- Overview; ownership of the Services
Thank you for your interest in the CoinaPhoto website (the “Site”) (and related mobile applications and embedded viewer) and the search, advertising and other services (collectively, the “Services”) offered by [CoinaPhoto FZ-LLC], a free zone limited liability company established in Dubai Internet City, Dubai, United Arab Emirates (“CoinaPhoto”). All proprietary rights associated with the Services are owned by or licensed to CoinaPhoto.
By using our Services, you agree to these terms and conditions (the “CoinaPhoto Terms”). As used in the CoinaPhoto Terms, “you” or “publisher” means the individual or entity using the Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), “we,” “us” or “CoinaPhoto” means [CoinaPhoto FZ-LLC], and the “parties” means you and CoinaPhoto.
- CoinaPhoto Accounts; access to the Services
Your use of certain Services is subject to your creation of a new CoinaPhoto account (an “Account”) and our approval of such Account. You may also use your existing Facebook, Google+, or Twitter account (each a “Third-Party Account”) to access these Services, subject to our approval. We have the right to refuse, terminate or limit your access to the Services for any reason and at any time. By submitting an application to use the Services, you represent that you are at least 18 years of age. You may only have one Account.
When you sign up for an Account, we will send you a verification email to the email address you have provided to verify the information you have provided and your identity. The verification email will contain a link that will enable you to activate your Account. We may introduce additional security or verification procedures relating to Account opening and access from time to time.
You own all of your Content, and subject to the conditions set out below, you can control how it is shared through your Account settings:
(a) In respect of Content that is covered by intellectual property rights (“IP Content”), such as photographs, you specifically grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP Content that you post on or in connection with CoinaPhoto (the “IP License”). The IP License automatically expires when you remove your IP Content or delete your account, unless your IP Content has been shared with Account users that have not deleted it.
(b) When you delete IP Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).
(d) When you publish Content in the ‘Coinaphoto market’, it means that you are allowing everyone, including people off of CoinaPhoto, to access and use that information, and to associate it with you and your Account. We make no representation (i) that your Content will be protected (including in the event of any transactions in respect thereof) or (ii) regarding the security of the Services.
(e) You will have the option of making available for sale Content which you have uploaded in the ‘Coinaphoto Market’, at a price established by you. When you purchase another user’s Content (i.e., photographs), or when another user purchases your Content, using the Services, the rights in respect of such Content that are purchased and sold are: an irrevocable, perpetual, non-exclusive license to use, reproduce and display such Content for personal, commercial, educational, charitable or other purposes, provided that the purchaser shall not be entitled to re-sell or sub-license such Content to any third parties. Any sale of Content that occurs using the Services is deemed to include a representation to the purchaser that the seller has sufficient rights to sell the above-described usage and reproduction rights in the Content. The indemnity set out in section 13 of these Terms shall apply to any claims made against CoinaPhoto relating to unauthorized sales or use of Content.
(f) You shall under no circumstances publish, promote, or perform any other action through the Services with respect to any of the following content (collectively, the “Prohibited Content”):
(i) adult content, which shall include, but not be limited to, pornography and mature, obscene, explicit, or sexual content;
(ii) content that advocates against an individual, group, or organization, including but not limited to, any content that promotes harassment or bullying or incites hatred or promotes violence against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity;
(iii) copyrighted material of third parties (unless you have the right to use such content as contemplated);
(iv) drug, alcohol, and tobacco-related content;
(v) hacking and cracking content (i.e. content that provides users with instructions or equipment that tampers with or provides illegal access to software, servers, or websites);
(vi) sites that offer compensation programs, which are commonly known as “pay-to” sites (i.e. sites that promise payment or incentives to users who click on advertisements, surf the web, read emails, or perform other similar tasks);
(vii) sites that use Brand Features (as defined in Section 9 below) without the express written consent of CoinaPhoto;
(viii) violent content, including any graphic or gory images (e.g. bloodshed, fight scenes, and gruesome or freak accidents);
(ix) commercial weapon-related content, which includes, but is not limited, content related to the sales of ammunition, gun parts, hardware, pistols, rifles, BB guns, sporting guns, air guns, blow guns, stun guns, explosives, and fireworks; and
(x) any content that would offend the public order and morals in the United Arab Emirates and other illegal content, including, but not limited to, content related to the production of false legal documents (e.g. fake passports, identification cards, or immigration papers), the promotion of any fraudulent or criminal activity, the sale of any counterfeit or boycotted goods, and the promotion of any sexual act.
You may not use any Brand Feature (including the CoinaPhoto logo) to link to the Services without the prior written consent of CoinaPhoto or frame any such Brand Feature.
CoinaPhoto makes no claim or representation regarding, and accepts no responsibility for (whether directly or indirectly) the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Services, or websites linking to the Services. Such sites are not under the control of CoinaPhoto and CoinaPhoto is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. CoinaPhoto provides these links to you only as a convenience, and the inclusion of any link does not imply any affiliation, endorsement, or adoption by CoinaPhoto of any site or any information contained therein. When you are not using the Services, you should be aware that the CoinaPhoto Terms no longer govern your activities (except as otherwise provided herein). You should review the applicable terms and policies (including privacy and data gathering practices) of any site to which you navigate.
- Using our Services
You may use our Services only as permitted by these CoinaPhoto Terms and any applicable laws. In accordance with Section 13 of the CoinaPhoto Terms, you will be liable for any financial loss suffered by us in respect of, amongst other things, your misuse of our Services, including, but not limited to, any loss resulting from posting Prohibited Content, interfering with our Services, or attempting to access the Services using a method other than the interface and instructions that we provide.
You may discontinue your use of any Service at any time, provided that you follow the applicable termination procedures for such Service.
- Changes to our Services; Changes to the CoinaPhoto Terms
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.
- Purchasing and Redeeming Tokens
CoinaPhoto permits and encourages you to purchase CoinaPhoto tokens (“Tokens”) for use on the Site. Purchasing and using Tokens is one of the key benefits of the Site, as many of the Site features require the use of Tokens. The Tokens are a non-refundable product and are not currency and do not represent cash, and have no intrinsic value. CoinaPhoto does not maintain bank accounts or similar accounts for users, and your Account is not a bank account. We provide an accounting of your balance of Tokens for convenience purposes, and the amount for which we may agree to redeem them. All cash transactions made through your Account are made by third parties (such as PayPal or through the credit card associated with your Account). The purchase and use of Tokens is a fun way to use the Site, but Tokens have no intrinsic value. The face value or nominal value of each Coin is purely symbolic, and while we will use our best efforts to redeem Tokens for their full face value, we make no guarantee that we will always be willing or able to do so, or that redemption will be available at all times. If we cease carrying on business or cease operating the Site, or if we become insolvent, we may not offer redemption of Tokens and any unredeemed Tokens will be considered forfeited.
The number of Tokens in your Account may increase or decrease due to transactions carried out on the Site. In any 24 hour period, you are limited to transferring a maximum number of Tokens to other users representing a nominal value of US$ 50.00. If at any time your Account holds Tokens with a nominal value greater than US$ 50.00, we will be entitled to redeem Tokens sufficient to reduce your Account’s nominal balance.
Every user account has a daily token redemption limit of 100 Coinaphoto tokens (or equivalent ). Once you have reached this limit, no further token redemption may be possible for a period of up-to 24 hours.
We assess a non-refundable transaction fee for purchases and redemptions of Tokens, which will be payable at the time of such purchase or redemption, and will appear on the invoice presented to you before you agree to pay. You agree to receipt of all invoices in an electronic format, which may include email.
Coinaphoto will deduct from your total redemption request any applicable VAT (in effect on the day of the transaction). Applicable VAT rate will be based on your status (individual/business), location (country) and any other relevant information provided.
Coinaphoto may use any two non-conflicting sources of the following information as required by VAT regulation to determine your location:
a) customer’s billing address
b) IP address
c) PayPal account location information
d) location taken from Facebook profile used to create an account
e) mobile photo country code
f) User trading history
g) any other commercially relevant information held in terms of the user.
In addition to the above, third party charges relating to receiving money, use of credit cards, currency conversion charges, cross border fees, etc may also apply. For more details, please review the fee structure and other terms and conditions mentioned in your PayPal account.
When you choose to redeem Tokens, or when we require you to redeem Tokens, we will reduce the balance of Tokens in your Account and will credit your bank account or credit card with a value related to the nominal value of the Tokens, less transaction fees noted above. Any exchange rate losses, transfer charges, taxes or other amounts payable in connection with transferring funds to or from you shall be borne by you, and the payment you receive will be reduced accordingly. We accept no obligation to deduct or withhold withholding or similar taxes from amounts remitted to you.
Unless expressly authorized in writing by CoinaPhoto, you may not enter into any type of arrangement with a third party where that third party receives payments made to you through the Site (such as acting as an agent or intermediary for a third party) or other financial benefit in relation to the Services.
Payments will be calculated solely based on our accounting. Payments to you may be withheld to reflect (or adjusted to exclude) any amounts arising from invalid Site activity, as determined by CoinaPhoto in its sole discretion, and any amounts that are due from you in accordance with the CoinaPhoto Terms. Invalid activity is determined by CoinaPhoto in all cases and includes, but is not limited to, the following:
(a) spam, invalid queries, invalid impressions or invalid clicks on Content generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control;
(b) clicks solicited or impressions generated by payment of money, false representation, or requests for end users to click on Content or take other actions;
(c) any activity related to Prohibited Content; and
(d) clicks or impressions co-mingled with a significant amount of the activity described in (a), (b), and (c) above.
In addition to our other rights and remedies, we may withhold and offset any payments owed to you under the CoinaPhoto Terms against any fees you owe us, and/or require you to refund to us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Services, you must notify CoinaPhoto in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived.
To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider, and for any taxes applicable to you or amounts transferred to or from you.
As between you and CoinaPhoto, CoinaPhoto is responsible for all taxes (if any) associated with any transactions between CoinaPhoto and advertisers in connection with advertisements displayed on the Content. You are responsible for all taxes (if any) associated with the Services (other than taxes based on CoinaPhoto’s net income). All payments to you from CoinaPhoto in relation to the Services (if any) will be treated as inclusive of tax (if applicable) and will not be adjusted.
- Intellectual Property; Brand Features
Other than as set out expressly in the CoinaPhoto Terms, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.
If CoinaPhoto provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by CoinaPhoto in the manner permitted by the CoinaPhoto Terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit those restrictions or you have our prior written consent. You will not remove, obscure, or alter CoinaPhoto’s copyright notice, Brand Features (as defined below), or other proprietary rights notices affixed to or contained within any Services or other CoinaPhoto software or documentation.
We grant you a non-exclusive, non-sublicensable license to use CoinaPhoto’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (the “Brand Features”) solely in connection with your use of the Services and in accordance with the CoinaPhoto Terms, as amended or restated from time to time. We may revoke this license at any time without cause. Any goodwill arising from your use of CoinaPhoto’s Brand Features will belong to CoinaPhoto.
We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
Your are responsible for compliance with all applicable laws relating to your Content and use of other information that uses the Services, and we are not responsible for any use of information by third parties that you may disclose such Content or information to using the Services.
You agree not to disclose CoinaPhoto Confidential Information (as defined below) without our prior written consent. “CoinaPhoto Confidential Information” includes, but is not limited to, the following: (a) all CoinaPhoto software, technology, and documentation relating to the Services; (b) click-through rates or other statistics relating to Content performance as pertaining to the Services; (c) the existence of, and information about, beta features in a Service; and (d) any other information made available by CoinaPhoto that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. CoinaPhoto Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this Section 11, you may accurately disclose the amount of payments made as a result of your use of the Services.
12. Termination; expiration
You may terminate the CoinaPhoto Terms at any time by completing the account cancellation process available in the settings section of the website. The CoinaPhoto Terms will be considered terminated within 10 business days following CoinaPhoto’s receipt of your notice to terminate your Account. Any credit that remains in your Account will be forfeited upon CoinaPhoto’s receipt of your cancellation notice.
CoinaPhoto may at any time terminate the CoinaPhoto Terms or suspend or terminate the participation of any Content in the Services for any reason. If we terminate the CoinaPhoto Terms due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If you breach the CoinaPhoto Terms or CoinaPhoto suspends or terminates your Account, you (a) will not be allowed to create a new Account and (b) may not be permitted to monetize content on other CoinaPhoto products.
Your Account will automatically expire in the event that you do not access it for a period of one year, and any credit that remains in your Account will be forfeited.
You agree to indemnify and defend CoinaPhoto, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Content, your use (or, if applicable, misuse) of the Services, or your breach of any term of the CoinaPhoto Terms.
