The Engagement

Customer engages YEC International, Inc. (“YEC International”) and/or its suppliers to: inspect, evaluate, and identify the problem (if not already identified); and/or retrieve, or minimize the damage to, the equipment/data/media; and/or provide other services as may be requested by Customer from time to time.


Confidentiality

YEC International will use any Customer information contained in the data, media and/or equipment provided to YEC International by Customer only for the purpose of fulfilling the Engagement, and will otherwise hold such Customer information in the strictest confidence. Any confidential information disclosed by Customer under this agreement will remain Customer’s sole property, and YEC International shall employ reasonable measures to prevent the unauthorized use of such information, which measures shall not be less than those measures employed by YEC International in protecting its own confidential information. YEC International will not disclose confidential information except to employees or consultants reasonably requiring such information (and who have secrecy obligations to YEC International) and not to any other party.


Payment

Customer agrees to pay YEC International all sums authorized from time to time by Customer, which will typically include charges for YEC International services, shipping, insurance and certain media. Unless otherwise agreed to in advance by YEC International, all such sums are due and payable in advance, by company check, bank money order, or credit card.


Consent

Any consent required of either party will be effective if provided in a commercially reasonably manner, which includes without limitation, verbal authorization if followed by written confirmation by YEC International at the earliest possible opportunity, and/or facsimile.


Acknowledgment of Existing Conditions

Customer acknowledges that the equipment/data/media may be damaged prior to YEC International receipt, and Customer further acknowledges that the efforts of YEC International to complete the Engagement may result in the destruction of or further damage to the equipment/data/media. YEC International regrets that it will not assume responsibility for additional damage that may occur to the Customer's equipment/data/media during YEC International efforts to complete the Engagement. Customer acknowledges and agrees that the provision of the services by YEC International may not result in the complete recovery of the photos.


YEC INTERNATIONAL, MAKES AND CUSTOMER RECEIVES NO WARRANTIES OR CONDITIONS FOR ANY GOOD OR SERVICE, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH CUSTOMER, AND YEC INTERNATIONAL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE.


Limitation of Liability; Limitation of Damages

In no event will YEC International be liable for any damages whatsoever, including without limitation damages for loss or damage occurring in transit, loss of data, loss of business profits, business interruption, or other pecuniary loss, or incidental, consequential or indirect damages arising from the Engagement, even if YEC International or an authorized representative has been advised of the possibility of such damages. Customer acknowledges that the estimated and actual fees and charges reflect this limitation of liability and allocation of risk. The parties agree the total liability of YEC International to Customer under this Agreement shall in no event exceed the total sums paid by Customer to YEC International.


Customer’s Representation and Indemnification

Customer warrants to YEC International that it is the owner of, and/or has the right to be in possession of, all equipment/data/media furnished to YEC International, and that its collection, possession, processing and transfer of such equipment/data/media is in compliance with data protection laws to which Customer is subject; and Customer will defend, at its expense, indemnify, and hold YEC International harmless against any damages or expenses that may occur (including reasonable attorneys’ fees), and pay any cost, damages, or attorneys’ fees awarded against YEC International resulting from Customer’s breach of this section.


Miscellaneous

The parties agree that the laws of the state of California shall govern this Agreement and agree to venue in Orange County, CA; provided, however, that if any provision of this Agreement is in violation of any applicable law, such provision shall to such extent be deemed null and void, and the remainder of the Agreement shall remain in full force and effect. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent performance is rendered impossible due to causes beyond such party's reasonable control. This Agreement, together with any exhibits or other attachments provided by YEC International, constitutes the entire Agreement between the parties in relation to this subject matter and supersedes all other terms including any Customer purchase order terms.