Subscription Agreement

SEASONGLASS SUBSCRIPTION AGREEMENT AND TERMS AND CONDITIONS

 

 

Last Updated: May 2, 2019

 

Please read the following terms and conditions carefully. These terms and conditions govern all use of the Seasonglass website (the “Site”) and the services available on or at the Site (taken together with the Site, the “Service”) and, together with the description of Subscription levels and payment options(collectively, the “Agreement”) constitute a legal document that explains your rights and obligations related to your purchase of a subscription package from Seasonglass (“Subscription”). The Service is owned and operated by Seasonglass and its affiliated companies and subsidiaries (“Seasonglass”, “we”, “our”, “us”, etc.).

By clicking “ACCEPT” you are agreeing to be bound by the terms of this Agreement as a party to it and are acknowledging that you have read this Agreement in full, are agreeing to all of its terms and conditions, and are 18 years of age or older.  If you do not or cannot agree to the terms of this Agreement, please do not click “ACCEPT” and leave this website. This Agreement takes effect when you click “ACCEPT” as indicated here and below.  By typing your name and clicking “ACCEPT”, you affirm that you are aware of all of the terms of this Agreement and are able and legally competent to accept and agree to this Agreement in its entirety.

 

1. Subscription.

The Subscription package you have selected will provide you with benefits as set forth in the description of Subscription levels.

The Subscription requires that you register on the Site (including by filling out all required personal information).To complete registration, you shall provide an e-mail address and a password. You can opt-out of receiving certain promotional e-mails from us at any time by following the instructions as provided in e-mails to click on the unsubscribe link. Your opt-out will not affect non-promotional e-mails, such as those about your account, transactions, servicing, or Seasonglass’ ongoing business relations.

You also certify that you are legally permitted to use the Service, and take full responsibility for the selection and use of the Service.

2. Fees, Payment and Cancellation

The monthly Subscription fee (“Fee”) for your Subscription are as set forth in the description of Subscription levels.  By accepting this Agreement, entering your card information and clicking “CONFIRM AND PURCHASE”, you are agreeing to pay for (i) the Fee for the first month of your Subscription, which will be immediately charged and (ii) subsequent monthly Feesaccording to your Subscription level, which will be automatically charged each month until you cancel your Subscription. Non-payment of monthly Fees will result in cancellation of your Subscription upon delivery of e-mail notification of cancellation from Seasonglass to you. SUBSCRIPTION FEES ARE, IN PART AND IN WHOLE, NON-REFUNDABLE, AND SEASONGLASS WILL NOT REFUND ANY FEES YOU HAVE ALREADY PAID. 

 

           

BY CLICKING “CONFIRM AND PURCHASE”, YOU ARE AGREEING THAT YOUR CARD WILL BE AUTOMATICALLY CHARGED THE APPLICABLE MONTHLY SUBSCRIPTION FEE EACH MONTH UNTIL YOU CANCEL YOUR SUBSCRIPTION.

 

You can cancel your Subscription by visiting your Subscription page and changing your account settings to “Unsubscribe”.  The cancellation will take effect the day of the next scheduled payment, before such payment is charged.  At any time, you may change your card information by visiting your Subscription page and changing your account settings.  Such changes will take effect as of the next scheduled payment.

We may change any of the Fees, from time to time, by posting new Fees on our Site and by e-mail notification.  Fee changes will take effect prior to your next scheduled payment of the Fees, following the date of such fee change. As permitted by local law, you accept the Fees by continuing to use your Subscription after such fee change takes effect. If you do not agree with such fee change, you have the right to reject the change by terminating your Subscription prior to such fee change going into effect.

3. Limitations.

• We reserve the right to accept or refuse any Subscription in our discretion.
• We may send you e-mail and other communications related to your Subscription.
• You may not transfer or assign your Subscription or any Subscription benefits, including promotion codes for Subscription or benefits.
• You are not permitted to purchase prints or products for the purpose of resale, rental, or to ship to customers or potential customers using your Subscription benefits without first providing us with (1) a reseller’s certificate and (2) a tax identification number through this formor via e-mail.
• We reserve the right to deny customized order requests for prints and products at our sole discretion, including without limitation, requests we deem infeasible, harmful to the integrity of a digital image, or too similar in appearance to any Artwork (as defined in the description of Subscription levels).
• Some Subscription benefits may require certain purchase thresholds, have quantity or shipping address limitations, or require subscribers to meet specified criteria in order to access them.
• From time to time, we may choose in our sole discretion to add or remove certain Subscription benefits.

