Terms and Conditions of Use
or the "Client"
means Coversplash, INC a corporation of the State of Delaware, with registered agent located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904;
means the amount to be paid by the Campaign Tender Holder for an image or images, as the case may be, as specified in a Campaign;
"Extended Content License"
means a licensing type in which the licensee is entitled to use the photographs subject to the Extented Content License Provisions;
means a person or entity who submits images in response to a Campaign Tender for review and consideration by the Campaign Tender Holder;
"Image Provider Award Amount"
means an amount equivalent to a percentage of the Award Amount that is payable to the Image Provider;
"Intellectual Property Rights"
include all intellectual property rights and industrial property rights throughout the world, including rights in respect of, or in connection with: (1) any Confidential Information; (2) copyright (including future copyright and rights in the nature of or analogous to copyright); (3) right of integrity, rights of attribution, and other rights of an analogous nature which may now exist or which may exist in the future (moral rights); (4) inventions (including patents); (5) trademarks; (6) service marks; and (7) designs; (8) whether or not now existing and whether or not registered or capable of registration and includes any right to apply for the registration of such rights and includes all renewals and extensions;
"Image Provider Award Amount" means a written release signed by or on behalf of any living person or the estate of a deceased person who is depicted in whole or in part in any photographs;
"Image Provider Award Amount" means a written release from the owner and/or occupier of any property that is depicted in whole or in part in any photographs;
means www.coversplash.com or any other website which is operated by Coversplash, and includes the whole or any part of the web pages located at www.coversplash.com (including, but not limited to, any elements of design, underlying code, text, sounds, graphics, animated elements or any other content);
"Standard Content License"
means a licensing type in which the licensee is entitled to use the photographs subject to the Standard Content License Agreement;
means an amount equivalent to a percentage of the Award Amount that is payable to Coversplash;
means a Campaign Tender held by the Campaign Tender Holder on the Site, pursuant to which prospective Image Providers submit images for review and consideration for purchase;
means the date which is the earlier of the following: (1) the date upon which a Campaign Tender Holder selects an image or images which satisfy the requirements of the Campaign Tender Holder as set out in the Image Description; or (2) the date upon which a Campaign Tender closes;
means the person or entity that hosts a Campaign Tender relating to a specific request for imagery, pursuant to which prospective Image Providers submit images;
means any User of this Site, including Campaign Tender Holder or an Image Provider.
3. "Acceptance of Terms"
(a) The web pages available at Coversplash.com and all linked pages ("Site")
, are owned and operated by Coversplash, INC. ("Coversplash")
(b) Please thoroughly and carefully read these terms before using the Services provided by PhotorRankr and the Site. By accessing the site, viewing any content or using any Services available on the site (as described throughout) you are agreeing to be bound by these terms that govern our relationship with you in relation to the site. If you disagree with any part of the terms, then you may not access the site.
4. Description of Services
(a) The Site is an online social photography community and marketplace that enables photographers to post photographs, provide feedback on each other's photographs through comments, opinions, and other social media features, promote their work, participate in contests, and access and/or purchase other services from time to time made available on the Site (collectively, "Services"
). Services include, but are not limited to, any of the service and/or Content Coversplash makes available to or performs for you, as well as the offering of any materials displayed, transmitted, or performed on the Site or through the Services. Content ("Content")
includes, but is not limited to, photographs posted by Users, User comments, messages, text, information, data, graphics, news articles, images, illustrations, and software.
(b) Your access to, and use, of the Site may be interrupted from time to time as a result of equipment malfunction, updating, maintenance, or repair of the Site, or any other reason within or outside the control of Coversplash. Coversplash reserves the right to suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice. Coversplash may also impose limits on certain features and Services or restrict your access to parts of, or all of, the Site and the Services without notice or liability. You should not sue or rely upon the Site for storage of your photographs and images, and you are directed to retain your own copies of all Content posted on the Site.
5. Registration and Your Account
(a) As a condition to using the Services, you are required to open an account with Coversplash, provide your name and a valid e-mail address, select a password, and to provide other registration information ("Registration Data")
. The Registration Data you provide must be accurate, complete, and current at all times, as Coversplash may send important notices about your account or the Services to the e-mail address linked to your account. Failure to provide accurate, complete, and current Registration Data at all times constitutes a breach of the Terms, which may result in immediate termination of your Coversplash account and takedown of all Content you posted on the Site.
