General Conditions

Terms and Conditions and Terms of Service

Overview

IMPORTANT LEGAL NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

THESE TERMS OF SERVICE GOVERN OUR AGREEMENT TO PROVIDE SERVICES TO YOU, AND THE SUBSEQUENT OPERATION OF YOUR ACCOUNT.

By signing up for and/or otherwise accessing any of the services or products provided by STUDIO ALLIANCE, you agree to be bound by all these Terms and Conditions.

IT IS ESSENTIAL THAT YOU READ THESE TERMS PRIOR TO PURCHASING SERVICES WITH STUDIO ALLIANCE. If you have any questions about these terms, please contact us.

Our business is continually evolving and as such we reserve the right to change our Terms and Conditions when necessary. It is your responsibility to ensure that you are up to date with all of our Terms and Conditions. We will, however, notify you of any material changes.

General terms and conditions

These General Terms & Conditions and the Service Specific Terms & Conditions, the Acceptable Use Policy and any information relating to the Franchise purchased from STUDIO ALLIANCE INC. forms the Agreement between Us. If any of these General Terms & Conditions are inconsistent with any terms set out in the Studio Alliance Inc. specific terms & conditions, the Studio Alliance Inc. specific terms & conditions will prevail.

By signing up for the Studio Alliance you warrant that you are legally capable of entering into a binding contract; or acting with the express permission and using the payment details of a person or organization who in turn is agreeing to be bound by the terms of this contract.

You acknowledge and accept that your use of Studio Alliance must be in accordance with the Acceptable Use Policy, which can be viewed at http://www.studioalliance.com/termsandconditions.aspx

By nature of owning a Studio Alliance account, you accept these Terms & Conditions.

  1. Definitions

1.1 “Agreement” means any agreement to which these terms & conditions are incorporated.

1.2 “Studio Alliance” has registered offices in San Francisco at

1.3 “Package” means a collection of Services.

1.4 “Prices” means the Prices for the Services set out in order form or as otherwise notified.

1.5 “Services” means the Services to be provided by Studio Alliance.

1.6 “you/your” means the person or company who purchases Services from Studio Alliance.

  1. Duration and Renewal of Franchise Services

2.1 Services and Packages for which payment is required on a monthly basis all have a minimum contract of term of 12 months, unless specifically stated to the contrary in the details of the Service and/or Package you purchase.

2.2 When Entering into a contract you are allowed to cancel the Contract at any time within seven working days, beginning on the day after you receive written confirmation of our acceptance of your order.

  1. Cancellations

3.1 You are entitled to cancel the services by contacting Studio Alliance no more than 30 days prior to the expiry of your minimum contract term, and no less than five working days prior to the next payment date of that service. Once Studio Alliance accepts your cancellation request you will be provided with written confirmation of cancellation in the form of a unique reference number. Cancellation requests will not be deemed to have been received and accepted until this reference number has been issued.

3.2 Studio Alliance reserves the right to cancel and/or suspend your Service at any time without notice if you breach these General Terms & Conditions and/or the Service Specific Terms & Conditions and/or our Acceptable Use Policy.

  1. Refunds

4.1 Charges due on a pre-pay basis (together with account set-up fees, where applicable), are non-refundable.

4.2 In the event that Studio Alliance cancels your Service for reasons other than your breach of contract, you will be entitled to a pro rata refund based upon the remaining period of your current contract term.

 

  1. Payment

5.1 All Services and Packages must be paid for in advance in accordance with the specific provisions of that Service or Package. In signing up for a Studio Alliance Franchise you agree to commit to the contract for the fixed term.

5.2 Payment will be due on the basis of the Service and/or Package You have selected. Unless otherwise stated in details of the Service selected, or by separate arrangement with you, payment will be required monthly in advance. If you have purchased Services on a fixed term basis then you will be required to pay on the payment plan you selected, paying in advance or by way of monthly instalments in advance throughout the year(s).

5.3 You will be invoiced automatically for the next pre-paid period on the basis of your current payment plan at the expiry of the current pre-paid period unless you have cancelled the Services in accordance with clause 3.1. Payment of the Price will be taken via the payment method initially agreed, or later amended through mutual agreement, and will be non-refundable. In cases of failed payment, the invoice will become due and payable to Studio Alliance in its entirety.

5.4 Studio Alliance reserves the right to change the Prices and/or nature of its Services by giving you written notice of those changes. Notice of changes to Prices and/or Services will be given by e-mail to the e-mail address held in your Studio Alliance Account. If you have already purchased a particular Service then the change in the Price or nature of that Service will only become effective after the end of any pre-agreed fixed-price term, as defined by the details of the individual Service. You will be charged the new Price when the Service is automatically renewed at the end of the current term.

