Picbadges Terms of Service
Last Revised May 18, 2014
Preamble: These Terms of Service (TOS) are the sole agreement which govern your relationship with PicBadges and detail your rights, duties and privileges as a PicBadges user, as well as govern your relationship with other PicBadges users (Users). While the formal legal agreement is what you are requested to understand, we acknowledge that legalize may be hard on some users, and created this summary which details most of your rights. Please read the full agreement anyway, as it is the only compelling agreement.
1. You may use PicBadges for your personal, non-commercial or commercial use and create badges to promote your brand and/or cause.
2. You shall only create badges of images you have the full copyright, trademark and publicity rights for.
3. You cannot use PicBadges for any offensive activity (I.e pornography, spam, scams or insulting others).
4. No matter what, PicBadges shall never be responsible for anything; not for the serviceís unavailability, not for loss of data, not when others use your images, not even if aliens use this service to kidnap you. Sorry.
5. No matter what, we wonít use your profile to spam others, and donít use our app to spam your friends, thanks.
1 Parties: These Terms of Service (TOS) shall exclusively govern Your relationship with PicBadges, a company under formation (PicBadges) and are the sole understandings between You, a legal person or a person acting on behalf of a company or organization, and PicBadges.
1.1 Eligibility: In order to use the PicBadges Website and/or Services (as defined and presented in clause 2 hereunder), you hereby represent and warrant that: (i) You a natural person over 18 years of age or a representative or organ of a legal entity who is capable to enter into these TOS on behalf of the company or, You are a natural person over 13 years of age and have obtained consent from your legal guardians to enter into these Terms of Service; AND (ii) You, or the legal entity who You are acting on behalf of, have not filed any claim for liquidation, insolvency, entered in to any arrangement with Your debtors or otherwise were disqualified by any competent court from entering into any agreement; AND (iii) You, or the legal entity who You are acting on behalf of, have a valid and legitimate account on one of the 3rd party sites which allow applicable registration with PicBadges..
1.2 Revocation: PicBadges may revoke, at any time and for any reason, your use of Services and may terminate, remove or withhold any part of Service from any user of it.
1.3 Facebook and 3rd Party Authentication: In order to use Services, You will be required to grant PicBadges with specific permissions for Your Account at 3rd Party Services. Though You may revoke these permissions at any specific time using the Account Settings, You acknowledge that without such permissions, You may not use Services.
1.3.1 Facebook: Should You authenticate Yourself through Facebook, You hereby grant PicBadges the following permissions:
188.8.131.52 Basic: You will grant PicBadges the basic permissions, as defined in the Facebook Developer Guidelines, including the right to access Your name, profile picture, list of friends and public parts of your Facebook Profile.
184.108.40.206 Email: You will grant PicBadges the right to store, retain and use Your email address.
220.127.116.11 Wall Posting: You will grant PicBadges the right to post information on Your Facebook Wall.
18.104.22.168 Photos: You will grant PicBadges the right to post photos and images to Your Facebook Albums.
1.3.2 Twitter Authentication: Should You authenticate Yourself through Twitter, You hereby grant PicBadges the permission to access Your Twitter Profile, post items to Your stream and add or replace Your Twitter Profile Photo.
2 Scope of Services: For the purpose of these TOS, the term Services shall include all the services rendered according to this clause. Upon registering to the Services, PicBadges shall provide you with the following Services:
2.1 What is a ìPicBadgeî? For these Terms, a PicBadge (or, in plural, PicBadges) is a virtual collectible item that may be overlaid in pictures. You may collect a PicBadge and post it as your profile picture to support a cause, raise awareness or money, get rewarded or show off something you really like or achieved.
2.2 Creating a PicBadge: PicBadges shall allow You to create a visualization layer based on images You will provide PicBadges, which may be used by other Users and displayed through Service (hereinafter: Badges). The Badges shall be created using images you created and uploaded through Service.
Uploading: PicBadges shall provide you access to an interface to upload images, in file formats determined by PicBadges, to PicBadgesí website.
2.2.1 Editing: PicBadges shall allow you access to an interface to edit said images, compose multiple images from them and transform them into a Badge, which may be used according to Service.
