M-ND MEDIA SERVICES TERMS OF USE

Effective Date: April 11, 2017

Welcome to M-ND Media Inc. (the Company”). For purposes of this Services Terms of Use(“Terms of Use” or “Agreement”), “Service” or “Services” refers to the Company’s service, which can be accessed via the Company’s Social Media Platform (“Platform”).  The Platform includes, but is not limited to, the Company’s Social Media Printing Devices (“Devices”), APIs, email notifications, applications, buttons, widgets, ads, and our servers that host the Platform. Please review the following terms carefully. These Terms of Use are posted at http://www.m-nd.co/terms and on our Devices.  Notices of public display with references to these Terms of Use may be displayed at Device locations, both public and private.  By accessing or using the Service, you signify your agreement to these Terms of Use.  If you do not agree to these Terms of Use, you may not access or use the Service.  

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, UNLESS YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION FOUND IN SECTION 12 b. BELOW.

1. SERVICES PRIVACY POLICY

The Company respects the privacy of its Service users.  Please refer to the Company’s Services Privacy Policy (found here: http://www.m-nd.co/privacypolicy) which explains how we collect, use, and disclose information that pertains to your privacy.  When you access or use the Service, you signify your agreement to this Services Privacy Policy.

2. ABOUT THE SERVICE

The Service allows you to use the Platform to post and print images for public display by including a custom hashtag through your use of your various Social Media Services (“Social Media Services”) accounts that are available for public viewing including, but not limited to,Instagram, Twitter, Foursquare, and Facebook.  The Service can also be accessed by using your email or various text messaging services (e.g. Short Message Service “SMS”, iMessage, etc.)through your phone.  The Service uses custom hashtags, email addresses, and phone numbers toaggregate any information, text, graphics, photos or other materials uploaded, downloaded or appearing through Social Media Services, emails, or text messages (collectively referred to as “User Content”) and reposts them through the Service for public display and printing. The Service adheres to Social Media Services’ terms of use (e.g. terms of service, terms and conditions), community guidelines, privacy policies, and copyright policies posted on the Social Media Services websites and mobile applications.  The Service also adheres to email and text message service providers’ terms of use (e.g. terms of service, terms and conditions).  The Service also collects personal information for its customers.  The Service’s personal informationcollection includes, but is not limited to, user’s names, residential addresses, age, email address, and various survey data (collectively referred to as “Personal Information”).

3. RULES FOR USER CONDUCT AND USE OF THE SERVICE

You need to be at least 13 years old to use the Service.

You agree to allow the Service to use your Social Media Service username, the first four characters of your email, or the last four digits of your phone number on our Services for public display to print photos, on-site promotional activities, or promotional offers.  The Company will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your Social Media Service user name, your email, or your phone number.  You also agree to allow the Service to collect your personal information if you use the service and provide Personal Information.

a. Use Restrictions: Your permission to use the Service is conditioned upon the following Use Restrictions and Conduct Restrictions. You agree that you will not under any circumstances: Post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
i. Use the service for any unlawful purpose or for the promotion of illegal activities;
ii. Attempt to, or harass, abuse or harm another person or group;
iii. Use another user’s images, Social Media Service username, email, or phone number without permission;
iiii. Provide false or inaccurate information when posting photos to the Service;
v. Interfere or attempt to interfere with the proper functioning of the Service;
vi. Make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
vii. Bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; or
viii. Publish or link to malicious content intended to damage or disrupt another user’s browser or computer.
b. Posting and Conduct Restrictions: When you use a custom hashtag on Social Media Services, email your photo using the custom hashtag in the subject line, or text message your photo through text messaging servivces to use the Service, you will be providing your User Content included with the custom hashtag, email, or text message. You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service.  You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.  The Company, however, reserves the right to remove any User Content from the Service at its discretion.

The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:

i. You are solely responsible for your Social Media Services account and the activity that occurs while signed in to or while using your Social Media Services account;
ii. You are solely responsible for your email account and the activity that occurs while signed in to or while using your email account;
iii. You are solely responsible for your phone account and related text messaging services and the activity that occurs while using your phone account and signed in to your text messaging services;
iiii. You will not post information that is malicious, false or inaccurate;
v. You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and
vi. You hereby affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms of Use, remove any and/or all of your submissions, and terminate your account with or without prior notice.

