Terms and Conditions of Service

Effective 01 January 2024 

The Ideation Emporium of Creativity (“The Ideation Emporium of Creativity,” “VPDR,” “Video, Pictures- Digitization, Restoration,’ “we,” “us,” or “our”) oversees the website, videopicturesdigitizationrestoration.com (“Site”) and related services. By placing an order to purchase our Services (an “Order”), you (“Buyer,” “Customer,” “you,” or “your”) agree to these Service Order Terms and Conditions (“Service Order Terms”). All of the collective services provided by VPDR are understood collectively as the “Services.” VPDR is aware of the personal sentimental value of your Materials. It is our intent to help transfer your Materials so they can be shared and preserved for generations to come.

All Services are mutually non-exclusive beyond an executed Order. For purposes of clarity, Buyer understands that VPDR receives from Buyer various personal items, including but not limited to personal, films, film reels, photos, pictures, various VHS tapes, CDs, DVDs, digital drives, memory sticks, flash/thumb drives, and audio recordings (“Materials”). VPDR takes the Materials, organizes and digitizes them (“Digitized Materials”), and saves the Digitized Materials onto a thumb drive, or server in the cloud. VPDR offers customer service and various communications with each Buyer during these processes.

MATERIAL RISK

WARNING-YOU UNDERSTAND THAT THERE IS INHERENT RISK IN SUBMITTING YOUR MATERIALS TO VPDR, AND YOU RECOGNIZE THAT YOU MAY NOT RECEIVE YOUR MATERIALS BACK, AND/OR YOU MAY NOT RECEIVE YOUR MATERIALS BACK IN THE SAME CONDITION THAT THEY WERE SENT TO US. BY PLACING AN ORDER WITH VPDR, YOU ACCEPT THIS RISK.

Occasionally, Materials may arrive at our offices in an unplayable or defective condition that does not permit transfer. If Materials are not transferrable due to age, fragility, format, damage, or any other condition we are not responsible for, you are still responsible for all shipping charges. If we do not attempt to transfer material, then no service charge shall be applied. It is also possible that your Materials might become damaged during the digitization process. This can happen through no fault, or negligence, of our own, particularly when the Materials you have sent to us are old media files that have already begun degrading before we have received them.

If we determine that Materials are likely to be damaged in the transfer process, we reserve the right to refuse to attempt to make a transfer. At our sole discretion, we may reach out to the customer to discuss the risk of the transfer and if they wish to proceed. Any risk of damage is always the sole responsibility of the customer.

Each Customer order is processed in its entirety before starting other customer’s orders. This is to ensure that materials are maintained and not misplaced. If you send us a notification letting us know that you believe we have misplaced, damaged, or mismatched your Materials, after they were received by us and in our possession, we will review your notification carefully (a “Notification of Loss”). Failure to provide VPDR with a Notification of Loss within thirty (30) days of your receipt of your Materials and Digitized Materials as returned to You shall be deemed a waiver of your right to file a Notification of Loss and shall conclusively demonstrate your acceptance of the Materials and Digitized Materials as returned to You. You agree to be bound by our review and determination. As further outlined below, VPDR makes no warranty and disclaims all potential liability, with regard to all aspects of our Services in the handling of your Materials.

In the event that we have provided you with mismatched Materials, you agree to return the mismatched Materials to us within fifteen (15) business days of your receipt of the return shipping instructions. The costs of shipping will be paid by VPDR.

IN ANY CASE, YOU AGREE TO ACCEPT THE RISK OF SENDING YOUR MATERIALS TO US, AND FURTHER, YOU HEREBY AGREE TO BE BOUND TO OUR DETERMINATION AND ASSESSMENT OF YOUR NOTIFICATION OF LOSS. You agree that you will not disparage, libel, or defame VPDR, and you agree that you will not take any steps to cause reputational damage to our business in contravention of any state or federal laws preventing tortious interference with a business.

