Terms of Service

Terms of Service

Terms of Use

Date: June 17, 2020

About the Snapwire Platform

Snapwire Media Inc. (“Snapwire” or “we”) offer various platforms for registered Users (“you” or “Users”, which include both licensees (“Buyers”) and licensors (“Sellers”) to either commission or license visual Content (defined as still or motion, including photographs, graphics, illustration, audiovisual material, and all associated text and metadata, collectively “Content”) in an online marketplace. Snapwire or Buyers can create and publish a creative brief for specific types of visual Content (each a Brief or a Challenge, but for the purposes of the Terms of Use, both shall be called a Brief), and Sellers can create Content in response to a Brief, for copyright purchase or license. In addition, Snapwire hosts searchable Content (the “Marketplace”) that it makes available to all Buyers for possible license where Buyers may purchase either a specified amount of Content as part of a Subscription during a period (called a “Subscription”) or as an individual license of Content. In addition to the Marketplace, Users or other Content owners can establish an online profile and upload Content (“Profile Content”), which may be displayed as an online portfolio. Further information on how Users can request photos, submit Content, and sell or license Content can be found below or in our FAQs.

Acceptance of Terms

By accessing or using the Snapwire websites, the Snapwire service, Marketplace, or any applications (including mobile applications) made available by Snapwire (collectively, the “Service”), however accessed, you, the User, agree to be bound by these terms of use (“Terms of Use”). Please read these Terms of Use, Copyright Policies, Copyright Buyout and the Snapwire Privacy Policy carefully. If you do not accept all of the terms contained in these policies, do not register for or use the Service.

Straight Talk: Enjoy the Platform but play nice and follow all the rules.

Provided you use the Content in accordance with these Terms of Use and any Subscription from the Marketplace, Snapwire provides Buyers with an indemnity from any claim based on its authorized use of such Content – up to $10,000.

Arbitration Notice

YOU AGREE THAT DISPUTES BETWEEN YOU AND SNAPWIRE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A LAWSUIT, A CLASS ACTION LAWSUIT OR CLASSWIDE ARBITRATION. FOR FURTHER INFORMATION PLEASE CONSULT THE “ARBITRATION” SECTION BELOW.

Straight Talk: You won’t sue us because we both agree to let someone who’s a good listener help us ‘talk it out’.

General Conditions of Use

You must be at least 18 years old to register to use the Service. If you are registering to use the Service on behalf of a legal entity, (i) you must be the authorized representative of such entity; and (ii) with respect to any Buyer, have the full power and authority to bind Buyer to the License Grant or Copyright Purchase; and (iii) if Buyer subsequently disputes such power or authority, you shall be liable for any failure of Buyer to comply with the Terms of Use.

Snapwire may, in its sole discretion, refuse to offer the Service to any person or entity and may change the eligibility criteria at any time.

From time to time, Snapwire may change these Terms of Use. You agree that the updated terms of use (“Updated Terms”) shall become effective as of the date they are posted. Snapwire will give you reasonable notice before any Updated Terms become effective unless the changes are for legal or administrative reasons. If you object to the Updated Terms, your sole recourse is to terminate your use of the Service. Snapwire recommends that you check the Service from time to time to inform yourself of any changes in these Terms of Use or any of our other policies.

Straight Talk: Things change in this agreement from time to time.

Snapwire takes reasonable measures to ensure that the Service is accessible 24 hours a day, seven days a week. We reserve the right, at our discretion, to take necessary technological, maintenance or security measures that may affect the accessibility of Service, including shut down of the Service. We will store digital files representing Content uploaded by a User to the Service in the same format as uploaded, but we will not be responsible for any loss, damage or alteration of the Content that occurs during the file transfer to or from our servers.

Straight Talk: While we try to do so ourselves, you should keep a backup of all your work.

