Terms of Service - WordsEye Inc.

To assist you in using our Website and associated services, and to ensure a clear understanding of the relationship arising from your use of our Site and participation in our services, we have created (i) these Terms of Service (our "Terms of Service" or the "Terms") and (ii) a Privacy Policy. Our Privacy Policy explains how information you provide to us through the Site is treated, and our Terms govern your use of our Site. Our Terms and Privacy Policy apply to any visitor to the Website (collectively, you), including (i) casual visitors to our Site, who do not participate in the Services ("Site Visitors") and (ii) users who register for our services ("Registered Users"). The terms WordsEye,we, and us refer to WordsEye Inc.

Table of Contents

1. Your Agreement
2. Navigating our Terms
3. WordsEye Services
4. Obtaining a Password; Use of Your Password
5. Participation in the Service; Your Grant of Rights to WordsEye and Others
6. WordsEye's Grant of Rights to You
7. Paid Services
8. Code of Conduct
9. Monitoring of Interactive Services; Removing Postings
10. Partner Websites
11. Product Placements
12. Links to Third Party Sites
13. Submissions of Unsolicited Ideas
14. Technical Restrictions; Remedies
15. Disclaimer of Warranties; User Responsibility for Backups
16. Limitations of Liability
17. Availability
18. Indemnity
19. Contact for Alleged Copyright Infringement
20. Mandatory Arbitration; Class Action Waiver
21. Term and Termination
22. Additional Terms
23. Modifications to these Terms
24. Relationship to Privacy Policy and Other Contracts
25. Definitions
26. General
27. Contact

1. Your Agreement

These Terms constitute a legal agreement between you and WordsEye, and govern (i) your use of the Website; and (ii) your receipt of and participation in our Services. By accessing the domain www.wordseye.com and using any Service, you acknowledge that you have read, understand, and agree to become bound by these Terms of Service, just as if you had signed these Terms.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WORDSEY SERVICES. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR OUR THE PRIVACY POLICY DO NOT USE THIS WEB SITE. THESE TERMS CONTAIN WARRATY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THESE TERMS IN THEIR ENTIRETY.

2. Navigating our Terms

To assist you in understanding our Terms, we have (i) divided these Terms into numbered sections, (ii) created a table of contents at the end of these Terms, and (iii) provided a set of definitions to allow easy reference to the key concepts in these Terms, in Section 25 (Definitions). Our Privacy Policy (located at https://www.wordseye.com/help/legal/privacy-policy) provides additional definitions for key concepts.

3. WordsEye Services

We have developed software and technology that permits multi-user online content creation and sharing (the "WordsEye Software"). We give our users access to the WordsEye Software via our Website (the "Service"). The Service, in general terms, functions as follows:

4. Obtaining a Password; Use of Your Password

4.1. User Account. To access most of the functionality of the Service you need to register as a user and create a user Account (a "User Account"). If you register a User Account, you agree to provide accurate and complete answers to questions in the registration form. After registering, you agree to update your account information to keep it current.

4.2. Eligibility. You are eligible to become a Registered Member at our Site if you (i) are a natural person (not a legal entity) who is age 13 or older and (ii) you agree to abide by our Terms and Privacy Policy. Registered Users receive a user name and password on successfully registering to receive our Website's Services.

4.3. Protecting Your Password. Please keep in mind that we will treat anyone who uses your user name and password as "you." We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of the person using your password. Therefore, we recommend that you maintain your user name and password in confidence, and that you refrain from disclosing this information to anyone who might "pretend" to be you with respect to the Services and your participation on our Website. We also ask that you notify us immediately if you suspect that someone is using your user name and/or password in this or any inappropriate manner.

5. Participation in the Service; Your Grant of Rights to WordsEye and Others

The following specific provisions govern your use of User-Supplied Content, and your use of User-Supplied Content posted by others, in connection with the Service:

5.1. Providing User-Supplied Content. As a Registered User (and among other Site features), you are entitled to incorporate User-Supplied Content to generate a Display Image and (where applicable under a Premium Service) to enhance this Image. As provided in Section 15.2 (User Backups), please retain copies of your User-Supplied Content, as we will not necessarily preserve or return materials uploaded to our Site.

