SOONImage Content License Agreement

SOONImage (January 2013)

This Agreement is collectively governed by: 1) the following terms and conditions, 2) the Content-Specific Invoice (“Invoice”), and 3) the Content Specific Online Webpage(s) located at www.soonimage.com (“Content Specific Web Page”) (“collectively, the “Agreement”). This Agreement governs access and use of all material, images and footage (collectively, “Content”) available from SOONImage. By obtaining, using or paying for any Content from SOONImage, licensee agrees to be bound by and comply with all of the terms of the Agreement.

 

1. Definitions: All capitalized terms shall have the meaning set forth herein (entitled “Defined Terms”) and elsewhere in these terms and conditions.

 

(a) “Comps” means Content licensed solely for Licensee’s evaluation to determine whether the Content is appropriate for Licensee’s intended End Use.

 

(b) “End Use” means the final work product created with the Content as authorized hereunder and excluding Comp uses, and in the case of Rights Managed Content as specified on the Invoice.

 

(c) “License” means the permission granted by SOONimage to Licensee to use the Content as specified in and subject to the terms and conditions of the Agreement

 

(d) “Material”, “Images” and “Footage” mean all material, images and footage clips, respectively, and related informational materials in any medium obtained from or furnished by SOONImage hereunder, including without limitation related metadata, text, captions, or information.

 

(e) “Model Release” means that the contributor/photographer of Content has obtained permission for all permitted licensing type uses from people who are visible and recognizable in the Content.

 

(f) “Property Release” means that the contributor/photographer of Content has obtained permission for all permitted licensing type uses from the owner of the tangible property depicted in the Content. “Property Release” does not include any permission for any intellectual property depicted in the Content.

 

(g) “Rights Managed Content” means Content licensed for a fee on a per-use basis and expressly designated as “Rights Managed” or “RM” by SOONImage.

 

 

2. Parties: This Agreement is binding between SoonImage (“SOON”) and Licensee. “Licensee” means: (a) the individual listed as the registrant of the SOON account through which the License is granted (“Registrant”), and (b) if Registrant is entering into this Agreement for the benefit of, or as an agent on behalf of, Registrant’s employer (“Employer”) or a third party (“Principal”), then such Employer or Principal. If Registrant is entering into this Agreement for the benefit of his/her Employer, or as an agent on behalf of Principal, then Registrant (x) represents and warrants that such Employer or Principal has authorized Registrant to enter into this Agreement, that the Licenses granted hereunder are on such Employer’s or Principal’s behalf, that such Employer or Principal has agreed to be bound hereby; (y) the Content and End Use is solely for the benefit of Employer or Principal, and that Registrant will not use the Content or End Use for the benefit of any other person or entity without entering into a separate License with SOONImage; and (z) in the case of an agent/Principal relationship, Registrant shall be jointly and severally liable for any breach of the terms of this Agreement by Principal. If Registrant requests any SOON employee or contractor to facilitate Registrant obtaining any Content hereunder on behalf of Licensee and through use of Registrant’s account, Licensee agrees to be bound by this Agreement as if Registrant had directly obtained the Content.

3. License:

(a) Generally: Any and all Licenses granted by SOON are conditioned upon (i) Licensee’s compliance with all material provisions of this Agreement, including without limitation SOON’ receipt of full payment of the applicable Invoice, and (ii) Licensee entering into this Agreement without having received notice of unauthorized use of the Content. SOONImage reserves all rights not specifically granted in this Agreement.

(b) Who May Use the Content: The Licenses granted are limited and Licensee may not sell, rent, loan, give, sublicense or otherwise transfer the Content or any right to use the Content except as may otherwise be specifically stated herein or on the applicable Invoice, and insofar as the Content has been incorporated into the permitted End Use. Only Licensee may use the Content and the End Use must be solely for Licensee’s own use. Licensee’s employees and contractors (if any) may use the Content as necessary to create the End Use as provided herein, provided that each such employee or contractor has agreed to comply with the terms hereof, and further provided that Licensee remains liable for any breach of the terms of this Agreement by such employee(s) or contractor(s).

 

(c) License Types:

(i) Rights Managed Content: Subject to the terms and conditions of this Agreement, but excluding the rights granted in Section 3(c) and (ii) below, SOONImage grants Licensee a limited, non-exclusive right to incorporate the Rights Managed Content licensed hereunder in the End Use solely as specified in the Invoice, and as limited in the Content Specific Web Page(s). Unless otherwise stated in the Invoice, the License granted provides one (1) year from the date the applicable Invoice is issued to incorporate the Rights Managed Content into the End Use. Licensee may distribute, publish, display or otherwise exploit the End Use in the manner and for the length of time as specified on the applicable Invoice. 

(ii) Comps: Subject to the terms and conditions of this Agreement, SOONImage grants Licensee the right to use the Content solely for Licensee’s evaluation to determine whether Licensee intends to obtain an applicable Rights Managed License for the Content. No other use is allowed. Unless otherwise stated in the applicable Invoice, the Comps License automatically expires sixty (60) days from the date of download or receipt (“Comps Term”). Licensee may not store, copy, distribute, publish, display or otherwise use in any way the Content upon the expiration of the Comps Term without obtaining an appropriate License for that Content. If Licensee does not obtain such a License, upon expiration of the Comps Term, Licensee must destroy all copies of the Content. SOONImage reserves the right to charge Licensee an administrative fee if Licensee fails to confirm to SOONImage its destruction of such Content within 10 days of the expiration of the Comps Term.

