1. You and ProWedding Digilab
| 1.1. Your Agreement with ProWedding Digilab |
| 1.1.1. |
Your use of PWD Products and Services (as defined in
section 2. ProWedding Digilab Products and Services) is
governed by a legal agreement between you and PWD. PWD
refers to Professional Wedding Digilab, LLC; 8601 Dunwoody
Place, Suite 346, Sandy Springs, GA 30350, United States of
America. This document describes that agreement and defines
some of its terms. |
| 1.1.2. |
The agreement between you and PWD contains terms that
are set forth herein and are always included. These are
referred to as "Basic Terms". |
| 1.1.3. |
In addition, there may be other terms that are based on
your specific relationship with PWD and are defined within
that specific relationship. These are referred to as
"Specific Use Terms". |
| 1.1.4. |
Taken together, the "Basic Terms" and "Specific Use
Terms" are referred to as the "Terms of Use" or "Terms".
|
| 1.1.5. |
In case of a conflict between "Basic Terms" and
"Specific Use Terms", the "Specific Use Terms" will apply.
|
| 1.2. Acceptance of Terms of Use |
| 1.2.1. |
In order to use PWD Products and Services, you must
accept these Terms of Use. If you are unwilling to do so,
you must exit this site now. Failure to do so will
constitute acceptance of these Terms. |
| 1.2.2. |
If you are 18 years of age or older you may access the
website so long as such access does not violate any local,
state, provincial, Federal or other laws of the country that
the you reside in or from which you access PWD Products and
Services. |
| 1.2.3. |
Use of PWD Products and Services including, but not
limited to, accessing the PWD website, constitutes
acceptance of this agreement. |
| 1.3. Language of the Terms of Use |
| 1.3.1. |
The language of this agreement is English. |
| 1.3.2. |
Any requests, inquiries, communications or complaints
filed in connection with this document must be done in
English. |
| 1.3.3. |
It is your responsibility to provide any and all
translations needed in connection with your understanding of
this document. PWD bears no responsibility for the accuracy
of any such translation. |
2. ProWedding Digilab Products and Services
| 2.1. PWD Products and Services |
| 2.1.1. |
PWD owns and operates its web site in order to provide
products and services to its customers to support their
business with their customers. PWD customers are primarily
studios and photographers that shoot events, primarily
weddings, and their customers are typically brides. These
products and services are herein referred to as PWD Products
and Services. |
| 2.1.2. |
PWD will, at its sole discretion, decide which PWD
Products and Services will be offered, how they will be
delivered and what their specific features will be. |
| 2.1.3. |
PWD product and services, including any software
delivered or used in conjunction therewith, may change from
time to time without notice. This includes: |
| 2.1.3.1. |
The removal or modification of previously offered
products and services, and/or their features |
| 2.1.3.2. |
The addition of new features to previously offered
products and services |
| 2.1.3.3. |
The addition of new products and services |
| 2.1.4. |
Certain PWD Products and Services are quantity based
that do not currently require minimums and/or set maximums
for those quantities. These include, but are not limited to,
the number of images in an upload, the number of uploads a
month for certain membership type or types, and the number
of "Family & Friends" users that a bride can define. PWD
reserves the right to require minimums and/or set maximums
where none currently exist. Notice of these changes will be
posted as appropriate on the PWD website. |
| 2.1.5. |
Certain PWD Products and Services are quantity based
that currently require minimums and/or set maximums for
those quantities. These include, but are not limited to,
minimum number of images for image selection services,
minimum number of images for proof print orders, and minimum
products and services orders required to receive certain
defined discounts. PWD reserves the right to change these
minimums and/or maximums at any time. Notice of these
changes will be posted as appropriate on the PWD website.
|
| 2.2.1. |
Content refers to the photographs and other images and
information that you post, access and/or allow others to
post and/or access on the PWD web site. Property rights of
PWD, PWD customers, PWD business partners, PWD advertisers
and others protect this Content. |
| 2.2.2. |
PWD makes every reasonable effort to protect the
ownership rights of the Content posted on its site. You
agree that you will respect the property rights of the
owners of the Content that you access on the PWD web site.
