WALLDIRECTORY Photo Submission Service Agreement
Please read this Photo Submission Service Agreement carefully. This agreement it is a part of the Terms of Use and represents your legally binding agreement with us (“Agreement”) regarding your use of the WALLDIRECTORY Photo Submission Service (“Service”). Unless defined separately, terms used in this Agreement are defined in our Terms of Use. The Service may operate not only on and in conjunction with our Web site, but also the web sites of WALLDIRECTORY’s Affiliates (as defined in the Terms of Use), our or their licensors, suppliers, agents, licensees, franchisees, representatives, successors and assigns, and third parties with whom we have made arrangements to make all or any part of our Service available (collectively, the “WALLDIRECTORY Entities” and, individually, an “WALLDIRECTORY Entity”) and consequently all references to our Service, unless the context clearly requires otherwise, includes our Web site and their web sites related to our Service as well.
When you click (select) the “I Accept” box to upload your Photo and pictures, or by using or attempting to use the Service, you are signifying your agreement with and acceptance of all these terms and conditions as part of the Terms of Use that govern your legal and contractual relationship with WALLDIRECTORY. If you are acting as an officer, director or employee of an organization, by accepting, you represent and warrant you have full legal authority to bind that employer or entity. All users who want to submit Photos and pictures or use any of the interactive features of our Service, such as commenting on Photos, must be registered users of the WALLDIRECTORY Web site.
We have the right to change the terms and conditions of this Agreement any time as described in our Terms of Use. If you do not agree with all the terms and conditions of this Agreement at any time, including, without limitation, those times when we make changes, do not use, do not attempt to use, and immediately discontinue your use of, the Service, because if you do any of these things you are agreeing to be bound by all of the terms and conditions of this Agreement, including, without limitation, any changes we have made.
IMPORTANT NOTE: You must meet the Age Requirements in Section 2 of this Agreement and the Content Requirements in Section 3 of this Agreement and each and every time you submit or attempt to submit a Photo and pictures, among other things, you will be asked to confirm your compliance.
1.Submitting Photos and pictures.
We will use the term “Media” to mean and refer to any and all content, Media and materials you submit to or for the Service, whether directly to us or through any of the WALLDIRECTORY Entities, including, without limitation, still photographs, writings, spoken statements, music, audio, Photo, Photo recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in colors, alone or in conjunction with other work, characters, real or imaginary, in any part of the world.
To submit Media to the Service you must either upload your Media (transmit a copy of the Media file) through the Internet through our Web site browser uploader application, through our desktop uploader application or you may be able to do so through a web site of one of the WALLDIRECTORY Entities with whom we have made arrangements that will allow you to upload your Media through their web site. Whether directly through or to WALLDIRECTORY or any WALLDIRECTORY Entity we have arrangements with, each time you upload or submit your Media (or if you attempt to do so) you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. The instructions for uploading your Media are on the web page provided for the upload of your Media. To be considered for posting and display to the public, your Photo must meet all the specifications and requirements relating to formatting, compatibility, operating characteristics and submission and these can be found on the web page for uploading your Media. In order to submit Media, you will also need to meet our Age Requirements (See Section 2 below) and your Media must meet our Content Requirements (See Section 3 below). When submitting Media to or for any of the WALLDIRECTORY Entities, you may also be required to comply with certain requirements and agree to terms and conditions that they may separately require or impose and you should check with them for these requirements, terms and conditions, since they, not us, control their own web sites and submission and display requirements, as well as the information they may obtain about you during that process.
When you submit Media to the Service, you may also be asked to provide some information about you and your submission. This may include, without limitation, such things as a descriptive title, some information about the content, length, your location and/or similar information. By submitting your Media, you are also agreeing and you understand that the term “Media” also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your Media and your submission. Always keep a copy of anything you send because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable Media. Proof that you submitted a Media does not constitute proof that we or any of the WALLDIRECTORY Entities received anything.
2.Age Requirements.
The Service is only available for use by persons who have reached the age of majority. If you are a minor (generally under 18 years of age, but requirements may be different where you live and you must comply with the laws that apply to you) do not use or attempt to use the Service. You may not use or be registered to use the Service if you are a minor. Some material on or accessible from the Service may not be suitable for children. You should carefully read our Privacy Policy for more information regarding the collection of personal information from children. Certain restrictions may apply if you are considered a minor where you live. You may not register to use the Service and you cannot agree to be bound by this Agreement on your own behalf if you are a minor.
3.Content Requirements.
