Updated November 11, 2011
1. Binding Legal Agreement
A. These terms of service (the “Terms of Service”) are a binding legal agreement between you and Studio SSS, LLC (“Studio SSS”) regarding your use of any sites owned by Studio SSS, including but not limited to this website, any affiliated They Draw and Cook™ website (collectively, the “Websites”) and any products or services available from the Websites. Please read the Terms of Service and any linked information carefully.
B. By accessing or using the Websites, you signify your agreement to comply with these Terms of Service (including those available by hyperlink), the Privacy Notice and the Community Guidelines incorporated herein and made a part hereof by this reference, and all applicable local, national, and international laws and regulations. The Terms of Service apply to all users of the Websites, whether or not you contribute any content, such as graphics, drawings, pictures, photos, illustrations, recipes, commentary, information or other materials or services on or to the Websites. If you do not agree to any and all of these terms and conditions, you are not authorized to use the Websites and therefore please do not do so.
C. Studio SSS, in its sole discretion, may modify, amend, or revise the Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Although we may attempt to notify you if, and when, major changes are made to the Terms of Service, it’s your responsibility to review these Terms of Service for any changes. Your use or accessing of the Websites following any modification, amendment or revision of these Terms of Service will signify your assent to, and acceptance of, its revised terms.
D. Studio SSS reserves the right to discontinue any aspect of the Websites or services at any time.
E. Nothing in the Terms of Service shall be deemed to confer any third-party rights or benefits.
2. Content and User Submissions, Defined
A. Illustrations, drawings, graphics, photos, images, and/or any other pictorial or other content including without limitation, text, software, scripts, graphics, photos, sounds, music, audio, visual, audio-visual, effects, pictures, illustrations, recipes, commentary, interactive features and the like (“User Graphics”) and/or recipes, commentary and/or any other textual content (“User Recipes”) submitted by you or others to Studio SSS are collectively referred to as “User Submissions”.
B. Any content on the Websites, other than User Submissions, including without limitation, the text, software, scripts, graphics, photos, sounds, music, audio, visual, audio-visual, effects, pictures, illustrations, recipes, commentary, interactive features and the like is referred to as “Content,” and the trademarks, service marks and logos contained therein are referred to as (“Marks”).
3. Permissions and Restrictions for your Use of Websites
Studio SSS hereby grants you a revocable, non-transferable, and non-exclusive permission to access and use the Websites as set forth in these Terms of Service, provided that:
A. You comply with the terms and conditions of these Terms of Service (including those available by hyperlink), the Privacy Notice, the Community Guidelines and all applicable local, national, and international laws and regulations; and,
B. You agree not to:
1. Distribute, use, copy, reproduce, transmit, broadcast, sell, license, download, or otherwise exploit any part of the Websites (including but not limited to Content and User Submissions) in any medium, other than as expressly permitted herein without Studio SSS’ prior written consent, including any use, copying, or distribution of User Submissions obtained through the Websites for any commercial purposes.
2. Alter or modify any part of the Websites, including but not limited to Studio SSS’ technologies.
3. Access User Submissions or Content through any technology or means other than as authorized by the Terms of Service or a written agreement between you and Studio SSS.
4. Circumvent, disable or otherwise interfere with security-related features of the Websites or features that prevent or restrict use or copying of any Content and User Submissions or that enforce limitations on use of the Websites or the Content and User Submissions therein.
5. Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Websites in a manner that sends more request messages to the Studio SSS servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Studio SSS grants the operators of public search engines permission to use spiders to copy materials from the Websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Studio SSS reserves the right to revoke these exceptions either generally or in specific cases.
6. Impersonate any person or organization.
7. “Stalk” or harass any other user.
8. Collect or harvest any personally identifiable information from the Websites, use the communication systems provided by the Websites for any commercial solicitation purposes, or solicit, for commercial purposes, any users of the Websites with respect to their User Submissions.
9. Use the Websites for any commercial use without the prior written consent of Studio SSS. Prohibited commercial uses include, but are not limited to, any of the following actions taken without Studio SSS’ express written consent:
- a. Sale of access to the Websites, Content, User Submissions, or services via another website or medium (such as a mobile application);
- b. Use of the Websites, Content, User Submissions or services for the purpose of gaining advertising or subscription revenue;
- c. The sale of advertising, on the Websites or any third-party website, targeted to the content of specific User Submissions or the Content;
- d. Any use of the Websites, Content, User Submissions or services that Studio SSS finds, in its sole discretion, has the effect of competing with or displacing the market for the Websites, Content or User Submissions.