Please see Section 4.5 for how to report any incident of
unauthorized use of protected Content. |
| 2.2.3. |
Content that you access on the PWD website is the sole
responsibility of the owner of that Content. To the extent
that someone other than the owner places Content on the
site, the originator is then solely responsible for such
Content including, but not limited to, protection of the
owner’s rights. |
| 2.2.4. |
PWD recognizes that it is not practical for it to review
all Content that is posted on its web site. Nonetheless, PWD
reserves the right to review any and all Content for
whatever reasons it deems appropriate and to prevent or
otherwise modify its display. |
| 2.2.5. |
Your use of PWD Products and Services, including access
to the web site, is at your own risk regarding the nature of
the Content that you may encounter. Please see Section 4.5
for how to report any Content that you feel PWD should
review. |
| 2.3.1. |
You understand that PWD Products and Services result in
customized photographic images that cannot be reused, have
no resale value and that are non-refundable. |
| 2.3.2. |
PWD Products and Services may not be reproduced in any
form without express written consent from PWD and/or the
product and/or service owner. |
| 2.3.3. |
You agree to pay for PWD Products and Services in
advance of them being shipped to you. Payment will include a
reasonable charge for preparing the packing for shipping and
for shipping. PWD will collect and remit sales tax, as
appropriate. |
| 2.3.4. |
PWD Products and Services will become your risk when PWD
passes them to the shipping carrier that you choose at the
time of purchase. PWD will, where possible, provide you with
a tracking number for your shipment. |
3. Your Use of PWD Products and Services
| 3.1.1. |
You have an unlimited, non-exclusive, non-assignable,
non-transferable right to use PWD Products and Services in
accordance with specific product or service specification(s)
and these Terms, including protection of PWD and other
ownership rights. You agree that your use of the web site is
legal and allowed by these Terms. |
| 3.1.2. |
In conjunction with your use of the PWD Products and
Services, you will provide PWD with certain information. You
understand that PWD requests this information to facilitate
your order and that the accuracy of the information that you
provide is important. You attest to the accuracy of the
information that you provide to PWD. |
| 3.1.3. |
In conjunction with your use of PWD Products and
Services, you will define one or more user ids and
passwords, along with other information that would be useful
in identifying you. You agree to make every effort to
protect your user ids, passwords and other information to
prevent unauthorized access to the PWD web site. You agree
to contact PWD immediately, as set forth in Section 4.5, if
you suspect unauthorized use of your user id, password or
other information. |
| 3.2. Your Access to PWD Products and Services
|
| 3.2.1. |
You agree that you will access PWD Products and Services
only via the PWD web site, or as otherwise indicated by
other agreements you may have with PWD. |
| 3.2.2. |
You may not copy, modify, de-code or reverse engineer
PWD Products and Services, including the PWD web site. |
| 3.2.3. |
You understand that posting content on the PWD web site
requires the mailing of disks and/or sending of images
electronically to PWD. PWD assumes no responsibility for the
ability of public and private utilities and mail providers
to successfully deliver such images. |
| 3.2.4. |
There are certain technical steps required to post
content to the PWD web site. PWD reserves the right to
modify content to display properly. |
| 3.3. Proprietary Information |
| 3.3.1. |
You recognize that some of the information you access is
proprietary to PWD and that you will treat it as such,
including maintaining confidentiality where so indicated.
