Terms

TERMS OF USE FOR POUNDPICS STOCK IMAGES

1. General Acknowledgments and Agreements

Your use of the Site constitutes your acknowledgment and acceptance of these Terms of Use, and you shall be bound by such terms and conditions. If you do not agree to be bound by the terms and conditions of these Terms of Use, do not use or access any portions of the Site or use any services offered on the Site. POUNDPICS may from time to time, without notice to you, change these Terms of Use and other rules or guidelines, in whole or in part, in its sole discretion and post such changes on the Site. Your continued access or use of the Site constitutes your acceptance of all such changes and your access and use of the Site will be subject to the current version of the Terms of Use, rules and guidelines posted on the Site at the time of such access or use. It is your responsibility to regularly check the “Terms of Use” to view the then-current terms. If you do not agree to be bound by the terms and conditions of these Terms of Use as so amended, do not use or access the Site. Without limiting the foregoing, POUNDPICS will use commercially reasonable efforts to notify its members of changes to these Terms of Use through blogs, web mail, forums and other means of electronic communication.

Services on the Site are available only to, and may only be used by persons who can enter into legally binding contracts under applicable law. Without limitation to the foregoing, services on the Site are not available to minors (e.g., persons under the age of eighteen) except under the supervision of an adult parent or guardian, and such parent or guardian shall be responsible for all access and use of the Site. If your use of the Site is on behalf of an entity, you represent and warrant that such party has full knowledge of your actions and has consented thereto and that you have the authority to bind such entity to these Terms of Use.

2. Use of Content and the Site

All of the contents including all stock images of the Site, is owned by POUNDPICS and is protected by copyright, trademark, patent, trade secret and other intellectual property laws. You acknowledge and agree that no ownership of any Content can be transferred, and that no sale of any Content can be effectuated on or through the Site. Only the rights expressly sublicenced in a Content License Agreement are granted on or through the Site. Except as explicitly permitted under these Terms of Use or a Content License Agreement (if any), POUNDPICS does not grant any express or implied permission to use any Content and no portion or element of this Site or its Content may be copied or retransmitted via any means. Without limiting the foregoing, you agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site or any part of the Content without, or in violation, of a Content License Agreement with POUNDPICS. You may not remove any copyright, watermark or other proprietary notices contained in the Content, caption information, or any other material on the Site and you are responsible for obtaining your own advice, legal or otherwise, to determine whether additional third-party consents, rights or privileges are needed for your use of the Content. POUNDPICS does not hold any signed model, property or trademark releases for any of the content on the site. You acknowledge that any such signed releases are your responsibility and personal or commercial use of such content is not recommended by POUNDPICS without such signed release.

These Terms of Use are in addition to your obligations (if any) under a Content License Agreement with POUNDPICS. In the event of any conflict between these Terms of Use or any other rules and regulations on this Site with an applicable Content License Agreement, the Content License Agreement will govern.

3. Restrictions as to Use of the Site

You agree that you shall not use the Site in any manner that is not permitted by these Terms of Use or that violates any law, regulation or statute in an applicable jurisdiction.

4. Notification of Claims of Infringement

If you are a copyright owner or an agent thereof and believe that any Content or other content including stock images on the Site infringes upon your copyrights or other intellectual rights, you may submit a written communication to POUNDPICS at agent@POUNDPICS.com. Such communication must contain the following information:

(a) a physical or electronic signature of the copyright owner, or a person authorised to act on behalf of the owner, in respect of the exclusive right that is allegedly infringed;

(b) a description of the copyrighted work or works that you claim has been infringed and, if applicable, a further description of what material or aspect of such Content is claimed to be infringing;

(c) identification of the material that is claimed to be 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 POUNDPICS to locate the material;

(d) information reasonably sufficient to permit POUNDPICS to contact you, such as an address, telephone number and an electronic mail address;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authoriSed by the copyright owner, its agent, or the law; and

(f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner, or are authoriSed to act on behalf of the owner, of an exclusive right that is allegedly infringed.

5. Management and Operation of the Site

POUNDPICS reserves the right, in its sole discretion, to change or discontinue any or all of the services on the Site at any time. You acknowledge and agree that POUNDPICS has no obligation to make, or continue to make, the Site or any particular portion or related service available to you (whether or not such unavailability is voluntary on the part of POUNDPICS). POUNDPICS reserves the right, in its sole discretion, to suspend, restrict, block, disable or terminate your access or use of the Site at any time without notice or liability to you and whether or not such measures are based on the existence of a breach of these Terms of Use.

You acknowledge and agree that POUNDPICS shall have no responsibility for any material or content on other websites to which you may hyperlink or otherwise access from the Site, including any web log, comments to any web log, or any forum on the Site. You acknowledge and agree that POUNDPICS shall have no responsibility for any material or content on websites from which you may be hyperlinked or otherwise be directed to the Site. POUNDPICS does not control such third party websites and the existence of any such hyperlinks does not imply any endorsement or affiliation with POUNDPICS.

You acknowledge and agree that POUNDPICS may store personal and certain other information about you on your computer in the form of “cookies”. Such use of cookies is solely in connection with the operation of the Site. You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer, such prohibition or restriction may have an adverse effect on your use of the Site. You acknowledge and agree that POUNDPICS may also store personal information about you on its computer. By using this Site you acknowledge and agree that POUNDPICS may, in its sole discretion, preserve or disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms of Use; respond to claims that any Content violates the rights of third-parties; or to protect the rights, property, or personal safety of POUNDPICS, its members, users or the general public. POUNDPICS will take precautions to protect your personal information, however, POUNDPICS cannot guarantee that such personal information will be confidential and secure. POUNDPICS shall not be responsible or liable for any matter or thing relating to the collection, storage, use or transmission of your personal information.

