PRODIBI

Terms and Conditions

Please read these terms and conditions carefully before using the Prodibi Website (The "Website"). By using this Website, you signify that you agree with these termes and conditions of use (This "Agreement"). The short summary bellow is provided for better understanding of the Terms of Use by the users, but shall in no event be binding upon Prodibi SA. Only the full version of the Terms of Use shall be binding.
SUMMARY

The summary is provided for better understanding of the Terms of Use by the Users, but shall in no event be binding upon Prodibi SA. Only the full version of the Terms of Use shall be binding. These are only definitions of terms used in the Terms of Use.

  • By using/visiting www.prodibi.com, You agree to be bound by these Terms of Use and Prodibi’s privacy policy.
  • If You are a company, You shall have all powers to represent the company.
  • You must be 13 or more to visit this Website. If You are under 18, You shall have the approval of Your parent or guardian.
  • You need to register in order to be able to use the Website and submitting Content on the Website.
  • You must not give the name of others to register on the Website, but only Yours.
  • Prodibi shall not be held liable for unauthorized uses of your account by third parties.
  • You expressly authorize Prodibi to collect and process Your personal information directly or through third parties.
  • You accept that Prodibi may process and save your personal information and data outside Switzerland and Europe, as well as in other geographical areas than the one you are located in.
  • Prodibi will respect Swiss data protection law in relation to Your Content.
  • Prodibi has no obligation to accept anyone as a user and may at any time refuse users to sign in the website.
  • You agree to pay the subscription fees when you create an Account.
  • Without notice of termination to be received by Prodibi at least three months in advance, Your Account will automatically be renewed for another year.
  • Transactions will be made through PayPal.
  • You are authorized to use the Website, but You shall strictly comply with applicable laws and these Terms of Use.
  • You represent and warrant that you dispose of all necessary rights and authorizations to use and upload the Content on the Website and that Your Content strictly complies with all applicable laws and boni mores.
  • Prodibi may disclose Your data or Content to law enforcement authorities as Prodibi believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of the present Terms of Use.
  • You undertake to retain all intellectual property rights in relation to the Content that you upload on the Website.
  • You authorize other Users to use the Content that You upload on the Website in accordance with these Terms of Use.
  • You authorize Prodibi to use the Content that You upload on the Website in any way necessary to provide the Services on the Website. Your Content may be processed by third parties mandated by Prodibi.
  • Unless You expressly refuse it, You allow Prodibi to make some of Your Content available on the Website’s homepage and other promotional materials provided that Prodibi acknowledges Your ownership of such Content.
  • Likewise, You are authorized to access Prodibi’s and other Users’ Content in accordance with these Terms of Use only.
  • Prodibi’s Content belongs exclusively to Prodibi. You are granted a license to access and use the Website. You shall not download or alter Prodibi’s Content in any way.
  • Prodibi may terminate Your Account or suspend Your access to the Website if You breach these Terms of Use, if You infringe upon third parties’ intellectual property rights or for any other reason that Prodibi may determine.
  • In the event of termination, Prodibi may remove some or all of Your Content from the Website.
  • Prodibi may, in its sole discretion and without notice, amend these Terms of Use, and You agree to be bound by the amended version available on the Website in the event You continue using it after the publication of the amendment.
  • Prodibi shall not be held liable for anything arising out of or resulting from your use of the website, any content on the website or of any websites linked to the website.
  • Prodibi shall not be held lible for any loss, expense or damage of and kind arising out of or resulting from your use of the website or of any websites linked to the website.
  • If your content or use of the website leads to claims against Prodibi, you shall defend and fully indemnity Prodibi.
  • You agree to these Terms of Use as an independent contractor and that you shall remain so after acceptance of these Terms of Use.
  • The invalidity of one provision shall not invalidate other provisions of these Terms of Use.
  • You cannot transfer or assign authorizations granted under these Terms of Use to third parties.
  • These Terms of Use are governed and shall be interpreted according to Swiss law.
  • If, notwithstanding the limitation of liability above, You want to claim anything against Prodibi, You must file Your claim before the Courts of Geneva, Switzerland
I. INTRODUCTION / DEFINITIONS

The present Terms of Use set forth the terms and conditions of use of the website www.prodibi.com (hereinafter: the “Website”), published by Prodibi SA and apply to all Visitors and Users of the Website.

