Terms and Conditions
Terms & Conditions of Use
Date of Last Revision: November 28, 2016
A. GENERAL TERMS
1. Additional Policies
Subscription Services Terms
ImageShield's subscription services (the "Subscription Services") provide an online platform that enables our users to upload and share photographs ("Photos") using the Services. Photos may collectively be referred to herein as "Media". By subscribing to or using any Subscription Services, you agree to be bound by and accept the Subscription Services Terms set forth in Section B below.
Terms of Sale
Our Terms of Sale set forth in Section C below contain additional terms, conditions and policies applicable to your purchase of Products through the Services. By ordering Products through the Services, you agree to be bound by and accept the Terms of Sale.
ImageShield respects the intellectual property rights of others and expects its users to do the same. To that end, all ImageShield users are subject to the Copyright Policy set forth in Section E below.
The ImageShield Services and all images, software, platforms, tools, graphics, data, text, code, the ImageShield Marks (as defined below) and other content and materials available on the Services (excluding User Content) and the selection and arrangement thereof (collectively, the "ImageShield Materials") are the property of ImageShield or its third party licensors and are protected by United States and international intellectual property laws.
You acknowledge that (i) all right, title and interest in and to the ImageShield Materials, including all patents, copyrights, trade secrets, trademarks and other proprietary rights embodied therein or associated therewith, are and will remain with ImageShield or its third party licensors; (ii) no right or interest in the ImageShield Materials is conveyed other than the limited licenses granted herein; (iii) the ImageShield Materials are protected by copyright and other intellectual property laws; and (iv) ImageShield asserts that the ImageShield Materials embody valuable confidential and secret information of ImageShield or its licensors, the development of which required the expenditure of considerable time and money.
3. ImageShield Marks
You acknowledge that "IMAGESHIELD", the ImageShield logo, the look and feel of the Services, and any other Product or Service names, logos or slogans of ImageShield contained in the Services are trademarks of ImageShield (collectively, the "ImageShield Marks") and may not be copied, imitated or used without the prior written permission of ImageShield. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.
You agree that you will not (i) modify or alter the ImageShield Materials; (ii) create derivative works of the ImageShield Materials; (iii) decompile, disassemble, decode or reverse engineer the ImageShield Materials, translate the ImageShield Materials or otherwise attempt to learn the source code, structure, algorithms or internal ideas underlying the ImageShield Materials or reduce the ImageShield Materials by any other means to a human-perceivable form; or (iv) bypass, delete or disable any copy protection mechanisms or any security mechanisms in the ImageShield Materials.
Except as otherwise expressly permitted herein, you may not use the Services or the ImageShield Materials to engage in any of the following prohibited activities:
- The collection, copying or distribution of any portion of the ImageShield Materials;
- Any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Services or the ImageShield Materials;
- Modifying or otherwise making any derivative uses of the Services or the ImageShield Materials;
- Scraping or otherwise using any data mining, robots or similar data gathering or extraction methods on or in connection with the Services;
- With the exception of Media made available by users for download, the downloading of any portion of the ImageShield Materials or any information contained therein; or
- Any use of the Services or the ImageShield Materials other than for their intended purposes.
You may create a text hyperlink to the Site, provided such link does not portray ImageShield or any of its Products or Services in a false, misleading, derogatory or otherwise defamatory manner. This limited right may be revoked by ImageShield at any time. You may not frame the Site or utilize framing techniques to enclose the Site, ImageShield Materials, ImageShield Marks or other proprietary information without ImageShield's express prior written consent.
As a part of the Services, we may provide you with access to and use of certain personalized pages and corresponding web addresses ("URL") that you may customize. ImageShield does not guarantee the availability of any particular web page or URL and reserves the right, at any time and at our sole discretion, to reclaim, suspend, terminate and/or transfer any such web page or URL.
6. User Content
The Services may enable you to upload, post and transmit Photos to the Site or other portions of the Services (including to your user photo galleries) and also provide you with access to discussion forums, blogs and other interactive areas in which you or other users may post or transmit Photos, Videos, text, music, messages, information or other content or materials (collectively, including Media, the "User Content").
You retain all intellectual property rights in and to any User Content you post, upload or otherwise make available through the Services, including the copyright in and to your Media. ImageShield does not claim any ownership, right, title or interest in and to your User Content.
Notwithstanding the foregoing, by uploading and/or posting any User Content to the Site or otherwise by using the Services, you grant ImageShield a perpetual, nonexclusive and royalty-free right to use the User Content (and the user name that is submitted in connection with such User Content) as is reasonably necessary in order to enable ImageShield to provide the Services, including to display the User Content on the Services, to facilitate (at the Content Owner's direction) the license of Photos, or to process the sale of Products through the Services.
