Pengi the Penguin Softie

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Terms & Conditions

You must enter into this Agreement if you want to submit digital images or other content to Prime Publishing through Sharing Customer Images (the "Service"). As used in this Agreement, "we" or "Prime Publishing" means Prime Publishing, LLC. and "you" means the individual or entity submitting materials to Prime Publishing. Any individual or entity that wants to use the Service must accept the terms of this Agreement without change. BY CLICKING THE ACCEPT TERMS AND CONDITIONS BUTTON, YOU AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT AND ALL SPECIFICATIONS AND GUIDELINES INCORPORATED BY REFERENCE.

1) Eligibility. You may only submit Materials to the Service for which you hold all intellectual property rights. In other words, if you submit a digital image to us, you must own all rights to such image or you must have the authorization of the person who does own those rights. The Service is limited to parties that lawfully can enter into and form contracts under applicable law. Minors may not submit Materials to the Service. Further, you may not submit any personally identifiable information about any child under the age of 13.

2) Definitions. As used in this Agreement, (a) "Affiliates" means any entity controlled by, in control of, or under common control with Prime Publishing, (b) "Materials" means all content that you submit to Prime Publishing, including all photographs, illustrations, graphics and text, and (c) "Media" means any means of conveying information, whether now known or hereafter devised.

3) License Grant for Materials. You hereby grant to Prime Publishing and its Affiliates a worldwide, nonexclusive, royalty-free, perpetual right and license to (a) reproduce, distribute, transmit, publicly perform and publicly display the Materials, in whole or in part, in any manner and Media, (b) modify, adapt, translate and create derivative works from the Materials, in whole or in part, in any manner and Media, and (c) sublicense the foregoing rights, in whole or in part, to any third party, with or without a fee.

4) Removal of Materials. If you decide you would like to remove your Materials from the Service, you may provide written notice to Prime Publishing by either deleting the image through the Prime Publishing interface or by contacting Prime Publishing customer service, and Prime Publishing will remove such Materials from the Service within a reasonable period of time.

5) License for Name, Trademarks and Likenesses. You hereby grant to Prime Publishing, its Affiliates and sublicensees a nonexclusive, worldwide, royalty-free license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Materials. You grant Prime Publishing, its Affiliates and sublicensees the right to use the name that you submit in connection with the Materials.

6) Specifications and Guidelines. You agree to submit Materials to us in accordance with all guidelines for use of the Service posted on the Prime Publishing web site or of which you are otherwise notified ("Guidelines"), as these Guidelines may be changed in the future.

7) Representations, Warranties and Indemnities. You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph.

8) Restrictions. You agree that you will not submit Materials that are unlawful, pornographic, libelous, defamatory, tortious, obscene, or racially, ethnically or otherwise objectionable, or that otherwise violate general Prime Publishing community standards. We expressly reserve the right to remove or not make available any Materials that we deem to be in violation of this Agreement, applicable laws or our community standards in our sole discretion. You agree that you will not upload, post, e-mail or otherwise transmit Materials to us or our Affiliates that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

9) No Obligation. Although we have the right to include your Materials in the Service or in any Media, we do not have the obligation to do so. We may, in our sole discretion and for any reason, refuse the Materials or remove them from our Service at any time.

10) Changes to Agreement. We reserve the right to change any of the terms of this Agreement or any Specifications or Guidelines governing the Service at any time in our sole discretion. All changes will be effective upon posting to the Service. However, for all changes to this Agreement, excluding Specifications and Guidelines, we will post a notice of change for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. YOUR CONTINUED USE OF THIS SERVICE FOLLOWING OUR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

11) Prime Publishing Intellectual Property. Without our prior written consent, you may not use our intellectual property, including, without limitation, our trademarks, trade names, trade dress, or copyrighted material, in any manner.

12) Communications. Prime Publishing and its Affiliates may communicate with you in connection with the Service, electronically and in other Media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the web sites of Prime Publishing or its Affiliates or by any other means.

13) Waiver. PRIME PUBLISHING AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF (OR KNEW OR SHOULD KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES.

14) Disclaimer. PRIME PUBLISHING PROVIDES THE SERVICE "AS IS" WITHOUT WARRANTY OF ANY KIND.

15) Miscellaneous. This Agreement will be governed by the laws of the United States of America and the state of Washington, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Seattle, Washington, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently. The Specifications and Guidelines (including all future changes) are incorporated by reference into this Agreement. This Agreement is in addition to, and does not supersede or modify, the terms and conditions of use of the web sites of Prime Publishing and its Affiliates.

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