Membership Agreement for LEDSignStudio.com

Key Points in Plain English

You agree to all current Terms of Use and this Membership Agreement when you access and use this site.

You agree to register under your legal name and follow all site rules and procedures. You certify that you are of legal age to form a contract.

You may purchase Download Credits from the Buy Credits Page for use in purchasing licensed content from the site.

You agree to respect all copyrights and intellectual property rights for all materials on the site. You will not infringe on anybody's copyrighted works in any way.

Passwords are confidential – protect yours.

You agree to use this site only as it is intended while causing no disruptions to the site or other members or business interference of any kind.

Although LED Sign Studio may edit or remove content in its sole discretion, you are solely responsible for any content uploaded under your member name and account.

You agree to not use or disclose any confidential information.

This Agreement is personal to you and may not be transferred or assigned.

You agree to be 100% financially responsible for any damages resulting from your breach of this Agreement or violation of any other party's copyright or other intellectual property, including payment of attorney's fees and court costs. You agree to fully indemnify LED Sign Studio for any damages resulting from your breach of agreement(s) or misconduct.

LED Sign Studio reserves the right to terminate this Agreement and your access to the site in their sole discretion for violations of this or any other related agreement(s) made with LED Sign Studio.

Detailed Agreement

This Membership Agreement governs your membership in the LEDSignStudio.com community, allowing you full access to the membership portions of the web site located at www.LEDSignStudio.com (the "Site"). This Membership Agreement is in addition to the Terms of Use applicable to the Site, which is incorporated by reference and made part of this Membership Agreement. The Site is operated by LED Sign Studio, Inc. ("LED Sign Studio").

Your access to and use of the Site is subject to the terms and conditions of this Membership Agreement and the Terms of Use, and all applicable laws. By accessing and browsing our Site, you accept, without limitation or qualification, these terms and conditions. If you do not agree to them, please DO NOT USE THIS SITE. Your continued use of our Site evidences your agreement to be bound by each of the Terms of Use, this Membership Agreement, our Privacy Policy, all applicable Content Licensing Agreements and applicable Extended Licenses, applicable Independent Contractor Artist Supply Agreements, and Intellectual Property Transfer Agreements. Your continued use of our Site further constitutes a legally binding contract between you and LED Sign Studio. In the event of any inconsistency between this Membership Agreement and the Terms of Use, the terms of this Membership Agreement shall govern.

LED Sign Studio reserves the right to update and revise this Membership Agreement without notice at any time, therefore you should periodically review this Agreement, the Terms of Use, and related documents posted on our Site. Continued use or accessing of our Site after any modifications to the Terms of Use, Membership Agreement, or related documents shall constitute your acceptance of these changes.

Download Credits

Download credits can be purchased from the Buy Credits Page within the membership portion of the Site. Credits can be purchased online with VISA, MasterCard, AMEX, PayPal, or with check or money order by mail.

The price of credits purchased through the Site will be the price specified in the Site at the time of your purchase. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize LED Sign Studio to charge the designated credit card, or PayPal account, for the total amount of the purchase.

Use of Content

You acknowledge that the Site contains or may contain information, software, photographs, illustrations, video files, animations, flash files, data files, code snippets and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of LED Sign Studio and its affiliates or other third parties (including other members).

You may not publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement).

Content is provided to the Site through members entering into an Independent Contractor Artist's Supply Agreement, either on an exclusive or non-exclusive basis (each, a "Content Supply Agreement"). Subject to the provisions of the applicable Content Supply Agreement, you may post on the Site any Content owned wholly by you. You may download Content only in accordance with the terms of this Membership Agreement and the then applicable Content License Agreement.

Passwords

You acknowledge and agree that the Member Name and Password chosen or assigned to you 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 LED Sign Studio.

