1. ACCEPTANCE OF TERMS: By accessing and using the PicOrTwo.com website, you accept and agree to be bound by the terms and provisions of these Terms of Service ("TOS"). By agreeing to this TOS, you acknowledge that use of the PicOrTwo.com website results in interstate data transmissions.

2. YOUR REGISTRATION OBLIGATIONS: In consideration of your use of the PicOrTwo.com website, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the services provided by PicOrTwo.com under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the PicOrTwo.com registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or PicOrTwo.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, PicOrTwo.com has the right to suspend or terminate your account and refuse any and all current or future use of the PicOrTwo.com website (or any portion thereof). PicOrTwo.com will use all reasonable measures to ensure the privacy of the Registration Data with respect to access by unauthorized third parties, provided, PicOrTwo.com will not be prohibited from selling or disseminating the Registration Data to selected third parties for commercial purposes.

3. MEMBER ACCOUNT, PASSWORD AND SECURITY: You will receive a password and account designation upon completing the PicOrTwo.com registration process, whether as a Content-provider or a Content-end user (member) of the PicOrTwo.com website. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify PicOrTwo.com of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. PicOrTwo.com cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3.

4. MEMBER CONDUCT: You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not PicOrTwo.com, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via PicOrTwo.com. PicOrTwo.com does not control the Content posted via the PicOrTwo.com website and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the PicOrTwo.com website, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will PicOrTwo.com be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the PicOrTwo.com website.

In accordance with the foregoing, you agree to not use the PicOrTwo.com website to:
a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the PicOrTwo.com website;
e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as the right to publicity of an individual or any related privacy rights, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
h. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i. interfere with or disrupt the PicOrTwo.com website or servers or networks connected thereto, or disobey any requirements, procedures, policies or regulations of networks connected to the PicOrTwo.com website;
j. intentionally or unintentionally violate any applicable local, state, national or international law and any regulations having the force of law;
k. "stalk" or otherwise harass another; and/or
l. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through l above.

You acknowledge that PicOrTwo.com may or may not pre-screen Content, but that PicOrTwo.com and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the PicOrTwo.com website. Without limiting the foregoing, PicOrTwo.com and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by PicOrTwo.com or submitted to PicOrTwo.com.

You acknowledge, consent and agree that PicOrTwo.com may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of PicOrTwo.com, its users and the public.

You understand that the PicOrTwo.com website and software embodied within the PicOrTwo.com website may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by PicOrTwo.com and/or content providers who provide content to PicOrTwo.com. You may not attempt to override or circumvent any of the usage rules embedded into the PicOrTwo.com website. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the PicOrTwo.com website, in whole or in part, is strictly prohibited.

5. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE PICORTWO.COM WEBSITE: You acknowledge and agree that by submitting content to the PicorTwo.com website for inclusion in the PicorTwo.com website photo library, you hereby transfer any and all ownership in and to the content, including, without limitation, the copyrights thereto, throughout the universe in perpetuity. Notwithstanding the foregoing, PicorTwo.com shall not exploit the content outside of the picortwo.com website without your prior consent which shall not be unreasonably withheld; provided, PicOrTwo shall only have the obligation to use reasonable endeavors to communicate with you and seek your consent. A failure by you to respond within fourteen (14) days to a notification sent to your PicOrTwo registered email address seeking your consent in accordance with this paragraph 5 shall be deemed consent.

6. CONTRIBUTIONS TO PICORTWO.COM: By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to PicOrTwo.com through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) PicOrTwo.com is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) PicOrTwo.com shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) PicOrTwo.com may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of PicOrTwo.com without any obligation of PicOrTwo.com to you; and (f) you are not entitled to any compensation or reimbursement of any kind from PicOrTwo.com under any circumstances.

7. INDEMNITY: You agree to indemnify and hold PicOrTwo.com and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the PicOrTwo.com website, your use of the PicOrTwo.com website, your connection to the PicOrTwo.com website, your violation of the TOS, or your violation of any rights of another.

8. NO COMMERCIAL REUSE OF PICORTWO.COM CONTENT: You acknowledge and agree that the Content made available to you on the PicOrTwo.com website are strictly for your personal use and you agree not to reproduce, duplicate, copy, sell, trade, resell or exploit the same for any commercial purposes; provided, you may forward the Content to others for their personal viewing and post the Content on social networking sites (e.g., Facebook, Twitter) so long as you do not charge a fee or otherwise derive any income or economic benefit from your use of the Content. You further agree not to reproduce, duplicate, copy, sell, trade, resell or exploit elements of the PicOrTwo.com website, or any portion thereof (including Content and advertisements and your PicOrTwo.com ID). This right to view and/or download the Content on the PicOrTow.com website is personal to you and is not transferable by you to another party. You may not alter, or modify the Content, in whole or in part, for any reason. As between you and PicOrTwo.com, PicOrTwo.com is and shall remain the sole and exclusive owner of the Content. You will not delete, alter, or obfuscate any proprietary materials relating to the Content.