5.5 All payments must be made in US dollars or Euros, inclusive of applicable taxes.

5.6 You warrant that you are authorized to make payment using the payment card or facility you disclose to Studio Alliance. In the event that you are not the named card or financial account holder, you acknowledge that you and the party who is the named holder both accept Studio Alliance’s Terms & Conditions and are jointly and severally liable for the payment of all Prices for which payment will be taken from the payment card or alternate facility. You will indemnify and hold Studio Alliance harmless in the event that the cardholder, issuer, or bank declines any transaction for payments to Studio Alliance, including all of Studio Alliance costs in administering your non-payment and obtaining payment of those Prices due.

5.7 Studio Alliance reserves the right to suspend all Services until payment is received in full and all outstanding debt is cleared. Any non-payment of a recurring invoice may be subject to a €20 administration charge. You are responsible for all money owed on the account from the time it was established until Studio Alliance accepts your cancellation request. You are responsible for any additional costs incurred by Studio Alliance in the collection of outstanding debt.

5.8 You are required to have a valid email address and Direct Debit mandate registered to your account at all times, failure to do so will result in automatic suspension of your account. If you cancel your Direct Debit mandate for any reason you must immediately notify Studio Alliance and register a new Direct Debit mandate.

5.9 Payments processed by Direct Debit are subject to the Direct Debit terms and conditions of Service, and Studio Alliance makes no representations or warranties with respect to those Services.

5.10 No bills or invoices will be sent by regular mail. All invoices will be sent directly to you via email or to the online, virtual inbox of the Service shortly after the purchase or recurring transaction is completed.

5.11 If you fail to pay all Prices due, Studio Alliance reserves the right to interrupt, suspend or cancel the Services to you. Such interruption, suspension or cancellation does not relieve you from paying all contractually obligated invoices to Studio Alliance.

  1. Appropriate Service use

6.1 Studio Alliance reserves the right to refuse Service and/or access to its systems and/or Services to anyone.

6.2 Studio Alliance does not allow any content which breaches our Acceptable Use Policy to be stored on its servers or entered into its systems. Studio Alliance reserves the right to remove content from the Services or suspend the Services immediately where it reasonably suspects such content breaches the Acceptable Use Policy.

6.3 Studio Alliance shall notify you if it becomes aware of any allegation that you breach the Acceptable Use Policy.

6.4 Refusal of Service based on the content being contrary to our Acceptable Use Policy is entirely at the discretion of Studio Alliance.

6.5 You shall indemnify Studio Alliance, its Partners, its Resellers, and its Suppliers against all damages, losses and expenses arising as a result of any action or claim that the data, content and/or any other material breaches the Acceptable Use Policy.

6.6 In the event that Studio Alliance removes data or content from the Services and/or suspends Your content or usage pursuant to clause 6.2, and later reinstates such content and/or resumes the Services, You shall indemnify Studio Alliance, its Partners, and its Resellers against all damages, losses and expenses arising as a result of any action or claim that such content and/or data and/or the Services Your site breaches the Acceptable Use Policy.

6.7 Studio Alliance reserves the right to suspend access to its System if a customer’s use is deemed to be affecting the platform for which Studio Alliance delivers the Services. This includes, but is not limited to, reasonably perceived use of email recipient addresses where explicit consent from the recipients has not been provided for their receiving of marketing e-mails.

  1. Scheduled maintenance

7.1 To guarantee optimal performance of the Services, it is necessary for Studio Alliance to perform routine maintenance. Such maintenance often requires taking Studio Alliance off-line, typically performed during off-peak hours. Studio Alliance will give you advance notice of maintenance requiring the Services to be taken off-line whenever possible by publishing notice on the Studio Alliance website.

  1. Support

8.1 We will do our utmost to provide a continuous high quality service. If you experience problems with your Service, you should consult Studio Alliance support website and search for a resolution to your problem. You will also find Studio Alliance 24/7 support contact details on Studio Alliance support website at http://www.studioalliance.com/support.

8.2 Please note we may require suspension of some of Studio Alliance Services for short scheduled periods to carry out maintenance or repair to Studio Alliance Services. Information concerning scheduled downtime is available on the Studio Alliance websites.

  1. Data

9.1 All data created or stored by you within Studio Alliance applications and servers are your property. Studio Alliance allows access to such data by only authorized Studio Alliance personnel. Studio Alliance makes no claim of ownership of any web server content, email content, or any other type of data contained within the accountholder’s uploaded or entered information within the Services on Studio Alliance servers.

9.2 Studio Alliance maintains backups of its servers and infrastructure pursuant to its own archiving and business continuity procedures. In the event of loss of or damage to your data relating to actions made by you or on your behalf you will not be given access to any data stored as part of these procedures.

9.3 In the event of loss of or damage to your data relating to a failure in Studio Alliance systems or servers, Studio Alliance will make reasonable commercial efforts to assist you in the restoration of your data, however You accept full responsibility for maintaining adequate backup copies of all your data.

9.4 You shall indemnify Studio Alliance against all damages, losses and expenses arising as a result of any action or claim that the content or data of your account or data accessed from or published as part of the Services infringes the intellectual property rights of a third party.