You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility.  The Company is not responsible for any public display or misuse of your User Content.  The Company does not, and cannot, pre-screen or monitor all User Content.  However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.

4. ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Company, are those of their respective authors, and should not necessarily be relied upon.  Such authors are solely responsible for such content.  The Company does not guarantee the accuracy, completeness, or usefulness of any information on the Service and neither does the Company adopt nor endorse, nor is the Company responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than the Company.  The Company takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Service.  Under no circumstances will the Company be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to users.

Though the Company strives to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable.  The Company reserves the right, but has no obligation, to monitor the materials posted in the public areas of the service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. The Company shall have the right to remove any such material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others.  Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law.  If you become aware of misuse of our Service, violations of this Agreement, violations of Social Media Services’ terms of use (i.e. you set your Social Media Services account to public to use the service and then set it to private again), violations of email services’ terms of use, violations of phone services’ terms of use, or violations of text message services’ terms of use please contact us touviolations@m-nd.co.

5. LINKS TO OTHER SITES AND/OR MATERIALS

As part of the Service, the Company may provide you with convenient links to thirdparty website(s) (“ThirdParty Sites”) as well as content or items belonging to or originating from third parties (the “ThirdParty Applications, Software or Content”).  These links are provided as acourtesy to Service users.  The Company has no control over ThirdParty Sites and ThirdParty Applications, Software or Content or the promotions, materials, information, goods or services available on these Third-Party Sites or ThirdParty Applications, Software or Content.  Such ThirdParty Sites and ThirdParty Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by the Company, and the Company is not responsible for any ThirdParty Sites accessed through the Services or any Third Party Applications, Software or Content posted on, available through or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the ThirdParty Sites or the ThirdParty Applications, Software or Content.  Inclusion of, linking to or permitting the use or installation of any ThirdParty Site or any ThirdParty Applications, Software or Content does not imply approval or endorsement thereof by the Company.  If you decide to leave the Service and access the ThirdParty Sites or to use or install any ThirdParty Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any ThirdParty Site or ThirdParty Applications, Software or Content which you navigate to from the Service or relating to any applications you use or install from the Service.

6. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT
a. Termination of Repeat Infringer Accounts.  The Company respects the intellectual property rights of others and requests that the users do the same.  Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, the Company has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers.  The Company may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
b. DMCA Take-Down Notices.  If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to the Company’s designated copyright agent at M-ND Media Inc., Attn: DMCA Take-Down Notice, 244 Fifth Avenue, Ste 200, New York, NY  10001:
i. The date of your notification;
ii. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
iii. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
iiii. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
v. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
vi. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vii. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
c. Counter-Notices. If you believe that your User Content that has been removed from the Service is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:
i. Your physical or electronic signature;
ii. A description of the content that has been removed and the location at which the content appeared before it was removed;
iii. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
iiii. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Company copyright agent, the Company may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in ten (10) business days.  Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in the Company’s discretion) be reinstated on the Site in ten (10) to fourteen (14) business days or more after receipt of the counter-notice.

7. LICENSE GRANT

In accordance with Social Media Services terms of use, email services terms of use, phone services terms of us, or your text messaging services terms of use you retain your rights to any User Content you submit, post or display on or through the Service.  However, by posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.

You agree that this license includes the right for the Company to provide, promote, and improve the Services and to make User Content submitted to or through the Services available to other companies, organizations or individuals who partner with the Company for the syndication, broadcast, distribution or publication of such User Content on other media and services, subject to our terms and conditions for such User Content use. Such additional uses by the Company, or other companies, organizations or individuals who partner with the Company, may be made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through the Services. We may modify or adapt your User Content inorder to transmit, display or distribute it over computer networks and in various media and/or make changes to your User Content as are necessary to conform and adapt that User Content to any requirements or limitations of any networks, devices, services or media. You are responsible for your use of the Services, for any User Content you provide, and for any consequences thereof, including the use of your User Content by other users and our thirdparty partners. You understand that your User Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit User Content for such use, it may subject you to liability. The Company will not be responsible or liable for any use of your User Content by the Company in accordance with these Terms of Use. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.

