TERMS AND CONDITIONS

These terms and conditions (the “Terms & Conditions”) govern the relationship between Stage Ops LLC (“Stage Ops”) and Client. Client agrees to and accepts the Terms and Conditions by entering into the Statement of Services with Stage Ops

1. PARTIES

Agents, contractors, directors, employees, officers, subcontractors, or any other party of Stage Ops shall be referred to collectively as “Stage Ops.” Agents, contractors, directors, employees, officers, subcontractors, or any other party of Client shall be referred to collectively as “Client”. Stage Ops and Client may be referred to individually or collectively as the “Party” or “Parties.”

2. SERVICES TO BE PROVIDED

Stage Ops has agreed to provide Staffing Services (“Services”) as applicable and as further set forth in the Statement of Services. Stage Ops will provide Client a quote for review. Client agrees that the Services listed on any quote and signed for by Client in a Statement of Services accurately portraying all of the Services to be provided by Stage Ops as well as the associated fee.

2.1 Staffing

Stage Ops will provide staffing (“Staffing Services”) as further set forth in the Statement of Services, including providing the requested personnel and managing payroll, but Stage Ops shall have no supervisory responsibilities for the provision of Staffing Services. Client’s supervisory responsibilities are further described in Section 7.2.

2.2 Change Orders

Stage Ops is not obligated to provide any items or Services not specifically set forth in an executed Statement of Services. If Client requires any additional services, Client must provide written notice to Stage Ops. Stage Ops shall provide a new or amended Statement of Services or a change order (“Change Order”) to Client. Such additional services shall not be deemed accepted until executed by both Parties. In some instances, for a number of reasons (emergencies, etc.), when obtaining written approval is impossible or unreasonable due to timing or any other reason, Client will be invoiced for any and all additional Services rendered on the same terms as the initial Statement of Services or in accordance with normal industry practices.

3. TERM OF AGREEMENT

3.1 Term

The term of this Agreement (the “Term”) will begin on the date of the last signature of this Agreement and will remain in full force for 365 days or for the duration of any outstanding Statement of Services or Change Orders, whichever is longer.

3.2 Advance Notice of Termination

Notwithstanding any contrary provision in a Statement of Services or these Terms and Conditions, Client and/or Stage Ops may suspend or terminate any Statement of Services upon forty-eight (48) hours prior written notice to the other Party of an uncured material breach of this Agreement. In the event of termination, Client shall pay Stage Ops any portion of the Compensation, as defined in the Stage Ops rate sheet (“Rate Sheet”), earned by Stage Ops for all Services rendered through the date of termination, plus any expenses incurred that cannot be reasonably mitigated. Exercise of this provision shall not waive or preclude the enforcement of any other legal or equitable rights of either Party. Upon termination of this Agreement or the applicable Statement of Services, the parties shall have no further obligation under this Agreement or the Statement of Services, except such termination shall not relieve any rights, obligations, or liabilities of either Party that accrued prior to such termination including, without limitation, payment of fees for Services rendered, confidentiality obligations, and indemnification under the terms of this Agreement.

4. PAYMENT TERMS

All payments shall be made in US dollars and are due net 15 days from the date of invoice from Stage Ops. Any and all amounts overdue for more than 30 days after the date of invoice shall earn interest at 2% per month (10% per annum) or the highest rate otherwise permitted by law.

For the avoidance of doubt, estimated amounts are only estimated costs and customers can expect an increase in the amount due for any crew requested for work outside of Los Angeles County. Any amounts due on any ﬁnal invoice that exceed the amount stated in a given Statement of Services are also due upon receipt of the invoice. Stage Ops reserves the right to increase any quotes, as well as any accompanying security deposit and final invoices, to abide by all local ordinances, city, state, and federal laws surrounding wage minimums. Stage Ops sometimes bring additional Crew onsite to ensure Client's staffing needs are fully met and sign-off on the jobsite by Client personnel shall indicate acceptance of all Crew, including any additions and increase in amount due.

5.INDEPENDENT CONTRACTOR STATUS

In providing the Services under this Agreement it is expressly agreed that the relationship between Stage Ops and Client is that of an independent contractor and not as an employee. Client and Stage Ops acknowledge that this Agreement does not create a partnership or joint venture between them, neither Party has the authority to bind the other, and this Agreement and any Statement of Services is exclusively a contract for service.

