Best Radio Commercials.com | V MARKETING & MEDIA INC
Terms and Conditions Document of Services

I. TERMS AND CONDITIONS
Definitions

V MARKEING & MEDIA INC. ("COMPANY")
Advertising Client ("CLIENT")
Approved Script by CLIENT for recording (SCRIPT)
Finished Commercial (the “MEDIA”)

1.0 CONTENT
CLIENT understands and agrees that CLIENT is solely responsible for reviewing CLIENT's completed audio commercial
for completeness and accuracy. CLIENT further agrees that CLIENT is solely responsible for complying with the
advertising rules and rules of professional conduct and any other rules governing the conduct of advertising that may
apply to CLIENT. COMPANY does not check or review the content of CLIENT'S professional field’s rules to ensure
compliance with any of the above aforementioned rules.

If any information provided by CLIENT is, in COMPANY'S sole discretion, untrue, misleading, inaccurate, defamatory
then COMPANY reserves the right to remove such information and to refuse to provide services to CLIENT. Furthermore
COMPANY is not responsible for any financial gain or loss to CLIENT attributed to directly or indirectly from the use
and/or airing of MEDIA in any form of media, including but not limited to use and/or airing on any broadcast radio,
television, website, theatre or other form of media.

2.0 OWNERSHIP OF PROPRIETARY INFORMATION
CLIENT agrees that neither the Service Agreement nor these Supplemental Terms and Conditions in any way
establishes ownership rights between CLIENT and COMPANY as to each other's proprietary information, trademarks,
copyrights, service marks, or trade secrets. All such ownership rights will remain exclusively with the party that owned
them prior to entering into this Agreement. Furthermore, CLIENT agrees that COMPANY shall retain sole ownership of
any and all marketing content, and material that is created by COMPANY for CLIENT regardless of the medium in which
such content/material is created, or aired. CLIENT will have full rights to use the created MEDIA by the terms listed in
“Media Venue’s 11.0”.

3.0 REPRESENTATIONS AND WARRANTIES
In addition to the warranties and representations in other Sections of this Agreement, CLIENT warrants that all
information provided by CLIENT as part of the commercial creation and script writing process is complete and accurate.
CLIENT further agrees that CLIENT has the right, power and authority to enter into this Service Agreement.

In addition, CLIENT represents and warrants the following:

Any mark, copyright or intellectual property contained within the content of MEDIA that CLIENT provides to COMPANY is
subsisting and is not invalid or unenforceable, in whole or in part.
CLIENT has not previously assigned, transferred, conveyed, or otherwise encumbered such right, title, and interest.
CLIENT is the sole and exclusive owner of any mark, copyright or intellectual property contained within the content of
MEDIA that CLIENT provides to COMPANY for purposes of this contract, and no other person or entity has or shall have
any claim of ownership with respect to the intellectual property whatsoever.
There are no claims, judgments, or settlements to be paid by CLIENT, or pending claims or litigation related to the
content that CLIENT provides to COMPANY.

4.0 INDEMNIFICATION
CLIENT agrees to release, defend, indemnify and hold harmless COMPANY and its contractors, agents, employees,
offices, directors, and affiliates from and against any claims, demands, actions and/or proceedings, losses, damages or
costs, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding, suit or demand
arising out of or related to or in connection with the warranties, services and representation set forth in this Agreement.

CLIENT further agrees to release, defend, indemnify and hold harmless COMPANY and its contractors, agents,
employees, offices, directors, and affiliates from and against any losses, damages or costs, including reasonable
attorneys' fees, resulting from any third party claim, action, proceeding suit or demand arising out of or related to
CLIENT's use of the services and MEDIA provided by COMPANY, including, but not limited to, CLIENT's placement of
commercial on selected CLIENTS media including but not limited to radio, television, internet, and theater.

CLIENT further agrees to release, defend, indemnify and hold harmless COMPANY and its contractors, agents,
employees, offices, directors, shareholders and affiliates from and against any claims, demands, actions and/or
proceedings, losses, damages or costs, including reasonable attorneys' fees, resulting from any third party claim,
action, proceeding, suit or demand arising out of or related to or in connection with any and all content contained in
CLIENT's MEDIA once CLIENT has approved such MEDIA.

CLIENT further agrees to release, defend, indemnify and hold harmless COMPANY and its contractors, agents,
employees, offices, directors, and affiliates from and against any losses, damages or costs, including reasonable
attorneys' fees, resulting from any suggestions or advice given by COMPANY in regards to media placement, time,
schedule, day-parts of any form of media. COMPANY does not guarantee any results of MEDIA performance positive or
negative.

Should COMPANY be notified of a pending law suit, or receive notice of the filing of a lawsuit, demand or claim by any
third party arising out of or related to or in connection with the warranties and representation set forth in this Agreement,
COMPANY may seek a written confirmation from CLIENT concerning CLIENT's obligation to indemnify COMPANY.
CLIENT's failure to provide such a confirmation may be considered a breach of the service agreement and these
supplemental terms and conditions.

5.0 LIMITATION OF LIABILITY
CLIENT AGREES THAT COMPANY WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY: (A) EVENTS
BEYOND COMPANY'S REASONABLE CONTROL (ACTS OF GOD) (B) PERFORMANCE OF MEDIA ON SELECTED
VENUS. (C)ANY FINANCIAL GAIN OR LOSS TO CLIENT AS A RESULT OF AIRING MEDIA IN ANY FORM FOR ANY
LENGTH OF TIME OR FREQUENCY.

