AVALANCHE FX understands that your privacy is important to you. We are committed to protecting the privacy of your personally identifiable information as you use this website. This Privacy Policy tells you how we protect and use information that we gather from you. By using this website, you consent to the terms described in the most recent version of this Privacy Policy. You should also read our Terms of Use to understand the general rules about your use of this website, and any additional terms that may apply when you access particular services or materials on certain areas of this website. “We,” “our” means AVALANCHE FX and its affiliates. “You,” “your,” visitor,” or “user” means the individual accessing this site.

PERSONAL AND NON-PERSONAL INFORMATION

Our Privacy Policy identifies how we treat your personal and non-personal information.

WHAT IS NON-PERSONAL INFORMATION AND HOW IS IT COLLECTED AND USED?

Non-personal information is information that cannot identify you. If you visit this website to read information, such as information about one of our services, we may collect certain non-personal information about you from your computer’s web browser. Because non-personal information cannot identify you or be tied to you in any way, there are no restrictions on the ways that we can use or share non-personal information. What is personal information and how is it collected? Personal information is information that identifies you as an individual, such as your name, mailing address, e-mail address, telephone number, and fax number. We may collect personal information from you in a variety of ways:
• When you send us an application or other form
• When you conduct a transaction with us, our affiliates, or others
• When we collect information about you in support of a transaction, such as credit card information
• In some places on this website you have the opportunity to send us personal information about yourself, to elect to receive particular information, purchase access to one of our products or services, or to participate in an activity.

ARE COOKIES OR OTHER TECHNOLOGIES USED TO COLLECT PERSONAL INFORMATION?

Yes, we may use cookies and related technologies, such as web beacons, to collect information on our website. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you. One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you register with us, a cookie helps AVALANCHE FX to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same AVALANCHE FX website, the information you previously provided can be retrieved, so you can easily use the features that you customized. A web beacon is a small graphic image that allows the party that set the web beacon to monitor and collect certain information about the viewer of the web page, web-based document or e-mail message, such as the type of browser requesting the web beacon, the IP address of the computer that the web beacon is sent to and the time the web beacon was viewed. Web beacons can be very small and invisible to the user, but, in general, any electronic image viewed as part of a web page or e-mail, including HTML-based content, can act as a web beacon. We may use web beacons to count visitors to the web pages on the website or to monitor how our users navigate the website, and we may include web beacons in e-mail messages in order to count how many messages sent were actually opened, acted upon, or forwarded.

Third-party vendors also may use cookies on our website. For instance, we may contract with third parties who will use cookies on our website to track and analyze anonymous usage and volume statistical information from our visitors and members. Such information is shared externally only on an anonymous, aggregated basis. These third parties use persistent cookies to help us to improve the visitor experience, manage our site content, and to track visitor behavior.

To help measure and improve the effectiveness of our e-mail communications, the third party sets cookies. All data collected by this third party on behalf of AVALANCHE FX is used solely by or on behalf of AVALANCHE FX and is shared externally only on an anonymous, aggregated basis. From time to time we may allow third parties to post advertisements on our website, and those third-party advertisements may include a cookie or web beacon served by the third party. This Privacy Policy does not cover the use of information collected from you by third-party ad servers. We do not control cookies in such third-party ads, and you should check the privacy policies of those advertisers and/or ad services to learn about their use of cookies and other technology before linking to an ad. We will not share your personal information with these companies, but these companies may use information about your visits to this and other websites in order to provide advertisements on this site and other sites about goods and services that may be of interest to you, and they may share your personal information that you provide to them with others.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the AVALANCHE FX websites you visit.

HOW DOES AVALANCHE FX USE PERSONAL INFORMATION?

AVALANCHE FX may keep and use the personal information we collect from or about you to provide you with access to this website or other products or services, to respond to your requests, bill you for products/services you purchased, and to provide ongoing service and support, to contact you with information that might be of interest to you, including information about products and services of ours and of others, or ask for your opinion about our products or the products of others, for record-keeping and analytical purposes and to research, develop and improve programs, products, services, and content.

Personal information collected online may be combined with information you provide to us through other sources We may also remove your personal identifiers (your name, email address, social security number, etc). In this case, you would no longer be identified as a single unique individual. Once we have de-identified information, it is non-personal information and we may treat it like other non-personal information. Finally, we may use your personal information to protect our rights or property, or to protect someone’s health, safety or welfare, and to comply with a law or regulation, court order, or other legal processes.

