This Membership Agreement (“Agreement”) between you and FRQNCY Media Co. d/b/a Recordical™ (the “Company”) outlines your rights and obligations in connection with the terms of your Recordical membership (“Membership”), your access to the Recordical Studio, an audio recording studio managed by the Company (the “Studio”), and your use of Recordical Unboxed, the Company’s audio equipment box rental service (“Unboxed”). By accepting the terms of this Agreement, you are agreeing that you, and any guests you authorize, invite, and/or allow to enter the building where the Studio is located (the “Premises”) and the Studio, in addition to your individual use of Unboxed shall abide by, and be bound by this Agreement.
As used in this Agreement, the term “Releasees” is defined to include the following: (i) the Company, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, contractors, agents, coaches, representatives, successors and assigns and (ii) all owners of the Premises where the Studio is located and all agents acting on their behalf.
1. Membership
You will be enrolled in the Membership that you select during registration. In addition to the Membership credits (“Credits”) and services outlined on the Company’s mobile app or on the web page where you register, your Membership may include:
- Ability to reserve time in the control room and/or recording studio and use of the equipment located therein using the Credits available under the terms of your Membership, subject to availability;
- Ability to book a Company engineer/producer using the Credits available under the terms of your Membership, subject to availability;
- Ability to reserve a Recordical Unboxed equipment box, using the Credits available under the terms of your Membership, subject to availability;
- Opportunity to purchase digital content, courses and book events using the Credits available under the terms of your Membership; and
- Access to and use of a shared internet connection in connection with the use of the Studio
Credits do not roll over from month to month. Memberships are non-transferable. Membership services and Credits may vary and are subject to change from time to time in the Company’s sole discretion.
2. Booking System
In order to utilize your Credits, you will be required to create a Membership account on the Recordical Booking System (“Booking System”) by downloading the Company’s mobile app or accessing the Company’s webpage. Your account is specific to you and you agree to provide accurate and complete information. You should not reveal your account password or credentials to anyone else or let anyone use your account, even if such other individuals are associated with you or your company.
If you believe someone may have used passwords or your account without your authorization, please immediately change such passwords and contact us at support@recordical.com. You are responsible for all actions in connection with your account, regardless of whether you authorized such actions.
3. Studio Reservation
The Company grants you a revocable and limited license to use the Studio during the reservation dates and times you select using the Booking System and only for the purposes set forth in this Agreement. Bookable resources and availability vary by location. The Studio will only be available to you and your guests during the hours which you selected using the Booking System, which may be limited. You are permitted to use the Studio during your reservation period only. Studio reservations are not transferable. Guests are permitted, but you must accompany them at all times and agree to adhere to the requirements for guests as outlined below in Paragraph 7. The control room is limited to two (2) individuals and the recording studio is limited to four (4) individuals per session. Studio reservations are made on a first come, first served basis and are subject to availability. Your Studio reservation is not confirmed until you receive a confirmation e-mail.
You have no license to use the Studio at any time other than during your reservation period. If the Studio is used in any unauthorized way, (i) all persons may be required to immediately leave or may be removed from the Studio, (ii) you will be in breach of this Agreement, and (iii) your Membership may be terminated in the Company’s sole discretion.
4. Studio Access
Access to the Studio is provided through the use of the Company’s mobile app or the Company’s web page and is granted to you and your guests only during your reservation period. You will receive a digital key to access the Studio either through the Company’s mobile app, Company’s web page or through a third-party app fifteen (15) minutes prior to your reservation period; however, your access will only be granted at the start and for the duration of your reservation period.
You may book additional Studio time or extend your reservation at any time, subject to availability. Please see Paragraph 12, Holding Over, for information on charges for failing to depart the Studio at the end of your reservation period.
5. Studio Reservation Rescheduling, Cancellation, and No-Show Policies
a. Rescheduling Your Studio Reservation
The Company makes no guarantee that your Studio reservation time can be rescheduled. Any request to reschedule must be made through the Booking System at least eight (8) hours prior to the scheduled reservation time. Rescheduling is not guaranteed and is based on Studio availability.
The Company may need to reschedule your reservation time due to unforeseen circumstances, including but not limited to cleaning and equipment repairs. If this should occur, the Company will notify you of the need to reschedule and will apply your Credits to a future date and time of your choosing, subject to availability.
