Terms of service
Last Updated: April 27, 2023
These Terms of Service ("Terms") govern your access to and use of the Samsonovich website, apps, APIs, and widgets and any other digital touchpoints (collectively, the “Site”) belonging or linking to Samsonovich LLC or any of its parents, affiliates or subsidiaries (collectively “Samsonovich”, “we,” “us,” or “our”), including your access to and use of the services provided by Samsonovich, which may include (but are not limited to) the sale of framed photography, fine art, furniture or other physical goods (“Services”). Please read these Terms carefully, and contact us if you have any questions. By accessing or using Site the Services and/or any other Samsonovich property or destination, you agree to be bound by these Terms, our PRIVACY POLICY. Please note that we reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to this Site at any time. It is your responsibility to check this page periodically for changes. Samsonovich may require you to provide consent to the updated Terms in a specified manner before further use of the Site or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you agree to immediately stop using the Site and the Services. Otherwise, your continued use of the Site and/or Services constitutes your acceptance of such change(s), if any.
1. USE OF SERVICES
You may use the Site only if you can legally form a binding contract with Samsonovich, and only in compliance with these Terms and all applicable laws. You may simply browse the Site, or you may register with Samsonovich and create an “Account”. You do not have to have an Account to order products or use the Services. However, you must only provide us with true, accurate, current and complete information for your Account and/or Orders (defined below). If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Site or Services (or any portion thereof). You are not permitted to use the Site or any other Samsonovich property if it would be prohibited by United States sanctions or laws. Any use or access by anyone under the age of 13 is not allowed. If you are under 13 years of age, you agree not to use the Services, Site or any other Samsonovich property. If you are based in the European Economic Area, you may only use the Site if you are over the age at which you can legally provide consent to data processing under the laws of your country. Using the Site may include downloading software to your computer, phone, tablet, or other device. You agree that we may automatically update that software, and these Terms will apply to any updates.
Subject to these Terms and our policies (which we may update from time to time in our sole discretion), we grant you a revocable, limited, non-exclusive and non-transferable license to use our Service. Use of the Site and Services for any commercial purposes is prohibited. If you are interested in purchasing a commercial account, please reach out to us at mark@samsonovich.com.
2. ACCOUNTS
If you create an Account, you are required to provide your name and email address and select a password (collectively, your “Account Information”), which you may not transfer to or share with any third parties. If someone accesses our Site or Services using your Account Information, we will rely on that Account Information and will assume that it is really you or your representative who is accessing the Site and Services. You are solely responsible for any and all use of your Account Information and all Orders (defined below) and activities that occur under or in connection with the Account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action as we deem necessary or reasonable to ensure the security of the Site and your Account, including without limitation terminating your Account, changing your password, or requesting additional information to authorize transactions on your Account. You agree to be responsible for any act or omission of any users that access the Site or Services under your Account Information that, if undertaken by you, would be deemed a violation of these Terms. In no event and under no circumstances will Samsonovich be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Samsonovich under this provision, (ii) any compromise of the confidentiality of your Account or password, and (iii) any unauthorized access to your Account or use of your Account or password. You may not use anyone else's Account at any time, without the permission of the Account holder. Please notify us immediately if you become aware that your Account Information is being used without authorization. You agree not to register for more than one Account, register for an Account on behalf of an individual other than yourself without such individual’s authorization, or register for an Account on behalf of any group or entity.
We may occasionally use a third-party service provider to serve ads and/or collect data on our behalf across the Internet and sometimes on this Site. Some of these service providers may collect information about your Account, your visits to the Site, and your interaction with our products and services to tailor marketing messages on this Site and other sites or to trigger real time interaction, customize this Site or enhance your Account. Some of these service providers may be able to collect personal information that you share with this site via a web form automatically and prior to your pressing a submit button; and they may be able to use information from your visits to this site to send marketing messages to you in a way that may personally identify you. This information is collected through the use of a cookie, a javascript tag and/or pixel, which is industry standard technology used by most major web sites. The information collected by these service providers may include your device’s IP address, user agent, email addresses (where hashed or otherwise rendered pseudonymous) and other user and device level pseudonymous information. Please keep in mind that your browser settings may not permit you to control the technologies utilized by these third-party companies. If you would like more information about these practices, please click: HTTP://OPTOUT.ABOUTADS.INFO/#!/
3. ORDERS
These Terms govern any purchase order you make through the Site by employing Services, which may be, for instance, the purchase of framed artwork, fine artwork, furniture, etc. (each such purchase action, an “Order”). Your placement of an Order through our Site is an offer to purchase the product(s) and/or Services ordered and we may accept your Order by processing your payment and shipping the final product. Your receipt of an electronic or other form of Order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. For any reason, we may decline to accept your Order or any part of your Order. No Order will be considered accepted by Samsonovich until the final product(s) has been shipped to you. If one or more of the products in your Order are temporarily out of stock, we will ship the available products only and notify you of any products that cannot be fulfilled. If we decline to accept your Order, we will attempt to notify you at the email address you provided. We further reserve the right any time after receipt of your Order, without prior notice to you, to supply less than the quantity you ordered of any item. Your Order will be deemed accepted by Samsonovich upon our delivery of the final products that you have Ordered to the extent such products are available to Samsonovich. We may require additional verifications or information before accepting any Order. All products shall be deemed accepted by you upon shipment, and title to, and risk of loss of, the products passes to you when Samsonovich provides the product(s) to a common carrier.
