Overview; ownership of the Subscription Services

1. Thank you for your interest in the Coinaphoto subscription platform (the Site) (and related mobile applications and embedded viewer) and the search, subscription, purchase and other services (collectively, the Subscription Services) offered by Coinaphoto Ireland Ltd, a free zone limited liability company established in Dubai Internet City, Dubai, United Arab Emirates (Coinaphoto). All proprietary rights associated with the Subscription Services are owned by or licensed to Coinaphoto.

2. By using the Subscription Services, you agree to these terms and conditions (the Coinaphoto Subscription Terms). As used in the Coinaphoto Subscription Terms, “you” or the “Subscriber” means the individual or entity using the Subscription Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), “we,” “us” or “Coinaphoto” means Coinaphoto Ireland Ltd, and the “parties” means you and Coinaphoto.

Coinaphoto Accounts; access to the Subscription Services

1. The use of Subscription Services is subject to your creation of a new Coinaphoto account (an Account) and our approval of such Account. You may also use your existing Facebook, Google+, Instagram, or Twitter account to access these Subscription Services, subject to our approval. We have the right to refuse, terminate or limit your access to the Subscription Services for any reason and at any time. By submitting an application to use the Subscription Services, you represent that you are at least 18 years of age. You may only have one Account.

2. When you sign up for an Account, we will send you a verification email to the email address you have provided to verify the information you have provided and your identity. The verification email will contain a link that will enable you to activate your Account. We may introduce additional security or verification procedures relating to Account opening and access from time to time.

The Subscription Terms

1. By subscribing to the Subscription Services, you will obtain access to a library of images uploaded by Coinaphoto users or third parties (the Sellers) on the Coinaphoto Subscription Marketplace (the Subscription Content). The number of images and amount of Subscription Content that may be accessed, purchased and used by you during each subscription period shall be based on the category of license and subscription obtained by you. The categories of license are set out in section ‎4 below and the categories of subscription are set out in section ‎5 below. Some images uploaded by the Sellers may not be a part of the Subscription Content. If you wish to access, purchase and use these images, you will need to pay for these separately.

2. Payment for the Subscription Services shall be made based on the invoice presented to you when you subscribe to the Subscription Services. Subject to ‎5.1 below and unless cancelled by you in accordance with ‎3.3 below, your Subscription Services will be automatically renewed at the end of the current subscription period and the corresponding payment will be automatically deducted. You agree to receipt of all invoices in an electronic format, which may include email.

3. You may cancel your subscription at any time by following the on-site cancellation process. If you cancel your subscription, cancellation will be effective at the end of the current billing period which means that you will have continued access to your subscription for the remainder of that period, but you will not receive a refund.

4. When you purchase Subscription Content using the Subscription Services, the Seller grants you, as purchaser, an irrevocable, perpetual, non-exclusive license to use, reproduce and display such Subscription Content for personal, commercial, educational, charitable or any other purposes, subject to compliance with Coinaphoto’s privacy policy (the Privacy Policy), which is incorporated by reference into these Coinaphoto Subscription Terms.

5. You shall not be entitled to e-sell or sub-license such Subscription Content to any third parties. Subscribers are granted licenses to the Subscription Content subject to the conditions set out in section ‎4 below.

6. The indemnity set out in section ‎14 of these Coinaphoto Subscription Terms shall apply to any claims made against Coinaphoto relating to unauthorized use of the Subscription Content.

Types of Licenses

1. “Standard Licenses” permit Subscribers to use the Subscription Content subject to the following limitations:

   1. Subject to you subscribing to a “Multi-Seat Extended License” where the Subscription Content may be shared within and used by the members of a corporate group pursuant to one license or an Image Pack (as described in ‎5.1 below), Subscription Content may only be shared within and used by the Subscriber as one legal person (whether natural or corporate) and may not be shared among or used by affiliated persons, including members of the same corporate group;

   2. Subscription Content may be used in a manner unlimited as to:

      1. duration; and

      2. geographical location (subject to any applicable local law);

   3. printed use of Subscription Content is only permitted up to 250,000 prints in total across the following four categories:

      1. hard copy documents, including newspapers, magazines, books, leaflets and product packaging;

      2. electronic documents;

      3. video, television, cinema and other moving pictures; and,

      4. software and applications; and,

   4. Subscription Content may be used to illustrate websites and on social media without limit;

   5. Subscription Content must not be used for:

      1. templates intended for resale, including website templates, brochure design templates and e-greeting cards;

      2. derivative products intended for resale, including posters, wall art, postcards, mugs, t-shirts;

      3. creating any form of logos or trademarks; and,

      4. print on demand services.

