Terms and Conditions


This Chiropractic Commercial Limited License Agreement (“Agreement”) dated _____________ , 2012 (“Effective
Date”) is by and between Red Horizon Films, Inc., a California corporation ("Red Horizon" or “Licensor”) and
_________________ a _____________ (“Licensee”), collectively (the “Parties”).

Red Horizon is in the business of producing affordable standardized television Commercials to licensed
professionals in the chiropractic care industry. Red Horizon retains all ownership and intellectual property
rights and licenses the right to use its Commercials under certain terms and conditions to its customers for a
fee in specified geographic areas.
Licensee desires to obtain such a license in accordance to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises, and the representations, warranties, covenants and conditions
contained herein and for other good and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the Parties hereby agree as follows:

Incorporation of Recitals. The recitals above are hereby incorporated by reference to this Agreement.

Contractual Variable Terms. The following terms used within this Agreement are specifically defined as follows:
a. “Media Zone”

“Minimum Term”
___________ Months. (minimum number of Months)
“Monthly License Fee”
___________ per Month, per Commercial.
“Total Contract Price” ____________ (Minimum Term x Monthly License Fee)

Commercial Defined. For the purposes of this Agreement, the term “Commercial” means, any commercial, moving
images, animations, films, videos or other audio/visual representations, recorded in any format that are controlled by or
obtained, directly or indirectly, by Red Horizon.

Grant of License. So long as the Licensee is not in default and throughout the Term of this Agreement, the Licensor
grants to Licensee a non-exclusive, non-transferable license to use the Commercial(s) subject to the terms, conditions and
limitations contained within this Agreement.

Limited Use: The Licensee’s right to use the Commercial(s) is specifically limited as follows:
a. Form. The Commercial(s) may only be used in an unmodified form as received from Licensor without any
edits or modifications not specifically produced by Licensor; and,
b. Media Zone. The Commercial(s) may only be aired or delivered to consumers or businesses that reside or
are located in the geographical Media Zone stated herein. The Commercial(s) may not be used by Licensee to
be aired outside of the Media Zone.
c. Sub-License Prohibited. The Licensee may not rent, lease, lend, sell or sublicense the Commercial(s) to
another person, company or other entity.
d. Personal to Licensee. The Commercial(s) may only be used for the promotion of the Licensee’s reputation,
image and goodwill only and for no other business or entity.
e. Moral / Legal Restrictions. The Commercial(s) may not under any circumstances be used in or in
conjunction with pornographic, defamatory, obscene, fraudulent, libelous, infringing, immoral, or illegal

Term. The Term of the grant of license shall be on a Month-to-Month basis. A Month begins on the first day of each

Commercial Limited License Agreement

calendar month at 12:01am and ends at 11:59 PM on the last day of each month. Until such time that a Notice of
Termination is delivered by one Party to the other Party, the Term automatically renews at the beginning of each new

Licensing Fees. The Licensee agrees to pay the Licensor the Monthly Licensing Fee on the first day of each Month
throughout the Term of this Agreement. Any Monthly Licensing Fee not received by the Licensor by the 5th day of the
Month shall be subject to an additional fee equal to 10% of the Monthly Licensing Fee. The Licensee agrees to pay
Monthly Licensing Fee each Month until the Total Contract Price is fully paid.

Delivery. The Commercial(s) will be delivered by Licensor to Licensee or its agent within a reasonable timeframe
following the receipt of the Licensee’s custom tag instructions and receipt of the media upload instructions from Licensee’s
cable station or network.

Copyright. The Licensee understands and agrees that Licensor claims copyright protection for the Commercial(s). Such
Commercial(s) are copyrighted for the use of Licensor and its licensees and are protected by United States Copyright laws,
international treaty provisions and other applicable laws. No title or intellectual property rights in the Commercial(s) are
transferred to Licensee. Licensor retains all rights not expressly granted by this Agreement.

Reproduction / Derivative Works. The Commercial(s) and any derivative work thereof may not be sold, licensed,
reproduced, distributed or displayed, stock or effects imagery elements, made available as downloadable files or included
in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These terms apply even
if the Commercial(s) have been significantly altered. Copies of works (DVDs, Home Videos, Music Videos, Training
Videos, etc.) incorporating the Commercial(s) may not be reproduced sold or distributed.

Limitations of Liability / Liquidated Damages. Licensor will not be liable to Licensee for any special, indirect,
consequential, punitive, or incidental damages (including, without limitation, damages for loss of business profits, business
interruption, fines, loss of business information, or any other pecuniary loss arising out of the use of or inability to use the
Commercial(s). Licensor will not be liable to Licensee for any violations of Licensee’s State Board requirements, Federal
Trade Commission laws or regulations, National Chiropractic Board of Examiners Regulations or any other medical or
official board or entity that governs advertising, marketing or claims/testimonials in Licensee’s State or others. Given
the fact that potential damages by Licensee are difficult to ascertain if the Commercial(s) cannot air due to the negligence
or breach by Licensor, the Parties agree in advance that Licensee shall accept the Monthly License Fee actually paid by
Licensee to Licensor for the Month that the Commercial(s) could not air as liquidated damages.