VPDR will allow for services to be canceled up to the day of the arrival of Materials. No cancellations may be made by the Customer after that period. It is at the sole discretion of VPDR if a request for a cancellation will be honored and that will be only if transfer has not begun.

ONLINE DATA

In certain circumstances, we may choose to make your Digitized Materials available to you by providing you with a link to your Digitized Materials, which may be hosted in a cloud environment online, in which case we might use a third-party provider to facilitate this Cloud Digital Delivery (including by way of example, Google or Amazon) (collectively, the foregoing service is understood as “Cloud Digital Delivery”).

Transferred Digital Materials will be accessible for 30 (thirty) calendar days. Customers are solely responsible for retrieving/downloading their Materials. VPDR will NOT retain a copy of your Materials. After 30 days, Materials may be erased and once erased will NOT be able to be retrieved unless agreed upon in a specific written contract. Services would have to be paid for again to duplicate the transfer process constituting a new Order.

In the event that we make your Digitized Materials available through Cloud Digital Delivery, you acknowledge and agree that VPDR does not control the online hosting environment, its security, its authenticity, or its integrity. You further acknowledge and agree that VPDR has no responsibility or control over the Cloud Digital Delivery service, and VPDR shall bear no liability for anything that might happen to your Digitized Materials therein. You agree to hold harmless VPDR for any actions related to your Digital Materials in any way, whatsoever, with respect to the Cloud Digital Delivery, including but not limited to, any loss, destruction, corruption to the Digitized Materials, as well as any unavailability, lack of access, or irretrievability that you might experience if your Digitized Materials are offered through Cloud Digital Delivery.

The use and storage of Your Files by Third Party Services will be governed by their privacy policies and terms.

WARRANTY DISCLAIMER

VPDR makes NO GUARANTEES OR WARRANTY to the final quality of the transfer. No refunds will be issued as the Services being paid for are in good faith attempts to transfer the materials. It is our goal to provide the highest quality of transfers to all Customers, however, the Customer assumes all risk that Materials may not produce the expected results.

You acknowledge that you are responsible for any actions you take in placing an Order with us.  You recognize that placing an Order with us and sending us your Materials are taken solely at your own risk.

 THE SERVICES, MATERIALS, AND DIGITIZED MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.

 VPDR, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES, HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ALL WARRANTIES WHETHER ARISING OUT OF LAW, STATUTE, COURSE OF DEALING, TRADE USAGE, OR ANY OTHER RELATIONSHIP. WE MAKE NO WARRANTIES OF ANY KIND REGARDING THE SERVICES, THE MATERIALS, THE DIGITIZED MATERIALS, AND/OR ANY OTHER SERVICES OR PRODUCTS THAT WE PROVIDE. WE MAKE NO WARRANTIES WITH REGARD TO THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, FUNCTIONALITY, TIMELINESS, SPEED, OR ACCESSIBILITY OF ANY SERVICES, MATERIALS, DIGITIZED MATERIALS, OR OTHER PRODUCTS AND SERVICES THAT WE PROVIDE. WE DO NOT WARRANT THAT THE SERVICES, MATERIALS, DIGITIZED MATERIALS, OR OTHER PRODUCTS AND SERVICES WILL BE COMPLETE, WITHOUT DEFECT, ACCURATE, INTACT, UNDAMAGED, ERROR-FREE, OR VIRUS-FREE. TO THE EXTENT ANY JURISDICTION DOES NOT PERMIT US TO DISCLAIM WARRANTIES IN THESE WAYS, WE DISCLAIM WARRANTIES TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

 IN NO EVENT WILL VPDR, OUR DIRECTORS, OUR OFFICERS, OUR EMPLOYEES, OUR CONTRACTORS, OUR AGENTS, OR OUR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY OR UNDER ANY EQUITABLE THEORY ARISING OUT OF OR IN CONNECTION WITH YOUR ORDER, THE SERVICES, THE MATERIALS, THE DIGITIZED MATERIALS, AND ANY OTHER SERVICES OR PRODUCTS PROVIDED BY VPDR, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, CLINICAL OUTCOMES, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THE SERVICES MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. 

