STANDARD TERMS AND CONDITIONS OF BUSINESS
These Terms and Conditions of Business (hereinafter collectively referred to as “Terms”) shall govern ANY requesting/ordering of Services (as defined below) from Shock City Studios LLC and/or any other Shock City Media Group LLC subsidiary (hereinafter collectively referred to as “Studio”) as well as submission of Materials (as defined below) to Studio. Requesting Services or Submitting Materials are subject to your acceptance of these Terms. These Terms affect your rights and you should read them carefully. If you do not agree to be bound by, please do not request Services from Studio or submit Materials to. The term “Materials” hereby includes any and all media assets, including without limitation, film, audio, video, digitized content, metadata, props, scripts, storyboards, artwork, prints, music cue sheets, biographies or edited footage, in whatever medium now existing or hereafter developed, as well as any and all materials and/or media assets derived there from, in whatever medium now existing or hereafter developed. Materials shall also include all materials, submitted for duplication, addition, subtraction, digitization, storage, processing, repurposing, authoring, close-captioning/subtitling, compression, manipulation, editing, conversion, encoding, transcoding, transmission, distribution, delivery or any other service or form of handling and/or ordering any Materials to be derived there from, in whatever medium then existing or thereafter developed or otherwise to be furnished by Studio (collectively, “Services”). Your requesting/ordering Services from or submission of Materials to Studio constitutes an ongoing contract between you and Studio. By ordering Services or submitting Materials to Studio or, you agree to accept and to be bound by these Terms. Studio reserves the right, in its sole discretion, to modify these Terms at any time. Any such modifications will be immediately effective upon being posted to the www.shockcitystudios.com website. Your continued ordering of Services or submission of Materials to Studio, including following the posting of changes, will mean that you accept and agree to these Terms. By your continued ordering Services or submission of Materials to Studio, you hereby agree to periodically review these Terms. If you choose not to agree to these or any modified Terms, please do not request Service or submit Materials.
Client certifies they are 18 years of age or older. If Client is under the age of 18 they may utilize the Services of the Studio only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child under the age of 18, be advised that you are fully responsible for his or her use of Studio’s Services, including all financial charges and legal liability that he or she may incur.
a. The Information We Collect: Our primary goal in collecting Information is to provide you with a smooth and efficient customer experience.
b. Personally Identifiable Information: The types of personally identifiable information that may be collected by Studio includes: your business name, your name, e-mail address, telephone number, fax number, credit card information, and may include information about your interest in and use of various products, programs and services.
c. How We Use the Information: We use your personal Information only to fulfill your requests for products, programs, and services, to respond to your inquiries about our offerings and to collect debts. We will not sell, share or rent your information to others in ways different from what is disclosed in this agreement.
Unless you specifically decline, we may also use this information to deliver information to you, including marketing and promotional materials. We may share this information with certain third parties with whom we contract to provide Studio or jointly branded products so that these parties can share information with you about new products and promotions that may interest you. [Further, Studio may on occasion combine information we receive online with outside records to enhance our ability to market to you those products or Studios that may be of interest to you.]
You may agree or may have agreed to receive certain marketing materials from Studio. If you have so agreed and you wish not to receive marketing materials from us, or if you decide in the future that you no longer wish to receive marketing materials, please send an email to the following address: firstname.lastname@example.org, telling us that you do not wish to receive marketing materials.
We can (and you authorize us to) disclose information about you to in response to a law enforcement agency or other government official’s request. We cooperate with law enforcement inquiries and may disclose personally identifiable information, in response to legal process, including in response to a court order or a subpoena, to protect the property of Studio or the safety of our employees or others, and to investigate fraud, intellectual property Infringements or other illegal or dangerous activity.
d. Our Commitment to Security: Studio uses standard industry practices to safeguard the confidentiality of your Information. We are sensitive to your concerns regarding the security of using your credit cards to purchase our service. Safeguarding your privacy and confidentiality is of the utmost importance to us. We employ different security techniques to protect your Information from unauthorized access inside and outside our company. All data is maintained on secure servers and only a limited set of individuals are authorized to access those servers. These individuals are educated about the importance of proper maintenance and protection of customer data. Our servers use Secure Sockets Layer (SSL) technology. This makes it very difficult for someone to steal your credit card information. We also use encryption technologies to protect the security of your credit card and password information while we are processing your payment.
