Terms of Use
Welcome to H-Studio. We are glad you are here, and would like to inform you of our terms of use below. Access to and use of this website is subject to the terms and conditions (the “Terms of Use”) and apply to the H-Studio websites, including those sites located at https://www.h-studio.co.za, and https://www.hettieonline.co.za, and also applies to your use of H-STUDIO’s mobile web applications, as well as your use of H-Studio extension for desktop web browsers, including but not limited to H-Studio Social media. The Site is the property of Hettie Online (Pty) Ltd. dba H-Studio located at Thornhill Office Park, H-STUDIO HQ, Building 10, 94 Bekker Street, Vorna Valley, Midrand, Johannesburg 1686 (“H-Studio,” “our,” or we”) and its licensors. By using the Site, you accept and are bound by these Terms of Use. If you are an employee or agent of an entity, you represent and warrant that you have the authority to bind such entity, and your acceptance of these terms of use shall be so binding upon such entity. If you do not agree, do not use this Site.
Basics to using the Site
By using our Site, you agree to abide by all applicable local, state, federal, and international laws, rules, treaties, conventions and regulations including but not limited to those governing intellectual property and privacy rights. As used in this section, all applicable privacy laws shall include the EU General Data Protection Regulation (“GDPR”), the law of any member state of the European Union, the UK Data Protection Legislation and any other applicable law. Copying, reproducing, advertising, uploading, selling, and otherwise using a product, item, description, design or image on the Site in violation or infringement of another party’s legally protected trademark, copyright, likeness, publicity, privacy, patent, trade secret, or any other protected interest is strictly prohibited.
You may not post, link or upload (i) viruses or any material that is harmful to our Site or our user’s computers; (ii) use any robot, spider, scraper or other automated means to access the Site for any purpose; (iii) post, link or upload objectionable content, in our sole discretion, to our community as a whole, including content that is obscene, indecent, defamatory, hateful or intolerant in nature; (iv) publish content that constitutes “junk mail”, “spam”, “phishing”, unsolicited or bulk electronic communications, chain letters, or pyramid schemes; (v) export or re-export any H-Studio application or tool; (vi) reproduce, perform, display, distribute, reverse engineer, or prepare derivative works of the Site or any Site content (including works covered by any copyrights, trademark, patent, or other intellectual property rights) that belongs to or is licensed to H-Studio, or belongs to another H-Studio user or to a third-party, except with prior express written permission of H-Studio and/or any other party holding the right to license such use; (vii) commercialize any H-Studio application or any information or software associated with such application; (viii) harvest or otherwise collect information about users without their consent; or (ix) circumvent any technical measures H-Studio uses to provide the services.
Vendors and Buyers are responsible for obtaining and/or furnishing resale certificate(s) or as otherwise required by the applicable jurisdiction(s) requirements and are responsible for complying with the laws and requirements of all applicable jurisdictions, including but not limited to those matters relating to resale certificates, seller’s permits, and tax requirements.
We may report any activity that may violate the law to officials, regulators or other third parties, and we may do so without prior notice to you.
You agree to provide true, accurate, current, and complete information about you as prompted during the registration process for any H-Studio services, and to maintain and update this information to keep it accurate.
Reference throughout these Terms of Use are made to H-Studio’s wholesale business (“H-Studio Wholesale). It’s important that you understand which terms apply for the service(s) that are applicable to you. H-Studio reserves the right to restrict or expand its services that applies to H-Studio Wholesale, at anytime and in its sole discretion.
About links to other websites
The Site may contain links to third-party websites. H-Studio is not responsible for and does not endorse the content of such third-party websites, or any information, products or materials found there, or any results that may be obtained from using them. You will need to make your own independent judgment regarding your interaction with any third-party websites. Your access of any third-party websites linked to our Site is entirely at your own risk. H-Studio has no responsibility for any damages or injuries arising from your visits to third-party websites.
