LEGEAL TERMS
Membership Agreement
MEMBERSHIP CONTRACT General Provisions 1. This Contract governs your membership in the OnNigeria images community, your special access to the OnNigeria images web site and your right to upload and download (subject to having the necessary credits) photographs, illustrations and other material from the Site. 2. OnNigeria images reserves the right to change or modify all or any part of this contract at any time, effective immediately upon posting on the site. Your continued use of your membership confirms your acceptance of the terms and conditions in this contract, including any changes or modifications made by OnNigeria images. If at any time the terms and conditions of this Contract are no longer acceptable to you, you must immediately close the membership on the site. Use of Content 3. The site contains information, data files and other materials (collectively the “Content”) which is protected by copyright, trademark or other proprietary rights of OnNigeria images or other third parties (including other members). 4. You may only download data files in accordance with the terms of the Royalty Free License Contract. You may not publish, display, distribute, transmit, transfer, sell, copy, modify, create derivative works from, or exploit any content, except as expressly permitted in this Contract and the Content License Contract. You may post on the site any Data Files that you own, subject to the terms of the Upload Contract. Restrictions on Posting 5. You shall not post anything on the site which is: (i) libelous, defamatory, abusive, threatening, pornographic, or obscene; (ii) contains viruses, Trojan horses, worms, malicious script or other contaminating or destructive features; (iii) violates third party rights, including any copyright, trademark, patent, trade secret or right of privacy; or (iv) violates any applicable law. Management of Data Files 6. OnNigeria images cannot review all Data Files uploaded by Members on the Site and is not responsible for the content of such Data Files. OnNigeria images reserves the right to delete, move or edit any Data File that it thinks does or may violate this Contract or is otherwise unacceptable. You remain solely responsible for all Data Files uploaded under your member name. OnNigeria images may, in its discretion, correct errors or omissions in any Data Files. No Representation 7. OnNigeria images does not represent the reliability of any Data File that you may download and any reliance by you upon such Data File is at your own risk. Indemnification 8. You agree to indemnify, defend and hold OnNigeria images, and its officers, directors, owners, agents, and licensors (collectively, the ” OnNigeria images Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including legal fees) incurred by any OnNigeria images Party resulting from: (i) any use or alleged use of the OnNigeria images web site under your member name by any person, whether or not authorized by you; (ii) any Data File uploaded under your member name; or (iii) any breach of your warranties which are contained in this Contract. OnNigeria images reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case you agree to cooperate with OnNigeria images ‘ defense of such claim. Cancellation of Service 9. OnNigeria images reserves the right to restrict, suspend or cancel your Membership at any time for any reason without prior notice or liability. OnNigeria images may change or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 10. NEITHER OnNigeria images NOR ANY PROVIDER OF DATA FILES OR THEIR RESPECTIVE AGENTS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES OnNigeria images, ANY THIRD PARTY PROVIDER OF DATA FILES OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE DATA FILES. THE SITE AND THE DATA FILES ARE DISTRIBUTED ON AN “AS IS, WHERE IS, AS AVAILABLE” BASIS. NEITHER OnNigeria images, THIRD PARTY DATA FILE PROVIDERS, NOR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY DATA FILES DOWNLOADED THROUGH THE SITE. NEITHER OnNigeria images NOR ANY THIRD PARTY DATA FILE PROVIDER WARRANTS THAT ANY DATA FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND ANY DATA FILES DOWNLOADED BY YOU IS YOURS. NEITHER OnNigeria images, ANY THIRD PARTY DATA FILE PROVIDER NOR THEIR AGENTS SHALL BE LIABLE FOR ANY ACT, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Miscellaneous 11. You specifically agree and acknowledge that you have, in addition to the terms of this Contract, reviewed the terms of the Content Licence Contract, the Upload Contract and any other contracts which may be incorporated by reference therein. You further acknowledge that you agree to be bound by the terms of such agreements.