4. Ownership and Intellectual Property: SOON and its Content sources retain all right, title, and interest in and to all of the copyrights and any other proprietary rights in the Content. No rights in any Content are granted except the Licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Content shall not entitle Licensee to use any Content except as permitted hereunder.

5. Releases and Clearances: Content may contain listed restrictions (either on the Invoice or Content Specific Web Page), including, without limitation, restrictions as to time, manner, industry and territory of use, and required pre-approval by depicted people or their representatives. Subject matter depicted in the Content may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to another party. Except as may be specifically stated in the Invoice or the Content Specific Web Page applicable to the licensed Content, the rights SOONImage grants to Licensee do not include a license to, and SOONImage makes no representations or warranties that it owns or licenses any rights related to or in any persons, places, property (real, personal or of any other kind) or subject matter depicted in any Content. Licensee is solely responsible for determining whether Licensee’s use of any Content requires the consent of any other party or the license of any additional rights. Licensee is solely responsible for obtaining any and all releases and clearances as may be required, including without limitation (a) rights from any representative guild, union, professional organization, or other authorized representative; and (b) if any music is included in the Content, master use, synchronization and performance licenses from the copyright proprietors of the applicable master recording(s) and composition(s) and such other persons, firms or associations, societies or corporations as may own or control the performing or other rights. Licensee is responsible for consulting with its own legal counsel to determine whether additional rights are needed for the intended End Use. Licensee may not rely on any statements made by any SOON employee or representative other than those made in the Agreement.

6. Limited Warranty and Disclaimer:

(a) SOONImage warrants that:

(i) the Content, when used as authorized under this Agreement (x) will not infringe the rights of the copyright holder of the Content, (y) and if the Content Specific Web Page indicates that there is a model release, will not violate any individual’s right of publicity or privacy and (z) if the Content Specific Web Page indicates that there is a Property Release, will not violate any individual’s tangible property rights,

(ii) it has sufficient rights to enter into this Agreement and grant the rights provided herein; and SOONImage (Jenuary 2013)

(iii) the digital copy of the Content provided by SOONImage will be free from defects in material and workmanship (but not visual artifacts inherent in the original Content). Ninety (90) days following delivery, SOONImage will, as Licensee’s exclusive remedy for Licensee’s inability to use any Content as the result of such material and workmanship defects, provide a replacement of the digital copy of such Content or, in SOONImage’ sole discretion, terminate the License and refund any fee actually paid by Licensee to SOONImage, provided Licensee has not made any use the Content.

(b) SOONImage makes no warranties, nor shall SOONImage be liable, for any claims related to or arising from Licensee’s use of Content which:

(i) except for the explicit warranties stated in Section 6(a)(i)(y) and (z) above, arise from any third party rights, including without limitation any copyright, trademark, trade dress, personality right or right of privacy, depicted in the subject matter of the Content or as specified in Section 5 above;

(ii) but for Licensee’s modification of such Content or combination of such Content with other Content, products, text, content or materials, such claims would not have arose; or

(iii) arose after SOONImage has otherwise notified Licensee not to use the applicable Content.

(c) While SOONImage makes efforts to use accurate caption information, SOONImage does not warrant that such information is accurate. SOONImage provides Licensee with its online system on an “as is” basis without warranty of any kind, including warranty of continued access or availability or against interruption of service.

EXCEPT AS IS EXPRESSLY STATED HEREIN, SOONIMAGE, ON BEHALF OF ITSELF AND ITS CONTENT SOURCES MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY REGARDING ANY CONTENT, ITS ONLINE SYSTEMS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability: EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER SOONIMAGE NOR ANY SOON SUBSIDIARY, SUCCESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, AGENT OR SUBAGENT SHALL BE LIABLE TO LICENSEE OR ANY OTHER THIRD PARTY CLAIMING THROUGH LICENSEE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR LICENSEE’S USE OR INABILITY TO USE THE CONTENT, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL SOONImage' OR ANY ITS SUBSIDIARIES’, SUCCESSORS’, PREDECESSORS’, PARENTS’, JOINT VENTURES’, AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, CONTRACTORS’, CONTENT SOURCES’, AGENTS’ OR SUBAGENTS’ TOTAL AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY CLAIMING THROUGH LICENSEE ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, AND/OR LICENSEE’S USE OF ANY CONTENT PROVIDED HEREUNDER, EXCEED $25,000 (21,000€). THE FOREGOING LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

8. SOONImage’ Indemnification of Licensee: SOON agrees to indemnify and hold harmless Licensee, its officers, directors and employees (collectively, the “Licensee Indemnified Parties”) from any and all loss or damage arising out of any claim by a third party based on SOONImage’ breach of the warranties in Section 6 (“Licensee Claim”) by paying that portion of the final judgment (including reasonable outside attorneys’ fees and costs awarded, if any) entered against the Licensee Indemnified Parties by a court of competent jurisdiction on such Licensee Claim. SOONImgae shall have the right, but not the obligation to defend and control the defense of any such Licensee Claim and to choose counsel for such purpose, provided that the Licensee Indemnified Party may participate at its own cost and expense. Notwithstanding the preceding, SOONImage shall have no obligation under this Section 8 if Licensee does not provide SOONImage with prompt written notice of Licensee’s receipt of any Licensee Claim and such delay impairs SOONImage’ ability to defend its rights. SOON will not agree to any stipulation, admission, or acknowledgment of any fault, guilt, wrongdoing or liability on the part of any Licensee Indemnified Party without Licensee’s prior written consent. SOON will not settle any Licensee Claim on any Licensee Indemnified Party’s behalf or publicize any settlement without Licensee’s prior written consent.

