Terms & Conditions

ADBASE Inc. operating as FoundFolios ("FoundFolios") maintains this website (the "Website"). Your access to and use of the Website is subject to the following terms and conditions ("Terms and Conditions"). The purpose of the Website is to provide online access to and display of digital copies of work (the "Offered Content") from artists and their representatives (the "Advertisers") to users of the Website (the "Users'). In addition, the Website may offer certain additional features, resources and services to be used in connection therewith (the "Services") as well as software available for download from the Website (the "Software"). BY ACCESSING AND BROWSING THE WEBSITE OR USING THE SOFTWARE, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE PROHIBITED FROM USING THE WEBSITE, THE SOFTWARE AND ANY OF THE SERVICES.

1. MODIFICATION OF THESE TERMS AND CONDITIONS OF USE: FoundFolios may at any time revise these Terms and Conditions by posting the amended terms on the Website, which posting shall constitute notice to you. You are bound by any such revisions and the modifications shall be effective upon such posting (unless some other date is specified in the posting, in which case that date shall be deemed the effective date for the modifications). You agree to review these Terms and Conditions periodically so that you are aware of any modifications. Your use of the Website or Software indicates your full acceptance of the Terms and Conditions in their then-current form each time you use the Website or Software. You agree that the notice provisions provided in these Terms and Conditions are reasonable. You may not modify these Terms and Conditions or any of the policies or guidelines governing the Website or Software without FoundFolio’s express prior written consent.

From time to time, the Website may offer certain Services or Software (directly or in conjunction with third parties) that require you to agree to additional terms and conditions ("Supplemental Terms and Conditions"). In such an event, the Website or Software may either: (i) present such Supplemental Terms and Conditions to you for approval through a "clickthrough" agreement; or (ii) post such Supplemental Terms and Conditions on the Website or in the Software. In each case, the Supplemental Terms and Conditions will be deemed to be an integral part of these Terms and Conditions and your use of such Services or Software (as the case may be) will be deemed as acceptance and agreement to the Supplemental Terms and Conditions.

2. TRADEMARK AND COPYRIGHT INFORMATION: You should assume that everything you see or read on the Website or in the Software is copyrighted unless otherwise noted, and may not be used except as provided in these Terms and Conditions without the prior written permission of the applicable copyright holder. FoundFolios neither warrants nor represents that your use of materials displayed on the Website or in the Software will not infringe the rights of third parties who are not owned by or affiliated with FoundFolios.

In particular, you should assume that all images on the Website and/or available through the Software and the rights to them are held by their respective copyright holders. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms and Conditions or specific permission is provided elsewhere on the Website and/or in the Software or by the applicable Advertiser. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. No material from the Website or the Software other than your own material may be copied, reproduced, republished, uploaded, posted, transmitted, displayed, “framed”, “mirrored” or distributed in any way other than through use of the Services provided on the Website or in the Software that are designed for this purpose. You may not link or embed images from the Website to any other site, including but not limited to, by way of spidering by search engines unless you have the express prior written permission of FoundFolios.

In the event you download Software from the Website, with the exception of Offered Content, the Software and data accompanying the Software are licensed to you by FoundFolios or third party licensors for your use only, such use to be consistent with these Terms and Conditions. In no event shall title of the Software be transferred to you. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Website and in the Software are registered and unregistered Trademarks of FoundFolios and others. Nothing contained on the Website or in the Software should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website or in the Software without the written permission of FoundFolios or such third party that may own the Trademarks displayed on the Website or in the Software. Your misuse of the Trademarks displayed on the Website and in the Software, or any other content on the Website and in the Software, except as provided in these Terms and Conditions, is strictly prohibited. You are also advised that FoundFolios will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

3. COPYRIGHT POLICY: FoundFolios has adopted the following policy toward copyright infringement with respect to the Website and Software in accordance with the Digital Millennium Copyright Act, a copy of which is located at http://lcweb.loc.gov/copyright/legislation/dmca.pdf.

FoundFolios will (1) disable access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and uploaded by any Advertiser or User to the Website or through the Software; and (2) terminate the account and access to the FoundFolios service of any repeat offender without refund of any subscription or advertising fees paid in advance. This policy applies to all aspects of all Services provided by FoundFolios via the Website or Software.

Reporting

If you believe that content residing or accessible on the Website or in the Software infringes a copyright, please send a notice of copyright infringement containing the following information to FoundFolios’s Designated Agent (set out below):

  1. Identification of the Work or material being infringed.
  2. Your contact information, including name, address, telephone number and email address.
  3. A statement that you have a good faith belief that the material is not authorized by the copyright owner, its agent or law.
  4. A statement made under penalty of perjury that the information provided in the notice is accurate and that you are authorized to make the complaint on behalf of the copyright owner.
  5. Your physical or electronic signature.

