SOUNDLOFT LLC POLICIES – TERMS AND CONDITIONS
1. Acceptance. These terms and conditions constitute a part of the contract between SOUNDLOFT LLC and Client. Different or additional terms and conditions, which may be included in Client’s purchase order or other acceptance of this quotation are hereby rejected unless approved in writing by SOUNDLOFT LLC. Conditions pertaining to payment of deposits and initial exchange of monies for recording and production services are laid out in article 3.
2. Studio Facilities: SOUNDLOFT LLC shall make the Studio and the Operators, if any, available to the Client for the Period of Booking and shall produce the Recording or Photographs at the direction and subject to the monitoring and approval of the Client or the Representatives thereof. As a gratuity SOUNDLOFT LLC will allow clients a 15-minute window of time before and after session for Set-up and Breakdown. The Client agrees to only permit persons directly involved in the recording/photography operation or conduct of said operation to enter the Studio Building and only during the Booking Period. Access for additional persons not involved directly with said operation are subject to a $20.00 fee that will be accessed to clients invoice day of visit. SOUNDLOFT LLC reserves the right to exclude extraneous persons from facilities whatever said reason. SOUNDLOFT LLC reserves the right to require any person not so involved to leave the Studio premises. The Client acknowledges all responsibility for monitoring the conduct of recording and assumes the duty of approving his/her final product, certifying its completion, and ensuring the compatibility of any equipment he/she provides. SOUNDLOFT LLC Reserves the right to dismiss any Client or representative who through abusive conduct threatens or causes material damage to the studio facilities/equipment, creates an open disturbance, or undertakes actions/makes statements violating the confines of reasonable public behavior from the studio premises. In the event of such a dismissal, NO REFUND will be issued.
3. Terms of Payment. Upon acceptance of an issued or verbal quote, the client agrees to pay 50% of accepted quote before commencement of work, as a non-refundable deposit to reserve requested time slot. The balance and any additional cost, fees or tariff’s incurred are due the same day as requested time slot.
4. Rates; Additional Charges. All rates are subject to change at any time without notice. In addition, SOUNDLOFT LLC reserves the right to bill Client for additional charges incurred for any reason or cause that is the direct material fault of Client (including, but not limited to, Client's submitting materials which are not legible or otherwise suitable to produce the work) or otherwise beyond SOUNDLOFT LLC’s control. Client shall pay and be solely responsible for any and all royalties and other fees payable to any third party. By agreeing to these terms, the Client legally indemnifies SOUNDLOFT LLC from any litigation pursuant to copyrights or disputes arising from intellectual properties utilized in the Client's production. The Client agrees to the hourly rate specified on their official issued quote, or, in the event that such a quote is lost or absent, the current applicable rates at SOUNDLOFT LLC. Sessions will be billed at a minimum interval of one hour, and then in hourly increments if time is available past the specified booking period. Hourly charges do not include the cost of any media (CD’s, tapes, hard drives, etc.).
5.Cancellation and Non-Contact. Clients may cancel or reschedule a session within at least 3 days notice. Any cancellations within 2 days prior to the scheduled session will be charged a $50 cancellation fee, which will be accessed to clients account unless paid immediately. Sessions cancelled same day of session are subject to forfeiting their deposit. If client neglects to cancel session and No Call/ No shows, they will incur the full cost of the original hourly quote for the period of time reserved. Subsequent failures to call within the 72 hour period will require SOUNDLOFT LLC to charge Clients for the full amount for the time scheduled upon booking, hence, eliminating Deposits. In the event that Client fails to appear at the premises of SOUNDLOFT LLC Within 45 minutes of the appointed time of commencement for the booking period without placing a phone call and confirming late arrangements with a SOUNDLOFT LLC representative, the session is considered cancelled and client will incur the full cost of the original hourly quote for the period of time reserved.
6. Risk of Loss. Client assumes all risk of damage or loss to the work at any time after arrival at SOUNDLOFT LLC, and such damage or loss shall not in any way release Client from any of his/her obligations hereunder. Client agrees that SOUNDLOFT LLC shall not be liable for any special, incidental or consequential damages, including without limitation lost income or profits, resulting from damage or destruction to the work prior to delivery. SOUNDLOFT LLC assumes responsibility for loss of work only if the loss is a direct result of an engineer’s actions.