3. Prices. Client agrees to pay for all remaining balances due for Services and Materials at the completion of Services or the delivery of Materials to Client. In all circumstances, balances accrued during any week must be paid by the 6 p.m. Central Standard Time of the Friday of the week that Services were rendered or Materials delivered. All prices are subject to change without notice. Unless otherwise specified, published prices are for Services and Materials requiring standard transfer, duplication, processing or any other type of handling based upon the use of Studio facilities and the employment of Studio personnel during normal working hours which are 9 a.m. to 11 p.m. daily.
4. Shipping. All prices are FOB (shipping) from Studio’s place of business where the Services and/or Materials are furnished. Transportation of Materials to and from Studio facility shall be at client’s sole risk and expense.
5. Delivery. Delivery dates and times, if furnished by Studio, are approximate. Client’s order will be filled as rapidly as practicable taking into consideration the delivery to Studio of Materials by Client, the type of Services or Materials ordered by Client, Studio obligations to other Clients and Studio facility capacity. STUDIO SHALL NOT BE LIABLE TO CLIENT OR TO ANY OTHER LEGAL PERSON FOR ANY LOSSES OR DAMAGES, INCLUDING AIR TIME COSTS, ARISING OUT OF NON-DELIVERY OR DELAY IN DELIVERY OF SERVICES OR MATERIALS, NOR SHALL STUDIO BE LIABLE FOR FAILURE TO GIVE NOTICE OF ANY SUCH NON-DELIVERY OR DELAY. Any non-delivery or delay in delivery shall not constitute grounds for termination or cancellation of Client’s order, whether such non-delivery or delay arises from causes within or beyond Studio control.
6. Responsibility for Materials; Limited Liability. Materials are received, processed, used, stored and otherwise handled by Studio at Client’s sole risk. Studio shall not be liable for any loss, destruction or damage thereto from any source whatsoever, including consequential damages arising there from, with the sole exception of loss, destruction or damage caused by the willful acts of Studio personnel acting within the scope of their authority or the gross negligence of Studio, in which event Studio liability shall be limited to the replacement thereof in the case of Materials in media form with a similar quantity of new unrecorded media of a similar type and, in the case of Analog Tape Materials or Hard Drives, with a similar quantity of raw stock or replacement drives. Studio shall do nothing to prejudice Client’s right to recover against third parties for any such loss, destruction or damage and shall furnish Client reasonable assistance and cooperation in obtaining recovery at Client’s sole expense. Studio shall not insure any Materials while in the possession or under the control of Studio or while in transit, such insurance coverage being Client’s sole responsibility. Studio shall not be liable to Client nor to any other person for any act or omission of any person selected by Studio to perform Services or furnish Materials for Client. If any medium, including without limitation, film, video tape, audio tape, CD, DVD, analog tape or hard drive furnished by Studio hereunder is found to be defective in manufacture, Studio shall replace such medium with new unrecorded media of similar type, provided Client gives Studio written notice thereof within thirty (30) days after initial delivery to Client. EXCEPT FOR SUCH REPLACEMENT, STUDIO SHALL HAVE NO FURTHER LIABILITY IN CONNECTION WITH SUCH DEFECTIVE MEDIA, EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH, CLIENT AND STUDIO AGREE STUDIO SHALL HAVE NO OTHER LIABILITY, EITHER EXPRESS OR IMPLIED, FOR THE FOREGOING OCCURRENCES OR FOR THE CONSEQUENCES THEREOF. Should media, including without limitation, tape, CD, DVD, analog tape or hard drive be labeled or shipped in error, Studio will promptly correct such error by replacement of the media at Studio expense, provided a written notice of error in labeling or shipping is given to Studio within twenty (20) days after shipment. IN NO EVENT SHALL STUDIO BE LIABLE FOR ANY LOST PROFITS OR ANY OTHER DAMAGES CAUSED BY ANY TECHNOLOGY AND/OR EQUIPMENT AND/OR PROCESSES DEVELOPED BY THIRD PARTIES, CLIENT’S NEGLIGENT ACTS OR OMISSIONS AND/OR ANY ERROR IN SHIPMENT. Client acknowledges prices charged by Studio are small compared to the possible lost profits or other damages Client might suffer in the event of any loss, damage or destruction of Materials and it would be difficult or impossible to determine the amount of such damages. For these reasons, Client assumes all risk of loss, with the foregoing exceptions described in this Paragraph 7. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF STUDIO HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE AND SERVICES PROVIDED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
7. Limitation of Warranty. Except as provided in paragraph 6, STUDIO SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY STUDIO OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. Terms of Payment; Cost of Collection; Attorney’s Fees. Client agrees to pay Studio for all Services and Materials furnished for Client or for the account of Client. Client may purchase Services and Materials on open account only upon approval by Studio. If Services and Materials are furnished to Client on open account, Client shall pay Studio the amount invoiced to Client within 30 days from date of invoice. Any claims for adjustment in connection with an invoice must be presented to Studio in writing within fifteen (15) days from the date of the invoice in question or such claim shall be deemed waived by Client. Client agrees to pay Studio interest at the rate of 18% per annum or one and one-half percent (1 ½%) per month on all amounts which are not paid when due, interest to accrue from the date payment is due. This interest rate shall not exceed the maximum amount permitted by law. Client agrees to pay Studio all costs and expenses (including attorneys’ fees) incurred by Studio in connection with the collection of amounts owed by Client. If Services and Materials are furnished to Client NOT on open account, a 50% deposit is required at the time of studio booking. The deposit is applied to your account at the end of your project. Payment in full is expected at the conclusion of booked time. No analog masters, digital session files, hard drives, DVDs or CD-R’s will be released until all accounts are paid in full, no exceptions. A $35 fee will be charged for returned checks.