5.2. You Retain Ownership of Your User-Supplied Content. We do not claim ownership of your User-Supplied Content, and you retain all ownership rights you hold in your User-Supplied Content (including associated intellectual property rights).

5.3. No Ownership of WordsEye System. Although you retain ownership of your User-Supplied Content, as provided in Section 5.2 (You Retain Ownership of Your User-Supplied Content), you acknowledge (i) that this ownership has no effect on, and no relationship to, WordsEye's ownership of the WordsEye System (including all associated intellectual property rights), and (ii) that WordsEye retains ownership of the WordsEye System as provided in Section 6.6 (Reservation of Rights).


5.4. Your Grant of Rights to WordsEye. By providing User-Supplied Content, you grant us a royalty-free, non-exclusive, perpetual, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses this User-Supplied Content (and to sublicense others, such as Recipients, to exercise these rights). Except with respect to Artist Content under Section 5.5 (Artist Content), no compensation will be paid with respect to our use (other other's use) of your User-Supplied Content under this grant. We are entitled to charge Fees for use of WordsEye Images that incorporate your User-Supplied Content.

5.5. Artist Content. We are willing to consider a compensation arrangement for Artist Content you wish to provide. Please contact us in accordance with Section 27 (Contact) if you hold rights to Artist Content in which you believe we might be interested. No compensation arrangement for Artist Content will bind us unless (i) it is in writing, and (ii) we have expressly agreed to it, via an email response or other verifiable means for indicating consent.

5.6. Your Grant of Rights to Recipients. By providing User-Supplied Content, you also grant to all Recipients the same license provided for in Section 5.4 (Your Grant of Rights to WordsEye). Again, no compensation will be paid with respect to Recipients' use of your Content under this grant.

5.7. Privacy and Your User-Supplied Content. Please choose carefully the information you include in your User-Supplied Content, and that you provide to the Service. When you make this information available to participants in the Service, you should use discretion with respect to including any information that personally identifies you, such as your telephone number, street address, last name, email address, any geographically recognizable photographs, or other information that would allow others to identify you in an unwanted manner. The protections of our Privacy Policy do not apply to User-Supplied Content. We cannot provide (and do not provide) assurances that Recipients will use this User-Supplied Content in an appropriate or fair manner, or in a manner otherwise anticipated by you.

5.8. Removal of User Content. You may remove your User-Supplied Content from the Site at any time, in which case the original content will no longer be available for other users to view or use. Please understand that removal of your User-Supplied Content will not effect (i) Recipients' continued and unfettered use of Derivative Images that already include your User-Supplied content; and (ii) the ability of others to view WordsEye Images that have already circulated through other sites, including social media sites and search engines not affiliated with WordsEye, for an unlimited period of time. You acknowledge that WordsEye has no capacity to remove from the world wide web any portion of your User-Supplied Content. You agree that WordsEye is entitled to retain archived copies of your User-Supplied Content.

6. WordsEye's Grant of Rights to You

WordsEye grants to Registered Users and Site Visitors the rights and licenses they will need to use and enjoy our Site (as their site access permits), as follows.
6.1. WordsEye Intellectual Property; Ownership. WordsEye and its licensors (where applicable) hold intellectual property rights with respect to the Site and the Services. By way of clarifying example, and not by way of limitation, the (i) WordsEye Software that powers the Service and is made available to use from the Site is the intellectual property of WordsEye and/or its licensors; (ii) all WordsEye Marks are the intellectual property of WordsEye; (iii) trademarks of other persons that appear on the Site are the intellectual property of their respective owners; and (iv) all content available on or through the Website -- other than User-Supplied Content of users other than WordsEye -- including all WordsEye-Supplied Visuals and all other information, artwork, text, video, audio, pictures, or other intellectual property found on the Website, or embodied in the Services, is the sole property of WordsEye and its licensors (or used under "fair use" principles").

6.2. Rights to Access Website. Subject to their compliance with these Terms, WordsEye hereby grants to Site Visitors and Registered Users, under WordsEye's intellectual property rights, a revocable, non-assignable right to access and use the publicly-available areas of Website personal and non-commercial use, and for no other purposes.