6.COMMON LAW EMPLOYER

As the common law employer of any and all employees assigned to work on Client’s project (“Project Crew”), Stage Ops has the right to physically inspect the work site and work processes to assess any potential work site hazards to Project Crew; to conduct post-accident/incident investigations and drug testing; to audit Client’s safety and training records; to review and address Project Crew work performance issues; and to enforce Stage Ops’ employment policies relating to Project Crews’ conduct at the work site.

7.ADDITIONAL CLIENT RESPONSIBILITIES

7.1 Crew Replacement Option

Stage Ops endeavors to have Project Crew to be of high caliber and have the knowledge required by the applicable job scope under the respective Statement of Services. Client, in its sole discretion, may terminate a work assignment at any time for any lawful reason upon written notice to Stage Ops. If Client is not satisfied with a Project Crew member, , Client may, as its exclusive remedy, request Stage Ops to remove and replace the Project Crew so long as such action is not discriminatory or otherwise prohibited under applicable law, If the notification occurs within the first four (4) hours of the first day of the assignment, Client will not be charged for the Project Crew. However, if Client retains the Project Crew for more than four (4) hours worked, Client is responsible for the entire invoice for hours worked and orientation by such Project Crew on that first day of work and any subsequent day worked by such Project Crew.If Client opts for the removed Project Crew to be replaced, Stage Ops will endeavor to replace the Project Crew with a suitable replacement in caliber and cost.

7.2 Supervision

Client is solely responsible for the supervision of all Services and Project Crew provided by Stage Ops. All work performed by Project Crew must be inspected by Client to guarantee compliance with industry health, safety, and regulatory standards. Client is also responsible for providing a safe workplace, including without limitation, compliance with all laws and regulations applicable to Client’s work site. Client agrees to indemnify and hold harmless Stage Ops for any breach of this provision to the maximum extent permissible under applicable law. Should Client hire a production manager, or other third party, to assume the obligations under this Section 7.2, Client shall be solely responsible for such production manager or third party, including all Client obligations set forth in this clause, and shall not be relieved of any obligations set forth herein, including without limitation any indemnification obligations.

7.3 Vehicles or Mobile Equipment

If Client requires, directs, authorizes, or permits any Project Crew to operate a vehicle or mobile equipment of any kind for Client, then such individual will be deemed the employee of the Client for purposes of liability insurance. Client accepts full responsibility for liability claims (except for worker’s compensation claims of Project Crews), including defense thereof, involving injury, property damage, theft, fire, collision, cargo damage or public liability arising from the operation of any vehicle or mobile equipment by any Project Crew who is required, directed, authorized, or permitted to operate the vehicle of any kind for Client in a working capacity. Client shall not require or permit a Project Crew to operate his/her personal vehicle on-site to perform work unless Client holds appropriate insurance to cover such vehicle. For the avoidance of doubt, Client permitting a Project Crew to drive or park a personal vehicle on-site to perform work that does not involve the vehicle shall not put responsibility for operation, insurance, or indemnity around the vehicle on the Client.

7.4 Tools; Stage Ops PPE

Stage Ops will instruct its Assigned Employees to wear work shoes and high visibility vests (“Stage Ops PPE”). Project Crew may be equipped with basic hand tools (e.g. Monkey Wrench) of the particular trade at the work site, however, Stage Ops does not guarantee its Project Crew will carry any tools unless specified in the Statement of Services. Unless expressly provided in the Statement of Services, Client will supply all tools, materials and equipment, to Crew, at Client’s cost.

7.5 Safety

Client agrees to provide Project Crews with (i) a safe work environment that complies with all applicable Federal OSHA and/or equivalent state agency standards and shall indemnify and hold harmless Stage Ops Indemnitees with respect to any breach of this provision (ii) any site-specific safety training and/or site- specific personal protective equipment or any other safety equipment required for their work assignment on the job site, exclusive of Stage Ops PPE. Client shall inspect, maintain, and replace any site-specific equipment Client provides to Project Crews, as needed. Client agrees (a) to notify Stage Ops of any safety issues involving Project Crews, as soon as it learns of them, (b) to promptly notify Stage Ops of any accident or medical treatment of any Project Crew, and (c) to promptly provide Stage Ops a completed incident report of the accident/medical treatment, with Stage Ops having the right to conduct an onsite investigation with Client’s cooperation. Client shall be responsible for all OSHA and similar recordkeeping responsibilities required by law in the performance and execution of the terms of this Agreement and each Statement of Services. If Client has not timely installed and made available a certified OSHA compliant fall arrest system (“FAS”) at the sole expense of Client prior to Stage Ops Project Crew(s) providing any rigging, then Client shall pay Stage Ops all reasonable and necessary additional cost(s) to provide the necessary qualified Project Crew(s) (such as a “rope access technician.”) Client shall inspect the FAS as required by OSHA (as applicable) and supply Stage Ops with a copy of the most recent fall protection system inspection reports, if requested by Stage Ops. Stage Ops has made available an injury report, employee handbook, and time sheets, etc. via the link provided here: https://www.stageops.net/employees

