PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE ACUDOWNLOADS WEBSITE, YOU ARE AGREEING TO COMPLY WITH THE FOLLOWING TERMS OF SERVICE. YOU MAY NOT ACCESS OR USE ACUDOWNLOADS IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS.
This AGREEMENT is in effect as of the date of purchase, between the purchaser of a membership to AcuDownloads content, hereafter referred to as “Member”, and Acupuncture Media Works, hereafter referred to as “AMW”. This agreement is with respect to Member’s membership, hereinafter referred to as the “Service”, to access and use the AcuDownloads content, hereinafter referred to as the “Content”, for the authorized purposes described in these terms. By purchasing a membership to use the Content, Member agrees to the following:
MODIFICATION OF TERMS:
We may modify these terms or any additional terms that apply to the Service and Content to, for example, reflect changes to the law or changes to our services. You should review the terms regularly. We will notify all Members via email when changes are made to these terms. Changes to these Terms of Services will be effective immediately. If you do not agree to the modified terms of service, you should discontinue your account with AMW.
Member and AMW may disclose confidential information one to the other to facilitate service under this Agreement. Such information will be so identified in writing at the time of its transmittal, and will be safeguarded and not disclosed to third parties by the receiving party. Confidential information will not include information that:
Data stored or transmitted via AMW servers or websites may not be encrypted or secure. AMW does not make any express or implied guarantees, warranties or promises regarding the security or encryption of data displayed, transmitted or stored on its servers or sites.
Members will pay AMW on a monthly or annual basis. Any fees collected are non-refundable. Members can cancel service at any time (see TERMINATION below).
Members may use the Content in their website, emails, social media pages, in their clinic, in their online or offline classes, or other media for marketing or educational purposes. Members may add business logos or text to the Content.
Members may not duplicate, re-package, re-sell, rent out, give away, sublicense, or distribute the Content.
Members are limited to downloading no more than twenty (20) pieces of Content per month and relinquishes all rights to the Content at the cancellation of their membership.
Each Member’s User ID or Password are confidential, and Members may not share them with anyone for any reason. Members will be held responsible for all activity made under their account.
RESERVATION OF RIGHTS:
All rights not expressly granted hereunder are reserved to AMW, including but not limited to all rights in sketches, comps, or other preliminary materials.
PERMISSIONS AND RELEASES:
Member agrees to indemnify and hold harmless AMW, AcuDownloads, and their members, officers, directors, employees, agents, licensors, suppliers and any third party information providers against any and all claims, costs, and expenses, including attorney’s fees, relating to any use of AcuDownloads or AMW.
Member understands that the makers of AMW and AcuDownloads are not qualified professionals, are unable to provide any type of professional or expert advice, and the Content is not intended to be construed as such. AMW and AcuDownloads make no guaranty for the accuracy, reliability, or validity of any claims, data, or information contained in the Content.
Any and all intellectual property rights in or to all content produced by Acupuncture Media Works is owned by Acupuncture Media Works. Members are granted rights to download and use the design, graphics, text, blog posts, newsletters, videos, and other content available through the Service as long as the agreed payment is fulfilled. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to Members, and remain the property of their respective owners.
Memberships will be ongoing until cancelled. Members may cancel service at any time with no advance notice to AMW. In the event that service is canceled, Member’s Service and access to the Content will be disabled at the conclusion of the latest paid billing cycle. Members may not access or use any of the Content, whether previously downloaded during an active membership or otherwise, after the Service has been cancelled.
Refunds: All fees and charges are non-refundable.
If payment is declined due to a credit card that is expired, canceled, etc., AMW will give notice to Member and Member will be given fourteen (14) days to update payment method. If payment is not made by the end of this grace period, the website will be disabled.
Member and AMW are independent parties, and nothing in this Agreement will constitute either party as the employer, principal or partner of or joint venture with the other party. Neither Member nor AMW has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
AMW reserves the right to terminate Member’s account at any time without a refund. Reasons for termination include, but are not limited to:
If a change made in the provision of the Terms of Service involves action on the part of Member and Member does not take action, AMW is entitled to terminate Member’s account without notice.
AMW makes no promise of specific results regarding its services described herein. AMW will do it’s best to source accurate information for content (text, articles, blog posts, etc.) that is provided with the website service, however this content may include inaccuracies or typographical errors.
Member agrees and specifically warrants by entering into this Agreement that he/she/it has authority to enter into agreements on behalf of the entity for whom services will be rendered by AMW.
GOVERNING LAW AND VENUE.
This Agreement will be construed consistent with, and governed by, the laws of the State of Washington. Venue for any proceeding arising out of this Agreement will be in the Superior Court of Whatcom County, Washington. The terms of this Agreement are contractual and not merely recitals. The order in which paragraphs appear in this Agreement has no significance, whatsoever.
ENFORCEMENT OF TERMS/ATTORNEYS’ FEES.
If any Party to this Agreement has retained an attorney to bring suit or seek arbitration to enforce any provision, the prevailing Party will be entitled to his/her reasonable attorneys’ fees and costs incurred, regardless if the matter proceeds to judgment or is resolved by the defaulting Party or Parties curing the default.
In the event, suit or collection is instituted to collect on this contract or any part thereof, Member personally agrees to pay the entire unpaid balance with reasonable attorney’s fees, penalties and court cost incurred by AMW or its assignees. Venue will lie in Whatcom County, Washington.
In the event of a dispute between the Parties, any Party may notify the others of his or her desire to submit the dispute to non-binding mediation.
If the other Parties agree to mediation, then the Parties will mutually select a mediator, and have the dispute mediated within fifteen (15) days. If, however, one of the Parties fails to respond or rejects mediation, then the Parties will submit the dispute to arbitration, pursuant to RCW Chapter 7.04A.
In the event of a dispute arising out of or in connection with these terms or any contract between AMW and Member, then he/she/it agrees to attempt to settle the dispute by engaging in good-faith with AMW in a process of mediation before commencing arbitration or litigation.
In the event that arbitration becomes necessary, the Parties will, within ten (10) days, select an independent and unbiased arbitrator who is not affiliated, directly or indirectly, with any Party. If the Parties fail to select, or cannot agree upon, an arbitrator within this time, then either Party may apply to the Superior Court of Whatcom County, pursuant to RCW 7.04A et seq., for an order appointing an arbitrator. Upon application to the court for an arbitrator, the court will select an arbitrator, who will render his/her decision no later than sixty (60) days after his/her appointment. If the arbitrator requests a hearing prior to rendering his/her decision, such hearing will be held in Whatcom County, Washington within thirty (30) days of the arbitrator’s appointment. The arbitrator’s decision will be binding on both Parties. Subject to the attorney fees and cost award provisions set forth above, each Parties will initially bear his/her/its expenses associated with the arbitration, but will share equally the cost of the arbitrator.
The prevailing Party, as determined by the arbitrator, will be entitled to an award of his/her/its reasonable attorney’s fees and costs, including expert witness fees. Each Party will split equally the costs of the arbitration. The prevailing Party will be entitled to have any arbitration award confirmed by the Whatcom County Superior Court in the manner provided by RCW 7.04A.250 and to enforce such judgment. For purposes of this statute, the Parties agree that any award will be within the jurisdiction of the Whatcom County Superior Court.