Any estimated shipping date provided by Samsonovich is based on the date that Samsonovich receives your Order, product availability and payment processing time, and does not include transit time. Samsonovich processes orders to shipping addresses globally; however, Samsonovich currently only ships framed products to addresses inside the United States.
4. RETURNS
Every product sold by Samsonovich is “made to order,” which means it is specifically manufactured just for you only after you have placed your Order. Accordingly, Samsonovich does not accept refunds, returns or exchanges for Orders. We are also unable to make any changes or cancellations to orders after 24 hours from the moment the Order is placed. If you believe you have made a mistake with your Order, please contact us immediately at mark@samsonovich.com.
On rare occasions, one or more products in an Order may be damaged while in transit in possession of our shipping partners. If one or more of your product(s) arrives damaged, please send detailed, clearly visible photos of the damage including images of the packaging to mark@samsonovich.com. In cases where one or more product(s) is materially damaged, Samsonovich may elect to restore or replace the damaged product(s) in Samsonovich’s sole discretion following a review of the photos submitted (“Damage Review”). If requesting a Damage Review, you expressly acknowledge and agree to the following: 1) photos of damaged areas of product(s) must be clearly visible and submitted in .jpeg or .png format; 2) photos of damage must be received by Samsonovich no fewer than seventy-two (72) hours following the indicated delivery date of the applicable Order by the shipping provider responsible for delivering the Order; 3) photos of the damage must have been taken immediately following receipt of the product(s), and the product(s) must not have been hung, placed or otherwise installed prior to photos of the damage being taken; 4) a Damage Review requires a minimum of thirty (30) business days to complete, and Samsonovich may elect to replace or repair the damaged product in its sole discretion; and 5) the delivery of a replacement product, if any, will be subject to then existing manufacturing capacity, inventory, availability and shipping timing, and you may be responsible for payment of return shipping in the event that Samsonovich elects to repair or replace the product(s).
5. PAYMENT, PRICING AND PRODUCTS
To pay for an Order, you will need to provide Samsonovich with the information necessary to process an Order from you, including your shipping address and the billing information requested on the Site to pay for such Order. You may pay for your Order via credit card or any other manner then available on the Site. By submitting your payment information to us, you authorize us to charge the applicable payment method at our convenience but within thirty (30) days of credit card authorization. You represent that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We assume that because Orders require a valid credit card, only persons age 18 or over are placing Orders, and providing us with the information requested during the Order process. We shall not be liable in the event your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the Site (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so); however you may report any unauthorized use to us, and we will use reasonable measures within our control to help prevent future unauthorized use of your card.
We make efforts to display our products and their colors as accurately as possible. Having said that, the displayed colors of the products will depend upon your monitor and we cannot guarantee that your monitor will accurately portray the actual colors of the products. Products displayed may be out-of-stock or discontinued, and prices are always subject to change in our sole discretion. We cannot confirm the price of an item until you place an Order. In the event that you change your Order, the price of your Order will likely change. You authorize us to charge your payment method for any changes to your Order that you have initiated on the Site or otherwise (for instance, by way of an email request to Samsonovich). Despite our best efforts, a small number of the items on our Site may be mispriced. We are not responsible for typographical errors regarding price or any other matter. Unless otherwise noted on the Site at the time of your Order, all prices include shipping and handling. Unless otherwise set forth on the Site, the prices do not include sales taxes or any other taxes that we are required to add to your Order. Such taxes will be added to your total purchase price, if applicable.
6. OWNERSHIP OF TECHNOLOGY AND CONTENT
You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site and/or Services (“Our Technology”) are: (i) copyrighted and trademarked by Samsonovich and our parents, subsidiaries, affiliates and licensors under United States and international copyright and trademark laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) exclusively owned by us or our parents, subsidiaries, affiliates and licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable parents, subsidiaries, affiliates or licensors. You must abide by all copyright and trademark notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Service grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Site, products or in the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of Samsonovich or other entities belonging to Samsonovich. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains at all times with Samsonovich or those other applicable entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by these Terms. Subject to these Terms, Samsonovich grants you a limited license to reproduce portions of the information and content available on the Site and in the Services for the sole purpose of using the Site and Services for your personal, non-commercial purposes. Unless otherwise specified by Samsonovich in a separate license, your right to use such materials that you access or download through the Site or the Services is subject to these Terms. As a part of the Site and/or Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Samsonovich to monitor such materials and that you access these materials at your own risk.
You also acknowledge and agree that Samsonovich and the Site feature images of unique, highly valuable photographs and other works of art created by third-party artists. When you access the Site and/or Services, you obtain access to various kinds of images, video, audio, data, and other information and materials, all of which we call “Content.” You agree not to use, edit, alter, reproduce or revise Content posted on any of our Sites, and you represent and warrant that you will not use any Content in any manner that: A) Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others; B) Violates the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation; C) Is false or inaccurate or becomes false or inaccurate at any time; D) Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion; E) Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others; F) Misrepresents your identity in any way; G) Contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; H) Advocates or encourages any illegal activity; or I) Has the potential to create liability for us or cause Samsonovich to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.