|
| 3.3.2. |
Unless otherwise specifically permitted by PWD, you may
not use or otherwise make reference to the PWD name, logo,
or other PWD images. This includes, but is not limited to,
the display of the PWD logo as part of your web site or
marketing material. You will not use any logo, mark or other
design that could be confused with PWD. |
| 3.3.3. |
Nothing in your use of PWD Products and Services
transfers or otherwise modifies the ownership of or rights
to any content that you post, access and/or allow others to
post and/or access on the PWD web site. |
4. Other Basic Terms
| 4.1.2. |
You agree to use PWD Products and Services in accordance
with the PWD Privacy Policy. |
| 4.2.1. |
You may terminate your relationship with PWD at any time
by notifying PWD in writing of your desire to do so. Such
notification should be sent to the address set forth at the
beginning of this agreement. |
| 4.2.2. |
PWD may terminate this agreement at any time if: |
| 4.2.2.1. |
you have breached its terms, or have indicated that you
no longer intend to comply with them |
| 4.2.2.2. |
PWD is, for whatever reason, unable to deliver its
products and services to you |
| 4.2.2.3. |
PWD determines that delivering its products and services
to you is no longer in its best interest |
| 4.3. EXCLUSION OF WARRANTY |
| 4.3.1. |
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT PWD’S
WARRANTY OR LIABILITY FOR LOSSES THAT APPLICABLE LAW DOES
NOT ALLOW TO BE EXCLUDED OR LIMITED. SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR
DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF
IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR
JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE
LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. |
| 4.3.2. |
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF PWD
PRODUCTS AND SERVICES, INCLUDING THE WEB SITE, IS AT YOUR
SOLE RISK AND THAT PWD PRODUCTS AND SERVICES ARE PROVIDED
"AS IS" AND "AS AVAILABLE." |
| 4.3.3. |
PWD DOES NOT REPRESENT OR WARRANT TO YOU THAT: |
| 4.3.3.1. |
YOUR USE OF THE PRODUCTS AND SERVICES WILL BE
UNINTERRUPTED, EFFICIENT, SECURE OR FREE FROM ERROR, |
| 4.3.3.2. |
PWD PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS,
|
| 4.3.3.3. |
THAT DEFECTS IN ANY SOFTWARE PROVIDED AS PART OF THE
PRODUCTS AND SERVICES WILL BE CORRECTED, AND |
| 4.3.3.4. |
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE
OF THE PRODUCTS AND SERVICES WILL BE ACCURATE OR RELIABLE.
|
| 4.3.4. |
ANY ITEMS, INCLUDING CONTENT, DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF PWD PRODUCTS AND SERVICES IS
DONE AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR
ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR ANY
LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH
ITEMS. |
| 4.3.5. |
NO WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS
SHALL RESULT FROM ANY ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY YOU FROM PWD OR FROM PWD PRODUCTS AND
SERVICES. PWD FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND
CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT. |
| 4.4. LIMITATION OF LIABILITY |
| 4.4.1. |
SUBJECT TO OVERALL PROVISION IN PARAGRAPH 4.3.1 ABOVE,
YOU UNDERSTAND AND AGREE THAT PWD SHALL NOT BE LIABLE TO YOU
FOR: |
| 4.4.1.1. |
ANY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED.
THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF
PROFIT, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY
LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES, OR OTHER TANGILBLE OR INTANGIBLE LOSS;
|
| 4.4.1.2. |
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU,
INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGEAS A RESULT OF:
|
| 4.4.1.2.1. |
ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY
OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY
RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER
OR SPONSOR WHOSE ADVERTISING APPEARS ON THE PWD WEB SITE;
|
| 4.4.1.2.2. |
ANY CHANGES WHICH PWD MAY MAKE TO ITS PRODUCTS AND
SERVICES, OR FOR ANY CESSATION IN THE PROVISION OF PRODUCTS
AND SERVICES (OR ANY FEATURES WITHIN THE PRODUCTS AND
SERVICES); |
| 4.4.1.2.3. |
THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY
CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR
TRANSMITTED BY OR THROUGH YOUR USE OF PWD PRODUCTS AND
SERVICES; |
| 4.4.1.2.4. |
YOUR FAILURE, INTENTIONAL OR OTHERWISE, TO PROVIDE PWD
WITH ACCURATE ACCOUNT INFORMATION; |
| 4.4.1.2.5. |
YOUR FAILURE, INTENTIONAL OR OTHERWISE, TO KEEP YOUR
PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; |
| 4.4.2. |
THE LIMITATIONS ON PWD’S LIABILITY TO YOU IN PARAGRAPH
4.4.1 ABOVE SHALL APPLY WHETHER OR NOT PWD HAS BEEN ADVISED
OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH
LOSSES ARISING. |
| 4.5. Copyright, Other Infringements & Other
Notifications |
| 4.5.2. |
PWD will also review for appropriateness any content for
which such a request is submitted. PWD reserves the right to
allow, not allow or modify the display of any content for
any reason. Requests for content review should be sent to
customerservice@prodweddingdigilab.com. |
| 4.6. Information on Linked Sites |
| 4.6.1. |
PWD provides you with information on its various
business partners and others that may offer products and
services that are of interest to you. This information may
include links to other web sites. |
| 4.6.2. |
You understand that PWD has no control over the
information offered by its partners, whether directly
through the PWD web site or through links provided on the
PWD web site. |
| 4.6.3. |
You agree that PWD has no responsibility for your use of
any products or services for which information was obtained
either directly from or via a link provided on the PWD web
site. |
| 4.7. Basic Terms of Use Changes |
| 4.7.1. |
PWD may make changes to these Basic Terms of Use at any
time. A new Basic Terms of Use agreement will be available
for review by clicking on Terms of Use from any screen on
the web site. |
| 4.7.2. |
You understand that by using PWD Products and Services,
including the web site, after the date on which these Basic
Terms of Use have changed will constitute your acceptance of
these Terms of Use. |
| 4.8.1. |
You understand that any products or services you use
that are provided by a third party are subject to an
agreement between you and that third party. The terms of
this agreement are not affected by, nor do not affect, your
agreement for the use of third party products or services.
