Snapizzi Terms of Use

Version: June 10, 2010

This agreement is between Snapizzi, Inc. ("Snapizzi," "we," "our" or "us") and you ("you"), and governs the terms and conditions of your access and use of Snapizzi.com (the "Site"), and your use of any of our digital photography, media hosting, or other services, (individually and collectively, the "Services") and to your purchase of any prints or other products ("Products") from Snapizzi. The Services are provided to our clients under these Terms and Conditions, our Privacy Policy, and any other operating rules and/or policies that we may publish from time to time, including but not limited to the Terms of Service and Terms of Sale and where applicable our Customer License Agreement and the Contributing Member Agreement (collectively, as applicable, the "Agreement"). This Agreement and such policies constitute the entire agreement between you and us and supersede all prior agreements between the parties related to the foregoing subject matter.

1. ACCEPTANCE OF TERMS AND CONDITIONS

   PLEASE READ THE AGREEMENT, INCLUDING THESE TERMS AND CONDITIONS, CAREFULLY.

   BY ACCESSING OR USING THIS WEB SITE, BY USING THE MEDIA HOSTING OR OTHER SERVICES PROVIDED ON THIS WEB SITE, OR BY PURCHASING ANY PRODUCTS FROM SNAPIZZI, YOU CONFIRM YOUR ACCEPTANCE OF, AND AGREE TO BE BOUND BY, THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE OR ANY OF THE SERVICES PROVIDED ON THIS SITE AND DO NOT MAKE ANY PURCHASES.

   We may amend the Agreement at any time, and such amended Agreement will automatically be effective immediately after we have posted the amended Agreement on our Site. Your continued use of the Services or subsequent purchase of Products will constitute acceptance of the amended Agreement, and no other Agreement version will be effective or enforceable against us. Therefore, you should frequently review these Terms of Use and applicable policies or guidelines on the Site to understand the terms and conditions applicable to your use of the Site or the Services or your purchase of any Products. If you do not agree to any changes or modifications to these Terms of Use or to any applicable policy or guideline on the Site, your sole recourse is to stop using the Site and the Services and to not make any purchases.

   The rights granted to you under this Agreement are expressly non-exclusive. You may not sell, assign, sublicense or otherwise transfer or agree to transfer all or any portion of those rights without our prior written consent.

   We may reject this Agreement for any reason or no reason, prior to or subsequent to acceptance of this Agreement. Activation of our Services or sale of Products shall indicate our acceptance, but does not obligate us to provide or continue to provide access to any or all Services or Products, such access will instead be provided in our discretion.

   If you are using the Site or the Services or are purchasing Products on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity's behalf, and that such entity agrees to be responsible for and indemnify you and Snapizzi for violations of these Terms of Use.

2. REQUIREMENTS FOR SNAPIZZI SERVICES AND PRODUCTS.

   • Registration:

     Certain activities on the Site, representing your digital images or /licensing images require you to register and create an account. You must review the Agreement, select one of our flexible pricing structures, complete the registration process made available to you and such registration must be approved by us.

     Only one individual may access the Service at the same time using the same username and password.

     In order to create an account, you must be 18 years of age or older. If children between the ages of 13 and 18 wish to use the Site, they must be registered by their parent or guardian.

     Our Services are offered only to parties that can legally enter into and sign binding contracts. By accepting the terms of this Agreement and/or registering, you represent and warrant that you are over 18 and that all information you provide in the registration form is complete and accurate.

   • Registration Data:

     In consideration of the Services, when registering, you agree to provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"). Without /limiting the foregoing, you must provide an accurate email address, and you must keep your registered email addresses and other account information current, as Snapizzi may send important notices about your account or the Services to that email account. You agree to maintain and promptly update the Registration Data and any other information you provide to Snapizzi to keep it accurate, current and complete.

   • Account:

     Snapizzi shall process any funds you earn through the use of our Services and credit your account ("Your Account").

   • Escrow Period:

     All funds in Your Account shall be available for withdrawal after the current month + 15 days after such funds are deposited to Your Account (the "Escrow Period").

   • Withdrawal:

     To withdraw funds from Your Account after the Escrow Period, you must have an estab/lished PayPal Account. After the Escrow Period, funds will be automatically credited to your PayPal account.

   • No separate account:

     Except as required by app/licable law, Your Account shall not constitute an escrow or trust fund and may be commingled with other funds held by Snapizzi. The funds in Your Account may be held in one or more accounts maintained by Snapizzi in any financial institution in which funds controlled by Snapizzi, including accounts of other users of the Services, whether for the same purposes or otherwise, are held. All funds in every account shall be subject to the exclusive dominion and control of Snapizzi and Snapizzi shall have the sole right to direct the investment or reinvestment of and to dispose of the funds in such accounts.

   • Taxes:

     In consideration of the Services, you agree to comply with all app/licable domestic and international laws and regulations related to, and be responsible for payment of all app/licable fees and taxes related to your use of the Services and to, the sale or purchase of items using the Services, and your use of any other operations, properties, activities and transactions of Snapizzi.

     All taxes relating to, resulting from or arising out of the use of the Services shall be borne by the party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and you agree to pay such taxes prior to de/linquency. As an example, if you sell a Product through your use of the Services, you shall bear the responsibi/lity of paying any tax imposed.

   • Right to Refuse Service:

     Snapizzi reserves the right to refuse service to anyone at any time, with or without cause in its sole discretion. We reserve the right to discontinue, temporarily or permanently, any or all of the Services, provided we will make reasonable efforts to notify you within twenty-four (24) hours of doing so (such notice may be pub/lished on our Site). However, we reserve the right to discontinue any or all of the Services immediately and with no prior or subsequent notice required if we suspect you to be in breach of your ob/ligations under this Agreement. We shall not be /liable to you or any third party for any termination of your access to the Services except as specifically set forth in this Agreement.

