These Terms and Conditions of Sale (the “Agreement”) are entered into by and between Video Store Age, LLC, a limited liability company organized under the laws of the State of California, with its principal place of business in Los Angeles, California (“Company,” “we,” “us,” or “our”), and the customer identified on the associated order, invoice, or signature block (“Customer,” “you,” or “your”). Company and Customer are referred to individually as a “Party” and collectively as the “Parties.” By placing an order for custom-made USB drives or any related product or service from Company (collectively, the “Custom Products”), Customer agrees to be bound by this Agreement in its entirety.

1. Acceptance; Formation of Agreement

1.1 Acceptance. Customer’s submission of payment, execution of an order form, delivery of written confirmation, or any other affirmative action indicating intent to purchase Custom Products from Company constitutes Customer’s full, knowing, and voluntary acceptance of, and agreement to be bound by, every provision of this Agreement. Customer represents that Customer has read this Agreement, has had an adequate opportunity to consult independent counsel, and enters into this Agreement freely.

1.2 Entire Agreement; Order of Precedence. This Agreement, together with any order form, statement of work, or invoice expressly referencing this Agreement, constitutes the complete and exclusive statement of the understanding between the Parties and supersedes all prior or contemporaneous proposals, negotiations, communications, and representations, whether oral or written. In the event of any conflict between this Agreement and any Customer-issued purchase order, ordering document, click-through, or pre-printed terms, the terms of this Agreement shall control, and any additional or different terms proposed by Customer are expressly rejected.

1.3 No Reliance. Customer acknowledges that, in entering into this Agreement, Customer has not relied on any statement, representation, assurance, or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement.

2. Custom Products; Specifications

2.1 Nature of Custom Products. The Custom Products are custom-manufactured goods designed, programmed, configured, or otherwise prepared to Customer’s specifications and are not held in standard inventory. Customer acknowledges that the Custom Products are “specially manufactured goods” within the meaning of California Commercial Code § 2201(3)(a) and related authority.

2.2 Specifications. Customer is solely responsible for the accuracy, completeness, and lawfulness of all specifications, artwork, content, files, data, logos, text, images, audio, video, firmware, and other materials Customer supplies or approves for inclusion on or with the Custom Products (collectively, “Customer Content”). Company is entitled to rely conclusively on Customer’s specifications and approvals and has no duty to investigate, verify, or second-guess them.

2.3 Changes. Once Customer has approved specifications and production has been scheduled or commenced, no changes, cancellations, or reworks will be accepted except in Company’s sole discretion and subject to additional charges, including without limitation setup, tooling, raw material, labor, and rush fees.

2.4 Non-Cancellable; Non-Returnable. BECAUSE THE CUSTOM PRODUCTS ARE CUSTOM MANUFACTURED TO CUSTOMER’S ORDER, ALL ORDERS ARE FINAL, NON-CANCELLABLE, AND NON-REFUNDABLE ONCE ACCEPTED BY COMPANY. CUSTOMER EXPRESSLY WAIVES ANY RIGHT OF CANCELLATION, RESCISSION, OR RETURN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

3. Pricing, Payment, and Taxes

3.1 Pricing Policy. All Custom Products are sold at the prices set forth in Company’s then-current written price list, quotation, or order form (the “Pricing Policy”). Customer acknowledges and agrees that the Pricing Policy is established solely by Company and may be updated from time to time for future orders. By placing an order, Customer unconditionally commits to and accepts the Pricing Policy applicable to that order.

3.2 Payment in Full, In Advance. Payment for all Custom Products is due in full, in advance, and as a condition precedent to Company’s obligation to commence or continue production. No order shall be deemed accepted, and no production shall be scheduled, until Company has received cleared funds in the full amount of the order. All payments are payable in U.S. dollars and are non-refundable except as expressly stated in this Agreement.

3.3 Taxes. Prices are exclusive of all sales, use, excise, value-added, customs, and other governmental taxes, tariffs, duties, and assessments (other than taxes on Company’s net income), all of which are the sole responsibility of Customer.

3.4 No Set-Off. Customer shall pay all amounts due under this Agreement without set-off, counterclaim, deduction, or withholding of any kind. Customer’s obligation to pay is absolute and unconditional.

3.5 Late Payment; Collection. Any amount not paid when due shall accrue interest from the due date until paid at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer shall reimburse Company for all costs incurred in collecting past-due amounts, including reasonable collection agency fees and court costs (it being understood that each Party otherwise bears its own attorneys’ fees as set forth in Section 13.4).

