IMPORTANT NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY. This Terms of Service (“Agreement”) is a legal agreement between you (referred to herein as “you” or “your”) and Andrew Mellen, Inc, a New York-based S corporation (“we”, “our”, or “us”) for access to and use of our website available at https://www.andrewmellen.com (the “Website”) and the related software, feeds, and services, including, without limitation, conference call services, mobile and web services and applications owned, controlled or offered by us (referred to collectively as the “Service” and excluding any services provided to you by us under a separate written agreement).BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH CHANGES.
YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.
1. The Service; Purchases.
A. The Service will enable you to learn about Andrew Mellen and his ideas, submit your comments, purchase certain products (including digital downloads and access to online courses), and to sign up to receive additional information about Andrew Mellen and products and services that may be of interest to you.
B. All purchases of products and/or services via the Service are governed by the Terms and Conditions of Sale appearing after point 22 at the end of this page, which are hereby incorporated by reference into this Agreement.
1. To use certain features and functionalities of the Service, you must create an account with us, and provide certain personal information about yourself to us.
2. Use of the Service by You.
A. You agree that (i) you will use the Service solely for your own, non-commercial, personal use in accordance with this Agreement and in accordance with any specific rules or usage provisions specified by us on the Service, (ii) all information supplied by you to us will be true, accurate, current and complete, (iii) you may receive electronic communications (e.g., e-mail notices) from us from time to time, and (iv) you will review the latest version of this Agreement posted on the Service from time to time to check for amendments that may apply to you (as more fully described in Section 12 below). We retain the right at our sole discretion to deny or suspend access to the Service to anyone, at any time and for any reason, without liability.
B. You acknowledge and agree that your use of the Service, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Service, shall be at your sole risk and responsibility and we shall have no obligation to back-up such data, files, information and/or other materials. We expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Service for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of this Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation.
C. You are solely responsible for any breach of your obligations under this Agreement and for the consequences (including any loss or damage which we may suffer) of any such breach.
D. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.
3. Restrictions on Use of the Service. You represent, warrant, and agree that you will not:
(i) use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state and federal laws and regulations and international treaties;
(ii) use the Service for the distribution, housing, processing, propagation, storage, or otherwise handling in any way abusive, defamatory, harassing, libelous, lewd, libelous, obscene, pornographic, threatening, or tortuous material, or any false or misleading material, or any other material (including links to such material) that we deem, in our sole discretion, to be objectionable whether or not such material is unlawful;
(iii) permit or otherwise enable unauthorized users to access and/or use the Service;
(iv) use the Service to export software or data in violation of applicable U.S. laws or regulations;
(v) sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise permit any third party to use or have access to the Service for any purpose (except as expressly permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Service;
(vi) remove any copyright, trademark, patent or other proprietary notices from the Service;
(vii) distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under this Agreement;
(viii) frame or utilize framing techniques to enclose the Service, or any portion thereof;
(ix) exploit the Service or collect any data incorporated in the Service in any automated manner through the use of bots, metaspiders, crawlers or any other automated means;
(x) register as a user of the Service by providing false, inaccurate, or misleading information;
(xi) post hyperlinks to commercial services or websites;
(xii) impersonate any person or entity, including, but not limited to, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(xiii) collect personal data about other users of the Service for commercial or any other purposes;
(xiv) post irrelevant Content (as defined in Section 7 below), repeatedly post the same or similar Content or otherwise impose an
unreasonable or disproportionately large load on our infrastructure;
(xv) attempt to gain unauthorized access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service (or the servers and networks which are connected to the Service);
(xvi) make available Content (as defined in Section 7 below) that constitutes or contains “affiliate marketing,” “link referral code,” “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or unsolicited commercial advertisement, except to the extent such Content is provided to you by us or one of our affiliates for a purpose specifically authorized by us in writing; and
(xvii) create or attempt to create multiple user accounts.
