updated 02/07/2023
Please read the following general website Terms and Conditions (these “T&Cs”, “TOS” or “Agreement”) carefully before accessing the https://www.nikkiclosser.com/ websites (the “Site”), before registering an account on the Site (“Account”), reviewing any information or blog posts, submitting any comments to the Site or using the various Products offered for sale, as defined below, so that you (“Customer,” “User”) are aware of your legal rights and obligations with respect to Nikki Closser Photography, the Site and any of its affiliates, parents and subsidiaries (individually and collectively, “Nikki Closser Photography,” “the Company,” “we,” “us” or “our”).
1. Description of the Site: The Site is designed to allow users to view the Company descriptions of services and blog, receive newsletters with information and offers, and purchase related products, including but not limited to downloadable courses, files, and Company merchandise. The Site enables its customers, users and visitors (together “Customers”) to view information related to its various products and services, including but not limited to downloadable content, the sale of image files and other merchandise (together, the “Products”). The Company may also impose limits on certain Site services and features (together “Services”), limit any Products or Services, and restrict access to parts of the Site or to the entire Site in The Company’s sole and absolute discretion and without notice or liability to anyone.
These T&Cs apply to all Users of the Site. The Site may include proprietary and third party information, including but not limited to all products, pictures, reviews, labels and other information supplements, in textual, visual, audio, video or other digital formats offered via the Site.
Certain Company Products, including courses, may be provided through The Portrait Masters. For such Products, both these T&Cs and any applicable The Portrait Masters terms of service will govern the transaction.
2. IMPORTANT INFORMATION TO NOTE:
OUR BUSINESS CHANGES CONSTANTLY, AS DO THE COMPANY’S PRIVACY POLICY AND ANY RULES, REGULATIONS AND FAQ POSTED ON THE SITE, INCLUDING THESE T&CS. THE COMPANY MAY OR MAY NOT E-MAIL OR IN OTHER WAYS PROVIDE YOU WITH PERIODIC REMINDERS OF CHANGES TO THE COMPANY’S POLICIES, BUT IT IS YOUR EXPRESSED OBLIGATION TO CHECK THE SITE FREQUENTLY TO SEE IF THERE ARE ANY RECENT CHANGES TO ANY OF THE COMPANY’S POLICIES OR THESE T&CS. THE COMPANY RESERVES THE RIGHT TO REVISE THESE T&CS AT ANY TIME WITHOUT PROVIDING NOTICE. YOUR CONTINUED USE OF THE SITE AND THE SERVICES (AS HEREINAFTER DEFINED) SHALL BE DEEMED AN IRREVOCABLE ACCEPTANCE OF ANY SUCH REVISIONS.
BY ENTERING YOUR EMAIL ADDRESS AND MAILING ADDRESS ON THIS SITE, YOU AGREE TO RECEIVE FREE CONTENT AND PROMOTIONAL OFFERS FROM THE COMPANY. USER ACCESS TO THE SITE IS VOID AND UNAUTHORIZED WHERE PROHIBITED BY APPLICABLE LAW OR REGULATION.
4. International Site Access: Customers from countries other than the United States are advised not to disclose personal information unless they consent to having their information used as set forth in this Site’s Privacy Policy. Access to the Site is void where prohibited.
5. Term and Termination: The Company may decide at any time in its sole and absolute discretion whether to remove or terminate a Customer’s access to the Site, its Services or any Product, for any reason, including but not limited to violations of these T&Cs. The Company may or may not provide notice to you of such termination through any reasonable means including, but not limited to, sending notice to you at the e-mail address that you provided during or subsequent to registration or purchase. Such termination is effective when executed by The Company or upon transmittal by us. However, your obligations of indemnification pursuant to these T&Cs shall survive any termination or the cancellation of Account.
Withdrawal of consent or request to have your Account terminated will have no effect on the legal validity or enforceability of these T&Cs for the time period prior to your request and during the time period needed for The Company to reasonably act to comply with your request.
Unless otherwise stated in writing, the relationship between Customer and The Company shall continue indefinitely.
6. Content on Site: All information provided on the Site is believed to be accurate at the time of publication. Please note that we may display an image of only one of the Product sizes, as images for all sizes may not be available.
You may access such information solely:
For your general information and personal use; and
As intended through the normal functionality of the Site.
THIS SITE MAY INCLUDE CONTENT PROVIDED BY THIRD PARTIES AND CUSTOMERS. THE COMPANY IS A DISTRIBUTOR OF SUCH CONTENT AND NOT ITS PUBLISHER.