|
| 4.8.2. |
Excluding any products or services that PWD may provide
to you under a separate agreement, you understand that these
Terms of Use constitute the entire agreement between you and
PWD. |
| 4.8.3. |
If any of the provisions of this agreement are
determined to be invalid by any court of law, then that
provision will be removed from the agreement and the rest of
the agreement will remain in force. |
| 4.8.4. |
The laws of the State of Georgia shall govern this
agreement and your relationship with PWD. To resolve any
legal matter arising out of this agreement, you agree and
PWD agree to submit to the exclusive jurisdiction of the
courts in Fulton County, Georgia. |
5. We’re Not Happy Until You Are Happy
| 5.1. Quality PWD Products and Services Guaranteed
|
| 5.1.1. |
PWD understands that the quality of PWD Products and
Services is important to you. PWD guarantees that the
quality of PWD Products and Services will be comparable to
the quality of products and services available from
commercial enterprises that provide the same products and
services as PWD. |
| 5.1.2. |
In accordance with the limitations set forth in Section
2.3.1 regarding the customized nature of PWD Products and
Services, PWD will make reasonable effort to ensure that you
are satisfied with the quality of the PWD Products and
Services that you use. |
| 5.1.3. |
In order to ensure your satisfaction with the quality of
PWD Products and Services, PWD will, at its sole discretion
and to the best of its ability, provide again the PWD
product or service with which you are not satisfied, or
provide you with a refund of all or part of the amount you
paid for that PWD product or service. |
| 5.1.4. |
To report problems with the quality of PWD Products and
Services, please send an email to
customerservice@proweddingdigilab.com, or a written
notice to PWD at the address set forth at the beginning of
this agreement. You may also call PWD toll-free at
866-912-0337. Please include your name and the order number.
|
| 5.2. PWD Products Damaged by Shipping and Handling
|
| 5.2.1. |
You understand that the delivery of PWD Products and
Services requires a process of packaging by PWD and shipment
to you via a third-party carrier. This process is referred
to as "shipping and handling". |
| 5.2.2. |
PWD makes a reasonable effort to ensure that PWD
Products and Services are delivered to you undamaged. PWD
also understands that, despite its best efforts, the
shipment and handling process can deliver PWD Products and
Services damaged, in whole or in part. |
| 5.2.3. |
PWD will replace PWD Products and Services that are
damaged during shipping and handling, at no charge to you,
in accordance with the following procedures: |
| 5.2.3.1. |
Where possible, refuse to accept delivery of items that
are obviously damaged. Ask the shipper to return the item to
PWD. |
| 5.2.3.2. |
Contact PWD customer service upon receipt of the damaged
delivery. To contact PWD Customer Service and report
problems with PWD Products and Services damaged during
shipping and handling, please send an email to
customerservice@proweddingdigilab.com, or a written
notice to PWD at the address set forth at the beginning of
this agreement. You may also call PWD toll-free at
866-912-0337. Please include your name and the order number.
