Last Updated April 3, 2021
Welcome to photography.mikesinibaldi.com (collectively, “Sinibaldi”, “our” or “we” or “us”). We are an informational, educational and self-promotional website. We have developed this Terms of Use Agreement (“Agreement”) to describe the terms that govern your access and use of the Services (defined below). This Agreement applies to the Sinibaldi website (“Site”); including without limitation, blogs, newsletters, mobile sites, applications (“apps”), widgets, site products (as defined below) and other content and services that are linked to this Agreement (collectively, the “Sinibaldi Services” or “Services”).
Sinibaldi is based in the United States. You must be at least 18 years old to access our site and Services and your access and use of certain Services may require you to accept additional terms, conditions or restrictions applicable to such Services, including any future modifications (collectively, “Additional Terms”) in addition to this Agreement. The Additional Terms are made as part of this Agreement. In the event of a conflict between any such Additional Terms and this Agreement, such Additional Terms will control with respect to your use of that specific Service.
Sinibaldi supplies the Services (as defined below). By using any Service (whether or not you have an account or subscription) or by clicking a box that states that you accept and agree to this Agreement, you agree to be bound by this Agreement, including any future modifications, and any Additional Terms and to abide by all applicable laws, rules and regulations (“Applicable Law”).
Please read through this Agreement carefully. You are indicating your agreement to be bound by the terms and conditions of this agreement and to any disclaimers attached herein. If you choose to disagree to be bound by this Agreement and not to abide by all Applicable Law, you may not use the Services and must discontinue use of the Services immediately. Sinibaldi may modify this Agreement at any time, and each such modification will be effective upon posting on or to the Service. All material modifications will apply prospectively only. Your continued use of the Services following any modification constitutes your acceptance of and agreement to be bound by this Agreement as so modified. It is therefore important that you review this Agreement regularly to ensure familiarity with its then-current terms and conditions. Sinibaldi may also use third-party service providers, such as vendors, contractors, agents or sponsors, to operate, develop or help us manage and provide the Services.
1. DESCRIPTION OF SERVICES
We make various services available on this site including, but not limited to, our digital content; such as, self-promotional photographic and video information and news; publications to educate and inform; print and fine art sales through independent third parties (“the Processor”); gear reviews; and other like services. We also offer fee-based, photography and videography services to those who have an idea that they want to bring to life.
The Services are accessible through a personal computer or other access device using a communications connection (e.g., internet service provider or modem and telephone line). You are responsible for providing, at your own expense, all equipment necessary to use the services, including a computer, modem, and Internet access, or other access device necessary to access the Services (including payment of all fees associated with such access).
2. SINIBALDI ACCOUNT REGISTRATION AND SECURITY
Some Services may require you to create an account or register to become a member (including setting up a credentials and a password) to participate in or to secure additional Services, such as viewing and commenting on Content (defined below), proofing images or project workings, purchasing Site Products, creating a Site profile and signing up for specific newsletters.
When you register, information you submit to us or through a Third-Party Service (defined below) to create an account must be true and accurate and kept up-to-date by you. Your failure to do so will constitute a breach of the Agreement, which may result in immediate termination of your account. When registering, you may not (i) select or use as a username, a name of another person with the intent to impersonate that person; or (ii) use as a username a name subject to any rights of another person without appropriate authorization. Sinibaldi reserves the right to refuse registration of, or cancel, a username, in its sole discretion. It is your responsibility to notify us of any changes in such information, including, but not limited to your contact information. You are responsible for maintaining the confidentiality of all your passwords and are responsible for all use of your account. It is therefore essential that you do not share your account information with anyone. You may be held liable for losses incurred by Sinibaldi, Sinibaldi Affiliates or any other Sinibaldi user or visitor in the event someone else uses your account as a result of your failure to keep your account information secure and confidential. You agree to indemnify Sinibaldi and all Sinibaldi Affiliates from any third-party claims arising from such actions. You agree not to use the account, username, email address or password of another member or subscriber at any time and not to allow any other person to use your account. You agree to notify us immediately if you suspect any unauthorized use of, or access to, your account or password. Sinibaldi shall retain the right to change your username, but no obligation, for any reason, including, without limitation, if the username you have selected violates this Agreement. If Sinibaldi makes available a manner by which you are able to upload a picture to your profile, we retain the right, but no obligation, to review any profile pictures provided by you.