7. USER SUBMITTED MATERIALS
As part of the Service, Samsonovich may elect to allow you to send Samsonovich your own materials for Samsonovich to print, frame and return to you as a final product. In such an event, any materials submitted by you to Samsonovich, including, without limitation, your artwork, photographs, images, text, graphics and other materials (collectively, "User Submitted Materials") are subject to the following terms and conditions. You will retain ownership of such User Submitted Materials, and you grant Samsonovich and our parents, subsidiaries, affiliates, assignees and designees a non-exclusive, perpetual, royalty-free right and license, to use, reproduce, distribute, create derivative works of and publicly display such User Submitted Materials (i) to enable you to use the Service to create, produce and purchase applicable product(s), (ii) in connection with the production or provision of any product or Service you request, (iii) to show you how your User Submitted Materials would appear in our products or Services, and (iv) to enable Samsonovich to provide the applicable products and Services. For example, when you place an Order for a product using User Submitted Materials, we will prepare, manipulate (if necessary), and transmit the User Submitted Materials for framing, packaging and shipment.
Please note that, while you retain ownership of your User Submitted Materials, any template or layout in which you arrange or organize such User Submitted Materials through tools and features made available through our Site are not proprietary to you, and the rights to such template or layout will remain with us. By submitting User Submitted Materials, you additionally represent and warrant that you own or otherwise possess all necessary rights with respect to the User Submitted Materials, and that the User Submitted Materials do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trademark, trade secret right or other intellectual property or other property right or privacy right of any third party, and that the User Submitted Materials are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable. To the extent applicable, you represent and warrant that all third-party holders of any worldwide intellectual property right, including moral rights, in User Submitted Materials, have completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
You consent to the use of your likeness, and you have obtained the written consent, release, and/or permission of every identifiable individual who appears in User Submitted Materials to use such individual's likeness, for purposes of using and otherwise exploiting the User Submitted Materials in any manner, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual's parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do submit a submission that contains the likeness of an identifiable individual under the age of eighteen (18), we strongly encourage you not to include any identifying information (such as the individual's name or address) with such User Submitted Materials. You agree that we may (but are not obligated to) filter any User Submitted Materials (including, without limitation, deleting or replacing expletives or other harmful or offensive language), refuse to use any User Submitted Materials (including, without limitation, suspending processing and shipping of any Order relating to any User Submitted Materials) and/or disclose any User Submitted Materials and the circumstances surrounding the use thereof, to any third party or law enforcement agency in order to provide the applicable products or Services, to enforce these Terms or to comply with legal obligations or governmental requests.
You agree that you, not Samsonovich, are responsible for all User Submitted Materials, and you agree to indemnify and hold us, our directors, officers, shareholders, employees, contractors, agents, representatives, affiliates, and third party users harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys' fees) that arise directly or indirectly out of or from: (i) the User Submitted Materials; and (ii) an actual or alleged infringement or violation of any third party’s rights with respect to such User Submitted Materials. We may, in our sole discretion, determine whether your User Submitted Materials comply with such instructions and are satisfactory for use in our Services. User Submitted Materials that we determine (in our sole discretion) violate these Terms may be removed from our Site and we may refuse to provide any Services in connection with your User Submitted Materials for any or no reason, at any time, in our sole discretion.
8. GENERAL RULES OF USER CONDUCT
It is our goal to make access to our Site and Services a good experience for all of our users. To that end, you expressly agree not to, and represent and warrant that you will not use, reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, your use of the Site or Services, or access to the Site or Services for any purposes other than for which the Site or Services are being provided to you, or do any of the following: A) Conduct or promote any illegal activities while using the Site or Services; B) Upload, distribute or print anything that may be harmful to minors; C) Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site; D) Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights; E) Upload or transmit any form of virus, worm, Trojan horse, or other malicious code; F) Use the Site or Services to generate unsolicited email advertisements or spam; G) Use the Site or Services to stalk, harass or harm another individual; H) Use any high volume automatic, electronic or manual process to access, search or harvest information from the Site or Services (including without limitation robots, spiders or scripts); I) Interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services; J) Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or the Content contained on any such web page for commercial use without our prior express written permission; K) Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or L) Mirror or frame the Site or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages.
9. MODIFICATIONS TO / DISCONTINUANCE OF THE SITE AND/OR SERVICES
We reserve the right to modify or discontinue the Site or Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services. You may need to update third-party software from time to time in order to use the Site and/or Services. If you object to any such changes, your sole recourse will be to cease access to the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES.
10. DISCLAIMERS
The Site and our Service are provided on an "as is" basis without warranty of any kind, whether express or implied. We specifically disclaim any and all warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of course of dealing or usage of trade. Samsonovich takes no responsibility and assumes no liability for any User Submitted Materials that you or any other person or third party posts or sends using our Service. You understand and agree that you may be exposed to Content and/or User Submitted Materials that are inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose. We make no warranty that the products, Site or Services will meet your requirements, or that the Site and/or Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of our products, Site or Services, or that defects in the Site or Services will be corrected. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from the download of any material and/or use of any product, Service or the Site. No advice or information, whether oral or written, obtained by you from us through the Site, Services, or otherwise will create any warranty, representation or guarantee not expressly stated in these Terms.
11. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO SELL THE PRODUCTS AND PROVIDE ACCESS TO THE SITE AND SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR INFRINGEMENTS, LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES.
IN ANY EVENT, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN AGGREGATE, TO THE TOTAL AMOUNT OF THE ORDER GIVING RISE TO OUR LIABILITY.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages and accordingly, some of the above limitations and disclaimers may not apply to you. However, to the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law. If we cause damage to you and you're a consumer in the EEA, our liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of contract. Samsonovich isn’t liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability won’t apply to any statutory liability that cannot be limited, to liability for death or personal injury caused by our negligence or willful misconduct, or if and to exclude our responsibility for something we have specifically promised to you; however, our liability will be the minimum permitted under such applicable law
Without limiting the foregoing, under no circumstances will Samsonovich, or our parents, subsidiaries, directors, officers, shareholders, employees, contractors, agents, representatives or affiliates be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, pandemics or other global catastrophes, orders of domestic or foreign courts or tribunals, or non-performance of third parties (including, without limitation, any of our suppliers). Some states do not allow exclusion of implied warranties, so these exclusions may not apply in individual cases. You may have additional rights that vary from state to state. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law.
12. INDEMNIFICATION
You agree to indemnify, defend and hold harmless Samsonovich, our parents, subsidiaries, affiliates, officers, directors, shareholders, co-branders and other partners, employees, consultants and agents (“Samsonovich Parties”), from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from: (i) your use of the products, Site or Services; (ii) your violation of these Terms or any other representation or warranty made to Samsonovich; (iii) your breach of any representation or warranty contained in these Terms: (iv) your User Submitted Materials; (v) your violation of any rights of any other person or entity; or (vi) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services. Samsonovich reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Site and/or Services.
13. DISPUTE RESOLUTION
You expressly acknowledge and agree that your remedies for any dispute with Samsonovich or any of the Samsonovich Parties will be limited to the arbitration procedures set forth below and in no event will you be entitled to (i) rescind your agreement to these Terms, (ii) seek or obtain any form of injunctive or other equitable relief, or (iii) in any way or manner enjoin or impair the continued operation of the Service or the Site by any of the Samsonovich Parties. Nothing in this Section shall prevent Samsonovich from seeking injunctive or other equitable relief from the courts, including for matters related to data security, intellectual property or unauthorized access to the Site or Service.
For any dispute you have with Samsonovich, you agree to first contact us and try to resolve the dispute with us informally. If we need to contact you, we will do so at the email address on your Account or otherwise associated with your Order. If Samsonovich hasn’t been able to resolve the dispute with you informally, you agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms through binding arbitration or (for qualifying claims) in small claims court.
Arbitration is a more informal way to resolve our disagreements than a lawsuit in court. For instance, arbitration uses a neutral arbitrator instead of a judge or jury, involves more limited discovery, and is subject to very limited review by courts. Although the process is more informal, arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Samsonovich are each waiving the right to a trial by jury or to participate in a class action. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. This arbitration provision shall survive termination of this Agreement and the termination of your Account, if you have one.
Any arbitration will be administered by the American Arbitration Association ("AAA") under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. You can find their forms at www.adr.org. Unless you and Samsonovich agree otherwise, the arbitration will be conducted in the county (or parish) where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that Samsonovich will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $10,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned, written decision explaining the essential findings and conclusions on which the award is based, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Samsonovich ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. To the extent any claim, dispute or controversy regarding Samsonovich or our Service isn’t arbitrable under applicable laws or otherwise: you and Samsonovich both agree that any claim or dispute regarding Samsonovich, the Site and/or the Service will be resolved exclusively in accordance with Section 12 of these Terms.
14. GOVERNING LAW
These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
15. NOTICE
Where Samsonovich requires that you provide an email address, you are responsible for providing Samsonovich with your most current email address. In the event that the last email address you provided to Samsonovich is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, then Samsonovich’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Samsonovich at the following address: mark@samsonovich.com. Such notice shall be deemed given when received by Samsonovich by email server.
16. ASSIGNMENT
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Samsonovich without restriction. Any attempted transfer or assignment by you in violation hereof shall automatically and immediately be null and void.
If you’re a consumer in the EEA, either you or Samsonovich may assign this agreement, and any rights and licences granted under it, to a third party. In case of such an assignment by Samsonovich, you are entitled to terminate the agreement with immediate effect by deactivating your Account. Samsonovich will use good faith efforts to provide you with reasonable notice of any such assignment.
17. WAIVER
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of the same or any other provision on any other occasion.
18. PARTIES
If you live in the United States, these Terms are a contract between you and Samsonovich Media, Inc., located at 1513 Park Row, Venice, CA 90291, USA.
19. SEVERABILITY & ENTIRE AGREEMENT
These Terms, together with the PRIVACY POLICY and any amendments and any additional agreements you may enter into with Samsonovich or another of the Samsonovich Parties shall constitute the entire agreement between you and Samsonovich concerning the Service, Site and your Account. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.Questions about the Terms of Service should be sent to us at mark@samsonovich.com.
