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Studio Terms of Use

These Conditions apply to all Studio(s) hired by the Client to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any quote approval, purchase order, confirmation of order, specification or other document and including any term implied by law, (so far as is possible), trade, custom, practice or course of dealing), unless otherwise expressly agreed in writing by the Company.

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"Agreement” means the agreement comprised in any emails, booking forms, or recorded Zoom calls including these terms of service.

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"Booking" means the hire of the Studio for the Hire Period and subject to the other terms and conditions specified herein.

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"Booking Fee" means the fee payable by the Client to the Company for the booking as specified in the booking form, or if not specified then as calculated in accordance with the Company's usual charges; 

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"Booking form" means any written quotation given by the Company and accepted by the Client (to be deemed accepted when work begins if no prior written acceptance is received by the Company) or the description of supply (but not any "terms and conditions") contained in any written order of the Client accepted by the Company (to be deemed accepted when work begins if no prior written acceptance is received by the Client);

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"Client" means the person or company referred to in the booking form. Client shall be the responsible party;

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"Client's Equipment" means any equipment brought onto the premises by the Client, the Client's personnel or any agent or contractor for and on behalf of the Client;

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"Client's Personnel" means any persons invited by the Client to enter the Studio during the booking or engaged by the Client in relation to the booking;

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"Company" means Prov22, LLC. dba as in:ciite Studios;

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"Conditions" means these terms and conditions;

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"Fees" means the booking fee, engineer fees, cleaning fees, overtime-fees, or other fees associated with the booking.

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"Hire Period" means the period the Studio(s) shall be hired for by the Client as described in the booking form; Absent a 24 hour notice, client shall be responsible for paying all rental fees.

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“Premises” means the premises containing recording studios owned by the Company located at 320 Billingsly Ct. Franklin, TN 37067.

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“Representatives” means the persons named in the Booking form as being authorized by the Client to instruct the Company on behalf of the Client in respect of the Company's provision of the Post-Production Work;

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“Studio” means the designated recording studio and the equipment specified in the booking form;

 

1. STUDIO FACILITIES

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  • The Client hereby acknowledges that it shall be responsible for:

  •  ensuring the suitability of the Studio for the Client's purpose;

  •  ensuring that the Client's Equipment shall be compatible with the Studio;

  •  any problem or damage caused to the Studio (or any equipment therein)

 

 2. THE FEES

 

  • The Client shall pay in full the fees and any other sums payable under this Agreement within thirty (30) days of the Company's invoice.

  • The Client shall be liable to pay interest on any sums 60 days overdue and payable to the Company from time to time at the rate of four percent (4%).

  • The Fees shall not in any event be reduced or refunded on account of:

    • the Client's failure to use the Studio for any or all of the Hire Period;

    • the Client's cancellation of the booking or any part thereof.

 

 3. THE CLIENT'S OWN MEDIA, PERSONNEL AND EQUIPMENT

 

  • The Client hereby warrants, undertakes and agrees that it shall procure that each of the Client's Personnel and Representatives shall abide by the Studio's rules, regulations and health and safety policy and that it shall be responsible:

  • for the actions and/or omissions of the Client's Personnel and Representatives;

  • for any and all injury, loss or damage to any equipment or premises caused by any act or omission of the Client's Personnel and Representatives, 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, cartage, set-up, or storage of equipment;

  • for any costs and expenses incurred by the Company on behalf of the Client at the Client's request; and

  • 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 Client's Equipment promptly at the end of the Hire Period.

  • The Company shall be entitled by 3 (three) months' notice to the Client to require the Client to collect the Client's Equipment and if the Client fails to collect such equipment on or before the expiration of the said period of notice, the Company shall be entitled to destroy or otherwise dispose of the Client's Equipment without liability to the Client.

 

FILMING AND PHOTOGRAPHY RESTRICTIONS

 

 

  • The Client shall be permitted to photograph and/or record Session Footage within the Studio provided that:

  • The Client has notified Studio personnel of their intent to film along with any additional equipment being used for filming purposes.pay the accompanying fee, if applicable.

  • If the Client wishes to undertake any PR activity at the Studio during the Booking, including without limitation engaging or inviting to the Studios any Client Personnel or third parties to produce PR, promotional, editorial or marketing content (“PR Activity”), the Client must notify the Company.

  • If Client needs additional spaces outside of the designated Studio space they have contracted for the Hire Period, they shall notify Company and pay any additional fees associated with additional studio space if needed.

  • Notwithstanding anything to the contrary contained herein, nothing shall be construed to convey any right, title, licence, consent or interest in any in:ciite Studios IP to the Client or its Representatives and neither the Client nor the Representatives shall contest, nor assist others in contesting the validity, enforceability, ownership or title of any in:ciite Studios IP.