3. ACCESS
The Site is intended solely for your personal and non-commercial use. Sinibaldi may change, suspend or discontinue the Site (or any feature thereof) at any time. We may also impose limits on certain features and services offered on the Site or restrict your access to parts or all of the Site without notice or liability. You acknowledge that from time to time that the Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which we may undertake from time to time; or (iii) causes beyond our control or which are not reasonably foreseeable by us.
4. TERMINATION
Unless terminated by Sinibaldi in its sole discretion, this Agreement shall remain in force while you use the Services. You may terminate your account at any time, for any reason, in the following ways: (i) opt-out of any non-fee bearing newsletter (ii) send us an email with your request to delete your account.
Sinibaldi may terminate your account, any subscription (both free and paid) and/or access to all (or any portion of) the Services at any time, for any or no reason, with or without prior notice or any explanation, and shall have no liability to you for such termination. Moreover, even after your account subscription and/or access to the Services is terminated by you or us, this Agreement will remain in full force and effect with respect to your past and future use of the Services. If we terminate your user account, subscription and/or access to the Services, or any portion of the Services, you may not create a new account, purchase a new subscription or try to access the Services without our prior written approval. You agree that your account is non-transferable. Any rights to your account and/or Services terminate upon your death.
5. FEES
You acknowledge that Sinibaldi reserves the right to charge a fee for any portion of the Services. We will provide you with advance notice of any such fees, including any change in the amount of such fees, and a way to cancel your account and/or subscription in the event you do not wish to pay the modified fee. If you continue to use the Services after the applicable fee has been imposed or increased, you are expressly agreeing to the subscription fee or increase thereto and you will be responsible for paying such fee for the balance of your subscription service. You will not be entitled to a refund of any unused portion of such fees or other payments if Sinibaldi suspends or terminates your account, and/or access to the Site (or any portion of the Site), due to your breach of this Agreement or violation of Applicable Law, as determined by us.
When you choose to hire us for photography or videography, we are acting as a freelancer. While the scope of work and fees for each project differ, we protect your interests and ours by requiring you to perfect a Freelance Agreement and any of the following contracts, if applicable, prior to commencement: (i) Model Release (ii) Property Release (iii) License of Rights for Photography (iv) Photo Session Agreement (v) Other Agreements deemed necessary.
6. PURCHASING SITE PRODUCTS
In connection with a purchase of any Services, subscription (including any premium subscription) or product, you may be required to provide personal information, including credit card and billing information (“Personal Financial Information”), to an independent third-party selected by, but not affiliated with, Sinibaldi (the “Processor”). The Processor is responsible for collecting, transmitting and/or processing your Personal Financial Information and, in some instances, for fulfilling your order, the collection, use and transmission of your Personal Financial Information and any payment obligations for Site Products shall be governed by the terms of use/service and privacy policy(ies) of the Processor. If you make a purchase of a Site Product, you are warranting that you are authorized to make the purchase using the Personal Financial Information that you provide to the Processor. You must be 18 years of age or older to purchase any Site Product.
If you purchase certain subscription based Site Products, your subscription will be automatically renewed and the credit or debit card you provided to the Processor for the Sinibaldi Site Product will be charged per the billing cycle of your subscription (e.g., monthly or annual), unless you cancel the subscription prior to the automatic renewal date of the subscription. The renewal charge for your subscription shall be the same as the original purchase price, unless you are otherwise notified in advance. You acknowledge and agree that the authorization to charge your credit card for the subscription shall automatically transfer to any successors or assigns of Sinibaldi or the Processor, for a substantially similar subscription. From time to time, we may offer subscription options to include a free trial period. You are allowed only one free trial period. Subsequent subscriptions or upgrades do not qualify for additional free trials. At the end of any free trial period, we will begin billing your payment method for the indicated subscription fee plus any applicable sales tax unless you cancel prior to the end of your free trial. You will not receive a notice from us that your free trial ended or that your paid subscription has begun.