2.2.2 Tagging: PicBadges shall allow you to tag, categorize and describe Your Badge.
2.3 Issuing a PicBadge: When you create a PicBadge, you can choose whether such PicBadge shall be personal, require your consent for use, granted on a specific event or locked with a password. You may use your PicBadge as a specific reward in your applications through the PicBadges API (as detailed herein), you may choose to monetize your campaign by selecting any of the following methods:
2.3.1 Donations and Fundraising: You may use the PicBadges API to raise donations or raise funds, where you can use the Services to issue PicBadges for set amounts of donations.
2.3.2 Use in Qualified Charities: You may use the PicBadges API to raise donations for specific Qualified Charities by PicBadges, where in such Qualified Charities, PicBadges shall transfer the money paid from purchasing such PicBadges to the relevant Qualified Charity.
2.3.3 Sale of Virtual Merchandise: You may use the PicBadges API to issue Virtual Merchandise (such as value badges).
2.3.4 Sale of Virtual Goods: You may use the PicBadges API to issue Virtual Goods that represent fixed currency in value for your services.
2.4 Deleting A PicBadge: When you delete a PicBadge you designed, please note that all other users who purchased or used this PicBadge will continue to retain it, under a ìdeactivatedî more, meaning that they may still access it (but not use the functionality of the Service to use it), but they may still download the file to their computer.
2.5 Official Badges: PicBadges may, according to its sole discretion, may verify and certify your identity and mark you as a verified account. In such case, some fees may apply.
2.6 Storage: PicBadges shall store and retain your Badges according to its acceptable use policy, which may be amended from time to time, including the maximum number of Badges per user, MBs of storage and user reads.
2.7 Presentation: PicBadges shall present Your Badge to the Users, allowing them to use PicBadges and shall provide You with an HTML code to promote Your Badge through other means, including websites and various social sharing services.
2.8 Following: PicBadges shall provide you with means to follow other users and receive notifications on updates and such user's activity, unless such user's account is marked as private. When you first log-in to PicBadges, PicBadges shall import your friend list from your social network and shall automatically follow them.
2.9 Using: You may use Badges from Service and PicBadges may provide you with a visualization of the Badge with Your photographs from Your Facebook / Twitter Account and your local computer according to Your actions and selections.
2.9.1 Scaling and Picking: PicBadges shall provide you access to an interface to pick photos from Your Facebook / Twitter Account and your local computer and to create derivative works based on these photos which include the Badge of Your choice.
2.9.2 Posting on Your Facebook Album: PicBadges may, upon Your request, post the derived work to Your Facebook Profile and Album, according to the permissions set forth in this Agreement.
2.9.3 Posting to Your Twitter Account: Should You request so, PicBadges may remove, change or replace Your Twitter Profile Picture and/or post status messages to Your Twitter Account.
2.9.4 Profile Picture: Should You wish to present the derived work as Your Facebook / Twitter Profile Picture or save it on your local computer, You will be required to do so manually.
2.9.5 Sharing your use with others: PicBadges shall allow You to share Your derived work with Your friends and other Users by availing you to an HTML code and/or social sharing services.
2.10 Wall Posting Facebook and Status Updates on Twitter: PicBadges may, from time to time and according to Your Use of Services, post information on Your Facebook Wall or Twitter Status, including information regarding Your Use of Service, or send you Email notifications.
2.11 Messaging: PicBadges may provide you with an interface to send messages to users who used, purchase or installed your PicBadges.
2.12 Sale of Physical Goods: PicBadges may sell your PicBadges as physical goods.
2.13 Use of PicBadges in Promotions: You may use your PicBadges in promotions, and use the PicBadges API to promote your services, as long as (i) You do not use the PicBadges trade name, trademark or other logo or reputation as a part of your promotion; (ii) your promotion does not contain any illegal activity; (iii) your promotion must specifically release PicBadges from any liability and disclaim it to the fullest extent. You may not mimic or copy the PicBadges' functionality as a part of your promotion, and may not circumvent any of PicBadges' security mechanisms.
3 Payment and Fees:
3.1 Payments You Send to PicBadges: In consideration of its Services, PicBadges may charge you fees, as set from time to time.
3.2 Payments You Send to Other Users: You may use the Service to purchase PicBadges from other users, where in such case, PicBadges shall solely act as a facilitator.
