Photo Moderation Terms of Service
WebFurther, LLC (“WebFurther”) provides its WebPurify Image Moderation services (the “Services” DO NOT USE THE SERVICE AS VIOLATION OF THE TERMS CAN LEAD TO LEGAL LIABILITY.
This ToS may be changed by WebFurther at any time effective immediately; provided that you will be notified of material changes by a notification sent to the email address set forth in your WebPurify Image Moderation account, and such Material Changes will only become effective thirty (30) days after such notification. By continuing to access the Services after the effective date of any such change, you agree to be bound by the modified ToS. A “Material Change” is a change to this ToS which reduces your contractual rights or increases your responsibilities in a significant manner.
The terms contained in this TOS, as they pertain to you, may also be modified or superseded pursuant to a written supplement (each a “Supplement”) executed by you and WebFurther.
2. THE SERVICES
You agree to use the Services only for purposes that are permitted by (A) this ToS and (B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You acknowledge and agree that while WebFurther may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services, such fixed upper limits may be set by WebFurther at any time, at WebFurther’s discretion.
You agree that you are solely responsible for (and that WebFurther has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which WebFurther may suffer) of any such breach.
3. PAYMENT TERMS
Subject to any contrary terms set forth in any Supplement, all fees shall be paid in advance at the time you register for an image moderation license (each a “license”) or at such time as you wish to add requests to your existing license.
WebFurther offers online payments as a convenience to you. By use of any online payment tools, you attest that any credit or debit card used is on an account for which you have authority to access or use.
4. TERMINATION AND MODIFICATION
You acknowledge and agree that WebFurther may cease providing the Services to you at any time and for any reason upon ten (10) days’ notice to you. Upon giving notice of termination, WebFurther shall continue to provide the Services for all digital images submitted by you (the “Images”) prior to 5:00 PM, New York time, on the 10th calendar day following the date such termination notice was given. You have the right to stop using the Services at any time.
In addition to any other rights or remedies available, WebFurther reserves the right to immediately suspend and terminate your license upon receipt of a subpoena or law enforcement request, or if WebFurther believes, in its sole discretion, that you are transmitting or are otherwise connected with the possession, submission, transmission or display of Images that may be considered prohibited images, drawings, or pictures covered by the PROTECT Act of 2003 or any similar local, state, federal or international act, statute, legislation or rule governing the possession, transmission or display of prohibited visual materials, or for any actions inconsistent with the letter or spirit of this ToS. Further, you agree that WebFurther shall not be liable to you or any third-party for any termination of your access to the Services.
You acknowledge and agree that WebFurther is under no obligation to return to you any prepaid fees upon its termination of the Services for any reason or if you voluntary stop using the Services.
5. PROHIBITED USES
You agree that you will not: (A) violate any local, state, or national law through or on the Service; (B) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service; use the Service in any manner other than as expressly authorized in this ToS; (D) use any robot, spider, other automatic device, or manual process to monitor or copy any content on the Service; or (E) sell or resell any portion of the Service, use of the Service, or access to the Service.
6. PROPRIETARY RIGHTS
You acknowledge and agree that WebFurther (or WebFurther’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by WebFurther and that you shall not disclose such information without WebFurther’s prior written consent. You represent that you own or otherwise have legal rights of use to all Images which are subject to the Services.
Other than the limited license set forth in Section 7, WebFurther acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this ToS in or to any Images that you submit to the Services, including any intellectual property rights which subsist in an Image (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you are responsible for protecting and enforcing those rights and that WebFurther has no obligation to do so on your behalf.
You represent that no Images are subject to rights of confidentiality, privacy or similar provisions or agreements. WebFurther expressly disavows any knowledge of such rights of confidentiality or privacy relating to any Images on which Service is requested.
Except as set forth below, nothing in this ToS gives you a right to use any of WebFurther’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You are expressly permitted to use the ‘WebFurther’ and ‘WebPurify’ names, service marks and logos for the sole purpose of (i) identifying on your website WebFurther or WebPurify as your provider of image moderation services or (ii) creating or making available as part of your website buttons for the purpose of hyperlinking to WebFurther’s website.
7. CONTENT LICENSE FROM YOU
You retain copyright and any other rights you already hold in each Image. By submitting an Image for moderation in accordance with the Services, you give WebFurther a limited, royalty-free, and non- exclusive license to transmit and review each Image which you submit. This license is for the sole purpose of enabling WebFurther to provide the Services.
You agree that this license includes a right for WebFurther to (i) make any Image available to other companies, organizations or individuals with whom WebFurther has relationships for the provision of the Services and (ii) use your submissions for the purposes of training, testing and education of WebFurther’s employees, subcontractors and systems.
You confirm and warrant to WebFurther that you have all the rights, power, and authority necessary to grant the above license.