9. Studio Lien; Waiver of Notice. In addition to any other rights or remedies Studio may have under the law, or under any other agreement with Client, Client grants Studio a lien, dependent on possession, on all Materials, and such Materials will be retained by Studio until payment in full of the amount owed to Studio in order to perfect the lien to secure payment of the general balance of amounts owed Studio by Client from time to time. If the Materials are surrendered to Client or a third person and thereafter reacquired by Studio prior to payment in full of the balance of any amounts owed by Client, such lien shall continue in effect as if the Materials had never been surrendered by Studio. Client waives the right to receive notice of Services ordered and notice of Materials ordered for the account of Client by persons having the apparent authority to place such orders. Nothing contained in this paragraph shall be deemed to limit or prejudice the rights of Studio under the lien law of the State of Missouri or any applicable lien law of any other state.
10. Cancellation Policy – Studio Booking.
Unless otherwise arranged with Client, a 50% deposit is required with booking studio time at Studio. In the event of a cancellation or No Show, the deposit will be applied as follows:
1. No shows: Deposit is applied to that time booked. In the event that time deposit does not cover that time, the balance must be paid prior to next session.
2. For sessions less than 4 hours:
Less than 48 hours notice – deposit is forfeited and applied to booked time.
More than 48 hours notice – deposit is refunded in full.
3. For sessions 4-8 hours:
Less than 5 days notice – deposit is forfeited and applied to booked time.
More than 5 days notice – deposit is refunded in full.
4. For sessions longer than 8 hours (including day rate bookings):
Less than 10 days notice – deposit is forfeited and applied to booked time.
More than 10 days notice – deposit is refunded in full.
11. Storage and Removal of Materials. Studio will store Materials without charge during the time of transfer, duplication or processing, and for a reasonable period thereafter not to exceed three (3) months. Any Materials held for the account of Client may be kept at such place or places as Studio may determine, there being no promise or representation that any Materials held by Studio will be stored at any particular location. At any time, Studio may require Client to retake possession of any or all of Materials. Upon failure of Client to remove such Materials at Studio request, Studio, at its option after (30) thirty days’ written notice given by Studio to Client at Client’s last known address as it appears on the records of Studio, may either:
a. Send such Materials to cloud storage, a public warehouse or to a storage company to hold in the name of, for the account of, and at the sole risk and expense of Client, at a rate obtained in good faith Studio or
b. Destroy or make other disposition of said Materials. Client agrees because of the impracticability of Studio storing Materials for all its Clients and because Client has the ultimate responsibility for its Materials, these procedures for disposition or destruction of Materials are reasonable and fair. CLIENT AGREES THE LIMITATION OF LIABILITY PROVISIONS OF PARAGRAPH 7 SHALL APPLY TO THE DISPOSITION OR DESTRUCTION OF MATERIALS IN ACCORDANCE WITH THIS PARAGRAPH.
12. Authority and Ownership. Client represents and warrants it owns all Materials submitted to Studio and has the right to engage Studio to provide the Services or furnish the Materials requested by Client or Client’s representative. In the event of any dispute concerning the Materials, including without limitation disputes concerning ownership rights and/or access rights, Client hereby agrees Studio shall have the right to hold the Materials until Studio is provided with:
a. An agreement executed by all parties to the disagreement instructing Studio respecting the Materials; or
b. A certified or file-stamped copy of a court order resolving the disagreement or directing a specific distribution of all or any portion of the Materials. Studio shall not be liable in any way to Client or any other person for its failure or refusal to comply with conflicting or adverse demands concerning the Materials. Client agrees to indemnify Studio, its directors, officers, employees and agents against and hold each of them harmless from any and all claims, damages, costs and expenses of any nature, including attorneys’ fees and costs, arising, directly or indirectly, out of any dispute, including ownership, access and/or any other dispute involving the Materials.
