Welcome to Pindify. Please read this document carefully. Pindify S.A.R.L, trade register number B172939, with its registered office at 117, Val des Bons Malades, L-2121 Luxembourg (“Pindify”, “we” “us”, or “our”), operates an online marketplace on www.pindify.com (the “Pindify Site”) and other mobile applications and online services where users, creators and companies representing creators can listen, view, read, gather, publish and profit on art, texts, films, music and other content (collectively and including the Pindify Site, the “Pindify Service”).
If you represent a company, corporation or a legal entity other than yourself, you are, by accepting these Terms, agreeing on behalf of the entity ordering the Pindify Service, that the entity will be bound by and become a party to these Terms and certifying that you have the authority to bind the entity. If the entity does not agree to all of the Terms or if you do not have the authority to bind the entity to the Terms, do not select the “Accept” box upon registration or use the Pindify Service.
You must be at least eighteen (18) years of age in order to use the Pindify Service or be at least thirteen (13) years of age and have your parent or legal guardian’s permission to use the Pindify Service. You represent and warrant that you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. We may, at our sole discretion, refuse to offer the Pindify Service to any person or entity and change our eligibility criteria at any time. This provision is void where prohibited by law and any right to access the Pindify Service is revoked in such jurisdictions.
Notice to parents and legal guardians: When granting your child permission to use the Pindify Service, you agree to the Terms on behalf of your child. Consequently, it is your responsibility to monitor your child’s use of the Pindify Service. If your child is under thirteen (13) years of age or does not have your permission please contact us immediately so that we can disable his or her access.
As a User (defined in section 4.2), Pindify grants you a personal, non-transferable, non-exclusive, non-sublicensable and revocable license to use the Pindify Service for your own personal, non-commercial purposes in accordance with these Terms. The license shall remain in force until revoked either by you or Pindify. All parts of the Pindify Service are not accessible to all Users and may require registration and/or payment of applicable fees.
2.2.1 You may not use the Pindify Service for commercial purposes unless you are a registered Merchant or Publisher (defined in section 4.2), in which case you are only allowed to use the Pindify Service in accordance with these Terms.
2.2.2 You shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the Pindify Service or any modified version or derivative work of the Pindify Service created by or for you; (b) provide the Pindify Service, or any modified version or derivative work of the Pindify Service created by or for you, on a timesharing, service bureau or other similar basis; (c) remove or alter any copyright, trademark or proprietary notice in the Pindify Service; (d) copy any features, functions or graphics of the Pindify Service; (e) use or modify the Pindify Service in any way that would subject the Pindify Service, in whole in or in part, to a copyleft license; (f) send, store, or authorize a third party to send or store spam, unlawful, infringing or libelous material, or malicious code; (g) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Pindify Service; (h) use any of Pindify’s intellectual property protected by applicable laws and contained in or accessible through the Pindify Service for the purpose of building a competitive product or service or copying its features or user interface; (i) use the Pindify Service, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Pindify’s prior written consent; or (j) use the Pindify Service to develop or enhance any open source version of the Pindify Service.
3. THIRD PARTY APPLICATIONS
The Pindify Service is integrated with third party applications, websites, and services (“Third Party Applications”). These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Pindify does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
When you register for the Pindify Service you will be asked to create an account (“Account”). You shall upon registration of an Account, provide the account details, indicated at any given time in the registration form provided by Pindify. All details must be complete and accurate and you must notify us if the information changes.
4.2 User category
Upon registration of an Account, you may choose any of the following user categories: registered non-paying user (a “Browser”), registered paying user (a “Subscriber”), registered individual creator (a “Merchant”), or a registered company or corporation representing several individual creators (a “Publisher”). Unregistered visitors to the Pindify Service are called “Visitors”. All users in all user categories, including Visitors, are collectively referred to as “Users”. Different parts of these Terms apply to the different user categories. Please see www.pindify.com for details on current pricing and features.
When creating an Account you will be asked to select a username for your Pindify Service profile. We do not care what name you choose as long as you do not (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a username a name that is otherwise offensive, vulgar or obscene. We reserve the right to refuse registration of, or cancel a username at our sole discretion.
You are solely responsible for all activity that occurs on your Account and shall be responsible for maintaining the confidentiality of your password. You shall never use another User’s Account without such other User’s express permission or allow others to use your Account. You shall immediately notify Pindify in writing of any unauthorized use of your Account, or of any other Account related security breach of which you become aware, and immediately change your password.
