AVRestore Legal Information
 
 

STANDARD TERMS AND CONDITIONS
Please read the following Terms and Conditions ("Terms") carefully. By sending your originals to VIDEO4U services, you (herein referred to as "CLIENT") agree to these Terms. This will constitute a binding agreement between CLIENT (the party who is contracting to receive services and products) and DO Technical Services, Inc. d.b.a. VIDEO4U of 155 Boardwalk Drive, Suite 400 #514, Fort Collins, CO 80525 (herein referred to as "VIDEO4U").

VIDEO4U reserves the right to change these Terms without notice. Please refer to this site periodically for any changes. By continuing to use the Service after VIDEO4U makes any such changes, CLIENT agrees to be bound by the revised Terms.

This document (and any attached documents) contains the entire agreement between VIDEO4U and CLIENT concerning services and products related to image, sound and data (the "Products") from items (including, without limitation, master media, photographs, artwork, label and packaging materials) delivered to VIDEO4U by or for CLIENT (the "Materials"). This document supersedes all prior oral or written understandings, representations and agreements (including any terms which may appear on the CLIENT's documents or order form) between VIDEO4U and CLIENT.

The following Standard Terms and Conditions shall apply to and be a part of CLIENT’s order for media conversion and/or restoration services. The CLIENT, on behalf of itself and its employees, representatives, consultants and each of their afiliates agrees with VIDEO4U as follows:



1. Acceptance
Orders are accepted by VIDEO4U only by: (a) written confirmation of an authorized VIDEO4U representative or (b) shipment of Products, and then only upon the terms herein. VIDEO4U may refuse to accept any order for any reason. CLIENT agrees to all the terms herein. THIS DOCUMENT IS EXPRESSLY SUBJECT TO, AND VIDEO4U'S ACCEPTANCE OF AN ORDER IS EXPRESSLY CONDITIONED UPON, CLIENT'S ASSENT TO EACH AND ALL THE TERMS HEREOF. VIDEO4U HEREBY OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS NOT SPECIFICALLY AGREED TO BY VIDEO4U IN WRITING, INCLUDING TERMS OF CLIENT'S ORDER. CLIENT'S SIGNATURE HERETO OR ACCEPTANCE OF THE GOODS DESCRIBED IN THIS DOCUMENT CONSTITUTES CLIENT'S ACCEPTANCE OF THE TERMS HEREOF.


2. Orders
Prices charged for services and Products provided to CLIENT are as specified in the Statement of Services. CLIENT shall be responsible for all taxes, duties, excises and other charges associated with the production, sale or transportation of Products and performances of services. If the price quoted for the services to be performed under the Statement of Services does not include any additional charge(s) related to a condition assessment or necessary restoring and cleaning of the media provided by CLIENT, the costs of cleaning, repairing, or other work related to the condition of media will be provided to the CLIENT and the Statement of Services price amended to provide for any additional service costs.

CLIENT may not cancel orders after VIDEO4U has begun processing or manufacturing. VIDEO4U shall be entitled to receive full payment of all amounts estimated to be due if cancellation is made after processing or manufacturing has begun.

All shipments of Products will be F.O.B. VIDEO4U facility and shipping charges and risk of loss or damage in transit shall be CLIENT's sole responsibility. Shipment is by regular ground service unless otherwise specified by CLIENT. VIDEO4U reserves the right to make partial shipments.



3. Payment Terms
VIDEO4U will bill CLIENT for completed work according to prices quoted by VIDEO4U either verbally or in writing. CLIENT agrees to pay VIDEO4U the remaining amount due immediately upon invoicing, for all services and products associated with the CLIENT’s work unless other terms are agreed upon in writing. Claims for adjustments in amounts due VIDEO4U must be presented in writing within 5 days from the date of Invoice.

If the CLIENT is found to have made a payment for a lesser amount than the total correct invoice amount, it shall be deemed a "payment on account" and any endorsement or statement on any check (or letter accompanying any check or payment) shall not be deemed to effect or evidence an accord or satisfaction, and VIDEO4U may accept such a check or payment without prejudice to VIDEO4U’s right to recover the balance or pursue any other remedy allowed by law.

