Terms and Conditions

Terms & Conditions of Use

Date of Last Revision: November 28, 2016
PLEASE READ THESE TERMS AND CONDITIONS OF USE (the "TERMS OF USE") CAREFULLY. BY (i) ACCESSING OR USING THIS WEB SITE, (ii) PURCHASING PRODUCTS OR THE SUBSCRIPTION SERVICES OR (iii) CLICKING THAT YOU AGREE WHEN PROMPTED BY IMAGESHIELD, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.
ImageShield.net (this "Site") provides our users with online tools designed to facilitate and share photographic images. These Terms of Use protect the legal interests of ImageShield, as defined herein, our users and our third-party vendors.
This Site is owned and operated by ContagiousBehavior, LLC and our respective employees, agents, affiliates and contractors (collectively, "ImageShield"). The Terms of Use apply to your access to and use of the Site, the Subscription Services (as defined below) and any other online services provided by ImageShield (collectively, the "Services"). The Terms of Use also apply to your use of the Services to purchase photographic prints, videos or other related merchandise and products ("Products") through ImageShield's approved third party vendors and retailers ("ImageShield Vendors").
Your use of the Services and your purchase of Products is expressly conditioned upon your agreement to the Terms of Use. If you do not consent to these Terms of Use, you are not permitted to use ImageShield or any ImageShield Services. If you access the Services on behalf of a company or other entity, you warrant that you are an authorized representative of such company or entity with the right to bind such company or entity to these Terms of Use.
The Services are not targeted towards, nor intended for use by, anyone under the age of 18. If you are under the age of 18, you may use the Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use.
These Terms of Use contain provisions that govern how claims that you and ImageShield have against each other are resolved under Section 15 — Dispute Resolution. These Terms of Use also contain provisions requiring you to resolve certain disputes or claims relating to your use of the Services by binding arbitration, rather than in court. If you do not consent to such terms, you are not permitted to use the ImageShield Services.
ImageShield reserves the right to change, modify, revise or otherwise amend any provision of these Terms of Use, and any other terms, policies or guidelines governing your use of the Services, at any time at its sole discretion by providing notice that the Terms of Use have been modified. Such notice may be provided by sending an email, or by posting a notice on the Site, or by posting the revised Terms of Use on the Site and revising the date at the top of these Terms of Use or by such other form of notice as determined by ImageShield. Your continued use of the Services, or your purchase of any Products or the Services following the posting of the revised Terms of Use or other notice will constitute your acceptance of such changes or modifications. Otherwise, any changes or modifications will be effective within thirty (30) days of the posting of the revisions on the Site unless you notify ImageShield within such thirty (30) days that you do not agree to the changes and stop using the Services. Therefore, you should review these Terms of Use whenever you access the Services and at least every thirty (30) days to make sure that you understand the terms and conditions that will apply to your use of the Services.
Our Privacy Policy provides information on how ImageShield collects, uses and discloses information from all users of the Services and/or information obtained through your purchase of Products through the Services.

A. GENERAL TERMS

1. Additional Policies

These Terms of Use and the following additional ImageShield terms and policies (as applicable) together constitute a binding agreement between you and ImageShield. All such additional policies are incorporated into these Terms of Use as applicable and collectively govern your use of the Services and/or purchase of Products.

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.

Copyright Policy

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.

2. License

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.
ImageShield hereby grants you a limited, non-transferable, non-sublicensable, revocable license to access and use the ImageShield Materials solely in accordance with these Terms of Use. Except for the limited licenses granted hereunder, ImageShield reserves all rights not expressly granted and no such additional rights may be implied.
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.

4. Restrictions

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:

  1. The collection, copying or distribution of any portion of the ImageShield Materials;
  2. Any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Services or the ImageShield Materials;
  3. Modifying or otherwise making any derivative uses of the Services or the ImageShield Materials;
  4. Scraping or otherwise using any data mining, robots or similar data gathering or extraction methods on or in connection with the Services;
  5. 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
  6. Any use of the Services or the ImageShield Materials other than for their intended purposes.

Any use of the Services or of any ImageShield Materials other than as specifically authorized herein, without the express prior written permission of ImageShield, the applicable ImageShield user or the Content Owner, is strictly prohibited. Any such unauthorized use will result in the immediate termination of your rights under these Terms of Use and will constitute a breach of the license granted herein.