3.3 Payments You Receive: If you use PicBadges to sell PicBadges and/or Virtual Goods, then PicBadges shall pay you the amount, upon your request, after a deduction of all the relevant fees it collects, including any payment to 3rd parties and PicBadges' commission. Current Payment Providers include PayPal. PayPal's fees are determined solely by PayPal.
3.3.1 The PicBadge issuer is solely responsible for understanding that taxing authorities may classify funds raised through the Service as taxable income to the PicBadge issuer and any beneficiary who will receive funds directly from the PicBadge.
3.3.2 The PicBadge issuer is solely responsible for paying all fees and taxes associated with the use of the Service.
3.3.3 The Company encourages PicBadge issuers to consult with a licensed tax advisor from their local jurisdiction so that they understand and prepare for the tax obligations that may incur from the funds raised.
3.4 Taxes and Duties: You are the sole person responsible to pay any taxes, duties, levies, customs or any other payment, and you are required to consult your tax attorney in respect to such payments before accepting payments from PicBadges.
3.5 Commissions on the Sale of Physical Goods: If you allow PicBadges to do so, you may be rewarded on the sale of any Physical Goods made by PicBadges based on your PicBadge, according to rates set from time to time by PicBadges.
3.6 Refunds: As PicBadges are considered intangible goods under Israeli Law, PicBadges shall by no mean, cause or reason issue any refund, rebate, discount, credit or other form of payment to You, should you decide to annul, cancel or void your purchase of a PicBadge.
API Access: PicBadges may grant you the
authorization to use The PicBadges APIs on a worldwide (except as limited
below), non-exclusive, personal, non-transferable, revocable, limited and
royalty-free basis according to the terms and conditions set forth herein.
The use of the API is to issue PicBadges' users and your users with specific badges upon specific actions performed in your application, website or store.
4.1 API: Subject to the terms set forth, You may use PicBadges APIs and any updates provided by PicBadges (according to its sole discretion).
4.1.1 API Key: PicBadges shall provide You with an application identification key (hereinafter: API Key) which You will incorporate into Your application or service.
4.1.2 The Key Is Personal: The API Key is personal and secret. You may NOT transfer it to anyone else, or allow any other person to use the Key.
4.1.3 Limited Use: PicBadges may limit Your use of the API key or the number of API calls made per a duration, all with accordance to the API Documentation.
4.2 Your Application or Service does not infringe on any rights: You hereby warrant that Your Application or Service does not infringe any right of any 3rd party, including patents, trademarks, copyright, trade secrets, and all and any other rights. You also warrant that Your Application or Service does not, in any way, violate the Israel Law or Your local laws.
4.4 Use of Industry Standard Security Mechanisms: Your networks, operating system and software of its web server(s), routers, databases, and computer systems must be properly configured to Internet industry standards, as required to securely operate your Application or Service. If you do not completely control any aspect of your system, you will use all control or influence that you have over such systems, and you will not architect or select systems in a manner to avoid the foregoing obligation. An example of an unacceptable server is one that hosts phishing websites, sells unlicensed pharmaceuticals or operates any other illegal activity.
4.5 Adhere to Best Practices:
4.5.2 Non-Offensive Use: You shall not use the PicBadges APIs in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, any hacking, surveillance. Interception, or descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories;
4.5.3 Non-Critical Use: You may not use the PicBadges APIs to operate mission critical application where human life or property may be at stake. You understand that the PicBadges APIs are not designed for such purposes and that their failure in such cases could lead to death, personal injury, or severe property or environmental damage for which PicBadges is not responsible;
4.5.4 Rate Limiting: You shall use the PicBadges APIs in a reasonable manner that complies with reasonable request volume, and shall not create any excessive or abusive usage, or otherwise fail to comply or is inconsistent with any part of the API Documents relating to rate limiting.
3rd Party Terms: If your use of
PicBadges APIs shall any 3rd party API, including Facebook or Twitter, or
otherwise read or write information from or to any 3rd party user accounts
through PicBadges APIs, you must use such 3rd party credentials to
authenticate Your access to the PicBadges network.
You hereby agree to adhere to the terms set by any 3rd party which you use the PicBadges APIs to call, and shall not circumvent, or otherwise manipulate, any protection of Your, PicBadges's or the 3rd Party's users. You shall adhere to the 3rd Party's guidelines, as they shall vary from time to time, and not convey any information to users who are not entitled to obtain such information.
