Terms & Conditions
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (referenced herein with “you” or with “your”) AND STUDIOWORX CONTEMPORARY ART LTD (referenced herein as “Studioworx”). YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS OF USE (referenced herein as the “Agreement”) BECAUSE THEY GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE(S) OR MOBILE APPLICATION” (referenced collectively herein and for purposes of this Agreement as the “Studioworx Platform”). STUDIOWORX IS WILLING TO LICENSE TO YOU THE RIGHT TO USE THE STUDIOWORX PLATFORMS ONLY ON THE CONDITION THAT YOU AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO USE THE STUDIOWORX PLATFORMS AND YOU ARE INSTRUCTED TO STOP USE OF THE STUDIOWORX PLATFORMS.
BY CLICKING "I ACCEPT" AT THE END OF THIS AGREEMENT OR BY INSTALLING, ACCESSING, OR USING THE STUDIOWORX PLATFORMS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ITS TERMS AND CONDITIONS, AND THAT YOU AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS.
1. LICENSE GRANT. Subject to your continued compliance with this Agreement, Studioworx provides to you a single, revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Studioworx Platforms during the term of this Agreement on your personal computer, laptop, mobile phone, or other mobile computing device only for personal or internal business purposes.
In connection with the foregoing license and as the only right to sublicense, you may also enable an individual employee(s) of yours (each, an “Authorised User(s)”) to access and use the Studioworx Platforms so long as all such use remains in compliance with this Agreement. Moreover, you acknowledge and agree that you shall be responsible for monitoring you and your Authorised User(s)'s use of the Studioworx Platforms and for maintaining compliance with the terms and conditions of this Agreement. Accordingly, any breach of this Agreement by an Authorised User(s) shall constitute a breach by you. In connection with this license, references to "you" or "user" throughout this Agreement mean you, any Authorised User(s), and the corporate or entity-level client of Studioworx that accesses the Studioworx Platforms per any other agreement with Studioworx.
The content layout, formatting, and features of and online or remote access processes for the Studioworx Platforms shall be as specified by Studioworx in its sole discretion. You also acknowledge and agree to the following: (i) Studioworx has the right to control and direct the means, manner, and method by which the Studioworx Platforms is provided; (ii) Studioworx may, from time to time engage independent contractors, consultants, or subcontractors to aid Studioworx in providing the Studioworx Platforms or use thereof; and (iii) Studioworx has the right to provide the Studioworx Platforms to others.
2. RESTRICTIONS ON USE. All rights not expressly granted under this Agreement are hereby reserved to Studioworx. Accordingly, you are hereby prohibited from using the Studioworx Platforms in any manner that is not expressly and unambiguously authorised by this Agreement. You therefore may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Studioworx Platforms, or any portion of the Studioworx Platforms without Studioworx’s prior written consent except as expressly and unambiguously authorised herein. Moreover, you may not (a) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Studioworx Platforms or in any way reproduce or circumvent the navigational structure or presentation of the Studioworx Platforms to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Studioworx Platforms, (b) attempt to gain unauthorised access to any portion or feature of the Studioworx Platforms or any other systems or networks connected to the Studioworx Platforms or to any Studioworx server or to any of the services offered on or through the Studioworx Platforms, by hacking, password "mining," or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the Studioworx Platforms or any network connected to the Studioworx Platforms, nor breach the security or authentication measures on the Studioworx Platforms or any network connected to the Studioworx Platforms, (d) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Studioworx Platforms, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Studioworx Platforms or Studioworx’s systems or networks or any systems or networks connected to the Studioworx Platforms, (f) use any device, software, or routine to interfere with the proper working of the Studioworx Platforms or any transaction conducted on the Studioworx Platforms, or with any other person's use of the Studioworx Platforms, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Studioworx on or through the Studioworx Platforms, or (h) use the Studioworx Platforms in an unlawful manner.
3. ATTRIBUTION. In order to reflect Studioworx’s ownership of the Studioworx Platforms and to protect Studioworx’s interests therein, you shall ensure that proper attribution and notice appears with any use of the Studioworx Platforms. You shall also undertake to include in connection with any printout or subsequent use of any content from the Studioworx Platforms a notice including the following information, “Copyright © Studioworx (or its licensors)” and such other information as designated by Studioworx. In accordance with the foregoing, during the Term of this Agreement, Studioworx hereby grants to you a limited, non-exclusive, non-transferable right and license to use the full trade name of “Studioworx” solely in connection with your attribution of the applicable content. In connection with this trademark license grant, you agree to comply with any guidelines for use as provided by Studioworx from time to time.
