Shock City Studios Standard Terms and Conditions of Business
These Terms and Conditions of Business shall govern ANY submission of Materials (as defined below) to Shock City Studios LLC and/or any other Shock City Studios subsidiary (hereinafter collectively referred to as “Shock City Studios”) as well as requesting/ordering Services (as defined below) from Shock City Studios. Submitting Materials or requesting Services are subject to your acceptance of these Terms and Conditions of Business. These Terms and Conditions of Business affect your rights and you should read them carefully. If you do not agree to be bound by, please do not submit Materials to or request Services from Shock City Studios. The term “Materials” hereby includes any and all media assets, including without limitation, film, audio, video, digitized content, metadata, props, scripts, story boards, 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 Shock City Studios (collectively, “Services”). Your submission of Materials to or requesting/ordering Services from Shock City Studios constitutes an ongoing contract between you and Shock City Studios. By submitting Materials to Shock City Studios or ordering Services, you agree to accept and to be bound by these Terms and Conditions of Business. Shock City Studios reserves the right, in its sole discretion, to modify these Terms and Conditions of Business at any time. Any such modifications will be immediately effective upon being noticed on this website. Your continued submission of Materials, including following the posting of changes, will mean that you accept and agree to these Terms and Conditions of Business, as well as to any changes on this website. By your continued submission of Materials, you hereby agree to periodically review these Terms and Conditions of Business on this website. If you choose not to agree to these or any modified Terms and Conditions of Business, please do not submit Materials or request Services.
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 And Conditions of Business. If you are a parent or legal guardian agreeing to these Terms And Conditions of Business for the benefit of a child under the age of 18, be advised that you are fully responsible for his or her use of Shock City Studios Services, including all financial charges and legal liability that he or she may incur.
Your Privacy is Important to us. The following information is designed to help you better understand the information we gather as Shock City Studios, how we handle the information once we gather it, and the choices you have regarding our use of the Information.
The Information We Collect: Our primary goal in collecting Information is to provide you with a smooth and efficient customer experience.
Personally Identifiable Information:
The types of personally identifiable information that may be collected by Shock City Studios 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.
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 Shock City Studios or jointly branded products so that these parties can share information with you about new products and promotions that may interest you. [Further, Shock City Studios 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 Shock City Studios.
We can (and you authorized 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 count order or a subpoena, to protect the property of Shock City Studios or the safety of our employees or others, and to investigate fraud, intellectual property Infringements or other illegal or dangerous activity.
Our Commitment to Security:
Shock City Studios 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 steel 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. User Information and Security Policies.
Client agrees to pay for all Services and Materials ordered at Shock City Studios prices in effect at the date of delivery of Services and/or Materials to Client. 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 Shock City Studios facilities and the employment of Shock City Studios personnel during normal working hours.
5. Taxes and Shipment.
Shock City Studios prices do not include sales, use, manufacturing, excise, processing and other taxes, either presently existing or which may be imposed in the future, in connection with Services or Materials furnished by Shock City Studios or Materials used by Shock City Studios in completing Client’s order. Any such taxes shall be added to the prices charged to the Client. If Client is exempt from any taxes, Client shall provide Shock City Studios at the time Client submits Materials to Shock City Studios and/or orders Services from Shock City Studios the appropriate tax exemption documentation, which documentation must be acceptable to Shock City Studios. All prices are FOB, Shock City Studios place of business where the Services and/or Materials are furnished. Transportation of Materials to and from Shock City Studios facility shall be at client’s sole risk and expense.
Delivery dates and times, if furnished by Shock City Studios, are approximate. Client’s order will be filled as rapidly as practicable taking into consideration the delivery to Shock City Studios of Materials by Client, the type of Services or Materials ordered by Client, Shock City Studios obligations to other Clients and SHOCK CITY STUDIOS facility capacity. SHOCK CITY STUDIOS 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 SHOCK CITY STUDIOS 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 Shock City Studios control.
7. Responsibility for Materials; Limited Liability.
Materials are received, processed, used, stored and otherwise handled by Shock City Studios at Client’s sole risk. Shock City Studios 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 Shock City Studios personnel acting within the scope of their authority or the gross negligence of Shock City Studios, in which event Shock City Studios 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 film Materials, with a similar quantity of unexposed raw stock. Shock City Studios 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. Shock City Studios shall not insure any Materials while in the possession or under the control of Shock City Studios or while in transit, such insurance coverage being Client’s sole responsibility. Shock City Studios shall not be liable to Client nor to any other person for any act or omission of any person selected by Shock City Studios to perform Services or furnish Materials for Client. If any medium, including without limitation, film, video tape, audio tape, CD or DVD, furnished by Shock City Studios hereunder is found to be defective in manufacture, Shock City Studios shall replace such medium with new unrecorded media of similar type, provided Client gives Shock City Studios written notice thereof within thirty (30) days after initial delivery to Client. EXCEPT FOR SUCH REPLACEMENT, SHOCK CITY STUDIOS SHALL HAVE NO FURTHER LIABILITY IN CONNECTION WITH SUCH DEFECTIVE MEDIA, EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH, CLIENT AND SHOCK CITY STUDIOS AGREE SHOCK CITY STUDIOS 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 or DVD, be labeled or shipped in error, Shock City Studios will promptly correct such error by replacement of the media at Shock City Studios expense, provided a written notice of error in labeling or shipping is given to Shock City Studios within twenty (20) days after shipment. IN NO EVENT SHALL SHOCK CITY STUDIOS 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 Shock City Studios 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 4. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SHOCK CITY STUDIOS 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.