In the event the Studio equipment malfunctions or is unusable during your reservation period, you must notify the Company and the Company will refund your Credits in full.
b. Canceling Your Studio Reservation
Any request to cancel your Studio reservation must be made through the Booking System at least eight (8) hours prior to your scheduled reservation time in order to retain your Credits. If you cancel with less than eight (8) hours advance notice, your Credits will be forfeited. No refund or rescheduling will be provided for cancellations made with less than eight (8) hours advance notice.
c. Studio No Show Policy
If you do not reschedule or cancel your Studio reservation as laid out in this paragraph 5, and do not show up for your Studio reservation period, you will forfeit that reservation time and Credits. The Company charges a twenty-dollar ($20.00) no-show fee per occurrence. If you no show three (3) times, the Company will flag your Membership for review.
If you do not show up for your Studio reservation period and had reserved a Company engineer, in addition to the fee listed above, you will be charged an additional fifty-dollars ($50.00) per hour for each hour of your Studio reservation period.
6. Company Engineer and Producer
You are responsible for the management, production, creation, and development of your podcast or other recording. If you reserve a Company engineer or producer through the Booking System, these individuals will be available to you during your reservation period only. Company engineers and producers can only be reserved with twenty-four (24) hours advance notice, subject to availability.
Reserving a Company engineer or producer does not create any employment relationship between you and the Company engineer or producer. The Company engineer or producer are employees of the Company, and you agree not to induce, solicit, or attempt to induce or solicit these individuals to leave their employment or engagement with the Company. Failure to abide by this provision will result in the immediate termination of your Membership and forfeiture of your reservations, without refund.
7. Guests
Your Membership is intended for your use only. You may not allow any other individuals to use your Membership. You agree to accompany your guests at all times. You and your guests agree to adhere to any check-in or security procedures that may be required by the Premises. Your guests will be permitted to access the areas of the Studio which you have reserved during your reservation period only. You are responsible for any damages that your guests incur and you agree to be charged for any repairs or replacement costs that result from any damages caused by you or your guests.
The Company reserves the right, in its sole discretion, to restrict the access of guests or to terminate your membership in the event that you or your guests violate the terms of this Agreement.
8. Recordical Unboxed
Recordical Unboxed (“Unboxed”) is an equipment box sharing service offered by the Company. You may use your Credits to reserve an equipment box, to the extent available, in accordance with the terms of this Agreement and subject to the payment of all applicable Membership fees and charges. Unboxed reservations are made through the Booking System.
You are responsible for any and all damages that occur during your use of Unboxed, including replacement of equipment, and authorize the Company to charge the credit or debit card linked to your account for such damages. Use of Unboxed is limited to you only.
If Unboxed is not returned within thirty (30) hours following the conclusion of the reservation period, you will be subject to a charge of one thousand six hundred and ninety-nine dollars ($1,699.00), plus any additional fees Company incurs including, but not limited to, restocking fees.
You may cancel your Unboxed reservation through the Booking System at any time, prior to the start of your reservation period. Rescheduling is not guaranteed and is based on Recordical Unboxed availability.
In the event Unboxed malfunctions or is unusable during your reservation period, you must notify the Company and the Company will refund your Credits in full.
9. Fees
You agree to the fees and payment schedule selected during your registration checkout. All fees and charges will be made using the preferred payment method designated by you in your Membership account. You agree to be responsible for all overage fees and other non-recurring fees, including fees for repairs or damages caused by you or your guests, or determined to be caused by you or your guests in the Company’s sole discretion, to the Studio, Premises, Unboxed or other Company property or equipment. All fees are non-refundable unless otherwise determined by the Company. You will receive an electronic receipt for all fees and charges.
If you selected a monthly payment option, your first payment will be due upon registration, followed by recurring monthly payments until you cancel. Your recurring monthly payment will be charged on the same calendar day each month (if for example you join on April 12, your card will be charged again on May 12, June 12, and so on).
If you selected an annual payment option, your first annual payment will be due upon registration, followed by recurring annual payments until you cancel. Your recurring annual payment will be charged on the same calendar day each year after you register (if for example you join on April 12, 2022, your card will be charged again on April 12, 2023, and so on).
If you use a Company gift card or other Company promotion to enroll in the Membership or to purchase Credits, or if you have enrolled in the Premises tenant membership plan, you will still be required to provide a credit or debit card during registration. Gift cards must be used within five (5) years of purchase.
