TERMS OF SERVICE
Carefully read the following terms and conditions of this agreement. By accessing and using the design Products and Services of Corey Helford Gallery, you ("Customer") indicate the acceptance of the following terms and conditions and you agree to be bound by them. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE COREY HELFORD GALLERY PRODUCTS AND SERVICES or associated Products and Services and promptly notify Corey Helford Gallery in writing.
This agreement constitutes the complete and exclusive statement of the agreement between you and Corey Helford Gallery with respect to Corey Helford Gallery Products and Services and SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, oral or written, and any other communications relating to the subject matter of this agreement.
Now, therefore, in consideration of the mutual covenants set forth herein, Corey Helford Gallery and Customer agree as follows:
1. Order Acceptance, Payment and Rates
A. All orders are subject to acceptance by Corey Helford Gallery. An order will be deemed accepted by Corey Helford Gallery when Corey Helford Gallery sends written confirmation of the order to Customer.
B. Corey Helford Gallery shall bill Customer for any applicable fees and related Products and Services as selected by Customer and provided by Corey Helford Gallery. Corey Helford Gallery reserves the right to change the amount of, or basis for determining, any fees or charges and institute new fees and charges upon prior notice to Customer. If payment by Customer's bank is denied, or Customer's check is returned to Corey Helford Gallery for any reason, or Customer otherwise fails to make any payments owing to Corey Helford Gallery, Corey Helford Gallery may, at it’s discretion, suspend or terminate access to Products and Services and/or terminate this Agreement. Customer's right to use Corey Helford Gallery Products and Services are subject to any limits established by Corey Helford Gallery or by the Customer's bank. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance, which is more than thirty (30) days overdue. Customer shall be responsible for any and all taxes related to this Agreement.
2. Corey Helford Gallery Products and Services
A. During the term of this Agreement, Corey Helford Gallery shall provide Products and Services to Customer according to an agreement (either written or verbal) accepted by Customer. The specific Products and Services to be provided to Customer shall be established by correspondence between Corey Helford Gallery and Customer. Such Products and Services shall be deemed incorporated by reference into this Agreement, as if fully set forth herein. Corey Helford Gallery and Customer shall retain copies of such Products and Services for future reference.
3. Rules and Regulations
From time to time Corey Helford Gallery may impose reasonable rules and regulations regarding the use of Corey Helford Gallery Products and Services. Such rules and regulations are called acceptable use policies and are posted on the Corey Helford Gallery web site at https://www.coreyhelfordgallery.com/. All such acceptable use policies are incorporated by reference into this Agreement as is fully set forth herein.
4. License Grant
During the term of this Agreement, Corey Helford Gallery grants to Customer a non-exclusive, personal, non-transferable license to access and use Corey Helford Gallery Products and Services. Corey Helford Gallery may modify Corey Helford Gallery Products and Services at any time for any reason and may provide modified versions of Corey Helford Gallery Products and Services to Customer.
5. Intellectual Property Rights
Customer acknowledges and agrees that Corey Helford Gallery Products and Services constitute confidential and proprietary information of Corey Helford Gallery and its licensors and embodies trade secrets and intellectual property of Corey Helford Gallery and its licensors protected under United States copyright and other laws and international treaty provisions. Customer further acknowledges that all right, title, and interest in and to all parts of Corey Helford Gallery Products and Services, including, without limitation, associated intellectual property rights, are and shall remain with Corey Helford Gallery and its licensors. Customer shall not, and shall cause its employees and agents not to, disclose or transfer any portion of Corey Helford Gallery Products and Services to any third party. Customer further agrees not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, sublicense, distribute, remarket or otherwise dispose of any portion of Corey Helford Gallery Products and Services. Customer hereby acknowledges that, if Corey Helford Gallery at any time or from time to time performs any customizations or modifications to Corey Helford Gallery Products and Services, all rights and interests to such customizations or modifications shall be the sole property of Corey Helford Gallery.
7. Exclusion of Warranties
COREY HELFORD GALLERY PROVIDES COREY HELFORD GALLERY PRODUCTS AND SERVICES ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose.
While Corey Helford Gallery makes reasonable efforts to maintain Corey Helford Gallery Products and Services, many factors are not within Corey Helford Gallery control. Therefore, Corey Helford Gallery does not warrant, and is not responsible for (even if caused by the negligence of Corey Helford Gallery) any loss of data, delays, non-delivery or misdelivery of information, lack of access, slows response time, or service interruptions or errors. Loss, delay or non-delivery of data can be due to but not limited to Corey Helford Gallery own negligence, viruses or other third parties. Customer's data is defined as any data held by Corey Helford Gallery and includes account information, web hosting data, email and domain name Products and Services. This disclaimer and waiver shall apply equally to any and all third party providers. Corey Helford Gallery provides no warranty to customer regarding the accuracy of usage statistics, which Corey Helford Gallery may provide in its discretion. Further, no advice or information given by a Corey Helford Gallery representative shall create a warranty or serve as an amendment to this agreement.
