PRIVACY & TERMSAll the legal mumbo jumbo
Limited Use and License Agreement
In consideration for gaining access to 1764 Lewisburg Pike, Franklin, Tennessee 37064, you, as Licensee, hereby enters into this Limited Use and License Agreement (the “Agreement”) with Ann’s Forever Images, LLC, Tennessee limited liability company d/b/a South40 (the “Licensor”), and (“Licensee”; The term, “Licensee Parties”, shall include Licensee’s guests, invitees, patrons, sub-licensees, employees, volunteers, affiliates, managers, supervisors, members, agents, attorneys, staff, representatives, predecessors, successors, heirs, assigns, or any other party entering upon the Premises or Site related to the Permitted Use or observance thereof):
LICENSOR HEREBY GRANTS to Licensee a non-exclusive license to use a portion of the facilities located at 1764 Lewisburg Pike, Franklin, Tennessee 37064 (the “Premises”), upon the following terms and conditions of this Agreement:
1. SITE, TERM, AND MARKETING AUTHORIZATION.
a. Licensee shall be entitled to use on a non-exclusive basis the following described facilities (the “Site”):
Description of Site: Designated portion(s) of 1764 Lewisburg Pike, Franklin, Tennessee 37064 by Licensor.
b. Term. Licensee shall be allowed to use the Site today (the “Term”), unless this Agreement automatically expires by its own terms, is otherwise terminated by law, or by Licensor, at its sole discretion, and further subject to the terms and conditions below. Notwithstanding anything to the contrary, Licensor, at its sole discretion, may revoke Licensee’s access to the Premises and Site at any time, effectively terminating this Agreement and Licensee’s right to access and/or use the Site.
c. Marketing Authorization. Licensee agrees that Licensor shall be entitled to capture photographs and/or video coverage of Licensee’s use of the Site, for the purposes of promoting and advertising the Licensor’s services through print and/or digital media outlets including, but not limited to social media, websites, email, flyers, brochures, and magazines.
2. LIMITED USE OF SITE. Use of the Site shall be for the exclusive purpose of photography and other related uses as expressly permitted by Licensor (the “Permitted Use”).
3. LICENSE AND USE FEES. The Licensee shall pay to Licensor the required License Fee (the “License Fee”).
4. NO ALTERATIONS, ADDITIONS, OR IMPROVEMENTS. No temporary or permanent alterations, additions or improvements shall be made to the Site. If Licensee makes any alterations, additions, or improvements with Licensor’s consent, the Licensor may require the Licensee to immediately remove any alteration, addition or improvement and restore the Site to its original condition at the Licensee’s expense.
5. REPAIRS, MAINTENANCE, AND CLEANUP: Licensee shall, at its expense, keep and maintain the Site and Premises (that portion of the Premises used or occupied by Licensee, authorized or unauthorized, for ingress/egress or otherwise) in good repair during the Term. In addition to the License Fee, Licensee agrees to repair, replace or compensate the Licensor for any excess cleaning services or materials required (including cleaning services and supplies for bathrooms and trash removal) or for any damage sustained to the Site or Premises during the Term, as determined by the Licensor in its sole discretion.
6. CONDITION AND OCCUPATION OF SITE; VACATION OF SITE. Licensee and Licensee’s Parties shall neither commit nor permit waste of the Site or Premises. At the termination of this Agreement by lapse of time or otherwise, Licensee and Licensee’s Parties shall vacate and return the Site and Premises (if applicable) to the Licensor in the same or better condition as received, failing which, the Licensor or its designee may take any necessary steps to return the Site and Premises to the same or better condition as they were received by Licensee, at Licensee’s expense. Licensee is responsible for supervision of Licensee’s Parties on the Site or upon the Premises along with enforcement of all provisions of this Agreement. Licensee and Licensee’s Parties shall only occupy or use the designated Site and portions of the Premises for ingress, egress, bathroom use, and the Permitted Use.
7. COMPLIANCE WITH LAWS. Licensee shall comply and cause the Licensee’s Parties to comply with all laws, ordinances, and regulations applicable to the occupation, use or maintenance of the Site or Premises, and shall promptly comply and cause the same to comply with all governmental orders and directives for the correction, prevention and abatement of nuisances in or upon or associated with the Site caused by Licensee or Licensee’s Parties.
8. RIGHT OF ENTRY. The Licensor shall have the right to enter the Site at all times during the Term and shall have free access at all times to all spaces occupied by the Licensee and Licensee’s Parties.
9. INSURANCE AND INDEMNIFICATION; LIMITATION OF LIABILITY; PROPERTY DAMAGE OR THEFT.
Licensee shall indemnify and hold harmless and defend the Licensor and its officers, employees, agents, members, and representatives from and against any and all damages, lawsuits, liabilities, claims, costs and expenses including reasonable attorney’s fees (“Damages”) arising in whole or in part from: (i) the occupation, use or maintenance of the Site or Premises by Licensee, Licensee’s Parties, or anyone claiming by, through or under Licensee; or (ii) the breach of any of Licensee’s representations, warranties, covenants or agreements hereunder, including any Damages arising from the combined fault of Licensee and Licensor. The covenants contained in this paragraph shall survive the termination of this Agreement. If any third-party claim is made against the Licensor that, if sustained, would give rise to indemnification of liability of the Licensee under this Agreement, the Licensor shall promptly cause notice of the claim to be delivered to the Licensee and shall afford the Licensee and its counsel, at the Licensee’s sole expense, the opportunity to join in defending or compromising the claim. The covenants contained in this paragraph shall survive the termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall the Licensor be liable to the Licensee for any punitive, direct, indirect, consequential, special, or incidental damages, including loss of goodwill, loss of consortium, or loss of profits.