4. Termination by Us.  We will suspend your Subscription immediately upon e-mail notice to you for failure to pay your monthly Fees until you resume payment of your monthly Fees.  Failure to resume payment of monthly Fees within three months of delivery of e-mail notice of suspension may result in the immediate termination of your Subscription by us (upon e-mail notification to you). We may, additionally, terminate your Subscription immediately upon e-mail notice to you for reasons related to conduct that we determine, in our discretion, violates this Agreement, our Terms of Service, or any applicable law, involves fraud or misuse of your Subscription, or is harmful to our interests or another user. Our failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of our rights.
5. Taxes. You agree that you shall be responsible for any and all taxes and duties, including without limitation all sales tax, use tax, value added tax or other governmental charge (each, a “Transfer Tax”), due to or imposed by any jurisdiction with respect to payments by you in connection with your Subscription, including without limitation monthly Subscription fees and purchases of products. In the event we are required by any taxing authority to collect and remit a Transfer Tax upon your payment of any amounts in connection with your Subscription, you agree that (i) the total amount payable by you hereunder will be increased as necessary to reflect the imposition of such Transfer Tax, and (ii) we may collect and remit such Transfer Tax to the applicable taxing authority.  If you believe that your payment of any amount in connection with your Subscription is not subject to any Transfer Tax under applicable law and that we are not required, under applicable law, to collect and remit such Transfer Tax upon such payment, you shall timely provide to us such evidence as is reasonably satisfactory to us in order to establish that such payment is not subject to any Transfer Tax under applicable law.
6. No Assignment; Binding. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns, as applicable. You may not assign or transfer this Agreement or any of your rights or obligations hereunder; Seasonglass may assign this Agreement, provided that its assignee agrees to be bound by the terms hereof.
7. Governing Law; Arbitration. This Agreement shall be governed by, construed, and interpreted under the laws of the State of New York, without giving effect to conflict of laws principles. Any and all disputes, claims, or controversies arising out of or relating to this Agreement, the transaction contemplated herein and all matters relating to it shall be submitted to JAMS, or any successor entity thereto, for confidential and binding arbitration under the auspices of JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”). Any arbitration proceeding shall be held in New York, New York and shall be conducted in the English language. The arbitration proceeding shall be conducted by a single arbitrator selected by the parties; provided, however, if an arbitrator has not been selected within thirty (30) days after the initiation of the arbitration proceeding by either party, then any of them may invoke the arbitrator selection process under the Rules.  The parties unconditionally and irrevocably waive any objection to the venue for the arbitration (whether for inconvenience or for any other reason, including, without limitation, personal jurisdiction) and the parties unconditionally consent to the issuance of any award as is made by any arbitrator selected in accordance with the terms of this paragraph. Each party agrees that the determination of any arbitration taking place pursuant to this paragraph shall be final and binding on it. The arbitrator shall allocate all or part of the costs of arbitration, including the fees of the arbitrator, and may award the reasonable attorney’s fees of the prevailing party. Judgments upon any award and/or decision of such arbitration may be entered in any court having jurisdiction thereof. Without limiting the immediately preceding sentence, the parties unconditionally and irrevocably agree to waive any objection to the enforcement of the arbitration award in any jurisdiction in which he, she or it is organized, has a place of business or has assets. In the event of a conflict between this paragraph and the Rules, this paragraph shall control. This paragraph shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
8. Disclaimer of Representations and Warranties. THE SERVICE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. NEITHER SEASONGLASSNOR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "COMPANY PARTIES") MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND FREEDOM FROM COMPUTER VIRUS. BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMPANY INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.

9. Limitations of Our Liability.TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICE OR YOUR SUBSCRIPTION, (B) THE TERMS AND CONDITIONS HEREIN OR (C) YOUR MISUSE OF THE SERVICE OR YOUR SUBSCRIPTION. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.

NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMPANY INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.

10. Entire Agreement; Modification. This Agreement constitutes the entire agreement between Seasonglass and you with respect to the subject matter hereof, supersedes all prior agreements and understandings, written or oral, with respect to the subject matter hereof and is made without reliance on any statement or representation not contained herein, the making of any such statements or representations being specifically denied.  We reserve the right, at any time in our sole discretion, to modify or replace any part of this Agreement (including the description of the Subscription levels), without prior notice. You agree that we may notify you of any updated Agreement (including the description of the Subscription levels) by posting them on the Site so that they are accessible via a link from the Subscriptions Details page, and/or to send you an e-mail to the last e-mail address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of Agreement updates or modifications. If you object to any such changes, your sole recourse is to cancel your Subscription.
11. Severability. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.
12. No Waiver.Waiver of any breach shall not be deemed to be a waiver of any other breach of the same or of any other provision hereof.
13. Notice. Any notice sent to Seasonglass hereunder shall be sent by e-mail to info@seasonglass.com. Seasonglass shall send any notices directed to you to the e-mail address you provide in the form completed in connection with the purchase of this Subscription.

• BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS ENTIRE AGREEMENT INCLUDING ALL OF ITS TERMS AND CONDITIONS AND THAT YOU ARE 18 YEARS OF AGE OR OLDER, AND THAT YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND ARE BOUND BY THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS, PLEASE LEAVE THIS SITE.

 

ANNEX A

SUBSCRIPTION LEVELS

 

 

Level 1 - AHAE COMPLETE

 

DESCRIPTION - Subscribers can choose from all photographs from the Through My Window Project made available now and in the future by Seasonglass, at its discretion, to produce Custom Prints and Custom Products.  Subscribers will also enjoy exclusive annual benefits.  

 

Fees[1]

• Monthly Subscription fee: $459.99 per month + applicable sales tax²
• After making 60 months of consecutive monthly payments under this Level, subscribers will become “Premium Subscribers”. The current monthly Subscription fee for Premium Subscribers is $10 per month + applicable sales tax.²
• Payment
  • Credit card – automatic payment
  • **YOUR CREDIT CARD WILL BE AUTOMATICALLY CHARGED THE THEN-CURRENT APPLICABLE MONTHLY SUBSCRIPTION FEE EACH MONTH UNTIL YOU CANCEL YOUR SUBSCRIPTION. YOU CAN CANCEL YOUR SUBSCRIPTION BY VISITING YOUR SUBSCRIPTION PAGE AND SELECTING THE UNSUBSCRIBE OPTION. CANCELLATION WILL TAKE EFFECT THE DAY OF THE NEXT SCHEDULED PAYMENT, BEFORE SUCH PAYMENT IS CHARGED.
  • ALL PAYMENTS ARE NONREFUNDABLE

¹All fees are subject to change at Seasonglass’ discretion, upon e-mail notification to subscribers (including Premium Subscribers).

²Subscription fees do not include taxes.

 

Benefits

• Special pricing on prints and products with any photograph from the Through My Window Project made available by Seasonglass, at its discretion.
  • 20% off Unlimited Archival Artworks
  • 30% off Ahae Products
  • Special pricing on all Custom Products and Custom Prints depending on nature and size of order
  • Special pricing not applied to Limited Edition Artworks and Limited Edition Products
• Exclusive annual benefits, including special deals on merchandise, events and programs offered by corporate partners of Seasonglass.
• With purchase of a Limited Edition Artwork, receive (1) up to $500 off of shipping and handling costs and (2) a complimentary gift inkjet print of your choice of image from all publicly available photographs from the Through My Window Project. Gift print size varies depending on the purchased artwork.
• With purchase of a Limited Edition Product, receive up to $500 off of shipping and handling costs.
• Subscribers will receive any new Catalogs (limited quantity for general public).

 

 

 

Level 2 –  AHAE 10X

 

DESCRIPTION - Subscribers can choose any photograph from Portfolio AHAE 001_10X  to produce Custom Prints and Custom Products.  Subscribers will also enjoy exclusive annual benefits.  

 

Fees¹

• Monthly Subscription fee: $185.99 per month + applicable sales tax²
• After making 60 months of consecutive monthly payments under this Level, subscribers will become “Premium Subscribers”. The current monthly Subscription fee for Premium Subscribers is $10 per month + applicable sales tax.²
• Payment
  • Credit card – automatic payment
  • ** YOUR CREDIT CARD WILL BE AUTOMATICALLY CHARGED THE THEN-CURRENT APPLICABLE MONTHLY SUBSCRIPTION FEE EACH MONTH UNTIL YOU CANCEL YOUR SUBSCRIPTION. YOU CAN CANCEL YOUR SUBSCRIPTION BY VISITING YOUR SUBSCRIPTION PAGE AND SELECTING THE UNSUBSCRIBE OPTION. CANCELLATION WILL TAKE EFFECT THE DAY OF THE NEXT SCHEDULED PAYMENT, BEFORE SUCH PAYMENT IS CHARGED.
  • ALL PAYMENTS ARE NONREFUNDABLE

¹All fees are subject to change at Seasonglass’ discretion, upon e-mail notification to subscribers (including Premium Subscribers).

²Subscription fees do not include taxes.