Registration, Payment

As part of your registration for the Service, you will be required to submit certain information so that we can set up your account. You may also be able to register through an existing social media site like Facebook or Instagram, for example. We handle all such information in accordance with our Privacy Policy, which currently we limit to Service-related uses. In the event that you wish to license Content or get paid for Content through the Service, you must register with the Service, provide certain personal information about payment details (the “Payment Data”), and agree to the applicable terms of use of an available payment facilitator then supported by Snapwire (currently PayPal and Stripe; however, the payment facilitators supported by the Service are subject to change from time to time). In the event that your Content is sold through a Snapwire distributor (“Third Party Partner”) site, Snapwire shall compensate you as set forth in the Payout page of this Service and notice of these payments will be made to you in Payout Manager section of the service.

Straight Talk: We won’t share your information with anyone. When your content sells, you get paid through PayPal or Direct Deposit (your choice), and please read these services Terms and Conditions and Privacy Policies carefully.

User Behavior

You are solely and fully liable for all participation in conduct, Content, Briefs, and Challenges. Any User profiles and transactions that are made under your username and password. You are solely responsible for keeping your passwords safe and secure. You agree that while using the Service, you will comply with the following rules:

  • You will not interfere with
  • or disrupt the servers or networks connected to the Service;
  • You will not transmit through the Service any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, racist, or otherwise harmful material of any kind, including, without limitation, Content that depicts nudity, sexual conduct or violence;
  • You will not disobey or breach these Terms of Use or any other applicable instructions conveyed by Snapwire;
  • You will not violate any applicable local, state, national or international law, statute, ordinance, rule or regulation;
  • You will not upload, post, e-mail, transmit or otherwise make available: (a) any Content or material that infringes upon a third party right, including, without limitation, copyright, trademark right of publicity or privacy or any other intellectual property rights; (b) any advertisements for yourself, your Content or your services; (c) any third party advertisements, including banner exchange services; (d) any software viruses, Trojan horses, worms or any other malicious application or code; or (e) any Content or material which may constitute or encourage conduct that is a criminal offense or civil wrong or otherwise violates any applicable law;
    You are legally responsible for the Content you make available on the Service. Other than the limited license grant, you retain ownership in, and are solely responsible for, the Content you post;
  • You will not impersonate any person or entity, or make any false statement regarding his or her employment, agency or affiliation with any person or entity;
  • You will not scrape or otherwise use any data mining, robots, or similar data gathering or extraction methods (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent);
  • You will not solicit, create or submit unwanted email, comments, messages or other forms of commercial or harassing communications (a/k/a “spam”) to any other user. For the purposes of clarity, once you have posted a Brief or submitted Content to a Brief, you may not attempt a commercial transaction privately off of Snapwire;
  • In the creation of an account, Sellers and Buyers may post URLs in user profile information and Brief details; however, you must not use domain names or web URLs in a Snapwire username without Snapwire’s prior written consent;
  • You will not create false identities in order to circumvent Snapwire promotional programs to earn money, purchase your own Content, post political or promotional opinions, slander other users, or encourage fraudulent behavior. Such behavior will result in a removal of the User account;
  • You will abide by these terms and conditions, Brief creation and Content submission requirements as described in the FAQs, including, without limitation, the information concerning Releases.

You agree not to permit any third party to do any of the foregoing. Snapwire reserves the right to terminate the Service, Briefs or remove any Content that does not comply with these Terms of Use or for any reason by Snapwire, in its sole discretion.

Straight Talk: Play nice or else.

Briefs and Challenges

Buyers can request custom Content and may create a creative brief seeking specific types of visual Content following the instructions detailed within the Service and in the Snapwire FAQs. Sellers may need to reach a certain user level before they can respond to and participate on a Brief. If you are selected for a Brief, the Brief instructions may require you to transfer exclusive rights in the Content to Snapwire.

Snapwire may also offer contests within the Service (“Challenges”). Sellers who submit Content in response to a Brief may also be eligible to submit to Snapwire Challenges that Snapwire may run from time to time. Buyers may also license photos from Challenges posted by Snapwire in a marketplace. Challenge photos are governed by the same Prohibited Uses defined below. Snapwire, in its sole discretion, may review any Content submitted by Sellers as part of a Challenge or uploaded to their profile or the Marketplace. Please be sure to read and understand the Challenges rules as posted on the Service.

