Terms of service

Analogue LA
Terms & Conditions


PARTIES. These terms and conditions are entered into between Aaron Klisman LLC, a California limited liability company doing business as Analogue LA (“Analogue LA”), and you, the Client engaging Analogue LA for certain purchases and/or services as identified below (the “Client” or “you”). By making such purchases and/or by engaging Analogue LA for its services, you agree to the terms and conditions below. If you do not agree with these terms, then do not proceed with making purchases from Analogue LA or engaging Analogue LA for services. 

 

SERVICES. Client hereby retains Analogue LA for certain purchases and/or services (the “Purchases” and “Services” respectively) which may include tape conversion services, equipment rental services, equipment repair services, equipment purchases, or other purchases or services as detailed on the associated scope of work, proposal, invoice or other writings agreed to by the parties from time-to-time (collectively “SOW”), each of which is fully incorporated into this Agreement by reference. Analogue LA will make reasonable efforts to perform any such Services may use subcontractors and employees in the performance of the Services. 

 

FEES & COSTS. Client will pay Analogue LA all Fees associated with the Purchases and Services as identified in the corresponding SOW (the “Fees”). All invoices are due as specified in the SOW. Analogue LA is not obligated to supply products or to perform Services until any required deposits or payments are made. 


TERMS OF SALE. Client hereby agrees to the terms of sale for the Products and/or Services applicable to the relevant SOW, as outlined on the following schedules: 


  • Schedule 1 – Tape Conversion Services
  • Schedule 2 – Equipment Rental Services 
  • Schedule 3 – Equipment Repair Services
  • Schedule 4 – Equipment Sales

 

OTHER CLIENT RESPONSIBILITIES. 

 

  • Point of Contact: For all Services, Client must identify a primary point of contact authorized to instruct Analogue LA during the Term of this Agreement (the “Point of Contact”), as specified on the SOW. Analogue LA will take instructions from the Point of Contact in performing the Services, and Client acknowledges and agrees that Analogue LA is authorized to perform the Services in accordance with the instructions given by the Point of Contact. 
  • Communication: Client will provide Analogue LA prompt feedback and other information reasonably requested by Analogue LA for the performance of Services. 


TERM, CHANGES, AND TERMINATION. 


  • Term: This Agreement will commence on the Effective Date signed below (the “Effective Date”) and will last for the duration specified on the SOW. Either party can terminate this Agreement at any time for convenience with written notice to the other party. Upon any termination Analogue LA will be paid for all Services performed through the time of termination. 
  • Changes: If Client requests a material change to the scope of Services rentals (“Project Changes”) and Analogue LA is able to accommodate such changes, then additional Fees may apply, timelines may change, and a new or modified SOW will be agreed to by the parties. 


INTELLECTUAL PROPERTY 

 

  • Analogue LA Content: Analogue LA shall be the sole and exclusive owner in and to all of its independent intellectual property, including its know-how, strategies, tools, templates, and other content owned by Analogue LA.  
  • Client Content: As between Analogue LA and Client, Client shall be the sole and exclusive owner of all its independent intellectual property, and the results and proceeds of any tape conversion Services, including all media files produced by Analogue LA for Client under this Agreement, and any content created by Client resulting from an equipment rental or purchase. 
  • Promotional Content: If agreed to by Client in advance, Analogue LA may use and publish certain Client content associated with the Services to promote Analogue LA’s offerings, which may include tape conversion content or content produced by Client using equipment from Analogue LA. If Client consents to such usage, Client warrants and represents that it owns and/or otherwise has authorization to grant Analogue LA the rights to use content for such purposes, and that such uses will not infringe on the rights of any third parties. 


WARRANTIES, DISCLAIMERS & LIABILITIES.

 

  • Client’s Promises. Client represents and warrants to Analogue LA that Client is authorized to enter into this Agreement and that Client’s entering into this agreement will not breach or default any other agreement or regulation applicable to Client. 
  • DISCLAIMERS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH, ANALOGUE LA DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE PURCHASES OR SERVICES.  
  • LIMITATIONS ON LIABILITY. ANALOGUE LA’S LIABILITY TO CLIENT IS LIMITED TO THE AMOUNT OF FEES PAID TO ANALOGUE LA UNDER THE SOW SUBJECT TO LIABILITY. ANALOGUE LA WILL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTIES FOR DAMAGES SUCH AS LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES.
  • INDEMNIFICATION. Client agrees to indemnify, DEFEND, and hold harmless Analogue LA from any risk of losses or actual losses that happen due to Client’s own negligence, willful misconduct, or breach of this Agreement, including the representations and promises made by Client in this Agreement. 


