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Terms and Conditions

All orders are accepted subject to the following terms and conditions:

PRICES

Prices to be charged for all items shall be the prices of The Paragon Group, Inc., DBA Paragon Media, hereinafter called Paragon, in force at the date of acceptance of such items by Paragon. All prices are subject to change without notice.

ELEMENTS

Elements submitted to Paragon shall be suitable for use by the methods employed by Paragon in its commercial operations when the use occurs. Unless otherwise specified, published prices are for work deemed by Paragon to be standard processing products. Prices for any other type of processing or products shall be quoted upon request. Paragon reserves the right to refuse service on any Client supplied master.

OWNERSHIP OF ELEMENTS

Client warrants that it is the sole owner and/or has the right to possession and use of all elements delivered to Paragon by Client or for Client's account for storage, developing, printing, duplicating, replicating, transferring or processing of any kind; that Client is now and at all times during the term of this agreement will be the sole owner and/or sole proprietor of all rights to possession and use of the elements, including without limitation the copyright therein, the music, television, motion picture, literary, paperback, book and dramatic rights. As long as Client is indebted to Paragon or any other elements of Client are in custody or possession of Paragon, Client agrees not to pledge hypothecate, assign or otherwise encumber said elements or rights without the prior consent of Paragon. No processing or other work which Paragon may be a party which involves or is based all or in part on any Paragon liability from which Client has agreed to indemnify and hold Paragon harmless.

RIGHT TO REFUSE SERVICE

Paragon may refuse to transfer, duplicate, replicate or process without liability to Paragon any elements which Paragon in its sole discretion deems unlawful, pornographic or degrading or which it deems as tending to incite prejudice or passion. Paragon shall undertake to provide its services to Client subject to the condition that if upon inspection of the elements, Paragon in its sole judgment determines that further services of said elements might possibly subject it or its parent or affiliated corporation, companies or any of their respective officers, agents, or employees to criminal or civil process or liability of whatever kind of nature. The Company shall have the absolute right to cease further servicing of said elements and retain in its possession all elements until the Client has paid in full for the work preformed. Upon receipt of said payment in full, Paragon shall incur no further or additional obligation or liability of any kind whatsoever to Client.

DUPLICATION MASTERS

Customer shall retain a duplicate of all masters and other elements delivered to Paragon hereunder.

ASSIGNMENT

Paragon reserves the right to assign or subcontract all or any part of the work ordered. This contract is not assignable or transferable by the Client without prior written consent of Paragon to such assignment or transfer.

CANCELLATION

If Paragon is not informed of cancellation at least 24 hours prior to scheduled date and time of work order, the Client will be charged 50% of total fee.

RUSH SERVICES

Payment for jobs completed upon special request for same-day service are subject to additional fee of 50% of total bill, and 30% of total bill for next-day service.

TRANSPORTATION & TAXES

Transportation to and from Paragon premises shall be at Client's risk and expense unless otherwise agreed to in writing. Handling charges will be added to all shipments. Existing local, state, federal or other governmental charges for sales, manufacturing, excise and like taxes shall be added to all Paragon prices.

DELIVERY

Orders will be filled as rapidly as practicable taking into consideration the order of delivery to Paragon of masters or materials by Client and masters and materials by all other Clients. Paragon's obligations to other Clients, and Paragon's plant capacity. If shortages exist as to material, labor or facilities, whether resulting from governmental restrictions or otherwise, available material, labor or facilities with respect to which shortages exist may be used for or distributed among Paragon's Clients in such manner as at the time seems to Paragon fair, proper and nondiscriminatory. Turn-times, delivery dates and/or shipping dates are approximate and defined as a part of Paragon quotations. All production schedules are based on day "0" receipt of Client approved masters and components. The omission of any master or component required for the completion of any project may delay completion of a project. Paragon shall not be liable to Client or any other person for any losses, damage (incidental or consequential), liability or delay in delivery or shipping, nor for any failure to give notice of delay and such delay shall not constitute grounds for cancellation.

QUOTATIONS

All written quotations submitted by Paragon to Client shall be valid and binding for a period of thirty (30) days from date of submission. Oral quotations are provided as an approximation of charges only and are provided exclusively for the Client's convenience. Such quotations shall not imply or constitute a binding contract. Annual or semi-annual rate agreements are valid for the period specified.

RETURN OF CUSTOMER'S ELEMENTS

Paragon at its option, may on written demand of Client made when all outstanding bills have been paid by Client, return Client's elements to the Client at Client's expense. A nominal charge per month may be made on all Client's masters and stored components that remain in the possession of Paragon for over one (1) month. In the absence of written instructions from the Client to the contrary, Paragon retains the right to destroy all masters and stored components two years after completion of Client's work.