   6. Provided that you at all times use Subscription Content in accordance with the Coinaphoto Subscription Terms, Coinaphoto warrants that your use of Subscription Content shall not infringe on any copyright, trademark or other intellectual property right, whether registered or unregistered, or violate any person’s right of privacy or publicity.

   7. Coinaphoto’s liability under the warranty in ‎4.1‎(F) in respect of a Standard License shall be limited to a maximum of USD 10,000 in aggregate in relation to claims made in respect of one item of Subscription Content/one Seller.

2. Extended Licenses

   In addition to the Standard Licenses, you may choose to use all or some of the Subscription Content pursuant to an “Extended License”, comprising any and all of the following types of Extended License:

   1. An “Unlimited Print Extended License” has the same meaning as a Standard License, except that Subscription Content may be used in hard copy documents, including newspapers, magazines, books, leaflets and product packaging, up to a maximum of 1,000,000 prints in total;

   2. An “Unlimited Digital Extended License” has the same meaning as a Standard License, except that Subscription Content may be used in (i) electronic documents, (ii) video, television, cinema and other moving pictures; and, (iii) software and applications, up to a maximum of 1,000,000 prints in total across all three categories;

   3. An “Items for Resale Extended License” has the same meaning as a Standard License, except that Subscription Content may be used for (i) templates intended for resale, including brochure design templates and e-greeting cards; (ii) derivative products intended for resale, including posters, wall art, postcards, mugs, t-shirts; and, (iii) print on demand services, without limit as to the number of items produced; and

   4. An “Exclusive Rights Extended License” has the same meaning as a Standard License, except that the Seller shall grant to the Subscriber an exclusive license, as regards Coinaphoto, to use the Subscription Content for a specified period. The Exclusive Rights Extended License does not prevent the Seller from making the Subscription Content available to third parties, or using it himself, otherwise than by way of the Subscription Services. Although Coinaphoto shall restrict the use of Subscription Content subject to an Exclusive Rights Extended License by way of the Subscription Services, it has no control over the use of such Subscription Content outwith the Subscription Services and shall not be liable for any loss suffered by reason of such external use.

   5. Provided that you at all times use Subscription Content in accordance with the Coinaphoto Subscription Terms, Coinaphoto warrants that your use of Subscription Content shall not infringe on any copyright, trademark or other intellectual property right, whether registered or unregistered, or violate any person’s right of privacy or publicity.

   6. Coinaphoto’s liability under the warranty in ‎4.2‎(E) in respect of Extended Licenses shall be limited to a maximum of USD 250,000 in aggregate in relation to claims made in respect of one item of Subscription Content/one Seller.

3. Coinaphoto reserves the right to amend the terms of each and any license, without limitation including as to cost, as it chooses in accordance with section ‎18.1 of these Coinaphoto Subscription Terms.

Types of Subscriptions

1. Image Pack: You will have the ability to download a limited number of images (depending on the type of Image Pack plan you subscribe to) within a year from the date of subscription to an Image Pack. The subscription shall expire on the earlier of you having purchased the maximum number of images allocated to your subscription or the expiry of one year from the date of subscription to the Image Pack. Subscription Content accessed and downloaded through an Image Pack may be used by up to ten natural or legal persons. An Image Pack subscription is will not be renewed automatically upon expiry.

2. Annual Subscription: You will have the ability to purchase a limited (depending on the type of Annual Subscription plan you subscribe to) number of images within a year from the date of subscription. The subscription shall expire on the earlier of you having purchased the maximum number of images allocated to your subscription or the expiry of one year from the date of subscription.

3. Monthly Subscription: You will have the ability to purchase a limited (depending on the type of Monthly Subscription plan you subscribe to) number of images within a month from the date of subscription. The subscription shall expire on the earlier of you having purchased the maximum number of images allocated to your subscription or the expiry of one month from the date of subscription.

4. Photo Missions: You will provide us with a specific description of the images you require in a form which will be supplied to you by Coinaphoto (your Photo Brief). Your Photo Brief is uploaded onto Coinaphoto’s websites created specifically for these purposes. Coinaphoto users are given an opportunity to upload images based on your Photo Brief and when you purchase a particular image, the contributor of that image is remunerated by Coinaphoto.

5. Coinaphoto provides no warranty or assurance, and accepts no responsibility, in relation to you being able to procure the images that you require through Photo Missions. The results obtained through Photo Missions depend, among other things, on the complexity and accuracy of your Photo Brief and the availability of such images with Coinaphoto users.