Sinibaldi makes no warranty, and to the fullest extent provided by law, accepts no liability for any loss or damages whatsoever, relating to, or in connection with, your placement of an order for a Site Product with the Processor. Sinibaldi provides no refunds for, makes no warranty for, and to the fullest extent provided by law, accepts no liability, regarding purchases you make on or through any Processor. You are solely responsible for any and all transactions utilizing your Personal Financial Information, including, but not limited to, any and all charges. You acknowledge and agree that in the event the Processor experiences a data breach that affects any of your information, Sinibaldi will in no way be responsible or liable to you for any such data breach.
If you have any questions regarding your purchases or transactions or believe that there is an error or unauthorized transaction or activity associated with transactions utilizing your information, you must contact the Processor.
7. LIMITED CONTENT LICENSE
The Services contain information, text, files, images, video, sounds, musical works, works of authorship, materials, applications, software, product names, company names, trade names, logos, designs, and any other materials or content (collectively, “Content”) of Sinibaldi and Sinibaldi Affiliates and their licensors and assignors (“Sinibaldi Content”), as well as materials and Content provided by users (“User Content”) or other third-parties. Sinibaldi Content contained in the Services is protected by copyright, trademark, patent, trade secret and other laws. Sinibaldi, its licensors, or its assignors, own and retain all rights in the Sinibaldi Content and Services. Sinibaldi hereby grants you a limited, revocable, nonsublicensable, nontransferable license, to access and display or perform the Sinibaldi Content (excluding any software code) solely for your personal, non-commercial use, in connection with using the Services. Except as provided in this Agreement or as explicitly allowed in the Additional Terms on the applicable Service, you may not copy, download, stream capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, re-transmit, distribute, perform, display, sell, frame or deep-link, make available or otherwise use any Content contained in or through the Services.
Except as explicitly and expressly permitted by Sinibaldi or by the limited license set forth above, you are strictly prohibited from creating works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards and unlicensed merchandise) that derive from or are based on the Sinibaldi Content. This prohibition applies regardless of whether such derivative works or materials are sold, bartered or given away. Also, you may not, either directly or through the use of any device, software, internet site, web-based service or other means, remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notice marked on the Sinibaldi Content contained in the Services or any digital rights management mechanism, device, or other content protection, copy control, or access control measure associated with the Sinibaldi Content, including geo-filtering mechanisms. Except as necessary in order to make reference to Sinibaldi or Services in a purely descriptive capacity, you are expressly prohibited from using any Sinibaldi Content in any manner.
You may not, without the Sinibaldi’s written permission, “mirror” any Sinibaldi Contents contained on the Site or any other server. You may not use the Site for any purpose that is unlawful or prohibited by the Agreement. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site through hacking, password mining or any other means. Sinibaldi reserves the right, in its sole discretion, to terminate your access to the Site, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.
8. RESTRICTIONS ON USE OF THE SERVICES
Sinibaldi reserves the right to remove any and all Content in its sole discretion. You understand that you are responsible for all User Content that you post, upload, transmit, email or otherwise make available on, through or in connection with the Services. Additionally, you acknowledge that you have no expectation of privacy in or confidentiality with respect to your User Content. Accordingly, please choose carefully the information that you post on, through or in connection with the Services. You understand that we do not control the User Content posted by users via the Services and, as such, you understand that you may be exposed to offensive, inaccurate or otherwise objectionable User Content. Sinibaldi assumes no responsibility or liability for any User Content. If you become aware of any misuse of the Services, please report this immediately to legal@photography.mikesinibaldi.com.
