TERMS & CONDITIONS

GM STUDIO DTLA (STUDIO) TERMS AND CONDITIONS

This STUDIO TERMS AND CONDITIONS, which together with the estimate (“Estimate”) attached hereto and incorporated herein by this reference (these “Terms and Conditions”), are effective as of the date set forth in the

Estimate by and between GRAPHICS METROPOLIS, LLC, a California limited liability company, having its principal office at 1313 Carlton Dr, Glendale CA 91205 (“Licensor”) and you (“You”). WHEREAS, Licensor leases the building, having an address at 714 S Hill St, Los Angeles CA 90014 STE 602 (the “Building”); WHEREAS, Licensor has available for license, (i) the Studio as identified in the Estimate (the “Studio”) for purposes mutually agreed to by You and Licensor as identified in the Estimate (the “Event”).

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Studio.

Licensor hereby grants to You a limited and revocable license (the “License”) to use the Estimate’s licensed portions of the Studio for the Event. together with the right to use all other areas in and about the Building which are used in common with others that Licensor expressly permits (the “Common Areas”). The License permits You to use the Studio only for the Event on the Event Date (hereinafter defined) during the Event Time (hereinafter defined), subject to, and upon all of the terms, covenants, and conditions contained in these Terms and Conditions. The License shall not, under any circumstances, be coupled with an interest in the Studio. or the Common Areas. You acknowledge and agree that no more than fifty (60) individuals in the aggregate including, without limitation, your invitees, employees, guests, contractors, service providers, or others connected, whether directly or indirectly, with You will occupy the Studio.

 

2. Event Date and Event Time

The Event shall be held on the date specified on the Estimate (the “Event Date”) between the hours specified on the Estimate, which includes set up and take down time and resetting time in case furniture is moved (the “Event Time”). You and your other independent contractors, contracted vendors, and service providers retained by You to provide services for the Event (collectively, “Your Service Providers”) shall not have access to the Studio at any time other than during the Event Time, unless You receive prior written or verbal authorization from Licensor.

 

3. Deposit and Fees.

(a) You shall pay to Licensor the total amount identified in the Estimate (“License Fee”) immediately upon execution of the Estimate, unless different payment terms are outlined on the Estimate. Licensor reserves the right to deny access to the Studio and Building if You neglect to pay Licensor according to the Estimate’s payment terms. If the Estimate identifies a refundable security deposit fee (the “Security Deposit”), Licensor shall refund the Security Deposit to You within thirty (30) days after the Event Date; provided, however, that all or a portion of the Security Deposit may be retained by Licensor pursuant to Section 3(c), Section 3(d), Section 5,

Section 13, and Section 17 set forth below. Notwithstanding the foregoing, additional deposits and fees may include the following: (i) any pre-approved overages, which shall be due and payable within five (5) business days after the Event Date; and (ii) an additional fee for any additional time/set up time (the “Additional Time Fee”) due and payable within five (5) business days after the Event Date. If after your timely payment of the Additional Time Fee: (a) You or any of your invitees, employees, guests, contractors (including, without limitation, Your Service Providers), or others connected whether directly or indirectly with You, remain in, on, or about the Studio or the Building after the expiration of the Event Time; and (b) the previously paid Additional Time Fee did not cover the full amount of additional time in which the Studio or the Common Areas or the Building were occupied, then You shall, no later than five (5) business days after the Event Date, pay another Additional Time Fee based on the actual current rates multiplied by the number of unpaid additional hours that the Studio was occupied (“Overage Fees”). (b) Licensor shall have no obligations and You shall have no rights under these Terms and Conditions until the License Fee and the Security Deposit (if applicable) are paid in full.