4. Delivery; Title; Risk of Loss

4.1 Delivery Estimates. Any delivery dates quoted by Company are estimates only. Company shall not be liable for, and Customer shall have no remedy (including any right to cancel, refuse, or claim damages) arising from, any delay in production, shipment, or delivery.

4.2 Shipment Terms. Unless otherwise agreed in writing, shipments are F.O.B. Company’s facility. Title and risk of loss pass to Customer upon Company’s tender of the Custom Products to the carrier.

4.3 Inspection; Acceptance. Customer shall inspect the Custom Products promptly upon receipt. Any claim of non-conformity, shortage, or damage must be made in writing within five (5) business days of delivery, failing which the Custom Products shall be deemed finally and irrevocably accepted by Customer.

5. No Satisfaction Guarantee; Disclaimer of Warranties

5.1 No Satisfaction Guarantee. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CUSTOMER IS NOT PURCHASING, AND COMPANY IS NOT PROVIDING, ANY GUARANTEE OR ASSURANCE THAT THE CUSTOM PRODUCTS WILL MEET CUSTOMER’S SUBJECTIVE SATISFACTION, AESTHETIC PREFERENCES, COMMERCIAL EXPECTATIONS, OR BUSINESS OBJECTIVES. CUSTOMER SHALL HAVE NO RIGHT TO ANY REFUND, CREDIT, DISCOUNT, REPLACEMENT, DAMAGES, OR PENALTY OF ANY KIND BASED ON DISSATISFACTION WITH, OR ANY ALLEGED FAILURE OF THE CUSTOM PRODUCTS TO MEET, CUSTOMER’S SUBJECTIVE OR SUBJECTIVELY DETERMINED STANDARDS.

5.2 AS-IS. EXCEPT FOR ANY EXPRESS WARRANTY SET FORTH IN A WRITING SIGNED BY AN AUTHORIZED OFFICER OF COMPANY, THE CUSTOM PRODUCTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”

5.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM COMPANY SHALL CREATE ANY WARRANTY.

6. Limitation of Liability; Waiver of Damages

6.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY (INCLUDING ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, OR SUPPLIERS) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ENHANCED, STATUTORY, OR LIQUIDATED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, DATA, OR USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CUSTOM PRODUCTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Liability Cap. COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CUSTOM PRODUCTS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC CUSTOM PRODUCT GIVING RISE TO THE CLAIM.

6.3 No Penalties. Customer expressly waives any right to seek, and Company shall not be liable for, any penalty, fine, forfeiture, or liquidated damages of any kind in connection with any alleged failure, delay, defect, non-conformity, or dissatisfaction relating to the Custom Products.

6.4 Essential Basis. Customer acknowledges that the disclaimers, exclusions, and limitations in this Agreement form an essential basis of the bargain between the Parties, that the pricing of the Custom Products reflects these allocations of risk, and that these provisions shall apply notwithstanding any failure of essential purpose of any limited remedy.

7. Confidentiality

7.1 Confidential Information. “Confidential Information” means any and all non-public information disclosed by or on behalf of Company to Customer, whether before or after the Effective Date and whether in oral, written, visual, electronic, or any other form, including without limitation: (a) Company’s technology, hardware, firmware, software, source and object code, schematics, drawings, processes, methods, know-how, trade secrets, manufacturing techniques, and the design, function, composition, or operation of the Custom Products; (b) Company’s intellectual property, patent applications, pending or issued patents (whether published or unpublished), patent prosecution files, inventions, and improvements; (c) pricing, the Pricing Policy, quotations, discounts, customer lists, and business plans; and (d) the existence and terms of this Agreement. All Confidential Information is and shall remain the sole and exclusive property of Company.

7.2 Obligations of Customer. Customer shall: (a) hold all Confidential Information in the strictest confidence; (b) use Confidential Information solely for the purpose of Customer’s internal, lawful use of the Custom Products and for no other purpose whatsoever; (c) not disclose, publish, reproduce, copy, distribute, transmit, display, perform, license, sublicense, sell, or otherwise disseminate any Confidential Information to any third party without Company’s prior written consent; (d) protect Confidential Information with at least the same degree of care it uses to protect its own most sensitive confidential information, and in no event less than a reasonable standard of care; and (e) not reverse engineer, decompile, disassemble, extract, analyze, probe, or otherwise attempt to derive the source code, structure, sequence, organization, algorithms, or internal workings of the Custom Products or any component thereof.

