Terms and Conditions

 

REEBIE DATABANK

RECORDS RETENTION RECEIPT
AND TERMS AND CONDITIONS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ENGAGING REEBIE DATABANK (“RDB”) TO PERFORM THE RECORD RETENTION SERVICES IDENTIFIED ON THE ATTACHED RBD INVOICE, DEPOSITOR AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS UNLESS RBD AND DEPOSITOR HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.

Important Information About These Terms and Conditions These Terms and Conditions constitute a binding contract between RBD and Depositor and are referred to as either “Terms and Conditions” or this “Agreement.”  Depositor accepts these Terms and Conditions, by engaging RBD to accept for storage and to service under its management such record material (deposits) as requested by Depositor, subject to these Terms and Conditions of Service. This is a legally binding contract between RDB and Depositor (“Agreement”).  Depositor agrees to pay RDB for its services according to RDB’s current rate schedule or any revisions thereto.

Storage and Charges. All charges for storage are based on a monthly period. Storage charges become payable upon the date that RDB accepts care, custody, and control of said material.

Minimum Charges. A minimum handling charge and a minimum monthly storage charge will be made by RDB and paid by Depositor.

Duration. This Agreement shall commence on the date listed and shall automatically be renewed for successive months at storage and service rates in effect at the time of renewal or otherwise negotiated by the parties hereto. Either party may cancel this Agreement by giving the other party at least thirty (30) days advance written notice of its election to cancel.

Changes to the Agreement. RDB reserves the right to modify this Agreement in any manner and at any time as RDB may determine in its sole and absolute discretion. RDB will post the most current version of the Agreement at [website], which shall be effective thirty (30) days after posting. If RDB makes material modifications to the services, RDB will notify Depositor, and such changes shall take effect thirty (30) days following notice to Depositor. If Depositor does not accept the changes, Depositor must stop using the services and cancel Depositor’s account within thirty (30) days of the notice of such material changes. Depositor’s continued use of the services more than thirty (30) days after RDB publishes or sends a notice about its changes to this Agreement means that Depositor has consented to the updated terms.

STANDARD MAXIMUM VALUATION OF DEPOSITS. DEPOSITOR DECLARES, FOR THE PURPOSES OF THIS AGREEMENT, THAT WITH RESPECT TO HARD-COPY (PAPER) RECORDS, MICROFILM, AND MICROFICHE STORED OR PROCESSED PURSUANT TO THIS AGREEMENT, THE VALUE OF SUCH ITEMS IS $1.00 PER CARTON, CONTAINER, OR OTHER STORAGE UNIT. DEPOSITS ARE NOT INSURED BY RDB AGAINST LOSS OR DAMAGE, HOWEVER CAUSED. DEPOSITOR MAY INSURE DEPOSITS THROUGH THIRD-PARTY INSURERS FOR ANY AMOUNT, INCLUDING AMOUNTS IN EXCESS OF THE LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT. DEPOSITOR SHALL CAUSE HIS/HER INSURERS OF DEPOSITS TO WAIVE ANY RIGHT OF SUBROGATION AGAINST RDB.

Acknowledgement of Receipt. Depositor hereby acknowledges receiving a copy of this Receipt and Agreement and has read its terms and conditions printed here on, including the reverse side. This Agreement constitutes the entire understanding of the parties and supersedes all prior commitments and understandings with respect to RDB services.

 

ADDITIONAL TERMS AND CONDITIONS

 

  1. ACCESS TO RECORD MATERIAL.

(a) Record material and information contained in said record material shall be delivered only to Depositor, Depositor’s agent or employee of the Depositor if said person or persons have access authority in writing signed by Depositor and only upon the payment of all charges. Access authority shall represent full authority to order any service for or removal of the Depositor’s record material. Such order shall be given in person, by telephone, or in writing. Depositor agrees that delivery by any public messenger selected either by RDB or Depositor shall constitute delivery to Depositor.

(b) When record material are ordered out, a reasonable time shall be given to RDB to carry out said instructions and if it is unable, to do so because of acts of God or public enemy, seizure or legal process, strikes, lockouts, riots, and civil commotions, or other reason beyond RDB control or because of loss or destruction of goods for which RDB is not liable, or because of any other excuse provided by law, RDB shall not be liable for failure to carry out such instructions and record material remaining in storage shall continue to be subject to regular storage charge.

  1. LIABILITY & LIMITATION OF DAMAGES.

(a) RDB shall not be liable for any loss or injury to record material, however caused, unless such loss or injury resulted from the failure by RDB to exercise such care in regard to said record material as a reasonably careful man would exercise under like circumstances and RDB is not liable for damages which could not have been avoided by the exercise of such care.