8.PERMITS

Client is solely responsible for securing any and all permits required on the local, municipal, state or federal level or working with Stage Ops to secure the same. Client is also responsible for and guarantees that any and all necessary third-party inspections are performed or working with Stage Ops to secure the same.

9. LABOR MATTERS (NON-UNION):

Client represents and warrants to Stage Ops that nothing related to Stage Ops’ provision of Services will require Client or Stage Ops to be bound by any collective bargaining agreement or a duty to bargain collectively. Client shall immediately notify Stage Op if Client receives a request for union recognition, a petition to the NLRB for a union election and if any flow-down provisions of a prime contract for an applicable Statement of Services require Stage Ops to accept or recognize any collective bargaining agreement as a condition to provide Services under the Statement of Services. Client agrees that it has not and will not obligate Stage Ops to recognize any labor union as a condition of supplying labor and/or Services under this Agreement. Client shall be liable to Stage Ops for any wages, benefits, attorney fees, penalties, late fees, etc. imposed on Stage Ops as a result of Client’s failure to satisfy Client’s obligations contained in this Section or under this Agreement. Client shall promptly pay such amounts upon demand by Stage Ops. Additionally, Client hereby expressly indemnifies Stage Ops for any third-party claims related to Client’s breach of this clause.

10. INSURANCE

Without in any way limiting or altering the indemnification requirements under or pursuant to this Agreement, Client hereto shall, at its sole expense, procure and at all times maintain during the term of this Agreement all of the following insurance: (a) Commercial general liability insurance with a limit (from either primary or excess limits) of not less than $1,000,000 per each occurrence and $2,000,000 in the aggregate, (b) to the extent applicable, workers’ compensation insurance with statutory benefits as required by any state or federal law, and (c) to the extent applicable as it would pertain to the Agreement, business auto liability insurance with a limit of not less than $1,000,000 per each occurrence/accident. As reasonably requested by Stage Ops, Client shall deliver to Stage Ops certificates of insurance confirming the existence of the insurance required by this Agreement and which shall list Stage Ops, and each of their respective parent companies, subsidiaries, affiliates, officers, directors, representatives, employees, subcontractors, as additional insureds thereunder. Nothing contained herein shall be construed as limiting in any way the extent to which either Party hereto may be held responsible for payment of damages or other sums to persons or property resulting from such Party’s performance or failure to perform under this Agreement or resulting from any other acts or failure to act on the part of such Party.

11. QUOTES/DEPOSITS

Stage Ops shall not be liable for providing any Services or personnel until the deposit is received by Stage Ops. Client acknowledges and agrees that payment is essential to confirm the availability of personnel and the provision of Services. Stage Ops Quotes are estimates and, to the best of Stage Ops’ ability, include all of the items necessary to complete the Services. If additional Services or personnel are required, or adjustments to satisfy labor regulations or local, state or federal laws, then the terms of Section 4 above shall apply. Upon Stage Ops request, Client agrees to execute a new Quote or Change Order to reflect such adjustments, as well as corresponding increase in the deposit.

12. NOTICE

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing, electronically or via USPS or comparable service with signature required, and delivered to the Parties of this Agreement as follows:

Stage Ops LLC

303 North Glenoaks Blvd. Suite 200, Burbank California, 91502.

Phone: 818-351-6680

Email: Info@Stageops.net

Alternatively, notice may be given by the parties to the email of record set forth above, or as updated, so long as the receiving party of such notice confirms receipt by return email.

Notice as provided herein shall be deemed to have been given on the date it was received as evidenced by confirmed receipt, signature, or date of first refusal, if that be the case.

