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A. Overview of FlipFrames and FlipFrame Services. FlipFrames ('FlipFrames' or 'we') is a division of UserMade Studios, Inc. ('UserMade'), a social media and 'widget' production company. FlipFrames, provides Users (as defined below) via its website www.FlipFrames (the 'FlipFrames Website') with the means to frame, caption, label and share photographs and otherwise create designer frames for online photo flip-books, and any other features, Content (as defined below), or applications offered from time to time by FlipFrames in connection with the FlipFrames Website (collectively, the "FlipFrames Services"). The FlipFrames Services are hosted in the U.S.
B. Terms and Conditions of Use.
1. Agreement. This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the FlipFrames Services. By using the FlipFrames Services, you acknowledge the terms and conditions contained in this Agreement, and agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the FlipFrames Website) or you are a "Member" (which means that you have registered with FlipFrames). The term "User" refers to a Visitor or a Member. You are only authorized to use the FlipFrames Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement, as such may be amended from time to time by FlipFrames. Please read this Agreement carefully and save it. If you do not agree with it or are unwilling or unable to abide by its terms, you should leave the FlipFrames Website and immediately discontinue use of the FlipFrames Services. If you wish to make use of the FlipFrames Services, including, without limitation, eventually becoming a Member, you must read this Agreement and abide by the terms of use contained herein and indicate your acceptance during the required certification and acknowledgment process. Should you subsequently chose to become a Member, among other things, you will be required to indicate your acceptance to the terms of use contained herein during the formal registration process. This Agreement includes FlipFrames's policy for acceptable use of the FlipFrames Services and Content posted on the FlipFrames Website, your rights, obligations and restrictions regarding your use of the FlipFrames Services and FlipFrames's Privacy Policy. In connection with the use of FlipFrames Services, you may be notified that you are required to download software or Content and/or agree to any and all additional terms and conditions as may be provided or required from time to time in FlipFrames' sole discretion. Unless otherwise provided by the additional terms and conditions applicable to the FlipFrames Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at [support@FlipFrames.com, Subject: Terms of Use Agreement].
2. Reservation of Right To Modify Terms. FlipFrames reserves the right, in its sole and absolute discretion, to modify this Agreement (in whole or in part) from time to time; any such modification shall be immediately effective upon posting by FlipFrames on the FlipFrames Website. You agree to be bound to any changes to this Agreement when you use the FlipFrames Services after any such modification is posted. It is therefore critically important that you review this Agreement regularly to ensure you are updated as to any changes, and fully understand the terms and conditions as set forth herein.
3. Reservation of Right To Refuse FlipFrames Services. FlipFrames reserves the right, in its sole and absolute discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the FlipFrames Services at any time, for any or no reason, with or without prior notice, and without liability, or to otherwise prohibit and/or prevent any User from using the FlipFrame Services whatsoever.
4. No Posting of Personal Identifying Information. Please be extremely careful as to the information and Content that you (a) post on the FlipFrames Website, (b) provide to FlipFrames in connection with the FlipFrames Services, and/or (c) provide to other Users. Your initial profile will ask you to input a 'display name' and a certification as to your age; FlipFrames does not request, nor should you provide or post, any personal identification, including, without limitation, personal name, telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Please be advised that, despite this prohibition, Content and information provided by other Users may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and FlipFrames assumes no responsibility or liability for this material. [If you become aware of misuse of the FlipFrames Services by any person, please contact FlipFrames at or click on the "Report Inappropriate Content" link at the bottom of any FlipFrames page.]
5. Eligibility. Use of and Membership in the FlipFrames Services is void where prohibited. By using the FlipFrames Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy and completeness of such information; (c) YOU ARE 14 YEARS OF AGE OR OLDER; and (d) your use of the FlipFrames Services does not violate any applicable law or regulation. Any information and Content which is posted or created on the FlipFrames Website or which is in your profile may be deleted and your Use (and, if applicable, your Membership) may be terminated without warning, if we believe that you are under 14 years of age or have otherwise violated the terms and conditions of this Agreement at any time and from time to time.
6. Term. This Agreement shall remain in full force and effect while you use the FlipFrames Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions provided on the FlipFrames Website in connection with your Membership. FlipFrames may terminate your use and/or Membership at any time, without warning. Even after Membership and use is terminated, this Agreement will remain in full force and effect.
7. Fees. You acknowledge that FlipFrames reserves the right to charge for the FlipFrames Services and to change its fees from time to time in its sole and absolute discretion. If FlipFrames terminates your use and/or Membership because you have breached the Agreement, without limiting any other rights or remedies FlipFrames may have under this Agreement, at law or in equity, all of which are expressly reserved, you shall not be entitled to the refund of any unused portion of subscription fees.