9. Licensee’s Indemnification of SOONImage: Licensee agrees to indemnify and hold harmless SOONImage and its Content sources, officers, directors and employees (collectively, the “SOON Indemnified Parties”), from any and all loss or damage arising out of any claim by a third party based on (i) Licensee’s material breach of any terms, conditions or restrictions of this Agreement, (ii) to the extent that it gives rise to the claim, Licensee’s use or modification of any Content, or combination of any Content, with any text or other content, (iii) Licensee’s failure to obtain from third parties all permissions necessary to use the Content, and (iv) Content which SOON has notified Licensee not to use (collectively, the “SOONImage Claim”) by paying that portion of the final judgment (including reasonable outside attorneys’ fees and costs awarded, if any) entered against the SOONImage Indemnified Parties by a court of competent jurisdiction on such SOONImage Claim. Licensee shall have the right, but not the obligation to defend and control the defense of any such SOONImage Claim and to choose counsel for such purpose, provided that the SOON Indemnified Party may participate at its own cost and expense. Notwithstanding the preceding, Licensee shall have no obligation under this Section 9 if SOON  does not provide Licensee with prompt written notice of SOONImage’ receipt of any SOONImage Claim and such delay impairs Licensee’s ability to defend or its rights. Licensee will not agree to any stipulation, admission, or acknowledgment of any fault, guilt, wrongdoing or liability on the party of any SOONImage Indemnified Party without SOONImage’ prior written consent. Licensee will not settle any SOONImage Claim on any SOONImage Indemnified Party’s behalf or publicize any settlement without SOONImage’ prior written consent.

10. Alterations to Editorial and Fine Art Content: Special ethical considerations apply to editorial, news, and fine art Content. When using such Content, Licensee is solely responsible for, and shall indemnify SOONImage for any claims related to or arising from any modifications to or alterations of the Content (except for standard color correction or minor cropping for space limitations) or to the caption information.

11. Unauthorized End Uses: Content may not be used as a trademark or logo, for use as pornography, unlawful purpose or use, in a manner that defames any person, or violates any person’s right of privacy, publicity or moral rights, or infringes upon any copyright, trade name or trademark. Licensee does not acquire, and shall not claim, any rights in the Content itself apart from the End Use. Unauthorized use of Content may constitute infringement of copyright and other applicable rights and shall entitle SOONImage to seek all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content. SOON in its sole discretion reserves the right to bill Licensee (and Licensee hereby agrees to pay) ten (10) times the license fee for any unauthorized use, or pursue any other fees, damages and penalties SOON may be entitled to under this Agreement and applicable law. The foregoing is not a limiting statement of SOONImage’ or its Content sources’ rights or remedies in connection with any unauthorized use of the Content or breach of the Agreement.

12. Payment/Reporting: Licensee hereby agrees to and is required to pay SOONImage for all Content that Licensee obtains, regardless of whether Licensee uses the Content unless cancelled pursuant to Section 14 below. Payment is due within thirty (30) days of the date the applicable Invoice is issued, or the date specified in the Invoice, whichever comes first. A late payment charge of one and one-half percent (1.5%) per month or the greatest amount allowed under applicable law may be added to any unpaid balance after thirty (30) days.

13. Taxes: All amounts due for the licensing of Content are reflected before any Applicable Sales Tax, for which Licensee is solely responsible. Applicable Sales Tax means any sales tax, use tax, value added tax, goods & services tax or any other similar tax computed on an ad valorem basis. SOONImage will add any Applicable Sales Tax to its invoice when required to do so.

14. Cancellation/Termination:

(a) By Licensee: If Licensee cancels any License within seven (7) days from the date of the Invoice, Licensee will be charged a fifty (US$50) dollar, fourty (EU€40) euros transaction fee per item of Content. If the cancellation notice is received more than seven (7) days, but less than thirty (30) days after the Invoice date, a cancellation fee equal to fifty percent (50%) of the amount of the Invoice will be charged. After thirty (30) days, no cancellations will be accepted and Licensee is responsible for and must pay the full amount of the Invoice. For any cancellations, Licensee must also pay any and all applicable service charges, production fees, processing and handling fees and shipping fees related to the cancelled Invoice. All Licenses applicable to the cancellation shall immediate terminate upon cancellation and no End Use may be made of the applicable Content. All cancellations are final.

(b) By SOON: If Licensee breaches any provision of this Agreement, and such breach remains uncured for fourteen (14) days after Licensee’s receipt of notice from SOONImage of such breach, this Agreement and the License to the Content will automatically terminate. Upon any termination of this Agreement for uncured breach, neither Licensee nor any other person or entity covered by the license granted to Licensee under this Agreement shall have any further right to make any use of the Content or the End Use.

15. Copies: At SOONImage’ reasonable request, Licensee shall provide to SOON free of charge one (1) copy of any End Use made of the Content as authorized hereunder to verify License compliance. In addition, upon consent by SOONImage, Licensee hereby allows SOON to use, without charge, Licensee’s End Use in displays and presentations for SOONImage’ marketing purposes, solely to demonstrate how Licensee has used the Content.

