Terms OF SERVICE.

1. Term and Termination. This agreement (“Agreement”) shall apply to any services provided to Client by Mura Studio (the “Project”), shall commence upon Client’s receipt of Mura Studio’s invoice and shall continue thereafter until the completion of the Project (the “Term”). Either party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party"), if the Defaulting Party: (i) materially breaches this Agreement, and the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach, or (ii) becomes insolvent or admits its inability to pay its debts generally as they become due. All late payments to Mura Studio shall bear interest at the higher rate of 1% per month or the highest rate permissible under California law, compounded monthly. Client shall also reimburse Mura Studio for all costs incurred in collecting any late payments, including, without limitation, attorneys' or agency fees.  In addition to all other remedies available under this Agreement or at law, Mura Studio shall be entitled to suspend the provision of any services if Client fails to pay any fees when due hereunder. Notwithstanding anything to the contrary herein, Mura Studio may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder. The rights and obligations of the parties which, by their nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

2. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other Project materials that are delivered to Client under this Agreement or prepared by or on behalf of the Mura Studio in the course of performing the Project (collectively, the "Deliverables") shall be owned by Mura Studio. Where applicable, Mura Studio hereby grants Client a license to use all Intellectual Property Rights in the Project free of additional charge and on a non-exclusive, non-transferable, non-sublicenseable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Project.

3. Warranties. Mura Studio warrants that it shall complete the Project in accordance with the terms and subject to the conditions set forth herein and in a timely, workmanlike, and professional manner. Where applicable, Mura Studio shall pass on to Client any guarantees and warranties provided by its suppliers, manufacturers and contractors related to items and services provided in connection with the Project. Mura Studio shall use commercially reasonable efforts to assist Client, at no cost, expense or liability to Mura Studio, in obtaining the benefit of any guarantees and/or warranties. MURA STUDIO MAKES NO WARRANTIES EXCEPT FOR THOSE PROVIDED IN THIS SECTION 3. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

4. Risk of Loss. Upon payment of any item purchased by Client under this Agreement the risk of loss shall pass to Client. Mura Studio shall not be responsible for any damage caused to such item unless such damage caused by Mura Studio’s gross negligence. The cost of any insurance coverage on all items purchased pursuant to the Agreement shall be the sole responsibility of the Client.

5. Release of Liability. Client hereby releases Mura Studio and agrees to defend, indemnify and hold Mura Studio and its Mura Studio harmless from any and all liability, claim, indebtedness, loss or cost (including reasonable attorney's fees) arising out of or in connection with any acts or omissions of any person or entity in connection with the Project. Mura Studio shall not have control over or be in charge of and shall not be responsible for the means, methods, techniques, sequences, or procedures of construction, fabrication, procurement, shipment, delivery or installation, or for safety precautions and programs in connection with the Project. IN NO EVENT SHALL MURA STUDIO BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT MURA STUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MURA STUDIO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO MURA STUDIO'S PURSUANT TO THIS AGREEMENT.

6. Dispute Resolution; Governing Law. The terms and conditions of this Agreement shall be interpreted in accordance with the laws of the State of California exclusive of its choice of law principles. In the event of any dispute or disagreement between Mura Studio and Client with respect to this Agreement which cannot be resolved by the mutual agreement of the parties, the dispute shall be submitted for binding and final arbitration in accordance with the applicable rules then prevailing of the American Arbitration Association. The arbitration shall be conducted in the County of San Francisco, State of California. When a dispute subject to arbitration arises under this Section, either party may make a demand for arbitration by submitting a demand in writing to the other party and to the American Arbitration Association requesting the appointment of arbitrators in accordance with the applicable rules and procedures as soon as reasonably possible following the written demand; however, in all events, arbitrators shall be appointed within thirty (30) days after the initial written demand for arbitration is given in the manner specified herein.

7. Notices. All notices, requests, demands or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered to the party to whom notice is to be given either (a) by personal delivery (in which case such notice shall be deemed given on the date of delivery), (b) by next business day air courier service (e.g., Federal Express or other similar service) (in which case such notice shall be deemed given on the business day next following deposit with the air courier service), or (c) by United States mail, first class, postage prepaid, registered or certified, return receipt requested (in which case such notice shall be deemed given on the third (3rd) day following the date of deposit with the United States Postal Service), and addressed to the parties at the addresses set forth on the invoice.

8. Force Majeure. Except for payment obligations provided herein, neither party shall be liable nor deemed to be in default for any delay or failure in performance under the Agreement or other interruption of service or employment resulting, directly or indirectly, from acts or circumstances beyond a party’s reasonable control, including but not limited to acts of God, civil or military authority, criminal acts, riots, civil disobedience, war, accidents, fires, explosions, earthquakes, floods, failure of transportation, machinery or supplies, vandalism, epidemics, pandemics, acts of government, strikes or other labor disputes (“Force Majeure Event”). However, each party shall utilize its best good faith efforts to perform under this Agreement in the event of any such occurrence or circumstance.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original, and all of which shall constitute one and the same instrument. Delivery of this Agreement may be effectuated by hand delivery, mail, overnight courier or electronic communication (including by PDF sent by electronic mail, facsimile or similar means of electronic communication). Any electronic signatures shall have the same legal effect as manual signatures.

10. Assignment and Successors. Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Mura Studio. Any purported assignment or delegation in violation of this section shall be null and void. The terms, conditions, covenants and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.

11. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

12. Waiver. The waiver by either party of any right granted to it hereunder must be in writing and signed by such waiving party and no such waiver shall be deemed to be a waiver of any other right granted in this Agreement, nor shall any such waiver be deemed to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters covered hereby and shall supersede all prior oral or written agreements, arrangements and understandings between the parties and no other agreement, statement or promise made by either party with respect to the matters covered hereby that is not contained in this Agreement shall be binding or valid. Each party hereto represents (a) that no representation or promise not expressly contained in this Agreement has been made by the other party or by any agent, employee, representative, or attorney for such party; and (b) that this Agreement is not being entered into on the basis of, or in reliance on, any promise or representation, express or implied other than as are specifically and expressly set forth herein.

14. Amendment. This Agreement may only be modified or amended by a written instrument executed by both parties, including a change order.