8. Password. Subject to compliance with the terms and conditions of this Agreement, you may use the FlipFrame Services without registering as a Member. Should you elect to sign up to become a Member, you will be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify FlipFrames immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. FlipFrames shall not be liable or responsible in any manner with respect to your selection, use and dissemination of your password.
9. Non-Commercial Use by Users. The FlipFrames Services are for the personal use of Users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by FlipFrames in advance and in writing in FlipFrames' sole and absolute discretion. Illegal and/or unauthorized use of the FlipFrames Services, including, without limitation, unauthorized use of Content contained or created in connection with the use of the FlipFrames Services, and collecting personal identification information and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the FlipFrames Website is strictly prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles and any postings or Content posted on the FlipFrames Website without notice and may result in termination of User and/or Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the FlipFrames Services.
10. Proprietary Rights in Content on FlipFrames.
(a) FlipFrames does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the FlipFrames Website and/or create by means of the FlipFrames Services. After posting your Content to the FlipFrames Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in as you choose, subject to the terms and conditions hereof.
(b) By displaying or publishing ("posting") any Content on or through the FlipFrames Services, you hereby grant to FlipFrames a limited license in perpetuity to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the FlipFrames Services. Without this license, FlipFrames would be unable to provide the FlipFrames Services. The license you grant to FlipFrames is non-exclusive (meaning you are free to license your Content to anyone else in addition to FlipFrames), fully-paid and royalty-free (meaning that FlipFrames is not required to pay you for the use on the FlipFrames Services of the Content that you post), sub-licensable (so that FlipFrames is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the FlipFrames Services), and worldwide (because the Internet and the FlipFrames Services are global in reach). The license does not grant FlipFrames the right to sell your Content, nor does the license grant FlipFrames the right to distribute your Content outside of the FlipFrames Services.
(c) You represent and warrant that: (i) you own the Content posted by you on or through, or otherwise created by means of, the FlipFrames Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through, or otherwise created by means of, the FlipFrames Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you to or through, or otherwise created by means of, the FlipFrames Services.
(d) The FlipFrames Services contain Content of FlipFrames ("FlipFrames Content") provided by or on behalf of FlipFrames, its parent and affiliates, and/or any employee, agent, representative, independent contractor, and any successors and assigns of any of the foregoing. FlipFrames Content is protected by copyright, trademark, patent, trade secret and other laws, and FlipFrames owns and retains all rights in the FlipFrames Content and the FlipFrames Services. FlipFrames hereby grants you a limited, revocable, non-sub-licensable license to reproduce and display the FlipFrames Content (excluding any software code) solely for your personal use in connection with viewing the FlipFrames Website and using the FlipFrames Services. Without limiting the generality of the foregoing, in the event that Content created by Users with respect to the use of the FlipFrames Services includes FlipFrames Content, such Content shall remain the property of FlipFrames, subject to the license as provided herein. The FlipFrames Services contain Content of Users and other FlipFrames licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the FlipFrames Services.
11. Reservation of Right To Remove Content Posted. FlipFrames in its sole and absolute discretion may delete any Content posted that in the sole judgment of FlipFrames violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. FlipFrames assumes no responsibility for monitoring the FlipFrames Services for inappropriate Content or conduct. If at any time FlipFrames chooses, in its sole discretion, to monitor the FlipFrames Services, FlipFrames nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. Users are solely responsible for the Content that is posted from time to time on or through any of the FlipFrames Services, and any material or information that is transmitted to other Users and for interactions with or among other Users. FlipFrames does not endorse and has no control over the Content. Content is not necessarily reviewed by FlipFrames prior to posting and does not necessarily reflect the opinions or policies of FlipFrames. FlipFrames makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.
12. Certain Prohibited Activities/Content.
(a) Prohibited Content. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the FlipFrames Services. FlipFrames reserves the right to investigate and take appropriate legal action against anyone who, in FlipFrames's sole discretion, violates this provision, including without limitation, removing the offending communication from the FlipFrames Services and terminating the use and/or Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of FlipFrames:
· is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
· harasses or advocates harassment of another person;
· exploits people in a sexual or violent manner;
· contains nudity, violence, or offensive subject matter or contains a link to an adult website;
· solicits personal information from anyone under 18;
· provides any telephone numbers, street addresses, last names, URLs or email addresses;
· promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
· promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
· involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
· contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
· furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
· solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
· involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
· includes a photograph of another person that you have posted without that person's consent; or
· infringes upon any other person's or entity's intellectual property rights.
