PURPOSE OF THIS WEBSITE
The purpose of the website talkingclicks.com (“the Site”), owned and operated by Mr. Syed Saqib Akbar Rizvi (“the Owner”), is to provide photographers, Models, video producers, and their authorized representatives (“Subscribers”) the technical means (“Service”) to publish, market, license, sell and distribute their images, video clips and other products (“Subscriber Content”), in digital or physical format, to visitors of the Site (“Users”).
• You fully agree to the Terms and that you are bound by the Terms, as well as its revisions thereof as long as you keep using the Service. The owner/proprietor of this website reserves the right to update the Terms from time to time. All updates will be posted to www.talkingclicks.com. Please refer to the Terms periodically for any updates.
• You can lawfully enter into contracts under applicable law and you are at least 18 years old. In the unlikely case that you are younger than 18 years old, you warrant that you are using the Service under the supervision of parents and/or legal guardians.
• You can use the Service on a website or blog that belongs to you or you are legally authorized to manage or represent (”Your Site”).
• Any content on Your Site with which you use the Service belongs to you, or you are legally authorized to sell (”Your Content”).
• You are legally allowed and are willing to sell Your Content in all or some of the following forms: prints, postcards, calendars, digital downloads, and merchandise (collectively “Products”). You have full control over which Products you would like to sell.
You agree not to use the service in conjunction with any content that:
• Is unlawful, obscene, defamatory, indecent, pornographic, lewd, sexually suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful.
• Constitutes, encourages or provides instructions for a criminal offense, violate the rights of any party, endanger national security, or that would otherwise create liability or violate any local, state, national or international law.
• May infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of any party.
• In the sole judgment of the website owner, is objectionable, harmful or which restricts or inhibits any other person from using the Service, or which may expose the website owner to any harm or liability of any nature.
3. RESPONSIBILITY OF OWNERSHIP
Regarding Your Content you warrant and represent that:
• You own (or have legal rights to represent and license) all copyright and other rights, title and interest in and to all content with which you use the Service.
• You have the right to grant all licenses granted through a sales process without violating the rights of any third party.
• If you are an agent of the copyright owner(s), then you have been granted full authority of the copyright owner(s) to enter into this agreement.
• For any content used with the Service you have all the necessary releases and permissions required to grant the licenses granted under the applicable license, including without limitation valid Model Releases and Property Releases for Photos depicting recognizable people (living or dead) and private properties, and all written permission(s) regarding all distinguishable trademarks.
4. RIGHT TO USE THE CONTENT
You will retain ownership of Your Content. You also retain ownership of any original digital file that you upload to the Service for the purpose of making Products. The website owner will make Products based on Your Content only for orders placed via Your Site or placed by yourself via the Service Control Panel (Collectively “Your Orders”). In order to make Products, you hereby grant to the website owner a royalty free, worldwide, transferable, non-exclusive right and license to use Your Content to fulfill Your Orders. The rights are transferable as the website owner may sublicense such rights to its fulfillment partners in order to make Products. This right is granted only for the purpose of fulfilling Your Orders, and does not apply to any other production. The company will not reproduce or resell Your Content. The Service will have the right to use screen resolution image and thumbnails of Your Content for display purposes including but not limited to eCards, orders, search results, and any promotion of Your Content by the Service. The screen resolution image will be accompanied by your credits as you define in the Service Control Panel. At any time you can request, either automatically via the Control Panel or by informing the website owner, for Your Content to be fully removed from the Service.
5. TRADEMARKS, COPYRIGHT AND INTELLECTUAL PROPERTY
You acknowledge and agree that the Service, the Website and any software used in connection with them contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site or the Software, in whole or in part. All logos, product names, service names, and brands associated with the Service which identify the Service are proprietary marks of the website owner. All logos, product names, service names, and brands which identify third parties belong to such third parties. Use of the Service does not give you the right to use any such logos, brands, and product or service names without written permission by the website owner or respective third parties.
