TERMS AND CONDITIONS:

This Agreement ("Agreement") is entered into by and between DJ4LIFE Incorporated, a California corporation ("Consultant") and YOU, a person or entity ("Client"). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date“).
1. Purpose.
1.1. This Agreement, with its attached exhibits and schedules, provides the terms and conditions under which Consultant shall provide consulting and teaching services to Client on a non-exclusive basis.
2. Services.
2.1. Statements of Work. Consultant shall provide certain services to Client (the "Services") as specified in one or more mutually agreed-upon statements of work signed by both parties ("Statements of Work"). Each such Statement of Work shall be attached hereto as Exhibit A. Each Statement of Work shall contain, to the extent applicable (i) a description of the services to be performed, (ii) a description of any required Deliverables (as defined in Section 5.1), (iii) the applicable charges, and (iv) such additional information as the parties mutually agree. In the event of a conflict between any term of this Agreement and any Statement of Work, the terms of the Statement of Work shall prevail, except that this Agreement shall prevail over all Statements of Work with respect to any matters relating to intellectual property, confidential information or competition. Consultant reserves the right at its sole discretion to refuse or cancel Services with or without cause.
2.2. Changes in Scope of Services. Changes to the scope of the Services shall be made only in a writing executed by authorized representatives of both parties. Consultant shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change is agreed upon by the parties in writing. The foregoing notwithstanding, if Consultant, at the request of or with notice to Client, performs work that is not covered by a Statement of Work or that exceeds the scope of Services defined in the applicable Statement of Work, such work shall be deemed Services provided pursuant to this Agreement for which Client shall compensate Consultant pursuant to Section 3.1.
2.3. Third Party Products. If any Statement of Work requires the provision of third party products, including hardware or software, Consultant shall provide such products subject to the terms and conditions set forth on an attachment to the applicable Statement of Work. Consultant may invoice, collect, and receive from Client all sums that are or become due to such third parties, including taxes and shipping charges, as applicable.
3. Payment for Services and Expenses.
3.1. Payment Terms. Client shall pay Consultant for the Services on the terms defined in the applicable Statement of Work. Unless provided otherwise in a Statement of Work, Consultant shall bill Client once at the time of the acceptance of this Agreement. Client shall pay the amounts payable to Consultant hereunder in full at the time of the acceptance of this Agreement unless provided otherwise in a Statement of Work or Consultant and Client agree otherwise in writing. Any bill remaining unpaid for more than thirty (30) days from the acceptance of this Agreement shall accrue interest at a rate of the lesser of one and one-half (1.5%) percent per month or the highest rate allowed by law. In the event of any good faith dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts owed to Consultant shall be paid with interest at the rate set forth above accruing from the date such amounts were originally due.
3.2. Expenses. Unless provided otherwise in a Statement of Work, Consultant and Client shall be responsible individually for all incidental expenses incurred by Consultant or Client in the performance of this Agreement, including, but not limited to, night club and bar entrance fees, travel and lodging expenses, communications charges and computer time and supplies.
3.3. Taxes. Unless provided otherwise in a Statement of Work, all taxes, including any interest and penalties from any related deficiency, in connection with this Agreement including any sales, use, excise, value-added, services, consumption, withholding and other taxes and duties assessed on the provision of services by Consultant to Client or on Consultant's charges to Client under this Agreement, including the reimbursement of expenses, are incorporated into the payment terms.
4. Client Responsibilities.
4.1. Client Dependencies. In connection with Consultant's provision of the Services, Client shall perform those tasks and fulfill those responsibilities specified in the applicable Statement of Work ("Client Responsibilities"). Client understands that Consultant's performance is dependent on Client's timely and effective performance of Client Responsibilities hereunder and timely decisions and approvals by Client. Consultant shall be relieved of its obligations hereunder to the extent that they are dependent on timely performance of the Client Responsibilities. The Statement of Work may also contain assumptions related to the Services ("Assumptions"). Consultant shall be relieved of its responsibilities hereunder to the extent they are dependent upon Assumptions which are