D-Pop! Labs, Inc., also doing business as www.snapitto.me (we, "Snapittome"or the "Company"), operates an Internet-based marketplace (collectively, the "Service") that connects people seeking photographs with photographers selling photographs. By accessing the Company’s website (the "Site"), using the Service, and/or registering with us, you agree to be bound by the terms of this agreement ("Agreement") and you consent to our Privacy Policy.

1. Modifications to This Agreement. We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. We may amend these Terms of Use at any time by posting the amended terms on the Site.
2. Creation of Contests and Submission of Photographs. Snapittome provides an online venue where photographs can be bought and sold. Individuals seeking photographs ("Buyers") can create "contests"in order to solicit photo submissions. Photographers seeking to sell their photographs ("Sellers") can then submit their photographs in response to the contests. Buyers then have the option of picking the photograph they want to purchase from among the submissions.
1. Buyers. When you create a contest, you will be able to review the fees that we will charge for hosting the contest before submitting your contest. When creating the contest, you will have the option of purchasing (1) full rights in the photograph, granting you exclusive rights to sell, reproduce, prepare derivative works, distribute, and publicly display the photograph; (2) shared rights, granting you a non-exclusive license to reproduce, prepare derivative works, distribute, and publicly display the photograph, but no right to resell the original photograph; and (3) limited shared rights, the terms of which can be specified by you. You are under no obligation to select a winning photograph unless the contest is a "guaranteed contest,"in which case you must select a winning photograph if there are at least 30 submissions. Upon selection of a winning photograph, you agree to pay for the winning photograph with three (3) days according to the terms specified by you in the contest.
2. Sellers. As a general rule, you cannot retract or cancel a submission. When you place a submission, you agree to deliver the photograph according to the terms specified in the contest if your photograph is selected as the winning photograph. Changing your mind is not a valid reason for retracting a submission.
3. Taxes. By participating in the contests, Buyers and Sellers acknowledge and agree that they will be contracting directly with each other to buy or sell photographs. Snapittome will not be responsible for the reporting or payment of any taxes that may be due, or satisfying any other legal obligation with regard to the contests. For example, Buyers will be solely responsible for filing any 1099 tax forms where applicable.
4. Content.
   1. Review of Postings & Uploads. We assume no responsibility for monitoring the images, photos, postings, links, messages, text, files, video, sounds, or other materials ("Member Content") made available through the Service. We do not and cannot review all the Member Content posted or uploaded to the Site, nor do we pre-screen or approve such content.
   2. You agree and understand that the Member Content is the sole responsibility of the person from whom such Member Content originated. Under no circumstances will the Company be responsible for any Member Content or for any loss or damage of any kind incurred as a result of the use of any Member Content posted or otherwise made available through the Service. We encourage you to report inaccurate, unacceptable, offensive or illegal content to us and we reserve the right to delete or move any Member Content posted to the Site for any reason without prior notice.
   3. You are responsible for any content that you post or otherwise make available via the Site or that was posted through your account, and you represent that (i) you own any Member Content posted through your Account on the Site or otherwise have the right to post such Member Content and grant the license set forth in this section, (ii) you have obtained the consent of any individual or such individual’s legal guardian before posting any information about such individual, and (iii) the posting of such Member Content by you on the Site does not violate the privacy rights, publicity rights, copyrights, contract rights or other rights of any person. You agree to pay for all royalties, fees, and any other amounts due to any person by reason of any Member Content posted through your Account to the Site. By posting Member Content to the Site, you thereby grant us a non-exclusive license to use, reproduce, modify, publicly display, transmit such Member Content. Without this limited license, we would not be able to include Member Content on the Site.
   4. You acknowledge that all the content provided on this Site, other than the content that you post, is provided either by Snapittome, its licensors, third party authors, vendors and members (collectively, Third Party Providers) and the underlying intellectual property rights are owned by Snapittome and/or its Third Party Providers. Elements of the Site are protected by copyright, trade dress and other laws and may not be copied or imitated in whole or in part. All product names, company names, marks, logos, and symbols may be the trademarks of their respective owners. We do not claim any copyright in any Member Content.
5. Legal Forms. For the convenience of our Members, we may make available on our Site various legal forms and templates ("Forms"). Snapittome makes no representations or guarantees whatsoever that any of these Forms will be legally adequate, effective or even appropriate for use by you. We hold no responsibility for any damage, injury, or any negative effect that may result from your use of these Forms. In other words, you use these Forms at your own risk. We recommend that you consult with your own attorney before using any of our Forms or enter into any legal transaction.
6. Procedures for Reporting Copyright Infringement. We respect the intellectual property rights of others and ask that you do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please see our Procedures for Claimed Copyright Infringement.
7. Privacy. We respect your privacy. Our Privacy Policy is available on this Site, and by accessing the Site, you agree to be bound by the Privacy Policy. The Privacy Policy is incorporated by reference into this Agreement in its entirety.
8. Minors. In order to comply with the requirements of the Children's Online Privacy Protection Act of 1998 (15 U.S.C. § 6501–6506 (Pub.L. 105-277, 112 Stat. 2581-728, enacted October 21, 1998), the Company has a policy of not collecting the personal information of children under the age of 13. Children under the age of thirteen are not permitted to submit any Member Content.
9. Usage Rules. We reserve the right to deny you access to any and all parts of this Site for any reason, and at our sole discretion. We may also stop any transaction or take any other action needed to address technical issues, copyright infringement and other unlawful acts, objectionable material, or inaccurate listings, among other things. You expressly acknowledge and agree that the following rules shall apply to your use of the Service:
1. You may not impersonate another person.
2. You may not post or transmit any Member Content which is illegal, libelous or defamatory.