Straight Talk: On Snapwire, Buyers make creative briefs called ‘Briefs’; Snapwire runs contests called ‘Challenges’.

Marketplace Content

Licensing Models: As part of its Services, Snapwire offers a Marketplace where Buyers can search Sellers’ Content for either individual licensing on a per item basis (“Individual”) or licensing as part of a subscription that allows Buyers to license a quantity of Content from the Marketplace for a set subscription fee (“Subscription”). Sellers have a right to exclude their Content from such Marketplace offering on their profile account.

Subscription Details: The amount of Content that may be downloaded during each Subscription period shall be specified in a Buyer order. Any license for Content downloaded and not used in any given Subscription period will expire and will not roll over to any subsequent Subscription periods. When Buyers purchase a Subscription on the Service, Sellers agree to sell their Content according to the current Subscription fee, and Sellers will receive credit for the individual items of Content downloaded in proportion to the number of total items of Content downloaded by the Buyer during the Subscription Period. License fees paid to Sellers will vary depending on the Subscription package purchased by the Buyer. A Seller’s earning is determined by the price of the Subscription plan and is detailed on the Service’s Payout page.

For Individual Content licensing, the Seller receives 50% percent of the License Fee received by Snapwire (see Compensation section below).

Billing: For each Individual license, Buyers are charged at the time of the license transaction. For Subscription licensing, Buyers are billed monthly on the date of purchase and subsequently on a renewal date until cancelled. “Renewal Date” means the calendar day of the month as noted on the Subscription order. For example, a June 1 order date would imply a July 1 Renewal Date and the first of every month thereafter. A Buyer Subscription will be automatically renewed for consecutive Subscription terms unless earlier terminated as set forth in these Terms of Use.

Seat Licenses: Unless otherwise specified in any applicable Subscription order, the number of Seat Licenses of any Buyer shall be limited to a) the Subscription plan details describing the number of users or persons gaining access to the Content in a Subscription or b) the number of users in an account if a Buyer is accepting these Terms of Use on behalf of its employer or client (“Seat License”). For the sake of clarity, a Buyer shall have access to 1 Seat License on a “Silver” plan, 5 Seat Licenses on the “Gold” plan, and 25 Seat Licenses on the “Agency” plan.

Straight Talk: We may choose some of your Content for our library called the ‘Marketplace’ and sell them in a Subscription. Sellers can opt out of selling on our website.

Premium Content: Snapwire may select Content from the Marketplace to be designated as “Premium Content”. Sellers agree that all Premium Content shall be exclusive to the Snapwire platform unless and until the Content is removed by the Seller. Premium Content may be selected and submitted to our Third Party Partner sites at Snapwire’s choosing, and in doing so, shall inform Seller that select Content has been submitted. Sellers may choose to opt out of these relationships. In the event the Seller removes Content that has been submitted to a Third Party Partner site, Seller understands and agrees that Snapwire’s removal process may be subject to delays (beyond its own control) to ensure that the Content is removed from any Third Party Partner site. See the License Grant for Marketplace Content below for more details.

Straight Talk: If we flag your Content as ‘Premium’, you promise to only let us license it on your behalf.

Profile Content

More information regarding use of your profile, managing your Profile Content and maximizing your licensing and earning opportunities can be found in our FAQs. Our creative editors review all Content before it can be submitted in response to a Buyer’s Brief. This ensures the highest quality standards for Buyers. All Content uploaded to Snapwire are automatically watermarked and you agree that the Snapwire watermark may be included with your Content. When a Buyer purchases or licenses Content as part of the Service, the watermark is removed when the Content is downloaded.

Straight Talk: Shots may be for sale on a user’s profile but not all of them have the same indemnification guarantee from Snapwire, only those included in the Marketplace have it.

Snapwire’s Review of Content

Snapwire has the right but not the obligation to review any Content submitted by Sellers as part of a Brief or uploaded to their profile or the Marketplace for compliance with its terms of service and remove any Content in its sole discretion for any reason.