These Terms of Service ("Terms") govern your access to and use of the Samsonovich website, apps, APIs, and widgets and any other digital touchpoints (collectively, the “Site”) belonging or linking to Samsonovich LLC or any of its parents, affiliates or subsidiaries (collectively “Samsonovich”, “we,” “us,” or “our”), including your access to and use of the services provided by Samsonovich, which may include (but are not limited to) the sale of framed photography, fine art, furniture or other physical goods (“Services”). Please read these Terms carefully, and contact us if you have any questions. By accessing or using Site the Services and/or any other Samsonovich property or destination, you agree to be bound by these Terms, our PRIVACY POLICY. Please note that we reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to this Site at any time. It is your responsibility to check this page periodically for changes. Samsonovich may require you to provide consent to the updated Terms in a specified manner before further use of the Site or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you agree to immediately stop using the Site and the Services. Otherwise, your continued use of the Site and/or Services constitutes your acceptance of such change(s), if any.
1. USE OF SERVICES
You may use the Site only if you can legally form a binding contract with Samsonovich, and only in compliance with these Terms and all applicable laws. You may simply browse the Site, or you may register with Samsonovich and create an “Account”. You do not have to have an Account to order products or use the Services. However, you must only provide us with true, accurate, current and complete information for your Account and/or Orders (defined below). If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Site or Services (or any portion thereof). You are not permitted to use the Site or any other Samsonovich property if it would be prohibited by United States sanctions or laws. Any use or access by anyone under the age of 13 is not allowed. If you are under 13 years of age, you agree not to use the Services, Site or any other Samsonovich property. If you are based in the European Economic Area, you may only use the Site if you are over the age at which you can legally provide consent to data processing under the laws of your country. Using the Site may include downloading software to your computer, phone, tablet, or other device. You agree that we may automatically update that software, and these Terms will apply to any updates.
Subject to these Terms and our policies (which we may update from time to time in our sole discretion), we grant you a revocable, limited, non-exclusive and non-transferable license to use our Service. Use of the Site and Services for any commercial purposes is prohibited. If you are interested in purchasing a commercial account, please reach out to us at mark@samsonovich.com.
2. ACCOUNTS
If you create an Account, you are required to provide your name and email address and select a password (collectively, your “Account Information”), which you may not transfer to or share with any third parties. If someone accesses our Site or Services using your Account Information, we will rely on that Account Information and will assume that it is really you or your representative who is accessing the Site and Services. You are solely responsible for any and all use of your Account Information and all Orders (defined below) and activities that occur under or in connection with the Account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action as we deem necessary or reasonable to ensure the security of the Site and your Account, including without limitation terminating your Account, changing your password, or requesting additional information to authorize transactions on your Account. You agree to be responsible for any act or omission of any users that access the Site or Services under your Account Information that, if undertaken by you, would be deemed a violation of these Terms. In no event and under no circumstances will Samsonovich be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Samsonovich under this provision, (ii) any compromise of the confidentiality of your Account or password, and (iii) any unauthorized access to your Account or use of your Account or password. You may not use anyone else's Account at any time, without the permission of the Account holder. Please notify us immediately if you become aware that your Account Information is being used without authorization. You agree not to register for more than one Account, register for an Account on behalf of an individual other than yourself without such individual’s authorization, or register for an Account on behalf of any group or entity.
We may occasionally use a third-party service provider to serve ads and/or collect data on our behalf across the Internet and sometimes on this Site. Some of these service providers may collect information about your Account, your visits to the Site, and your interaction with our products and services to tailor marketing messages on this Site and other sites or to trigger real time interaction, customize this Site or enhance your Account. Some of these service providers may be able to collect personal information that you share with this site via a web form automatically and prior to your pressing a submit button; and they may be able to use information from your visits to this site to send marketing messages to you in a way that may personally identify you. This information is collected through the use of a cookie, a javascript tag and/or pixel, which is industry standard technology used by most major web sites. The information collected by these service providers may include your device’s IP address, user agent, email addresses (where hashed or otherwise rendered pseudonymous) and other user and device level pseudonymous information. Please keep in mind that your browser settings may not permit you to control the technologies utilized by these third-party companies. If you would like more information about these practices, please click: HTTP://OPTOUT.ABOUTADS.INFO/#!/
3. ORDERS
These Terms govern any purchase order you make through the Site by employing Services, which may be, for instance, the purchase of framed artwork, fine artwork, furniture, etc. (each such purchase action, an “Order”). Your placement of an Order through our Site is an offer to purchase the product(s) and/or Services ordered and we may accept your Order by processing your payment and shipping the final product. Your receipt of an electronic or other form of Order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. For any reason, we may decline to accept your Order or any part of your Order. No Order will be considered accepted by Samsonovich until the final product(s) has been shipped to you. If one or more of the products in your Order are temporarily out of stock, we will ship the available products only and notify you of any products that cannot be fulfilled. If we decline to accept your Order, we will attempt to notify you at the email address you provided. We further reserve the right any time after receipt of your Order, without prior notice to you, to supply less than the quantity you ordered of any item. Your Order will be deemed accepted by Samsonovich upon our delivery of the final products that you have Ordered to the extent such products are available to Samsonovich. We may require additional verifications or information before accepting any Order. All products shall be deemed accepted by you upon shipment, and title to, and risk of loss of, the products passes to you when Samsonovich provides the product(s) to a common carrier.
