The RipFactory

Effective 1 February, 2007

Access and use of this site is provided subject to the terms and conditions incorporated in this document (the “Agreement”). Please read these terms carefully as use of this site and services provided by ‘The RipFactory’ constitutes acceptance of these terms and conditions.
The RipFactory Terms and Conditions
Thank you for choosing The RipFactory to create your digital music library. This Service Agreement (the "Agreement") governs the terms of the CD ripping service that The RipFactory will provide you (the "The RipFactory Service") and your access to and use of the digital music library products that The RipFactory will create for you through The RipFactory Service (the "The RipFactory Products").
Please review this Agreement carefully. By ordering The RipFactory Service, directly or indirectly, and accepting The RipFactory Products, you are agreeing to the terms, conditions, and notices contained or referenced in this Agreement without modification, addition, or deletion. These terms and conditions govern whether you submit your CDs to us directly or if you do so through a third party, such as one of our Service Providers. If you do not agree to the terms of this Agreement, (1) The RipFactory will not provide you with The RipFactory Service, (2) you will not receive or be entitled to use The RipFactory Products, and (3) you should not proceed to order or use The RipFactory Products or Services. In addition, The RipFactory may refuse to provide you with The RipFactory Service and deny you access to The RipFactory Products in the event that you fail to comply with any of the terms or conditions of this Agreement. If you have any questions concerning this Agreement or your acceptance, please at info@theripfactory.co.nz

1. About The RipFactory Service.
The RipFactory wants to make it easier for you to enjoy your CDs in your personal life. When you order The RipFactory Service and send us your chosen CDs, we will rip those CDs onto a DVD or external hard drive and deliver The RipFactory Products to you so that you or your Audio Visual Company installer can easily download your digital music library onto your music-listening device directly.

1. Services.
   1. CD to Digital Conversion Service (“Ripping”): Converting audio source music to digital format service may also include basic “tagging” of such data files to include only song title, artist, album, genre and album artwork. Such tagging will be done via contracted or online databases and The RipFactory will not warrant accuracy of such tagging.
   2. Digital File Delivery: Customer may choose to have their digital music delivered to Customer on either hard drive, DVD or as loaded onto a Portable Audio Device. Such portable audio device may be supplied by customer, unless expressly requested by customer that such unit be procured by The RipFactory. The RipFactory does not warrant that digital files as loaded on a Portable Audio Devices can be transferred successfully to Customer’s home personal computer. The RipFactory has no responsibility in providing support for the transfer of files from the Portable Audio Device to the Customer’s personal computer.
   3. The service provided by The RipFactory includes transforming Customer’s own materials into a digital format. This service is only available for conversion of materials Customer is authorised or legally permitted to change in format, materials in which Customer owns the relevant copyrights, or non-copyrighted materials. It is Customer’s responsibility, not The RipFactory’s, to ensure that any material converted does not violate any third party's copyright and that the conversion process does not violate any third party’s copyright or other right. Customer agrees to defend, indemnify and hold The RipFactory harmless from any claim, demand, including reasonable legal fees, made by any third party and arising out of related to any violation of copyright laws. Customer agrees that his/her use of The RipFactory’s CD to Digital conversion service is at Customer’s own risk and that The RipFactory advice, assistance or guidance does not constitute the acceptance of any liability.
   4. The RipFactory reserves the right at any time after receipt of Customer’s order for services to accept or decline the order for any reason. Customer’s order will be deemed accepted by The RipFactory upon delivery of contracted services ordered by the Customer. All invoices are due and payable prior to dispatch of completed contracted services as ordered by Customer.

2. Customer warranties.
   1. That the music CDs that Customer asks The RipFactory to convert into digital music files are Customer’s property and do not include any counterfeit CDs or any unauthorised copy of copyrighted music. Customer will use the converted digital music solely for personal, non-commercial purpose. Customer will not share copies of the resulting digital music files with anyone and will not distribute them over file sharing services or upload them to the Internet.
   2. That Customer understands that The RipFactory actively encourages the responsible use of digital music.
   3. That Customer understands that the condition of Customer’s CDs impact The RipFactory’s ability to successfully convert it into a digital file. Customer understands that heavily scratched or damaged CDs submitted to The RipFactory may not be converted, yet they will still count toward the purchase of quantity for which Customer will pay.
   4. The RipFactory agrees not to use Customer’s credit card information in any other capacity without Customer’s consent. All purchases of media will be loaded directly to customer’s hardware for Customer’s use.
   5. Should Customer cancel this order, in writing, prior to delivery of any contracted service, and after any time, cost or expenditure is incurred by The RipFactory, including after the Customer has shipped his/her music CD collection to be converted by The RipFactory, Customer will be responsible for any such service, cost, and/or expenditure.
   6. Customer must be at least 18 years of age to agree to and enter into this Agreement. For minors under the age of 18, but at least 13 years of age, minor’s parent or legal guardian may enter into this Agreement on minor’s behalf. If the parent or legal guardian enters this Agreement on behalf of a minor, the parent or legal guardian is fully responsible for the minor’s use of the Service, including all financial charges and legal liability that he or she may incur. Children under the age of 13 may not enter into this Agreement.
      