Attribution

Other than any watermarks, Snapwire will not knowingly remove any attribution with respect to Sellers’ Content uploaded to the Service if provided by Seller. Buyer agrees that it shall provide attribution to the Seller in connection with any editorial use of Content licensed via Snapwire, unless the Seller waives any right to attribution directly. Sellers acknowledge that attribution is not provided by Buyers for advertising or other commercial use. Notwithstanding the above, Snapwire shall not be responsible if the Buyer fails to credit the Sellers.

Straight Talk: If you license Content for editorial use, you will provide attribution to the selling Creator. Don’t forget, but if it happens – it’s not on us.

User’s grant to Snapwire:

Each Buyer that purchases Content, creates a Brief or each Seller that uploads Content to the Service agrees to grant the following licenses to Snapwire to use the Services where applicable:

License to Snapwire for General Platform Services:

A worldwide, non-exclusive, royalty-free, transferable license to sub-license, reproduce, distribute, display and to create derivative works of Content uploaded to Snapwire in connection with its offering of the Services, including for promoting the Service and/or redistributing the Service through third parties in any format and through any distribution channels.

Straight Talk: Sellers: We may promote you and your Content. You offer a Royalty Free license to Buyers.

Seller’s License to Snapwire to sell Content in the Marketplace: 

Seller grants Snapwire a worldwide, royalty-free, transferable license (that is exclusive in the case of Premium Content) to sub-license, reproduce, distribute, publish, transmit and display (in whole or in part) and to create derivative works of the Content uploaded by Sellers (collectively ‘use’) with the right to grant sublicenses to Buyers and other sub-licensees to use the Content, in all media throughout the world, for all legal purposes, other than those uses prohibited below under Prohibited Uses. This grant of rights includes the right to permit Snapwire to use the services of Third-Party Partners to offer selected Content for licensing.

Straight Talk: Sellers: Your Content may be licensed from the Marketplace and through our partners sites around the world.

Snapwire’s license to sell Content rights to Buyers:

Review/Comping: a worldwide, non-exclusive, non-sublicensable, non-transferable and non-assignable royalty-free license to grant access to the Content through the Service for a review period of thirty (30) days on a personal computer and, in any test, sample, comp or rough cut evaluation materials (“Comp Use”) for personal evaluation purposes or sample use only, including layouts.

Use License: a perpetual, non-exclusive, non-transferable, non-sub-licensable, royalty-free worldwide personal and commercial license to reproduce, distribute, publish, transmit and display, in whole or in part, the Content, and create derivative works from the Content in any and all media for all legal purposes other than those uses prohibited below under Prohibited Uses or as stated with the Content’s Permission Status limits.

Storage: Buyer (licensees) may store the Content in a closed digital library, network configuration or similar arrangement to allow the Content to be viewed by employees, partners and clients of Buyer only, and so long as Content is not downloaded through a Subscription, there shall be no more than five (5) users accessing the Content at one time. (See section on Seat License.)

Seller Reserved Rights: All rights to the Content shall continue to be owned by the Seller, subject to the rights to use the Content as permitted under the Terms of Use.

Straight Talk: You offer a Royalty Free license to Buyers. Buyers can only use the Content as described above – and may kick the tires for Comp Use.

By way of example only, and unless additional rights are granted, as part of the standard Use license to a Buyer, the Buyer is permitted to:

  • Have the Content reproduced by third parties or subcontractors of Buyer for the preparation of the Content, provided that such third parties or subcontractors agree to abide by the provisions of this Terms of Use;
  • Incorporate the Content into merchandise for resale or distribution (except for “print on demand”), without limitation to any size of the production run of such merchandise, including, without limitation, computers, computer peripherals, clothing, artwork, magnets, posters, and online or paper greeting cards, provided that the merchandise contains text or written words and the Content is as one item or that the Content, alone, is not the primary factor driving the sale of the merchandise.

Straight Talk: We give Buyers the right to work with others to get their final projects completed & made. Buyers can use Content on physical products that can sometimes be tangible things.

