STANDARD TERMS AND CONDITIONS

1. Acceptance of Terms. These terms and conditions constitute a part of the contract between Euphonic Masters, Inc. ("Euphonic") and Client. Different or additional terms and conditions which may be included in Client's purchase order or other acceptance of this quotation are hereby rejected unless approved in writing by the president of Euphonic.

2. Changes in Specifications & Cancellation. After acceptance of this quotation no changes by Client in the specifications will be binding on Euphonic unless Euphonic consents to such changes in writing. Additional charges for accepted changes will be billed to Client. Cancellations of bookings must be made within 24 hours or Client will be billed 4 hours of booked time.

3. Risk of Loss. All risk of damage or loss to the work at any time after arrival F.O.B. Memphis, Tennessee is assumed by Client, and such damage or loss shall not in any way release Client from any of its obligations hereunder. Client agrees that Euphonic shall not be liable for any special, incidental or consequential damages, including without limitation lost income or profits, resulting from damage or destruction to the work prior to delivery at the F.O.B. point specified herein.

4. Tape Storage & Materials. Tape storage is at Client's risk and may be released upon final payment. Quoted price is based on the cost to Euphonic of the type and grade of parts and materials to be used to produce the work as of the date of this quotation, and quoted price shall be subject to increases based on any increases in the cost of such parts and materials to Euphonic prior to completion of the work.

5. Terms of Payment. If Client defaults in payment of any invoice at due date, or in the event of any proceeding in bankruptcy or insolvency by or against Client, Euphonic, in addition to any right it has, shall have the right: (a) to suspend or discontinue work until it has received payment in full for work performed; (b) to require cash in advance to cover further work; (c) to collect late charges of 1 1/2% per month from due date; and/or (d) to recover all costs of collection, including reasonable attorney's fees. In the event credit or financial ability of Client becomes impaired or unsatisfactory in the sole reasonable judgment of Euphonic, Euphonic shall have the right at any time thereafter to change the credit terms with respect to any further work under this quotation.

6. FTP Site. Upon request from Client, Client materials may be made accessible to Euphonic or Client on Euphonic's password protected FTP site. Client agrees to adhere to all Euphonic FTP site policies as the same may be provided to Client from time to time. Euphonic is not responsible for any unauthorized use or access to said site or materials.

7. Miscellaneous.  Late payment shall be subject to interest charges of 1.5% per month.  Customer acknowledges and agrees that Euphonic has the right to stop work, or otherwise withhold further services upon non-payment or other breach of this Agreement. Euphonic’s acceptance of late payment does not waive any right to receive full payment under these Terms and Conditions.

In the event Euphonic takes any action to enforce the terms of this Agreement and/or collect payment, Customer hereby agrees to pay all costs incurred in connection therewith, including, without limitation, all reasonable attorneys' fees, expenses, and court costs incurred by Euphonic in its sole discretion.  Customer further agrees that exclusive jurisdiction and venue for any claim arising out of or under the terms of this Agreement shall be in a state court of competent jurisdiction in Shelby County, Tennessee, and Customer hereby submits to the jurisdiction and venue of such court.

August 2002, February 2006, June 2007

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