6. Payments for Content

Transactions on the Site for downloading Content shall be conducted using the approved payment methods in accordance with POUNDPICS’s standard pricing and payment policies. If you purchase any Content by using a credit or charge card or an online payment account, you warrant that you are the cardholder or account holder and that the billing information provided is accurate, and you authorize POUNDPICS to charge the designated credit or charge card or online payment account for the total amount of the purchase, including any sales or similar taxes. All purchases are final and non-refundable.

7. Indemnification

You agree to defend, indemnify and hold harmless POUNDPICS and its affiliates, and their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (collectively, “Indemnities”) from and against all claims, damages, obligations, judgments, losses, liabilities or any other expenses (including attorney fees and disbursements) or other liability arising from your breach of any of your representations, warranties or obligations under these Terms of Use, and from any and all access and use by you of the Site, including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or “false light”, right of publicity or blurring or distortion or alteration of any Content or other material or content whether or not intentional. POUNDPICS shall have the right, in its sole discretion, to control the defenCe of any claim, action or matter subject to indemnification by you with counsel of its own choosing. You shall fully cooperate with POUNDPICS in the defence of any such claim, action or matter.

8. Limitations and Disclaimers

Your use of the Site is entirely at your own risk. You agree that neither POUNDPICS nor its affiliates, nor any of their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use by you of the Site, even if such parties have been advised, or advised of the possibility, of such damages, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, OR DAMAGES RESULTING FROM ANY (I) ERRORS OR OMISSIONS IN CONTENT, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, OR (V) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR ACCESS OR USE OF THE SITE OR THE CONTENT OR OTHER MATERIALS. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY GIVING RISE TO THE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE THAT POUNDPICS nor its affiliates, nor any of their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable) SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THE SITE AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, POUNDPICS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WWW.POUNDPICS.COM WEBSITE OR THE SERVICES ON THE WWW.POUNDPICS.COM WEBSITE, OR ANY CONTENT OR OTHER MATERIALS AVAILABLE ON THE WWW.POUNDPICS.COM WEBSITE, INCLUDING THAT ANY ERRORS OR DEFECTS IN THE SITE OR THE CONTENT OR OTHER MATERIALS WILL BE CORRECTED, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS OR FREEDOM OF ANY SERVICES, OR ANY CONENT OR OTHER MATERIALS FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR DESTRUCTIVE FEATURES.

POUNDPICS shall have no responsibility for any Content or other material or content uploaded or posted onto the Site.

9. Terms and Termination

The agreement created by these Terms of Use shall continue in perpetuity unless terminated in accordance with this Section 9. POUNDPICS at any time may terminate the Terms of Use in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under these Terms of Use, or for inactivity by you with respect to your access or use of the Site. In the event termination is by POUNDPICS.

10. Miscellaneous

The Site is operated, and administered by POUNDPICS from its offices within the United Kingdom. By accessing or using the Site, you acknowledge and agree that these Terms of Use and all matters as to your access and use of the Site and the Content shall be construed and governed by the laws of the of the United Kingdom applicable therein. All actions and disputes arising from or relating to these Terms of Use and all matters as to your access and use of the Site and the Content or other materials shall be heard and decided exclusively before the courts located within the United Kingdom, and you irrevocably attorn and submit to the exclusive jurisdiction of the courts of the United Kingdom and waive any right you might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.

The relationship between POUNDPICS and you under these Terms of Use is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner. You agree that you shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your access or use of the Site.

No action or non-action of POUNDPICS to exercise any power, right, privilege or remedy under these Terms of Use shall be construed as a waiver or amendment of these Terms of Use or preclude any other or further exercise of any such power, right, privilege or remedy.

These Terms of Use shall inure to the benefit of, and be binding upon, POUNDPICS and you, and its and your respective successors and assigns. Nothing in these Terms of Use, express or implied, is intended to confer upon any person or entity, other than POUNDPICS and you, and its and your respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms of Use. POUNDPICS shall have the right, in its sole discretion, to assign any or all of its rights or obligations under these Terms of Use. You shall have no right to assign any of your rights or obligations under these Terms of Use.

Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other. These Terms of Use shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these Terms of Use shall not affect the validity or enforceability of the balance hereof. The headings contained in these Terms of Use are for convenience of reference only and shall not affect in any way the meaning or interpretation of these Terms of Use.

You acknowledge that you have read and understood THESE TERMS OF USE and agree to be bound thereby. YOU ACKNOWLEDGE AND AGREE THAT EACH TIME YOU ACCESS OR USE THE SITE, ORDER ANY CONTENT, SUBMIT ACCOUNT INFORMATION OR CONDUCT ANY OTHER TRANSACTION IN CONNECTION WITH THE SITE OR CONTENT, EACH SUCH TRANSACTION CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THESE TERMS OF USE.

PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AND CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND POUNDPICS (“POUNDPICS”), THE OWNER AND OPERATOR OF THIS WEBSITE. BY ACCESSING OR USING THIS WEBSITE IN ANY WAY, YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS DOCUMENT AND IN ANY CHANGES HERETO THAT POUNDPICS MAY PUBLISH FROM TIME TO TIME (COLLECTIVELY, THE “TERMS OF USE”). WE ENCOURAGE YOU TO KEEP A COPY OF THESE TERMS OF USE FOR YOUR RECORDS