4. Provision of the Service by Us.
We are constantly improving the Service in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which we provide may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that we may decline to provide you access to the Service or stop (permanently or temporarily) providing the Service (or any features or programs or Content within the Service) to you or to users generally at our sole discretion, without liability or prior notice to you except for any applicable refund policy for certain purchasable features of the Service, to the extent set forth in our Terms and Conditions of Sale or otherwise on the Website. You may stop using the Service at any time. You do not need to specifically inform us when you stop using the Service. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Service, your account details, or any files or other Content which is contained in your account. You acknowledge and agree that while we may not currently have set a fixed upper limit on the amount of storage space used for the provision of the Service, or the duration of time that we will store any information on your behalf, such fixed upper limits or temporal limits may be set by us at any time, in our sole discretion. Any new features that augment or enhance the current Service shall be subject to this Agreement.
5. Access to the Service; Reservation of Rights.
A. We hereby give you a personal, worldwide, non-assignable and non-exclusive right to access and use the Service in the manner and for the purposes expressly permitted by the Agreement. We also hereby grant you a limited, revocable, and non-exclusive right to create a hyperlink to the Website or subdomains thereof so long as the link does not portray us, our affiliates, or products or services provided by us or our affiliates in a false, misleading, derogatory, or otherwise offensive manner in our sole judgment. You may not assign (or grant a sub-license of) your rights to use the Service, grant a security interest in or over your rights to use the Service, or otherwise transfer any part of your rights to use the Service and any such attempt shall be null and void at the time of such attempt.
B. We reserve all right, title and interest in and to the Service not expressly granted to you under this Agreement. There are no implied licenses under this Agreement.
6. Your Password and Account Security.
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Service. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at firstname.lastname@example.org.
7. Content in the Service.
A. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Service are the sole responsibility of the person from which such content originated. All such information is referred to as “Content”.
B. You acknowledge that Content presented to you as part of the Service may be protected by intellectual property rights which are owned by the persons and/or entities that provide that Content to us (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that Content, in writing.
C. We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content.
D. You understand that by using the Service you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Service at your own risk.
E. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Service and for the consequences of your actions (including any loss or damage which we may suffer) by doing so.
8. Intellectual Property.
A. You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist) including, without limitation, all rights with respect to copyrights, patents, trademarks, service marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights including the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, all data, graphics, icons, images, logos, text, and the compilation of all content therein, and all service marks, trademarks, trade names, and trade dress depicted on the Service are owned by us (or our licensors).
B. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service.
C. You agree that in using the Service, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9. Rights you grant to us.
A. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Service.
B. By submitting, posting or displaying Content, you give us a worldwide, perpetual, fully-sublicensable, irrevocable, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute and otherwise exploit any Content which you submit or post on or through the Service in any manner or media whatsoever, now known or hereafter developed.
C. By participating in any public forums made available in connection with the Service (including, without limitation, e-courses and conference calls such as those offered in connection with Andrew Mellen, Inc. and Unstuff U (as described on the Website), you give us a right to: (i) record your voice by all means of recording technology (the results of which shall be deemed the “Recordings”); (ii) edit any such Recordings (in our sole discretion); and (iii) use such Recordings along with your name, photographs, and likenesses, in connection with the Service and our general business purposes, and all ancillary and subsidiary uses thereof, and all advertising and publicity therefor, and to exploit the Recordings and the public forum features and the Service in any and all manner and media now known or hereafter devised, throughout the world, in perpetuity.
D. You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully-paid up, royalty free license to use the feedback you provide to us in any way.
E. You agree that we are not responsible for protecting and enforcing any intellectual property rights granted by you to us in connection with this Agreement and that we have no obligation to do so on your behalf.
F. In connection with Content you submit, post or display via the Service, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use such Content in the manner contemplated by the Service and this Agreement. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant us all of the license rights granted herein.
G. You understand that we may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit us to take these actions.
H. You represent and warrant to us that you have all the rights, capacity, power and authority necessary to grant the above license.
10. Copyright Agent.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our copyright agent with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service; your address, telephone number, and e-mail address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. Any notification by a copyright owner or a person authorized to act on such copyright owner’s behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Our copyright agent for notice of claims of copyright infringement can be reached as follows:
Name:MAYA D. HAYNES
Address: 635 W. 42nd Street, New York, NY 10036
Email:maya d.haynes [at] andrewmellen [dot] com
We suggest that you consult your legal advisor before filing a notice with our copyright agent. You should note that there can be penalties for false claims under the DMCA.