4. Use of Content and User Submissions
You may access Content, User Submissions and Website services only as permitted under the Terms of Service. In addition to the general restrictions above, the following specific restrictions and conditions apply to your use of Content and User Submissions on the Websites.
A. The Content on the Websites, the Marks and the User Submissions, are owned by, or licensed to, Studio SSS, subject to copyright and other intellectual property rights under the law. Content on the Websites is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, published, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Studio SSS and/or the respective owners. Studio SSS reserves all rights not expressly granted in and to the Websites, the Content and the Marks.
B. User Submissions are made available to you “as is,” for your information and personal use and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Website or otherwise as expressly authorized under the Terms of Service.
C. You understand that when using the Websites, you will be exposed to User Submissions from a variety of sources, and that you may be exposed to User Submissions that are inaccurate, offensive, unpalatable, inedible, unsafe, poisonous, indecent, or objectionable. You further understand and acknowledge that Studio SSS is not responsible for the accuracy, usefulness, safety, taste, palatability, results, or intellectual property rights of or relating to such User Submissions and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Studio SSS with respect thereto, and agree to indemnify and hold Studio SSS, its owners, operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Websites.
D. Studio SSS does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Studio SSS expressly disclaims any and all liability in connection with User Submissions.
5. Your Representations & Warranties and Grant of License
A. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You understand that whether or not such User Submissions are published, Studio SSS does not guarantee any confidentiality with respect to any User Submissions.
B. You hereby affirm, represent, and warrant that: You are the sole creator of your User Submission(s) and the sole owner of the rights herein granted, or you own or have all the necessary licenses, rights, consents, and permissions to use and authorize Studio SSS to use all patent, trademark, trade secret, copyright or other intellectual property (including privacy, personality and publicity rights) or proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Websites and the Terms of Service. You further represent and warrant that you have no reason to believe that your User Submission infringes or violates any copyright, right of privacy, personality, publicity or other right of any person or entity. You agree to indemnify Studio SSS, its affiliates, officers, shareholders, members, directors, publishers, licensees, sublicensees, representatives, and transferees for any breach of the above representations and warranties.
C. FOR AVOIDANCE OF DOUBT, YOU RETAIN OWNERSHIP OF ALL COPYRIGHTS YOU MAY HAVE IN YOUR USER SUBMISSION, AS WELL AS IN ANY DERIVATIVE WORKS THERETO. However, subject to the provisions of Section 5 D below, by submitting User Submissions to Studio SSS, you hereby grant Studio SSS the perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, adapt, modify, edit, crop, flip, resize, animate or otherwise manipulate, sell, reproduce, repurpose, publish, syndicate, merchandise, advertise, promote, distribute, offer and sell subscriptions, grant permissions, transmit, prepare derivative works of, display, and perform the User Submissions, in whole or in part, for any purpose whatsoever, and to incorporate User Submissions in other works in any form, combination, media, or technology now known or later developed. Any combination or compilation of User Submissions, in any form, format or media, whether now known or later developed, shall be defined as a “Collective Work.” The foregoing license shall be broadly construed, and shall include, without limitation the right to:
(i) promote, exploit and redistribute part or all of the User Submissions (and derivative works thereof) in any form, media, media formats, including without limitation, digital, internet, online, linear, non-linear and computer, and through any medium or media channels, including without limitation, digital, internet, online, linear, non-linear and computer, currently known or unknown;
(ii) incorporate the User Submissions on tangible products (e.g., prints, calendars, mugs, clothing and tea towels) and intangible products (e.g., mobile, telephone, software, web and other applications (“Applications”)) for resale, subscription or otherwise; and,
(iii) use the User Submission for marketing, promotional, advertising, subscription or any other income generating purposes, whether to promote the Website, other Studio SSS products or services, or third party products or services. To the extent necessary for Studio SSS to exercise its rights under the foregoing license, you hereby grant Studio SSS a perpetual, non-exclusive, royalty-free and irrevocable license to exploit any personality, publicity, or privacy rights in and to the User Submissions and in your likeness as contained therein. You also hereby grant each user of the Website a non-exclusive license to access your User Submission through the Websites, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Websites and under the Terms of Service. For clarity, you acknowledge that Studio SSS cannot guarantee that Studio SSS will actually use or distribute the User Submission as contemplated herein.
