Independent Affiliate Artist's Supply and Royalty Agreement (Non-Exclusive) for LEDSignStudio.com

Key Points in Plain English

You agree to all current Terms of Use, Membership Agreement and this Agreement when you access and use this site.

You agree to register under your legal name and follow all site rules and procedures. You certify that you are of legal age to form a contract.

You agree that you are providing original NON-EXCLUSIVE content for use by LED Sign Studio customers.

You certify that you own all copyrights for content submitted by you, free from any claims or encumbrances, and that you have the absolute exclusive right to publish and sell that content.

You grant LED Sign Studio the non-exclusive license to alter, publish and sell or sub-license all of the "non-exclusive" content provided to the site by you, although you may not license or sell the same content to a competitor of LED Sign Studio.

You agree to respect all copyrights and intellectual property rights for all materials on the site. You will not infringe on anybody's copyrighted works in any way.

You shall be paid according to the currently published Royalty Payment Schedule for Non-Exclusive Content for all of your content that has been licensed to end-users in the previous month.

You are an Independent Contractor for LED Sign Studio and shall represent yourself in no other capacity. You are responsible for all income and other tax payments.

LED Sign Studio cannot guarantee the compliance of end-users to the terms of their Content Licensing Agreements.

You agree to apply common sense and decency when posting anything to the site.

You agree that access and use of this site is solely at your own risk – there are no warranties whatsoever.

Although LED Sign Studio may edit or remove content in its sole discretion, you are solely responsible for any content uploaded under your member name and account.

You agree to be 100% financially responsible for any damages resulting from your breach of this Agreement or violation of any other party's copyright or other intellectual property, including payment of attorney's fees and court costs. You agree to fully indemnify LED Sign Studio for any damages resulting from your breach of agreement(s) or misconduct.

LED Sign Studio reserves the right to terminate this Agreement and your access to the site in their sole discretion for violations of this or any other related agreement(s) made with LED Sign Studio.

Detailed Agreement

This Agreement governs the terms by which graphic artists, videographers, photographers, and other artists provide pictures, graphics, videos, and other media content for download to the members of the LEDSignStudio.com community, on a non-exclusive basis through the website located at www.LEDSignStudio.com (the "Site"). This Independent Affiliate Artist's Supply Agreement is in addition to the Terms of Use and Membership Agreement applicable to the Site, which are incorporated by reference and made part of this Agreement.

The Site is operated by LED Sign Studio, Inc. ("LED Sign Studio" or "Publisher").Your access to and use of the Site is subject to the terms and conditions of this Agreement, the Membership Agreement and the Terms of Use, and all applicable laws. By accessing and browsing our Site, you accept, without limitation or qualification, these terms and conditions. If you do not agree to them, please DO NOT USE THIS SITE. Your continued use of our Site evidences your agreement to be bound by each of the Terms of Use, the Membership Agreement, this Independent Affiliate Artist's Supply Agreement, our Privacy Policy, all applicable Content Licensing Agreements and applicable Extended Licenses, and Intellectual Property Transfer Agreements. Your continued use of our Site further constitutes a legally binding contract between you and LED Sign Studio. In the event of any inconsistency between this Agreement and the Membership Agreement and/or the Terms of Use, the terms of this Agreement shall govern.

Purpose

This Agreement is created to define the rights and responsibilities of LED Sign Studio and Artist pertaining to the use, reproduction, alteration, distribution, and sale of graphic images, designs, photographs, videos, and any other artistic materials supplied by Artist to LED Sign Studio via electronic upload to the LEDSignStudio.com website for potential use by LED Sign Studio customers under a separate Content Licensing Agreement and/or Extended Content Licensing Agreement.

Artist's Provision of Content

Artist is hereby granted the authority to make Content available to LEDSignStudio.com members by following the "Upload" policies and procedures identified on the relevant portion of the Site.

The "Content" supplied by Artist may include software, photographs, illustrations, animations, video files, animations, flash files, data files, code snippets and other material. LED Sign Studio, in its sole discretion, may determine what portion or portions of Content is suitable for posting on the Site or through other means of distribution, and only such Content as LED Sign Studio deems suitable will be considered "Acceptable Content" for the purposes of this Agreement.

