TERMS OF AGREEMENT BETWEEN CUSTOMER AND CHICAGO REWINDS, LLC

1. 1.Applicability. These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Chicago Rewinds, LLC (“Chicago Rewinds”) and the customer (“Customer”). Chicago Rewinds shall issue an invoice or order confirmation (the “Order Confirmation”) to Customer stating the scope and price of the Services (defined below). The Order Confirmation and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Customer acknowledges and agrees that Customer shall be deemed to have read, understood, and accepted the Agreement, which is comprised of the Order Confirmation and these Terms, by and when Customer makes payment Chicago Rewinds. Customer agrees that such acknowledgement and agreement and receipt of Order Confirmation, combined with Customer’s act of making payment, shall have the same legal force and effect as a written contract with Customer’s written signature and satisfy any laws that require a writing or signature, including any applicable statute of frauds. For the avoidance of doubt, Customer agrees that its act of making payment constitutes acknowledgement that it has read, understood, and agreed to be bound by the Agreement, and Customer agrees that it shall not challenge the validity, enforceability or admissibility of the Agreement on the grounds that it was electronically transmitted or authorized.
2. 2.Conflicts. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern, unless the Order Confirmation expressly states that the Order Confirmation shall control.
3. 3.Services. Chicago Rewinds shall provide the video digitization services to Customer as described in the Order Confirmation (the “Services”) and these Terms, including the transferring of content from VHS tapes and DVDs provided by the Customer onto digital media as specified in the Order Confirmation.
4. 4.Performance Dates. Chicago Rewinds shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only. Chicago Rewinds agrees to maintain Customer’s digital files for a period of thirty (30) days following the day when Chicago Rewinds provides Customer with a link to access the digitized files. Customer agrees that Chicago Rewinds shall not be responsible or liable for Customer’s failure to download such files within a thirty (30) day period.
5. 5. Customer’s Obligations.
   • (a) Customer shall cooperate with Chicago Rewinds in all matters relating to the Services and respond promptly to any Chicago Rewinds’ request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Chicago Rewinds to perform Services in accordance with the requirements of this Agreement;
   • (b) Occasionally, items may arrive at the offices of Chicago Rewinds in an unplayable or defective condition, or items may become unplayable or defective as a result of the digitization process through no fault of Chicago Rewinds. Customer acknowledges that it is solely responsible for providing items in a suitable condition for digitization. Customer further acknowledges that Chicago Rewinds shall not be held responsible for any unplayable or defective items, regardless of whether the items arrive in that condition or the condition results from the digitization process. If items arrive in an unplayable or defective condition or become so as a result of the digitization process, Chicago Rewinds will promptly notify Customer, and at Customer’s election, which election must be made within 30 days’ of such notice, Chicago Rewinds will destroy the unplayable or defective items or, provided Customer makes advance payment of any shipping costs or other expenses of Chicago Rewinds, return the items to Customer.
   • (c) Customer shall ensure that the content provided for digitization does not violate any copyright, trademark, intellectual property rights, or any other applicable laws. Customer agrees to defend, indemnify, and hold Chicago Rewinds harmless from and against any claims, damages, legal actions, attorneys’ fees and costs, and any other costs or damages of any kind or nature arising from the Customer’s infringement of such rights. Additionally, Customer shall confirm that the content does not contain explicit, obscene, or otherwise objectionable material. Chicago Rewinds may in its sole discretion and for any reason refuse to digitize any content.
6. 6.Acts or Omissions By Others. If Chicago Rewinds’ performance of its obligations under this Agreement is prevented or delayed by any act, omission, or event outside Chicago Rewind’s control, Chicago Rewinds shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
7. 7.Risk of Loss. Chicago Rewinds provides the service of transferring and converting various media into different forms. Chicago Rewinds does not provide any services related to shipment of that media to or from its office. For this reason, any services purchased from Chicago Rewinds are made pursuant to a shipment contract. This means that the risk of loss for Customer’s media passes to Chicago Rewinds only when it arrives at its offices, subject to any contrary terms in the Agreement, and the risk of loss passes back to Customer when Chicago Rewinds delivers Customer’s media to the shipping carrier. Customer acknowledges that Chicago Rewinds is not responsible for late, lost, damaged or misdirected mail.
8. 8.Payment and Fees
   • (a)Advance Payment. In consideration of the provision of the Services by Chicago Rewinds and the rights granted to Customer under this Agreement, Customer shall make payment in the total amount set forth in the Order Confirmation. Customer shall make all payments in advance. Chicago Rewinds shall initiate the services only upon receipt and clearance of the advanced payment in the total amount of the Order Confirmatio
   • (b)Tiered Pricing System. Chicago Rewinds offers a tiered pricing structure to reward customers with better deals as they purchase more services. Customer acknowledges and agrees that the following pricing structure applies to the Agreement:
     • (i)For the first ten (10) items to be digitized, the price per tape shall be $20.
     • (ii)For the subsequent ten (10) items to be digitized (from the 11th the 20th), the price per tape shall be $18.
     • (iii)For all items beyond twenty (20), the price per item shall be $16.
     • (iv)For illustrative purposes, if Customer buys the digitization of 35 items, the total price of the order confirmation shall be as follows:

