recognize and agree that the performance of Services necessitates communication and information exchange between them, and that delay in completing certain milestones outlined in a Proposal may occur if there are delays in any such communication and information exchange.

2.4. Work Product

Sherwood Media will shoot all Content in digital format. Sherwood Media retains sole discretion in selecting the materials to be released (or not) to you. Digital content will be made available on a digital download link that will be emailed to You, owned and maintained by Sherwood Media. Content will be delivered as high-resolution files in an online portal. Final production and editing styles, effects, and overall look of the content are left to the discretion of Sherwood Media. RAW files will not be provided. The online portal will remain open for 30 days after delivery to you. Requests for additional copies or changes to content shall be made within 30 days following delivery of the online portal. After this 30-day term has expired, Sherwood Media will no longer be responsible for any corrections, damages, refunds, re-edits, or re-shoots. Be advised that RAW files may be destroyed at any time after the online portal has closed. Storage of RAW files by Sherwood Media may be available at an additional cost in Sherwood Media’s sole discretion. Client may download content for commercial use only. Downloaded content must not be reproduced in any form or altered in any way including for the purpose of being submitted to contests or in any other form other than as provided for in these Terms or with the express written consent and license of the Sherwood Media.

2.5. Exclusive Sherwood Media

You agree and understand that no party other than Sherwood Media and Sherwood Media’s employees, assistants, or subcontractors (if applicable) may capture or record in any format any poses, lighting situations, or setups made by Sherwood Media, without express consent of Sherwood Media. This prohibited activity slows down Sherwood Media’s work and violates Sherwood Media's rights in its intellectual property in the composition of Content and other methods that belong to Sherwood Media. You agree to do all things reasonably requested by Sherwood Media to ensure that no person(s) gets in the way of Sherwood Media or attempts to record or take videos and/or photos during the Production Day(s).

3. COMPENSATION

3.1. Services

For Services rendered under these Terms, you will pay Sherwood Media its service fees set forth in the Proposal. You will remit payment according to the terms set forth in each Proposal. Unless otherwise set forth in the Proposal, you will pay a 50%, non-refundable deposit to reserve the date and time of the Production Day(s) upon acceptance of these Terms. Your date and time are not reserved until Sherwood Media has received your deposit in full. The total balance of all fees for Services together with any Travel Fees (hereinafter defined) must be paid when the Content is ready for delivery by Sherwood Media. Should a payment be dishonored or not made when due, Sherwood Media reserves the right to halt the performance of all Services (and delay the delivery of any and all Content) until accounts are settled. Further, Sherwood Media may elect not to release any Content to you until all accounts are settled and all payments have cleared. Any deposits paid to Sherwood Media are made in good faith and to reserve Sherwood Media’s time. You acknowledge that Sherwood Media is foregoing or rescheduling the opportunity to work with other clients in order to provide Services to you. Accordingly, you agree that any deposits are completely earned, due and owed to Sherwood Media, and once paid shall not be refundable in part or in full. If no payment method is specified in the Proposal, payments will be made by ACH transfer or check mailed to:

Sherwood Media LLC
​5419 Summitridge Lane
​Knoxville, TN 37921

Sherwood Media acknowledges that it is entitled to no other compensation or benefits (other than Expenses (as defined below)) and is fully responsible for any and all personal taxes, personal health insurance or other personal expenses.

3.2. Expenses and Additional Fees

You will reimburse Sherwood Media for all reasonable and necessary expenses and additional fees (“Expenses”) incurred in connection with the performance of services on your behalf or as specifically noted in a Proposal, including but not limited to, travel fee(s), expedited delivery/rush fees, actual costs for any props or other materials provided by Sherwood Media together with time spent procuring said props and materials, hourly fees for time overages, and a la carte additional Content purchases over and above the Proposal scope (only available to in Sherwood Media’s sole discretion).

Travel outside of Knox County will be billed at $0.60 per mile (or the current IRS mileage rate, whichever is higher) traveled per vehicle (“Travel Fees”).