D. In consideration of the rights granted by these Terms of Service to Studio SSS, you shall be entitled to the following:
1. If your User Submission (and/or a derivative work thereof) is published in a book, whether print or digital (e-book), that is licensed, sublicensed, sold, distributed or published by Studio SSS (a “Book”), Studio SSS shall (a) provide you with a free copy of the Book, with no shipping or handling charge; and, (b) promote your contribution by making commercially practicable efforts to include your credit (name, city, state, country and web address) in every copy of the Book and/or on the Website.
For avoidance of doubt, you acknowledge that this perpetual, worldwide, royalty-free license is irrevocable and you will not be entitled to any royalties or other payment as a result of any efforts by Studio SSS to exploit your User Submission for Books or any promotional activities related thereto or to the Website.
2. If your User Submission (and/or a derivative work thereof) is incorporated in or on any “Licensed Products” as that term is defined in Section 5 (D)(2)(c) below, Studio SSS shall pay you the following on a yearly basis:
- a. Fifty percent (50%) of the Net License Income (defined in 5 (D)(2)(d) below) received by Studio SSS for any Licensed Product that uses or incorporates only your User Submission;
- b. A pro rata portion of fifty percent (50%) of the Net License Income received by Studio SSS for any Licensed Product that uses or incorporates your User Submission as part of a Collective Work. For example, if your User Submission is incorporated in a Licensed Product, such as a 12 month calendar, along with 11 other User Submissions, Studio SSS shall pay you one twelfth (1/12) of fifty percent (50%) of the Net License Income actually received by Studio SSS for that calendar. In the event a Collective Work incorporates User Submissions in different ways, degrees or concentrations, or a clear pro rata division is impractical, Studio SSS shall determine, in its sole discretion, the pro rata share for each respective User Submission.
- c. Licensed Products are determined at the sole discretion of Studio SSS and are limited to the following tangible consumer products: Stationery, envelopes, art prints, decals, albums, bookmarks, bumper stickers, coasters, planners, paper napkins, paper plates, paper cups, gift bags, file cards, flash cards, flip books, food wrappers, pens, guest books, paper hand towels, magnetic boards, posters, banners, signs, placemats, table cloths, paperweights, party ornaments, pens & pencils, pen & pencil cases, pushpins, stickers, temporary tattoos; items of wearing apparel; tote bags, hand bags & luggage; computer and mobile phone accessories such as mousepads and skins; textile and fabric goods such as blankets, throws, sheets, pillowcases, and towels; magnets & metal signs; housewares, cookware, glassware and beverageware; fashion accessories, toys, board games; and food and beverages. For the avoidance of doubt, Licensed Products do not include any other tangible product or services; media of any kind; intangible products or services of any kind, including but not limited to Applications, and other than the above-listed Licensed Products, you will not be entitled to any royalties or other payment as a result of any efforts by Studio SSS to exploit any User Submissions in any manner.
- d. Net License Income means all revenue actually received by Studio SSS and attributable, in Studio SSS' sole judgment to the Licensed Product, less all bona fide costs and expenses related to exploitation of the Licensed Product, including but not limited to its design, manufacture, sale, license, distribution, promotion, advertising, etc. Any such bona fide costs shall be determined at the sole discretion of Studio SSS and the determination by Studio SSS is final.
- e. Studio SSS shall make payments due on Licensed Product within ninety (90) days after the end of the calendar year in which payment for Licensed Product is received by Studio SSS (“Calendar Year”).
- f. You shall be solely responsible for the payment of all taxes on any monies paid to, or otherwise received by you, from Studio SSS.
- g. Studio SSS shall keep accurate books of account and records covering all transactions relating to the license(s) granted hereunder and shall either e-mail you, or make available on the Website, reports and/or statements based on those books, within ninety (90) days after the end of the Calendar Year (“the “Reporting Period”), such determination to be made in the sole discretion of Studio SSS. Reports shall show with respect to all Licensed Product distributed and sold by Studio SSS during the preceding Reporting Period the: (i) number of units; (ii) description of items sold; (iii) revenue attributable to the Licensed Product; and (iv) deductions from revenue attributed to the Licensed Product. Reports, if posted on the Website, shall be accessible only by those entitled to such Reports and you agree to keep all Reports, accountings and records strictly confidential. No audit rights are granted by the Terms of Service and Studio SSS shall resolve any dispute relating to this Section 5 D, including but not limited to any payments, other consideration and/or credits due, in its sole discretion and the determination of Studio SSS shall be final.
For avoidance of doubt, you acknowledge that this perpetual, worldwide license is irrevocable and other than the consideration specified in this Section 5 D for Books and Licensed Products, you will not be entitled to any royalties or other payment as a result of any efforts by Studio SSS to exploit any User Submissions in any manner.
