Terms Of Service

The web pages available at NiftyImages.com and all linked pages (collectively “Site”) are owned and operated by NiftyImages, Inc. (“NiftyImages”) and are accessed by you, the Authorized User, (“You”, “Your” or “Authorized User”) under the Terms of Use described below (“Terms” or “Agreement”).

Please read these Terms carefully before using the services (defined below). By accessing the Site, viewing any content or using any services available on the Site (as each is defined below)(collectively, the “Services”), You agree to be bound by these Terms, which govern our relationship with You in relation to the Site. If You disagree with any part of the terms, then You may not access the Site.

The Site is an online image hosting website which enables users to host, modify and serve images. Services include, but are not limited to, any service and/or content NiftyImages makes available to or performs for You, as well as the offering of any materials displayed, transmitted or performed on the Site or through the Services. Content includes, but is not limited to, text, messages, information, data, graphics, photographs, images, illustrations, and software (collectively “Content”).

Your access to and use of the Site may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside the control of NiftyImages. NiftyImages reserves the right to suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice. NiftyImages may also impose limits on certain features and Services or restrict your access to parts of or all of the Site and the Services without notice or liability. The Site should not be used or relied upon for storage of your photographs and images and you are directed to retain your own copies of all content posted on the Site.

NiftyImages reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of NiftyImages’ services to its customers; (ii) the competitive strength of or market for NiftyImages’ services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.

Pricing and plans may change at any time within the sole discretion of NiftyImages. NiftyImages may deliver notice of a change in plans and/or pricing on thirty (30) days’ advance written notice. Should You elect not to terminate your account in accordance with the Terms herein prior to the expiration of the thirty (30) days, You agree to be bound by the new pricing and plan.

Subject to and conditioned on Your compliance with the terms and conditions of this Agreement, NiftyImages hereby grants You a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by You in accordance with the terms and conditions herein. Such use is limited to Your internal use. As a condition to using Services, You are required to open an account with NiftyImages and select a password and username, and to provide certain registration information (collectively, “Access Credentials”). You represent and warrant that the registration information You provide is accurate, complete, and current at all times. Failure to provide accurate, complete or current information constitutes a breach of the Terms, which may result in immediate termination of Your NiftyImages account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. You acknowledge and agree that You are responsible for maintaining the confidentiality of Your Access Credentials, are solely responsible for all activities resulting from the use of Your Access Credentials, and any and all activities conducted through your NiftyImages account. Services are available only to individuals who are either (i) at least 18 years old, or (ii) at least 14 years old, and who are authorized to access the Site by a parent or legal guardian. If You have authorized a minor to use the Site, You are responsible for the online conduct of such minor, and the consequences of any misuse of the Site by the minor.

All Content posted or otherwise submitted to the Site is the sole responsibility of the account holder from which such Content originates, and You acknowledge and agree that You, and not NiftyImages, are entirely responsible for all Content that You, or any of your agents, representatives, or others with which You have shared Your Access Credentials with, upload, modify, serve, or otherwise submit to the Site. NiftyImages does not control any customer submitted Content and, as such, does not guarantee the accuracy, integrity or quality of such Content. As a condition of use, You shall not use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by NiftyImages. By way of example, and not as a limitation, You shall not use the Services:

• To abuse, harass, threaten, impersonate or intimidate any person;
• To post or transmit, or cause to be posted or transmitted, any Content that is libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or that infringes any copyright or other right of any person;
• For any purpose (including posting or viewing Content) that is not permitted under the laws of the jurisdiction where you use the Services;
• To post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any NiftyImages user;
• To post copyrighted Content which does not belong to You.
• You will not use any robot, spider, scraper or other automated means to access the Site for any purpose without NiftyImages express written permission. Additionally, You agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;
• To sell or otherwise transfer your profile.
• To report a suspected abuse of the Site or a breach of the Terms (other than relating to copyright infringement which is addressed under “COPYRIGHT COMPLAINTS” below) please send written notice to NiftyImages at email: help@NiftyImages.com.
• You are solely responsible for your interactions with other users of the Site. NiftyImages reserves the right, but has no obligation, to monitor disputes between you and other users.

Furthermore, You shall not, and shall not permit any other person to, access or use the Services except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, You shall not, except as this Agreement expressly permits:

• copy, modify, or create derivative works or improvements of the Services;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;
• bypass or breach any security device or protection used by the Services or access or use the Services other than through the use of Your then valid Access Credentials;
• input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
• damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, or NiftyImages’ provision of services to any third party, in whole or in part;
• remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof;
• access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party [(including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider customer)], or that violates any applicable Law; or
• herein.

Please read this section carefully before posting, uploading, or otherwise submitting any Content to the Site. By submitting content to the Site, You are granting NiftyImages a worldwide, non-exclusive license to use the Content and representing and warranting to NiftyImages that the Content is owned or duly licensed by You, and that NiftyImages is free to publish, distribute and use the Content as described herein without obtaining the permission or a license from any third party. In consideration of NiftyImages’ agreement and for the avoidance of doubt, You acknowledge and agree that:

• You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Site.
• You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish the Content that You submit.
• You hereby license to NiftyImages all intellectual property including patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for use on the Site pursuant to these Terms. The license granted to NiftyImages includes the right to use Your Content fully or partially for promotional reasons and to distribute and redistribute your Content to other parties, web-sites, applications, and other entities, provided such Content is attributed to You in accordance with the credits (i.e. username, profile picture, photo title, descriptions, tags, and other accompanying information) if any and as appropriate, all as submitted to NiftyImages by You.
• You retain all of your ownership rights in your Content. For clarity and the avoidance of doubt, You hereby grant NiftyImages a worldwide, non-exclusive, royalty-free license to use the Content in connection with the Services and NiftyImages business, including without limitation for promoting the Service in any media formats and through any media channels.
• You agree and acknowledge that NiftyImages does not endorse copyright infringing activities and infringement of intellectual property rights on the Site, and NiftyImages will take any required or necessary action to remove all Content that NiftyImages has a reasonable and good faith belief infringes on another’s intellectual property rights.
• You agree that you shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against NiftyImages, all of which such rights are hereby expressly and irrevocably waived by you in favor of NiftyImages.
• You agree that to the extent permitted by applicable law, you agree to indemnify and hold harmless NiftyImages, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Services.

Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials. For purposes of this Agreement, "Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to NiftyImages.

You have and will retain sole responsibility for: (a) all Customer Data (defined below), including its content and use; (b) all information, instructions, and materials provided by or on behalf of You in connection with the Services; (c) Your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by You or through the use of third-party services ("Customer Systems"); (d) the security and use of Your Access Credentials; and (e) all access to and use of the Services directly or indirectly by or through the Customer Systems or Your Access Credentials, with or without Your knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

You hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to NiftyImages, its subcontractors and personnel to enforce this Agreement and exercise NiftyImages’, its subcontractors', and personnel's rights and perform their obligations hereunder.

NiftyImages is in compliance with the General Data Protection Regulation (“GDPR”).

For security purposes, NiftyImages collects direct customer name and IP Address (“Customer Data”). This information is deleted after thirty (30) days when accurate image statistics are aggregated in the system. Any personalization used in our Personalized Images are put in the Image URL. These Image URLs are not stored by NiftyImages or associated with any record (subscriber). Additionally, email lists or information of third parties used by NiftyImages’ customers are not stored or collected by NiftyImages. Access to your Customer Data will be provided upon request.

NiftyImages’ employees are familiar with the GDPR’s general requirements and are adequately trained. NiftyImages does not process sensitive information or other protected; and NiftyImages has a notification process in case of breach. Any NiftyImages GDPR related questions, access request, or consent withdrawal can be sent to the following address: support@niftyimages.com

NiftyImages respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Content posted on the Site infringes the copyright or other intellectual property infringement (“Infringement”) of any person. NiftyImages will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the Site. If you are uncertain whether an activity constitutes Infringement, we recommended seeking advice of an attorney.

You represent and warrant to NiftyImages that:

• If You are an entity, You are duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
• You have the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
• the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party;
• when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; and
• You own or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by NiftyImages and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials. For purposes of this Agreement, "Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to NiftyImages.

The Services may provide, or third parties may provide, distributed images including links to other World Wide Web sites or resources. Because NiftyImages has no control over such sites and resources, you acknowledge and agree that NiftyImages is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that NiftyImages shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL SERVICES AND NIFTYIMAGES MATERIALS ARE PROVIDED "AS IS." NIFTYIMAGES SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, NIFTYIMAGES MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

To the fullest extent permitted by applicable law, You agree to defend, indemnify and hold harmless NiftyImages, its offices, directors, employees, representatives, affiliates, assigns and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, expenses (including but not limited to attorney’s fees) (collectively, “Losses”) arising from: (1) Your use and access to the Site or the Services; (2) any violation or breach of these Terms or its conditions, representations, or warranties; (3) the sale or use of your Images, (4) Customer Data, (5) negligence or more culpable act or omission (including recklessness or willful misconduct) by You or any third party on behalf of You, in connection with this Agreement, or (6) your violation of any third party right, including but not limited to another’s intellectual property rights or privacy rights.

IN NO EVENT SHALL NIFTYIMAGES, ITS OFFICES, DIRECTORS, EMPLOYEES, AGENTS, OR OTHER PERSONS ACTING ON BEHALF OF NIFTY IMAGES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

NiftyImages, NiftyImages.com and other NiftyImages graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of NiftyImages. NiftyImages trademarks and trade dress may not be used in connection with any product or service without the prior written consent of NiftyImages. The images and icons available in the NiftyImages icon pack may use by partners and third-party sites in connection with providing appropriate links to the NiftyImages Site.

The term of this Agreement commences as of the date of mutual execution (“Effective Date”) and shall continue unless terminated as set forth herein (the "Term").

NiftyImages may terminate or suspend any and all Services, Access Credentials, and/or your NiftyImages account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Further, either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Upon termination of Your account, Your right to use the Site and/or Services will immediately cease. If You wish to terminate your NiftyImages account, you may simply discontinue using the Services. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. It is Your responsibility to remove all Content from your account prior to termination. Upon termination of Your account NiftyImages will automatically remove all Content posted to Your account and disable Your Access Credentials.

• Modification. NiftyImages may modify the Terms in its sole discretion, at any time and for any reason, with or without prior notice to You.
• Assignment, Sale, Transfer. The rights and obligations under these Terms may not be assigned, sold, transferred, or otherwise disposed of by You. NiftyImages in its sole and absolute discretion may consent to an assignment, sale, transfer, or other manner of disposition.
• Entire Agreement. Both parties agree that the Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Terms.
• Governing Law and Venue. The Services, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of or related to the Services, execution or performance of the Services (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with the Services) shall be governed by, and enforced in accordance with the laws of the State of California. Any claim or cause of action (whether in contract, tort, or statute) that may be based upon, arise out of, or related to the Services, shall be lie in Sacramento County, California.
• Survival. To the extent necessary to carry out the Services and these Terms, the obligations and rights arising from or related to the Services shall survive Termination.
• Severability. If for any reason a provision contained in the Terms is held to be invalid, illegal, or otherwise void, the remaining provisions of these Terms shall not be affected and shall continue in full force and effect.
• Waiver. No waiver of any right by either party under these Terms shall be of any effect unless such waiver is expressed, in writing, and signed by the waiving party.
• Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
• Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
• Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.