Terms of Service
Effective Date: May 25, 2025
Last Updated: May 25, 2025
Version: 2.1
1. GENERAL AGREEMENT
These Terms and Conditions (the "Agreement") constitute a legally binding contract between you (the "Client") and Waddle Down Memory Lane LLC (the "Company"), a limited liability company organized under the laws of North Carolina, for the digitization and processing of media, including but not limited to photographs, films, videos, and audio recordings (the "Services").
By submitting materials for processing, checking the acceptance box, or electronically signing this Agreement, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.
2. ELECTRONIC ACCEPTANCE
The Client acknowledges and agrees that by clicking the "I Agree" button, checking a box indicating acceptance, or providing an electronic signature, the Client is entering into a legally binding contract. These electronic actions shall constitute a valid and enforceable signature and acceptance of this Agreement under the North Carolina Uniform Electronic Transactions Act (N.C.G.S. § 66-311 et seq.).
3. SHIPPING & RESPONSIBILITY
The Company will provide shipping through UPS at no additional charge to the Client. The Client is responsible for the costs of shipping through any other carrier. The Company is not liable for lost or damaged items while in transit, either to or from the Company. The Client acknowledges that there is inherent risk in shipping materials, including the risk of loss, theft, or damage.
4. RETENTION OF MEDIA & DISCARDING MATERIALS
Media will be shipped back to the Client within 30 days of service completion unless the Client selects to have the media discarded. If the Client has selected to have the media discarded, it will be discarded 30 days after service completion. No further notice will be provided. The Client is responsible for maintaining their own backup copies of original media.
5. CLOUD STORAGE & FEES
All digitized files will be stored electronically on Google Drive for a period of 90 days at no charge. After 90 days, the Client will be charged an annual recurring cloud service fee of $20. The Client agrees to this fee and acknowledges that it will be charged at the end of the 90-day retention period. The Client has the option to download their files before the end of the 90-day period to avoid this fee.
Payment for the annual storage fee is due at the start of the renewal period (exp. immediately after the 90-day complementary period. If payment is not received within 15 days of the due date, the Company reserves the right to remove the Client's files from storage after providing notice to the Client. The Company is not responsible for any loss of data resulting from non-payment of storage fees.
6. LIMITATION OF LIABILITY
The Company's services are provided "as is" and without warranty of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
The Company is not responsible for any loss or damage to the Client's materials during shipping, handling, or processing. In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of data, images, or other media, loss of profits, or business interruption, arising out of or in any way connected with the use of the Services.
The Client agrees that their sole and exclusive remedy for any dispute or claim related to the Services shall be limited to a store credit for the amount paid for the Services. The total liability of the Company, whether in contract, warranty, tort (including negligence), or otherwise, shall not exceed the amount paid by the Client for the Services.
7. COPYRIGHT & INDEMNIFICATION
The Client warrants that they are the owner of all media submitted, or they have obtained the necessary permissions or licenses to use any copyrighted material submitted for processing. The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and contractors from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from:
Copyright infringement or unauthorized use of submitted materials
Violation of any third-party rights
Breach of any representation, warranty, or covenant in this Agreement
Any illegal or improper use of the Services
8. CANCELLATION & REFUNDS
The Client may cancel the Services within 48 hours of receiving an estimate. If the Services are canceled within this time, the Client will receive a full refund for any amount paid for work that has not been completed. No refunds will be issued after the 48-hour cancellation period.
If the Company is unable to complete the Services for any reason, a full refund will be provided. The Company reserves the right to refuse service for any reason, including but not limited to illegal or prohibited content.
9. PAYMENT TERMS
The Client agrees to pay for all Services as outlined in the estimate provided by the Company. Payment is due upon completion of Services, prior to the release of digitized files or the return of original materials. The Company accepts payment via credit card, debit card, or electronic funds transfer.
All prices are in U.S. dollars. The Company reserves the right to change its prices at any time, but such changes will not affect orders for which the Client has already received an estimate.
10. MATERIALS HANDLING
The Company will handle all materials with care; however, it is understood that some degradation may occur during the digitization process. The Company is not responsible for any inherent issues or degradation of the original materials, including but not limited to old or damaged photographs, tapes, films, or discs.
11. LIMITATIONS ON SERVICES
The Company does not guarantee the quality of digital reproductions or the accuracy of content transferred from the original media. The Client acknowledges that digitization is a process that may involve some loss of quality due to limitations of the equipment used.
12. PROHIBITED CONTENT & REPORTING OBLIGATIONS
The Client agrees that no illegal content will be submitted for processing, including but not limited to content that:
Depicts child abuse or exploitation
Violates copyright or intellectual property laws
Elder abuse
Promotes hate, terrorism or human trafficking
Contains defamatory, fraudulent, or otherwise unlawful content
If the Company encounters illegal content, the Company will immediately report it to the appropriate authorities as required by state and federal law. The Company is not liable for any actions taken as a result of such reports, and the Client agrees to fully cooperate with any investigations related to the submission of illegal content.
13. CONFIDENTIALITY
The Company will keep all Client materials confidential and will not share or disclose the Client's materials, media, or personal information to any third parties without the Client's consent, unless required by law or as necessary to provide the Services.
14. DISPUTE RESOLUTION
Any dispute arising out of or related to this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation before resorting to arbitration or litigation.
If mediation is unsuccessful, any legal action or proceeding arising out of this Agreement shall be brought exclusively in the courts located in Brunswick County, North Carolina, and each party irrevocably submits to the jurisdiction of such courts.
The Client agrees to waive any right to a jury trial in connection with any action or litigation related to this Agreement.
15. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to any choice of law or conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
16. AMENDMENTS
The Company reserves the right to modify these Terms and Conditions at any time by posting the revised terms on the Company's website. Any modifications will be effective immediately upon posting and will apply to all future orders. For existing orders, any material changes to these Terms and Conditions will be communicated to the Client via email.
17. SEVERABILITY
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the intention underlying the invalid provision.
18. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, fire, flood, explosion, sabotage, or government actions.
19. ENTIRE AGREEMENT
This Agreement, together with the Privacy Policy and any estimates or invoices provided by the Company, constitutes the entire agreement between the Client and the Company concerning the Services and supersedes all prior or contemporaneous communications, understandings, and agreements, whether written or oral.
20. CONTACT INFORMATION
If you have any questions about these Terms and Conditions, please contact us at:
Waddle Down Memory Lane LLC
Email: support@waddledown.com
Mail: 1055 Tide Ridge Drive, Holden Beach, NC 28462
Phone: 704-208-9711
21. ACKNOWLEDGMENT
BY CLICKING "I AGREE," CHECKING THE ACCEPTANCE BOX, OR ELECTRONICALLY SIGNING BELOW, THE CLIENT ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.