(b) You may not use as a Username the name of another person or entity, a name that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.
(c) Services are available only to individuals who are either: (1) at least 18 years old, or (2) at least 13 years old and authorized to access the Site by a parent or legal guardian. Services are not available to Users under the age of 13 years old. If you are a parent or legal guardian and have authorized a minor about the age of 13 years old to use the Site, you are responsible for the online conduct of such minor and the consequences of any misuse of the Site by the minor. Parents and legal guardians are warned that the Site does allow display of photographs and images containing implied nudity and/or non-gore violence that may be offensive to some.
(d) The Services are for use by individuals who are photographers, photography galleries, agents, and other market intermediaries and entities that represent photographers or sell their works. The Services are also for use by individuals, entities, and corporations seeking to purchase and/or download User Content.
(e) In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Coversplash's systems and customers, to ensure the integrity and operation of Coversplash's business and systems, or to perform analytics on the Site, Coversplash may access and disclose any information from your account it considers necessary or appropriate, including, without limitation, User profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted content. You consent to such disclosure and agree that Coversplash's right to disclose any such information as described above shall govern over any contrary terms in any agreement or policy of Coversplash.
(f) If you do not qualify for registration you are not permitted to open an account or use the Services. Coversplash reserves the right to refuse service to anyone at any time, with or without cause, in its sole discretion.
6. Account Security
You are solely responsible for maintaining the confidentiality of the password associated with your Coversplash account and for restricting access to your password and to your computer while logged into the Site. You agree to accept responsibility for all activities that occur under your account or from your computer. Coversplash endeavors to use reasonable security measures to protect against unauthorized access to your account and to any Content you post to the Site. Coversplash 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 Coversplash of any unauthorized use of 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 Coversplash.
7. Use of User Information
(a) In the event that you at any time obtain access to any Coversplash User information, whether directly from Coversplash or otherwise, including User names and e-mails (collectively, "User Information"
), you agree that you may not use any such User Information in any manner except as may be specifically authorized by Coversplash to carry out the purpose for which such User Information was provided to you. 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. In no event will Coversplash 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 use of the Site.
8. User Conduct
(a) All Content posted or otherwise submitted to the Site is the sole responsibility of the User from which such Content originates and you acknowledge and agree that you, and not Coversplash, are entirely responsible for all Content that you post, or otherwise submit to the Site. Coversplash does not control User submitted Content, except in connection with determining the suitability of photographs for sale in Campaign Tenders and/or the Marketplace and, as such, does not guarantee the accuracy, integrity, or quality of such Content. You understand that by using the Site you may be exposed to Content that is offensive, indecent, or otherwise personally objectionable.
(b) As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Coversplash. By way of example, and not as a limitation, you agree not to use the Services:
(i) to abuse, harass, threaten, impersonate, or intimidate any person;
(ii) to post or transmit, or cause to be posted or transmitted, any Content that is libelous, defamatory, offensive, obscene, profane, pornographic, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or that infringes any copyright or other right of any person;
(iii) to post 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;
(iv) to post Content that, in the sole judgment of Coversplash, is objectionable, harmful, or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Coversplash or its Users to any harm or liability of any nature;
(v) to post Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
(vi) to promote or sell Content of another person;
(vii) for any purpose (including posting or viewing Content) that is not permitted under the laws of the jurisdiction where you use the Services;
(viii) to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Coversplash User;
(viiii) to post private information of any third party, including, but not limited to, addresses, phone numbers, e-mail addresses, Social Security numbers, and credit card numbers;
(x) to create or transmit unwanted "spam" to any person or any URL;
(xi) to advertise to, or solicit, any User, through comments, messages, or otherwise, to buy or sell any products or services, or to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent;
(xii) to create multiple accounts for the purpose of voting for or against Users' photographs or images;
(xiii) to artificially inflate or alter vote counts, comments, or any other Service for any purpose, including for the purpose of giving or receiving money or other compensation in exchange for votes, or for participating in any other organized effort that in any way artificially alters the results of Services;
(xiv) to post copyrighted, trademarked, or patented Content that does not belong to you;
(xv) to post Content that is viruses, corrupted data, or other harmful, disruptive, or destructive files;
(xvi) to engage in political campaigning;
(xvii) to sell or otherwise transfer your profile;
(xviii) to complete, or attempt to complete, any commercial transaction between Users outside of the Site, including but not limited to the sale and purchase of images relating to any Campaign Tender, current or historical, held on the Site;
(xviiii) to use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not:
(1) take any action that imposes, or may impose, in the sole discretion of Coversplash, an unreasonable or disproportionately large load on Coversplash's infrastructure;
(2) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
(3) bypass any measures we may use to prevent or restrict access to the Site.
