TERMS & CONDITIONS
Last Updated: September 11, 2018
Welcome to Ampersand Studios!
Ampersand Studios (“Ampersand Studios” or “we”) is a Florida limited liability company that provides the Ampersand Studios’ website and related services to users like you (sometimes referred to herein as “you” or “user”). The Ampersand Studios website is an online platform which facilitates the providing of services by Ampersand Studios to Members. Specifically, Members can use the website to manage their membership, communicate with other Members via the online community board, and book conference rooms, studios, pre-production rooms, and editing rooms (the “Service(s)”).
IMPORTANT: PLEASE REVIEW THE DISPUTE RESOLUTION PROVISION BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH AMPERSAND STUDIOS ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
All capitalized terms otherwise not defined herein shall have the meaning ascribed to such term in the Ampersand Studios Membership Agreement (the “Membership Agreement”), which is hereby incorporated by this reference in its entirety.
Ampersand Studios reserves the right to modify the terms of this Agreement at any time in our sole discretion. If modifications are made, we will post the revised Agreement on the website and update the “Last Updated” date at the top. If modifications are made, Ampersand Studios will provide you notice of such modifications. It is your responsibility to review these notices and any modifications. If you use (or continue to use) the Service after a change, that means you accept the new terms. All changes are effective immediately when posted.
USE OF SERVICE
By downloading, accessing, or using the Service, you agree to the following:
- You represent and warrant that you are at least 21 years old and have the legal capacity to enter into a binding contract. You may not authorize others to use your account, and may not allow persons under the age of 21 to obtain services via your account. You represent and warrant that you are not a person or entity barred from accessing the Service under laws of any jurisdiction.
- Subject to the terms of this Agreement, Ampersand Studios hereby grants you a limited, revocable, non-transferable and non-exclusive license to access and use the Service on your computer, mobile, or other electronic device only for its intended purpose. Any breach of this Agreement shall result in the immediate revocation of the license granted herein and deletion of your account without notice to you. You may, at your sole discretion and without notice to Ampersand Studios, deactivate and/or delete your user account at any time. You agree that you shall be responsible for any Fees incurred by you prior to deactivation or deletion. Deactivation and deletion do not relieve you of your payment obligations. Any rights not expressly granted herein are reserved by Ampersand Studios.
- You agree that Ampersand Studios and its third-party providers and affiliates, including our payment processor (if any) may contact you by telephone, text message, and email in order to effectuate providing Services to you.
- Ampersand Studios respects other people’s rights, including intellectual property rights, and expects users to do the same. While you may make limited copies of information related to your requested services, you may not reproduce, distribute, display, sell, lease, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit the Service or any portion of it unless expressly permitted by Ampersand Studios in writing. You may not make any commercial use of any of the information provided on the Service or make any use of the Service for the benefit of another person, business, or other entity. You may not access, monitor, or copy any content or information provided via the Service using any robot, spider, scraper, or automated or manual means for any purpose without Ampersand Studios’ written consent. Any violation of any person or entity’s intellectual property rights will result in the immediate termination of services and deletion of your user account.
- You are responsible for obtaining the data network access necessary to use the Service. In addition to any charges and other fees incurred, your mobile network’s data and messaging rates and fees may apply. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service, and the Service may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
Pursuant to the Membership Agreement, Ampersand Studios will create a profile on the website for each Member and Member Affiliate included on the Member List. Profiles may include a picture of individuals and other information about the Member and Member Affiliates, which will be accessible by Ampersand Studios, and its Management, employees, third party service providers, other agents and representatives, and other Members. By submitting a Member List or any changes thereto, you represent and warrant that you have asked for and obtained authorization from all Member Affiliates for creation of such profiles.
In order to use the Service and in addition to the profile created for you by Ampersand Studios, you must register for and maintain a user account. Account registration requires you to submit to Ampersand Studios certain personal information, including but not limited to, Member and Member Affiliates’ name, address, mobile phone number, age, and at least one valid payment method. You agree to maintain accurate, complete, and up-to-date information in your user account at all times. Your failure to maintain such information may result in your inability to use the Service, including obtaining additional services as detailed in the Membership Agreement, and termination of this Agreement and your user account. You are responsible for all activity that occurs within your user account, and you agree to maintain the security of your user account information.
