Effective Date: April 1, 2011
Company also provides clients with an on-line technology platform via their Company account. This site (the “Site”) provides you with access to and use of Company services (the “Services”), including the opportunity to purchase certain products or other services (collectively “Paid Services”). Before you continue using these Sites, the Services, or any of the Company products or services, it is important that you carefully review the Terms. You also agree to sign and assent to a separate Company Services Agreement in connection with any Services that you select or hire from Company.
1. Ownership of Site. The Services and the Site are owned and operated by Company. Except as permitted under this Agreement, copying, storing, displaying, reproducing, distributing, selling, licensing, sublicensing, publishing or creating derivative works of any content or materials on the Site or available through the Services are expressly prohibited without the prior written permission from Company. All images and media (“Content”) created by Company are the sole property of Company. Company retains ownership and licensing rights to all Content.
2. Acceptance of Terms. By entering and using the Site or Services, you accept these Terms and agree to be bound by them. Acceptance of these Terms creates a binding contract between you and Company that you will use the Service only in a manner consistent with these Terms. Your use of the Site and the Services is entirely conditioned on and subject to your compliance with these Terms. If you do not agree with these Terms, do not access or use the Site or Services. Specific pages on the Site may set out additional terms and conditions which, in addition to these Terms, shall be binding upon you with respect to those pages. In the case of inconsistencies between these Terms and information included in other materials which are not agreements (for example, promotional materials and mailers), these Terms will always control with respect to the Site and Services. We require that you be 13 years or older to use the Site or Services; if you are under 13 years old, you should not access or use the Site or Services.
4. Amendment of Terms; Termination.
a. We reserve the right to change these Terms at any time. If we make any material changes to these Terms, we will post the new Terms on the Site and update the effective date set forth above.
b. This Agreement and the Services provided hereunder shall continue until terminated as provided herein. You agree that Company may at any time without notice to you: terminate this Agreement; suspend or terminate the Services or Site; or terminate your account and delete any content stored in your account; and you agree that Company may take the foregoing actions for any reason, including if, in Company’s sole discretion, you fail to comply with any of these Terms or if a competent regulatory authority requires us to do so, or may do so without cause.
c. Upon termination of this Agreement or termination or suspension of the Service, all rights and licenses granted by Company to you hereunder shall immediately terminate; however, termination or suspension shall not affect any videographer services which have been agreed to and arranged
5. Personal Use of Website. Company grants you a non-exclusive, non-transferable, limited right to access, view, use, display and print information on this site, including all the materials provided hereon, for your personal, informational, noncommercial use only. You may not copy, modify, reproduce, create derivative works from, distribute, transmit, license, or sell any content or any portion of this site without the prior express written consent of Company. Generally Company will grant permission for such use so long as Company is properly acknowledged, but the prior express written consent of Company is required.
6. Password. When you register as a Company user, you may be asked to provide a password. You are the only person permitted to use this password to access and use the Services. As you will be responsible for all activities that occur under your password, you are responsible for maintaining the confidentiality of your passwords. You must notify Company immediately of any unauthorized use of your password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your password if we believe that your password is no longer secure. We may rely on the authority of anyone using your password, and in no event and under no circumstances shall we be liable for any compromise of the confidentiality of your password or any unauthorized access using your password.
7. Information Provided by You. You agree that the information that you provide to us on registration and at all other times, including all information you provide when using the Services, will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times. This is especially important with respect to your email address, since that is the primary way in which we will communicate with you about your account and your orders. You agree that Company is free to use any such information without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, modifying, manufacturing and marketing products and services and modifying or improving the Site and Service.
8. Prohibited Conduct. You agree that you will not:
a. use the Site or Services:
i. for any unlawful purposes;
ii. to create, produce, or distribute any material that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, malicious, fraudulent, misleading, abusive, harmful to any person or property, false, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable;
iii. to create, produce, or distribute any material that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trademark, patent or other intellectual property right or any moral right of any party including, but not limited to Company; or
iv. to harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
b. interfere with, harm or disrupt (or attempt to interfere with or disrupt) the Site or Services or servers or networks connected to the Site or Services, or disobey any laws, requirements, procedures, policies or regulations governing access to or use of the Site or networks connected to the Site or Service;
c. access or attempt to access any information, documents or material that you are not authorized to access; or
d. use any robot, spider, or other such programmatic or automatic device to obtain information from the Site or otherwise monitor or copy any portion of the Site;
THE SERVICES, THE SITE, AND ALL OTHER RELATED COMPANY PRODUCTS AND SERVICES ARE PROVIDED BY US “AS IS” WITHOUT ANY OTHER WARRANTIES WHATSOEVER. ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF ITS SERVICES. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
10. Limitations of Liability and Damages.
a. COMPANY, ITS AFFILIATES, EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS AND ITS SUPPLIERS SHALL NOT BE RESPONSIBLE FOR NOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, THE SERVICES, THE PRODUCTS SOLD, OR INFORMATION CONTAINED WITHIN THE SITE, INCLUDING, BUT NOT LIMITED TO, YOUR DOWNLOADING OR UPLOADING OF ANY MATERIAL OR DOCUMENTS.