You give the Company permission to automatically charge your credit or debit card for all fees and charges, including for equipment repair, cleaning, and damages necessary resulting from your use of the Studio or Unboxed, due and payable to the Company, without any additional authorization. You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).
If payment is not received when due, the Company reserves the right to terminate your Membership, immediately and permanently. If your payment is declined, you will have a ten (10) day grace period to make the payment, otherwise the Company will suspend your Membership, meaning you would not be able to reserve a Studio, rent Unboxed, or otherwise utilize your Credits, until payment has been made. The Company will provide notice of the failed or missing payment to the e-mail address you provide during registration.
If you fail to make any payment in a timely manner or cancel your Membership at any time or for any reason, you will remain fully responsible for the full cost of your Membership and all payments in any payment plan you have chosen. The Company reserves the right to charge a late fee on all balances more than thirty (30) days overdue. You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.
10. Member Conduct
As a condition of your Membership, you agree to uphold the Recordical Membership Code of Conduct.
The Company does its best to create a safe and welcoming space for all members; however, the Company cannot guarantee that all members will follow the Recordical Membership Code of Conduct. The Company therefore will not be responsible or liable for any conduct or statements made by any members.
The Company retains the right to suspend or terminate your Membership without refund, if the Company, in its sole discretion, determines that you have engaged in conduct that would reasonably be considered (1) an offense or violation under applicable law or (2) offensive, incendiary, racist, violent, lewd, or profane.
If, in the Company’s sole discretion, the Company determines your conduct violates this Agreement or the Recordical Membership Code of Conduct in any way, you agree that the Company may immediately and permanently terminate your membership, without refund.
This means if the Company discovers that you are using the Studio or Unboxed to record hate speech, incite violence, or otherwise make offensive, racist, or profane recordings, the Company can immediately terminate your membership, without refunding your membership fee.
11. Condition of Studio
The Studio shall be provided as-is, and the Company makes no warranty to you regarding the suitability of the Studio for your intended use. You should immediately notify the Company of any problem, malfunction or damage with the Studio and any equipment contained therein. You are not permitted to remove, add, or change furnishings.
You shall leave the Studio in the same or similar condition as when you entered. All furniture should be returned to its original location, lights should be turned off and all trash disposed of in the nearest containers outside of the Studio when you depart. You shall be responsible for any damage caused to the Studio during your reservation period. The Company will arrange for any necessary repairs, including replacement of equipment, at your expense.
12. Right of Entry
The Company will not use or allow others to access the areas of the Studio you have reserved during your reservation period. However, the Company has the right to enter the Studio at any time for any reasonable purpose, including any emergency that may threaten damage to the Studio, or injury to any person in or near the Studio. The Company will provide notice of entry, when possible.
13. Holding Over
You agree there will be no holding over or late departures without the Company’s prior approval. In the event there is Studio availability following your reservation period, you may reserve additional time through the Company’s website or mobile app.
Any unauthorized holding over or unauthorized late departure will be subject to a charge of fifty ($50) dollars per hour, plus any additional fees Company incurs including, but not limited to, the cost of refunding Credits for individuals displaced by your holding over.
14. Permitted Use
You are authorized to use the Studio for audio recording, editing, and production, and for no other purpose, unless the Company gives you prior written permission for additional permitted uses. You may not use the Studio in any manner that may render the insurance for the Studio void, or which may result in increased insurance premiums for the Company. You shall not use the Studio in any manner that would violate any local, state or federal law or regulation.
You are not permitted to use the Premises for mail and package delivery. Neither the Company nor the Premises shall be liable in connection with any mail or packages delivered to the Premises.
You further agree to observe and obey all rules and warnings and to follow any instructions or directions provided by the Premises.
15. Pets
No pets or animals, other than service animals, are permitted in the Studio.
16. Food and Beverages
Food is not permitted inside the Studio. Beverages are allowed; however, beverages must be kept in covered containers. Alcohol is prohibited.
17. Cleaning and Repairs
The Company and Premises make no guarantees that the Studio will be sanitized in between reservation sessions. You are responsible for cleaning the Studio after your reservation period, which may include wiping down surfaces and placing all trash in the appropriate containers outside of the Studio. You agree to leave the Studio in a suitable condition for use by other members upon the conclusion of your reservation period.