  1. Passwords

10.1 It is the account owner’s responsibility to keep his/her password(s) confidential, and to change the password on a regular basis. Studio Alliance is not responsible for any data losses or security issues due to stolen passwords or any passwords that you have intentionally or accidentally disclosed to any third party. Studio Alliance recommends that you use passwords that contain numbers and symbols in order to prevent unauthorized users from guessing commonly-used choices (i.e. “12345”, “password”, etc.).

  1. Your personal details

11.1 You warrant that the contact information that you provide to us on establishment of your account is correct, and that you accept responsibility for keeping this information up to date at all times. You agree that we may suspend access to your account and the Services if we reasonably believe that the information you have supplied is inaccurate.

11.2 Please note that whilst your email is primarily used for billing purposes, Studio Alliance reserves the right to email you information about its product offerings. You can unsubscribe from marketing communications within your Studio Alliance control panel.

11.3 Studio Alliance will not provide any of your personal information to other companies or individuals without your permission unless required to do so by law. However, Studio Alliance may need to provide your name and contact details to third parties that Studio Alliance may use for the purposes of delivering specific Services to you (e.g. customer support). For more information about how Studio Alliance will collect and use your personal information please read Studio Alliance privacy policy.

  1. Studio Alliance Disclaimers and Warranties

12.1 Whilst every attempt would be made in the unlikely event of any corruption or hardware failure, Studio Alliance cannot guarantee to be able to replace lost data. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all Service interruptions caused by Studio Alliance.

12.2 Studio Alliance makes no warranties or representations that any Service will be uninterrupted or error-free. You accept all Services provided hereunder “as is” without warranty of any kind.

12.3 So far as permitted by law and particularly in respect of non-consumers, all implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to the exercise of reasonable care and skill, fitness for purpose and satisfactory quality (where applicable) are hereby excluded in relation to each of the Services to be provided hereunder to the fullest extent permitted by law.

12.4 For the avoidance of doubt, any use of the Services and/or any Package in the course of conducting business shall give rise to you being a non-consumer and the provisions of this Agreement affecting the statutory consumer protection you would otherwise be afforded as a consumer shall not apply.

  1. Liability

13.1 Studio Alliance shall not be liable for any loss or damage of whatsoever nature suffered by you arising out of or in connection with any breach of this Agreement by you or any act, misrepresentation, error or omission made by you or on your behalf.

13.2 Studio Alliance will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by you or for any wasted management time or failure to make anticipated savings or liability you incur to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.

13.3 No matter how many claims are made and whatever the basis of such claims, Studio Alliance maximum aggregate liability to you under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by other provisions in this Agreement) whether such claim arises in contract or in tort shall not exceed a sum equal to the fees paid by you for the Services in relation to which your claim arises during the 12 month period prior to such claim.

13.4 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Studio Alliance, its employees or its sub-contractors.

13.5 Studio Alliance shall not be liable for any interruptions to the Services or outages arising directly or indirectly from:-

13.5.1 Interruptions to the flow of data to or from the internet;

13.5.2 Changes, updates or repairs to the network or software which it uses as a platform to provide the Services;

13.5.3 The effects of the failure or interruption of Services provided by third parties;

13.5.4 Factors outside of Studio Alliance reasonable control;

13.5.5 Your actions or omissions (including, without limitation, breach of your obligations set out in the Agreement) or those of any third parties;

13.5.6 Problems with your equipment and/or third party equipment;

13.5.7 Interruptions to the Services requested by you.

  1. Force Majeure

14.1 Studio Alliance shall not be responsible for any failure to provide any Services or perform any obligation under the Agreement because of any act of God, strike, lock-outs or other industrial disputes (whether involving the workforce of Studio Alliance (or any other party) or compliance with any law of governmental or any other order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers, work stoppage, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunication Services generally, or other similar force beyond its reasonable control.

  1. Non-Waiver

15.1 The failure of Studio Alliance to require your performance of any provision shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Studio Alliance of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

  1. Notice

16.1 You agree that any notice or communications required or permitted to be delivered under this Agreement by Studio Alliance to you shall be deemed to have been given if delivered by e-mail, in accordance with the contact information you have provided.

  1. Governing Law

17.1 Except as otherwise set forth in the Domain Dispute Policy, Your rights and obligations and all contemplated by this Agreement shall be governed by the Law of the State of California and you submit to the exclusive jurisdiction of the Courts of that State.

  1. Legal Fees

18.1 If any legal action or proceeding, including arbitration, relating to the performance or the enforcement of any provision of this Agreement is brought by any party to this Agreement, the prevailing party shall be entitled to recover reasonable legal fees, expert witness fees, costs and disbursements, in addition to any other relief to which the prevailing party may be entitled.

  1. Assignment

19.1 You shall not assign, sub-license or transfer your rights or obligations under this Agreement to any third party without the prior written consent of Studio Alliance However, in the event that Studio Alliance consents to such an assignment, sub-license or transfer, then this Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

  1. Entire Agreement

20.1 This Agreement constitutes the entire Agreement between the parties and agreements are representations or warranties, express or implied, statutory or otherwise and no agreements collateral here to than as expressly set or referred to herein. This Agreement supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein.