Thanks
for using FlashFrame ('FlashFrame', 'us' 'we', 'our'). By registering an
account or otherwise using the FlashFrame service, website, and or software
applications (together the 'FlashFrame Service' or the 'Service'), or accessing
any content that is made available through the Service (the 'Content'), you are
entering into a binding contract with Flashframe LLC. and its subsidiaries,
including FlashFrame, collectively referred to as 'FlashFrame' as indicated in
this document. Your agreement with us includes these Terms and Conditions of
Use ('Terms') and our Privacy Policy. (The Terms, Privacy Policy, and any
additional terms that you agree to, as discussed in the Entire Agreement
section, are referred to together as the 'Agreements'.) If you wish to review
the terms of the Agreements, the effective version of the Agreements can be
found on FlashFrame's website. You acknowledge that you have read and
understood the Agreements, accept these Agreements, and agree to be bound by
them. If you don't agree with (or cannot comply with) the Agreements, then you
may not use the FlashFrame Service or access any of the Content. By use of the
Service (even just browsing our website or downloading our mobile application),
you are agreeing to the Terms. If you don't agree with the Terms, you may not
use the Service.
FlashFrame
connects photo lovers around the world and acts as a marketplace for photo
buyers and photo sellers. All Terms apply to all users. If you are submitting
photos and content ('User Content') for sale or download via the Service see
Part 4 for Seller Terms. Even if User Content is available for free, by adding
User Content, you agree to bound by Seller Terms. If you are using the Service
to search for and purchase Content, see Part 5 for General Terms and
Conditions. Personal information is also important to all users and important
to FlashFrame. Our Privacy Policy details how your information is used when you
use the Service, and is also part of our Terms, you may read it at www.flashframe.io/privacy/.
3. Your
Account with FlashFrame and Rules
You
will need to register an account with FlashFrame to access some Content
provided by the Service. The following are Rules about accounts with
FlashFrame:
A.
You must be the legal age of adulthood on applicable law to use the Service.
Otherwise, you may only use the Service under supervision of a parent or legal
guardian.
B.
You may not post violent, nude, partially nude, discriminatory, unlawful,
infringing, hateful, pornographic or sexually suggestive photos or other
content via FlashFrame Service.
C.
You are responsible for any activity that occurs through your account and you
agree that you will not sell, transfer, license or assign your account,
username, or any account rights. With the exception of people or businesses
that are expressly authorized to create accounts on behalf of their employers
or clients, FlashFrame prohibits the creation of and you agree that you will
not create an account for anyone other than yourself. You also represent that
all information you provide or provided to FlashFrame upon registration and at
all other times will be true, accurate, current and complete, and you agree to
update your information as necessary to maintain its truth and accuracy.
D.
You agree that you will not solicit, collect or use the login credentials of
other FlashFrame users.
E.
You are responsible for keeping your password secret and secure.
F.
You must not defame, stalk, bully, abuse, harass, threaten, impersonate or
intimidate people or entities and you must not post private or confidential
information via the Service, including, without limitation, your or any other
person's credit card information, social security or alternate national
identity numbers, non-public phone numbers or non-public email addresses.
G.
You may not use the Service for any illegal or unauthorized purpose. You agree
to comply with all laws, rules and regulations (for example, federal, state,
local and provincial) applicable to your use of the Service and Your Content
(defined below), including but not limited to, privacy, publicity, and
copyright laws.
H.
You are solely responsible for your conduct and any data, text, files,
information, usernames, images, graphics, photos, profiles, audio and video
clips, sounds, musical works, works of authorship, applications, links and
other content or materials (collectively, "Content") you submit, post
or display on or via the Service.
I.
You must not change, modify, adapt or alter the Service or change, modify or
alter another website so as to falsely imply that it is associated with the
Service or FlashFrame.
J.
You must not create or submit unwanted email, comments, likes or other forms of
commercial or harassing communications (a/k/a "spam") to any
FlashFrame users.