7. Acceptable Use; Disclaimer
You are solely responsible for the User Content that you post or transmit using the Services and you agree not to post, transmit or otherwise publish through the Services any of the following:
- User Content that is unlawful, defamatory, obscene, pornographic, indecent, lewd, hateful, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful, including without limitation: Photos, Videos or other User Content containing nudity that would be unacceptable in a public museum where minors visit;
- User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, endanger national security, or that would otherwise create liability or violate any local, state, national or international law;
- User Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of any party;
- User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- unsolicited promotions, political campaigning, advertising or solicitations;
- private information of any third party, including, without limitation: addresses, phone numbers, email addresses, social security numbers and credit card numbers;
- viruses, corrupted data or other harmful, disruptive or destructive files; and
- User Content that, in the sole judgment of ImageShield, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying the Services, or which may expose ImageShield or its users to any harm or liability of any nature.
8. Your Account
9. Account Security
You are solely responsible for maintaining the confidentiality of the passwords associated with your account and for restricting access to your passwords and physical access to your computer while logged into the Services. You accept responsibility for all activities that occur under your user account.
ImageShield provides security options and settings for your content available in the settings section of your applicable user account (the "Account Settings"), including the ability for you to designate certain portions of your account as unlisted, private, hidden or password-protected.
ImageShield provides our proprietary image protection process, based on industry-standard, commercially reasonable security measures, to protect your account and User Content consistent with your Account Settings. Although we work diligently to provide you an elevated level of security, we cannot, however, guarantee absolute security of your account, your User Content or the Registration Data we collect, and we cannot promise that our security measures will prevent third party "hackers" from illegally accessing the Services or their contents. ImageShield is not responsible or liable for any third party access to or use of the User Content you post or your Registration Data. You are encouraged to read, understand and utilize ImageShield’s security settings and mechanisms to manage how your User Content is accessed and used by the public and other users of the Services. You agree to immediately notify ImageShield of any unauthorized use of your account or passwords or any other breach of security, and you accept all risks of unauthorized access to the Registration Data, User Content and any other information you provide to ImageShield.
10. Third Party Services
ImageShield does not imply affiliation, approval, or control of any Third Party Services by making such Third Party Services available via the ImageShield Services. ImageShield makes no claim or representation regarding, and accepts no responsibility for, the quality, accuracy, nature, ownership or reliability of Third Party Services. YOUR USE OF ANY SUCH THIRD PARTY SERVICES IS SOLELY AT YOUR OWN RISK AND SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS AND PRIVACY POLICIES APPLICABLE TO SUCH THIRD PARTY SERVICES.
11. Advertisements and Promotions
The Services may contain third party advertisements and promotions generated or posted by ImageShield users, ImageShield Vendors or other third party service providers.
Your business dealings or interactions with any third parties, including the ImageShield users or ImageShield Vendors, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. ImageShield does not endorse, approve, or control any such products, services, advertising or promotions posted to the Services by its users or the ImageShield Vendors. ImageShield is not responsible or liable for any loss or damage of any kind incurred as the result of your direct dealings with ImageShield users or a ImageShield Vendor or otherwise resulting from the presence of advertisements for third party products and services included on the Services.
12. DISCLAIMER OF WARRANTIES
THE SITE, SERVICES, THE IMAGESHIELD MATERIALS, AND THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, IMAGESHIELD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AS TO THE SITE, THE SERVICES, THE IMAGESHIELD MATERIALS, AND THE PRODUCTS.
IMAGESHIELD DOES NOT REPRESENT OR WARRANT THAT THE IMAGESHIELD MATERIALS OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICES, ITS SERVERS OR EMAIL SENT FROM IMAGESHIELD OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IMAGESHIELD IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOS OR VIDEOS. IMAGESHIELD ALSO MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SERVICES AND WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE SERVICES OR THE PRODUCTS PROVIDED THEREON.
13. LIMITATION OF LIABILITY
IN NO EVENT WILL IMAGESHIELD OR ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OR VIEW THE SITE, THE SERVICES, THE PRODUCTS, THE USER CONTENT OR THE IMAGESHIELD MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM IMAGESHIELD, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY TERMINATION, SUSPENSION OR OTHER FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO IMAGESHIELD'S RECORDS, PROGRAMS OR SERVICES.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF IMAGESHIELD, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE PRODUCTS, THE USER CONTENT OR THE IMAGESHIELD MATERIALS, EXCEED COMPENSATION YOU PAY, IF ANY, TO IMAGESHIELD FOR ACCESS TO OR USE OF THE SITE OR THE SERVICES OR FOR THE PURCHASE OF PRODUCTS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
15. Dispute Resolution
Agreement to Arbitrate & Waiver of Representative Actions
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH IMAGESHIELD AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. IF YOU DO NOT CONSENT TO THE TERMS OF THIS SECTION 15, YOU ARE NOT PERMITTED TO USE THE IMAGESHIELD SERVICES.