3. Cancellation. The RipFactory may, in its sole discretion and without prior notice to Customer, terminate this Agreement for any reason, including without limitation: (1) violations of these Terms and Conditions; (2) failure to pay for contracted services; (3) discontinuance of any services offered by THE RIPFACTORY; or (4) suspected or actual copyright infringement. If The RipFactory receives a notice alleging that Customer has engaged in behaviour that infringes other's intellectual property rights or reasonably suspects the same, The RipFactory may terminate this Agreement, in its sole discretion and without prior notice. If The RipFactory terminates this Agreement, it shall have no liability or responsibility to Customer, including for any amounts previously paid.
   
4. Payment. Each time you order The RipFactory Service: (i) you shall be required to pay all fees and charges associated with such order prior to your order being shipped, and (ii) The RipFactory will charge your credit card for all fees and charges and any additional amounts (including GST) as may be accruing or as you may otherwise owe in connection with your account.. We will contact you with payment options, prior to dispatch, by either Direct Credit or Credit Card.
   
5. Indemnification. Customer agrees to indemnify and hold harmless ‘The RipFactory’, its affiliates, suppliers, service providers,
   distributors, officers, directors and employees from any suit, claim or demand, including reasonable attorney’s fees, made against The RipFactory by any third party arising out of or related to Customer violation of this Agreement, Customer’s violation of any law, regulation or any third party right.
   
6. Legal Disclaimers. In no event will The RipFactory or its affiliated, suppliers or service providers be liable for, nor make any adjustment, refund or credit of any kind for, any loss, corruption, delay, inclusion, omission, shipment, misdelivery, non-delivery, misinformation, other direct or indirect damages, or failure to provide converted materials, or shipping services to the extent caused by or resulting from:
   1. Your acts, defaults or omissions;
   2. Your violation of any of the terms and conditions contained in these Terms and Conditions, as amended from time to time;
   3. Your failure to provide an accurate shipping address or other pertinent information;
   4. Acts, defaults or omissions of any person or entity other than ‘The RipFactory’, including our compliance with verbal or written instructions from the sender, recipient or persons claiming to represent the shipper or recipient;
   5. Our inability to provide a copy of the delivery record or a copy of the signature obtained at delivery;
   6. Our failure to provide a valid shipping account number in good credit standing in the billing instructions on shipping documentation;
   7. Our failure to notify you of any delay, loss or damage in connection with your shipment or any inaccuracy in such notice;
   8. Our release of shipments without obtaining a signature if a signature release is on file; or
   9. Our provision of advice, assistance or guidance on this site does not constitute acceptance of any liability whatsoever.
   10. In the case of a claim concerning any non-delivery, misdelivery, late delivery, damaged shipment or other shipping-related claim, you must retain all original shipping containers, packaging and contents and make the foregoing items available for our inspection. The right to damages against The RipFactory under any cause of action arising from or related to the provision of Services or Products or shipment of any Products shall be extinguished unless an action is brought within on (1) month of the date of order.
   11. The services, products, content, software, hardware data and information (collectively, “Services”) are provided “AS IS,” without warranties of any kind. Except as expressly state herein, The RipFactory expressly disclaims all warranties and/or conditions, express or implied, as to any matter whatsoever relating to or referenced by the The RipFactory site, including, but not limited to the implied warranties and/or conditions of merchantability and fitness for a particular purpose, suitability, title, non-infringement, lack of viruses or correspondence to description. The RipFactory makes no warranty, representation or guaranty as to the content, sequence, accuracy, timeliness or completeness of the Services or that the Services may be relied upon for any reason.
   12. Under no circumstances shall The RipFactory be liable for any unauthorised use of The RipFactory’s services, Customer’s materials or converted digital music. Under no circumstances shall The RipFactory be liable for any losses or damages whatsoever, whether in contract, tort or otherwise, from the use of, or reliance on, the Services or the use of The RipFactory’s website.
   13. The RipFactory makes no guarantee, representation or warranty that The RipFactory service and The RipFactory Products or Service will be accurate, reliable or with errors or loss of sound or data.
   14. The RipFactory’s entire liability, and your exclusive remedy with respect to The RipFactory Service and The RipFactory Products provided to you under this Agreement, shall be limited to the total amount paid by you for such The RipFactory Service and The RipFactory Products.

7. GENERAL
   1. Any arbitration award will include reasonable attorneys' fees and may be enforceable in any court of competent jurisdiction.
   2. The RipFactory reserves the right to change, add or remove portions of these terms and conditions at any time, in its sole discretion.
   3. If any provision of this Agreement is invalid or unenforceable under applicable law, the remaining provisions of this Agreement will continue in full force and effect.
   4. This Agreement constitutes the complete and exclusive agreement between The RipFactory and Customer with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
   5. This Agreement shall be governed by the laws of New Zealand without regard to its conflicts of law principles. Any dispute arising from or relating to the Agreement is subject to binding arbitration conducted by any recognised New Zealand Court of Law. In the event of any lawsuit, demand or claim arising from this Agreement between The RipFactory and Customer, reasonable legal fees will be awarded to the prevailing party.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND SHALL BE BOUND BY ITS TERMS AND CONDITIONS.