13. Indemnification. Client represents and warrants the Materials delivered to Studio do not in any way defame, violate or infringe any copyright, civil right of privacy or any other right of any third party, including individuals and business entities. Studio will not be required to duplicate and/or deliver any Materials it deems to be obscene or otherwise violate State or Federal statutes. Client agrees to Studio, its directors, officers, employees and agents against and hold each of them harmless from any and all claims, damages, costs and expenses of any nature, including attorneys’ fees and costs, incurred by Studio by reason of any breach or alleged breach of any representation, warranty or agreement herein made by Client, including without limitation any pending or threatened action relating to the infringement or disputed ownership of any Materials or content contained therein, including after any Services performed by Studio Client shall indemnify and hold harmless Studio from all claims, liabilities, cost (including attorneys’ fees) and damages arising out of Studio disposition or destruction of Materials (provided such disposition or destruction is in accordance with provisions of paragraph 8) or the publication, use, distribution, exhibition or other handing of Materials. Any right and remedy belonging to Studio hereunder or under the law shall be deemed cumulative and not exclusive of one another and the exercise by Studio of any such right or remedy shall not preclude Studio from exercising or enforcing any other right or remedy it may have.
14. Right of Refusal. Studio may refuse to provide Services or Materials that require transfer, duplication or other processing by methods other than those usually employed by Studio. In addition, if, upon inspection of Materials, Studio determines further Services in connection with such Materials might subject Studio or its employees to criminal or civil liability, Studio may refuse to provide such Services. In the event of non-payment of services Studio may retain in its possession all client Materials until Studio has been paid in full for the Services or Materials theretofore furnished by Studio.
15. Notices. Any notices or communications to Client by Studio shall be deemed to have been duly given when deposited in the United States mail with postage prepaid to Client at the address shown as Client’s address in Studio’s records. Client may change the address at which it desires to receive such notices by giving written notice of such change to Studio.
16. Intellectual Property. The trademarks, Studio marks, graphics, and logos used in connection with the Studio are trademarks or registered trademarks of or are proprietary to Studio or its affiliates in the U.S. and/or other countries, or other respective owners that have granted Studio the right and license to use such marks. You are granted no right or license with respect to any of such marks and such and all intellectual property may not be used except as provided in this Agreement or in the text of the site.
17. Unsolicited Submissions. Neither Studio nor any of its employees accepts, invites or considers unsolicited submissions of ideas, proposals or suggestions related to our business. All ideas provided in any submission will not be treated as confidential and will become the sole property of Studio without any compensation. Studio and its affiliates will have no obligations with respect to such submissions and may use the ideas for any or no purpose whatsoever.
18. Partial Invalidity; No Waiver. In the event that any portion of these terms and conditions shall be held to be invalid or unenforceable, the remaining terms and conditions shall nevertheless remain in full force and effect as though the invalid or unenforceable portion was not included. The failure of Studio to insist upon Client’s performance of any Client’s obligations hereunder shall not be construed as a waiver of the breach of any other obligation of Client or of any subsequent breach of such obligation. The failure of Studio to exercise any right or remedy which Studio may have hereunder or under the law shall not be construed as a waiver of any other right or remedy which Studio may have hereunder or under the law.
19. Governing Law. The laws of the State of Missouri will govern our ongoing contract, any and all disclaimer terms, without giving effect to any principles of conflicts of laws. If disputes arise and are not resolved, it is agreed that the parties will not sue in court but will instead submit the dispute to binding arbitration by the Better Business Bureau (BBB) of St. Louis, Missouri. This does not include disputes relating to alleged criminal violation, allegations of fraud or misrepresentation, mental anguish, or punitive damages. These additional claims shall be brought in a federal court situated in the City of Saint Louis, Missouri, and the Parties submit to the jurisdiction of Missouri courts and the courts of appeals.
20. General. These Terms embody the entire understanding between us with respect to the subject matter hereof and supersede any and all prior understandings and agreements, oral or written, including as may be contained in or accompanying any purchase order previously or hereinafter submitted by Client, and any prior general agreement (except any separate written security agreement) inconsistent with these Terms. An instrument in writing signed by a Managing Member of Shock City Studios can only modify these Terms.
This document updated August 1, 2019.
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