7. The Client's Own Media, Personnel and Equipment. SOUNDLOFT LLC will supply all blank media for recording. The Client will be responsible for the integrity of the Client's Own Recorded Media and SOUNDLOFT LLC shall not be liable for any deficiency in or caused by such Media. The Client hereby warrants, undertakes and agrees that they shall procure such media for his/her own use. Each of the Client's Personnel shall abide by the Studio's rules, regulations, and health and safety policy and shall be responsible for the actions of said Personnel upon SOUNDLOFT LLC’S premises. For any and all injury, loss or damage to any person's equipment or premises caused by any act or omission of the Client's Personnel, or as a result of any defect in or inappropriate specification of the Client's Equipment or the Client's Own Media, for the cost of the hire of any Client's Equipment, for any costs or expenses incurred by SOUNDLOFT LLC on behalf of the Client at the Client's request for any and all loss or damage to the Client's Equipment which shall be at the sole risk of the Client. The Client shall vacate the Studio and remove all his/her Equipment forthwith at the end of the Period of Booking. SOUNDLOFT LLC shall be entitled by 3 (three) months notice to the Client to require the Client to collect the Client's Equipment and in default of collection of the Client's Equipment on or before the expiration of the said period of notice, SOUNDLOFT LLC shall be entitled to destroy or otherwise dispose of the Client's Equipment in a manner deemed suitable at their discretion. Client also agrees to indemnify SOUNDLOFT LLC from any personal injury claims to themselves or personnel that occur onsite, inside or outside of building.
8. All session files will be erased 1 month after the end of each session. All clients will be required to provide their own project hard drive. If Clients wish to have a backup copy (highly recommended!) in case of hard drive failure, clients will be required to provide their own backup hard drive.
9. The session time will commence at the appointed hour of the reserved Booking Period, and the amount of time reserved will begin elapsing at this time. In the event of the Clients early arrival, if and only if SOUNDLOFT LLC can accommodate an early start, then the session clock will begin at that early start time. In the event that the Client, or any representative or affiliate thereof, is/are absent at the scheduled commencement time and are late for any reason, they will be charged from the scheduled session start time, with absolutely no exceptions.
10. Clients are responsible for all monies due to the studio and shall make payment to SOUNDLOFT LLC as follows: Upon conclusion of the current recording session paid with cash, money order or bank certified check. No personal checks are accepted. Clients will be charged a $15.00 service fee if Client’s account is not paid in full by the completion of each session. If account is not paid in full, SOUNDLOFT LLC reserves the right to undertake immediate collection and legal action. Clients will also be responsible for all legal, attorney and collection fees, if required for/to obtain payment. Clients will also accrue a 5% interest charge per month on delinquent balances until said account is paid in full.
11. SOUNDLOFT LLC reserves the right to make other financial arrangements, exceptions to the terms, and special remittances with its clients. Such revised terms will be documented with the original quote and certified in signature by SOUNDLOFT LLC and client.
12. No audiotapes, compact discs, or any other media shall be released to clients until clients are current with payments that are owed to SOUNDLOFT LLC.
13. SOUNDLOFT LLC shall endeavor to secure all recording media owned by Client and left or stored on studio premises but is not responsible for loss or damage. Client acknowledges provisions of the paragraph starting with “8” and assumes the responsibility of maintaining multiple backups.
14. In the event of loss or damage of Clients recording media due to willful negligence, SOUNDLOFT LLC shall be responsible for replacement of no more than the value of the total replacement cost of the recorded tape and studio time to date devoted to said recording media.
15. SOUNDLOFT LLC is not responsible for ANY property left on premises by Client, excepting recorded media.
16. Receipt of recording media from SOUNDLOFT LLC to Client is acknowledgement between both parties that the quality of all services rendered by SOUNDLOFT LLC is satisfactory to Client and shall release Studio from any and all liability regarding said recording media and services rendered.
17. Damages to SOUNDLOFT LLC property including but not limited to; facilities, gear, furniture, fixtures, indoor or outdoor of any kind resulting from anyone in Client’s party or group onset from accidents, lewd behavior, or misconduct will be assessed to Client’s account. Costs will be assessed for damage, breakage or cleanup at the sole discretion of SOUNDLOFT LLC.
18. Absolutely no smoking or drinking alcoholic beverages in the studio.
19. Absolutely no food or beverage allowed in the recording booth or near any recording equipment.
20. Absolutely no drugs allowed on the premises of SOUNDLOFT LLC.
21. SOUNDLOFT LLC promotes a productive atmosphere in a professional environment. Any illicit behavior is strictly prohibited anywhere on the premises.