8. INTELLECTUAL PROPERTY

You acknowledge and agree that the Company and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights,patents, trademarks, know-how, trade secrets and other proprietary rights.  Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.

9. EMAIL MAY NOT BE USED TO PROVIDE NOTICE

Communications made through the Service’s e-mail and another other messaging systems, will not constitute legal notice to the Company or any of its officers, employees, agents or representatives in any situation where notice to the Company is required by contract or any law or regulation.

10. USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you (a) consent to receive communications from the Company in an electronic form via our Services, our website at http://www.m-nd.co/, or your email address if you have submitted one to the Company; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.  The foregoing does not affect your non-waivable rights.

We may also use your email address, to send you other messages, including information about the Company, special offers from the Company, information from our partners, or information from third-parties. You may opt out of such emails by sending us an email to emailoptout@m-nd.co or mail to the following postal address: M-ND Media Inc., Attn: Email Opt Out, 244 Fifth Ave, Ste 200, New York, NY  10001.

Opting out may prevent you from receiving messages regarding the Company, our partners, or third-parties.

11. WARRANTY DISCLAIMER

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

12. LIMITATION OF DAMAGES; RELEASE

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE,  OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH THE COMPANY OR ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

If you have a dispute with one or more users or the Company’s partners that is the result from using the Service, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.  If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

a. Indemnification: You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at the Company‘s request), indemnify and hold the Company harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (1) your User Content or your access to or use of the Service; (2) your breach or alleged breach of these Terms of Use; (3) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (4) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (5) any misrepresentation made by you. You will cooperate as fully required by the Company in the defense of any claim. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of the Company.
b. Arbitration: Except if you opt-out or for disputes relating to: (1) your or the Company‘s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); or (2) violations of this Terms of Use’s Sections3 a. v through viii above (“Excluded Disputes”), you agree that all disputes between you and the Company (whether or not such dispute involves a third party) with regard to your relationship with the Company, including without limitation disputes related to these Terms of Use, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you and the Company hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules. You may bring claims only on your own behalf. Neither you nor the Company will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if the Company is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either the Company or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use. 

You may opt out of this agreement to arbitrate. If you do so, neither you nor the Company can require the other to participate in an arbitration proceeding. To opt out, you must notify the Company in writing within thirty (30) days of the date that you first became subject to this arbitration provision. You must use this address to opt out: 

M-ND Media Inc. ATTN: Arbitration Opt-out 244 5th Avenue, #200, New York, NY 10001 

You must include your name, home address, and social media account username, email, or phone number you used to access the Service, and a clear statement that you want to opt out of this arbitration agreement. 

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with the Service.
13. MODIFICATION OF TERMS OF USE

We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments.  It is your sole responsibility to check the Services, Devices, and our website at http://www.m-nd.co/terms from time to time to view any such changes to these Terms of Use .  If you continue to use the Service, you signify your agreement to our revisions to these Terms of Use.  However, we will notify you of material changes to the terms by posting a notice on our homepage. Any changes to these Terms of Use (other than as set forth in this paragraph) or waiver of the Company’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of the Company.  No purported waiver or modification of this Agreement by the Company via telephonic or email communications shall be valid.

14. GENERAL TERMS

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed consistent with applicable law.  The remaining portions will remain in full force and effect. Any failure on the part of the Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision.  Our rights under this Agreement will survive any termination of this Agreement.

You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE (1) year after the cause of action accrues.  Otherwise, such cause of action is permanently barred.

These Terms of Use and your use of the Service are governed by the federal laws of the United States of America and the laws of the State of New York, without regard to conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to the jurisdiction thereof.  

The Company may assign or delegate these Terms of Use and/or the Company’s ServicesPrivacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Services Privacy Policy without the Company’s prior written consent, and any unauthorized assignment and delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE SERVICES PRIVACY POLICY AT HTTP://WWW.M-ND.CO/PRIVACYPOLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

Last Updated: These Terms of Use were last updated on April 11, 2017.