TERMS OF SERVICE

Terms and Conditions

Last updated: April 18, 2021

Please read these terms and conditions carefully before using Our Service.

Website Terms and Conditions

Last update: April 2020 

Welcome to the Tom Powel Imaging website (the “Website”).  The following terms of use (“Terms”) govern your use of this Website. By accessing, viewing, or using the content, material, or services available on or through this Website, you indicate that you have read and understand these Terms, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, you are not granted permission to use this Website and must exit immediately. We may revise these Terms at any time, and such changes shall be effective immediately upon posting to the Website.  We encourage you to check this page often to review any changes to these Terms.

The information on this Website is for informational purposes only. Tom Powel Imaging is not responsible for any errors or omissions in the Website or Site Materials.

Proprietary Rights 

As between you and Tom Powel Imaging (TPI) , TPI owns or licenses all rights, title and interest in and to the Website, and all data, content, graphics, forms, artwork, images, photographs, functional components, audio clips, video clips, software and software concepts and documentation and other material on, in or made available through the Website (“Site Material”), as well as the selection, coordination, arrangement, and organization and enhancement of the Site Material, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights and other intellectual property and proprietary rights therein.  Under no circumstances will you have any rights of any kind in or to the Website or the Site Material.  You agree not to remove or alter any copyright notice or any other proprietary notice on any Site Materials. 

The names, titles, service marks, and logos that appear on the Website, including without limitation “Tom Powel Imaging,” are trademarks of Tom Powel Imaging. You may not use the Trademarks without our prior written permission. The trademarks of third parties may also appear on the Website from time to time; you may not use these trademarks without prior written permission of their respective owners. You acknowledge and agree that nothing on the Website grants any right or license to use any of the Trademarks or may be construed to mean that we have authority to grant any right or license on behalf of any third party trademark owner.

Unauthorized Activities

You agree that any commercial or promotional distribution, publication or exploitation of the Website or any Site Material is strictly prohibited unless you have received the express prior written permission of the Gallery. You agree that you will not use the Website for (a) any illegal or unauthorized purposes that violate any laws (including import, export and copyright laws); (b) modifying, adapting or hacking into the Website or for modifying another website so as to falsely imply that it is associated with the Gallery; (c) uploading, posting, hosting, or transmitting unsolicited email, SMSs, “spam” messages, worms or viruses or any code of a destructive nature; (d) contacting any other visitor of the Website who has requested not to be contacted; or (e) attempting to gain unauthorized access to the Gallery’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the Website or any services provided through the Website. We reserve the right to suspend or terminate your access to this Website and/or ability to use the services with or without notice for failure to comply with these Terms, for providing us with untrue or inaccurate information about yourself, for infringement upon any of our proprietary rights, or for any other reason whatsoever or for no reason.

User Content 

In the event that the Website allows you to contribute any content, information, text, files, graphics, personal listings, messages, postings or other materials and information for access, use, and commentary by other visitors to the Website (“User Content”), you grant the Gallery a worldwide, perpetual, non-terminable, royalty-free, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense any such User Content submitted by you to the Gallery.

Disclaimer

The Website, the Site Material, User Content and materials on, in, and made available through the Website, and the services, products, information and other materials on and in and made available through the Website, are made available “as is” and “with all faults.”  The Gallery, its subsidiaries, and affiliates are not responsible for and do not guarantee the accuracy or completeness of any User Content, Site Material, links, advertisements or other items contained within the Website. The Gallery reserves the right to immediately remove any User Content or Site Material for any reason or for no reason.  The Gallery cannot and does not review all communications made on or through the Website, but, although not obligated to, may review, verify, make changes to or remove any Site Material, User Content, the Website or the products or services made available in connection with the Website with or without notice in its sole discretion. Use of the Website is entirely at your own risk. The Gallery and its licensors make no representations or warranties, and disclaim all representations and warranties, with respect to the Website, the Site Material, User Content, the services, products, information and other materials on and in and made available through the Website, express or implied, written or oral, arising from course of dealing, course of performance, usage of trade, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, quality, title, and non-infringement.

Liability

Tom Powel Imaging or its affiliates or licensors shall not be liable for any direct, indirect, special, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, including lost revenues or lost profits, which may or does result from the use of, access to, or inability to use the Website, the Site Material, User Content, or the services, products, information and other materials on and in and made available through the Website, regardless of legal theory, whether or not you or the Gallery had been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail of their essential purpose. Under no circumstances will the total liability of the Gallery and its affiliates, subsidiaries or its licensors to you or any other person or entity in connection with, based upon, or arising from the Website, the Site Material or User Content on, in, and made available through the Website, or the services, information, or products offered in connection therewith exceed the price paid by you during the preceding year for use of the Website. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. If any part of this limitation on liability is found to be invalid or unenforceable for any reason, then the total liability of the Gallery and its affiliates, subsidiaries or its licensors shall not exceed ten dollars ($10). If you are dissatisfied with the Website, or with any of these Terms, or feel the Gallery has breached these Terms, your sole and exclusive remedy is to discontinue using the Website.

Indemnification  

You shall indemnify the Gallery and its members, managers, directors, officers, employees, agents, contractors and licensors (“Gallery Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the Website and your use of the Website or services obtained through the Website, your fraud, violation of law, negligence, willful misconduct, or any other use of the Website, the Site Material, User Content, the services, products, information and other materials on, in and made available through the Website, (except to the extent attributable to the Gallery), or any breach by you of these Terms and shall indemnify and hold the Gallery Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. 

Complaint Procedures

If you believe that any content or postings on this Website violates your intellectual property or other rights, please send to the Gallery at newyork@mariangoodman.com a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”

Governing Law and Jurisdiction 

These Terms (together with the Privacy Policy, and Viewing Room Terms) represent the entire agreement between you and the Gallery with respect to the subject matter hereof, and supersede any and all prior agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law rules. By accessing, viewing, or using the services, works, content, or materials on the Website, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in the State of New York; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available. 

Miscellaneous

The Website is not intended for children under the age of 18. The Website is controlled and operated from within the United States. Without limiting anything else, the Gallery makes no representation that the Website, Site Materials, User Content, services, products, information or other materials available on, in, or through the Website is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. The waiver or failure of the Gallery to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms or any provision hereof.Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

  • Country refers to: New York, United States

  • Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Tom Powel Imaging LLC, 526 W. 26th Street, Suite 6F, New York NY 100001.

  • Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

  • Service refers to the Website.

  • Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service. This Terms and Conditions agreement has been created with the help of the Terms and Conditions Generator.

  • Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

  • Website refers to TOM POWEL IMAGING, accessible from tompowelimaging.com

  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

  • By email: john@tompowelimaging.com

  • By phone number: 917.701.7717

Terms and Conditions for TOM POWEL IMAGING