Picbadges Terms of Service

Last Revised January 6th, 2011.

 

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 legalise 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 service’s 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 won’t use your profile to spam others, and don’t 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:

1.3.1.1         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.

1.3.1.2         Email: You will grant PicBadges the right to store, retain and use Your email address.

1.3.1.3         Wall Posting: You will grant PicBadges the right to post information on Your Facebook Wall.

1.3.1.4         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. Creation of Badges: 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.

2.1.1. Uploading: PicBadges shall provide you access to an interface to upload images, in file formats determined by PicBadges, to PicBadges’ website.

2.1.2. 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.

2.1.3. Tagging: PicBadges shall allow you to tag, categorize and describe Your Badge.

2.2. 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.

2.3. Presentation: PicBadges shall present Your Badge to the Users, allowing them to use (as defined in clause 2.5) Badges and shall provide You with an HTML code to promote Your Badge through other means, including websites and various social sharing services.

2.4. Tracking: PicBadges shall provide You means to track the use of Your Badge, including the number of Users who used Your Badge, it’s performance in comparison to other Badges and other information retained by PicBadges. It may also provide You information regarding who used Your Badge in the past.

2.5. 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.

2.5.1.         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.

2.5.2 .        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.

2.5.3.         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.

2.5.4.        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.

2.5.5.         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.

2.6. 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 an Email notifications.

2.7. Use of Wall Posts by 3rd Parties: PicBadges may, from time to time, allow 3rd Parties to use and post information through the Facebook Pages of Each badge, which may, according to your preferences, appear on Your Facebook Wall. PicBadges may also allow 3rd Parties to contact you through the functionality of the Service, when you actively used their badge.

 

3. 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.

3.1. 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 party’s 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.

3.2. Copyright License: You hereby license PicBadges an irrevocable, permanent, unlimited, world-wide, royalty-free, sublicensable, non-exclusive license to use Your Content and to allow Users to use Your Content according to the functionality of Service and through Facebook’s or other 3rd party services, including the creation of derivative works and the creation of three dimensional works.

3.3. Trademarks: You hereby license PicBadges an irrevocable, permanent, unlimited, world-wide, royalty-free, sublicensable, non-exclusive license to use and display any Trademarks associated with Your Content according to the functionality of Service.

3.4. 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.

3.5. 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:

3.5.1.        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 Nike™ logo, you have to make sure that you got the proper authorization from Nike, and not just that you created the image yourself).

3.5.2.         Pornography: Your Content does not contain any image including nudity, profanity, sexual activity, sexual innuendos, sexually offensive or otherwise obscene Content.

3.5.3 .        Slanderous: Your Content does not slander, defame or otherwise harm the good name of others.

3.5.4.         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.

3.6. 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.

3.6.1. 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.

3.6.2. 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.

3.6.3. 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.

3.6.4. 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: abuse@picbadges.com; 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.

3.6.4.1. 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.

3.6.4.2. 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.

3.6.4.3. 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.

3.7. 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.

 

4. Warranty and Liability:

4.1. No Warranty: PicBadges does not warrant for Service and supplies it on an “as-is” and “as-available” 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.

4.2. 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.

 

5. 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 PicBadges’ 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.

 

6. 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.

 

7. 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.

 

8. Entire Agreement, Waiver: These TOS constitute the entire understandings between parties and will only be amended in writing. No waiver to perform any PicBadges’ rights under this agreement shall constitute amendments of it.

 

9. 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.