Agreement between User, or the Customer, and GALAXY International and https://www.galaxyxnyc.com/ (The Website) Welcome to GALAXY International. The https://www.galaxyxnyc.com/ website (the "Site") is comprised of various web pages operated by GALAXY International. GALAXY International and https://www.galaxyxnyc.com/ Services, Products, Assets, and Resources are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). These are the terms we sell all Services to you. By ordering any of the Services, Products, Assets, and Resources you agree to be bound by these Terms and Conditions. Your use/purchase of GALAXY International and https://www.galaxyxnyc.com/ Services, Products, Assets, and Resources constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference. GALAXY International is a Media Production Agency that provides services that include, but are not limited to, Graphic Design, Photo/Video, Motion Graphics, and More.

 

INTERPRETATION

  • Consumer means an individual acting for purposes which are wholly or mainly outside his her trade, business, craft, or profession;

  • Contract means the legally-binding agreement between you and us for the supply of the Services;

  • Delivery Location means the Supplier’s premises or other location where the Services are to be supplied, as set out in the Order;

  • Goods means any goods that we supply to you with the Services, of the number and description as set out in the Order;

  • Order means the Customer’s order for the Services from the Supplier as set out

  • Services means the services, including any Goods, of the number and description set out in the Order.

 

1. ELECTRONIC COMMUNICATIONS Visiting https://www.galaxyxnyc.com/ or sending emails to GALAXY International constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

 

2. YOUR ACCOUNT If you use the GALAXY International website, or any other electronic services utilized or affiliated with GALAXY International, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that GALAXY International is not responsible for third party access to your account that results from theft or misappropriation of your account. GALAXY International and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

 

3. CHILDREN UNDER THIRTEEN GALAXY International does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use/purchase GALAXY International and https://www.galaxyxnyc.com/ Services, Products, Assets, and Resources only with permission of a parent or guardian.

 

4. CANCELLATION/REFUND POLICY GALAXY International requires prepayment for all services and products. For online, in-person, or computer-based services, products, assets, and resources provided by GALAXY International - all sales are final. GALAXY International enforces a strict no refund policy. GALAXY International holds the right to cancel an appointment for any reason without refund. These terms apply to orders placed both online and in-person. GALAXY International holds the right to terminate a project before completion, for any reason - without refund.

 

5. LINKS TO THIRD PARTY SITES/THIRD PARTY SERVICES https://www.galaxyxnyc.com/ may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of GALAXY International and GALAXY International is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. GALAXY International is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by GALAXY International of the site or any association with its operators. Certain services made available via https://www.galaxyxnyc.com/ are delivered by third party sites and organizations. By using any product, service or functionality originating from the https://www.galaxyxnyc.com/ domain, you hereby acknowledge and consent that GALAXY International may share such information and data with any third party with whom GALAXY International has a contractual relationship to provide the requested product, service or functionality on behalf of https://www.galaxyxnyc.com/ users and customers.

 

6. NO UNLAWFUL OR PROHIBITED USE/INTELLECTUAL PROPERTY You are granted a non-exclusive, non-transferable, revocable license to access and use https://www.galaxyxnyc.com/ strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to GALAXY International that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

a. All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of GALAXY International or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

b. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. GALAXY International content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of GALAXY International and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of GALAXY International or our licensors except as expressly authorized by these Terms.

 

7. THIRD PARTY ACCOUNTS You will be able to connect your GALAXY International account to third party accounts. By connecting your GALAXY International account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.

 

8. INTERNATIONAL USERS The Service is controlled, operated and administered by GALAXY International from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the GALAXY International Content accessed through https://www.galaxyxnyc.com/ in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

 

9. INDEMNIFICATION You agree to indemnify, defend and hold harmless GALAXY International, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including attorney's/legal fees) relating to or arising out of your use of or inability to use the Site or GALAXY International services, products, assets, resources, or any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. GALAXY International reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with GALAXY International in asserting any available defenses.