16. Storage of Content: In producing the End Use as authorized hereunder, Licensee shall limit access to the Content to those having a bona fide need to facilitate production or creation of any such authorized End Use. Upon termination and/or expiration of the License, Licensee agrees to cease use of all Content and shall promptly delete or destroy any digital copies. SOONImage (Jenuary 2013)

17. Footage-Specific Content (Footage Type): All Footage is licensed by the “cut” unless specifically noted. A “cut” shall be defined as one continuous scene from camera start to camera stop. All “cuts” are licensed at a per second charge with a ten second minimum charge per “cut”. Any multiple uses of any “cut”, splitting of any “cut”; or speeding, slowing or freezing of any “cut” is subject to additional charges. If the Footage is licensed by the “second” instead of by the “cut”, Licensee shall pay for the actual running time of the Footage. Any duplicate usage of the Footage, freeze frames, or slow motion shall be calculated at the actual on-screen running time of the Footage. All Footage licensed by the “second” may be subject to minimums based upon the agreed per second rate.

18. Protection of Content: If use of Content is permitted on the Internet, or any other online or interactive media, Licensee shall use commercially reasonable efforts to protect the Content to ensure that it cannot be copied, and in the case of Footage, ensure that it remains in the linear production for which it was licensed and cannot be searched by shot and downloaded in broadcast or substantially comparable quality.

19. Credit Line and Copyright Notice: In the case of Images, for editorial uses, Licensee shall include a copyright notice and credit adjacent to each Image, or in a manner consistent with industry standards, (in the format: “© photographer’s name/SOONImage” or as specified on the Content Specific Web Page) with each publicly distributed Image. Receiving credit is a material aspect of the Agreement for SOONImage. For commercial uses, Licensee agrees to include the credit described above when such crediting is customary and appropriate. In the case of Footage, Licensee shall provide copyright attributions to SOONImage in the production, and on-screen credits as specified in the invoice, equal in all respects to any credit accorded to any other provider of comparable services.

20. Trademarks: Except for credits as required above, neither party may use the other party’s trademarks or service marks without such party’s prior written consent.

21. Choice of Law / Jurisdiction / Attorneys’ Fees: This Agreement, any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties and the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York, and by Titles 15, 17 and 35 of the U.S.C., as amended, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, New York, regardless of conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between SOONImage and Licensee for breach of this Agreement the prevailing party shall be entitled to recover its reasonable attorneys’ fees.

22. Confidentiality: During this Agreement, one party (“Disclosing Party”) may provide the other (“Receiving Party”) with certain pricing, technical, marketing and other confidential information. The Receiving Party agrees to maintain the confidentiality of any Confidential Information shall not use or disclose the same without the prior written consent of Disclosing Party. “Confidential information” includes any information that is either designated as confidential by Disclosing Party or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.

23. Survival: Sections 1, 2, 3(a), 4-9, 12-16, and 18 - 24 shall survive termination or expiration of the Agreement.

24. Miscellaneous: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of SOONImage, provided that no purchase order or similar document issued by Licensee shall modify this Agreement even if signed by SOONImage. If either party’s performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, acts of terrorism, flood, fire, explosion, other act of nature, the public enemy, or any other matter not within such party’s reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that Licensee may not assign or transfer this Agreement without SOONImage’ prior written consent.­



SOONImage Privacy Policy

Updated on 01/01/2013

At SOON, we understand and respect your concern about the privacy of any information you supply while at our web site. We believe that knowledge is the key to monitoring and protecting how your information is used on the Internet. This statement sets forth our Privacy Policy and describes the practice we follow with respect to all visitors to this web site, which is owned and operated by SOONImage.

If you have any questions regarding this privacy statement please do not hesitate to contact us. Email your questions to info@soonimage.com.

Please note that by agreeing to SOONIMage’ Privacy Policy and providing your personally identifiable information you consent to:

·       the use of your personal information by SOON and its parent, affiliates and subsidiaries for the uses identified in the Section entitled “Personal Information,” in accordance with this Privacy Policy; and

·       the transfer of your information to servers located in SPAIN.


Children

Children (persons under the age of 18) are not eligible to use this Web Site unsupervised and we ask that children do not register for an account or submit any personal information to us. By using this Web Site unsupervised and/or registering for an account, you warrant that you are 18 years of age or older.


Personal Information

SOONImage collects certain personal information from users of this Web Site. To create user accounts, authorised users must provide certain contact and account information such as name, email address, billing address, and phone number in order to access, license and download images. SOONImage may use certain account information such as credit or debit card number and company information of authorised users to conduct credit inquiries. SOONImage may use this information for the following purposes:

·       to process your order and any invoices;

·       to maintain or update your SOONImage account;

·       to send you updates about special offers, new services, special promotions, and noteworthy news and events;

·       to fulfill the terms of a promotion or contest;

·       to fulfill a service to you, for example, if you choose to submit content to the Web Site, we may use your personal information to respond to your submission;

·       to contact you in response to forms such as “Contact Us” or emailed requests;

·       to contact you about a material change to this Privacy Policy or Site Usage Agreement, if necessary;

·       to comply with the law or in the good faith belief that such action is necessary in order to conform with the requirements of the law or to comply with legal process served on us; and

·       to disclose to third parties as part of any corporate reorganisation process, including, but not limited to mergers, acquisitions and sales of all or substantially all of our assets, or in the event of bankruptcy.

SOONImage may also share or disclose your personally identifiable information that is collected on the Web Site to SOON’ parent and affiliated companies who require your personally identifiable information for research, administrative and/or internal business purposes. These parties may use such information to contact you with an advertisement or offering related to a product or services.

Except as specifically set forth in this Privacy Policy, SOONImage does not sell, share or rent information about its customers to third parties for their marketing or promotional purposes.

SOONImage will retain your personally identifiable information for as long as commercially reasonable to carry out our business purpose, or as long as legally required.


Lightbox Referral

If you use our referral service for informing a friend about our Web Site, or inviting a friend to view your lightbox, we will ask you for the friend's name and email address. SOONImage will automatically send your friend a one-time email inviting him or her to visit the Web Site. SOONImage does not retain this information.