5.1 Browser Account
Even if you are not charged for creating a Browser Account, Pindify may require payment for use of the Pindify Service at a later stage. In the event that you do not pay the requested fee for the Pindify Service, Pindify reserves the right to terminate your Account. Please note that your internet service providers' ordinary fees for e.g. data traffic apply when you use the Pindify Service.
5.2 Membership Accounts
5.2.1 In addition to offering the Browser Account, Pindify offers Subscriber, Merchant and Publisher Accounts (each a “Membership”). Please see our subscription pages for current Membership features and pricing. Features and prices are subject to change. You may elect to become a Subscriber, Merchant or Publisher on Pindify by paying the fee set out at the Pindify Site.
5.2.2 Only Subscribers, Merchants and Publishers are able to access content which a Merchant or a Publisher has marked as only accessible to paying Users (“Premium Content”).
5.3 Purchases from a Merchant or a Publisher
5.3.1 You may also purchase individual products and/or services from a Merchant or a Publisher through the Pindify Service, including, without limitation, purchases of content (including art, texts, films and digital music made available via download and streaming through the Pindify Service and physical merchandise). Each such purchase is a transaction between you and the Merchant or Publisher, as applicable (“Transaction”).
5.3.2 The Transaction constitutes a separate agreement between you and the Merchant or the Publisher, and Pindify is not a party to any such agreement. All inquiries regarding Transactions will be directed to the relevant Merchant or Publisher. Pindify is not responsible for refunds for Transactions, except as provided in these Terms. The Transaction may be governed by other terms and conditions that are presented to you at the time of purchase.
5.4 Cancellation and refunds
You have five (5) days after a purchase of a Membership to cancel and receive a full refund of your payment. After the cancelation period ends, all purchases are final and all fees paid are non-refundable, even if your Membership is later terminated by Pindify. If your Membership is terminated due to your breach of the Terms during the relevant cancellation period, you will not be refunded. If you have questions, please contact us. We do not issue partial refunds for unused time in a monthly billing cycle for which you have already paid.
Subject to the Terms hereof, you may choose to renew your Membership at the end of the Membership period. By default, all Memberships are set to automatically renew for the same period of time as the original Membership period you subscribed for. You may decline to renew at any time prior to the commencement of a renewal subscription. Pindify reserves the right to deny subscriptions, renewals, and other purchases for any reason.
5.6 End of membership
When a Membership ends, the Account automatically becomes a Browser Account and Pindify may disable access to or delete any content uploaded by you to comply with the limitations for a Browser Account.
5.7 Price changes
Price changes for Membership fees will take effect at the start of the next Membership period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Pindify Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Pindify Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
5.8 Credit risk
You shall be solely responsible and liable for, and Pindify shall have no responsibility or liability for, any bad debts (such as credit card returns or fraud), PayPal fees (except for fees charged on Pindify’s PayPal account), credit card transaction fees, disputed payments, and refunds, except as provided in these Terms.
6.1 These Terms remain in force until you or Pindify terminates them in either of the manners described below.
6.2 If you want to terminate your agreement with Pindify, you may do so by notifying us and terminating your Account. The notification shall be written and sent to us on email@example.com.
6.3 We may suspend or terminate your Account at any point in time or cancel our agreement with you and/or block or remove any content that you have submitted. If we delete your Account due to a violation of the Terms, you may not re-register for the Pindify Service. Pindify may block your email address and IP address to prevent further registration.
6.4 In the event that Pindify will no longer offer the Pindify Service in your country of residence or from which you are using the Pindify Service, we may at any time cancel our agreement with you.
6.5 Upon the termination of your Account and your agreement with us, you will no longer have access to your Account and all licenses granted by us will terminate, which may result in the forfeiture and destruction of all information associated with your Account, including, without limitation, any access to any Premium Content or Star Content (defined in section 20.3.1) you may have purchased through the Pindify Service. Your username and IP address may remain visible to other Users. Content submitted by you may no longer be available on the Pindify Service. We shall not be held liable for loss of such content.
6.6 All provisions of the these Terms which by their nature shall survive termination, including, but not limited to provisions regarding ownership, warranty disclaimers, indemnity and limitation of liability, shall remain in force after termination.
7.1 User Submissions
7.1.1 As a User on the Pindify Service, you may add, create, upload, submit, distribute, share or post (“Submitting” or “Submission”) content, videos (including music videos), audio clips (including music), written comments, data, text, photographs, software, scripts, graphics, or other information to the Pindify Site (collectively, the “User Submissions”). By Submitting User Submissions on the Pindify Site or otherwise through the Pindify Service, you acknowledge that you may be identified publicly by your User ID in association with any such User Submission.