6.3. Right to Participate in Services and Generate WordsEye Images. Subject to their compliance with these Terms, including the restrictions set out in Section 6.4 (Restrictions; Non-Commercial Use Only), WordsEye hereby grants to Registered Users a revocable, non-assignable right, under the WordsEye IP, (i) to access and use the password-protected areas of Website, solely for purposes of participating in the Services; (ii) to use the WordsEye System to generate Display Images (and, where applicable, Printed Images via our Merchandise Services) for personal and non-commercial use, and for no other purposes; (iii) to share Display Images with Recipients, and display such Images via standard-sized mobile devices and computers, all for personal and non-commercial use, and for no other purposes; and (iv) where applicable, to generate and use Printed Images via our Merchandise Services for personal and non-commercial use, and for no other purposes.

6.4. Restrictions; Non-Commercial Use Only. For the avoidance of doubt, (i) you are entitled to use the Service and WordsEye Images only for non-commercial personal use; and (ii) you are prohibited from using the Service or any WordsEye Images in any manner that generates revenue or other items of monetary value to you or another.

6.5. WordsEye Attribution Right. WordsEye reserves the right to affix one or more WordsEye Marks to WordsEye Images and to include copyright notices on such WordsEye Images, in a location and size reasonable in relationship to the content of the Image. You agree not to remove these WordsEye Marks or copyright notices, or to alter the placement, appearance, or content of the WordsEye Marks or copyright notices.

6.6. Reservation of Rights. The WordsEye System and Site is protected by U.S. and international copyright and other intellectual property laws, and WordsEye retains all rights with respect to the WordsEye System, Website, and the Services, except those expressly granted to you in this Section 6 (WordsEye Grant of Rights to You). You agree not to duplicate, publish, display, distribute, modify, create derivative works from, or exploit in any way the WordsEye System, Website, and the Services, or any associated intellectual property rights, except as expressly allowed in this Section 6 (WordsEye Grant of Rights to You).

7. Paid Services

You are responsible and agree to pay all Fees incurred, by you or anyone you allow to use your account, as follows:

7.1. Premium Services and Premium Content. We may determine, in our discretion, to offer for a Fee certain premium services or premium content -- beyond our standard no-charge Services ("Premium Content" and "Premium Services" respectively).

7.2. Merchandise Services. As a component of our Premium Services or Premium Content, we may all third parties to provide services, in conjunction with our Site, that permit a User to incorporate a Print Image on an offline greeting card, T shirt, coffee mug, or other merchandise ("Merchandise Services"). Merchandise Services (where applicable) are provided for a separate fee, and under terms that include those set by our third party merchandisers.

7.3. One-Time License Fees. We might make certain Premium Content or Premium Services available for you to license for a one-time fee (a "License Fee"). We will disclose applicable License Fees to you via the WordsEye Service before you complete the license purchase. License Fees are non-refundable, and you agree that you are not entitled to a cancellation or cooling-off period with respect to License Fee transactions, and that the purchase becomes final when you receive delivery of or otherwise access the Premium Content or Premium Service covered by that License Fee.

7.4. Subscription Services and Subscription Fees. We might similarly offer recurring subscriptions to Premium Services, and these Premium Services will require paid subscriptions to access ("Subscription Services" and "Subscription Fees," respectively).

7.5. Automatic Renewal; Cancellation Rights. Subscription Services are automatically renewed. We will notify you prior to each auto-renewal and you will have a period of thirty (30) days after this notice to cancel your Subscription Service (the "Cancellation Period" and your "Subscription-Cancellation Right," respectively). If you do not cancel your Subscription Service within the Cancellation Period, you authorize us to charge your payment method for the renewal term. The period of auto-renewal will be the same as your initial subscription period unless otherwise disclosed to you at the time of sale. The renewal rate will be no more than the rate for the immediately prior subscription period, excluding any promotional and discount pricing, unless we notify you of a rate change prior to your auto-renewal.

7.6. Trial Subscriptions. From time to time, we may offer a free trial subscription for a WordsEye Service. If you register for a free trial subscription, we will begin to bill your account when the free trial subscription expires, unless you cancel your subscription before that time.