14. Representations and warranties
You represent and warrant that:
(a) you have full power and authority to enter into the CoinaPhoto Terms;
(b) you are the owner of, or are legally authorized to act on behalf of the owner of, the Content;
(c) you are the technical and editorial decision maker in relation to the Content on which the Services are implemented and that you have control over the way in which the Services are implemented on the Content;
(d) CoinaPhoto has never previously terminated or otherwise disabled a CoinaPhoto account created by you due to your breach of the CoinaPhoto Terms or due to invalid activity;
(e) entering into or performing under the CoinaPhoto Terms will not violate any agreement you have with a third party or any third-party rights; and
(f) all of the information provided by you to CoinaPhoto is correct and current.
Other than as expressly set out in the CoinaPhoto Terms, we do not make any promises about the Services. Without limitation to the foregoing, we do not make any commitments about the content offered within the Services, the specific function of the Services, or their profitability, reliability, availability, or ability to meet your needs. We provide each Service on an “as is” basis.
To the extent permitted by applicable law, we exclude all warranties (whether express, statutory or implied). We expressly disclaim the warranties or conditions of non-infringement, merchantability, and fitness for a particular purpose.
16. Limitation of Liability
To the extent permitted by applicable law (except for any indemnification obligations hereunder or your breach of any intellectual property rights, confidentiality obligations, and /or proprietary interests relating to the CoinaPhoto Terms), in no event shall either party be liable under the CoinaPhoto Terms for any consequential, special, indirect, exemplary, or punitive damages, whether in contract, tort, or any other theory, even is such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.
Each party acknowledges that the other party has entered into the CoinaPhoto Terms relying on the limitation of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Your participation, correspondence or business dealings with any third party found on or through the Site or using the Services (such as dealings with parties advertising on the Site) regarding the payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings are solely between you and such third party. You agree that CoinaPhoto shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings and that you shall indemnify CoinaPhoto for any of its losses related thereto in accordance with Section 13 of these Terms.
(a) Entire Agreement; Amendments. The CoinaPhoto Terms constitute our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. These CoinaPhoto Terms may be amended (i) in a writing signed by both parties that expressly states that it is amending the CoinaPhoto Terms or (ii) as set forth in Section 6, if you keep using the Services after CoinaPhoto modifies the CoinaPhoto Terms.
(b) Assignment. You may not assign or transfer any of your rights under the CoinaPhoto Terms.
(c) Independent Contractors. The parties are independent contractors, and the CoinaPhoto Terms does not create an agency, partnership, or joint venture.
(d) No Third-Party Beneficiaries. Other than as set forth in Section 13, these CoinaPhoto Terms do not create any third-party beneficiary rights.
(e) No Waiver. Other than as set forth in Section 7, the failure of either party to enforce any provision of the CoinaPhoto Terms will not constitute a waiver.
(f) Severability. If a particular term of the CoinaPhoto Terms are held to be unenforceable by a court or other authority with jurisdiction over either party, the balance of the CoinaPhoto Terms will remain in full force and effect.
(g) Survival. Sections 9, 11, 12, 13, 14, 15 and 16 of these CoinaPhoto Terms will survive termination.
(h) Governing Law; Venue. The CoinaPhoto Terms shall be governed by, and construed in accordance with, the laws of the Dubai International Financial Centre (the “DIFC”). Any dispute arising out of or in connection with the CoinaPhoto Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the DIFC courts.
(i) Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control, such as a natural disaster, act of war or terrorism, riot, labor condition, governmental action, or internet disturbance.
(j) Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings. For information about how to contact CoinaPhoto, please visit our contact page.
18. Coinaphoto Challenges
(i) CoinaPhoto may run from time to time challenges either directly or on one of its social media pages/representations.
(ii) CoinaPhoto reserve the right to amend or alter the terms of these challenges and reject entries from entrants not entering into the spirit of the challenge.
(iii) No responsibility can be accepted for photo entries lost, delayed or corrupted, or due to computer error at the time of uploading on our market
(iv) The winner(s) agree(s) to the use of their name, photograph and co-operate with any other reasonable requests by CoinaPhoto relating to any post-winning publicity.
(v) The decision of the CoinaPhoto team is final based on the criteria set out in the challenge and no correspondence will be entered into over this decision.
(vi) Challenges may be modified or withdrawn at any time.
(vii) These challenges are in no way sponsored, endorsed or administered by, or associated with Apple. By participating, you hereby release and hold Apple harmless from any and all liability associated with these challenges.
(viii) These challenges are in no way sponsored, endorsed or administered by, or associated with Facebook/Twitter/Google + (or any social media we use). By participating you hereby release and hold harmless Facebook/Twitter/Google + (or any other social media) from any and all liability associated with these challenges