About accounts and passwords
You are responsible for maintaining the confidentiality of any account numbers and passwords assigned to you or selected by you, and you shall be fully responsible for all activities that occur through any use of your password or accounts. You agree not to share your account credentials to others and to notify H-Studio immediately if you become aware of any unauthorized use of your password or account or any other breach of security related to our services. You may be held liable for losses incurred by H-Studio or any other user of or visitor to the Site due to someone else using your password or accounts as a result of your failing to keep your account information secure and confidential. You must be of adult age to use or become a member of this site. No user, subscriber or member may be under the age of 18 years of age. You agree not to gain or attempt to gain unauthorized access to any portion or feature of the Site, or any other system or network connected to the Site or to any of our systems or networks, by hacking, “password-mining” or using any other illegitimate method of accessing data.
About your Privacy
H-Studio’s Privacy Policy applies to the use of this Site, and its terms are made a part of these Terms of Use by this reference. Click here to view H-Studio’s Privacy Policy. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
Will the Terms of Use change?
These Terms of Use may be changed by H-Studio any time, it is your responsibility to check these Terms of Use periodically for changes before accessing, using, selling or purchasing any products or services through our Site. The latest version of these Terms of Use will be posted on the Site and it is our sole discretion to change without prior notice. Your continued use of the Site after a posted change in these Terms of Use will constitute your acceptance of and agreement to such changes.
What may happen if a product or service on the Site is listed incorrectly?
In the event a product or service is listed at an incorrect price or with incorrect information, H-Studio reserves the right, at its sole discretion, and without liability to you, to refuse or cancel any orders placed for that product(s) or service(s) whether or not they have been confirmed and whether or not your credit card has been charged or other payment has been accepted.
About H-Studio Wholesale’s Checkout Terms of Service
The below H-Studio Wholesale Checkout Terms of Service apply when you use the H-Studio Wholesale Checkout service (powered by PayPal) for purchases of products or services on the Site.
The H-Studio Wholesale Checkout service is technology that makes it easier for vendors on the Site (“Vendors”) to collect payment. H-Studio Wholesale Checkout service also makes it easy for you to store a credit card or debit card (“Payment Credentials”) with H-Studio for use across the websites for Vendors who have chosen to enable it. When you check out on H-Studio, we will ask you if you would like us to remember you. When you allow us to remember you, H-Studio (powered by Paypal) will store certain identifying information, such as a password, your email address, or your mobile phone number (“Paypal Credentials”), and your Payment Credentials. The advantage of providing such information is that it will make your checkout quicker and easier if you come back to the same website, or to any of the other websites that use H-Studio Wholesale Checkout service. This can be especially handy when you are on a mobile device or do not have your credit card in front of you.
H-Studio Wholesale Checkout service is a way of storing your Payment Credentials, but it does not change anything about your relationship with the Vendors you are paying or your bank or credit card company. You are ultimately responsible for the purchases you make using H-Studio. Also, the Vendor is responsible for providing you with the products or services that you purchase using H-Studio Wholesale Checkout service, not H-Studio. H-Studio will use all reasonable efforts to keep your Payment Credentials secure. When using the H-Studio Wholesale Checkout service, you are purchasing products or services from Vendors, and not H-Studio. Representations made to you regarding product or shipping cost or prices are the representations of Vendors, and not H-Studio. If you want to delete your Payment Credentials, stop storing information using H-Studio Wholesale Checkout, or otherwise change your settings, you can go to “My Account” and update certain preferences.
All our Vendors are pre-vetted before approved to sell on the site. You hereby acknowledge and agree that you must communicate with H-Studio if there are any weird or fraudulent activities with a Vendor on the site, or else shall not hold H-Studio liable for any Vendor activities on the Site, and that you do and will hold H-Studio harmless for any fees, costs, or expenses charged to or sought from you by a Vendor (or any other party) that were not reviewed or previewed prior to the activities, including, but not limited to, shipping costs, as a result of your use of the H-Studio Wholesale Checkout service (“Costs”).
You acknowledge and agree that by using the H-Studio Wholesale Checkout service, either H-Studio or Vendor will thereafter be determining and charging you a not-yet-known or an as-yet-to-be-finalized shipping fee, after checkout, in addition to the price of the order quoted at the time of checkout. You agree that you will hold H-Studio harmless with respect to the final shipping costs, resulting changes to your orders, and any and all associated Costs resulting from such determination.