revealed to be incorrect during the course of performance of the Services. Client can only reject Deliverables (as defined in Section 5.1 below) if they are not in substantial conformance with the specifications therefor set forth in the applicable Statement of Work and must provide a written statement setting forth the reasons for rejection. Except to the extent a Statement of Work contains specific acceptance provisions, all Deliverables provided to the Client for approval shall be deemed accepted if, within ten (10) days after delivery, Client has not provided to Consultant written notice identifying specifically the basis for disapproval of the Deliverable. Consultant shall be entitled to rely on all decisions and approvals of the Client in connection with the Services. Decisions and approvals may only be changed as provided in Section 2.2.
4.2. Work Environment. In addition to any particular items specified in the Statement of Work, Consultant shall supply on-site Consultant personnel with suitable space at the sole discretion of Consultant together with a DJ booth (including necessary third party rights to use software), which may be necessary in connection with Consultant's performance of the Services. No bailment shall be created and no interest or obligation shall be conferred upon Consultant regarding Client's property or the property of Client's employees, agents, vendors, or other contractors, beyond the limited right to use such property in furtherance of this Agreement. All such property, regardless of its physical location or use, shall be deemed to be in the care, custody and control of Client.
4.3. Third-Party Venues. Consultant shall have the right, at its sole discretion, to perform consulting and teaching services as specified in the Statement of Work in third-party venues. In such instances, Client shall comply with all applicable rules and regulations imposed by such third-party venues.
4.4. Operations. Client shall be responsible for its operation and use of the Deliverables (as defined in Section 5.1, below), and for ensuring that the Deliverables meet Client's requirements. Client shall not use Consultant's name outside Client's organization in connection with its use of the Deliverables or otherwise without Consultant's express written consent, which may be withheld by Consultant in its sole discretion.
4.5. Compliance with Laws. Client shall retain responsibility for its compliance with all applicable federal, state and local laws and regulations.
5. Work Product.
5.1. Definitions. The definitions set forth in this Section 5.1 shall apply to this Agreement:
(a) "Deliverables" shall mean any and all work product and deliverables developed in the course of the Services, whether individually by Consultant or jointly with Client.
(b) "Preexisting Work" shall mean all of a party's content, expression, materials, documentation, software and technology possessed by the party prior to this Agreement.
(c) "Residuals" shall mean all of Consultant's ideas, know-how, approaches, methodologies, concepts, skills, tools, techniques and processes, irrespective of whether possessed by Consultant prior to, or acquired, developed or refined by Consultant under this Agreement.
5.2. Ownership of Work Product. Except for the license granted in Section 5.3 below, Consultant shall retain all right, title and interest in the Deliverables, except for the Client Preexisting Work incorporated therein. To the extent such Deliverables are not deemed owned by Consultant, Client hereby assigns to Consultant all right, title and interest in the Deliverables, except for the Client Preexisting Work incorporated therein. Client shall have or obtain all necessary authority to make such assignment. The parties will cooperate with each other and execute such other documents as may be reasonably deemed necessary to achieve the objectives of this Section. Client shall retain all right, title and interest to the Client Preexisting Work.
5.3. License to Client of Work Product. Upon final payment, Client shall have a nontransferable, nonexclusive, perpetual (except as set forth in Section 11.3), paid-up, worldwide license to use, copy, modify and prepare derivative works of the Deliverables for Client's internal business purposes. Client may not distribute or sublicense the Deliverables to any third party, except to independent consultants who will use the Deliverables solely for the benefit of Client, and who have entered into a written agreement containing confidentiality provisions at least as protective of Consultant's Confidential Information as those set forth in this Agreement.
5.4. Freedom to Work for Others. In no event shall Consultant be precluded from developing for itself or others materials that are competitive with the Deliverables, irrespective of their similarity to the Deliverables. In addition, Consultant shall be free to use its Residuals in the performance of services for itself or others.
5.5. Proprietary Rights Notices. Client agrees not to conceal or remove any title, trademark, copyright, proprietary or restricted rights notices contained in the Deliverables.

