STORYPRIZE™ MEMORIES —

MASTER CLIENT TERMS AND CONDITIONS

A Division of Scanning Corp, a Michigan Corporation

Corporate Mailing Address: PO Box 777, Union Lake, MI 48387 • Telephone: (313) 430-8030 • Email: jordan@storyprize.com • Web: StoryPrize.com

Effective Date: October 28, 2026

ARTICLE 1. CORPORATE IDENTITY, PARTIES & CONTRACT FORMATION

  • 1.1 Legal Entity & Corporate Shield. These Master Client Terms and Conditions (this "Agreement") constitute a legally binding contract between Scanning Corp, a Michigan domestic profit corporation (Michigan Department of Licensing and Regulatory Affairs Entity ID: 900298621), operating through its consumer memories division under the registered Michigan Assumed Names "StoryPrize Memories" (Filing #28883338) and "StoryPrize" (Filing #28883331) (collectively, "StoryPrize," "Company," "we," or "us")[cite: 24], and the individual, family, estate, trust, or entity requesting or purchasing services or products ("Client" or "you"). Client expressly acknowledges that it is contracting solely with Scanning Corp, a Michigan corporation, and that no officer, director, shareholder, employee, or agent of Scanning Corp (including Jordan Polhamus or Christina Polhamus) shall have any personal liability whatsoever under or in connection with this Agreement[cite: 24].

  • 1.2 Acceptance from First Contact Forward. This Agreement governs the entire relationship between StoryPrize and Client from the initial telephone inquiry, text message, web inquiry on StoryPrize.com[cite: 8], or in-person consultation through intake, on-site or off-site scanning, photo organizing, delivery, return of original media, and cloud hosting[cite: 24]. Client accepts and agrees to be bound by this Agreement upon the earliest to occur of:

    1. Signing a physical or electronic Schedule A — Intake Inventory & Chain-of-Custody Log;

    2. Clicking "I Agree" or submitting an order or deposit via our SuiteDash Client Portal, Stripe checkout, or StoryPrize.com;

    3. Tendering any deposit, payment, or Gift Certificate redemption[cite: 24]; or

    4. Handing over physical or digital media ("Originals") to StoryPrize for evaluation, organizing, or digitization.

ARTICLE 2. INITIAL CONSULTATION, INTAKE & SCHEDULE A CHAIN OF CUSTODY

  • 2.1 Initial Phone Call & Good-Faith Estimates. Any pricing discussed during an initial phone call, text exchange, or preliminary consultation is a good-faith estimate based on Client's approximate description of their collection. Because shoeboxes, albums, and estates rarely contain exact round numbers of items, final billing for per-item or package-overage work is determined by the actual verified count recorded during formal intake or digital capture.

  • 2.2 Mandatory Schedule A Intake Inventory (Bailment Scope). At the time of doorstep pickup, studio drop-off, or on-site arrival, StoryPrize and Client (or Client's authorized representative) shall complete and initial the Schedule A — Intake Inventory & Chain-of-Custody Log listing the Originals by container (e.g., shoeboxes, albums, slide carousels, loose videotapes) and approximate quantity. StoryPrize acts strictly as a commercial bailee for hire with respect ONLY to the containers and items expressly recorded on Schedule A. Client is solely responsible for removing unrelated valuables, cash, jewelry, or sensitive documents prior to tender.

  • 2.3 Written Change-Order Approval (No Surprise Invoices). If, upon sorting or scanning Client's collection, StoryPrize determines that the actual media volume exceeds the selected package tier or written estimate by more than ten percent (10%), StoryPrize will notify Client via email, text, or SuiteDash portal message[cite: 24] before performing work beyond the estimated scope. Client's written, emailed, or text-messaged confirmation shall constitute an authorized Change Order.