VIDEO4U at its sole option may require CLIENT to pay a deposit of fifty percent (50%) of the Statement of Services price upon signing of the contract. If the Statement of Services is amended by the mutual written agreement of the parties, and results in an increase in the price, CLIENT shall pay such increase within seven (7) days of the effective date of the amendment. VIDEO4U’s obligation to perform the amended services is subject to receipt of the increase in the Statement of Services price. Any delay in receipt of the increased price amount may result in a delay of any agreed upon, amended or additional deliverable dates.

If VIDEO4U agrees to extend credit, payment of Invoice is due within 30 days of invoice date. If any amount remains outstanding after its due date, Interest shall run on that amount from the initial due date at the rate of 1-1/2% per month (18% per annum) and shall accrue daily.

Any credit on CLIENT's account must be claimed or used within 12 months from the shipping date of the goods to which the credit relates.

CLIENT grants VIDEO4U a security interest in all Products and Materials until all amounts due are paid in full. VIDEO4U may delay or withhold shipment of any order if payment in full has not been received on any prior order. CLIENT will pay all costs, fees and expenses of every nature (including attorney fees and expenses) incurred by VIDEO4U in recovering any amounts owed by CLIENT, whether or not a lawsuit is commenced.

VIDEO4U does not offer refunds since a service is provided and the product cannot be sold to any other customer. If CLIENT is concerned about the quality that will be received, VIDEO4U suggests submitting a test piece of media for processing.


4. Abandoned Property
CLIENT will make arrangements for the return of their materials from VIDEO4U within (30) days of notification by VIDEO4U that work has been completed. Any materials not claimed by the CLIENT within 45 days of notification by VIDEO4U that work has been completed will be subject to storage fees and Colorado State laws regarding abandoned property. At the time of notification, VIDEO4U will include current storage rates. VIDEO4U has the right to: a) return the Materials to CLIENT at the address indicated on the last order placed by CLIENT, at CLIENT's expense, or b) destroy, erase, or make any other disposition of such Materials without liability to CLIENT or any other person.


5. Materials
Subject to the security interest granted above, CLIENT shall retain title to all Materials and their content. CLIENT warrants it owns all Materials or that it has the right and authority to deliver them to VIDEO4U and have them reproduced. CLIENT also warrants it owns all copyright in the contents of the Materials (including without limitation any computer code embedded therein) or has the unrestricted right to permit VIDEO4U to perform the services requested hereunder. CLIENT warrants the Materials do not contain any obscene or objectionable matter. CLIENT will indemnify, defend and hold VIDEO4U harmless from and against any and all actions, suits, claims, liabilities, damages, losses and expenses (including attorney fees and expenses) arising directly or indirectly out of or in connection with any claim that the services rendered or products manufactured hereunder violate any law or regulation or violate any rights of third parties (including without limitation, any liability for slander, defamation, invasion of privacy, or infringement of any patent, copyright, trademark or other proprietary right of any third party).

CLIENT is solely responsible for delivering Materials to, and retrieving (or paying for shipping) Materials from, VIDEO4U. At CLIENT's request and sole risk, VIDEO4U will store Materials while VIDEO4U is providing services hereunder, at any place that VIDEO4U deems appropriate. During such period, a storage charge may be assessed.

Any CLIENT material found to contain toxic substances or mold will be sent for analysis at the CLIENT’s expense before any VIDEO4U employee performs work on the material. CLIENTS who detect potentially hazardous substances or mold on their material should first send it to a certified lab for analysis before shipping to VIDEO4U to avoid additional charges.


6. Risk of Loss or Damage
CLIENT warrants that all material provided to VIDEO4U is fully insured by CLIENT against all loss or damage while in VIDEO4U’s possession or control without any subrogation rights against VIDEO4U. All CLIENT materials are accepted on the assumption that they are fully insured. The sole remedy by CLIENT for loss or damage to CLIENT material shall be as follows: VIDEO4U will voluntarily, without admission of liability, reimburse CLIENT for the cost of the raw stock that contained the CLIENT material. VIDEO4U accepts no other liability express or implied. Any claim by CLIENT for reimbursement must be made in writing to VIDEO4U within 20 days after actual or constructive notice of the loss or damage.


7. License
CLIENT grants VIDEO4U a non-transferable license to reproduce, transform and distribute copies of Materials to the extent necessary for VIDEO4U to fulfill CLIENT's order.