Profile Information

Your profile information (such as company type and language preference) in the registration form is used by SOONImage to create personalised content, services, and advertising on the Web Site. SOONImage may also profile your Web Site activity in order to accurately track your account and provide you with SOONImage products and services that correspond to your interests. SOONImage may also compile data in aggregate form so that we may better understand the users that are visiting our Web Site. For example, we may produce reports on the most popular search terms by collecting general search term data based on individual searches. Aggregate data is anonymous and does not contain any personal information that identifies a user. SOONImage may provide non-identifying and aggregate usage and volume statistical information from our Web Site users to third parties for their audit, research and analytical purposes.


Automatically Collected Information

As is true of most web sites, when you access and use the Web Site, we gather certain information automatically. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data.

We use this information, which does not identify individual users, to analyse trends, to administer the Web Site, to track users' movements around the Web Site and to gather demographic information about our user base as a whole.

If you are logged into your user account, we are able to link this automatically collected data to such account, including sales history. IP addresses are tied to geographic information to segregate customer location for analytical purposes.


Use of Service Providers

We occasionally hire or partner with other companies to provide limited services on our behalf, such as managing and handling the processing and delivery of mailings (both email and postal mail), providing customer support, processing transactions, or performing statistical analysis of our services. We will only provide those companies the personal information they need to deliver the service. They are required to maintain the confidentiality of your information and are prohibited from using that information for any other purpose.


Change of Address or Contact Information

If your personally identifiable information changes, or if you no longer desire our service, you may correct, update, or delete inaccuracies in your information by making the change through the "Customer Service" page of our Web Site, by emailing our Customer Support at service@soonimage.com, or by contacting us by telephone or postal mail at the contact information listed below. Your request will be processed and implemented within thirty (30) days.


 
Cookies

When you visit the Web Site, SOONImage sends your computer a cookie, which is a small file that resides on your computer's hard drive and contains non-personally identifiable information about the user. Cookies only identify the user's computer. Cookies allow SOONImage to make its website more useful by storing information about your preferences. For example, SOONImage will send your computer a cookie to maintain default settings such as your language preference. You can set your browser's options not to accept cookies, but this may prevent you from accessing all of the features of the website.


Email

SOONImage does not rent, share or sell email lists to third parties for their promotional purposes. SOONImage may send you email to notify you about your recent order; this will be sent to the email address you provide to SOONImage.

SOON offers its members the choice to not receive emails or updates about special benefits, promotions, or offers from SOONImage. If you no longer wish to receive these updates, or you wish to unsubscribe from your SOONImage account please complete the Contact Us form on the Web Site and let us know in the comments section that you would like to be removed from the mailing list.

If you no longer wish to receive our promotional communications, you may opt-out of receiving them by following the instructions included in each communication (e.g. following the unsubscribe instructions within the email) or you may contact us at service@soonimage.com, or telephone us at +34 600792840 or +34 620993836, to opt out.


Surveys, Promotions, and Contests

Participation in surveys, promotions, or contests on the Web Site is completely voluntary and the user therefore has a choice whether or not to disclose personal information. Information requested may include contact information (such as name and shipping address), and demographic information (such as zip code). Contact information will be used to notify the winners and award promotional gifts or prizes. Survey information will be used for the purposes of monitoring or improving the use of the Web Site.


Discussion Threads

SOONImage may offer discussion threads and comment boxes on the Web Site. If you use SOON' discussion threads or comment boxes, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information you choose to submit in these discussion threads.


Links

Please be aware that the Web Site may contain links to other sites that are covered by their own privacy policies. SOON is not responsible for the privacy practices of such other sites and we encourage our users to be aware when they leave our site. We recommend that our users read the privacy statements of each and every web site that collects personally identifiable information.


Changes to SOONImage' Online Privacy Policy

SOONImage reserves the right to change our online Privacy Policy and modify this privacy statement at any time, so please review it frequently. If we decide to make any material changes to our privacy statement, we will notify you via email or by posting a prominent notice on our Web Site including the home page and other places we deem appropriate, at least thirty (30) days prior to implementing the change so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. You will have a choice as to whether or not we use your information in this different manner.


Legal Disclaimer

We may disclose personal information when required by law or in the good-faith belief that such action is necessary in order to conform to the edicts of the law or to comply with a legal process served on our Web Site.

If you have any questions about SOONImage' Privacy Policy or concerns about personal information you have supplied to SOONImage, please contact SOONImage Customer Service at service@soonimage.com: or call +34 600792840 or +34 620993836. You may also write to us at the address listed below:

 

SOONImage

 


 


Site Usage Agreement

PLEASE READ THIS CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND SOONIMAGE (“SOON”). By using the SOON web site (“Site”) and/or downloading any content or activating your account on the Community Pages (as defined below), you agree to be bound by and comply with this Site Usage Agreement (“Agreement”). If you do not wish to be bound by this Agreement, do not use this Site.

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS OF LIABILITY AND EXCLUSIONS, YOUR INDEMNIFICATION OBLIGATION AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.


This Agreement applies to you, and if you are using this Site on your employer’s behalf, to you and your employer. SOONImage reserves the right to change this Agreement from time to time at its sole discretion, and your use of the Site will be subject to the most current version posted on the Site at the time of your use. If you are acting within the scope of your employment as an employee, contractor, or agent of another party, you warrant that such party has full knowledge of your actions and has consented thereto.

