These Pindify General Terms for Providers (the “General Terms”) apply as the mutual understanding and agreement between Pindify S.à.r.l. (“Pindify”) and the provider of Content to the Pindify Marketplace (each as defined below) (the “Provider”). When creating an account and becoming a Provider and by providing and linking content to the social media platform developed and owned by Pindify for sharing and gaining access to the content therein (the “Pindify Marketplace”), the Provider acknowledge to have read and understood these General Terms and undertakes abide by what is set forth herein.
Pindify offers a range of membership alternatives for Providers, as further displayed on the Pindify website and which may be amended from time to time. If not otherwise stipulated elsewhere, these General Terms shall apply on all such memberships.
Pindify shall have the right, in its sole discretion, to amend, adjust and modify the General Terms from time to time which shall apply immediately without any notice.
Pindify may from time to time release updates and new versions of the Pindify Marketplace or services related thereto, which shall be subject to these General Terms and any additional terms that may be specifically released for such features.
1.1 The Pindify Marketplace enables the Provider to communicate and post content within the arts and media world, including without limitation audio and music, images and pictures, video, text, messages and other material (“Content” which can be seen by other users of the Pindify Marketplace.
(i) The Provider is and shall remain registered for applicable corporate tax (corporate tax card), value-added tax (if applicable), social security fee and any other applicable tax or charges.
(ii) The Provider or, as the case may be, the ultimate beneficiary of the Provider shall be of at least  years of age.
(iii) The Provider shall not use the Pindify Marketplace to upload Content that is abusive, defamatory, pornographic or obscene, that promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation, or is otherwise objectionable in Pindify’s discretion.
(iv) The Provider shall not use the Pindify Marketplace to upload Content that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right. The Provider guarantees that it has all the rights and necessary approvals to upload the Content and that Pindify can use such Content in any media in any part of the world without any payment or obligation to the Provider or any third person. The Provider further guarantees that the availability or publishing of any such Content as part of Pindify Marketplace will not cause Pindify to infringe the rights of any third party or to be in breach of any applicable law or regulation.
(v) The Provider shall not use the Pindify Marketplace to upload Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in Pindify’s opinion.
(vi) The Provider shall not use the Pindify Marketplace to upload Content that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Pindify Marketplace or servers or networks forming part of, or connected to, the Pindify Marketplace, or which does or might restrict or inhibit any other user's use and enjoyment of the Pindify Marketplace.
(vii) The Provider shall not use the Pindify Marketplace for any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.
(viii) The Provider shall not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
(ix) The Provider shall not deliberately impersonate any person or entity or otherwise misrepresent its affiliation with a third party, for example, by registering an account in the name of a third party or uploading Content using the name of another person.
(x) The Provider shall not sell or transfer, or offer to sell or transfer, its Pindify account to any third party without the prior written consent of Pindify.
(xi) The Provider shall not copy the Pindify Marketplace.
(xii) The Provider shall only post, issue or provide advertisement in the Pindify Marketplace, including any Content which, directly or indirectly, contain advertising materials, provided that such advertisement does not violate, breach or is contrary to any law, rule, regulation, court order or otherwise illegal, unlawful or inappropriate in Pindify’s opinion. Without limiting the generality of the foregoing, advertisements should be clearly disclosed as being sponsored ads.
2.1 The Provider represent and warrants as follows:
(i) The Content and the availability of the Content on the Pindify Marketplace does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.
(ii) The Provider has obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in the Content.
(iii) The Content, including any comments posted on the Pindify Marketplace, is not and will not be unlawful, abusive, libelous, defamatory, pornographic or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation.
(iv) The Content does not and will not create any liability on Pindify, its subsidiaries, affiliates, successors, and assignees, and their respective employees, agents, directors, officers and/or shareholders.
3.1 Pindify will take reasonable actions in accordance with market practice to ensure high standards concerning data security, the running and quality concerning the Pindify Marketplace. However, the Pindify Marketplace is provided “as is” without any warranties, expressed or implied, including, without limitation, implied warranties of merchantability, functions, security, quality, service level, availability, reliability and non-infringement.
3.2 The Provider is responsible for the accuracy of the Content that is uploaded or linked to the Pindify Marketplace. Pindify accepts no liability for any loss or liability arising as a result of the accuracy, completeness or usefulness of information available on or through the Pindify Marketplace.
3.3 Any arrangement made between the Provider and any third party relating to Content in the Pindify Marketplace is at the Provider’s sole risk and responsibility.
4.1 Pindify may use the Provider’s personal data for administration, reimbursement, and internal evaluation purposes and Pindify shall process the personal data to the extent necessary to fulfill Pindify’s duties and for the purpose of Pindify’s legitimate interest. Pindify may share the personal data with Pindify’s service providers. Such sharing may include transfer to third countries, i.e. countries outside the EU/EES area. When transferring the personal data to third countries, Pindify shall ensure that the transfer is subject to appropriate safeguards and that the Provider’s rights are protected pursuant to mandatory laws. When processing of the personal data is no longer necessary in relation to the purpose for which it was collected Pindify shall erase the personal data. The Provider has the right to access the personal data that Pindify processes and to request that Pindify rectifies any inaccurate personal data and under certain circumstances request erasure and/or restriction of processing of the personal data. Pindify has the right to object to processing and to receive the processed personal data in a structured, commonly used and machine-readable format and has the right to transmit those data to another controller. The Provider also have the right to lodge a complaint to the supervisory authority regarding how Pindify processes such personal data.