DOES AVALANCHE FX SHARE PERSONAL INFORMATION WITH OTHERS?

We will not share your personal information collected from this website with an unrelated third party without your permission, except as otherwise provided in this Privacy Policy. In the ordinary course of business, we may share some personal information with companies that we hire to perform services or functions on our behalf. In all cases in which we share your personal information with a third party for the purpose of providing a service to us, we will not authorize them to keep, disclose or use your information with others except for the purpose of providing the services we asked them to provide.

We will not sell, exchange or publish your personal information, except in conjunction with a corporate sale, merger, dissolution, or acquisition. For some sorts of transactions, in addition to our direct collection of information, our third-party service vendors (such as credit card companies, clearinghouses, and banks) who may provide such services as credit, insurance, and escrow services may collect personal information directly from you to assist you with your transaction. We do not control how these third parties use such information, but we do ask them to disclose how they use your personal information before they collect it.

If you submit a review for a third party (person or business) using our Facebook Fan Review Application, during the submission process we ask your permission to gather your basic information (such as name and email address) which we then share with the third party for whom you are submitting the review. We may be legally compelled to release your personal information in response to a court order, subpoena, search warrant, law, or regulation.

We may cooperate with law enforcement authorities in investigating and prosecuting website visitors who violate our rules or engage in behavior, which is harmful to other visitors (or illegal). We may disclose your personal information to third parties if we feel that the disclosure is necessary to protect our rights or property, protect someone’s health, safety or welfare, or to comply with a law or regulation, court order, or other legal processes. As discussed in the section on cookies and other technologies, from time to time we may allow a third party to serve advertisements on this website.

If you share information with the advertiser, including by clicking on their ads, this Privacy Policy does not control the advertiser’s use of your personal information, and you should check the privacy policies of those advertisers and/or ad services to learn about their use of cookies and other technology before linking to an ad.

HOW IS PERSONAL INFORMATION USED FOR COMMUNICATIONS?

We may contact you periodically by e-mail, mail, or telephone to provide information regarding programs, products, services, and content that may be of interest to you. In addition, some of the features on this website allow you to communicate with us using an online form. If your communication requests a response from us, we may send you a response via e-mail. The e-mail response or confirmation may include your personal information. We cannot guarantee that our e-mails to you will be secure from unauthorized interception.

HOW IS PERSONAL INFORMATION SECURED?

We have implemented generally accepted standards of technology and operational security in order to protect personally-identifiable information from loss, misuse, alteration, or destruction. Only authorized personnel and third-party vendors have access to your personal information, and these employees and vendors are required to treat this information as confidential. Despite these precautions, we cannot guarantee that unauthorized persons will not obtain access to your personal information.

LINKS

This site contains links to other sites that provide information that we consider to be interesting. AVALANCHE FX is not responsible for the privacy practices or the content of such websites.

PUBLIC DISCUSSIONS

This site may provide public discussions on various business valuation topics. Please note that any information you post in these discussions will become public, so please do not post sensitive information in the public discussions. Whenever you publicly disclose information online, that information could be collected and used by others. We are not responsible for any action or policies of any third parties who collect information that users disclose in any such forums on the website. AVALANCHE FX does not agree or disagree with anything posted on the discussion board. Also, remember that you must comply with our other published policies regarding postings on our public forums.

HOW CAN A USER ACCESS, CHANGE, AND/OR DELETE PERSONAL INFORMATION?

You may access, correct, update, and/or delete any personally-identifiable information that you submit to the website. You may also unsubscribe from mailing lists or any registrations on the website. To do so, please either follow instructions on the page of the website on which you have provided such information or subscribed or registered or email us at legal@avalanchefx.com

CHILDREN’S PRIVACY

AVALANCHE FX will not intentionally collect any personal information (such as a child’s name or email address) from children under the age of 13. If you think that we have collected personal information from a child under the age of 13, please contact us.

CHANGES

AVALANCHE FX reserves the right to modify this statement at any time. If you have any questions about privacy at any websites operated by AVALANCHE FX or about our website practices, please contact us at: legal@avalanchefx.com

Video Production – Terms and Conditions

1. Interpretation

1.1 In addition to terms defined in the Term Sheet (to be given to a client of Avalanche FX before the signing of this agreement), the following definitions apply in this Agreement:

Background Material: Any material created by AFX outside the scope of the Services but incorporated into the Deliverables, including any AFX editorial content.