7.1.2 All User Submissions which include the posting of new content to the Pindify Service is done through the creation of a card, containing information on the type of content, a brief description, tags, privacy settings and for Merchants and Publishers the option to mark whether or not the content is provided for free (“Card”). The options available on a Card may vary from time to time.
7.2 License to Pindify
7.2.1 By making a User Submission, you hereby grant to Pindify a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable and transferable license to use, modify, reproduce, distribute, transmit, transcode, prepare derivative works of, communicate to the public (e.g. display or perform), synchronize and otherwise fully exploit the User Submissions and (if applicable) the Merchant’s or Publisher’s name, trademark, likenesses and personal and biographical materials, in connection with the Pindify Service, including without limitation for promoting and redistributing part or all of the Pindify Service (and derivative works thereof), in any media formats and through any media channels (including, without limitation, third party websites), whether now known or hereafter developed. The above license shall include associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text.
7.2.2 For clarity, the foregoing license grant to Pindify does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing.
7.3 License to other Users
You grant each User of the Pindify Service a worldwide, non-exclusive, non-transferable license to access your User Submissions through the Pindify Service, and to use, edit, modify, reproduce (on any and all devices owned or controlled by the User), distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use.
7.4 Pindify’s right to control all User Submissions
7.4.1 Pindify may at its sole discretion delete, edit, modify, reformat, excerpt, or translate any User Submission submitted by you. Pindify may also remove or block any User Submission from the Pindify Service. All information publicly posted or privately transmitted through the Pindify Service is the sole responsibility of the User from which such content originated. Pindify does not endorse or support any User Submission or any opinion, recommendation or advice expressed in a User Submission. Pindify will not be liable for any errors or omissions in any content and Pindify cannot guarantee the identity of any other Users with whom you may interact in the course of using the Pindify Service.
7.4.2 Pindify retains the right, but does not have the obligation, to immediately halt the offering or sale of any goods or services, prevent or restrict access to the Pindify Service or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Pindify Site, or for any other reason in the sole and absolute discretion of Pindify, and to correct any inaccurate listing or technical problems on the Pindify Service. Pindify may carry out the abovementioned actions without prior notice and this does not lead to any liability for Pindify.
7.5 Content guidelines
7.5.1 You agree that the Pindify Service contains content specifically provided by Users or its partners and that such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Pindify Service.
7.5.2 For all of your User Submissions, you represent and warrant:
(i) that you have and will continue to have the right and all appropriate licenses, rights and consents needed to submit the content in your User Submission and for Pindify to use you User Submission when providing the Pindify Service, and to grant the licenses set forth in section 7;
(ii) that Pindify will not be required to pay any royalties or other compensation to any third party or acquire a license;
(iii) that the use or other exploitation of such User Submissions by Pindify and Users as contemplated by these Terms will not infringe or violate the rights of any third party; and
(iv) that the content complies with these Terms and all applicable laws.
7.5.3 By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Pindify Service, including without limitation any User Submission, that:
- you are not the creator and/or owner of all rights to, or that you do not have the creator’s and/or owner’s consent to publish, post, transfer, distribute or upload to the Pindify Service;
- is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
- involves commercial activities and/or sales without Pindify’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Pindify or any third party; or
- includes links to any third party website containing information which would be regarded as in breach of these Terms if provided in the Pindify Service directly.
7.6 Usage guidelines
7.6.1 In addition to the content guidelines, you shall behave in a civil and respectful manner at all times. Consequently, you shall not:
- impersonate any person or entity, including any employee or representative of Pindify, including use of the account or username of another User at any time;
- conduct unauthorized or unsolicited advertising, post junk or bulk email;
- harm or exploit people in a sexual or violent manner;
- attack sexual orientation or religion or discriminate in any other way;
- circumvent or modify or encourage or assist any other person in circumventing or modifying security measures and security technology that forms part of the Pindify Service, nor attempt to do any of the foregoing;
- use software that reads or adds data on the Pindify Service automatically;
- use the Pindify Service to request or encourage other Users to breach any provision of these Terms or abuse the Pindify Service or use it for any unlawful or unauthorized purpose (which includes transmitting any computer viruses through the Pindify Service, using the Pindify Service for illegal file sharing activities, or using the Pindify Service in a manner which violates or infringes the rights of anyone else).
