Purchase Agreement

Please read this Photographer Purchase Agreement (this "PPA") carefully, as it contains the legal terms that will govern your purchase and use of the Products and/or Services (each as defined below) identified in the written order confirmations that you receive from Christopher Fox Photography (each, an "Order Confirmation”). By clicking on the "I accept” button or a similar box or button with respect to this PPA, or by accepting or using any of such Products or Services, you are agreeing to be a participant in the Christopher Fox Photography service and to be bound by this PPA and any additional terms and conditions that may apply to you and are posted on the Christopher Fox Photography website found at www.christopherfoxphotography.com, and this PPA and such terms and conditions (together the "Agreement") will constitute a binding agreement between you and Christopher Fox Photography, Inc. ("Christopher Fox Photography"). If you do not wish to be bound by this Agreement, you must not click on any such box or button and you must not accept or use any of such Products or Services. If you do not agree to be bound by this Agreement and wish to receive a refund of any prepaid amounts, you must request a refund from Christopher Fox Photography in writing within five (5) days of your initial receipt and acceptance of this Agreement. Refunds are only issued for special instances and are decided upon by the owner(s) or Christopher Fox Photography.


Christopher Fox Photography reserves the right to modify this Agreement from time to time. If you click on the "I accept” button or a similar box or button with respect to the revised Agreement, or if you continue to use any of the corresponding Services after receiving notice of such modification, you are agreeing to be bound by the revised Agreement. If you do not wish to be bound by the revised Agreement, you must not click on any such box or button and you must not continue to use any of the corresponding Services after such notice.


1. Products and Services.

1.1 Description of Products and Services.

In consideration for the fees and other amounts specified in Section 2 below, and subject to all other terms and conditions herein, Christopher Fox Photography will provide the Products and Services identified in each Order Confirmation. As used herein, the term "Products” refers to tangible products that contain one or more of your Images (as defined below) and that are physically delivered to you or your customer (e.g., a photographic print), and the term "Services” refers to online, professional, and other types of services (including but not limited to services involving the creation and/or fulfillment of Products). Products and Services are more fully described at our products and services page. As used herein, the term "Images” refers to the images and other content that you provide to Christopher Fox Photography for use by Christopher Fox Photography as part of the Products and Services, including but not limited to any such photographic images, written descriptions of images, artwork, logos, and/or music.

1.2 Delivery of Products.

1.2.1 Inbound Shipments. 

Inbound shipments are not available

1.2.2. Outbound Shipments.

Christopher Fox Photography will deliver all Products purchased by you in accordance with our delivery terms as part of this agreement. Returns will not be accepted because of all of the work created is considered "custom" prints.  We will do our best to ensure the best quality product is delivered to our customers per this agreement.

1.2.2.1 Negatives.

Christopher Fox Photography will return all negatives in a rigid, corrugated cardboard box, wrapped in glassine to prevent damage during shipment. Negatives will be shipped via the most efficient, traceable and cost effective manner and Christopher Fox Photography will pay these charges. Should you want your negatives back sooner, you must make an indication on the Event Submission Form. Indicate the courier and method with which you would like them returned, and Christopher Fox Photography will charge the difference to your account. You may also provide us with your carrier's account number. Christopher Fox Photography covers charges for standard ground shipping for negatives except for shipments to Canada, Hawaii and Alaska; Christopher Fox Photography will pay up to $10.00 toward return shipping to these areas. Additional shipping charges for negatives will be billed to your account.


1.2.2.2 Other Medium.

Large format prints, including 11x14 and larger, will be shipped between hard, padded cardboard to prevent damage or bending. Proof CDs and high and low resolution image CDs are shipped in a cardboard envelope to prevent damage or bending. Canvas Prints are shipped in a cardboard box to prevent damage.


1.3 Delivery of Services.

1.3.1 Online and Payment Processing Services. 

Christopher Fox Photography strives to make online and payment processing Services provided hereunder available twenty-four (24) hours a day, seven (7) days a week. However, there may be occasions when such Services will be interrupted for maintenance, upgrades, or repairs, or other reasons. You agree that Christopher Fox Photography will not be liable for any such interruptions. In addition to the terms set forth in this Agreement, your use of any online Services will be subject to the terms set forth in Christopher Fox Photography's Terms of Use.

