User Terms & Conditions
USER TERMS & CONDITIONS
THESE USER TERMS & CONDITIONS (“Agreement”) are a legal agreement between you (“User”, “Visitor”, “you” or “your”) and Strangeloop Studios LLC dba Hypervoid, its subsidiaries and affiliates (“Hypervoid”, “we”, “us” or “our”). This is a legal document which sets out your rights and obligations, and those of Hypervoid (“we” or “us”), in relation to the use of www.Hypervoid.com or any web-based application that we may provide (collectively, the “Website”) and any other services offered by us through the Website. References to “Hypervoid” in this Agreement are to us, the Website, and/or the services available through the Website, according to the context.
USERS AND VISITORS
By accessing our Website, you accept that you are entering into a binding contract with us, which is governed by the terms and conditions contained herein. Visitors to Hypervoid who do not become Users (“Visitors”), but who nevertheless use the Website, acknowledge and agree that they are bound by this Agreement each time they access the Website.
WHAT WE DO
We provide a portal to view and display artwork in a digital format. We license digital artwork (“Artwork”) from artists (“Artists”). Users may “buy” the right to use digital Artwork subject to the terms and conditions hereof. This collectively hereinafter shall be referred to as our “Services.” We reserve the right to add or delete features as our website evolves and changes over time.
HOW BUYING ITEMS WORKS.
WHAT YOU ARE BUYING:
- b. Transacting as a buyer: When you buy an item you’re doing so on the following terms:
- You cannot cancel a completed purchase of an item;
- We and the authors do not promise that any particular item will continue to be available on the Website so you should download and save the item as soon as you buy it;
- Once you buy or download an item and the item has been paid for, you acquire a non-exclusive license to use the item under the terms set out in the license (non-exclusive means others might also license the same item);
- The author retains ownership of the item.
- a. What we own: We own or control all the Artwork that we have put on Website (unless otherwise stated and excluding content owned by others). This includes the design, compilation, and look and feel of the site, and copyright, trademarks, designs and other intellectual property on the Website and any related services. We own all the trademarks, logos, service marks and trade names (unless otherwise stated and excluding these things owned by others). You will not copy, distribute, modify or make derivative works of any of our intellectual property or use any of our intellectual property in any way not expressly stated in these terms.
- b. What we don’t own: We do not own the items on the Website; our authors do. We cannot take responsibility for the quality, safety or legality of the items. We do not promise that the items or any content, code, data or materials available on or via the Website do not infringe on the intellectual property rights of a third party. (Each author provides promises to you directly when you purchase their item.)
- c. Artist copyright: You expressly acknowledge and agree that the artist who created the Artwork continues to own the copyright in it, and has asserted its moral right to be identified as the author of the Artwork. Users purchase usage rights rather than the copyright in their Artwork. The terms and conditions under which we license Artwork from Artists are governed by the terms of a licensing agreement entered into with Artist.
Given the nature of digital content, a refund or credit on a purchase is not granted unless one of the promises given has been breached. If you would like to request a refund, please contact firstname.lastname@example.org.
We will assess refund or credit requests on their merits, considering the digital nature of the items on the Website and the type of item preview that was available before purchase. There is generally no obligation to provide a refund or credit in situations like the following:
- a. you have changed your mind about an item;
- b. you bought an item by mistake;
- c. you do not have sufficient expertise to use the item;
- d. you can no longer access the item because it has been removed (we advise you to download items as soon as you buy them to avoid this situation).
If we decide to issue a refund or credit, this will generally be done using the same manner used to make the purchase. If the item was bought using a particular payment method you will be refunded using the same payment method in reverse.
LIMITS ON OUR LIABILITY
We agree to use reasonable care to provide our Services in accordance with this Agreement. The foregoing notwithstanding, all Services provided by Us are provided on an “AS IS, WHERE IS” basis. We do not provide any warranties of merchantability or fitness for a particular purpose and shall have no obligation, duty or liability whatsoever in contract, tort, including but not limited to negligence, breach of statutory duty and any other tort, or otherwise, unless expressly provided in this Agreement. We shall have no liability other than for direct loss or damage, whether in contract, tort including but not limited to negligence, breach of statutory duty or other tort, or otherwise and whether caused by acts or omissions or that of our agents, directors, officers, shareholders, employees and subcontractors.
In the event that an Artwork is required to be removed from the Website for any reason, including but not limited to a judgment from any applicable governing body or, if in the opinion of counsel, it is necessary or desirable for us to do so, such that a User may no longer exercise its Usage Rights, you expressly acknowledge and agree that our aggregate liability to a User shall never exceed the purchase price paid for the Artwork, the foregoing being a User’s sole and exclusive remedy against us.