3. You may not post or transmit any Member Content which violates a person's right of privacy or otherwise discloses private or personal matters concerning any person other than yourself without the consent of such person or his or her legal guardian.
4. You may not post or transmit any Member Content which is indecent, obscene or pornographic.
5. You may not post or transmit any message, data, image or program that would violate the intellectual property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
6. You may not post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features.
7. You may not post or transmit any Member Content which is harmful, threatening, abusive or hateful.
10. Trademarks. D-Pop! Labs™ and SnapItTo.Me™ (the "Trademarks") are trademarks of the Company. Nothing in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Trademarks or any other trademark featured on this Site without our express written permission or the express written permission of the applicable third party. Except as expressly provided in this Agreement, any use of the Trademarks is expressly prohibited.
11. Disclaimers.
    1. We take no responsibility for Member Content or any other third party content or advertisements that are posted on the Site, nor do we take any responsibility for the goods or services provided by our advertisers. Nor do we make no representation or warranty as to the accuracy, completeness or authenticity of any such content or advertisements.
    2. Geographic disclaimer. The Service is administered from the State of California and is intended for users who are U.S. residents. Use of the Service or its contents may not be legal for some persons or in some countries outside the United States. If you elect to access and use the Site and content from outside of the United States, you do so at your own risk and are solely responsible for complying with all applicable laws and regulations.
    3. You expressly understand and agree that your use of our Services is at your sole risk. Our services are provided on an "as is"and "as available"basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The Company makes no warranty that: (i) the site or any services provided will meet your requirements, (ii) the service will be uninterrupted, timely, secure, accurate, valid, complete, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, if any, and (v) any errors in our Site or the products or services that we provide will be corrected. Any material downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from the Company or through the Service shall create any warranty not expressly stated in the terms of service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary within each state.
12. Indemnification. You agree to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents, information providers, partners, advertisers and suppliers (collectively, the "Snapittome Parties") from and against all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from (a) provision of Member Content by you, or (b) your use of the Content or Service; and/or (c) your breach of the terms of this Agreement, (including infringement of third parties' worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing the Site using your Account.
13. Waiver, Release and Limitation of Liability. You agree that none of the Snapittome parties shall have any liability to you under any theory of liability or indemnity in connection with your use of the Service, including, but not limited to direct, indirect, incidental, punitive, and consequential damages. You hereby release and forever waive any and all claims you may have against the Snapittome parties (including but not limited to claims based upon the negligence of any of the Snapittome parties) for losses or damages you sustain in connection with your use of the Service. You expressly waive any and all rights and benefits which you may have under Section 1542 of the California Civil Code, which provides as follows:
1. A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
2. Notwithstanding the foregoing paragraph, the total liability of the Snapittome parties, if any, for losses or damages shall not exceed the fees paid by you to us for the particular service provided. In no event shall any of the Snapittome parties be liable to you for any losses or damages other than the amount referred to above.
3. None of the Snapittome parties will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this site, or resulting from the act or omission of any other party involved in making the Service or content contained therein available to you.
4. If any part of this limitation does not apply to you, for any reason, then the aggregate liability of the Snapittome parties shall not exceed U.S. one hundred ($100) dollars in the aggregate.
14. Third Party Rights. The provisions of paragraphs 10 (Indemnification) and 11 (Waiver, Release and Limitation of Liability) are for the benefit of the Snapittome Parties. Each of the Snapittome Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.
15. User Representations. By registering on or continuing to use this Site, you represent and warrant that you are at least 13 years of age and that you possess the legal right and ability to enter into this Agreement and to use the Site in accordance with this Agreement. You agree to be financially responsible for your use of the Site, as well as for use of your Account by others whether authorized or unauthorized, including use by any minors living with you, and to comply with your responsibilities and obligations as stated in this Agreement.
16. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regarding provisions relating to conflicts of law. You agree that any legal action or proceeding between the Company and you for any purpose concerning this Agreement or the parties' obligations under this Agreement shall be brought exclusively in a court of competent jurisdiction sitting in Santa Clara County, California, United States, and by accessing the Site you consent to the personal jurisdiction of any state or federal court located in California. Any cause of action or claim you may have with respect to the Site or Service or this Agreement must be commenced within one (1) year after the claim or cause of action arises. This Agreement constitutes the entire Agreement between the Company and you with respect to your use of the Site and Service. Any failure by us to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between us and you nor trade practice in the industry shall act to modify any provision of this Agreement.
17. Termination, Assignment. We may terminate your Account at any time without notice to you. Among other things, we may terminate your account where you have repeatedly infringed on the intellectual property rights of others or violated the terms of this Agreement. We may assign our rights and duties under this Agreement to any party at any time without notice to you. You may not assign this Agreement to anyone else.

18. Notice. We may deliver notices to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first class U.S. mail to your address on record with us. You may give notice to us at any time by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:

    Attn: Legal, D-Pop! Labs, Inc., 4557 Cheeney St., Santa Clara, CA 95054

    You can also direct any questions concerning this Agreement to us at this address.

19. Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.