9. MODIFICATIONS TO PICORTWO.COM SERVICES: PicOrTwo.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the PicOrTwo.com website (or any part thereof) with or without notice. You agree that PicOrTwo.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the PicOrTwo.com website (or any part thereof).

10. TERMINATION
You may terminate your PicOrTwo.com account by submitting such termination request to PicOrTwo.com. Picortwo will then terminate your account immediately on receipt of such request.
You agree that PicOrTwo.com may, without prior notice, immediately terminate, limit your access to or suspend your PicOrTwo.com account. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the PicOrTwo.com website (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the PicOrTwo.com website, if applicable. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in PicOrTwo.com’s sole discretion and that PicOrTwo.com shall not be liable to you or any third party for any termination of your account.
Termination of your PicOrTwo.com account includes any or all of the following: (a) removal of access to all or part of the offerings within the PicOrTwo.com website, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the PicOrTwo.com website.

11. DEALINGS WITH ADVERTISERS: Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the PicOrTwo.com website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that PicOrTwo.com shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the PicOrTwo.com website.

12. LINKS: The PicOrTwo.com website may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that PicOrTwo.com is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that PicOrTwo.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

13. PICORTWO.COM’S PROPRIETARY RIGHTS: You acknowledge and agree that the PicOrTwo.com website and any necessary software used in connection with the PicOrTwo.com website ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through the PicOrTwo.com website or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by PicOrTwo.com or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the PicOrTwo.com website, such Content or the Software, in whole or in part.

14. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE PICORTWO.COM WEBSITE AND SOFTWARE ARE AT YOUR SOLE RISK. PICORTWO.COM WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PICORTWO.COM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND ADVISERS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. PICORTWO.COM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND ADVISERS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE PICORTWO.COM WEBSITE WILL MEET YOUR REQUIREMENTS; (ii) THE PICORTWO.COM WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PICORTWO.COM WEBSITE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PICORTWO.COM WEBSITE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PICORTWO.COM WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PICORTWO.COM OR THROUGH OR FROM THE PICORTWO.COM WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

15. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PICORTWO.COM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND ADVISERS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PICORTWO.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE PICORTWO.COM WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PICORTWO.COM WEBSITE; OR (e) ANY OTHER MATTER RELATING TO THE PICORTWO.COM WEBSITE

16. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 14 AND 15 MAY NOT APPLY TO YOU.

17. NO THIRD-PARTY BENEFICIARIES: You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

18. NOTICE: PicOrTwo.com may provide you with notices, including those regarding changes to the TOS, including by but not limited to email, regular mail, SMS, MMS, text message, postings on the PicOrTwo.com website, or other reasonable means now known or hereafter developed. Such notices may not be received if you violate this TOS by accessing the PicOrTwo.com website in an unauthorized manner. Your agreement to this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the PicOrTwo.com website in an authorized manner.

19. TRADEMARK INFORMATION: You agree that all of PicOrTwo.com trademarks, trade names, service marks and other PicOrTwo.com logos and brand features, and product and service names are trademarks and the property of PicOrTwo.com (the "PicOrTwo Marks"). Without PicOrTwo.com prior permission, you agree not to display or use in any manner the PicOrTwo Marks.

20. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT: PicOrTwo.com respects the intellectual property of others, and we ask our users to do the same. PicOrTwo.com may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide PicOrTwo.com the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of where the material that you claim is infringing is located on the site;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Notice of claims of copyright or other intellectual property infringement can be submitted as follows:

By mail:
PicOrTwo.com
Ric Salmon
CEO Upstream Entertainment
Unit 217, Buspace Studios
Conlan Street
London, W10 5AP
Re: Infringement Claims

By phone: + 44 (0)20 7565 0050
By fax: +44 (0)20 7565 0049
By email: ric@harvestentertainment.com

21. GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between you and PicOrTwo.com and governs your use of the PicOrTwo.com website, superseding any prior version of this TOS between you and PicOrTwo.com with respect to the PicOrTwo.com website. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other PicOrTwo.com services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. You and PicOrTwo.com each agree that the TOS and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOS, or the relationship between you and PicOrTwo.com, shall be brought exclusively in the courts located in the county of Los Angeles, California or the U.S. District Court for the Central District of California. You and PicOrTwo.com agree to submit to the personal jurisdiction of the courts located within the county of Los Angeles, California or the Central District of California, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

Waiver and Severability of Terms. The failure of PicOrTwo.com to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

No Right of Survivorship and Non-Transferability. You agree that your PicOrTwo.com account is non-transferable and any rights to your PicOrTwo.com ID or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the PicOrTwo.com website or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

22. VIOLATIONS
Please report any violations of the TOS to the PicOrTwo.com website administrator.
Last updated December 21, 2009

© 2010 PicOrTwo Terms of use