Last updated: March 2017
We reserve the right to change these Terms, modify the Website and the Service at any time without notice. You agree to be bound by any change to these Terms by continuing to access or use our Website or Service after any changes become effective. Should you have any questions regarding these Terms, you may contact us at firstname.lastname@example.org.
BY ACCESSING THE WEBSITE OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM.
The Service provides a proprietary, cloud based, software as a service application that functions as a content aggregator and digital image and video editor for users to access and license content files ("Content") from third party content providers ("Content Provider") and to use the third party content (See – Third Party Content Providers) either alone or in combination with additional third party content or with the users’ own content to create high-quality custom digital compositions ("Renderings"). The Service is available on a Subscription or single-use basis.
LICENSE TO USE SERVICE
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to access the Website to: (1) use its features including the Service; and (2) download your Renderings. Except as otherwise provided in these Terms, nothing in the Website grants you a license to use any of the trademarks, service marks, or logos owned by us or by any third party.
You are prohibited from violating or attempting to violate any security features of the Website or Service, including, without limitation: (1) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (2) attempting to probe, scan, or test the vulnerability of the Service, the Website, or any associated system or network, or to breach security or authentication measures without proper authorization; (3) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Website or Service, overloading, "flooding," "spamming," "mail bombing," or "crashing;" (4) using the Website or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (5) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; (6) sending automated queries to the Website; (7) using any data mining, robots, scraping or similar data gathering or extraction methods on the Website or Services; or (8) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Website or Service.
NO INAPPROPRIATE USE OF SERVICE
You agree that you will not use the Service to create or modify any image and/or, upload, download, display, perform, transmit, or otherwise distribute any Content, whether alone or in conjunction with any User Content that:
(1) together with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party’s trademark or intellectual property rights;
(2) in a way that places any person depicted in the Content in a bad light or in a way that they may find offensive - this includes, but is not limited to the use of Content in a manner that depicts a recognizable person contained in such Content: (a) in "adult oriented" contexts; (b) in a manner promoting tobacco or drug use; (c) promoting politicians, political ideologies or positions; (d) as suffering from, or medicating for, a physical or mental ailment; and (e) in any manner that is defamatory, or contains unlawful or offensive content under the law;
(3) as, or as part of, a trademark, service mark, or logo;
(4) not use, resell, redistribute, or assign any rights in and to the Content to any third party, except as expressly permitted by the license purchased by the User; and/or
(5) is libelous, defamatory, obscene, pornographic, abusive, or threatening; or advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation
We reserve the right to terminate your use, receipt, transmission, or other distribution of User Content, and, if applicable, to delete any such material from our servers. We intend to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws, or required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (1) comply with legal process, applicable laws or government requests; (2) enforce the Terms; (3) respond to claims that any content violates the rights of third parties; or (4) protect our rights, property, or personal safety and of our users and the public.
You must create an account to access the Service by registering your email address and selecting a password and providing accurate registration information. You may not register with a username that is not lawfully available for your use, offensive, vulgar, or obscene.
If you do not complete your registration, we may retain your name and email address and send you an email to remind you to complete your registration or purchase, or to provide you with additional offers or details related to the Service. You can opt-out of receiving these emails by clicking the "unsubscribe" link in the email or by contacting us at email@example.com.
You are responsible for maintaining the confidentiality of your account information including your password. You agree to accept responsibility for all activities or actions that occur under your account whether with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
TERMINATION OF ACCOUNT
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, for any reason, including but not limited to your breach of the Terms.
If we bar your access to the Service, then you will not be able to access or download any content that you may have saved using the Service, including, but not limited to Renderings. If your account is terminated for non-payment of fees or expiration, then you will have 30 days from the date of termination or expiration to download any Renderings in your account. Thereafter, you agree that we may, without any liability to you, permanently delete your account files, including Renderings, and they will not be retrievable even if you reinstate your account or open a new account.
The levels of Service and pricing for subscription and single use plans are available [here]. Your purchase of a Subscription or single-use plan only provides you with access to the Service. You will be charged separately for downloading Renderings.
To access the Service, you must supply certain information including, your credit card number and expiration date and billing address. You must notify us if your credit card has changed or has expired and to make appropriate changes or your Subscription may be disconnected or interrupted.
If you purchase a Subscription, then you will be billed in advance on a recurring and periodic basis. You agree that for Subscription purchases, we may submit periodic charges (e.g., annual or monthly) to your credit card without further authorization from you, until you provide prior notice that you wish to terminate this authorization or to change your payment method.
We may modify the Subscription or other usage fees in our sole discretion and at any time, which will become effective at the end of the then-current billing cycle. We will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the new Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
We may offer promotional codes for discounts. Promotional codes are non- transferable and are not redeemable for cash, credit, or toward previous purchases. Promotional codes cannot be used in conjunction with any other offer or promotional discount, and are only valid during the promotion period associated with each specific promotion code. We may terminate or modify any promotional code at any time in our sole discretion.