Sinibaldi assumes no responsibility for monitoring the Services for inappropriate Content or conduct. If at any time, we choose in our sole discretion to monitor the Services, Sinibaldi assumes no responsibility for Content other than Sinibaldi Content, assumes no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any user or visitor.
You agree not to use the Services to:
(I) Post, upload or otherwise transmit or link to content that is: unlawful; threatening; abusive; obscene; vulgar; sexually explicit; pornographic or inclusive of nudity; offensive; excessively violent; invasive of another’s privacy, publicity, contract or other rights; tortious; false or misleading; defamatory; libelous; hateful; or discriminatory;
(II) Violate the rights of others including patent, trademark, trade secret, copyright, privacy, publicity or other proprietary rights;
(III) Harass or harm another person;
(IV) Exploit or endanger a minor;
(V) Impersonate or attempt to impersonate any person or entity;
(VI) Introduce or engage in activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access to a computer or a computer network;
(VII) Attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising the Services;
(VIII) Interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized access to the Services, including Sinibaldi’s servers, networks or accounts;
(IX) Cover, remove, disable, block or obscure advertisements or other portions of the Services;
(X) Delete or revise any information provided by or pertaining to any other user of the Services;
(XI) Use technology or any automated system such as scripts, spiders, offline readers, or bots in order to collect or disseminate usernames, passwords, email addresses or other data from the Services, or to circumvent or modify any security technology or software that is part of the Services;
(XII) Send or cause to send (directly or indirectly) unsolicited bulk messages or other unsolicited bulk communications of any kind through the Services. If you do so, you acknowledge you will have caused substantial harm to Sinibaldi. As a reasonable estimation of such harm, and by way of liquidated damages and not as a penalty, you agree to pay Sinibaldi $100 for each actual or intended recipient of such communication;
(XIII) Solicit, collect or request any personal information for commercial or unlawful purposes;
(XIV) Post, upload or otherwise transmit an image or video, including that of another person;
(XV) Engage in commercial activity (including, but not limited to, advertisements or solicitations of, business; sales; contests; sweepstakes; creating, recreating, distributing or advertising an index of any significant portion of the Sinibaldi Content; or building a business using the Sinibaldi Content) without Sinibaldi’s prior written consent; using technology or other means to access, index, frame, or link to the Services (including the Content) that is not authorized by Sinibaldi (including, without limitation, by removing disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of Sinibaldi Content);
(XVI) Accessing Services (including the Content) through any automated means, including “robots,” “spiders,” or “offline readers” (other than by individually performed searches on publicly accessible search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices – but not caches or archives – of Services and excluding those search engines or indices that host, promote, or link primarily to infringing or unauthorized content;
(XVII) Use the Services to advertise or promote competing services;
(XVIII) Use the Services in a manner inconsistent with any and all Applicable Law;
(XIX) Attempt, facilitate or encourage others to do any of the above.
Sinibaldi reserves the right, but disclaims any obligation or responsibility, to remove any User Content that violates this Agreement, as determined by us, or for any other reason in Sinibaldi’s sole discretion and without notice to you. You acknowledge that Sinibaldi reserves the right to investigate and take appropriate legal action against anyone who, in Sinibaldi’s sole discretion, violates this Agreement, including but not limited to, terminating their account and/or subscription and/or reporting such User Content, conduct, or activity to law enforcement authorities.
You acknowledge, consent and agree that Sinibaldi may access, preserve or disclose information you provide to or through the Services or that we have collected about you, including registration information and User Content, when we believe that such access, preservation or disclosure is necessary in order to: (i) protect, enforce, or defend the legal rights, privacy, safety, or property of Sinibaldi, our or affiliates (“Sinibaldi Affiliates”), or their employees, agents and contractors (including enforcement of this Agreement or our other agreements); (ii) protect the safety, privacy, and security of users of the Services or members of the public, including in urgent circumstances; (iii) protect against fraud or for risk management purposes; (iv) comply with Applicable Law or legal process; or (v) respond to requests from public and government authorities. If Sinibaldi sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business, Sinibaldi may transfer your information to the party or parties involved in the transaction as part of that transaction.
