This Membership Agreement governs your membership in the offroadgallery.com community, allowing you full access to the membership portions of the web site located at (the "website"). This Membership Agreement is in addition to the Terms of Use applicable to the website. The website is operated by Off Road Gallery ("ORG").
Access and use of the membership portions of the website are provided by ORG to you on condition that you accept the terms and conditions of this Membership Agreement and the Terms of Use, and by accessing or using the membership portions of the website, you agree to the terms and conditions of this Membership Agreement and the Terms of Use. If you do not agree to accept and abide by this Membership Agreement and the Terms of Use, you should not access or use the membership portions of the website. In the event of any inconsistency between this Membership Agreement and the Terms of Use, the terms of this Membership Agreement shall govern.
ORG reserves the right, in its discretion, to change or modify all or any part of this Membership Agreement at any time, effective immediately upon notice published on the website. Your continued use of the membership portions of the website after such notice constitutes your binding acceptance of the terms and conditions in this Membership Agreement, including any changes or modifications made by ORG as permitted above. If at any time the terms and conditions of this Membership Agreement are no longer acceptable to you, you should immediately cease use of the membership portions of the website.
Payments and Prices
Payments can be made with credit and debit cards , cheque, money order or bank deposit.
Electronic payments with credit cards ( VISA, MasterCard, Discover, American Express) are made through PAYPAL, its the easier and safest way to pay online without sharing financial information.
The price of all images either printed or digital file will be the price specified in the website at the time of your purchase. By approving the purchase of the product or service, you authorize ORG to charge the designated PayPal account, for the total amount of the purchase.
Use of Materials
You acknowledge that the website contains or may contain information, software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets and other material (collectively, "Materials") which is protected by copyright, trademark or other proprietary rights of ORG and its affiliates or other third parties (including other members).
You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Materials, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Materials were downloaded (such as a Materials License Agreement).
Materials are provided to the website through members entering into a Photographer Member Agreement. Subject to the Photographer Member Agreement, you may post on the website any Materials owned wholly by you. You may download Materials only in accordance with the terms of this Membership Agreement and the then applicable Materials License Agreement.
Passwords
You acknowledge and agree that the user identification provided by ORG to you so that you may access and utilize the membership portions of the website (your “Member Name”), and the password selected by and used by you in conjunction with your Member Name are to be kept secret and confidential. You agree that you shall not disclose such Member Name or password to any other party without the express written permission of ORG.
You acknowledge and agree that you will be responsible for each and every access or use of the membership portions of the website that occurs in conjunction with your Member Name and such passwords, and that ORG is authorized to accept your Member Name and password as conclusive evidence that you have accessed or utilized the membership portions of the website. You acknowledge that such password(s) are unique to you and that, although ORG does have the ability to require password(s) to meet certain requirements (such as a minimum or maximum number of characters) and to reset such password(s), ORG does not have the ability to access the password(s) themselves.
Rules of Conduct
You agree that you will not use the website for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, you agree that when uploading to or communicating via the website, you shall not do any of the following:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.
- Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.
- Upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless you own or control the rights thereto or have received all necessary consents.
- Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.
- Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
- Falsify the origin or source of software or other material contained in a file that is uploaded.
- Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters.
- Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner.
- Use any communications or Materials or other information obtained through the website in a manner that is competitive with the website or ORG’s business.
You acknowledge that no Materials may be considered reviewed, screened or approved by ORG. As explained below, ORG reserves the right for any reason to remove without notice any Materials posted to the website.
You also agree not to use the website in any manner that could damage, disable, overburden, or impair the website or interfere with any other party's use and enjoyment of the website. You also agree not to attempt to gain unauthorized access to any other ORG member accounts, computer systems or networks associated with the website. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the website.
Managing Materials
ORG does not and cannot review all Materials uploaded to the website and is not responsible for the Materials of such communications or Materials. ORG reserves the right to delete, move or edit any Materials that it may determine, in its sole discretion, violates or may violate this Membership Agreement or is otherwise unacceptable. You shall remain solely responsible for all Materials uploaded under your Member Name. ORG shall have the right but not the obligation to correct any errors or omissions in any Materials, as it may determine in its sole discretion. You acknowledge that any screening of Materials performed by ORG to determine Accepted Materials is done as a courtesy only.