Upon registration, Ampersand Studios may assign you a password and account identification (the “Login Credentials”), which enable you to access and use the Service. You will be deemed to be authorized to access and use the Service in a manner consistent with this Agreement each time you use your Login Credentials. Ampersand Studios shall have no obligation to investigate the authorization or source of any access or use of the Service. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICE BY ANYONE USING THE LOGIN CREDENTIALS ASSIGNED TO YOU, WHETHER OR NOT SUCH ACCESS TO AND USE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS, TRANSMISSIONS, AND OBLIGATIONS (INCLUDING ANY PAYMENTS OF MEMBERSHIP AND OTHER FEES) INCURRED THROUGH SUCH ACCESS OR USE. You are solely responsible for protecting the security and confidentiality of the Login Credentials assigned to you and you shall immediately notify Ampersand Studios of any unauthorized use.
USER GENERATED CONTENT
The website may contain message boards, chat rooms, personal web pages and profiles, forums, bulletin boards, and other interactive features. Ampersand Studios may, from time to time and in its sole discretion, request or permit you to submit, upload, or otherwise publish text, audio, and/or visual content, including commentary and feedback to other Members and users (“User Generated Content”). In addition, Ampersand Studios may, from time to time and in its sole discretion, permit you to view the User Generated Content of other Members and users.
User Generated Content you post is non-confidential and non-proprietary. You own the User Generated Content that you submit or post through the Service, and you grant Ampersand Studios a non-exclusive, perpetual, irrevocable, worldwide, transferable and sub-licensable license and right to use, copy, modify, distribute, publish, and process information and User Generated Content you provide, without any further consent, notice and/or compensation to you or others. Ampersand Studios does not claim ownership of any User Generated Content.
You agree, represent, and warrant that your User Generated Content: (i) does not violate any law; (ii) does not violate or infringe upon the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person or entity; (iii) is not defamatory, abusive, harassing, threatening, impersonating, or intimidating to any other person or entity; (iv) is not libelous, threatening, defamatory, obscene, pornographic, hateful, or could give rise to any civil or criminal liability under U.S. or international law; and (v) does not include any bugs, viruses, worms, trap doors, Trojan horses, or other harmful code or properties.
Ampersand Studios reserves the right to: (i) remove or refuse to post User Generated Content for any or no reason in our sole discretion; (ii) take any action with respect to User Generated Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Generated Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of our Members, other users, and the public, or which could create liability for Ampersand Studios; and (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
You agree that Ampersand Studios may use (i) your name, trademark, service mark, logo, trade dress and other identifiers; and (ii) the names, images and voices of Member, Member Affiliates, Member Guests, pets, and children while on the Premises, in connection with the promotion of Ampersand Studios and its partners. You agree to such use by Ampersand Studios without additional compensation. You will be responsible for obtaining any and all licenses, permissions, consents and releases necessary for Ampersand Studios to use your intellectual property as set forth in this section.
You understand and acknowledge that you are responsible for any User Generated Content you submit or contribute, and you, not Ampersand Studios, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Submissions and opinions that are User Generated Content are those of the individuals or entities expressing such submissions or opinions, and do not reflect Ampersand Studios’ opinions. Ampersand Studios is not responsible or liable to any third party for User Generated Content.
If you believe that any content on the website infringes copyrights you own, please provide Ampersand Studios written notice in accordance with the Notice and Communications provision below.
FEES AND PAYMENT TERMS
In order to use the Services, you must provide Ampersand Studios with at least one valid payment method at the time of executing the Membership Agreement by completing and returning the Automatic Bank Debit Authorization form. You may change your payment method and information at any time, so long as at least one valid payment method is kept on file at all times. You agree that Ampersand Studios may, in its sole discretion, use a third-party payment processor.
On each annual anniversary of the Start Date of the Membership Agreement, the Monthly Membership Fee will increase by three percent (3%). No additional notice will be required or given for this annual fee increase. Ampersand Studios reserves the right to increase fees for additional services upon three (3) months’ notice to Member. Monthly Membership Fees are due by the first (1st) of each month, and other Fees are due and payable when incurred.
