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Terms and conditions Studio Intake

Exhibit A – Terms and Conditions

  1. Permission to Use Studio.  Subject to these terms and conditions, RIAA permits Client to use the Studio during the Use Period solely for the purpose of making a recording within the scope of the Project.  Client may only bring into, and use in, the Studio any equipment preapproved by RIAA for use in the Studio.  Any entry, set up, breakdown and removal of Client equipment is included in the time the Client is using the Studio and must occur during the Use Period.  Client understands and agrees that Client may be subject to additional charges if the use of the Studio exceeds the Use Period or the persons using the Studio exceed the Capacity Limit for the Studio.  In no event may Client (i) use the Studio for any purpose other than for the Project; (ii) rent, lease, or sublicense use of the Studio; or (iii) share the use of the Studio with anyone except Client Authorized Personnel to use the Studio.    Client understands and agrees that RIAA’s premises are primarily used as an office, and that RIAA employees may be present in their offices and public spaces during the Use Period.  RIAA personnel shall also have the right at any time to enter the Studio during the Use Period to monitor compliance with this Agreement.
  2. Use Requirements.   Client shall comply with all of the following rules, procedures, and requirements in connection with Client’s use of the Studio, as well as any other Studio rules, procedures and requirements provided by RIAA to Client as least two (2) business days in advance of the Use Period:
    1. Client shall not use or occupy the Studio for any unlawful purpose, or in any manner that would violate the terms of RIAA’s lease of its premises, or in any manner that will constitute waste, nuisance, or annoyance to RIAA or any other occupants of the building at 1000 F Street NW. 
    2. Client shall at all times be present during the use of the Studio. 
    3. In no event may any minors use the Studio without prior written authorization from RIAA.
    4. Client shall only use the Studio in compliance with all applicable laws, rules, and regulations.
    5. Client must obtain and maintain all necessary permits, licenses, and other forms of permission necessary to use the Studio and create the Project recording in a lawful manner.
    6. No smoking is allowed in the Studio or RIAA’s premises.  No marijuana, CBD substances, or illegal drugs are allowed in the Studio or RIAA’s premises.
    7. No photographs may be taken in the Studio without RIAA’s prior written permission.
    8. No food or drink is allowed in the Studio without RIAA’s prior written permission.
    9. No offensive, objectionable, or dangerous behavior is permitted in the Studio or RIAA’s premises.
  3. Condition of Premises.  Use of the Studio and equipment contained therein is entirely at Client’s risk.  The Studio is provided “as is” and RIAA expressly disclaims any warranties, express or implied, regarding the Studio, the equipment therein, RIAA’s premises or any services provided by RIAA in connection therewith, including any implied warranties of title, merchantability, or fitness for a particular purpose.
  4. Client Responsibility. Client agrees to return the Studio and all equipment therein to RIAA in the same condition and configuration as it was provided.  Client is solely responsible for any damage or loss to RIAA’s equipment or property that occurs during the time Client and Client personnel use the Studio.  Should any such damage or loss occur, Client agrees to immediately so notify RIAA, and pay all costs associated with such damage or loss, including costs to repair or replace any equipment or property.  Client is also solely responsible for the session media for recordings made by Client personnel in the Studio.  Unless other arrangements have been made in writing, in no event shall RIAA be responsible for storing any session media of any recordings made in the Studio or making any backups of the recording files.  To the extent permitted by applicable law, Client hereby waives any claims against RIAA, and releases RIAA from any liability for, any harm or damage that may occur to equipment or persons in Client’s party while on RIAA’s premises, except to the extent caused by RIAA’s gross negligence or willful misconduct.
  5. RIAA Rights.  RIAA reserves the right to limit or refuse entry or service to any Client personnel due to safety or other concerns, as well as to approve any equipment to be brought into or used in the Studio.  RIAA is not responsible for any equipment or other property brought into the Studio by Client personnel that are left behind.  Any such property left beyond five (5) business days shall become the property of RIAA unless other arrangements have been made.
  6. Termination.  Client may terminate this Agreement for its convenience upon 48 hour written notice to RIAA.   If Client terminates this Agreement with less than 48 hours written notice or fails to show up on time for the US period, the Client shall pay to RIAA a penalty fee of $250.  RIAA may terminate this Agreement (i) for its convenience on at least 5 days prior written notice, (ii) on at least 48 hours notice if RIAA’s studio personnel is unavailable, or (iii) immediately if Client or any Client Authorized Personnel violate any of the terms of this Agreement.
  7. Force Majeure.  If an act of God, war, strike, terrorist attack, civil disorder, power outage or similar event makes it illegal, impracticable, or impossible to perform this Agreement as originally contracted, the affected party may terminate this Agreement without liability.  In addition, RIAA shall not be liable for any delays or failure to perform hereunder caused by conditions controlled by RIAA’s landlord. 
  8. Indemnification.  Client shall defend, indemnify, and hold harmless RIAA and its members, officers, directors, employees, independent contractors, agents and landlord from and against any claims, damages, judgements, awards, settlements, costs and expenses (including without limitation reasonable attorneys’ fees), arising out of or related, directly or indirectly, to Client’s use of the Studio or any breach of this Agreement by Client or Client personnel, except to the extent caused by RIAA’s gross negligence or willful misconduct.  This indemnification includes without limitation any damages arising out of or in connection with Client’s violation of any applicable laws, rules or regulations related to Client’s use of the Studio, any copyright infringement or other liability related to intellectual property on recordings created at the Studio by Client personnel, and any claims related to the injury, damage, theft, destruction or loss of any persons or property occurring in or about the Studio, except to the extent caused by RIAA’s gross negligence or misconduct. 
  9. Confidentiality.  Client agrees to keep the existence of this Agreement and its terms and conditions confidential, and not disclose such confidential information to any third party.
  10. Limitation of Liability.  In no event shall RIAA be liable for any consequential or incidental damages, even if advised of the possibility of such damages.  Except where determined to be the result of RIAA’s gross negligence or willful misconduct, in no event (i) shall RIAA’s maximum liability exceed $100, nor (ii) shall RIAA be liable for any damage or loss of any equipment or articles brought into the Studio nor any injury to persons while in the Studio or on RIAA premises.
  11. Governing Law.  This Agreement shall be governed and construed in all respects in accordance with the laws of the District of Columbia as they apply to a contract entered into and performed within the District of Columbia. 
  12. General.  This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing.  The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture among the parties. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound.  This Agreement may be executed in one or more counterparts.