1.3.2 Customer Order Fulfillment Services. 

In connection with certain of the Services, it is anticipated that your customers will place orders with Christopher Fox Photography for Products ("Customer Orders”). Delivery timing and other fulfillment terms with respect to Customer Orders shall be as agreed upon between your customers and Christopher Fox Photography. Christopher Fox Photography strives to deliver all Customer Orders in a timely fashion. However, Christopher Fox Photography will not be liable to you for any delivery delays or other fulfillment problems that may arise with respect to any Customer Orders. For clarity, it is agreed that in providing the Customer Order Fulfillment Services, Christopher Fox Photography is acting as your representative, and not as an agent or representative of your customers.

1.3.3 Support Services. 

Any support Services provided hereunder are available to you via email during Christopher Fox Photography’s normal business hours.

1.4 Changes to Products and Services. 

Christopher Fox Photography may modify or cancel any of the Products at any time in its sole discretion, provided that Christopher Fox Photography will fulfill all of your Product orders that Christopher Fox Photography accepts using the versions of the Products offered by Christopher Fox Photography at the time of such acceptance (or something substantially similar thereto). Christopher Fox Photography may modify any aspects of the Services at any time in its sole discretion, provided that Christopher Fox Photography will use commercially reasonable efforts to provide you with at least thirty (30) days’ prior written notice of any material reduction in any of the features or functionality of any of the Services. Similarly, Christopher Fox Photography may cancel any of the Services at any time in its sole discretion, provided that Christopher Fox Photography will use commercially reasonable efforts to provide you with at least thirty (30) days’ prior written notice of any such cancellation. You may change the Services provided hereunder (e.g., changes to your membership type) only if agreed upon in writing by Christopher Fox Photography.

1.5 Returns and Refunds.  

Christopher Fox Photography does not offer returns or refunds for any physical items, downloaded media or any media that is being printed for the customer is classified as custom work, we will do our best to make sure your orders turn out correctly and inspect them before the printer and or other outside contractor send them to you.


2. Fees and Payments.

2.1 Amounts Due to Christopher Fox Photography. 

If Applicable your Christopher Fox Photography account may set up with a monthly billing cycle, and your account will be balanced on either the 7th, 14th, 21st or 28th of each month depending on when your account was established. The fees, commissions, and other amounts due from you for the Services are as set forth in each corresponding Order Confirmation. Except as otherwise expressly stated in an Order Confirmation, Christopher Fox Photography may increase, decrease, add, or remove any fees, commissions, or other amounts due from you with respect to any future orders, transactions, or membership periods at any time during the term of this Agreement by providing you with written notice thereof, provided that any increase in your monthly membership fee will not take effect until the second monthly membership fee payment date that follows the date on which Christopher Fox Photography notifies you of such increase. Except as otherwise expressly stated in Section 3.2 below, all fees, commissions, and other amounts paid by you hereunder are non-refundable, and no prorated refunds of any membership fees or any other amounts will be given. All changes to your account must be communicated to Christopher Fox Photography at least two (2) business days prior to the close of the current billing cycle. Changes received after such date will be considered only for the following cycle.

2.2 Payment by Credit Card. 

You represent and warrant that you have provided valid credit card information to Christopher Fox Photography for the purchase of the Products and Services, and you agree that you will immediately notify Christopher Fox Photography of any changes to that credit card information so that Christopher Fox Photography may charge your credit card at any time with respect to the Services for so long as Christopher Fox Photography is performing Services under this Agreement. You hereby authorize Christopher Fox Photography to charge all fees and other amounts due from you hereunder to that credit card. You acknowledge that fees for Products are due upon Christopher Fox Photography’s acceptance of your Product order and that monthly membership fees are due in advance of the corresponding month on the due date specified in the Order Confirmation, and that both such amounts will either be charged to your credit card or offset from amounts due to you pursuant to Section 2.3 below. Christopher Fox Photography may charge interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted under applicable law, if less) on any amounts that Christopher Fox Photography is unable to charge to your credit card when due. Additionally, you will be responsible for all reasonable costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by Christopher Fox Photography in any corresponding collection efforts. Christopher Fox Photography extends a $0 credit limit to you.  In the event that payment is not received by Christopher Fox Photography within 7 days of the due date, all orders will be put on hold until such time as all balances due are paid in full, but your retail orders will be received and shipped as normal. In the event that payment is not received by Christopher Fox Photography within 30 days of the due date, in addition to the steps above your account will be closed and all active events will be taken offline to all users until such time as all balances due are paid in full. Accounts more than 30 days late may be forwarded to an external collection agency.