Download Agreement
CONTENT LICENSE CONTRACT This Contract is between you and OnNigeria images (also sometimes referred to herein as ”we”, ”us” and ”our”). By downloading Content (as defined below) from this website, you agree to be bound by the terms of this contract with respect to such Content. Do not download Content if you do not accept these terms. This is a license, not a sale. You are permitted to use Content. We or our Members continue to own the intellectual property rights in the Content. Third parties who wish to use any Content must download it from the OnNigeria images website themselves. 1. This Contract governs your use of OnNigeria images’ Content (namely, the photographic images, illustrations, or other material that you download from the OnNigeria images website in conjunction with entering into this Contract (”Content”)). 2. You are hereby granted a perpetual, non-exclusive, non-transferable license to use Content on the terms and conditions contained in this Contract. You may only engage in expressly permitted activity with respect to Content. All other rights in and to the Content and accompanying materials, including, all intellectual property rights relating thereto, are retained by OnNigeria images or its Members, as the case may be. ALLOWED USES: 3. You may: (a) use Content in only one location; (b) physically transfer any Content and its archives from one location to another, provided that it may only be used in one location at a time; (c) keep a single copy of Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy; (d) use any Content in the following applications: (i) advertising and promotional collateral and printed materials; (ii) online or electronic publications, including web pages to a maximum of 640 x 480 pixels @ 72 dpi; (iii) prints and reproductions for personal use; (e) create a Derivative Work (namely an original work within the meaning of the Copyright Act (Nigeria) which incorporates but is not substantially similar to the Content) by incorporating the Content into your own work; (f) use a Derivative Work in the same manner as permitted in section 3(d) above, and in items for resale; and (g) transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall have no further rights to use the Content. PROHIBITED USES: 4. You may not provide a copy of Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. You may not do anything with Content that is not expressly permitted. You may not: (a) use any Content in design template applications for multiple sale; (b) display any Content on websites designed to induce sales of ”print on demand” products, including postcards, mugs, t-shirts, posters and other items; (c) use Content in any posters or other items for multiple sale; (d) use Content or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo; (e) incorporate Content in any product that results in a redistribution of the Content; (f) use Content in a fashion that may be considered to be pornographic, obscene, defamatory or libelous in nature; (g) use any image in the Content that depicts a person to endorse a business, product or service; (h) use any image in the Content that depicts a person in a potentially sensitive subject matter; (i) if source code is contained within the Content or accompanying materials, reverse engineer, decompile, or disassemble any part of the source code; (j) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears in the Content or its accompanying materials; (k) sub-license, sell, rent, lend, or otherwise distribute any Content; (l) post a copy of any Content on a network server or web server for use by other users; or (m) transfer the rights to any Content or accompanying materials, except as specifically provided for in this Contract. ADDITIONAL ROYALTY: 5. You agree that in the event that you or a Related Party (as defined in the Income Tax Act (Nigeria)) either individually or in combination reproduce the Content, or any part thereof, in excess of 100,000 times, you will pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 100,000 reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites. 6. You agree to notify OnNigeria images in the event that you (or a combination of you and Related Parties) reproduce any Content, or any part thereof, in excess of 100,000 times. Such notice must be sent to OnNigeria images every month in which the Content, or any part thereof, which you have reproduced over the term of this Contract in excess of 100,000 times is reproduced. Each such notice must contain the number of reproductions made in a particular month, provided that when you send the first such notice to OnNigeria images you need only disclose those reproductions made in combination by you and Related Parties which are in excess of 100,000. 7. OnNigeria images will invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt. TERM: 8. This Contract is effective until terminated. You can terminate this Contract by destroying the Content, and any related Derivative Works, and any copies of it or accompanying materials, and ceasing to use the Content, and any Derivative Works related thereto. This Contract will also terminate upon your failure to comply with the terms herein. You agree, upon termination of this Contract, to destroy all copies of any Content, and any related Derivative Works, to cease using the Content, and any related Derivative Works, and to confirm to OnNigeria images in writing that you have complied with these conditions. 9. Termination of this Contract does not relieve you of your responsibilities to pay any amounts due to OnNigeria images or your obligations not to use the Content, or any related Derivative Works, other than as permitted under this Contract. REPRESENTATIONS AND WARRANTIES: 10. The OnNigeria images website acts as an exchange of Content between those who provide Content to the website (our Members) and those who wish to use such Content. Accordingly, OnNigeria images makes no representation or warranty that any Content provided is royalty free. 11. Statements regarding any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the party who provided the Content to our website. 12. THE CONTENT AND ANY ACCOMPANYING MATERIALS ARE PROVIDED ”AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. OnNigeria images DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT ARE YOURS. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT OnNigeria images) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS. LIMITATION OF REMEDIES & LIABILITY: 13. OnNigeria images’ entire liability and your exclusive remedy, with respect to any claims arising out of your use of Content or accompanying material, or out of your actions in downloading Content, are as follows: (a) You may, upon request to OnNigeria images, be permitted to download the Content again, at a location OnNigeria images will provide for you; (b) If you continue to be unable to download the Content, OnNigeria images will refund the fee actually paid by you in respect of the use of such Content, provided OnNigeria images determines that you have been unable to download such Content successfully. 14. IN NO EVENT SHALL OnNigeria images OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. 15. THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OF THE CONTENT IN ANY MANNER WHATSOEVER IS TO BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO OnNigeria images UNDER THIS CONTRACT IN RESPECT OF THE USE OF THE CONTENT. INDEMNIFICATION: 16. You agree to indemnify and hold OnNigeria images harmless against all claims or liability asserted against OnNigeria images arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Contract. GENERAL: 17. If any provision or part of this Contract is unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. 18. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the lic