Links

1. You may not use any Brand Feature (including the Coinaphoto logo) to link to the Subscription Services without the prior written consent of Coinaphoto or frame any such Brand Feature.

2. Coinaphoto makes no claim or representation regarding, and accepts no responsibility for (whether directly or indirectly) the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Subscription Services, or websites linking to the Subscription Services. Such sites are not under the control of Coinaphoto and Coinaphoto is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Coinaphoto provides these links to you only as a convenience, and the inclusion of any link does not imply any affiliation, endorsement, or adoption by Coinaphoto of any site or any information contained therein. When you are not using the Subscription Services, you should be aware that the Coinaphoto Subscription Terms no longer govern your activities (except as otherwise provided herein). You should review the applicable terms and policies (including privacy and data gathering practices) of any site to which you navigate.

Using our Subscription Services

1. When you use the Subscription Services, we may ask for your permission to access your personal data and/or the content and information that others have shared with you. We require applications to respect your privacy (in accordance with the Privacy Policy), and your agreement with that application will control how the application can use, store, and transfer that content and information.

2. You may use our Subscription Services only as permitted by these Coinaphoto Subscription Terms and any applicable laws. In accordance with section ‎14 of the Coinaphoto Subscription Terms, you will be liable for any loss suffered by us in respect of, amongst other things, your misuse of our Subscription Services or attempting to access the Subscription Services using a method other than the interface and instructions that we provide.

3. All users of Coinaphoto are permitted to flag / report abuse of the Subscription Services, including the existence of any Prohibited Content. Although Coinaphoto shall endeavour to remove flagged content, it is not responsible for the existence of any Prohibited Content or other content which may be in any other way harmful, offensive, contrary to the public order, public interest, public and national security, Islamic morality and morals in the United Arab Emirates or prohibited by any applicable United Arab Emirates law.

4. “Prohibited Content” means any of the following content:

   1. 1. adult content, which shall include, but not be limited to, pornography and mature, obscene, explicit, or sexual content, including stories, jokes, animations and video, or any content that promotes sexual activity;

      2. content that advocates against an individual, group, or organization, including but not limited to, any content that promotes harassment or bullying or incites hatred or promotes violence against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity;

      3. copyrighted material of third parties (unless you have the right to use such content as contemplated);

      4. content that is relevant to gambling or includes gambling links, tips, sports picks, lottery results as well as horse, car or boat racing;

      5. drug, alcohol, and tobacco-related content, whether providing information on purchasing, manufacturing, promoting and using drugs or otherwise;

      6. hacking and cracking content (i.e. content that provides users with instructions or equipment that tampers with or provides illegal access to software, servers, or websites), including internet content that distributes tools or information for producing and distributing malicious codes such as viruses, worms of Trojan horses;

      7. content that provides instructions for or identifies methods to promote, encourage or provide the skills to commit illegal, criminal or unethical activities (including bomb-making, ‘phreaking’ – breaching phone security or phone service theft, scams and fraud, terrorism (including content of terrorism groups or supports terrorism and publishes and distributes materials for terrorism or includes material for training and encouraging terrorism or helps to serve terrorism groups such as funding, facilitating communication and other direct and indirect services), evading law enforcement, stalking, lock picking or selling pirated material such as commercial software, music, videos or others);

      8. sites that offer compensation programs, which are commonly known as “pay-to” sites (i.e. sites that promise payment or incentives to users who click on advertisements, surf the web, read emails, or perform other similar tasks);

      9. content where entities or persons falsely represent themselves as legitimate businesses or enterprises for the purpose of deceiving and obtaining from users valuable information such as bank account details, email accounts, usernames, passwords, credit card details and others;

      10. sites that use Brand Features (as defined in section ‎10 below) without the express written consent of Coinaphoto;

      11. violent content, including any graphic or gory images (e.g. bloodshed, fight scenes, and gruesome or freak accidents);

      12. commercial weapon-related content, which includes, but is not limited, content related to the sales of ammunition, gun parts, hardware, pistols, rifles, BB guns, sporting guns, air guns, blow guns, stun guns, explosives, and fireworks; and

      13. any content that would offend, is objectionable or may be contrary to the public order, public interest, public and national security, Islamic morality and morals in the United Arab Emirates and other content prohibited by any applicable United Arab Emirates law, including, but not limited to, content related to the production of false legal documents (e.g. fake passports, identification cards, or immigration papers), the promotion of any fraudulent or criminal activity, the sale of any counterfeit or boycotted goods, and the promotion of any sexual act.

