Lake Effect Music

1. Basic Service: 
     Lake Effect Music will perform, conduct, arrange, compose, conduct workshop, and/or instruct for the Client according to the Client's specifications.  The Client may add or subtract items at any time until one (1) week prior to the Client's specified Date of Engagement. The final payment will reflect those changes.  The Client also may cancel the Live Music or Workshops/Music Instruction Engagement at any time until one (1) week prior to the Client's specified Date of Engagement. The Client may not cancel Radio Jingles or Arrangements after Lake Effect Music has begun composing or arranging.

2. Exceptions: 
     Lake Effect Music will not perform, compose, instruct, or arrange in any illegal manner.

3. Publicity: 
     Client agrees to credit Lake Effect Music in any publication or ads when the Client engages in any kind of public advertisement.

4. Payment: 
   By Credit Card:
     Client will make payment by credit card via PayPal after the Client receives an invoice within the date due.  The Client agrees to pay Lake Effect Music in full by the date due (approximately twenty-five (25) days after the invoice is posted), unless a prior agreement has been made for the Client to make monthly payments.
   By Check:
     Client will make payment by check after the Client receives an invoice within the date due.  The Client agrees to pay Lake Effect Music in full by the date due (approximately twenty-five (25) days after the invoice is posted), unless a prior agreement has been made for the Client to make monthly payments.  Lake Effect Music will impose a $35 fee for each check returned due to insufficient funds.
  By Monthly Payments:
     Lake Effect Music discourages monthly payments.  Lake Effect Music solely holds the option to agree to allow the Client to send monthly payments at least fourteen (14) days before the Date of Engagement, Product, or Service begins.  The statement will reflect the balance of the funds due, that is, the final balance minus payment-to-date.  The Client agrees to pay Lake Effect Music each month by the date due (approximately twenty-five (25) days after the statement is posted).  The minimum per month rate is $20.

Lake Effect Music will impose a 12% APR on each month's unpaid balance.  Lake Effect Music will impose a $10 late charge fee for each month's late payment.

5.  Price Change:
     Lake Effect Music reserves the right to change prices without notice.  However, if an Agreement has been made between the Client and Lake Effect Music (i.e., the Client has agreed to these Terms and Conditions), both parties agree to the prices at the time of the Agreement until payment is made in full, even if prices change during the engagement process.

6. Termination: 
     This Agreement will terminate automatically upon either party providing written notice to the other indicating that the notifying party wishes to terminate the Agreement, during the engagement process and not after the engagement or product is delivered (with the exception of the Client's failure to make payment).

7.  Payment Arrangements
     If the Client is having trouble making payment, Lake Effect Music will attempt to make a mutually agreeable payment arrangement.  Lake Effect Music will impose a finance charge of 12% APR for each month's outstanding balance.

8.  Non-Payment or Late Payment:
    If the Client does not make payment by the due date, Lake Effect Music will impose a finance charge of 12% APR for each month's outstanding overdue balance.

9. Disclaimer of Warranties: 
     Lake Effect Music claims no warranty of any kind, expressed or implied.

10. Confidentiality: 
     The terms and conditions of this Agreement will be confidential. Neither party will sell or give away any name, address, electronic mail address, or any other information to anyone for any reason. In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information ("Confidential Information") of the other party. Confidential Information includes all information, whether oral or written, relating to the business of a party that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning a party's vendors, and a party's contemplated plans, strategies and prospects. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.

11. Construction: 
     In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.

12. Dispute Resolution: 
     The parties agree that they will attempt to settle any and all claims, controversies, or disputes between them, their approved assignees, agents, employees, oficers, or directors ("Dispute") arising out of this Agreement through consultation and negotiation in good faith. Any Dispute which cannot be so resolved within forty five (45) days after the initial demand by either party for such resolution shall be resolved by arbitration under the then current Commercial Arbitration Rules (the "Rules") of the American Arbitration Association ("AAA") conducted by a single arbitrator engaged in the practice of law and familiar with the subject matter of the Dispute, which arbitrator shall be appointed in accordance with the Rules. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. The costs of any arbitration, including administrative fees and fees of the arbitrator, shall be shared equally by the parties; provided, that the prevailing party, as determined by the arbitrator, may be entitled to an award of reasonable attorneys' fees and costs. The parties agree that they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. The arbitration shall occur in Houghton County in the State of Michigan, and the laws of the State of Michigan shall govern the construction and interpretation of the Agreement. Notwithstanding the foregoing, either party may seek injunctive relief, including a temporary restraining order, from the court of law in the state or federal courts of Houghton County, Michigan.

13. No Waiver: 
     The failure of either party to insist upon or enforce strict performance by the other party, of any provision of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or relinquishment of such party's right to enforce any such provision or right in any other instance.

14. Notice: 
     Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by electronic mail; (ii) on the delivery date if delivered personally to the party to whom the same is directed; (iii) on the delivery date if delivered by FAX; (iv) two (2) business days after deposit with a commercial overnight carrier with written verification of receipt; or (v) seven (7) business days after the mailing date whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of repid mail delivery for which a receipt is available to the Contact at the address of the party to whom the same is directed.

15. Survival: 
     The following Sections and any payment obligations shall survive termination or expiration of this Agreement: 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23.

16. Successors and Assigns: 
     Neither party may assign this Agreement without prior written consent of the other, except that no such consent shall be required to assignment in connection with the sale of all or substantially all of the assets or securities or a party or by merger (whether by operation of law or otherwise). The parties' rights and obligations will bind and inure to their respective successors, heirs, executors and administrators and permitted assigns.

17. Entire Agreement: 
     This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement may be changed only by a written agreement signed by both parties.

18. Governing Law: 
     This order form and the Agreement will be governed by and construed in accordance with the laws of the State of Michigan, without reference to conflicts of laws principles.

19. Limitation of Liability: 
     In no event shall Lake Effect Music (or its owner, directors, officers, agents, and employees) be liable for any word, composition, or music produced for the Client, or associated with the Client or the Client's business.  In no event shall Lake Effect Music (or its owner, directors, officers, agents, and employees) be liable for any transaction the Client makes with PayPal.

20. Force Majeure: 
     Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party wirtten notice thereof within ten (10) working days of such event or occurrence.

21. Severability: 
     If it is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration, that any provision of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. To the extent any provision (or part thereof) shall be deemed not to be a part of this Agreement; provided that in such event the parties shall use their best efforts to negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the parties' intent in entering into this Agreement.

22. Counterparts: 
     This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which when taken together shall be deemed to constitute the same instrument.

23. No Waiver: 
     The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.