You agree to indemnify and hold the website owner and its affiliates harmless from all judgments, liabilities, losses and expenses, including but not limited to attorney fees, expert witness fees, and litigation costs arising based on Your Content, Your Site, your use of the Service, your violation of Terms, or your violation of the rights of any third party.
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
The service, including, but not limited to, all materials incorporated therein and all features and functionality of the service, is provided “as is” and without warranties of any kind, either express or implied. To the fullest extent permissible by applicable law, the website owner and its affiliates disclaim all warranties, express or implied, including, without limitation, implied warranties of title, safety, accuracy, and fitness for a particular purpose, and any warranties that may arise from course of dealing, course of performance or usage of trade. We do not warrant that your use of service will be uninterrupted or error-free. You assume all responsibility and risk for your use of the service and your reliance thereon. Your use of the service is entirely at your own risk. To the fullest extent permissible by applicable law, neither the website owner nor any of its affiliates are responsible or liable for any indirect, incidental, consequential, special, exemplary, or punitive damages (including, without limitation, damages for loss of business, loss of data or lost profits), under any contract, negligence, strict liability or other theory arising out of or relating in any way to the service (including, but not limited to, all materials incorporated therein and all features and functionality of the service). Your sole and exclusive remedy for dissatisfaction with the service is to stop using the service.
8. SERVICE OPERATION
The Owner will make every reasonable effort to keep the Site and the Service operational. However, certain technical difficulties, maintenance or upgrade operations and other factors may, from time to time, result in temporary service interruptions. You agree not to hold the Site or the Owner liable for any of the consequences of such interruptions.
9. PROPRIETARY RIGHTS
You acknowledge and agree that the Site, any necessary software used in connection with the Site and the Service (“Software “), and the information contained on the Site contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Owner grants you a personal, non-transferable and non-exclusive right and licence to use the object code of its Software on a single computer for such purposes as are ordinary and customary. Except as expressly authorised by the Owner, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site or the Software, in whole or in part. You further agree to not (and to not allow any third party to) reverse engineer, reverse assemble or otherwise attempt to uncover any source code. Should you make an improvement suggestion or request, you agree to inform the Owner of any patent or intellectual property right you may hold, directly or indirectly, that would prevent the Owner to implement freely your suggestion or request. In the event that a suggestion or request you made results, directly or indirectly, in new or updated functionality in the Software, you agree to not claim any intellectual property right to said functionality and Software.
10. ONLINE OFFERS
Two types of offers are available on the Site:
• the offer to Subscribers (Service) is designed and operated by the Owner ;
• the offer to Users to view, license or purchase Subscriber Content is marketed and operated by the Subscribers. The Subscribers have the sole responsibility of such sale, its fulfillment and obligations.
11. USERS: PURCHASE, LICENSING AND USE OF IMAGES
As a User, you are not allowed to use Subscriber Content without prior license agreement (and payment of any applicable license fee) with the Subscriber owner of said content. Low-resolution and watermarked images displayed on the Site may only be used within a project team for internal evaluation of the suitability of said Content for the project. Neither the Site nor the Owner gives any assurance of the suitability of Subscriber Content for any use. You acknowledge that any purchase or licensing of Subscriber Content over the Site is between you and the Subscriber, and that neither the Site nor the Owner are a party in said transaction.