5 User Generated Content: By either providing PicBadges with visual material to create a Badge or by using PicBadges to create an image with one of the Badges available through Service, You hereby accept PicBadges User Generated Content Policy as set forth. You acknowledge that any violation of the User Generated Content Policy may cause termination of Your Service, removal of Your Badge and legal action by both PicBadges and the person whose rights were infringed. For the purpose of this Policy, the term Content shall refer to: (i) images and/or text used in Creating Badges or describing them; (ii) images used to create personal photographs through Service; (iii) description, text and information processed through Service; (iv) comments, information and/or submissions made through Service.
5.1 Warrant: You hereby warrant that You are either the sole proprietor or a designated licensee of any Content You process through service and that no other partyís rights are infringed or violated by using Content and Service. You moreover warrant that You have the full rights and authorization to enter into these TOS and to process the Content, and that no legal claim, dispute or lawsuit was filed against You or threatened against You for using Content.
5.2 Copyright License: You hereby license PicBadges an irrevocable, permanent, unlimited, world-wide, royalty-free, sub licensable, non-exclusive license to use Your Content and to allow Users to use Your Content according to the functionality of Service and through Facebookís or other 3rd party services, including the creation of derivative works and the creation of three dimensional works.
5.3 Trademarks: You hereby license PicBadges an irrevocable, permanent, unlimited, world-wide, royalty-free, sub licensable, non-exclusive license to use and display any Trademarks associated with Your Content according to the functionality of Service.
5.4 Model Release: You hereby grant PicBadges and Users the permission to use and display the images of the persons displayed in Your Content for commercial use and to endorse PicBadges or any other service You wish to endorse through Service.
5.5 Offensive Content: You hereby warrant that Your Content is not offensive and does not infringe the right of any 3rd party, including, but not only:
5.5.1 Intellectual Property Infringing: Your Content does not infringe any 3rd party copyright, design, patent, trademark, trade secrets or any other intellectual property rights. (For example, if your badge includes the Nikeô logo, you have to make sure that you got the proper authorization from Nike, and not just that you created the image yourself).
5.5.2 Pornography: Your Content does not contain any image including nudity, profanity, sexual activity, sexual innuendos, sexually offensive or otherwise obscene Content.
5.5.3 Slanderous: Your Content does not slander, defame or otherwise harm the good name of others.
5.5.4 Scams: Your Content is not used to initiate any scam, pyramid scheme, phishing or otherwise any use which may be used to extract goods and/or money from others, including any virtual property.
5.6 Notice and Takedown Mechanism: In order to protect Your rights, PicBadges has set up this Notice and Takedown Mechanism to help You protect Your Content and to ensure that no unauthorized use is made.
5.6.1 Prescreen: You acknowledge that PicBadges cannot pre-screen all Content, but that it shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content or User that is available via the Service. PicBadges shall have the right to remove any Content or User that violates these TOS or is otherwise objectionable.
5.6.2 Disclosure of Content: You acknowledge and agree that PicBadges may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of PicBadges, its Users, and the public. You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
5.6.3 Harmless: You agree and warrant to hold PicBadges and Users harmless and to immediately indemnify PicBadges or Users for any claim of copyright infringement, trademark dilution or patent infringement for any use of Content according to these TOS. You also agree to indemnify PicBadges and/or Users for any 3rd party lawsuit for Copyright infringement due to their use of Content made available by You.
5.6.4 Cease and Desist: PicBadges values others Your Rights, and therefore shall comply with all state regulations regarding 3rd party rights. Should you encounter any Content which you believe to be in violation of any of Your rights, good name or copyrights, Please file an infringement complaint to our Content officer: firstname.lastname@example.org; Our officer shall examine your complaint and shall forward it to the User who published said Content for his answer. Should Your complaint be false, harassing or in order to prevent legal use of service, you shall bear all liability to compensate the User which you reported as infringing and/or PicBadges. In your complaint you will be required to inform us with: (i) a written statement regarding what Badge or Content infringes your rights and proof that You hold those rights; (ii) what is the exact URL of the Badge or Content; (iii) notification that you believe that the use made by the Badge or Content is not considered fair-use, criticism, consumer protest or any other protected speech.