This Agreement is in addition to your obligations under the applicable SOONImage Content License Agreement (if any). In the event of any conflict between this Agreement and the SOONImage Content Licence Agreement, the SOONImage Content Licence Agreement will control as to the conflicting terms. If you are unsure of your rights or obligations under this Agreement, please contact Customer Service by e-mail at service@soonimage.com.

Permitted Use of this Site

This Site is owned and operated by SOON. All images, audio, video and related informational materials in any medium furnished by SOON hereunder, including related text, captions, or information (collectively referred to as “Content”), is owned by SOON or our licensors and is protected by EEUU and international copyright laws, trade dress, moral rights, and other intellectual property rights. Except as explicitly permitted under this Agreement or the applicable SOONImage’ Content License Agreement (if any), no portion or element of this Site or its Content may be copied or retransmitted via any means and all related rights shall remain the exclusive property of SOONImage

FOR THE PROTECTION OF SOONIMAGE AND ITS IMAGE SOURCES AND OTHER LICENSORS, CONTENT MAY BE VISIBLY, INVISIBLY, OR ELECTRONICALLY WATERMARKED AND MAY INCLUDE THE USE OF DIGITAL RIGHTS MANAGEMENT SYSTEM TECHNOLOGY WITHIN CONTENT. SUCH TECHNOLOGY MAY PERMIT ONLINE CRAWLING OR TRACKING OF CONTENT OBTAINED FROM SOONIMAGE AND/OR OTHER METHODS OF PROTECTING, MONITORING, OR TRACKING THE UNAUTHORISED USE OF THE CONTENT (“RIGHTS MANAGEMENT SYSTEMS (RMS))”. If you do not consent to SOONImage’ use of RMS, do not use the Site or any Content found therein. You shall not knowingly disable any such technology or tool. You may not remove any copyright or other proprietary notices contained in the Content, caption information, or any other material on this Site. Additionally, unless authorized by SOONImage in writing, you may not:

i.         deep link or employ software or any automatic device, technology or algorithm, to “crawl,” “scrape,” search or monitor the Site and/or retrieve or copy Content or related information;

ii.         violate the mechanical restrictions of the Site, or bypass other measures employed to prevent or limit access to the Site or Content by hacking or other means;

iii.         copy, redirect, or exploit the Site or any Content;

iv.         probe, scan, or test the vulnerability of the Site or of the network supporting the Site, or seek information on visitors to the Site or personal information of SOONImage’ customers; or

v.         use any device, software or routine that would interfere with the proper functioning of the Site, or any transaction conducted via the Site.

Your use of this Site and any Content shall comply with all applicable law. SOONImage reserves the right, in its sole discretion, to revoke your authorisation to view, download and use the Content and information available on the Site at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from SOONImage. SOON may also restrict or remove Content from the Site for any reason, and you agree to immediately discontinue all use of the Content upon notification from SOON. Additionally, you are responsible for backing up your data and any Content you have licensed from the Site, and SOON provides no warranty or guarantee that Content you have licensed will be available from the Site.

Unauthorised use of Content constitutes infringement of copyright and other applicable rights and shall entitle SOONImage to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content. SOONImage in its sole discretion reserves the right to bill You (and You hereby agree to pay) ten (10) times the license fee for any unauthorised use, in addition to any other fees, damages and penalties SOON may be entitled to under this Agreement, any applicable SOONImage Content License Agreement and applicable law. The foregoing is not a limiting statement of SOON’ or its Content sources’ rights or remedies in connection with any unauthorised use of the Content, breach of the Agreement, or SOONImage Content License Agreement.

Despite our efforts to provide accurate information, this Site may contain technical or other mistakes, inaccuracies or typographical errors. Additionally, this Site and its Content may include historically and culturally important images and text that may contain subjects that reflect the social attitudes and circumstances of a particular time or location. You should be aware that your search may display results containing content that may seem inappropriate to its context, or text that could be potentially offensive. You are solely responsible for determining whether your use of any Content requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by SOONImage. If you are unsure whether additional third-party rights are needed for your use, you are responsible for consulting with competent rights management professionals or legal counsel.

Privacy

SOONImage’ Privacy Policy applies to use of this Site, and its terms and conditions are made part of this Agreement by reference. Please consult SOONImage’ Privacy Policy for specific information on SOON policies for use of your personal information. You understand that any message or information sent to the Site may be viewed or intercepted by third parties, even if there is a special notice that the information (e.g., financial information) is encrypted.

Please note that if you use SOON’ Community Pages, including blogs and discussion threads described further below, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information you choose to submit in these pages. You may, at any time, request access to, correct and delete personal information about you stored by SOONImage with respect to these Community Pages by contacting us directly.

Registering for a SOONImage Account

Registration with SOON grants you certain privileges. For example, if you have registered for a SOON account and SOON has approved your registration, you may be able to access Content without a visible watermark. In applying for a SOON account, you agree to furnish true and accurate information. SOON reserves sole discretion over whether to grant you an account, and you agree to access the authorised sections of the Site and your account only by using the account number and password supplied to you by SOONImage. You are responsible for maintaining the confidentiality of your account number and/or password, if applicable, and you shall not distribute this access information or allow others to use this access information to gain access to this Site. You agree to take reasonable steps to prevent others from obtaining your access information and to notify SOON of any unauthorised access or need to update or remove access for any of your employees or agents. You shall be liable for payment for all Content downloaded by others using your account, with or without your permission or knowledge prior to the time that you notify SOONImage of any unauthorised use. You acknowledge and agree that you are responsible for damages and repercussions resulting from all uses of your account, whether actually or expressly authorised by you. You further acknowledge and agree that you will be responsible for each and every access, use or enjoyment of the Content that occurs in conjunction with the account and password given to you by SOONImage, and that SOONImage is authorised to accept the account information and password as conclusive evidence that you have accessed, utilised, or otherwise enjoyed the Content.