ARTICLE 3. ON-SITE SERVICES (IN-HOME ORGANIZING) VS. OFF-SITE STUDIO SERVICES

  • 3.1 On-Site Photo Organizing & Scanning Blocks (2-Hour, 4-Hour & 8-Hour Blocks). When Client books StoryPrize for on-site services at Client's residence, senior living apartment, or office (including 2-Hour Discovery Blocks at $199, 4-Hour Project Blocks at $349, or 8-Hour Full-Day VIP Blocks at $699), Client agrees to provide a safe, clear, well-lit workspace, accessible electrical outlets, a climate-controlled environment free of hazards, and securing of household pets. Time blocks are billed for dedicated specialist time on-site; if a block includes a stated maximum photo scan count (e.g., up to 300, 750, or 1,500 loose prints), photos must be reasonably accessible and ready for feeding. Cancellations or rescheduling of on-site blocks require at least forty-eight (48) hours' advance notice, or a $50 rescheduling fee may be assessed.

  • 3.2 Off-Site Studio Processing & Authorized Local Subcontractors. For off-site orders, Originals are transported via StoryPrize's local concierge vehicle to Scanning Corp's secure, climate-controlled facility in West Bloomfield, Michigan[cite: 24]. While 100% of photographic print, slide, negative, and album scanning is performed in-house by StoryPrize, Client expressly authorizes StoryPrize to utilize vetted, local Metro Detroit specialty transfer subcontractors for magnetic videotapes (VHS, VHS-C, Hi8, MiniDV), motion picture film reels (8mm, Super8, 16mm), or specialty audio formats[cite: 24]. Originals never leave the Metro Detroit area unless expressly requested by Client in writing[cite: 24].

  • 3.3 Fragile Albums, Magnetic "Sticky" Pages & Scrapbooks. Vintage photo albums—especially 1970s–1990s "magnetic" self-adhesive albums, brittle black construction-paper pages, and glued scrapbooks—present inherent chemical and physical risks. Unless Client instructs StoryPrize in writing to scan album pages strictly intact on a flatbed/overhead scanner without removal, Client authorizes StoryPrize technicians to use professional archival tools (such as micro-spatulas or archival floss) to gently lift prints where feasible, and releases StoryPrize from liability for any backing tears, emulsion lifting, or page wear that occurs despite reasonable care.

ARTICLE 4. THE "KODAK RULE": INHERENT DEFECTS IN AGED MEDIA & LIMITATION OF BAILMENT LIABILITY

  • 4.1 Acknowledgment of Aged & Degrading Media. Client understands and acknowledges that vintage photographs, slides, negatives, scrapbooks, motion picture film, and magnetic videotapes are aging, chemically unstable, and perishable physical artifacts. Decades of storage in attics, basements, or closets frequently cause faded dyes, vinegar syndrome, mold, brittle splices, tape shedding, sticky-shed syndrome, demagnetization, or mechanical jamming inside playback decks. Handling, feeding, cleaning, or playing aged media—even by trained specialists using commercial equipment—can occasionally cause damaged or brittle originals to tear, jam, or degrade further. StoryPrize is not liable for damage resulting from pre-existing fragility or latent material defects.

  • 4.2 THE "KODAK RULE" — INTRINSIC / REPLACEMENT VALUE LIMITATION OF LIABILITY.