7.7. In-Service Currency. You acknowledge that the Service may include a component of virtual currency ("In-Service Currency"). Your purchase of In-Service Currency is payment for a limited, non-assignable, license, in accordance with and subject to the limitations of Section 6 (WordsEye Grant of Rights to You), where applicable, (i) to use a feature of the Service, (ii) to use WordsEye-Supplied Visuals; (iii) to incorporate User Images in a Display Image; or (iv) to use or enjoy other aspects of the Site, our Premium content, or our Premium Services. In-Service Currency can only be used in connection with the WordsEye Services where you obtained the In-Service Currency or where they were developed by you as a result of your use of the Service. In-Service Currency is not redeemable or subject to refund and cannot be traded outside of the WordsEye Services for money or other items for value. We may modify or discontinue In-Service Currency at any time, and we are entitled to distribute In-Service Currency to Registered Users without charge, in our discretion.

7.8. Payment via 3rd Party Payment Services. WordsEye 3rd party payment services (Paypal, Amazon Payments, Google Wallet) to pay for any goods or services. When you provide payment information to WordsEye, you represent and warrant that you are the authorized account holder that is using the payment information to pay the charges or fees. If you have a subscription, you agree to promptly notify us of any changes to your payment account, its expiration date and/or your billing address, and you agree to promptly notify us if your payment account expires or is cancelled for any reason.


7.9. Taxes. If Fees you provide in connection with use of the Service are subject to use or sales tax, then WordsEye shall be entitled to charge you for any such taxes. You shall be responsible for any tax consequences that may result from your participation in the WordsEye Credit service.

8. Code of Conduct

Our Services (i) allow you to interact with Recipients of Display Images you create, and (ii) where applicable, may provide methods for you to interact with other Registered Users. Whether you are a Visitor or a Registered User, as a condition to your use of the Website or the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:

We will enforce the above Code of Conduct wherever we deem necessary. Please understand, however, that WordsEye does not control -- and does not necessarily endorse -- User-Supplied Content found in the Services. When you participate in the Services, you do so at your own risk, and we expressly disclaim responsibility for User-Supplied Content found in these Services.

9. Monitoring of Interactive Services; Removing Postings

9.1. Notice. We expect each user of our Website to act responsibly, and to respect the rights of others. We seek to protect the integrity and security of our computing systems, and the right to protect our community of Registered Users from claims of intellectual property infringement and other claims or threats, such as those detailed in our Code of Conduct. Toward these ends, we reserve the right in our discretion (i) to monitor your use of the Website, the WordsEye System, and the Services, (ii) to restrict or foreclose access from certain Internet sites or other resources, and (iii) to take other actions we deem necessary to protect our community of users and our resources. Due to this monitoring, you cannot expect that communications through our Website will remain "private" or otherwise free of our review. Please refer to our Privacy Policy for a precise statement concerning your expectations of privacy.

9.2. Filters; Blocking and Removal of Content. Although we have no -- and assume no -- obligation to monitor activities on our Website, please understand that we may employ filters designed to detect and block activities and the transmission of content that conflict with our Code of Conduct. We reserve the right to edit, to refuse to post, or to remove any information or materials, in whole or in part, that we believe, in our sole discretion, are incompatible with our Code of Conduct.

9.3. Reports and Complaints. If you believe that a User has acted inappropriately, such as by violating our Code of Conduct, you may report your concerns either via the links we have included on the Site, or by contacting us in accordance with Section 27 (Contact). If we are notified by a Registered Member or Site Visitor that he or she believes content (including User-Supplied Content) at the Site does not comply with our Code of Conduct, we may investigate the allegation and determine in good faith, in our sole discretion, whether to remove or block access to such content, or to take action with respect to person or persons responsible for posting such content. We have the right (but not the obligation), in our sole discretion, to remove, relocate, or otherwise block or restrict any content (including User-Supplied Content), with or without notice, and without liability.

9.4. Revocation or Suspension of Use Privileges. We reserve the right -- with or without notice to you -- to terminate or suspend your access to some or all of the Services, our Services, or the Website if you engage in activities that we conclude, in our discretion, breach our Code of Conduct. Users should also understand that our Code of Conduct is based in many instances on principles of state and federal law. Users who violate our Code of Conduct accordingly may be exposed under these state and federal laws to criminal charges, and civil liability to harmed parties for compensatory damages, attorney's fees, and other sanctions. WordsEye reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, consistent with its Privacy Policy.