7.6.2 Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Pindify in its sole discretion) an unreasonable or disproportionately large load on Pindify’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Pindify Service or any activities conducted on the Pindify Service; (iii) bypass any measures Pindify may use to prevent or restrict access to the Pindify Service (or other accounts, computer systems or networks connected to the Pindify Service); (iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Pindify Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Pindify Site.
7.6.3 Please note that in the event that you make any User Submission available on a third party website or application (and not directly on the Pindify Service), that User Submission may become subject to other parties’ privacy policies and user terms and conditions.
7.6.4 Accessing the Pindify Service is prohibited from territories where such a User Submission is illegal. If you access the Pindify Service from other locations, you do so at your own initiative and are responsible for compliance with local laws. You understand and agree that you may be exposed to content which is incorrect, offensive, indecent or otherwise objectionable. You hereby waive the right to invoke any legal rights you have or may have against Pindify attributable to such content, to the extent permitted by applicable law.
If you believe or suspect that any material available through the Pindify Service is in breach of these Terms or infringes your intellectual property rights, you may report such material to Pindify. Please see Pindify’s Copyright and Trademark Policy and follow the steps provided.
9. CONTENT AVAILABILITY
9.1 Content you purchase or subscribe to in a Transaction cannot be guaranteed to be available to you perpetually through the Pindify Service. For example, if we receive a notification of claimed infringement from a copyright owner or its agent with respect to specific content, then the law may require us to remove that content from the Pindify Service and not make it available for future sale and we may also have to deny continued access to anyone who previously has purchased such content. This means that you may lose access to purchased or subscribed content previously available to you through the Pindify Service.
9.2 If Pindify is required by law to deny access through the Pindify Service to previously purchased Premium Content, including by removing access to content from a User’s personal collection through any mobile application, then Pindify, Merchants or Publishers will not provide the User who purchased or subscribed to that Premium Content with a refund, except as required by applicable law. Users bear all risk from the denial of access to any Premium Content purchased or subscribed through the Pindify Service.
10.1 Pindify reserves the right to modify the Pindify Service. You are responsible for providing your own access (e.g. computer, mobile device, Internet connection, etc.) to the Pindify Service. Pindify has no obligation to screen or monitor any content and does not guarantee that any content available on the Pindify Service complies with these Terms or is suitable for all Users.
10.2 Pindify provides the Pindify Service on an “as is” and “as available” basis. You therefore use the Pindify Service at your own risk. Pindify expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Pindify makes no representations or warranties:
- That the Pindify Service will be permitted in your jurisdiction;
- That the Pindify Service will be uninterrupted or error-free;
- Concerning any content submitted by any User;
- Concerning any third party's use of content that you submit;
- That any content you submit will be made available on the Pindify Service or will be stored by Pindify;
- That any content or software available at or through the Pindify Service is free of viruses or other harmful components;
- That the Pindify Service will meet your business or professional needs;
- That Pindify will continue to support any particular feature of the Pindify Service; or
- Concerning sites and resources outside of the Pindify Service, even if linked to from the Pindify Service.
10.3 To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Pindify Service, and no warranties shall apply after such period.
10.4 If you are under the jurisdiction of the law of the United States, you hereby agree to the following in regard to the Electronic Communications Privacy Act (18 U.S.C. §§ 2701-2711): Pindify makes no guaranty of confidentiality or privacy of any communication or information transmitted through the Pindify Service. Pindify will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on Pindify’s equipment, transmitted over networks accessed by the Pindify Site, or otherwise connected with your use of the Pindify Service.
11.1 All intellectual property rights in and to the Pindify Service including but not limited to copyrights to the interface and design, database rights, patents, trademarks and trade names (whether registered or not), in and related to the Pindify Service as such is the property of Pindify or its business partners.
11.2 All brand, product and service names used in the Pindify Service which identify Pindify or third parties and their products and services are proprietary marks of Pindify and/or the relevant third parties. Nothing in the Pindify Service shall be deemed to confer on any person any license or right on the part of Pindify or any third party with respect to any such image, logo or name.
You agree to defend, hold harmless and indemnify Pindify and its affiliates, directors, officers, employees, and agents from and against any claims, costs (including properly incurred legal costs and other advisers’ fees), damages, expenses, liabilities and losses, that (i) arise in any manner whatsoever in relation to your activities on the Pindify Service, (ii) assert a violation by you of any term of these Terms; or (iii) assert that any content you submitted to the Pindify Service violates any law or infringes any third party right, including any intellectual property or privacy right. This indemnity shall, for the avoidance of doubt, include all claims by a third party owning, controlling or claiming any right in or to User Submissions, including claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees.