Business Day: A day other than a Saturday, Sunday or public holiday in the United States of America when banks in New York are open for business.

Client: The party set forth in the Term Sheet.

Client Materials: Any material supplied by the Client for inclusion in the Deliverables, including any such material specified in the Term Sheet.

Delivery Date: The date when the final version of the Deliverables is delivered to the Client by AFX. The estimated Delivery Date is set out in the Term Sheet.

Deliverables: Any materials to be provided by AFX, including scripts, voices, storyboards, design, music, rough cuts, and any physical media or digital files containing or comprising the finished Deliverables, and including in particular, any Deliverables specified in the Term Sheet.

Fees: The Fees payable by the Client, as set out in the Term Sheet (subject to any adjustments pursuant to this Agreement).

Subcontractor:  The Subcontractor, if any, as defined in the Term Sheet.

Producer: Avalanche FX LLC, also referred to herein after as “AFX”.

Services: The services to be provided by AFX under this Agreement, including production of the Deliverables and carrying out of the AFX Responsibilities, as set out in the Term Sheet.

Term Sheet: The Term Sheet is not effective until executed by both the Client and AFX.

Third Party Materials: Any material licensed by third parties and sourced by or on behalf of AFX for inclusion in the Deliverables.

1.2 Any words following the term “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Engagement

2.1 In consideration of payment to AFX of the Fees, the Client engages AFX, and AFX agrees, to produce the Deliverables in accordance with the Term Sheet.

2.2 AFX will comply with the AFX Responsibilities.

2.3 The Client will:

• (a) provide the Client Materials in a timely fashion; and
• (b) comply with the Client Obligations.

3. Creative Control

3.1 The parties agree to meet from time to time as agreed between the parties to consult in good faith with each other over the scripts, storyboarding, editorial content and artistic direction of the Deliverables. However, the Client will have final editorial and artistic control and responsibility over the Deliverables. Accordingly, it is the Client’s responsibility to ensure that the final Deliverables do not contain any defamatory matter or breach any contract or duty of confidence or incorporate any matter which constitutes contempt of court or breaches any provision of law.

3.2 The Client will appoint a representative (Client Representative) who will have the authority on behalf of the Client to accept as satisfactory the story outlines, scripts, voices, storyboards, design and music of the Deliverables.

3.3 The Client will be responsible for any additional Fees or extension in the Production Schedule arising from any directions given by the Client Representative which vary from the provisions of the Term Sheet. The Client Representative will also be available to provide hands-on assistance during filming, where agreed by the parties.

3.4 AFX shall submit Deliverables as set out in the Production Schedule for the Client’s review and written acceptance, not to be unreasonably withheld or delayed.

3.5 Any changes requested by the Client in relation to the Production Schedule and/or the Deliverables shall be dealt with in accordance with the following process:

• (a) at any time, the Client may request changes to any part or parts of the Services, including additional Services, deletions or other amendments (“Change Request”);
• (b) AFX shall notify the Client within ten working days whether or not it accepts the Change Request (and the Client shall provide all such information as AFX may require in order to respond to the Change Request). If AFX accepts the Change Request, AFX shall submit to the Client written details of any additional Fees payable by the Client for the change, together with details of any effect on the Production Schedule;
• (c) the Client shall inform AFX as soon as reasonably practicable whether it accepts or rejects AFX’s submission, and the Production Schedule (including the relevant Fees and timescales) shall be deemed changed or unchanged accordingly. If the Client does not respond, the submission shall be deemed rejected;
• (d) the Client shall not submit any Change Request directly to the Principal Subcontractor (if any).

4. Obligations

4.1 The Client agrees that it will give AFX access to the Client’s personnel as reasonably necessary for AFX to provide the Services, and will (as reasonably necessary) instruct the Client’s personnel to:

• (a) assist and support AFX;
• (b) comply with AFX’s reasonable requests in making the Deliverables; and
• (c) provide such information as AFX may reasonably request.

5. Credits

When appropriate and agreed to in the Term Sheet or a change thereto, the Client authorizes AFX to insert, or have the appropriate third party insert, credit for AFX as producer of the Deliverables on the end credits of the Deliverables, with its name and web address printed on all hard copies of the Deliverables and included alongside all online versions of the Deliverables.

