CELEBSAFARI TERMS OF USE

            These Terms of Use (“Terms of Use”) are being executed between you and CelebSafari, LLC (“CelebSafari”) and govern your access to, and use of, the entire CelebSafari web site based upon CelebSafari proprietary software and technology (hereinafter referred to as, the “Web Site”).  In the event you are agreeing to these Terms of Use in your capacity as an authorized representative (e.g., owner, officer or authorized employee, agent or representative) of an entity (e.g., a corporation), then references to “you” or “your” mean you and the entity on the behalf of which these Terms of Use are being agreed to.  References to “User” in these Terms of Use mean references to you.

            Until you complete the registration process for the Web Site (including, without limitation, agreeing to these Terms of Use by checking the checkbox indicating that you have read and agree to be bound to the terms of use) you have no right to submit pictures and photographs (collectively, “Submitted Items”) or any other items over the Web Site.  Your acceptance of these Terms of Use evidences your agreement to be bound by them.  CelebSafari may modify these Terms of Use at any time upon written notice or by posting to the Web Site.  You agree that if you use the Web Site after such notification or posting of modifications in the Terms of Use you will be bound by the Terms of Use as modified.

1.            SERVICES PROVIDED.  Subject to these Terms of Use, CelebSafari shall make available to User access to, and use of, the Web Site along with the ability to submit Submitted Items over the Web Site.

2.            USERNAME AND PASSWORD.  You may not submit Submitted Items over the Web Site without possessing, and your submission of Submitted Items is contingent on the possession by you of, both a username and a password which are unique to you (“User Codes”), which you will receive after you submit all required information through the web site registration process (“User Registration Information”).  Your User Codes are for your personal use only. Only you may submit Submitted Items over the Web Site using your User Codes.  You are responsible for the confidentiality of your User Codes, and agree not to disclose or provide them to any third party.  You are responsible for all statements made and acts or omissions that occur while your User Codes are being used.  CelebSafari is not responsible for any breach of security caused by your failure to maintain the confidentiality of your User Codes.  You agree to notify CelebSafari immediately in the event of loss or theft of your User Codes, or if you believe the confidentiality of your User Codes has been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Web Site. CelebSafari reserves the right to revoke your User Codes at any time without prior notice.

3.            OWNERSHIP AND USE OF THE WEB SITE AND SUBMITTED ITEMS.

3.1            Ownership and Use of the Web Site.

(a)            CelebSafari hereby grants to you, for the term of these Terms of Use, a non-transferable, non-exclusive, limited right to access and use the Web Site for the purposes of submitting Submitted Items in accordance with these Terms of Use and for the purpose of viewing and navigating the Web Site.  You may display and print information particular and necessary to your proper and permitted use of the Web Site (e.g., you may print these Terms of Use and keep them for your records), provided that you agree not to remove any copyright or other notices contained therein.  Except as expressly authorized herein, you may not use, copy, reproduce, transmit, offer for sale, sell, display, perform, distribute, publish, broadcast, circulate, modify, create derivative works of, license, sublicense, assign, time-share, transfer, rent, lease, convey, disseminate, commercially exploit, or engage in any other similar or related act with respect to the Submitted Items or the Web Site without the express written consent of CelebSafari.  You also agree not to use the Web Site for any unlawful purpose, and you shall comply with any request of CelebSafari, the Web Site owner or any of CelebSafari’s third party providers to protect their respective rights in the Web Site.

(b)        The Web Site is the property of CelebSafari or its licensors or suppliers and is protected by applicable copyright, patent, trademark or other intellectual property law.  CelebSafari and/or its licensors or suppliers retain all title, ownership rights and intellectual property rights in and to the Web Site.  You agree to abide by any copyright notice or other restriction contained in any individual information or other material accessible through the Web Site.

(c)        In the event you use the Web Site, or the links included on, or the facilities contained within, the Web Site to gain access to a World Wide Web site or Internet location or source of information, services, software or goods of any company, organization or person other than CelebSafari, or to any Internet location other than CelebSafari.com, you acknowledge and agree that such other sites, locations or sources are not under the control of CelebSafari and agree that CelebSafari shall not be responsible or in any way liable for any of the information, services, software or goods from any such World Wide Web site or Internet location or source (including, without limitation, for your use of, or results obtained from, such information, services, software or goods). CelebSafari makes no express representation or warranty with respect to, disclaims all implied warranties (including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and noninfringement) WITH RESPECT TO, disclaims responsibility for, and assumes no liability regarding, any information, SERVICES, software or goods available, advertised, sold or OTHERWISE PROCURED FROM any website, LOCATION OR SOURCE not under CelebSafari’s control or, without limiting the generality of the foregoing, the quality, safety, accuracy, availability, decency, or suitability of such information, SERVICES, software or goods.