We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). You may be required to enter your billing information in order to sign up for the Free Trial, however, we will not charge you until the Free Trial has expired. We reserve the right at any time and without notice to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
LINKS TO OTHER WEBSITES
Our Service contains links to third party websites or services. Any outside website accessed from our Website is independent from us, and we have no control over, and assume no responsibility for the content, privacy policies, or practices of any third party web sites or services. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such third party web sites or services. You are responsible for reading the terms and conditions and privacy policies of any third party website that you visit.
THIRD PARTY CONTENT PROVIDERS
You acknowledge and agree that you are not licensing content from us and that all Content from any Content Provider is licensed directly from the Content Providers pursuant to the terms of the Content Provider’s license agreement to end-users available on the Content Provider’s website. You acknowledge and agree that a portion of your purchase price to download Renderings includes the license fee payable to a Content Provider, which we will collect and forward to the Content Provider.
You agree that each Content Provider is an express third party beneficiary of our Terms, with rights of enforcement, as if it were InClix. The third party content providers websites are listed [here].
Our Service allows you to post or otherwise make available certain information, text, graphics, videos, or other material ("User Content") to other Subscribers. You must select whether your User Content will be available to all Subscribers ("Community") or limited to any Group to which you are a member ("Group").
By posting User Content, you grant to us and the Community, or the Group, as you determine, the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content on and through the Service. You agree that this license includes the right for us to make your User Content available to other users of the Service, who may also use your User Content subject to these Terms. More information regarding Community and/or Group access is available [here].
You are solely responsible for your User Content, including its legality, reliability, and appropriateness. You represent and warrant that: (1) the User Content is yours (you own it) and/or you have the right to use it and the right to grant the rights and license as provided in these Terms, and (2) that the posting of your User Content on or through the Service does not violate the intellectual property rights, including, but not limited to privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on any intellectual property rights.
You retain any and all of your rights to any User Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for User Content you or any third party posts on or through the Service. We have the right but not the obligation to monitor and edit User Content.
INTELLECTUAL PROPERTY LAWS
We own all right, title and interest, including without limitation all intellectual property rights (“Intellectual Property Rights”), in and to the Website and its contents, including but not limited to the Service and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivative works and/or compilations relating to them whether in existence or in development. The Website and Service are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.
You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any User Content you provide or transmit, or that is provided or transmitted using your username or account.
SUGGESTIONS AND SUBMISSIONS
All questions, comments, suggestions, ideas, feedback or other information about the Website or the Service (“Submissions”), provided by you to us are non-confidential and we are entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You agree to indemnify, defend, and hold us, our affiliates, officers, directors, employees, consultants, agents, and representatives harmless from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Website or Service, your violation of these Terms, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING IF THE WEBSITE AND SERVICE, INCLUDING BUT NOT LIMITED TO CONTENT PROVIDED BY THIRD PARTIES ARE SUITABLE FOR YOUR USE.
THE WEBSITE AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF PERFORMANCE.
YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE WEBSITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE AND SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
WE DO NOT WARRANT THAT: (1) THE INFORMATION AVAILABLE ON THIS WEBSITE IS FREE OF ERRORS; (2) THE SERVICE IS NOT DEFECTIVE; (3) THE FUNCTIONS OF THE SERVICE (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF USER CONTENT) PROVIDED BY OUR WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR SUBJECT TO ANY MINIMUM “UP TIME”; (4) DEFECTS WILL BE CORRECTED, OR (5) OUR WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
LIMITATION OF LIABILITY
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY ARISING FROM OR RELATING IN ANY WAY TO THE WEBSITE OR SERVICE SHALL BE A CREDIT TOWARDS YOUR PURCHASE OR REFUND OF APPLICABLE PAID SUBSCRIPTION FEES, IN OUR DISCRETION.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL WE, INCLUDING, BUT NOT LIMITED TO THIRD PARTY CONTENT PROVIDERS, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, PARTNERS, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICE OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (1) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (2) DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES; OR (3) ANY MATTER BEYOND OUR REASONABLE CONTROL.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
The arbitration shall be conducted before a sole arbitrator in San Diego, California in accordance with the American Arbitration Association ("AAA") Commercial Arbitration Rules then in effect (which may be viewed at adr.org). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
Notwithstanding the foregoing, either of us shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE BOTH AGREE THAT (1) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; (2) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (3) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND UNDERSTAND THAT, ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THESE TERMS, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
These Terms shall be governed and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.
The Website is operated by us from our offices in the State of California. Your use of or access to the Website or Service should not be construed as our purposefully availing ourselves of the benefits or privilege of doing business in any state or jurisdiction other than California.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.