Sherwood Media’s standard delivery schedule for completed Content is 4-6 weeks from the date of the Production Day(s). If expedited delivery is desired, you will so notify Sherwood Media (i) prior to acceptance of these Terms if the need for expedited delivery is already known, or (ii) no later than 7 days prior to the scheduled Production Day(s) date, whichever is earlier. In the event Sherwood Media agrees to provide finished Content on an expedited basis, you will pay Sherwood Media’s “Expedited Delivery Fee” as quoted to you by Sherwood Media at the time Sherwood Media agrees to provide Content on an expedited schedule. Expedited Delivery Fee(s) shall be paid prior to the Production Day(s) or otherwise immediately upon Sherwood Media’s agreement to provide the completed Content on an expedited or rush basis.

You are responsible for any and all costs, applications and activities necessary to secure any permits required for the Production Day(s) to take place at your specified location(s) (“Permitting Fees”). You will secure said permit(s) and remit a copy of said permit(s) to Sherwood Media at least 7 days prior to the scheduled Production Day(s) date for the applicable Project.

You will pay any expense reimbursements or additional fees not already included within the Proposal and prepaid within 10 days of submission of Sherwood Media’s invoice therefor and prior to delivery of any finished Content to you.

3.3. Rescheduling and Late Fees:

If you attempt to cancel the Services within 24 hours of the scheduled Production Day(s), fail to show, or fail to secure the necessary permit(s) for Production Day(s) locations, all payments made to Sherwood Media will be forfeited.

If you desire to reschedule the date of the Production Day(s), you will notify Sherwood Media no later than 7 days prior to the scheduled Production Day(s) date and pay a fee of $100 to secure a new date and time, subject to Sherwood Media’s availability (the “Rescheduling Fee”). Failure to notify Sherwood Media of the need to reschedule at least 7 days prior to the Production Day(s) date or to reschedule within 6 months of the original Production Day(s) date shall result in the forfeiture of all monies paid to Sherwood Media.

If you or members of your party are late, you will have the remaining amount of time allotted for the Production Day(s). All additional time spent by the Sherwood Media, at Sherwood Media’s discretion, beyond the scheduled time will be billed to you at and the rate of $250 per hour.

4. TERM AND TERMINATION

The “Term” will commence on the date upon which you accept the applicable Proposal (and/or Change Order) and will continue until this agreement is terminated by:

(a) Either Party, for cause, immediately upon written notice, if the other party has committed a breach of any terms of these Terms that has not been cured within 7 days of written notice of said breach by the non-breaching party (or within any longer period that the non-breaching party may specify in the written notice of breach);

(b) Either Party, for cause, immediately upon written notice, upon the breaching party’s:

(i) Material breach of these Terms;

(ii) Intentional nonperformance or misperformance of duties in these Terms; OR

(iii) Gross negligence, willful dishonesty, fraud, or misconduct with respect to the breaching party’s performance of its material obligations under these Terms.

(c) Either Party, for no cause, upon 3 weeks’ prior written notice, unless another date is agreed upon by both Parties in writing; but if Sherwood Media is still performing Services for a Project, then the effective date of any termination under this Section automatically will be postponed until the completion of the Project;

(a) Automatically on the one-year anniversary of the last completion of a Project, as detailed in a Proposal, where no other Proposal has been approved.

(b) Sherwood Media reserves the right to immediately terminate services and depart from any Production Day(s) where inappropriate, offensive or hostile behavior is exhibited towards Sherwood Media or in the event Sherwood Media feels unsafe, in Sherwood Media’s sole discretion. Sherwood Media will not be liable to you for the delivery of any Content or for any refunds, damages, or any monetary losses as the result of a termination under this Section.

5. RELATIONSHIP

5.1. Direction and Control

You do not retain or exercise the right to direct, control, or supervise Sherwood Media as to the details and means by which the Services contracted for are accomplished. Sherwood Media is responsible for performing under these Terms in its sole management and control.

5.2. Specific Control

The Parties agree that there is no guarantee that specific content, poses, or moments will be captured. Further, Sherwood Media is not responsible for compromised coverage due to things outside of Sherwood Media’s control including but not limited to; weather, obtrusive guests, delays caused by you, incorrect addresses, or other issues. Unless specifically requested in writing prior to the commencement of the Production Day(s) and included in the Proposal or a Change Order, Sherwood Media is not responsible for backgrounds or lighting conditions which may negatively impact or restrict Content coverage, for missed coverage of any part of the Production Day(s), or for failure to deliver content of any specific individuals or objects at Production Day(s).

5.3. Independent Contractor

(a) The Parties hereby agree that Sherwood Media will act as an independent contractor in the performance of its duties under these Terms. As such, Sherwood Media will not be eligible for any benefits provided by the you to your employees, if applicable.