2.1 Christopher Fox Photography is obligated by law to charge and collect sales tax in some states. 

3. Term and Termination


3.1 Term. 

The term of this Agreement (the "Initial Term") will commence on the day that you first agree to this Agreement in accordance with the first paragraph above, and will continue on a month-to-month basis and will automatically renew each successive month (each, a "Renewal Term") unless either party provides the other party with written notice of non-renewal at least ten (10) days prior to the end of the then-current Renewal Term. The Initial Term and any and all Renewal Terms are collectively referred to herein as the "Term".

3.2 Termination. 

Either party may terminate this Agreement at any time and for any reason upon ten (10) days’ prior written notice to the other party. If you breach any provision in this Agreement (including but not limited to any representation or warranty contained in Section 5 below), Christopher Fox Photography may, at its sole discretion, either (a) suspend delivery of any or all of the Products and Services until you have cured such breach, or (b) terminate this Agreement immediately upon written notice to you. You may terminate this Agreement immediately upon written notice to Christopher Fox Photography if Christopher Fox Photography notifies you that it has modified this Agreement and you refuse to be bound by such modified terms. If you terminate this Agreement pursuant to the immediately preceding sentence, you will receive a prorated refund of any monthly membership fee that was prepaid hereunder for the then-current month (such pro-ration to be based upon the number of days remaining in such month).

3.3 Effects of Termination. 

Upon any expiration or termination of this Agreement, Christopher Fox Photography will stop providing the Products and Services, except that, if Christopher Fox Photography did not terminate this Agreement due to your breach, then Christopher Fox Photography will fulfill all of your orders for Products, and all Customer Orders, that were accepted by Christopher Fox Photography prior to the end of the Term. After the end of the Term, Christopher Fox Photography may prevent you from accessing the Images. You acknowledge and agree that Christopher Fox Photography may destroy any or all Images stored by Christopher Fox Photography after the Term. The following Sections of this Agreement will survive any expiration or termination of this Agreement and continue in full force and effect in perpetuity: Sections 1.2, 1.3.2, 2, 3, 4, 5, 6, 7, 8, 9, and 10.

4. Ownership; Licenses.


You shall retain ownership of all copyrights and trademark rights in the Images to the extent such ownership existed prior to your delivery of the Images to Christopher Fox Photography. You hereby grant to Christopher Fox Photography a non-exclusive, worldwide, perpetual, irrevocable, sublicensable, royalty-free license and right to use, reproduce, modify, create derivative works of, perform, display, distribute, and otherwise exploit the Images (and all derivatives thereof) solely in connection with Christopher Fox Photography's performance of the Services. Further, Christopher Fox Photography shall exclusively own all tangible materials embodying the Images that you provide to Christopher Fox Photography (and Christopher Fox Photography need not return any such materials to you). As between Christopher Fox Photography and you, Christopher Fox Photography shall exclusively own and retain all rights, title, and interest in and to the Services (including but not limited to all rights, title, and interest in and to the domain name, graphics, design, look and feel, and other elements of each Christopher Fox Photography web site and web page), and all intellectual property and technology in or relating thereto.

5. Warranties.


You represent and warrant that (a) no advertising or promotional materials that you provide to Christopher Fox Photography as part of the Images are inaccurate or misleading, (b) you hold all necessary rights to permit Christopher Fox Photography’s use and other exploitation of the Images in accordance with this Agreement, (c) you will not resell (or attempt to resell) any of the Services, (d) you will not interfere with or disrupt (or attempt to interfere with or disrupt) any of the Services, and (c) no Images will (i) infringe on any third party’s personal, proprietary, or intellectual property rights (including but not limited to any privacy or publicity rights), (ii) violate any applicable law, rule, or regulation of any governmental or quasi-governmental entity, (iii) be defamatory or libelous, (iv) be indecent or obscene, or (v) contain viruses or other harmful or deleterious programming routines. While Christopher Fox Photography is not responsible for the content of any of the Images, Christopher Fox Photography reserves the right, in its sole discretion, to delete any Images that Christopher Fox Photography, in its sole discretion, believes may violate any of the foregoing representations or warranties or that are otherwise unacceptable to Christopher Fox Photography for any reason.

6. Indemnification.


You agree to indemnify and hold harmless Christopher Fox Photography and its employees, agents, and affiliates from and against any and all expenses, costs, losses, and liability (including but not limited to reasonable attorneys’ fees and court costs) incurred in connection with any third party claims or administrative or criminal investigations or proceedings arising out of or relating to (i) any breach of your representations, warranties, or covenants under this Agreement, (ii) any use or misuse of any of Service by you or by any other person who accesses such Service using your account (whether or not authorized), (iii) any use or other exploitation of any of the Images as contemplated hereunder, and (iv) any product or service that is advertised by you through a Service.

