Photo League, LLC, (PL), has created a new photo-related website.¬† In hopes of gaining useful feedback, PL is sharing access to a Beta release of its photo concept, Fovi8 (Fv8), with you the Licensee.
The Fv8 Website embodies confidential information including trade secrets.
PL is sharing access to the Beta Site on condition of legally binding confidentiality and in exchange for a head-start on our groundbreaking, soon-to-be-world-dominating, photo website.
If you agree to these general terms please read the details provided below, and click agree if you agree to the terms.¬† Upon agreement PL will grant you access to the Beta Site.
PL grants to Licensee a non-exclusive, non-transferable license to use the Beta Site solely for Beta testing from the effective date of the agreement to 7 days after the official release date of the PL Website subject to the terms and conditions herein.
In consideration for receiving access to the Beta Site, Licensee agrees to serve as a “Beta tester” for the site and will notify PL of all problems and ideas for enhancements which come to Licensee”s attention during the period of this Agreement, and hereby assigns to PL all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. This does not include rights to any Content submitted to the site (see Section 4).
Licensee agrees that Beta Site is the sole property of PL until it is officially released and includes valuable trade secrets of PL. Licensee agrees to treat Beta Site as confidential and will not without the express written authorization of PL:
Describe, demonstrate, copy, sell, or market Beta Site to any third party; or
Publish or otherwise disclose information relating to performance or quality of the Beta Site to any third party; or
Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Beta Site or any portion thereof.
Beta Site is pre-release code and is not at the level of performance or compatibility of a final, generally available product offering. Beta Site may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. Beta Site is provided “AS IS” without warranty of any kind.
The entire risk arising out of the use or performance of the Beta Site remains with Licensee.
In no event shall PL be liable for any damage whatsoever arising out of the use of or inability to use Beta Site, even if PL has been advised of the possibility of such damages.
The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee that may be used in press releases, customer testimonials, and as a reference in marketing and sales initiatives by PL.
Fovi8 (Fv8) is operating this website. Before using our Services you should read these Terms of Service (Terms) very carefully.
By accessing or using the Fv8 website and services therein (Services) it will be considered that you have read, understood, and agreed to these Terms.
These Terms may be updated without further notice provided but the latest version will always be available here at http://fovi8.com/tos/.¬† Continued use of the Services implies your acceptance of any changes made to these Terms.
Your participation in the Services is also subject to rules and limitations provided elsewhere, e.g. specific rules or restrictions of a given competition. All such guidelines or rules are hereby incorporated by reference into these Terms.
If you do not agree with these Terms please do not use our site and do not register for an account.¬† If you have questions please contact us before using our Services.
The section titles used in the Terms are for convenience only and have no legal or contractual effect.
3. What we do ‚Äì Void where prohibited.
Fv8 primarily runs a website that includes online photo-related competitions.
Our platform helps organize the world’s greatest photos, photographers, and photo editors.
The Services are provided only in compliance with these Terms and all applicable local, state, national, and international laws. ALL SERVICES are VOIDED where PROHIBITED by law.
4. Your Content. It’s still yours.
You retain ownership of the Content that you submit to Fv8.
Content may include, but is not limited to the following: digital files, photographs, movies, music, and all kinds of creative productions submitted for Fv8 competitions.
When you submit Content to Fv8 you give us the right to do the following:
Use your Content, more specifically, you give Fv8 a worldwide, royalty free, license to use, host, store, reproduce, modify, create derivative works (such as making changes so that your content works better with our Services), communicate, publish, publicly perform, publicly display and distribute such content, as applicable.
The rights you grant in this license are for the following limited purposes:
We may use your Content for operating, promoting, developing, and improving our Services, e.g. we may need to change the file size to display your photo in our contests.
This license continues even if you stop using our Services, e.g. your Content may remain at the top of a leaderboard even after you have stopped using the site and have terminated your account.
5. Other Contributions
We invite your feedback, we want to hear from you. If you submit feedback, ideas, proposals, or suggestions (Contributions), to improve or modify Fv8 Services we may implement or modify your Contributions without any obligation to you.
Content submitted for a competition is not a Contribution.