 

10. CLASS ACTION WAIVER Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and GALAXY International agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

 

11. LIABILITY DISCLAIMER THE INFORMATION, SOFTWARE, PRODUCTS, ASSETS, RESOURCES AND SERVICES INCLUDED IN OR AVAILABLE THROUGH GALAXY INTERNATIONAL OR THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. GALAXY INTERNATIONAL AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE, PRICES, SPECIFICATIONS, OR POLICIES AND AT ANY TIME WITHOUT NOTICE. GALAXY INTERNATIONAL AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, ASSETS, RESOURCES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, ASSETS, RESOURCES, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. GALAXY INTERNATIONAL AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, ASSETS, RESOURCES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GALAXY INTERNATIONAL AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, SERVICES, PRODUCTS, ASSETS, AND RESOURCES WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF GALAXY INTERNATIONAL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, SERVICES, PRODUCTS, ASSETS, AND/OR RESOURCES OF GALAXY INTERNATIONAL. GALAXY INTERNATIONAL WILL NOT BE HELD LIABLE FOR THE ACTS OF ANY SUBCONTRACTORS WHO IT CHOOSES TO HELP PERFORM ITS DUTIES.

 

12. TERMINATION/ACCESS RESTRICTION GALAXY International reserves the right, in its sole discretion, to terminate your access to the Site and the related services, products, assets, resources, or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of New York and you hereby consent to the exclusive jurisdiction and venue of courts in New York in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. You agree that no joint venture, partnership, employment, or agency relationship exists between you and GALAXY International as a result of this agreement or use of the Site. GALAXY International's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of GALAXY International's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by GALAXY International with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and GALAXY International with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and GALAXY International with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

 

13. PRODUCTS/SERVICES AGREEMENT In furtherance to the above, the Customer hereby agrees to and does hereby engage the products, services, assets, or resources of GALAXY International, and GALAXY International hereby accepts the engagement to produce work hereinafter specified by the Customer in connection with the project.

a. SERVICES

i. The description of the Services and any Goods is as set out in our website, catalogues, brochures, or any other form of advertisement. Any description is for illustrative purposes only and there may be small discrepancies in size or colour of any Goods supplied.

ii. In the case of Services and any Goods made to your special requirements, it is your responsibility to ensure that any information or specification you provide is accurate.

iii. Services are subject to availability.

iv. We can make changes to the Products, Services, Assets, or Resources which are necessary to comply with any applicable law or safety requirement.

b. BASIS OF SALE

i. The description of the Services and any Goods in our website, catalogues, brochures or other form of advertisement does not constitute a contractual offer to sell the Services or Goods.

ii. When an order has been made, we can reject it for any reason.

iii. Any quotation or estimate of Fees (as defined below) is valid for a maximum period of 30 days from its date, unless we expressly withdraw it an earlier time.

iv. No variation of the Contract, whether about description of the Services, Fees, or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and GALAXY International in writing.

c. PAYMENT Payment shall be made to GALAXY International in full upon execution, or distribution, of products, services, assets, or resources. All payment(s) submitted to GALAXY International are non-refundable. In addition to any other right or remedy provided by law, if the Customer fails to pay for the Services when due, GALAXY International has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. Payment for Products, Services, Assets, or Resources can be paid in the form of Cash, Check, or Electronic means.

d. ADDITIONAL EDITING (REVISIONS) AND CHANGES Any requested changes to the products, services, assets, or resources provided by GALAXY International shall constitute additional editing and may incur additional charges or fees as deemed necessary by GALAXY International. All additional changes must be submitted and approved by both parties in writing via text, email, hardcopy, or approved form of communication with GALAXY International.

e. CUSTOMER RESPONSIBILITIES

i. You must cooperate with us in all matters relating to the Services, provide us and our authorised employees and representatives with access to any premises under your control as required, provide us with all information required to perform the services and obtain any necessary licenses and consents (unless otherwise agreed).