   • Government Requests:

     In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Snapizzi systems and customers or to ensure the integrity and operation of Snapizzi's business and systems, Snapizzi may access and disclose any information from your account it considers necessary or appropriate, including, without /limitation, user profile information (i.e. name, email address, etc.), IP addressing and traffic information, usage history and posted content. Snapizzi's right to disclose any such information as described above shall govern over any contrary terms in any agreement or po/licy of Snapizzi. For information regarding other ways that Snapizzi may use or disclose your Registration Data, please see the Snapizzi Privacy Po/licy.

   • Account Security:

     You are solely responsible for maintaining the confidentia/lity of the password associated with your account and for restricting access to your password and to your computer while logged into the Site. You agree to accept responsibi/lity for all activities that occur under your account or from your computer. We endeavor to use reasonable security measures to protect against unauthorized access to your account and to any Content you designate as private. We cannot, however, guarantee absolute security of your account, your Content or the personal information we collect, and we cannot promise that our security measures will prevent third-party "hackers" from illegally accessing the Site or its contents. You agree to immediately notify Snapizzi of any unauthorized use or your account or password or any other breach of security and to accept all risks of unauthorized access to the Registration Data and any other information you provide to Snapizzi.

3. FLEXIBLE PRICING STRUCTURES

   • We offer a variety of pricing structures for users of our Services. You may select either a monthly subscription-based pricing plan or a revenue sharing based pricing plan. Within these two general plans for our Services, we offer tiered pricing based upon your individual volume and needs. In addition, you will be charged certain transaction fees for shipping and handling of products.

     More information regarding our current pricing can be found at http://snapizzi.com/trial.

   • Free Trial Period:

     We encourage the use of our Services through an initial 30-day free trial period, utilizing either the revenue-based plan or the subscription plan. Free trials are only available to first time users of the Services and cannot be combined with any other offer. Only one free trial is permitted per user of our Services.

     Upon registering for your free trial, your billing address and credit card information will be required. However, no charges will be made against your credit card unless you do not cancel prior to the end of your 30-day free trial period.

     Your free trial entitles you, during the term of your free trial, to the same service provided to our paying users.

   • Subscription Plan:

     If you utilize the subscription plan, Snapizzi will begin billing your credit card for the subscription package offered at the end of your free trial period unless you cancel prior to the end of your free trial.

     PLEASE NOTE: YOU MUST CANCEL PRIOR TO THE END OF YOUR FREE TRIAL OFFER TO AVOID CHARGES TO YOUR CREDIT CARD. IF YOU DO NOT CANCEL YOUR SUBSCRIPTION PLAN WITHIN THE 30-DAY FREE TRIAL PERIOD, UPON THE END OF THE FREE TRIAL PERIOD YOU WILL BE CHARGED THE MONTHLY SUBSCRIPTION FEE, WHICH IS NON-REFUNDABLE. TO CANCEL YOUR SUBSCRIPTION, PLEASE FOLLOW THE INSTRUCTIONS SET FORTH UNDER THE HEADING "CANCELLATION" BELOW.

     Snapizzi will continue to charge your credit card on a recurring basis until you cancel your subscription. The Snapizzi subscription plan is offered on a monthly or yearly basis.

   1. Subscription Plan Billing

      As a subscriber to the Snapizzi Services, you agree that we are permitted to charge your credit card a monthly or annual subscription fee based on the plan you have selected and any other charges you may incur in conjunction with your use of the Services. The subscription fee will be billed in advance at the end of your free trial period, and we will automatically charge your credit card each month or year thereafter on the calendar day corresponding to the commencement of your membership.

   2. Next Billing Date

      In the event your subscription began on a day not contained in a given month, we will bill your credit card on the last day of such month. For example, if you commence your monthly subscription to the Snapizzi Services on January 31st, your card would be billed next on February 28th.

   3. Fees and Charges

      All fees and charges are nonrefundable. If you want to use a different credit card or if there is a change in your credit card validity or expiration date, you may edit your credit card information.

   4. Automatic Renewals

      Your Snapizzi subscription will be automatically renewed on a monthly or annual basis, depending on your subscription. We will charge the subscription fee to the credit card you provide to us during registration or to a different credit card if you change your billing information. Your subscription to the Snapizzi Services will automatically renew for successive subscriptions, without prior notice to you, unless and until you cancel your membership or we terminate it for you. You must cancel your membership before it renews in order to avoid charges to your credit card.

   5. Changing Subscription Plans

      You may upgrade to a higher plan at any time. You will be charged the difference between the upgrade and your current plan based on your subscription schedule (monthly or annual, depending on the plan you originally signed up for), without proration, immediately upon change. Once upgraded, your must maintain that upgrade for the remainder of the month prior to downgrading.

      You may downgrade to a lower plan at any time. Billing changes will take effect at your next billing date.

      Please contact sales@snapizzi.comfor plan change requests.

   • NOTE THAT ALL SUBSCRIPTION FEES, WHETHER ANNUAL OR MONTHLY, ARE BILLED IN ADVANCE AND ARE NON-REFUNDABLE. THERE WILL BE NO REFUNDS OR CREDITS FOR PARTIAL MONTHS OF SERVICE, UPGRADES/DOWNGRADES OR MONTHS UNUSED WITH AN OPEN ACCOUNT.