13.1 Pindify does not endorse and has no control over any User Submission. Pindify cannot guarantee the authenticity of any data which Users may provide about themselves. You acknowledge that all content accessed by you using the Pindify Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
13.2 To the fullest extent permitted by applicable law Pindify, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors shall not be liable to Users or any third party for any direct damages, indirect damages or any other damages of any kind, including but not limited to lost data, lost capital, lost profits, lost income, lost revenue, business interruption, damages for goodwill, procurement of substitute services, arising out of or in connection with these Terms or the use or inability to use the Pindify Service.
13.3 To the extent Pindify is liable to you for any damages, Pindify’s aggregate liability to you, whether for negligence, breach of contract or any other cause of action or omission shall be limited to the aggregate fees relating to the Pindify Service that you have paid to Pindify during the twelve (12) months preceding the event causing the damage.
13.4 You are solely responsible for your interaction with other Users or third parties through the Pindify Service. Pindify is not responsible of any disputes between you and other Users or third parties and shall not be involved in such disputes.
14.1 Because Pindify is not the buyer or seller in any Transaction, if a dispute arises between the participants in a Transaction, then you release Pindify (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
14.2 If you are a California resident, then you waive the 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.” You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of these Terms, and that without such waiver, these Terms would not have been entered into by Pindify.
14.3 Because Pindify is not the buyer or seller in any actual Transaction between Users and a Merchant or a Publisher and is not the agent of either for any purpose, Pindify does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such Transaction. Merchants and Publishers are individually responsible for compliance with all consumer rights laws applicable to their Transactions, including EU Consumer Rights Laws.
Should you have any questions regarding the Pindify Service or these Terms, you may at any time contact Pindify at firstname.lastname@example.org.
16.1 These Terms, including Pindify’s at any time applicable policies, are the entire agreement between you and Pindify with respect to the Pindify Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Pindify with respect to the Pindify Service.
16.2 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
16.3 The failure of Pindify to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
16.4 Pindify shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Pindify’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
16.5 These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Pindify's prior written consent. Pindify may assign, transfer or delegate any of its rights and obligations hereunder without consent.
16.6 No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
16.7 In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys' fees.
16.8 All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
You acknowledge and agree to that Pindify reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms, or change, suspend, or discontinue the Pindify Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Pindify Site or by sending you an email. It is your responsibility to check these Terms periodically for changes. Your continued use of the Pindify Service following the posting of any changes to these Terms constitutes acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms will apply to any dispute between you and Pindify that arose prior to the date of such modification.
18.1 The Terms and any non-contractual obligations arising out of or in connection with it shall be governed by and construed and interpreted under the laws of Sweden, excluding its conflict of law rules, unless otherwise required by mandatory law of a member state of the European Union or any other jurisdiction.
18.2 Any dispute, controversy or claim arising out of or in connection with these Terms or any non-contractual obligation arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce.
18.3 The seat of arbitration shall be Göteborg and the language to be used in the arbitral proceedings shall be English. We and you shall not without compelling reasons disclose information about the negotiations, mediation or arbitration proceedings under these Terms, or information about the existence or content of an arbitration award that results from a dispute under these Terms.
The following terms and conditions only apply to Merchants and Publishers.
19.1 In addition to the options available for Browsers and Subscribers, Merchants and Publishers may choose to make their Cards available only to Subscribers or other Merchants and Publishers, by marking the content as Premium Content.
19.2 The Merchant or Publisher may also list another Merchant or Publisher as a “writer”, “producer” and/or “creator”, or under any other title where provided for in the Pindify Service. Users interacting together by sharing the same Card split any recorded earnings according to the percentage distribution setting made by the uploading User. The functions of Cards and the content visible may vary depending on under which title a User is invited.
19.3 Users sharing a Card shall, before the Card is uploaded, enter into a separate agreement that regulates the rights and obligations between the Users. For convenience, Pindify provides a possibility for the Users to communicate, distribute and accept the terms of such an agreement through the Pindify Service. For each User Submission containing a Card, the Users that share the content of the Card may insert information about the split of revenues and ownership interest in a digital split sheet, which shall then be part of the separate agreement between the Users. The Users are responsible for that information entered in the split sheet is correct and any disputes in this regard, or otherwise in regard to the Users’ separate agreement, shall be resolved between the Users, without any involvement of Pindify.
19.4 The status of a Card can be changed from “Free” to “Earn” or “Promote” and “Public” or “Private”, or to any other status where provided for in the Pindify Service.