ii. Failure to comply with the above is a Customer default which entitles us to suspend performance of the Services until you remedy it or if you fail to remedy it following our request, we can terminate the Contract with immediate effect on written notice to you.

f. DELIVERY The products, services, assets, or resources schedule, delivery, and selected methodology are designed to accomplish the goals and wishes of the Customer. The Customer and GALAXY International agree that GALAXY International will not be required to submit or deliver products, services, assets, or resources on any specific delivery date or time frame. GALAXY International also reserves the right to terminate products, services, assets, or resources without notice - prior to delivery or completion.

g. DURATION, TERMINATION, AND SUSPENSION

i. A Contract with GALAXY International continues as long as it takes GALAXY International to perform the Services.

ii. Either you or we may terminate the contract or suspend services at any time by a written notice of termination or suspension to the other if that other:

Commits a serious breach, or series of breaches resulting in a serious breach, of the Contract and the breach either cannot be fixed or is not fixed within 30 days of the written notice; or

- Is subject to any step towards its bankruptcy or liquidation.

h. WORK PRODUCT OWNERSHIP Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by GALAXY INTERNATIONAL in connection with the Services will be the exclusive property of GALAXY International. You are granted a non-exclusive, non-transferable, revocable license to the products, services, assets, and resources provided by GALAXY International strictly in accordance with these terms of use. As a condition of your use of the products, services, assets, and resources provided by GALAXY International, you warrant to GALAXY International that you will not use the products, services, assets, and resources provided by GALAXY International for any purpose that is unlawful or prohibited by these Terms. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through GALAXY International. Upon request, and approval by GALAXY International, GALAXY INTERNATIONAL will execute all documents necessary to confirm or perfect the exclusive ownership of the Customer to the Work Product.

i. REPRODUCTION OF PRODUCT Upon successful completion of all compensation terms and outstanding balances owed to GALAXY International, Service Recipient is granted full and unlimited reproduction rights to the Project.

i. GALAXY International retains the right to reproduce the Project in any form for marketing, personal uses, future publications, competitions or other promotional and commercial uses.

ii. Service Recipient may not reproduce or otherwise use design mock-ups, drafts, sketches, assets, resources, etc. created or owned by GALAXY International during work on the Project but not included into the final version of the Project. Such artwork belongs solely to GALAXY International who may use it at their own discretion.

j. DEFAULT The occurrence of any of the following shall constitute a material default under this Contract:

i. The failure to make a required payment when due.

ii. The insolvency or bankruptcy of either party.

iii. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

k. REMEDIES In addition to any and all other rights a party may have available according to law, if the receiving party (the Customer) defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the GALAXY International may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 14 days from the effective date of such notice to cure the default(s). Unless waived by GALAXY International. The failure to cure the default(s) within such time period shall result in the automatic termination of their Contract.

l. FORCE MAJEURE If performance of products, services, assets, or resources or any obligation of GALAXY International is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

m. DISPUTE RESOLUTION The parties will attempt to resolve any dispute arising out of or relating to products, services, assets, or resources through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

i. Any controversies or disputes arising out of or relating to this Contract will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

 

14. SEVERABILITY If any provision of these Terms and Conditions is to be held invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

 

15. AMENDMENT This Contract may be modified or amended in writing, if the writing is signed by the party (GALAXY International) obligated under the amendment.

 

16. WAIVER OF CONTRACTUAL RIGHT The failure of GALAXY International to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

 

17. CHANGES TO TERMS GALAXY International reserves the right, in its sole discretion, to change the Terms and Conditions under which GALAXY International Goods, Services, Products, Applications, and Assets are offered. Prices and Specifications of all GALAXY International Services, Products, Assets, and Resources are subject to change without notice. The most current version of the Terms will supersede all previous versions or any prior written or oral agreements between the parties. GALAXY International encourages you to periodically review the Terms to stay informed of our updates.

 

within this agreement. 

Terms and Conditions