IN ADDITION, CLIENT AGREES THAT COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES OF ANY KIND, SPECIFICALLY INCLUDING, BUT NOT LIMITED TO LOST PROFITS
OF ANY TYPE, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL COMPANY'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY CLIENT
FOR THE SERVICES, BUT IN THE NO EVENT GREATER THAN $1000.00. BECAUSE SOME STATES DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES,
COMPANY'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

THE SERVICES ARE PROVIDED TO CLIENT "AS IS." COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE
SERVICES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE
NOT LEGALLY EXCLUDABLE. WITHOUT ANY LIMITATION TO THE FOREGOING, COMPANY MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT USE OF MEDIA UNDER THIS
AGREEMENT WILL IMMUNIZE CLIENT EITHER FROM CHALLENGES TO CLIENTS PROJECTED BUSINESS PLAN.

COMPANY DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF,
ANY OF THE SERVICES THAT COMPANY PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY,
RELIABILITY, ABILITY TO OBTAIN NEW CLIENTS, OR OTHERWISE.

COMPANY DOES NOT IN ANY WAY WHATSOEVER WARRANT OR MAKE ANY REPRESENTATION THAT ANY NEW
BUSINESS OR INCOME WILL BE FORTHCOMING TO CLIENT AS A RESULT OF USING COMPANY'S SERVICES
AND/OR MEDIA. IN ADDITION, GIVEN THAT CLIENT'S WEBSITE AND PROFILE WILL BE LOCATED ON THE WORLD
WIDE WEB FOR VIEWING BY ANYONE WITH ACCESS TO THE INTERNET, COMPANY DOES NOT IN ANY WAY
WHATSOEVER WARRANT OR MAKE ANY REPRESENTATION THAT THE PERSONS CONTACTING CLIENT VIA THE
INTERNET OR VIA THE TOLL FREE NUMBER PROVIDED TO CLIENT WILL BE LOCATED IN THE SAME GEOGRAPHIC
AREA AS CLIENT, BE INTERESTED IN OBTAINING SERVICES FROM CLIENT OR INQUIRE ABOUT AN AREA SERVICE
THE CLIENT PRACTICES IN.

SIMPLY PUT, COMPANY IS BEING HIRED TO CREATE A COMMERCIAL “MEDIA”. AS PREVIOUSLY DEFINED, WILL BE
CREATED. COMPANY HAS NO WAY OF CONTROLLING THE "QUALITY" or “AMOUNT” OF THE CONTACTS.

6.0 GOVERNING LAW
The Client Service Agreement and these Supplemental Terms and Conditions shall be governed by the laws of the
State of Kansas, without regard to its conflicts of law provisions. In addition, the parties to this Agreement agree to the
personal jurisdiction of the state and federal courts of Kansas and agree that the state and federal courts of Kansas
shall have exclusive jurisdiction of any matter or action.

7.0 NO MODIFICATION/AMENDMENT/WAIVER
No modification or amendment of any provision of this Agreement shall be effective unless approved in writing by the
parties to the agreement. No party shall be deemed to have waived compliance by any other party with any provision of
this Agreement unless such waiver is in writing, and the failure of any party at any time to enforce any of the provisions
of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the rights of any party
thereafter to enforce such provisions in accordance with their terms. No waiver of any provision of this Agreement shall
be deemed the waiver of any subsequent breach thereof or of any other provision of this Agreement. The continued
dealing of either party with the other party following a breach of any provision hereof shall not be deemed to be a waiver
of such or any other breach.

8.0 SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any other part or provision of this Agreement.

9.0 APPROVAL OF MEDIA/CHANGES
Once CLIENT executes the Client Service Agreement, COMPANY will begin work on CLIENT's MEDIA. Once CLIENT's
final SCRIPT is completed, it will be emailed to CLIENT for CLIENT's approval. Once CLIENT grants written approval in
the form of an email from CLIENT, script will be sent to voice talent for recording. Any changes made to the SCRIPT by
the CLIENT after the CLIENT's initial emailed approval will be re-recorded and completed at an additional charge of
Specified in contract with client per SCRIPT. Once final recording is complete, MEDIA will be delivered to clients email or
posted to COMPANY’S server for download. If CLIENT or CLIENT's agent does not respond within three business days
from the date of the email then COMPANY shall consider CLIENT's non-response as CLIENT's full approval of the
MEDIA, including script and content, and CLIENT will be billed for MEDIA. Any content changes requested of CLIENT's
MEDIA once the MEDIA has been approved can be changed at the original full rate charged for said MEDIA.

10.0 MEDIA VENUS
COMPANY grants CLIENT rights to use media on the specified venues in contract of for a set period of time, within the
region(s) specified in contract. Client Agrees to Cease and Desist use of this MEDIA upon completion of stated dates.
Extension to the length of this time period may be granted by COMPANY for additional fee determined upon the
completion of stated time period. Fees may be lower than original, and are limited to the maximum fee of original
purchase of MEDIA.

11.0 ENTIRE AGREEMENT
The Service Agreement along with these Supplemental Terms and Conditions sets forth the entire agreement between
the parties in connection with the subject matter contained herein. The Client Service Agreement along with these
Supplemental Terms and Conditions, incorporates, replaces and supersedes all prior agreements, promises, proposals,
representations, understandings and negotiations between COMPANY and CLIENT or the parties' representatives in
connection therewith.


Note: In a nutshell...  Of course, there are always variables to any recommendations given by Best Radio Commercials.
com (COMPANY) from market to market, market structure and state. Any recommendations given by COMPANY are not
a guarantee of performance or profit. As with any form of marketing, audio marketing through a radio commercial
involves an involves risk of loss. COMPANY is not responsible for any gains or losses incurred from any form advertising
involving our products, services, or recommendations.