6. Payment

6.1 The Client will pay the Fees as set out in the Term Sheet or as otherwise payable under this Agreement.

6.2 If the Client is required by any law or regulation to make any deduction or withholding (on account of tax or otherwise) from any payment, the Client will, together with such payment, pay any additional amount as will ensure that AFX receives, free and clear of any tax or other deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required. The Client will promptly forward to AFX copies of official receipts or other evidence showing that the full amount of any such deduction or withholding has been paid over to the relevant taxation or other authority.

6.3 If the Client fails to pay the Fees within the period specified in the Term Sheet, then, without limiting AFX’s remedies under clauses 11 or 6.5, the Client will pay interest on the overdue amount at the rate of 15% per annum above the published Wall Street Journal Prime Rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client will pay the interest together with the overdue amount. If any amount is overdue for more than 30 days, client agrees to pay all collection costs, including reasonable attorney fees.

6.4 If the Client fails to make any payments when due under this Agreement AFX will have the right (in addition to any other available rights and remedies) to suspend the Services until payment is received.

7. Rights

7.1 Subject to and with effect from payment by the Client in full of the Fees, and subject to clause 7.2, AFX grants and assigns to the Client absolutely the entire copyright throughout the world in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as it is able, in perpetuity) including so called rental and lending rights.

7.2 The assignment in clause 7.1 will not apply to any Background Material or Third Party Material. Background Material will remain the property of AFX and Third Party Material will remain the property of the applicable third party licensor. AFX licenses the Background Material and sublicenses the Third Party Material to the Client to use within the Deliverables. Client will not make any use of Background Material or Third Party Material other than within the Deliverables without the prior written consent of AFX.

7.3 AFX will execute and deliver such documents and perform such acts as may be necessary for the purpose of giving full effect to clause 7.1, and will use reasonable commercial endeavours to procure that any third parties will also do so as necessary. The Client will reimburse AFX for the reasonable costs properly incurred by it in complying with its obligations under this clause 7.3.

7.4 The Client agrees that AFX may use the Client’s name and intellectual property rights to the extent necessary for the purpose of providing the Services, such as by including them on Deliverables, referring to them in paperwork and in discussions with third parties in order to indicate the nature of the Deliverables, and including them in AFX’s own promotional materials and showreels in accordance with clause 7.5. The Client warrants that no such use will infringe the rights of any third party.

7.5 AFX will have the non-exclusive right for a period of ten years from the Delivery Date to use the Deliverables or extracts from the Deliverables for its own promotional use in internal and client and prospective client presentations, showreels and on AFX’s websites. Each such extract must be no longer than two minutes in length, and the extracts used in any one promotional item must not exceed 10 minutes cumulatively. The Client will have the right to request to AFX that the extracts (or any one or more of them) be removed and no longer used by AFX if the Client reasonably considers that such use is detrimental to the Client’s reputation or its commercial interests.  AFX has the right to charge a fee for such removal of up to $1000.

8. Warranties

8.1 AFX warrants to the Client that:

• (a) it will perform the Services with reasonable care and skill; and
• (b) it is fully entitled to enter into and to perform this Agreement; and
• (c) except to the extent that it incorporates any Background Material, Third Party Material or Client Material, the Deliverables will be original and will not infringe the copyright or any other rights of any third party.

8.2 The Client warrants to AFX that:

• (a) it is fully entitled to enter into and perform this Agreement;
• (b) it will not do or permit to be done anything which may reasonably be interpreted by AFX in any way as being prejudicial, detrimental or denigrating to AFX’s brand or business;
• (c) it will either own, or have obtained and paid for licenses to use, all Client Materials, and the Client Materials will not infringe the copyright or any other rights of any third party; and
• (d) the Client Materials will not contain any defamatory matter or breach any contract or duty of confidence, or incorporate any matter which constitutes contempt of court or breach any provision of law.

8.3 Each party warrants that it will not seek to associate itself with the other party other than as permitted by this Agreement and it will not represent to any third party that the other party endorses it or its products and services nor hold itself out to any third party as representing the other party.

9. Indemnity

9.1 AFX will indemnify the Client and keep the Client fully and effectively indemnified against actions, costs, demands, losses, claims and expenses of whatsoever kind or nature arising from any claim by a third party against the Client arising from a breach by AFX of clause 8.1(c).