   • Revenue Sharing Plan:

     In addition to the subscription plan, we also offer a revenue sharing plan. If you utilize the revenue sharing plan, Snapizzi will charge you a percentage, according to our current pricing available at http://snapizzi.com/trial, of your revenue based upon the total revenue generated by you in that given month. The percentage applied is automatically adjusted depending upon your monthly revenue.

   • Modifications to the Pricing Plans:

     Snapizzi reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the pricing plans (or any portion thereof) with or without notice.

     Pricing, including but not limited to the monthly subscription fees or the revenue based percentage fees for using the Services, is subject to change upon 30 days notice from us. We will give you advance notice of these changes by email to the email address you have provided us. Such notice may also be provided at any time by posting the updated pricing to http://snapizzi.com/trial.

     Snapizzi shall not be liable to you or any third party for any modification or change to the pricing for the Services.

   • Changing Between Revenue Share and Subscription Plans:

     You may request a change in plan at any time. The change will take effect on the first day of your next billing cycle. Please contact sales@snapizzi.com for plan change requests.

   • Cancellation:

     You may cancel your subscription to the Snapizzi Services at anytime. You are solely responsible for properly cancelling your account. For cancellation instructions, please contact sales@snapizzi.com. A phone request to cancel your account is not considered cancellation. We do not provide refunds or credits for any partial monthly subscription periods. You will also be given 10 days to update credit card information when your card, for whatever reason, is no longer able to accept recurrent billing for the agreed service of the site.

     Upon cancellation, your Account Subdomain will become "inactive", thus not accessible via the Internet. Your account information, including your digital photos, will remain on our system for a period of 30 days after cancellation. Snapizzi is not responsible for the return of or establishing access to your data by any means after cancellation.

     If you choose to re-enable within 30 days of cancellation, contact sales@snapizzi.com

4. GENERAL TERMS

   • Snapizzi Services and Products:

     When using the Services and purchasing the Products, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services and Products, this Agreement, or any other separate agreement between you and us. Such guidelines, rules, or licenses may contain terms and conditions in addition to those described in this Agreement.

   • Hosting Services; Terms of Service:

     Additional terms apply to Snapizzi's online media hosting and related services (the "Hosting Services"), as set forth below ("Terms of Service"). Please refer to our Terms of Service for the additional terms, conditions and policies applicable to your use of such Hosting Services. By subscribing to or using any Hosting Services, you agree to be bound by and accept the Terms of Service, which is a part of this Agreement.

   • Purchase of Products; Terms of Sale:

     Additional terms also apply to the purchase of prints and other products ("Products") from Snapizzi through the Site, as set forth in Section E below ("Terms of Sale"). Please refer to our Terms of Sale for the additional terms, conditions and policies applicable to your acquisition of Products from Snapizzi. By ordering Products from Snapizzi, you agree to be bound by and accept the Terms of Sale, which is a part of this Agreement.

   • Privacy:

     We believe strongly in your privacy. We will use your information in accordance with our Privacy Policy, which is a part of this Agreement. If you are a resident of any country outside the United States, including, without limitation, any country within the European Union, you understand and agree that we store and process your personal information on computers located in the United States, and that by providing any information to Snapizzi, you consent to the transfer of such information to the United States.

   • Electronic Communications:

     When you visit the Site or send emails to us, you communicate with us electronically and consent to receive communications from us electronically. We will communicate with you by email to your registered email address, by posting general notices on the Site, or by posting messages that are displayed to you when you log in to the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

   • Intellectual Property; Limited License:

     1. Snapizzi intellectual property.

        The Services and Products are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Services may violate such laws and this Agreement. Unless otherwise indicated, the Site and all content and other materials on the Site, including, without limitation, the Snapizzi logo and all designs, text, graphics, logos, icons, images, photographs, audio clips, video clips, digital downloads, data compilations, software and the selection and arrangement thereof (collectively, the "Materials") are the property of Snapizzi or its licensors or users and are protected by United States and international copyright laws.

     2. Limited License.

        Snapizzi grants you a limited, non-sublicensable license to access and make use of the Site and to print to hard copy informational portions of the site, solely in accordance with, and subject to, the terms set forth in this Agreement (including any applicable Terms of Service or Terms of Sale) and any other agreement you may enter into with Snapizzi. Such license does not include: (a) the collection, use, copying or distribution of any portion of the Site or the Materials; (b) any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Site or any of the Materials, except as may be permitted under the terms of any subscription services you enter into in accordance with the applicable Terms of Service; (c) modifying or otherwise making any derivative uses of the Site or the Materials, or any portion thereof; (d) use of data mining, robots or similar data gathering or extraction methods; (e) downloading (other than page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted on the Site; or (f) any use of the Site or the Materials other than for their intended purposes.

     3. No Implied Rights.

        Except as expressly provided herein, we do not grant any express or implied rights to use the Services or purchase the Products. Any use of the Services, the Site, or of any Materials not owned by you, other than as specifically authorized herein, without the express prior written permission of Snapizzi, is strictly prohibited and will terminate the license granted herein and constitute a breach of the license granted herein. Such unauthorized use may also violate applicable laws, including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by Snapizzi at any time.

     4. Repeat Infringer Policy.

        In accordance with the Digital Millennium Copyright Act and other applicable law, Snapizzi has adopted a policy of terminating, in appropriate circumstances and at Snapizzi's sole discretion, Subscriptions of account holders who are deemed to be repeat infringers. Snapizzi may also, at its sole discretion, limit access to the Site and/or terminate the Subscription(s) of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

     5. Copyright Complaints.

        Snapizzi respects the intellectual property rights of others. If you believe that any material on the Site infringes upon any copyright that you own or control, or that any link on the Site directs users to another Web site that contains material that 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.