5. Hyperlinks

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.
You represent and warrant that (i) you own or otherwise control all of the rights to the User Content that you post or transmit, or you otherwise have the right to post, use, display, distribute and reproduce such User Content and to grant the rights granted herein; (ii) the User Content you supply is accurate and not misleading; and (iii) the use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

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:

  1. 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;
  2. 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;
  3. User Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of any party;
  4. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  5. unsolicited promotions, political campaigning, advertising or solicitations;
  6. private information of any third party, including, without limitation: addresses, phone numbers, email addresses, social security numbers and credit card numbers;
  7. viruses, corrupted data or other harmful, disruptive or destructive files; and
  8. 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.

Although we prohibit certain activities in these Terms of Use, ImageShield does not make any representation or warranty that the User Content you may encounter through your use of the Services complies with these acceptable use provisions or the Terms of Use. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. These Terms of Use do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these acceptable use provisions.
ImageShield reserves the right (but is not obligated) to (i) review or screen any User Content submitted to the Site or otherwise submitted through the Services; (ii) edit any User Content posted on the Services; and/or (iii) remove any User Content from the Services for any reason, at any time, without prior notice, at our sole discretion. ImageShield will have no liability or responsibility to users of the ImageShield Services or any other person or entity for performance or nonperformance of such activities. ImageShield's enforcement of the acceptable use provisions set forth in these Terms of Use with respect to User Content in some instances does not constitute a waiver of our right to enforce such provisions in other instances involving similar User Content.

8. Your Account

Certain activities on the Services require you to register and create an account. In order to create an account, you must be 18 years of age or older. By registering for an account, you represent and warrant that you are at least 18 years of age and that all information you provide in the registration form ("Registration Data") is complete and accurate. ImageShield reserves the right to refuse access to the Services to anyone at any time, with or without cause at its sole discretion. You agree to keep your registered email addresses and other Registration Data current and complete, as ImageShield may send important notices about your account from time to time. By registering for an account, you consent to receive communications from ImageShield about the Services by email and/or system messages consistent with the terms of our Privacy Policy.

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 may make third party content and services available on or through the Services ("Third Party Services") solely as a convenience to its users (for example, links to third party websites, software and other services). When you leave the ImageShield Services, you should be aware that these Terms of Use and all other ImageShield policies no longer govern your use of such websites and services or any content contained thereon.
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.

14. Indemnity

You agree to defend, indemnify and hold harmless ImageShield and its affiliates and subsidiaries (collectively, the "Indemnified Parties"), and the Indemnified Parties' independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys' fees) arising out of or related to any User Content you post or otherwise transmit on or through the Services, your use of or inability to use the Services, the User Content, the ImageShield Materials or the Products, or the licensing of your Media to third parties through the Services, including any actual or threatened suit, demand or claim made against any of the Indemnified Parties and/or their independent contractors, service providers, employees, directors or consultants, arising out of or relating to your User Content, your conduct, your violation of these Terms of Use or your violation of the rights of any third party.

15. Dispute Resolution

Applicable Law

Your use of the Services is subject to all applicable local, state, national and international laws and regulations. These Terms of Use and your use of the Services will be governed by and construed in accordance with the laws of the State of Texas.

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.
You and ImageShield agree to arbitrate any dispute arising from these Terms of Use or relating to the Services, Site or ImageShield Materials. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and ImageShield agree: (i) to notify each other of any dispute within thirty (30) days of when it arises; (ii) to attempt informal resolution prior to any demand for arbitration; (iii) that any arbitration will occur in Dallas County, Texas; and (iv) that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association ("AAA"), including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable). The AAA's rules are available at www.adr.org. Other than class procedures and remedies described in these Terms of Use, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Notwithstanding the foregoing, you and ImageShield are NOT required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.
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.
Unless you and ImageShield agree otherwise, in the event that a court decides that any part of this Section 15 is invalid or unenforceable, you agree that any claim or dispute that has arisen or may arise between you and ImageShield must be resolved exclusively by a state or federal court located in Dallas County, Texas. The remainder of the Terms of Use will continue to apply. You and ImageShield agree to submit to the personal jurisdiction of the courts located within Dallas County, Texas for the purpose of litigating all such claims or disputes.