You shall have no more than seven (7) days from your receipt of any order shipped or caused to be shipped by Vendors to you to reject such order based upon shipping costs or order variance, provided, however, all purchased items in any given order must be returned, with boxes unopened and with products in their original packaging, within seven (7) days from your receipt of the order. Furthermore, you shall be solely responsible for all return shipping costs.
Your purchase order amount may differ from the final invoice amount due to variances in the inventory conditions of ordered items and different shipping methods used by Vendors. If all items are in-stock, Vendors will add shipping charges to your ordered amount to calculate the final invoice amount and process the order without sending a separate notification. If some items in your order are out-of-stock, your purchase order will be split into multiple orders and processed separately. If some items in your order previously marked as “in-stock” are unable to be fulfilled by the Vendor, the status of those items may be changed to “backorders. You will then be notified via message and/or email of such change in status. If you do not confirm the updated status within three (3) days, the order may be cancelled. If you have chosen to use H-Studio’s consolidated merged shipping service, H-Studio will charge the shipping fee and process your order without additional notification, provided however that the total costs of shipping will not exceed fifty percent (50%) of the total amount of the order, exclusive of shipping.
How does consolidated shipping for H-Studio Wholesale work?
You can find additional information about our consolidated shipping services here. In general, please allow for the mentioned number of business days under shipping information for Vendors to deliver items to H-Studio. If we anticipate a longer lead time, we will contact you via telephone or email. If you have any questions about your order, please contact us at [email protected] or +27765446611. You should receive an email confirming your order shortly after order placement. If you do not see the email, please check your spam folder. The registered email will be used to send the tracking information. We are in the works to expand to other countries to provide more affordable shipping cost options. Please note that daily weighted shipping rates may vary and shipping costs generally depends on the destination, weight and size of the shipment.
Returns and refunds
When making purchases on the Site and using the H-Studio Checkout service, for H-Studio Wholesale, you are purchasing products from vetted Vendors, and not H-Studio. Representations made to you regarding return/refund policy are the representations of Vendors, and not H-Studio (We do however help facilitate the Returning Process). For those items that are labeled as being “Fulfilled by H-Studio or “Listed by H-studio In-House, On-Demand Headwear, a contracted company of H-Studio, shall be considered the Vendor from whom you are purchasing and H-Studio’s applicable return and refund policy shall govern. Your purchases are subject to the applicable Vendor’s return/refund policy as may be found on the Vendor’s page.
Conditions to redeem HS Coupons for H-Studio Wholesale
HS Coupon (“Offer”) must be redeemed at the time of checkout. Offer is available for a limited time, while supplies last and cannot be used once expired. Offer may not be combined with other offer(s) and Offer is valid for one-time use only. Offer applies to only qualifying items and/or service. Offer is non-transferable, non-assignable, and may not be sold. Offer is not redeemable for cash, nor is it valid toward previous purchases. Offer value cannot exceed the value of the item/service it is applied to. Offer may be forfeited if the order subsequently becomes modified. If any of the items related to Offer is returned, the refund amount will equal the amount paid for the item, subject to applicable return and/or exchange policy and Offer will not be returned. H-Studio reserves the right to modify or cancel the offer at any time. Other restrictions may apply.
Vendor Rewards Program for H-Studio Wholesale.
Participating H-Studio Vendors offer a rewards program (the “Reward”) at H-Studio, allowing H-Studio buyers to earn and redeem rewards points (“Points”) in accordance with each participating Vendor’s Rewards policy. A list of participating Vendors can be found here and the Rewards Policy can be found here.
Unexpired earned Points can only be redeemed with the same Vendor which the Points were earned from. Points are non-transferable and not for resale. Points cannot be redeemed for cash and do not have any cash value. If a participating Vendor closes a H-Studio account, then any Points remaining in Buyer’s Rewards Account from the said Vendor will be forfeited. Buyer will forfeit all unused Points upon close of Buyer’s H-Studio account or if H-Studio or participating Vendor(s) terminate Buyer’s participation in the Rewards. All earned Points are subject to expiration.