Refunds. Due to the nature of the commercial and film making industry and the labor required to produce the
Commercial(s) to include Licensee’s content, there are no refunds or exchanges. Any errors in the Commercial are the
responsibility of the Licensor to identify and request a re-edit. Any errors in editing will be modified or corrected at no
expense to the licensor.

Termination by Licensor. The Licensor can unilaterally terminate the license that is the subject of this Agreement at any
time, without cause, in Licensor’s sole business judgment, effective immediately. In such a circumstance, the Licensor
will send to Licensee a Notice of Termination stating the effective date of the termination of the license. The Notice of
Termination can be sent by mail or email.

Termination by Licensee. The Licensee can terminate the license with a minimum of 30 days advance written Notice of
Termination at any time after the Minimum Term. Such termination will be effective 31 days after the Licensor receives
the written notice of termination or such date that Licensee requests after the 31 day period.

Model Releases / Clearances. Commercial(s) with model releases and/or property releases will be marked accordingly
on the Licensor’s website. Commercial(s) which contains the likenesses or images of individuals and for which no model
release is available will be marked "editorial". Licensor does not otherwise provide any trademark or copyright clearances
or model or property releases with respect to the Commercial(s). Licensee shall be solely responsible for determining
whether one or more clearances or releases are required in connection with any proposed use of Commercial(s). Licensee
acknowledges that some jurisdictions prevent the use of a person's image, likeness or property for commercial purposes
without their written consent.

Commercial Limited License Agreement

Limitations on Warranties. Licensor grants no rights and makes no warranties, other than those specifically set
forth herein, with regard to the use of names, people, trademarks, trade dress or copyrighted designs or works of art or
architecture depicted in any Commercial(s). Licensor makes no representations or warranties regarding whether or not any
additional fees or payments may be due to any union, association or other organization for use of any Commercial(s).

The Commerical(s) is provided "as is" without warranty of any kind, either express or implied, including, but not limited
to the implied warranties of merchantability, or fitness for a particular purpose. Except as otherwise specifically set forth
in this agreement, Licensor grants no rights and makes no representations or warranties with respect to the use of any
names, trademarks, logotypes, music, likenesses, copyrighted designs or works of art or architecture depicted or otherwise
incorporated in any commercial(s) marked editorial. It is Licensee’s responsibility to assure that all necessary rights,
consents, or permissions are obtained as may be required for their use of any Commercial(s) in their jurisdiction.

Infringement Claim / Duty to stop use. Upon notice from Licensor or if Licensee learns that any Commercial(s) is
subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Licensor
may be liable, or if Licensor removes any Commercial(s) for any reason, Licensee must immediately notify Licensor and
remove the Commercial(s) from its computer systems and storage devices (electronic or physical) and, cease any future
use of the removed Commercial(s) at Licensee’s. Licensor shall provide to Licensee a comparable Commercial(s) (which
comparability will be determined by Licensor in its reasonable commercial judgment) at no additional cost to Licensee.

Indemnity. Licensee agrees to indemnify and hold Licensor and its subsidiaries, parent company, affiliates, partners,
officers, employees, shareholders, directors and suppliers harmless against any damages or liability of any kind arising
from any use of the Commercial(s) other than the uses expressly permitted by this Agreement.

Mediation. The Parties hereto agree to mediate any dispute or claim between them, which arise out of this Agreement,
or out of any resulting transaction, before resorting to litigation. Mediation fees, if any, shall be divided equally among
the parties involved. If any Party commences an action in litigation without first attempting to resolve the matter through
mediation, or refuses to mediate after a request has been made, then that Party shall not be entitled to recovery attorney
fees, even if they would otherwise be available to that Party in any such action.

Entire Agreement. This Agreement is an integrated contract expressing the entire agreement of the Parties and supersedes
all prior and contemporaneous oral and written agreements.

Severability. In the event any provision of this Agreement or the application thereof to any circumstances shall be
held by a court of competent jurisdiction to be invalid, illegal or unenforceable, or to be excessively broad as to time,
duration, activity or subject, it shall be construed to be limited or reduced so as to be enforceable to the maximum extent
allowed by applicable law as it shall then be in force, and if such construction is not feasible, then such provisions of this
Agreement shall remain in full force and effect.

Choice of Law / Venue. This Agreement its validity, construction, interpretation and legal effect shall be governed by and
construed in accordance with the laws of the State of California. Any action or proceeding arising out of or relating to this
Agreement shall be brought only in the state or federal courts located in the County of Orange, State of California, and the
Parties hereby irrevocably agree to be subject to the jurisdiction of such courts and to service of process by mail or in any
other manner permitted by California law.

Attorneys’ Fees. In the event of any litigation or other dispute arising as a result of or by reason of this Agreement, the
prevailing Party in any such litigation or other dispute shall be entitled to, in addition to any other damages assessed, its
reasonable attorneys’ and experts’ fees and costs, and all other costs and expenses incurred in connection with settling or
resolving such dispute, unless the prevailing Party did not comply with the Mediation provision above.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which
together shall constitute one and the same instrument.

Survival. The obligations contained within this Agreement shall survive termination of the license.