(d)            Transmission or use of any material in violation of these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries), or the rights of any third party is prohibited.  This includes, but is not limited to, copyrighted material, material which is defamatory, threatening, obscene, lewd and indecent, material protected by trademark, trade secret, or patent laws, or material that results in an invasion of privacy.

4            Ownership and Use of Submitted Items.

4.1               CelebSafari is solely a venue that allows you to submit or upload Submitted Items using the Web Site subject to these Terms of Use.  You shall retain ownership of, and title in and to, all Submitted Items.  Your submission or uploading of Submitted Items using the Web Site will not transfer legal ownership of the Submitted Items to CelebSafari, nor will your submission or uploading of Submitted Items using the Web Site constitute or be deemed a transfer by you to CelebSafari of your right, title and interest in and to any Submitted Items. 

4.2               Notwithstanding anything in Section 4.1 to the contrary:

(a)                You hereby grant CelebSafari a non-exclusive, royalty-free, perpetual, irrevocable, transferable, fully paid-up, worldwide license to make, have made, use, copy, operate, transmit, distribute, display and perform (both privately and publicly), broadcast, maintain, modify, prepare derivative works of, reproduce and license Submitted Items for any purpose CelebSafari deems necessary or appropriate for the purpose of establishing and operating the Web Site, meeting CelebSafari’s obligations and responsibilities under these Terms of Use or under applicable law, meeting any and all current or potential legal obligations, and otherwise as CelebSafari deems necessary or appropriate in support and/or furtherance of the business and operations of CelebSafari. 

(b)                CelebSafari may refuse to accept any Submitted Items or delete any Submitted Items from its Web Site to the extent CelebSafari deems necessary or appropriate for the purpose of establishing and operating the Web Site, meeting CelebSafari’s obligations and responsibilities under these Terms of Use or under applicable law, and otherwise as may be necessary or appropriate for CelebSafari to meet certain legal obligations.

4.3               You grant to CelebSafari all necessary rights and releases required for, and agree to take such actions as are necessary and appropriate to enable, CelebSafari to obtain the rights and perform the services and the activities described in these Terms of Use.

 5.            DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

5.1        THE WEB SITE IS PROVIDED “AS IS.”  NEITHER CELEBSAFARI, WEB SITE OWNER NOR ANY OF CELEBSAFARI’S LICENSORS OR SUPPLIERS MAKES ANY WARRANTY, GUARANTEE OR REPRESENTATION OF ANY KIND (INCLUDING, WITHOUT LIMITATION: (I) THAT ACCESS TO, OR USE OF, THE WEB SITE WILL BE UNINTERRUPTED, ABSOLUTELY SECURE, COMPLETE, ACCURATE OR ERROR FREE; (II) THE EXTENT TO WHICH YOU ARE ABLE TO CONDUCT TRANSACTIONS OVER THE WEB SITE; OR (III) THE SECURITY OF YOUR USERNAME AND PASSWORD FOR WHICH YOU ARE SOLELY RESPONSIBLE).  IN ADDITION, THE RELIABILITY, ACCURACY, COMPLETENESS, SECURITY, TIMELINESS AND USEFULNESS OF THE WEB SITE ARE NOT WARRANTED OR GUARANTEED.  YOUR USE OF INFORMATION ACCESSED ON OR THROUGH THE WEB SITE IS ENTIRELY AT YOUR OWN RISK AND IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE RELIABILITY, ACCURACY, COMPLETENESS, SECURITY, TIMELINESS AND USEFULNESS OF ALL SUCH.  CELEBSAFARI, WEB SITE OWNER AND CELEBSAFARI’S LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

5.2        YOU UNDERSTAND THAT CELEBSAFARI DOES NOT GUARANTEE THAT IT WILL CONTINUE TO MAKE THE WEB SITE AVAILABLE TO YOU, WHETHER BY THE SAME METHODS CURRENTLY USED OR OTHERWISE.  CELEBSAFARI MAY DISCONTINUE PROVIDING THE WEB SITE TO YOU AT ANY TIME.  YOU AGREE NOT TO HOLD CELEBSAFARI LIABLE FOR ANY DAMAGES ARISING FROM A DISCONTINUATION OR MODIFICATION OF ALL OR PART OF THE WEB SITE.