7.3 Exclusions. The obligations in Section 7.2 shall not apply to information that Customer can demonstrate by contemporaneous written records: (a) was lawfully in its possession, free of any duty of confidentiality, before receipt from Company; (b) is or becomes publicly known through no act or omission of Customer; (c) is lawfully received from a third party without restriction and without breach of any duty owed to Company; or (d) is independently developed by Customer without use of or reference to Confidential Information.

7.4 Compelled Disclosure. If Customer is legally compelled to disclose any Confidential Information, Customer shall, to the extent legally permitted, provide Company with prompt prior written notice and reasonable cooperation so that Company may seek a protective order or other appropriate remedy. Customer shall disclose only that portion of Confidential Information that is legally required to be disclosed.

7.5 Survival. The obligations of confidentiality set forth in this Section 7 shall survive termination of this Agreement and shall continue in perpetuity with respect to trade secrets, and for a period of ten (10) years from disclosure with respect to all other Confidential Information.

7.6 Injunctive Relief. Customer acknowledges that any breach of this Section 7 will cause Company irreparable harm for which monetary damages would be inadequate, and that Company shall be entitled to seek injunctive, equitable, and other relief, in addition to any other remedies available at law or in equity, without the requirement of posting bond or proving actual damages.

8. Proprietary Technology and Intellectual Property

8.1 Ownership. Customer acknowledges and agrees that the Custom Products incorporate proprietary technology, designs, firmware, software, processes, and methods of Company (the “Company Technology”) that is owned exclusively by Company and is protected by United States and international intellectual property laws. Company Technology includes, without limitation, certain inventions, trademarks, and/or designs that are registered and/or the subject of pending applications with the United States Patent and Trademark Office (USPTO).

8.2 Reservation of Rights. Except for the limited right to use the Custom Products for their intended purpose as expressly granted herein, no license, right, title, or interest in or to any Company Technology, intellectual property, trademark, service mark, trade dress, copyright, patent, trade secret, or know-how is granted to Customer, whether expressly, by implication, by estoppel, or otherwise. All rights not expressly granted are reserved to Company.

8.3 Prohibited Acts. Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works based upon the Custom Products or any Company Technology; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the structure or source code of any Company Technology; (c) remove, obscure, or alter any proprietary notice, label, or marking affixed to or embedded in the Custom Products; (d) use, register, or attempt to register any Company trademark, trade dress, logo, or any confusingly similar mark; (e) sell, lease, sublicense, distribute, or otherwise transfer the Custom Products to any third party in a manner that would compete with Company or reveal Company Technology; or (f) use the Custom Products to develop any competing product or service.

8.4 Enforcement; Prosecution. Customer acknowledges that any unauthorized use, disclosure, reproduction, reverse engineering, infringement, misappropriation, or other breach of Company’s intellectual property rights will cause substantial and irreparable harm to Company. Company expressly reserves, and shall vigorously pursue and prosecute to the fullest extent permitted by law, all civil, equitable, administrative, and criminal remedies available in connection with any such breach, including, without limitation, injunctive relief, monetary damages, statutory damages, disgorgement of profits, and referral to appropriate authorities for criminal prosecution under federal and state intellectual property, trade secret, computer fraud, and related laws.

8.5 Feedback. If Customer provides any suggestions, comments, ideas, or other feedback to Company regarding the Custom Products (“Feedback”), Customer hereby irrevocably assigns to Company all right, title, and interest in and to such Feedback, and Company shall be free to use such Feedback for any purpose without restriction or compensation to Customer.

9. Customer Representations, Warranties, and Covenants

Customer represents, warrants, and covenants that: (a) Customer has full power, authority, and legal right to enter into and perform this Agreement; (b) Customer’s execution and performance of this Agreement will not violate any law, regulation, order, or agreement binding on Customer; (c) all Customer Content provided to Company is owned or properly licensed by Customer and does not and will not infringe, misappropriate, or violate any third-party intellectual property, privacy, publicity, or other rights, or any applicable law; (d) Customer will use the Custom Products solely for lawful purposes and in compliance with all applicable federal, state, local, and foreign laws, regulations, export controls, and sanctions; and (e) Customer will not use the Custom Products in any manner that could damage, disable, overburden, or impair Company’s systems, reputation, or intellectual property.

10. Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Company and its officers, directors, members, managers, employees, agents, affiliates, successors, and assigns (the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (a) Customer Content or Customer’s specifications; (b) Customer’s use, distribution, resale, or misuse of the Custom Products; (c) any breach or alleged breach by Customer of this Agreement, including without limitation Sections 7 (Confidentiality), 8 (Intellectual Property), and 9 (Representations and Covenants); (d) Customer’s negligence, gross negligence, or willful misconduct; and (e) any violation by Customer of any law, regulation, or third-party right. Notwithstanding Section 13.4, the right to recover indemnified amounts under this Section 10 includes all reasonable attorneys’ fees and costs incurred by the Indemnified Parties in defending the underlying third-party claim.