This will make it easier for PWD to resend your items. |
| 5.2.3.3. |
Do not destroy, discard or further damage the damaged
item or items. Retain damaged items until contacted by PWD.
|
6. Billings and Payments
| 6.1. |
PWD Billings and Payments Are Done Electronically
|
| 6.1.1. |
PWD wants to make the billing and payment process as
straightforward as possible for all parties. To that end,
PWD has developed and implemented billing and payment
processes that leverage existing secure electronic payment
systems. |
| 6.1.2. |
PWD does not mail a month-end statement. However,
account statements and all transaction details are available
on the website anytime you log into your account. |
| 6.1.3. |
If you are unable to pay PWD electronically or if you
are unable to receive payments electronically from PWD,
please call PWD toll-free at 866-912-0337. You may also send
an email to
customerservice@proweddingdigilab.com, or a written
notice to PWD at the address set forth at the beginning of
this agreement. |
| 6.1.4. |
"Members" refers to those photographers and studios that
purchase PWD Membership Services. Members have customers
that are referred to as Event Owners ("Owners") and Family &
Friends ("F&F"). |
| 6.2. |
Billings to You from PWD |
| 6.2.1. |
Any time you owe PWD for products and services that you
purchase, you will be asked to present a valid credit or
charge card for payment. Orders for PWD products and
services will not be processed without a valid credit or
charge card. |
| 6.2.2. |
PWD allows you to store the number of the credit or
charge card that you wish to use in a secure fashion.
Nonetheless, validity of the card is verified each time you
purchase PWD products and/or services. |
| 6.2.3. |
For Members: Monthly Membership fees will be charged
automatically on the same day of the month that the Member
joined PWD, or the last day of that billing month if it
comes sooner. Annual Members are billed automatically on the
anniversary of their PWD Membership. Members may change
their Membership Plan options by accessing their account on
the PWD website. Changes that affect the amount of the
monthly or yearly billing will take effect on the next
billing date for the Member’s current Membership Plan. |
| 6.2.4. |
Members with sufficient volume and history over a
6-month period of time can elect to receive a summary charge
on a periodic basis rather than for each transaction.
Members should inquire about this by contacting
sales@proweddingdigilab.com or by calling toll free at
866-912-0337. |
| 6.3. |
Payments from PWD to Members |
| 6.3.1. |
Items ordered by Owners and F&F include a payment to
PWD, which usually includes a net profit for a PWD Member.
(See definition of net profit in Section 6.3.3.) Payments
from PWD to the Member for these net profits are made once a
month via an ACH deposit to the Member’s bank account. |
| 6.3.2. |
These payments are sent to the ACH network on or before
the 3rd business day of the month after the month in which
the transaction occurs. Payments are for transactions
performed on or before the last business day of the month.
|
| 6.3.3. |
Net profit refers to the difference between the amount
collected from the purchaser, which is set by the Member,
and the amount charged the Member by PWD for the particular
products and/or services purchased. This may or may not
include discounts given by PWD to the Member or by the
Member to the purchaser. Certain Members, based on their
Membership Plan, may be charged a fee for credit card
processing on a per transaction basis. Net profit does not
include any consideration of amounts related to sales or
other taxes, shipping or handling. PWD does not charge its
Members a commission on these transactions. |
| 6.3.4. |
Should a transaction with a Member result in an amount
owed by the Member to PWD, except as indicated in Section
6.3.5 regarding cancelled orders, the Member will be billed
as indicated in Section 6.2 Billings to You from PWD. |
| 6.3.5. |
The net profit portion of an order that is cancelled by
Owners or F&F will be charged back to the Member and result
in a reduction of the amount owed by PWD to the Member. |
| 6.4. |
Refunds and Other Payments from PWD to Members,
Owners and F&F |
| 6.4.1. |
PWD makes every effort to process refunds to Members,
Owners and F&F using the same payment system that was used
for the original transaction. In most cases, this will be
the credit or charge card that was used for the transaction.
|
| 6.4.2. |
PWD reserves the right to use alternative payments
systems to process refunds and other payments to its Members
and their Owners and F&F when PWD, at its sole discretion,
determines such alternate method to be more appropriate.
|
|
Terms of Use