    IN ACCORDANCE WITH LONG-STANDING PHOTOGRAPHIC PROCESSING AND ARCHIVAL INDUSTRY CUSTOM (HISTORICALLY KNOWN AS THE "KODAK RULE" AND CODIFIED UNDER COMMERCIAL BAILMENT LAW), CLIENT EXPRESSLY AGREES THAT ALTHOUGH ORIGINAL PHOTOGRAPHS, SLIDES, NEGATIVES, ALBUMS, FILMS, AND VIDEOTAPES MAY HAVE PROFOUND SENTIMENTAL OR SUBJECTIVE VALUE TO CLIENT, THEY HAVE NO MEASURABLE COMMERCIAL MARKET VALUE. IN THE EVENT THAT ANY ORIGINAL ITEM(S) OR MEDIA ARE LOST, DAMAGED, DESTROYED, OR STOLEN WHILE IN THE CUSTODY OR CONTROL OF STORYPRIZE (OR ITS LOCAL SUBCONTRACTORS), WHETHER DUE TO NEGLIGENCE OR ANY OTHER CAUSE EXCEPT INTENTIONAL MISCONDUCT, STORYPRIZE'S MAXIMUM AGGREGATE LIABILITY SHALL BE STRICTLY LIMITED TO THE COST OF UNEXPOSED REPLACEMENT BLANK MEDIA OF LIKE KIND AND QUANTITY (E.G., THE COST OF A BLANK VIDEOTAPE OR UNEXPOSED ROLL OF FILM/PAPER) OR A REFUND OF THE FEES ACTUALLY PAID BY CLIENT FOR THE SPECIFIC AFFECTED ITEM(S), WHICHEVER IS GREATER, AND IN NO EVENT SHALL STORYPRIZE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT EXCEED THE TOTAL DOLLAR AMOUNT ACTUALLY PAID BY CLIENT TO STORYPRIZE FOR THE ORDER GIVING RISE TO THE CLAIM.

  • 4.3 Waiver of Sentimental, Emotional & Consequential Damages.

    TO THE MAXIMUM EXTENT PERMITTED BY MICHIGAN LAW, CLIENT EXPRESSLY WAIVES AND RELEASES SCANNING CORP (D/B/A STORYPRIZE MEMORIES) FROM ANY AND ALL CLAIMS FOR SENTIMENTAL VALUE, EMOTIONAL DISTRESS, PAIN AND SUFFERING, LOSS OF FAMILY HISTORY, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. IF CLIENT DESIRES COVERAGE ABOVE THIS LIMITATION, CLIENT MUST OBTAIN A PERSONAL INLAND MARINE / VALUABLE ARTICLES INSURANCE FLOATER PRIOR TO TENDERING ORIGINALS.

  • 4.4 Blank, Unplayable, or Degraded Videotapes. For magnetic videotapes, StoryPrize cannot preview the contents of a tape until it is cleaned, loaded, and captured in real time. Unless a specific promotional "No-Blank-Tape" offer is expressly noted on Client's invoice, tapes that prove to be blank, recorded over with television broadcasts, or unrecoverable due to severe magnetic oxide shedding may be subject to a minimum $5.00 inspection/handling fee or billed per the package terms.

ARTICLE 5. BANKER & ACCOUNTANT PROTECTIONS: PRICING, PAYMENT, GIFT CERTIFICATES & REFUND POLICY

  • 5.1 Payment Terms, Deposits & Merchant Processing. All prices are quoted in U.S. Dollars. StoryPrize accepts payment via major credit/debit cards and ACH through Stripe/SuiteDash, or by check payable to "Scanning Corp" or "StoryPrize Memories."[cite: 24] For custom archival packages or hardware orders (including the $199 Pre-Loaded Frameo 10.1" Digital Picture Frame)[cite: 24], a 50% to 100% deposit is required at intake/order placement, with any remaining balance due in full prior to or upon delivery of the finished digital files and return of Originals. Past-due invoices accrue a late finance charge of 1.5% per month (18% per annum) or the maximum rate permitted under Michigan law, plus all reasonable collection costs and attorneys' fees.

  • 5.2 Chargeback & Payment Dispute Covenant (Banker Protection). Because archival digitization and photo organizing are custom, labor-intensive services tailored to Client's unique media, all completed scanning and organizing services are non-refundable once performed. Client agrees not to initiate any credit card chargeback or ACH reversal without first giving StoryPrize fourteen (14) days' written notice and a reasonable opportunity to cure any technical defect in the digital deliverables. An unjustified chargeback constitutes a material breach of this Agreement and entitles StoryPrize to recover all bank chargeback penalties ($25–$50 per occurrence), administrative costs, and immediate suspension of Client's Cloud Vault access.

