Terms of Use.

These Terms of Use are effective as of May 19, 2017.

General Terms

1. We reserve the right to modify or terminate the Service or your access to the Service for any reason at any time, with or without notice, and without liability to you.
2. You may terminate this Service at any time, for any reason, by deleting your account through the account settings menu. Your account will remain active until the conclusion of your payment term. At the conclusion of your final payment term after termination, all content stored on your account will be lost to you forever. The license to use this content granted to KeywordFoto shall remain in perpetuity. All payments are nonrefundable.
3. Using this Service for illegal means or in ways that violate our Community Policies may result in immediate termination of your access to the Service.
4. We will cooperate with any and all valid law enforcement and governmental requests for access to you User Content. We may do this with or without notice to you.
5. If you’re operating this Service on behalf of any other person or entity, you are also agreeing to these Terms on behalf of that other person or entity.
6. You must be at least 13 years of age to use this Service.
7. You agree to the payment terms found on the payment page of the Service. Those terms are incorporated by reference as if fully stated herein. Those payment terms may change from time to time, at the discretion of Us.
8. You understand that using this service may incur data or usage charges through your internet, cellular, or other telecommunications providers, and you agree that you are solely responsible for monitoring and paying those charges.

Community Policies

1. No posting of violent, pornographic, discriminatory, unlawful, or sexually suggestive photos.
2. You’re responsible for all your actions while using the Service.
3. You’re not allowed to bully, defame, stalk, threaten, impersonate, or intimidate others using this Service.
4. You must not attempt to restrict other users from accessing or enjoying this Service, whether directly or indirectly.
5. Do not post your or other users’ passwords from this Service, or any other program or service.
6. You agree to not use this Service for illegal purposes.
7. You agree to not use this Service to spam or harass others. This includes any unsolicited contact where a substantial goal of which is for pecuniary gain.
8. You’re solely responsible for keeping your password secure.

Definitions

“KeywordFoto” shall mean the software Service (defined below).

“Service” means the website (and all accompanying software) located at www.keywordfoto.com. This service allows you to upload and post photographs to an online storage that allows the sharing of your User Content with other users within a closed network of users.

“User Content” shall mean any photographic content uploaded to the Service by any user of the Service as well as any written, code, HTML, or other “content” as it is generally known uploaded or entered into the Service by any you or user of the Service.

“Us”, “We”, “Alloy Code” or “Company” shall mean Alloy Code Inc and its agents, assigns, employees, affiliates, officers, and owners.

License

1. You grant Alloy Code Inc. and its agents, assigns, employees, affiliates, officers, and owners a worldwide, non-exclusive, royalty-free, irrevocable, and transferable license to store, modify, display, reproduce, save, distribute, or otherwise use your User Content for the purpose of the Service, or to promote or market the Service.
   1. We reserve the right to remove or modify User Content for any reason, including when such User Content is in violation of our Terms. This right shall include the right to make certain User Content invisible to the user while determining whether or not that User Content violates these Terms or any laws.
   2. The original copyright holder retains copyright to all User Content.
   3. This license survives termination of the Service and/or your account.
   4. This license includes, but is not limited to, the right to add a watermark, store or relocate the User Content, change how the User Content is display, change the User Content file format, and add, remove, or change encryption on the User Content.
   5. Each piece of User Content shall be treated as though a separate license and the effects on one piece of User Content shall not affect the rights or license over any other pieces of User Content.
2. We grant you (subject to these Terms) a non-exclusive, non-transferable, revocable, world-wide, license to use the Service described in these Terms as it was intended to be used.
   1. You agree, as part of this license, that you will not modify, or attempt to modify, the Service in any way.
   2. You agree, as part of this license, that you will not attempt to “data mine,” or otherwise collect other users’ data whether or not easily accessible from this Service.
   3. You agree, as part of this license, that you will not disrupt or attempt to disrupt the Service.
   4. As part of this license, you may not use automated programs or services to create accounts, upload images, scrap data from this Service, or crawl this Service’s pages.