The information provided in or through this Website is for educational and informational purposes only and solely as a self-help tool for your own use
7. Proprietary Rights of Content: The content on the Site, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, and interactive features, (the “Content”) and the trademarks, service marks and logos contained therein (the “Marks”), are owned by or licensed to The Company, subject to all intellectual property rights, including but not limited to trademark, copyright, licensing, patent, trade secret and other proprietary rights laws. The copying, redistribution or publication by you of any part of the Site, Services or Products is strictly prohibited. You do not acquire ownership rights to any Content, Marks, Products or other materials viewed at, on or through the Site, Services or Products. The posting of information or material at or on the Site by The Company does not constitute a waiver of any right in such information and materials. All images, text, design and layouts are copyright protected under the Federal Copyright Law and are the sole property of The Company or its licensors. No form of reproduction of these images and photographs, including downloading, copying or saving of digital image files is authorized without the express written consent of The Company.
8. License Grant: Company grants to the User a non-exclusive, non-transferable, revocable and limited license to access and use the Site (and its associated content), Products or Services in accordance with this Agreement. The Company retains the right to terminate this license, without notice, in The Company’s sole and absolute discretion, at any time for any reason whatsoever. The Company also reserves any rights not explicitly granted in these T&Cs.
No part of the Site, Products or Services may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Products or Services, or any portion thereof. You may not use any device, software or routine to interfere, or attempt to interfere, with the proper functioning of the Site, Products or Services. You may not take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure.
Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Submissions or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing The Company’s Copyright Agent (defined below) with the following information in writing (see 17 U.S.C. 512(c)(3) for more detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The Company’s designated Copyright Agent to receive notifications of claimed infringement is: Copyright Agent c/o [agent name], [email address]. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
9. Privacy: Your privacy is very important to us. To better protect your rights, The Company has provided you with The Company’s Privacy Policy, which may change from time to time, without notice, to explain The Company’s privacy practices. To read The Company’s Privacy Policy, please use the link provided on the Site’s home page.
10. Indemnification: You agree to indemnify, defend and hold The Company, and its subsidiaries, affiliates, officers, parent companies, agents, co-branders or other partners, employees, heirs, and assigns (each a “Covered Party”), harmless, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, attorneys’ fees and other dispute resolution expenses) incurred by any Covered Party or other third party and arising out of, (i) your use or misuse of the Site, its Services or the Products, or (ii) arising from your violation or breach of any term of these T&Cs or any policies, rules or guidelines referenced herein.
11. Warranties: You expressly agree that access or use of the Site or its Services is at your sole risk. The Site and Services are provided on an “AS IS” and “AS AVAILABLE” basis, without any express or implied warranty of any kind, including, but not limited, non-infringement of intellectual property. The Site and Services may contain bugs, errors, problems or other limitations.
The Company and the Covered Parties have no liability whatsoever for your use of, or inability to use, the Site, Services or Products to the fullest extent permitted by applicable law. The Company and the Covered Parties are not liable to you or to any third party for any indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages.
The negation of damages set forth above is a fundamental element of the basis of the bargain between you and The Company. The Site, Services and Products would not be provided to you without such limitations. No advice or information, whether oral or written, obtained by you from The Company through the Site or Services shall create any warranty, representation or guarantee not expressly stated in this Agreement. The Company is not responsible to you or any third party, without limitation, for: 1) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to or alteration of, Customer's communications; 2) the conduct of any Customers, whether online or offline; 3) any computer virus or other malicious, destructive or corrupting code, agent, program or macros; or 4) any infringement of another’s rights, including intellectual property rights.
The Company shall not be liable to you for any Products, Content or information available supplied by third parties, even if obtained through the Site or Services. If you are dissatisfied with the Site, Services or with this Agreement, your sole and exclusive remedy is terminated access and discontinued use of the Site and Services.
THE COMPANY MAKES NO WARRANTY THAT (I) THE SITE OR ANY INFORMATION THEREIN WILL MEET ANY PARTICULAR REQUIREMENT OR EXPECTATION, (II) THE SITE ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR PRODUCTS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY, ACCURACY, LIKELY RESULTS OR RELIABILITY OF ANY PRODUCTS, SERVICES, ARTICLES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Third-party Websites: The Site may contain links to other websites owned and operated by The Company, as well as links, banner advertisements, pop-ups or other online methods to redirect you to other third-party websites not owned or controlled by The Company. The Company has no control over, and assumes no responsibility or liability for, the content, privacy policies, or practices of any third-party site. By using the Site, you expressly relieve The Company from any and all liability arising from your use of any third-party website. Furthermore, The Company does not endorse, and is not responsible or liable for, any content, advertising, services, products or other materials at or available through such third-party websites or resources, or for any damages or losses arising therefrom.