(b) Sherwood Media shall be responsible for payment of all taxes arising out of Sherwood Media’s activities in accordance with these Terms, including but not limited to, federal and state income taxes, social security taxes, unemployment insurance taxes, and any other taxes or business license fees as required.

(c) Sherwood Media shall comply at its own expense with all federal, state, and local laws as applicable to Sherwood Media. Sherwood Media shall not represent directly or indirectly that she is your agent or legal representative, nor shall Sherwood Media incur any liabilities or obligations of any kind in your name or on your behalf other than those specifically made or approved as part of these Terms.

5.4. Delegation, Assignment, and Subcontracting

Sherwood Media may assign its rights and obligations under these Terms, in whole or in part, to a different Sherwood Media (the “Substitute Provider”), in which event the Substitute Provider will assume all of Sherwood Media’s rights and obligations under these Terms and all fees paid by you to Sherwood Media will constitute payment to the Substitute Provider.

You shall not assign or transfer your rights or obligations under these Terms, in whole or in part, to any other entity, without the informed and written consent of the Sherwood Media.

6. COPYRIGHTS AND TRADEMARKS

6.1. Client Marks and Client Materials

You may supply your logo, trademarks, or service marks (collectively, “Client Marks”) or copyrighted materials developed by you outside the scope of the Services performed by Sherwood Media under these Terms (“Client Materials”) for Sherwood Media’s use in the performance of the Services, subject to the following provisions:

(a) Subject to the limitations set forth in Sections 6.1(b) and 6.1(c) below, you hereby grant to Sherwood Media the non-exclusive, worldwide, royalty-free right and license to use, and to authorize subcontractors permitted under Section 5.4 to use, the Client Marks and Client Materials and any Proprietary Rights of Client embodied in them. You may specify in each Proposal the Client Marks or Client Materials required for the performance of the Services to be provided under the Proposal; but Sherwood Media’s rights under the license granted under this Section 6.1. do not depend on the enumeration of specific Client Marks or Client Materials in any Proposal(s).

(b) All use of the Client Marks and Client Materials by Sherwood Media and any variations thereof shall inure to your exclusive benefit. As between the Parties, all rights in the Client Marks and Client Materials belong to you, other than those specifically granted to Sherwood Media under this Section 6.1 .

(c) During the Term and at any time thereafter, except as expressly permitted by Client in writing, Sherwood Media shall not, and shall require that its subcontractors permitted under Section 5.4 shall not:

(i) Dispute or contest, directly or indirectly, the rights of Client in the Client Marks or the Client Materials;

(ii) Adopt any trademarks, or other designations that are confusingly or deceptively similar to the Client Marks;

(iii) Use any of the Client Marks as all or part of a corporate name, Internet domain name, trade name, or a d/b/a for its business, or in any other manner as may give the impression that the Client Marks are the property of Sherwood Media or that Sherwood Media is affiliated with Client;

(iv) Conjoin any words, symbols or logos with the Client Marks so as to create a unified commercial impression.

6.2. Ownership

(c) Sherwood Media will provide finished content to you in the form specified by these Terms unless otherwise stated in the Proposal (“Finished Product(s)”).

(i) Sherwood Media will own the copyright in all images and Finished Products and will have the exclusive right to make reproductions for, including but not limited to, marketing materials, portfolio entries, sample products, editorial submissions and use, or for display within or on the Sherwood Media’s website, social media, and/or studio.

(ii) Should the Sherwood Media desire to make other commercial uses of the images to promote the commercial interests of any business other than the Sherwood Media’s own business, the Sherwood Media shall not do so without first obtaining your written permission.

(iii) It is understood that any duplication or alteration of original Content and/or Finished Products is strictly prohibited without the written permission of Sherwood Media. This includes cropping, filtering, changing orientation, retouching, editing, splicing or any other modification of the Content and/or Finished Products, as the Sherwood Media is hired for their specific style of video, photographing and editing, and the price of the Production Day(s) includes the editing process. Changing the Content and/or Finished Products taken and edited by a Sherwood Media is an ill representation of the work that Sherwood Media does. Sherwood Media understands that certain social media platforms like Instagram and Facebook change the cropping of content to fit platform requirements, however, using Instagram, Facebook or other filters to change the look of the Content and/or Finished Products is prohibited.

