The following document outlines the terms and conditions for using the Prodigi website.
Before using any of the Prodigi services, you are required to read, understand and agree to these terms ("Terms"). You may only create a user account, purchase a product or use the service after reading and accepting these terms.
1.1 This website and all associated platforms and applications are operated and maintained by Prodigi ("Company" or "we" or "us"). The Company is registered in United Kingdom under company number 8969713 with its address at Walnut Studios, Greenhills Centre, Tilford Road, Farnham, Surrey, GU10 2DZ, UK.
1.3 We reserve the rights to change the content of this Site or App, including these terms and conditions at any time without notice, by posting such changes on the Site. It is your responsibility to familiarise yourself with the terms and conditions regularly to ensure that you are aware of any changes. Your continued use of the Site following the posting of any such changes will constitute your acceptance of the revised terms and conditions.
If you do not accept these terms and conditions, you may not use this Site.
2.0 The Site provides individual image portfolios and access to an online community for photographers and artists ("Users") to upload photographs and images, share comments, opinions and ideas, promote their work, participate in contests and promotions, and access and/or purchase or sell Products and Services from time to time made available on the Site. Services include, but are not limited to, any service and/or content the Company makes available to or performs for you, as well as the offering of any materials displayed, transmitted or performed on the Site or through the Services. Content ("Content") includes, but is not limited to text, user comments, messages, information, data, graphics, news articles, photographs, images, illustrations, and software.
2.1 Your access to and use of the Site may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside the control of the Company. the Company reserves the right to suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice. the Company may also impose limits on certain features and Services or restrict your access to parts of or all of the Site and the Services without notice or liability. The Site should not be used or relied upon for storage of your photographs and images and you are directed to retain your own copies of all Content posted on the Site.
3.1 As a condition to using Services, you are required to open an account with the Company and select a password and username, and to provide registration information. The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your the Company account.
3.2 You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
3.3 You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your the Company account.
3.4 Services are available only to individuals who are either (i) at least 18 years old, or (ii) at least 13 years old, and who are authorised to access the Site by a parent or legal guardian. If you have authorised a minor to use the Site, you are responsible for the online conduct of such minor, and the consequences of any misuse of the Site by the minor. Parents and legal guardians are warned that the Site does display photographs and images containing nudity and violence that may be offensive to some.
4.1 All Content posted or otherwise submitted to the Site is the sole responsibility of the account holder from which such Content originates and you acknowledge and agree that you, and not the Company are entirely responsible for all Content that you post, or otherwise submit to the Site. the Company does not control user submitted Content and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Site you may be exposed to Content that is offensive, indecent or objectionable.
4.2 As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by the Company. By way of example, and not as a limitation, you agree not to use the Services:
4.3 To report a suspected abuse of the Site or a breach of the Terms (other than relating to copyright infringement which is addressed under "COPYRIGHT COMPLAINTS" below) please email the Company at email@example.com.
4.4 You are solely responsible for your interactions with other users of the Site. the Company reserves the right, but has no obligation, to monitor disputes between you and other users.
5.1 Please read this section carefully before posting, uploading, or otherwise submitting any Content to the Site. By submitting content to the site you are granting the Company a worldwide, non-exclusive license to use the Content and are representing and warranting to the Company that the content is owned or duly licensed by you, and that the Company is free to publish, distribute and use the Content as hereinafter provided for without obtaining permission or license from any third party. In order to make Products, you hereby grant to the Company a royalty free, worldwide, transferable, non-exclusive right and license to use your Content to fulfill orders.
5.2 In consideration of the Company’s agreement to allow you to post Content to the Site and the Company’s agreement to publish such Content and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with the Company as follows:
6.1 The Company may, at its own discretion and at any time, make all features, or certain features, or reserve certain features ("Premium Services") for the exclusive use of premium paid account holders.
6.2 In addition to the general terms and conditions provided for by the Terms, the following terms and conditions apply specifically to the Premium Services:
The Company maintains a fair usage policy to ensure stable and fast service to all users. Free accounts may be limited to a maximum number of new photographs/image uploads per week a total limit of online storage (in Gb) and total limit of data transfer from profile or portfolio per month. Any additional usage may result in restrictions on your account including limited access to your user account or a requirement to upgrade to our premium services.
8.1 The ability to buy and sell Products created using Content supplied by Users is a key Service supported by the Site and all uploaded Content is automatically available for retail as Products.
8.2 To sell your Content as Products you must have a valid the User account and make the following additional representations and warranties to the Company:
8.3 The Company will use your images for the purpose of selling your Content to customers ("Customers") in such formats as we may, from time to time make available to Customers, including without limiting the generality of the foregoing, via electronic download and print.