9.2 The Client will indemnify AFX and keep AFX fully and effectively indemnified against all actions, costs, demands, losses, claims and expenses of whatsoever kind or nature arising from:

• (a) any claim by a third party against AFX or the Primary Subcontractor arising from a breach by the Client of clause 8.2(c) or 8.2(d); or
• (b) the Deliverables containing any defamatory matter or breach of any contract or duty of confidence, or incorporating any matter which constitutes contempt of court or breaches any provision of law.
• 9.3 In the event of a third party claim (“Claim”) giving rise to a claim under clause 9.1 or 9.2, the party claiming the indemnity (“indemnified party”) will:
• (a) promptly notify the other party (“indemnifying party”) of the Claim;
• (b) grant the indemnifying party the sole right to defend, control or settle the Claim; and
• (c) not make any admissions, concessions or settlements in respect of the Claim other than with the prior written consent of the indemnifying party.

The indemnified party will have the right to have its own counsel present at its sole cost and expense.

10. Confidentiality

10.1 Each of the parties undertakes to the other to keep confidential the terms of the Term Sheet and all information (written or oral) concerning the business and affairs of the other that it will have obtained or received as a result of the discussion leading up to the entering into or the performance of this Agreement save that which is: (a) trivial or obvious; (b) already in its possession other than as a result of a breach of this clause; (c) in the public domain other than as a result of a breach of this clause; or (d) required by a government body, a court of competent jurisdiction, or otherwise by law to be disclosed.

10.2 Each of the parties undertakes to the other to take all such steps as will from time to time be necessary to ensure compliance with the provisions of clause by its employees, agents and sub-contractors.

10.3 The provisions of this clause 10 will survive any termination of this Agreement.

11. Termination

11.1 Either of the parties will be entitled to terminate this Agreement immediately by notice in writing to the other party if:

• (a) the other party commits any material or persistent breach of its obligations under this Agreement and fails to remedy that breach (if capable of remedy) within 14 days after being given written notice by the first party to do so; or
• (b) the other party ceases to carry on its business or has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or passes a resolution for its winding up or a court of competent jurisdiction makes an administration order or liquidation order or similar order, or enters into any voluntary arrangement with its creditors, or is unable to pay its debts as they fall due or any event analogous to the other occurs in any jurisdiction.

11.2 AFX will be entitled to terminate this Agreement immediately by notice in writing to the Client if:

• (a) the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default seven days after being notified by AFX in writing to make such payment;
• (b) there is a change in the control (meaning the majority shareholding or the capacity to control day to day management) of the Client; or
• (c) the Client (or any of its shareholders or directors) becomes subject to any Sanction, or continuation of this Agreement would (in the reasonable opinion of AFX) expose AFX or any of its affiliated companies to any Sanction, where “Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or United States of America.

11.3 If AFX terminates this Agreement under clauses 11.1 or 11.2 above then the Client will not be entitled to recover any Fees already paid to AFX and will remain fully liable for any amount of the Fees still to be paid. For the avoidance of doubt no refund or reduction in the Fees will be due to the Client as a result AFX exercising its right of termination under clauses 11.1 or 11.2.

11.4 If AFX determines, in its reasonable opinion, that the production and/or publication of the Deliverables could seriously prejudice its reputation or brand or be otherwise editorially inappropriate then AFX will have the right to terminate this Agreement at any time upon written notice to the Client. If AFX terminates this Agreement in accordance with this clause 11.4 (except in cases of the Client’s default), a refund of the Fees paid by the Client for any deliverables not yet delivered up until the date of cancellation will be made to the Client and this Agreement will automatically terminate upon refund of such fees.

11.5 Any termination or expiry of this Agreement for whatever reason will be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and will not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination (including without limitation payment of the Fees).

11.6 If AFX is unable to perform its obligations under this Agreement by reason of a Force Majeure Event, the performance of AFX’s obligations under this Agreement will be suspended. AFX will not be liable for any failure to perform or delay in performing any obligation under this Agreement if this is caused by a Force Majeure Event. If the Force Majeure Event hinders, delays or prevents the performance by AFX of its obligations under this Agreement for more than 30 days, either party may immediately terminate this Agreement by written notice to the other party (provided that the Force Majeure Event is still continuing on the date of that notice).

12. Limitations of Liability and Indemnities

12.1 Nothing in this Agreement will operate to exclude or restrict either party’s liability (a) for death or personal injury caused by that party’s negligence, (b) fraud or fraudulent misrepresentation, (c) any liability which cannot be limited or excluded by law, or (d) under any indemnity given by that party under this Agreement.

12.2 Neither party will be liable to the other for any indirect, special, incidental or consequential loss, damage, costs, expenses or other claims whatsoever.

