TERMS AND CONDITIONS FOR FOOD PHOTOGRAPHY CLUB
- BINDING AGREEMENT. These Terms and Conditions (“Terms”) act as a binding agreement (“Agreement”) between you and Merseyside Productions, Inc. dba as Food Photography Club (“FPC”, “us”, “we”, “our”). By registering to be a member of the website located at http://www.foodphotographyclub.com (the “Site”), you acknowledge notice of these Terms and your agreement to be bound by the language herein. You further acknowledge that you are 18 years old or of sufficient age in your jurisdiction to enter into a contractual agreement.
By agreeing to these Terms, you expressly agree to mandatory arbitration to resolve any legal claims against us and waive your right to pursue a jury trial or participate in a class action lawsuit filed against us. Learn more below in paragraph 13.
- BETA TEST MEMBERSHIP. If you have been invited to act as a beta tester of the Site, you will be provided with discounted terms associated with your beta test membership on an individual basis. You understand, accept, and agree to the fact the Site will not be complete during the beta test and only a limited offering of materials will be made available. Should you agree to the beta test terms quoted to you, the terms shall be incorporated herein by reference and the terms and conditions in this Agreement shall apply with the exception of those clauses conflicting with the terms quoted to you as part of the beta test relationship.
- PAID MEMBERSHIP. You may register for a monthly or annual membership with us at rates indicated on the Site. The materials provided as part of your paid subscription are licensed to you by us, for your personal, non-commercial use only. We do not transfer either the title or the intellectual property rights to those materials to you. We retain full and complete title to the materials as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the materials without our prior written consent.
- SCOPE OF PAID MEMBERSHIP. The scope of your membership with the Site shall include courses regarding food photography topics. From time to time in our sole discretion, we may offer additional services and products including, but not limited to, special webinar classes, in-person workshops, and eBooks. These services and products will not be covered by the scope of your monthly or annual membership. In most cases, we will offer discounts to members for these additional services and products, which will be communicated to members as appropriate.
- NON-COMMERCIAL USE BY MEMBERS. As a member of the Site, you expressly agree to use the site for non-commercial purposes unless first obtaining permission from us. The collection of member data or attempts to contact other members with commercial offers is strictly forbidden and constitutes grounds for termination of your membership. No refunds will be given upon such termination. If you wish to advertise on the Site or pursue a commercial communication with members, you must first contact us for permission. “Commercial use” includes, but is not limited to, posting messages in the Community forum or comments sections of posts in an effort to sell products or services, build an email list, or direct members to an online or offline platform other than Site, whether directly or indirectly mentioned in the message.
- CANCELLATION AND REFUNDS. Due to the nature of this content, no refunds are provided. You may cancel a subscription at any time after. You will not receive a refund for the remainder of the canceled membership period, but shall have full access to the Site until that period expires.
- NO BACKGROUND CHECKS. FPC does not perform background checks on any individuals joining the Site. FPC makes no representations, guarantees or warranties regarding individuals who become members of the site, their communications or their actions. If you decide to meet with another member or members offline, you assume the risk of doing so and should use common sense safety steps.
- MEMBER CONDUCT. FPC has no control over the conduct of members. While we enforce these Terms on the Site, we are not responsible for actions undertaken by members while participating on the Site, on the Internet in general or actions taken by members while offline.
- RELIANCE ON MEMBER STATEMENTS. Members of the Site may communicate with each other in a number of ways. Such communications may include, but not be limited to, offers, advice and opinions of the member undertaking the communication. Said communications represent the views of the member making them and are in no way endorsed or supported by FPC in any manner. You agree FPC is not responsible for any loss or damage you may incur from relying on said communications by other members.
- DISPUTES BETWEEN MEMBERS. Every member is solely responsible for the content they post on the Site. You acknowledge and express agree that any dispute between you and another member is strictly between the two of you. You hereby waive any right to pursue FPC as a defendant in any legal proceedings and agree to indemnify FPC as detailed in these Terms.
