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Third Party Custodian User Agreement

This Third Party Custodian User Agreement ("Agreement") is between you ("Producer") and 2257Sentry, LLC ("Custodian"). By signing below, Producer agrees that he/she has read and agrees with this Agreement and intends to be bound thereby.

1.  Definitions

a.  "Attorney General" means the U.S. Attorney General and its designated agents, representatives, and subordinates
b.  A "Record" is any information pertaining to a specific performer or visual depiction, including copies of the visual depiction, as well as a performer's identification document and/or picture identification card.
c.  A “Visual Depiction” has the same meaning as set forth in 18 USC §2256(5).

2.  Services

a.  In consideration of the fees payable by Producer, Custodian hereby agrees to act as the non-employee custodian of records as defined in 28 CFR §75.2(h) (the “Services”).  Custodian assumes no responsibility for the content, accuracy, or completeness of any Record provided to Custodian by Producer.
b.  Custodian will store valid Records for seven (7) years from the date such Records are received by Custodian.
c.  Producer may identify Custodian as its non-employee custodian of records for only those valid Records received and accepted by Custodian, and shall use and display the compliance statement as provided to Producer from Custodian.
d.  Valid Records will be available for inspection by the Attorney General at the premises of Custodian.
e.  Custodian shall not use or disclose any Records except as required its compliance with 28 C.F.R. § 75.

3.  Producer Obligations

a.  Producer acknowledges and agrees that except for Custodian’s maintenance and storage of the Records on behalf of Producer, Producer remains responsible for all other obligations as set forth in 28 C.F.R. §75 and 18 USC §2257.
b.  Producer agrees to maintain duplicate copies of all Records at Producer’s place of business, and shall make such duplicate copies available to Custodian upon request.
c.  Producer agrees to promptly notify Custodian of any updates or modifications in the Records.
d.  Any digital video discs or videotapes associated with the Records may be stored and maintained by Custodian at Custodian’s then-current rates.

4.  Fees

a.  Producer hereby authorizes Custodian to charge Producer’s credit card entered below to pay for Producer’s monthly membership Services fees at the then-current standard monthly Services rate.  Producer agrees to be personally liable for all charges incurred by Producer during or through the use of the Services. Producer’s liability for such charges shall continue after termination of the Services.
b.  Unless and until Producer notifies Custodian that Producer wishes to cancel or terminated the Services, Producer hereby agrees and authorizes Pepper Law Group, LLC or its designated agent or assignee to automatically renew the Services on a continuing monthly basis and to charge Producer’s credit card (or other approved facility) to pay for the ongoing cost of the Services.
c.  Producer further agrees that Producer must promptly inform Custodian of any and all the following: loss or theft of the credit card used to pay for the Services; changes in the expiration date of the credit card; changes in billing address; and all other changes pertaining to Producer’s credit card account used to pay for Services pursuant to this Agreement which may affect Custodian’s ability to expeditiously obtain payments due to Custodian. Producer agrees that Producer will remain liable for any unauthorized use of the Services, until Producer has notified Custodian by email at info@2257sentry.com.
d.         In the event Producer’s financial institution rejects Producer’s credit card (or other approved facility) transaction or any fraudulent claims are made on any of Producer’s credit card (or other approved facility) transactions, Producer acknowledge and agree that Custodian reserves the right to charge Producer’s credit card (or other approved facility) US$30.00 per chargeback.
e.         If Custodian refers Producer’s uncollected credit card (or other approved facility) transaction to an outside billing service, collection agency, and/or attorney, Producer agrees to be responsible for all such costs, damages, expenses and fees that are incurred in the process of resolving any debt created by such transaction. Producer agrees and acknowledges that Producer’s personal account information may be submitted to various credit bureaus and/or national verification systems to collect any sums due Custodian, and Producer further acknowledges and agrees that such submission may affect Producer’s personal credit rating and may block Producer from processing further transactions.

5.  Termination

b.  Custodian may terminate this Agreement upon thirty (30) days prior notice to the e-mail address provided by Producer.
c.  Upon termination of this Agreement, Producer must immediately remove any references to Custodian as its custodian of records from any location in which Custodian is identified.
d.  Upon termination of this Agreement, Custodian shall have no further obligations to store or maintain the Records, and upon Producer’s request, shall deliver all Records in Custodian’s possession at Producer’s expense.

6.  Warranties

a.  Custodian warrants to Producer that the Services will be performed in a professional manner, consistent with generally-accepted industry standards.  For any breach of the foregoing warranty, Producer’s exclusive remedy, and Custodian’s sole obligation, is the re-performance of the deficient Services.  OTHER THAN THE WARRANTY SET FORTH ABOVE, CUSTODIAN MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO ANY SERVICES.  CUSTODIAN EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
b.  Producer warrants that any digital reproduction of a performer's identification document and/or picture identification card submitted as part of a Record is an authentic reproduction of the original document, except for any redactions to exclude personal information such as the performer's home address or social security number.

7.  Limitation of Liability; Indemnification

a.  Custodian’s aggregate liability to Producer for damages concerning performance or nonperformance by Custodian or in any way related to this Agreement, and regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, shall not exceed the amount of monthly Services fees paid by Producer for the three (3) months preceding the occurrence of liability.
b.  In no event will Custodian be liable for any indirect, incidental, special, punitive or consequential damages, including without limitation damages for lost data or lost profits, even if Custodian has been advised as to the possibility of such damages.
c.  Producer agrees to defend, indemnify, and hold Custodian, its members, employees, agents, and assigns harmless from and against any and all claims, actions, losses, expenses, damages, demand, obligation, liabilities, debt and costs (including reasonable attorneys' fees), resulting from (i) any breach or violation of this Agreement by Producer, (ii) any errors or omissions in the Records, and/or (iii) Producer’s violation of any third party right, including without limitation any copyright, property, or privacy right.  This defense and indemnification obligation will survive termination of this Agreement and your use of the Services.

8.  Modifications

Custodian reserves the right to modify these terms and conditions at any time upon at least two (2) days prior email notice to Producer.

9.  General

a.  Assignment.  Producer may not assign this Agreement without Custodian’s prior written consent, which consent shall not be withheld unreasonably.
b.  Relationship between the Parties.  Custodian is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.
c.  Force Majeure.  Except for Producer’s payment obligations under this Agreement, neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control.
d.  Governing Law and Venue.  This Agreement and your use of the Services shall be governed by, construed and enforced in accordance with the substantive laws of the State of New Jersey applicable to contracts made, executed and wholly performed in that State, and, for the purposes of any and all legal or equitable actions, Producer specifically agrees and submits to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of New Jersey and County of Somerset and agrees Producer will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise; provided, however, that notwithstanding the foregoing, Producer agrees that Custodian has the right to commence and prosecute an action against Producer in connection with this Agreement, in Producer’s home jurisdiction.
e.  Waiver.  The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
f.  Severability.  If any part of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other parts of the Agreement.
g.  No Legal AdviceCustodian does not provide legal advice under this Agreement, and no attorney-client relationship is established by this Agreement.  Producer must enter into a separate written engagement agreement with Custodian in order to receive legal services.
h.  Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof.
Producer represents and warrants that he or she is duly authorized to agree to these terms on behalf of the party he or she represents.  Producer has read, understands and agrees to the terms and conditions of this Agreement.  This Agreement shall be effective as of the date you click "I agree."

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