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INTRODUCTION. Welcome to the MySpin Directory online community, a new service by the folks here at PhotoSpin. Our goal with MySpin Directory is to create a community where designers, photographers, web-designers, videographers, printers, illustrators, art directors, writers , and yes, attorney’s can create a personalized listing or even display their own virtual portfolios. The idea is to provide a forum for our industry to discuss issues, projects, post job listings, inquire about work or just talk about the state of the industry. This is a binding legal agreement between PhotoSpin and you. If you do not agree with the terms, please contact us (below). Look at it this way. We give you a great environment for sharing information about yourself and the industry you work in, and all we ask is that you follow some very basic guidelines: 1. Please don’t post any content on our Site unless it’s yours or someone else has given you have the right to do so. 2. You know, don’t take anything that doesn’t belong to you. You are not allowed to copy, distribute or sell any content from our Site unless it’s yours or someone else has given you the right to do so. 3. Don’t harass any other users of the Site in any way. We’re all here to be part of a community and to interact in an friendly environment. 4. Use the Site as it’s meant to be used, as a forum for the discussion and sharing of ideas about the work we do, and not for any illegal or just plain shady reasons. Whether or not you’re the kind of person who likes legalese, and we apologize in advance if you are, you can find much more detailed information about all of these points below. You really must read the remainder of this agreement before you hit the “accept” button. PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. 1. TERMS OF USE. The MySpin Directory service ("MySpin Directory" or "the Service") is owned and operated by PhotoSpin, Inc. ("PhotoSpin" or "we" or "us"). By accessing or using our web site at www.photospin.com (the "Site"), you (the "User") signify that you have read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement"), whether or not you are a registered user of MySpin Directory. Your use of the Site and agreement to these Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with MySpin Directory, PhotoSpin, or its subsidiaries or affiliates. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes. 2. PROPRIETARY RIGHTS. All content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of PhotoSpin, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without PhotoSpin’s prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause. 3. USER CONTENT. You are solely and fully responsible for the photos, profiles, messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that PhotoSpin may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of PhotoSpin violates this Agreement, or which might be offensive, illegal, obscene or pornographic, or that might violate the rights, harm, or threaten the safety of users or others. PhotoSpin further reserves the right to restrict the file size of any User Content posted to the Site. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to PhotoSpin
4. SITE USAGE /USER CONDUCT. You represent, warrant and agree that no materials of any
kind submitted through your account or otherwise posted, transmitted, or shared
by you on or through the Service will violate or infringe upon the rights of
any third party, including copyright, trademark, privacy, publicity or other
personal or proprietary rights; or contain libelous, defamatory or otherwise
unlawful material. You further represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside. In addition, you agree not to use the Service or the Site to:
5. COPYRIGHT INFRINGEMENT POLICY/COPYRIGHT COMPLAINTS. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, PhotoSpin has adopted a policy, when properly notified of an alleged copyright infringement, of promptly removing or disabling access to the allegedly infringing material, and terminating, in appropriate circumstances in our sole discretion, the accounts of users who infringe the intellectual property rights of PhotoSpin, other users or any third party. If you believe that any material on the Site infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below: Copyright Agent We may give notice of a claim of copyright infringement by means of a general notice on the Site, electronic mail to a user's e-mail address, or by written communication sent by first-class mail to a user's address. 6. TRADEMARKS. PhotoSpin’s trademarks, the MySpin Directory logo, and any other product or service name or slogan contained in the Site are trademarks of PhotoSpin and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of PhotoSpin or the applicable trademark holder. You may not use metatags or any other "hidden text" utilizing "MySpin Directory" or any other name, trademark or product or service name of PhotoSpin without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of PhotoSpin and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us. 7. LINKS. You may not use a MySpin Directory logo or other proprietary graphic of MySpin Directory to link to this Site without the express written permission of PhotoSpin. Further, you may not frame any PhotoSpin trademark, logo or other proprietary information, including the Site Content, without our express written consent. PhotoSpin makes no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of PhotoSpin and PhotoSpin is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. PhotoSpin provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by PhotoSpin of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site. Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that PhotoSpin shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings. 8. REGISTRATION DATA AND ACCOUNT SECURITY. In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to PhotoSpin, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify PhotoSpin immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to PhotoSpin. 