If you suspect you are being impersonated, contact us immediately. SOONImage reserves the right to disclose any information, including registration data, in order to comply with any applicable laws and/or government requests for the protection of SOONImage and its members.

SOON cannot and will not be liable for any loss or damage arising from your failure to follow these obligations. You agree that you shall not acquire any rights of use, ownership, or bailment as a result of using any SOONImage account or Site or related services.

Children

Minors and children (persons under the age of 18) are not eligible to use this Site unsupervised and we ask that minors and children do not register for an account or submit any personal information to us. By using this Site unsupervised, and/or registering for an account, you warrant that you are 18 years of age or older.

Limited License for Comp Usage

Conditioned on your compliance with this Agreement, SOONImage grants you a limited license to download Content consisting of images solely for evaluating whether you wish to purchase a licence to the image according to SOONImage Content License Agreement applicable to your use (“Comps”). If you are not a registered user, your Comp licence covers only visibly watermarked Content, and does not entitle you to download Content which does not contain a visible watermark. You may use Comps solely for your internal evaluation and for no longer than sixty (60) days from the date of download solely to determine whether you intend to obtain a non-Comp licence for the Content. You may not use a Comp image in any final materials distributed within your company or any materials distributed outside of your company or to the public or in any online or other electronic distribution system. Except for this limited, internal testing and sample use, SOON grants you no other rights, and you may not copy, distribute, publish, display, sublicense, make available, or otherwise use in any way the comp outside the scope of this Agreement. To access images without a visible watermark, you must register for a SOONImage account.

SOON may immediately terminate any licences granted to you without notice if you fail to comply with any provision of this agreement or with the SOONImage Content Licence Agreement applicable to your use. If a licence is terminated, you agree to immediately (i) stop using this Site and the Content and (ii) delete all Content and all copies from all magnetic media and destroy all other copies, or, at SOON’ request, return all such copies to SOONImage.

SOONImage Trademarks

You may not use the trademarks or service marks of SOONImage without SOONImage’ prior written consent. “SOON,” and the SOONImage logo, among others, are trademarks of SOONImage , or one of its subsidiaries. Other product and company names mentioned on the Site are trademarks of their respective owners.

Indemnification

You agree to indemnify and hold harmless SOONImage and its Content sources, officers, directors, employees, contractors, subsidiaries, joint ventures, licensors and licensees against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) Your breach of any terms, conditions or restrictions of this Agreement, (ii) Your use or modification of any Content, or combination of any Content, with any text or other content, (iii) Your failure to obtain from third parties all permissions necessary to use the Content,; and (iv) any act or failure to act by you or any of your employees, contractors, employers, agents, clients, principals, or users and (v) any claims arising out of Content you supply via the Community Pages.

Disclaimers and Limitation of Liability

SOONImage PROVIDES YOU WITH THE SITE AND CONTENT ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. YOU UNDERSTAND AND AGREE THAT THE USE OF THE CONTENT IS AT YOUR SOLE RISK.

SOONImage MAKES NO REPRESENTATIONS WITH RESPECT TO ANY CONTENT, INCLUDING PRODUCTS, SERVICES AND SOFTWARE AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE), INCLUDING WITHOUT LIMITATION, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, AVAILABILITY, EFFECTIVENESS, NON-INFRINGEMENT, SECURITY, PRIVACY, TITLE, USEFULNESS, SUITABILITY, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, SOONImage MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) WILL BE SATISFACTORY TO YOUR NEEDS, MEET YOUR EXPECTATIONS, OR BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR FREE FROM ERRORS.

EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER SOONImage NOR ANY SOONImage SUBSIDIARY, SUCCESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, LICENSOR OR LICENSEE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, CONTENT OR THIS SITE, AND YOUR RIGHTS UNDER ANY PROVISION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE CONTENT OR THIS SITE, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.

SOONImage, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) PROVIDED THEREIN, OR ARISING OUT OF OR RELATING TO THE USE OF ANY SITE LINKED HERETO AND/OR EVENTS BEYOND THE REASONABLE CONTROL OF SOONImage, INCLUDING VIRUSES, FAILED OR UNDELIVERED MESSAGES, THE CORRUPTION OF DATA, TRANSMISSION ERRORS, INTERNET SERVICE PROVIDERS, LINKS TO AND THIRD PARTY SITES AND THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST OPPORTUNITIES, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGE, EVEN IF SOONImage IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR OF A CLAIM BY ANOTHER PARTY.

ALTHOUGH SOONImage TAKES PRECAUTIONS TO PROTECT PERSONAL AND CONFIDENTIAL INFORMATION, THERE IS NO GUARANTEE, AND SOONImage MAKES NO REPRESENTATION OR WARRANTY, THAT PERSONAL AND CONFIDENTIAL INFORMATION TRANSMITTED TO OR FROM OR STORED ON THE SITE, OR TRANSMITTED OVER THE INTERNET GENERALLY, WILL BE MAINTAINED CONFIDENTIAL AND SECURE. SOONImage ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF PERSONAL OR CONFIDENTIAL INFORMATION PROVIDED BY YOU TO SOONImage, UNLESS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND SOONImage.

