SHOCK CITY STUDIOS LLC

STANDARD TERMS AND CONDITIONS OF BUSINESS

These Terms and Conditions (herein referred to as “Terms”) govern all requests for Services and submissions of Materials (as defined below) from Shock City Studios LLC and/or any other Shock City Media Group LLC subsidiary (herein referred to as “Studio”). By requesting Services or submitting Materials, you agree to be bound by these Terms. If you do not agree, do not request Services, or submit Materials.

Materials include all media assets such as film, audio, video, digitized content, metadata, props, scripts, storyboards, artwork, prints, music cue sheets, biographies, and edited footage in any medium. Services include duplication, addition, subtraction, digitization, storage, processing, repurposing, authoring, close captioning/subtitling, compression, manipulation, editing, conversion, encoding, transcoding, transmission, distribution, delivery, or any other handling or ordering of Materials. By requesting Services or submitting Materials, you enter into an ongoing contract with the Studio.

The Studio reserves the right to modify these Terms at any time. Any modifications will be effective immediately upon posting on the www.shockcitystudios.com website. Continued use of Services or submission of Materials after changes are posted constitutes acceptance of the modified Terms. It is your responsibility to periodically review the Terms. If you do not agree to the modified Terms, do not request Services, or submit Materials.

If you are under 18, you may only use the Services with supervision from a parent or legal guardian who agrees to these Terms. Parents or legal guardians are fully responsible for their minor’s use of the Studio’s Services, including financial charges and legal liability.

1. Privacy Policy: Your privacy is our priority. This policy outlines the information we collect as Studio, how it is used, and the choices you have regarding its use.

a. Collected Information: Our goal is to provide you with a seamless customer experience.

b. Personal Information: The personal information we may collect includes: business name, name, email, phone, fax, credit card information, and interests in our products and services.

c. Use of Information: We use your personal information for fulfilling requests, responding to inquiries, and collecting debts. We won’t sell, rent, or share it in any manner other than what’s stated in this policy.

With your consent, we may also use your information to deliver marketing and promotional materials and share it with third parties who contract with us to provide Studio or co-branded products. Your information may be combined with outside records to better market to you. You can opt out of receiving marketing materials by sending an email to info@shockcitystudios.com.

Agents and contractors with access to personal information must protect it in accordance with this policy.

In response to a government request, we may disclose information about you. We also cooperate with law enforcement and may disclose personal information in response to legal process, to protect Studio’s property or employees, and to investigate illegal activities.

In the event of a business acquisition, Studio may share your information with the new entity, who will be bound by this policy.

d. Security Measures: Studio uses industry standard practices to protect your information. Our servers are secure, and access is limited to authorized individuals. We use SSL and encryption technologies to protect your credit card information during payment processing.

Please note that while we believe we have appropriate measures to safeguard your personal information, we cannot guarantee that it will never be disclosed in an inconsistent manner.

2. User Information and Security: The client agrees to provide accurate, up-to-date, and complete registration data for setting up an account with Shock City Studios to access the services offered. Shock City Studios may terminate the client’s access if any information provided is found to be false, inaccurate, or incomplete. The studio may store and use the registration data, including credit card information, for providing the services and maintaining and collecting client accounts and billing fees. The use of client’s data is subject to the studio’s Privacy Policy.

3. Payment: The client agrees to pay for all outstanding balances for services and materials upon completion of services or delivery of materials. Balances must be paid by the end of the business day on the Friday of the week services were rendered or materials delivered. Prices are subject to change without notice. Standard prices cover services and materials requiring standard handling, transfer, duplication, processing, or any other related service, using the studio facilities and personnel during normal working hours (9 a.m. to 11 p.m.).

4. Shipping: Shipping costs are not included in the prices and will be borne by the client. Transportation of materials to and from the studio facilities is at the client’s own risk and expense.

5. Delivery: Delivery dates and times, if provided by the studio, are approximate. The client’s order will be fulfilled as soon as possible, taking into consideration delivery of materials by the client, type of services or materials ordered, studio commitments to other clients, and studio facility capacity. Shock City Studios shall not be liable for any losses or damages, including airtime costs, arising from non-delivery or delay in delivery of services or materials, nor shall the studio be liable for failure to notify the client of such non-delivery or delay. Any non-delivery or delay, regardless of the cause, shall not be grounds for cancellation or termination of the client’s order.

6. Responsibility for Materials & Limited Liability. The Studio handles all materials at the client’s own risk. Studio will not be held responsible for any damage or loss, except in cases of willful acts or gross negligence by Studio personnel, in which case Studio’s liability will be limited to replacing the materials with similar quality new media. The client must take care of insuring their materials. The Studio will not be responsible for the acts of third parties it hires to perform services for the client. If any media provided by Studio is defective, Studio will replace it within 30 days after delivery if the client provides written notice. Studio shall not be liable for any damages, including lost profits, caused by technology, third-party errors, client negligence or shipment errors. The client assumes all risk of loss, except as described in this paragraph. This limitation of liability applies to all content, merchandise, and services provided and may not apply in some states that do not allow the exclusion of incidental or consequential damages.

7. “Limitation of Warranty: Studio excludes all warranties, 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 from Studio or its employees or representatives shall create a warranty. Some states do not allow the exclusion or limitation of certain warranties, so this limitation or exclusion may not apply to you.