9. USE OF PERSONAL INFORMATION. Any personal information that you submit to MySpin Directory remains your property, but by submitting that information, you grant PhotoSpin the right to use that information for marketing to MySpin Directory users (you may however, opt-out of the use of your personal information for marketing purposes). In addition, PhotoSpin reserves the right to release user information in the event PhotoSpin believes that the user account is being or has been used in violation of the Terms of Service or to commit unlawful acts, if the information is subpoenaed, or when PhotoSpin deems it necessary or appropriate. By agreeing to the conditions of these Terms of Service, you hereby consent to disclosure of any record or communication to any third party when PhotoSpin, in its sole discretion, determines the disclosure to be appropriate . We are fully committed to protecting your privacy. Please refer to our Privacy Policy for additional information on how we collect, use and disclose personal information, and for more detailed information on the procedures for opting out of the use of your personal information for marketing purposes. 10. DETERMINATION OF RIGHTS. PhotoSpin is the final arbiter of how one IS and IS NOT allowed to use the Site Content, www.photospin.com , and/or any other products, services, features and functionality by or on behalf of PhotoSpin. Further, PhotoSpin reserves the right to modify or remove anything submitted to MySpin Directory, and to cancel any user account or block a user’s access to the Site, at any time for any reason, without prior notice. PhotoSpin is not obliged to maintain backup copies of any material submitted to us. 11. USER DISPUTES. You are solely responsible for your interactions with other MySpin Directory users. We reserve the right, but have no obligation, to monitor disputes between you and other users. 12. INDEMNIFICATION. You agree to defend, indemnify and hold harmless PhotoSpin, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any content that you post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Terms of Use or of any representation or warranty contained herein, your unauthorized use of the Site Content, or your violation of any rights of another. 13. DISCLAIMER. PhotoSpin is not responsible or liable in any manner for any User Content or Site Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by MySpin Directory, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or any Site Content. PhotoSpin is not responsible for the conduct, whether online or offline, of any user of the Site or Service. THIS SITE, THE SITE CONTENT AND THE USER CONTENT ARE PROVIDED "AS IS" AND PHOTOSPIN AND ITS SUBSIDIARIES, DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. PHOTOSPIN WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, THE SITE CONTENT OR THE USER CONTECT, OR THE UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT PHOTOSPIN, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SITE, THE SITE CONTENT OR THE USER CONTECT. WE MAKE NO WARRANTY THAT THE SITE, THE SITE CONTECT OR THE USER CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. PhotoSpin uses reasonable efforts to ensure the accuracy, correctness and reliability of the Site Content, but we make no representations or warranties as to the Site Content's accuracy, correctness or reliability. Content types (including genres, sub-genres and categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that PhotoSpin does not guarantee their accuracy. You understand that by using the Site, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Site at your sole risk and further agree that PhotoSpin shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Some U.S. states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions. 14. LIMITATION OF LIABILITY. IN NO EVENT SHALL PHOTOSPIN, ITS SUBSIDIARIES, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, 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 (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE USER CONTENT, THE SITE CONTECT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM PHOTOPSIN, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PHOTOSPIN'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PHOTOSPIN, 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 THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO PHOTOSPIN FOR ACCESS TO OR USE OF THE SITE. 15. OTHER TERMS. The formation, construction, and interpretation of this Agreement shall be controlled by the laws of the State of California, U.S.A. ; as such law applies to agreements between California residents entered into and to be performed within California . The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement. Any dispute relating to this agreement shall be subject to the exclusive jurisdiction of the state and federal courts in the State of California , U.S.A., and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. You agree that if any part of these terms and conditions are found to be unenforceable, the remainder of these terms and conditions will remain in full force and effect. Any waiver of any provision of this Agreement will be effective only if in writing and signed by PhotoSpin. Any rights not expressly granted herein are reserved. 16. CHANGES TO TERMS OF USE. PhotoSpin reserves the right to change any of the terms and conditions contained in the Terms of Use or any policy or guideline of the Site, at any time and in its sole discretion. When we make changes, we will revise the "last updated" date at the top of the Terms of Use. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Terms of Use whenever you visit one of our websites. CONTACTS. Please contact PhotoSpin if you have additional questions or if you believe that any of the content contained on the Site violates your proprietary rights, including copyrights. eMail: license@photospin.com
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