  • 5.3 Holiday Cutoff Dates, Gift Certificates & Deferred Revenue (Accountant / IRC § 451 Compliance). Orders for the $199 Pre-Loaded Frameo 10.1" Wi-Fi Digital Picture Frame Special must be placed and the 100 physical photographs delivered to StoryPrize on or before December 18th to guarantee pre-Christmas delivery[cite: 24]. StoryPrize Package Gift Certificates and Prepaid Archival Vouchers (including 2026 Holiday Gift Certificates scheduled for fulfillment in 2027)[cite: 24] are non-refundable for cash (except as required by law), do not expire for at least five (5) years from the date of issuance in compliance with the Michigan Consumer Protection Act (MCL 445.903e) and federal CARD Act, and are redeemed by scheduling an intake appointment in the applicable fulfillment window. For corporate tax and accrual accounting purposes, advance payments on unredeemed Gift Certificates are recorded as unearned deferred contract liabilities until the scanning services are rendered[cite: 24].

  • 5.4 Third-Party Hardware Warranty (Frameo Digital Frames & USBs). Physical hardware sold or included with packages—such as the Frameo 10.1" Wi-Fi Digital Picture Frame (32GB)[cite: 24] and Keepsake USB flash drives / SSDs—are covered solely by the respective original manufacturer's limited warranty. StoryPrize tests and pre-loads each unit prior to delivery and warrants that the digital files loaded thereon will be readable upon delivery (plus thirty (30) days to report any corrupted file), but disclaims all implied warranties of merchantability or fitness for a particular purpose on third-party electronics.

ARTICLE 6. RETURN OF ORIGINALS, INSPECTION WINDOW & ABANDONED PROPERTY

  • 6.1 Return Sign-Off & 14-Day Inspection Window. Upon completion of the project and full payment of the invoice, StoryPrize will return Client's Originals via local concierge delivery or studio pickup, and Client (or Client's designee) shall sign the return section of Schedule A confirming receipt. Client shall have fourteen (14) calendar days following delivery of the Originals and digital files to inspect the deliverables and notify StoryPrize in writing of any missing scan, orientation issue, or technical defect, which StoryPrize will re-scan or correct at no charge. After fourteen (14) days, the order is deemed unconditionally accepted.

  • 6.2 Unclaimed Originals & 90-Day Abandoned Property Policy. StoryPrize does not have long-term warehouse space to store completed physical collections indefinitely. If Client fails to accept return delivery, pick up Originals, or pay an outstanding balance within ninety (90) days after StoryPrize sends written notice of completion (via email, text, and certified mail to the address on Schedule A), the Originals shall be deemed legally abandoned. Upon expiration of the 90-day period, StoryPrize may assess a storage fee of $25.00 per month per box or, after a final 15-day notice, dispose of or recycle the unclaimed Originals without liability of any kind.

ARTICLE 7. CLOUD HOSTING ("FAMILY LEGACY CLOUD VAULT"), DATA RETENTION & 3-2-1 BACKUP RULE

  • 7.1 Complimentary 60-Day Family Legacy Cloud Vault & Automatic Server Purge. Every scanning package includes sixty (60) calendar days of complimentary access to Client's private, encrypted "Family Legacy Cloud Vault" (hosted via SuiteDash and Backblaze B2 object storage) beginning on the date StoryPrize emails the digital delivery link ("Day 1")[cite: 24, 29]. Unless Client upgrades to an active paid Cloud Vault subscription prior to Day 60, Client's cloud files are scheduled for automatic, permanent deletion from our cloud servers after Day 60 (courtesy reminders are sent at approximately Day 45, Day 55, and Day 59)[cite: 29]. StoryPrize is not a perpetual free data warehouse and has zero obligation to retain backup copies of Client's digital files beyond sixty (60) days from initial delivery[cite: 29].

  • 7.2 Paid Legacy Cloud Vault Subscriptions ($9.99/Month or $79.00/Year). Clients who elect to maintain continuous cloud backup, streaming, and family sharing may subscribe to the Monthly Legacy Vault ($9.99/month) or the Annual Peace-of-Mind Vault ($79.00/year)[cite: 24, 29]. Paid subscriptions automatically renew on a monthly or annual basis via Stripe recurring billing until canceled by Client through the SuiteDash portal or by written notice[cite: 24]. If a renewal payment fails and remains uncured for thirty (30) days after automated email notice, StoryPrize reserves the right to suspend portal access and permanently purge the hosted archive.