- FEEDBACK, SUGGESTIONS, AND BUGS. All existing or future improvements, designs, copyright, processes, know-how or other intellectual property (“Intellectual Property”) for the Site are owned by or licensed by us, remain our property and you acknowledge that you have no right, title or interest in or claim to the Intellectual Property. You acknowledge that any improvements to the Intellectual Property discovered or suggested by you pursuant to your use of the Site is our property and you will advise us as soon as possible, assign any such improvements to us, and agree to take any reasonable steps we request to establish a record of the assignment of the Intellectual Property for up to five (5) years after your communication. We will have the sole right to apply for and obtain any copyright protection for such improvements.
13. ARBITRATION AGREEMENT. By agreeing to these Terms and Conditions, you agree to resolve any claim that you may have against FPC on an individual basis in arbitration, as outlined in this Arbitration Agreement section. This will preclude you from bringing any class, collective, or representative action against FPC, and also prevent you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against FPC by someone else.
A. Agreement to Binding Arbitration Between You and FPC. You and FPC agree that any dispute, claim or controversy arising out of or relating to (i) these terms and conditions or the existence, breach, termination, enforcement, interpretation or validity thereof, or (ii) your access to or use of the Site or Products at any time will be settled by binding arbitration between you and FPC, and not in a court of law.
You acknowledge and agree that you and FPC are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and FPC otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and FPC each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
B. Right To Opt-Out. We are providing you with the right to opt-out of this Arbitration Agreement by notifying us in writing within 30 days of opening an account on this Site. To opt-out, send us a message indicating your desire to opt-out using the Contact page on the Site.
C. Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitration issues, including issues relating to whether this Agreement is unconscionable or illusory and any defense to arbitration.
Notwithstanding any choice of law or other provision in this Agreement, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant to it. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California and the parties expressly agree the venue of any action shall be in superior or federal court in Los Angeles County, California, as appropriate for the particular claims asserted.
D. Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). We hereby consent to receive such notifications via the Contact page on the Site. The Arbitrator will be either (1) a retired judge or (2) an attorney specially licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
E. Location and Procedure. Unless you and FPC otherwise agree, the arbitration will be conducted in Marina Del Rey, California. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and FPC submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim does not exceed $20,000, then the arbitration will be conducted on the basis of documents you and FPC submit to the Arbitrator and each parties presence by phone or in person, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $20,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
F. The Arbitrator's Decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only for the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. The parties shall bear their own attorneys fees associated with the arbitration proceeding.
G. Fees. Your responsibility to pay any AAA filing, administrative, witness, and arbitrator fees will be solely as outlined in the AAA Rules.
H. Changes. If FPC changes this Arbitration Agreement after the date you first agreed to this Agreement (or to any subsequent changes), you may reject any such change by providing FPC written notice of such rejection within 30 days of the date such change became effective. This written notice must be provided to us using the Contact page on the Site. To be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you agree that you will arbitrate any dispute between you and FPC in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to this Agreement (or to any subsequent changes to the Terms).
I. Severability and Survival. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these terms and conditions; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
J. Should a court of competent jurisdiction or arbitrator rule this arbitration clause invalid, the parties agree this Agreement shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to rules regarding conflicts of law. The parties further agree the choice of forum and venue for litigating any disputes shall be either the superior or federal courts in Los Angeles County, California, as appropriate for the claims asserted.
14. USER CONTENT. You grant us a license to use the materials you post to the Site. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”), you are granting us, our affiliates, officers, directors, employees, consultants, agents, and representatives a license to use the User Content in connection with the operation of our business, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat the User Content. You will not be compensated for any User Content. You agree we may publish or otherwise disclose your name in connection with your User Content. In posting User Content on the Site, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute it.
15. FPC USER-GENERATED CONTENT DISCRETION. FPC reserves the right to refuse to show or delete any and all user-generated content on the Site in its sole discretion without being required to provide notice of such action or the reason for such action.
16. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When accessing or using the Site, you agree to respect the intellectual property rights of ourselves and others. Your use of the Site is at all times governed by and subject to laws regarding copyright, trademarks, and other intellectual property laws. You agree not to upload, download, display, copy, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of our or any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.
17. INAPPROPRIATE CONTENT. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content to the Site that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. We reserve the right to terminate your receipt, transmission, or other distribution of any such material using the Site, and, if applicable, to delete any such material from its servers. We intend to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.