(iv) In consideration of the monies paid to Sherwood Media pursuant to these Terms, Sherwood Media grants to you a perpetual, non-exclusive license to reproduce Finished Products as follows: you may share the unedited and unaltered content delivered by Sherwood Media to you on your business and personal social media accounts, web-based assets, and print materials provided you credit Sherwood Media in all uses. This license does not permit you to screenshot poor quality videos, images, edit or alter Content in any way, or to do any act which would infringe on Sherwood Media’s moral rights.

1.2. Non-Infringement

You represent and warrant to Sherwood Media that any material, content, copy or other information supplied or instructed by you for use in the Services (“Client Supplied Information”) shall be free from the claims of others and shall not infringe on any Proprietary Rights of a third party.

The Parties agree that you will be responsible now, or at any time in the future, for (a) determining which, if any, rights, licensees, consents and permissions are necessary for use of the Client Supplied Information, including, but not limited to, rights to any photography, talent, name, logos, artwork, likeness or other elements, (b) obtaining all necessary rights, licensees, consents and permissions for the Client Supplied Information, if any, including, but not limited to, rights to any photography, talent, name, logos, artwork, likeness or other elements, (c) paying, as applicable, any union fees, residuals or other payments relating to the Client Supplied Information, and (d) ensuring that the Client Supplied Information does not violate or infringe the rights of any third party, including, but not limited to, any copyrights, rights of publicity or rights of privacy.

7. CONFLICTS OF INTEREST

7.1. Non-Disparagement

Neither Party (for purposes hereof, Party shall mean each Party together with its shareholders, executive officers and directors and not any other employees) shall make any public statements that disparage the other party, or in its respective subsidiaries, affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings shall not be subject to this Section 7.1 . This covenant shall survive termination or expiration of these Terms.

2. MUTUAL CONFIDENTIALITY, TRADE SECRETS AND PROPRIETARY INFORMATION, CONFIDENTIAL INFORMATION

2.1. Protection of Information

(a) At all times during the term of these Terms and thereafter, a Party (the “Receiving Party” may learn, obtain, or come into possession of secrets or confidential information of the other Party (the “Disclosing Party”).

(b) The Receiving Party agrees to hold in strict confidence, and not to use, except for the benefit of the Disclosing Party to the extent necessary to perform its obligations to the Disclosing Party and not to disclose to any person, firm, corporation or other entity, without written authorization from the Disclosing Party in each instance, any Confidential Information (as defined below) that the Receiving Party obtains, accesses or creates during the term of these Terms, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of the Receiving Party or of others who were under confidentiality obligations as to the item or items involved. The Receiving Party further agrees not to make copies of such Confidential Information except as authorized by the Disclosing Party or as reasonably necessary for said Party to carry out its obligations hereunder.

2.2. Confidential Information

(a) The Parties understand that “Confidential Information” means information and physical material not generally known or available disclosed by the Disclosing Party and designated by the Disclosing Party as “Confidential Information”.

(b) “Confidential Information” includes, but is not limited to the following: operational techniques and systems, internal files, data bases and documentation, scripts, financial statements, prospect information, video footage, customer lists, contact information, supplier information, employee and prospective employee information, computer programs and hardware information, proposal contents, pricing information, policy and procedure manuals and the contents thereof, job descriptions, business plans, correspondence, layouts, artwork, methods, procedures, forms, routines, standard practices, checklists, strategies, techniques, photographs and other materials and methods utilized by either party.

This confidentiality covenant has no temporal, geographical or territorial restriction. Any material breach of the terms of this paragraph shall be considered caused for termination.

(c) “Sherwood Media Methodology” means the know-how, systems, processes and methodology developed or known to the Sherwood Media prior to the commencement of Services or developed or learned by Sherwood Media other than in the course of performing Services.

(d) “Proprietary Rights” means all rights worldwide in and to copyrights, rights to register copyrights, trade secrets, inventions, patents, patent rights, trademarks, trademark rights, confidential and proprietary information protected under contract or otherwise under law, and other similar rights or interests in intellectual property.

(e) “Residual Information” means information developed by Sherwood Media as part of the Services regarding know-how, systems, processes and methodology that may be retained only in non-tangible form as general knowledge and experience in the tangible form as general knowledge and experience in the memory of the full-time or part-time employees or independent contractors of Sherwood Media who have rightful access to the Services.