Under the present Terms of Use the following definitions shall be used:

  • Account: account(s) opened by Users with Prodibi after completion of the Users’ registration process.
  • Content: all and any content uploaded, included on or accessible through the Website, such as text, graphics, logos, names, designations, button icons, features, code, functionalities, images, information, data, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material and software.
  • Paypal: account created by Prodibi with the www.paypal.com website and allowing secure and fast payments. All and any Transactions on the Website can only be executed via the PayPal system.
  • Prodibi: Prodibi SA incorporated in chemin des Poteaux 6, 1213 Petit-Lancy, Switzerland, including its existing or future affiliates or related companies.
  • Services: all and any services offered by Prodibi on the Website, including but not limited to, the streaming of high resolution photographs and videos, the opportunity to make online image processing, including but not limited to resizing, cutting, reframing, renaming, encoding, embedding
  • User: any user of the Website having completed the registration process and created its Account.
  • Visitor(s): users of the Website not registered with Prodibi and having no Account, including users who have signed in to private gallery only.
  • Website: the website www.prodibi.com, collectively, including all content and functionality available through the www.prodibi.com website or any subwebsite or website pointing to www.prodibi.com
  • You(r): you as a User or Visitor of the Website.
II. ACCEPTANCE OF THE TERMS OF USE

By using/visiting the Website as a User or as a Visitor, either as an individual or a legal entity, You expressly agree to the present Terms of Use - including all updates, revisions and modifications - as well as to all other policies of Prodibi (including but not limited to Prodibi’s privacy policy). In case You do not agree with the present Terms of Use, You may not use the Website.

In case You are not an individual, You warrant that You dispose of all necessary corporate or equivalent authority and powers to agree to the present Terms of Use, which shall be binding upon the legal entity in whose name You have registered as a User.

The Website is available for individuals aged 13 years or older. If You are 13 or older but under the age of 18, You should review these Terms of Use with Your parent or guardian to ensure that You and Your parent or guardian understand and accept these terms and conditions.

III. THE WEBSITE

The Website is an innovative cloud based platform with unique technical features, allowing You to upload, store, stream and watch high resolution photographs and videos without any size or run-time limitations and to process images online under conditions set forth in the present Terms of Use.

IV. REGISTERING WITH PRODIBI

The use of most features of the Website requires that You register with Prodibi and create an Account.

Any use of the Services requires a successful registration with Prodibi and the creation of an Account.

When creating Your Account, You must provide Prodibi with accurate and complete information. You are solely responsible for the activity that occurs on Your Account and for maintaining the confidentiality and security of Your Account. You must keep Your Account password secure and not reveal Your Account information to anyone else or use anyone else's Account. It is also Your responsibility to notify Prodibi immediately of any breach of security or unauthorized use of Your Account.

PRODIBI DISCLAIMS ALL LIABILITY FOR LOSSES CAUSED BY ANY UNAUTHORIZED USE OF YOUR ACCOUNT. HOWEVER, YOU MAY BE HELD LIABLE FOR THE LOSSES OF PRODIBI OR OTHERS DUE TO SUCH UNAUTHORIZED USE.

By providing Prodibi with personal information and data in relation with the creation of an Account, You expressly authorize Prodibi to collect and process such information for the purpose of management of the Website. The collecting of information and identification process may be delegated to third parties

YOU HEREBY EXPRESSLY ACCEPT THAT PRODIBI MAY PROCESS AND SAVE YOUR PERSONAL INFORMATION AND DATA OUTSIDE SWITZERLAND AND EUROPE AS WELL AS IN OTHER GEOGRAPHICAL AREAS THAN THE ONE YOU ARE LOCATED IN.

Prodibi has implemented reasonable and appropriate technical and organizational measures to help secure Your files against accidental or unlawful loss, access, or disclosure. You agree that these measures are Prodibi’s only responsibility with respect to the security and handling of Your Content and are sufficient in the light of any nondisclosure obligation of Prodibi. Prodibi will not be responsible for maintaining backup files. Upon termination of Your Account, Prodibi may, but is not obligated to, delete Your Content.

Please note that Prodibi reserves at all time its right to decline Users’ registration. You agree and acknowledge that the present Terms of Use concede You no right to register with Prodibi. In particular, Prodibi may restrict the availability of all or part of its services to certain geographic areas.