K.
You must not use domain names or web URLs in your username without prior
written consent from FlashFrame.
L.
You must not interfere or disrupt the Service or servers or networks connected
to the Service, including by transmitting any worms, viruses, spyware, malware
or any other code of a destructive or disruptive nature. You may not inject
content or code or otherwise alter or interfere with the way any FlashFrame
page is rendered or displayed in a user's browser or device.
M.
You must not create accounts with the Service through unauthorized means,
including but not limited to, by using an automated device, script, bot,
spider, crawler or scraper.
N.
You must not attempt to restrict another user from using or enjoying the
Service and you must not encourage or facilitate violations of these Terms of
Use or any other FlashFrame terms.
O.
Violation of these Terms of Use may, in FlashFrame's sole discretion, result in
termination of your FlashFrame account. You understand and agree that
FlashFrame cannot and will not be responsible for the Content posted on the
Service and you use the Service at your own risk. If you violate the letter or
spirit of these Terms of Use, or otherwise create risk or possible legal
exposure for FlashFrame, we can stop providing all or part of the Service to
you.
P.
These Terms do not create any agency, partnership, joint venture, employment
(contractual or otherwise) or franchisee relationship between you and
FlashFrame. You are not authorized to make any representation, contract or
commitment on behalf of FlashFrame without prior written authorization to do so
by an officer of FlashFrame. You shall be solely responsible for all tax
returns and payments required to be filed with, or made to, any federal, state
or local tax authority with respect to the performance of services and receipt
of fees under the conditions of these Terms. You shall be solely liable for any
failure to pay applicable taxes.
By
submitting Your Content to the Service you are hereby referred to as a 'Content
Provider'. Content that you post to the Service is your content ('Your
Content'). We do not make any claim to it. Your Content includes anything you
submit, post, upload, or contribute to the Service (such as photographs, images,
videos, usernames, passwords, descriptions, comments, reviews).
A.
Responsibility for Your Content. You understand that you are solely responsible
for Your Content. You represent that you have all necessary rights to Your
Content and that you are not infringing or violating any third party's rights
by posting it. You represent and warrant that: (i) you own the Content posted
by you on or through the Service or otherwise have the right to grant the
rights and licenses set forth in these Terms of Use; (ii) the posting and use
of your Content on or through the Service does not violate, misappropriate or
infringe on the rights of any third party, including, without limitation,
privacy rights, publicity rights, copyrights, trademark and/or other
intellectual property rights; (iii) you agree to pay for all royalties, fees,
and any other monies owed by reason of Content you post on or through the
Service; and (iv) you have the legal right and capacity to enter into these
Terms of Use.
B.
Permission to Use Your Content. By submitting Your Content through the Service,
you grant FlashFrame a limited license to use it. We do not claim any ownership
of Your Content, but with your express written permission we may use it to help
FlashFrame grow.
C.
Rights You Grant FlashFrame. By submitting Your Content through the Service,
you grant FlashFrame a non-exclusive, fully paid and royalty-free, irrevocable,
transferable, sub-licensable, worldwide license, perpetual license to use,
display, edit, modify, reproduce, distribute, store, and prepare derivatives of
Your Content that you post on or through the Service. FlashFrame may host,
cache, store, archive, index, crawl, create algorithms based thereon, modify or
transcode Your Content to appropriate media formats, standards or mediums as
part of the services FlashFrame provides. FlashFrame may use, distribute,
reproduce, modify, remix, excerpt, adapt, prepare derivative works of, publicly
perform, and publicly display Your Content on the Service, including without
limitation, in connection with any distribution or syndication arrangement
thereof with third parties or third party sites, in any media format or medium
and through any media channels. With your express written permission,
FlashFrame may use Your Content for promotional purposes, including without
limitation, the right to publicly display, perform, reproduce and distribute
your User Generated Content in any media format or medium and through any media
channels.
D.