2.3. Return

The Receiving Party agrees that, at the time of termination of these Terms and upon written request of the Disclosing Party, it will deliver to the Disclosing Party (and will not keep in its possession, recreate, or deliver to anyone else) any and all of the Disclosing Party’s Confidential Information (in the medium provided by the Disclosing Party). Notwithstanding the foregoing, each Party may retain 1 copy of the Disclosing Party’s Confidential Information in a secure location for record-keeping purposes.

2.4. Other Rights

Any terms regarding the protection of trade secrets or confidential or proprietary information are intended to supplement, and not to supersede, any rights that any Party may have in law or equity with respect to such protections.

8. GENERAL PROVISIONS

8.1. Governing Law

The Terms shall be governed and construed in accordance with the internal laws of the State of Tennessee, without regard to the principles thereof regarding resolution of conflicts of law.

8.2. Jurisdiction

By accepting these Terms, the Parties: submit to the exclusive jurisdiction of any state court of competent jurisdiction in and for Knox County, Tennessee, or in the United States District Court for the Eastern District of Tennessee sitting at Knoxville in any action or proceeding arising out of or relating to these Terms; agree not to bring any action or proceeding arising out of or relating to these Terms in any court other than one specified in this Section 9.2 ; waive any defense of inconvenient forum to the maintenance of any action or proceeding brought in court a specified in this Section 9.2 , and waive any bond, surety, or other security that might be required of any other party with respect to an action or proceeding brought in such a court; and agree that a final judgment in any action or proceeding brought in a court specified in this Section 9.2 is conclusive and may be enforced by suit on the judgment or in any other manner provided by law or in equity.

2.5. Injunctive Relief for Breach

The Parties’ obligations under Section 8 of these Terms are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage to the other party for which there will be no adequate remedy at law; and, if of such breach, the non-defaulting party will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).

8.3. Damages, Costs, and Fees

If any dispute or difference is brought arising from or relating to these Terms or the breach, termination or validity thereof, the prevailing Party shall be entitled to recover from the other Party all reasonable attorneys’ fees incurred, together with such other expenses, costs and disbursements as may be allowed by law.

8.4. No Third-Party Beneficiaries

Except as otherwise expressly stated herein, these Terms are intended solely for the benefit of the Sherwood Media and you, and no other person or entity, named or unnamed in these Terms, shall have any rights or remedies hereunder, shall exercise any direction or control of Sherwood Media, nor shall these Terms be deemed, held as evidence of, or construed so as to create any rights herein on the part of any such person or entity other than the Sherwood Media and you.

2.6. Indemnification

You agree to indemnify, defend, hold harmless Sherwood Media and its subcontractors, assignees, agents, and employees (hereinafter referred to as “Sherwood Media Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including reasonable court costs, attorneys’ fees, and costs of claim processing, investigation and litigation (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or part, by any acts or omissions of you or any of your owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim arising out of Sherwood Media’s performance pursuant to any Proposal pursuant to these Terms; except to the extent that said damage or injury is the result of Sherwood Media’s gross negligence or gross misconduct. This indemnity also includes any claim or amount arising out of federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the Parties that the Sherwood Media Indemnitee shall, in all instances, except for Claims arising solely from the gross negligence or gross misconduct or willful omissions of the Sherwood Media, be indemnified by you from and against any and all Claims. It is agreed that you will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable.

Client will obtain all permissions necessary for Sherwood Media to record, film or capture Content at the Location(s) designated on the Proposal. Sherwood Media has no duty to obtain permission of reception centers, churches, buildings, properties, national parks, public spaces or other locations. Client understands and agrees that any failure to obtain these permissions resulting in fines to Sherwood Media, or which prevent Sherwood Media from capturing the Production Day(s) is not the fault, liability or responsibility of Sherwood Media. Further, Client agrees to pay Sherwood Media an amount equal to any fine which may be imposed upon Sherwood Media as a result of Client’s failure to obtain any required permission, and Client hereby waives any claim (including a claim for the repayment of monies paid under these Terms) arising out of or connected with any failure on the part of Client to obtain any required permission(s).

8.5. Other Rights

Any Terms regarding the protection of trade secrets or confidential or proprietary information are intended to supplement, and not to supersede, any rights the Parties may have in law or equity with respect to such protections.