V. ACCOUNT AND PAYMENT TERMS

You agree to pay the subscription fee and any applicable fees as specified in the registration process of the creation of Your Account (the “Fee”).

The Fee is not refundable and its nonpayment will immediately give Prodibi the right to terminate or suspend Your Account.

Prodibi reserves the right to update or amend the Fee from time to time for subsequent billing cycles.

Your Account will be automatically renewed on a yearly basis starting on the anniversary date of subscription, unless You notify to Prodibi a termination to be received at least three (3) months in advance.

All transactions shall be performed shall be paid exclusively in US$ through PayPal.

You agree that Prodibi may charge You for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with Your Account.

VI. YOUR USE OF THE WEBSITE

1. General Conditions

  • You may not, under any circumstance, alter or modify any part of the Website.
  • You may not launch any automated system, including without limitation, "robots," "spiders," or "offline readers," “virus”, “worms”, “Trojan horse”, having the purpose or effect to detrimentally affect the Website.
  • You may not collect any personal data, including Account names, from the Website, nor use the communication systems provided by Prodibi to its Users for any commercial solicitation purposes.
  • Your use of the Website requires one or more compatible devices, Internet access and certain software and may require obtaining updates or upgrades from time to time. As the use of the Website involves hardware, software, and Internet access, Your ability to use the Website may be affected by the performance of such materials. You agree that such system requirements, as modified from time to time, are under Your responsibility.
  • You shall be solely responsible for Your Content and the consequences of posting such Content. Prodibi does not guarantee any confidentiality in relation with Your Content.
  • You are aware that by using the Website, you may encounter content that You may find offensive, indecent, or objectionable. Nevertheless, You agree to use the Website at Your sole risk. You agree that Prodibi shall assume no liability for content that You may find to be offensive, indecent, or objectionable.
  • You agree that You will not attempt to, or encourage or assist any other person to, circumvent or modify any component of the Website.
  • Prodibi reserves the right to discontinue any aspect of the Website at any time.

2. Your Content

You have the sole responsibility to ensure that Your Content complies with all applicable laws and regulations and these Terms of Use and therefore:

  • You represent and warrant that You dispose of the necessary rights and authorizations to use and upload any Content that You may submit to the Website. You further agree that You will not submit material that is copyrighted, protected by trade secrets or otherwise subject to third party proprietary rights unless you are the owner of such rights or have permission from their owner to display and distribute such material.
  • Prodibi shall determine in its sole discretion whether any Content is appropriate and complies with the present Terms of Use. You agree that Prodibi may at any time, without prior notice and in its sole discretion, remove Content and/or terminate any Account for materials uploaded in violation of the present Terms of Use.
  • You warrant that Your Content contains no pornography, dangerous or illegal acts, unlawful, obscene, defamatory or libelous material, images of rape or abuse, images of bestiality; or any sexually explicit content (including but not limited to intercourse, masturbation, sadistic or masochistic abuse, explicit depiction of male or female genitalia or pubic areas, pedophilia or necrophilia).
  • You also warrant that Your Content is not contrary to public policy, nor any applicable laws, regulations or bona mores.
  • You acknowledge that Prodibi may be under a legal obligation to remove or to block the access to any clearly illegal Content which has been effectively brought to Prodibi's attention.
  • You acknowledge and accept that Your failure to comply with the present Terms of Use may result in Your Content being removed and/or Your Account being deactivated without prior notice.
  • Moreover, Prodibi reserves the right to report any violation of the present Terms of Use to competent law enforcement authorities and any uploading of Content in violation of the present Terms of Use may result in Your personal criminal and/or civil liability pursuant to applicable laws and regulations.
  • All Users can report to Prodibi any Content that does not comply with the present Terms of Use, because it is unlawful, offensive or contra bonos mores or because it infringes the proprietary rights of a third party. Such notifications to Prodibi shall be made exclusively through the report@prodibi.com email address.
VII. INTELLECTUAL PROPERTY

1. Your Content

Prodibi does not claim any ownership rights in relation with any of Your Content.

You undertake to retain all ownership rights on Your Content and to continue to have the right to freely use such material after submitting Your Content to the Website.