12. SUBSCRIBER RESPONSIBILITY
As a Subscriber:
• In order to use the Site and the Service to display and market your Content, you need to register and subscribe. You agree to provide true and valid information during the registration process;
• You agree to complete and maintain your personal information, in such a way that it remains valid and true;
• You grant the Site and the Owner permission to store, copy, manage and publish your Content. You guarantee that you are the copyright owner of the Content or have authority from the Copyright owner to grant the Site the rights set forth above;
• You acknowledge that the storage allocated for your Content is limited in capacity, and that you will not be able to post new content when the storage quota is reached;
• You acknowledge that the bandwidth for the Internet traffic allocated for the transmission of your content and website pages is limited, and that your website and content might not be accessible anymore when the bandwidth quota is reached;
• You acknowledge that the storage space and corresponding Internet traffic is to be used exclusively to store and transmit content displayed through a Subscriber website via the Service. In particular, image files stored on the service should not be displayed on other websites other than Subscriber-owned websites/pages with limited traffic. The Service is not intended for the wide-scale distribution of content to the general public. The Owner, in its sole discretion, reserves the right to limit, suspend or terminate your account if it judges your use of the Service is a misuse of the Service.
• You acknowledge that any sale or licensing of Subscriber Content over the Site and the Service is between you and the purchasing User, and that neither the Site nor the Owner are a party in said transaction;
• In the event that the Owner and/or Site has reason to believe that you are violating these Terms and elects to make unavailable or delete Content, or suspend your account and/or your website, you acknowledge that you will have no right to receive any refund or fee or payment for said removal/suspension.
13. USER AND SUBSCRIBER CONDUCT
You are required to show respect and consideration towards other users, and towards their copyrights in particular. Under no circumstances will you use the Site or the Service to:
• upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party ;
• harm minors in any way ;
• violate any law or otherwise engage in any unlawful activity;
• upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable ;
• upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships ;
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site; You acknowledge and agree that you are solely responsible for the form, content and accuracy of any Content you upload and/or post. You acknowledge that the Site or the Owner may or may not pre-screen Subscriber Content, but that the Site or the Owner and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Subscriber Content. The Site reserves the right to, at its discretion, suspend or terminate your right to use the Service or the Site in general, if it has reason to believe that you violate the aforementioned rules of conduct or engage in other offensive conduct. No refund of fees or other amounts will be made if you violate or breach any of the Terms and Conditions. Under no circumstances will the Owner be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Services.
15. NO SPAM POLICY
You understand and agree that sending unsolicited email advertisements or other unsolicited communications to talkingclicks.com email addresses or through talkingclicks.com computer systems are expressly prohibited by these Terms. You acknowledge and agree that from time to time the website owner may monitor email usage using human monitors or automated software to flag certain words associated with spam or scams in emails that are sent between one user to another in the talkingclicks.com e mail system. Any communication between yourself and any other user utilizing the communication features available on the Service and the Website may be used only in accordance with the Terms. Any unauthorized use of talkingclicks.com computer systems is a violation of these Terms and certain applicable laws. Such violations may subject the sender and his or her agents to civil and criminal penalties.
Any dispute or claim relating in any way to your use of Service, or to any products or services sold or distributed by the website owner or through talkingclicks.com will be resolved by binding arbitration, rather than in court. The Arbitration Act, 1940 and arbitration laws in force in Pakistan apply to this agreement. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. 19. GENERAL INFORMATION These Terms and the other policies posted on the Website constitute the complete and exclusive understanding and agreement between you and talkingclicks.com and govern your use of the Service and the Website superseding all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. The Terms and the relationship between you and talkingclicks.com shall be governed by the laws of Pakistan. Any claim you may have against talkingclicks.com must be submitted to the exclusive jurisdiction the courts of Islamabad, Pakistan. The failure of talkingclicks.com to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid (including, without limitation, because such provision is inconsistent with the laws of another jurisdiction) or inapplicable, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision. If any provision or provisions of these Terms is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Terms shall not in any way be affected or be impaired. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU AND ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE AND/OR THE WEBSITE MUST COMMENCE WITHIN A REASONABLE TIME AND IN ANY EVENT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, EXCEPT THAT TALKINGCLICKS.COM MAY COMMENCE ANY SUCH CAUSE OF ACTION IN ACCORDANCE WITH THE APPLICABLE STATUTE OF LIMITATIONS UNDER PAKISTAN LAW. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. These Terms shall inure to the benefit of and be binding upon each party's successors and assigns.