13. INDEMNIFICATION

Client hereto agrees to indemnify, defend and hold harmless Stage Ops and its subsidiaries, afﬁliates, ofﬁcers, directors, agents, and employees, from any expense, loss, claim, damage, ﬁne, penalty including reasonable outside attorneys’ fees, resulting from any claim, demand, action, or suit arising from a third-party claim arising from: (i) Client’s breach of this Agreement or failure to perform any of the responsibilities set forth above; (ii) a Party’s failure to comply with accepted industry health and safety standards, other regulatory standards or the violation of any regulation, statute, law, ordinance or government directive; or, (iii) the negligence or willful misconduct of a Party hereto, its employees, agents, contractors or ofﬁcers; provided such claim is reduced to a final written adverse judgment by a court of competent jurisdiction or settled with the indemnifying party’s prior written consent, such consent not to be unreasonably withheld.

14. NON-SOLICITATION

Client agrees that, for a period of six (6) Months, it: (A) shall not, and shall cause its affiliates, employees, members, owners, shareholders, or agents of any kind not to, directly or indirectly contact, approach or solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire any person employed by Stage Ops, without the prior written consent of Stage Ops; provided, however, that this section shall not prohibit a Client from (x) conducting any general solicitations in a newspaper, trade publication or other periodical or web posting not specifically targeted at any person employed by Stage Ops, (y) participating in job fairs, career fairs or similar recruiting events, or (z) hiring any person whose employment with Stage Ops has been terminated (other than termination for “cause” due to such person engaging in any activity that could harm Stage Ops or advantage a subsequent employer) for a period of at least three (3) months; and (B) shall not induce or attempt to induce any customer or other business relation of Stage Ops into any business relationship that might materially harm Stage Ops. The term “indirectly” as used in this section is intended to mean any acts authorized or directed by or on behalf of Client or any person controlled by Client.

Client acknowledges and agrees that in the event of a breach or alleged breach by Client of any of the provisions of this Non-Solicitation Clause, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach or alleged breach, Stage Ops, or its respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief, or both, or any other equitable remedies available to enforce or prevent any violations of the provisions hereof (including the extension of the Non-Solicitation Period by a period equal to (A) the length of the violation of this Section plus (B) the length of any arbitration or court proceedings necessary to stop such violation), in each case without the requirement of posting a bond or proving actual damages.

15.MISCELLANEOUS

15.1.Force Majeure

Any delay or failure by either party hereto in performance hereby shall be excused if, and only to the extent that, such delays or failures are caused by occurrences beyond such party’s control, including Acts of God, decrees or restraints of governments, strikes or other labor disturbances, war, sabotage, pandemic-related shutdowns, and any other cause or causes which cannot be controlled by such party. Notiﬁcation of such delay or failure in performance shall be promptly provided to the other party, including the cause thereof, and the extent of the performance which will be delayed or not performed.

15.2.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STAGE OPS WILL NOT BE LIABLE FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, PUNITIVE, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, UNDER ANY LEGAL THEORY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, EVEN IF STAGE OPS HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS AND/OR IF SUCH LOSS WAS REASONABLY FORESEEABLE. STAGE OPS’ AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE COST OF WORK PERFORMED UNDER THIS AGREEMENT. CLIENT ACCEPTS THE TERMS OF THIS AGREEMENT WITH THE UNDERSTANDING THAT STAGE OPS’ LIABILITY IS LIMITED, THAT THE AMOUNTS CHARGED TO CLIENT HAVE BEEN CALCULATED ACCORDINGLY, AND THAT IT MAY REDUCE ITS RISK FURTHER BY MAKING APPROPRIATE PROVISIONS FOR INSURANCE.

Client agrees that (i) Stage Ops is neither a guarantor, nor insurer, and will not be liable for any injury, loss or damage to persons or property or from work stoppages that may arise in the performance or non-performance of work by Project Crews, or the conduct of any other person at the job site, (ii) the Project Crews are being assigned to Client to supplement Client’s existing capabilities by performing such labor job duties as Client may determine, direct and supervise under a statement of services, (iii) Stage Ops is not providing Client with a specific solution to a particular problem nor is Stage Ops assuming Client’s responsibilities under any contracts which may, directly or indirectly, relate to, or contemplate, the provision or performance of such labor are provided on an “as is” basis.

Except as expressly set forth herein, Stage Ops’ Services (including its Project Crews) will be provided on an “as is” basis without warranty of any kind, whether express or implied, as to the quality, merchantability, timeliness or fitness for a particular purpose of job duties it provides Stage Ops’ Services are provided with the understanding the Project Crews are under Client’s (or a third-party designee’s of Client) authority, direction, control, and supervision. This agreement does not obligate Client to order staffing labor from Stage Ops, nor does it obligate Stage Ops to accept requests for staffing labor from Client.