Sinibaldi reserves the right to limit the storage capacity of User Content. You assume full responsibility for maintaining backup copies of your User Content, and we assumes no responsibility for any loss of your User Content due to it being removed by us or for any other reason.
9. YOUR PROPRIETARY RIGHTS IN AND LICENSE TO YOUR USER CONTENT
Sinibaldi does not claim any ownership rights (including copyright) in the User Content that you post, email, transmit, or otherwise make available (collectively, “Transmit”) on, through or in connection with the Services, except with respect to your unsolicited submissions, as described under “Unsolicited Submissions” below; provided, however, that User Content shall not include any Sinibaldi Content or content owned by a Sinibaldi Affiliate. By posting or transmitting any User Content on, through or in connection with the Services, you hereby grant to us and Sinibaldi Affiliates, licensees, assignees, and authorized users, a worldwide, perpetual, irrevocable, non-exclusive, fully-paid and royalty-free, freely sublicensable and transferable (in whole or in part) right (including any moral rights) and license to use, modify, excerpt, adapt, publish, translate, create derivative works and compilations based upon, publicly perform, publicly display, reproduce, sublicense, broadcast and distribute such User Content, including your name, voice, likeness and other personally identifiable information to the extent that such is contained in User Content, anywhere, in any form and on and through all media formats now known or hereafter devised, for any and all purposes including, but not limited to, promotional, marketing, trade or any non-commercial or commercial purposes. Additionally, Sinibaldi is free to use any ideas, concepts, know-how, or techniques contained within such User Content for any purpose including, but not limited to, developing, manufacturing, marketing and providing commercial products and services, including Services. Our use of such User Content shall not require any further notice or attribution to you and such use shall be without the requirement of any permission from or any payment to you or any other person or entity. You hereby appoint Sinibaldi as your agent with full authority to execute any document or take any action that Sinibaldi may consider appropriate in order to confirm the rights granted by you to Sinibaldi in this Agreement.
You represent and warrant that: (i) you own the User Content Transmitted by you on, through or in connection with the Services and/or Third-Party Services, or otherwise have the right to grant the license set forth in this section, and (ii) the Transmission of User Content by you on, through or in connection with the Services and/or Third-Party Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any User Content Transmitted by you on or through the Services or Third-Party Services. If you delete your User Content from any Service, Sinibaldi’s license to such User Content will end after a reasonable period of time necessary for the deletion to take full effect. However, the User Content may be retained in our back-up copies of the applicable Service, which are not publicly available. Furthermore, to the extent that Sinibaldi made use of your User Content before you deleted it, we will retain the right to make such pre-existing uses even after your User Content is deleted. You acknowledge that (i) deletion of your User Content from Services will not result in, and Sinibaldi assumes no responsibility for, the deletion of such User Content by any third-parties who were provided with or had access to such User Content prior to your deleting it from Services, and (ii) termination of your account or your use of the Services will not result in the immediate or automatic deletion of your User Content consistent with this Agreement.
10. REMOVAL OF MATERIAL THAT INFRINGES COPYRIGHTS
Sinibaldi respects the intellectual property of others and requires that our users do the same. Sinibaldi has a policy that provides for the termination in appropriate circumstances of users and account holders of Services who are repeat infringers. Sinibaldi also reserves the right to remove or disable access to any transmission of Content that infringes the copyright of any person under the laws of the United States upon receipt of a notice that substantially complies with the requirements of 17 U.S.C. § 512(c)(3).
If you are a copyright owner or an agent thereof and believe that any materials residing on or linked to from Services infringes your copyright, you must send a written notification of claimed infringement that contains substantially all of the following information to the Sinibaldi Copyright Agent: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit Sinibaldi to locate the material on the Services (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit Sinibaldi to contact you, such as an address, telephone number, and an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or Applicable Law; (e) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner’s behalf; and (f) your physical or electronic signature. Sinibaldi’s Copyright Agent for notification of a claimed infringement can be reached as follows: Mike Sinibaldi; Phone: (407) 637-9340. If you wish to notify the Sinibaldi Copyright Agent electronically, please submit an email to copyright@mikesinibaldi.com.