        Designated Agent:
        CEO of Snapizzi, Inc.
        Address of Designated Agent:
        1921 State Street
        Santa Barbara, CA93101
        Email Address of Designated Agent:
        info@snapizzi.com

   • Trademarks:

     Snapizzi, the Snapizzi logo, and any other product or service names, logos or slogans of Snapizzi contained in the Site are trademarks of Snapizzi and may not be copied, imitated or used, in whole or in part, without the prior written permission of Snapizzi. You may not use any metatags or any other "hidden text" utilizing "Snapizzi" or any other name, trademark or product or service name of Snapizzi 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 Snapizzi 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.

   • Hyperlinks:

     You are granted a limited, non-exclusive right to create a text hyperlink to the Site, provided such link does not portray Snapizzi or any of its products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any pornographic, illegal, offensive, harassing or otherwise objectionable material. This limited right may be revoked at any time. You may not use a Snapizzi logo or other proprietary graphic of Snappizi to link to the Site without the express written permission of Snapizzi. Further, you may not use, frame or utilize framing techniques to enclose any Snapizzi trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without Snapizzi's express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Snapizzi or any third party.

   • Third Party Sites and Content:

     Snapizzi may host or provide links to photo galleries, Web pages, Web Sites and other content of third parties ("Third Party Sites and Content"). The inclusion of any link or the hosting of any content is provided solely as a convenience to its users and does not imply affiliation, endorsement, approval, control or adoption by Snapizzi of any Web site or any information or content contained therein. Snapizzi makes no claim or representation regarding, and accepts no responsibility for such Third party Sites and Content or for the quality, accuracy, nature, ownership or reliability thereof. Users use these links and Third Party Sites and Content contained therein at their own risk. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Web site to which you navigate from the Site.

     Advertisements and Promotions. Snapizzi may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Snapizzi, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Snapizzi is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Site.

   • Interactive Services or Areas:

     The Site includes (or may in the future include) content hosting and storage services, discussion forums or other interactive areas or services, including galleries, forums, chat rooms, message boards, or other areas or services in which you or third parties create, post or store content, messages, materials or other items on the Site (collectively, "Interactive Areas"). You are solely responsible for your use of and access to the Interactive Areas and use them at your own risk.

     By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:

     • Any photograph, video, message, data, information, text, music, sound, graphics, code or other material ("Content") that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful, including without limitation photographs or other Content containing nudity that would be unacceptable in a public museum where minors visit;
     • 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;
     • Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other right of any party. By posting any Content, you represent and warrant that you have the lawful right to use, display, distribute, and reproduce such Content;
     • Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
     • Unsolicited promotions, political campaigning, advertising or solicitations;
     • Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
     • Viruses, corrupted data or other harmful, disruptive or destructive files; and
     • Content that, in the sole judgment of Snapizzi, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose Snapizzi or its users to any harm or liability of any nature.

     Although we prohibit certain activities in this Agreement, Snapizzi does not control and takes no responsibility or liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Snapizzi liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of the Site and any Services is at your own risk. As a provider of interactive services, Snapizzi is not liable for any statements, representations or Content provided by its users in any public gallery, forum, personal home page or other Interactive Area. Snapizzi has no obligation to screen, edit or monitor any Content posted in any Interactive Area.

     Judgments as to the acceptability of Content are at the sole discretion of Snapizzi, and Snapizzi reserves the right, and has absolute discretion, to remove, screen or edit any photographs or other Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site.

     You retain all copyright in any Content you post in any Interactive Areas. However, by posting any Content or otherwise participating in any Interactive Area, you grant Snapizzi a perpetual, nonexclusive, royalty-free right to use, publish, distribute, reproduce, perform, adapt and display the Content on the Site, including the right to use the name that is submitted in connection with such Content. You further understand and agree that, in order to help ensure smooth operation of our system, we may keep backup copies of Content indefinitely.

     You understand and acknowledge that any Content contained in public postings, including any galleries that are not designated as private, will be accessible to the public and could be accessed, indexed, archived, linked to and republished by others including without limitation appearing on other web sites and in search engine results. Therefore, you should be careful about the nature of the Content you post. Snapizzi shall not be responsible or liable for any third party access to or use of the Content you post. You represent and warrant that (a) you own or otherwise control all of the rights to the Content that you post, or you otherwise have the right to post such Content to the Site and to grant the rights granted herein; (b) the Content you supply is accurate and not misleading; and (c) use and posting of the Content you supply does not violate this Agreement and will not violate any rights of or cause injury to any person or entity.

5. DISCLAIMER OF WARRANTIES

   • THE SITE, THE MATERIALS, THE PRODUCTS AND THE SERVICES (INCLUDING WITHOUT LIMITATION THE HOSTING SERVICES) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

     WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

     SNAPIZZI DOES NOT REPRESENT OR WARRANT THAT INFORMATION, CONTENT OR MATERIALS ON THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE, ITS SERVERS OR EMAIL SENT FROM SNAPIZZI OR THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SNAPIZZI IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. SNAPIZZI ALSO MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SITE AND SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREON. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACKUP COPIES OF ANY CONTENT YOU POST ON THE SITE.

6. LIMITATION OF LIABILITY

   • IN NO EVENT SHALL SNAPIZZI OR ITS AFFILIATES OR SUBSIDIARIES, NOR THEIR RESPECTIVE 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 (INCLUDING BUT NOT LIMITED TO THE LOSS OR COPYING OF PHOTOS, IMAGES OR OTHER CONTENT HOSTED ON THE SITE), 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 OR INABILITY TO USE OR VIEW THE SITE, THE SERVICES, THE PRODUCTS, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM SNAPIZZI, 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 SNAPIZZI'S RECORDS, PROGRAMS OR SERVICES.

     IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SNAPIZZI, 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 CONTENT OR THE MATERIALS, EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO SNAPIZZI FOR ACCESS TO OR USE OF THE SITE OR THE SERVICES OR FOR THE PURCHASE OF PRODUCTS.

   • Indemnity:

     You agree to indemnify and hold harmless Snapizzi 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, but not limited to, reasonable attorneys' fees) arising out of or related to any Content you post, store or otherwise transmit on or through the Site, or your use of or inability to use the Site, the Content, the Materials or the Services (including without limitation the Hosting Services), including without limitation 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 Content, your conduct, your violation of this Agreement or your violation of the rights of any third party.

7. ADDITIONAL TERMS OF SERVICE APPLICABLE TO HOSTING SERVICES ("TERMS OF SERVICE")

   • These terms of service (the "Terms of Service") shall form a part of the Agreement applicable to Hosting Services, and you may use the Hosting Services only in accordance with the these Terms of Service (and the Agreement to which they are a part). These Terms of Service are subject to change without prior written notice at any time, in Snapizzi's sole discretion. The agreements and obligations described in these Terms of Service are intended to and shall have the same force and effect as if set forth at length in the body of the Agreement. Your use of the Hosting Services in any manner constitutes your acceptance of the Agreement in effect at the time of such use, including these Terms of Service. In the event of any conflict between these Terms of Service and the other provisions of the Agreement, these Terms of Service shall control.

   • Interruptions or Discontinuation of Hosting Services; Changes to Hosting Services and Terms of Service:

     Snapizzi reserves the right at any time, in its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the Hosting Services, or portions thereof; including without limitations making changes to any policies, features and terms applicable thereto. If the Hosting Services, or any part thereof, for which you have registered with is permanently discontinued or canceled by Snapizzi, your membership will terminate, and we will have no further liability to you.

     The Hosting Services are reliant upon independent services provided by third parties that are beyond our control. The loss or interruption of any one of those independent services may prevent the Hosting Services from operating. In addition, there may be occasions when the Hosting Services are interrupted such as for maintenance, upgrades, system or equipment failure or otherwise.

     Our ability to perform our obligations under the Agreement is dependent upon the availability of equipment and services from third parties (collectively, the "Vendors") with whom we have contracted for the provision of telecommunications and internet services and equipment used by us when providing the Services.

     SNAPIZZI SHALL HAVE NO LIABILITY TO YOU FOR ANY INTERRUPTION, SUSPENSION, DISCONTINUANCE OR UNAVAILABILITY OF THE HOSTING SERVICES FOR ANY REASON, OR FOR ANY LOSS OF OR INABILITY TO ACCESS ANY PHOTOGRAPHS OR OTHER MEDIA STORED ON THE SITE. YOU ARE SOLELY RESPONSIBLE FOR MAKING BACKUP COPIES OF PHOTOGRAPHS OR OTHER MEDIA OR CONTENT YOU POST TO THE SITE.

   • Termination of Services:

     You may request termination of your account at any time by sending an email to support@snapizzi.com that provides clear written notice of such request, including but not limited to the "nickname" you provided to Snapizzi at the time you registered. When Snapizzi receives your termination request, Snapizzi will terminate your membership if it has the necessary information to do so. Snapizzi will notify you of termination via email. Snapizzi may request additional information from you prior to termination.

     Additionally, Snapizzi may terminate membership, or any user's access to and use of the Site or the Hosting Services, at any time at its sole discretion, with or without cause, which termination shall be effective immediately. If you violate the Terms of Use (including any Terms of Service), Snapizzi in its sole discretion may, but is not obligated to (a) require you to remedy any violation thereof and/or (b) take any other actions that Snapizzi deems appropriate to enforce its rights and pursue available remedies.

     Upon 30 days after account termination any funds available in your account will be mailed by standard mail service to you.

     Upon termination, any Content you have stored on the Site may no longer be retrieved, so you should make a backup copy of any such Content on a regular basis and before terminating your account.

     Please notify Snapizzi promptly of any changes to your email, credit card or Paypal information. If Snapizzi does not have a current, working email address, then you may not receive important notices from us regarding your account, which may include notices regarding termination. If your account is terminated and Snapizzi cannot reach you due to an invalid email address or for any other reason, then Snapizzi will (subject to Sections 1.c. and 2.d., above) endeavor to retain your Content on the Site for at least 30 days after termination. However, Snapizzi cannot guarantee that your Content will remain on the Site after termination or that you will receive notice of such termination, so you should make a backup copy of any such Content on a regular basis.

   • Use of User Information:

     In the event that you at any time obtain access to any Snapizzi's user information, whether directly from Snapizzi or otherwise, including without limitation user names and emails (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 Snapizzi 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 or use it for any marketing purposes of any kind. Further, you agree not to use such User Information in any manner that would be in violation of Snapizzi's Privacy Policy. In no event shall Snapizzi be obligated to provide you with any such User Information. You agree that this provision shall apply both during and after the term of your Subscription.

8. ADDITIONAL TERMS APPLICABLE TO SALES OF PRODUCTS ("TERMS OF SALE")

   • These terms of sale (the "Terms of Sale") shall form a part of the Agreement applicable to your purchases of any reprints or other Products, and you may purchase such items only in accordance with these Terms of Sale (and the Agreement to which they are a part). These Terms of Sale are subject to change without prior written notice at any time, in Snapizzi's sole discretion. The agreements and obligations described in these Terms of Service are intended to and shall have the same force and effect as if set forth at length in the body of the Agreement. By placing an order for Products, you agree to be bound by and accept the Agreement in effect at the time of such order. Other than as specifically provided in any separate written agreement between you and Snapizzi, these terms and conditions may NOT be altered, supplemented, or amended by the use of any document, such as purchase orders, and all sales are expressly conditioned upon your agreement to these terms and conditions. In the event of any conflict between these Terms of Sale and the other provisions of the Agreement, these Terms of Sale shall control.