Reporting Unauthorized Content. FlashFrame has great respect for legal rights
and interests including intellectual property rights and is committed to
following appropriate legal procedures to remove infringing content from the
Service. If content that you own or have rights to has been posted to the Service
without your permission and you want it removed, please follow the steps listed
in our Intellectual Property Policy, etc. (Part 8). If Your Content infringes
another person's intellectual property or other legal rights or interests, we
may remove it if we receive proper notice. We may notify you if that happens.
E.
User Content purchased on FlashFrame is a transaction conducted between users
of the Service, and not handled by the Service, but rather by third-party
'Applications'. FlashFrame is not liable for any use or interactions between
FlashFrame users conducted via third-party Applications.
F.
By submitting User Content for sale or download by other users you agree that
you grant the buyer a non-exclusive, perpetual personal-use license to download
and copy the accompanying image(s) or video(s) (collectively,
"Media,") subject to the following restrictions:
(i) This license is for personal use
only. Personal use does not include commercial use of the Media. The Media may
not be used in any way whatsoever in which you charge money, collect fees, or
receive any form of remuneration. The Media may not be used in advertising. The
Media may not be resold, relicensed, or sub-licensed.
(ii)
Title and ownership, and all rights now and in the future, of and for the Media
remain exclusively with the Content Provider.
(iii)
There are no warranties, express or implied. The Media are provided 'as is'.
(iv)
Neither Content Provider nor FlashFrame will be liable for any third party
claims or incidental, consequential or other damages arising out of this
license or buyer's use of the Media.
G.
Except as otherwise described in the Service's Privacy Policy, available at
https://www.flashframe.com/privacy/, as between you and FlashFrame, any Content
will be non-confidential and non-proprietary and we will not be liable for any
use or disclosure of Content. You acknowledge and agree that your relationship
with FlashFrame is not a confidential, fiduciary, or other type of special
relationship, and that your decision to submit any Content does not place
FlashFrame in a position that is any different from the position held by
members of the general public, including with regard to Your Content. None of
Your Content will be subject to any obligation of confidence on the part of
FlashFrame, and FlashFrame will not be liable for any use or disclosure of any
Content you provide.
5.
Your Use of the Service: General Terms and Conditions
License
to Use the Service. We grant you a limited, non-exclusive, non-transferable and
revocable license to use the Service – subject to the Terms and the
following restrictions in particular:
A.
You agree that you will not violate any laws in connection with your use of the
Service. This includes any local, state, federal, and international laws that
may apply to you. It is your responsibility to obtain any permits or licenses
that you require. You may not commit fraud, theft or any crimes against
FlashFrame, another FlashFrame user, or a third party.
B.
You are responsible for paying all fees that you owe FlashFrame. You are solely
responsible for collecting and/or paying any applicable taxes for any purchases
or sales you make through the Service.
C.
The Service contains content owned or licensed by FlashFrame ("FlashFrame
Content"). FlashFrame Content is protected by copyright, trademark,
patent, trade secret and other laws, and, as between you and FlashFrame,
FlashFrame owns and retains all rights in the FlashFrame Content and the
Service. You will not remove, alter or conceal any copyright, trademark,
service mark or other proprietary rights notices incorporated in or
accompanying the FlashFrame Content and you will not reproduce, modify, adapt,
prepare derivative works based on, perform, display, publish, distribute,
transmit, broadcast, sell, license or otherwise exploit the FlashFrame Content.
D.
The FlashFrame name and logo are trademarks of FlashFrame, and may not be
copied, imitated or used, in whole or in part, without the prior written
permission of FlashFrame, except in accordance with our brand guidelines. In
addition, all page headers, custom graphics, button icons and scripts are
service marks, trademarks and/or trade dress of FlashFrame, and may not be
copied, imitated or used, in whole or in part, without prior written permission
from FlashFrame.
E.
