Terms of Service

These Terms of Service describe the way in which you (the "Member") may use the CityPics.org Service (the "Service"), and the way in which CityPics.org will operate the Service.
BY CLICKING ACCESSING OR USING ANY PART OF THIS WEB SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.

CITYPICS.ORG RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. ACCORDINGLY, YOU SHOULD REVIEW THIS AGREEMENT FROM TIME TO TIME TO BECOME FAMILIAR WITH SUCH CHANGES.

1. Definitions

1.1 "CityPics.org Service" means all of the services that CityPics.org offers and all technology, processes and materials used to provide such services.

1.2 "CityPics.org Web Site" means the web site located at the domain names "CityPics.org" and at such other domain names used to identify web sites on which CityPics.org may offer the CityPics.org Service.

1.3 "Member" means any person or entity who opens and maintains an account with CityPics.org.

1.4 "Member Content" means any content supplied by the Member to the CityPics.org Service, including but not limited to images, artwork, audio, video, trademarks, trade names and other data uploaded to CityPics.org, entered through Web forms.

2. General Rules

2.1 You will comply with all of the terms and conditions of this Agreement and all applicable laws, regulations and rules when you use the CityPics.org Service, whether you just browse the CityPics.org Web Site, use its freely-available services, or become a Member.

2.2 CityPics.org will only provide the CityPics.org Service to persons and entities who can form legally binding contracts under applicable law. Without limiting the foregoing, minors may not use the CityPics.org Service.

2.3 CityPics.org may modify the CityPics.org Service at any time with or without notice to you.

2.4 If CityPics.org determines, in its sole and absolute discretion, that you will breach a term or condition of this Agreement by uploading or publishing intellectual property that infringes the rights of others or otherwise does not meet the standards of CityPics.org, CityPics.org may remove the particular item without any liability to you or any third party.

3. Opening an Account

3.1 To become a Member, you must open an account with CityPics.org through its online registration process. Only Members have the right to create galleries, upload pictures (publishing Member Content) and use certain portions of the CityPics.org Service.

3.2 You will need to select a password if you open an account. You will be responsible for all use of your password, including, without limitation, any use by any unauthorized third party. You must notify CityPics.org immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify CityPics.org immediately if you become aware of any other breach or attempted breach of the security of the CityPics.org Service.

4. Your Conduct

4.1 Generally, you must use the CityPics.org Service in a manner that demonstrates good taste and respect for the rights of CityPics.org and third parties.

4.2 If you create a gallery, you will be solely and exclusively responsible for ensuring that the gallery and its contents, are in compliance with the terms and conditions of this Agreement and all applicable laws, regulations and rules.

4.3 You will not use the CityPics.org Service to post content that (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, rights of privacy and publicity, (ii) is libelous, defamatory or slanderous, (iii) condones, promotes, contains or links to warez, cracks, hacks or similar utilities or programs, (iv) is sexually suggestive or contains explicitly sexual content (including nudity), (v) does or may denigrate or offend any species, ethnic, racial, gender, religious or other protected group, through use of language, images, stereotypical depiction or otherwise, (vi) is designed to or does harass, threaten, defame or abuse others or (vii) is generally offensive or in bad taste.

4.4 You will not (i) use "spam," "blast-faxes" or recorded telephone messages to promote galleries, (ii) interfere with the CityPics.org Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware, (iii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the CityPics.org Service, (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the CityPics.org Web Site, (v) collect electronic mail addresses or other information from third parties by using the CityPics.org Service, (vi) impersonate another person or entity, (viii) engage in any activity that interferes with any third party's ability to use or enjoy the CityPics.org Service or (ix) assist any third party in engaging in any activity prohibited by this Agreement.

6. Intellectual Property Rights

6.1 CityPics.org Service: CityPics.org will solely and exclusively own all intellectual property and other rights, title and interest in and to the CityPics.org Service, and CityPics.org will have the sole and exclusive right to obtain trademark and copyright registrations, patents and other protection therefor, and you will not acquire any right, title or interest therein, under this Agreement or otherwise.