Responding to Complaints

After notification of an alleged infringement is received by the Designated Agent:

  1. FoundFolios will remove or disable access to the allegedly infringing material.
  2. FoundFolios will then immediately notify the Advertiser responsible for the allegedly infringing material (the "Offending Member") that it has removed or disabled access to the material.
  3. If the Offending Member is a repeat offender, FoundFolios will immediately terminate such member's account and access to the Service in addition to removing the infringing material.

Designated Agent to Receive Notification of Claimed Infringement:

FoundFolios, a division of ADBASE Inc.
298 Markham Street
Toronto, Ontario
M6J 2G6
Canada
Email: abuse@foundfolios.com

4. PRIVACY POLICY: Please review our Privacy Policy, which governs the use of personal information on the Website and in the Software and to which you agree and consent to be bound if you use the Website and/or the Software. In addition, you acknowledge and agree that FoundFolios will have the right to share User information with Advertisers in certain contexts. In particular, all Website activity and Software use is recorded and provided to Advertisers in the form of anonymous statistics in order to assist Advertisers to improve the effectiveness of their marketing.

5. DISCLAIMERS AND LIMITATIONS OF LIABILITY

A) Disclaimer of Warranties: YOUR USE OF AND BROWSING OF THE WEBSITE AND/OR USE OF THE SOFTWARE IS AT YOUR OWN RISK. THE WEBSITE AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

Any material, data, text, images, video, and/or audio uploaded, downloaded or otherwise obtained through the use of the Website and/or the Software is done at your own discretion and risk. FoundFolios does not warrant or guarantee that such materials are free of viruses or other destructive code that may damage or infect your computer equipment or other property. You will be solely responsible for any damage to your computer system or loss of data that results from such uploading and/or downloading.

While FoundFolios uses reasonable efforts to include accurate and up to date information on the Website or in the Software, FoundFolios makes no warranties or representations as to its accuracy. The information on the Website and in the Software is for information purposes only, and should not be relied upon as accurate, timely or fit for any particular purpose.

FoundFolios makes no representation that materials on the Website or in the Software are appropriate or available for use in other locations and other countries. Those who choose to access the Website or use the Software from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

ALTHOUGH FOUNDFOLIOS WILL MAKE REASONABLE EFFORTS TO STORE AND PRESERVE THE MATERIAL ARCHIVED ON THE WEBSITE, FOUNDFOLIOS IS NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR THE FAILURE TO STORE, PRESERVE OR ACCESS POSTED CONTENT OR OTHER MATERIALS YOU TRANSMIT OR ARCHIVE ON THE WEBSITE OR IN THE SOFTWARE. YOU ARE STRONGLY URGED TO TAKE MEASURES TO PRESERVE COPIES OF ANY DATA, MATERIAL, CONTENT OR INFORMATION YOU POST OR UPLOAD ON THE WEBSITE OR ENTER INTO THE SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UPS OF YOUR POSTED CONTENT.

ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM FOUNDFOLIOS OR THROUGH THE WEBSITE OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE FULLEST EXTENT ALLOWED BY LAW, FOUNDFOLIOS DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL OR SERVICES PROVIDED ON THE WEBSITE OR IN THE SOFTWARE. BY USING THE WEBSITE AND/OR SOFTWARE, YOU ACKNOWLEDGE THAT FOUNDFOLIOS IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE WEBSITE AND/OR SOFTWARE; (2) DOWNLOADING INFORMATION CONTAINED ON THE WEBSITE INCLUDING IN VIOLATION OF THESE TERMS AND CONDITIONS; (3) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF THE POSTED CONTENT; (4) THE TEMPORARY OR PERMANENT INABILITY TO ACCESS OR RETRIEVE ANY POSTED CONTENT FROM THE WEBSITE OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM; (5) STATISTICS PROVIDED TO ADVERTISERS OR USERS OF THE WEBSITE AND SOFTRWARE INCLUDING BUT NOT LIMITED TO WEBSITE ACTIVITY, SOFTWARE USE, SEARCH RESULTS, AND IMAGE VIEWS; (6) CONTENT POSTED IN ANY FORUM OR COMMUNITY AREA OF THE WEBSITE OR SOFTWARE; (7) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF POSTED CONTENT. YOU FURTHER ACKNOWLEDGE THAT FOUNDFOLIOS DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS THAT THE RESULTS OBTAINED FROM USE OF THE WEBSITE OR SOFTWARE WILL MEET YOUR EXPECTATIONS OR WILL BE SATISFACTORY IN ANY WAY.