Upload Agreement
This is a Contract between any Member intending to upload data onto the OnNigeria images website (the ”Supplier”) and OnNigeria images. By uploading a photograph, illustration, or code snippet (”Data File”) the Supplier understands that he or she agrees to be bound by the terms of this Contract. Copyright OnNigeria images prohibits any Data File or any other material that infringes on any patent, trademark, copyright, trade secret, right of privacy, or any other applicable law or proprietary right to be uploaded to its website located at www.onnigeria.com By uploading his or her Data File, the Supplier warrants that he or she owns all proprietary rights, including copyright, in and to the Data File. To the extent that the Data File contains images of people or persons, the Supplier also represents and warrants that he or she has obtained a model release in substantially the same form as attached hereto as Schedule ”A”. The Supplier hereby grants OnNigeria images a non-exclusive licence to post the Data File on the web site located at www.onnigeria.com and further grants OnNigeria images the right to sub-license such Data File to members of OnNigeria images in accordance with the terms of the OnNigeria images Content Licence Contract, a copy of which the Supplier acknowledges having reviewed and agreed to. It is agreed that all rights, including title and copyright, in and to the uploaded Data Files is retained by the Supplier, and that no title or copyright transfers or is granted to OnNigeria images or any third party. The Supplier acknowledges that no monetary or financial compensation is owed or required to be paid to the Supplier by OnNigeria images or any of its directors, officers, employees, partners, agents or members for the rights granted herein by the Supplier. Notwithstanding the foregoing, OnNigeria images currently acknowledges that its policy is to provide certain payments to the Supplier whenever a Data File uploaded by the Supplier is downloaded, and the parties agree that OnNigeria images may amend such policy as reasonable business objectives may from time to time require. The Supplier agrees that neither OnNigeria images nor any of its directors, officers, employees, partners or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use, the Data File. The Supplier further acknowledges that he or she is legally responsible for any challenges made by a third party regarding copyright in the Data File. Indemnification The Supplier agrees to indemnify, defend and hold OnNigeria images and its officers, directors, owners, agents, information providers and licensors (collectively, the ” OnNigeria images Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys’ fees) incurred by any OnNigeria images Party in connection with: (i) any use or alleged use of the OnNigeria images web site under the Supplier’s member name by any person, whether or not authorized by the Supplier; (ii) any Data File uploaded under the Supplier’s member name; or (iii) any breach of the Supplier’s Warranties contained in this Contract. OnNigeria images reserves the right, at the Supplier’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Supplier, and in such case, the Supplier agrees to cooperate with OnNigeria images defence of such claim. Warranties The Supplier warrants that he or she has the right to grant the license contained in this Contract to OnNigeria images and its members. The Supplier makes no warranty, expressed or implied, including any implied warranties of merchantability or fitness for a particular purpose. The Data File is supplied ”as is”. Jurisdiction This Contract will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Contract will be governed under the laws of the Federal Republic of Nigeria applicable therein. Each of the parties hereto does expressly submit and attorn to the jurisdiction of the Courts in the Federal Republic of Nigeria. The international copyright laws of the United States and Nigeria will govern this Contract. If any provision of this Contract is held invalid, the remainder of the Contract shall continue in full force and effect. SCHEDULE ”A” MODEL AGREEMENT BETWEEN: _________________________________ (called ‘the Photographer’) AND: _______________________________________ (called ‘the Model’) CONSIDERATION In consideration of something of sufficient value to the circumstances, e.g. money, prints etc., the receipt and sufficiency whereof is hereby acknowledged by the Model, both parties hereto agree as follows: 1. DESCRIPTION OF PHOTOGRAPHS This Agreement applies to any and all photographs of the Model and the Model’s Property made by the Photographer on the session dates covered by this agreement (noted below) and to all reproductions of such photographs (herein collectively called ‘the Photographs’). 2. USE OF THE PHOTOGRAPHS The Model hereby consents to and authorizes the use of the Photographs by the Photographer and the Photographer’s authorized representatives, licensees, successors, and assigns for any purpose whatsoever including without limitation: sale, reproduction in all media, publication, display, broadcast and exhibition for promotion, advertising, trade, art or illustration. The Model agrees the Photographs may be used without further compensation for an unlimited time and that this Agreement is irrevocable. 3. OWNERSHIP AND RIGHTS IN THE PHOTOGRAPHS The Model agrees that the Photographs, the copyright in the Photographs and all other rights in the Photographs or copies or reproductions thereof are the sole property of the Photographer and that the Photographer may protect the copyright or dispose of or authorize the use of any or all such rights in any manner whatsoever. 4. RELEASE OF PHOTOGRAPHER FROM LIABILITY The Model releases the Photographer and all other persons entitled under this Agreement to use the Photographs from all liability for libel, invasion of privacy, and all causes of action whatsoever in relation to the photographs their making and use, the Model or the Model’s property including without limitation any liability for alteration of the Photographs, whether intentional or otherwise, that may occur during the making or subsequent use of the Photographs. The Model acknowledges reading the entire Agreement prior to signing and the Model is familiar with the contents. IN WITNESS WHEREOF the Photographer and the Model or the model’s parent or guardian have executed this Agreement, dated: Photography session dates: Photographer: ___________________________ Signature _______________________________ Model : ___________________________ Signature _______________________________ (or parent or guardian) at _______________________ , _____________ on the ______ day of ___________________ 201_. (city name) (Prov) If Model has not reached the Age of Majority, Parent or Guardian hereby gives their irrevocable permission to the photographer to use the photographs as outlined above. Parent or Guardian must sign above and PRINT Model’s Name below. Model’s Name _____________________________________________________________ Witness Signature _____________________________________________________________ Date _______________________ 201_