You acknowledge and agree that you will be responsible for each and every access or use of the membership portions of the Site that occurs in conjunction with your Member Name and such passwords, and that LED Sign Studio is authorized to accept your Member Name and password as conclusive evidence that you have accessed or utilized the membership portions of the Site. You acknowledge that such password(s) are unique to you and that, although LED Sign Studio does have the ability to reset such password(s), LED Sign Studio does not have the ability to access the password(s) themselves.

Rules of Conduct

You specifically acknowledge and agree to abide by the general and specific rules of conduct as published in the Site's Terms of Use.

You acknowledge that Forums are public and not private communications. Further, you acknowledge that no communication of a third party or Content is endorsed by LED Sign Studio and no communication of a third party or Content may be considered reviewed, screened or approved by LED Sign Studio.

You agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site.

Managing Content

LED Sign Studio does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content of such communications or Content. Notwithstanding the foregoing, LED Sign Studio reserves the right to delete, move or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Membership Agreement, the Terms of Use, or is otherwise unacceptable. You shall remain solely responsible for all communications made or Content uploaded under your Member Name. LED Sign Studio shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by LED Sign Studio to determine acceptable Content is done as a courtesy only.

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 Site constitutes valuable, confidential, proprietary information of LED Sign Studio 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 LED Sign Studio, 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 LED Sign Studio, 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, Site content belonging to others and other intellectual property.

Indemnity

You agree to indemnify, defend and hold LED Sign Studio and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "LED Sign Studio Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including legal fees) incurred by any LED Sign Studio Party in connection with: (i) any use or alleged use of the Site under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Member Name; or (iii) any breach by you of this Membership Agreement. LED Sign Studio 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 LED Sign Studio'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 help@ledsignstudio.com or by such other means of written notice acceptable to LED Sign Studio which enables confirmation of your identity and your intention to terminate. LED Sign Studio reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Site at any time for any reason without prior notice or liability. LED Sign Studio may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.

Termination of this Membership Agreement does not relieve you of your obligations to not use the membership portions of the Site or any Content other than in the manner permitted under this Membership Agreement or any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement). Termination of this Membership Agreement shall operate without prejudice to the LED Sign Studio's rights, defenses and limitations of liability provided under this Membership Agreement and the Terms of Use, 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 Site, you agree to forfeit all download credits remaining in your account.

Age and Responsibility

You represent and warrant that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site. You agree to be responsible for all of your use of the Site as well as for use of your Member Name and password(s) by others, including without limitation, minors living with you.

Applicable Law and Forum.

This Membership Agreement and the relationship between you and LED Sign Studio shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions. You and LED Sign Studio agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California.

You further 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 Site, or such other address as you may advise us in writing to use, from time to time.

If LED Sign Studio must go to court to enforce any of its rights, or it's Licensor's rights, or in any other legal dispute between LED Sign Studio and you, LED Sign Studio shall be entitled to recover its reasonable attorneys' fees, legal expert fees, and other legal expenses from you.

Assignment and Transfer

This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without LED Sign Studio's prior written consent. LED Sign Studio may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

Unauthorized Use Fee

Any use of LED Sign Studio's or its Content Supplier's Content in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling LED Sign Studio to exercise all rights and remedies available to it under U.S. copyright laws. Member shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to LED Sign Studio's other remedies under this Agreement, LED Sign Studio reserves the right to charge and Member agrees to pay a fee equal to five (5) times LED Sign Studio's normal license fee for use of the Content.

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 herein, and to the extent of their incorporation herein you agree to be bound by them.

LED Sign Studio'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 against 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.

Contact

If you have concerns relating to the Site or this Membership Agreement, please contact LED Sign Studio at customer_service@ledsignstudio.com or via phone at (888) 267-1087

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS MEMBERSHIP AGREEMENT, THE TERMS OF USE, AND RELATED DOCUMENTS INCORPORATED HEREIN, THAT YOU UNDERSTAND THESE DOCUMENTS, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS MEMBERSHIP AGREEMENT, THE TERMS OF USE, AND RELATED DOCUMENTS INCORPORATED HEREIN, ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LED Sign Studio, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LED Sign Studio RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.