6. Confidential Information.
6.1. Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" of a party shall mean any information that such party discloses to, or provides access to, the other party during the course of the parties' respective performances under this Agreement (1) that relates to the disclosing party's past, present or future research, development, business activities, products, services or technology and is marked or otherwise identified in writing by the discloser as confidential, and (2) with respect to Consultant, the Deliverables.
6.2. Not Confidential Information. Nothing in this Agreement shall prohibit or limit either party's use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without obligation of confidence, (ii) independently developed by or for it, (iii) acquired by it from a third party which is not under an obligation of confidence with respect to such information, or (iv) which is or becomes publicly available through no breach of this Agreement.
6.3. Restrictions on Use. The Confidential Information of the discloser may be used by the receiver only as licensed or otherwise expressly permitted herein.
6.4. Restrictions on Disclosure. Each party agrees to protect the confidentiality of the Confidential Information of the other in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. Access to the other party's Confidential Information shall be restricted to Consultant and Client personnel engaged in a use permitted hereby and who enter into a written Agreement containing confidentiality provisions at least as protective of the disclosing party's Confidential Information as those set forth herein.
6.5. Restrictions on Reproduction. Except as expressly permitted herein, the Confidential Information may not be copied or reproduced without the discloser's prior written consent.
6.6. Return of Confidential Information. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed at the disclosing party's sole option, with a certification of destruction provided by the receiving party to the disclosing party, upon the first to occur of (a) completion of the Services, (b) request by the discloser, unless the receiver is otherwise allowed to continue to use such Confidential Information under the terms of this Agreement, or (c) any termination of this Agreement. Consultant may retain, subject to the terms of this Section, copies of Client's Confidential Information required for compliance with its record keeping or quality assurance requirements.
6.7. Governmental Requests. If either party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other party, it shall provide prompt notice to the other of such receipt and give the disclosing party the opportunity to seek a protective order. The party receiving the subpoena shall thereafter be entitled to comply with such subpoena or other process to that extent permitted by law. Services provided hereunder in no event include Consultant acting as an expert witness or otherwise providing litigation support services.
6.8. Equitable Relief. The parties acknowledge and agree that in the event of a breach or threatened breach of any of the provisions of this Section, the disclosing party will have no adequate remedy in damages and, accordingly, shall be entitled to an injunction against such breach or threatened breach; provided, however, that no specification of a particular legal or equitable remedy shall be construed as a waiver, prohibition or limitation of any legal or equitable remedies in the event of a breach hereof.
6.9. Publicity. Except as required by law or a party's fiduciary duty, neither party shall disclose publicly or make any advertisement, public announcement or press release concerning the relationship between the parties or the terms and conditions of this Agreement without the other party's prior written consent.
7. Warranty.
7.1. Authority. Each party warrants and represents to the other party that it has full power and authority to enter into this Agreement and to carry out its obligations hereunder. If Client is a person, Client acknowledges herein that he or she is at least 18 (eighteen) years of age.
7.2. Services. Consultant warrants that its Services will be performed to the best of its ability. Consultant agrees to reperform any Services in breach of this warranty, where such breach is brought to its attention within a reasonable time (or such specific period provided in the applicable Statement of Work) after such Services are performed. CLIENT'S EXCLUSIVE REMEDY, AND CONSULTANT'S SOLE OBLIGATION, FOR ANY BREACH OF THIS OR ANY OTHER WARRANTY HEREUNDER SHALL BE FOR CONSULTANT, UPON RECEIPT OF WRITTEN NOTICE, TO USE COMMERCIALLY REASONABLE EFFORTS TO CURE THE BREACH AT ITS OWN EXPENSE, AND FAILING THAT, TO RETURN ANY FEES PAID TO CONSULTANT FOR THE SERVICES RELATED TO SUCH BREACH.
7.3. Warranty Disclaimer. THE PRECEDING IS CONSULTANT'S ONLY WARRANTY CONCERNING THE SERVICES AND DELIVERABLES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING AND PERFORMANCE OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONSULTANT SPECIFICALLY DISCLAIMS ANY WARRANTIES OR GUARANTEES WITH RESPECT TO OUTCOME RESULTING FROM THE SERVICES OR THE DELIVERABLES.
8. Limitations on Liability.
8.1. Disclaimer of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS OR LOST SAVINGS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, UNDER STATUTE OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
8.2. Limitation on Liability. The limit of Consultant's liability (whether in contract, tort, negligence, strict liability, product liability, under statute or otherwise) to Client or to any third party concerning performance or non-performance by Consultant, or in any manner related to this Agreement, for any and all claims, shall not in the aggregate exceed the fees and expenses paid by Client to Consultant hereunder with respect to the applicable Services under the applicable Statement of Work. Client's exclusive remedy for any claim arising out of any breach of this Agreement shall be for Consultant, upon receipt of written notice of such breach pursuant to Section 12.2, to use commercially reasonable efforts to cure the breach at its expense, and failing that, to return the fees paid to Consultant for the Services related to the breach. Any action related to this Agreement by either party must be brought within one year after the cause of action arose. The allocations of liability in this Section 8 represent the agreed-upon and bargained-for understanding of the parties and Consultant's compensation for the Services reflects such allocations.
9. Indemnification.