 

5. INDEMNITY

 

  • The Client hereby covenants and undertakes to the Company that it shall indemnify the Company against any injury, loss, damage, costs and/or expenses (including reasonable legal expenses) suffered or incurred by the Company arising from:

  • the Client's cancellation of the Booking, including without limitation any reasonable costs or expenses incurred by the Company in connection with the Booking prior to cancellation of, or as a result of, the Booking;

  • the Client's making, use or exploitation of the Recordings;

  • the Client's breach of any of the warranties, undertakings or agreements on its part to be observed or performed by the terms of this Agreement; and

  • any loss or damage caused to the Company or the Premises by the Client or as a result of the Client’s use of Client’s Recordings, Client’s Equipment or Client’s Own Media.

 

6. STUDIO BREAKDOWN WARRANTY

 

In the event of a failure, breakdown or unavailability for any reason of the Studio which prevents the Client's use thereof as contemplated under this Agreement (“Studio Breakdown”), the Company shall, at its option, either replace (as soon as can reasonably be arranged) the Studio facilities to which the Client was entitled by the terms of this Agreement and which have been lost as a result of such Studio Breakdown or credit or refund to the Client the applicable portion of the Booking Fee in respect of the Booking and shall have no liability or obligation to the Client beyond these remedies.

 

7. COMPANY'S OVERALL LIABILITY

 

  • In the event that the Client shall actually suffer any loss or damage arising directly from the gross negligence or of statutory duty of the Company then the Company's liability shall be limited in any event to $10,000 USD in respect of the aggregate of all instances of such negligence and/or breach arising out of the Company's performance of its obligations under this Agreement.

  • Notwithstanding any other provision contained within this Agreement, the Company shall not be liable to the Client, its Representatives or the Client's Personnel for any indirect or consequential loss or damage, or economic loss, including without limitation any loss of profits or goodwill or anticipated savings, arising from any fault in the Studio or any act or omission of the Company, its personnel, agents or sub-contractors in respect of this Agreement

  • Nothing in this Agreement shall exclude or in any way limit either party’s liability for: (i) death or personal injury caused by its own negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded or limited by law.

  • To the extent permitted by law, the Company's liability under this Agreement shall be to the exclusion of all other liability to the Client whether contractual, tortious or otherwise. All other conditions, warranties, stipulations or other statements whatsoever concerning the Agreement, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.

  • The Client accepts as reasonable that the Company's total liability in respect of the Booking shall be as set out in this Agreement and in fixing those limits the Client and the Company have had regard to the price and nature of the Booking and the terms hereof, and the level of expenses expected to be incurred by the Client in respect thereof and the resources available to each party including insurance cover, to meet any liability.

  • WHERE THE CLIENT MAKING THE BOOKING IS A CONSUMER, AS SUCH TERM IS DEFINED IN THE FTC Bureau of Consumer Protection; THE STATUTORY RIGHTS OF THE CLIENT ARE NOT AFFECTED BY THESE CONDITIONS.

 

8. FORCE MAJEURE

 

Notwithstanding any other term of this Agreement, the Company shall not be under any liability for any failure to perform any of its obligations under this Agreement due to Force Majeure. Following notification by the Company to the Client of such cause, the Company shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of these Conditions, 'Force Majeure' means: an Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

 

9. MISCELLANEOUS

 

  • The Client shall procure that neither the Client nor any of the Client's Personnel or its Representatives shall be held out as an agent of or pledge the credit of the Company.

  • There shall be no smoking or vaping of any kind inside the Premises nor illegal drug usage. Should Client violate this rule, an automatic $5,000.00 Fee Per Occurance will be assessed. Smoking is allowed in designated “outside” areas only at least 15’ from any door giving entry to the Premises.

  • This Agreement constitutes the entire agreement between the parties and neither party shall be bound by any other statement or representation made to the other.

  • No variation or amendment to this Agreement shall be effective unless made in writing and signed by the parties hereto.

  • In the event that any part of this Agreement shall be held to be void, voidable or otherwise unenforceable by a court of competent jurisdiction then the balance thereof shall remain in full force and effect.

  • All notices required to be given hereunder shall be in writing and deemed properly served if delivered by hand or sent by email to the address or email respectively of the applicable party specified on the Booking form on the date of delivery or transmission or if sent by recorded delivery post to such address within two (2) working days of posting.

  • Nothing in or arising out of this Agreement is to be taken as constituting a partnership or agency between the parties and no party shall have the right or authority to bind or commit the other in any manner or for any purposes whatsoever.

  • Choice of Law and Forum. This Agreement (and any claims (contractual or non-contractual) or disputes arising in connection with the same) shall be construed in accordance with the laws of the State of Tennessee. Client waives all personnel jurisdiction. Parties submit to the jurisdiction of the Courts of the Middle District of Tennessee.  

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