12. Changes to Agreement.
We reserve the right to change, amend and/or modify this Agreement, in whole or in part, at any time with or without notice. You hereby acknowledge and agree that such changes, amendments and/or modifications will become effective when posted on the Service or as otherwise provided by us. From time to time, we may post on the Service or otherwise notify you of additional or different rules and policies relating to the Service. These rules and policies shall thereafter be part of this Agreement. If you use the Service after the posting or other notice of changes in this Agreement or changed rules or policies, you are agreeing to follow and be bound by them for such use.
13. NO WARRANTIES.
THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
14. DISCLAIMER OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OR ANY OF THEIR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICE PROVIDED HEREUNDER OR ANY OTHER INTERACTIONS WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE SERVICE PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED TO THE SERVICE. SUCH LIMITATION ON LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
15. Release and Indemnification.
You agree to release, indemnify and hold harmless us, our affiliates, directors, members, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including attorneys’ fees, with respect to (i) your use or misuse of, or reliance upon, the Service, (ii) your violation of this Agreement or rights of another, (iii) the Recordings, and/or (iv) any Content you make available through the Service. For the avoidance of doubt, this section shall survive the termination of this Agreement.
16. California Waiver.
If you are a California resident, you waive California Civil Code 1542, which says:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
17. Term and Termination.
This Agreement is effective until terminated by us or you. We shall have the right to terminate this Agreement including, without limitation, your right to access and use the Service, at any time in our sole discretion and without advance notice to you. The licenses granted herein by us shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. You may terminate this Agreement at any time by deleting your user account on the Service and discontinuing use of any and all parts of the Service. Upon termination of this Agreement for any reason, you shall immediately cease using the Service.
18. Governing Law and Venue for Disputes.
This Agreement, and your relationship with us under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. Any dispute with us, or our officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the federal or state courts located in New York County, New York (and courts with appellate jurisdiction therefrom), except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement.
You also acknowledge and understand that, with respect to any dispute with us, our officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:
* YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
* YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
20. No Assignment, Sublicense or Transfer.
You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement.
21. Communications by us.
You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on the Service, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.
22. Entire Agreement.
This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of this Agreement shall survive the expiration of this Agreement. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALES PERSON, OR OTHER PERSON IS AUTHORIZED BY US TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THIS AGREEMENT.
Terms and Conditions of Sale
Applies to all purchases from the AndrewMellen.com web store
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
These terms and conditions (“Purchase Terms & Conditions”) apply to your purchase of products and services, including without limitation merchandise, access to our Hosted Content (defined below), Digital Content (defined below), and other products and services (“Product”) sold by Andrew Mellen, Inc. (“AMI”, “we”, “our”, or “us”) from our online store with a homepage located at www.andrewmellen.com (the “Website”).
By placing your order for Product, you accept and are bound to these Purchase Terms & Conditions and any Product-specific rules or usage provisions specified on any Product detail page or in any link from a Product detail page (“Rules”). In addition, your use of the Website is subject to our Terms of Service (“Terms of Service”) outlined in the above 22 points. These Purchase Terms & Conditions shall apply only to your purchase through the Website. Any purchases you make of our products by any other means or method will be governed by a separate purchase agreement between you and AMI.
By placing an order, you represent and warrant that you have read these Purchase Terms & Conditions, are at least eighteen (18) years of age, and you agree to be bound by these Purchase Terms & Conditions. If you are not at least eighteen (18) years of age, or do not wish to be bound by these Purchase Terms & Conditions, you are not authorized to place an order.
2. Digital Content; Hosted Content.
1. The Website offers downloads of digitized versions of audio recordings, artwork, and information related to such recordings, and other content (individually and collectively, “Digital Content”). The Website also offers access to and use of certain online services via the Website, including without limitation, online courses and related course materials (“Hosted Content”).
2. Limited License to Digital Content. Effective after our acceptance of your order for Digital Content and your payment of all associated fees, AMI grants you a non-exclusive, non-transferable, non-assignable license to use the Digital Content you purchase solely for your personal, non-commercial use, subject to and in accordance with these Purchase Terms & Conditions, the Rules and the Terms of Service. You may copy, store, transfer and burn the Digital Content only for your personal, non-commercial use, subject to and in accordance with these Purchase Terms & Conditions, the Rules, and the Terms of Service.