   • Pricing; Payment Terms:

     Prices are listed in U.S. dollars or other currencies, and are all valid until altered by us. Snapizzi currently accepts VISA, MasterCard, Discover, and American Express credit cards. Snapizzi reserves the right to change the payment methods it accepts at any time without notice. If we are unable to process a payment using your credit card on file, we may, but are under no obligation to, call you using your telephone number on file to ask whether you wish to use an alternative form of payment. We may terminate your order, withhold upgrades to the Services, and take such other action as appropriate if we are unable to process your credit card payment and you do not provide an alternative form of payment. You agree to reimburse Snapizzi for any and all costs incurred in collecting amounts owed by you to Snapizzi, including, without limitation, attorneys' fees and costs of collection agencies.

   • Return Policy:

     If you are unsatisfied with your order, we will gladly review cause for your complaint, and if the product is not in usable we will be happy to refund your order. Please email us at support@snapizzi.com, to request such an evaluation. We will then make best endeavors to get a usable product to you or refund the order.

   • Product Availability and Pricing:

     Snapizzi may revise or discontinue products at any time without prior notice to customers, and products may become unavailable to customers even after an order is placed. All prices are subject to change without notice.

   • Product Descriptions; Pricing; Errors:

     Snapizzi attempts to be as accurate as possible and eliminate errors on this Site. However, we do not warrant that product descriptions, photographs, pricing or other content of this site is accurate, complete, reliable, current, or error-free. In addition, all size dimensions are approximate. If a product offered by Snapizzi is not as described or pictured, your sole remedy is to return it in unused condition for a refund within thirty (30) days of receipt. In the event of an error, whether on the Site, in an order confirmation, in processing an order or otherwise, we reserve the right to correct such error and charge the correct price or cancel the order, and your sole remedy in the event of such error is to cancel your order.

   • Disclaimer of Warranties:

     THE FOREGOING RIGHT TO RETURN ANY ORDER WITHIN THIRTY (30) DAYS IS YOUR SOLE AND EXCLUSIVE REMEDY, AND SNAPIZZI'S SOLE AND EXCLUSIVE LIABILITY, WITH RESPECT TO ANY PRODUCTS OR SERVICES, AND SNAPIZZI EXPRESSLY DISCLAIMS AND EXCLUDED ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO PRODUCTS, DELIVERIES, OR OTHERWISE.

9. PRIVACY POLICY

   • At Snapizzi, Inc., we are passionately committed to ensuring the privacy of our customers. This Privacy Policy (this "Policy") describes how personal information is collected from users of Snapizzi's website at www.snapizzi.com, www.mysnapizzi.com (the "Site"), and how that information is used and disclosed. By using our Site or our Services, you consent to the terms of this Policy.

   • CONSUMER PRIVACY:

     Personal information specifically identifies an individual, such as an individual's name, address, telephone number, email address, credit card or other account number—and information about that individual's activities when directly linked to him or her, such as information about his or her purchases.

     Personal information also includes demographic information, such as date of birth, gender, geographic area and preferences when such information is linked to other personal information that identifies an individual.

     Personal information does not include "aggregate" information. Aggregate information is data collected about a group or category of products, services or customers from which individual customer identities have been removed. In other words, information about how you use a service may be collected and combined with information about how others use the same service, but no personal information will be included in the resulting data. Likewise, information about the products you purchase may be collected and combined with information about the products purchased by others. Aggregate data helps us understand trends and customer needs so that we can better design new products and services, and refine existing products and services to serve our customers better.

   • User Supplied Information:

     You provide personal information to us in a number of ways when you visit the Site. For example, you provide us with personal information when you:

     • create an account and subscribe to our digital photography, media hosting or other services ("Services")
     • purchase products
     • participate in a survey, contest or sweepstakes on the Site
     • contact us by email for any reason, such as to request help with the Services, or to provide us with your comments/feedback
     • submit a resume to us via email
     • or post personal information in connection your photos/galleries (e.g., in a photo caption) or in other forums or interactive areas on the Site.

     We collect your name, billing and shipping addresses, email address, phone number, credit card number and expiration date in this manner. We may also collect certain demographic information in connection with your participation in any survey, contest or sweepstakes on the Site.

   • Important Note:

     You have the option of telling us how you wish to be identified in connection with your photos, galleries, comments and elsewhere on the Site. If you choose to use your real name (or include any personally identifying information as part of your "nickname") that information will be publicly displayed on our Site. Therefore, please use caution in determining how you wish to be identified on the Site.

     We do not sell, rent or share personal information with third parties without your prior consent except in the limited circumstances described in this Policy. We may share personal information with third-party vendors who assist us in performing internal functions necessary to operate our business. These functions may include, for example, analyzing traffic information or other data, providing marketing assistance, mailing items, processing credit card transactions, and fulfilling or delivering orders. In all cases we limit the information shared with our third-party vendors to that which is necessary to carry out those functions. We are not responsible for any additional information you provide to these parties, and we encourage you to become familiar with their practices before disclosing information directly to them. We may also share personal information in connection with Affiliated Sites (as discussed in more detail below).