8. Warranty
VIDEO4U disclaims any express or implied warranty with respect to products or services under this agreement, including without limitation, any express or implied warranty of merchantability or fitness for any use or purpose. VIDEO4U does not make any warranty whatsoever to CLIENT or to any end user or other person. VIDEO4U will review, at its discretion, any CLIENT dissatisfaction with services or products provided a claim is made in writing within 30 days of return shipment. Review does not constitute any warranty whatsoever. VIDEO4U shall in no way be liable for special, incidental, or consequential damages.


9. Tooling, Programs, Specs and Data
VIDEO4U shall retain title to all tooling produced by VIDEO4U. VIDEO4U shall also retain all rights in computer programs, specifications, or data developed by VIDEO4U in or for the performance of this document, even if such computer programs, specifications or data were developed by VIDEO4U for the CLIENT or otherwise.


10. Credits
As additional consideration for the work performed by VIDEO4U under this Agreement, the CLIENT agrees to include a credit to VIDEO4U for any distribution in broadcasting, physical media or other electronic means. Depending on the type of work performed the credit shall be notated in either the credit roll or VIDEO4U custom slate.


11. Confidentiality
If CLIENT discloses confidential information to VIDEO4U and clearly identifies such information in writing as "confidential", VIDEO4U shall use reasonable care to ensure that such information is disclosed only to VIDEO4U's employees or contractors requiring access to such information to render the services or manufacture Products requested by CLIENT. Nothing herein shall limit VIDEO4U's right to use or disclose information that (a) becomes available to the public without fault of VIDEO4U, (b) is lawfully acquired by VIDEO4U from a third party, (c) is in the possession of VIDEO4U at the time of disclosure by CLIENT, (d) is developed by or on behalf of VIDEO4U by persons who have not received CLIENT's confidential information, or (e) is required by law to be disclosed.


12. Delivery Times
VIDEO4U will endeavor to meet its delivery dates, but accepts no liability for any delivery dates, including direct or consequential loss arising from late delivery for any reason. The CLIENT is not entitled to cancel the order by reason of late delivery.


13. Amendments
VIDEO4U reserves the right to change these Terms without notice. Please refer to this site periodically for any changes. By continuing to use the Service after VIDEO4U makes any such changes, CLIENT agrees to be bound by the revised Terms.


14. Severability
If any provision of this document is declared to be invalid or unenforceable by a court of competent jurisdiction, such declaration shall apply only to such provision, and the remaining provisions will remain in full force and effect, and the court is hereby authorized to reduce or expand the scope of the provision which is invalid or unenforceable in order to make it valid and enforceable.


15. International
The English language text, and American usage thereof, shall control the interpretation of this document and all other writings between the parties. All writings required hereunder shall be in the English language. CLIENT's payments shall be made in United States dollars, and CLIENT shall bear the risk of any exchange rate fluctuations. CLIENT shall: comply with all domestic or foreign laws related to its order; comply with all import and export laws and regulations and all applicable security and controller access laws and regulations, including obtaining all necessary security clearances, for airports, cargo transport areas, and related facilities, and be responsible for obtaining all required governmental approvals and licenses, and paying all customs, fees, taxes, duties and other charges in connection with the performance of the terms hereof.


16. Force Majeure
AVRESTORE will not be responsible for claims or damages from delay in delivery of failure to perform if such failure or delay is caused by circumstances beyond the reasonable control of VIDEO4U or its suppliers or contractors (including, but not limited to, acts of God, unavailability of materials, equipment failures, strikes or other labor disturbances).


17. Insolvency
CLIENT represents by submitting an order that CLIENT is not insolvent, as that term is defined in the applicable Uniform Commercial Code. In the event CLIENT becomes insolvent before delivery of goods, CLIENT will notify VIDEO4U in writing. A failure to so notify VIDEO4U shall be construed as a reaffirmance of CLIENT's solvency at the time of delivery.


18. Waiver of Contractual Right
All AVRESTORE's rights herein are cumulative and not restrictive. No waiver by VIDEO4U of any CLIENT's defaults or failure to perform shall operate as a waiver of future defaults or failures to perform.


19. Governing Law
This document shall be governed by and construed in accordance with the laws of the State of Colorado, without application of conflict of laws principles. CLIENT consents to the exclusive jurisdiction of any state or federal court located within the State of Colorado, and agrees any action by CLIENT shall be filed in such courts.


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