3. Limited License to Use Hosted Content. Effective after our acceptance of your order for Hosted Content and your payment of all associated fees, AMI grants you a non-exclusive, non-transferable, non-assignable license to use the Hosted Content you purchase solely for your personal, non-commercial use during the period of time set forth in the Rules for such Hosted Content (or, if no such period is set forth, ninety (90) days from the date of your purchase), subject to and in accordance with these Purchase Terms & Conditions, the Rules and the Terms of Service.
4. Restrictions. You represent, warrant, and agree that you will use the Hosted Content and Digital Content only for your personal, non-commercial use and not for any redistribution of the Hosted Content or Digital Content or other use restricted in these Purchase Terms & Conditions, the Rules, or the Terms of Service. Except as set forth in Sections 2.2 and 2.3, you agree that you will not redistribute, transmit, assign, sell, broadcast, rent, share, lend modify, adapt, edit, or license or otherwise transfer or use the Digital Content or Hosted Content. You are not granted any synchronization, public performance, promotional use, commercial sale, resale, reproduction or distribution rights for the Digital Content or Hosted Content. You acknowledge that the Digital Content and Hosted Content each embodies the intellectual property of SSI and/or third parties and is protected by law. You agree not to infringe the rights of the Digital Content’s and Hosted Content’s owners and to comply with all applicable laws in your use of the Digital Content.
5. Unique Identifiers. Digital Content may include unique identifiers that are specific to you or your purchase (“Unique Identifiers”). You may not modify, reverse engineer, decompile or disassemble or otherwise tamper with the Unique Identifiers.
6. Reservation of Rights. Except for the rights explicitly granted to you in these Purchase Terms & Conditions, all right, title, and interest in the Digital Content and Hosted Content are reserved and retained by us, and our licensors. You do not acquire any ownership rights in the Digital Content as a result of downloading Digital Content, and you do not acquire any ownership rights in the Hosted Content as a result of accessing and using the Hosted Content.
1. Purchases. In the event you wish to purchase Product, you will be asked by us, or an authorized third party on our behalf, to supply certain information such as your full name, address and credit card and/or other billing information. You agree to provide us or such third party with accurate, complete and current information, and to comply with these Purchase Terms & Conditions. You shall be responsible for all charges made in your Product order as well any applicable taxes. We reserve the right to refuse or cancel any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per company, per address or per order. These restrictions may include orders placed by the same customer, the same credit card, and/or orders that use the same billing and/or shipping address. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
2. Payment. Terms of payment are within AMI’s sole discretion, and unless otherwise agreed by AMI, payment must be received by AMI prior to AMI’s acceptance of an order. Your right to any available Product (including Hosted Content) is conditional on our receipt of the appropriate payment for such Product in advance. If such payment cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, you agree that we reserve the right to cancel your order. For physical Product, we do not charge your credit card until after your order has entered the shipping process.
3. Product Descriptions; Pricing. We attempt to be as accurate as possible in describing Product (including pricing) offered for purchase; however, we do not represent or warrant that all such descriptions are complete, current or error-free. From time to time there may be information on the Website that contains typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after orders are submitted). If physical Product offered on the Website is not as described, your sole remedy is to return it in unused condition. Despite our best efforts, a small number of the items on the Website may be mispriced. If an item’s correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.
4. Shipping. Please allow up to ten (10) business days for delivery, depending on shipping method, to locations inside the United States of America (50 States and the District of Columbia), and up to fourteen (14) days for delivery to locations outside the United States.
5. Access to Purchased Hosted Content and Digital Content. Please allow up to 24 hours for us to transmit an e-mail to you with necessary login credentials to access Hosted Content. Digital Content will be available promptly after purchase under the “my accounts” section of the Website.