B) Limitations of Liability: Neither FoundFolios nor any other party involved in creating, producing, or delivering the Website and Software is liable for any direct, incidental, consequential, indirect, punitive, or any damages whatsoever arising out of your access to, or use of, the website, whether based on contract, tort, negligence, strict liability or otherwise, even if FoundFolios had been advised of the possibility of damages. In addition to the foregoing, FoundFolio's liability for damages arising out of, relating to or in any way connected with the website, the relationship of the parties, or the provision or non-provision of goods or services, (whether in contract, tort, or otherwise) shall in no event exceed the greater of US$50.00 and the amount paid by you to FoundFolios for the most recent online product or service purchased via the Website or Software (if applicable). You acknowledge that without your agreement to the limitations contained herein, the fees charged for products or services (or simply being able to view the Website or use the Software) would be higher.

Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.

FoundFolios assumes no liability or responsibility for any errors or omissions in the content on the Website or in the Software.

Although FoundFolios may from time to time monitor or review content posted on the Website or through the Software, FoundFolios is under no obligation to do so and assumes no responsibility or liability arising from the content posted on the Website or through the Software nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within the Website or Software. While FoundFolios requires that Advertisers take steps to ensure that they have the right to display images of people and places in their Offered Content, FoundFolios is not responsible for the Offered Content posted by Advertisers. If you feel that your rights have been infringed by an Advertiser, you acknowledge that your sole recourse is to the applicable Advertiser.

The Website and Software is designed for communications industry professionals and may contain visual content, including nudity and sexual content, that is not appropriate for young children. You must be 18 years of age or older to use the Website and/or Software.

6. INDEMNIFICATION: You agree to indemnify, defend and hold FoundFolios and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the "Indemnified Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) (collectively, "Claims") incurred by any Indemnified Party in connection with any breach by you of these Terms and Conditions. FoundFolios reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with FoundFolios's defense of such claim.

If you are a User, you agree to indemnify, defend and hold each of the Advertisers harmless (in each case, an "Indemnified Advertiser") from and against any and all Claims incurred by any Indemnified Advertiser in connection with any breach by you of these Terms and Conditions or any unauthorized use of an Indemnified Advertiser's Work by you.

7. UNLAWFUL OR PROHIBITED USE: As a condition of your use of the Website and/or Software, you warrant to FoundFolios that you will not use the Website nor Software for any purpose that is unlawful or prohibited by these Terms and Conditions.

You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. FoundFolios will fully cooperate with any law enforcement authorities or court order requesting or directing FoundFolios to disclose the identity of anyone posting any such information or materials.

8. TERMINATION: If you breach any provision of these Terms and Conditions, you may no longer use the Website or Software. FoundFolios may at any time and for any reason, with or without cause, and in its sole discretion, immediately suspend or terminate (in whole or in part) your access to all or part of the Website and/or Software, all without notice or liability to you or any other person (other than as specifically provided for in these Terms and Conditions). Any suspected fraudulent, abusive or illegal activity may be grounds for terminating this relationship and such activity may be referred to appropriate law enforcement authorities. FoundFolios will not be liable to you or any third party for any claims or damages arising out of any such termination or suspension with the exception that in the event of a without cause termination, FoundFolios will refund any advance subscription fees or advertising fees to the applicable party

Should you object to the Terms and Conditions or any subsequent modifications thereto or become dissatisfied with the Website and/or Software in any way, your sole and exclusive remedy is to discontinue using the Website and/or Software.

9. LINKS TO OTHER SITES: FoundFolios has not reviewed all of the sites linked from the Website and Software and is not responsible for the content of any off-site pages or any other sites linked from the Website or Software. Your linking to any other off-site pages or other sites is at your own risk. You waive any and all claims against FoundFolios regarding the inclusion of links to outside websites or your use of those websites.

10. APPLICABLE LAW AND GOVERNING LAW: This is the entire agreement between the parties with respect to the subject matter referred to in these Terms and Conditions. This agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any action you, any third party or FoundFolios brings to enforce this agreement, or in connection with any matters related to the Website or Software shall be brought only in either the Provincial or Federal Courts (as applicable) located in Ontario, and you expressly consent to the non-exclusive jurisdiction of said courts.

11. JOINT VENTURE: Nothing in these Terms and Conditions shall constitute or create a joint venture, partnership, or any other similar arrangement between you and FoundFolios. Neither party is authorized to act as agent or bind the other party except as expressly stated in these Terms and Conditions.

12. SEVERABILITY: If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.