8. Limitation of Warranty.
Except as provided in paragraph 4, SHOCK CITY STUDIOS 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 SHOCK CITY STUDIOS 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.
9. Terms of Payment; Cost of Collection; Attorney’s Fees.
Client agrees to pay Shock City Studios 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 Shock City Studios. If Services and Materials are furnished to Client on open account, Client shall pay Shock City Studios 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 Shock City Studios 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 Shock City Studios 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 Shock City Studios all costs and expenses (including attorneys’ fees) incurred by Shock City Studios 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 masters, DVD’s 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.
10. Shock City Studios Lien; Waiver of Notice.
In addition to any other rights or remedies Shock City Studios may have under the law, or under any other agreement with Client, Client grants Shock City Studios a lien, dependent on possession, on all Materials, and such Materials will be retained by Shock City Studios until payment in full of the amount owed to Shock City Studios in order to perfect the lien to secure payment of the general balance of amounts owed Shock City Studios by Client from time to time. If the Materials are surrendered to Client or a third person and thereafter reacquired by Shock City Studios 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 Shock City Studios. 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 Shock City Studios under the lien law of the State of California or any applicable lien law of any other state.
11. Cancellation Policy – Studio Booking.
Unless otherwise noted with Client, a 50% deposit is required with booking studio time at Shock City Studios. 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. Less than 48 hours notice – deposit is forfeited and applied to booked time. 3. More than 48 hours notice – deposit is refunded in full.
12. Storage and Removal of Materials.
Shock City Studios 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. Thereafter, Client agrees to pay Shock City Studios then existing storage fees. Any Materials held for the account of Client may be kept at such place or places as Shock City Studios may determine, there being no promise or representation that any Materials held by Shock City Studios will be stored at any particular location. At any time, Shock City Studios may require Client to retake possession of any or all of Materials. Upon failure of Client to remove such Materials at Shock City Studios request, Shock City Studios, at its option after thirty (30) days’ written notice given by Shock City Studios to Client at Client’s last known address as it appears on the records of Shock City Studios, may either (i) send such Materials to 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 Shock City Studios or (ii) destroy or make other disposition of said Materials. Client agrees because of the impracticability of Shock City Studios 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 4 SHALL APPLY TO THE DISPOSITION OR DESTRUCTION OF MATERIALS IN ACCORDANCE WITH THIS PARAGRAPH.
13. Authority and Ownership.
Client represents and warrants it owns all Materials submitted to Shock City Studios and has the right to engage Shock City Studios 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 Shock City Studios shall have the right to hold the Materials until Shock City Studios is provided with: (i) an agreement executed by all parties to the disagreement instructing Shock City Studios respecting the Materials; or (ii) 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. Shock City Studios 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 Shock City Studios, 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.
Client represents and warrants the Materials delivered to Shock City Studios 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. Shock City Studios 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 Shock City Studios, 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 Shock City Studios 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 Shock City Studios Client shall indemnify and hold harmless Shock City Studios from all claims, liabilities, cost (including attorneys’ fees) and damages arising out of Shock City Studios 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 Shock City Studios hereunder or under the law shall be deemed cumulative and not exclusive of one another and the exercise by Shock City Studios of any such right or remedy shall not preclude Shock City Studios from exercising or enforcing any other right or remedy it may have.
15. Right of Refusal.
Shock City Studios may refuse to provide Services or Materials that require transfer, duplication or other processing by methods other than those usually employed by Shock City Studios. In addition, if, upon inspection of Materials, Shock City Studios determines further Services in connection with such Materials might subject Shock City Studios or its employees to criminal or civil liability, Shock City Studios may refuse to provide such Services and may retain in its possession all Materials until Shock City Studios has been paid in full for the Services or Materials theretofore furnished by Shock City Studios.
Any notices or communications to Client by Shock City Studios 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 Shock City Studios records. Client may change the address at which it desires to receive such notices by giving written notice of such change to Shock City Studios.
17. 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 Shock City Studios or its affiliates in the U.S. and/or other countries, or other respective owners that have granted Shock City Studios 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.
Neither Shock City Studios nor any of its employees accepts, invites or considers unsolicited submissions of ideas, proposals or suggestions related to our Studios. All ideas provided in any submission will not be treated as confidential and will become the sole property of Shock City Studios without any compensation. Shock City Studios 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 Shock City Studios 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 Shock City Studios to exercise any right or remedy which Shock City Studios may have hereunder or under the law shall not be construed as a waiver of any other right or remedy which Shock City Studios 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. Client hereby agrees to submit to the personal and exclusive jurisdiction of the courts of the state of Missouri, city of Saint Louis, in connection with any dispute with Shock City Studios.
These Terms and Conditions of Business 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 and Conditions. An instrument in writing signed by a Managing Member of Shock City Studios can only modify these terms and conditions.
*Updated March 1, 2012.
All materials ©2012 Shock City Studios LLC unless otherwise noted. All rights reserved.