10. Partner Websites.

WordsEye has designed the Service to be experienced only as offered (i) by WordsEye on the Website; (ii) via websites of authorized WordsEye providers ("Authorized Websites"); or (ii) through the WordsEye API. You may not provide other means to access WordsEye Services without our prior written consent. If you run a partner website or use the WordsEye API, you may not charge any fee to access WordsEye Services, and you must comply with terms and conditions we impose in giving you permission to host an Authorized Website or use our API.

11. Product Placements.

We may enter into arrangements that involve product placements for goods or services, branded under third party trademarks, via WordsEye-Supplied Visuals ("Placements"). You agree to retain, and not mask or disfigure Placements via the Service. WordsEye does not endorse the companies or products that are the subject of a Placement.

12. Links to Third Party Sites

The Website may also contain links or produce search results that reference links to third party Websites (collectively "Linked Sites"). WordsEye has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites. WordsEye does not endorse the content of any Linked Site, nor does WordsEye warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other Web-access device. By using the Website to search for or link to another site, you agree and understand that such use is at your own risk.

13. Submissions of Unsolicited Ideas

If you provide us with ideas, feedback on our Site or Services, suggestions, or other materials (collectively, "Unsolicited Ideas"), you acknowledge and agree (i) that these Ideas are not being made in confidence or trust; (ii) that no confidential or fiduciary relationship is intended or created between you and us in any way; (iii) that you have no expectation of review, compensation or consideration of any type; and (iv) we will be free to use and exploit such Unsolicited Ideas in our discretion and without compensation or obligation to you. To the extent your Feedback embodies intellectual property rights, you hereby grant to us a non-exclusive, irrevocable, sublicensable, paid-up, transferable license, under your intellectual property rights, to use, modify, distribute, and otherwise exploit Feedback.

14. Technical Restrictions; Remedies>

Please keep in mind that you must respect and comply with our specified file size, bandwidth, and storage limitations for User-Supplied Content you submit. If we determine, in our discretion, that it is necessary, we will disable or take other related action concerning accounts that in our view are using excessive bandwidth or other system resources.

15. Disclaimer of Warranties; User Responsibility for Backups.

15.1. Disclaimer. THE WORDSEYE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. WORDSEYE DISCLAIMS (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE ON THE WEBSITE; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION ON THE SITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND RELATED SERVICES IS AT YOUR SOLE RISK.

15.2. User Backups. You are solely responsible at your sole cost and expense (i) for creating backup copies of any User-Supplied Content you post or store on the Site or provide to WordsEye; and (ii) for maintaining a copy of Display Images you generate using the Service.

16. Limitations of Liability

To the full extent permitted by applicable law:

16.1. No Consequential Damages. IN NO EVENT SHALL WORDSEYE OR ITS LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, EVEN IF WORDSEYE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2. Limitation of Liability. IN NO EVENT WILL THE LIABILITY OF WORDSEYE OR ITS LICENSORS, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT OF PAYMENTS YOU HAVE MADE TO WORDSEYE DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT ABOUT WHICH YOU COMPLAIN. IF WORDSEYE RECEIVES NO SUCH PAYMENTS, THE LIABILITY OF WORDSEYE, IN THE AGGREGATE, SHALL NOT EXCEED $50. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL WORDSEYE OR ITS LICENSORS BE LIABLE TO YOU (OR YOUR AGENTS) FOR ANY OTHER AMOUNTS OR REMEDIES ARISING FROM DAMAGES YOU CLAIM RELATED TO YOUR USE OF THE SITE, THE SERVICES, OR User-Supplied Content.

16.3. Consumer Protection Exception. THESE DISCLAIMERS AND LIMITATIONS DO NOT AFFECT STATUTORY PROTECTIONS TO WHICH YOU ARE ENTITLED AS A CONSUMER, AND DO NOT PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE.

17. Availability

We will use reasonable efforts to maintain Site availability; however, consistent with the disclaimer and limits set out in Section 15 (Disclaimer of Warranties; User Responsibility for Backups) and Section 16 (Limit of Liability), we do not guaranty or provide assurance concerning the availability of our Site.

18. Indemnity

You agree to defend, indemnify, and hold WordsEye and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms.