- PROHIBITED CONTENT. As a member of the Site, you may post content to your profile and certain sections of the Site. Content including, but not limited to, the following may not be posted to the Site or communicated to other members and will form the basis for the termination of your account. Whether a particular piece of content is considered prohibited content will be determined by FPC in its sole discretion.
(a) Email addresses,
(b) Last names,
(c) Telephone numbers,
(d) Street addresses,
(e) Web addresses of any kind,
(f) URLs of any kind,
(g) Links to social media sites,
(h) Personal events,
(i) Business events,
(j) Personal websites,
(k) Business websites,
(l) Trade information,
(m) Business information,
(n) Weapons information,
(o) Solicitations of passwords and/or usernames,
(p) Solicitations for personal information,
(q) Chain letters,
(r) Photographs of nudity,
(s) Photographs of children,
(t) Photographs of individuals without their consent,
(u) Promotion of any criminal activity.
(v) Usernames or links to other community or dating sites, and
(w) Usernames to any quick chat or instance messaging programs.
- PROHIBITED ACTIONS. Certain actions that shall be considered an automatic breach of this Agreement and shall result in the termination of a member account. FPC shall be the sole party making the determination of whether a certain action constitutes a prohibited action. Prohibited actions shall include, but not be limited to, the following actions:
(a) Harassing members,
(b) Harassing moderators,
(c) Bullying others,
(d) Threatening others,
(e) Stalking members,
(f) Spamming members,
(h) Promoting criminal activities,
(i) Promoting tortuous activities,
(j) Promoting obscene material,
(k) Promoting violent conduct,
(l) Drug dealing,
(m) Uploading viruses,
(n) Uploading malware,
(o) Uploading any invasive software,
(p) Uploading child pornography,
(q) Promoting crimes against children,
(r) Soliciting members for gambling,
(s) Advertising services without our consent,
(t) Advertising products without our consent,
(u) Promoting fraud,
(v) Promoting contests without our consent,
(w) Promoting pyramid schemes,
(x) Promoting false information, and
(y) Providing misleading information.
We reserve the right to investigate any such prohibited actions and report them to law enforcement in our sole discretion.
- BLOCKING VISITORS. FPC reserves the right to, in its sole discretion, block any party from visiting the site via their IP address.
- NO WARRANTIES. WE ARE MAKING THE SITE AVAILABLE TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
- OUR LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. THE PARTIES AGREE THE EXTENT OF ANY MONETARY AWARD SHALL BE LIMITED TO THREE TIMES THE PRICE PAID FOR THE MEMBERSHIP YOU ARE OPERATING UNDER AT THE TIME OF THE EVENT FOR WHICH YOU ARE PURSUING A LEGAL CLAIM.
- EXCLUSIONS AND LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 21 AND 22 MAY NOT APPLY TO YOU.
- SHARING AND SELLING YOUR PERSONAL INFORMATION. We will not share your personal information with any third parties without your consent, except as necessary to provide you with the services offered by us or to comply with the law. Should we decide to sell all or part of our business or this site at some point in the future, however, your personal information will be included as an asset in the sale.
- AFFILIATED SITES. We work with a number of partners and affiliates whose websites may be linked to within the Site. Because we do not have control over the content and performance of these partner and affiliate sites, we make no promises or guarantees about the accuracy, content, or quality of the information provided by such sites, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that we make no guarantees about, and assume no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms shall govern your use of any and all third party content.
- PROHIBITED USES. We impose certain restrictions on your permissible use of the Site. You are prohibited from violating or attempting to violate any security features of the Site, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Site; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Site. You are further prohibited from copying any content on the Site, whether manually or through automated means, without our express permission. Any violation of system or network security may subject you to civil and/or criminal liability.
- INDEMNITY. You agree to indemnify us for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless us from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. We will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
- COPYRIGHT. All contents of Site are Copyright © 2016 Merseyside Productions, Inc. All rights reserved.
- SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain in full force and effect. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
- NO LICENSE. Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by us or by any third party.
- AMENDMENTS. We reserve the right to amend these Terms and shall do so by posting a notice on the Site and forwarding an email message regarding the amendments to you should we have an email address for you. Said amendment shall be binding 30 days after being posted to the Site. You may reject the amendments by terminating your use of the Site.