Reporting Copyright and other IP Violations

1. We respect copyrights. If you believe your copyright has been violated through use of this Service, please contact Us at copyright@keywordfoto.com.
2. If we receive a report of a copyright violation, we will take reasonable efforts to investigate this claim. This may include temporarily or permanently removing or hiding User Content.
3. You agree to follow all photography laws, including laws related to copyright, photography of minors, actor releases, and all other laws involving the profession of photography.
4. You understand and agree that we may remove or temporarily block or remove User Content that violates the copyright or subscription terms of any third party software, including editing software.

Privacy Policy

1. Except as stated herein, we will not use your personally identifying information in any ways other than the provision, marketing, or promotion of the Service.
2. We will not sell or share your personally identifying information to third parties except in the following circumstances:
   1. To comply with a valid governmental, law enforcement, or court request;
   2. As part of a sale of all or substantially all of the Company or the Service;
   3. To comply with mandatory reporting laws; or
   4. In the event control of the Service is transferred to a third party, either voluntarily or by operation of law.
3. We may, in our sole discretion, sell, share, or transfer your nonidentifying information

Cookie Policy

1. In order to best deliver our Service, we will use cookies which may be stored on your computer. If you are using a public computer, it is your responsibility to ensure that these are not accessible to others. We cannot be held responsible for information lost because of cookies left on public computers.

Disclaimer of Warranties

1. KEYWORDFOTO AND ALLOY CODE INC. DISCLAIM ANY AND ALL WARRANTIES MAKING USE OF THIS SERVICE “AS IS.” KEYWORDFOTO AND ALLOY CODE INC. SPECICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. KEYWORDFOTO AND ALLOY CODE INC., AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OWNERS, MANAGERS, OFFICERS, AGENTS, AND OTHER ASSIGNS, MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY LAW REGARDING THE PROVISION OF THE SERVICE, SAFEGUARDING OF THE CONTENT, USAGE OF THE CONTENT, AND ONLINE SECURITY.
2. WE DO NOT, AND CANNOT, WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. WE ALSO CANNOT GUARANTEE THAT THE SERVICE WILL BE FREE FROM VIRUSES AND OTHER HARMFUL CONTENT.
3. WE DO NOT, AND CANNOT, WARRANT NOR GUARANTEE THE ACCURACY OF THE CONTENT OBTAIN THROUGH THE SERVICE.
4. ALLOY CODE INC. SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM UNDER THIS AGREEMENT CAUSED BY ANY EVENTS BEYOND ITS, OR ITS AGENTS’, EMPLOYEES’ OR CONTRACTORS’, REASONABLE CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF WAR, DISASTERS, ACTS OF GOD, TERRORISM, LABOR INTERRUPTION, INTERRUPTION OF COMMUNICATIONS OR UTILITIES, ACTS OF PROTEST OR DISEASE.
5. YOU WARRANT AND REPRESENT THAT ALL USER CONTENT YOU PROVIDE IS LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE AND THAT YOUR USER CONTENT IS IN COMPLIANCE WITH THE RULES AND REGULATIONS PROVIDED HEREIN.

Limitation of Liability

1. Alloy Code Inc. and KeywordFoto shall not be responsible for any damages, including special or consequential damages, that result from harm to your computer or device from using this service. You use the service at your own risk. This limitation of liability specifically includes, but is not limited to, any lost profits, attorney fees, lost data, or punitive damages.
2. Under no circumstances will Alloy Code Inc. or KeywordFoto be responsible for direct, indirect, economic, exemplary, special, punitive, incidental, consequential, or treble damages or losses that are directly or indirectly related to:
   1. The Service;
   2. The User Content;
   3. You access to the Service;
   4. Any action taken by you or us in regarding your use of the Service;
   5. Any action taken by law enforcement or other governmental agency regarding the Service;
   6. Any action taken with regard to copyrights of the content;
   7. Any errors, omissions, bugs, defects, or functional issues with the Service;
   8. Any damage to your or another’s computer, mobile device, or other device that accesses the Service;
   9. Any damages that result from malicious code, including computer viruses, spyware, or malware.
3. You acknowledge that there is always a chance that the Service can be altered (accidentally or intentionally) to cause harm to its users, and you accept the risk that this may occur at some point.
4. Under no circumstances will you have the right to seek injunctive relief against Alloy Code Inc. or the Service.
5. If a court of law otherwise determines that Alloy Code Inc. or the Service is liable to you for any reason, you agree that the total liability Alloy Code Inc. or the Service can be responsible for is the annual cost of the Service or the price you’ve paid in the past twelve months, whichever is less.
6. YOU ACKNOWLEGE AND AGREE THAT YOU MAY BE GIVING UP CERTAIN RIGHTS, INCLUDING THE RIGHTS TO CLAIMS CURRENTLY UNKNOWN, BY USING THIS SERVICE AND ACCEPTING THESE TERMS AND CONDITIONS. YOU HEREBY EXPRESSLY WAIVE THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY WHICH PROVIDES SUBSTANTIALLY THE SAME AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
7. Under no circumstances will Alloy Code Inc. nor the Service be responsible for the actions of any third parties.