MISCELLANEOUS. Analogue LA will perform all the Services as an independent contractor, not as an employee, partner, or joint venturer. This relationship is not exclusive and either party may have similar engagements with other parties. The failure of either party to insist on strict compliance with any of the Terms of this Agreement by the other party shall not be deemed a waiver of that term, nor shall any waiver of any right or power at any one time, or times, be deemed a waiver of that right or power for all or any other times. Nothing in this Agreement is intended or shall be construed to give any person, other than the Parties any their respective successors and assigns, any legal or equitable right, remedy, or claim under this Agreement. This Agreement represents the entire agreement between the parties pertaining to this subject matter and supersedes any previous agreements. If any term, provision, covenant or condition of this Agreement is held by an arbitrator or a court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Headings are for convenience only and are not part of this Agreement. 


GOVERNING LAW & DISPUTE RESOLUTION. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be in Los Angeles County, California. If it becomes necessary for Analogue LA to undertake legal action to collect any payments owed by Client then Client shall pay Analogue LA’s reasonable legal fees and collection fees. 

 

 

Schedule 1 

Tape Conversion Terms


The following additional terms apply to all tape conversion Services, and Client acknowledges and agrees to the following: 


  • Pre-Existing Damage: Analogue LA shall not be responsible for any pre-existing damage to the tapes provided by Client that may interfere with Analogue LA's ability to perform the Services or render it impossible to convert the tapes. Client acknowledges and agrees that any pre-existing damage to the tapes is not the responsibility of Analogue LA.
  • Risk of Damage: While Analogue LA will exercise reasonable care in handling, converting, and shipping Client's tapes, Client acknowledges and accepts that there is always some inherent risk of damage to the tapes during the conversion and shipping process. Client releases and indemnifies Analogue LA from any liability associated with any damage to the tapes that may occur during the handling, conversion, or shipping process.
  • Assumption of Risk: Client acknowledges that it has been informed of the risks associated with the conversion of tapes and voluntarily assumes all associated risks. Client agrees that it will not hold Analogue LA liable for any damages or losses arising from the conversion process. Client further agrees to indemnify, defend, and hold harmless Analogue LA from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with any damage to the tapes during the conversion process, except to the extent caused by the gross negligence or willful misconduct of Analogue LA.
  • No Guarantees: Analogue LA does not guarantee any specific results associated with the Services or the conversion of the tapes. Any comments or opinions provided by Analogue LA regarding the outcome of the Services are purely expressions of opinion and should not be construed as guarantees.
  • Delivery: Analogue LA will strive to complete the tape conversion process within the time frame specified on its website or on the SOW. However, all such time frames are estimates only, and Analogue LA may take additional reasonable time if necessary to complete the Services without penalty. 
  • Downloading Media / Picking up Tapes: Client must download the converted media deliverables within one week or project completion and must pickup its physical tapes within one week after project completion. After that, Analogue LA reserves the right to delete the content and throw away the tapes at anytime to clear space, and Client acknowledges and agrees the files and tapes may not be available after that time, and any files or tapes the Client has failed to download or pickup are forfeited without refund or recourse. 


 

Schedule 2

Equipment Rental


The following additional terms apply to all equipment rental Services, and Client acknowledges and agrees to the following: 


RENTAL TERMS: 


  • Delivery and Return the Equipment: Analogue LA will rent to Client the Equipment described on the relevant SOW (the “Equipment”). The Equipment shall be deemed to have been delivered to Client either at the time the Equipment is directly provided by Analogue LA to Client for use, or if applicable, at the time the Equipment is provided by Analogue LA to a courier for shipping. The Equipment shall be deemed to have been returned at the time Analogue LA receives and accepts Client’s return of the Equipment. Client must inspect the Equipment immediately upon delivery and promptly notify Analogue LA within 48 hours of delivery if the Equipment does not conform to the SOW specifications, or is otherwise damaged or defective (collectively “Non-Conforming Equipment”). 
  • Use of Equipment: Client may only use the Equipment during the rental period, as specified in the SOW. Client must operate and use the Equipment in accordance with the Analogue LA‘s instructions and recommended uses (which shall be deemed no less stringent than those instructions and recommended uses published the manufacturer of the relevant Equipment) and Client may not abuse or misuse the Equipment nor use or store the Equipment in any manner or at any location that will subject it to abnormal or hazardous conditions or risk. Client shall not make any alterations, changes, modifications, or improvements to the Equipment without the prior written consent of Analogue LA. Analogue LA reserves the right to protect and retrieve the Equipment at any time if it reasonably believes the safety of the Equipment is in jeopardy, without remedy to Client. 
  • Risk of Damages / Loss and Remedies:  From the time of delivery of the Equipment to Client until its return to Analogue LA, Client shall bear any and all risk of loss and/or damage to the Equipment, and/or theft of the Equipment, regardless of whether such loss or damage or theft may have been caused by Client, Client’s agent, or any third party. The decision as to whether the damaged Equipment shall be replaced or repaired shall be solely Analogue LA’s and shall be conclusive on Client. 
  • Failure to Return Equipment: If Client fails to return the equipment by the return date, then Client will be billed for all additional time Client has the equipment in its possession and/or for the cost of the value of the equipment as reasonably determined by Analogue LA. Such remedies will be in addition to all other remedies available at law for Client’s breach. 
  • Equipment Malfunction: Client acknowledges that there is an inherent risk of Equipment malfunction. This risk includes, without limitation, sound, lighting, editing, data loss, electronic storage and/or computer malfunctions. Analogue LA promises to take reasonable steps necessary to avoid such malfunctions, however, in the event that such malfunctions occur, Client waives any and all legal rights against Analogue LA for any damages resulting from such Equipment malfunctions.