     We also disclose personal information when we believe it is appropriate to comply with the law (e.g., a lawful subpoena, warrant or court order) or with requests of law enforcement authorities; to enforce or apply this Policy or our other policies or agreements; to initiate, render, bill and collect for amounts owed to us; to protect our or our customers' rights, property or safety; to protect our customers from fraudulent, abusive, or unlawful use of, our Site; or if we reasonably believe that an emergency involving immediate danger of death or serious physical injury to any person requires disclosure of communications or justifies disclosure of records without delay. In addition, information about our customers, including personally identifiable information, may be disclosed as part of any merger, acquisition, debt financing or sale of company assets, as well as in the event of an insolvency, bankruptcy or receivership in which personally identifiable information could be transferred to third parties as one of our business assets.

     In general, we use personal information collected on the Site to provide the Services and otherwise process transactions on the Site, to provide support for the Services, to respond to user requests and inquiries, to maintain a record of our dealings with Site users, to develop new products and services and to inform users about products or services we think will be of interest.

     When we use your personal information in our internal marketing efforts, we provide you with choices (see "Can I 'Opt-Out of Providing Information?" below). We may also receive information from third parties with whom we have business relationships, and may combine this information with the other personal information we maintain about you (for example, we may receive updated information about you, such as an updated billing address, from the financial institution issuing your credit card in connection with billing for Services). If we do so, this Policy governs such information.

     To opt-out of receiving marketing or other promotional communications from us, or to access, change or delete your personal information maintained by us, we provide you with the following options: you may (1) follow the "Unsubscribe" instructions contained in the communication from us; (2) email us at support@snapizzi.com or (3) write to us at the following address with your request:

     Snapizzi, Inc.
     Attn: Help & Issues
     1921 State Street
     Santa Barbara, CA 93101, USA

     If, in the future, we decide to share personal information with any third parties for their own (or another third party's) marketing purposes, we will update this Policy to reflect such change and provide you with the opportunity to opt-out of such disclosure of your personal information.

   • Links to Other Web Sites:

     The Site may contain links to other Web sites. Links from our Site to other sites or content are provided for your convenience only, and we do not have control over the content or privacy and security practices and policies of such third parties or other sites. Any personal information you provide on linked pages is provided directly to that third party and is subject to that third party's privacy policy. We encourage you to learn about their privacy and security practices and policies before providing them with personal information.

     We may also link to or from Web sites that are maintained by Snapizzi and/or one or more of our clients, subscribers or business partners or hosted by Snapizzi ("Affiliated Sites"). When you submit personal information to Affiliated Sites you may be submitting it to both Snapizzi and/or the applicable client, subscriber or business partner. We may also share personal information we collect through Affiliated Sites with the applicable clients, subscribers and/or business partners and vice versa. For example, if you purchase products from one of our members (e.g., a professional photographer) sites maintained or hosted by Snapizzi, we may share your name and email address with such subscriber so that they may provide you with assistance or answer questions you may have in connection your purchases. In such cases, the subscriber's must agree to use such information only for the purpose for which it was provided to them by Snapizzi. Information submitted to us through Affiliated Sites will be governed by this Policy. Information you submitted to our client, subscriber or business partner through Affiliated Sites will be subject to such client's, subscriber's or business partner's privacy policy and/or practices which may differ from this Policy. We do not have control over the privacy practices of Affiliated Sites. We encourage you to read the privacy policies on any Affiliated Site to which you link for information on the privacy practices of that site.

10. USAGE INFORMATION

    • When you visit our Site, some information is automatically collected, such as your computer's operating system and browser type, version, and capabilities (such as whether JavaScript is enabled and cookies are accepted), your Internet Protocol (IP) address and the time and date of your visit, the referring site (if applicable), as well as screen resolution, color and depth. This information is tracked through the use of "cookies" and "Web beacons."

      Cookies are small files that are stored on your computer by your browser at the request of a web site to store your personal preferences. We use cookies to keep you logged in to the Site, to count the number of unique computers visiting the Site, and to record your user preferences.

      Web beacons, also known as Web bugs, are small, graphic images on a Web page or other Web-based content that allow the site owner or a third party to monitor the IP address and other information of the site or computer viewing the Web page or content. Web beacons are often invisible to the user because they are typically very small (only 1-by-1 pixel) and the same color as the background of the Web page or other Web content. Web beacons collect the IP address of the computer to which the Web beacon is sent, the URL of the page from which the Web beacon comes, and the time it was viewed. Web beacons can be linked to personal information.

    • Reasons for Collecting Usage Information:

      In general, we use personal information collected on the Site to provide the Services and otherwise process transactions on the Site, to provide support for the Services, to respond to user requests and inquiries, to maintain a record of our dealings with Site users, to develop new products and services and to inform users about products or services we think will be of interest.

      We may place Web beacons on the Site in conjunction with cookies to monitor how visitors are navigating and/or interacting with the Site. We treat automatically collected information as personal information if we combine it with or link it to any of the personal information identified above. Otherwise, it is used in the aggregate only.

      Some third parties may place cookies in advertisements and in other locations on the Site, and may place Web beacons on the Site in conjunction with such cookies. Information collected by these third parties is subject to those third parties' policies governing use and disclosure of personal information. In addition, a third-party service is used to anonymously track traffic data on the Site through the use of a cookie that is not linked to, and does not track, any personally identifiable information about users of our Site.

      We may collect personal information, such as consumers' names, physical addresses, email addresses, phone numbers and other information in order to better target campaigns to meet user's interests and to provide customized experiences, but will not share this information with third parties. For these purposes, we will not collect through any means credit card data or social security numbers.

    • What Are Snapizzi's Policies Regarding Children?:

      We encourage parents to take an active interest in their children's use of the Internet. This Site is not designed or intended to collect and retain personal information from children who are under 13 years of age, and you must be 18 years of age or older to create an account on the Site. However, there may from time to time be contests or other activities on the Site that do not require an account and that are open to all ages, including children under 13. In such situations we will not knowingly collect and retain information from children under 13 without parental consent, except in limited circumstances authorized under the Children's Online Privacy Protection Act ("COPPA").

