Subscription Service Agreement

Last Updated: 2/12/25

SUBSCRIPTION SERVICE AGREEMENT


TERMS

The Customer is signing up to access and use Studio Violet, LLC services (“Studio Violet Subscription Services(s)”) mentioned in the signup form, the upgrade form or in the order form.

1. The Subscription Agreement

1.1. The Subscription Agreement (“Agreement”) includes the following:

1.1.1 the package chosen on the signup form, upgrade form or order form (“Order Form”), which contains details of the Studio Violet Subscription Services and the below terms.

2. Acceptance of the Agreement

2.1. The Agreement becomes binding and effective for any use of our services on the date (“Effective Date”) that the Customer either:

2.1.1 Provides Studio Violet with a written acceptance via email, print or similar method;

2.1.2 Clicks on the designated "accept" or “sign up” button on a web form or similar; or

2.1.3 When the Customer electronically or physically signs the Order Form or the Agreement.

2.2. If Customer is a company, association or any other legal entity, the undersigned represents and warrants that they are authorized to bind the entity into this Agreement.

3. Term & Duration

3.1. Customer agrees to the monthly term of Subscription Service outline in the Order Form. Generally three months.

3.2 The Agreement remains in force in accordance with the terms outlined in the Order Form. If the Order Form does not contain a duration, the Agreement remains in force until terminated by one of the parties, see section 9.

4. Studio Violet’s Product and Services

4.1. The Customer will get access to the Studio Violet Services outlined in the Order Form.

5. Additional Agreements

5.1. The Studio Rules & Policies can be found on www.studios-violet.com and in addition to the Facility Use Agreement and the Media Capture & Share Agreement, outline key studio policies such as use, purchase, termination, cancelling, and rescheduling.

6. The Customer's Obligations

6.1. The Customer shall be obligated to (i) comply with the Agreement; (ii) comply with the Guidelines in force at any time; (iii) only use the Studio Violet Service(s) on the website covered by the Agreement; and (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement at all times.

6.2 The Customer agrees to Provide Studio Violet with a valid, operational return email address that (i) is routinely monitored by the Customer, and (ii) remains operational for the duration of the Agreement and (iii) remains operational for as long as required by applicable laws, rules and regulations.

6.3 The Customer agrees to Provide Studio Violet with a valid, operational credit or debit card that (i) is routinely monitored by the Customer, and (ii) remains operational for the duration of the Agreement and (iii) remains operational for as long as required by applicable laws, rules and regulations.

7. Changes of the Agreement and Guidelines

7.1. Studio Violet is entitled to modify and make changes to the Agreement and Guidelines that are referred to herein or that may otherwise be published on our website(s) from time to time. Simple or insignificant changes (assessed from the Customer’s perspective) to the Guidelines may be implemented with immediate effect at Studio Violet’s own discretion; however, any material changes to the Guidelines or any changes to the Agreement must be notified in writing to the Customer with at least a one (1) month ahead of such amendment coming into effect.

7.2. Studio Violet will give the Customer notice on its website(s) or via the Customer’s email address if changes are made to the Agreement or the Guidelines. The latest versions of any of these documents shall be integrated parts of the Agreement. The Customer agrees that the continued use of the Studio Violet’s Service after any posted modified versions of the Agreement or the Guidelines entails the Customer's acceptance hereof.

8. Price and Payment Terms

8.1. Prices for Services will be outlined in the Customer’s Order Form.

8.2 Customer agrees to be charged monthly for the fee outlined in the Customer’s chosen subscription package.

8.3. Studio Violet is entitled to change the price for the Studio Violet’s Service but must give the Customer one month’s notice to the end of the month before the price change will take effect.

8.4. Payment for the Studio Violet’s Subscription Service is due upon acceptance of the Agreement and will be invoiced in advance as specified in the Order Form.

8.5. In case of late payment, Studio Violet may suspend the Customer’s access to the Studio Service with immediate effect if the Customer fails to pay any fees invoiced by Stuio Violet pursuant to this Agreement. Further, Studio Violet may invoice the Customer a late payment fee of $20 for each reminder (every 10 days).

8.6. Suspension of Services for non-payment will not relieve the Customer of its obligation to pay such invoices or any other fees payable to Studio Violet pursuant to this Agreement.

9. Termination and Suspension of the Subscription Service

9.1. Each party may terminate the Agreement by giving the other party one month’s notice to the end of the Subscription Service term. For the avoidance of doubt, termination is always subject to any fixed agreed subscription period terms or similar which cannot be terminated with effect prior to expiration of such period which may be communicated in the Order Form.

9.2. Any Studio Violet Service that is based on an annual subscription will reviewed by the Parties within the last three (3) months of active subscription and renewed on updated terms and conditions upon agreement between the Parties, as relevant. Further, any termination of an annual subscription must be made one (1) month prior written notice in advance of an initiation of a new annual period, i.e., the renewal date, otherwise the annual subscription shall be automatically renewed for another year subject to the ordinary adjustments in section 8.3.

