TERMS & CONDITIONS
The www.memorelle.com website, including any authorized social media channels and private customer forum areas (collectively, the “Website”) includes Lightroom Presets, Photoshop Actions, Photography Guides, Educational Downloads and other items (collectively, “Products”) created by or licensed to Mémorelle that are available for purchase, subject to the payment of fees to Mémorelle.
The following terms and conditions (referred to as the “Terms & Conditions” or the “Agreement”) govern your use of the Website and any Products and form a binding agreement between Mémorelle and you, your company, your employer or any other person or entity you are entering into this Agreement on behalf of (collectively referred to as “you”). By using the Website or purchasing Products, you acknowledge that you have read these Terms & Conditions and agree to be bound by them. If you purchase a Product, you will also be asked to accept Terms of Service that appear during the checkout process. In the event of any inconsistency between this Agreement and the terms governing the use and purchase of products acquired from Mémorelle (“Product Terms”), the terms of the Product Terms shall control. In the event of any other inconsistency between this Agreement and the Product Terms, the terms of this Agreement shall control.
Mémorelle reserves the right to change these Terms & Conditions at any time without notice to you. You are responsible for reviewing the Terms & Conditions each time you visit the Website or purchase a Product. If you do not wish to be bound by this Agreement, please do not use the Website or purchase Products from Mémorelle.
1. USE OF WEBSITE
The Website is owned and operated by Mémorelle. The material used and displayed on the Website is the property of Mémorelle, and it is protected by copyright, trademark and other laws. The Website and its contents, including Products and any images used on the Website (“Images”), may not be copied or reproduced without the prior written consent of Mémorelle
Using the Website, Products or Images other than for a permitted purpose is prohibited. For example, you are not allowed to use the Website or its content, including without limitation, the Products: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website, Products, or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website or Products, or any related website, other websites, or the Internet. Mémorelle reserves the right to terminate your use of the Website, the Products or any related website for violating any of the prohibited uses.
These Terms apply equally to the private forum area that customers can access through the Website (including any social media channels), which includes forums for discussing photography-related subjects and the ability to access and download educational Products. When using the private forum area, please communicate with other users in a polite and positive manner. Any violation of the spirit or letter of these Terms through your conduct in the private forum area, may result in you losing the ability to access the private forum area temporarily or permanently at Mémorelle’s sole discretion.
You are not allowed to share, distribute, copy, transfer, sell or re-license any of our Products or Services or solicit any other party except for Mémorelle to do so. You are also not allowed to modify or alter any Product or Service that you license and then resell it as your own product or service. Mémorelle will consider such conduct to not only violate these Terms & Conditions, but also as an infringement of Mémorelle's intellectual property and proprietary rights and Mémorelle reserves our rights to take any necessary steps, including terminating or suspending your membership or ability to access private forums and/or asserting a legal action against you, in order to protect our rights. If you purchase a license to use any Product or Service, you are acquiring a five (5) seat license authorizing a maximum of five (5) natural persons and/or computers within your organization to use that Product or Service. If you require additional seats, please contact us at firstname.lastname@example.org
2. COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
Unless otherwise noted, the Website, Products and Images are the exclusive property and copyright of Mémorelle and are protected by national copyright laws, international treaty provisions and other applicable laws.
Other than as expressly permitted by Mémorelle, Products may not be reproduced, modified, altered, distributed, sold, shared, sublicensed or transferred. You cannot use a Product for any purpose unless you purchase it.
Any unauthorized use of the Website, Products or Images is an infringement of copyright and/or Mémorelle’s intellectual property and proprietary rights and you are responsible for any fees, damages or compensation arising from any unauthorized use.
Mémorelle makes no representations or warranties with respect to the content of any user postings in any private forum area on the Website.
All Sales are final, there are no refunds, exchanges or returns under any circumstances. Refunds will only be granted in the limited circumstance where you have accidentally made multiple purchases of the same Product and any such refund will be subject to transaction fees. Please be sure that any Product you are purchasing is compatible with your software or camera files (requirements are listed on the Product page), there are no refunds, exchanges or returns for incompatibility or not being satisfied with the performance of any Product. If you attempt to obtain a refund through PayPal or any other third-party payment service, Mémorelle will rely on these terms to prevent any refund from being granted. After purchase, Products are delivered as a digital download. Mémorelle encourages you to make a backup copy of your downloaded Products, but no other copying or reproducing of Products is permitted.
All published prices and sales are in U.S. Currency. If you are purchasing from outside of Canada, Mémorelle cannot be held responsible for any international or foreign transaction fees that are passed on by your credit card issuer. PLEASE NOTE: Mémorelle does not accept PayPal E-Check payments.
Product Support. You can contact us at email@example.com to obtain free assistance with installing and using our Products, including providing you with written and video instructions, but we cannot guarantee that our Products will be compatible with the computer, device or other software that you are using. In addition, many of our Products incorporate third-party software and if we are unable to resolve the problems that you are having, we may recommend that you contact the software provider directly as Mémorelle has no control over such third-party software. No representations or warranties are made with respect to any third-party software or the compatibility of our Products with any third-party software or your computer or device. We are not responsible for any damage, harm or problems that our Products (or the third-party software incorporated therein) may cause to your computer, device or software. The limitation of liability provision in this Agreement applies to any Product support that we may provide and any damage, harm or problems that may occur to your computer, device or software through using our Products.