12.3 Without prejudice to the Client’s payment obligations under this Agreement, the total liability of either party whether in contract, tort or otherwise in respect of any breach of its obligations under this Agreement or any representation, statement, negligent act or omission arising under or in connection with this Agreement will be limited to direct damages which in no event will exceed 200% of the Fees.

13. Anti-Bribery

13.1 Each party will at all times comply with all applicable laws related to bribery, corruption and related matters including the US Foreign Corrupt Practices Act and the UK Bribery Act.

13.2 The Client warrants and represents that:

• (a) it has not done, nor will it do, any act in breach of clause 13.1; and
• (b) it has no reason to believe that any of its employees, agents, or representatives have done, nor will they do, any act in breach of clause 13.1.

13.3 The Client will report any breach or potential breach of clauses 13.1 or 13.2 to AFX as soon as it becomes aware of them.

13.4 AFX will have the right to terminate this Agreement with immediate effect should it have reason to believe the Client acted, or will act, in breach of clauses 13.1 or 13.2 without any further liability to the Client.

14. General

14.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between AFX and the Client or constitute or be deemed to constitute AFX or the Client as agent of the other for any purpose whatever and neither AFX nor the Client will have authority or power to bind the other or to contract in the name of and create a liability against the other or to represent the other in any matter whatsoever.

14.2 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.

14.3 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this sub-clause will limit or exclude any liability for fraud.

14.4 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14.5 Each provision of this Agreement is severable and distinct from the others. If a provision of this Agreement is, or becomes, to any extent illegal, invalid or unenforceable, it will to that extent be deemed not to form part of this Agreement but that will not affect the legality, validity or enforceability of any other provision of this Agreement, which will continue in force and effect provided that the operation of this clause would not negate the commercial intent and purposes of the parties under this Agreement.

14.6 This Agreement is not intended to nor will it create any rights, entitlements, claims or benefits enforceable by any person that is not a party to it.

14.7 No provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the parties.

14.8 This Agreement may be executed in counterparts, each of which when executed and delivered is an original, but together constitute the same document. Transmission of an executed counterpart of the Term Sheet by email will take effect as delivery of an executed counterpart of this Agreement.

14.9 Neither party will assign or otherwise transfer this Agreement or any of its rights or obligations under it, whether in whole or in part, without the prior written consent of the other, except that AFX may subcontract all or part of its duties and obligations provided that it will remain liable to the Client for all acts and/or omissions of its subcontractors as if such act or omission had been committed or omitted by AFX itself.

14.10 Any notice required to be given under this Agreement will be made in writing and will be delivered by hand, recorded delivery or courier to the other party and will be deemed to have been received, if delivered by hand, at the time and date of delivery; and if sent by recorded delivery or courier, upon receipt (as evidenced by signature). Any such communication made by AFX will be sent to the address of the Client shown on the Term Sheet. Any such communication made by the Client will be sent to notices@avalanchefx.com.

15. Disputes and Governing Law

15.1 Each party agrees to respond promptly to any issues referred to it by the other party relating to this Agreement and will seek to resolve any disputes arising as quickly and effectively as possible.

15.2 If the parties cannot satisfactorily resolve any dispute within 14 days then that dispute will be escalated to a director (or equivalent) of both parties. If the parties cannot satisfactorily resolve any dispute within 14 days of referral to a director (or equivalent) then either party may seek its legal remedies as provided in clause 15.4.

15.3 This clause 15 will not restrict either party from seeking immediate legal or equitable relief for any infringement of its intellectual property rights, or for payment of any amount of money not subject to a genuine, good faith dispute.

15.4 All contractual and non-contractual claims arising from or in connection with this Agreement will be governed by and construed in accordance with the laws of Kentucky, USA and the parties submit to the exclusive jurisdiction of the Kentucky courts, except that (for the exclusive benefit of AFX) AFX retains the right to bring proceedings against the Client in the applicable courts of the Client’s place of business.

16. Version

16.1 This version of the Video Production Terms and Conditions applies to Term Sheets executed by AFX and the Client at any time from 1 May 2024 until this version of the Video Production Terms and Conditions is superseded by a new version.

16.2 AFX may at any time and at its sole discretion change, update or amend these Video Production Terms and Conditions by posting a new version of the Video Production Terms and Conditions on this page. Any such change under this clause 16.2 will not affect any Term Sheets that have already been executed by AFX and the Client.