Accordingly, you are encouraged to be aware when you leave the Site and to read the terms and conditions and privacy policies of each other website that you visit. You will bound by the terms and conditions, policy policies, and rules and regulations of any The Company or third-party website you access through the Site.
12. Miscellaneous: Should any part of this Agreement be held invalid or unenforceable, that portion shall be revised to the extent that is possible to carry out the parties’ intent. If such revision is not possible, that portion shall be severed and the remaining portions shall remain in full force and effect. To the extent that anything in, or associated with, the Site or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.
The Company’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision, or any other provisions in this Agreement.
You expressly authorize The Company to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.
The titles and subtitles used in this Agreement are used for convenience only and shall not be considered in the interpretation of this Agreement.
This Agreement and any exhibits attached hereto constitute the entire agreement of The Company’s Terms of Service and supersede all prior agreements between you and The Company with respect to the Site, Services and Products provided herein.
13. Legal Warning: Any attempt by any individual, whether a Customer's or otherwise, to damage, destroy, tamper with, vandalize or otherwise interfere with the operation of the Site or Services, is a violation of criminal and civil law. The Company will diligently pursue all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.
14. Taxes: You agree to pay all taxes, duties and other charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges. In addition, you will remain responsible for any taxes that may be applicable to your purchases made through the Service, including any district taxes in your jurisdiction.
15. Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS OTHERWISE PROHIBITED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE, SERVICES OR PRODUCTS; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, OFFERS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE, SERVICES OR PRODUCTS; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (V) USE, CONSUMPTION, OR PURCHASE OF PRODUCTS SOLD BY [WEBSITE URL] OR THE COMPANY; (VI) ANY OTHER MATTER RELATING TO THE SITE, PRODUCTS OR SERVICES. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT OF PURCHASES MADE THROUGH THE SITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE, SERVICES OR PRODUCTS.
16. Governing Law and Dispute Resolution:
This Agreement shall be treated as though it were executed and performed in the State of Michigan, USA and shall be governed in all respects by the laws of the State of Michigan without regard to its conflicts of laws provisions.
Before resorting to the formal dispute resolution steps listed below, The Company requires you to first contact us directly to seek a resolution by sending an email to info@nikkiclosser.com.com. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall first be submitted to mediation in Washtenaw County, Michigan, by a mediator appointed by The Company. Both parties will share the costs of mediation. If the dispute is not resolved after attempted mediation in good faith, the matter shall be settled by a district court in Washtenaw County, Michigan.
Except as otherwise provided in this Agreement or prohibited by law, the parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement will be resolved by arbitration in Bolivar County, Mississippi in accordance with the Federal Arbitration Act (“FAA”) and the rules of the American Arbitration Association (“AAA”) that are in effect at the time of this Agreement. If there is a conflict between the applicable AAA Rules and this Agreement, this Agreement will govern. Any award shall be final, binding and conclusive upon the parties. A judgment upon the award rendered may be entered in any court having jurisdiction thereof in Michigan. Any lawsuits stemming from this Agreement shall be filed and heard in the District Court of Washtenaw County, Michigan. CONSENTING TO ARBITRATION MEANS THAT YOU WAIVES YOUR RIGHT TO A JURY TRIAL. ARBITRATION MUST BE CONDUCTED ON AN INDIVIDUAL BASIS. AS A RESULT, NEITHER PARTY MAY (I) JOIN OR CONSOLIDATE CLAIMS RELATED TO THIS AGREEMENT IN ARBITRATION BY OR AGAINST OTHER PARTIES; (II) LITIGATE IN COURT A CLASS ACTION OR OTHER LAW SUIT; OR (III) ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
Notwithstanding the foregoing, you acknowledge that violation of these Terms and Conditions may cause Company to suffer immediate and material irreparable harm with incalculable damages that would be inadequately remedied by money damages. In response to such violations, Company may seek immediate equitable relief against you, including, but not limited to, specific performance, temporary restraining order and injunctive relief, without first pursuing informal resolution or mediation.
17. Typographical Errors: In the event a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or Product information received from a supplier, The Company shall have the right to refuse or cancel any orders placed for Product listed at the incorrect price. The Company shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, The Company shall immediately issue a credit to your credit card account in the amount of the charge.