Changes to our Subscription Services; Changes to the Coinaphoto Subscription Terms

1. We are constantly changing and improving our Subscription Services. We may add or remove functionalities or features of the Subscription Services at any time, and we may suspend or stop a Subscription Service altogether.

2. We may modify the Coinaphoto Subscription Terms at any time. We will post any modifications to the Coinaphoto Subscription Terms on this page and any modifications to the Privacy Policy on their respective page of our Site. Changes will not apply retroactively and will generally become effective 14 days after they are posted. However, changes addressing new functions for a Subscription Service or changes made for legal reasons will be effective immediately. If you do not agree to any modified terms in the Coinaphoto Subscription Terms or the Privacy Policy, you will have to stop using the affected Subscription Services to not be subject to such terms. Your continued use of the Subscription Services constitutes your consent to the updated Coinaphoto Subscription Terms and Privacy Policy.

3. Coinaphoto may use any two non-conflicting sources of the following information as required by VAT regulation to determine your location:

   1. customer’s billing address

   2. IP address

   3. PayPal account location information

   4. location taken from Facebook profile used to create an account

   5. mobile photo country code

   6. user trading history

   7. any other commercially relevant information held in terms of the user.

4. In addition to the any subscription charges, third party charges relating to receiving money, use of credit cards, currency conversion charges, cross border fees, etc. may also apply.

5. Unless expressly authorized in writing by Coinaphoto, you may not enter into any type of arrangement with a third party where that third party receives payments made to you through the Site (such as acting as an agent or intermediary for a third party) or other financial benefit in relation to the Subscription Services.

6. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider, and for any taxes applicable to you or amounts transferred from you.

Taxes

You are responsible for all taxes (if any) associated with the Subscription Services (other than taxes based on Coinaphoto’s net income).

Intellectual Property; Brand Features

1. Other than as set out expressly in the Coinaphoto Subscription Terms, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.

2. If Coinaphoto provides you with software in connection with the Subscription Services, we grant you a non-exclusive (other than as provided in section ‎4.2(D), non-sub-licensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Subscription Services as provided by Coinaphoto in the manner permitted by the Coinaphoto Subscription Terms. You may not copy, modify, distribute, sell, or lease any part of our Subscription Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit those restrictions or you have our prior written consent. You will not remove, obscure, or alter Coinaphoto’s copyright notice, Brand Features (as defined below), or other proprietary rights notices affixed to or contained within any Subscription Services or other Coinaphoto software or documentation.

3. We grant you a non-exclusive, non-sub-licensable license to use Coinaphoto’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (the Brand Features) solely in connection with your use of the Subscription Services and in accordance with the Coinaphoto Subscription Terms, as amended or restated from time to time. We may revoke this license at any time without cause. Any goodwill arising from your use of Coinaphoto’s Brand Features will belong to Coinaphoto.

4. We may include your name and Brand Features in our presentations, marketing materials, customer lists, financial reports and any other materials as we see fit from time to time.

Privacy

1. Our Privacy Policy explains how we treat your personal data and protect your privacy when you use our Subscription Services. By using our Subscription Services, you agree that Coinaphoto can use such data in accordance with our Privacy Policy.

2. You are responsible for compliance with all applicable laws relating to your Subscription Content and use of other information that uses the Subscription Services, and we are not responsible for any use of information by third parties that you may disclose such Subscription Content or information to using the Subscription Services.

Confidentiality

1. You agree not to disclose Coinaphoto Confidential Information (as defined below) without our prior written consent.

2. “Coinaphoto Confidential Information” includes, but is not limited to, the following: (a) all Coinaphoto software, technology, and documentation relating to the Subscription Services; (b) click-through rates or other statistics relating to Subscription Content performance as pertaining to the Subscription Services; (c) the existence of, and information about, beta features in a Service; and (d) any other information made available by Coinaphoto that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Coinaphoto Confidential Information does not include information that you already knew prior to your use of the Subscription Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this section ‎12, you may accurately disclose the amount of payments made as a result of your use of the Subscription Services.

Termination; expiration

1. You may terminate the Coinaphoto Subscription Terms at any time by completing the account cancellation process available in the settings section of the website. The Coinaphoto Subscription Terms will be considered terminated within 10 business days following Coinaphoto’s receipt of your notice to terminate your Account. Any credit that remains in your Account will be forfeited upon Coinaphoto’s receipt of your cancellation notice.