9.1. Client Indemnity. Client shall defend, indemnify and hold harmless Consultant from and against any third party claims, demands, loss, damage or expense relating to or resulting from (1) bodily injury or death of any person or damage to real or tangible personal property directly caused by the gross negligence or willful misconduct of Client, its personnel or agents; (2) a breach of any warranty, covenant or representation of Client hereunder; (3) any use by the Client of any Deliverable; or (4) any claim against Consultant that any content provided by Client infringes any intellectual property or privacy or publicity right of any third party. Client shall reimburse Consultant for all expenses (including counsel fees and expenses) as incurred by Consultant in connection with any such actions or claims.
9.2. Cooperation. To receive the foregoing indemnities, the party seeking indemnification must promptly notify the other in writing of a claim or suit and provide reasonable cooperation (at the indemnifying party's expense) and full authority to defend or settle the claim or suit. The indemnifying party shall have no obligation to indemnify the indemnified party under any settlement made without the indemnifying party's written consent.
9.3. Insurance. Each party will determine the types and amounts of insurance coverage it requires in connection with this Agreement. Neither party is required to obtain insurance for the benefit of the other party. Each party shall pay all costs and receive all benefits under policies arranged by it. Each party waives rights of subrogation it may otherwise have regarding the other party's insurance policies, including but not limited to property insurance, business interruption insurance, and other first-party insurance.
10. Employees.
10.1. Complaints. In the event any employee, subcontractor, or agent of Consultant performing services under this Agreement complains to the Client about any discrimination, harassment, working condition, or unlawful or improper policy or practice relating to or arising out of his/her provision of services under this Agreement, the Client shall immediately report such complaint to Consultant and shall cooperate with Consultant in taking any appropriate remedial action.
11. Termination.
11.1. Termination of Agreement. Either party may terminate this Agreement (a) with or without cause within five (5) of the Effective Date by giving the other party a written notice of termination provided that Consultant has not yet commenced any of its obligations under all existing Statements of Work under this Agreement, (b) in the event the other party breaches a material representation, obligation, or warranty under this Agreement and such breach remains uncured for thirty (30) days after the breaching party's receipt of written notice of the breach, except if such material breach relates only to a specific Statement of Work, in which case the non-breaching party may only terminate the related Statement of Work and not this Agreement, or (c) in the event the other party materially breaches any obligation of confidentiality or proprietary rights hereunder which breach goes uncured for seventy-two (72) hours after notice thereof. Consultant may also terminate this Agreement if Client fails to pay any amounts due hereunder or under any Statement of Work entered into pursuant to this Agreement within fifteen (15) days of the due date. Upon termination of this Agreement, Client shall pay Consultant for all Services rendered and expenses incurred by Consultant prior to the date of termination. In the event of termination by Client, Client shall also pay Consultant for any demobilization or other costs resulting from such early termination.
11.2. Termination of Statement of Work. Except as otherwise set forth in a Statement of Work, either party may terminate a Statement of Work if the other party breaches a material representation, obligation, or warranty under the Statement of Work and such breach remains uncured for thirty (30) days after the breaching party's receipt of written notice of the breach. Consultant may also terminate a Statement of Work if Client fails to pay any amounts due under such Statement of Work within fifteen (15) days of the due date. A Statement of Work shall automatically terminate on the date that all services under the Statement of Work are finally performed and all payments due under the Statement of Work are made. All Statements of Work shall terminate automatically upon the termination of this Agreement under any provision of Section 11.1.
11.3. Consequences of Termination. If this Agreement is terminated due to Client's breach, all licenses granted to Client hereunder shall terminate. If a Statement of Work under this Agreement is terminated due to Client's breach, all licenses related to that Statement of Work shall terminate.
