IMAGE HOLDINGS WEBSITE USER AGREEMENT – TERMS OF USE

The Image Holdings website is comprised of various web pages operated by Image Holdings, a Cayman Islands company and/or its related and affiliated companies (the “Website”). The Website is offered to you (the “User”) conditioned on your acceptance of the terms, conditions and notices contained on the Website. The User’s use of the Website constitutes the User’s agreement with Image Holdings and/or its related and affiliated companies (“Image Holdings”) to all such terms, conditions and notices, including these Terms of Use.

Image Holdings reserves the right to change the terms, conditions and notices under which the Website is offered. Your continued use of the Website constitutes your acceptance of the revised terms, conditions and notices.

1. LINKS TO THIRD PARTY SITES

The Website may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Image Holdings and Image Holdings is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Image Holdings is not responsible for webcasting or any other form of transmission received from any Linked Site. Image Holdings is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Image Holdings of the site or any association with its operators.

2. NO AGENCY OR EMPLOYMENT

This Website is designed for use by employees and prospective employees of Image Holdings, including use in the process of applying for employment with Image Holdings. The use of the Website does not result in the formation of an employer-employee, agency or other relationship between the User and Image Holdings.

3. NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Website, the User warrants to Image Holdings that the User will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party's use of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website. Materials on the Website may be subject to posted limitations on usage, reproduction and/or dissemination. The User is responsible for adhering to such limitations.

4. USE OF COMMUNICATION SERVICES

The Website may contain bulletin board services, chat areas, news groups, forums, communities, social networks, personal web pages, calendars, and/or other message or communication facilities designed to enable the User to communicate with employees of Image Holdings, the public at large or with a group (collectively, "Communication Services"). The User agrees to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  • Restrict or inhibit any other user from using and enjoying the Communication Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  • Violate any applicable laws or regulations.

Image Holdings has no obligation to monitor the Communication Services. However, Image Holdings reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Image Holdings reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Image Holdings does not claim ownership of the materials the User may provide when using the Communication Service, however, by posting, uploading, inputting, providing or submitting, the User is granting Image Holdings, its affiliated companies and sublicensees, permission to use such materials including, without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat and to publish the User’s name in connection with such materials. No compensation will be paid with respect to the use of such materials. By posting, uploading, inputting, providing or submitting, the User warrants and represents that you own or otherwise control all the rights necessary for you to provide, post, upload, input or submit the materials.

5. USERNAME AND PASSWORD

Users will select a username and password when completing the registration process. You are solely responsible for maintaining the confidentiality of your username and password, and are solely responsible for all activities that occur under your username and password. You agree to: (a) immediately notify us of any unauthorized use of your username and password or any other breach of security; and (b) ensure that you log off from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this paragraph. We may employ various reasonable means to verify the identity of each user registering on the Website. We make no warranties as to the accuracy of the identity of any user. You acknowledge and agree that we are authorized to act on instructions received through use of your username and password, and that we may, but are not obligated to, deny access or block any transaction made through use of your credentials without prior notice if we believe your username and password are being used by someone other than you, or for any other reason.

You may not create or use an account on the Website for anyone other than yourself. You may not let others use your account and you may not share your login information with others. You must keep your contact and personal profile information accurate and current. As part of the employment application process, Image Holdings may verify your identity and other application information. The User represents and warrants to Image Holdings that all submissions in an employment application or otherwise are true and correct in all respects,

6. COMPLIANCE WITH REGULATIONS

Image Holdings is committed to a policy of providing equal employment opportunities and does not discriminate on the basis of race, color, age, ethnicity, religion, national origin, sex, sexual orientation, marital status, disability, veteran status or age.

7. LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. IMAGE HOLDINGS AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. IMAGE HOLDINGS AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGHT THE WEBSITE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMAGE HOLDINGS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF IMAGE HOLDINGS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

ADVICE RECEIVED VIA THE WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, EMPLOYMENT, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

7. PRIVACY

Use of the Website is also governed by our Privacy Policy at http://image.com/privacy.

8. MINORS

The Website is intended for persons 18 years or older and Image Holdings does not knowingly permit anyone under the age of 18 to use the interactive portions of the Website. By using this Website, the User represents and warrants that you are at least 18 years old and otherwise have the right, authority, and capacity to accept these Terms and abide by all of the terms and conditions set forth herein.