LIABILITY LIMITATION

TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE VPDR, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES, FROM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SERVICES AND YOUR RECEIPT OF THE MATERIALS AND DIGITIZED MATERIALS.

INDEMNIFICATION

You will indemnify, defend, and hold harmless VPDR, our licensors and affiliates, and our and their respective directors, officers, employees, contractors, agents, and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of, in connection with, caused by or resulting from:

1.         your placement of an Order, your submission of Materials, and your communications with VPDR;

2.         your violation of any of the provisions of these Service Order Terms;

3.         any activity related to your accessing the Services, including, without limitation, negligent or wrongful conduct; or

4.         your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right.

For purposes of clarity, these indemnification obligations apply to you and your Order for our Services. We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

FORCE MAJEURE

If any loss, damage, delay, or non-performance is a result of acts of nature, or natural disaster or catastrophe; pandemic, virus, plague, disease, or quarantine; war, invasion, other hostilities (including acts of terrorism), rebellion, or any other materially disruptive military or political event; embargo or labor dispute; power failures or other disruptions to services and utilities on which VPDR relies (including but not limited to, any outage in hosting services provided by a third-party host for VPDR online services); or any other unforeseen and external occurrence for which VPDR is not responsible and could not predict which is required for the performance of its obligations, then VPDR will not be not be liable for any such loss, damage, delay, or non-performance of services to the full extent excused under applicable law.

RIGHTS & ARBITRATION

Your rights and obligations under these Terms of Use are not assignable to any third party—neither voluntarily or by operation of law—without the prior written consent of VPDR. Any assignment or purported delegation by you without VPDR’s written consent will be null and void and of no force or legal effect.

This contract is to be governed at all times by the laws of the State of Michigan applicable to agreements made and to be wholly performed within that state, without regard to its conflict of laws provisions or the conflict of laws provisions of any jurisdiction that would cause the application of any law other than those of the State of Michigan.

Any dispute or claim relating in any way to your use of VPDR’s services, or your visit to the Site, will be resolved by binding arbitration rather than in court. You agree that the arbitration will occur before a single arbitrator. You also agree that both parties will be responsible for their own costs and attorney’s fees, unless the claim is frivolous, in which case the arbitrator shall award attorney’s fees. The arbitrator will be selected by VPDR.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator can, however, award the same damages and relief as a court on an individual basis, and an arbitrator will follow and apply these Terms of Use as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at VPDR, Attn: ARBITRATION, 4316 Dobie Rd, Okemos, MI 48864. Payment of all filing, administration and arbitrator fees will be the responsibility of the customer. You agree that, if possible under all relevant rules, the arbitration will occur in the State of Michigan, in the city of Lansing.

You and VPDR both agree that any dispute resolution proceedings, whether judicial or arbitrated, will be conducted only on an individual basis, and not in a class nor any other consolidated or representative action. YOU AND WE BOTH HEREBY EXPRESSLY WAIVE EACH OF OUR OWN RIGHT(S) TO BRING CLAIM(S) AGAINST THE OTHER AS A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION, WHETHER A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION(S), OR ANY SIMILAR PROCEEDING IN WHICH SOMEONE IS ACTING IN A REPRESENTATIVE CAPACITY OVER MULTIPLE PARTIES.

This Terms of Use, together with the Privacy Policy, CCPA Policy (when applicable), Service Order Terms, and DMCA Policy (when applicable) represents the full agreement between you and VPDR. No other representations (besides the individual price quote you are given for VPDR’s services), whether oral or written, form any part of your agreement with VPDR. Additionally, this Terms of Use cannot be orally modified, even by VPDR personnel, and no provisions of it can be waived by either party except in writing.

If any court or other body of competent jurisdiction declares any part of this Agreement to be unenforceable, then that part will be deemed severed, and the enforceability of the remaining parts will not be affected. The unenforceable part will simply not be considered to be part of this Agreement.