Buyer’s Exclusive License Period Option

Brief Content may be offered by the Seller for an exclusive licensing period for up to two (2) years (the ‘Exclusive Period’) to any Buyer, during which the licensed Content will not be offered to other Buyers on the Service or anywhere else. Currently, exclusivity is only offered as an option in response to a Brief. Exclusivity terms may vary and will generally command higher prices than non-exclusive licenses in the Marketplace. Buyers must confirm any exclusivity with the Seller before completing any exclusive license for any Content. If the Content is licensed on an exclusive basis and is reproduced by the Buyer on a social media or other third party site in a manner permitted by the license, the exclusive rights granted shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Content contrary to the terms of this Terms of Use.

Straight Talk: Buyers can pay to use a Content and (optionally) make sure no one else can if they pay extra. Sellers will get paid lots more extra if they do.

Buyer’s Prohibited Uses

Unless otherwise authorized, Buyer may not:

  • Use the Content in any pornographic, defamatory or otherwise unlawful manner, whether directly or in context or juxtaposition with specific subject matter.
  • Use any Content featuring a model or property in connection with the endorsement of any product or service or a subject that would be unflattering, misleading or unduly controversial to a reasonable person, without accompany each such use with a clear and conspicuous statement that indicates that (i) the Content is being used for illustrative purposes only, and (ii) any person depicted in the licensed Content, if any, is a model.
  • Use any Content for commercial purpose, featuring an identifiable trademark, person or property that the Seller has NOT obtained the explicit permission. For the purposes of clarity, you MAY NOT use any Content with recognizable people or property for COMMERCIAL PURPOSES (as to promote a product or a service), where the Content’s permissions status is marked “No or Not Applicable or Editorial Use Ok.”
  • Unless otherwise governed by another agreement, outside of derivative works created with the Content, sublicense, sell, assign, convey or transfer any rights granted to the Content under this Terms of Use, including the use in any competitive Service;
  • Incorporate the Content into a logo, trademark or service mark as to stake claim of copyright to the Content;
  • Make the Content available (separate from the end product into which it is incorporated, e.g., on Snapwire, another site, social media site or otherwise) in any medium accessible by persons that are not authorized;
  • Sell, license or distribute any end product containing the Content in a way that is intended to allow or invite a third party to download, extract or access the Content as a standalone file;
  • Without obtaining an additional license or other direct permission from Snapwire, use or display the Content in any medium designed to induce or involve the sale, license or other distribution of “print on demand” products where the Content is the main focus of the product (e.g., products in which Content, alone, is selected by a third party for customization of such product on a made-to-order basis, including, by way of example only, on-demand postcards, mugs, tee shirts, prints, on-line design tools and other items provided by third party services);
  • Falsely represent, expressly or implied, that User is the original creator of a work that derives a substantial part of its artistic components from the Content as this would infringe on the copyright of the original artist; or
  • For the sole purposes of sharing or transferring Content without a license, make the Content available to a third party on a digital asset management system, shared drive or file sharing service.

Straight Talk: Buyers: don’t do any of the above without separate permission from the Seller or Snapwire or the deal is off, and you will get in big trouble.

Sellers’ Grant of Optional Buyout

Snapwire may select a Seller for a Brief (or other custom assignment) where the Buyer requires an assignment of all rights to the requested Content (“Buyout”) from Snapwire. If Seller elects to participate in the Brief, the Seller shall enter into a Buyout Agreement with Snapwire. This Buyout Agreement shall include an assignment of all right, title and interest in and to the Content, including any Copyright and, where applicable by law, Moral Rights to Snapwire, for Snapwire’s further assignment to the Buyer. Moral Rights means any rights to claim authorship of an item of Content, to object to or prevent any modification of Content, to withdraw from circulation or control the publication or distribution of Content, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right.” Seller shall transfer and assign to Buyer, and shall waive and agree never to assert, any and all Moral Rights with respect to the Content, even after termination of this Terms of Use.

If Snapwire obtains any custom Briefs for any Seller, Seller agrees that all costs to perform all Briefs are his or her responsibility, will use the highest professional standards and shall comply with all customer instructions and requirements, including any reasonable requirements to make modifications. Seller’s use of any Buyout Content is limited to personal use and self-promotional use without prior written permission from Buyer. In the event any Content is rejected or the Buyer elects to terminate the purchase of any Buyout Content, Buyer will only be obligated to pay Seller all fees and expenses relating to the services performed in creating the requested Buyout Content prior to termination. More information about Content Buyout is available in our FAQs.