Artist acknowledges and agrees to be subject to the policies and procedures outlined in the Site, which are hereby incorporated by reference into this Agreement. Any breach of the rules related to Acceptable Content outlined in the Site shall be deemed to be a breach of the Agreement.

LED Sign Studio acknowledges and agrees that as this is a non-exclusive Artist's supply agreement, Artist is free to publish, modify, distribute, copy, or sell uploaded works to the Site to other publishers and in other media. It is understood and agreed, however, that Artist shall not sell or otherwise make available for use any uploaded Acceptable Content to any person or business who is in direct business competition with LED Sign Studio.

Artist's License to LED Sign Studio and Grant of Authority

Artist hereby grants LED Sign Studio and its affiliated companies and websites the non-exclusive license to publish, republish, distribute, alter, modify, crop, repackage with other visual components and/or text, transmit, reproduce, display to the public, sell and/or license or sub-license all of Artist's Acceptable Content submitted to the Site to third parties pursuant to the Site's Content Licensing Agreements or for use in LED Sign Studio's sole discretion and in any media as promotional material for the Site. Artist specifically grants LED Sign Studio with the right and authority to grant perpetual, world-wide licenses or sub-licenses to end-users of the Acceptable Content in accordance with the terms of the Content License Agreements or Extended Licensing Agreements found on the Site, including the right to license or sub-license Acceptable Content as modified, altered, or otherwise customized to the end-users' specifications by LED Sign Studio.

Artist and LED Sign Studio agree that all rights, including title and copyright, in and to the uploaded Acceptable Content from Artist shall be retained by Artist, and that no right, title or interest is granted to LED Sign Studio or third-party end- users of the Acceptable Content except as provided in this Agreement and the Content Licensing Agreement and/or appropriate Extended Licensing Agreements. While LED Sign Studio may display Acceptable Content on the Site to prospective buyers and Site Members, LED Sign Studio shall not distribute or sell Acceptable Content to any third party for the purposes of re-sale or re-license other than as contemplated and agreed herein.

Intellectual Property Rights

Artist acknowledges that the name LED Sign Studio, Inc., Publisher's trade name LEDSignStudio.com, and Publisher's logos and other intellectual property are proprietary names and logos and that Artist is not authorized to use or publish any material bearing the name or logo LED Sign Studio, Inc., LEDSignStudio.com, or any logos or trade materials belonging to Publisher including mailers, handouts, business cards, letterheads, web sites, e-mails or art renderings (in any form) which is not in an approved downloadable form, or format, supplied to Artist by Publisher. Artist is specifically not authorized to use, publish or sign any correspondence bearing LED Sign Studio, Inc.'s, or LEDSignStudio.com's name or logos without Publisher's written consent.

Artist further acknowledges that LED Sign Studio prohibits and shall not allow any Content or other materials to be uploaded that infringes on any intellectual property rights of another, including copyrights, trademarks, patents, as well as other proprietary rights, including but not limited to, trade secrets, rights of privacy, publicity rights.

Warranty of Copyright and Authority to License for Publication

Artist hereby warrants that he/she owns all intellectual property rights, including copyright, in and to the Content uploaded by Artist to the Site, free from any claims of co-authorship or other encumbrances against publication by LED Sign Studio on the Site or by end-user licensees of LED Sign Studio.

To the extent that the Content uploaded by Artist contains images of people or persons, Artist represents and warrants that Artist has obtained a valid and binding model release from all required parties in substantially the same form as provided on the Site that will permit the uses for such Content contemplated in the Content License Agreement. Artist also warrants that where required by applicable law, you have also obtained a valid and binding release in substantially the same form as the property release provided on the Site relating to any identifiable property contained in the Content that might sensibly lead to the identity of or be required by the owner of such property to permit the uses under the Content License Agreement.

Artist agrees that under no circumstances shall LED Sign Studio nor any of its directors, officers, employees, partners, affiliates or agents be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use, any Content uploaded by Artist.