(b) Prohibited Activities. The following is a partial list of the kind of activity that is illegal or prohibited on the FlipFrames Website and through your use of the FlipFrames Services. FlipFrames reserves the right to investigate and take appropriate legal action against anyone who, in FlipFrames's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
· criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
· advertising to, or solicitation of, any User to buy or sell any products or services through the FlipFrames Services. It is also a violation of these rules to use any information obtained from the FlipFrames Services in order to contact, advertise to, solicit, or sell to any User without prior explicit consent;
· interfering with, disrupting, or creating an undue burden on the FlipFrames Services or the networks or services connected to the FlipFrames Services;
· using the account, username, or password of another User and/or Member at any time or disclosing your password to any third party or permitting any third party to access your account;
· using any information obtained from the FlipFrames Services in order to harass, abuse, or harm another person or entity; or
· using the FlipFrames Services in a manner inconsistent with any and all applicable laws and regulations.
13. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of FlipFrames to terminate User and/or Membership privileges of any User and/or Member who infringes (whether once or repeatedly) the copyright rights of others upon receipt of proper notification to FlipFrames by the copyright owner or the copyright owner's legal agent.
14. Disputes Among Users/Members. You are solely responsible for your interactions with other FlipFrames Users and/or Members. FlipFrames reserves the right, but has no obligation, to monitor disputes between you and other Users and/or Members, and to take such actions as it determines is reasonable and appropriate.
15. Privacy. Use of the FlipFrames Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
16. Disclaimers. FlipFrames is not responsible for any incorrect or inaccurate Content posted on the FlipFrames Website or in connection with the FlipFrames Services, whether caused by Users of the FlipFrames Services or by any of the equipment or programming associated with or utilized in the FlipFrames Services. Under no circumstances shall FlipFrames be responsible for any loss or damage, including personal injury or death, resulting from use of the FlipFrames Services, from any Content posted on or through the FlipFrames Services, or from the conduct of any Users and/or Members of the FlipFrames Services, whether online or offline. The FlipFrames Services are provided "AS-IS" and as available and FlipFrames expressly disclaims any warranty of fitness for a particular purpose or non-infringement. FlipFrames cannot guarantee and does not promise any specific results from use of the FlipFrames Services.
17. Profiles and Records. Profiles and records created and posted by Users and/or Members on the FlipFrames Website may contain links to other websites. FlipFrames is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by FlipFrames. Inclusion of any linked website on the FlipFrames Services does not imply approval or endorsement of the linked website by FlipFrames. When you access these third-party sites, you do so at your own risk. FlipFrames takes no responsibility for third party advertisements which are posted on this FlipFrames Website or through the FlipFrames Services, nor does it take any responsibility for the goods or services provided by its advertisers. FlipFrames is not responsible for the conduct, whether online or offline, of any User of the FlipFrames Services. FlipFrames assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. FlipFrames is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the FlipFrames Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the FlipFrames Services.
18. Limitation on Liability. IN NO EVENT SHALL FLIPFRAMES, INCLUDING, WITHOUT LIMITATION, USERMADE STUDIOS, ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CCNTRACTORS, LICENSORS, REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE TO YOU, ANY USER AND/OR MEMBER AND/OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM ACCESS TO AND THE USE OF THE FLIPFRAMES SERVICES, EVEN IF FLIPFRAMES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FLIPFRAMES' LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FLIPFRAMES FOR THE FLIPFRAMES SERVICES DURING THE TERM OF USE AND/OR MEMBERSHIP.
19. U.S. Export Controls. Software available in connection with the FlipFrames Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the FlipFrames Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
20. Disputes Involving FlipFrames Services. If there is any dispute about or involving the FlipFrames Services, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of Los Angeles. Either FlipFrames or you may demand that any dispute between FlipFrames and you about or involving the FlipFrames Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Los Angeles, California, USA, provided that the foregoing shall not prevent FlipFrames from seeking injunctive relief in a court of competent jurisdiction.
21. Indemnity. You agree to indemnify and hold FlipFrames, UserMade Studios, its and their respective officers, directors, shareholders, employees, agents, ccntractors, licensors, representatives, and their respective successors and assigns, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any User, Member and/or third party due to or arising out of your access to and/or use of the FlipFrames Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the FlipFrames Website or through the FlipFrames Services causes FlipFrames to be liable to another.
22. Miscellaneous. This Agreement is accepted upon your use of the FlipFrames Website or any of the FlipFrames Services, and is further affirmed by you as a User and/or becoming a Member. This Agreement constitutes the entire agreement between you and FlipFrames regarding the use of the FlipFrames Services and access to the FlipFrames Web Site. The failure of FlipFrames to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. FlipFrames is a trademark of UserMade Studios. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. This Agreement shall not be construed against the author.
Please contact us at: support@usermade.com, with any questions regarding this Agreement.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
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