Media Digitization Service Agreement

This Contract for Services ("Agreement") is entered into between the Client and Ten Thirty-One Pictures Entertainment Inc., an Illinois corporation, doing business as Ten Thirty-One Video (“Ten Thirty-One”). for the purpose of digitizing consumer video tapes.

  1. DESCRIPTION OF SERVICES. Ten Thirty-One will digitize video tape(s) submitted by the Client into digital format(s) and utilize AI-powered restoration and enhancement tools as requested (collectively, the “Services”).
  2. PAYMENT. Payment shall be made to Ten Thirty-One Pictures Entertainment Inc. prior to the commencement of the Services unless otherwise agreed in writing. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 18 percent per year, or the maximum percentage allowed under applicable Illinois laws, whichever is less. Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, Ten Thirty-One has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
  3. TERM. This Contract will terminate automatically upon completion by Ten Thirty-One of the Services required by this Contract.
  4. CLIENT RESPONSIBILITY. The Client acknowledges and agrees that all video tapes are submitted at their own risk. Ten Thirty-One does not guarantee the condition, quality, or successful digitization of any media provided.
  5. LIMITATION OF LIABILITY. Ten Thirty-One shall not be liable for any damage to, loss of, or degradation of the original media.
  6. NO WARRANTY. Ten Thirty-One makes no warranties, express or implied, regarding the quality, completeness or usability of the digitized content.
  7. RETURN OF MEDIA. Upon completion of services, original media will be returned to the Client unless otherwise agreed. The Client is responsible for all shipping costs, shipping insurance costs and assumes all risks associated with transit.
  8. RIGHTS REPRESENTATION AND WARRANTY. The Client represents and warrants that they own, or have obtained all necessary rights, licenses, and permissions to the content contained on the video tapes submitted for digitization. The Client agrees to indemnify and hold harmless the Ten Thirty-One from any claims, damages, or liabilities arising from the digitization of content for which the Client does not have proper rights.
  9. INDEMNIFICATION. Client will indemnify, defend, and hold harmless Ten Thirty-One and its directors, officers, agents, successors, and assigns from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: any negligent, reckless, or intentionally wrongful act of Client or Client’s directors, employees or agents; any breach by Client or Client’s directors, employees or agents of any of the covenants, warranties, or representations contained in this Agreement; any failure of Client to comply with all applicable laws, rules, and regulations; any violation or claimed violation of a third party’s rights, including intellectual property rights, resulting in whole or in part from any violation or claimed violation of a third party’s rights that Client was obligated to obtain a right or license from pursuant to the terms of this Agreement; any misuse of the digitized content by the Client; or injuries to persons that occur on Client’s premises or premises under Client’s control.
  10. EXCEPT FOR BREACHES OF SECTIONS 8 AND 9, EACH PARTY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF A PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THIS LIMITATION WILL APPLY EVEN IF THE REMEDIES AVAILABLE IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
  11. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL TEN THIRTY-ONE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER INCURRED WITH RESPECT TO ONE CLAIM, OR CUMULATIVELY INCURRED FROM MULTIPLE RELATED OR UNRELATED CLAIMS ARISING UNDER THIS AGREEMENT FROM TIME TO TIME, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS PAID BY CLIENT TO TEN THIRTY-ONE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE FIRST CLAIM BROUGHT HEREUNDER.
  12. DISPUTES. All disputes which arise under this Agreement shall be resolved by confidential binding arbitration under the rules of the American Arbitration Association before a single arbitrator (from AAA or some other private mediation organization in Peoria, Illinois, such as JAMS ADR or ADR Services) in Peoria, Illinois. The provisions of this Agreement shall be interpreted according to Illinois law. The decision of the arbitrator shall be final and binding on the parties. In the event that either party hereto commences an action to enforce any of the provisions of this Agreement, the prevailing party in such action shall be awarded from the other party all of the costs (including, without limitation, reasonable attorneys’ fees and court costs) of such action. The parties understand that they otherwise would have a right or opportunity to litigate through a court and have a judge or jury decide their case, but they chose to have any potential disputes between them decided through confidential arbitration.
  13. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
  14. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
  15. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
  16. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
  17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
  18. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

By submitting media for digitization, the Client acknowledges and agrees to the terms of this Agreement.