20.1 There are four types of income available for a Merchant or a Publisher: Subscription Income, Trading Income, Branding Income and Fundraising Income.
20.2 Subscription Income
20.2.1 Subscription Income is based on other Users’ monthly Membership fees and is divided into three parts:
“Invite” is when a User who has listed you as the inviter to the Pindify Service pays the fee to become a paying member, i.e. a Subscriber, Merchant or Publisher.
“Subscription” is when a User follows your Merchant or Publisher portfolio.
“Consumption” is when a User reads, views or listens to a Card containing Premium Content uploaded to the Pindify Service by you.
20.2.2 The Subscription Income is divided and calculated as follows:
• 2.32 USD is paid to you for the Invite of a User, if you are a Merchant or a Publisher, each month that the User is paying the Membership fee. If the paying User registers without an Invite, the 2.32 USD is instead split and added to the amounts distributed through Subscription and Consumption.
• Up to 2.50 USD per month is paid to the Merchant or Publisher per Subscription. The 2.50 USD is distributed among all the Merchant or Publisher portfolios followed by that User.
• Up to 4.50 USD per month is paid for Consumption of the Merchant’s or Publisher’s Premium Content. The distribution of the 4.50 USD is determined by an algorithm factoring in, e.g. the number of listens and the length of the consumption.
20.3 Trading income
20.3.1 A Merchant or a Publisher may upload Cards containing content which is not available for any User unless they pay a onetime fee (“Star Content”). Access to Star Content requires the entering into of a Transaction between the owner of the Card and the User requesting access to the Star Content. The owner of the Star Content sets its own prices for Star Content and enters into a standalone Transaction with the User. Prices for Star Content may be changed at the Merchant’s or Publisher’s sole discretion.
20.3.2 Pindify is entitled to a share of [xx] per cent of the revenue a Merchant or a Publisher receives from Transactions (the “Revenue Share”), which shall be calculated on the gross revenue from Transactions, not including any Transactions for which you or we provide a refund.
20.3.3 Payments received from Users for Transactions shall be directed to you, provided however that if there is an outstanding Revenue Share owed to Pindify by you, then such payments may be directed to Pindify to cover the amount owed to Pindify at the applicable time. Pindify may retain funds otherwise payable to you if Pindify is required or chooses to provide a refund on your behalf.
20.3.4 Pindify may redistribute previously purchased copies of your products to Users who have, in Pindify’s sole determination, received a corrupted copy of your product, an incorrect file format version of your product, an incomplete copy of your product, or suffered a loss of your product through hard drive failure, damage, theft or destruction, on a no-fee basis to the User (i.e. the User is not charged a new fee for the redistribution). Such redistribution may be effectuated by allowing a User to redownload a replacement copy themselves. A User will also be permitted to redownload any previously purchased Star Content from a Publisher or Merchant. In the event of any of the foregoing redistributions, no additional payments shall be made to you for such redistributions.
20.4 Branding Income
Branding is an option for Merchants to select offers from companies whose marketing segments matches the analytics of the merchant. The offers’ payouts are based on views, clicks, actions and Transactions. The branded media includes images, text, audio, pre-videos and links.
20.5 Fundraising Income
Provides easy access for supporters to donate or crowdfund Merchants. The Cards can connect venues with bookings and events with fans, by simply being displayed on the market. Promoting the Cards will provide even higher possible returns.
20.6 Payments from Pindify
Pindify will distribute the Merchant’s or Publisher’s accrued earnings from Subscription Income, Branding Income, Trading Income and Fundraising Income, calculated in accordance with these Terms, within thirty (30) days of the end of each month in which such revenue was earned. Pindify will make the payments to the Merchant’s or Publisher’s specified PayPal account or other payment methods offered by Pindify.
21.1 A Publisher has the option of connecting one or more Merchants to the Publishers Account through an agreement (“Publisher Agreement”). A Publisher Agreement shall govern the term and the split of revenues between Publisher and the relevant Merchant. For convenience, Pindify provides a possibility for the Publisher and Merchant to communicate, distribute and accept the terms of the Publisher Agreement through the Pindify Service. The Publisher and the Merchant are responsible for ensuring that the information entered is accurate and any disputes in regard to the Publisher Agreement shall be resolved between the Publisher and the Merchant, without any involvement of Pindify.
21.2 The information provided in the Publisher Agreement will not be visible in the Pindify Service to other Users than the relevant Publisher and Merchant.