Rewards policy is subject to change. H-Studio reserves the right to terminate, change, limit, modify the Rewards and its terms and conditions at any time at its sole discretion, with or without notice. Buyer’s continued participation in the Rewards will constitute Buyer’s acceptance of all applicable and most recent, including but not limited to H-Studio and participating Vendors’, terms and conditions governing the Rewards. H-Studio reserves the right, in its sole discretion, to cancel, terminate, modify, extend or suspend the Rewards should cheating, fraud or other causes beyond its control by Vendors, Buyers, or third-parties affect the fair and proper administration of the Rewards.
Intellectual Property, Copyright, Trademark and Disclaimer Notices.
The content of our Site including, but not limited to, text, design, graphics, logos, files, images, photos, video, software, code, and other proprietary content are all property of H-Studio and its business partners and others that have granted H-Studio the right and license to use it, and is protected by all applicable law concerning copyright, trademark, and other proprietary rights. All trademarks and trade names used on our Site are proprietary to H-Studio, its business partners, or others. The “H-Studio.co.za®” and “H-Studio®” marks are registered trademarks of Hettie Online Pty Ltd.
Site content may not be used except as provided in these Terms of Use, and no portion of the content may be reprinted, republished, or distributed in any form without the express written consent of H-Studio and/or its partners. You may not copy, reproduce, reverse engineer, decompile, transmit, distribute, license or create derivative works of the content of the Site or any portion thereof. You may not modify or alter the content in any way, or delete or change any copyright or trademark notice.
HS Events
If you participate in any HS Events sponsored events, programs, or services, you will be subject to the respective terms and conditions of the HS Events hosted events, programs, or services. It is your responsibility to understand and follow the applicable terms and conditions for your event, program, and/or services.
How do I report copyright infringement claims?
H-Studio respects the intellectual property of others and has taken steps to be compliant with the “safe harbor” provisions of the Dramatic, Artistic and Literary Rights Organisation Act (“DALRO”). A Designated Agent (as shown below) has been registered with the S.A. Copyright Office to receive notifications of allegations of infringement. You acknowledge that submitting a claim of copyright infringement may have serious legal consequences and submitting intentionally misleading reports of infringement may be punishable under the DALRO.
To learn more about the DALRO information, go to the dalro.co.za/copywrite/infringement for more information.
Claims of copyright infringement, including all the above information must be submitted to [email protected]. H-Studio is not required to respond to notices that do not meet the above requirements of the DMCA copywriter infringement Act.
Upon our receipt of a valid claim, in which all required information is provided, H-Studio will undertake to have the disputed content removed from public view. We will also notify the subscriber who posted the allegedly infringing content of the removal, and may take any other measures required or allowed by applicable law.
How do I report other Intellectual Property infringement claims?
If you feel that you have a claim for an intellectual property rights infringement other than for copyright, you can send an email to [email protected]. When submitting your claim, please provide the following:
1. Identification and description of your right(s) claimed to have been infringed upon;
2. Identification and description of the content on our Site that is claimed to be infringing;
3. The nature of the infringement e.g., trademark, patent or other;
4. Information sufficient to permit us to locate the content on our Site, such as providing web addresses (URLs) leading directly to the allegedly infringing content;
5. Any other additional information you may deem relevant for us to best investigate your claim;
6. Your name and title, company name, email address, mailing address, and telephone number; and
7. A signed declaration under penalty of perjury by you, that the content you are claiming to infringe on your intellectual property rights, is based on a good faith belief and that all other information you are providing in your claim is correct and accurate.
Upon receipt of your notice of claim of infringement, we will provide you with a confirmation, a request for additional information or reports, if necessary, and promptly investigate your claim of infringement to promptly take the disputed content removed from public view.
Important disclaimers and limitation of liability needed to know.
Our Site and services are provided on an “as is” and “as available” basis. You understand that H-Studio does not guarantee that anything on our Site will be free of infection or viruses that might damage or interfere with your computer, data or personal information. By agreeing to use the Site, you are assuming total responsibility and risk.
H-Studio does not make any express or implied warranties, representations or endorsements whatsoever (including but not limited to, warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to our Site, its contents, or any services provided through our Site.