5.3        TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY (CONTRACT, WARRANTY, TORT OR OTHERWISE) WILL CELEBSAFARI, WEB SITE OWNER OR CELEBSAFARI’S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES INCURRED BY YOU AND IN ANY WAY ARISING OUT OF OR RELATED IN ANY WAY TO THESE TERMS OF USE (INCLUDING, WITHOUT LIMITATION, YOUR USE OF, OR INABILITY TO USE, THE WEB SITE OR ANY DAMAGES YOU MAY INCUR IN CONNECTION WITH ANY DECISION MADE, ACTION, OR INACTION, TAKEN BY YOU OR ANY OTHER PARTY, IN RELIANCE UPON THE WEB SITE, OR BASED ON ANY ACTS OR OMISSIONS OF ANY WEB SITE USERS, OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SECURITY, TIMELINESS OR USEFULNESS OF THE WEB SITE, OR FOR ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY PART OF THE INFORMATION OR SERVICES PROVIDED THROUGH THE WEB SITE), EVEN IF ADVISED OF SUCH DAMAGES.  IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, CELEBSAFARI SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION THROUGH THE WEB SITE OF A COMPUTER VIRUS OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE OPERATION OF THE WEB SITE OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY.

6.         YOUR COVENANTS.

6.1        If you are agreeing with these Terms of Use as an individual on your own behalf, you hereby represent and warrant that you are of the age of majority. Additionally, if you are agreeing with these Terms of Use on behalf of an entity (e.g., a corporation), you represent and warrant that you have the requisite power and authority within your entity to enter into a binding commitment with respect to these Terms of Use and the execution, delivery and performance of these Terms of Use and the consummation of the transactions contemplated by these Terms of Use have been duly authorized by the requisite action within your entity.

6.2        You represent and warrant that any information you have provided as part of the registration process, or thereafter provide, to use the Web Site is true and accurate to the best of your knowledge.  The Web Site provides facilities to enable you to access and modify your User Registration Information.

6.3        You agree that you are the rightful and lawful owner of any and all Submitted Items.

6.4        You shall not upload to the Web Site any Submitted Items or any other materials or information of any kind whatsoever that:  (i) violates or infringes the rights of any persons, including without limitation rights in copyrights, patents, trademarks or other intellectual property rights; (ii) is libelous, defamatory, obscene, pornographic, abusive or otherwise violates any law; (iii) violates or infringes the privacy rights of any persons, or (iv) contains viruses, “worms”, “trojan horses” or any other harmful properties.  You agree not to use the Web Site for, or to further, any illegal purposes. CelebSafari reserves the right, in its sole discretion, to refuse to accept any Submitted Item in violation of the foregoing and/or to edit or delete Submitted Item which violates the foregoing.

6.5        You agree to the efficacy of, and to be bound by, the disclaimers found in the Web Site.

6.6        You agree that CelebSafari may use your User Registration Information as the basis for informing you about other CelebSafari products and services and that CelebSafari may also deliver additional messages about its products and services to you by E-mail.

7.            TERMINATION.  Either you or CelebSafari may terminate these Terms of Use at any time immediately upon written notice to the other party.  CelebSafari will be entitled to immediately terminate these Terms of Use for cause upon a breach of these Terms of Use by you.  Upon expiration or termination of these Terms of Use, your ability to submit Submitted Items over the Web Site shall be discontinued.  You will destroy any downloaded and printed materials that originated from the Web Site.

8.         FORCE MAJEURE.  CelebSafari shall not be liable for any failure or delay in performance hereunder caused by you or any other cause beyond the control of CelebSafari, including but not limited to, failure of electronic or mechanical equipment, unauthorized access, strikes, failures of common carrier or utility systems, severe weather, labor disputes, fires or any other causes commonly known as “acts of God”.

