a Agreement – Aerial Solutions

Agreement

Aerial Solutions White Label Agreement

THIS AGREEMENT is between Aerial Solutions, a State of Maryland Limited Liability Company (“Aerial”), and you (“Customer”), (collectively referred to as the “parties”). The parties agree as follows:

Acceptance. This Agreement is effective as of the date Customer first signs up with Aerial. Customer shall comply with this Agreement. Customer acknowledges and agrees that use of the services provided hereunder this Agreement are further subject to and governed by the terms of use available at http://www.AerialSolutions.io and its Privacy Policy, and are hereby incorporated by reference into this Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the Terms of Use or the Privacy Policy, then this Agreement shall control.

The Videos. Aerial will write a fully customized video script based on the information provided on the submission form which Aerial provided to Customer to fill out. Customer shall fully complete and return the submission form to Aerial within fourteen (14) days after receipt. Once the Video script has been written, Aerial will then create a twenty (20), sixty (60), or ninety (90) second Video. Each Video will contain Customer’s logo and will be customized to mutually agreed specifications.

Delivery of Videos. Aerial will place the completed Videos on an internet video sharing services platform (the “Dropbox”) where Customer can access and download the Videos. Aerial will provide unlimited revisions to the Videos for seven (7) days after Aerial initially delivers the Video to the Dropbox. Each revised Video will be delivered back to the Dropbox within two (2) business days after Aerial’s receipt of Customer’s revisions. And every sixty (60) days, upon request, Aerial will provide Customer with a complimentary 30-second Video advertisement made from Customer’s clients' videos. Aerial shall not be liable for any delay in delivery of the Videos. Additional Videos may be added or subtracted upon agreement between the parties.

Price and Payment. The price of the Videos is: $77.60 for the 20 second Video, $197.70 for the sixty second Video, and $447.30 for the 90 second Video. There is a monthly fee of $99 (from the time of signup). Customer will have the option to pay price(s) for orders either upon selecting the number of Video(s) or Customer may pay at the end of the month. If payment at the end of the month, then Aerial shall automatically process such payment from the financial information provided in Customer’s account. Prices herein shall be due and paid regardless of if Customer has completed and returned the submission form or not. Late payments are subject to additional fees. The prices are in United States Dollars and may be paid by credit card, debit card or ACH withdrawal. Your payment will be processed through a third- party service and additional terms and conditions will apply.

ALL PAYMENTS ARE NON-REFUNDABLE AND ARE CONSIDERED EARNED UPON RECEIPT.

Grant of White Label. Aerial grants to Customer a non-exclusive and non-transferable right to use or sell the Videos under Customer’s White Label in association with the sale, use, promotion or distribution of Customer’s business. Customer shall use its best endeavors to prevent any unauthorized modification of the Videos. Customer agrees that no ownership of proprietary rights is conveyed to Customer hereunder. Aerial reserves the right to prior approval of all White Labels which Customer affixes to the Videos.

Sublicense. Customer may sublicense the rights granted to the Videos pursuant to this Agreement provided Customer obtains Aerial’s prior written consent to such sublicense. Any sublicense granted in violation of this provision shall be void.

Compliance with Third Party Intellectual Property Rights. The Video contains third-party content. The license granted to Customer in this Agreement is conditioned on Customer' compliance with the provisions of all third-party terms and conditions, which include the requirement that all third-party branding (if any) will remain on the Videos.

Customer Represents, Warrants and Agrees that: Customer is solely responsible for all White Labels affixed to the Videos and Customer’s White Labels are to the best of their knowledge, free from infringement of all copyrights, trademarks, patents and other intellectual property rights.

Reservation of Rights. Aerial expressly reserves all rights other than those being conveyed or granted in this Agreement to Customer.

Territory. The rights granted to Customer are an unlimited worldwide non-exclusive territory.

Term. The term of This Agreement shall be month to month. The Agreement will automatically renew each following month under the same terms and conditions for another one (1) month period.

Publicity. The parties shall work together to issue publicity and general marketing communications concerning their relationship and other mutually agreed-upon matters. In addition, neither party shall issue such publicity and general marketing communications concerning their relationship without the prior written consent of the other party (not to be unreasonably withheld).

Termination. Each party shall have the right to terminate this Agreement at any time, with or without cause.

