Roughley Originals Ltd.

TERMS AND CONDITIONS

Roughley Originals is a trusted provider of school photography services to schools and families in Edmonton, Alberta. Roughley Originals Ltd. located at 15011 58 Street NW, Edmonton, Alberta, T5A 4H4 operates and administers the website at roughleyoriginals.gotphoto.com (the “Website”). These Terms and Conditions of Use (“Terms”) govern your interactions with and use of the Website, including all content and transactions on or through the Website.

BY USING THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE DISSATISFIED WITH THE WEBSITE OR ANY CONTENT ON THE WEBSITE, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. PLEASE READ THESE TERMS CAREFULLY, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE.

These Terms May Change

We reserve the right to update or modify these Terms at any time without prior notice. Your use of the Website following any such change constitutes your agreement to follow and be bound by the Terms as changed. For this reason, we encourage you to review these Terms whenever you use this Website.

User Conduct

You agree to use the Website only for lawful purposes. You agree not to take any action that might compromise the security of the Website, render the Website inaccessible to others or otherwise cause damage to the Website or any content accessible from the Website. You will not use the Website for unlawful purposes, including but not limited to sending or storing any unlawful material or for fraudulent purposes. You agree not to use the Website in any manner that might interfere with the rights of third parties or that violates any federal, provincial, municipal, local or international law, rules or regulations. You agree not to provide any information through the Website that is false or misleading, that attempts to hide your identity or that you do not have the right to disclose. You further agree not to access or attempt to access any Secured Features or User Content (defined below) that are not intended for you.

The Website is not intended for use by children under the age of 13. Use of the Website is void where prohibited by applicable law.

In its sole discretion, in addition to any other rights or remedies available to Roughley Originals and without any liability whatsoever, Roughley Originals at any time and without notice may terminate or restrict your access to any component of the Website.

User Accounts and Security

We may restrict access to some parts or features of this Website to users with registered accounts or other access credentials (the “Secured Features”). To access Secured Features, you may be asked to provide certain information. You are responsible for the security and privacy of any account credentials you establish, such as your username and password, or that are given to you by Roughley Originals, such as the Portrait Code or Pass Code. For security reasons, you must keep all such login/ access information confidential and not disclose them to any person or permit any other person to use them, except an authorized Roughley Originals representative. Where applicable, Roughley Originals recommends that you choose a password that is unique to you and not easily guessed by others. You should change your password on a regular basis, and you must log out of your Roughley Originals account at the end of each session. You agree that you will not assign or otherwise transfer your account to any other person or legal entity. You will not try to harm the Website in any way whatsoever.

All login names, passwords and codes remain the property of Roughley Originals, and may be cancelled or suspended at any time by Roughley Originals without any notice or liability to you or any other person. Codes may be changed at any time by Roughley Originals and without notice to you. Roughley Originals is not under any obligation to verify the actual identity or authority of the user of any login name or password.

You must immediately notify Roughley Originals of any unauthorized use of your login name, password or code, or if you know or suspect that your credentials have been lost or stolen, has become known to any other person, or has been otherwise compromised.

You acknowledge that no website or system (including this Website) is completely secure or free of risk. If you supply any personal or other information through this Website, you agree that we will not be responsible for any third party’s unauthorized access to or use of such information.

Transactions, Fees, Charges and Taxes, Availability, Prices, Misprints and Errors, and Orders

If you make a purchase, order custom products, schedule an appointment or otherwise transact with us through this Website, such transactions are also governed by these Terms and Policies, if any, specific to the product or service that are communicated to you before confirming the transaction. As an example, terms made part of an e-commerce checkout process or limitations stated in promotional materials would be covered by this. Please review these terms before making any transaction through this Website.

We use Stripe to accept payments and automate the financial process. Upon payment please refer to their privacy policy and terms of service for further information.

All fees and charges will be at the rates in effect at the time the charges were incurred. Charges incurred under these terms may include charges related to the use of the Service or your acquisition of the Products, as well as charges related to goods and services acquired through the Service. You are responsible for paying all fees, charges and applicable taxes associated with your use of the Service or acquisition of the Products and any such use or acquisition by any person using your account credentials. All fees will be charged in Canadian dollars to your selected method of payment by Roughley Originals and unless otherwise stated, do not include any applicable taxes, such as GST, PST, QST or HST. All sizes quoted are approximate.