11.4. Survival. The terms of Sections 3, 5, 6, 7.3, 8, 11.3, 11.4, and 12 shall survive any termination or expiration of this Agreement or any Statement of Work. The terms of Section 9 shall survive any termination or expiration of this Agreement for a period of two (2) years.
12. General Terms and Conditions.
12.1. Severability. If any term or provision of this Agreement or the applicable Statement of Work is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
12.2. Notices. Any notice or other communication given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally to the party for whom intended, or five (5) days following deposit of the same into the United States mail (certified mail, return receipt requested, or first class postage prepaid), facsimile (with confirmation of delivery) or overnight delivery services (with confirmation of delivery), addressed to such party at the address set forth on the initial page of this Agreement, or by e-mail to info@dj4life.org for Consultant and to that certain e-mail for Client. Either party may designate a different address by notice to the other given in accordance herewith.
12.3. Force Majeure. Neither party shall be liable for any delays or failures in performance (other than payment obligations hereunder) due to circumstances beyond its reasonable control provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof and uses its best efforts to continue to perform or cure. In the event of such a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure, but in no event more than thirty (30) days.
12.4. Complete Agreement. Except as set forth in this Section, this Agreement sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Any purchase order issued by the Client shall be for its administrative purposes only and none of its terms and conditions shall be of any force or effect against Consultant. Each Statement of Work, except as its terms otherwise expressly provide, shall be a complete statement of its subject matter and shall supplement and modify the terms and conditions of this Agreement for the purposes of that engagement only. No other agreements, representations, warranties or other matters, whether oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof.
12.5. No Third Party Beneficiaries. Client acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein, and for its own purposes and not for the benefit of any third party.
12.6. No Oral Amendment. Neither this Agreement nor any Statement of Work may be modified or amended except by the mutual written agreement of the parties.
12.7. No Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
12.8. Right to Subcontract. Consultant reserves the right to perform any of its obligations under this Agreement and the related Statements of Work through a subcontractor.
12.9. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflict of law rules. With respect to any litigation arising out of or relating to this Agreement or the Services or Deliverables provided hereunder, each party agrees that it shall be heard by the state or federal courts with jurisdiction to hear such suits located in the State of California, San Francisco, and each party irrevocably consents to jurisdiction and venue in such courts.
12.10. Dispute Resolution. The parties agree that, in the event of a dispute relating to this Agreement or any Statement of Work hereunder, they will work together in good faith first, to resolve the matter internally by escalating it to higher levels of management and, then if necessary, to use a mutually agreed alternative dispute resolution technique prior to resorting to litigation. If the parties cannot reach agreement on an alternative dispute resolution technique, disputes shall be settled by arbitration administered by the American Arbitration Association in San Francisco, California in accordance with its then-existing commercial arbitration rules. This provision shall not apply to disputes involving confidentiality or infringement of intellectual property rights (in which case either party shall be free to seek available remedies in any forum). Judgment upon an award of the arbitration panel may be entered in any court of competent jurisdiction. Such award shall be the exclusive remedy to the parties. Any money judgments made hereunder shall be promptly paid in the U.S. Dollars. Any costs, fees, or taxes incident to enforcing any award hereunder shall be charged against the party or parties resisting such enforcement.
12.11. Attorney’s Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
13. Counterparts
13.1. Counterparts. This agreement may be accepted in one or more counterparts.

