CoinaPhoto Terms and Conditions
  1. Overview; ownership of the
    Services

    1. 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.

    2. By
      using our Services, you agree to these terms and conditions (the
      CoinaPhoto Terms”).
       As used in the CoinaPhoto Terms, “you” 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.

  2. CoinaPhoto Accounts; access
    to the Services

    1. 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+, Instagram, or Twitter 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.

    2. 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.

    3. By
      enrolling in CoinaPhoto, you permit CoinaPhoto to use, apply, and
      perform (as applicable) advertisements and other content,
      CoinaPhoto search boxes and search results, and related search
      queries and other links in respect of the content and information
      you post on CoinaPhoto that has been approved by CoinaPhoto (the
      Content”).  In
      addition, you grant CoinaPhoto the right to access, index and cache
      the Content, or any portion thereof, including by automated means,
      in accordance with CoinaPhoto’s privacy policy (the “
      Privacy
      Policy”), which is incorporated
      by reference into these CoinaPhoto Terms.

  3. Selling Content on the Site
    – Conditions for Sellers

    1. You
      own all of your Content and 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 (in such
      case, you being the “
      Seller
      and the person acquiring your Content being the “
      Purchaser”).

    2. Subject
      to the conditions set out below, you can control, through your
      Account settings, how your Content is sold by choosing which type
      of license you wish to make available to Purchasers. The available
      licenses are set out in section ‎5 below.


    3. In respect of Content that is
      covered by intellectual property rights (“
      IP Content”),
      such as photographs, you, as Seller, grant CoinaPhoto 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”).


    4. When a Purchaser buys your
      Content, using the Services, you grant to that Purchaser an
      irrevocable, perpetual, non-exclusive license to use, reproduce and
      display such Content for personal, commercial, educational,
      charitable or any other purposes, in accordance with section ‎5
      below.

    5. When
      you delete 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).

    6. Should
      you delete your Content or your account, the IP License shall
      terminate in terms of future use. The IP License and licenses
      already granted to Purchasers shall not terminate retroactively
      (i.e. Content will not be available for purchases of new licenses,
      nor will IP Content be available to CoinaPhoto, but Purchasers of
      Content shall continue to be able to use Content according to the
      terms of their existing licenses).

    7. Each
      time you upload your Content to the ‘CoinaPhoto Market’, you
      are deemed to represent to each Purchaser and CoinaPhoto that you
      have sufficient rights to sell the usage and reproduction rights in
      the Content referenced in sections ‎3.3 and ‎3.4 above.

    8. Should
      any person feature in your Content, whether identifiable by their
      face, body or other feature, you are responsible for notifying
      CoinaPhoto and obtaining that person’s consent in advance of
      uploading Content to your Account or publishing such Content on the
      CoinaPhoto marketplace (“
      Model Consent”).
      Such Model Consent must be obtained using our standard model
      release terms and using our model release mechanisms (the “
      Model
      Consent Terms”), which
      are incorporated by reference into these CoinaPhoto Terms.

    9. You
      agree that by using the Services you have sole responsibility for
      obtaining Model Consent and confirm that, by using the Services,
      you have obtained the required Model Consent in all relevant
      jurisdictions. You shall hold CoinaPhoto, its affiliates,

      agents,
      and advertisers, and any Purchaser which purchases such Content,
      harmless from and against any and all third-party claims and
      liabilities arising out of or related

      to your failure to obtain such Model Consent. This indemnity does
      not prejudice any rights held by CoinaPhoto pursuant to section ‎15
      of these CoinaPhoto Terms.


    10. The indemnity set out in section
      ‎15 of these Terms shall apply to any claims made against
      CoinaPhoto relating to unauthorized sales.

  4. Purchasing Content on the Site –
    Conditions for Purchasers


    1. Should you purchase Content using
      the Services, the Seller shall grant you, as Purchaser, an
      irrevocable, perpetual, non-exclusive license to use, reproduce and
      display such Content for personal, commercial, educational,
      charitable or any other purposes.

    2. By
      uploading Content to the ‘CoinaPhoto Market’, Sellers represent
      to each Purchaser who purchases such Content that the Seller has
      sufficient rights to sell the usage and reproduction rights
      referenced in section ‎4.1 above.

    3. Purchasers
      shall
      not be entitled to
      e-sell or sub-license such Content to any third parties.
      Purchasers are granted licenses to the Content subject to the
      conditions set out in section ‎5 below.