Privacy Policy
We take privacy very seriously and have developed this policy to outline our guidelines and procedures. Registration: When registering, all information within our ”Public Information” section is kept strictly private and confidential. This includes, but is not limited to; your full name, mailing address, telephone number, and email address. We will never share/rent/sell your personal information with any outside parties. Your password is kept securely restricted to anyone’s view (including Xpoze administrators). Your password is kept strictly confidential and will never be shared with others. Purchasing: When making online purchases, we will keep all purchasing information strictly confidential. This includes, but is not limited to; your full name, mailing address, telephone number, and email address. Private Messaging: Our site is equipped with a private-message (a.k.a. ”Site Mail”) feature that allows you to interact with other Xpoze members. All messages will be kept confidential, but please note that they may be monitored by Xpoze administrators. We reserve the right to monitor and act on messages sent with this feature. Collecting Information: Xpoze reserves the right to collect and record information about website access and activity. This may include access times, IP addresses, host names, visit durations, and page requests. Exceptions: Under extreme circumstances, we may be required to share any of the above information. Such circumstances would be: A serious emergency, if required by government or law enforcement, or if prosecuting credit card fraud. Divulging your own information: Please note that by voluntarily sharing your information on a publicly accessible location within the website (i.e. forums, profiles, etc); such information will then be considered public knowledge. Do not publicly list information that you would like® to keep private. Security: We take every possible security precautions to safeguard your personal information. This includes (but is not limited to) the usage of firewalls, data encryption, passwords, anti-hacking software, and regular software update®s. For more information on our security policy, please see here Children: Children under the age of 13 are only permitted to access this site with the appropriate parental consent. We reserve the right to modify this policy at any time.
Security Policy
Security is a major priority for us. We have developed this policy to outline our guidelines and procedures. Note: To help protect our members, we are unable to publicly specify certain security procedures. The following guide should serve as a general outline. General practices: Our server runs on the latest Linux operating system. We perform regular software updates, as security updates become available. Each server is placed behind a firewall and is monitored by a team of hosting professionals. We carefully record access attempts and follow up on any suspicious activity. We also employ several software programs to help guard against unauthorized access. Finally, the servers are kept within a secure-access facility with 24/7 on-site security. Protection of image files: All large (for-sale) images are kept in a secure location within our server. This makes it impossible to direct-link any of our retail-size image files. Access to this folder is restricted to server control only, which provides the highest level of security for our images. Images are never available not even when they are purchased, and are restricted to authorized members only. When purchasing files will be sent within an email to the email address specified by the user upon signup. Please be sure you checked all folders of your email account and all filter settings to allow emails to be sent by our site. In order to test if your email address accepts our email you may download the free photo as many times as you wish. Protection of personal information: Your personal information is kept securely within our database. Database access is password protected and kept behind a restricted-access firewall. Access is restricted by a series of passwords and validation tests. Only top-level system administrators have access to the database. We reserve the right to modify this policy at any time.
Refund Policy
Please note that all refunds are subject to the approval of a site administrator. We reserve the right to change or modify this policy at any time. Refund Types Individual Downloads An individual download may be eligible for a refund, if it meets any of the following criteria: * Duplicate Download: If an identical image/size is accidentally downloaded multiple times. * Failed Download: If there is a technical problem preventing the successful download of the image. This may include a corrupt file, unexpected removal of image, or site technical difficulties. Please note that support must be contacted before a refund can be requested. * Poor Quality: This may include compression artifacts, noise, copyright infringement, blown highlights, hot pixels, or any other major quality defect (must be confirmed by a site administrator). Credit upload Credit packages may be refunded, under specific circumstances. To be eligible for a refund, you must not have used any of the purchased credits, and must notify support in writing within 24 hours of the purchase. Please note that individual credits are non-refundable. Subscriptions Subscriptions may be refunded, under specific circumstances. To be eligible for a refund, you must not have used your subscription (i.e. downloaded any photos), and must notify support in writing within 24 hours of purchase. Please note that members are responsible for canceling their subscriptions when desired. In the case of refunded a renewal, you must still notify support within 24 hours of the renewal purchase. Refund Method * In the case of a member image refund, we will return the appropriate number of credits to your account. * In the case of a subscription image refund, we will deduct the purchase from your daily download count. * For all other refunds, we will return your money via the original purchase method. If you purchased with PayPal, we will refund the full amount to your PayPal account. In the case of a credit card purchase, we will return the full amount to your credit card. Please note that refunds may take several days to process, depending on the nature of the purchase. Credit card refunds may take up to a full week to be accurately reflected on your card. To request a refund, please contact support.