(c) If You fail to pay any of the Overage Fees by the applicable due dates set forth in these Terms and Conditions, Licensor shall have the right to revoke the License and retain the full amount of the Security Deposit. Overage Fees may be setoff against the Security Deposit. Interest shall accrue on unpaid Overage Fees at a rate of the greater of (i) 10% per annum or (ii) the maximum rate allowed by law, accruing on the date five (5) business days after the Event Date. (d) Subject to Licensor’s rights to apply or retain all or any portion of the Security Deposit under

Sections 3(c), 5, 13, 17 or under any other provision of these Terms and Conditions, the Security Deposit shall be returned to You within thirty (30) days after the Event Date if the Studio and the Common Areas or the Building are left in the same or similar condition as delivered to You. If any repair and/or excessive cleaning is needed at the Studio or the Common Areas or the Building by reason of the Event to bring the Studio, the Common Areas or the Building, or both to the same or similar condition as delivered to You: (i) the Security Deposit will be applied by Licensor to the costs of such repair and/or cleaning; (ii) any portion of the Security Deposit in excess of the application described in subparagraph (i) herein shall be returned to You; and (iii) if the Security Deposit is insufficient to reimburse Licensor for such costs, You shall be responsible for any deficiency, which shall be payable to Licensor within five (5) days after your receipt of written demand for same. This Section 3(d) shall survive termination of these Terms and Conditions. (e) All fees shall be payable in cash, check, or major credit card; provided, however, if payment of any fees is made by major credit card, the five percent (5%) processing fee charged by the credit company shall be charged to You. Any refunds issued to You will be returned less a five percent (5%) handling fee.

 

4. Sound System.

Unless otherwise indicated on the Estimate, the Studio sound system is included with Event License Fee.

 

5. Site Decoration.

Rearranging and moving furniture, artwork, lamps, seating, and other furnishings shall be performed solely by You; provided that Licensor has pre-approved such requests. No nails, screws, staples, or penetrating items shall be used on walls, wood, or other fine surfaces without the express written consent of Licensor. All tape and gummed backing materials shall be properly removed by You and any damage to walls, wood, or other fine surfaces shall be repaired by Licensor, the cost of which shall be deducted from the Security Deposit. If You request furniture to be moved by Licensor, an additional fee based on the manpower to move said furniture will be assessed and charged to You. Additionally, You acknowledge and agree that any cleaning conducted by Licensor beyond its ordinary requirements shall be subject to additional fees, the cost of which shall be deducted from the Security Deposit, or assessed to You should the Security Deposit be depleted.

 

6. Conduct and Noise.

(a) Smoking or vaping in the Studio, the Common Areas or the Building, or in or within fifteen (15) feet of the Building, loitering, disparaging remarks, physical violence, or illegal activities is prohibited. You agree to control the noise level at the Event such that it shall not create a disturbance. If Licensor reasonably determines that the noise level is excessive, upon request by Licensor, You shall immediately reduce the volume. Conduct deemed disorderly and/or noise levels deemed excessive, at the sole discretion of Licensor, shall be grounds for immediate expulsion from the Studio and the conclusion of the License. In such event, You shall not be entitled to any refund of any fees.

(b) Except for service animals, pets/animals are prohibited from the Studio at all times (unless otherwise discussed prior to booking.) You acknowledge and understand that “service animals” as defined in the Americans With Disabilities Act means any dog that is individually trained to do work or perform tasks for the benefit of an individual with a disability; service animals do not include “emotional support” animals. You further acknowledge and understand that Licensor may ask to remove a service animal from the Studio if: (i) the animal is out of control and the animal’s handler does not take effective action to control it or (ii) the animal is not housebroken. Service animals brought to the Studio must remain leashed at all times. Service animal conduct deemed unsafe or disorderly, at the sole discretion of Licensor, shall be grounds for immediate expulsion from the Studio and the conclusion of the License. In such event, You shall not be entitled to any refund of any fees.

(c) Alcoholic beverages, and the consumption of alcoholic beverages, are prohibited from the Studio at all times without express written consent of Licensor.

(d) We provide dumpsters at no cost as a courtesy to You. These dumpsters are for “everyday” trash. No construction materials may be disposed of in these dumpsters. It is your responsibility to properly dispose of any construction debris. Any disposition of construction debris will be billed $300.00 per dumpster utilized. If the Event’s trash surpasses the amount of space available in the dumpster, You must provide an alternative trash removal for the Event.

