Heather Elder Represents Artist Representative | San Francisco

Flipside Prodigy Inc. dba FoundFolios ("FoundFolios") maintains websites within the domains FoundFolios.com, ADBASE.com and myim.gs (collectively, the "Domains") to, inter alia, provide artists and their representatives with online access, display and marketing of digital copies of their works to potential clients. You (the "Advertiser") acknowledge that your access to and use of websites under the Domains to reproduce, alter, publish, distribute, advertise, offer and display (collectively "Use") digital copies of your work is subject to the each of the Domains' Terms and Conditions as well as the following terms and conditions set out in this Advertiser Agreement.

1. Advertiser Representations and Warranties. All submissions of any image or images (collectively and individually, the "Work") are accepted and Used by FoundFolios under your representation and warranty that you, the Advertiser (i) are the copyright owner or are authorized by the copyright owner to give FoundFolios the right to Use the Work and have the right to grant the licenses to the Work as set forth in this Agreement; (ii) have obtained all necessary permissions from each person appearing in the Work sufficient to permit FoundFolios to Use each such person’s likeness worldwide on the Domains, and that such permissions are memorialized in model releases currently in your possession; (iii) have obtained all necessary permissions from the owners of property appearing in the Work sufficient to permit FoundFolios to Use each such property’s likeness worldwide on the Domains, and that such permissions are memorialized in property releases currently in your possession; and (iv) the Use of the Work by FoundFolios on the Domains does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity.
2. FoundFolios Held Harmless. In consideration of FoundFolios’ acceptance of such Work for posting on the Domains, you, the Advertiser agrees to indemnify, save and hold harmless FoundFolios (including FoundFolios’ officers, directors, employees, affiliates, contractors and agents) from and against any liability, loss or expense (including, without limitation, attorney fees and paralegal fees) resulting from any or all claims or suits based upon the contents or subject matter of such Work, including, without limitation, claims or suits for libel, slander, unfair competition, breach of confidentiality, breach of contract, right of publicity, violation of rights of privacy, violation of rights of trade-mark, conversion, trade dress, plagiarism and/or copyright infringement, including but not limited to liability arising out of or related to the display of the Work through the Domains, copyright infringements resulting from unauthorized third party usage of the Work copied from the Domains and claims resulting from or arising out of reproduction or use of the likeness of any person, property or intellectual property of another pictures in the Works (collectively, the "Claims").
3. Limitation of Liability. In the event that the hold harmless provision in favour of FoundFolios in section 2 above is deemed inapplicable, or otherwise, in the event of an unintentional breach by FoundFolios, the Advertiser agrees that FoundFolio's liability for damages arising out of, relating to or in any way connected with any Claim shall in no event exceed the amount paid by you to FoundFolios for your most recent online portfolio subscription. Subject to the foregoing, you agree that you shall be solely liable for any Claims, including damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from the posting of any Work by you on the Domains and to pay for all royalties, fees, damages and any other monies owing any person by reason of any Work posted by you to or through the Domains.
4. Advertiser Content. FoundFolios assumes no liability for errors or omission in listings or on Advertiser’s pages or for incorrect placement. FoundFolios simply publishes the Works and Advertiser information provided by Advertiser on the Domains and it is the responsibility of Advertiser to verify and proof their content and contact information. Notwithstanding the foregoing and in FoundFolios sole and absolute discretion, FoundFolios has the right to add, remove or alter tags and/or keywords pertaining to an Advertiser's Work if FoundFolios is of the opinion that such tags and/or keywords cause the Advertiser’s Work to appear more accurately within search results.
5. Right to Reject. FoundFolios reserves the right to reject any Advertiser or any Work that is not in keeping with FoundFolios’ standards or for any reason, deemed un?t or unacceptable by FoundFolios, in FoundFolios’ sole discretion. This includes if FoundFolios deems that the images are not appropriate for its audience. In case of rejection by FoundFolios, FoundFolios has the right to immediately remove any objectionable Work, and Advertiser will be notified such that Advertiser may propose replacement Work for the rejected Work. In case of rejection by FoundFolios of an Advertiser such that the Advertiser is denied the opportunity to advertise on the Domains, such Advertiser will be notified and will be given a full refund.
6. License to FoundFolios. You hereby grant FoundFolios, in consideration for posting the Work on the Domains, a nonexclusive right and license to use, host, store, copy, cache, modify, display, distribute and stream the Work only in connection with the following:
• a. publishing of the Work on the Domains in accordance with the FoundFolio's website Terms and Conditions,
• b. publishing of screenshots of websites on the Domains which may include the Advertiser’s Works, for FoundFolios’ own marketing purposes which will be accompanied by a credit and/or copyright notice identifying the Advertiser.
Other than the uses described above, FoundFolios will not use any Work for any other purpose without advance permission from the Advertiser, and agrees that all such usages will be accompanied by a credit identifying the Advertiser and will be hyperlinked to the Advertiser’s portfolio where possible. For greater certainty, FoundFolios makes no copyright ownership claims whatsoever over the Work.
7. Governing Law. The parties agree that this agreement will be governed by the laws of New York state and those laws of the United States of America applicable in the state of New York.
8. Copyright Policy. FoundFolios has adopted a policy toward copyright infringement with respect to the Domains which is located at Section 6 of the Terms of Use, all in accordance with the Digital Millennium Copyright Act, a copy of which is located at http://lcweb.loc.gov/copyright/legislation/dmca.pdf. Advertiser acknowledges and agrees that if FoundFolios removes an image in connection with this policy, that FoundFolios will in no way have breached this Agreement.
9. Amendments. FoundFolios may at any time revise this Advertiser Agreement by notifying you of such changes with a minimum of two weeks notice before such modifications become effective. During this notification period you may remove the Work from our websites or continue to display the Work and be bound by any such revisions.
10. Disclaimers and Warranty. YOUR USE OF AND BROWSING OF THE DOMAINS AND ALL WEBSITES CONTAINED THEREIN IS AT YOUR RISK. THE DOMAINS IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. 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 DOMAINS 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 DOMAINS. BY USING WEBSITES OPERATING UNDER THE DOMAINS, YOU ACKNOWLEDGE THAT FOUNDFOLIOS IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE DOMAINS; (2) DOWNLOADING INFORMATION CONTAINED ON THE DOMAINS INCLUDING BUT NOT LIMITED TO DOWNLOADS OF POSTED CONTENT WITHOUT PAYMENT 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 DOMAINS, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM; (5) FALSIFICATION OF RELEASE FORMS PROVIDED ON THE DOMAINS; (6) STATISTICS PROVIDED TO YOU OR USERS OF THE DOMAINS INCLUDING BUT NOT LIMITED TO DOMAINS ACTIVITY, SEARCH RESULTS, AND IMAGE VIEWS, (7) CONTENT POSTED IN ANY FORUM OR COMMUNITY AREA OF THE DOMAINS. YOU FURTHER ACKNOWLEDGE THAT FOUNDFOLIOS DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS THAT THE RESULTS OBTAINED FROM USE OF THE DOMAINS WILL MEET YOUR EXPECTATIONS OR WILL BE SATISFACTORY IN ANY WAY.