Schedule 3

Equipment Repair


The following additional terms apply to all equipment repair Services, and Client acknowledges and agrees to the following: 


  • Pre-Existing Damage: Analogue LA shall not be responsible for any pre-existing damage to the equipment provided by the Client that may interfere with Analogue LA's ability to perform the Services or render it impossible to perform the repairs. 
  • Risk of Damage: While Analogue LA will exercise reasonable care in handling and repairing the Client's equipment, the Client acknowledges and accepts that there is always some inherent risk of damage to the equipment during the repair process. The Client releases and indemnifies Analogue LA from any liability associated with any damage to the equipment that may occur during the repair process.
  • Assumption of Risk: The Client acknowledges that it has been informed of the risks associated with the repair of equipment and voluntarily assumes all associated risks. The Client agrees that it will not hold Analogue LA liable for any damages or losses arising from the repair process. The Client further agrees to indemnify, defend, and hold harmless Analogue LA from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with any damage to the equipment during the repair process, except to the extent caused by the gross negligence or willful misconduct of Analogue LA.
  • No Guarantees: Analogue LA will seek to repair the equipment to the extent reasonably possible, however Analogue LA does not guarantee any specific results associated with the repair services. Any comments or opinions provided by Analogue LA regarding the outcome of the repair services are purely expressions of opinion and should not be construed as guarantees.
  • Limited Warranty. In the event that any repaired Products or equipment are found to be defective or malfunctioning within 30 days of the repair date, Analogue LA will attempt further repairs at no additional charge. However, Analogue LA cannot guarantee any particular outcomes, and Analogue LA’s inability to repair equipment shall not entitle Client to a refund. 
  • Limitations on Warranties - Also, please note that this warranty does not apply to any products that have been modified, altered, or repaired by anyone other than Analogue LA following the repair. The warranty also does not cover any damages caused by accidents, negligence, or improper handling of the equipment after the repair. 



 

Schedule 4

Equipment Purchases


The following additional terms apply to all Products Purchases, and Client acknowledges and agrees to the following: 


  • Products. Through the site, certain products may be offered for purchase, all of which are referred to as the “Products”. The fees for such Products are as listed on the site. All fees are due at the time of purchasing the Products unless otherwise indicated on the site, and Analogue LA will have no obligation to provide Products until such fees are paid. All Products purchase are subject to these Terms of Use. 
  • Products Descriptions. We try to make the site thorough, accurate, and helpful to our customers. Nonetheless, there may be times when certain information contained on the site may be incorrect, incomplete, inaccurate, or appear inaccurate because of the browser, hardware, or other technology that you use. We reserve the right to correct errors (whether by changing information on the site or by informing you of the error and giving you an opportunity to cancel your order) or to update Product information at any time without notice.
  • Availability and Pricing. Analogue LA reserves the right to change the prices and available Products at any time. Quantities of some Products may be limited and availability cannot always be guaranteed. Products offered for sale on this site are for sale only in the United States and all prices are quoted in U.S. dollars. 
  • Purchasing Products and Services. The display of Products on the site invites you to make an offer to purchase the Products. Your order is an offer to buy the Products, which we accept only by providing the Products or confirming your request for Products. Any confirmation that you receive after placing an order does not constitute an acceptance of your offer and is subject to correction for any reason. 
  • Orders. We have the right to refuse or limit any orders and limit quantities. We will not be liable if a Product is unavailable or if the delivery date needs to be rescheduled. All orders are non-cancelable; we may grant or deny cancellation requests in our sole and absolute discretion. 
  • Equipment Disclaimer. Analogue LA makes reasonable efforts to ensure that all Products and equipment listed for sale on the site is functional and in good working condition. However, please note that certain equipment may be second-hand and there is a possibility of hidden defects, damages, or malfunctions. Analogue LA does not provide any guarantees or warranties regarding the condition or performance of the products listed for sale, except as expressly provided herein. 
  • Limited Warranty. In the event that any purchased Products or equipment is found to be defective or malfunctioning within 30 days of the purchase date, Analogue LA will, at its sole discretion, either offer complimentary repairs, refund, or replacement. This warranty is limited to the purchased Products only and does not cover any damages or losses resulting from the use or misuse of the equipment. 
  • Limitations on Warranties - Also, please note that this warranty does not apply to any products that have been modified, altered, or repaired by anyone other than Analogue LA. The warranty also does not cover any damages caused by accidents, negligence, or improper handling of the equipment.