6. Return and Cancellation Policy. All sales of Digital Content are final. We do not accept returns of Digital Content. Once you have purchased Digital Content, we encourage you to download it promptly and to make back-up copies of it. If you are unable to complete a download, please contact AMI’s customer service group at the address specified below. You bear all risk of loss after purchase and for any loss of Digital Content you have downloaded, including any loss due to a computer or hard drive crash. We may, from time to time, remove Digital Content and certain Hosted Content from the Service without notice. If within 72 hours of our acceptance of your order for Hosted Content, you send written notice to us at orders [at] andrewmellen [dot] com that the Hosted Content did not meet your expectations and request a refund, your right to access and use the Hosted Content will terminate and you will be eligible to receive a refund of the purchase price for such Hosted Content. After the expiration of the 72 hour period, purchased Hosted Content that is payable in monthly installments may be cancelled by sending notice of your cancellation to orders [at] andrewmellen [dot] com. If you cancel your subscription to Hosted Content as set forth in the previous sentence, your right to access and use the Hosted Content will terminate and you will receive no refund; however, your obligation to pre-pay for future months of your subscription to Hosted Content will terminate. To be eligible for a refund in connection with any other Product (e.g., physical merchandise) purchased via the Website, the applicable Product must be returned to us in its original packaging, in unused condition, and accompanied by the relevant packing slip or receipt within fourteen (14) days from the date of purchase.
7. Discontinuation of Hosted Content. We reserve the right to discontinue providing Hosted Content at any time. In the unlikely event that we discontinue providing Hosted Content that you have purchased from us prior to the expiration of the applicable Hosted Content access period described in Section 2.3 above, you may be eligible for a refund as follows. If you purchased Hosted Content from us less than 72 hours prior to the discontinuation, you shall be eligible for a refund of the full purchase price received by us from you for that Hosted Content. If you purchased Hosted Content from us 72 hours or more prior to the discontinuation, your obligation to pre-pay for future months of your subscription to Hosted Content will terminate. Refunds will be credited back to the original credit card used for payment or, in the discretion of AMI, sent to you via check. All refund requests must include your full name and be made by you or the holder of the credit card used by you. Notwithstanding the foregoing, AMI reserves the right to cancel your access to Hosted Content or any other part of the Website in the event you breach any term or condition identified in (i) the Terms of Service, (ii) these Purchase Terms and Conditions or (iii) any Rule on the Website. In such event, you will not be entitled to any refund.
8. Product Availability. All Product orders are subject to availability.
9. Order Questions. For any inquiries regarding Product orders, please contact us via e-mail at orders [at] andrewmellen [dot] com. If we have any questions about your order, you agree that we may contact you by phone, mail or email.
10. Colors. We have made every effort to display as accurately as possible the colors of Product that appear on the Website. Actual colors displayed depend on the monitor used. We cannot guarantee a monitor’s display of any color will be accurate.
11. Trademarks. You recognize that there is great value to AMI in the Product and all names, graphics, designs, logos, commercial markings, trade dress, and service names included in the Product, and that they are trademarks of AMI or its licensors or suppliers (collectively, the “Trademarks”) and are protected by the trademark laws of the United States and other jurisdictions. You may not copy, reproduce, or modify any Product or Trademarks in any way, without our prior written consent. You shall not, directly or indirectly, assert any interest or property rights in any Trademarks or any marks substantially similar thereto or contest the validity of any of the Trademarks or AMI’s ownership of them. You will not use the Trademarks or the Products in a manner that disparages or discredits Andrew Mellen, AMI or any of their products or services, or portrays Andrew Mellen or AMI or any of their products or services in a false, competitively adverse or poor light or in a manner that is likely to cause confusion. You will comply with AMI’s requests as to the use of the Trademarks and the Products and will avoid taking any action that diminishes the value of any of the Trademarks.
12. No Resale. You acknowledge and agree that no Product may be directly or indirectly repackaged or resold or sublicensed or rented by you, unless specifically agreed otherwise by us in writing.
13. Risk of Loss. Risk of loss and title for the physical Product purchased from the Website pass to you upon our delivery to the carrier. For purposes of clarity, ownership of the intellectual property in the Product remains at all times with AMI, subject to the limited licenses granted to you herein.