b. PAID PRODUCT OR SERVICE: SOLE REMEDY. YOUR SOLE AND EXCLUSIVE REMEDY FOR FAILURE TO DELIVER A PAID PRODUCT OR SERIVCE OR BREACH OF ANY OBLIGATION WITH RESPECT TO A PAID PRODUCT OR SERVICE SHALL BE A REFUND OF THE AMOUNT PAID FOR THE SPECIFIC PAID PRODUCT OR SERVICE AT ISSUE AND IN NO EVENT SHALL COMPANY’S LIABILITY FOR FAILURE TO DELIVER SUCH ITEM EXCEED SUCH AMOUNT.
c. TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE DISCLAIMERS, WAIVERS AND LIMITATIONS CONTAINED IN THE TERMS, INCLUDING WITHOUT LIMITATION SECTIONS 10 AND 11, SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APPLICABLE LAW MAY NOT ALLOW THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF COMPANY UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE LOWEST AMOUNT ALLOWED BY LAW.
11. Indemnification. You agree to indemnify, defend and hold harmless Company, its officers, directors, employees, agents, licensors, suppliers and any third-party service providers to the Site and/or Services from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising from: any breach of these Terms or of any representation, warranty, or covenant you make herein; your access to and use of the Site; your use of the Services or purchase of Products; your use of third party content; and your grant of rights and licenses to Company pursuant to these Terms.
12. Paid Products and Services: Prices/Cancellation. The rate for any Paid Products or Services shall be set forth on the Company on-line order form. All rates are stated in U.S. dollars and are valid until altered by us. In the event that a Paid Product or Service on this Website is mistakenly listed at an incorrect rate, Company reserves the right to refuse or cancel any orders placed for the Paid Product or Service listed at the incorrect rate. Company reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Company shall issue a credit to your credit card account in the amount of the incorrect rate. Risk of loss and title to any products that you may purchase from us passes to you upon our delivery of such products to the carrier.
b. Choice of Law and Venue. This Agreement shall be governed and interpreted in accordance with the substantive law of the State of New York without regard to its conflict of law provisions. The parties agree that any litigation arising out of this Agreement, or relating to the operation of the Site or Service or content appearing therein, shall be brought only in the state or federal courts located in New York, New York. The parties irrevocably submit to the exclusive jurisdiction of such courts and hereby waive any challenge to the propriety or convenience of jurisdiction or venue of such courts. Without limiting the effect of any disclaimer contained herein, any cause of action you may have with respect to your use of the Site or Services must be commenced within one (1) year after the claim or cause of action arises.
c. Assignment. You may not assign the Agreement and/or any of the rights or obligations contained herein. Company may freely assign this Agreement and the rights and obligations contained herein.
d. Notices. Company may notify you of certain events relating to the Site or Services, or your use of the Site or Services. We may choose to notify you of these matters via a general notice on the Site, electronic mail to your e-mail address on record in Company’s account information, or by written communication sent by U.S. mail, postage pre-paid, to your address on record in Company’s account information. If we notify you by mail, mail notice shall be deemed to have been given upon the expiration of three days after mailing; if we sent you notice by email, such notice shall be deemed to have been given upon the expiration of twenty-four (24) hours after sending. You may give notice to Company (such notice shall be deemed given when received by Company at any time only by following: letter sent by confirmed facsimile to Company at the following fax number: (212) 721-0716; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Company at the following address: Attn: General Counsel’s Office, Meaningful Movement, 240 West 73rd Street, Suite 701, New York, New York 10023.
e. Trademarks. All brand, product, and service names used on the Site or in these Services which identify Company or third parties and their products and services are proprietary marks of Company and/or the relevant third parties. Nothing in the Terms shall be deemed to confer on any person any license or right on the part of Company or any third party with respect to any such image, logo or name.
f. If you have any comments or questions about these Terms, the Site or our Service, please contact us by email at info@PattyRose.com.