ORG respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please contact ORG providing all information possible.
Confidential Information
You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Membership Agreement and the use of the website constitutes valuable, confidential, proprietary information of ORG and its licensors, and you agree that during the term of this Membership Agreement and thereafter you shall not, without the express written consent of ORG, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by applicable law.
For the purposes of this Membership Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of ORG, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, website Materials belonging to others and other intellectual property.
Indemnity
You agree to indemnify, defend and hold ORG and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "ORG Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees on a solicitor and client basis) incurred by any ORG Party in connection with: (i) any use or alleged use of the website under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Materials uploaded under your Member Name; or (iii) any breach by you of this Membership Agreement. ORG reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with ORG's defense of such claim.
Term and Termination
This Membership Agreement is effective until terminated. You may terminate this Membership Agreement at any time by emailing org@offroadgallery.com or by submitting the deletion of your account under "delete my account" from your ORG member control panel. ORG reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the website at any time for any reason without prior notice or liability. ORG may change, suspend or discontinue all or any aspect of the website at any time, including the availability of any feature, database, or Materials, without prior notice or liability.
ORG may also terminate or suspend your access to the membership portions of the website for inactivity, which is defined as failing to access the membership portions of the website for an extended period of time, as reasonably determined by ORG.
Termination of this Membership Agreement does not relieve you of your responsibilities to pay any amounts due to ORG under this Membership Agreement or your obligations to not use the membership portions of the website or any Materials other than in the manner permitted under this Membership Agreement or any other agreement entered into at the time such Materials was downloaded (such as a Materials License Agreement). Termination of this Membership Agreement shall operate without prejudice to the ORG’s rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement.
Upon termination of your access to the membership portions of the website, you agree to forfeit all earnings remaining in your account.
DISCLAIMER OF WARRANTIES
The website, including any materials contained therein, are provided "AS IS" without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. ORG does not represent or warrant that the website or the materials will meet your requirements or that their use will be uninterrupted or error free.
ORG does not represent or warrant that the website or any materials available for downloading through the website will be free of viruses or similar contamination or destructive features.
LIMITATION OF LIABILITY
You assume all responsibility and risk for use of this web site and the images including without limitation any of the information contained therein.
In no event shall ORG or any of its directors, officers, employees, shareholders, partners, licensors or agents be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this membership agreement, including without limitation your use of, reliance upon, access to, or exploitation of the website, the materials or any part thereof, or any rights granted to you hereunder, even if org has been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
In any event, undert this terms of use, ORG will not pay more than US$5.00 dollars ( or its equivalent in MX$ "Mexican Pesos" ) as a result of the use or exploitation of any or all part of this web site or the images in any manner.
Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such jurisdictions, the liability of org or any of its directors, officers, employees, shareholders, partners, or agents shall be limited to the greatest extent permitted by law.
Age and Responsibility
You represent and warrant that you are of sufficient legal age to use the website and to create binding legal obligations for any liability you may incur as a result of the use of the website. You agree to be responsible for all of your use of the website (as well as for use of your Member Name and password(s) by others, including without limitation, minors living with you). You agree to supervise all usage by minors of the website under your name or account.
Applicable law
The website is controlled, operated and administered by ORG from within the State of Baja California, México. The website can be accessed from all provinces and territories of México, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the State of Baja California, by accessing the website, you acknowledge and agree that this Membership Agreement will be governed under the laws of the State of Baja California and the federal laws of México applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Baja California, México with respect to the subject matter of this Membership Agreement. This Membership Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the website, or such other address as you may advise us in writing to use, from time to time.
Any and all disputes arising out of, under or in connection with this Membership Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Tecate, Baja California, pursuant to the rules of the Arbitration Act in effect at the time arbitration is demanded.
If ORG is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse ORG for its legal fees, costs and disbursements if ORG is successful.
General
You specifically agree and acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.
ORG’s failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right.
If any provision or part thereof of this Membership Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. This Agreement is personal to you and is not assignable by you without ORG’s prior written consent. ORG may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
Contact
If you have concerns relating to the website or this Membership Agreement, please contact ORG at org@offroadgallery.com or via our online contact form.
Acknowledgement
You acknowledge that you have read this membership agreement, understand it, and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between you and org, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and org relating to the subject of this membership agreement.
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