Policies and Procedures:
CHEERMIXALOT
TERMS AND CONDITIONS
OF PROFESSIONAL SERVICES AGREEMENT
1. Charges. Charges for services provided by Cheermixalot are set forth in our Professional Services Agreement
document. If we provide you with an estimate of fees and expenses for a project, the charges stated are estimates only.
You agree to pay the final fees and expenses as invoiced by Cheermixalot for services rendered and expenses incurred on
your behalf.
2. Modifications. Any modification of our Professional Services Agreement must be written and signed by both
parties, except that invoices may include, and you shall be obligated to pay, fees or expenses that were orally authorized
by you in order to progress promptly with the work.
3. Changes. You shall be responsible for making additional payments for changes requested by you in the scope
of the original project/assignment. The one free correction covers sound effect changes and up to two song changes. All
other changes may require a fee to be assessed, at the discretion of CheerMixALot.
4. Payment. Payment for our services is due in accordance with the terms set forth in our Professional Services
Agreement and our invoices to you. You shall be in default if payment is not received by us within fifteen (15) days of
the payment due date (the "Grace Period"). Clients whose accounts are in default may have their service interrupted.
Such interruption does not relieve the Client from the obligation to pay all fees and expenses invoiced by Cheermixalot
for services rendered. In Cheermixalot's discretion, accounts in default may be assessed an interest charge of 1.5% per
month, or the maximum allowable rate under applicable law, on all past due payments (i.e. those beyond the Grace
Period). If you default in making timely payment to Cheermixalot, you agree to pay Cheermixalot its reasonable costs
and attorneys' fees incurred in collecting sums due from you.
5. Term and Termination. Either party may terminate this Agreement upon written notice of such intention to the
other, which shall state the effective date of termination. You shall be responsible for paying us for all services rendered
and costs incurred on your behalf through the date of termination, and upon our receipt of such payment, we will deliver
to you all work product we have created for you and all property belonging to you which is in our possession. In the
absence of a written notice of termination, the term of our agreement shall continue until our services are completed,
delivered and accepted by you and we have received full payment therefor.
6. Use of Work Product. Upon your payment in full of all fees and expenses due to us, all of our
rights in Cheermixalot's Works shall transfer to you, except that we reserve the right to include copies of our work product
in our promotional and professional materials. You acknowledge and agree that Cheermixalot mixes are to be used for
private practice and competition purposes only and shall not be copied and/or distributed to third parties in any manner.
7. Relationship of the Parties. In the performance of this agreement, we are an independent contractor.
8. Governing Law. The parties' agreement shall be governed by and interpreted in accordance with the laws of
the State of New York, without regard to conflicts of laws. You agree to submit to the exclusive jurisdiction over all
disputes hereunder in the federal and state courts of New York.
9. Arbitration. If you and we agree, any dispute arising out of this agreement may be submitted to binding
arbitration in New York, NY, before one (1) mutually selected arbitrator applying mutually agreeable commercial
arbitration rules. In such event, the arbitrator's award shall be final and judgment may be entered upon it in any court of
competent jurisdiction. In the event of any litigation or arbitration relating to these terms and conditions or the
Professional Services Agreement, the prevailing party shall be entitled to an award of all arbitration or court costs, its
reasonable expenses and attorney's fees, and legal interest on any award entered in its favor.
20641.001(51444v1)
01/24/07
2
10. Representations and Warranties. You represent and warrant that you own digital or commercially distributed
copies (such as CDs) which were legally obtained of all songs used by Cheermixalot to create your mix. You represent
and warrant that you have or will obtain all necessary rights, releases, licenses or other authorizations required to use the
songs you request or materials which you supply to Cheermixalot for use in the performance of this agreement. You
represent and warrant that You shall not and You shall not permit others to copy and/or distribute copies of Cheermixalot
mixes. You further represent and warrant that you are solely responsible for obtaining all necessary releases, licenses or
other authorization to perform your mix publicly, including but not limited to licenses provided by ASCAP, BMI or
SESAC.
11. Indemnification. You agree to defend and indemnify Cheermixalot and its officers, directors and employees,
and hold them harmless from any and all claims, demands, causes of action, damages, and costs, including reasonable
attorneys’ fees, arising out of or in connection with (i) our use of any materials supplied by you in performing our services
and (ii) your use of Cheermixalot's Works or any deliverable under this agreement, including but not limited to claims
arising out of paragraph 10 above.
12. Warranty, Disclaimer, and Limitation of Liability. We warrant that the services rendered to you shall be
performed in a workmanlike manner and in accordance with the specifications and description of such services set forth in
the Professional Services Agreement. We make no other warranties of any kind, whether expressed or implied, for the
services we provide. We disclaim any responsibility to obtain any necessary licenses for your use of Cheermixalot’s
Works or any deliverable under this agreement. WE DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT
OR FITNESS FOR A PARTICULAR PURPOSE. WE WILL NOT BE RESPONSIBLE FOR ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OUR SERVICES OR THIS
AGREEMENT.
13. Miscellaneous. These Terms and Conditions and the Professional Services Agreement between the parties
represent our entire agreement on the subject matters covered and supersede all prior representations and agreements.
14. CheerMixALot reserves the right to use any mix for promotional material.
It is the coach's responsibility to make sure they have a CD or mp3 player in good working condition for every competition. CheerMixALot is not responsible for a music malfunction at any competition. Mp3 players are suggested to avoid skipping. If using an iPhone, be sure to have it set to airplane mode so you don't receive a call or a text in the middle of the routine.
15. For 100% original songs (TRAX) created for your team, CheerMixALot reserves the right to charge for any corrections or re-recordings of any songs. No free corrections are included if client wants a modification to an original song. All changes will be billed to the client at cost for any vocal artist that needs to be hired to sing or rap on the original track.