9.            INDEMNIFICATION.  You hereby agree to indemnify and hold harmless CelebSafari (and its directors, officers, employees, control persons, suppliers, licensors and agents) from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising out of or related to: (a) your breach of your agreements, representations and warranties contained in these Terms of Use; (b) your use of the Web Site (i) in violation of these Terms of Use, (ii) in violation of any rights of CelebSafari or any third party information provider, including copyright, patent, trade secret, trademark, or other intellectual property rights and publicity and privacy rights, or (iii) in violation of any applicable law, rule or regulation; (c) your failure to maintain the confidentiality of your User Codes in accordance with these Terms of Use; or (d) Submitted Items and any other information or materials you upload or post to the Web Site. CelebSafari reserves the right to take over the exclusive defense of any claim for which CelebSafari is entitled to indemnification under this Paragraph 9. In such event, you shall provide CelebSafari with such cooperation as is reasonably requested by CelebSafari. This indemnification shall be binding upon you and your executors, heirs, successors and assigns.

10.            DISPUTE RESOLUTION.  In the event of a dispute between the parties arising under these Terms of Use, the parties shall submit to binding arbitration in Seattle, Washington before a single arbitrator knowledgeable of the subject matter in dispute under the Commercial Arbitration Rules of the American Arbitration Association, except that temporary restraining orders or preliminary injunctions, or their equivalent, may be obtained from any court of competent jurisdiction.  The decision of the arbitrator shall be final and binding with respect to the dispute subject to the arbitration and shall be enforceable in any court of competent jurisdiction.  The arbitrator shall not have the power to award any damages of the types excluded by this Agreement, regardless of the nature of the claim. If any arbitration or litigation is commenced between or among parties to this Agreement concerning any provisions of this Agreement, or the rights and duties of any person in relation thereto, the court or arbitrator, as the case may be, may award to the party or parties prevailing in such arbitration or litigation, in addition to such other relief as may be granted, a reasonable sum for their attorneys' fees.

11.            GENERAL.

11.1      Notices given by CelebSafari to you will be given by E-mail, or by a general posting on the Web Site, or by conventional mail.  In any matter requiring CelebSafari’s prior consent, such consent will be considered given only if made in the foregoing manner by an authorized representative of CelebSafari.  Notices given by you to CelebSafari must be given by E-mail and addressed to feedback(at)celebsafari.com, or by conventional mail.  Notices to CelebSafari by conventional mail must be sent to CelebSafari at P.O. Box 9727, Seattle, Washington 98109.

11.2      These Terms of Use and your rights and obligations hereunder may not be transferred, sold or in any other way assigned by you without the prior written consent of CelebSafari and shall inure to the benefit of CelebSafari’s successors, assigns and legal representatives whether by merger, consolidation or otherwise. CelebSafari may assign these Terms of Use or any of its rights or obligations under these Terms of Use to a company affiliated with, or a successor to or assignee of, CelebSafari, or to any other third party.

11.3      User shall comply with all applicable laws, rules and regulations in connection with User’s use of the Web Site. 

11.4      These Terms of Use shall not constitute, give effect to, or otherwise imply, a joint venture, pooling arrangement, partnership, agency or formal business organization of any kind.  CelebSafari’s failure to insist at any time upon strict compliance with any term of these Terms of Use, or any delay or failure on CelebSafari’s part to exercise any power or right given to CelebSafari in these Terms of Use, or a continued course of such conduct on CelebSafari’s part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise.  If any provision of these Terms of Use is declared invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired, and the parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that reflects the original intentions of the parties as nearly as possible in accordance with applicable law.  These Terms of Use will be governed by and construed and enforced in accordance with the substantive law of the State of Washington.  The parties consent to venue in Seattle, Washington for all disputes which may be brought with respect to the terms of, and the transactions and relationships contemplated by, these Terms of Use.  These Terms of Use shall benefit the parties hereto only.  These Terms of Use set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersede any and all prior oral and written agreements, understandings and quotations relating thereto.

CelebSafari, CelebSafari.com, CelebSafari.co.uk, CelebSafari.ca, CelebSafari.de, CelebSafari.fr and CelebSafari.co.jp are trademarks of CelebSafari.  You may not use, adopt or attempt to register anywhere in the world, whether alone or together with any other mark, symbol or name any trade name or trademark or service name or service mark that is similar or confusingly similar to any trade name or trademark or service name or service mark of CelebSafari.