Roughley Originals reserves the right to limit quantities; reject, correct, cancel or refuse orders; and terminate accounts, in its discretion, including, without limitation, if Roughley Originals believes that customer conduct violates these Terms, applicable law or is contrary or harmful to the interests of Roughley Originals or any related third parties.

In the event that Roughley Originals rejects an order, Roughley Originals will have no obligation to fulfill your order and you will have no obligation to pay Roughley Originals for the order. Roughley Originals also reserves the right, at its sole discretion, to cancel any order after acceptance for any reason. Some situations that may result in your order being rejected or cancelled include: (i) Limitations on quantities available for purchase; (ii) Inaccuracies on or errors in product or pricing information; (iii) A product recall on the item that you have purchased; or (iv) Problems identified by Stripe credit card payment services. Roughley Originals may also require additional verifications or information before accepting any order. Roughley Originals will contact you if all or any portion of your order is rejected after your order has been placed but before it is accepted by Roughley Originals or if additional information is required to accept your order.

In the event that an item is listed at an incorrect price due to an error in pricing, we will have the right to reject or cancel any orders placed for that item. In the event that an item is mispriced, Roughley Originals may, at its discretion, either contact you for instructions or cancel your order and notify you of such cancellation.

The prices, fees and charges associated with any of the Products, including without limitation any goods and services available through the Service, are subject to change at any time and from time to time without any notice or any liability to you or any other person. Also, due to the popularity of some goods and services, Roughley Originals cannot guarantee that goods or services advertised through the Service will be available when ordered or thereafter.

Your order shall be deemed to be accepted only if and when the Service sends an order confirmation e-mail to your e-mail address or Roughley Originals otherwise fulfills your order and provides you with confirmation of the foregoing. The order acceptance may provide you with confirmation of the terms of the transaction and may also provide you with certain information regarding availability and/or delivery of the relevant Products. If any payment due is not made by you, Roughley Originals may, in addition to any other remedies it may have, and at its sole discretion and without notice to you, (a) suspend its performance under this Agreement and revoke your Account and your access to and use of the Service, or (b) terminate this Agreement, revoke your Account and your access to and the use of the Service. If legal action is necessary to collect any amount which you owe, then you agree to reimburse Roughley Originals for any and all expenses incurred in collecting such amount, including without limitation all legal fees, all costs and all disbursements.

If you are not satisfied with your photo order, please notify Roughley Originals. We will investigate any deficiency with your order, and should Roughley Originals determine (at is sole discretion) that a deficiency exists, generate another copy for you. Due to the custom nature of personalized photo products the customer is solely responsible for the layout and or adjustment of photos ordered to meet their printing needs. This includes and is not limited to, cropping of photos to meet printing and sizing requirements, all sales are final.

Intellectual Property

Roughley Originals logo and marks

Roughley Originals logo and trademarks may be used only on the Roughley Originals Website and by permitted users who have signed agreements with Roughley Originals.

Portraits

Except as specifically authorized through the sale of a product or service, or on a written release signed by us, images and information from this Website may not be reproduced in any way. All images created by Roughley Originals are the property of Roughley Originals Ltd., and may only be used with our prior written permission.

Roughley Originals Content

All of the content on the Website, including, for example, all of the page headers, images, illustrations, graphics, audio clips, video clips, and text (correctively “Content”), are subject to trademark, service mark, trade dress, copyright and/or the intellectual property rights or licenses held by Roughley Originals Ltd. or by third parties who have licensed their materials to Roughley Originals or one of its subsidiaries. Except as otherwise provided in a written agreement from Roughley Originals, the Content of the Website, and the site as a whole, are intended solely for informational, personal, noncommercial use by the users of our site. You may download, print and store selected portions of the Content, provided you (1) only use these copies of the Content for your own informational, personal, non-commercial use, (2) do not copy or post the Content on any network computer or broadcast the Content in any media, and (3) do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded materials is transferred to you as a result of any such downloading. Roughley Originals reserves complete title and full intellectual property rights in any Content you download from this Website. Except as noted above, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the Content without first obtaining written permission from Roughley Originals. Any use or disclosure of Roughley Originals’ Content that is contrary to these Terms is undertaken at your own risk and Roughley Originals assumes no liability whatsoever for such use or disclosure. Roughley Originals reserves the right to commence a proceeding against you for your improper or illegal use or disclosure of Roughley Originals Content.