(e) You are allowed to park in any parking lot surrounding the studio. While street parking is available around the Studios, You acknowledge and agree that the city and county of Los Angeles consider film crew usage of street parking to be “high impact” on the community. Therefore You, your cast and/or your crew that park on the street without proper permitting do so at their own risk. Licensor shall have no responsibility or liability associated

with such parking.

 

7. Special Effects.

You shall not use any confetti, rice, glitter, uncontained water, foggers, hazers, fire, candles or pyrotechnics within the Studio without the prior written consent of Licensor. No live ammunition or firearms allowed in the Studio at any time; any such possession shall result in immediate revocation of the License and expulsion.

 

8. Insurance.

You and Your Service Providers must each provide Licensor, no later than five (5) days prior to the Event Date, with a certificate of insurance evidencing event liability insurance that provides bodily injury and property damage insurance coverage for all bodily injury, property damage, personal injury, and other claims, losses, or damages arising out of or in connection with, in whole or in part, the use or occupancy of the Studio, the Common Areas the Building, sidewalks, and other appurtenances to the Studio, by You, Your Service Providers (if any), or any other employee, agent, representative, or invitee of the Event. The insurance required hereunder shall have a single limit liability of not less than $1,000,000 and general aggregate liability of not less than $2,000,000 and shall name Licensor as an additional insured.

 

9. Compliance with Laws.

You shall, and shall cause Your Service Providers, if any, to, comply with all applicable laws and obtain any and all required permits and licenses necessary to use the Studio. You shall not, and shall not permit Your Service Providers to, use the Studio in any manner that would violate local, state, or federal laws or regulations related to your use of the Studio. Licensor is not legally responsible for the use or authorization of any permits associated with use of the Studio.

10. Warranty.

THE STUDIO IS PROVIDED AS IS AND LESSOR MAKES NO WARRANTY WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY AGAINST INTERFERENCE; OR (D) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

 

11. Limitation of Liability.

IN NO EVENT WILL LICENSOR BE LIABLE TO THE LICENSEE OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR EVENT TIME SPANS MULTIPLE DAYS AND YOU ELECT TO LEAVE EQUIPMENT AND/OR OTHER PROPERTY IN THE STUDIO, PLEASE BE AWARE THAT YOU DO SO AT YOUR OWN RISK. LICENSOR IS NOT RESPONSIBLE FOR ANY ITEMS LOST, STOLEN OR DAMAGED WHILE ON OR IN THE PROPERTY.

12. Indemnification.

You hereby agree to indemnify, defend, and hold harmless Licensor, its officers, directors, employees, and agents, from any and all damages, liabilities, actions, suits, claims, costs (including reasonable attorneys’ fees), penalties, or expenses arising out of or in connection with, in whole or in part, directly or indirectly: (a) the occupancy or use of the Studio, the Common Areas the Building, sidewalks, and other appurtenances to the Studio, by You, Your Service Providers (if any), or any other invitee of the Event; or (b) any acts, errors, or omissions on the part of You, its officers, directors, employees, or agents, including, without limitation, any of Your Service Providers (if any). This Section 12 shall survive termination of these Terms and Conditions.

 

13. Permitted Use and Capacity.

You are authorized, pursuant to the License, to use the Studio for the Event and for no other purpose, unless Licensor gives You prior written authorization for additional permitted uses. You shall not use the Studio in any manner that may result in increased insurance premiums for Licensor with respect to the Studio or render such insurance void. You acknowledge and agree that the maximum capacity of the Studio is one hundred (150) people or the maximum allowed by law, whichever is less, and You will not exceed such limit. Failure to comply with this Section 13 shall be a breach of these Terms and Conditions and permit Licensor to revoke the License pursuant to Section 17 herein. You acknowledge and agree to provide Licensor with an exact number of guests/talent/crew/service providers that will be at the Studio the Event no later than five (5) days prior to the Event Date and You will not exceed such limit. Failure to comply with this Section 13 shall be a breach of these Terms and Conditions and permit Licensor to revoke the License, pursuant to Section 17 herein, and/or charge additional fees. 14. Access and Right of Entry.

Licensor shall have the right to enter the Studio at any time, without your consent, for any reasonable purpose, including any emergency that may threaten damage to the Studio, or injury to any person in or near the Studio.