- h. Studio SSS shall promote your contribution by making commercially practicable efforts to include your credit on Licensed Product, its packaging or on the Website.
3. No casual or inadvertent failure by Studio SSS or any third party to comply with the credit or payment provisions of this Section 5 D shall constitute a breach of this the Terms of Service, provided that Studio SSS shall use reasonable efforts to cure any such failure promptly following written notice thereof to the address of Studio SSS as set forth above (with confirmation copy to email@example.com) unless notification of a change of address is given in writing. All other matters with respect to the credit and/or payment to be accorded to you shall be within Studio SSS’ sole and complete discretion.
E. Upon the request of Studio SSS, and at Studio SSS’ cost, you shall promptly execute and deliver to Studio SSS such documents, assignments, releases, licenses and instruments as may be required or appropriate to effectuate completely the Terms of Service, including without limitation any and all such additional instruments that may be required or requested by, or otherwise appropriate for filing with, the U.S. Copyright Office, U.S. Trademark Office, U.S. Patent Office or any other U.S. or foreign governmental body or entity to protect the User Submission, Content and/or Website and/or document or evidence any of the matters set forth in the terms of Service.
F. You acknowledge and agree that Studio SSS may register and enforce the copyright in the User Submission in your name and that Studio SSS, or its members, shall have the exclusive right to register and enforce the copyright in any tangible or intangible products or media incorporating the User Submission(s), including but not limited to any Licensed Products, Collective Works, Books and Applications in the name of Studio SSS or one or more of its members.
G. You understand and acknowledge that you are an independent contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms of Service.
H. If you provide feedback to us regarding the Websites, Content, or User Submissions (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback for any purpose. Notwithstanding anything to the contrary contained herein, in the event Studio SSS determines in its sole discretion that your feedback constitutes a User Submission, that feedback shall be treated as a User Submission, subject to the terms and conditions of these Terms of Service.
I. The Websites may contain links to third party websites that are not owned or controlled by Studio SSS. Studio SSS has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using the Websites, you expressly relieve Studio SSS from any and all liability arising from your use of any third-party website.
6. Termination Policy
You may terminate your use of the Website at any time. Studio SSS may suspend or terminate your access to the Websites or terminate these Terms of Service, at any time, for any reason. If Studio SSS suspects that you have violated any provision of these Terms of Service, Studio SSS may also seek any other available legal remedy. Your rights under these Terms of Service will terminate automatically if you breach any part of these Terms of Service. You remain solely liable for all obligations related to use of the Websites, even after you have stopped using the Websites.
7. Copyright Infringement
Studio SSS does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Studio SSS will remove all Content and User Submissions if properly notified in a manner consistent with law and Studio SSS’ Copyright Infringement Notification policy that such Content or User Submission infringes on another’s intellectual property rights. Studio SSS reserves the right to remove Content and User Submissions without prior notice.
A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. 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;
3. 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;
4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
5. A statement that you have 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,
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Studio SSS’ designated Copyright Agent to receive notifications of claimed infringement is: Attention: Copyright Agent Studio SSS, LLC 13 Steepleview Drive Hudson, OH 44236 You acknowledge that if you fail to comply with all of the requirements of this Section 7(A) your DMCA notice may not be valid.
B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent: 1. Your physical or electronic signature; 2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; 3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and, 4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Cleveland, Ohio and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, Studio SSS may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Studio SSS’ sole discretion.
C. Repeat Infringers. Studio SSS will terminate the access privileges of any user whom it deems, in its sole authority, has repeatedly infringed the copyright rights of others.
8. Warranty Disclaimer
You agree that your use of the Websites or the products and services available therein shall be at your sole risk. The Websites, Content, User Submissions, and any products or services available on the Websites are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Studio SSS, its managers, members, employees, licensors, suppliers, and agents disclaim all warranties, express or implied, in connection with the Websites and your use thereof, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose. Studio SSS makes no warranties or representations about the accuracy or completeness of the Websites’ Content or the content of any sites linked to these Websites and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Websites and the products and services available therein, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Websites, (iv) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through our Websites by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Websites. Studio SSS does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through any hyperlinked websites or featured in any banner or other advertising, and Studio SSS will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.