5. DISCLAIMERS AND LIMITATION OF LIABILITY
Use of the Website and Products is at your sole risk. Except as otherwise stated in these Terms & Conditions, the Website and Products are provided on an “as is”, “as available” basis without representations, warranties or conditions of any kind, either express or implied, including without limitation, representations, warranties or conditions of title or implied warranties or conditions of merchantability or fitness for a particular purpose or compatibility with any computer hardware or other equipment, operating system or software program. The use of the Website may not be uninterrupted or error-free. Mémorelle is not responsible for any communications or content made available by users in any private forum area on the Website.
Links to other websites are provided for your convenience only and do not constitute an endorsement. No representations or warranties are made with respect to any linked website.
Limitation of Liability.
Except for the indemnification to you set forth below, to the maximum extent permitted by law, Mémorelle will not be liable for any indirect, punitive, exemplary, statutory, incidental, special or consequential damages, whether foreseeable or unforeseeable, based on claims, including without limitation, claims for damages for loss of profits or loss of business opportunities, delay or inability to use the Website or any Product, mistakes, omissions, interruptions, deletion or corruption of files, errors, defects, delays in preparations or transmissions arising out of or in any way connected with the use of the Website or any Product whether based on contract, tort, strict liability or otherwise. Mémorelle’s liability to you in any circumstances will be limited to the amount you paid for the relevant Product.
6. WARRANTIES AND INDEMNIFICATION
Warranties to You.
Mémorelle has the authority and possesses all of the necessary rights to enter into this Agreement and your use of any Product in accordance with this Agreement will not infringe on any copyright of any third party.
Your Warranties to Mémorelle. You represent and warrant that you have attained the age of majority in your jurisdiction and have the full right and authority to enter into this Agreement. If you are entering into this Agreement on behalf of your company, employer, or any other person or entity, you warrant and represent that you have the authority to do so. If you do not have such authority, you will be personally liable for any breach of this Agreement.
Indemnification by Mémorelle.
Subject to any disclaimers set forth above, provided that a Product is used in accordance with these Terms & Conditions and you are not in breach of this Agreement, Mémorelle will defend and indemnify you from any damages, liabilities and expenses (including reasonable outside legal fees) incurred by you in connection with any actual lawsuit or legal proceeding alleging that Mémorelle is in breach of any of the warranties provided in this Agreement.
Indemnification by You.
You will indemnify and hold harmless Mémorelle from any and all claims, liabilities, damages, demands, losses or expenses arising out of or in connection with: your use of the Website or any Product in violation of this Agreement; your breach of this Agreement; your infringement of any third party intellectual property rights; or any act or omission by you which results in: (a) loss, damage, interference with or disruption to the Website or any Product; (b) use of the Website or any Product for any illegal purpose; or (c) use of the Website or any Product to achieve any unauthorized or prohibited access to computer systems or data.
The party seeking indemnification (the “Indemnitee”) will promptly notify the other party (the “Indemnitor”) in writing of any claim that is eligible for indemnification. The Indemnitee, at its sole option, may assume the handling, settlement or defense of any claim, and the Indemnitor will cooperate in the defense of any such claim if requested by the Indemnitee. The Indemnitee will have the right to participate in such claim, at its expense, using the counsel of its choice. The Indemnitor will not be liable for legal fees and other costs incurred prior to the Indemnitee giving notice of the respective claim. Mémorelle will not be liable for any losses arising from your failure to stop using any Product if so required in order to mitigate any potential damages.
This Agreement and any dispute arising from or in relation to this Agreement will be governed by, construed, interpreted and enforced in accordance with the laws of the Province of British Columbia and the applicable laws of Canada (excluding the application of its conflicts of law rules), and the parties submit to the exclusive jurisdiction of the Superior Court of Justice in the Province of British Columbia or the Federal Court of Canada, both located in Vancouver, British Columbia, Canada, for the purpose of all legal actions arising out of or relating to this Agreement.
If any provision of this Agreement violates the law of the applicable jurisdiction and is unenforceable, that provision will be severed and the balance of this Agreement will remain in force.
This Agreement (including the applicable terms of any license which are incorporated into this Agreement) constitutes the entire agreement between you and Mémorelle pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous communications, written or oral. There are no warranties, conditions or representations and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement. Any terms, conditions, representations or warranties included in any correspondence, communication, requisition or purchase order from you or any other party that conflict with this Agreement are not applicable to the subject matter of this Agreement.
This Agreement may not be assigned or transferred in whole or in part by you without the prior written consent of Mémorelle.
Trademarks. All third party trademarks (including logos and icons) referenced on our website remain the property of their respective owners. Unless specifically identified as such, our use of third party trademarks does not indicate any relationship, sponsorship, or endorsement between us and the owners of these trademarks. Any references to third party trademarks are solely to identify the corresponding third party goods and/or services unless otherwise indicated.
Contact Information. Please direct any questions about this Agreement, Mémorelle, the Website or Products to firstname.lastname@example.org