EXHIBIT A STATEMENT OF WORK – LEVEL I

This Statement of Work ("Statement of Work") is entered into by and between DJ4LIFE Incorporated, a California corporation ("Consultant") and YOU, a person or entity ("Client").

This Statement of Work is intended to supplement that certain Consulting and Teaching Services Agreement by and between the parties, as accepted here above ("Agreement") under the terms set forth therein. All definitions used and not defined herein shall have the meanings set forth in the Agreement.

1. Description of services to be rendered by Consultant (the "Services"): Consultant shall explain the basic components of DJ equipment and how to set it up. Consultant shall make general recommendations to Client on DJ equipment pricing and purchasing options upon Client’s request. Consultant shall teach Client how to do proper beat matching, create smooth transitions between songs, phase and cue songs. Consultant shall provide the Services in an one-on-one setting.

2. Description of any deliverables to be provided by Consultant hereunder (the "Deliverables"): None.

3. Payment: For the Services the Client shall pay Consultant $399.00 for the entire class consisting of three one-hour-and-a-half (1.5 hours) sessions, commencing in no less than two (2) weeks from the Effective Date.

4. Class Schedule: The entire class consisting of three one-hour-and-a-half (1.5 hours) sessions shall be completed in no more than four (4) weeks from the Effective Date. Consultant shall offer class schedules for each session on a first-come-first-served basis.

5. Scheduled Time: The Scheduled Time of each class session is the time agreed upon by Consultant and Client provided that Consultant has no prior class scheduled on that same time. Client and Consultant shall appear promptly at the scheduled time but in no event more than fifteen (15) minutes after the Scheduled Time. Client’s failure to appear promptly more than once at the scheduled time for any of the three one-hour-and-a-half (1.5 hours) sessions shall result in forfeiture of any of the three one-hour-and-half sessions at the sole discretion of Consultant.

6. Client Responsibilities: Client shall bring its own music recorded on CDs (compact disks) to each one-hour-and-a-half session.

7. Work Site: If Consultant at its sole discretion chooses to perform consulting and teaching services as specified in this Statement of Work in a third-party venue (such as a bar, nightclub or any other social gathering place), Client agrees as to the following:
Waiver of Liability, Assumption of Risk, and Indemnity Agreement

Waiver: In consideration of being permitted to participate in any way in the third-party venue activities, I, Client, for myself, my heirs, personal representatives or assigns, do hereby release, waive, discharge, and covenant not to sue Consultant, its officers, employees, and agents from liability from any and all claims including the negligence of Consultant, its officers, employees and agents, resulting in personal injury, accidents or illnesses (including death), and property loss arising from, but not limited to, participation in the third-party venue activities.

Assumption of Risks: Participation in the third-party venue activities carries with it certain inherent risks that cannot be eliminated regardless of the care taken to avoid injuries. The specific risks vary from one activity to another, but the risks range from 1) minor injuries such as scratches, bruises, and sprains; 2) major injuries such as eye injury or loss of sight, joint or back injuries, heart attacks, and concussions; and 3) catastrophic injuries including paralysis and death.

I have read the previous paragraphs and I know, understand, and appreciate these and other risks that are inherent in the third-party venue activities. I hereby assert that my participation is voluntary and that I knowingly assume all such risks.

Indemnification and Hold Harmless: I also agree to INDEMNIFY AND HOLD Consultant HARMLESS from any and all claims, actions, suits, procedures, costs, expenses, damages and liabilities, including attorney’s fees brought as a result of my involvement in the third-party venue activities, and to reimburse them for any such expenses incurred.