       Group	Price Per Item	Total Per Group
       Item1-10	$ 20.00	$ 200.00
       Item 11-20	$ 18.00	$ 180.00
       Item 21-35	$ 16.00	$ 240.00
       Total		$ 620.00

9. 9.Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
10. 10.Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Chicago Rewinds in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the “Deliverables”), except for any Confidential Information of Customer or Customer materials] shall be owned by Chicago Rewinds. Chicago Rewinds hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
11. 11.Confidential Information. Chicago Rewinds acknowledges that the media provided by Customer may contain private, sensitive, or confidential information. Chicago Rewinds agrees to handle such information with reasonable care. Chicago Rewinds shall not disclose, sell, or distribute Customer’s digitized content to any third party without the express written consent of Customer, except as required by law or with Customer’s permission.
12. 12.Representation and Warranty. Though it strives for perfection, Chicago Rewinds does not represent or warrant that the Services provided will be error-free or that all defects will be correctable. Further, Customer acknowledges and agrees Chicago Rewinds does not warrant that any of its Services will fit the particular purpose of Customer. If Customer is dissatisfied with the Services, Chicago Rewinds, may, in its sole discretion either: (a) repair or re-perform such Services (or the defective part); (b) credit or refund the price of such Services at the pro rata contract rate; or dispute the complaints regarding the Services. UNLESS OTHERWISE SPECIFIED IN WRITING, CHICAGO REWINDS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR WARRANTY OF TITLE; OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
13. 13.Limitation of Liability. Chicago Rewinds shall not be liable for any theft, loss, or damage to the tapes, DVDs, or digitized content, whether physical or digital. Customer acknowledges and agrees that Customer assumes all risks associated with the transfer and handling of their materials. Additionally, Chicago Rewinds shall not be held liable or held responsible for any unauthorized access, hacking, or deletion of the digitized content stored by the Customer. It is the Customer’s responsibility to take appropriate security measures to safeguard media. IN NO EVENT SHALL CHICAGO REWINDS’S LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY CLAIM, DAMAGE, LOSS, LEGAL ACTION, OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND PUNITIVE DAMAGE, OR LOSS OF USE, REVENUE, AND PROFIT, ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CHICAGO REWINDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CHICAGO REWINDS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO CHICAGO REWINDS PURSUANT TO THE APPLICABLE ORDER CONFIRMATION.
14. 14. Termination. In addition to any remedies that may be provided under this Agreement, Chicago Rewinds may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount due under this Agreement; (b) has breached or not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
15. 15.Waiver. No waiver by Chicago Rewinds of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Chicago Rewinds. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16. 16.Relationship of the Parties and Assignment. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Chicago Rewinds. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
17. 17.Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Illinois. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in courts located in the City of Chicago, County of Cook, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Customer shall be liable for Chicago Rewinds’ attorneys’ fees and costs associated with such suit, action, or proceeding if Chicago Rewinds’ prevails or partially prevails on any claim. For the avoidance of doubt, unless Customer prevails on all claims in and obtains a judgment or final determination awarding Customer 100% of its claimed damages, Customer shall be liable for Chicago Rewinds’ attorneys’ fees and costs.
18. 18.Notices, Amendment, and Modification. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by email. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
19. 19.Severability and Survival. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Laws, and Severability and Survival.

FOR THE AVOIDANCE OF DOUBT, CUSTOMER ACKNOWLEDGES THAT BY MAKING PAYMENT TO CHICAGO REWINDS UPON RECEIPT OF AN ORDER CONFIRMATION, CUSTOMER SHALL BE DEEMED TO HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS, AND THE TIME OF CUSTOMER’S EXECUTION OF THIS AGREEMENT SHALL BE DEEMED TO BE THE TIME THAT CHICAGO REWINDS RECEIVES SUCH PAYMENT.