Prodibi does not permit and will not tolerate any infringement of intellectual property rights on the Website. Prodibi may remove, without prior notice, any Content if notified that such Content infringes on another's intellectual property rights.

Prodibi expressly disclaims any and all liability in connection with Your’ Content.

While Prodibi makes its best efforts to protect Your Content against such risks, PRODIBI SHALL ASSUME NO LIABILITY IN CASE YOUR CONTENT IS SUBJECT TO MISAPPROPRIATION AND/OR PIRACY. YOU ARE RESPONSIBLE FOR TAKING ALL APPROPRIATE MEASURES TO PROTECT YOUR CONTENT.

You grant Prodibi the non-exclusive, royaltyfree, worldwide license to reproduce, display, broadcast, distribute, edit, encode, embed, process (including but not limited to resize, cut, encode, embed, reframe, compress, rename) and to use Your Content, in whole or in part, in any way necessary to provide the Services on the Website through any technology developed by Prodibi and through any media and telecommunications technology providing access to the Website. You hereby expressly agree that Your Content may be processed by third parties mandated by Prodibi and acting under Prodibi’s responsibility.

You grant such license to Prodibi for as long as Your Content remains hosted on the Website.

Unless You expressly disable this feature on Your Account upon registration or further notice to Prodibi in writing or through the report@prodibi.com email address, You hereby grant to Prodibi permission to make (some of) Your Content available on the Website’s homepage or on Prodibi’s advertising materials as illustrations for promotional purposes only, provided that Prodibi clearly indicates the ownership of such materials. Other than for such limited use, Prodibi will not use Your Content commercially.

You may view other Users’ Content made available by Prodibi solely for Your personal and non-commercial use and in the respect of the present Terms of Use. In particular, You must not attempt to distribute, commercialize, transmit, license, copy or lease any other Users’ Content without such Users’ prior authorization.

2. Prodibi’s Content

Prodibi's Content is the exclusive property of Prodibi and its licensors and is protected by copyrights, trademarks, trade secrets, or other proprietary rights.

Prodibi grants You a personal, nonexclusive, non-transferable and revocable right to access and use the Website, under the condition that You comply with the present Terms of Use.

Prodibi's Content may not be downloaded, copied, reproduced, distributed, transmitted, displayed, sold, licensed, or otherwise exploited without the prior written consent of Prodibi.

You agree not to use or exploit Prodibi's Content in any manner inconsistent with the present Terms of Use and in particular, You shall always respect all rights granted or restrictions set forth herein. You are not allowed to modify Prodibi's Content or to create derivative works based upon Prodibi's Content.

You may not reverse engineer, decompile or disassemble Prodibi’s Content where applicable law permits it despite this limitation. You may not rent, lease, lend, resell or host to or for third parties any of Prodibi’s Content.

All rights not expressly granted in the present Terms of Use are reserved to Prodibi and its licensors.

VIII. TERMINATION

Prodibi may terminate Your Account immediately if You breach these terms of Use or if Prodibi is unable to authenticate any information you provide to Prodibi.

Prodibi remains free to suspend or terminate Your access to the Website at any time without notice, in particular by suspending or terminating Your Account, in case Prodibi determines, in its sole discretion, that such measure is necessary as a consequence of Your violation of the present Terms of Use or any other Prodibi policy or if Prodibi decides to interrupt the Services for any reason.

In no event shall any refunds be paid.

Following termination of Your Account, Prodibi may remove some or all of Your Content from its servers or elect to retain it, at its sole option.

Any payment obligations incurred prior to termination of this Agreement, shall survive such termination

IX. AMENDMENT

Prodibi may, in its sole discretion and without notice, update, modify or revise the present Terms of Use at any time. Any update, modification or revision (“amendment”) of the present Terms of Use shall become automatically effective and binding as from the date of their publication on the Website and You agree to be bound by such amendment.

Prodibi will post the amended version on the Website and make the amendment available via a link from the home page. You agree that Your continued use of this Website after such amendment shall signify Your acceptance of any such amendment. It is Your responsibility to consult and revert to the last available version of the present Terms of Use as posted on the Website.

X. LIABILITY

1. General Warranty Disclaimer

You agree that Your use of Prodibi’s Website and Services shall be at Your sole risk and liability. You acknowledge that the content of this Website is provided to you as is and that to the fullest extent permitted by applicable law, Prodibi, as well as its officers, directors, employees and agents, disclaim all warranties, express or implied, in connection with the Website and Your use thereof, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of any applicable law or regulations.