    4. The
      indemnity set out in section ‎15 of these Terms shall apply to
      any claims made against CoinaPhoto relating to unauthorized use of
      Content.

  5. Types of
    Licenses


    1. Sections ‎5.2 and ‎5.4 of
      this section ‎5 apply to all licenses granted by Sellers using
      the Services. The provisions of section ‎5.3 shall apply
      cumulatively depending on
      (i)
      the types of licenses Sellers make available by way of the settings
      they select in their Account; and, (ii) the type of license
      Purchasers elect to buy.


    2. “Standard Licenses
      permit Purchasers to use Sellers’
      Content subject to the following limitations:

      1. Content may only be shared
        within and used by the Purchaser as one legal person (whether
        natural or corporate) and may not be shared among or used by
        affiliated persons, including members of the same corporate group;

      2. Content may be used in a manner unlimited
        as to:

        1. duration; and

        2. geographical location (subject to any
          applicable local law);

      3. printed use of Content is only permitted
        up to 500,000 prints in total across the following four
        categories:

        1. hard copy documents, including
          newspapers, magazines, books, leaflets and product packaging;

        2. electronic documents;

        3. video, television, cinema and other
          moving pictures; and,

        4. software and applications; and,

      4. Content may be used to illustrate websites
        and on social media without limit;

      5. Content must not be used for:

        1. templates intended for resale, including
          website templates, brochure design templates and e-greeting
          cards;

        2. derivative products intended for resale,
          including posters, wall art, postcards, mugs, t-shirts; and,

        3. print on demand services.

      NOTE: Editorial Use License only: Photos marked as
      ‘Editorial Use Only’ may not have all the
      applicable model and property releases and thus should not be used
      for “commercial”
      advertising purposes.
    3. Extended
      Licenses

      Sellers
      may decide in their Account settings to sell, and Purchasers may
      choose to buy, Content pursuant to “
      Extended Licenses”,
      comprising any and all of the following types of Extended License:
      1. An “Unlimited Print
        Extended License
        ” has the same meaning as a Standard
        License, except that Content may be used in hard copy documents,
        including newspapers, magazines, books, leaflets and product
        packaging, up to a maximum of 1,000,000 prints in total;

      2. An “Unlimited Digital
        Extended License
        ” has the same meaning as a Standard
        License, except that Content may be used in (i) electronic
        documents, (ii) video, television, cinema and other moving
        pictures; and, (iii) software and applications, up to a maximum of
        1,000,000 prints in total across all three categories;

      3. A “Multi-Seat
        Extended License
        ” has the same meaning as a Standard
        License, except that Content may be shared within and used by the
        same members of a corporate group pursuant to one license;

      4. An “Items for Resale
        Extended License
        ” has the same meaning as a Standard
        License, except that Content may be used for (i) templates
        intended for resale, including website templates, brochure design
        templates and e-greeting cards; (ii) derivative products intended
        for resale, including posters, wall art, postcards, mugs,
        t-shirts; and, (iii) print on demand services, without limit as to
        the number of items produced; and


      5. An “Exclusive Rights Extended License” has the same
        meaning as a Standard License, except that the Seller shall grant
        to the Purchaser an exclusive license, as regards CoinaPhoto, to
        use the Content for a specified period. The Exclusive Rights
        Extended License does not prevent the Seller from making the
        Content available to third parties, or using it himself, otherwise
        than by way of the Services. Although CoinaPhoto shall restrict
        the use of Content subject to an Exclusive Rights Extended License
        by way of the Services, it has no control over the use of such
        Content outwith the Services and shall not be liable for any loss
        suffered by reason of such external use.


    4. CoinaPhoto reserves the right to
      amend the terms of each and any license, without limitation
      including as to cost, as it chooses in accordance with section ‎19.1
      of these CoinaPhoto Terms.

  6. Links

    1. 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.

    2. 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.

  7. Using our Services

    1. When
      you use the Services, we may ask for your permission to access your
      Content and/or the content and information that others have shared
      with you.  We require applications to respect your privacy (in
      accordance with the Privacy Policy), and your agreement with that
      application will control how the application can use, store, and
      transfer that content and information.

    2. When
      you publish Content in the ‘CoinaPhoto market’, it means that
      you are allowing everyone, including CoinaPhoto employees, 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.