You will be charged for any excessive cleaning expenses incurred by the Company following your departure.
18. No Smoking
Smoking and vaping are not permitted in the Studio. If evidence of smoking or vaping is found during or after your reservation, (i) you are responsible for all damage caused by the smoking including, but not limited to, odors, stains, burns and removal of debris, (ii) you are in breach of this Agreement, and (iii) you and your guests may be required to immediately vacate, or be removed from, the Studio without refund of any kind.
19. Parking
Parking is not provided as part of your Studio reservation, unless otherwise notified. You agree to be responsible for parking and for all related fees associated with parking.
20. Personal Property
The Company is not responsible for any of your lost, stolen or missing property or property you leave behind in the Studio or in the Premises. It is your responsibility to ensure that personal items are secure.
21. Other Members
The Company does not control and is not responsible for the actions of other individuals you or your guests encounter during your reservation of the Studio or while on the Premises. This includes, but is not limited to, other Recordical members and their guests, tenants and visitors of the Premises, and employees of the Premises. If a dispute arises between Company members, the Company has no responsibility or obligation to participate, mediate, or indemnify any party, except to the extent that such dispute is the result of the Company’s gross negligence or willful misconduct.
22. Live or In-Person Events
If you participate in any live or in-person event as part of the Membership, you agree to observe and obey all posted rules and warnings, to follow any instructions or directions given by the Company through its employees, representatives, or agents, and to abide by any decision of any Company staff or volunteers, or Company vendors or contractors, regarding your ability to safely participate. You agree to exhibit appropriate behavior at all times and to obey all local, state and federal civil and criminal laws while participating in any Membership event. This includes, generally, respect for other people, equipment, facilities, or property. The Company may dismiss you, without refund, if your behavior endangers the safety of or negatively affects the Membership or any person, facility or property.
You consent to medical care and transportation in order to obtain treatment in the event of injury to you as Company, volunteers or medical professionals may deem appropriate. This Agreement extends to any liability arising out of or in any way connected with the medical treatment and transportation provided in the event of an emergency and/or injury.
If you choose to consume alcoholic beverages during any part of the Membership event, you must do so responsibly and only if you are age twenty-one (21) or older. The Company is not responsible for any personal item or property that is lost, damaged or stolen at or during the Membership event.
23. Third Party Products or Services
Your Membership does not include, and the Company is not liable for, the products or services provided by third parties. Third party services are provided solely by the applicable third-party service providers and pursuant to separate arrangements between you and the third party service provider. To the extent any third party platforms or apps have their own terms of use, such terms shall govern the use of the applicable system. For those without terms of use, such platforms or apps shall be provided to you “as-is,” and without any representations or warranties.
24. Force Majeure
Releasees shall not be deemed in breach of this Agreement if Releasees are unable to provide any of the membership services, access to the Studio, or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness or incapacity of Releasees or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Releasees’ control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Releasees shall give notice to You of its inability to provide the membership services, access to the Studio or of delay in providing the aforementioned and shall (i) reschedule all missed reservation times at no additional charge, or (ii) terminate this Agreement and refund you the cost for any affected Membership fees.
25. Termination and Cancellation
The Company reserves the right in its sole discretion to refuse or terminate your Membership, at any time without notice. The Company may terminate your Membership at any time, without refund, if you breach any part of this Agreement. In the event of termination, you are no longer authorized to access the Studio, use Unboxed, or otherwise retain any of the Membership services. The restrictions imposed on you in this Agreement will continue to apply, even after termination by you or the Company.
If you are enrolled in a monthly Membership, you can cancel your Membership through the Booking System at any time prior to your next recurring monthly charge. Your Membership will continue until the end of the then-current month. Members enrolled in a monthly membership may also pause or skip a month through the Booking System prior to the next recurring monthly charge.
If you are enrolled in an annual Membership, you may cancel your Membership through the Booking System at any time prior to your next recurring annual charge. Your Membership will continue until the end of the then-current year.
Your membership and Credits are not transferable. All fees are non-refundable. Any Credits remaining after termination or the expiration of your Membership following cancellation will be void.