Any estimated shipping date provided by Samsonovich is based on the date that Samsonovich receives your Order, product availability and payment processing time, and does not include transit time. Samsonovich processes orders to shipping addresses globally; however, Samsonovich currently only ships framed products to addresses inside the United States.
4. RETURNS
Every product sold by Samsonovich is “made to order,” which means it is specifically manufactured just for you only after you have placed your Order. Accordingly, Samsonovich does not accept refunds, returns or exchanges for Orders. We are also unable to make any changes or cancellations to orders after 24 hours from the moment the Order is placed. If you believe you have made a mistake with your Order, please contact us immediately at mark@samsonovich.com.
On rare occasions, one or more products in an Order may be damaged while in transit in possession of our shipping partners. If one or more of your product(s) arrives damaged, please send detailed, clearly visible photos of the damage including images of the packaging to mark@samsonovich.com. In cases where one or more product(s) is materially damaged, Samsonovich may elect to restore or replace the damaged product(s) in Samsonovich’s sole discretion following a review of the photos submitted (“Damage Review”). If requesting a Damage Review, you expressly acknowledge and agree to the following: 1) photos of damaged areas of product(s) must be clearly visible and submitted in .jpeg or .png format; 2) photos of damage must be received by Samsonovich no fewer than seventy-two (72) hours following the indicated delivery date of the applicable Order by the shipping provider responsible for delivering the Order; 3) photos of the damage must have been taken immediately following receipt of the product(s), and the product(s) must not have been hung, placed or otherwise installed prior to photos of the damage being taken; 4) a Damage Review requires a minimum of thirty (30) business days to complete, and Samsonovich may elect to replace or repair the damaged product in its sole discretion; and 5) the delivery of a replacement product, if any, will be subject to then existing manufacturing capacity, inventory, availability and shipping timing, and you may be responsible for payment of return shipping in the event that Samsonovich elects to repair or replace the product(s).
5. PAYMENT, PRICING AND PRODUCTS
To pay for an Order, you will need to provide Samsonovich with the information necessary to process an Order from you, including your shipping address and the billing information requested on the Site to pay for such Order. You may pay for your Order via credit card or any other manner then available on the Site. By submitting your payment information to us, you authorize us to charge the applicable payment method at our convenience but within thirty (30) days of credit card authorization. You represent that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We assume that because Orders require a valid credit card, only persons age 18 or over are placing Orders, and providing us with the information requested during the Order process. We shall not be liable in the event your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the Site (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so); however you may report any unauthorized use to us, and we will use reasonable measures within our control to help prevent future unauthorized use of your card.
We make efforts to display our products and their colors as accurately as possible. Having said that, the displayed colors of the products will depend upon your monitor and we cannot guarantee that your monitor will accurately portray the actual colors of the products. Products displayed may be out-of-stock or discontinued, and prices are always subject to change in our sole discretion. We cannot confirm the price of an item until you place an Order. In the event that you change your Order, the price of your Order will likely change. You authorize us to charge your payment method for any changes to your Order that you have initiated on the Site or otherwise (for instance, by way of an email request to Samsonovich). Despite our best efforts, a small number of the items on our Site may be mispriced. We are not responsible for typographical errors regarding price or any other matter. Unless otherwise noted on the Site at the time of your Order, all prices include shipping and handling. Unless otherwise set forth on the Site, the prices do not include sales taxes or any other taxes that we are required to add to your Order. Such taxes will be added to your total purchase price, if applicable.
6. OWNERSHIP OF TECHNOLOGY AND CONTENT
You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site and/or Services (“Our Technology”) are: (i) copyrighted and trademarked by Samsonovich and our parents, subsidiaries, affiliates and licensors under United States and international copyright and trademark laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) exclusively owned by us or our parents, subsidiaries, affiliates and licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable parents, subsidiaries, affiliates or licensors. You must abide by all copyright and trademark notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Service grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Site, products or in the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of Samsonovich or other entities belonging to Samsonovich. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains at all times with Samsonovich or those other applicable entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by these Terms. Subject to these Terms, Samsonovich grants you a limited license to reproduce portions of the information and content available on the Site and in the Services for the sole purpose of using the Site and Services for your personal, non-commercial purposes. Unless otherwise specified by Samsonovich in a separate license, your right to use such materials that you access or download through the Site or the Services is subject to these Terms. As a part of the Site and/or Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Samsonovich to monitor such materials and that you access these materials at your own risk.
You also acknowledge and agree that Samsonovich and the Site feature images of unique, highly valuable photographs and other works of art created by third-party artists. When you access the Site and/or Services, you obtain access to various kinds of images, video, audio, data, and other information and materials, all of which we call “Content.” You agree not to use, edit, alter, reproduce or revise Content posted on any of our Sites, and you represent and warrant that you will not use any Content in any manner that: A) Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others; B) Violates the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation; C) Is false or inaccurate or becomes false or inaccurate at any time; D) Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion; E) Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others; F) Misrepresents your identity in any way; G) Contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; H) Advocates or encourages any illegal activity; or I) Has the potential to create liability for us or cause Samsonovich to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.