22.214.171.124 Moderation: Pursuant to any Cease and Desist notification, and promptly thereafter, PicBadges shall moderate the Content and review your request; PicBadges shall notify the User who posted the Content on Your complaint, including Your information and request his response.
126.96.36.199 Removal or Restoration: Should the User who posted the content fail to respond within 96 hours, PicBadges shall remove the Content; had he responded, PicBadges shall inspect his response and had there any material questions of fact or law arise, shall forward his personal information directly to You so you could commence litigation over Your complaint.
188.8.131.52 Transfer of Title: Should PicBadges find that the content You posted is owned, titled or exclusively licensed to any 3rd party who filed a takedown notice according to this clause, PicBadges may, at it sole discretion, provide that party with the title and ownership of Your Content or Badge, and You shall have no claim against PicBadges for doing so.
5.7 Indemnification: You hereby warrant and agree to hold PicBadges harmless and to indemnify PicBadges for any damage, loss, expense, legal expense or cost incurred as a result of (i) Your posting of any content in direct violation of PicBadges User Generated Content Policy, including any false representation; OR (ii) any claim, complaint or notification filed maliciously or negligently against any User where no such claim had any legal standing.
6 Warranty and Liability:
6.1 No Warranty: PicBadges does not warrant for Service and supplies it on an ìas-isî and ìas-availableî basis. Your Use of Service is at your own risk and under your liability. PicBadges makes no warranty that (i) the Service will meet your requirements and (ii) the Service will be uninterrupted, timely, secure, or error-free and (iii) the results that may be obtained from the Use of the Service will be accurate or reliable and (iv) the quality of any products, services, information, or other material purchased or obtained by You through Service will meet your expectations, or (v) any errors in the Service will be corrected.
6.2 No Liability: For no case and for no reason shall PicBadges be held liable for any damage, direct or indirect, consequential, exemplary, physical or special, to You, any User or any 3rd party due to its misperformance of duties herein. PicBadges provides Service on an AS-IS basis and shall not be held liable, to the extent permitted by law, by any case of misconduct, negligence, gross negligence, malice or any other mean, to any damages or loss of property, including damages to: virtual property, reputation and business reputation, User Account information including login information, loss of profit, loss of good name, all resulting from the use or inability to use Services rendered by PicBadges.
7 Amendments: PicBadges may amend, from time to time, these TOS and may, or may not, notify you as these amendments are made. Should you decide that any amendment in these TOS does not constitute as your understanding with PicBadges, you may, at your own will, terminate these TOS and terminate your User Account. All Content shared shall remain stored on Service and shall be used according to PicBadgesí Policies and amended terms of service. In no case will these TOS have any retroactive change nor would they apply on Your conduct without your consent, therefore you undertake to examine, from time to time, any amendments in these TOS.
8 Termination: PicBadges may, at its sole discretion, terminate these TOS, Service or any other service rendered by it due to any reason, for any User, including You, or with no reason at all or for any reason, including, without limitation, for lack of use or if PicBadges believes that you have violated or acted inconsistently with the understandings or spirit of the Terms. PicBadges may also, in its sole discretion, and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these TOS may be effected without prior notice, and acknowledge and agree that PicBadges may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that PicBadges shall not be liable to you or any 3rd party for any termination of your access to the Service.
9 3rd Party Advertisements: PicBadges may, at its own discretion and for its causes, include within Service any links for 3rd party websites, advertisements or links for applications (3rd Party Content). PicBadges does not warrant for 3rd Party Content or availability thereof nor does it endorse it. PicBadges shall not be held, or claimed to be held, liable for any 3rd Party Content, its legality or illegality, its adequacy with regulations and its quality.
10 Entire Agreement, Waiver: These terms constitute the entire understandings between parties and will only be amended in writing. No waiver to perform any PicBadgesí rights under this agreement shall constitute amendments of it.
11 Governing Laws, Jurisdiction, No Class Action: These Terms shall be solely governed by the laws of the state of Israel, including their statutes regarding conflict of laws and may be solely brought to the competent courts of the Tel-Aviv-Jaffa District. You undertake not to initiate any class action, for any reason, against PicBadges and to claim your damages only according to this agreement.