We, our agents, directors, officers, shareholders, employees and subcontractors will not be liable to a User, Visitor or any third party, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise (i) for any loss of revenue, data, business, anticipated savings, profits, opportunity, goodwill or reputation, or for any business interruption; or (ii) for any indirect, special or consequential loss damage, costs orother claims, howsoever caused or arising.
Notwithstanding anything contained herein to the contrary, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law. We shall not be liable for any failure to perform our obligations under this Agreement caused by matters beyond our reasonable control. The provisions of this Paragraph shall survive the expiration or earlier termination of this Agreement.
NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY, WE SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (i) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES PROVIDED HEREIN.
To the fullest extent permitted by law, you shall indemnify and hold is harmless together with our officers, directors, shareholders, employees, contractors, attorneys, agents and representatives from and against all claims, damages, losses and expenses of any kind including but not limited to attorney’s fees, arising out of or resulting from your performance or obligations under this Agreement caused in whole or in part by an negligent act or omission, including but not limited to any violation of the terms of this Agreement. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity, which would otherwise exist as to any party or person, described herein. You further covenant to pay, in advance, for any and all expenses or disbursements of any nature (including all attorneys’ fees and costs) incurred by us or our representatives for any loss or damage suffered as a result of or in connection to, any claims, judgments, proceedings or claim is established against it by any person in connection with anything done to fulfill the purposes and obligations under this Agreement or in the event any party brings an action against us based on your performance under this Agreement.
ASSIGNMENT OF THIS AGREEMENT
We reserve the right to assign this Agreement and to assign or subcontract any or all of our rights and obligations under this Agreement. Upon the assignee’s execution of a covenant directly with the User to perform our obligations under this Agreement, you agree that we shall thereupon be released from such obligations and there shall be deemed to be a renewal of this Agreement, on identical terms and conditions, between you and such assignee. You may not, without the express, prior written consent of us, assign or dispose of this Agreement or any of its rights and obligations hereunder.
CHANGES TO THESE TERMS & CONDITIONS
We reserve the right to change this Agreement from time to time, and post the new version on our Website. The new version of this Agreement will take effect on the date falling thirty (30) calendar days after the date of such posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you or immediately upon the date of posting or such later date as we indicate in the relevant posting, if the changes are not capable of adversely affecting you, examples of which would include, without limitation: (i) changing the name of or the web address (www.hypervoid.com) that you use to access our website, or (ii) the refinement of provisions that are already included or referred to in this Agreement. In either case, if you do not wish to be governed by the new version of this Agreement, you must send Us a Termination Notice and immediately cease to use our website. We shall not have any liability to you in such an event.
The expiration or termination of this Agreement shall not affect those provisions, and the rights and obligations therein, set forth in this Agreement which either, by their terms state, or evidence the intent of the parties, that the provisions survive the expiration or termination of the Agreement, or must, in fact, survive to give effect to the provisions of this Agreement.
If anyone contacts us in relation to the Artwork or a transaction associated with a User, or any related activity or communication, then the relevant User agrees to provide all reasonable information and assistance we may require in connection with responding to that contact and to respond promptly and accurately to it, should we pass the message to the User for a response.
This Agreement shall not render you an employee, partner, independent contractor, or joint venturer with us for any purpose. Nothing in this Agreement shall serve to cause either party to be liable for the acts or omissions of the other party as to any matter other than those specifically set forth herein.
This Agreement and all questions of interpretation, construction and enforcement hereof, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the State of California. In the event of a dispute between the Parties regarding the terms of this Agreement, prior to initiating any cause of action, the Parties hereby agree to submit any dispute to non-binding mediation. Venue for any legal proceedings shall be in Los Angeles County, California.
In the event any term or provision of this Agreement shall be held illegal, unenforceable or inoperative as a matter of law, the remaining terms and provisions of this Agreement shall not be affected thereby, but each such term and provision shall be valid and shall remain in full force and effect.
This Agreement shall be binding upon, and shall inure to the benefit of, the successors and assigns of the parties hereto. This Agreement embodies the entire agreement between the parties hereto and supersedes any and all prior agreements and understandings, written or oral, formal or informal. No modifications or amendments to this Agreement, of any kind whatsoever, shall be made or claimed by any party hereto, and no notices of extension, change, modification or amendment made or claimed by any party hereto shall have any force or effect whatsoever unless the same shall be endorsed in writing and fully signed by the party against whom enforcement is sought.
In the event of any dispute or litigation between the parties of this Agreement relating to or arising out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs.
The parties mutually represent and warrant that they have full power and authority to negotiate, execute and perform the terms and provisions of this Agreement.
The parties hereto acknowledge and agree that each is foregoing certain rights and assuming certain duties and obligations, which, but for this Agreement, would not have been foregone or assumed. Accordingly, the parties agree that this Agreement is fully and adequately supported by consideration and is fail’ and reasonable in all of its terms.
No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party against charged.