Indemnity

Artist agrees to indemnify, defend and hold LED Sign Studio and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content (collectively, the "LED Sign Studio Parties") harmless from and against any and all claims, suits, liabilities, losses, costs and expenses (including reasonable attorney fees and court costs) incurred by any LED Sign Studio Party as a result of or in connection with: (i) any use or alleged use of the Site or provision of Content under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Member Name; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any LED Sign Studio Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement and the Content License Agreement (or Extended License Agreements) infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party.

LED Sign Studio reserves the right, at Artist's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Artist, and in such case, Artist agrees to cooperate with LED Sign Studio's defense of such claim.

Artist further agrees that LED Sign Studio shall have the right to determine whether and to what extent to proceed against a licensee or other third party (an "Infringer") for any violation of the Content License Agreement, other license agreement or alleged infringement of other rights of the Artist. Artist hereby releases LED Sign Studio from any and all claims Artist might have, either directly or indirectly, arising out of or in connection with a determination by LED Sign Studio to proceed or not to proceed against any Infringer in any instance. LED Sign Studio hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringer, to the extent such monies are intended to compensate LED Sign Studio for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable attorneys' and experts' fees and other litigation costs) incurred by or on behalf of LED Sign Studio in connection with such action, be divided between Artist and LED Sign Studio pursuant to the provisions of the Royalties and Payments section below. In the event LED Sign Studio elects not to proceed against an Infringer, the Artist shall have the right to proceed against such Infringer for such license violation or infringing action. Artist hereby agrees that any monetary recovery it receives as a result of any legal action taken against any such Infringer, to the extent such monies are intended to compensate Artist for lost licensing fees or include statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable attorneys' and experts' fees and other litigation costs) incurred by or on behalf of LED Sign Studio in connection with such action, be divided between Artist and LED Sign Studio pursuant to the provisions of the Royalties and Payments section below.

Royalties and Payments

LED Sign Studio agrees to pay as royalties to Artist a portion of the fees collected in respect of Acceptable Content that is downloaded or otherwise purchased by end-users according to the rate schedule set forth on Appendix "A" to this Agreement, as it may be modified from time to time (the "Rate Schedule"), and the licensing of Content recorded by LED Sign Studio. The parties acknowledge that the Rate Schedule may differentiate among various types of Content, including "Non-exclusive" and "Exclusive" Content, and based upon media presented for upload, such as still images, Flash files, video footage or otherwise in accordance with its terms. The Rate Schedule is subject to change in the sole discretion of LED Sign Studio in the ordinary course of its business without notice by posting such changes on the Site. If at any time the Rate Schedule is not acceptable to the Artist, Artist may refrain from providing additional Content or terminate this Agreement in accordance with its terms. Uploading of new Content shall evidence Artist's consent to the current Rate Schedule as posted at the time of Artist's upload of Content.

Royalty payments shall be made by LED Sign Studio on a monthly basis on or about the 15th day of the month; however, no payments will be issued for amounts under $100.00 in any given month, and any balance under this amount that is not paid by Publisher shall carry over to the next month and be added to that next month's commission payment if over $100.00.

ARTIST shall be entitled to collect as a royalty payment the currently published percentage rate of the licensing fees paid for Non-Exclusive Content provided by Artist for use of Artist's Acceptable Content in the preceding month by LED Sign Studio end-user licensees (see the currently published Royalty Payment Schedule). Any charge-backs or cancellations shall count against Artist's total royalties due in the current or next pay cycle, in that order and as appropriate to the time when occurred. Royalty payments shall be based upon the actual amount paid for each end-user license and subject to any promotions or discounts offered to end-user licensees by LED Sign Studio. Termination of this Agreement for any misconduct or breach by Artist, including but not limited to Artist's violation of LED Sign Studio's policies, this Agreement or the agreements incorporated herein, shall immediately terminate any future claim or entitlement to a royalty for ARTIST for all Content uploaded by Artist with no further recourse.

Artist agrees that no compensation shall be due for the use of Acceptable Content by LED Sign Studio or its affiliated companies for use in promoting the Site.