    • How Does Snapizzi Protect the Security of Personal Information?:

      We have put into place reasonable security measures in an effort to prevent loss, misuse and alteration of information while it is under our control. We cannot, however, guarantee the protection of information against interception, misappropriation, misuse or alteration, nor can we promise that your information may be not be disclosed or accessed by accidental circumstances or by the unauthorized acts of others. Furthermore, we have no control over the security of other sites you might visit, interact with or do business with.

      Orders placed on our Site are protected by the Secure Sockets Layer (SSL) protocol to ensure privacy and security of your ordering and payment information. We also use encryption technologies to protect billing information that we retain.

      When you register for an account on the Site, we ask you to create a "nickname" and password. To protect the confidentiality of your personal information, you must keep your password confidential and not disclose it to any other person. You are responsible for all uses of the Site by any person using your password. Please advise us immediately if you believe your password has been misused or otherwise misappropriated.

    • How Are Changes Made to the Privacy Policy?:

      We will modify this Policy if our privacy practices materially change in the future and we will notify you of such changes only by posting the modified Policy on our Site and indicating at the top of the Policy the date it was last updated. We encourage you to review this Policy each time you visit our Site to see if it has been updated since your last visit and to make sure you understand how information you provide will be used.

    • Your Comments or Concerns:

      We welcome your feedback. If you have any comments or concerns about this Policy or would like to contact us for any reason, you may reach us via email at info@snapizzi.com.

11. CUSTOMER LICENSE AGREEMENT

    • LICENSE GRANT:

      Provided you comply with all terms and conditions of this Customer License Agreement, [Seller] grants you a personal, non-exclusive, non-transferable, revocable and limited license to use the image (the "Image") for personal, non-commercial (hereinafter, "Personal Use") license. The Image shall not be used for commercial or advertising purposes. A Personal Use license expressly prohibits any direct or indirect monetary benefit from the use of the Image. You may not distribute or sublicense the Image in any way.

    • Prohibited Uses:

      Ext as otherwise agreed in writing, you may not do anything with the Image that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:

      • use the Image in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
      • use or display the Image on websites or other venues designed to induce or involving the sale, license or other distribution of ‚Äúon demand‚Äù products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as www.cafepress.com);
      • use the Image in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
      • use any of the Image as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
      • incorporate the Image in any product that results in a re-distribution or re-use of the Image (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Image as an electronic file;
      • use the Image in a fashion that is considered by Snapizzi (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Image into disrepute;
      • use or display any Image that features a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Image;
      • remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Image;
      • sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Image or the rights granted under this Agreement;
      • install and use the Image in more than one location at a time or post a copy of the Image on a network server or web server for use by other users;
      • use or display the Image in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

12. CONTRIBUTING MEMBER AGREEMENT

    • Before you may become a member of Snapizzi, you must read and accept all of the terms and conditions in, and linked to, the Agreement and the Privacy Policy. By accepting the Agreement, you also agree that your use of some Snapizzi-branded websites or websites we operate may be governed by separate user agreements and privacy policies.

      While using Snapizzi, you will not:

      • post content or items in an inappropriate category or areas on our sites and services;
      • violate any laws, or third party rights
      • use our sites or services if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our sites;
      • manipulate the price of any item or interfere with other user's listings;
      • circumvent or manipulate our fee structure, the billing process, or fees owed to Snapizzi;
      • post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
      • take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the sites or using it for purposes unrelated to Snapizzi);
      • transfer your Snapizzi account (including feedback) and User ID to another party without our consent;
      • distribute or post spam, chain letters, or pyramid schemes;
      • distribute viruses or any other technologies that may harm Snapizzi, or the interests or property of Snapizzi users;
      • copy, modify, or distribute content from the Sites and Snapizzi's copyrights and trademarks; or
      • harvest or otherwise collect information about users, including email addresses, without their consent.

    • Terms of Sale:

      As an image uploaded and owned by you sells on Snapizzi, you will automatically grant them, pursuant to the terms and conditions of the Customer License Agreement in effect from time to time a perpetual, non-transferable, royalty free license to their image for their personal non-commercial use.

13. MISCELLANEOUS

    • Applicable Law:

      Your use of the Services and the Site is subject to all applicable local, state, national and international laws and regulations. This Agreement and your use of the Services and the Site shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. This Agreement shall be deemed to be entered into in Santa Barbara, California. Subject to Section below, regarding arbitration, and without limiting the applicability of the provisions hereunder, You agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state and federal courts located in Santa Barbara County, California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement.

    • Arbitration:

      All disputes which arise under this Agreement or in connection with the Services to be delivered hereunder and which are not resolved within thirty (30) days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association before a single arbitrator in Santa Barbara, California. The decision of the arbitrator shall be final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction. YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU SHALL NOT HAVE A RIGHT TO A JURY TRIAL, SHALL HAVE LIMITED DISCOVERY RIGHTS, AND SHALL HAVE VERY LIMITED RIGHTS OF APPEAL FROM THE DECISION OF THE ARBITRATOR.

    • Assignment:

      We at any time and from time to time may assign our rights and delegate our duties under this Agreement without your prior consent. You may not assign this Agreement to any other person under any circumstances without our express prior written consent. You understand and agree that if we assign our rights under this Agreement, your personal information may be transferred as described in our Privacy Policy.

    • No Waiver:

      Our failure to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

    • Severability:

      If any provision of this Agreement shall be deemed invalid, unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.