ImageChef

ImageChef Terms of Use

1.Who We Are.

1.1.ImageChef Incorporated, a Delaware Corporation that owns and operates the website with the URL: www.imagechef.com, was founded in 2003 to create a new genre of imaging products for the consumer market.

1.2.Address: ImageChef Inc., 300 Brannan St., Suite #303, San Francisco, CA 94107

1.3.E-Mail: Support: support @imagechef.com

2.Definitions. The terms "we" and "us" refer to ImageChef, Inc. The terms "you" and "user" refer to all individuals and/or entities accessing this website for any reason. The term "Agreement" refers to this ImageChef Website Terms of Use agreement.

3.Modifications. We reserve the right to modify these Terms of Use and any policies affecting the website. Any modification is effective as of the earlier of:

3.1.The posting of the changes or new Terms of Use on this website; or

3.2.The distribution via electronic mail of the changes or new Terms of Use.

3.3.Your continued use of the website more than 30 days following the effective date of any modification to these Terms of Use shall be conclusively deemed an acceptance of all such modification(s).

4.Purpose. The purpose of our site is to enable individuals to easily create custom images without any technical knowledge or advanced tools and to modify text in a variety of image templates to create professional quality images with a personal touch. Additionally, users may email customized images directly to others from within the ImageChef site along with an extra text message.

5.Advertising. We intend to support the ImageChef website with advertising and continue to offer it free to users for most personal uses. In the future, the right to use ImageChef, or enrollment in any premium ImageChef account which may be offered, may require payment on a per presentation or subscription basis. We intend to include third party advertising on the ImageChef website and anywhere else we so elect.

6.Limitations On Users. Registered users of the ImageChef website are limited to 1,000 visits and 5,000 generated personalized images per month per password. If you believe you may exceed these numbers, you should notify us so that we can work out suitable arrangements in advance. Otherwise, if your limit is exceeded, we reserve the right to remove and/or restrict access to your album and ImageChef templates.

7.Pricing. Currently, use of the ImageChef website is without charge for personal use. For business or other use, users need to purchase a monthly or yearly pass, which allows business use for ImageChef owned content.

8.Proprietary Rights. You acknowledge that you are aware that we own certain aspects of the Intellectual Property comprising the ImageChef website. You further acknowledge that we own the copyrights in the ImageChef website and agree that you will not copy or modify the underlying code without our prior express written permission.

9.Intellectual Property. You represent and warrant to us that you have not and will not publish any presentation that infringes the intellectual property of any person or entity, including, but not limited to copyrights, trademarks, trade dress, patents, rights of privacy and rights of publicity. You will further not permit that to be done with your password if you are a registered user of ImageChef. You further represent and warrant to us and authorize us to use any template or image you build as a sample on any of our websites, and to modify and use such template or image and/or allow third party users to modify and use such template or image, in any way consistent with this Agreement, and, to the extent provided for in this Agreement, allow us to add advertising to any such template or image. You further represent and warrant to us that the addition of advertising to any of your templates or images (or to presentations added under your password) will not violate the copyrights of any person or entity.

10.Termination and Removal.

10.1.In its sole discretion, with or without notice to you, ImageChef may: (i) suspend, limit your access to or terminate your use of the ImageChef Website, (ii) suspend, limit your access to or terminate your account, (iii) remove any of your templates, images or content from ImageChef's website and directories and (iv) prohibit you from using the ImageChef Website.

10.2.Notwithstanding Paragraph 10.1 above, this Agreement will survive indefinitely unless and until ImageChef chooses to terminate this Agreement.

10.3.If you or ImageChef terminates your use of the ImageChef website, ImageChef may delete any templates, images, content or other materials relating to your use of the ImageChef website on ImageChef's servers or otherwise in its possession and ImageChef will have no liability to you or any third party for doing so.

11.Termination or Removal Without Cause. We may terminate or suspend your use of our website and/or remove, temporarily or permanently, any template or image you publish at any time without cause without any liability to you.

12.Termination or Removal With Cause. If you violate any of these Terms of Use, we may terminate or suspend your right to use our website and/or remove any or all of your templates or images at any time without prior notice.

13.Rules. You agree to the following:

13.1.You will not reprint, republish or distribute in any way any information or materials found on our website, except as for private use in compliance with the terms of this Agreement. For business use, see section 13.5.

13.2.You will not use any of the information on our website or on any of the presentations for sending emails for solicitation purposes or for any other purposes involving solicitation in any way.

13.3.You will not provide to us or post on our website any information that is not correct, such as an incorrect name, address, email address or any other incorrect information.