This website and its entire contents, features, and functionality (including but not limited to all graphics, images, videos, icons, and text) (the “Content”), belong exclusively to Ampersand Studios or its Content suppliers. All software used on the website (the “Software”) is the property of Ampersand Studios or its Software suppliers. U.S. and international copyright laws protect the Content and Software. The use of any of Ampersand Studios’ trademarks, service marks, or other intellectual property without Ampersand Studios’ express written consent is strictly prohibited. You may not use any of Ampersand Studios’ trademarks, service marks, or other intellectual property in connection with any product or service that is in any way likely to cause confusion or harm to Ampersand Studios.
You may terminate this Agreement at any time by deactivating or deleting your user account or by providing Ampersand Studios written notice pursuant to the Notice and Communications provision below.
Notwithstanding the termination provision detailed in the Membership Agreement, Ampersand Studios may terminate this Agreement at any time with or without reason by providing you written notice thirty (30) days prior to such termination. Ampersand Studios may, in its sole discretion, suspend your use of the Service or terminate this Agreement immediately if: (i) you breach any of the terms of this Agreement; (ii) you violate any applicable laws, rules, or regulations; or (iii) Ampersand Studios reasonably believes it is necessary to do so to protect Ampersand Studios (including its owners, affiliates, directors, officers, and employees), and its Members and users.
In addition to any legal or equitable remedies, Ampersand Studios may, without notice to you, terminate, transfer, assign, charge, or otherwise dispose of this Agreement or any of Ampersand Studios’ rights or obligations hereunder, or revoke any or all of your rights granted hereunder at any time. The provisions relating to intellectual property, Disclaimer, Limitation of Liability, Applicable Laws, Indemnification, and Severability shall survive any termination. Termination does not release you from payment obligations.
This Service may be accessed from outside the United States and may contain products and services or references to products and services that are not available outside of the United States. Any such references do not imply that such products and services will be made available outside the United States. Users who access or use the Service from outside the United States are responsible for complying with their local laws and regulations.
THIS SERVICE AND ALL INFORMATION PUBLISHED VIA THE WEBSITE ARE PRESENTED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE WEBSITE AND SERVICES PROVIDED THEREFROM MAY INCLUDE INACCURACIES, MISTAKES OR ERRORS. BY USING THE WEBSITE AND ACCEPTING SERVICES, YOU DO SO VOLUNTARILY.
AMPERSAND STUDIOS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE NOR DOES AMPERSAND STUDIOS MAKE ANY WARRANTY AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION MADE AVAILABLE OR PUBLISHED VIA THE SERVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION ON THE SERVICE OR ANY SITES WITH WHICH IT IS LINKED.
YOU AGREE THAT ACCEPTANCE OF SERVICES AND INTERACTIONS WITH OTHER MEMBERS AND USERS INVOLVES INHERENT RISK (INCLUDING BUT NOT LIMITED TO ILLNESS, BODILY INJURY, DISABILITY, OR DEATH). BY ACCEPTING SERVICES, YOU CHOOSE TO ASSUME THOSE RISKS ON BEHALF OF YOURSELF AND ANY MEMBER GUESTS AND MINORS YOU BRING WITH YOU TO THE PREMISES. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE AS SUCH CHOICES RELATE TO ACCEPTANCE OF SERVICES, AND INTERACTIONS WITH OTHER MEMBERS, USERS, AND THIRD-PARTIES.
THE DISCLAIMERS DETAILED HEREIN APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY
AMPERSAND STUDIOS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF OR IN CONNECTION WITH: (i) THIS AGREEMENT; (ii) YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE; (iii) ANY TRANSACTION, COMMUNICATIONS WITH, OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTIES, INCLUDING OTHER MEMBERS AND USERS, EVEN IF AMPERSAND STUDIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iv) YOUR BOOKING OR USE OF FACILITIES WITHIN THE PREMISES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR ANY OTHER LEGAL THEORY. AMPERSAND STUDIOS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND AMPERSAND STUDIOS’S REASONABLE CONTROL.
IN USING THE SERVICE, YOU AGREE THAT AMPERSAND STUDIOS WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (i) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SERVICE; (ii) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (iii) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OTHER MEMBERS AND USERS; (iv) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; OR (v) EVENTS BEYOND AMPERSAND STUDIOS’S REASONABLE CONTROL.