(b) Goods are not insured by RDB against loss or injury, however caused.

(c) In no event shall either party be liable for any consequential, incidental, special, or punitive damages, or for loss of profits or loss of data, regardless of whether an action is brought in tort, contract or under any other theory.

  1. NON-CUSTODIAL STATUS. RDB’s performance of services shall not cause RDB to be deemed a “custodian” of the records or “designee” of Depositor under state or federal law with respect to such records.
  2. NOTICE OF CLAIMS. Depositor must present all claims in writing within a reasonable time, in no event longer than sixty (60) days after delivery or return of the Deposits to Depositor, or ninety (90) days after Depositor is notified of loss, damage or destruction to part or all of the Deposits. Unless otherwise expressly provided by law, Depositor may not bring any action against RDB with respect to any matter arising out of this Agreement or the services unless such action is commenced within one (1) year after the date of the act, omission, or event giving rise to the claim.
  3. LIEN. RDB shall have a lien on all deposits of Depositor for charges and advances made under this Agreement. All expenses incurred in collecting charges and advances that are in arrears, including reasonable attorneys’ fees, shall be added to the arrears.
  4. DEPOSITOR DEFAULT. If Depositor fails to pay RDB’s charges within fourteen (30) days after the billing date, as established in the “Payment Terms” section above, RDB will suspend service until Depositor becomes current, including applicable late fees. Suspended accounts will not be allowed to place orders for services, or view or access Deposits. If Depositor fails to pay RDB’s charges for two (2) consecutive billing dates, RDB will send written notice informing Depositor that Deposits may be securely destroyed in ninety (90) days. A final notice will be sent to Depositor ten (10) days prior to secure destruction of the Deposits. RDB shall have all other rights and remedies as may be provided by law. In the event RDB takes any actions pursuant to this Section, it shall have no liability to Depositor or anyone claiming by or through Depositor. Depositor shall pay RDB’s standard price for secure destruction and shall otherwise remain responsible for any uncollected amounts and collection costs.
  5. DESTRUCTION OF USELESS RECORDS. Upon written instructions from Depositor, RDB may destroy record material. Depositor releases RDB from all liability by reason of the destruction of such record material pursuant to such authority.
  6. ADDRESSES. Any notice made pursuant to this Agreement may be given or made at the addresses set out on Page 1 of this Agreement until written notice of a change of address has been received.
  7. TRANSPORTATION. With respect to services provided by RDB pursuant to this Agreement, it is not and shall not be deemed a contract of common carrier.
  8. TITLE WARRANTY. Depositor warrants that it is the owner or legal custodian of the record material and has full authority to store said record material in accordance with the terms of this Agreement. In the event that RDB should be made a party in any litigation by reason of having possession of the record material, Depositor agrees to indemnify and hold RDB harmless from any and all liability which may result from said possession and to pay all costs and attorneys’ fees incurred in connection therewith.
  9. INDEMNIFICATION. Depositor agrees to fully indemnify and hold harmless RDB, its officers, employees and agents for any liability, cost or expense, including reasonable attorneys’ fees that RDB may suffer or incur as a result of claims, demands, costs or judgments against it arising out of its relations with Depositor or third-parties pursuant to this Agreement unless caused by the negligence of RDB.
  10. SAFE MATERIALS AND PREMISES. Depositor shall not store with RDB or otherwise tender to RDB any material that is highly flammable, may attract vermin or insects, or is otherwise dangerous or unsafe to store or handle, or any material that is regulated by federal or state law or regulation relating to the environment or hazardous materials. Depositor shall not store or transmit (a) negotiable instruments, jewelry, check stock or other items that have intrinsic value, (b) defamatory, trade libelous or otherwise unlawful information, or (c) obscene, pornographic or indecent information in violation of applicable law. Depositor warrants and covenants that Depositor’s locations where RDB employees perform services (including pickups and deliveries) are and shall be free of hazardous substances or dangerous conditions. Depositor shall reimburse RDB for damage to equipment or injury to personnel resulting from Depositor’s breach of this Agreement. Violation of this clause shall be grounds for termination of service.
  11. MODIFICATION. This Agreement binds the heirs, executors, administrators, successors and assigns of the respective parties and cannot be changed orally.
  12. DEFINITION. Reference to RDB shall include all of its directors, officers, shareholders, employees and agents. Reference to “storage material” shall include all documents, records or other material stores by RDB for Depositor. All such record material delivered by Depositor to RDB for storage during the term of this Agreement shall be subject to the terms and condition hereof.