Although it is FlashFrame's intention for the Service to be available as much
as possible, there will be occasions when the Service may be interrupted,
including, without limitation, for scheduled maintenance or upgrades, for
emergency repairs, or due to failure of telecommunications links and/or
equipment. FlashFrame reserves the right to remove any Content from the Service
for any reason, without prior notice. Content removed from the Service may continue
to be stored by FlashFrame, including, without limitation, in order to comply
with certain legal obligations, but may not be retrievable without a valid
court order. Consequently, FlashFrame encourages you to maintain your own
backup of your Content. In other words, FlashFrame is not a backup service and
you agree that you will not rely on the Service for the purposes of Content
backup or storage. FlashFrame will not be liable to you for any modification,
suspension, or discontinuation of the Service, or the loss of any Content. You
also acknowledge that the Internet may be subject to breaches of security and
that the submission of Content or other information may not be secure.
F.
You agree that FlashFrame is not responsible for, and does not endorse Content
posted within the Service. FlashFrame does not have any obligation to
prescreen, monitor, edit, or remove any Content. If Your Content violates these
Terms of Use, you may bear legal responsibility for that Content.
G.
It is FlashFrame's policy not to accept or consider content, information,
ideas, suggestions or other materials other than those we have specifically
requested and to which certain specific terms, conditions and requirements may
apply. This is to avoid any misunderstandings if your ideas are similar to
those we have developed or are developing independently. Accordingly,
FlashFrame does not accept unsolicited materials or ideas, and takes no
responsibility for any materials or ideas so transmitted. If, despite our
policy, you choose to send us content, information, ideas, suggestions, or
other materials, you further agree that FlashFrame is free to use any such
content, information, ideas, suggestions or other materials, for any purposes
whatsoever, including, without limitation, developing and marketing products
and services, without any liability or payment of any kind to you.
H.
There may be links from the Service, or from communications you receive from
the Service, to third-party web sites or features. There may also be links to third-party
web sites or features in images or comments within the Service. The Service
also includes third-party content that we do not control, maintain or endorse.
Functionality on the Service may also permit interactions between the Service
and a third-party web site or feature, including applications that connect the
Service or your profile on the Service with a third-party web site or feature.
For example, the Service may include a feature that enables you to share
Content from the Service or your Content with a third party, which may be
publicly posted on that third party's service or application. Using this
functionality typically requires you to login to your account on the
third-party service and you do so at your own risk. FlashFrame does not control
any of these third-party web services or any of their content. You expressly
acknowledge and agree that FlashFrame is in no way responsible or liable for
any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS
DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU
AND THE THIRD PARTY. You may choose, at your sole and absolute discretion and
risk, to use applications that connect the Service or your profile on the
Service with a third-party service (each, an "Application") and such
Application may interact with, connect to or gather and/or pull information
from and to your Service profile. By using such Applications, you acknowledge
and agree to the following: (i) if you use an Application to share information,
you are consenting to information about your profile on the Service being
shared; (ii) your use of an Application may cause personally identifying
information to be publicly disclosed and/or associated with you, even if
FlashFrame has not itself provided such information; and (iii) your use of an
Application is at your own option and risk, and you will hold the FlashFrame
Parties (defined below) harmless for activity related to the Application.
I.
You agree that you are responsible for all data charges you incur through use
of the Service.
J.
Some of the Service is supported by advertising revenue and may display
advertisements and promotions, and you hereby agree that FlashFrame may place
such advertising and promotions on the Service or on, about, or in conjunction
with your Content. The manner, mode and extent of such advertising and
promotions are subject to change without specific notice to you.
K.
You acknowledge that we may not always identify paid services, sponsored
content, or commercial communications as such.
L.
You acknowledge that FlashFrame and the Service are in no way affiliated with,
sponsors of, nor maintain any partnerships with any registered trademarks or
third-party organizations unless expressly stated by said third-party
organization.
M.