You are solely responsible and liable for your communications and submissions (and the consequences) made under your name, user name, email address, password and your registration and profile information, if any. Media submitted by you do not reflect the views of WALLDIRECTORY or any of the WALLDIRECTORY Entities and neither WALLDIRECTORY, nor any of the WALLDIRECTORY Entities represents or guarantees the truthfulness, accuracy, or reliability of any Media, nor endorses or supports any opinions expressed in any Media, and except for attempting to prevent Unauthorized Content from being displayed, we do not filter or screen any Media. In no event shall WALLDIRECTORY or any WALLDIRECTORY Entity have or be construed to have any responsibility or liability for or in connection with any of your Media. If we determine, in our sole discretion, you have not met the Age Requirement (See Section 2 above) or our Content Requirements or if, in our judgment, you or any Media you submit violates this Agreement, we reserve the right, at any time, without notice and without limiting any and all other rights we may have under this Agreement, at law or in equity, to (a) refuse to allow you to submit further Media, (b) remove and delete your Media, (c) revoke your registration and right to use the Service and (d) use any technological, legal, operational or other means available to enforce the terms of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration, access using your e-mail address, your user name and password.
We make no claim the Service or any Media is appropriate for any particular purpose or audience, or that any Media, software or our Service may be accessed, used or downloaded outside of the United States, which may not be legal for certain persons or in certain countries and you do so at your own risk. You are responsible for compliance with the laws of your jurisdiction. The United States controls the export of products and information and you agree to comply with such restrictions and not to export or re-export any Photos, information, software, materials, products or services to countries or persons prohibited under the export control laws and regulations.
You agree you will not submit or attempt to submit, and we have the right to reject, refuse to accept, remove or otherwise handle as WALLDIRECTORY deems appropriate, any “Unauthorized Content” which is defined as any Media or action that is or could be construed as violating any of the terms and conditions of this Agreement, and/or any of the Rules of Conduct set forth in our Terms of Use, including, without limitation:
- Content or actions causing harm, harassing anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying our Service;
- Content or actions resulting from unauthorized access to the Service or the use of information of other users;
- Content or actions that modify, impair, disrupt, alter or interfere with the use, features, functions, operation or maintenance of the Service;
- Content or actions involving nudity, including nudity or partial nudity of children of any age.
- Content or actions that exploit children or minors or that discloses any personally identifying information beyond a first name about persons under the age of 18.
- Content or actions that disseminate personal information about another individual for malevolent purposes, including libel, slander, defamation or harassment.
- Content or actions that are or may be deemed to be grossly offensive to the online community, including but not limited to, blatant expressions of bigotry, prejudice, racism, hatred and profanity.
- Content or actions promoting or providing instructional information about illegal activities.
- Content or actions depicting cruelty to animals.
- Content or actions involving the copyrighted content of another used without the express permission of the owner. Or,
- Any requirements, rules, terms or conditions that may be applicable to the WALLDIRECTORY Entities in connection with the Service.
WallDirectory reserves the right to decline any submission deemed by WallDirectory, in its sole discretion, to be a violation of WallDirectory rules of conduct. Wall Directory may decline to accept your submission if WallDirectory deems, in its sole discretion, your submission contains adult content.
Neither WALLDIRECTORY nor any WALLDIRECTORY Entity controls any Media submitted and, although we may use both automated and manual means of reviewing Media in order to prevent Unauthorized Content from appearing and being displayed on WALLDIRECTORY, we do not have any obligation to you to review, evaluate or monitor Media for that or any other purpose. WALLDIRECTORY reserves the right to review any submitted Media and to delete, remove, move, edit or reject, without notice to you, any Media that WALLDIRECTORY deems, in its sole discretion, abusive, defamatory, obscene, pornographic, in violation of copyright, trademark or other intellectual property rights, to be in violation of this Agreement or to be unacceptable to WALLDIRECTORY or any of the WALLDIRECTORY Entities, for any reason or for no reason whatsoever; provided, however, that WALLDIRECTORY shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. If WALLDIRECTORY receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law (See Section 4 below), WALLDIRECTORY may remove Media associated with such claim. WALLDIRECTORY reserves the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Service or to comply with legal, regulatory, audit and compliance obligations.
4.Copyright; Content Requirement Violations; Breach of Agreement.
If you believe any Media violates the copyright of any other party, you can notify us through our Contact Page. If you believe any Media or the conduct of any other user violates this Agreement or in any other way infringes upon the rights of others, you may notify us through our Contact Page. We have no obligation to respond or reply to any notifications you send us, but we always reserve the right to take any action or no action in our sole discretion.