    3. 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”):

        1. adult content, which
          shall include, but not be limited to, pornography and mature,
          obscene, explicit, or sexual content, including stories, jokes,
          animations and video, or any content that promotes sexual
          activity;

        2. 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;

        3. copyrighted material of
          third parties (unless you have the right to use such content as
          contemplated);

        4. content that is relevant
          to gambling or includes gambling links, tips, sports picks,
          lottery results as well as horse, car or boat racing;

        5. drug, alcohol, and
          tobacco-related content, whether providing information on
          purchasing, manufacturing, promoting and using drugs or
          otherwise;

        6. 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), including internet content that
          distributes tools or information for producing and distributing
          malicious codes such as viruses, worms of Trojan horses;

        7. content that provides
          instructions for or identifies methods to promote, encourage or
          provide the skills to commit illegal, criminal or unethical
          activities (including bomb-making, ‘phreaking’ – breaching
          phone security or phone service theft, scams and fraud, terrorism
          (including content of terrorism groups or supports terrorism and
          publishes and distributes materials for terrorism or includes
          material for training and encouraging terrorism or helps to serve
          terrorism groups such as funding, facilitating communication and
          other direct and indirect services), evading law enforcement,
          stalking, lock picking or selling pirated material such as
          commercial software, music, videos or others);

        8. 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);

        9. content where entities or
          persons falsely represent themselves as legitimate businesses or
          enterprises for the purpose of deceiving and obtaining from users
          valuable information such as bank account details, email
          accounts, usernames, passwords, credit card details and others;

        10. sites that use Brand
          Features (as defined in section ‎11 below) without the express
          written consent of CoinaPhoto;

        11. violent content,
          including any graphic or gory images (e.g. bloodshed, fight
          scenes, and gruesome or freak accidents);

        12. 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

        13. any content that would
          offend, is objectionable or may be contrary to the public order,
          public interest, public and national security, Islamic morality
          and morals in the United Arab Emirates and other content
          prohibited by any applicable United Arab Emirates law, 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.

    4. You
      may use our Services only as permitted by these CoinaPhoto Terms
      and any applicable laws.  In accordance with section ‎15 of
      the CoinaPhoto Terms, you will be liable for any 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.

    5. All
      users of CoinaPhoto are permitted to flag / report abuse of the
      Services, including the existence of any Prohibited Content.
      Although CoinaPhoto shall endeavour to remove flagged content, it
      is not responsible for the existence of any Prohibited Content or
      other content which may be in any other way harmful, offensive,
      contrary to the public order, public interest, public and national
      security, Islamic morality and morals in the United Arab Emirates
      or prohibited by any applicable United Arab Emirates law.

    6. You
      may discontinue your use of any Service at any time, provided that
      you follow the applicable termination procedures for such Service.

  8. Changes
    to our Services; Changes to the CoinaPhoto Terms

    1. 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.

    2. We
      may modify the CoinaPhoto Terms at any time.  We will post any
      modifications to the CoinaPhoto Terms on this page and any
      modifications to the Privacy Policy or Model Release Terms on their
      respective page of our Site.  Changes will not apply
      retroactively and will generally become effective 14 days after
      they are posted.  However, changes addressing new functions
      for a Service or changes made for legal reasons will be effective
      immediately.  If you do not agree to any modified terms in the
      CoinaPhoto Terms or the Privacy Policy, you will have to stop using
      the affected Services to not be subject to such terms.  Your
      continued use of the Services constitutes your consent to the
      updated CoinaPhoto Terms and Privacy Policy.

  9. Purchasing
    and Redeeming Tokens

    1. 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’s features
      require the use of Tokens.  The Tokens are a non-refundable
      product, are not currency, 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 Token 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.

    2. 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.

    3. 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.

    4. 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.

    5. 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.

    6. CoinaPhoto
      may use any two non-conflicting sources of the following
      information as required by VAT regulation to determine your
      location:

      1. customer’s billing
        address

      2. IP address

      3. PayPal account location
        information

      4. location taken from
        Facebook profile used to create an account

      5. mobile photo country code

      6. user trading history

      7. any other commercially
        relevant information held in terms of the user.

    7. 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.

    8. 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.

    9. 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.

    10. 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:

      1. 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;

      2. clicks solicited or
        impressions generated by payment of money, false representation,
        or requests for end users to click on Content or take other
        actions;

      3. any activity related to
        Prohibited Content; and

      4. clicks or impressions
        co-mingled with a significant amount of the activity described in
        (A), (B), and (C) above.

    11. 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.

    12. 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.

  10. Taxes

    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.

  11. Intellectual
    Property; Brand Features

    1. 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.

