TERMS OF SALE

Studio To Go LLC

The Terms of Sale (this “Contract”) is made effective upon purchase between Studio To Go LLC, of Atlanta, Georgia and “User”.

1. DESCRIPTION OF SERVICES. Beginning on purchase date, Studio To Go LLC will provide to User the following services described in our ONLINE TERMS & CONDITIONS (collectively, the “Services”).

2. PAYMENT.

User agrees to pay Studio To Go LLC as follows:

Lump sum annual payment or monthly installment payments

In addition to any other right or remedy provided by law, if User fails to pay for the Services when due, Studio To Go LLC has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies as described below under “Remedies on Default.”

Current payment method must be kept on file to ensure automated billing.

3. REFUNDS. Concierge To-Go: 10 day full refund period for Concierge memberships. A la Carte To Go: No refunds on any instant downloads.

4. TERM. This Contract may be terminated by either party upon 30 days prior written notice to the other party.

5. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Studio To Go LLC in connection with the Services will be the exclusive property of Studio To Go LLC.

User acknowledges that they do not own the rights to Studio Go LLC’s intellectual property by purchasing the product. User is licensing the right to use our intellectual property as long as User maintains a current membership.

6. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:

• The failure to make a required payment when due.
• The insolvency or bankruptcy of either party.
• The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
• The failure to make available or deliver the Services in the time and manner provided for in this Contract.

7. REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

8. ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take in Atlanta, GA. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.  The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.

9. CONFIDENTIALITY. Studio To Go LLC, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Studio To Go LLC, or divulge, disclose, or communicate in any manner, any information that is proprietary to User. Studio To Go LLC and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.

10. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered via email or electronically.

11. ASSIGNMENT. Neither party may assign or transfer this Contract without prior written consent of the other party, which consent shall not be unreasonably withheld.

12. ENTIRE CONTRACT. This Contract contains the entire agreement of the parties regarding the subject matter of this Contract, and there are no other promises or conditions in any other agreement whether oral or written. This Contract supersedes any prior written or oral agreements between the parties.

13. AMENDMENT. These Terms of Sale may be amended at anytime by Studio To Go LLC.

14. SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

15.WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.

16. APPLICABLE LAW. This Contract shall be governed by and construed according to the laws of the State of Georgia without reference to its conflicts of law principles.

17. SIGNATURES. By purchasing the product, User agrees that it agrees to these Terms of Sale.