By selecting “I accept” when registering or using PhotoEventPlus services you agree to be bound by this Agreement. PhotoEventPlus (“we” and “us”) will provide hosting and payment facilities to you for the licensing of images and the sale of products bearing your images, on the following terms and conditions:
1. You authorize us
(a) to license at the prices set by you on your behalf the use of image files and parts of image files including photographs, illustrations and animations uploaded to our website using your user name and password ("Image Files") to persons requesting licences, and
(b) to sell products bearing images from the Image Files ("Products"), at the prices set by you, all upon the commercial terms and conditions (http://www.photoeventplus.com/contracts/) we set for licences and Products posted on the PhotoeventPlus.com website from time to time.
2. Whenever new services become available your use of them will be under this Agreement unless we notify you otherwise. You will pay hosting and showcasing fees upon the commercial terms and conditions that may be posted on our website from time to time or we may cease providing facilities to you upon 15 days written notice given to the email address provided by you.
3. You will provide us with accurate and complete registration information and advise us promptly of any changes. If you don’t, you will be in breach of this Agreement allowing us to immediately terminate your use of our website. When you register you will receive a user name and password which we may assign or allow you to select. You may not select a user name that violates anyone’s rights or, in our discretion, we consider offensive, improper or inappropriate. If you do, we can modify or delete it.
4. You are responsible for all use and activities associated with or arising from use of your user name and password including any unauthorized use.
5. You represent and warrant to us and to purchasers of licences and Products through us, for each Image File as follows:
(a) the Image File does not infringe any law or any proprietary right of any other person including, without limitation, any trademark, copyright, trade secret, right of privacy, or right of publicity;
(b) you have and will retain all necessary copyright in and to the Image File so as to allow unlimited nonexclusive licensing and use of the Image File;
(c) to the extent that any Image File contains people and other persons’ property, you have obtained the appropriate model releases and property releases, unless otherwise noted; and
(d) the creators of the Image File have waived their moral rights in favor of PhotoEventPlus and purchasers of licences and Products.
6. You will indemnify and hold harmless PhotoEventPlus (which term includes its directors, officers, employees, partners and agents) from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred in connection with:
(a) any misuse or abuse of the PhotoEventPlus.com web site by any person using your user name and password; or
(b) any breach of your warranties in this Agreement.
7. We reserve the right, at your expense, to assume the exclusive defence and control of any matter which is the subject of indemnification by you, and in such case, you will cooperate in our defence of such claim.
8. We reserve the editorial right to remove any Image File from our website.
9. We are not liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Image File.
10. “Personal information” means any information relating to your use of our services and which specifically identifies you or your account. We may store and use your personal information for our own internal purposes and we reserve the right to access, monitor and retrieve password-protected information for compliance with this Agreement. We will not disclose your personal information, except as described in this Agreement, nor will we disclose information to others that will connect your user name with your actual name unless we are compelled by law. In our sole discretion, we still reserve the right to make exceptions, whenever we believe an emergency, illegal activity or some other reasonable basis exists for notifying or providing such information to the appropriate authorities. We may sometimes aggregate information about our Pro Users and you agree we can make such statistical information to others, as long as we don’t identify you.
11. Independent Contractors
Our service is offered as a third party solutions for selling online. Nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship with Photoeventplus. We are a third party service and no employee-employer relationship between you and Photoeventplus exists. At all times the relationship between you and Photoeventplus will be that of an independent contractor. As part of our records we will collect W9 or W8BEN information as required by law. No part of Photographer’s compensation will be subject to withholding by Photoeventplus for the payment of any social security, federal, state or any other employee payroll taxes. Photoeventplus will maintain records and report amounts paid to Photographers. You are responsible for all state, local, federal or other taxes that you are obligated to pay in connection with your use of our services.
12. PhotoEventPlus LLC is claiming a Hawaii state export tax exemption under 237-29.5, 237-29.53, and/or 244D-4.3, HRS. Customer/Buyer states that the software, services, downloaded files, or physical printed items will be used or consumed outside the State of Hawaii.
13. CHOICE OF LAW AND VENUE
You enter into this agreement in the State of California and agree that it shall be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law rules. You agree to submit to the exclusive jurisdiction of the state and federal courts sitting in the County of Santa Clara in the State of California, and the courts having appellate jurisdiction over those courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, for any Visitors accessing or making use of the Website from the European Union (“EU Visitors”), this Agreement shall be governed by English law. Each EU Visitor submits to the exclusive jurisdiction of the English courts in relation to disputes arising in connection with this Agreement.
You agree that, in any action to enforce these terms and conditions, the prevailing party will be entitled to costs and attorney fees. In the event that any of the terms and conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect.
14. If any provision of this Agreement is held invalid, the remainder of the Agreement will continue in full force and effect.