6. More about your property. You promise it’s really yours.
You represent that you have proper authority to submit Content and to grant use rights to Fv8.¬† For example, at a minimum, the following is true:
You are the creator or otherwise the rightful owner of the Content submitted by you;
You are not violating the rights of others by submitting Content; e.g. you are not violating copyright, trademark, trade secret, privacy, or publicity rights.
7. You are responsible for your Content and are liable for any legal violations
You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Fv8, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services.
You agree to indemnify and hold Fv8 and its officers, agents, employees, partners, subsidiaries, and licensors harmless from any claim or demand, including reasonable attorneys” fees, made by any third party due to Content you make available through Fv8’s Services.
9. Use and Storage of your Content; We do not store your Content;
You acknowledge that Fv8 may establish general practices and limits concerning use of the Services, including but not limited to the following:
Fv8 may limit the maximum number of days that Content will be retained by Fv8;
Fv8 may set the maximum disk space that will be allotted on Fv8”s servers on your behalf;
Fv8 may set the maximum number of times (and the maximum duration for which) you may access Fv8 in a given period of time.
You agree that Fv8 has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by Fv8. You acknowledge that Fv8 reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Fv8 reserves the right to modify these general practices and limits from time to time.
You agree that under no circumstances will Fv8 be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Fv8 Services.
10. Your registration obligations. No fake ID’s and you are old enough.
For registration with Fv8 you agree to do the following:
provide true, accurate, current and complete information about yourself as prompted by the Service”s registration form (the “Registration Data”);
maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Fv8 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Fv8 has the right to suspend or terminate your account and refuse any and all current or future use of the Fv8 Services (or any portion thereof).
By clicking agree, you represent and warrant the following:
You are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties in these Terms;
You will, at all times, abide by and comply with these Terms;
You are at least 18 years old or at least 14 years old and have authorization to use our Services from your parents or legal guardian to access or use any Fv8 Services. Note: A winner’s age and identity may be verified. Anyone found not to be meeting the requirements herein may be disqualified and winnings forfeit.
You reside in a jurisdiction in which participation in any contest is not prohibited by law.
11. Proprietary rights
You acknowledge and agree that the Services and any necessary software used in connection with the Services (“Software”) may contain or embody proprietary and confidential information that is protected by applicable intellectual property and other laws such as copyrights, trademarks, service marks, patents or other proprietary rights and laws.
You further acknowledge and agree that Content presented to you through the Services is also protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
Except as expressly permitted by applicable law or as authorized by Fv8 or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Services, such Content or the Software, in whole or in part.
Fv8 grants you a personal, nontransferable and nonexclusive right and license to use the object code of its Software on a single computer provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, distribute, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.
You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Fv8 Services.
You agree not to access the Services by any means other than through the interface that is provided by Fv8 for use in accessing the Services.
12. Winning, Prizes, and Distributions
Larger winnings will require more information before prizes are awarded (as an added safety precaution and because we have to report certain winnings to the IRS).¬† More information to come.
Quarters given pre-launch are only valid for pre-launch contests and may be debited at our discretion.¬† For example, Beta-users may be given quarters that may be used to pay entry fees in Beta contests.¬† The quarters given to Beta users may be taken out of user accounts when the website launches.
13. Your account, password, and security
You are responsible for all activity on your account.
You are responsible for keeping your password secure.
You will receive a password and account designation upon completing the Service”s registration process.
You agree to do the following
immediately notify Fv8 of any unauthorized use of your password or account or any other breach of security;
ensure that you exit from your account at the end of each session.
Fv8 shall not be liable for any loss or damage arising from your failure to comply with the Terms.
14. Your behavior.¬† Be nice.¬† Please.
Subject to the Terms herein, you are hereby granted rights to access and use to our Services.
Violation of these Terms may lead to denial of Services and prosecution under applicable laws.
Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Services, in whole or in part, is strictly prohibited.