By purchasing or downloading User Content from a Content Provider you agree
that you are receiving a non-exclusive, perpetual personal-use license to
download and copy the accompanying image(s) or video(s) (collectively,
"Media,") subject to the following restrictions:
(i) This license is for personal use
only. Personal use does not include commercial use of the Media. The Media may
not be used in any way whatsoever in which you charge money, collect fees, or
receive any form of remuneration. The Media may not be used in advertising. The
Media may not be resold, relicensed, or sub-licensed.
(ii)
Title and ownership, and all rights now and in the future, of and for the Media
remain exclusively with the Content Provider.
(iii)
There are no warranties, express or implied. The Media are provided 'as is'.
(iv)
Neither Content Provider nor FlashFrame will be liable for any third party
claims or incidental, consequential or other damages arising out of this
license or Your use of the Media.
(v)
All such licenses are made directly between the user and the Content Provider
and are merely facilitated by FlashFrame.
A.
We reserve the right to modify or terminate the Service or your access to the
Service for any reason, without notice, at any time, and without liability to
you. You can deactivate your FlashFrame account by contacting
info@flashframe.io; If we terminate your access to the Service or you use the
form detailed above to deactivate your account, your photos, and all other data
will no longer be accessible through your account (e.g., users will not be able
to navigate to your user page and view your photos), but those materials and
data may persist and appear within the Service (e.g., if your Content has been
purchased/downloaded by others).
B.
Upon termination, all licenses and other rights granted to you in these Terms
of Use will immediately cease.
C.
We may, but have no obligation to, remove, edit, block, and/or monitor User
Content or accounts containing Content that we determine in our sole discretion
violates these Terms.
D.
We reserve the right to refuse access to the Service to anyone for any reason
at any time.
E.
We reserve the right to force forfeiture of any username for any reason.
You
acknowledge and agree that refunds will not be provided for any payment you
made to FlashFrame Parties in connection with your use of the Service or the
Content. Under no circumstances will FlashFrame provide refund or prorated
billing for your subscriptions, if any, that are cancelled during an applicable
period. In addition, even if FlashFrame provides at its sole discretion a
refund or prorated billing in one instance, FlashFrame is under no obligation
to provide the same refund or prorated billing in the future.
8. Reporting
Violations of Copyright and Other IP, Legal Rights and Interests
FlashFrame
respects the intellectual property rights and other legal rights and interests
of others and requires those that use the Service do the same. FlashFrame may,
in appropriate circumstances and at our discretion, remove or disable access to
Content on the Service that infringes upon the copyright rights or other legal
rights and interests of others. FlashFrame also may, at our discretion, remove or
disable links or references to an online location that contains infringing
material or infringing activity. In the event that any users of the Service
repeatedly infringe on others' copyrights, FlashFrame may in its sole
discretion, terminate those individuals' rights to use the Service.
If
you believe that your work has been used on the Service in a manner that
constitutes infringement of copyright or other legal rights and interests,
please notify FlashFrame's copyright agent by written notice. The notice should
include the following information:
á
An electronic or physical signature of a person authorized to act on behalf of
the owner of the copyright allegedly infringed;
á
A description of the copyrighted work you claim has been infringed, including a
copy of the copyrighted work or the web page address where the copyrighted work
may be found;
á
Identification of the specific location on the Service of the material you
claim has been infringed, or the link or reference to another website that
contains the material you claim has been infringed;
á
Your name, address, telephone number and email address;
á
A statement by you that you have a good faith belief that the disputed use of
the material at issue is not authorized by the copyright owner, the agent of
the copyright owner, or the law; and
á
A statement by you that the information in the notification is accurate and a
statement, under penalty of perjury, that you are the copyright owner of the
material allegedly infringed or authorized to act on the copyright owner's
behalf.