Stage Ops shall not be regarded as a guarantor for any work product provided to Client. Stage Ops accepts no responsibility. Client shall have sole responsibility for the safety or ﬁtness of the materials, placement of equipment, construction, modiﬁcations made to, or alterations to any staging, tenting, decking or any other structure built or modiﬁed by Stage Ops and its Project Crew and ensuring that all work is performed to remain in compliance with Client’s insurance coverage requirements.

15.3.Governing Law

This Agreement is made in accordance with and shall be governed and construed in accordance with the laws of the State of California, United States, without regard to principles of conflicts of laws. All claims arising under or related to this Contract or the negotiation, validity or performance of the terms of the Contract by the parties hereto, shall be venued in a Federal or state court sitting in the State of California, Los Angeles County, and each party irrevocably consents to the sole and exclusive personal jurisdiction of such courts, waives any objection to the laying of venue in any such court and agrees not to plead or claim that such litigation has been brought in any inconvenient forum or that there are indispensable parties that are not subject to the jurisdiction of such courts. The law of California applies under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.4.Dispute Resolution

In the event of a dispute or conflict between the parties, the parties agree to first attempt to swiftly and amicably resolve such dispute in good faith within thirty (30) days of notice of such dispute by either party. In the event the dispute remains unresolved after the thirty (30) day period, the Parties agree to enter into mediation by in accordance with any statutory rules of mediation or alternative dispute resolution, and such mediation shall be before a single mediator. In the event the dispute is not resolved by such mediation, then any claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, shall be resolved subject to the Governing Law section above.

15.5.Waiver and Severability

No waiver by Stage Ops of any of the provisions of this Agreement is effective unless set forth in writing and signed by Stage Ops. No failure or delay of Stage Ops in exercising any right under this Agreement shall constitute a waiver of that right.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

15.6.Confidentiality

Each Party may acquire material, data, strategies, systems, or other information relating to the Services, Agreement, or the other Party, or its parent, affiliated, or related companies, which may not be accessible or known to the general public. Any such knowledge shall be kept confidential and shall not be used, published, or divulged by the other Party to any other person, firm or corporation, or in any advertising or promotion regarding the respective Party or its Services, or in any other manner without first obtaining written permission from the other Party, which the other Party may withhold in its sole discretion. For the avoidance of doubt, Stage Ops’ confidential information shall include Project Crews contact information.

15.7.Intellectual Property

Stage Ops agrees that (a) nothing in this Agreement is intended to convey any ownership or other rights in the trademarks, service marks, copyrights or other intellectual property rights to the Event or Client, artist(s) or their respective affiliates (sometimes collectively and individually referred to herein as the “Trademarks”), (b) ownership of all such Trademarks shall remain the property of Client or the artist(s), as the case may be, and (c) Stage Ops will not use any Trademarks under any circumstances without the prior written consent of Client, which consent Client may withhold in its sole and absolute discretion.

15.8 Media and Publicity

Notwithstanding the provisions set forth in the Intellectual Property Section above, each party grants the other party a limited non-exclusive license to use each other’s trademarks, including logos, for purposes of listing the other party as a client, on websites, in social media, and for other purposes such as fundraising and investor decks, in a factually accurate manner. For the avoidance of doubt, Stage Ops may publicize Client as a client of Stage Ops in connection with the scope of services provided by Stage Ops to Client.

15.9.Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

15.10.Assignment

Stage Ops may, voluntarily or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client to a successor in interest of all or a majority of Stage Ops’ assets. Client may, voluntarily or by operation of law, assign or otherwise transfer its obligations under this Agreement with the prior written consent of the Stage Ops, not to be unreasonably withheld.

15.11.Enurement

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

15.12.Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

15.13.Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

15.14.Survival

The provisions of the Section 9, 13, 15.2 and 15.6, as well as any other provisions which by their nature should survive this Agreement, shall survive the expiration or earlier termination of this Agreement.

15.15.Entire Agreement

This Agreement and any attachments, an integral part of this Agreement, hereto constitute the entire agreement between the Parties. In the event of a conflict between these agreements the Statement of Services shall prevail. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. This Agreement has been mutually negotiated, with each party having the opportunity to consult legal counsel. No rule of construction shall apply that resolves ambiguities against the drafting party. Any ambiguities shall be interpreted to reflect the parties' intent as expressed in this Agreement.

15.16.Counterparts

This Agreement may be executed in .pdf format and/or other electronic format in any number of counterparts, each of which shall be deemed an original and all of which shall constitute a single document, notwithstanding that all of the parties are not signatories to the original or some counterparts.