16. Feedback

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.

17. Assignment

These Terms of Use are binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Notwithstanding the foregoing, you may not assign your rights under these Terms of Use without ImageShield's prior written consent. ImageShield will be permitted to assign its rights under these Terms of Use at its sole discretion.

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.

19. Severability

If any provision of these Terms of Use is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms of Use will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties' intent.

20. Survival

The terms and conditions of these Terms of Use which by their nature are intended to survive termination or expiration of Services (including, but not limited to, Indemnification, Warranty Disclaimer, Dispute Resolution and the Limitation of Liability) will survive any expiration or termination of these Terms of Use.

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")

You may use the Subscription Services only in accordance with these Subscription Services Terms (and the Terms of Use of which they are a part). In the event of any conflict between these Subscription Services Terms and the other provisions of the Terms of Use, these Subscription Services Terms will control.

1. Subscriptions

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").
If you wish to purchase a Subscription, we will ask you to provide certain information in order to facilitate such purchase, including your credit card number or PayPal account, billing address and any related payment information as required by ImageShield (collectively, "Payment Information"). ImageShield will use a third party payment processor (PayPal) to facilitate your payment of any Subscription Fees. Any Payment Information that you provide will be governed by the terms of your credit card issuer or PayPal Privacy Policy. By submitting Payment Information via the Services, you warrant that you have the legal right to use any such credit card or other payment mechanism that you provide to facilitate the transaction.

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.
The Subscription Services are intended to be used by ImageShield users for the distribution and sharing of Photos and/or Videos, as permitted under the user's applicable Subscription Plan. ImageShield, at its sole discretion, reserves the right to limit, suspend or terminate your use of the Subscription Services if ImageShield determines that you have violated these Subscription Services Terms or the Terms of Use.
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.
From time to time, ImageShield may provide certain users with complimentary Subscriptions. Any user accessing the Services by using a free Subscription is bound by the Terms of Use and any applicable terms and conditions of these Subscription Services Terms (including ImageShield's right to terminate or cancel such Subscriptions).

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.

5. Interruptions or Discontinuation of Subscription Services; Changes to Subscription Services and Terms of Use

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.
ImageShield may terminate a Subscription, or any user's access to and use of the Subscription Services, at any time for any reason at its sole discretion, which such termination will be effective immediately. If you violate the Terms of Use, ImageShield at its sole discretion may (i) require you to remedy any violation thereof and/or (ii) take any other actions that ImageShield deems appropriate to enforce its rights and pursue available remedies.
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

ImageShield provides its users of all ImageShield Subscription Services storage capacity for uploaded User Content. This storage capacity is provided through Amazon.com's Simple Storage Service ("Amazon S3") and is governed by the terms of service for Amazon S3, in addition to these Terms of Use. If you choose to utilize the ImageShield’s service, you should review Amazon.com's terms of service, as well as its policy regarding privacy and data gathering practices, and any other applicable policies, prior to use of the ImageShield’s service.

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

In the event that you obtain access to any ImageShield user information, whether directly from ImageShield or otherwise, including user names and emails (e.g., through the purchase of your Products by a ImageShield user) (collectively the "User Information"), you agree that you may not use any such User Information in any manner except as may be specifically authorized by ImageShield to carry out the purpose for which such User Information was provided. Without limiting the foregoing, you may not share such User Information with any third parties. Further, you agree not to use such User Information in any manner that would be in violation of ImageShield's Privacy Policy. In no event will ImageShield be obligated to provide you with any such User Information. You agree that this provision will apply both during and after the term of your Subscription.

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. 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;
  2. 2. If the Content Owner who is agreeing to these Terms of Use is an agent of the copyright owner(s), then the Content Owner has been granted full authority of the copyright owner(s) to enter into this agreement;
  3. 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. 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.

13. Definitions

Capitalized terms used but not defined in these Terms of Use above will have the following meanings:
"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"):

  1. 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.
  2. 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.
  3. Provide your mailing address, telephone number, and, if available, email address.
  4. 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."
  5. Provide your full legal name and your electronic or physical signature.
  6. Deliver this Notice, with all items completed, to ImageShield's Designated Copyright Agent:

Designated Agent
Address of Designated Agent
Email Address of Designated Agent