SOONImage, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS AND EMPLOYEES CUMULATIVE TOTAL LIABILITY FOR ANY DAMAGE OR LOSS THAT YOU MAY SUFFER FROM ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU TO SOONImage IMMEDIATELY PRECEDING THE TIME THAT THE DAMAGES OR LOSS FIRST OCCURRED. YOU ACKNOWLEDGE THAT SOONImage’ PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED IN THIS AGREEMENT. IN NO EVENT WILL SOONImage’ TOTAL MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM USE OF THE SITE EXCEED $500.00 (€420).

Third Party Links

As a convenience, our Site may link to other sites that may be of interest to you but are not under SOONImage’ control. These links do not imply endorsement by SOONImage and we are not responsible for the availability of or the content contained in any linked site.

Notification of Copyright Infringement

SOONImage may terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Site, send SOONImage’ copyright agent a notice containing: (i) a physical or electronic signature of the copyright owner or person authorised to act on behalf of the copyright owner; (ii) a description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) information sufficient to permit SOONImage to contact you, such as your physical address, phone number, and email address; (v) a statement that you have a good faith belief that the use of the material you identified is not authorised by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorised to act on the copyright owner’s behalf.

SOONImage’ copyright agent for notice of claims of copyright infringement can be reached at the follow link:

mailto: legal@soonimage.com

Choice of Law / Jurisdiction / Attorneys’ Fees

Any dispute regarding this Agreement shall be governed by the laws of SPAIN, as amended. The parties agree to accept the exclusive jurisdiction of the statein SPAIN, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement, as well as any other documents relating hereto, including notices, has been and shall be written in the Spanish language. (This copy in the [insert language] language is for courtesy and the English version of this contract will prevail over this courtesy translations). In any dispute between SOONImage and you, SOONImage shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, and other legal expenses from you.

Miscellaneous

You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This Agreement (along with SOONImage’ Privacy Policy, the terms for the Community Pages (if separately agreed to), and the SOONImage Content Licence Agreement, if applicable) constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. No action of SOONImage, other than the express or written waiver or amendment, may be construed as a waiver or amendment of this Agreement. This Agreement shall not be modified except by a written agreement signed by duly authorised representatives of SOONImage, provided that no purchase order or similar document issued by you shall modify this Agreement, even if signed by SOONImage. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without SOONImage’ prior written consent.

User Acknowledgements

You acknowledge and agree that inherent in the procurement, compiling, collecting, interpreting, reporting, communicating, delivering and inputting digitally of the Content, there will be a degree of error which cannot be avoided even with standards of quality control which exceed industry standards. You further acknowledge that Third Party Content and User Content are provided by third parties and that SOONImage cannot control such Content.

The following constitute violations of this Agreement and may result in immediate termination or suspension of your account:

·       any use of the Site or any Content for illegal purposes, or in support of illegal activities. SOON reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing;

·       harming, or attempt to harm, minors in any way, including, but not limited to child pornography;

·       transmitting any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property, or that harasses another;

·       making fraudulent offers to sell or buy products, items, or services (including Content), or to advance any type of financial scam such as "pyramid schemes," "ponzi schemes," and "chain letters";

·       adding, removing or modifying identifying network header information in an effort to deceive or mislead, or attempting to impersonate any person by using forged headers or other identifying information;

·       transmitting any unsolicited commercial or unsolicited bulk e-mail, or malicious intent to impede another person's use of electronic mail services or news, or forging any message header, in part or whole, of any electronic transmission, originating or passing through the SOON service;

·       accessing, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of SOONImage’ or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data;

·       transmitting any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorised copying of copyrighted material, the digitisation and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorised transmittal of copyrighted software;

·       collecting, or attempt to collect, personal information about third parties without their knowledge or consent in violation of any applicable statute or ordinance;

·       any activity that affects the ability of other people or systems to use SOONImage Services or the Internet. This includes "denial of service" (DOS) attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited;

·       any knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it;

·       intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems, or use of software or any device that would facilitate a continued connection, i.e. pinging, while using SOONImage services;

·       reselling or giving away free access to SOONImage services or resources.

 

Restricted Access

You agree that you will not attempt to enter restricted areas of SOONImage’ computer system or perform functions that you are not authorised to perform pursuant to this Agreement. SOON may, without notice, temporarily or permanently suspend your access to the Site and the Content by deactivating your account or password if SOON reasonably suspects that you are using the account or password to obtain unauthorised access to SOONImage’ other systems or information, or are using the account or password in any other inappropriate manner. These suspensions will be for a period of time necessary to permit the thorough investigation of such suspended activity. SOONImage may terminate this Agreement immediately without notice if it is determined that you have undertaken such unauthorized activity or if such unusual activity cannot be reasonably explained.

Termination of this Agreement

This Agreement is effective until terminated by SOONImage, in its sole and absolute discretion. SOON may terminate this Agreement with or without notice to you and will do so if you use or attempt to use the Site or the Content therein in any manner contrary to the terms of this Agreement. Any such termination by SOON shall be in addition to and without prejudice to such rights and remedies as may be available to SOON, including the suspension or termination of your account or password and injunctive relief enjoining such acts or attempts, it being acknowledged by you that other legal remedies are inadequate. The, Disclaimer of Warranties, Limitation of Liability, Indemnification, Termination and Choice of Law provisions of this Agreement shall survive the termination or expiry of this Agreement.

International Users

The Site is controlled, operated, and administered by SOONImage from its offices within SPAIN. The Site can be accessed from countries around the world and may contain references to Content, including products and services, that are not available in your country. These references do not imply that SOONImage intends to market, promote, or distribute such Content, including products and services, in your country. If you access the Site from a location outside SPAIN, you are responsible for compliance with all local laws.