8.6. Limited Liability

You agree that the maximum liability of Sherwood Media relating to these Terms and the Services shall be limited to the amount of fees actually received by Sherwood Media from you under these Terms. In no event shall Sherwood Media be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property; or any lost sales, profits, or data.

8.7. Credit

Unless otherwise specified in the Proposal, Sherwood Media has permission to use your name and logo within its roster of clients. At Sherwood Media’s discretion and if applicable, a link to your website(s) may be placed on Sherwood Media’s website as part of its business portfolio. Sherwood Media may also add attribution marks to materials produced on your behalf and may also use copies or images of such materials for the purpose of marketing Sherwood Media’s services.

8.8. Notices

All notices, consents, requests, waivers and other communications required or permitted under these Terms shall be in writing, shall be in the English language, and shall be deemed to have been made on the date of actual receipt, when given by hand or confirmed electronic-mail or facsimile transmission; one business day after delivery to the carrier, when given by reputable international overnight delivery service; or five business days after mailing, when given by international first-class registered or certified airmail, postage prepaid, return receipt requested. If notice is provided in more than one format required or permitted by this Section 9.10 , then the notice is effective on the first effective date to occur as specified by this Section 9.10 ; in any case to the following address:

(a) If to you, to the address provided by you on the most recent Proposal attached to these Terms; or

(a) If to the Sherwood Media, to:

Sherwood Media, LLC
​5419 Summitridge Lane
​Knoxville, TN 37921

8.9. Waiver

No waiver by the Sherwood Media of any breach of these Terms acts as a waiver of any preceding or succeeding breach.

No waiver by the Sherwood Media of any right under these Terms constitutes a waiver of any other right. The Sherwood Media is not required to give notice to enforce strict adherence to all terms of these Terms.

8.10. Survival

All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, and limitations of liability.

8.11. Enforceability

If any term, clause or covenant contained within these Terms is deemed invalid or unenforceable, all other terms, clauses or covenants and their application to all persons and circumstances subject to these Terms shall remain unaffected to the extent permitted by law; and if any application of any term, clause or covenant as to any specific person or circumstance is deemed invalid or unenforceable, the application of such terms, clauses and covenants to other persons and circumstances shall remain unaffected to the extent permitted by law.

8.12. Force Majeure

Sherwood Media will not be liable for its failure to perform if the performance is made impractical due to any occurrence beyond its reasonable control, including illness, emergency, unsafe environment, threat, Acts of God, fire, floods, war, pandemics, sabotage, accidents, labor disputes or shortage, governmental laws, ordinances, rules and regulations whether valid or invalid, inability to obtain material, equipment or transportation, or any other event that makes the performance commercially impractical.

In such situation, Sherwood Media will make reasonable efforts attempt to obtain a qualified professional replacement (selected in Sherwood Media’s discretion) to fulfill the Sherwood Media’s obligations under the contract, at no additional charge to you. If Sherwood Media is unable to perform or secure a substitute Sherwood Media to perform the Services, Sherwood Media will return payments made by you in relation to the unfinished portion of Project. If the fees to be charged by the substitute Sherwood Media exceed the fees payable by you under these Terms, you will be entitled to: (i) elect to either engage the substitute Sherwood Media (in which case you will be liable for any additional fees charged by the substitute Sherwood Media), or (ii) require Sherwood Media to return fees paid by you in proportion to the Services Sherwood Media was unable to deliver.

If Sherwood Media is unable to deliver Content due to technological malfunctions, including but not limited to camera and processing, or otherwise lost or damaged without the fault of Sherwood Media, Sherwood Media will not be liable for any consequential loss arising from non-delivery.

8.13. Construction; Headings

All terms and words used in these Terms, regardless of the number and gender in which they are used, are intended to include any other number and any other gender as the context or sense of these Terms or any provision of these Terms may require, as if the words in question had been fully and properly written in the appropriate number and gender. these Terms shall not be construed against either Party by reason of the drafting or preparation hereof. Section headings are for convenience only and neither have substantive effect nor are intended to be used in construing these Terms.

Terms:

THIS PROPOSAL, TOGETHER WITH THE TERMS AND CONDITIONS PREVIOUSLY OR CONTEMPORANEOUSLY

ACCEPTED BY CLIENT CONSTITUTE A BINDING AGREEMENT BETWEEN SHERWOOD MEDIA AND CLIENT AS

OF THE EFFECTIVE DATE SET FORTH ON THIS SCOPE OF WORK.