FlashFrame's
copyright agent for notice of claims of copyright infringement on the Service
is:
2506
N. Clark St. #224
Chicago,
Illinois 60614, United States
[Fundraisers
are not charities to which you can make tax-deductible charitable
contributions. However, in addition to the Services described above, Flashframe
permits Donorsto contribute directly to certain charitable organizations
("Charities") through the Platform. Any donation you make to a
Charity through the Platform will be subject to a Services fee of 5% + 2.9% +
$0.30. You understand and acknowledge, however, that Flashframe is not a
charity.
10. Warranties
and Limitation of Liability
The
Service, including, without limitation, FlashFrame Content, is provided on an
"as is", "as available" and "with all faults"
basis. To the fullest extent permissible by law, neither FlashFrame nor its
parent company nor any of their employees, managers, officers or agents
(collectively, the "FlashFrame Parties") make any representations or
warranties or endorsements of any kind whatsoever, express or implied, as to:
(a) the service; (b) the FlashFrame Content; (c) User Content; or (d) security
associated with the transmission of information to FlashFrame or via the
Service. In addition, the FlashFrame Parties hereby disclaim all warranties,
express or implied, including, but not limited to, the warranties of
merchantability, fitness for a particular purpose, non-infringement, title,
custom, trade, quiet enjoyment, system integration and freedom from computer
virus.
The FlashFrame Parties do not represent or
warrant that the Service will be error-free or uninterrupted; that defects will
be corrected; or that the Service or the server that makes the Service
available is free from any harmful components, including, without limitation,
viruses, worms and other harmful material. The FlashFrame Parties do not make
any representations or warranties that the information (including any
instructions) on the Service is accurate, complete, or useful. You acknowledge
that your use of the Service is at your sole risk. The FlashFrame Parties do
not warrant that your use of the Service is lawful in any particular
jurisdiction, and the FlashFrame Parties specifically disclaim such warranties.
Some jurisdictions limit or do not allow the disclaimer of implied or other
warranties so the above disclaimer may not apply to you to the extent such
jurisdiction's law is applicable to you and these Terms.
By
accessing or using the Service you represent and warrant that your activities
are lawful in every jurisdiction where you access or use the Service.
The
FlashFrame Parties do not endorse Content and specifically disclaim any
responsibility or liability to any person or entity for any loss, damage
(whether actual, consequential, punitive or otherwise), injury, claim,
liability or other cause of any kind or character based upon or resulting from
any Content.
Under
no circumstances will the FlashFrame Parties be liable to you for any loss or
damages of any kind (including, without limitation, for any direct, indirect,
economic, exemplary, special, punitive, incidental or consequential losses or
damages) that are directly or indirectly related to: (a) the Service; (b) the
FlashFrame Content; (c) User Content; (d) your use of, inability to use, or the
performance of the Service; (e) any action taken in connection with an
investigation by the FlashFrame Parties or Law enforcement authorities
regarding your or any other party's use of the Service; (f) any action taken in
connection with copyright or other intellectual property owners; (g) any errors
or omissions in the Service's operation; or (h) any damage to any user's
computer, mobile device, or other equipment or technology including, without
limitation, damage from any security breach or from any virus, bugs, tampering,
fraud, error, omission, interruption, defect, delay in operation or
transmission, computer line or network failure or any other technical or other
malfunction, including, without limitation, damages for lost profits, loss of
goodwill, loss of data, work stoppage, accuracy of results, or computer failure
or malfunction, even if foreseeable or even if the FlashFrame Parties have been
advised of or should have known of the possibility of such damages, whether in
an action of contract, negligence, strict liability or tort (including, without
limitation, whether caused in whole or in part by negligence, acts of god,
telecommunications failure, or theft or destruction of the Service). In no
event will the FlashFrame Parties be liable to you or anyone else for loss,
damage or injury, including, without limitation, death or personal injury. Some
jurisdictions do not allow the exclusion or limitation of incidental or
consequential damages, so the above limitation or exclusion may not apply to
you. In no event will the FlashFrame Parties total liability to you for all
damages, losses or causes or action exceed one hundred United States Dollars
($100.00).
