Payment Terms. Certified check, money order (do not mail cash), major credit cards or bank wire. If payment by the Customer is made by personal check, no project can be commenced nor any product dispatched until the check is cleared. Any checks that are returned are subject to a fee which has to be paid by the client. An advance deposit of 50% is required to secure services. The remaining balance will be due on completion and before the shipping of any product. Partial delivery of an order can only be made if the entire order is paid. A to Z Media, Inc. retains the lien on all product until full payment is made or any outstanding accounts have been settled. In the event of an outstanding balance the customer gives AtoZ Media Inc authorization to charge any credit card held on file for the full amount of the balance due.

Billing, Prices and Taxes. All prices are current on date quotation given and are subject to charges, including returns or re-shipments. For clients located in NY State and states with reciprocity we must have a sales tax exemption certificate in order to avoid billing for state sales tax. Customers are advised that orders are considered complete with ten percent (10%) overs or unders and will be billed accordingly. The client must accept delivery and pay for the overcharge, if any. Unders will be given credit.

Account Facilities. Account facilities are available on request, at management's discretion.

Shipping. Customers are responsible for shipping of parts to and from A to Z Media, Inc.

Disclaimer of Warranties. Except as otherwise set forth in this agreement, A to Z Media, Inc. makes no warranties whatsoever with respect to its services or products, including the implied warranties of merchantability and suitability for particular purpose.

Use of Copyrighted Material. You have furnished to A to Z Media certain materials as to which copyright may exist. You consent to the use of such materials and disclosures in connection with the services. You warrant that you own or have permission to use the copyrights and/or trademark or "Trade Dress" to these materials and that each of those materials is free of: (I) ANY DEFAMATION, (II) INVASION OF PRIVACY, (III) COPYRIGHT INFRINGEMENT, (IV) TRADEMARK OR "TRADE DRESS" INFRINGEMENT.

Indemnification. As a sub-contractor for customers, A to Z Media, Inc. assumes no liability for any copyright infringement involving materials supplied when placing an order. Customers hereby agree to indemnify A to Z Music Services, Inc. against any liability whatsoever should any Customer be subject to any legal action pursuant to such infringement. Also, the Customers agree to defend, indemnify and hold harmless A to Z Media, Inc. from and against any and all claims, lawsuits, damages, penalties, liabilities and costs of any nature and kind whatsoever (including reasonable attorneys' fees and litigation costs) arising out of or relating to a breach of this Agreement.

Limitation of Liability. In no event shall A to Z Media, Inc. have any liability for any lost profits, lost data, or any indirect, incidental, special or consequential damages, whether or not A to Z Media, Inc. has been advised of the possibility of such damage, arising in any way from, out of, or relating to this agreement. A to Z Media, Inc. limits liability to re-run or refund at our option on services performed, providing the product is deemed defective by reason of workmanship or material. These refunds and/or returns will be for quantities returned to A to Z Media, Inc. Product must be returned no more than sixty (60) days after delivery of product. The existence of more than one claim or suit will not enlarge or extend this limit. The foregoing limitation of liability shall be applied whether any claim is based on principles of contract, warranty, negligence or other tort breach of any statutory duty, principles or indemnity of contribution, or the failure of any limited or exclusive remedy to achieve its essential purpose or otherwise.

Special Disclaimer. A to Z Media, Inc. shall not bear any financial or other liability to the Customer or any third party in the event that any of the materials supplied by the Customer are seized on or off A to Z Media, Inc.'s premises as a result of obscene, libelous, defamatory, offensive, infringing or illegal material being contained in or on such materials. Notwithstanding any inability of A to Z Media, Inc. to deliver its services as a result of such seizure, the Customer shall be liable to make payment to A to Z Media, Inc. for the services at the full price set out in the invoice.

Notices. All notices under this Agreement will be deemed delivered on the date sent by: (i) personal service, (ii) registered or certified mail, return receipt requested, (iii) receipted commercial courier, or (iv) fax acknowledged by the recipient, to the other party at the address set forth above, or at such other address as designated by written notice hereunder.

Attorneys' Fees. In any dispute, litigation, arbitration or other legal proceedings between the parties arising out of this Agreement, the Customer agrees to pay for all reasonable attorneys' fees, reasonable expenses and related litigation or arbitration costs (if any) incurred by A to Z Media, Inc.

Termination. A to Z Media, Inc. shall be entitled to terminate this Contract by notice in writing to the Customer and may suspend further performance of its services in the event that the Customer shall have committed or permitted any material breach of its obligations under this Agreement, or if any action is taken in relation to bankruptcy or winding up of the Customer or its business, or if a receiver is appointed of any of the Customer's assets or undertakings, or if circumstances arise which entitle a Court or a creditor to appoint a receiver or manager of any of such Customer's assets or undertakings or to make a winding-up order, or if the Customer takes or suffers any similar action in consequence of debt.