9.3.The Customer can send the notice to: studiovioletnc@gmail.com

9.4.Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement.

9.5.Either party may terminate the Agreement for cause with immediate effect upon written notice to the other party if the other party is in material breach of the Agreement and fails to remedy – if such breach is remediable – such breach within 14 days after receiving written notice identifying the breach from the non-breaching party. Notwithstanding the foregoing, Studio Violet reserves the right to suspend the Customer’s access to Studio Violet Subscription Service with immediate effect in the event that Studio Violet in its discretion reasonably determines that the Customer is in material breach of this Agreement or the Guidelines.

10. Indemnity

10.1.The Customer shall indemnify, defend and hold harmless Studio Violet and its respective officers, directors, employees, consultants and agents (collectively “Indemnitees”) against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses, whether direct or indirect, (collectively “Losses”) suffered or incurred by any Indemnitee as a result of any third party claim, allegation, action, suit or proceeding (including any investigation or other claim, allegation, action, suit or proceeding by any governmental authority) arising from or related to any assertion that (a) the use of any content provided by the Customer (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law and/or the Guidelines; (b) the use by the Customer of Studio Violet Services violates the Agreement, Guidelines or applicable law; (c) Studio Violet’s use of Users data under this Agreement is in breach of the Data Privacy Requirements or contractual commitment of the Customer; or (d) any email message sent or caused to be sent by Studio Violet on behalf of the Customer violates any applicable law, rule or regulation; (e) The Customer is in breach of or has breached any of the warranties or representations made by the Customer in this Agreement.

11. Limitation of Liability and Disclaimer

11.1.The use of the Studio Violet Subscription Service is the sole responsibility of the Customer.

11.2.Subject to section 11.4, under no circumstances shall Studio Violet be liable to the Customer for any of the following types of loss or damage arising under or in relation to this Agreement (whether arising for breach of contract, misrepresentation, (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty or otherwise): (i) any loss of profits, contracts, pure economic loss, business, business opportunity, loss or corruption of data or information or recovery of data or information, depletion of goodwill, security breach resulting from a failure of third party telecommunications and/or the internet, wasted expenditure, anticipated savings or revenue (regardless of whether any of these is direct, special, indirect or consequential); or (ii) any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential); or (iii) any special, indirect or consequential loss or damage whatsoever, even if Studio Violet was aware of the possibility that such loss or damage might be incurred by the Customer.

11.3.Subject to section 11.4, Studio Violet’s total aggregate liability to the Customer including without limitation liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, restitution or otherwise, arising from or in connection with the Agreement, the Studio Violet Subscription Service or any of the websites operated by Studio Violet shall for any and all actionable circumstances be limited to the fee paid by the Customer under the Agreement.

11.4. Nothing in the Agreement shall operate so as to exclude or limit either party's liability to the other for death or personal physical injury arising out of negligence, fraud or fraudulent misrepresentation.

11.5.In case of force majeure, Studio Violet shall have the right to suspend services and/ or cancel or reduce the content and compilation of the Studio Violet Subscription Service to be provided and shall not be liable in any way for loss, damage or expense arising directly or indirectly from this, or any other failure or delay in Studio Violet’s performance of the Studio Violet Subscription Service, to the extent that this has been caused by any circumstance beyond Studio Violet’s reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics/pandemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation; industrial disputes (whether or not involving employees of Studio Violet); or failure or delays by Studio Violet’s material subcontractors, suppliers or partners.

12. Assignment and Transfer

12.1.Neither party may assign and/or transfer any of their rights and obligations under the Agreement to any third party without prior written consent from the other party which may not be unreasonably withheld. Notwithstanding the foregoing, Studio Violet may assign its rights and obligations under this Agreement in connection with a consolidation, merger, acquisition or sale of substantially all of its assets, shares or activities without the prior written consent from the Customer.

13. Notices

13.1.Any notice or other communication under this Agreement given by any Party to any other Party shall be in writing and will be effective upon delivery as follows:

13.1.1 if to the Customer,

13.1.1.1 when delivered via registered mail, return receipt requested, to the address specified in an Order Form; or

13.1.1.2 when sent via email to the email address specified in the Order Form or otherwise on record for the Customer; and

13.1.2 if to Studio Violet when sent via email to studiovioletnc@gmail.com. Any such notice, in either case, must specifically reference that it is a notice given under this Agreement.

14. Severability, Survival and Precedence

14.1.The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement does not affect the continuation in force of the remainder of the section (if any) and of the Agreement as a whole.

15. Entire Agreement

15.1.The Agreement constitutes the entire agreement between the Customer and Studio Violet in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written.

15.2.No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

15.3.This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party.

16. Governing Law and Jurisdiction

16.1.The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with North Carolina law.