Except where prohibited by law, in no event will H-Studio, H-Studio.co.za, @hstudio_marketplace and H-Studio’s officers, directors, shareholders, successors, and permitted assigns be liable to you for any indirect, special, incidental, consequential, exemplary or punitive damages of any kind, including lost profits even if we have been notified of the possibility of such damages. H-Studio assumes no risk or responsibility for your use of, or inability to use, the Site and any content contained therein. If you are dissatisfied with the Site or any content on our Site, or with these Terms of Use, you’re only remedy is to cease using the Site. This disclaimer of liability also applies to any damages or injury caused by H-Studio’s failure of performance, error, omission, interruption, deletion, defect, delay in operations or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence or any other cause of action.
If, notwithstanding the other provisions of these Terms of Use, H-Studio is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any content on the Site, H-Studio’s liability shall in no event exceed the greater of (1) the total of any fees for any H-Studio service paid to H-Studio in the six months prior to the date of the initial claim made against H-Studio.
Indemnification.
You shall defend, indemnify and hold harmless, Hettie Online Pty Ltd, H-Studio.co.za, @hstudio_marketplace and H-Studio’s officers, directors, shareholders, successors, and permitted assigns (“Indemnified Parties”) from and against all demands, loss, liability, claims, costs, suits, and damages, including attorneys’ fees made against the Indemnified Parties by any third-party due to or arising out of or in connection with (i) your breach of these Terms of Use or the Agreements (as defined below); (ii) your use of the Site and any of the services provided by H-Studio, or your activities on or through H-Studio.co.za Vendor account(s); (iii) any innocent, negligent, willful, dishonest, fraudulent or reckless acts or omissions of yours; (iv) any of your infringement or violation of third-party intellectual property or proprietary rights, including but not limited to, any products you sell or any content you provide or upload to our Site; (v) any breach of privacy by you or your customers or users; (vi) your violation of any local, state, or federal laws, including but not limited to complying with appropriate resale certificate requirements of your jurisdiction(s); (vii) the misuse of your password or account numbers; or (viii) your violation or breach of a third-party websites’ terms of use. You agree that the remedies set forth in this subsection are in addition to any rights and remedies H-Studio may have, all of which rights and remedies are expressly reserved.
Governing Law.
Except as otherwise provided herein, you agree that all matters relating to your access to or use of the Site, the H-Studio services, and the Agreements, including all disputes, will be governed by and construed in accordance with the laws of the Trade Union of the United States and South Africa, without regard to its conflict of law provisions. You and H-Studio shall endeavor to resolve through good faith negotiations any dispute arising under or relating to these Terms of Use before proceeding to binding arbitration. If a dispute cannot be resolved through such negotiations within a reasonable time, either party may request for claims to be resolved by binding arbitration to be conducted in Johannesburg, South Africa by the South African Arbitration Association, under applicable SAAA rules then-in-effect. Payment of all filing, administration and arbitrator fees will be governed by the SAAA’s rules, except as provided in this section. To begin an arbitration proceeding, either party must send the other party written notice requesting arbitration and describing such party’s claims.
Any and all proceedings to resolve claims will be conducted only on an individual basis and not in a class, consolidated or representative action. The South African Federal Arbitration Act and South Africa federal arbitration law apply to these Terms of Use. An arbitration decision may be confirmed by any court with competent jurisdiction.
Other Terms and Conditions.
Other terms, policies, guidelines, and agreements, along with these Terms of Use on the Site, including but not limited to the Privacy Policy, Buyer Services Agreement (if applicable), Rewards Policies, and HS Events Terms and Conditions (the “Agreement”) also govern your use of the Site and your relationship with H-Studio, and they are herein incorporated by this reference, as applicable.
Notice.
Except as set forth in the Intellectual Property section above, any notice hereunder must be in writing to the address set forth above and will be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. Mail (return receipt requested); or (iii) one (1) day after it is sent if by next day delivery by a major commercial delivery service, with a copy via electronic mail.
Social Network: Facebook, Twitter, and YouTube.
The H-Studio Facebook, Instagram, Twitter, YouTube, and any other social media platforms or pages are run and maintained by individuals from H-Studio. The views, opinions, depicted results and experiences expressed in user-submitted comments are solely those of the author and do not necessarily reflect those of H-Studio.
Electronic Signature.
The parties acknowledge and agree that the use of any electronic signature on this Site or on any Agreements, shall be considered as an original for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., pdf, etc.) of an original signature.