8. SERVICE LEVELS AND REMEDIES
WebFurther’s Service Level Agreement, posted at https://www.webpurify.com/photo-moderation/service/ (the “SLA”) is hereby incorporated into this ToS. The SLA does not apply to any feature of the Service not specifically identified in the SLA. WebFurther will not be liable for Service interruptions or any other Service failures except as specifically set forth in the SLA. In the event that you are dissatisfied with the Service, your sole remedies are those listed in the SLA.
9. EXCLUSION OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
WEBFURTHER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OR COVENANTS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, USAGE OR PERFORMANCE. WEBFURTHER DOES NOT WARRANT THE ACCURACY OR CORRECTNESS OF ANY RECOMMENDATIONS, INTERPRETATIONS, MODERATIONS OR CONCLUSIONS REACHED WITH RESPECT TO THE SERVICES, WHICH, IN ANY EVENT, ARE ADVISORY ONLY AND MAY BE REJECTED BY YOU. WEBFURTHER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WEBFURTHER OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
10. SECURITY AND INDEMNIFICATION
You are entirely responsible for maintaining the confidentiality of your license. Furthermore, you are entirely responsible for any and all activities which occur under your license. You agree to immediately notify WebFurther of any unauthorized use of your license or any other breach of security known to you.
You agree to indemnify, defend and hold harmless WebFurther, its parents, affiliates and subsidiary companies, officers, directors, employees, consultants, agents and subcontractors (collectively the “Indemnified Parties”) from any and all claims, liability, damages and/or costs (including, but not limited to, attorney’s fees) which may be imposed on, incurred by, or asserted against any of the Indemnified Parties under any theory (strict liability, breach of privacy, libel, infringement of intellectual property right or otherwise) arising from or relating to your use of the Services, your violation of this ToS or your infringement of any intellectual property or other right of any person or entity without regard to the cause or causes thereof or the negligence or fault (active or passive) of any person.
11. LIMITATION OF LIABILITY
SUBJECT TO OVERALL PROVISION IN PARAGRAPH 9 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WEBFURTHER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR
INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; OR (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS OR ACCURACY OF THE REVIEWS CONDUCTED AS PART OF THE SERVICE; OR (II) ANY CHANGES WHICH WEBFURTHER MAY MAKE TO THE SERVICES.
THE LIMITATIONS ON WEBFURTHER’S LIABILITY TO YOU SET FORTH ABOVE SHALL APPLY WHETHER OR NOT WEBFURTHER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
NOTWITHSTANDING ANYTHING ELSE IN THIS TOS TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF WEBFURTHER AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAID BY YOUR FOR THE SERVICES FOR THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.
YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SERVICES PROVIDED ARE OF A SUBJECTIVE NATURE AND ARE DEPENDENT UPON NON-AUTOMATED, INDIVIDUALIZED REVIEW.WEBFURTHER SHALL NOT BE LIABLE FOR THE SUBJECTIVE DETERMINATIONS MADE BY WEBFURTHER, ITS MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS WHICH, IN ANY EVENT, ARE ADVISORY ONLY AND MAY BE REJECTED BY YOU.
Any legal controversy or legal claim arising out of or relating to the ToS or the Service, excluding legal action taken by WebFurther to collect fees or recover damages for, or obtain an injunction relating to WebFurther’s intellectual property or the Service, will be settled by binding and final arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court having jurisdiction. Either you or WebFurther may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect the rights or property of you or WebFurther pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $2,500.00.
13. GENERAL INFORMATION
WebFurther may provide notices to you pursuant to this ToS through email or regular mail. Except as set forth in any Supplement, this ToS constitute the entire agreement between you and WebFurther and govern your use of the Services, superseding any prior agreements between you and WebFurther. You also may be subject to additional terms and conditions that may apply when you use other WebFurther products or services.
If the performance of this ToS or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of God or terrorism, the party so affected shall be excused from such performance (including such rights under the SLA) and liability to the extent of such prevention or restriction.
WebFurther and you are independent contractors. Neither party is an agent, representative, or partner of the other party and this ToS shall not be interpreted or construed to create an association, agency, joint venture, partnership, franchise or employee relationship between the parties.
This ToS and the relationship between you and WebFurther will be governed by the laws of the State of California, without regard to its conflict of law provisions. You consent to the jurisdiction of the state and federal courts located in Los Angeles, California. The failure of WebFurther to exercise or enforce any right or provision of the Terms will not constitute a waiver of the right or provision. If any provision of this ToS is found to be invalid, the other provisions of the Terms will remain in full force and effect. Any claim or cause of action arising out of or related to use of the Services or this ToS must be filed within one (1) year after the claim or cause of action arose or be forever barred.