19. Contact for Alleged Copyright Infringement

WordsEye respects the intellectual property rights of others and requires that its users do the same. If you believe that Content on the WordsEye Site or other activity taking place on the Site constitutes infringement of a work protected by copyright (a "Work"), please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) (theDMCA) to respond to such concerns, as follows:

e-mail: type-a-picture@wordseye.com
Attention: DMCA notification

Your notice must comply with the DMCA. Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA.

20. Mandatory Arbitration; Class Action Waiver

20.1. Resolution. Any claim, dispute, or controversy arising out of, relating to, or connected in any way with the Site or our Services, Privacy Policy, or Terms of Use (each a "Claim") that you may have against WordsEye shall be resolved exclusively by final and binding arbitration. Any Claim we may have arising out of your activities with respect to the Website shall similarly be resolved exclusively by final and binding arbitration (unless the Claim involves misappropriation or infringement of or by the WordsEye intellectual property, in which case either party shall be entitled to proceed to litigation in a federal or state court, as applicable, and this Section 20 (Mandatory Arbitration) shall not apply). YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN A COURT BEFORE A JUDGE OR JURY.

20.2. Rules and Procedures. This binding arbitration shall be administered by the American Arbitration Association (AAA) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (Rules and Procedures) (available at http://www.adr.org). The arbitration shall be held at a location in the United States determined by the AAA under these Rules and Procedures, or at another location that you and WordsEye select by mutual agreement.


20.3. Choice of Law. The arbitrator shall apply the laws of the State of New York.

20.4. No Class Action Claims. There shall be no authority for any claims to be arbitrated on a class or representative basis. The arbitrator is authorized to decide only your and/or our individual claims; and he or she shall not consolidate or join the claims of other persons or parties who may be similarly situated; and no class action claims shall be permitted. If this class action waiver is ruled unenforceable as to some or all elements of a dispute, those elements shall be severed and proceed in a court of law, and the remaining elements shall proceed in arbitration.

21. Term and Termination

These Terms and our Privacy Policy will take effect upon your access to our Site (in accordance with Section 1 (Your Agreement) and the counterpart Section in our Privacy Policy) and will continue until terminated in accordance with this Section 21 (Term and Termination).

21.1. Your Right to Terminate. You may terminate your account at any time. Your rights to cancel Fees (if any) are set out in Section 7 (Paid Services), and your rights to remove your User-Supplied Content -- and the limitations on those rights -- are set out in Section 5 (Participation in the Services; Your Grant of Rights to WordsEye and Others).

21.2. Our Right to Terminate. We are entitled to cancel your account and deny you Services for a breach of these Terms of Service, as determined by us in our discretion, and with or without further notice. In addition, we reserve the right to modify, interrupt or discontinue the Service with or without notice for any reason or no reason and you agree that WordsEye will not be liable for any modification, interruption or suspension of the Service. Our obligations with respect to Fees upon termination (if any) are set out in Section 7 (Paid Services).

21.3. Survival. Those terms that, by their nature, should survive termination or cancellation of these Terms of Service, shall survive.

22. Additional Terms.

We may include additional terms and conditions for particular activities, such as participation in a competition, service or other activity. We will disclose any additional terms ("Additional Terms") to you in connection with that activity. Additional Terms are incorporated in these Terms. In the event of a conflict between these Terms and any Additional Terms, the Additional Terms will prevail.

23. Modifications to these Terms

We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Website. Please feel free to print out a copy of these Terms for your records.

24. Relationship to Privacy Policy and Other Contracts

These Terms must be read in conjunction with our Privacy Policy. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy will control.

25. Definitions

"Artist Content" means Visuals the user licenses from third party artists, designers, and others professionals for use with respect to the Services.

"Code of Conduct" means the provisions set out in
Section 8 (Code of Conduct).

"Derivative Image" means an Original Image that has been modified by a Recipient using the Service.

"Display Image" means a Live Image that has been converted by the WordsEye Software to a static form, for sharing with Recipients. For the avoidance of doubt, the term "Display Image" means (i) Original Images as well as (ii) Derivative Images.

"Fees" means (i) License Fees and (ii) Subscription Fees. For the avoidance of doubt, the term "Fees" includes both (a) charges for monetary payments and (b) the exchange of In-Service Currency.

"In-Service Currency" means the virtual currency available for use with respect to the Service, as provided in Section 7.7 (In-Service Currency).