7. USER SUBMITTED MATERIALS
As part of the Service, Samsonovich may elect to allow you to send Samsonovich your own materials for Samsonovich to print, frame and return to you as a final product. In such an event, any materials submitted by you to Samsonovich, including, without limitation, your artwork, photographs, images, text, graphics and other materials (collectively, "User Submitted Materials") are subject to the following terms and conditions. You will retain ownership of such User Submitted Materials, and you grant Samsonovich and our parents, subsidiaries, affiliates, assignees and designees a non-exclusive, perpetual, royalty-free right and license, to use, reproduce, distribute, create derivative works of and publicly display such User Submitted Materials (i) to enable you to use the Service to create, produce and purchase applicable product(s), (ii) in connection with the production or provision of any product or Service you request, (iii) to show you how your User Submitted Materials would appear in our products or Services, and (iv) to enable Samsonovich to provide the applicable products and Services. For example, when you place an Order for a product using User Submitted Materials, we will prepare, manipulate (if necessary), and transmit the User Submitted Materials for framing, packaging and shipment.
Please note that, while you retain ownership of your User Submitted Materials, any template or layout in which you arrange or organize such User Submitted Materials through tools and features made available through our Site are not proprietary to you, and the rights to such template or layout will remain with us. By submitting User Submitted Materials, you additionally represent and warrant that you own or otherwise possess all necessary rights with respect to the User Submitted Materials, and that the User Submitted Materials do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trademark, trade secret right or other intellectual property or other property right or privacy right of any third party, and that the User Submitted Materials are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable. To the extent applicable, you represent and warrant that all third-party holders of any worldwide intellectual property right, including moral rights, in User Submitted Materials, have completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
You consent to the use of your likeness, and you have obtained the written consent, release, and/or permission of every identifiable individual who appears in User Submitted Materials to use such individual's likeness, for purposes of using and otherwise exploiting the User Submitted Materials in any manner, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual's parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do submit a submission that contains the likeness of an identifiable individual under the age of eighteen (18), we strongly encourage you not to include any identifying information (such as the individual's name or address) with such User Submitted Materials. You agree that we may (but are not obligated to) filter any User Submitted Materials (including, without limitation, deleting or replacing expletives or other harmful or offensive language), refuse to use any User Submitted Materials (including, without limitation, suspending processing and shipping of any Order relating to any User Submitted Materials) and/or disclose any User Submitted Materials and the circumstances surrounding the use thereof, to any third party or law enforcement agency in order to provide the applicable products or Services, to enforce these Terms or to comply with legal obligations or governmental requests.
You agree that you, not Samsonovich, are responsible for all User Submitted Materials, and you agree to indemnify and hold us, our directors, officers, shareholders, employees, contractors, agents, representatives, affiliates, and third party users harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys' fees) that arise directly or indirectly out of or from: (i) the User Submitted Materials; and (ii) an actual or alleged infringement or violation of any third party’s rights with respect to such User Submitted Materials. We may, in our sole discretion, determine whether your User Submitted Materials comply with such instructions and are satisfactory for use in our Services. User Submitted Materials that we determine (in our sole discretion) violate these Terms may be removed from our Site and we may refuse to provide any Services in connection with your User Submitted Materials for any or no reason, at any time, in our sole discretion.
8. GENERAL RULES OF USER CONDUCT
It is our goal to make access to our Site and Services a good experience for all of our users. To that end, you expressly agree not to, and represent and warrant that you will not use, reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, your use of the Site or Services, or access to the Site or Services for any purposes other than for which the Site or Services are being provided to you, or do any of the following: A) Conduct or promote any illegal activities while using the Site or Services; B) Upload, distribute or print anything that may be harmful to minors; C) Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site; D) Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights; E) Upload or transmit any form of virus, worm, Trojan horse, or other malicious code; F) Use the Site or Services to generate unsolicited email advertisements or spam; G) Use the Site or Services to stalk, harass or harm another individual; H) Use any high volume automatic, electronic or manual process to access, search or harvest information from the Site or Services (including without limitation robots, spiders or scripts); I) Interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services; J) Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or the Content contained on any such web page for commercial use without our prior express written permission; K) Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or L) Mirror or frame the Site or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages.
9. MODIFICATIONS TO / DISCONTINUANCE OF THE SITE AND/OR SERVICES
We reserve the right to modify or discontinue the Site or Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services. You may need to update third-party software from time to time in order to use the Site and/or Services. If you object to any such changes, your sole recourse will be to cease access to the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES.
10. DISCLAIMERS
The Site and our Service are provided on an "as is" basis without warranty of any kind, whether express or implied. We specifically disclaim any and all warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of course of dealing or usage of trade. Samsonovich takes no responsibility and assumes no liability for any User Submitted Materials that you or any other person or third party posts or sends using our Service. You understand and agree that you may be exposed to Content and/or User Submitted Materials that are inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose. We make no warranty that the products, Site or Services will meet your requirements, or that the Site and/or Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of our products, Site or Services, or that defects in the Site or Services will be corrected. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from the download of any material and/or use of any product, Service or the Site. No advice or information, whether oral or written, obtained by you from us through the Site, Services, or otherwise will create any warranty, representation or guarantee not expressly stated in these Terms.
11. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO SELL THE PRODUCTS AND PROVIDE ACCESS TO THE SITE AND SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR INFRINGEMENTS, LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES.
IN ANY EVENT, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN AGGREGATE, TO THE TOTAL AMOUNT OF THE ORDER GIVING RISE TO OUR LIABILITY.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages and accordingly, some of the above limitations and disclaimers may not apply to you. However, to the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law. If we cause damage to you and you're a consumer in the EEA, our liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of contract. Samsonovich isn’t liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability won’t apply to any statutory liability that cannot be limited, to liability for death or personal injury caused by our negligence or willful misconduct, or if and to exclude our responsibility for something we have specifically promised to you; however, our liability will be the minimum permitted under such applicable law
Without limiting the foregoing, under no circumstances will Samsonovich, or our parents, subsidiaries, directors, officers, shareholders, employees, contractors, agents, representatives or affiliates be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, pandemics or other global catastrophes, orders of domestic or foreign courts or tribunals, or non-performance of third parties (including, without limitation, any of our suppliers). Some states do not allow exclusion of implied warranties, so these exclusions may not apply in individual cases. You may have additional rights that vary from state to state. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law.
12. INDEMNIFICATION
You agree to indemnify, defend and hold harmless Samsonovich, our parents, subsidiaries, affiliates, officers, directors, shareholders, co-branders and other partners, employees, consultants and agents (“Samsonovich Parties”), from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from: (i) your use of the products, Site or Services; (ii) your violation of these Terms or any other representation or warranty made to Samsonovich; (iii) your breach of any representation or warranty contained in these Terms: (iv) your User Submitted Materials; (v) your violation of any rights of any other person or entity; or (vi) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services. Samsonovich reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Site and/or Services.
13. DISPUTE RESOLUTION
You expressly acknowledge and agree that your remedies for any dispute with Samsonovich or any of the Samsonovich Parties will be limited to the arbitration procedures set forth below and in no event will you be entitled to (i) rescind your agreement to these Terms, (ii) seek or obtain any form of injunctive or other equitable relief, or (iii) in any way or manner enjoin or impair the continued operation of the Service or the Site by any of the Samsonovich Parties. Nothing in this Section shall prevent Samsonovich from seeking injunctive or other equitable relief from the courts, including for matters related to data security, intellectual property or unauthorized access to the Site or Service.
For any dispute you have with Samsonovich, you agree to first contact us and try to resolve the dispute with us informally. If we need to contact you, we will do so at the email address on your Account or otherwise associated with your Order. If Samsonovich hasn’t been able to resolve the dispute with you informally, you agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms through binding arbitration or (for qualifying claims) in small claims court.
Arbitration is a more informal way to resolve our disagreements than a lawsuit in court. For instance, arbitration uses a neutral arbitrator instead of a judge or jury, involves more limited discovery, and is subject to very limited review by courts. Although the process is more informal, arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Samsonovich are each waiving the right to a trial by jury or to participate in a class action. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. This arbitration provision shall survive termination of this Agreement and the termination of your Account, if you have one.
Any arbitration will be administered by the American Arbitration Association ("AAA") under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. You can find their forms at www.adr.org. Unless you and Samsonovich agree otherwise, the arbitration will be conducted in the county (or parish) where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that Samsonovich will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $10,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned, written decision explaining the essential findings and conclusions on which the award is based, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Samsonovich ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. To the extent any claim, dispute or controversy regarding Samsonovich or our Service isn’t arbitrable under applicable laws or otherwise: you and Samsonovich both agree that any claim or dispute regarding Samsonovich, the Site and/or the Service will be resolved exclusively in accordance with Section 12 of these Terms.
14. GOVERNING LAW
These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
15. NOTICE
Where Samsonovich requires that you provide an email address, you are responsible for providing Samsonovich with your most current email address. In the event that the last email address you provided to Samsonovich is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, then Samsonovich’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Samsonovich at the following address: mark@samsonovich.com. Such notice shall be deemed given when received by Samsonovich by email server.
16. ASSIGNMENT
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Samsonovich without restriction. Any attempted transfer or assignment by you in violation hereof shall automatically and immediately be null and void.
If you’re a consumer in the EEA, either you or Samsonovich may assign this agreement, and any rights and licences granted under it, to a third party. In case of such an assignment by Samsonovich, you are entitled to terminate the agreement with immediate effect by deactivating your Account. Samsonovich will use good faith efforts to provide you with reasonable notice of any such assignment.
17. WAIVER
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of the same or any other provision on any other occasion.
18. PARTIES
If you live in the United States, these Terms are a contract between you and Samsonovich Media, Inc., located at 1513 Park Row, Venice, CA 90291, USA.
19. SEVERABILITY & ENTIRE AGREEMENT
These Terms, together with the PRIVACY POLICY and any amendments and any additional agreements you may enter into with Samsonovich or another of the Samsonovich Parties shall constitute the entire agreement between you and Samsonovich concerning the Service, Site and your Account. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.Questions about the Terms of Service should be sent to us at mark@samsonovich.com.