H-Studio Buyer Services agreement:
This contract for buyer services (the “Buyer Services Agreement”) between all buyers on H-Studio (the “Buyer” or “you”) and Hettie Online Pty Ltd. dba H-Studio located at Thornhill Office Park, H-STUDIO HQ, Building 10, 94 Bekker Street, Vorna Valley, Midrand, Johannesburg 1686 (“H-Studio,” “our,” or “us,” and collectively, the “Parties”) governs Buyer’s access, use, and purchase of products and services on http://www.h-studio.co.za; domain including any content, functionality and services and also applies to Buyer’s use of H-Studio’s mobile applications, as well as your use of H-Studio’s extension for desktop web browsers. By opening an account, Buyer agrees to be bound by the terms and conditions of this Buyer Services Agreement, the Terms of Use, any documents the foregoing agreements expressly incorporate by reference, and any additional terms and conditions found on the Site (the “Agreements”).
Amendments.
This Buyer Services Agreement may be changed by H-Studio without prior notice, at any time, in H-Studio’s sole discretion. The latest version of this Buyer Services Agreement will be posted on the Site. It is Buyer’s responsibility to check periodically for changes to the Buyer Services Agreement before accessing, using, or purchasing any products or services through the Site. Your continued use of the Site after a posted change in the Buyer Services Agreement will constitute your agreement to such changes.
Electronic Platform Provider.
Buyer acknowledges and agrees that H-Studio is an e-commerce platform provider that facilitates the marketing and sale of goods. Buyer further understands that H-Studio facilities but is not a direct party to any sales transactions conducted on the Site, which are freely conducted between, and at the sole discretion of the Buyer and vendor. Accordingly, Buyer further understands and agrees that H-Studio bears no responsibility or liability for claims of loss from transactions on the Site, or from conflicts and disputes between Buyer and vendor, or between the Buyers. Buyer is responsible for obtaining and/or furnishing resale certificate(s) or as otherwise required by the applicable jurisdiction(s) requirements and is responsible for complying with the laws and requirements of all applicable jurisdictions, including but not limited to those matters relating to resale certificates, seller’s permits, and tax requirements. All vendors and Buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
Disclaimer of Warranty and Liability.
Buyer acknowledges and agrees that H-Studio makes no guarantee or warranty with respect to any claims made by any vendor, including, but not limited to international vendors on H-Studio, regarding pricing, quality, origin, shipping cost, delivery date, availability, return/refund, suitability or authenticity of any items listed for sale on H-Studio. If, notwithstanding the other provisions of this Buyer Services Agreement, H-Studio is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any content on the Site, H-Studio’s liability shall in no event exceed the greater of (1) the total of any fees for any H-Studio service paid to H-Studio in the six months prior to the date of the initial claim made against H-Studio or (2) US $100.00.
Errors.
Information and product listings on H-Studio may contain typographical errors, inaccuracies or omissions. H-Studio therefore reserves the right, but not the obligation, to cancel transactions based on errors, to correct any errors, inaccuracies or omissions, and to change or update information at any time without prior notice.
Account Suspension.
At its absolute and sole discretion, H-Studio has the right to modify or terminate this Buyer Services Agreement at any time for any reason, or for any action or behaviour deemed as harmful or disruptive to other members (Buyers or vendors), or in any way detrimental to its business, reputation or image. H-Studio reserves the right to rescind, suspend and/or terminate the Buyer’s account at any time, without cause or advance notice, for any reason.
Site Issues.
In the event of Site issues or malfunction, H-Studio will undertake commercially reasonable efforts to correct the problem in a timely manner. H-Studio shall not be held liable for any claims of loss made by the Buyer as a result of Site maintenance or malfunction, or as a result of events beyond the control of H-Studio, including but not limited to, acts of God, natural disasters, fire, floods, terrorist acts, riots, wars, malicious software attacks, communications, power, pandemic, and utility disruptions.
Intellectual Property.
Copying, reproducing, advertising, uploading, selling, and otherwise using a product, item, description, design or image on the Site in violation or infringement of another party’s legally protected trademark, copyright, likeness, publicity, privacy, patent, trade secret, or any other protected interest is strictly prohibited.
