Liability Release & Service Contract
This Media Conversion Service Agreement and Liability Release (the "Agreement") is entered into between Mediabrace
("Company," "we," "us," or "our"), a professional media conversion service provider operating at mediabrace.com, and
the undersigned customer ("Client," "you," or "your"). By signing this Agreement, the Client acknowledges and agrees to
all terms and conditions set forth herein.
Mediabrace provides professional media conversion services including, but not limited to, the conversion of analog and
digital media formats such as VHS tapes, cassette tapes, vinyl records, film reels (8mm, Super 8, 16mm), Betamax
tapes, MiniDV tapes, Hi8 tapes, audio reel-to-reel tapes, floppy disks, CDs, DVDs, Blu-ray discs, photographic slides,
negatives, prints, and any other physical or digital media (collectively referred to as 'Media') to modern digital formats
including but not limited to MP4, AVI, MOV, WAV, MP3, FLAC, JPEG, PNG, TIFF, and PDF.
The Client acknowledges and agrees that Mediabrace, its owners, officers, directors, employees, agents,
contractors, and affiliates shall NOT be held liable for any loss, damage, destruction, deterioration, breakage, or
disappearance of any Media or its contents, whether in whole or in part, that occurs during the course of providing
media conversion services. This includes, but is not limited to, damage occurring during shipping, handling,
storage, processing, conversion, or return of the Media.
The Client acknowledges that Media submitted for conversion may already be in a deteriorated, damaged, or
degraded condition due to age, improper storage, environmental exposure, or other factors beyond Mediabrace's
control. Mediabrace assumes no responsibility for the pre-existing condition of any Media and cannot guarantee the
quality, completeness, or usability of the converted output.
Mediabrace does not guarantee that all Media can be successfully converted. Some Media may be too damaged,
degraded, or incompatible with our equipment to yield a usable digital output. In such cases, Mediabrace shall not
be liable for any failure to convert, partial conversion, or loss of content.
In no event shall Mediabrace's total liability to the Client, regardless of the cause of action or legal theory, exceed
the total amount paid by the Client for the specific conversion service giving rise to the claim. This limitation applies
to all claims, whether based in contract, tort, negligence, strict liability, or any other legal theory.
The Client represents and warrants that they are the rightful owner or authorized representative of all Media
submitted to Mediabrace for conversion and that they have the legal right to reproduce, copy, and convert said
Media and its contents.
The Client agrees to hold Mediabrace harmless from any claims, damages, or legal actions arising from copyright
infringement, intellectual property disputes, or unauthorized reproduction of content contained within the submitted
Media. Mediabrace acts solely as a conversion service provider and does not verify, endorse, or assume ownership
of any content.
Mediabrace reserves the right to refuse conversion services for any Media containing illegal, obscene, or otherwise
objectionable content. The Client acknowledges that Mediabrace employees may incidentally view content during
the conversion process and agrees to hold Mediabrace harmless for any such incidental viewing.
While Mediabrace will make reasonable efforts to maintain the confidentiality of the Client's Media content,
Mediabrace cannot guarantee absolute confidentiality and shall not be liable for any inadvertent disclosure of
content during the normal course of providing conversion services.
The Client assumes all risk of loss, damage, or destruction of Media during shipping to and from Mediabrace,
whether shipped by the Client directly or through a third-party carrier arranged by either party. Mediabrace
recommends that the Client insure all shipments at the Client's expense.
While Mediabrace exercises reasonable care in handling all Media, the Client acknowledges that the conversion
process inherently involves physical manipulation of Media and that some risk of damage exists. Mediabrace shall
not be liable for any damage that occurs during normal handling and processing.
Mediabrace is under no obligation to retain, store, or back up any Media, digital files, or converted content beyond
the period necessary to complete the conversion service and deliver the results to the Client.
Unless otherwise agreed upon in writing, Mediabrace reserves the right to delete all digital copies of converted
content within thirty (30) days after delivery to the Client. The Client is solely responsible for maintaining backups of
all converted digital files.
Mediabrace shall not be liable for any loss, corruption, or destruction of digital files resulting from equipment failure,
software malfunction, power outages, cyber incidents, natural disasters, or any other cause.
The Client agrees to indemnify, defend, and hold harmless Mediabrace, its owners, officers, directors, employees,
agents, contractors, successors, and assigns from and against any and all claims, demands, actions, damages, losses,
liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's breach
of any term of this Agreement; (b) the Client's submission of Media for conversion; (c) any claim that the Media or its
contents infringe upon the rights of any third party; (d) any dispute regarding the ownership or rights to the Media or its
contents; or (e) any loss, damage, or destruction of the Media or its contents.
Mediabrace shall not be liable for any failure or delay in performing its obligations under this Agreement due to
circumstances beyond its reasonable control, including but not limited to natural disasters, fires, floods, earthquakes,
pandemics, acts of war or terrorism, government actions, power failures, internet outages, equipment failures, theft,
vandalism, or any other event of force majeure.
Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be submitted to mediation. If
mediation fails to resolve the dispute within sixty (60) days, either party may pursue binding arbitration in accordance
with the rules of the American Arbitration Association. The prevailing party in any dispute shall be entitled to recover
reasonable attorneys' fees and costs. This Agreement shall be governed by and construed in accordance with
applicable state and federal laws.
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous
understandings, agreements, or representations, whether written or oral, regarding the subject matter hereof.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall
continue in full force and effect.
The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's
right to enforce that provision or any other provision in the future.
This Agreement may not be assigned by the Client without the prior written consent of Mediabrace. Mediabrace
may assign this Agreement to any successor or affiliate without the Client's consent.
This Agreement may only be amended or modified by a written instrument signed by both parties.
By signing below, the Client acknowledges that they have read, understood, and voluntarily agree to all terms and
conditions set forth in this Agreement. The Client further acknowledges that they have had the opportunity to seek
independent legal counsel regarding this Agreement and that they are signing this Agreement of their own free will.
By completing and submitting this form, you acknowledge that you have read, understood, and voluntarily agree to all terms and conditions set forth in this Agreement.