22. Client agrees to keep valid credit card on file and appropriate authorization form. Card will be billed for cancellation and no call/ no show fees if cash arrangements are not made immediately. In the event no valid credit card is available, no credit will be extended.
23. SOUNDLOFT LLC reserves the right to refuse to work with any Client for whatever reason.
24. SOUNDLOFT LLC’s liability with respect to "downtime" of any and all studio sessions as a result from equipment malfunction or availability, personnel, hired musicians, acts of nature or public utility companies, etc., shall be limited solely to the studio time of such booked session; and Clients agree to hold Studio harmless from any and all damages from such "downtime."
25. Sound Levels. The Client hereby acknowledges that prolonged exposure to high noise levels above 85 dB SPL (A) may cause damage to hearing and that both studios and studio users are required by law to keep exposures as low as reasonably practicable and that accordingly: The Client shall be responsible for noise levels within the Studio. High noise levels shall not be sustained for long periods. SOUNDLOFT LLC hereby reserves the right to take such action as it may deem appropriate to maintain tolerable noise levels and that no claim shall lie against SOUNDLOFT LLC in respect of inconvenience or time lost in the event of such action.
26. Intellectual Service protection: Any trade secrets, including but not limited to Engineer's EQ settings, Signal Processing Settings, mixing best practices and preset files are and will remain the sole property of SOUNDLOFT LLC and will not be released. The use of SOUNDLOFT LLC's recording and production services shall in no way entitle the client to access such settings or make material recordings thereof.
27. SOUNDLOFT LLC makes no warranties either express or implied other than those contained herein. SOUNDLOFT LLC shall not be liable for unforeseen consequential damages of any kind. Should SOUNDLOFT LLC be unable to conduct a booked session for any reason, then SOUNDLOFT LLC warrants that it shall re-book such canceled booking at another time that is mutually available to SOUNDLOFT LLC and the Client.
28. Approvals. One test CD-R or .Mp3 will be submitted to Client for approval. Written approval or suggested changes to said test CD-R or .Mp3 must be received by SOUNDLOFT LLC within 7 calendar days. Client will be billed for all additional time and materials relating to any such suggested changes if service does not include complimentary revision.
29. Delays, Contingencies and Limitation on Liabilities. Production and delivery schedules are approximate only unless specifically guaranteed in writing by SOUNDLOFT LLC. In any event all such schedules are subject to and shall be extended for delays (a) caused by Client, including without limitation, failure of Client to timely furnish materials in satisfactory condition for use by SOUNDLOFT LLC. Any breach of this agreement by Client (collectively, "Client actions"), or (b) resulting from any cause beyond the control of SOUNDLOFT LLC ("force majeure"). SOUNDLOFT LLC SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE WHATSOEVER, DIRECT, INDIRECT OR OTHERWISE, RESULTING FROM ANY DELAY OR FAILURE RESULTING FROM CLIENT ACTIONS OR INACTIONS OR FORCE MAJEURE.
30. Warranty and Disclaimer of Warranties; No Consequential Damages. Subject to the provisions of the paragraph starting with “25. Sound Levels" above regarding Client Actions and Force Majeure, work performed by SOUNDLOFT LLC for Client will conform in all material respects to specifications set forth on the reverse side hereof. THIS WARRANTY IS IN LIEU OF AND SOUNDLOFT LLC HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. SOUNDLOFT LLC MAKES NO WARRANTY WITH RESPECT TO CD-PRINTING OR DUPLICATION. SOUNDLOFT LLC’s SOLE AND EXCLUSIVE LIABILITY UNDER THIS WARRANTY SHALL, AT SOUNDLOFT LLC’s DISCRETION, BE EITHER TO REPLACE ANY DEFECTIVE WORK, OR PART THEREOF, OR TO REIMBURSE CLIENT THE ACTUAL CHARGE PAID TO SOUNDLOFT LLC BY CLIENT FOR ANY DEFECTIVE WORK OR PART THEREOF. SOUNDLOFT LLC SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST INCOME OR PROFITS, OR CLAIMS OF ANY THIRD PARTY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SOUNDLOFT LLC’S PERFORMANCE HEREUNDER, WHETHER OR NOT CAUSED BY SOUNDLOFT LLC’S NEGLIGENCE.