"License Fee" means the one-time fee we charge (or provide in exchange for In-Service Currency) for specified Premium Content or a Premium Service, as further provided in Section 7.3 (One-Time License Fees).

"Live Image" means a 3D scene, data model, or Visual that incorporates User-Supplied Content and that is in a form that a User can manipulate using the WordsEye Service.

"Merchandise Services" means services WordsEye provides that permit a User to incorporate a Print Image on an offline greeting card, T shirt, coffee mug, or other merchandise.

"Original Image" means a Display Image created "from scratch" by a user, through the System, before a downstream Recipient modifies that Display Image.

"Personally Identifiable Information" means a natural person's name, address, telephone number, email address, or other data used to identify, contact, or precisely locate that natural person.

"Premium Content" means WordsEye-Supplied Visuals for which WordsEye charges Fees.

"Premium Services" means those services for which WordsEye charges Fees.

"Print Image" means a Display Image that has been converted, through the Service, to a print form for use in connection with Merchandise Services.

"Recipient" means a person who receives a Display Image from a User.

"Registered User" has the meaning provided in the introduction to these Terms. The term is further defined in our Privacy Policy.

"Services" means all services available via the Website, including access and use of (i) the WordsEye Software; (ii) Premium Services and Premium Content; and (ii) Merchandise Services.

"Subscription Fee" means the subscription fee we charge (or provide in exchange for In-Service Currency) for specified Premium Content or a Premium Service, as further set out in Section 7.4 (Subscription Services and Subscription Fees).

"User Images" means images and photos uploaded by a User, as part of a Premium Service, for inclusion in a Live Image.

"User-Supplied Content" means (i) User Text; (ii) User Images (where applicable); (iii) Artist Content provided by the user (where applicable) and (iv) user profiles.

"User Text" means text a user supplies in order to generate a Display Image.

"User", "you" or "your" means (i) Visitors; and (ii) Registered Users. Where applicable, the term "you" will refer to individuals who view or access WordsEye Images, and follow the dispute resolution and related procedures set out in these Terms.

"Visitor" means any visitor to our Website other than a Registered User.

"Visuals" means (i) images and photos; (ii) objects; (iii) lighting and other visual effects; (iv) 3D models, views of 3D scenes, and related data sets; (v) animations; (vi) outputs from graphics processing units ("GPUs") (if applicable); and (vii) software and technology (now known or hereafter invented) used to generate or modify the above.

"We," "us," and "our" means WordsEye Inc.

"Website" or "Site" means the website located at www.wordseye.com.

"WordsEye Images" means (i) Display Images and (ii) Printed Images.

"WordsEye Marks" means all trademarks, service marks, trade dress, logos, slogans, trade names, domain names (including second-level and other domain names) and other source identifiers, together with all translations, adaptations, derivations, and combinations thereof, whether registered or unregistered, owned or used by WordsEye in connection with the Services. WordsEye Marks include WordsEye™ Type a Picture™ Watch your Language™ and the logo containing the words WordsEye Watch your Language.

"WordsEye Software" means the software, methods, and technology employed by WordsEye to generate WordsEye Images and to otherwise provide the Services.

"WordsEye-Supplied Visuals" means (i) WordsEye Visuals and (ii) WordsEye Third Party Visuals.

"WordsEye System" means (i) WordsEye Software, (ii) WordsEye-Supplied Materials, and (iii) any other elements of the Services other than User-Supplied Content.

"WordsEye Third Party Visuals" means Visuals licensed by a third party vendor to WordsEye for use in connection with the Services.

"WordsEye Visuals" means Visuals developed or otherwise owned by WordsEye.

26. General

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. WordsEye's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between WordsEye and you with respect to the subject matter covered by these Terms and supersede any prior or contemporaneous understanding, whether written or oral. Your rights and obligations under these Terms of Service shall not be assignable by you, either in whole or in part. WordsEye reserves the right to assign its rights and obligations under these Terms.

27. Contact

If you have any questions or concerns about our Terms of Service, please contact us:

type-a-picture@wordseye.com

Wordseye, Inc
189 Marcotte Lane
Bergenfield, NJ 07621


Terms of Service Version 6 - Last modified: November 1, 2016