13.4.You will not publish any template or image that contains sexually related text, photographs or other content, or content that is defamatory, obscene, indecent, threatening, abusive or hateful.

13.5.Paid Subscriptions Unless you have an active ImageChef paid subscription, you will not use ImageChef images that you generate on the site for a commercial or professional purpose such as for advertising, printing flyers, to sell merchandise, for professional presentations, to sell real estate or for any other similar purpose. Paid subscribers may use imagechef images for such purposes. Once your ImageChef paid subscription has terminated, you may continue to use images that were generated on ImageChef's site during the subscription period. If you are a business user, you will not authorize any third party to use the ImageChef content or resell license or otherwise make the ImageChef content available for use or distribution separately from your business.

13.6.If you are a registered users of ImageChef, you will not share a password for ImageChef with any other individual except that members of the same household may share a password for ImageChef. Otherwise, each individual registered user of ImageChef will obtain his or her subscription.

13.7.You will not attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way used on our website.

13.8.You will not post any materials on our site or include any materials in any presentation in violation of any other party's rights, including, but not limited to, copyrights or privacy and publicity rights.

13.9.You will not use automated scripts to generate or download ImageChef content.

14.Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE MATERIAL ON THIS WEBSITE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, SERVICES, MATERIALS AND INFORMATION MADE AVAILABLE HEREIN OR ACCESSED BY MEANS HEREOF) ARE PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

15.Limitation of Liability. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS SITE AND ANY INFORMATION ON THIS SITE. UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF WE OR ANY OF OUR EMPLOYEES OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY IN ANY EVENT IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID FOR USE OF THE SITE AND YOU HEREBY RELEASE US AND OUR EMPLOYEES AND REPRESENTATIVES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.

16.Responsibility for Use of Password. You are responsible for all use of your passwords. Each registered user must have his or her own password except that registered users who are members of the same household may share a password.

17.Links. You acknowledge that we have not reviewed the content of all sites linked to or from our website and that we are not responsible for the content of any of those sites and do not take responsibility for them or endorse them.

18.Indemnity. You agree to indemnify and hold us, and our directors, officers, employees and representatives, harmless from any and all losses (including, but not limited to, attorney fees) resulting from any claims that you assert, or may assert, based on or relating to your use, or the use of any individual using your password, of this website. You further agree to indemnify and hold us, and our directors, officers, employees and representatives, harmless from any and all losses resulting from claims of third parties, including, but not limited to, attorney fees, that result in whole or in part from violations by you, or any individual using your password, of any of the terms of this Agreement.

19.Reporting Violations. If you become aware that any other person or entity is violating any of the terms and conditions of this website, please notify us immediately. If you believe that any person or entity has posted material in violation of any copyrights that you may have, you may notify us in accordance with our Copyright Policy. If you believe that any user of this website has posted materials in violation of any other rights that you may have, you may notify us in accordance with our Removal Policy.

20.Assignments. You may not assign any of your rights hereunder.

21.Compliance With Law. In using the ImageChef website you agree you will comply with all applicable laws.

22.Jurisdiction and Law. This Agreement will be governed by the laws of the State of California. Each of the parties does hereby agree that any dispute will be decided by the state and Federal courts located in San Francisco, San Francisco County, California and agrees that that party is subject to jurisdiction of such courts in such locality.

23.ImageChef Link. You agree not to remove or block any copyright notices, ads or references or links to ImageChef or elsewhere that we place on or near your template or image.

24.Force Majeure. We shall be not held liable for any delay or failure in performance of any part of this Agreement from any cause beyond our control and without our fault or negligence, such as acts of God, acts of civil or military authority, current laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, acts of hackers and other illegal activities of third parties, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation or telecommunications common carriers or acts, omissions, overloading or slow downs over the Internet or any third party Internet service providers.

25.Survivability. The ownership and proprietary rights provisions set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement and any obligations hereunder for any reason.

26.Severability. The unenforceability or invalidity of any term, provision, section or subsection of this Agreement shall not affect the validity or enforceability of any remaining terms, provisions, sections or subsections of this Agreement, but such remaining terms, provisions, sections or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the parties hereto.

27.Interpretation. The fact of authorship by or at the behest of a party shall not affect the construction or interpretation of this Agreement.

28.Amendments. No amendment or other change of this Agreement shall be effective unless and until set forth in writing and agreed to on behalf of the parties except as otherwise provided in Paragraph 3 above.

29.Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties and supersedes all prior agreements, representations and understandings between the parties hereto relating to the subject matter hereof.