(c) To report a suspected abuse of the Site or a breach of the Terms (other than relating to copyright infringement, which is addressed under "Copyright Complaints" below) please send a written notice to Coversplash at the following e-mail address: legal@Coversplash.com
9. Content Submitted or Made Available for Inclusion on the Service
(a) Please read this section carefully before posting, uploading, or otherwise submitting any Content to the site. You retain the copyright in any Content you post on the Site. Coversplash NEITHER HAS NOR WANTS ANY OWNERSHIP OF YOUR CONTENT. However, by uploading and/or posting any Content to the Site, you grant Coversplash a non-exclusive, non-transferable, worldwide, perpetual, and royalty-free license (with the right to sublicense) to use the Content and the information, including name, that is submitted in connection with such Content, as is reasonably necessary to display the Content, provide the Services and to facilitate, at Content Owner's direction, the license of Photographs or the sale of Products on the Site, without obtaining permission or license from any third party.
(b) You understand and acknowledge that any Content contained in public postings or galleries, 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. The appearance of your Content on other web sites and in search engine results is limited to a low-resolution copy with a Coversplash watermark that retains EXIF data, if any. Therefore, you should be careful about the nature of the Content you post. Coversplash will not be responsible or liable for any third party access to, or use of, the Content you post.
(d) In consideration of Coversplash's agreement to allow you to post Content to the Site, Coversplash's agreement to publish such Content, and for other valuable consideration, the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with Coversplash as follows:
You acknowledge that:
(i) by uploading your photographic or graphic works to Coversplash you retain full rights to those works that you had prior to uploading;
(ii) by posting Content to the Site you hereby grant to Coversplash a non-exclusive, non-transferable, worldwide, perpetual, and royalty-free license (with the right to sublicense) to use the Content and the information, including name, that is submitted in connection with such Content, as is reasonably necessary to display the Content, provide the Services and to facilitate, at Content Owner's direction, the license of Photographs or the sale of Products on the Site, without obtaining permission or license from any third party. This license will exist for the period during which the Content is posted on the Site and will automatically terminate upon the removal of the Content from the Site;
(iii) the license granted to Coversplash includes the right to use your Content fully or partially for promotional reasons and to distribute and redistribute your Content to other parties, web-sites, applications, and other entities, provided such Content is attributed to you in accordance with the credits (i.e., Username, profile picture, photo title, descriptions, tags, and other accompanying information), if any and as appropriate, all as submitted to Coversplash by you;
(iv) Coversplash makes no representation and warranty that Content posted on the Site will not be unlawfully copied without your consent. Coversplash does not and generally cannot restrict the ability of Users and visitors to the Site to make low-resolution or "thumbnail" copies of Content posted on the Site, and you hereby expressly authorize Coversplash to permit Users and visitors to the Site to make such low-resolution copies of your Content, which includes a Coversplash watermark and EXIF data, if any; and
(v) subject to the terms of the foregoing license, you retain full ownership or other rights in your Content and any intellectual property rights or other proprietary rights associated with your Content.
You represent and warrant that:
(i) you are the owner of all rights, including all copyrights, in and to all Content you submit to the site;
(ii) you have the full and complete right to enter into this agreement and to grant to Coversplash the rights in the Content herein granted, and that no further permissions are required from, nor payments required to be made to, any other person in connection with the use by Coversplash of the Content as contemplated herein;
(iii) the Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights, or any other right of any person, or violate any law or judicial or governmental order; and
(iv) you shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against Coversplash, all of which such rights are hereby expressly and irrevocably waived by you in favor of Coversplash.
10. Copyright and Limited License
(a) The Site and all images, text, code, and other materials on the Site and the selection and arrangement thereof (collectively, the "Site Materials"
) are the property of Coversplash or its licensors or Users and are protected by United States and international copyright laws.