8.4 By using the Service you grant the Company a licence to use screen resolution images and thumbnails of your Content for display and promotional purposes on the Site, third party sites, and in connection with internet search results, and embeddable codes. Screen resolution images will be accompanied by your credits where appropriate.
9.1 You can delete images from your account at anytime. In addition, the Company may remove any Content that it believes to be in breach of the Terms. In all cases copies of your Content posted on any third party sites and used for promotional purposes shall be removed within a reasonable period of time following your removal request, however submitted.The Content will continue to be available in respect of any Products which were purchased by Customers prior to their removal from the Site until the fulfillment of such purchase requests.
9.2 Subject to the licenses granted to the Company in these Terms you retain full ownership of your Content.
10.1 If you are selling your images at a profit you will be paid profit margin fees ("Fees") for the sale of Products in accordance with the margin added to the wholesale price of the Products in effect at the time a Customer makes a purchase. The Company reserves the right to change the wholesale Product prices from time to time and at any time at its sole discretion. We will notify you of changes to the prices by posting an announcement on the Site. You shall be responsible for reviewing any such changes. Your continued use of the Site, including the continued retail of your Content after a change in fees will signify your acceptance of the revised whole Product costs.
10.2 In addition to the foregoing, the following terms and conditions shall apply to payment of Fees to you for your Store Images sold through the Store:
11.1 You may terminate your User account at any time at your sole discretion. The Company may terminate your store account at any time for any reason or no reason. All Content remaining in your account will be removed by the Company upon termination of your store account.
11.2 If you wish to receive a download of your Content prior to termination then this service may be chargeable.
12.1 The Company respects the intellectual property rights of others. It is our policy to respond promptly any claim that Content posted on the Site infringes the copyright or other intellectual property infringement ("Infringement") of any person. the Company will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the Site.
12.2 To notify the Company of a possible Infringement you must submit your notice in writing to firstname.lastname@example.org and include in your notice a detailed description of the alleged Infringement sufficient to enable the Company to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.
12.3 If we remove or disable access to Content in response to a notice of Infringement, we will make reasonable attempts to contact the user who posted the affected Content. If you feel that your Content is not infringing, you may provide the Company with a counter notice in writing to email@example.com. You must include in your counter notice sufficient information to enable the Company to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) if you materially misrepresent that your Content is not infringing the copyrights of others.
12.4. If you are uncertain whether an activity constitutes Infringement, we recommended seeking the advice of a lawyer.
13.1 The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
14.1 You hereby expressly and irrevocably release and forever discharge the Company, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services.
14.2 You hereby agree to indemnify and hold harmless the Company, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable lawyers' fees, resulting from or arising out of (i) a breach of these Terms, (ii) Content posted on the Site, (iii) the use of the Services, by you or any person using your account or username and password, (iv) the sale or use of your Content, or (v) any violation of any rights of a third party.
15.1 In no event shall the Company be liable under contract, tort, strict liability, negligence or other Legal theory with respect to the site, the service or any content (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, (ii) to provide substitute goods or services (however arising), or (iii) for any direct damages in excess of (in the aggregate) £100.
16.1 The trade marks, service marks, graphics and logos used in connection with this website and/or the Service are trademarks or registered trademarks of the Company or its licensors. You are granted no right or licence with respect to any such trademarks or service marks and any unauthorised use is strictly prohibited.
17.1 The Company may terminate or suspend any and all Services and/or your the Company account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your User account, you may simply delete your account and discontinue using the Services and the Site. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
17.2 It is your responsibility to remove all Content from your account prior to termination. Upon termination of your account the Company will automatically remove all Content posted to your account.
18.1 The contract between us and any matter arising from or in connection with these terms and conditions shall be governed by and construed in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between us.
18.2 Any claim or cause of action against the Company arising out of or related to use of this Website, the Service or the Products or otherwise under these terms and conditions must be filed within one (1) year after such claim or cause of action arose.
19.1 You agree that we may provide to you required notices, agreements and other information electronically as specified in these terms and conditions. If you want to withdraw your consent to receive notices electronically, you must discontinue your use of the Site.
20.1 This website is intended for residents of the United Kingdom. The Company makes no representations that materials in this website are appropriate or available for use in other locations. Those who choose to access this website from other locations do so at their own risk and are responsible for compliance with any and all local laws, if and to the extent local laws are applicable. The failure of the Company to exercise or enforce any right or provision of these terms and conditions will not constitute a waiver of such right or provision.
20.2 No agency, partnership, joint venture, or employment is created as a result of the Terms and you do not have any authority of any kind to bind the Company in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. the Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. The Company may transfer, assign or delegate the Terms and its rights and obligations without consent. Both parties agree that the Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.