The arbitrator will not be bound by rulings in prior arbitrations involving different ImageShield users but is bound by rulings in prior arbitrations involving the same ImageShield user to the extent required by applicable law. The arbitrator's award will be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
YOU AND IMAGESHIELD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND IMAGESHIELD AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER IMAGESHIELD USERS.
We welcome feedback from our users regarding ideas and suggestions for improvements to the Site, Services and Products. ImageShield will be entitled to use any such feedback without restriction, even if you designate such feedback as confidential. You hereby grant ImageShield a royalty-free, sublicensable, transferable, perpetual, irrevocable license in and to any feedback to use in any matter related to the operation of our business.
18. International Users
ImageShield is located in the State of Texas in the United States of America. If you access the Services from a country other than the United States, you agree that your transactions with ImageShield occur in the United States. You are responsible for compliance with all applicable laws, rules and regulations applicable to your use of the Services.
21. Questions or Comments
ImageShield is committed to keeping our users happy and satisfied with their use of the Services. If you have any questions, concerns, complaints or comments in any way related to your use of the Services, please contact us at support@ImageShield.net.
B. ADDITIONAL TERMS APPLICABLE TO SUBSCRIPTION SERVICES ("SUBSCRIPTION SERVICES TERMS")
The Subscription Services are available to users (i) who register for a free trial (when available) or for a subscription to the Subscription Services ("Subscription") and (ii) who pay in full the Subscription Fees ("Subscription Fees") applicable to the level of Subscription selected by such user (the "Subscription Plan").
2. Free Trials
When you first register for the Subscription Services, ImageShield may offer you the ability to use the Subscription Services without charge for a limited trial period (a "Free Trial"). The duration of a Free Trial will be the number of days specified by ImageShield at the time of your registration for such Free Trial. You do not need to provide ImageShield with a credit card or other Payment Information in order to register for a Free Trial. At the conclusion of your Free Trial, your user account will automatically terminate unless you elect to continue to use the Subscription Services by selecting a Subscription Plan and providing ImageShield (or our applicable third party payment processor) with valid Payment Information. Upon ImageShield's receipt of your Payment Information, you will be charged for the Subscription Fee applicable to your selected Subscription Plan. ImageShield may offer you the ability to register for a Subscription directly without the need to participate in a Free Trial.
3. Subscription Plans
ImageShield offers a variety of Subscription Plans designed to reflect the diverse needs of our users, each with its own features, descriptions, functionality and terms with respect to the use of the Services. By purchasing a Subscription, (i) you agree to pay all applicable Subscription Fees and other charges in accordance with your selected Subscription Plan, pursuant to the renewal and termination provisions described below (including any applicable taxes, such as sales tax), and (ii) you agree that you are only entitled to the features and services applicable to the Subscription Plan that you select at the time you purchase a Subscription.
Each Subscription is personal to the individual ImageShield user. You may not transfer or assign your Subscription to another individual, entity or ImageShield user unless such transfer or assignment is expressly permitted by the terms of your Subscription Plan.
4. Term and Automatic Renewal
Your Subscription is valid commencing on the date in which ImageShield provides you with access to the Services pursuant to its receipt of your valid Payment Information (the "Commencement Date") and will last for the duration of the Subscription term that you select at the time of your registration for the Subscription Services (the "Subscription Term").
YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR SUCCESSIVE SUBSCRIPTION TERMS OF THE SAME DURATION AS THE SUBSCRIPTION TERM ORIGINALLY SELECTED UNLESS THE SUBSCRIPTION IS TERMINATED AND/OR CANCELED BY YOU OR IMAGESHIELD PRIOR TO THE END OF SUCH SUBSCRIPTION TERM. SUCH RENEWAL WILL OCCUR AUTOMATICALLY ON THE APPLICABLE ANNIVERSARY OF THE COMMENCEMENT DATE. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME PRIOR TO THE END OF THE SUBSCRIPTION TERM THROUGH YOUR ACCOUNT SETTINGS IN THE SUBSCRIPTION SECTION, OR BY SENDING AN EMAIL TO SUPPORT@IMAGESHIELD.NET PROVIDING CLEAR WRITTEN NOTICE OF SUCH REQUEST. You agree that upon such renewal, the credit card or other designated payment method in your Account Settings will be billed the applicable Subscription Fee for your Subscription Plan then in effect at the time of renewal. If you disagree with these automatic renewal provisions, your sole remedy is to cancel or terminate your Subscription.