If any property at the Site or on the Premises is damaged or stolen by Licensee or Licensee’s Parties, Licensee shall be responsible for the cost and expense of such prompt repair or replacement.
Notwithstanding anything to the contrary, Licensor shall be at no expense, cost, or overhead as a result of this Agreement, Licensee’s (or Licensee’s Parties) entry, occupation, or use of the Site (including ingress and egress through or upon any portion of the Premises, whether permitted or not by Licensor).
Licensee agrees that it will not allow the consumption, presence, or use of alcohol, drugs, or any contraband related thereto on the Site. Further, Licensee agrees that it will not allow on the Site or Premises any guns or weapons, whether lawful or unlawful, or possessed by concealed permit. Licensee shall fully indemnify and hold harmless the Licensor for any such violations, claims, damages, or losses related to this provision.
10. ATTORNEY’S FEES. In the event Licensor incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, it shall be entitled to recover its actual attorney’s fees and any court or other litigation expenses (including appellate costs, bonds, or expenses) from the Licensee.
11. TIME. Time is of the essence in this Agreement.
12. FORCE MAJEURE. The Licensor’s failure or inability to provide any facility for public use at any time as a result of circumstances beyond its control, such as, but not limited to, war, terrorism, strikes, fires, floods, hurricanes, acts of God, power failures, or damage or destruction of any facility related thereto, shall not be deemed a breach of this Agreement.
13. REMEDIES. All rights and remedies conferred upon the Licensor in this Agreement shall be cumulative and in addition to those available under the laws of the State of Tennessee.
14. ASSIGNMENT. This Agreement is not assignable by Licensee. This Agreement shall be assignable by Licensor, at its sole discretion.
15. SEVERABILITY. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
16. MODIFICATIONS. Subject to Licensor’s ability to verbally terminate this Agreement, no modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Licensor and Licensee.
17. WAIVER. Failure by the Licensor to enforce any provision of this Agreement shall not be deemed a waiver of the provision or modification of this Agreement. A waiver by the Licensor of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement.
18. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed by facsimile or any digital or electronic signature platform and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. The signature of each party need not appear on each counterpart. Any counterpart of this Agreement may be signed by facsimile, electronic mail, or any digital or electronic signature platform, and a copy of a signed counterpart of this Agreement transmitted by any digital or electronic signature platform will be deemed effective as an originally executed counterpart.
19. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State Tennessee, without regard to its conflicts of laws principles. The sole venue for any action to enforce the provisions contained herein shall be the appropriate state court located in Franklin, Williamson County, Tennessee.
20. NOTICE TO LICENSOR. Unless stated otherwise herein, any notices required to be given under this Agreement to Licensor shall be in writing and shall be transmitted either by (i) registered mail, (ii) certified mail, return receipt requested, or (iii) overnight mail, addressed to the party to be notified at the following address or to such other address (or person) as Licensor shall specify by like notice hereunder:
Licensor: Ann’s Forever Images, LLC
1764 Lewisburg Pike
Franklin, TN 37064
Attention: Ann L. Thoni
21. NO THIRD-PARTY BENEFICIARIES. Nothing in this Agreement shall be construed to give any person or entity other than the parties hereto any legal or equitable claim, right or remedy; rather, this Agreement is intended to be for the sole and exclusive benefit of the parties hereto.
22. ENTIRE AGREEMENT; BINDING EFFECT. This Agreement, and any appendixes attached hereto and incorporated herein, constitutes the entire agreement between parties pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties, whether oral or written, and there are no representations, warranties, covenants or other agreements among them. The provisions of this Agreement shall be binding on and inure to the benefit of the parties, their legal representatives, successors, heirs, and permitted assigns.
Your privacy is important to us. It is South 40’s policy to respect your privacy regarding any information we may collect from you across our website, https://south-40.com, and other sites we own and operate.
We only ask for personal information when we truly need it to provide a service to you. We collect it by fair and lawful means, with your knowledge and consent. We also let you know why we’re collecting it and how it will be used.
We only retain collected information for as long as necessary to provide you with your requested service. What data we store, we’ll protect within commercially acceptable means to prevent loss and theft, as well as unauthorised access, disclosure, copying, use or modification.
We don’t share any personally identifying information publicly or with third-parties, except when required to by law.
Our website may link to external sites that are not operated by us. Please be aware that we have no control over the content and practices of these sites, and cannot accept responsibility or liability for their respective privacy policies.
You are free to refuse our request for your personal information, with the understanding that we may be unable to provide you with some of your desired services.
Your continued use of our website will be regarded as acceptance of our practices around privacy and personal information. If you have any questions about how we handle user data and personal information, feel free to contact us.
This policy is effective as of 10 October 2019.
South 40 Terms of Service
By accessing the website at https://south-40.com, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
2. Use License
Permission is granted to temporarily download one copy of the materials (information or software) on South 40’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
modify or copy the materials;
use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
attempt to decompile or reverse engineer any software contained on South 40’s website;
remove any copyright or other proprietary notations from the materials; or
transfer the materials to another person or “mirror” the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by South 40 at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
The materials on South 40’s website are provided on an ‘as is’ basis. South 40 makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
Further, South 40 does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.
In no event shall South 40 or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on South 40’s website, even if South 40 or a South 40 authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Accuracy of materials
The materials appearing on South 40’s website could include technical, typographical, or photographic errors. South 40 does not warrant that any of the materials on its website are accurate, complete or current. South 40 may make changes to the materials contained on its website at any time without notice. However South 40 does not make any commitment to update the materials.
South 40 has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by South 40 of the site. Use of any such linked website is at the user’s own risk.
South 40 may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.
8. Governing Law
These terms and conditions are governed by and construed in accordance with the laws of Tennessee and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.