5.Rights Granted to WALLDIRECTORY and other WALLDIRECTORY entities.
In connection with each and every Media you submit to or through the Service, you hereby and at the time of such submission of each Media grant to WALLDIRECTORY and the WALLDIRECTORY Entities the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format, on or through any Media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, supplement, enhance, excerpt, extract, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your Photo on the WALLDIRECTORY Network, the Service, and any Websites, channels, services, and other distribution platforms of WALLDIRECTORY and any WALLDIRECTORY Entity (collectively, the “Platforms”), for not-for-profit, commercial, educational or any purpose whatsoever (including, without limitation, for purposes related to the WALLDIRECTORY Network, WALLDIRECTORY, the WALLDIRECTORY Entities, the Service, and the Platforms and/or the promotion thereof) without accounting, notification or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to WALLDIRECTORY and the WALLDIRECTORY Entities, in our sole discretion. For the avoidance of doubt, without limiting the generality of the rights granted to WALLDIRECTORY and the WALLDIRECTORY Entities, these rights include, without limitation, the right to create derivative works of, distribute and synchronize all or any portion of your Photo in timed relation to any other visual elements; to web cast, pod cast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of your Photo; to encrypt, encode and decode, and compress and decompress all or any portion of your Photo; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of your Photo; to create composite, stunt, comic or unusual photographs, Photos, animations, motion pictures and/or voice reproductions from all or a portion of your Photo; and to excerpt and/or extract portions of your Photo in order to host, store, index, categorize and display your Photo on or through the Platforms.
You understand, agree to and hereby grant ownership of derivative works created and prepared under this license by WallDirectory to WallDirectory, and further that all rights granted herein with respect to the Media shall extend to any and all portions of the Media incorporated into a derivative work.
By submitting your Media to the Service, in addition to the rights, licenses and privileges referred to above, you are also granting WALLDIRECTORY and each of the WALLDIRECTORY Entities the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission to use and refer to your name, logo, marks, image, characteristic or other distinctive identification in presentations, marketing materials, customer lists and financial reports, to do, perform, take advantage of and exploit any and all of the rights set forth herein in connection with the marketing, advertising and promotion of the Service, the Platforms, and any products, goods, features, functions, capabilities and/or services associated with WALLDIRECTORY and/or any of the WALLDIRECTORY Entities and to use and otherwise exploit any ideas, concepts, content, material, expression or form of expression, in whole or in part, contained in your Photo, for any purpose whatsoever, without any compensation or accounting to you, in products or services developed by any WALLDIRECTORY Entities, without limitation or restriction whatsoever.
The rights, licenses and privileges described in this Agreement and granted to WALLDIRECTORY and the WALLDIRECTORY Entities shall commence immediately upon submission of Media to or through the Service (by upload or any other means we or any of the WALLDIRECTORY Entities make available to you) and continue thereafter perpetually and indefinitely, regardless of whether you continue or remain a registered user or not, unless and until terminated, in whole or in part, by WALLDIRECTORY on notice to you. Notwithstanding the foregoing, you acknowledge and agree that neither WALLDIRECTORY, nor any WALLDIRECTORY Entity, shall be required or have any obligation to host, index, display, accept or use any submitted Media (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and WALLDIRECTORY may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any Media. Once you submit or attempt to submit your Media to or through the Service, whether to or through WALLDIRECTORY or any of the WALLDIRECTORY Entities, you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to WALLDIRECTORY or the WALLDIRECTORY Entities. You are not entitled to and you will not receive any compensation or other consideration for your Media or any use made of your Media once submitted to or through the Service. You also understand and agree that neither all or any portion of your Media, nor any commercial, advertisement, promotional, marketing or other material associated with your Media, need to be submitted for approval prior to use.
You hereby release WALLDIRECTORY and the WALLDIRECTORY Entities from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your Media, including, without limitation, any and all liability for any use or nonuse of the your Media, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. WALLDIRECTORY and the WALLDIRECTORY Entities have the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, delegate, outsource or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties, without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with the Photo and the rights granted to WALLDIRECTORY and the WALLDIRECTORY Entities hereunder.
WALLDIRECTORY has the right to license, authorize and/or otherwise enter into agreements and arrangements with any WALLDIRECTORY Entity and/or all of the WALLDIRECTORY Entities to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Agreement, in whole or in part. To the extent WALLDIRECTORY does so, when you submit Media to or through the Service, each such WALLDIRECTORY Entity shall be entitled to exercise and benefit from the terms and conditions, rights, licenses and authorizations granted to WALLDIRECTORY hereunder and related thereto as if you had entered into this Agreement with such WALLDIRECTORY Entity.