Corey Helford Gallery has the right to change prices, or add or delete product features of any existing product or service. The right to change products or Products and Services extends to any software supporting a product or service. Corey Helford Gallery reserves the right to change prices or material features at any time upon 30 days prior notice. Corey Helford Gallery reserves the right to institute new fees or new material features at any time upon 30 days prior notice. Corey Helford Gallery has the right to discontinue products or Products and Services and the right to remove or reassign IP addresses of a customer's web site. Corey Helford Gallery also has the right to deactivate a customer's service with a thirty (30) day notice. Except for certain products and Products and Services specifically identified as being offered by Corey Helford Gallery, Corey Helford Gallery does not control any materials, information, products, or Products and Services on the Internet. The Internet contains unedited materials, some of which are sexually explicit or may be offensive to you. Corey Helford Gallery has no control over and accepts no responsibility for such materials. You assume full responsibility and risk for use of the Products and Services and the Internet and are solely responsible for evaluating the accuracy, completeness, and usefulness of all Products and Services, products, and other information, and the quality and merchantability of all merchandise provided through the service or the Internet.
8. Limitation of Liability and Damages
THE TOTAL AGGREGATE LIABILITY OF COREY HELFORD GALLERY TO CUSTOMER SHALL BE LIMITED TO THE AMOUNT PAID TO COREY HELFORD GALLERY BY CUSTOMER HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH COREY HELFORD GALLERY IS LIABLE TO CUSTOMER. IN NO EVENT SHALL COREY HELFORD GALLERY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT COREY HELFORD GALLERY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer acknowledges that by reason of its relationship with Corey Helford Gallery, it may have access to certain information and materials relating to Corey Helford Gallery business, customers, software technology and marketing which Corey Helford Gallery treats as confidential (collectively "Confidential Information"). Customer shall: (i) hold in confidence, and not disclose or reveal to any person or entity, any Confidential Information without the clear and express prior written consent of a duly authorized representative of Vonderland; and (ii) not use or disclose any of the Confidential Information for any purpose at any time, other than for the limited purpose of performance under this Agreement. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for two (2) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.
Customer shall indemnify and hold Corey Helford Gallery harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney's fees and expenses that Company may sustain or incur by reason of any breach or alleged breach of any term or condition of this Agreement (including reasonable attorney's fees) and for any act or omission of Customer or its clients which are in any way related to Vonderland Service.
11. Export Control
Customer agrees not to export or re-export any portion of Corey Helford Gallery Service outside of the United States. Customer further agrees to comply with all United States and other applicable laws, rules and regulations relating to the export, re-export or transshipment of Vonderland Products and Services.
12. Force Majeure
Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
Customer may not assign its rights or delegate any of its duties under this Agreement without our prior written consent of Corey Helford Gallery, and any attempted assignment or delegation without such consent shall be void. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. Nothing in this Agreement or in the understanding of the parties construes upon the parties the status of partners or joint ventures. Vonderland may subcontract any work, obligations or other performance required of Vonderland under this Agreement without consent of Customer. Other than the termination of this agreement, all notices provided hereunder sent by email, mail or certified mail to Vonderland, will be effective upon transmission. Corey Helford Gallery has the right to amend the Agreement from time to time, and will do so by posting the new Agreement on the Corey Helford Gallery web site under the Terms and Conditions at the Policies and Agreements page. The Agreement shall be governed by the laws of California, without giving effect to applicable conflict of laws provisions. The federal and state courts located in Los Angeles, California alone have jurisdiction over all disputes arising out of or related to this Agreement and the Products and Services. You consent to the personal jurisdiction of such courts sitting in California with respect to such matters or otherwise between you and Vonderland, and waive your rights to removal or consent to removal. In the event any litigation or other proceeding is brought by either Party in connection with this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to recover from the other Party all costs, attorneys' fees and other expenses incurred by such prevailing Party in such litigation.
14. California Consumer Protection
Under California Civil Code Section 1789.3, California subscribers are entitled to the following specific consumer rights information: the complaint Assistance Unit of the Division of Consumer Products and Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814 or by telephone at 1-916-445-1254.