FURTHERMORE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AMPERSAND STUDIOS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICE OR ANY DEALINGS OR RELATIONSHIP WITH ANY THIRD-PARTIES (INCLUDING OTHER MEMBERS AND USERS, AND ANY THIRD-PARTY SERVICE PROVIDERS), INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMPERSAND STUDIOS’S TOTAL AND AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FOUNDATION FOR THE ACTION) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF MONTHLY MEMBERSHIP FEES ACTUALLY PAID BY YOU TO AMPERSAND STUDIOS.
THE LIMITATIONS AND DISCLAIMERS HEREIN DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, AMPERSAND STUDIOS’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON AMPERSAND STUDIOS’S CHOICE OF LAW PROVISION SET FORTH BELOW.
- Dispute Resolution and Applicable Law. Ampersand Studios is committed to customer satisfaction. If you have a problem or dispute, we will try to resolve your concerns. You agree to give us an opportunity to resolve any problems or disputes relating in any way to the Service. If we are unable to resolve the problem or dispute, you may pursue claims as explained herein.
- The laws of the State of Florida shall govern this Agreement. Any dispute relating to your use of the Service shall be submitted to confidential arbitration in Miami-Dade County, Florida, except in regards to issues regarding violations of Ampersand Studios’ intellectual property rights, for which Ampersand Studios may seek relief from any state or federal court of competent jurisdiction in the State of Florida. By using the Service, you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniences with respect to venue and jurisdiction in the state and federal courts of the State of Florida. Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. In using this Service, you further agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to, or connected with the use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned.
- By using the Service, you agree that Ampersand Studios’ remedy at law for any actual or threatened breach of the intellectual property provisions herein would be inadequate. As such, Ampersand Studios shall be entitled to specific performance, injunctive relief, or both, in addition to any damages Ampersand Studios may be entitled to recover, along with reasonable expenses incurred by Ampersand Studios for any form of dispute resolution, including, without limitation, reasonable attorneys’ fees. No right or remedy of Ampersand Studios shall be exclusive of any other, whether at law or in equity, including without limitation damages, injunctive relief, attorneys’ fees and expenses. No instance of waiver by Ampersand Studios of its rights or remedies under this Agreement shall imply any obligation to grant any similar, future, or other waiver. No act or omission by or on behalf of Ampersand Studios is intended to be, nor should be construed as, a waiver of its rights, claims, causes of action, or remedies.
- Waiver of Jury Trial. You hereby knowingly, voluntarily and intentionally waive the right to trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written), or other actions of any party to this Agreement.
- No Class Action. You acknowledge and agree that you hereby waive the right to participate in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding related to any disputes which may arise out of or relate to this Agreement.
- Entire Agreement. These Terms and Conditions and other referenced documents and policies constitute the entire agreement between you and Ampersand Studios, govern your use of the Service, and supersede prior agreements, written or oral, between you and Ampersand Studios. You may not assign this Agreement or any rights or obligations hereunder, in whole or in part, voluntarily or by operation of law, without prior written consent of Ampersand Studios. Any purported assignment in contravention of this paragraph shall be null and void. This Agreement does not confer any third-party beneficiary rights. Agreements with third-party providers are separate from this Agreement. Ampersand Studios’ failure to enforce any right or provision in this Agreement shall not constitute a waiver unless agreed to by Ampersand Studios in writing.
- No Joint Venture. Nothing in this Agreement shall be construed to create any joint venture, partnership, employment, or agency relationship between you and Ampersand Studios or any of its affiliates.
- Severability. If any provision of this Agreement is deemed void, invalid, or unenforceable for any reason by any arbiter or court of competent jurisdiction, then such provision shall be enforced to the maximum extent possible under applicable law. All provisions of this Agreement are severable, and shall not affect the validity or enforceability of the remaining provisions.
- Notice and Communications. Unless specified otherwise, any notices or other communications to users permitted or required under this Agreement, will be in writing and given by via email or otherwise electronically through the Service. Notice and other communications from users to Ampersand Studios should be sent in writing to Ampersand Studios at: firstname.lastname@example.org or 31 NE 17th st – Miami, FL 33132 . Ampersand Studios encourages you to contact us with questions, comments, and other feedback.
We appreciate your business!