OnNigeria Images – Nigeria Stock Photos
January 18, 2013 by maximios • Blog
LEGEAL TERMS
Membership Agreement
MEMBERSHIP CONTRACT General Provisions 1. This Contract governs your membership in the OnNigeria images community, your special access to the OnNigeria images web site and your right to upload and download (subject to having the necessary credits) photographs, illustrations and other material from the Site. 2. OnNigeria images reserves the right to change or modify all or any part of this contract at any time, effective immediately upon posting on the site. Your continued use of your membership confirms your acceptance of the terms and conditions in this contract, including any changes or modifications made by OnNigeria images. If at any time the terms and conditions of this Contract are no longer acceptable to you, you must immediately close the membership on the site. Use of Content 3. The site contains information, data files and other materials (collectively the “Content”) which is protected by copyright, trademark or other proprietary rights of OnNigeria images or other third parties (including other members). 4. You may only download data files in accordance with the terms of the Royalty Free License Contract. You may not publish, display, distribute, transmit, transfer, sell, copy, modify, create derivative works from, or exploit any content, except as expressly permitted in this Contract and the Content License Contract. You may post on the site any Data Files that you own, subject to the terms of the Upload Contract. Restrictions on Posting 5. You shall not post anything on the site which is: (i) libelous, defamatory, abusive, threatening, pornographic, or obscene; (ii) contains viruses, Trojan horses, worms, malicious script or other contaminating or destructive features; (iii) violates third party rights, including any copyright, trademark, patent, trade secret or right of privacy; or (iv) violates any applicable law. Management of Data Files 6. OnNigeria images cannot review all Data Files uploaded by Members on the Site and is not responsible for the content of such Data Files. OnNigeria images reserves the right to delete, move or edit any Data File that it thinks does or may violate this Contract or is otherwise unacceptable. You remain solely responsible for all Data Files uploaded under your member name. OnNigeria images may, in its discretion, correct errors or omissions in any Data Files. No Representation 7. OnNigeria images does not represent the reliability of any Data File that you may download and any reliance by you upon such Data File is at your own risk. Indemnification 8. You agree to indemnify, defend and hold OnNigeria images, and its officers, directors, owners, agents, and licensors (collectively, the ” OnNigeria images Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including legal fees) incurred by any OnNigeria images Party resulting from: (i) any use or alleged use of the OnNigeria images web site under your member name by any person, whether or not authorized by you; (ii) any Data File uploaded under your member name; or (iii) any breach of your warranties which are contained in this Contract. OnNigeria images reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case you agree to cooperate with OnNigeria images ‘ defense of such claim. Cancellation of Service 9. OnNigeria images reserves the right to restrict, suspend or cancel your Membership at any time for any reason without prior notice or liability. OnNigeria images may change or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 10. NEITHER OnNigeria images NOR ANY PROVIDER OF DATA FILES OR THEIR RESPECTIVE AGENTS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES OnNigeria images, ANY THIRD PARTY PROVIDER OF DATA FILES OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE DATA FILES. THE SITE AND THE DATA FILES ARE DISTRIBUTED ON AN “AS IS, WHERE IS, AS AVAILABLE” BASIS. NEITHER OnNigeria images, THIRD PARTY DATA FILE PROVIDERS, NOR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY DATA FILES DOWNLOADED THROUGH THE SITE. NEITHER OnNigeria images NOR ANY THIRD PARTY DATA FILE PROVIDER WARRANTS THAT ANY DATA FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND ANY DATA FILES DOWNLOADED BY YOU IS YOURS. NEITHER OnNigeria images, ANY THIRD PARTY DATA FILE PROVIDER NOR THEIR AGENTS SHALL BE LIABLE FOR ANY ACT, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Miscellaneous 11. You specifically agree and acknowledge that you have, in addition to the terms of this Contract, reviewed the terms of the Content Licence Contract, the Upload Contract and any other contracts which may be incorporated by reference therein. You further acknowledge that you agree to be bound by the terms of such agreements.