(b) Coversplash grants you a limited, non-sublicensable, revocable license to access and use the Site solely in accordance with, and subject to, these Terms and any other applicable terms or agreements you may enter into with Coversplash. Except as otherwise expressly permitted in writing, the license does not include, and you agree to refrain from:
(i) the collection, copying, or distribution of any portion of the Site or the Site Materials;
(ii) any resale, commercial use, commercial exploitation, distribution, public performance, or public display of the Site or any of the Site Materials;
(iii) modifying or otherwise making any derivative uses of the Site or any of the Site Materials;
(iv) scraping or otherwise using any data mining, robots, or similar data gathering or extraction methods;
(v) with the exception of your own Content, or others' Content available for purchase and download, the downloading of any portion of the Site, the Site Materials, or any information contained therein; or
(vi) any use of the Site or the Site Materials other than for their intended purposes.
(c) Any use of the Site or of any Site Materials other than as specifically authorized herein, without the express prior written permission of Coversplash or the Content Owner, is strictly prohibited and will terminate and constitute a breach of the license granted herein.
11. Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act and other applicable law, Coversplash has adopted a policy of terminating, in appropriate circumstances and at Coversplash's sole discretion, account holders who are deemed to be repeat copyright infringers. Coversplash may also, at its sole discretion, limit access to the Site and/or terminate any account holders who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
12. Copyright Complaints
(a) Coversplash respects the intellectual property rights of others. It is Coversplash's policy to respond promptly to any claim that Content posted on the Site infringes the copyright or other intellectual property infringement ("Infringement")
of any person. Coversplash will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the Site.
(b) To notify Coversplash of a possible Infringement, you must submit a notice of such Infringement in writing to Coversplash's Designated Agent, as set forth below:
(i) Designated Agent: Tyler Sniff
(ii) Address of Designated Agent: Coversplash, Inc.
284 Gray Mans Loop
Pawleys Island, SC 29585
(iii) E-mail address of Designated Agent: dmca@Coversplash.com
(c) Include in your notice a detailed description of the alleged Infringement sufficient to enable Coversplash to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing your copyright.
(d) If we remove or disable access to Content in response to a notice of Infringement, we will make reasonable attempts to contact the User who posted the affected Content. If you feel that your Content is not infringing, you may provide Coversplash with a counter notice in writing to Coversplash's Designated Agent at dmca@Coversplash.com
. You must include in your counter notice sufficient information to enable Coversplash to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) if you materially misrepresent that your Content is not infringing the copyrights of others.
(e) If you are uncertain as to whether an activity constitutes Infringement, we recommended seeking the advice of a professional attorney licensed to practice law.
13. Marketplace Service
(a) The terms in this section govern the Coversplash Marketplace service, whereby Users can post digital photographs and elect sell a Standard Content License Agreement and Extended Content License Provisions in connection with such photographs.
(b) License Agreement
. Coversplash's Marketplace enables any person or entity that owns or is otherwise authorized to license photographs (the "Content Owner"
(c) Terms of Sale
(i) Pricing and Payment Terms
. All prices are listed in U.S. dollars and are valid until altered by us. Coversplash currently accepts all major credit cards. The secure payment processor is Stripe. Coversplash 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 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 Coversplash for any and all costs incurred in collecting amounts owed by you to Coversplash, including, without limitation, attorneys' fees and costs of collection agencies.
(ii) Product Availability and Pricing
. Coversplash may revise or discontinue products or services at any time without prior notice, and products may become unavailable even after an order is placed. All prices are subject to change without notice.
(iii) Product Descriptions and Errors
. Coversplash attempts to be as accurate as possible and eliminate errors on this Site. However, we do not warrant that product descriptions, photographs, or other Site Materials are accurate, complete, reliable, current, or error-free. If a product offered by Coversplash is not as described or pictured, your sole remedy is to seek 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, download, 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.
(d) THE FOREGOING RIGHT TO RETURN ANY ORDER WITHIN THIRTY (30) DAYS IS YOUR SOLE AND EXCLUSIVE REMEDY, AND Coversplash'S SOLE AND EXCLUSIVE LIABILITY, WITH RESPECT TO THE PURCHASE OF ANY PRODUCTS FROM THE SITE, AND Coversplash EXPRESSLY DISCLAIMS AND EXCLUDED ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PURCHASE OF ANY PRODUCTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.