Furthermore, Prodibi makes no warranties or representations about and assumes no liability for the accuracy or completeness of the content of the Website or the content of any websites linked to the website, including but not limited to any errors, mistakes, inaccuracies of content, as well as its timely and proper, delivery, or limitations, personal injury or property damage, of any nature whatsoever resulting from Your access to or use of the Website, any unauthorized access to or use of Prodibi’s secure servers and/or any and all personal information and/or financial information stored therein, any interruption or cessation of transmission to or from Prodibi’s platform, any bugs, viruses, Trojan horses, or the likes which may be transmitted to or through Prodibi’s platform by any third party, and/or any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, uploaded, or otherwise made available via the Website. Prodibi does not warrant, endorse, guarantee, or assume any responsibility whatsoever for any product or service advertised or offered by a third party through the Website or any hyperlinked website or featured in any banner or other advertising. In no event shall Prodibi be a party to or in any way responsible for monitoring any transaction between You and third-party providers of products or services.

2. Limitation of Liability

You agree that Prodibi, its officers, directors, employees or agents shall not be liable for any loss, expense or damages of any kind arising out of or resulting from Your use of the Website, regardless of whether such damage is direct, indirect, incidental, special, punitive, consequential, resulting from or in connection with the content of the Website, including the Content, or the content of any websites linked to the Website, including but not limited to errors or inaccuracies in such content, delays, interruptions, failure, poor quality or limitations of any kind in its delivery or in the performance of services offered on the Website, personal injury or property damage of any nature whatsoever resulting from Your access to or use of the Website, any unauthorized access to or use of Prodibi’s secure servers and/or personal information and/or financial information stored therein, any interruption or cessation of transmission to or from Prodibi’s platform or any third party’s website or service Prodibi is working with to provide the services or process the information or content, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through Prodibi’s platform by any third party, and/or any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content submitted, uploaded, emailed, transmitted, distributed, or otherwise made available via the Website.

You specifically acknowledge that Prodibi shall not be liable for any user submissions and uploads, nor for any conduct of any third party that occurs in violation of the present Terms of Use and/or applicable laws and regulations.

You also acknowledge hereby that You bear the entire risk of any harm or damage resulting from or in connection with the foregoing.

The Website is managed and offered by Prodibi from its corporate headquarters in Switzerland. Prodibi makes no representations that the Website is appropriate or available for use in other jurisdictions. Those who access or use the Website from other jurisdictions do so under their own responsibility and are responsible for compliance with locally applicable laws.

XI. INDEMNIFICATION

You agree to defend, indemnify and hold Prodibi, its affiliates and their officers, directors, employees and agents harmless from and against any liability, loss, damages (including punitive damages), claim, settlement payment, costs or debt, interest, award, judgment, diminution in value, fine, fees, penalty or other charge (including but not limited to attorneys’ fees) arising from or relating to (i) Your Content, (ii) Your violation of the present Terms of Use or any other policy of Prodibi; (iii) more generally Your use of the Website; and (iv) Your violation of any third party rights, including without limitation any copyright, property, publicity or privacy rights or any claim that Your Content caused damage to a third party. This defense and indemnification will survive the present Terms of Use and Your use of the Website.

XII. MISCELLANEOUS

Users and Prodibi are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisorfranchisee relationship is intended or created by the present Terms of Use.

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Prodibi’s failure to act with respect to a breach by Users does not waive Prodibi’s right to act with respect to subsequent or similar breaches. Prodibi shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond Prodibi’s reasonable control.

Any rights and authorization granted hereunder may not be transferred or assigned by You, but may be assigned by Prodibi without restriction.

XIII.GOVERNING LAW / JURISDICTION

The present Terms of Use shall be governed, interpreted and construed by, under and pursuant to the substantive laws of Switzerland, without reference to its conflict of laws.

You agree that any dispute, controversy or claim arising out of or in relation to the present Terms of Use, including the validity, invalidity, breach or termination thereof shall be decided exclusively by the ordinary courts of Geneva, Switzerland. Notwithstanding the foregoing, Prodibi reserves the right to institute legal proceedings at Your registered office or place of residence.