Download Agreement
CONTENT LICENSE CONTRACT This Contract is between you and OnNigeria images (also sometimes referred to herein as ”we”, ”us” and ”our”). By downloading Content (as defined below) from this website, you agree to be bound by the terms of this contract with respect to such Content. Do not download Content if you do not accept these terms. This is a license, not a sale. You are permitted to use Content. We or our Members continue to own the intellectual property rights in the Content. Third parties who wish to use any Content must download it from the OnNigeria images website themselves. 1. This Contract governs your use of OnNigeria images’ Content (namely, the photographic images, illustrations, or other material that you download from the OnNigeria images website in conjunction with entering into this Contract (”Content”)). 2. You are hereby granted a perpetual, non-exclusive, non-transferable license to use Content on the terms and conditions contained in this Contract. You may only engage in expressly permitted activity with respect to Content. All other rights in and to the Content and accompanying materials, including, all intellectual property rights relating thereto, are retained by OnNigeria images or its Members, as the case may be. ALLOWED USES: 3. You may: (a) use Content in only one location; (b) physically transfer any Content and its archives from one location to another, provided that it may only be used in one location at a time; (c) keep a single copy of Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy; (d) use any Content in the following applications: (i) advertising and promotional collateral and printed materials; (ii) online or electronic publications, including web pages to a maximum of 640 x 480 pixels @ 72 dpi; (iii) prints and reproductions for personal use; (e) create a Derivative Work (namely an original work within the meaning of the Copyright Act (Nigeria) which incorporates but is not substantially similar to the Content) by incorporating the Content into your own work; (f) use a Derivative Work in the same manner as permitted in section 3(d) above, and in items for resale; and (g) transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall have no further rights to use the Content. PROHIBITED USES: 4. You may not provide a copy of Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. You may not do anything with Content that is not expressly permitted. You may not: (a) use any Content in design template applications for multiple sale; (b) display any Content on websites designed to induce sales of ”print on demand” products, including postcards, mugs, t-shirts, posters and other items; (c) use Content in any posters or other items for multiple sale; (d) use Content or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo; (e) incorporate Content in any product that results in a redistribution of the Content; (f) use Content in a fashion that may be considered to be pornographic, obscene, defamatory or libelous in nature; (g) use any image in the Content that depicts a person to endorse a business, product or service; (h) use any image in the Content that depicts a person in a potentially sensitive subject matter; (i) if source code is contained within the Content or accompanying materials, reverse engineer, decompile, or disassemble any part of the source code; (j) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears in the Content or its accompanying materials; (k) sub-license, sell, rent, lend, or otherwise distribute any Content; (l) post a copy of any Content on a network server or web server for use by other users; or (m) transfer the rights to any Content or accompanying materials, except as specifically provided for in this Contract. ADDITIONAL ROYALTY: 5. You agree that in the event that you or a Related Party (as defined in the Income Tax Act (Nigeria)) either individually or in combination reproduce the Content, or any part thereof, in excess of 100,000 times, you will pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 100,000 reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites. 6. You agree to notify OnNigeria images in the event that you (or a combination of you and Related Parties) reproduce any Content, or any part thereof, in excess of 100,000 times. Such notice must be sent to OnNigeria images every month in which the Content, or any part thereof, which you have reproduced over the term of this Contract in excess of 100,000 times is reproduced. Each such notice must contain the number of reproductions made in a particular month, provided that when you send the first such notice to OnNigeria images you need only disclose those reproductions made in combination by you and Related Parties which are in excess of 100,000. 7. OnNigeria images will invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt. TERM: 8. This Contract is effective until terminated. You can terminate this Contract by destroying the Content, and any related Derivative Works, and any copies of it or accompanying materials, and ceasing to use the Content, and any Derivative Works related thereto. This Contract will also terminate upon your failure to comply with the terms herein. You agree, upon termination of this Contract, to destroy all copies of any Content, and any related Derivative Works, to cease using the Content, and any related Derivative Works, and to confirm to OnNigeria images in writing that you have complied with these conditions. 9. Termination of this Contract does not relieve you of your responsibilities to pay any amounts due to OnNigeria images or your obligations not to use the Content, or any related Derivative Works, other than as permitted under this Contract. REPRESENTATIONS AND WARRANTIES: 10. The OnNigeria images website acts as an exchange of Content between those who provide Content to the website (our Members) and those who wish to use such Content. Accordingly, OnNigeria images makes no representation or warranty that any Content provided is royalty free. 11. Statements regarding any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the party who provided the Content to our website. 12. THE CONTENT AND ANY ACCOMPANYING MATERIALS ARE PROVIDED ”AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. OnNigeria images DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT ARE YOURS. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT OnNigeria images) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS. LIMITATION OF REMEDIES & LIABILITY: 13. OnNigeria images’ entire liability and your exclusive remedy, with respect to any claims arising out of your use of Content or accompanying material, or out of your actions in downloading Content, are as follows: (a) You may, upon request to OnNigeria images, be permitted to download the Content again, at a location OnNigeria images will provide for you; (b) If you continue to be unable to download the Content, OnNigeria images will refund the fee actually paid by you in respect of the use of such Content, provided OnNigeria images determines that you have been unable to download such Content successfully. 14. IN NO EVENT SHALL OnNigeria images OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. 15. THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OF THE CONTENT IN ANY MANNER WHATSOEVER IS TO BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO OnNigeria images UNDER THIS CONTRACT IN RESPECT OF THE USE OF THE CONTENT. INDEMNIFICATION: 16. You agree to indemnify and hold OnNigeria images harmless against all claims or liability asserted against OnNigeria images arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Contract. GENERAL: 17. If any provision or part of this Contract is unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. 18. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the lic