LIENS

Paragon shall have a lien on all masters and stored components delivered by Client to Paragon and on masters and components made by Paragon therefrom, for the balance of the account due to Paragon.

TERMS OF PAYMENT

First-time clients must pay in advance or upon receipt of order. Bills rendered by Paragon are due Net 30 days from the date of invoice. Any claims for adjustment must be presented to Paragon in writing within 20 days from date of invoice. All products or materials judged to be defective by the Client must be returned to Paragon before replacement is made or credit is issued. Client agrees to pay all costs and expenses, including attorney's fees, incurred by Paragon with respect to enforcement of Paragon's rights hereunder. All foreign work will be accepted on a U.S. currency cash basis only, which includes travelers checks, bank drafts and funds deposited by wire.

CREDIT

Any credit terms provided by this contract are based upon the Client's present credit position with Paragon and it is expressly understood that Paragon reserves the right at its unrestricted option to alter such credit terms, to require Client to pay cash for any shipment or shipments, and/or to require Client to anticipate payment for any shipment or shipments, at any time in the unrestricted opinion of Paragon, the financial condition of the Client or the Client's credit position with Paragon warrants such action. Client agrees to meet such altered credit terms, or pay cash, or anticipate payment as the case may be, as required by Paragon. If the Client shall fail to make payments as hereinbefore provided or to live up to the terms of this or any other contract with Paragon, the latter shall have the unrestricted option without prejudice to any and all other legal remedies either to deny further deliveries until the Client's defaults have been wholly made good and/or to cancel performance for this and/or any other contracts between Client and Paragon and/or declare all outstanding payments to Paragon to be (and thereupon the same shall be and become) due and payable forthwith.

LIMITATION OF WARRANTY AND LIABILITY

Client's masters and components are received, processed, and stored by Paragon solely at Client's risk, and Paragon shall not be liable or responsible for loss, damage or destruction of elements or any other property, or for delay. Client should insure all masters and components delivered to or deposited with Paragon against any risk of loss or damage. Paragon shall not be liable or responsible to Client or any other party for any acts or omission of any personnel furnished by Paragon. Paragon has not made and does not make any warranties as to merchantability or fitness for a particular purpose, and has not assumed and does not assume any liability or responsibility as to the character or quality of the materials or services furnished by it or as the results of any of its undertakings. Without limiting the foregoing in any particular, Paragon shall not be liable for loss of any kind whatsoever due to delays or failures in performance caused directly or indirectly by act of God, the elements, strikes, lockouts, fire, failure of transportation, agencies, public enemy, inability to obtain or the failure of others to deliver or the delay of others in delivering necessary material, machinery or equipment, inability to obtain qualified personnel, or any other causes, whether such other causes be of the same or of dissimilar kind of character. In any event the liability of Paragon shall be limited to the value of contract price of that portion of the order as to which there has been any breach.

PRODUCT REDISTRIBUTION

Upon receipt of finished products, Client assumes responsibility for verification that received finished products meet the Clients specifications and requirements for content, playback and packaging. If the finished products are determined to be defective by the Client, Client is responsible for immediately notifying Paragon in writing of the defective finished products. If finished products are accepted at Client's premises and re-distributed, Client assumes responsibility for any costs associated with the recall or redistribution of finished products deemed defective.

SEVERABILITY

The invalidity or unenforceability of any one or more terms or conditions shall not affect the validity or enforceability of the remaining terms or conditions.

GOVERNING LAW

This agreement and these conditions shall be governed by, construed and enforced in accordance with the laws of the State of Washington.

ENTIRE CONTRACT WAIVER

The face and reverse of this writing constitute the entire contract and no representation, warranties or conditions shall be valid with respect thereto excepting those specifically herein contained. This contract cannot be changed or terminated and no provision thereof can be waived, except in writing, signed by an authorized representative of Paragon. No waiver by either party of any default shall be deemed a waiver of any subsequent default.

PARAGRAPH HEADING

Captions of the paragraphs hereof are for convenience only and shall have no effect on the interpretation of any terms or provisions hereof.

MODIFICATION

Modifications of these terms of business can only be made in written form and signed by an authorized representative of The Paragon Group, Inc.

NOTICES

All notices and communications hereunder to Paragon shall be sent to Paragon at the following address.

The Paragon Group, Inc.
DBA Paragon Media
55 S. Atlantic, #200
Seattle, WA 98134