Severability: I further expressly agree that the foregoing Waiver and Assumption of Risk Agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

Acknowledgment of Understanding: I have read this Waiver of Liability, Assumption of Risk, and Indemnity Agreement, fully understand its terms, and understand that I am giving up substantial rights, including my right to sue. I acknowledge that I am accepting the agreement freely and voluntarily, and intend by my clicking an “I Accept” button or checking box presented with these terms to be a complete and unconditional release of all liability to the greatest extent allowed by law.

EXHIBIT A STATEMENT OF WORK – LEVEL II

This Statement of Work ("Statement of Work") is entered into by and between DJ4LIFE Incorporated, a California corporation ("Consultant") and YOU, a person or entity ("Client").

This Statement of Work is intended to supplement that certain Consulting and Teaching Services Agreement by and between the parties, as accepted here above ("Agreement") under the terms set forth therein. All definitions used and not defined herein shall have the meanings set forth in the Agreement.

1. Description of services to be rendered by Consultant (the "Services"): Consultant shall explain to Client how to use the EQ to enhance the smoothness of DJ transitions. Consultant shall explain to Client how to build a music set. Consultant shall provide the Services in an one-on-one setting.

2. Description of any deliverables to be provided by Consultant hereunder (the "Deliverables"): Consultant shall record a demo CD (compact disk) consisting of songs mixed by Client.

3. Payment: For the Services the Client shall pay Consultant $399.00 for the entire class consisting of three one-hour-and-a-half (1.5 hours) sessions, commencing in no less than two (2) weeks from the Effective Date.

4. Class Schedule: The entire class consisting of three one-hour-and-a-half (1.5 hours) sessions shall be completed in no more than four (4) weeks from the Effective Date. Consultant shall offer class schedules for each session on a first-come-first-served basis.

5. Scheduled Time: The Scheduled Time of each class session is the time agreed upon by Consultant and Client provided that Consultant has no prior class scheduled on that same time. Client and Consultant shall appear promptly at the scheduled time but in no event more than fifteen (15) minutes after the Scheduled Time. Client’s failure to appear promptly more than once at the scheduled time for any of the three one-hour-and-a-half (1.5 hours) sessions shall result in forfeiture of any of the three one-hour-and-half sessions at the sole discretion of Consultant.

6. Client Responsibilities: Client shall bring its own music recorded on CDs (compact disks) to each one-hour-and-a-half session.

7. Work Site: If Consultant at its sole discretion chooses to perform consulting and teaching services as specified in this Statement of Work in a third-party venue (such as a bar, nightclub or any other social gathering place), Client agrees as to the following:
Waiver of Liability, Assumption of Risk, and Indemnity Agreement

Waiver: In consideration of being permitted to participate in any way in the third-party venue activities, I, Client, for myself, my heirs, personal representatives or assigns, do hereby release, waive, discharge, and covenant not to sue Consultant, its officers, employees, and agents from liability from any and all claims including the negligence of Consultant, its officers, employees and agents, resulting in personal injury, accidents or illnesses (including death), and property loss arising from, but not limited to, participation in the third-party venue activities.

Assumption of Risks: Participation in the third-party venue activities carries with it certain inherent risks that cannot be eliminated regardless of the care taken to avoid injuries. The specific risks vary from one activity to another, but the risks range from 1) minor injuries such as scratches, bruises, and sprains; 2) major injuries such as eye injury or loss of sight, joint or back injuries, heart attacks, and concussions; and 3) catastrophic injuries including paralysis and death.

I have read the previous paragraphs and I know, understand, and appreciate these and other risks that are inherent in the third-party venue activities. I hereby assert that my participation is voluntary and that I knowingly assume all such risks.

Indemnification and Hold Harmless: I also agree to INDEMNIFY AND HOLD Consultant HARMLESS from any and all claims, actions, suits, procedures, costs, expenses, damages and liabilities, including attorney’s fees brought as a result of my involvement in the third-party venue activities, and to reimburse them for any such expenses incurred.