Artist is an Independent Contractor

Artist acknowledges and agrees that he/she is an Independent Contractor, and not an agent or employee of LED Sign Studio. LED Sign Studio will make no deductions, withholdings or payments for Artist's tax or other obligations including, without limitation, Artist's income tax, social security or federal and state unemployment insurance obligations. The payments of all such items are the sole responsibility of Artist. All costs and expenses incurred by Artist, without limitation, are the sole obligation of Artist. Artist may, at Artist's expense, engage assistants to work for Artist under Artist's control. Artist shall determine Artist's own work hours. Artist is authorized to represent Artist's relationship with Publisher solely as an "Independent Contractor Artist" and in no other capacity.

Artist has no authority to make any agreement on behalf of LED Sign Studio without the express prior written consent of LED Sign Studio.

No Warranty of Content End-Use

LED Sign Studio is not responsible for the content, quality, or consequences of Artist's uploading of any communications or Content. LED Sign Studio reserves the right to delete, move, refuse to accept or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable to LED Sign Studio.

LED Sign Studio shall have the right but not the obligation to correct any errors or omissions in any Content, as it may also determine in its sole discretion.

Content provided by Artist pursuant to this Agreement that becomes Acceptable Content may be purchased and licensed by Site members with the intention that such licensees will adhere to the terms of the Content License Agreement. LED Sign Studio cannot warrant and does not take responsibility for the compliance by end-user licensees of the terms of such agreements, and Artist acknowledges and agrees to the possibility of Content being used in a manner that is not contemplated in this Agreement or the Content License Agreement. Artist also agrees that LED Sign Studio shall have no liability to Artist, his/her heirs, assignees, executors, or any other person claiming Artist's rights for any breach by a licensee of the terms of any agreement respecting Acceptable Content. LED Sign Studio will use commercially reasonable efforts to assist in the protection of your intellectual property rights, at your request and expense.

Representations and Warranties

Artist hereby represents and warrants as follows:

1) Artist is of legal age to enter into this contract and has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Content, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement;

2) Artist affirms that any Content that includes design elements from a design program software shall be in compliance with the end user license agreement, terms of service or the equivalent license held by Artist for such design program software and that such terms allow Artist to incorporate design elements in Content created by Artist, and to license such Content to LED Sign Studio for the purposes set forth herein;

3) All Content uploaded by Artist or at Artist's direction shall be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way;

4) All Content will include all necessary descriptive information to enable its effective marketing on the Site, which information will be complete and accurate in all material respects and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword "doping" or improperly altering search results that would otherwise be applicable to such Content; and

5) All Content delivered to LED Sign Studio hereunder consists of original creations and expressions of subject matter, and no Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party; and,

6) Artist has the unencumbered right to grant the licenses contemplated herein.

Term and Termination

The terms of this agreement shall be in force for a period of one year commencing on the date electronically submitted by ARTIST on Publisher's website, and shall be automatically renewed each year thereafter, subject to the provisions of this Agreement. Electronic approval and submission of this agreement shall have the same effect as a written signature.

Either party may terminate this Agreement, for convenience, and without cause and for no reason, on thirty (30) days written notice to the other. Such notice can be made via e-mail to either party. If to the Publisher, notice shall be sent to: customer_service@ledsignstudio.com. If to Artist, notice shall be sent to Artist's the last known e-mail address. Upon termination of this agreement, Artist shall have no further right, claim, title or interest to any payments beyond those accumulated during the notice period. If LED Sign Studio terminates this Agreement for Artist's misconduct or breach, such termination shall be deemed to be notice of termination of this Agreement and shall be effective immediately.

LED Sign Studio reserves the right to deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) any material misrepresentation made as to the capacity, identity or copyright ownership of Content or Artist provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Artist based on the information provided through the Site as part of the account profile of Artist.