6.Ownership.
WALLDIRECTORY retains all right, title and interest in and to the Service, including, without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world and you acquire no ownership, proprietary or other rights, title or interest in or to the Service. If WALLDIRECTORY or any of the WALLDIRECTORY Entities provides you with software or other capabilities or makes software or capabilities available to assist you in any download, upload or other process, the software and/or such capabilities is and are provided “as is” without representations or warranties of any kind. You acquire no rights in or to such software or capabilities other than a limited, revocable, non-exclusive and non-transferable license to use same, solely in connection with our Service as specified by us or any of the WALLDIRECTORY Entities. We will not be liable for malfunctions, loss of data, damage to hardware, programs or devices resulting from use of any software, capabilities or interaction with our Service. You must use your own programs and firewalls to scan all software, to prevent intrusion, viruses, other malicious code and damage. WALLDIRECTORY is not responsible for any damage if you fail or are unable to do so.
Except for the licenses, authorizations, consents and rights granted hereunder and described in this Agreement, as comprehensive and broad as they may seem or actually be, WALLDIRECTORY acquires no title or ownership rights in or to any Media you submit through the Service and nothing in this Agreement conveys to us any ownership rights in your Media. WALLDIRECTORY is acting only as a host, bulletin board or conduit for submitted Media in connection with our Service, with all of the specific rights granted by you hereunder. Although by your submission of each and every Media you are requesting and directing us and any of the WALLDIRECTORY Entities with whom we have made arrangements, to take advantage of and exploit all of the rights and privileges granted hereunder (including, without limitation, the right to display and post the Media on the Platforms), neither we, nor any of the WALLDIRECTORY Entities, have any obligation to do any of these things.
You must own the rights to each Media you submit and each element of each Media you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Agreement and perform and comply with all of its obligations. You represent, warrant and covenant to WALLDIRECTORY and by submitting each Media to or through the Service, you reaffirm each such representation, warranty and covenant, that (a) you are not a minor and you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms and condition or, if you are a teenager, your parent or legal guardian has agreed to this Agreement on your behalf, (b) all of the information provided by you associated with your use of the Service and each time you submit Media to or through the Service, is correct, complete and current, (c) neither your Media or your submission of any Media violates this Agreement, any rights of any other party, any of your obligations, any law or regulation or infringes upon or misappropriates any intellectual property, privacy, publicity or other rights of any party, (d) you make in the Terms of Use and (e) you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described. Upon the request of WALLDIRECTORY, you will furnish WALLDIRECTORY any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants.
7.Financial Consideration.
WALLDIRECTORY and each of the WALLDIRECTORY Entities reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business and hosting and operating the Service, the WALLDIRECTORY Network or other Platforms and any and all arrangements made with respect thereto, without accounting, obligation or liability to you, notwithstanding that your Photo may be displayed on or otherwise used by or in connection with the Service, the WALLDIRECTORY Network or other Platforms.
8.Indemnification.
Your indemnification obligations under the Terms of Use include, without limitation, any third party claims arising from, related to or caused by your Media, the submission of your Media and/or in any way associated with this Agreement and/or the Service.
9.Disclaimers and Limitation of Liability.
THE SERVICE IS PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR PHOTO, THE REPRESENTATIONS AND OBLIGATIONS UNDER THIS AGREEMENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE SERVICE. WALLDIRECTORY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE SERVICE, ANY CONTENT, MATERIAL, SOFTWARE, INFORMATION, DATA, SOFTWARE, CAPABILITIES MADE AVAILABLE TO YOU, RESOURCES, FACILITIES, PRODUCTS AND/OR SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICE WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER.
THE SERVICE IS MAINTAINED ON SERVERS IN THE UNITED STATES INTENDED FOR USERS AND USE OF THE SERVICE THAT IS NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION. WALLDIRECTORY DISCLAIMS ALL LIABILITY FOR ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS AGREEMENT OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR COUNTRY. WALLDIRECTORY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES.
10.General.
The Terms of Use, incorporating this Agreement, is the entire agreement between you and us relating to the Service and the subject matter of this Agreement and supersedes any prior or inconsistent agreements. WALLDIRECTORY may terminate this Agreement with you and your right to use the Service at any time without notice to you.