Severability: I further expressly agree that the foregoing Waiver and Assumption of Risk Agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

Acknowledgment of Understanding: I have read this Waiver of Liability, Assumption of Risk, and Indemnity Agreement, fully understand its terms, and understand that I am giving up substantial rights, including my right to sue. I acknowledge that I am accepting the agreement freely and voluntarily, and intend by my clicking an “I Accept” button or checking box presented with these terms to be a complete and unconditional release of all liability to the greatest extent allowed by law.

EXHIBIT A STATEMENT OF WORK – LEVEL III

This Statement of Work ("Statement of Work") is entered into by and between DJ4LIFE Incorporated, a California corporation ("Consultant") and YOU, a person or entity ("Client").

This Statement of Work is intended to supplement that certain Consulting and Teaching Services Agreement by and between the parties, as accepted here above ("Agreement") under the terms set forth therein. All definitions used and not defined herein shall have the meanings set forth in the Agreement.

1. Description of services to be rendered by Consultant (the "Services"): Consultant shall offer Client three DJ-in opportunities at Consultant’s sponsored events where Client shall have an opportunity to showcase its DJ skills.

2. Description of any deliverables to be provided by Consultant hereunder (the "Deliverables"): None.

3. Payment: For the Services the Client shall pay Consultant $399.00 for the three event opportunities...

4. Event Schedule: Each event opportunity shall be one hour long. Consultant shall offer each event opportunity on a first-come-first-served basis.

5. Scheduled Time: The Scheduled Time for each event opportunity shall be set by Consultant. Client and Consultant shall appear promptly at the scheduled time but in no event more than fifteen (15) minutes after the Scheduled Time. Client’s failure to appear promptly more than once at the scheduled time for any of the three event opportunities shall result in forfeiture of any of the three event opportunities at the sole discretion of Consultant.

6. Client Responsibilities: Client shall bring its own music recorded on CDs (compact disks) to each one-hour-and-a-half session.

7. Work Site: If Consultant at its sole discretion chooses to perform consulting and teaching services as specified in this Statement of Work in a third-party venue (such as a bar, nightclub or any other social gathering place), Client agrees as to the following:
Waiver of Liability, Assumption of Risk, and Indemnity Agreement

Waiver: In consideration of being permitted to participate in any way in the third-party venue activities, I, Client, for myself, my heirs, personal representatives or assigns, do hereby release, waive, discharge, and covenant not to sue Consultant, its officers, employees, and agents from liability from any and all claims including the negligence of Consultant, its officers, employees and agents, resulting in personal injury, accidents or illnesses (including death), and property loss arising from, but not limited to, participation in the third-party venue activities.

Assumption of Risks: Participation in the third-party venue activities carries with it certain inherent risks that cannot be eliminated regardless of the care taken to avoid injuries. The specific risks vary from one activity to another, but the risks range from 1) minor injuries such as scratches, bruises, and sprains; 2) major injuries such as eye injury or loss of sight, joint or back injuries, heart attacks, and concussions; and 3) catastrophic injuries including paralysis and death.

I have read the previous paragraphs and I know, understand, and appreciate these and other risks that are inherent in the third-party venue activities. I hereby assert that my participation is voluntary and that I knowingly assume all such risks.

Indemnification and Hold Harmless: I also agree to INDEMNIFY AND HOLD Consultant HARMLESS from any and all claims, actions, suits, procedures, costs, expenses, damages and liabilities, including attorney’s fees brought as a result of my involvement in the third-party venue activities, and to reimburse them for any such expenses incurred.

Severability: I further expressly agree that the foregoing Waiver and Assumption of Risk Agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

Acknowledgment of Understanding: I have read this Waiver of Liability, Assumption of Risk, and Indemnity Agreement, fully understand its terms, and understand that I am giving up substantial rights, including my right to sue. I acknowledge that I am accepting the agreement freely and voluntarily, and intend by my clicking an “I Accept” button or checking box presented with these terms to be a complete and unconditional release of all liability to the greatest extent allowed by law.