Online Photography Course Agreement
Terms and Conditions
This agreement is between Nikk Nguyen Photo, LLC, whose principal address is 111 Congress Avenue, Suite 400, Austin, TX 78701 (the “Company”) and any purchaser of online courses from the Company or any user of the Company’s website, educational services offerings, or other services (“Student”).
1. Course Description: The Course consists of instruction, presentation, practical knowledge, and examples regarding business practices for photography business owners. The Course does not contain any instruction on photography fundamentals or photography techniques.
2. Course Fee: The fee for the Course shall be as listed in the online order form and confirmation. Upon payment in full of the Course Fee or enrollment in an available payment plan (a “Payment Plan”), access to the Course shall be granted to the Student pursuant to Section 3 below. Payment of the Course Fee may be made by one of the following methods or additional methods as approved by the Company from time to time: Credit Card or PayPal
3. Access to Course: Upon completion of payment of the Course Fee, the Student will be granted access to the online Course materials on the Company’s website within twenty-four (24) hours. Once access is granted, the Student will have one year from the date and time access is granted to the Course to access and utilize the online Course content and materials. If a Student has enrolled in the Course using a Payment Plan, access to the Course is contingent upon Student’s continued timely payment of each payment in the Payment Plan for the Course.
4. Representations and Warranties: The Student’s use of the Course is AS IS, without warranty, and will result in no liability to Company as set forth in Section 11(B), Disclaimer of Representations and Warranties.
5. Age Requirement: The Student must be at least 13 years of age to sign-up for, participate in, or download materials related to the Course.
6. Intellectual Property Rights: The Course and all Course Materials, marketing and promotional materials, photographs, written material, derivative works, materials and works using the Company’s name and likeness, any fictitious names and all other works and materials produced during or in connection with the Course (the “Proprietary Works”) shall be the sole property of the Company. Student acknowledges and agrees that the Proprietary Works, including any derivative works, created by the Company shall be and irrevocably remain the exclusive property of the Company, and that the Student retains no rights to the Proprietary Works. The Speaker acknowledges that any copyright or any other intellectual property right in the Proprietary Works belongs exclusively to the Company. The Student acknowledges and agrees that the Company’s right to the Proprietary Works include, but are not limited to, the worldwide right to create derivative works, to use the Proprietary Works for commercial and noncommercial use, to publish and disseminate Proprietary Works, to license and sublicense the Proprietary Works to third parties, and to earn income and royalties from such uses of the Proprietary Works. Student acknowledges and agrees that the Company may edit, enhance, alter, change, or otherwise modify the Course in its sole discretion and that the Company’s ownership rights and rights to distribute materials as described above extend to any and all such modified materials. The Student also hereby waives all rights and claims and agrees to release and indemnify the Company from any claim or cause of action, whether now known or unknown, relating to the sale, display, license, and use of the Course or any Course materials.
7. Student License to Course Use: By purchasing the Course from the Company on this website, the Student is granted one revocable, worldwide, non-exclusive license to the Course purchased. The Student may not copy, reproduce, sell, perform, distribute, or make derivative works from the Course or the Proprietary Works. If the Student violates this license by giving or selling a copy of the Course to anyone, the Company reserves the right to invoice the Student for the licenses the Student has gifted to others and revoke the Student’s access to the Course permanently.
8. Refund Policy: Company may provide a refund to Student for the Course purchased if Student requests a refund within 30 days of purchase of the Course. Student must include a statement of the reason(s) why the Student is requesting a refund from Company for the Course and must have completed viewing of each and every video component of the Course and provide proof of viewing. Company will determine in its sole discretion if Student is entitled to a refund and notify the Student accordingly. If a refund is granted to the Student, Company shall notify its payment processor to issue the refund. The refund to Student will be processed according to the payment processor’s terms and conditions and may not be immediately available to Student. The issuance of a refund will immediately terminate the Student’s access to the Course.
9. Confidentiality: The parties agree to maintain the confidentiality of all the terms, conditions, and arrangements contained herein.
Earnings Disclaimer: Company makes no representations or warranties regarding income or financial benefits, nor guarantees of any kind regarding the potential income that can be generated as a result of Student’s participation or purchase of the Course, communications between the Company and Student, or, or use or any of Company’s products. Past results are not an indication or a promise of the Student’s results. There is no guarantee the Student will earn any money using any materials provided by the Company or from any of the skills presented in the Course.
Disclaimer of Representations and Warranties. Student’s access to the Course is at their sole risk. THE COURSE IS PROVIDED ON AN “AS IS” AND ‘WITH ALL FAULTS’ BASIS. Therefore, to the fullest extent permissible by applicable law, the Company, its affiliates, and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, successors, and assigns (collectively, the “Company Parties”) disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to the Course. THE COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, SYSTEM INTEGRATION, AND FREEDOM FROM ERRORS, COMPUTER VIRUSES, OR OTHER HARMFUL ELEMENTS.
12. Advertisements/Endorsements/Affiliates: The Company does not necessarily endorse or recommend any of the products, goods or services advertised on its website, or in the Course by affiliates or third parties.
13. Ambiguities: Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not apply in interpreting this Agreement.
14. Termination: Company may terminate this Agreement at any time during the Course Access Term by providing Student with 30 days’ prior written notice.
15. Indemnification: Student agrees to indemnify and hold harmless the Company, its officers, employees, and agents, from and against any and all actions, suits, damages, liability, or other proceedings which may arise in connection with the performance of this Agreement, including, but not limited to, those that may arise as a result of the actions of any third-party, and including but not limited to those that may arise as the result of the Company’s negligence.
16. Severability: If one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed being limited or reduced so as to apply with applicable law, provided such provision shall be construed as broadly as is permissible by applicable law.
17. Waiver: Any waiver of a Party’s rights under this Agreement must be in writing signed by such Party. No delay or failure to enforce any provision of this Agreement shall be construed as any single or continuous waiver of any Party’s rights hereunder.
18. Attorney Fees: In the event of suit or action is brought against either Party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing Party shall be entitled to reasonable attorney’s fees to be fixed by the trial court, and/or appellate court.
19. Venue & Jurisdiction: This Agreement shall be governed by the laws of the state of Texas without regard to its conflicts of law principles. The Parties agree that venue shall be in Travis County, Texas for any legal proceeding which may arise in connection with this Agreement. The Parties hereby irrevocably consent to the jurisdiction of the courts located in the State of Texas for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in state or federal courts located in the State of Texas in and for Travis County, which shall be the exclusive and only proper forum for adjudicating such a claim.
20. Entire Agreement: This Agreement contains the entire agreement between the Parties with respect to the Course and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.
21. Electronic Signature; Counterparts: This Agreement may be executed electronically and may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as a physical signature.