You may upgrade your Subscription Plan at any time during the Subscription Term by notifying ImageShield using your Account Settings. If you upgrade your Subscription Plan, the credit card or other designated payment method in your Account Settings will be billed for the difference in price, pro-rated for the remainder of your Subscription Term.
You acknowledge that the amount of the recurring charge at the time of Subscription renewal may differ from the Subscription Fees you originally paid for the Subscription Services if: (i) the Subscription Fee for your Subscription Plan changes during your applicable Subscription Term, or (ii) if you change your Subscription Plan or Subscription Term during the previous Subscription Term. ImageShield will notify you of any changes to the Subscription Fee prior to the date on which your Subscription Term will renew. You hereby agree to any such revised Subscription Fees and your sole remedy if you disagree with such changes is to terminate your account and stop using the Subscription Services.
ImageShield reserves the right at any time, at its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the Subscription Services or any portions thereof, including the Subscription Plans and any policies, features and terms applicable thereto. If the Subscription Services, or any part thereof, to which you subscribe are permanently discontinued or canceled by ImageShield, your Subscription will terminate, and we will have no further liability to you. You acknowledge that the Subscription Services may be interrupted from time to time, with or without notice, for maintenance, upgrades, system updates or in the event of equipment failure or for any other foreseeable or non-foreseeable cause.
IMAGESHIELD WILL HAVE NO LIABILITY TO YOU FOR ANY INTERRUPTION, SUSPENSION, DISCONTINUANCE OR UNAVAILABILITY OF THE SUBSCRIPTION SERVICES FOR ANY REASON, OR FOR ANY LOSS OR INABILITY TO ACCESS ANY MEDIA OR MATERIALS ON THE SERVICES.
6. Termination of Services
You may request the termination of your Subscription at any time by canceling your account in the Subscription section of your Account Settings, or by sending an email to support@ImageShield.net providing clear written notice of such request. When ImageShield receives your termination request, ImageShield will terminate your Subscription and notify you of such termination via email. ImageShield may request additional information from you prior to terminating your Subscription. Your Subscription is not terminated until you receive confirmation of such termination from ImageShield. If you terminate your Subscription, such termination will be effective immediately upon your receipt of such confirmation from ImageShield, regardless of whether there is any period of time remaining in your Subscription Term. By way of example and not in limitation of the foregoing, if you request the termination of your Subscription and you have two months remaining in your Subscription Term, such termination is effective immediately and you will not have access to the Subscription Services for the remaining two months of such Subscription.
All Subscription Fees are nonrefundable. Upon termination, cancellation or discontinuation of your Subscription for any reason, you will not be entitled to receive a refund for any Subscription Fees or other amounts previously charged to you, or for any unused portion of any Subscription Fees if such termination, cancellation or discontinuation occurs prior to the expiration of the applicable Subscription Term.
You may change your email, credit card information or other Payment Information for your account by using the Account Settings available in your user profile. It is solely your responsibility to keep your account information and Payment Information accurate and up-to-date. If the Payment Information for your account is invalid and cannot be billed for the renewal Subscription Fee at the time such Subscription Fee is payable and due, then ImageShield may terminate your account for nonpayment. If ImageShield does not have a current, working email address for your user account, then you may not receive important notices from us regarding your account, including notices regarding termination. ImageShield cannot guarantee that you will receive notice of the termination of your account.
7. Storage of User Content with 3rd Party Vendor
8. Backup Policy
YOU ARE SOLELY RESPONSIBLE FOR CREATING AND MAINTAINING BACKUP COPIES OF ANY USER CONTENT YOU UPLOAD, POST OR MAKE AVAILABLE THROUGH THE SERVICES DURING ANY APPLICABLE SUBSCRIPTION TERM AT YOUR SOLE COST AND EXPENSE. YOU MAINTAIN RESPONSIBILITY AND LIABILITY FOR ANY LOSSES OR DAMAGES YOU INCUR FOR FAILURE TO MAINTAIN BACKUP COPIES OF YOUR USER CONTENT. IMAGESHIELD IS NOT LIABLE TO YOU FOR ANY DAMAGES OR LOSSES THAT RESULT FROM THE LOSS OR BREACH OF YOUR USER CONTENT IN CONNECTION WITH YOUR USE OF THE IMAGESHIELD SERVICES.