 

Benefits

• Special pricing on items with any photograph from Portfolio AHAE 001_10X
  • 20% off Unlimited Archival Artworks
  • 30% off Ahae Products
  • Special pricing on all Custom Products and Custom Prints depending on nature and size of order
  • Special pricing not applied to Limited Edition Artworks and Limited Edition Products
• Exclusive annual benefits, including special deals on merchandise, events and programs offered by corporate partners of Seasonglass.
• With purchase of a Limited Edition Artwork, receive (1) up to $500 off of shipping and handling costs and (2) a complimentary gift inkjet print of your choice of image from Portfolio AHAE 001_10X. Gift print size varies depending on the purchased artwork.
• With purchase of a Limited Edition Product, receive up to $500 off of shipping and handling costs.
• Subscribers will receive any new Catalogs (limited quantity for general public).

 

 

 

Level 3 – AHAE L/V

 

DESCRIPTION - Subscribers can choose any photograph from Portfolio AHAE 001_L/V to produce Custom Prints and Custom Products.  Subscribers will also enjoy exclusive annual benefits.  

 

Fees¹

 

• Monthly Subscription fee: $149.99 per month + applicable sales tax²
• After making 60 months of consecutive monthly payments under this Level, subscribers will become “Premium Subscribers”. The current monthly Subscription fee for Premium Subscribers is $10 per month + applicable sales tax.²
• Payment
  • Credit card – automatic payment
  • ** YOUR CREDIT CARD WILL BE AUTOMATICALLY CHARGED THE THEN-CURRENT APPLICABLE MONTHLY SUBSCRIPTION FEE UNTIL YOU CANCEL YOUR SUBSCRIPTION. YOU CAN CANCEL YOUR SUBSCRIPTION BY VISITING YOUR SUBSCRIPTION PAGE AND SELECTING THE UNSUBSCRIBE OPTION. CANCELLATION WILL TAKE EFFECT THE DAY OF THE NEXT SCHEDULED PAYMENT, BEFORE SUCH PAYMENT IS CHARGED.
  • ALL PAYMENTS ARE NONREFUNDABLE

¹All fees are subject to change at Seasonglass’ discretion, upon e-mail notification to subscribers (including Premium Subscribers).

²Subscription fees do not include taxes.

 

Benefits

• Special pricing on items with any photograph from Portfolio AHAE 001_L/V
  • 20% off Unlimited Archival Artworks.
  • 30% off Ahae Products
  • Special pricing on all Custom Products and Custom Prints depending on nature and size of order
  • Special pricing not applied to Limited Edition Artworks and Limited Edition Products
• Exclusive annual benefits, including special deals on merchandise, events and programs offered by corporate partners of Seasonglass
• With purchase of a Limited Edition Artwork, receive (1) up to $500 off of shipping and handling costs and (2) a complimentary gift inkjet print of your choice of image from Portfolio AHAE 001_L/V. Gift print size varies depending on the purchased artwork.
• With purchase of a Limited Edition Product, receive up to $500 off of shipping and handling costs.
• Subscribers will receive any new Catalogs (limited quantity for general public).

 

 

DEFINITIONS OF TERMS

 

“Ahae Products” means products displaying images of Ahae’s photographs, produced according to specifications set by Ahae Press, Inc. (“Ahae Press”).  These products do not include Limited Edition Products.

 

“Artworks” means Limited Edition Artworks and Unlimited Archival Artworks.

 

“Catalog” means a booklet containing a list of a selection of Ahae’s photographs with thumbnail images.

 

“Custom Prints” means prints produced according to customized requests of subscribers.  These Custom Prints are not Artworks and do not include a signature seal or label.*

 

“Custom Products” means products produced according to customized requests of subscribers. These products include a broad range, e.g. mugs, t-shirts, posters, textiles, etc.*

 

“Limited Edition Artworks” fine-art photographic prints produced and framed using size and material guidelines set by Ahae Press.  Each print is produced in limited editions.  The Limited Edition Artworks have the Ahae signature label with the edition number and artwork title.

 

“Limited Edition Products” means products produced by Ahae Press in limited editions.

 

“Portfolio AHAE 001_10X” means all 547 photographs exhibited at all 10 exhibitions of Ahae’s photographs held during Ahae’s lifetime.

 

“Portfolio AHAE 001_L/V” means the 343 photographs exhibited at Ahae’s Louvre and Versailles exhibitions.

 

“Premium Subscriber” is a subscriber who has made 60 consecutive monthly payments of Subscription fees under his/her Subscription. 

 

“Through My Window Project” means all photographs taken by Ahae through his studio window from 2009 to 2014.

 

“Unlimited Archival Artworks” means fine-art photographic prints produced and framed using size and material guidelines set by Ahae Press.  These prints include the Ahae signature seal.

 

* Seasonglass reservesthe right to deny customizedorder requests for prints and products at its sole discretion, including without limitation requests it deemsinfeasible, harmful to the integrity of a digital image, or too similar in appearance to any Artwork.