If Customer terminates this Agreement, then Customer will have continued access to the Videos for the remainder of the month in which the termination notice was received and Aerial will fulfill the remaining purchased Videos upon Customer’s request. This Agreement will not renew for the next month. At the end of such month of termination, Aerial will disconnect Customer’s access to the Videos and the Videos will be removed from the Dropbox. Termination will not release Customer from any obligation that arose prior to the date written notice of termination was given.

If Aerial terminates this Agreement for any reason, then Aerial may immediately disconnect Customer’s access to the Videos and the Videos will be removed from the Dropbox. Termination will not release Customer from any obligation that arose prior to the date written notice of termination was given.

Once this Agreement is terminated, neither party will have any liability to the other except for sections of this Agreement that survive termination.

Indemnification. Customer shall indemnify and hold Aerial harmless from any liability incurred by Aerial involving or arising out of (a) any breach or failure by Customer to meet any obligation under this Agreement; and (b) any tort claim, including claims for personal injury, advertising injury, wrongful death to any persons, or injury or damage to any property or business resulting from or in connection with any wrongful or negligent act or omission by Customer.

Infringement Against Third Parties. If Customer learns of imitations or infringements of the Videos, then Customer shall immediately notify Aerial in writing of the infringements or imitations. Aerial shall have the right to commence lawsuits against third persons arising from infringement of the Products. If Aerial does not commence a lawsuit against an alleged infringer within sixty (60) days of notification by Customer, then Customer may commence a lawsuit against the third party. Before the filing of suit, Customer shall obtain the written consent of Aerial to do so, and such consent shall not be unreasonably withheld. Aerial will cooperate with Customer for the purpose of securing and preserving Customer rights to the Videos. Any recovery (including, but not limited to, a judgment, settlement or licensing agreement included as resolution of an infringement dispute) shall be divided equally between the parties after deduction and payment of reasonable attorneys' fees to the party bringing the lawsuit.

Third Party Licenses. It is understood that Aerial will provide materials from third parties for inclusion into the Videos. Ownership of such materials remains with the licensor, and both parties agree that each will be bound by the terms of such licenses, and that each party to this Agreement does not obtain proprietary rights in such third-party materials beyond the terms and conditions contained in the pertinent license.

DISCLAIMER OF WARRANTY. THE VIDEOS ARE PROVIDED "AS IS". AERIAL DO NOT WARRANT THAT THE USE OF THE VIDEOS WILL BE ERROR FREE. AERIAL MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE ACCURACY OF ANY OR ALL INFORMATION WITHIN THE VIDEOS, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CUSTOMER UNDERSTANDS AND AGREES THAT AERIAL IS NOT A REALTOR, DOES NOT PROVIDE REALTY SERVICES AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Furthermore, Customer acknowledges and agrees that Aerial is not responsible or liable for: (i) the availability or accuracy of the Videos (information such as property boundary lines are shown for approximation only. The exact property lines can only be determined by a licensed land surveyor); or (ii) the content, products, or services on or available from such Videos. Attribution to third party websites or resources do not imply any endorsement by Aerial of such websites or resources or the content, products, or services provided in the Videos. Customer acknowledges sole responsibility for and assumes all risk arising from Customer’s use of any Videos or resources or the content, products or services on or available from such Videos.

LIMITATION OF LIABILITY. IN NO EVENT SHALL AERIAL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES ARISING FROM VIDEOS WHATSOEVER.

Assignment. Aerial may assign this Agreement without Customer’s permission. Customer may not assign any part of this Agreement to another party without Aerial’s express written permission.

Survival. The obligations of certain Sections in this Agreement that are applicable to surviving this Agreement, shall survive any termination.

Dispute Resolution. The construction, validity and performance of this Agreement and any disputes between the parties shall be governed by and construed according to the laws of the State of Maryland, without giving effect to its conflicts of law principles. Both parties submit to the exclusive jurisdiction of the courts of the State of Maryland with respect to any legal proceedings relating to this Agreement.

Entire Agreement. This Agreement expresses the complete understanding of the parties and supersedes all prior representations, agreements and understandings, whether written or oral. This Agreement may not be altered except by a written document signed by both parties.

Version Date July 29, 2021.