Upon the termination of this Agreement, the grant of authority given to LED Sign Studio shall cease subject to the following conditions: (i) LED Sign Studio shall remove Acceptable Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, LED Sign Studio shall have the right to continue licensing Acceptable Content until it is removed from the Site; and (iii) unless terminated by LED Sign Studio for misconduct or breach of this Agreement, LED Sign Studio will continue, in accordance with this Agreement, to pay compensation due to Artist in respect of licenses granted to end-users during any transitional period, subject to any rights of set-off under this Agreement or at law.

a. Upon termination, LED Sign Studio will be entitled to retain all amounts owing to Artist for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.

b. Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by LED Sign Studio pursuant to this Agreement.

c. Termination of this Agreement shall operate without prejudice to the LED Sign Studio 's rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Warranty of Copyright and Authority to License for Publication, No Warranty of Content End Use, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS WEB SITE AND THE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN. THIS WEB SITE PROVIDES THE INFORMATION, SERVICES AND PRODUCTS ON THIS WEBSITE "AS IS" WITHOUT WARRANTIES OF ANY KIND.

ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE HEREBY DISCLAIMED TO THE FULL EXTENT PERMITTED BY LAW. THIS WEB SITE DOES NOT WARRANT THAT THE USE OF PERFORMANCE OF THIS WEBSITE WILL BE TIMELY, UNINTERRUPTED OR FREE OF ERROR, OR THAT THIS WEBSITE OR ITS SERVER WILL BE FREE OF VIRUSES OR OTHER HARMFUL, DISRUPTIVE OR DESTRUCTIVE FILES OR PROGRAMS THAT MAY BE INADVERTANTLY DOWNLOADED FROM THIS WEB SITE. YOU ALSO AGREE THAT THIS WEB SITE SHALL NOT BE RESPONSIBLE FOR ANY CONTENT FOUND ON THE THIS WEB SITE'S FORUMS AND THAT YOUR USE OF THIS WEB SITE FORUMS AND ANY DOWNLOADING OF MATERIALS FOUND ON OR THROUGHOUT THIS WEB SITE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER OR DATA THAT RESULTS.

IN NO EVENT SHALL LED SIGN STUDIO , ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY LOSS OR INJURY, DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION FROM THE USE OF, RELIANCE UPON, ACCESS TO, EXPLOITATION OR PERFORMANCE OF THIS WEBSITE OR FROM ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH THIS WEBSITE, EVEN IF THIS WEB SITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT APPLICABLE LAW PREVENTS THE EXCLUSION OF LIABILITY FOR CERTAIN WARRANTIES, SUCH EXCLUSION DOES NOT APPLY TO YOU TO THE EXTENT LIMITED BY LAW.

Choice of Law and Forum.

This Agreement and the relationship between Artist and LED Sign Studio shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions. Artist and LED Sign Studio agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California.

Waiver and Severability of Terms.

The failure of LED Sign Studio to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form .

Assignments and Modifications

This Agreement is personal to Artist and is binding upon his/her heirs, executors and legal representatives, and is not assignable by Artist without LED Sign Studio's prior written consent. LED Sign Studio may assign this Agreement without Artist's consent to any other party so long as such party agrees to be bound by its terms.

Modifications of this Agreement must be in writing. LED Sign Studio reserves the right to update and revise this Agreement without notice at any time, therefore you should periodically review this Agreement, the Terms of Use, the Membership Agreement, and related documents posted on our Site. Continued use or accessing of our Site after any modifications to this Agreement, the Terms of Use, the Membership Agreement, or related documents shall constitute your acceptance of these changes.

Statute of Limitations.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. This applies to you and your successors.

Section Headings

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Contact

If you have concerns relating to the Site or this Membership Agreement, please contact LED Sign Studio at customer_service@ledsignstudio.com or via phone at (888) 267-1087

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS INDEPENDENT ARTIST'S SUPPLY AGREEMENT (NON-EXCLUSIVE), THE TERMS OF USE, THE MEMBERSHIP AGREMENT, AND RELATED DOCUMENTS INCORPORATED HEREIN, THAT YOU UNDERSTAND THESE DOCUMENTS, YOU HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO THEM, AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS INDEPENDENT ARTIST'S SUPPPLY AGREEMENT, THE TERMS OF USE, THE MEMBERSHIP AGREEMENT AND RELATED DOCUMENTS INCORPORATED HEREIN, ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LED SIGN STUDIO, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LED SIGN STUDIO RELATING TO THE SUBJECT OF THIS AGREEMENT.