15. Cancellations.

You may cancel, with full return of all fees, if such cancellation is at least thirty (30) days prior to the Event Date. If You cancel the Event within thirty (30) days, but not less than three (3) days prior to the Event Date, Licensor shall return the License Fee and Security Deposit (if applicable) to You. If You cancel the Event within three (3) days of the Event Date, Licensor shall also be entitled to retain all fees.

 

16. Force Majeure.

(a) “Force Majeure Event” means any of the following events: (i) acts of God; (ii) floods, fires, earthquakes, explosions, or other natural disasters; (iii) war, invasions, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest; (iv) governmental authority, proclamations, orders, laws, actions, or requests; (v) embargoes or blockades; (vi) epidemics, pandemics, or other national or regional public health emergencies; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortages of supplies, adequate power, or transportation facilities; and (ix) other events beyond the control of Licensor.

(b) In the event Licensor is unable, on or after the occurrence of a Force Majeure Event, to make the Studio available to You on the Event Date for the purpose set forth in these Terms and Conditions, You shall have the option of choosing an alternate date to hold the Event (the “Alternate Event Date”), at no extra charge to You. If You choose an Alternate Event Date that is reasonably acceptable to Licensor, then the Alternate Event Date shall replace the Event Date for the purposes of these Terms and Conditions, and all rights and obligations under these Terms and Conditions shall remain binding on the parties hereto. If: (a) You do not elect to choose an Alternate Event Date; or (b) You and Licensor cannot agree on an Alternate Event Date, these Terms and Conditions shall terminate and Licensor shall within a reasonable time after the termination of these Terms and Conditions, refund the Security Deposit and any portion of the fees received by Licensor from You hereunder. In neither instance shall Licensor be liable for any additional costs, expenses, or damages suffered by You (over and above the fees) arising out of the rescheduling or cancellation of the Event pursuant to this Section 16.

 

17. Revocation of License.

Licensor shall have the right to immediately revoke the License at any time. Licensor’s right of revocation shall be limited to the following events: (a) nonpayment of fees by the applicable due dates; (b) breach of these Terms and Conditions by You; or (c) the Event is of a nature that Licensor, in its sole discretion, finds inappropriate. If Licensor revokes the License because of subsection (c) herein, Licensor shall refund the Security Deposit and such amount

of the License Fees as has been paid to Licensor. In all other events, Licensor shall retain all amounts paid to Licensor (including but not limited to the Security Deposit) as liquidated damages and not as a penalty. 18. Notices.

Any notice, authorization, or other communication required or otherwise given pursuant to these Terms and Conditions shall be in writing and shall be deemed sufficiently given: (a) When delivered by hand (with written confirmation of receipt). (b) Three (3) days after the date mailed, if sent by registered or certified mail, return receipt requested, postage prepaid. (c) When received by the addressee, if sent by a nationally recognized overnight courier (receipt requested). (d) On the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after the normal business hours of the recipient. All notices and other communications shall be sent to the respective parties at the following addresses or at such other address for a party as shall be specified in a notice given in accordance with this Section 18: If to Licensor: 714 S Hill St, Ste 602 Los Angeles Ca, 90014

Email: hi@gmstudiodtla.com

Attention: Studio Manager

If to You: As designated on the Estimate

 

 

18. Assignment.

This Agreement may not be assigned by You without the prior written consent of Licensor.

 

21. Governing Law.

This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California, without regard to conflicts of laws principles.

 

22. Counterparts.

This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

 

23. Severability.

If any one or more parts of these Terms and Conditions shall be held unenforceable for any reason, the remainder of these Terms and Conditions shall continue in full force and effect. If any provision of these Terms and Conditions is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

 

24. Headings.

The headings for each section herein are for convenience only and shall not affect the meaning of the provisions of these Terms and Conditions.

 

25. Entire Agreement.

This Agreement constitutes the entire agreement between Licensor and You, and supersedes any prior understanding or representation of any kind preceding the date of these Terms and Conditions. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of these Terms and Conditions.

 

26. Time of the Essence.

Time shall be of the essence of each provision of these Terms and Conditions in which time is a factor.