a. The following sets forth the agreement (the “Agreement”) between You and Team Studio along with its partners, affiliates, sponsors, endorsers, owners, employees, or any other party working with or on behalf of Team Studio (collectively “Team Studio” “We,” or “Us”). The Agreement states the rules to which You are bound that govern all actions associated with, but not limited to the use of the Team Studio website (the “Website”).
Team Studio reserves the right to amend or modify the terms of this Agreement at anytime. The most current version of this Agreement will be posted on the Website. The most current Agreement will supersede all previous versions. You will be deemed to have accepted the most current Agreement if You continue to use the Website after any changes are posted.
b. Website Content. The content on the Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (the “Content”) and the trademarks, service marks, and logos (the “Marks”) are owned by or licensed to Team Studio, subject to copyright, trademark, and other intellectual property rights under United States and foreign laws and international conventions.
c. Permitted Use. The Website may be used only for lawful purposes and is available only for Your personal, noncommercial use, which shall be limited to viewing the Website, purchasing products, providing information to the Website, and downloading product information for Your personal review. You are responsible for Your own communications, including the transmission, posting, and uploading of information and are responsible for the consequences of such communications to the Website. Team Studio specifically prohibits any use of the Website, and requires all users to agree not to use the Website, for any of the following:
- Posting any information which is incomplete, false, inaccurate or not Your own;
- Engaging in conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation that would fail to comply with accepted Internet protocol;
- Communicating, transmitting, or posting material that is copyrighted or otherwise owned by a third party unless You are the copyright owner or have the permission of the owner to post it;
- Communicating, transmitting, or posting material that reveals trade secrets, unless You own them or have the permission of the owner;
- Communicating, transmitting, or posting material that infringes on any other intellectual property, privacy or publicity right of another;
- Communicating, transmitting, or transferring (by any means) information or software derived from the Website to foreign countries or certain foreign nations in violation of any applicable export control laws;
- Attempting to interfere in any way with the Website's or Team Studio's networks or network security, or attempting to use the Website's service to gain unauthorized access to any other computer system;
- Communicating, transmitting, or posting material that is in violation of applicable laws or regulations.
d. Disclaimer. The materials on the Websites are provided "as is" without warranties of any kind, either express or implied, including without limitation, warranties of title, implied warranties of merchantability, fitness for a particular purpose or non-infringement of intellectual property. Team Studio expressly disclaims any duty to update or revise the materials on the Websites, although Team Studio may modify the materials at any time without notice. Your use of the Websites is at Your sole risk, and You assume full responsibility for any costs associated with Your use of the Websites. Team Studio shall not be liable for any damages of any kind related to Your use of the Websites.
e. Displayed Colors. We have made every effort to display as accurately as possible the colors of our products that appear at the Websites. We cannot guarantee that Your computer monitor's display of any color will be accurate.
f. Purchase Limitations. In an effort to enhance Your shopping experience and give as many customers as possible the opportunity to purchase our merchandise, We may place limits on purchases and We do not authorize the purchase of commercial quantities of our merchandise. We also may, among other things, restrict orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. We reserve the right to limit, cancel or prohibit orders that, in our judgment, appear to be placed in violation of this policy. We further reserve the right to cease doing business with customers who violate this policy. We may modify this policy at any time without prior notice. This policy applies to all purchases of Team Studio merchandise, including, but not limited to, all purchases made through our catalogues and Website.
g. International Use. We control and operate the Website from the United States, and all information is processed within the United States. We do not represent that materials on the Website are appropriate or available for use in other locations. Please refer to the International Orders page on the Website for more information. You agree to comply with all applicable laws, rules and regulations in connection with Your use of the Website. Software that may be downloaded from the Website is subject to export controls under the laws and regulations of the United States. By visiting and using our Website, You acknowledge that You are not a national of, or resident within, any of the countries that are subject to trade embargo under these laws and regulations.
h. Links to Other Websites and Services. The Website may contain links to other websites that are not under the control of Team Studio. We have no responsibility for the linked websites nor does linking constitute an endorsement of any linked website. Links are provided solely for the convenience and information of the Website’s users.
i. Indemnification. Upon a request by Us, You agree to defend, indemnify, and hold harmless Us and our parent and other affiliated companies, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney’s fees that arise from Your use or misuse of the Website. We reserve the right, at Your own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which even You will cooperate with Us in asserting any available defenses.
j. Dispute Resolution and Choice of Forum. In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Website, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent
(1) to Team Studio, _______________; or
(2) to You, at Your last-used billing address or the billing and/or shipping address in Your online profile.
Both You and Team Studio agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any litigation or filing any claim against the other party. In the event that any Disputes cannot be resolved outside of court, You further agree that all Disputes will be resolved by a state or federal court located in or around New York, New York and You agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
k. Choice of Law. You agree that the laws of the State of New York govern this Agreement and any claim or dispute that You may have against Us, without regard to its conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability.
l. Severability and Integration.
This Agreement and any supplemental terms, policies, rules and guidelines posted on the Website constitute the entire agreement between You and Us and supersede all previous written or oral agreements. If any part of Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
m. Termination. This Agreement remains effective unless and until terminated by either You or Team Studio. You may terminate this Agreement at any time. Team Studio also may terminate this Agreement at any time without notice, and accordingly may deny You access to the Website, if in Our sole judgment You fail to comply with any term or provision of the Agreement. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes.