Terms and Conditions

YOU’RE ALMOST THERE! PLEASE LOOK OVER OUR LICENSING AGREEMENT*

* (THAT’S OUR FANCY WAY OF OUTLINING HOW YOU CAN USE YOUR SHINY NEW IMAGES)

A QUICK SUMMARY: 1/ YOUR IMAGES ARE FOR YOUR PERSONAL WEB USE ONLY- THAT MEANS YOU CAN’T SHARE THE FILES (SORRY!) THIS LETS US KEEP THE IMAGES UNIQUE TO ONLY 100 USERS 2/ THIS LICENSING AGREEMENT ALLOWS YOU TO USE THESE IMAGES BUT DOESN’T GRANT YOU THE COPYRIGHT (THEY ARE OUR CREATION TO SHARE WITH YOU!) 3/ YOU HAVE 5 YEARS FROM DATE OF PURCHASE TO USE THE IMAGES AS OFTEN AS YOU’D LIKE- THERE ARE NO RESTRICTIONS ON HOW MANY PEOPLE CAN SEE THEM (IMPRESSIONS), USE THEM ON YOUR SOCIAL MEDIA, WEBSITE, MEDIA KITS ETC. 4/ PLEASE DON’T RESELL YOUR IMAGES OR ALTER THEM TO RESELL OR PUT THEM ON A T-SHIRT, MUG ETC THAT YOU PLAN ON SELLING. THANKS MUCHLY! 5/ DOWNLOAD YOUR IMAGES AS SOON AS POSSIBLE AND BACK THEM UP (PLEASE!). THERE ARE NO REFUNDS AND YOU MAY NOT HAVE ACCESS TO RE-DOWNLOAD YOUR FILES AFTER THEY SELL OUT. TERMS AND CONDITIONS This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully. THE SMALL PRINT FOR AVID READERS AND LAW ENTHUSIASTS These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system. By placing an order for stock photography (the “Images”) from this website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions. You may not order or obtain Images from this website if you: (i) do not agree to these terms and conditions, (ii) are not the older of (a) at least 18 years of age or (b) legal age to form a binding contract, or (iii) are prohibited from accessing or using this website or any of this website's contents or Images by applicable law. These terms and conditions (these "Terms") apply to the purchase and sale of Images through [ClioAndFox.com] (this "Site"). These Terms are subject to change by CLIO & FOX PHOTOGRAPHY (referred to as "us", "we" or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referred to on the Site. You should review these Terms before purchasing any Images that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes. 1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all Images listed in your order. All orders must be accepted by us or we will not be obligated to sell the Images to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered. 2. Prices and Payment Terms. All prices, discounts and promotions posted on this Site are subject to change without notice. The price charged for the Images will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes. All such taxes will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies or omissions at any time and to cancel any orders arising from such occurrences. (a). Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept [Visa, Mastercard, American Express] for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order. 3. License. Grant of Rights. Subject to and conditioned on your compliance with these Terms, we hereby grant to you during the License Term the non-exclusive, non-transferable and non-sublicensable right and license to use each of the Images in electronic mediums only for purposes of making, providing, advertising, promoting, marketing, selling, and otherwise commercializing your own goods and/or services and internal business purposes. For purposes of clarity and without limiting the foregoing, we acknowledge and agree that the rights and license granted to you under these Terms include your rights: (a) to modify, edit, combine with other materials, translate, include in collective works, and create derivative works of the Images in whole or in part (collectively, "Adapt", "Adapted", and "Adaptation" have correlative meanings); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise) and transmit the Images, in whole or in part, as provided by us or as Adapted for such purposes and uses as are permitted under this Section 4(a). (a) Third Party Use. You shall not, and shall not authorize, permit, or enable any other person or entity to, access, use, or perform any other act on or relating to any of the Images except as expressly permitted by these Terms. Reservation of Rights. We expressly reserves all rights not expressly granted to you under these Terms. (b) Other Rights. You shall have the right to exercise your rights under these Terms through any of your employees, agents, and independent contractors, provided that you enter into a written agreement with the applicable employees, agents and/or independent contractor incorporating terms that are the same as or similar to this Section 4 and no less protective of our rights under that written agreement. (c) License Term. The license granted to you is effective from the date of acceptance of your order by us for a period of five (5) years (the "License Term"). (d). Early Termination of License Term. We may terminate the license granted under this Section on written notice to you if you materially breaches these Terms and, if such breach is capable of being cured, you fail to cure such breach within five (5) days after receiving written notice thereof. (e). Effect of Termination of License Term. Upon the expiration or termination of the license granted pursuant to this section, all rights licensed under these Terms (with the exception of any Adaptations owned by you) revert to us. Upon the early termination of the License Term in accordance with Section 4(f), you shall within five (5) days after such termination cause to be inactivated and erased all digital copies of the Images that are in your possession or control. 4. Delivery. The Images will be emailed to you in a download link as JPEG format at the email address you entered in your order. Download and backup your images immediately. 5. Returns and Refunds. WE OFFER NO RETURNS OR REFUNDS ON ANY IMAGES. 6. No Warranty. WE MAKE NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECT TO THE IMAGES PURCHASED THROUGH THE SITE, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. 7. Limitation of Liability. (a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (b). IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE IMAGES SOLD THROUGH THE SITE. 8. Images Not for Resale. You represent and warrant that you are buying Images from the Site for your own use only, and not for resale or export. 9. Intellectual Property Use and Ownership. You acknowledge and agree that: (a) All uses on this Site of the terms "sell", "sale", "resell", "resale", "purchase", "price" and the like mean the purchase or sale of a license. Each Image marketed on this Site is made available solely for license, not sale, to you and other prospective customers under the terms, conditions and restrictions of these Terms, including without limitation, Section 4 of these Terms. (b). You will comply with all terms and conditions of these Terms for any Image you obtain through this Site, including, but not limited to, all restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed Images. (c) Clio & Fox Photography is and will remain the sole and exclusive owner of all right, title and interest in and to the Images. You will own and retain all right, title and interest in and to all Adaptations of the Images made by, or by any third party for the benefit of, you, subject to our rights in the underlying Images. 10. Representations and Warranties. You hereby represent and warrant that you will not use the Images in any manner that: causes any Images that is not defamatory, obscene, or otherwise unlawful or injurious as provided by us to become defamatory, obscene, or otherwise unlawful or injurious; or competes with or is detrimental to us. 11. Privacy. We respect your privacy and are committed to protecting it. Our Website Privacy Policy, [https://www.shopify.com/legal/privacy], governs the processing of all personal data collected from you in connection with your purchase of Images through the Site. 12. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. 13. Waiver of Recourse to the Courts and Binding Arbitration. (a) You and Clio & Fox Photography are agreeing to give up any rights to litigate claims in a court. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration. Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to your purchase of Images through this Site, will be resolved exclusively and finally by binding arbitration. (b). The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. (c) If any provision of this Section 14 is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced. 14. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 15 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms. 15. No Waivers. The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Clio & Fox Photography. 16. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you. 17. Notices. (a). To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide in your order or (ii) posting to the Site. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current. (b) To Us. To give us notice under these Terms, you must contact us by email to [Hello@ClioAndFox.com]. We may update the email address for notices to us by posting a notice on the Site. Notices provided by email delivery will be effective one business day after they are sent. 18. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms. 19. Entire Agreement. Our order confirmation and these Terms will be deemed the final and integrated agreement between you and us on the matters contained in these Terms. Please check “I Agree” in the cart to continue to check out.