Indemnification.
Buyer shall defend, indemnify and hold harmless, Hettie Online Pty Ltd, H-Studio.co.za, @hstudio_marketplace and H-Studio’s officers, directors, shareholders, successors, and permitted assigns (“Indemnified Parties”) from and against all demands, loss, liability, claims, costs, suits, and damages, including attorneys’ fees made against the Indemnified Parties by any third-party due to or arising out of or in connection with (i) your breach of this Buyer Services Agreement or the Agreements; (ii) your use of the Site and any of the services provided by H-Studio, or your activities on or through H-Studio.co.za vendor account(s); (iii) any innocent, negligent, willful, dishonest, fraudulent or reckless acts or omissions of yours; (iv) any of your infringement or violation of third-party intellectual property or proprietary rights, including but not limited to, any products you sell or any content you provide or upload to our Site; (v) any breach of privacy by you or your customers or users; (vi) your violation of any local, state, or federal laws, including but not limited to complying with appropriate resale certificate requirements of your jurisdiction(s); (vii) the misuse of your password or account numbers; or (viii) your violation or breach of a third-party websites’ terms of use, related to functions, or otherwise. You agree that the remedies set forth in this subsection are in addition to any rights and remedies H-Studio may have, all of which rights and remedies are expressly reserved.
Assignment.
H-Studio may assign this Buyer Services Agreement at any time, in whole or in part, to any affiliate of or successor in interest to H-Studio, without Buyer’s consent. Buyer may not sell, assign, or otherwise transfer this Buyer Services Agreement, and/or any rights or obligations or other interest under the Buyer Services Agreement, in whole or in part, whether voluntarily, involuntarily or by operation of law including through any change of beneficial ownership that occurs in connection with a merger (including a reverse triangular merger), acquisition, or the sale or transfer of all, or any part of Buyer’s business or assets (in each case, an “Assignment”) without H-Studio’s prior written consent in each instance which consent may be granted or withheld within H-Studio’s sole and absolute discretion, and may require the acquirer to enter into an agreement with H-Studio acknowledging and transferring obligations under the Buyer Services Agreement to the acquirer. Subject at all times to the foregoing sentence, the rights, obligations and other interests of H-Studio and Buyer under the Buyer Services Agreement shall be binding upon and inure to the benefit of H-Studio and Buyer, and to their respective successors, executors, administrators and permitted assigns. Any assignment made in violation of this section shall be void.
Integration.
The Agreements constitute and contain the entire agreement and understanding between the Parties with respect to the subject matter herein and supersede and replace all prior negotiations and proposed agreements, written or oral. The Parties acknowledge that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements embodied in the Agreements.
Governing Law and Jurisdiction.
This Buyer Services Agreement shall be governed by and construed in accordance with the laws of the United States and South Africa without regard to its conflict of law provisions. The Parties shall endeavour to resolve through good faith negotiations any dispute arising under or relating to the Agreements before proceeding to binding arbitration. If a dispute cannot be resolved through such negotiations within a reasonable time, either Party may request for claims to be resolved by binding arbitration to be conducted in South Africa by the South African Association of Arbitration(“SAAA”) under applicable SAAA rules then-in-effect. Payment of all filing, administration and arbitrator fees will be governed by the SAAA’s rules, except as provided in this Section. To begin an arbitration proceeding, either Party must send the other Party written notice requesting arbitration and describing such Party’s claims. Any and all proceedings to resolve claims will be conducted only on an individual basis and not in a class, consolidated or representative action. The South African Federal Arbitration Act and South African federal arbitration law apply to this Buyer Services Agreement. An arbitration decision may be confirmed by any court with competent jurisdiction. In the event that a legal expense is incurred to enforce or interpret any of the provisions of this Buyer Services Agreement or Agreements, the prevailing party shall be entitled to recover its reasonable expenses, including, but not limited to its attorney’s fees and costs, from the non-prevailing party.
Notice.
Any notice to H-Studio must be in writing to the address set forth above and will be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered S.A Mail (return receipt requested); or (iii) one (1) day after it is sent if by next day delivery by a major commercial delivery service, with a copy via electronic mail.