Upload Agreement
This is a Contract between any Member intending to upload data onto the OnNigeria images website (the ”Supplier”) and OnNigeria images. By uploading a photograph, illustration, or code snippet (”Data File”) the Supplier understands that he or she agrees to be bound by the terms of this Contract. Copyright OnNigeria images prohibits any Data File or any other material that infringes on any patent, trademark, copyright, trade secret, right of privacy, or any other applicable law or proprietary right to be uploaded to its website located at www.onnigeria.com By uploading his or her Data File, the Supplier warrants that he or she owns all proprietary rights, including copyright, in and to the Data File. To the extent that the Data File contains images of people or persons, the Supplier also represents and warrants that he or she has obtained a model release in substantially the same form as attached hereto as Schedule ”A”. The Supplier hereby grants OnNigeria images a non-exclusive licence to post the Data File on the web site located at www.onnigeria.com and further grants OnNigeria images the right to sub-license such Data File to members of OnNigeria images in accordance with the terms of the OnNigeria images Content Licence Contract, a copy of which the Supplier acknowledges having reviewed and agreed to. It is agreed that all rights, including title and copyright, in and to the uploaded Data Files is retained by the Supplier, and that no title or copyright transfers or is granted to OnNigeria images or any third party. The Supplier acknowledges that no monetary or financial compensation is owed or required to be paid to the Supplier by OnNigeria images or any of its directors, officers, employees, partners, agents or members for the rights granted herein by the Supplier. Notwithstanding the foregoing, OnNigeria images currently acknowledges that its policy is to provide certain payments to the Supplier whenever a Data File uploaded by the Supplier is downloaded, and the parties agree that OnNigeria images may amend such policy as reasonable business objectives may from time to time require. The Supplier agrees that neither OnNigeria images nor any of its directors, officers, employees, partners or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use, the Data File. The Supplier further acknowledges that he or she is legally responsible for any challenges made by a third party regarding copyright in the Data File. Indemnification The Supplier agrees to indemnify, defend and hold OnNigeria images and its officers, directors, owners, agents, information providers and licensors (collectively, the ” OnNigeria images Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys’ fees) incurred by any OnNigeria images Party in connection with: (i) any use or alleged use of the OnNigeria images web site under the Supplier’s member name by any person, whether or not authorized by the Supplier; (ii) any Data File uploaded under the Supplier’s member name; or (iii) any breach of the Supplier’s Warranties contained in this Contract. OnNigeria images reserves the right, at the Supplier’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Supplier, and in such case, the Supplier agrees to cooperate with OnNigeria images defence of such claim. Warranties The Supplier warrants that he or she has the right to grant the license contained in this Contract to OnNigeria images and its members. The Supplier makes no warranty, expressed or implied, including any implied warranties of merchantability or fitness for a particular purpose. The Data File is supplied ”as is”. Jurisdiction This Contract will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Contract will be governed under the laws of the Federal Republic of Nigeria applicable therein. Each of the parties hereto does expressly submit and attorn to the jurisdiction of the Courts in the Federal Republic of Nigeria. The international copyright laws of the United States and Nigeria will govern this Contract. If any provision of this Contract is held invalid, the remainder of the Contract shall continue in full force and effect. SCHEDULE ”A” MODEL AGREEMENT BETWEEN: _________________________________ (called ‘the Photographer’) AND: _______________________________________ (called ‘the Model’) CONSIDERATION In consideration of something of sufficient value to the circumstances, e.g. money, prints etc., the receipt and sufficiency whereof is hereby acknowledged by the Model, both parties hereto agree as follows: 1. DESCRIPTION OF PHOTOGRAPHS This Agreement applies to any and all photographs of the Model and the Model’s Property made by the Photographer on the session dates covered by this agreement (noted below) and to all reproductions of such photographs (herein collectively called ‘the Photographs’). 2. USE OF THE PHOTOGRAPHS The Model hereby consents to and authorizes the use of the Photographs by the Photographer and the Photographer’s authorized representatives, licensees, successors, and assigns for any purpose whatsoever including without limitation: sale, reproduction in all media, publication, display, broadcast and exhibition for promotion, advertising, trade, art or illustration. The Model agrees the Photographs may be used without further compensation for an unlimited time and that this Agreement is irrevocable. 3. OWNERSHIP AND RIGHTS IN THE PHOTOGRAPHS The Model agrees that the Photographs, the copyright in the Photographs and all other rights in the Photographs or copies or reproductions thereof are the sole property of the Photographer and that the Photographer may protect the copyright or dispose of or authorize the use of any or all such rights in any manner whatsoever. 4. RELEASE OF PHOTOGRAPHER FROM LIABILITY The Model releases the Photographer and all other persons entitled under this Agreement to use the Photographs from all liability for libel, invasion of privacy, and all causes of action whatsoever in relation to the photographs their making and use, the Model or the Model’s property including without limitation any liability for alteration of the Photographs, whether intentional or otherwise, that may occur during the making or subsequent use of the Photographs. The Model acknowledges reading the entire Agreement prior to signing and the Model is familiar with the contents. IN WITNESS WHEREOF the Photographer and the Model or the model’s parent or guardian have executed this Agreement, dated: Photography session dates: Photographer: ___________________________ Signature _______________________________ Model : ___________________________ Signature _______________________________ (or parent or guardian) at _______________________ , _____________ on the ______ day of ___________________ 201_. (city name) (Prov) If Model has not reached the Age of Majority, Parent or Guardian hereby gives their irrevocable permission to the photographer to use the photographs as outlined above. Parent or Guardian must sign above and PRINT Model’s Name below. Model’s Name _____________________________________________________________ Witness Signature _____________________________________________________________ Date _______________________ 201_