    2. If
      CoinaPhoto provides you with software in connection with the
      Services, we grant you a non-exclusive (other than as provided
      in section ‎5.3(E), 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.

    3. 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.

    4. We
      may include your name and Brand Features in our presentations,
      marketing materials, customer lists, financial reports and any
      other materials as we see fit from time to time.

  12. Privacy

    1. Our Privacy
      Policy explains how we treat your personal data and protect your
      privacy when you use our Services.  By using our Services, you
      agree that CoinaPhoto can use such data in accordance with our
      Privacy Policy.

    2. You
      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.

  13. Confidentiality

    1. You
      agree not to disclose CoinaPhoto Confidential Information (as
      defined below) without our prior written consent.  

    2. “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 ‎13, you may accurately
      disclose the amount of payments made as a result of your use of the
      Services.

  14. Termination;
    expiration

    1. 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.

    2. CoinaPhoto
      may at any time terminate the CoinaPhoto Terms or suspend or
      terminate the participation of any Content in the Services for any
      reason, including but not limited to your misuse of the Services,
      including the posting or use of Prohibited Content, interfering
      with our Services, or attempting to access the Services using a
      method other than the interface and instructions that we provide.
      If we terminate your Account and these 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
      .

    3. 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.

  15. Indemnity

    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.

  16. Representations
    and warranties

    You represent and warrant that:

    1. you have full power and
      authority to enter into the CoinaPhoto Terms;

    2. you are the owner of, or
      are legally authorized to act on behalf of the owner of, your
      Content;

    3. where applicable, you have
      obtained Model Consent of any person featured in your Content in
      accordance with the Model Consent Terms;

    4. 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;

    5. 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;

    6. 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

    7. all of the information
      provided by you to CoinaPhoto is correct and current.

  17.  Disclaimers

    1. 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.

    2. To
      the extent permitted by applicable law and other than as set out in
      the CoinaPhoto Terms, 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.

  18. Limitation
    of Liability

    1. 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 if
      such party has been advised of the possibility of such damages and
      notwithstanding any failure of essential purpose of any limited
      remedy.

    2. 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.

    3. 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 ‎15
      of these Terms.

  19. Miscellaneous


    1. 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 writing signed by both parties that
      expressly states that the CoinaPhoto Terms are thereby amended or
      (ii) as set forth in section ‎8, if you keep using the Services
      after CoinaPhoto modifies the CoinaPhoto Terms.

    2. Assignment. 
      You may not assign or transfer any of your rights under the
      CoinaPhoto Terms.

    3. Independent
      Contractors.  The parties are independent contractors, and the
      CoinaPhoto Terms do not create an agency, partnership, or joint
      venture.

    4. No
      Third-Party Beneficiaries. Other than as set forth in section ‎15,
      these CoinaPhoto Terms do not create any third-party beneficiary
      rights.

    5. No
      Waiver.  Other than as set forth in section ‎9, the failure
      of either party to enforce any provision of the CoinaPhoto Terms
      will not constitute a waiver.

    6. 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.

    7. Survival.
       Sections ‎11, ‎12, ‎13, ‎14, ‎15, ‎16, ‎17 and
      ‎18 of these CoinaPhoto Terms will survive termination.

    8. Governing
      Law; Venue.
        Any
      dispute arising out of or in connection with this contract,
      including any question regarding its existence, validity or
      termination, shall be referred to and finally resolved by
      arbitration under the Arbitration Rules of the Dubai International
      Financial Centre (“
      DIFC”)
      – LCIA Arbitration Centre, which Rules are deemed to be
      incorporated by reference into this clause.

      The
      number of arbitrators shall be one.
      The
      seat, or legal place, of arbitration shall be DIFC, Dubai, United
      Arab Emirates.
      The
      language to be used in the arbitration shall be English.
      The
      governing law of the contract shall be the substantive law of the
      DIFC.
    9. 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.

    10. 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.

  20. CoinaPhoto Challenges

    1. CoinaPhoto may
      run from time to time challenges either directly or on one of its
      social media pages/representations.

    2. 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.

    3. 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

    4. 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.

    5. 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.

    6. Challenges
      may be modified or withdrawn at any time.

    7. 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.

    8. These
      challenges are in no way sponsored, endorsed or administered by, or
      associated with Facebook/Twitter/Google+/Instagram (or any social
      media we use). By participating you hereby release and hold
      harmless Facebook/Twitter/Google+/Instagram (or any other social
      media) from any and all liability associated with these challenges.