Waiver

1. In the event Alloy Code Inc. or the Service chooses or neglects to enforce any of its claims, rights or other actions found herein, that waiver shall not constitute a waiver of any other claim or right under these Terms.

Indemnification

1. You agree to indemnify, defend, and hold us harmless from and against any and all claims, liabilities, losses, expenses, costs, fines, fees, judgments, settlements, and other damages including, without limitation, attorney fees and costs, that arise out of or are in any way connected with:
   1. Your violation of another’s copyright, trademark, patent, trade secret, or other intellectual property rights;
   2. Your breach or alleged breach of these Terms;
   3. Your use of the Service that caused harm to another;
   4. Your violation of another’s privacy rights;
   5. Your violation of any law, regulation, judgment, administrative ruling, or other governmental rule;
   6. Your statements, posts, shares, communications, or photos of or to third parties; or
   7. Any misrepresentation made by you.
2. In the event We make demand that you indemnify us for any claim, we will make such demand within a reasonable period of time after discovering such claim.
3. We reserve the right to select our own legal counsel.
4. We reserve the right to settle any claim without waiving our right to have you indemnify Us for that claim.
5. In this section “you” includes any third parties for whom you operate an account or activity for on the Service. “You” also includes any persons or entities for which you have lawfully been given the right to manage their content.

Governing Laws

1. These Terms shall be interpreted under the laws of the state of North Carolina, excluding only its choice of law statutes.
2. Any dispute that arises under these Terms must be brought in the federal or state courts of Durham, NC.
3. You agree that any claim you have arising out of or related to these Terms or your usage of the Service must be filed within one year after that claim arose; otherwise, your claim is permanently banned. Each claim shall be treated as a distinct claim and shall not toll any statute of limitations nor this section limiting your time to file such claim.

Non-Payment

1. In the event of non-payment, denied or rejected credit cards, or failed payment, your account will be suspended until payment is received.
2. Our software will automatically attempt to run your credit card 2-3 times after
3. You will have 3 months from the first date of account suspension to re-establish payments (and pay any past due amounts) before your account and all your User Content will be permanently deleted.

Assignment

1. You may not assign any rights or responsibilities under this Agreement for any reason except in cases of “change of control” of company accounts. “Change of control” shall mean the sale, gift, or transfer of the company’s stock or ownership interest to another party (whether a related party or not) or the sale, gift, or transfer of all or substantially all of the company’s assets in one transaction or a series of transactions.
2. Alloy Code Inc. may transfer its rights and responsibilities under these Terms to any other party, at any time, for any reason.

Relationship

1. Alloy Code Inc. is independent from you. At no point shall Alloy Code Inc., nor its employees, managers, officers, owners, or agents be considered an employee of you.
2. These Terms do not create any sort of exclusive relationship between the parties.

Entire Agreement

1. These Terms represent the entire agreement between the parties for the use of the Service. There are no other promises, warranties, or representations regarding the subject matter herein.
2. If any provision found herein is found to be unenforceable, that provision shall be removed and the remainder of the Terms shall remain intact as though the unenforceable provision were never included.