Privacy Policy
We take privacy very seriously and have developed this policy to outline our guidelines and procedures. Registration: When registering, all information within our ”Public Information” section is kept strictly private and confidential. This includes, but is not limited to; your full name, mailing address, telephone number, and email address. We will never share/rent/sell your personal information with any outside parties. Your password is kept securely restricted to anyone’s view (including Xpoze administrators). Your password is kept strictly confidential and will never be shared with others. Purchasing: When making online purchases, we will keep all purchasing information strictly confidential. This includes, but is not limited to; your full name, mailing address, telephone number, and email address. Private Messaging: Our site is equipped with a private-message (a.k.a. ”Site Mail”) feature that allows you to interact with other Xpoze members. All messages will be kept confidential, but please note that they may be monitored by Xpoze administrators. We reserve the right to monitor and act on messages sent with this feature. Collecting Information: Xpoze reserves the right to collect and record information about website access and activity. This may include access times, IP addresses, host names, visit durations, and page requests. Exceptions: Under extreme circumstances, we may be required to share any of the above information. Such circumstances would be: A serious emergency, if required by government or law enforcement, or if prosecuting credit card fraud. Divulging your own information: Please note that by voluntarily sharing your information on a publicly accessible location within the website (i.e. forums, profiles, etc); such information will then be considered public knowledge. Do not publicly list information that you would like® to keep private. Security: We take every possible security precautions to safeguard your personal information. This includes (but is not limited to) the usage of firewalls, data encryption, passwords, anti-hacking software, and regular software update®s. For more information on our security policy, please see here Children: Children under the age of 13 are only permitted to access this site with the appropriate parental consent. We reserve the right to modify this policy at any time.
Security Policy
Security is a major priority for us. We have developed this policy to outline our guidelines and procedures. Note: To help protect our members, we are unable to publicly specify certain security procedures. The following guide should serve as a general outline. General practices: Our server runs on the latest Linux operating system. We perform regular software updates, as security updates become available. Each server is placed behind a firewall and is monitored by a team of hosting professionals. We carefully record access attempts and follow up on any suspicious activity. We also employ several software programs to help guard against unauthorized access. Finally, the servers are kept within a secure-access facility with 24/7 on-site security. Protection of image files: All large (for-sale) images are kept in a secure location within our server. This makes it impossible to direct-link any of our retail-size image files. Access to this folder is restricted to server control only, which provides the highest level of security for our images. Images are never available not even when they are purchased, and are restricted to authorized members only. When purchasing files will be sent within an email to the email address specified by the user upon signup. Please be sure you checked all folders of your email account and all filter settings to allow emails to be sent by our site. In order to test if your email address accepts our email you may download the free photo as many times as you wish. Protection of personal information: Your personal information is kept securely within our database. Database access is password protected and kept behind a restricted-access firewall. Access is restricted by a series of passwords and validation tests. Only top-level system administrators have access to the database. We reserve the right to modify this policy at any time.
Refund Policy
Please note that all refunds are subject to the approval of a site administrator. We reserve the right to change or modify this policy at any time. Refund Types Individual Downloads An individual download may be eligible for a refund, if it meets any of the following criteria: * Duplicate Download: If an identical image/size is accidentally downloaded multiple times. * Failed Download: If there is a technical problem preventing the successful download of the image. This may include a corrupt file, unexpected removal of image, or site technical difficulties. Please note that support must be contacted before a refund can be requested. * Poor Quality: This may include compression artifacts, noise, copyright infringement, blown highlights, hot pixels, or any other major quality defect (must be confirmed by a site administrator). Credit upload Credit packages may be refunded, under specific circumstances. To be eligible for a refund, you must not have used any of the purchased credits, and must notify support in writing within 24 hours of the purchase. Please note that individual credits are non-refundable. Subscriptions Subscriptions may be refunded, under specific circumstances. To be eligible for a refund, you must not have used your subscription (i.e. downloaded any photos), and must notify support in writing within 24 hours of purchase. Please note that members are responsible for canceling their subscriptions when desired. In the case of refunded a renewal, you must still notify support within 24 hours of the renewal purchase. Refund Method * In the case of a member image refund, we will return the appropriate number of credits to your account. * In the case of a subscription image refund, we will deduct the purchase from your daily download count. * For all other refunds, we will return your money via the original purchase method. If you purchased with PayPal, we will refund the full amount to your PayPal account. In the case of a credit card purchase, we will return the full amount to your credit card. Please note that refunds may take several days to process, depending on the nature of the purchase. Credit card refunds may take up to a full week to be accurately reflected on your card. To request a refund, please contact support.