This Digitization Services Agreement ("Agreement") is made and entered into as of January 6th, 2025 by and between [Vintage Video to Digital] (VV2D) and Vena Whitehurst ("Client").

1. Services

VV2D agrees to provide digital conversion services for the Client's provided media, including but not limited to VHS, VHS-C, Mini DV, Video 8 series tapes, film reels, DVDs, etc. ("Media").

2. Payment Terms

Client agrees to pay VV2D the total cost of the services as follows:

• A deposit of 50% of the total estimated cost before the commencement of the work.

• The remaining 50% upon completion and before delivery of the digitized media.

3. Delivery and Turnaround

VV2D will use reasonable efforts to complete the digitization of the Client's Media within 2 months from the date of receipt. Delivery dates are estimates only and are not guaranteed.

4. Limitation of Liability

The Client acknowledges that:

• The Media being digitized may be old and in delicate condition, and there is a risk that the Media may be damaged during the digitization process.

• VV2D will take all reasonable precautions to handle the Media with care, but cannot guarantee the condition of the Media before, during, or after the digitization process.

• VV2D shall not be liable for any damage, loss, or deterioration of the Media during the digitization process.

• The Client assumes all risks associated with the digitization of the Media and agrees to hold VV2D harmless from any claims, damages, or liabilities resulting from the digitization services.

5. Change Orders and Media Assessment

Upon receiving the Client's Media, VV2D will perform an initial assessment to determine its condition and suitability for digitization.

If repairs or additional steps are required to prepare the media for digitization, VV2D will contact the Client to provide a detailed explanation of the required work, any associated limitations, and the additional costs (if applicable).

No additional work will be performed, nor costs incurred, without the Client's prior written approval.

If the Client declines the proposed repairs or additional work, VV2D will return the media in its original state, and the Client will only be responsible for what’s been successfully digitized.

6. Ownership and Intellectual Property

The Client retains ownership of the original Media and all intellectual property rights associated with the content of the Media. VV2D will provide the Client with digital copies of the Media and will not retain any rights to the content, except as specified below:

• VV2D reserves the right to request permission from the Client to use portions of the digitized Media for promotional and advertising purposes. VV2D will not use any portion of the Media for these purposes without obtaining prior written consent from the Client.

• The Client agrees that upon granting such permission, VV2D may use the agreed-upon portions of the Media in advertising materials, including but not limited to websites, social media, and marketing campaigns.

7. Confidentiality

VV2D agrees to keep all information contained in the Client's Media confidential and will not disclose or use any part of the Media for any purpose other than to perform the digitization services.

8. Acceptance of Terms

By signing below, the Client acknowledges that they have read and understood the terms of this Agreement and agree to be bound by them.