2. Coinaphoto may at any time terminate the Coinaphoto Subscription Terms or suspend or terminate the participation of any Subscription Content in the Subscription Services for any reason, including but not limited to your misuse of the Subscription Services, including the posting or use of Prohibited Content, interfering with our Subscription Services, or attempting to access the Subscription Services using a method other than the interface and instructions that we provide. If we terminate your Account and these Coinaphoto Subscription Terms due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If you breach the Coinaphoto Subscription Terms or Coinaphoto suspends or terminates your Account, you (a) will not be allowed to create a new Account and (b) may not be permitted to monetize Subscription Content on other Coinaphoto products.

3. Your Account will automatically expire in the event that you do not access it for a period of one year, and any credit that remains in your Account will be forfeited.

Indemnity

You agree to indemnify and defend Coinaphoto, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Subscription Content, your use (or, if applicable, misuse) of the Subscription Services, or your breach of any term of the Coinaphoto Subscription Terms.

Representations and warranties

You represent and warrant that:

1. 1. you have full power and authority to enter into the Coinaphoto Subscription Terms;

   2. Coinaphoto has never previously terminated or otherwise disabled a Coinaphoto account created by you due to your breach of the Coinaphoto Subscription Terms or due to invalid activity;

   3. entering into or performing under the Coinaphoto Subscription Terms will not violate any agreement you have with a third party or any third-party rights; and

   4. all of the information provided by you to Coinaphoto is correct and current.

Disclaimers

1. Other than as expressly set out in the Coinaphoto Subscription Terms, we do not make any promises about the Subscription Services. Without limitation to the foregoing, we do not make any commitments about the content offered within the Subscription Services, the specific function of the Subscription Services, or their profitability, reliability, availability, or ability to meet your needs. We provide each Service on an “as is” basis.

2. To the extent permitted by applicable law and other than as set out in the Coinaphoto Subscription Terms, we exclude all warranties (whether express, statutory or implied). We expressly disclaim the warranties or conditions of non-infringement, merchantability, and fitness for a particular purpose.

Limitation of Liability

1. To the extent permitted by applicable law (except for any indemnification obligations hereunder or your breach of any intellectual property rights, confidentiality obligations, and /or proprietary interests relating to the Coinaphoto Subscription Terms), in no event shall either party be liable under the Coinaphoto Subscription Terms for any consequential, special, indirect, exemplary, or punitive damages, whether in contract, tort, or any other theory, even if such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

2. Each party acknowledges that the other party has entered into the Coinaphoto Subscription Terms relying on the limitation of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

3. Your participation, correspondence or business dealings with any third party found on or through the Site or using the Subscription Services (such as dealings with parties advertising on the Site) regarding the payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings are solely between you and such third party. You agree that Coinaphoto shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings and that you shall indemnify Coinaphoto for any of its losses related thereto in accordance with section ‎14 of these Terms.

Miscellaneous

1. Entire Agreement; Amendments. The Coinaphoto Subscription Terms constitute our entire agreement relating to your use of the Subscription Services and supersedes any prior or contemporaneous agreements on that subject. These Coinaphoto Subscription Terms may be amended (i) in writing signed by both parties that expressly states that the Coinaphoto Subscription Terms are thereby amended or (ii) as set forth in section ‎8, if you keep using the Subscription Services after Coinaphoto modifies the Coinaphoto Subscription Terms.

2. Assignment. You may not assign or transfer any of your rights under the Coinaphoto Subscription Terms.

3. Independent Contractors. The parties are independent contractors, and the Coinaphoto Subscription Terms do not create an agency, partnership, or joint venture.

4. No Third-Party Beneficiaries. Other than as set forth in section ‎14, these Coinaphoto Subscription Terms do not create any third-party beneficiary rights.

5. No Waiver. The failure of either party to enforce any provision of the Coinaphoto Subscription Terms will not constitute a waiver.

6. Severability. If a particular term of the Coinaphoto Subscription Terms is held to be unenforceable by a court or other authority with jurisdiction over either party, the balance of the Coinaphoto Subscription Terms will remain in full force and effect.

7. Survival. Sections ‎10, ‎11, ‎12, ‎13, ‎14, ‎15, ‎16 and ‎17 of these Coinaphoto Subscription Terms will survive termination.

8. Governing Law; Venue. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Financial Centre (DIFC) – LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause.
   
   The number of arbitrators shall be one.
   
   The seat, or legal place, of arbitration shall be DIFC, Dubai, United Arab Emirates.
   
   The language to be used in the arbitration shall be English.
   
   The governing law of the contract shall be the substantive law of the DIFC.

9. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control, such as a natural disaster, act of war or terrorism, riot, labor condition, governmental action, or internet disturbance.

10. Communications. In connection with your use of the Subscription Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings. For information about how to contact Coinaphoto, please visit our contact page.