7. Disclaimer of Warranties.


NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALL PRODUCTS AND SERVICES PROVIDED BY Christopher Fox Photography HEREUNDER ARE PROVIDED "AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITH RESPECT TO SUCH PRODUCTS AND SERVICES, Christopher Fox Photography EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMITTED BY LAW, Christopher Fox Photography DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND/OR PERFORMANCE OF THE SERVICES PROVIDED BY Christopher Fox Photography HEREUNDER. Christopher Fox Photography DOES NOT WARRANT THAT SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHER, Christopher Fox Photography MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE AMOUNTS THAT MAY BE EARNED BY YOU IN CONNECTION WITH CUSTOMER ORDERS. YOU UNDERSTAND AND AGREE THAT THE SUBMISSION OF ANY IMAGES TO Christopher Fox Photography, INCLUDING BUT NOT LIMITED TO THE UPLOADING OF ANY IMAGES THROUGH ANY OF Christopher Fox Photography’S SERVICES, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE TO SUCH IMAGES. YOU ARE SOLELY RESPONSIBLE FOR CREATING AND MAINTAINING BACKUPS OF YOUR IMAGES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

8. Limitation of Liability.


TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Christopher Fox Photography SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS (COLLECTIVELY, "INDIRECT DAMAGES”), IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCTS, THE SERVICES, OR THE PUBLICATION (OR FAILURE TO PUBLISH) ANY IMAGES, EVEN IF Christopher Fox Photography HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Christopher Fox Photography’S MAXIMUM, AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE PRODUCTS, THE SERVICES, AND/OR THE PUBLICATION (OR FAILURE TO PUBLISH) ANY IMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS THAT YOU HAVE PAID TO Christopher Fox Photography IN CONNECTION THEREWITH. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT THAT SUCH LIMITATIONS DO NOT APPLY TO YOU, THEN Christopher Fox Photography’s LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, AND Christopher Fox Photography’s LIABILITY FOR INDIRECT DAMAGES SHALL NOT EXCEED $100.00.

9. Force Majeure.


Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to causes beyond its reasonable control, including, but not limited to service disruptions attributable to third party Internet Service Providers and/or data center hosts, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God, or governmental action.

10. Miscellaneous.


This Agreement (a) will be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law, (b) may only be amended as provided in the second paragraph of this Agreement, or by a written agreement signed by both parties, (c) constitutes the entire agreement between the parties with respect to the subject matter hereof, and (d) supersedes any and all prior or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. Both parties hereby agree to the exclusive jurisdiction of the courts of the State of California located in Los Angeles County with respect to any legal proceeding arising in connection with this Agreement. This Agreement and any benefits to be derived hereunder may be assigned or transferred in whole or in part by Christopher Fox Photography. You may not assign this Agreement, in whole or in part, without the prior written consent of Christopher Fox Photography, and any such assignment by you without Christopher Fox Photography’s prior written consent will be void. Failure of a party to enforce any provision of this Agreement will not constitute, or be construed as, a waiver of such provision or of the right to enforce such provision. In the event that any provision of this Agreement is held by a court of law or other government agency to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. You may not make any public announcement regarding the existence or content of this Agreement, and you may not use Christopher Fox Photography’s name or any of its trademarks or logos in any advertising or marketing materials, without Christopher Fox Photography’s prior written approval. Except as otherwise provided in this Agreement, all notices shall be in writing and deemed duly given if delivered in person or sent by registered or certified mail, postage prepaid, addressed to the respective party at the address first set forth for such party on the most recent Order Confirmation (and, if to Christopher Fox Photography, to the attention of its Chief Financial Officer), or to such other address as may be specified in accordance with the foregoing. Additionally, Christopher Fox Photography may deliver notices to you via the most email address that you provided to Christopher Fox Photography, or through your online Christopher Fox Photography account. Notices delivered by Christopher Fox Photography via email will be deemed duly given when sent by Christopher Fox Photography, and notices delivered through your online Christopher Fox Photography account will be deemed duly given when you log on to your account and have access to such notice. All rights and remedies hereunder are cumulative. You shall cause all of your employees, agents, representatives, and other persons acting on your behalf to abide by your obligations in this Agreement, and any breach of this Agreement by any such persons will constitute a breach of this Agreement by you.

 

Date of Last Revision: March 27, 2018

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