You
agree that in the event you incur any damages, losses or injuries that arise
out of FlashFrame's acts or omissions, the damages, if any, caused to you are
not irreparable or sufficient to entitle you to an injunction preventing any
exploitation of any web site, service, property, product or other content owned
or controlled by the FlashFrame Parties, and you will have no rights to enjoin
or restrain the development, production, distribution, advertising, exhibition
or exploitation of any web site, property, product, service, or other content
owned or controlled by the FlashFrame Parties.
By
accessing the Service, you understand that you may be waiving rights with
respect to claims that are at this time unknown or unsuspected, and in
accordance with such waiver, you acknowledge that you have read and understand,
and hereby expressly waive, the benefits of section 1542 of the civil code of
California, and any similar law of any state or territory, which provides as
follows: "a general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement
with the debtor."
（A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.）
FlashFrame
is not responsible for the actions, content, information, or data of third
parties, and you release us, our directors, officers, employees, and agents
from any claims and damages, known and unknown, arising out of or in any way
connected with any claim you have against any such third parties.
You
(and also any third party for whom you operate an account or activity on the Service
agree to defend (at FlashFrame's request), indemnify and hold the FlashFrame
Parties harmless from and against any claims, liabilities, damages, losses, and
expenses, including without limitation, reasonable attorney's fees and costs,
arising out of or in any way connected with any of the following (including as
a result of your direct activities on the Service or those conducted on your
behalf): (i) Your Content or your access to or use of the Service; (ii) your
breach or alleged breach of these Terms; (iii) your violation of any
third-party right, including without limitation, any intellectual property
right, publicity, confidentiality, property or privacy right; (iv) your
violation of any laws, rules, regulations, codes, statutes, ordinances or
orders of any governmental and quasi-governmental authorities, including,
without limitation, all regulatory, administrative and legislative authorities;
or (v) any misrepresentation made by you. You will cooperate as fully required
by FlashFrame in the defense of any claim. FlashFrame reserves the right to
assume the exclusive defense and control of any matter subject to
indemnification by you, and you will not in any event settle any claim without
the prior written consent of FlashFrame.
Except
if you opt-out or for disputes relating to: (1) your or FlashFrame's
intellectual property (such as trademarks, trade dress, domain names, trade
secrets, copyrights and patents); (2) violations of the API termsor (3)
violations of provisions D and H in Part 5, you agree that all disputes between
you and FlashFrame (whether or not such dispute involves a third party) with
regard to your relationship with FlashFrame, including without limitation
disputes related to these terms of use, your use of the Service, and/or rights
of privacy and/or publicity, will be resolved by binding, individual
arbitration under [the
American Arbitration Association's rules for arbitration of consumer-related
disputes]
and you and FlashFrame hereby expressly waive trial by jury. As an alternative,
you may bring your claim in your local "small claims" court, if
permitted by that small claims court's rulesYou may bring claims only on your own behalf. Neither you
nor FlashFrame will participate in a class action or class-wide arbitration for
any claims covered by this agreement. You also agree not to participate in
claims brought in a private attorney general or representative capacity, or
consolidated claims involving another person's account, if FlashFrame is a
party to the proceeding. This dispute resolution provision will be governed by
the Federal Arbitration Act. In the event the American Arbitration Association
is unwilling or unable to set a hearing date within one hundred and sixty (160)
days of filing the case, then either FlashFrame or you can elect to have the
arbitration administered instead by the Judicial Arbitration and Mediation
Services.
Judgment
on the award rendered by the arbitrator may be entered in any court having
competent jurisdiction. Any provision of applicable law notwithstanding, the
arbitrator will not have authority to award damages, remedies or awards that
conflict with these terms of use.
You
may opt out of this agreement to arbitrate. If you do so, neither you nor
FlashFrame can require the other to participate in an arbitration proceeding. [To
opt out, you must notify FlashFrame in writing within 30 days of the date that
you first became subject to this arbitration provision.]