Straight Talk: Buyers can optionally purchase the full rights of Content from Snapwire. Commissioned Briefs may require the purchase of copyright from Snapwire.

Removal of Content by Seller

Seller may remove or delete Content from the Service which terminates all future grant of rights to use the Content on the platform and to grant future licenses to Buyers. Termination or removal of Content by a Seller shall not affect any previously granted licenses or assignment of rights to Buyers. Please review our FAQs for more information regarding management of Your Content and your profile.

Straight Talk: If Content is sold to a Buyer and the Creator leaves Snapwire, the Buyer still gets to use their licensed shots.

Compensation

For any Content licensed, the Buyer agrees to the predetermined amount associated with the Content (“Fee”) in US Dollars or the agreed upon Subscription fee in accordance with the Subscription Package acquired. Please note that payments to Sellers will be processed on the 1st of the month following 30 days from the date the Seller requests payout, provided your balance is $25 or more. If the 1st is a weekend or US holiday, the payment will be made on a prior business day. Requested payouts will be totaled at the end of the month and paid out on the 1st of the month following 30 days from the date the Seller requests payout. Payments may not be released to the Seller until all licensing fees are collected from the Buyer, and at such time, the Seller’s earning will be made available.

Straight Talk: Creators keep 100% of the offered payout amount on a Challenge, Brief or Custom Assignment, and 50% of one-off license and subscription downloads.

Payment of License Fees: License Fees are collected directly by Snapwire via the payment facilitator at the time the transaction occurs; or according to the applicable license agreement, Subscription agreement; or when a Buyer submits payment; or when a Third Party Partner sells Content. Except in the case of Third Party Partners, License Fees are automatically deposited into Snapwire’s account and then distributed to Sellers via the Seller’s chosen Snapwire-supported payment facilitator. Third Party Partners report transactions to Snapwire and submit payments according to their payout schedules. Payouts will be processed on the 1st of the month following 30 days from the date the Seller requests payout. All sales are final and there is no cancellation once a license transaction has occurred. License Fees paid to the Seller for the Content is taxable income in most countries. Sellers who receive License Fees shall be liable for ensuring that all payments of tax and other payments are duly remitted in accordance with the applicable legislation of their country and region.

Straight Talk: We charge Buyers and pay Creators using Stripe and Paypal. We then keep a percentage to run the business. Oh, and you have to do your own taxes.

Creator Payout Policy: Part of Snapwire’s mission is to enable our Creators to thrive doing what they love. We make our creators our priority and honor our commitments to them. In exceptional circumstances, such as if a Creator submits content late or falsely represents their work, we will cancel a payout to a Creator or send a partial payout.

Assignment Expenses Covered by Snapwire.

For certain Briefs, a Creator may incur a few costs (such as model costs, entrance fees, location booking, food, etc.) to produce content as outlined in the Briefs. Snapwire will cover any expenses that have been pre-approved.

Onsite Shoot Cancellations

In the event a shoot could not be completed based on circumstances outside of the creator’s control–the Client cancelled, location was closed, or last minute changes occurred–a cancellation fee will be paid out to the creator. Cancellation fees are flat rates dependent on the shoot type.Employment and Withholding

Partial Payments

Payment is sent in full when the content submitted meets both the minimum deliverable amount and Briefs requirements. Partial payments will be sent if:

  • there is only some usable content (or the amount of content submitted is below the minimum deliverable amount).
  • not all required Briefs scenarios are present within the content submitted.
  • a reshoot is required and you are unable to do so.
  • there is no usable content.

Late Submissions

If content is submitted late, a percentage of the creator payment amount will be deducted resulting in a partial payment. The percent deducted increases each day after the submission deadline.

Post Production Request

Editing requests are made only to ensure the content submitted reflects the details outlined in a given Brief. If a creator is unable to apply the edits, a partial payment will be sent.