  • 7.3 Client's Responsibility Under the "3-2-1 Backup Rule" & Cloud SLA Disclaimer. While StoryPrize utilizes enterprise-grade Backblaze B2 and SuiteDash cloud infrastructure[cite: 24, 29], no single storage medium (whether a USB flash drive, external hard drive, or cloud server) is 100% immune to hardware failure, cyber events, or accidental deletion. StoryPrize strongly advises all Clients to follow the industry-standard "3-2-1 Backup Rule" (maintain 3 copies of your digital photos, on 2 different local media types, with 1 copy stored off-site/in the cloud)[cite: 29]. Cloud hosting is provided on an "AS-IS" and "AS-AVAILABLE" basis.

ARTICLE 8. COPYRIGHT OWNERSHIP, AUTHORITY REPRESENTATION & PROHIBITED CONTENT

  • 8.1 Client Retains 100% Ownership; Warranty of Authority & Fair Use Indemnity. Client retains all right, title, and ownership in and to their Originals and the resulting digitized files. StoryPrize claims no ownership over Client's family memories. By tendering media to StoryPrize, Client represents and warrants that: (a) Client is the lawful owner of the Originals, or has obtained full legal authority from the owner, estate executor, trust, divorcing spouse (by stipulation or court order), or copyright holder to have the materials digitized and duplicated; or (b) the digitization of professional portraits (such as vintage wedding, school, or studio portraits) is strictly for personal, non-commercial archival preservation and private family time/space-shifting. Client agrees to indemnify, defend, and hold harmless Scanning Corp from any third-party copyright infringement, probate dispute, or marital property claim arising out of StoryPrize's digitization or duplication of media at Client's direction.

  • 8.2 Strict Prohibition on Illegal Content. StoryPrize strictly prohibits the submission of any media depicting child sexual abuse material (CSAM), unlawful exploitation, or any material whose possession or reproduction is a crime under Michigan or federal law. StoryPrize technicians visually inspect media during scanning and quality control; if suspected illegal content is discovered, StoryPrize is legally required to immediately halt work, preserve the evidence, and report the matter to law enforcement authorities without refund.

  • 8.3 Optional Marketing Showcase Consent (Opt-In Only). StoryPrize will never publicly display, post, or use Client's family photographs in marketing materials, on StoryPrize.com[cite: 8], or on social media without Client's separate, affirmative written opt-in consent.

ARTICLE 9. GOVERNING LAW, VENUE, DISPUTE RESOLUTION & GENERAL PROVISIONS

  • 9.1 Governing Law & Exclusive Oakland County Venue. This Agreement and all services provided hereunder shall be governed by and construed in accordance with the internal laws of the State of Michigan, without regard to conflict-of-law principles[cite: 24]. Any legal action, small claims proceeding, or arbitration arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts (or AAA arbitration forum) located in Oakland County, Michigan, and both parties irrevocably consent to personal jurisdiction and venue therein[cite: 24].

  • 9.2 Informal Resolution & Contractual 1-Year Statute of Limitations. Before initiating any formal legal proceeding, the complaining party agrees to provide written notice of the dispute and engage in good-faith negotiation for thirty (30) days. Any claim or cause of action by Client arising out of or related to this Agreement or StoryPrize's services must be commenced within one (1) year after the date the Originals or digital files were delivered (or scheduled to be delivered) to Client, or such claim is permanently barred.

  • 9.3 Force Majeure, Severability & Entire Agreement. StoryPrize shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including power outages, fire, flood, severe weather, internet/cloud provider outages, or supply-chain delays. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with Schedule A (Intake Inventory) and the applicable Estimate/Invoice, constitutes the entire agreement between the parties.