26. Intellectual Property
The words, videos, voice and sound recordings, design, layout, graphics, photos, images, information, materials, documents, data, domain names, social media handles, databases, and all other information and intellectual property accessible on or through the Company website and mobile app, any third-party website or mobile app the Company may use in connection with the Membership, and contained in e-mails sent to you by the Company, as well as the look and feel of all of the foregoing (“the Content”) is property of the Company and/or our affiliates or licensors, unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property law.
The Company owns all rights, title and interest, including all intellectual property and other proprietary rights in and to the Company’s mobile app, including all related software and technology used to provide the app’s features and functionality, and in the Company’s equipment boxes.
If you enroll in our Membership, you will be considered our Licensee. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use of the Content only, limited to you only.
You may not republish, reproduce, duplicate, copy, sell, display, disclose, distribute to friends, family, or any other third party, or otherwise use any Content, the Company’s mobile app, or the Company’s equipment boxes for commercial purposes or in any way that earns you or any third-party money (other than by applying them generally in your own business). You may not take, copy, or use for any purpose any photographs or illustrations of any portion of the Studio or the Company’s equipment boxes, without our prior consent. By downloading, viewing, or otherwise using the Content, the Company’s mobile app, or the Company’s equipment boxes for personal use you in no way assume any ownership rights of the foregoing –it is still Company property. Any unauthorized use of any Company materials, Content, the Company’s mobile app, or the Company’s equipment boxes shall constitute infringement. You must receive our written permission before using any Company materials, Content, the Company’s mobile app, or the Company’s equipment boxes for your own commercial use or before sharing with others. The trademarks and logos displayed are trademarks belonging to the Company, unless otherwise indicated. Any use including framing, metatags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without the Company’s written permission.
All rights not expressly granted in this Agreement or any express written license, are reserved by the Company.
27. Assignment
You may not assign, sublet, or transfer any of your rights or obligations under this Agreement. The Company may assign this Agreement without your consent.
28. Assumption of Risk
You knowingly and freely assume all risk and responsibility for injuries to any persons or damages to, or destruction, theft, or loss of, any property, and release, covenant not to sue, and hold Releasees harmless for any and all liability to you, your personal representatives, assigns, heirs and next of kin, for any and all claims, liabilities, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with your Membership, or use of the Studio or Unboxed, whether or not caused by the active or passive negligence of the Releasees.
29. Limitation of Liability
In the event that the release and hold harmless provision is held unenforceable for any reason, you agree to limit any damages claimed to the total paid to the Company pursuant to this Agreement. Releasees will not be liable for any indirect, special, incidental, consequential, reliance, or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology.
30. Your Consent
You acknowledge that the Premises and the Studio will have security cameras in use and consent to being observed, photographed, or recorded while on the Premises and in the Studio.
The Company and the Premises will not use your image or recordings for any reason other than for security purposes, crime prevention or crime detection, which may include property damage.
31. Indemnity
To the extent permitted by law, you agree to indemnify Releasees from and against any and all claims, including third party claims, losses, liabilities, damages, costs and expenses, including attorneys’ fees, resulting from any breach of this Agreement, your use of the Studio and Unboxed, or access of the Premises, whether or not caused by the active or passive negligence of the Releasees.
32. Choice of Law and Venue
You understand and acknowledge that the laws of the State of Georgia shall apply to all matters relating to this Agreement, without giving effect to its conflict of laws principles. The state and federal courts nearest to Atlanta, Georgia shall have exclusive jurisdiction over any case or controversy arising from or in relation to this Agreement. By enrolling in the Membership, you submit to the exclusive jurisdiction and venue of these courts and consent irrevocably to personal jurisdiction in such courts and waive any defense of forum non conveniens.
33. Attorneys’ Fees
The prevailing party in any dispute between you and the Company arising out of or related to this Agreement, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.
34. No Waiver
A waiver by you or the Company of a breach of this Agreement does not equal approval or waiver by said party in any subsequent breach or violation of this Agreement.
35. Severability
If any portion of this Agreement is held invalid or unenforceable, it is agreed that the invalid portion will be severed, and the remainder of the Agreement shall continue in full legal force and effect.
36. Entire Agreement
This is the entire agreement of the parties and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations.
By clicking on the box when signing up for the Membership, you are providing the electronic equivalent of your signature and assert that you have read, understood and agreed to this entire document. If you do not agree with this Agreement, do not enroll or participate in this Membership.