You
must use this address to opt out: Flashframe LLC ATTN FlashFrame: 2506 N. Clark
Street á #224 á Chicago, IL 60614, United States
You must include your name and residence
address, the email address you use for your FlashFrame account, and a clear
statement that you want to opt out of this arbitration agreement.
You
agree that any claim you may have arising out of or related to your
relationship with FlashFrame must be filed within one year after such claim
arose; otherwise, your claim is permanently barred.
These
Terms are governed by and construed in accordance with the laws of [the
State of Delaware, the United States of America without
giving effect to any principles of conflicts of law and will specifically not
be governed by the United Nations conventions on contracts for the
international sale of goods, if otherwise applicable. [For
any action at law or in equity relating to the arbitration provision of these
Terms, the excluded disputes or if you opt out of the agreement to arbitrate you agree to resolve any dispute
you have with FlashFrame exclusively in a state or federal court located in
Delaware, and to submit to the personal jurisdiction of the courts located in
the State of Delaware for the purpose of litigating all such disputes.
If
you are using the Service on behalf of a legal entity, you represent that you
are authorized to enter into an agreement on behalf of that legal entity. These
Terms constitute the entire agreement between you and FlashFrame and governs
your use of the Service, superseding any prior agreements between you and
FlashFrame. You will not assign the Terms or assign any rights or delegate any
obligations hereunder, in whole or in part, whether voluntarily or by operation
of law, without the prior written consent of FlashFrame. Any purported
assignment or delegation by you without the appropriate prior written consent
of FlashFrame will be null and void. FlashFrame may assign these Terms or any
rights hereunder without your consent. Neither the course of conduct between
the parties nor trade practice will act to modify the Terms. These Terms do not
confer any third-party beneficiary rights.
The
information provided within the Service is not intended for distribution to or
use by any person or entity in any jurisdiction or country where such
distribution or use would be contrary to law or regulation or which would
subject FlashFrame to any registration requirement within such jurisdiction or
country. We reserve the right to limit the availability of the Service or any
portion of the Service, to any person, geographic area, or jurisdiction, at any
time and in our sole discretion, and to limit the quantities of any content,
program, product, service or other feature that FlashFrame provides.
Software
related to or made available by the Service may be subject to United States
export controls. Thus, no software from the Service may be downloaded, exported
or re-exported: (a) into (or to a national or resident of) any country to which
the United States has embargoed goods; or (b) to anyone on the U.S. Treasury
Department's list of specially designated nationals or the U.S. Commerce
Department's table of deny orders. By downloading any software related to the Service you
represent and warrant that you are not located in, under the control of, or a
national or resident of, any such country or on any such list.
At
our sole discretion, we may update these Terms from time to time, if we believe
that the changes are material. We may let you know by doing one (or more) of
the following: (1) posting the changes through the Service or (2) sending you
an email or message about the changes. That way you can decide whether you want
to continue using the Service. Changes will be effective upon the posting of
the changes. You are responsible for reviewing and becoming familiar with any
changes. Your use of the Service following the changes constitutes your
acceptance of the updated Terms.
If
any provision of these the Terms is held to be unlawful, void, or for any
reason unenforceable during arbitration or by a court of competent
jurisdiction, then that provision will be deemed severable from these Termsand
will not affect the validity and enforceability of any remaining provisions.
FlashFrame's failure to insist upon or enforce strict performance of any
provision of these Terms will not be construed as a waiver of any provision or
right. No waiver of any of these Terms will be deemed a further or continuing
waiver of such term or condition or any other term or condition. FlashFrame
reserves the right to change this dispute resolution provision, but any such
changes will not apply to disputes arising before the effective date of the
amendment. This dispute resolution provision will survive the termination of
any or all of your transactions with FlashFrame. If you have any questions
about the Terms, please email us at: legal@flashframe.io
The
effective date of these Terms is September 1, 2017.