Full Payment Eligibility

Creators are eligible for full payment when any Briefs issues have been communicated and resolved proactively and they have submitted at least the minimum deliverable amount of content that is on-brand and on-Brief by the submission deadline.

No Payment Circumstances

Payment will not be issued if no content is submitted, or the content submitted is not the creator’s own work, is edited from their previous work, or is in other ways deceitful in nature based on Briefs requirements.

 

Snapwire does not employ Users in any way. As such, Snapwire will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with Your use of the Service or any transactions in connection therewith. You understand and agree that if Snapwire is found to be liable for any tax or withholding tax in connection with your use of the Services, then you will immediately reimburse and pay to Snapwire an equivalent amount, including any interest or penalties thereon.

Straight Talk: Just because you use Snapwire does not mean we hired you.

Sellers’ Representations & Warranty

The Seller represents and warrants that (i) it is the original creator of the Content and that it holds all rights in and to the Content; (ii) it has the legal right and capacity to enter into these Terms of Use; (iii) the Content does not infringe upon any copyright, trademark, moral right, right of privacy or publicity or other intellectual property right of any third party; and (iv) it has obtained, where applicable, a valid written model or property release from any relevant third party subject, co-owner or otherwise sufficient to license the Content through the Service (the “Releases”).

Straight Talk: You told us the truth when we asked you to.

User Indemnification

Each User (Buyer or Seller) agrees to defend, indemnify and hold harmless Snapwire, its affiliates, and their respective officers, directors, members, employees and agents, licensees, customers, and other Users from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to reasonable attorney’s fees) arising from your use of the Service; your use of the Content in violation of these Terms of Use; or your violation of any third party rights, including copyright, trademark right of publicity or privacy, or other third party intellectual property right; this defense and indemnification obligation will survive these Terms of Use and your use of the Service and the use of any Content.

Straight Talk: You won’t blame us for your negligence.

Snapwire’s Representations to Buyers

Provided a Buyer is not in breach of the Terms of Use, Snapwire represents and warrants to the Buyer that the Content (as submitted and unaltered by Users) that is downloaded and used in full compliance with the Terms of Use and applicable law will a) not infringe any copyright, trademark or other intellectual property right, and such unaltered Content does not violate any third parties’ rights of privacy or publicity; and (b) unaltered Content does not and will not: (i) violate any US law; (ii) be defamatory or libelous; or (iii) be pornographic or obscene.

Straight Talk: When a Buyer licenses we’ll stand by this agreement.

Indemnification to Buyer

Provided that Buyer is not in breach of the Terms of Use, Snapwire shall defend, indemnify, and hold Buyer harmless up to the “Limits of Liability” (as hereinafter defined) arising out of or directly connected to any actual or threatened third party lawsuit, claim, or legal proceeding for direct damages together with expenses (including reasonable outside attorney’s fees) based on Snapwire’s breach of its representations and warranties under the Terms of Use. This indemnification is conditioned upon you notifying Snapwire, in writing, of any such claim or threatened claim, no later than ten (10) days from the date you know or reasonably should have known of the claim or threatened claim including all details of the claim then known to you. The notification must be emailed to Snapwire at legal@snapwi.re with a hard copy sent to Snapwire Media Inc., 3905 State Street, Suite #7-510, Santa Barbara, CA 93105-5107. Snapwire shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Snapwire in the defense of any such claim and shall have the right to participate in any litigation at your own expense. Snapwire shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein. Snapwire shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or the context in which the Content is used by you. Snapwire’s total maximum aggregate obligation and liability to any one User for all claims shall be limited to Ten Thousand United States Dollars – US $10,000.00 – (the “Limits of Liability”).

Straight Talk: We’ll stand by our Buyers and Creators if there’s a problem up to a $10,000 limit.

Upon notice from Snapwire, or upon your knowledge that any Content is subject to a threatened, potential or actual claim for which Content owner or Snapwire may be liable, you must immediately and at your own expense (a) stop using the Content; (b) delete or remove the Content and any uses of the Content from your premises, computer systems and storage (electronic or physical); and (c) ensure that your clients, partners and any entity to whom you’ve provided Content do likewise. Snapwire shall provide you with replacement Content (which shall be determined by Snapwire in its reasonable commercial judgment) free of charge but subject to the other terms and conditions of this Terms of Use.