11. Breach and Remedies

11.1 Material Breach by Customer. Each of the following shall constitute a material breach of this Agreement by Customer: (a) failure to pay any amount when due; (b) any breach of Section 7 (Confidentiality) or Section 8 (Intellectual Property); (c) any unauthorized use, disclosure, reproduction, or reverse engineering of the Custom Products or Company Technology; (d) any filing for bankruptcy, insolvency, receivership, or assignment for the benefit of creditors; or (e) any other breach of this Agreement that is not cured within ten (10) days after written notice from Company, except that breaches under clauses (b), (c), and (d) shall not be entitled to any cure period.

11.2 Remedies of Company. Upon any material breach by Customer, Company may, in its sole discretion and in addition to all other rights and remedies available at law or in equity: (i) suspend or terminate this Agreement and/or any open orders; (ii) withhold shipment and retain all amounts paid by Customer as liquidated damages reasonably related to Company’s investment in custom production; (iii) seek injunctive and equitable relief without bond or proof of damages; (iv) recover all damages, including consequential damages and lost profits; and (v) pursue and prosecute all available civil, equitable, administrative, and criminal remedies to the fullest extent permitted by law.

11.3 Cumulative Remedies. All rights and remedies of Company are cumulative and may be exercised singularly, concurrently, or successively.

11.4 Survival. Sections 2.4, 3, 5, 6, 7, 8, 9, 10, 11, 12, and 13, together with any other provision that by its nature should survive, shall survive termination or expiration of this Agreement.

12. Force Majeure

Company shall not be liable or responsible for any failure or delay in performance under this Agreement to the extent caused by acts or events beyond its reasonable control, including without limitation acts of God, fire, flood, earthquake, pandemic or epidemic, war, terrorism, riot, civil disturbance, strike or labor dispute, supply chain disruption, shortage of materials or components, embargo, governmental action, cyberattack, utility failure, or internet or telecommunications disruption.

13. Governing Law; Venue; Dispute Resolution

13.1 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort, statute, or otherwise) arising out of or relating to this Agreement, the Custom Products, or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.2 Exclusive Venue. The Parties irrevocably agree that any action, suit, or proceeding arising out of or relating to this Agreement shall be brought and maintained exclusively in the state or federal courts of competent jurisdiction located in Los Angeles County, California, and each Party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on venue or forum non conveniens.

13.3 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13.4 Attorneys’ Fees and Costs. Except as expressly provided in Section 10 (Indemnification), in any dispute, action, or proceeding arising out of or related to this Agreement, each Party shall bear its own attorneys’ fees, expert fees, and costs, regardless of which Party prevails.

13.5 Statute of Limitations. To the maximum extent permitted by law, any claim by Customer arising out of or relating to this Agreement or the Custom Products must be commenced within one (1) year after the cause of action accrues; otherwise, such claim is permanently barred.

14. General

14.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the Parties.

14.2 Assignment. Customer may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Company’s prior written consent. Any attempted assignment in violation of this Section is void. Company may freely assign this Agreement.

14.3 Notices. All notices to Company under this Agreement must be in writing and sent to Company’s principal business address. Notices to Customer may be sent to the address, email, or account information provided by Customer at the time of order.

14.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the Parties’ original intent.

14.5 No Waiver. No failure or delay by Company in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of any right, power, or remedy.

14.6 Amendments. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in a writing signed by an authorized officer of Company. For clarity, Company may update its Pricing Policy and non-material administrative terms from time to time with respect to future orders.

14.7 Headings; Construction. Headings are for convenience only and have no legal effect. The word “including” means “including without limitation.” Each Party has had the opportunity to review and negotiate this Agreement, and any rule of construction against the drafter shall not apply.

14.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14.9 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and no other person or entity shall have any right or remedy hereunder.

15. Acknowledgment

CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT LEGAL COUNSEL, AND AGREES TO BE BOUND BY ITS TERMS. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS OF WARRANTY, LIMITATIONS OF LIABILITY, WAIVERS OF DAMAGES AND PENALTIES, CONFIDENTIALITY OBLIGATIONS, INTELLECTUAL PROPERTY PROTECTIONS, AND CHOICE-OF-LAW AND VENUE PROVISIONS SET FORTH HEREIN.