9. DISLOSURE OF INFORMATION

Image Holdings reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Image Holdings' sole discretion.

10. PROPRIETARY RIGHTS

The User acknowledges that all materials available the Website are protected by Image Holdings’ and the applicable third parties’ rights of publicity, copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws. Except for information in the public domain or for which you have been given express written permission by us to the contrary, you agree not to sell, license, rent, modify, distribute, copy, reproduce, print out, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of any materials or content available on the Website, other than that owned by you. Notwithstanding the above, you may use the content and materials on the Website as designed for use.

11. TERMINATION

You agree that Image Holdings, in its sole discretion, may terminate your access to our Website for any lawful reason or no reason, including without limitation your breach of these Terms of Use. You agree that any termination of your access to the Website may be effected without prior notice, and you acknowledge and agree that we may immediately deactivate or delete any of your accounts and all related information and files in such accounts, and bar any further access to such files or the Website. You agree that we will not be liable to you or any third party for any loss or damages of any kind resulting from any termination of your access to our Website.

12. DISCONTINUANCE OF WEBSITE

We reserve the right at any time to modify or discontinue, temporarily or permanently, any portion of the Website with or without prior notice. You agree that we will not be liable to you or to any third party for any modification or discontinuance of the Website. In order to protect the integrity of the Website, we reserve the right at any time in our sole discretion to block users on certain IP addresses from accessing our Site.

13. INDEMNITY; RELEASE; WAIVER

You agree to defend, indemnify, and hold harmless us and our subsidiaries, parents, affiliates, and each of our and their directors, officers, managers, members, partners agents, and employees from and against each and every claim, demand, action, damage, loss, cost, and expense, including without limitation reasonable attorneys' fees, incurred in connection with any suit or proceeding brought against us arising out of your use of the Website or alleging facts or circumstances that could constitute a breach by you of any provision of these Terms of Use. If you are obligated to indemnify us, we will have the right in our sole and unfettered discretion to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms. In the event of a dispute between you and any other user of the Website, you hereby release us and our affiliates (and us and their officers, directors, agents, affiliates, subsidiaries, joint ventures and employees) from all claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

14. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law are to be sent to the designated agent of the service provider for Image Holdings.com. The form of notice must be consistent with the form suggested by the United States Digital Millennium Copyright Act (the text is at the U.S. Copyright Office Web Site, http://www.copyright.gov).

Image Holdings will review notices of copyright infringement and may decide to remove material claimed to be the subject of infringing activity regardless of whether Image Holdings will be liable for infringement. If you believe that your work has been copied and posted on our Website such that it clearly constitutes copyright infringement, send us your notice of infringement through our Support Center support.mycruisephotos.com.

15. DISPUTE RESOLUTION

All disputes between you and us arising out of or relating to these Terms or your use of our Website will be resolved, at our election, either: (i) by binding arbitration in the Cayman Islands in accordance with the provisions of the Arbitration Law (Revised) of the Cayman Islands; or (2) in an action brought in the Courts of the Cayman Islands, to the jurisdiction of which the parties hereby irrevocably submit. Each party hereby irrevocably submits to the personal jurisdiction of such venues. In any action to enforce these Terms of Use and/or recover damages pursuant hereto, we shall be entitled to recover from you our fees and costs incurred in connection therewith, including without limitation reasonable attorneys’ fees.

16. GENERAL PROVISIONS

These Terms of Use shall in all respects be governed by, and construed in accordance with, the laws of the Cayman Islands. With respect to specific transactions between or among certain users, the laws of other jurisdictions may apply. These Terms of Use contain the entire understanding between you and us regarding the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings. No failure or delay by a party in exercising any right, power or privilege under these Terms of Use shall operate as a waiver thereof. You and we are independent contractors only, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms of Use. The invalidity or unenforceability of any of these terms shall not affect the validity or enforceability of any other of these terms, all of which shall remain in full force and effect. These Terms of Use may be assigned by us to any third party, but you may not assign these Terms of Use or any of your rights or obligations hereunder without our express, written consent. If any provision hereof is found to be invalid or unenforceable, such provision shall be recast to the extent required to make it valid and enforceable and the other provisions hereof shall be unaffected thereby.