31. Indemnification. Client agrees to indemnify and save SOUNDLOFT LLC harmless from all losses, claims, damages and other expenses, attorney's fees, which SOUNDLOFT LLC may suffer or incur in the event any claim is made against SOUNDLOFT LLC for (a) libel, slander, violation of privacy or right of publicity, patent, trademark or copyright infringement, contract or other cause of action arising in connection with or relating to SOUNDLOFT LLC’s production of the work, (b) the use, display, performance, reproduction, publishing, transportation, mailing or distribution of the work, or (c) Client's failure to obtain, or abide by the terms and conditions of this Agreement and any required license or other agreement relating to watermark or other copy protection technology requested by Client. Client further agrees at SOUNDLOFT LLC’s request to defend at Client's expense any such actions or claims made against SOUNDLOFT LLC.
32. Copyrights: The client also warrants that the subject matter to be printed is not copyrighted by a third party. The client also recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. The customer further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, the customer agrees to indemnify and hold SOUNDLOFT LLC harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided.
33. Use: From time to time SOUNDLOFT LLC may use your art or completed project in an effort to show our work to prospective and current clients. This may be done on our websites, direct mail material, brochures, cards, flyers, and/or providing actual samples. We do not intend to suggest that we have the right to sell your work; we are only showing samples of our capabilities to prospective and current clients. We will never charge any party for these items or samples, nor will you receive any compensation for their use. If you do not want your project to be used or highlighted in this way then you must select the “no share” option at the bottom of agreement. In any case, if we inadvertently or mistakenly use your materials for this purpose then you agree to hold us harmless against any claims made due to its use. It is our intent to follow your instructions accurately. SOUNDLOFT LLC and/or its writers retain the copyrights on all original music, lyrics, and compositions created for clients.
34. Taxes: All amounts due for taxes and assessments on tangible items sold will be added to the customer's invoice as directed by the State of Connecticut and are the responsibility of the customer. No tax exemption will be granted unless the customer's properly filled out "Exemption Certificate" accompanies the project when submitted. If, after the customer has paid the invoice, it is determined that more tax is due, then the customer agrees to promptly remit the required taxes to the taxing authority, or immediately reimburse SOUNDLOFT LLC for any additional taxes paid. For projects that are shipped out of state there is no tax due by the state of Connecticut under current law, therefore we will not collect tax on out of state shipments. You may still be liable for taxes in your home state. The customer agrees to pay all taxes due in their home state and also pay any claims made by your home state against SOUNDLOFT LLC in connection with work performed on your behalf. We encourage you to inquire with your state comptroller about tax liability.
35. Waivers, Governing Law and Consent to Jurisdiction. SOUNDLOFT LLC’s' failure to insist in any instance upon strict performance by Client of any terms and conditions herein shall not be construed as a continuing waiver of any such terms and conditions or as a waiver of any other terms or conditions. The entire agreement shall be performed and construed in accordance with the laws of the State of Connecticut.
36. Default of Payment. If Client defaults in payment of any invoice at due date, or in the event of any proceeding in bankruptcy or insolvency by or against Client, SOUNDLOFT LLC, in addition to any right it has, shall have the right: (a) to suspend or discontinue work until it has received payment in full for work performed; (b) to require cash in advance to cover further work; (c) to collect late charges of 5% per month from due date; and/or (d) to recover all costs of collection, including reasonable attorney's fees. In the event credit or financial ability of Client becomes impaired or unsatisfactory in the sole reasonable judgment of SOUNDLOFT LLC, SOUNDLOFT LLC shall have the right at any time thereafter to change the credit terms with respect to any further work under this quotation.
37. Policies and equipment may change without displayed, written or verbal notice.
38. Client Agrees to credit studio and engineers on all releases of product, hardcopy and digital. Acceptable credits include but are not limited to; YouTube video descriptions, album or mix-tape pamphlets, art for single promotions and all social media outreach directly corresponding to product created with SOUNDLOFT LLC, and if any, its engineers. All credits will refer to SOUNDLOFT LLC as“Soundloft Recording Studios”.
39. The Client responsible for paying for studio time must sign this agreement. The client must show a legal ID with proof of age. If Client is under 18 years of age, then Client’s parent or legal guardian must read and sign this agreement and provide a legal ID, as well as additional proof of guardianship if last names are different, and will be held responsible for all actions and debts of client. For clients under 18 years of age to be on the SOUNDLOFT LLC premises without guardian in attendance, guardian must sign a Parental Consent form.
40. Final Written Expression of Agreement. This writing is intended by SOUNDLOFT LLC and by Client as the final expression of this agreement and is intended also as a complete and exclusive statement of the terms and conditions of this agreement. If any term or condition of this Agreement is held invalid, the remaining terms and conditions shall continue in full force and effect.