- the legal stuff -
LAST UPDATED: April 1, 2020
This Terms of Purchase Agreement (the “Agreement”), is made by and between Annemarie Grudën PHOTOGRAPHY. trading as 'Stock by Annemarie Grudën PHOTOGRAPHY (hereafter known as “Company”), and you (hereafter known as “Purchaser”, and collectively, the “Parties”).
By purchasing a Product (as defined below) from Company, Purchaser agrees to the following terms:
Company provides Stock Photography Membership and or single digital images or bundles as described in the product page(s) (herein referred to as the “Product”). Purchaser agrees to abide by all policies and procedures as outlined in this agreement as a condition of their purchase. Purchaser’s purchase of the Product includes the ability to enter into agreements and/or make transactions electronically. PURCHASER ACKNOWLEDGES THAT THEIR PURCHASE CONSTITUTES THEIR AGREEMENT TO AND INTENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ANY RELATED AGREEMENT INCLUDING OTHER POLICIES AND CONTRACTS, AND TO PAY FOR PRODUCT.
Due to the digital nature of the Product, and because instant access is granted as soon as the membership is activated, no refunds are offered on memberships. Memberships may be canceled at any time. To avoid renewal charges, members must cancel their accounts prior to the automatic renewal date. NO REFUNDS will be issued if members forget to cancel prior to the renewal date. The member account will remain active until the end of the subscription term and all images downloaded while the membership was active may still be used.
You may terminate your Membership at any time. However, no refunds will be issued for payments already processed.
Company may suspend provision of the Products, or terminate, without refund to you, this Purchase Agreement and the Image License: a) upon your breach of the terms hereof; b) upon failure by you to pay a fee as associated owed to the Company; c) if you become insolvent or file, or consent to, a petition in bankruptcy or are adjudicated bankrupt or insolvent or make an assignment for the benefit of creditors or an arrangement pursuant to any law regarding bankruptcy or the rights of creditors or discontinue or dissolve your business or if a receiver is appointed with respect to your business or assets; or (d) if you breach any of the terms of the Image License.
4. IMAGE LICENSE.
By purchasing the Product, the Purchaser agrees to the following Image License:
Stock by Annemarie Grudën PHOTOGRAPHY membership comes with a non-exclusive limited use license.
5. Members May:
6. Members May NOT:
7. Legal Considerations:
Members may not under any circumstances transfer membership or login credentials to a third party - whether a client, customer, or business partner without previous written consent obtained directly from Annemarie Gruden PHOTOGRAPHY .
9. NO GUARANTEE/WARRANTY.
Company sells Products 'as is' without warranty or guarantee of any kind, either express or implied, including no warranty as to merchantability or fitness for a particular purpose.
10. ASSUMPTION OF RISK.
Purchaser agrees to accept all risk associated with the use of any Product, including but not limited to, ingestion of or application to Purchaser’s person, the use of any Product personally or in business, all taxes and regulations applicable to any Product, all legal compliance issues related to any Product. Purchaser understands that the Company is disclaiming all liability from harm of any kind or nature caused directly or indirect from any Product.
Purchaser agrees to indemnify and hold harmless Company, its affiliates, and its respective officers, directors, agents, employees, and other independent contractors from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, Purchaser’s action(s) under this Agreement or misuse of a Product. Purchaser agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Purchaser’s participation under this Agreement, unless expressly stated otherwise by Company, in writing.
12. LIMITATION OF LIABILITY.
Purchaser agrees that the Company’s liability for any reason shall be no more than the total purchase price of the Product purchased.
13. DISPUTE RESOLUTION.
If a dispute is not resolved first by good-faith negotiation between the Parties to this Agreement, every controversy or dispute to this Agreement will be submitted to binding arbitration. The arbitration shall occur within ninety-(90)-days from the date of the initial arbitration demand and shall take place in Ottawa, Ontario. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety-(90)-day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction.
14. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario, and of Canada, regardless of the conflict of laws principles thereof.
15. ENTIRE AGREEMENT; AMENDMENT; HEADINGS.
This Agreement constitutes the entire agreement between the Parties with respect to its relationship, and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. No amendment of, or any consent with respect to, any provision of this Agreement shall bind either party unless set forth in a writing, specifying such waiver, consent, or amendment, signed by both parties. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.
Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.
The waiver or failure of Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
18. CONTACT INFORMATION.
If you have any questions regarding any of our terms, please contact us via email: email@example.com or phone: +1613.266.3021