Please read the following Terms & Conditions. Your acceptance of these terms is an absolute condition of your use of the AgStockPhotostm (hereafter ASP) website and constitutes a legal agreement between you and ASP. By accessing any service or part of this website, you agree to be bound by these terms and conditions. ASP reserves the right to change these terms at any time without notice of any kind, and you agree to abide by such changes.
- Ownership. This Site is owned and operated by Theresa Sheridan and Theresa Sheridan Designs and is the authorized distributor of the content in the jurisdiction of the United States Of America. All images on this web site are owned by ASP or its contributors and are protected by International copyright laws and international treaty provisions. ASP retains all rights not expressly granted by this agreement. The license contained in this agreement will terminate automatically without notice from ASP, if you fail to comply with any provision of this agreement. Upon termination, you must delete and destroy all materials obtained from this site, copies, and related documentation thereof. In addition, ASP reserves the right to terminate this site without notice.
- Authorized use. Any Content downloaded by you from this Site, including, without limitation, any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Content”) is licensed to you by ASP. Your use of the Content, or any intellectual property rights therein, is dependent upon your acceptance of the ASP End User License Agreement (EULA) and any relevant Licensing Agreements.
- Links to third party sites. ASP provides links to third-party sites as a convenience to you. ASP does not control these third party sites. Links to third-party sites are not an endorsement by ASP of such sites and ASP is not responsible for the content of any linked sites.
- Limited Warranty. ASP represents that it has the right to enter into this Agreement and has the right to grant this License under these terms.ASP warrants that the Content will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you download or receive it.EXCEPT AS PROVIDED ABOVE, THE CONTENT, IS PROVIDED “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ASP DOES NOT WARRANT THAT THE CONTENT AND SITE WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT AND SITE ARE WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT ASP OR AUTHORIZED PERSONNEL OR OTHER COMPUTER DEALER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
- You hereby agree that:
a. You are at least 18 years of age and have the right to enter into this Agreement;
b. You will not use the Content in any way that is not permitted by this Agreement, EULA or any other relevant licensing agreements;
c. Your use of the Content will not violate any rights including but not limited to copyrights, intellectual property rights, trademark, privacy, or any other applicable law or regulation of
any country, state, other governmental entities or any third party;
d. The information you provide to ASP is accurate and true, including without limitation all credit card information;
e. You agree that all passwords to your ASP account are to be held in the strictest of confidence. You may not share or disclose any password or log in information to any other user or
third party other than as specifically provided for herein. If you breach any provision of this section, we shall be entitled to:
i. terminate this Agreement immediately with notice to you
ii. retain all unpaid payments pursuant to this Agreement and
iii. seek any legal or equitable remedies.
- Incorrect pricing and information. ASP has used reasonable effort to ensure that the pricing and information stated in the Site is accurate, however there are possibilities due to genuine error that the Content’s information is incorrect or the Content is priced incorrectly. In such a situation ASP has the right to cancel the transaction and refund the payment, if the transaction has been made.
- Limitation of Remedies.
a. Cancellation/Expiration: In the event this Agreement is not terminated but the subscription period has been cancelled or has expired, you may continue to use the Content that you have downloaded as of the date of cancellation or expiration, provided that such use is in compliance with the terms of this Agreement, EULA and other relevant licensing agreements.
b. No Monetary Damages: Under no circumstances whatsoever will ASP be liable to you for any damages, including any lost profits or revenues, lost savings, or other special, general, punitive, incidental or consequential damages arising out of the use or inability to use the Content even if ASP or a distributor authorized by ASP has been advised of the possibility of such damages, or for any claim by any other party.
- Indemnification. You agree to fully defend and indemnify ASP, its employees, directors, and officers, and anyone else associated with ASP, and each of their successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, or expenses, including attorneys’ fees and expenses, arising from the breach of the warranty above or these Terms.
- Usage. ASP reserves the right to change and amend the prices of any product and download sizes without prior notice to you. However, ASP will always attempt to notify you of any impending price changes.
- No Waiver. Failure by ASP to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
a. The establishment, effectiveness, interpretation and execution of this Agreement shall all be governed by the laws of The United States, subject to its jurisdiction, and without regard to the
conflict of laws principles.
b. All disputes arising in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree to submit the dispute to arbitration in the county of Nez Perce, state of Idaho, which shall be conducted in accordance with the UNCITRAL Arbitration Rules in effect at the time of applying for arbitration. The number of arbitrators shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
- Legal Fees. If ASP is obligated to go to court to enforce any of its rights, or to collect any fees, you agree to reimburse ASP for its legal fees, costs and disbursements if ASP is successful.
- Assignability. You may not assign or transfer to anyone the rights granted to you in this Agreement, without ASP’s prior written consent.
- Entire contract. You acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between you and ASP, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and ASP relating to the subject of this agreement.