4. USER OBLIGATIONS. By downloading, accessing, or using the Studioworx Platforms, you represent and warrant that you will abide by all applicable local, state, national laws and regulations with respect to your use of the Studioworx Platforms, and that you are at least the legal age of majority. In addition, you agree to assume all responsibility concerning your use of the Studioworx Platforms, including being held responsible for any and all activity occurring through your username and password (and the related account access). You further represent and warrant that (i) you will at all times provide true, accurate, current, and complete information (and updates thereto) when submitting information to Studioworx through the Studioworx Platforms; and (ii) you will at all times comply with the terms and conditions of this Agreement. Moreover, by installing, accessing, or using the Studioworx Platforms, you agree to allow Studioworx to collect certain information regarding your use of the Studioworx Platforms (including, without limitation, certain data regarding feature utilisation, navigation, and personal information (e.g., name, email, etc.), and further agree to provide Studioworx reasonable cooperation in connection with operation of or support for the Studioworx Platforms. You also agree to receive electronic communications from Studioworx. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or relating to the Studioworx Platforms or Studioworx’s services. These electronic communications are part of your relationship with Studioworx, and you receive them as part of your use of the Studioworx Platforms. You therefore hereby agree that any such notices, agreements, disclosures, or other communications that Studioworx sends you electronically will satisfy any legal communication requirements.
6. FEEDBACK. Studioworx welcomes your feedback and suggestions about Studioworx’s products or services or with respect to how to improve the Studioworx Platforms. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Studioworx, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Studioworx and enable Studioworx to use such Feedback. In addition, any Feedback received by Studioworx will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license from you for Studioworx to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist therein, and you hereby waive any claim to the contrary.
7. LINKS TO OTHER SITES. The Studioworx Platforms may connect to certain third-party websites or online networks (collectively, “Third Party Sites”). These Third-Party sites have not necessarily been reviewed by Studioworx and are owned, controlled and/or maintained solely by third parties over whom Studioworx exercises no control. Your correspondence or any other dealings with third parties found through any Third-Party site on the Studioworx Platforms is solely between you and such third party. Accordingly, Studioworx hereby expressly disclaims and shall not have any liability or responsibility for any Third-Party sites.
8. MOBILE SERVICES. The Studioworx Platforms offers various tools or display functionality that are available to you via your mobile phone or other mobile computing device (collectively, “Mobile Services”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices or in all locations. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices; what restrictions, if any, may be applicable to your use of the Mobile Services; and how much such use will cost you. Nevertheless, all use of the Studioworx Platform shall be strictly in accordance with this Agreement.
9. PROPRIETARY RIGHTS. This Agreement provides only a limited license to access and use the Studioworx Platforms in accordance with the terms of this Agreement. Accordingly, you hereby agree that Studioworx transfers no ownership or intellectual property interest or title in and to the Studioworx Platforms or any other Studioworx intellectual property to you or anyone else in connection with your use of the Studioworx Platform. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Studioworx Platforms are exclusively owned, controlled, and/or licensed by Studioworx or its licensor(s). STUDIOWORX, and all other marks identifying the products or services of Studioworx are proprietary trademarks of Studioworx, and any use of such marks, including, without limitation, as domain names, account identifiers, or in connection with any search engine optimisation practice(s), without the prior express written permission of Studioworx is hereby strictly prohibited.
10. PRIVACY POLICY. Please see Studioworx’s Privacy Policy for more details on Studioworx’s collection and use of such location-based information or personally identifiable information. Your use of the Studioworx Platforms and the collection of personally identifiable information by and through the Studioworx Platforms is governed by the Studioworx Privacy Policy.
11. DISCLAIMER. THE STUDIOWORX PLATFORMS IS PROVIDED ON AN “AS-IS” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. STUDIOWORX HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. STUDIOWORX ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE STUDIOWORX PLATFORMS WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR PARTICULAR REQUIREMENTS AND/OR NEEDS. THEREFORE, YOU ASSUME THE ENTIRE RISK REGARDING THE QUALITY AND/OR PERFORMANCE OF THE STUDIOWORX PLATFORMS.
12. LIMITATION OF LIABILITY. YOU ALSO EXPRESSLY ABSOLVE AND RELEASE STUDIOWORX FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND STUDIOWORX’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES, OR NATURAL DISASTERS, STRIKES, OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STUDIOWORX BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DEALINGS OR AGREEMENTS BETWEEN YOU AND A THIRD PARTY, THE USE OF THE STUDIOWORX PLATFORMS, WITH THE DELAY OR INABILITY TO USE THE STUDIOWORX PLATFORMS, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THE STUDIOWORX PLATFORMS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF STUDIOWORX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF STUDIOWORX FOR ANY REASON WHATSOEVER RELATED TO USE OF THE STUDIOWORX PLATFORMS SHALL NOT EXCEED two hundred pounds (£200) (GBP) OR THE AMOUNT PAID BY YOU TO STUDIOWORX DURING THE TWELVE (12) MONTHS PRECEDING ANY CLAIM, WHICHEVER IS GREATER.