Submissions

We welcome your comments regarding the Website. Any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Comments”) sent to us (other than User Content, defined below) shall be and remain the exclusive property of Roughley Originals. Your submission of any such Comments shall constitute an assignment to Roughley Originals of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. Roughley Originals will be entitled to use, reproduce, disclose, publish and distribute any material you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork. Roughley Originals reserves the right to take action against you if your comments are harassing, distasteful, offensive, or otherwise inappropriate for or to Roughley Originals.

DISCLAIMERS

THIS WEBSITE IS OPERATED BY ROUGHLEY ORIGINALS ON AN “AS IS” AND, “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. ROUGHLEY ORIGINALS LTD. DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE WEBSITE AND ITS CONTENTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ROUGHLEY ORIGINALS LTD. DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE OR SERVICES OFFERED ON THIS SITE. WITHOUT LIMITING THE FOREGOING, ROUGHLEY ORIGINALS LTD. DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE WEBSITE IS ACCURATE, COMPLETE OR CURRENT OR THAT THE WEBSITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR. ROUGHLEY ORIGINALS LTD. DISCLAIM ANY LIABILITY AS TO THE ACCURACY OR COMPLETENESS OF EACH ITEM DESCRIPTION. ROUGHLEY ORIGINALS LTD. DOES NOT ENDORSE NOR MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT ANY THIRD PARTY WEBSITE YOU MAY ACCESS THROUGH THE WEBSITE. LINKS TO OTHER SITES ARE PROVIDED FOR CONVENIENCE ONLY. YOU NEED TO MAKE YOUR OWN DECISIONS REGARDING YOUR INTERACTIONS OR COMMUNICATIONS WITH ANY OTHER WEBSITE. ROUGHLEY ORIGINALS LTD. MAKE NO REPRESENTATION THAT CONTENT PROVIDED ON THE WEBSITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF CANADA.

LIMITATION OF LIABILITY

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS BELOW MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

UNDER NO CIRCUMSTANCES SHALL ROUGHLEY ORIGINALS LTD. OR ANY OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ANY ROUGHLEY ORIGINALS BUSINESS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

AS NOTED, APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF ROUGHLEY ORIGINALS LTD. UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100).

Indemnification

You understand and agree that you are personally responsible for your behaviour in connection with the Website and its Content. You agree to indemnify, defend and hold harmless Roughley Originals Ltd. and any of its employees, Directors, Officers, agents, vendors or suppliers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary or indirect damages), and reasonable attorneys’ fees, resulting from or arising out of (a) your User Content, (b) use or misuse of the Website and its Content by you or any other person who accesses the Website using your account, or (c) any violation of these Terms.

Governing Law and Jurisdiction

All matters relating to the use of this Website and any of its content, information or materials accessible on it, and any disputes or claims arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to or application of any choice-of-law or conflict-of-laws principles, provisions, or rules thereof. The exclusive jurisdiction for any claim, action or dispute with Roughley Originals or relating in any way to your use of the Website or a purchase made on the Website will be in the courts of the Province of Alberta (Canada) unless required otherwise by applicable laws of your province or territory of residence. You waive any and all objection to exercise of jurisdiction over you by such courts and to venue in such courts. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THIS WEBSITE MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES OR ARISES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

General Provisions

Entire Agreement: These Terms, our Privacy Policy, and any other relevant Roughley Originals documents or policies constitute the entire agreement between you and us with respect to this Website, and supersede all prior understandings, agreement, representations and warranties related thereto. No amendment to these Terms will be valid unless made by Roughley Originals Ltd.

Waiver; Severability: No waiver of any provision or breach of these Terms shall be effective unless made in writing, or shall be construed to be continuing waiver of such provision or breach. In the event any portion of these Terms is held to be invalid or unenforceable, such portion shall be construed as nearly as possible to reflect the original intent of the parties, or shall be severable from these Terms.

Correction of Errors and Inaccuracies: The information on this Website may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order). Please note that such errors, inaccuracies or omissions may relate to product description, pricing and availability. We apologies for any inconvenience this may cause you.

Questions or Comments: If you have any questions or comments related to these Terms or this Website, please contact us through any means described in the “Contact” feature of this Website or by writing Roughley Originals, 15011 58 Street NW, Edmonton, Alberta, T5A 4H4, attention: Corporate Communications.

It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.