9. Limitation of Liability
In no event shall Studio SSS, its managers, members, employees, licensors, suppliers, or agents, be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever resulting from your access to or use of the Websites, Content, User Submissions or the products and services available on the Websites. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. The maximum total liability of Studio SSS, its managers, members, employees, licensors, suppliers, or agents to you for any claim under these Terms of Service, whether in contract, tort, or otherwise, is $100.00 and, in the event of any breach by Studio SSS of these Terms of Service, User shall be limited to User's remedy at law for these monetary damages, if any, and shall not have the right to terminate or rescind the licenses granted herein or to in any way enjoin or restrain Studio SSS’ exploitation of the User Submissions. Each provision of the Terms of Service that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under this agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of the Terms of Service. The limitations in this Section 9 will apply even if any limited remedy fails of its essential purpose. The Websites are controlled and offered by Studio SSS from its facilities in the United States of America. Studio SSS makes no representations that the Websites are appropriate or available for use in other locations. Those who access or use the Websites from other jurisdictions do so at their own volition and are responsible for compliance with their local law.
You agree to defend, indemnify and hold harmless Studio SSS, its managers, members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Websites; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party rights, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party or to Studio SSS. This defense and indemnification obligation will survive these Terms of Service and your termination of use of the Websites.
12. Paid Products and Services
Some of our Websites allow you to purchase products and services from Studio SSS or its suppliers. You will be asked to provide billing information (e.g., your credit card information) and to authorize a charge to your credit card for the applicable fees, taxes and shipping, as applicable. Generally, charges associated with your purchase of Studio SSS’ products and services will appear on your credit card bill as Studio SSS. You represent and warrant that you have the right and authority to charge payment to the account associated with the credit card information you submit. If you have any questions about a purchase you made on our Websites and the corresponding credit card charges, please contact us at firstname.lastname@example.org. All sales are subject to Studio SSS’ Terms of Sale, which are incorporated herein by reference in their entirety.
13. Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess the consent of your legal parent or guardian, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Studio SSS without restriction.
By using the Websites, you consent to receiving electronic communications from Studio SSS. These communications will include notices about your account and information concerning or related to the Websites and/or Studio SSS products and services. You agree that any notice, agreement, disclosure or other communication that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
16. Governing Law, Arbitration and Statute of Limitations
These Terms of Service shall be governed by the laws of the State of Ohio, as if the Terms of Service were a contract wholly entered into and wholly performed within Ohio, without respect to its conflict of laws principles. Any claim or dispute between you and Studio SSS that arises in whole or in part from the subject matter of these Terms of Service, including but not limited to the Websites and User Submissions, regardless of when submitted; shall be settled by confidential and binding arbitration in Ohio, except that, to the extent you have in any manner violated or threatened to violate Studio SSS’ intellectual property rights or the intellectual property rights of its affiliates, partners or licensors, Studio SSS may seek injunctive or other appropriate relief in any court and you consent to exclusive jurisdiction and venue in any such court. Any arbitration will be conducted in Cleveland, Ohio, in accordance with the commercial arbitration rules of the American Arbitration Association and judgment on the arbitration award may be entered into 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 arbitration proceedings or otherwise. Any cause of action arising out of or related to these Terms of Service, including but not limited to the Websites and any and all User Submissions, must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
17. Entire Agreement, Validity and Waiver
These Terms of Service, together with any other legal notices published by Studio SSS on the Websites, or sent to you electronically, shall constitute the entire agreement between you and Studio SSS concerning the subject matter of these Terms of Service, including but not limited to the Websites and any and all User Submissions, regardless of when submitted; and supersedes any and all prior or contemporaneous agreements or representations, written or oral, between you and Studio SSS concerning the subject matter of these Terms of Service, including but not limited to the Websites and User Submissions, regardless of when submitted. You hereby waive all rights and remedies, at law or in equity, arising or which may arise, as the result of your reliance on any such prior or contemporaneous agreements or representations, written or oral, between you and Studio SSS concerning the subject matter of these Terms of Service, including but not limited to the Websites and User Submissions, regardless of when submitted. In the event that any provision of these Terms of Service shall be unenforceable or invalid under any applicable law or be so held by any applicable arbitral award or court decision, such unenforceability or invalidity shall not render these Terms of Service unenforceable or invalid as a whole. Studio SSS will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Studio SSS as reflected in the original provision. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Studio SSS’ failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
It is understood and agreed that whether or not it is specifically so provided herein, any provision of the Terms of Service which by its nature and effect is required to be observed, kept, or performed after the termination or voidability of the Terms of Service shall survive such termination or voidability, and shall be and remain binding upon and for the benefit of the parties hereto until fully observed, kept, or performed.
The fact of authorship by or at the behest of Studio SSS shall not affect the construction or interpretation of these Terms of Service.
20. Contacting Studio SSS
If you have any questions or concerns about these Terms of Service or the Websites, please send us a thorough description by email to email@example.com.