13. INJUNCTIVE RELIEF. You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, violations or infringement of Studioworx’s intellectual property or proprietary rights, may cause irreparable injury to Studioworx, whereby such injury would not be quantifiable in monetary damages, and Studioworx would not have an adequate remedy at law. In the event of such injury or potential for such injury you therefore hereby agree that Studioworx shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.
14. SECURITY & ENFORCEMENT. Any actual or attempted use of the Studioworx Platforms by you in violation of this Agreement may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Misuse Act (UK) and the Computer Fraud and Abuse Act of 1986 (USA). Studioworx reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Studioworx Platforms (“User Information”) without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Studioworx Platforms. Studioworx may share any User Information Studioworx obtains from you with any law enforcement organization in connection with any investigation or prosecution of possible criminal or unlawful activity. Studioworx will also disclose User Information as required by any court order and/or subpoena. In addition, Studioworx hereby reserves the right in its sole direction to at any time and without notice modify, suspend, terminate, and/or interrupt operation of or access to the Studioworx Platforms, or any portion thereof, in order to protect the Studioworx Platforms, Studioworx intellectual property, Studioworx, or the business interests of Studioworx and/or its members and affiliates.
15. GOVERNING LAW. This Agreement has been made in and will be construed and enforced in accordance with the laws of the United Kingdom. You agree to the personal jurisdiction by and venue in any court in England and waiver any objection to such jurisdiction or venue and further to a jury trial in any action. Any claim that you might have against Studioworx must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In any legal proceeding brought by Studioworx, Studioworx shall have the right to seek and be awarded all reasonable legal fees and costs in addition to any other relief, at law or in equity, to which Studioworx may be entitled. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form. Please print a copy of this Agreement or contact Studioworx if you wish to receive a printed copy of this Agreement.
16. TERM AND TERMINATION. This Agreement will take (re-take) effect at the time you click “I ACCEPT”, download the Studioworx Platforms or begin using the Studioworx Platforms, whichever is earliest. This Agreement will terminate automatically if (i) you fail to comply with any of its terms and conditions; or (ii) cease all use of the Studioworx Platforms. Termination will be effective without notice. In addition, Studioworx may in its sole discretion terminate this Agreement upon notice to you for any or no reason. Upon termination of this Agreement, any and all right(s) to use the Studioworx Platforms shall immediately cease and you must promptly delete or destroy all copies of the Studioworx Platforms in your possession or control. Sections 2, 6, 9 and 11-19 will survive the termination of this Agreement.
17. WAIVER & SEVERABILITY. Studioworx’s failure to insist upon strict performance of any of the terms and conditions of this Agreement by you will not operate as a waiver of any subsequent or other default or failure of performance. If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable pursuant to applicable law or court order including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision(s) that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
18. OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to the access or use of Studioworx’s other products and services. If there is a conflict between this Agreement and any other notices, terms, or conditions, Studioworx shall resolve any conflict in good faith in its sole discretion, but this Agreement shall generally control with respect to accessing and using the Studioworx Platforms.
19. MISCELLANEOUS. You hereby agree that (a) this Agreement operates in addition to any terms of use imposed or required by Apple Inc., Google, Inc., Microsoft, Inc. or any other digital download platform from which you download the Studioworx Platforms (“App Provider Terms”); and (b) the terms of this Agreement supplement and do not alter or amend any such App Provider Terms. No joint venture, partnership, employment, or agency relationship exists between you and Studioworx as a result of this Agreement or your utilisation of the Studioworx Platforms. Headings are for convenience only. This Agreement and Studioworx’s Privacy Policy represent the entire agreement between you and Studioworx with respect to use of the Studioworx Platforms, and hereby supersede all prior and/or contemporaneous communications and proposals, whether electronic, oral, or written between you and Studioworx. You may not assign, delegate, or transfer any rights under this Agreement without the prior express written consent of Studioworx, which may be withheld in Studioworx’s sole discretion. Studioworx may update these terms and conditions at any time by posting or sending you a revised version of the Agreement and may do so without advance notice to you. Accordingly, please review the terms and conditions found at this location on a periodic basis. Each time you access the Studioworx Platforms, you agree to be bound by the Agreement in effect at the time you access the Studioworx Platforms. If you do not agree to the revised terms, do not use the Studioworx Platforms.