ImageShield uses third party vendors to host and store any Media that you upload to ImageShield through your use of the Subscription Services. We may require our vendors to maintain certain standards with respect to your User Content, but ImageShield does not guarantee that your User Content will be secure and/or available at all times during the Subscription Term. ImageShield does not guarantee that your User Content will be available on the Services after the termination of your Subscription, irrespective of the reason for such termination. It is your sole responsibility to create and maintain backup copies of any such User Content on a regular basis.
Please note that when User Content or other files are deleted (or your account is cancelled), those files will be deleted as soon as reasonable pursuant to ImageShield's data destruction policies and cannot be recovered by ImageShield or any third party vendor following deletion.
9. Use of User Information
10. Independent Contractors
Use of the ImageShield Subscription Services does not create a partnership, agency, joint venture or any employee-employer relationship between you and ImageShield. At all times the relationship between you and ImageShield will be that of independent contractors. You are responsible for all state, local, federal or other taxes that you are obligated to pay in connection with your use of the Subscription Services.
11. Pricing; Payment Terms
In order to purchase Products through the ImageShield Services, you are required to provide valid Payment Information as required by ImageShield. ImageShield may terminate your order for Products and take such other action as appropriate if we are unable to process your Payment Information and you do not provide an alternative form of payment upon ImageShield's request. You agree to reimburse ImageShield for any and all costs incurred in collecting amounts owed by you to ImageShield or a ImageShield Vendor, including, without limitation, attorneys' fees and costs of collection agencies.
You are responsible for any taxes that you are obligated to pay or that ImageShield may collect from you in connection with your purchase of Products. If you do not pay the sales or other taxes or fees on a transaction, you will be responsible for the taxes or fees in the event they are later determined to be payable on the sale, and ImageShield reserves the right to collect the taxes or other related fees from you at any time. In certain jurisdictions, ImageShield may be required to collect and remit sales tax in connection with your purchase of Products. Any such taxes will be added to the purchase price and reflected on your invoice or receipt.
12. Representations and Warranties of Content Owner
Content Owner represents and warrants to ImageShield that:
- 1. Content Owner owns (or has legal right to represent and license) all intellectual property rights, title and interest in and to all Photos or Videos, including applicable copyrights, submitted through the Services and has the right to grant all licenses granted herein without violating the rights of any third party;
- 3. All information concerning all Photos or Videos provided by Content Owner to ImageShield through the use of the Services is, to the best of Content Owner's knowledge, true and accurate; and
- 4. All Photos or Videos submitted or posted by Content Owner have all necessary releases, consents and permissions required to grant the licenses granted under the applicable license, including, without limitation, valid Model Releases and Property Releases for Photos or Videos depicting recognizable people (living or dead) and private properties, permissions regarding posting Photos or Videos containing individuals under the age of 18, and all written permission regarding all distinguishable trademarks.
"Commercial Use License" means a licensing type in which the licensee is entitled to use the Photos or Videos subject to the commercial use license.
"Model Release" means a written release signed by or on behalf of any living person or the estate of a deceased person who is depicted in whole or in part in any Photos or Videos.
"Personal Use License" means a licensing type in which the licensee is entitled to use the Photos or Videos subject to the personal use license.
"Property Release" means a written release from the owner and/or occupier of any property that is depicted in whole or in part in any Photos or Videos.
E. COPYRIGHT POLICY
In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/pl105-304.pdf, and other applicable laws, ImageShield has adopted a policy of terminating, in appropriate circumstances and at ImageShield's sole discretion, the accounts of users who are deemed to be repeat infringers. ImageShield may also, at its sole discretion, limit access to ImageShield's website and services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. ImageShield will respond to claims of copyright infringement committed using ImageShield that are reported to ImageShield's Designated Copyright Agent, identified in the sample notice below.
If you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys' fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the ImageShield Services by completing the following DMCA Notice of Alleged Infringement and delivering it to ImageShield's Designated Copyright Agent.
Upon receipt of the Notice as described below, ImageShield will take whatever action, at its sole discretion, it deems appropriate, including removal of the challenged material from the ImageShield Services.
DMCA Notice of Alleged Infringement ("Notice"):
- Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the ImageShield Services where such material may be found.
- Provide your mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice: (i) "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)"; and (ii) "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
- Provide your full legal name and your electronic or physical signature.
- Deliver this Notice, with all items completed, to ImageShield's Designated Copyright Agent:
Address of Designated Agent
Email Address of Designated Agent