You may NOT:
a. Copy or distribute any part of the Services in any medium without Fv8 permission;
b. Access or use the Services using an automated system;
c. Upload, post, email, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another”s privacy, hateful, or racially, ethnically, or otherwise objectionable;
d. Harm minors in any way;
e. Use another user’s account, or impersonate any other person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
f. Disguise the origin of any Content transmitted through the Service;
g. Upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose;
h. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
i. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
You must notify Fv8 immediately if you detect any breach of security or violation of these terms;
15. Content Disclaimer; Some may be offensive
We are trying to keep this site open and fun for all kinds of people.¬† Content is submitted by users and users will help police the acceptability of submitted content.
Please be aware that Fv8 may at some point create certain areas on the Services that contain adult or mature content. You must be at least 18 years of age to access and view such areas.
Fv8 does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Fv8 has some measures in place to reduce offensive exposure. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable.
If you find any content to be offensive please notify us immediately in one of the following ways:
You acknowledge that Fv8 may or may not prescreen Content, but that Fv8 and its designees shall have the right (but not the obligation) in their sole discretion to prescreen, refuse, or remove any Content that is available via the Services. Without limiting the foregoing, Fv8 and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Fv8 or submitted to Fv8.
You agree that Fv8 will not be held responsible for your exposure to offensive content while using the Services.
You may terminate your Fv8 account by submitting a termination request to Fv8.
You agree that Fv8 may terminate, suspend, or limit your Fv8 account, at any time, and without notice. Cause for such activity shall include, but not be limited to the following:
breaches or violations of the letter or spirit of the Terms or other incorporated agreements or guidelines,
requests by law enforcement or other government agencies,
discontinuance or material modification to the Services (or any part thereof),
unexpected technical or security issues or problems,
extended periods of inactivity,
engagement by you in fraudulent or illegal activities,
nonpayment of any fees owed by you in connection with the Services,
verification of your request for termination,
providing Services is no longer commercially viable,
We don’t like you.
Further, you agree that Fv8 initiated terminations, limitations of access and suspensions shall be made in Fv8”s sole discretion and that Fv8 shall not be liable to you or any third party for any termination of your account or denied access to the Services. Termination of your Fv8 account may include, but is not limited to, any or all of the following:
removal of access to all or part of the Services;
deletion of your password and all related information, files and content associated with or inside your account (or any part thereof);
barring further use of all or part of the Services.
17. Our Warranties and Disclaimers
We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER Fv8 MAKES NO SPECIFIC PROMISES ABOUT THE SERVICES. For example, we don’t make any commitments about the content within the Services, the specific functions of the Services, the specific functions of the Services, or their reliability, availability, or ability to meet your needs. WE PROVIDE THE SERVICES AS IS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICES AND SOFTWARE ARE AT YOUR SOLE RISK. THE SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Fv8 AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Fv8 AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Fv8 OR THROUGH OR FROM THE SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Fv8 AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Fv8 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (e) ANY OTHER MATTER RELATING TO THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS STATED ELSEWHERE HEREIN MAY NOT APPLY TO YOU.
Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
Failure of PL to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
Section headings in this agreement are used for convenience and are not include legally binding terms.
18. General Legal Conditions of these Terms
The Terms constitute the ENTIRE AGREEMENT between you and Fv8 and governs your use of the Services.
You also may be subject to additional terms and conditions that may apply when you use or partake of certain other Fv8 services, affiliate services, third party content or third party software.
Choice of Law and Forum.
You and Fv8 (Parties) each agree that the Terms and the relationship between the Parties SHALL BE GOVERNED BY THE LAWS OF THE STATE OF UTAH without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the Terms, or the relationship between you and Fv8, shall be brought exclusively in the courts located in the county of Salt Lake, Utah or the U.S. District Court for the District of Utah.
Parties agree to submit to the personal jurisdiction of the courts located within the county of Salt Lake, Utah or the District of Utah, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
Waiver and Severability of Terms.
The failure of Fv8 to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties” intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
No Right of Survivorship and NonTransferability.
You agree that your Fv8 account is nontransferable and any rights to your Fv8 ID or contents within your account terminate upon your death.
Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
Statute of Limitations.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms MUST BE FILED WITHIN ONE (1) YEAR of the causal event that gives rise to such claim or cause of action, or such claims and cause of action are forever barred.