5.1 In case of acts in breach of these General Terms, including any other rules issued by Pindify from time to time, Pindify reserves the right to, in its sole discretion, remove or adjust any Content which Pindify, in its sole discretion, considers does not comply with these General Terms, and to disable, partially disable, modify, or delete any or all of the Provider’s accounts, block its IP address or electronic device from accessing the Pindify Marketplace or in any other lawful way partially or fully restrict the Provider’s access to the Pindify Marketplace. This shall not limit Pindify’s right to take any other action against the Provider that Pindify consider appropriate to defend its rights or those of any other person.
5.2 The Provider undertakes to indemnify and hold Pindify harmless, including Pindify’s successors, assigns, affiliates, agents, directors, officers, employees and shareholders, from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from any breach by the Provider of what is set forth herein.
6.1 Pindify offers a range of membership alternatives which are all described on the Pindify website. As further provided for therein the Provider fully understands that not all of the membership alternatives entitle the Provider for compensation as set forth below.
6.2 The Provider is entitled to compensation from Pindify as set forth on the Pindify website (the “Compensation”). Such terms regarding the Compensation may be amended by Pindify from time to time in its sole discretion.
6.3 The compensation set forth in this Section 6 shall be the Provider’s sole and exclusive form of compensation for providing and linking Content to the Pindify Marketplace. Without limiting the generality of the aforementioned:
(i) Pindify shall not reimburse the Provider for any applicable taxes, social security payments or any business out of pocket expenses (including any taxes, charges or licenses fees); and
(ii) The Provider hereby waive any and all claims, present or future, for additional compensation, including any variations of royalties, license fees and severance pay pursuant to any applicable law, rules or regulations.
6.4 Pindify shall pay the Provider the Compensation no later than the end of the month following the month where Pindify has received membership payment from the Subscribers. This payment obligation is however subject to (i) the minimum limit meaning that Pindify shall only pay the Compensation if the accrued and due Compensation exceeds the amount of USD fifty (50), and (ii) the maximum limit meaning that Pindify shall only be obliged to pay a maximum monthly amount equivalent to USD five thousand (5,000). Payments in excess of such maximum limit shall be subject to any procedures and routines as reasonably requested by Pindify finance department. Any and all transactional and administrative costs relating to the Compensation and the payment thereof shall be borne by the Provider and therefore be deducted from the Compensation prior to payment to the Provider.
6.5 Right to Compensation shall terminate automatically when the Provider’s Content, for whatever reason, is removed from the Pindify Marketplace or when the Provider, for whatever reason, no longer is a Provider to the Pindify Marketplace.
6.6 Prices for memberships in the Pindify Marketplace are available on the Pindify Marketplace website and Pindify has the right, at its sole discretion and at any time, to adjust the membership prices, the calculation of the Compensation and other terms from time to time.
7.1 When providing Content to the Pindify Marketplace the Provider grants Pindify a royalty-free, non-exclusive and worldwide license, with a right to sub-license, to use, display and distribute the Content on the Pindify Marketplace.
8.1 The Provider undertakes not to disclose to any third party information regarding the General Terms, nor any other information which the Provider has received from Pindify, whether written or oral and irrespective of form (“Confidential Information”). The Provider agrees and acknowledges that the Confidential Information may be used solely for the fulfilment of the obligations under the General Terms and not for any other purpose. The Provider further agrees to use, and cause its directors, officers, employees, sub-contractors or other intermediaries to use, the same degree of care (but not less than reasonable care) to avoid disclosure or use of Confidential Information as it uses with respect to its own confidential and/or proprietary information.
8.2 This confidentiality undertaking does not apply to information which;
(i) at the date of its disclosure is in the public domain or at any time thereafter comes into the public domain (other than by breach of the General Terms); or
(ii) the Provider can evidence was in its possession or was independently developed at the time of disclosure and was not obtained, directly or indirectly, by or as a result of breach of a confidentiality obligation.
8.3 This confidentiality undertaking shall not apply to the extent that the Provider is required to make a disclosure of information by law or pursuant to any order of court or other competent authority or tribunal or by any applicable stock exchange regulations or the regulations of any other recognized market place. In the event that the Provider would be required to make any such disclosure, the Provider undertakes to give Pindify immediate notice prior to any such disclosure, in order to make it possible for Pindify to seek an appropriate protective order or other remedy. The Provider also agrees and undertakes to use all reasonable efforts to ensure that any information disclosed under this Section, to the extent possible, shall be treated confidentially by anyone receiving such information.
10.1 These General Terms represent the entire understanding between Pindify and the Provider with respect to its subject matter and supersedes any previous communication or agreements that may exist, whether written or oral.
10.2 The invalidity or unenforceability of any term of these General Terms shall not adversely affect the validity or enforceability of the remaining terms. The General Terms shall be given effect as if the invalid or unenforceable term had been replaced by a term with a similar economic effect.
11.1 These General Terms shall be construed in accordance with and be governed by the laws of Luxembourg, without reference to the conflict of law provisions.
11.2 Any claim arising between the Parties in respect of the Agreement shall be settled according to the laws of the Grand Duchy of Luxembourg and subject to the jurisdiction of the District Court of Luxembourg.