6.2 Rights to Member Content: You will retain all rights to your Member Content. You hereby grant to CityPics.org a royalty-free, worldwide, nonexclusive, right and license to use your Member Content in connection with the advertising, promotion, production and sale of the Products you choose to sell in accordance with this Agreement. You grant CityPics.org permission to reproduce your Member Content in CityPics.org marketing and advertising, provided CityPics.org credits you as actual owner of the Member Content. CityPics.org will not represent that it owns your Member Content. If you or CityPics.org terminate your account, CityPics.org will cease its use of your Member Content as soon as reasonably practical.

6.3 Product Thumbnails and Other Images created using the CityPics.org Service: You may only use thumbnails and other images created through the CityPics.org Service in your Shop or to promote your Shop or the CityPics.org Service. Any other use of such thumbnails or other images is strictly prohibited unless prior written permission is obtained from CityPics.org.

7. Representations and Warranties

7.1 Each party represents and warrants to the other party (i) that it has the full power and authority to enter into and perform under this Agreement, (ii) the execution and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules, and (iii) this Agreement is a legal, valid and binding obligation of the party executing this Agreement, enforceable in accordance with its terms and conditions.

7.2 You represent and warrant to CityPics.org that any content you submit to CityPics.org and any Product that you design, manufacture, market or sell using the CityPics.org Service will not infringe the copyright, trademark, patent, trade secret, rights of privacy and publicity or other legal right of any third party.

8. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS

8.1 CITYPICS.ORG PROVIDES THE CITYPICS.ORG SERVICE ON AN "AS IS" BASIS. CITYPICS.ORG DOES NOT REPRESENT OR WARRANT THAT THE CITYPICS.ORG SERVICE OR ITS USE (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. CITYPICS.ORG MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

8.2 THE THIRD-PARTY LINKS, SERVICES, RESOURCES AND INFORMATION THAT CITYPICS.ORG PROVIDES ON OR MAKES AVAILABLE THROUGH THE CITYPICS.ORG WEB SITE ARE NOT CONTROLLED BY CITYPICS.ORG. ACCORDINGLY, CITYPICS.ORG MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, RESOURCES AND INFORMATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES, RESOURCES OR INFORMATION.

8.3 CITYPICS.ORG WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE CITYPICS.ORG SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification. You will indemnify and hold CityPics.org and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Indemnified Parties") harmless from any damage, loss, cost or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Indemnified Parties insofar as such Claim alleges facts or circumstances that would constitute a breach of any provision of this Agreement by you. If you are obligated to provide indemnification hereunder, CityPics.org may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise or in any other manner dispose of any Claim without the consent of CityPics.org.

10. Third-Party Services. CityPics.org may use third-parties to provide certain services that you may link to from CityPics.org. These services may have their own terms of use and other policies. You will be governed by such terms and policies as well as the terms of this Agreement.

11. Termination

11.1 In its sole and absolute discretion, with or without notice to you, CityPics.org may (i) suspend or terminate your use of the CityPics.org Service, (ii) terminate your account, (iii) remove any of your created Member Content from CityPics.org servers and (iv) prohibit you from creating any new Member Content.

11.2 If you are a Member, you may terminate your account for any reason at any time by completing the online account termination form.

11.3 This Agreement will survive indefinitely unless and until CityPics.org chooses to terminate it, regardless of whether any account you open is terminated by you or CityPics.org.

11.4 If you or CityPics.org terminate your account, or if CityPics.org takes any action pursuant to Section 11.1, CityPics.org may delete any web sites, web pages, files, graphics or other content or materials relating to your use of the CityPics.org Service on CityPics.org servers or otherwise in its possession and CityPics.org will have no liability to you or any third party for doing so. If you or CityPics.org terminate your account you must immediately remove all links to the CityPics.org Web Site from any web sites you operate and cease representing yourself as a Member.

12. Miscellaneous. This Agreement will be binding upon each party hereto and its successors and permitted assigns. This Agreement will not be assignable or transferable by you without the prior written consent of CityPics.org. This Agreement contains the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. You and CityPics.org are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.