Disclaimer; Limitation of Liability

OTHER THAN AS SET FORTH IN INDEMNIFICATION ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SNAPWIRE AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT OWNERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN NO EVENT SHALL SNAPWIRE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT OWNERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Copyright Notice

Snapwire has adopted and implemented the Snapwire Copyright Policy in accordance with the Digital Millennium Copyright Act. For more information, please read our Copyright Policy.

Straight Talk: If a User reports a problem, we have a right to make it go away.

Third-Party Links, Sites, and Services

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Snapwire. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Snapwire, you do so at your own risk and you agree that Snapwire will have no liability arising from your use of or access to any third-party website, service, or content.

Straight Talk: Navigate to outside hyperlinks at your own risk.

Recovery

Snapwire has the right, at its expense, to determine in its sole and reasonable discretion, without obligation, if, and when, any legal action shall be pursued with regard to the Content offered exclusively on its own website, and to defend claims and counterclaims related to infringements of the Content. Snapwire shall have complete discretion regarding its choice of attorney or service for claims based on infringements. Settlements shall not be subject to the Seller’s prior approval. Seller agrees to cooperate with Snapwire, providing, if requested, all reasonable assistance to Snapwire. Seller agrees to be named in and be joined in as a party to any proceeding in connection with the prosecution or defense of any legal claim. However, the Seller shall not hold Snapwire responsible for any misuse of the Content by any third-party. If Snapwire chooses not to pursue any such claims, then the Seller is free to pursue such claims him or herself and is entitled to 100% of any compensation he or she receives. Otherwise, all settlements shall be subject to 50% of any settlement collected by Snapwire.

Straight Talk: If your Content is stolen and if we can find the thief, you agree to let us stand up for you.

Arbitration

Other than as provided below, any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of, or in connection with, or relating to these Terms of Use shall be resolved by binding arbitration by a single arbitrator by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The Parties agree that the location for arbitration shall be Santa Barbara, California. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees to the prevailing party and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the applicable courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SNAPWIRE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Straight Talk: If it gets icky, the Arbitrator gets a call.

Governing Law; Venue

These Terms of Use are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Other than claims subject to arbitration above, for any action at law or in equity of, you agree to resolve any dispute you have with Snapwire exclusively in a state or federal court located in Santa Barbara or the Federal Courts in the Central District of California, as applicable and to submit to the personal jurisdiction of the courts located in Santa Barbara or Los Angeles County as applicable for the purpose of litigating all such disputes.

Straight Talk: We love Santa Barbara, California and so you agree to visit us here if you have a dispute.

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Snapwire’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Snapwire reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Snapwire.

Entire Terms of Use

These Terms of Use, or any applicable Buyout Agreement, together with Snapwire’s Privacy Policy and any other legal notices published by Snapwire on the Service, shall constitute the entire agreement between you and Snapwire concerning the Service and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Snapwire.

Notice to California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:

The provider of the website is Snapwire Media Inc.

3905 State Street, Suite #7-510

Santa Barbara, CA 93105-5107

By email: hello@snapwi.re

To file a complaint or to receive further information regarding use of the Service, send a letter to the above address, contact Snapwire via e-mail. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814.

Acceptance of Terms
By accessing or using the Snapwire websites, the Snapwire service,
Marketplace, or any applications (including mobile applications) made
available by Snapwire (collectively, the “Service”), however accessed, you,
the User, agree to be bound by these terms of use (“Terms of Use”). Please
read these Terms of Use, Copyright Policies, Copyright Buyout and the
Snapwire Privacy Policy carefully. If you do not accept all of the terms
contained in these policies, do not register for or use the Service.
Straight Talk: Enjoy the Platform but play nice and follow all the
rules.
Provided you use the Content in accordance with these Terms of Use and any
Subscription from the Marketplace, Snapwire provides Buyers with an
indemnity from any claim based on its authorized use of such Content – up to
$10,000.