8. Terms of Payment: The client agrees to pay Studio for all services and materials provided. Open account purchases require prior approval from Studio. If purchased on open account, the client must pay the invoice amount within 30 days of the invoice date. Any invoice adjustments must be presented in writing within 15 days of the invoice date or will be deemed waived by the client. The client agrees to pay interest of 18% per annum or 1.5% per month on all late payments. The client is responsible for all costs, including attorney fees, incurred by Studio for collecting late payments. If services and materials are not purchased on open account, a 50% deposit is required at the time of booking and payment in full is expected at the end of the project. No analog masters, digital session files, hard drives, DVDs, or CD-Rs will be released until all accounts are paid in full. A $35 fee will be charged for returned checks.

9. Studio Lien: In addition to any other rights or remedies, the client grants Studio a lien on all materials until full payment is received. If the materials are surrendered and later reacquired by Studio before payment is received, the lien remains in effect. The client waives the right to receive notice of services and materials ordered by authorized individuals. This section shall not limit or prejudice Studio’s rights under the lien law of Missouri or any other applicable 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 at no cost during transfer, duplication, or processing, and for a reasonable period after, not exceeding 3 months.
• Studio may keep materials at any location it determines, with no guarantee of specific storage location.
• Studio can require client to retrieve materials at any time.
• If client fails to retrieve materials after a 30-day written notice from Studio, Studio may either: a. Send materials to cloud storage, public warehouse, or storage company, at client’s risk and expense, or b. Dispose of materials.
• Client agrees that these procedures for disposing or destroying materials are reasonable and fair, and that the limitation of liability provisions of paragraph 7 will apply.

12. Authority and Ownership:

• Client warrants that it owns all materials submitted to Studio and has the right to engage Studio to provide services or supply materials.
• In case of disputes regarding materials, including ownership, Studio has the right to hold materials until provided with: a. Agreement from all parties involved, or b. Certified court order resolving the disagreement.
• Studio will not be held liable for failure or refusal to comply with conflicting demands concerning materials.
• Client agrees to indemnify Studio and its affiliates against claims, damages, costs, and expenses arising from disputes involving materials, including attorney fees.

13. Indemnification: The Client warrants that the Materials delivered to Studio do not defame, violate, or infringe on any rights, including copyright, privacy, or other rights of any third party. Studio will not be required to process, duplicate, or deliver any Materials that it deems obscene or in violation of state or federal laws. The Client agrees to indemnify and hold Studio, its directors, officers, employees, and agents harmless from any and all claims, damages, costs, expenses, including attorney fees, incurred by Studio due to a breach of any representation, warranty, or agreement made by the Client, including any pending or threatened actions related to the infringement or disputed ownership of any Materials or content. The Client will indemnify and hold Studio harmless from any claims, liabilities, costs, including attorney fees, and damages arising from Studio’s disposition or destruction of Materials in accordance with paragraph 11. Any rights and remedies available to Studio under the law shall be considered cumulative and not exclusive.

14. Right of Refusal: Studio reserves the right to refuse to provide Services or Materials that require processing methods other than those commonly used by Studio. If, upon inspection, Studio determines that providing further Services on the Materials may result in criminal or civil liability, Studio may refuse to provide such Services. In case of non-payment for Services, Studio may retain all client Materials until full payment for the Services or Materials provided has been received.

15. Notices: Notices or communications from Studio to the Client will be considered as given when deposited in the US mail with postage prepaid to the Client at the address listed in Studio’s records. The Client can change the address for receiving notices by providing written notice to Studio.

16. Intellectual Property: The trademarks, logos, graphics, and marks associated with Studio are either trademarks or registered trademarks of Studio, its affiliates, or other owners that have granted Studio the right and license to use such marks. The client is not granted any rights or license related to these marks and all intellectual property can only be used as per the provisions in this Agreement or the site’s text.

17. Unsolicited Submissions: Studio and its employees do not accept, invite, or consider unsolicited ideas, proposals, or suggestions related to its business. Any submitted ideas will not be treated as confidential and will become the sole property of Studio without any compensation. Studio and its affiliates have no obligations related to such submissions and may use these ideas for any purpose or no purpose at all.

18. Partial Invalidity, No Waiver: If any part of these terms and conditions is declared invalid or unenforceable, the remaining terms and conditions will still be in full force and effect. Studio’s failure to enforce any of the client’s obligations will not be considered a waiver of the client’s breach of any other obligation or of any subsequent breach. Studio’s failure to exercise any right or remedy it may have hereunder or under the law will not be considered a waiver of any other right or remedy it may have.

19. Governing Law: The laws of Missouri govern this ongoing contract, any and all disclaimer terms without giving effect to any principles of conflicts of laws. If disputes arise and cannot be resolved, the parties agree to submit the dispute to binding arbitration by the Better Business Bureau (BBB) of St. Louis, Missouri instead of suing in court. This does not include disputes related to alleged criminal violations, fraud or misrepresentation, mental anguish, or punitive damages. These additional claims must be brought in a federal court located in Saint Louis, Missouri, and the parties submit to the jurisdiction of Missouri courts and appeals courts.

20. General: These Terms comprise the entire understanding between the parties related to the subject matter and supersede all prior understandings and agreements, whether oral or written, including those contained in any previous or future purchase orders submitted by the client and any previous general agreement (except any separate written security agreement) that contradicts these Terms. Only a signed writing instrument by a Managing Member of Shock City Studios can modify these Terms.

This document was updated on January 30, 2023.
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