TERMS AND CONDITIONS
OF PROFESSIONAL SERVICES AGREEMENT
1. Charges. Charges for services provided by Cheermixalot are set forth in our Professional Services Agreement
document. If we provide you with an estimate of fees and expenses for a project, the charges stated are estimates only.
You agree to pay the final fees and expenses as invoiced by Cheermixalot for services rendered and expenses incurred on
your behalf.
2. Modifications. Any modification of our Professional Services Agreement must be written and signed by both
parties, except that invoices may include, and you shall be obligated to pay, fees or expenses that were orally authorized
by you in order to progress promptly with the work.
3. Changes. You shall be responsible for making additional payments for changes requested by you in the scope
of the original project/assignment. The one free correction covers sound effect changes and up to two song changes. All
other changes may require a fee to be assessed, at the discretion of CheerMixALot.
4. Payment. Payment for our services is due in accordance with the terms set forth in our Professional Services
Agreement and our invoices to you. You shall be in default if payment is not received by us within fifteen (15) days of
the payment due date (the "Grace Period"). Clients whose accounts are in default may have their service interrupted.
Such interruption does not relieve the Client from the obligation to pay all fees and expenses invoiced by Cheermixalot
for services rendered. In Cheermixalot's discretion, accounts in default may be assessed an interest charge of 1.5% per
month, or the maximum allowable rate under applicable law, on all past due payments (i.e. those beyond the Grace
Period). If you default in making timely payment to Cheermixalot, you agree to pay Cheermixalot its reasonable costs
and attorneys' fees incurred in collecting sums due from you.
5. Term and Termination. Either party may terminate this Agreement upon written notice of such intention to the
other, which shall state the effective date of termination. You shall be responsible for paying us for all services rendered
and costs incurred on your behalf through the date of termination, and upon our receipt of such payment, we will deliver
to you all work product we have created for you and all property belonging to you which is in our possession. In the
absence of a written notice of termination, the term of our agreement shall continue until our services are completed,
delivered and accepted by you and we have received full payment therefor.
6. Use of Work Product. Upon your payment in full of all fees and expenses due to us, all of our
rights in Cheermixalot's Works shall transfer to you, except that we reserve the right to include copies of our work product
in our promotional and professional materials. You acknowledge and agree that Cheermixalot mixes are to be used for
private practice and competition purposes only and shall not be copied and/or distributed to third parties in any manner.
7. Relationship of the Parties. In the performance of this agreement, we are an independent contractor.
8. Governing Law. The parties' agreement shall be governed by and interpreted in accordance with the laws of
the State of New York, without regard to conflicts of laws. You agree to submit to the exclusive jurisdiction over all
disputes hereunder in the federal and state courts of New York.
9. Arbitration. If you and we agree, any dispute arising out of this agreement may be submitted to binding
arbitration in New York, NY, before one (1) mutually selected arbitrator applying mutually agreeable commercial
arbitration rules. In such event, the arbitrator's award shall be final and judgment may be entered upon it in any court of
competent jurisdiction. In the event of any litigation or arbitration relating to these terms and conditions or the
Professional Services Agreement, the prevailing party shall be entitled to an award of all arbitration or court costs, its
reasonable expenses and attorney's fees, and legal interest on any award entered in its favor.
20641.001(51444v1)
01/24/07
2
10. Representations and Warranties. You represent and warrant that you own digital or commercially distributed
copies (such as CDs) which were legally obtained of all songs used by Cheermixalot to create your mix. You represent
and warrant that you have or will obtain all necessary rights, releases, licenses or other authorizations required to use the
songs you request or materials which you supply to Cheermixalot for use in the performance of this agreement. You
represent and warrant that You shall not and You shall not permit others to copy and/or distribute copies of Cheermixalot
mixes. You further represent and warrant that you are solely responsible for obtaining all necessary releases, licenses or
other authorization to perform your mix publicly, including but not limited to licenses provided by ASCAP, BMI or
SESAC.
11. Indemnification. You agree to defend and indemnify Cheermixalot and its officers, directors and employees,
and hold them harmless from any and all claims, demands, causes of action, damages, and costs, including reasonable
attorneys’ fees, arising out of or in connection with (i) our use of any materials supplied by you in performing our services
and (ii) your use of Cheermixalot's Works or any deliverable under this agreement, including but not limited to claims
arising out of paragraph 10 above.
12. Warranty, Disclaimer, and Limitation of Liability. We warrant that the services rendered to you shall be
performed in a workmanlike manner and in accordance with the specifications and description of such services set forth in
the Professional Services Agreement. We make no other warranties of any kind, whether expressed or implied, for the
services we provide. We disclaim any responsibility to obtain any necessary licenses for your use of Cheermixalot’s
Works or any deliverable under this agreement. WE DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT
OR FITNESS FOR A PARTICULAR PURPOSE. WE WILL NOT BE RESPONSIBLE FOR ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OUR SERVICES OR THIS
AGREEMENT.
13. Miscellaneous. These Terms and Conditions and the Professional Services Agreement between the parties
represent our entire agreement on the subject matters covered and supersede all prior representations and agreements.
14. CheerMixALot reserves the right to use any mix for promotional material.
It is the coach's responsibility to make sure they have a CD or mp3 player in good working condition for every competition. CheerMixALot is not responsible for a music malfunction at any competition. Mp3 players are suggested to avoid skipping. If using an iPhone, be sure to have it set to airplane mode so you don't receive a call or a text in the middle of the routine.
15. For 100% original songs (TRAX) created for your team, CheerMixALot reserves the right to charge for any corrections or re-recordings of any songs. No free corrections are included if client wants a modification to an original song. All changes will be billed to the client at cost for any vocal artist that needs to be hired to sing or rap on the original track.