4. Restrictions on Use of Product.
You acknowledge and agree that you will: (a) use Product only in a lawful manner and only in accordance with these Purchase Terms & Conditions, the Rules, and the Terms of Service; (b) not modify, edit or alter any Product in any manner without our prior written permission; and (c) not use any Product in a manner that may cause any consumer confusion as to our relationship with you or any third party or that may imply that Andrew Mellen or AMI endorses you or your products or services.
5. Disclaimer of Warranties.
Without limiting the Disclaimer of Warranties in our Terms of Service, Product is provided “as is” and without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, AMI disclaims all warranties, express or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title, availability, quality and non-infringement. AMI does not warrant or make any representations regarding the use or the results of the use of Product in terms of its correctness, accuracy, reliability, quality, or otherwise. Product could include technical inaccuracies or typographical errors. Product could be inaccurate or become inaccurate as a result of future developments. AMI undertakes no obligation to verify or maintain the currency of such information. AMI makes no representation or warranty that Product will be error free or that all errors will be corrected.
6. Limitation of Liability.
Without limiting the Limitation of Liability in our Terms of Service, under no circumstances shall AMI or its affiliates or any of their officers, directors, employees, licensors and/or agents (“AMI Parties”) be liable to anyone for any indirect, special, incidental, consequential, punitive or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage), arising out of or in any way connected to these Purchase Terms & Conditions and/or the Rules and/or the Terms of Service and/or the use of, or the inability to use, Product. AMI shall not be liable even if AMI or a AMI authorized representative has been advised of the possibility of such damages. These include but are not limited to damages or injury caused by error, omission, interruption, defect, failure of performance, or delay. Applicable law may 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 or exclusions may not apply to you. However, in no event shall the AMI Parties’ total liability to you for damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence or otherwise) exceed the amount paid by you, if any, for Product related to the claim for damages.
You hereby agree to defend, indemnify and hold AMI, its parents, subsidiaries and affiliated companies and each of their respective officers, employees, directors, members, managers, agents, licensors, licensees, successors and assigns, harmless from and against any and all claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses, including reasonable attorney’s fees, relating to or arising out of your failure to comply with these Purchase Terms & Conditions, and your violation of any applicable laws or rights of any third party.
8. Termination; Amendments.
Your rights under these Purchase Terms & Conditions will automatically terminate without notice form us if you fail to comply with any of their terms, or any terms of the Rules or the Terms of Service. In case of such termination, you must cease all use of the Digital Content and Hosted Content, and we may immediately revoke your access to the Website without notice to you and without refund of any fees. Our failure to insist upon or enforce your strict compliance with these Purchase Terms & Conditions or the Rules or the Terms of Service will not constitute a waiver of any of our rights. We may amend any of the terms of such agreements at our sole discretion via posting of the revised terms on the Website. Your continued use of the Digital Content and/or Hosted Content after any such amendment’s effective date evidence your agreement to be bound by it.
9. Governing Law.
These Purchase Terms & Conditions and any disputes arising under or related to these Purchase Terms & Conditions or any Product will be governed by the laws of the State of New York, without reference to its conflicts of law principles. Any legal actions, suits or proceedings arising out of these Purchase Terms & Conditions (whether for breach of contract, tortious conduct or otherwise) or with respect to any Product will be brought exclusively in the state courts of New York located in New York, NY or the United States District Court for the Southern District of New York, and you hereby accept and submit to the personal jurisdiction of these New York courts with respect thereto. You also waive to the fullest extent permitted by law any right to a trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any right or remedies under, or arising in connection with or relating to, these Purchase Terms & Conditions or Product.
If any provision of these Purchase Terms & Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Purchase Terms & Conditions may be assigned by AMI, in its sole discretion, to a third party. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Purchase Terms & Conditions, along with the Terms of Service and any other written terms and conditions regulating use of the Website and Product, sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
11. Third Party Beneficiary.
Third party Digital Content and Hosted Content copyright owners, if any, are intended third-party beneficiaries under these Purchase Terms & Conditions and may enforce these Purchase Terms & Conditions against you and invoke all rights hereunder including limitations of liability.
12. Contact Us.
If you have any questions or concerns regarding your order or Product, please contact us by e-mail at orders [at] andrewmellen [dot] com or write to us at Andrew Mellen, Inc., 200 East 27th Street, New York, NY 10075.
Last Modified: July 7, 2015