11. THIRD-PARTY LINKS AND SERVICES
The Sinibaldi Site may allow third-parties to provide, ads, links to other websites, apps, resources or other services created by third parties (collectively, “Third-Party Services”). When you engage with a Third-Party Service, you are interacting with the third-party, not with us. If you choose to use a Third-Party Service and share information with it, the Third-Party Services may use and share your information in accordance with the Third-Party Service’s privacy policy and your privacy settings on such Third-Party Service. In addition, the third-party providing the Third-Party Service may use other parties to provide portions of the apps or service to you, such as technology, development or payment services. We are not responsible for and makes no warranties, express or implied, as to the Third-Party Services or the providers of such Third-Party Services (including, but not limited to, the accuracy or completeness of the information provided by such Third-Party Service or the privacy practices thereof). Inclusion of any Third-Party Service or a link thereto on the Services does not imply any approval or endorsement of the Third-Party Service. We are not responsible for the content or practices of any websites other than the Services that link to this Agreement, even if the website links to the Service and even if it is operated by a Sinibaldi Affiliate or a company otherwise connected with us. By using the Third-Party Services, you acknowledge and agree that Sinibaldi is not responsible or liable to you for any content or other materials hosted and served from any website, mobile site or app other than Sinibaldi Services. When you access Third-Party Services, you do so at your own risk. Sinibaldi encourages you not to provide any personally identifiable information to or through any Third-Party Service unless you know and are comfortable with the party with whom you are interacting. If you are interested in creating hypertext links to our Site, you are usually free to do so as long as the hypertext link, does not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of Sinibaldi, including its respective employees, agents, directors, officers or shareholders. If you have any questions regarding hypertext linking, you should contact us by sending an email to legal@photography.mikesinibaldi.com.
12. ENDORSEMENTS MADE BY SINIBALDI
We’re picky as to what business, product, website or services (collectively “Sponsored Provider”) we expose our users to. Our endorsements ARE ALWAYS based on the personal belief that the Sponsored Provider provides excellent and valuable information, use or service. In most cases, we will be compensated via a commission or other form of compensation if you decide to purchase that product based on our endorsement. In some cases, we may receive the product for free for review purposes, or just to use. In some cases, we use that product in our business and in other cases we are paid a fee for our endorsement.
Sinibaldi has established truth-in-advertising guidelines for endorsements. Endorsements include affiliate and influencer marketing, each collectively are forms of an “Endorsement”. These guidelines provide honest disclosure of our relationship, if any, when we promote, endorse, or suggest products and/or services for sale that are not our own. Our endorsements may be found on the Sinibaldi Site or on various social media networking sites. Likes, shares, favored or similar actions does not imply any approval or endorsement. It represents that we are a “fan” or like a particular piece of content. Likewise, if our content describes how much we like something we bought and are not being compensated, we are doing so as a fan. However, when we are being compensated in any way, we treat that as an Endorsement or part of a sponsored ad or campaign which will be disclosed to you within the content from which the Endorsement was made and in a clear and conspicuous manner so that our relationship with a Sponsored Provider is known.
When you engage with a Sponsored Provider through a link or Content where an endorsement was made, you are interacting with them, not with us. If you choose to use or make a purchase from the Sponsored Provider, you acknowledge and agree that Sinibaldi and Sinibaldi Affiliates are not responsible or liable to you for the purchase, the performance of and makes no warranties, express or implied that the products and/or services endorsed will meet your individual needs and intended use of the products and/or services.
IMPORTANT: ALWAYS do your OWN due-diligence before making any purchases, whether we recommend them or not.
13. MEMBER DISPUTES
You are solely responsible for your interactions with other Sinibaldi users and visitors, providers of Third-Party Services, Processors or any other parties with whom you interact on, through or in connection with the Services. Sinibaldi reserves the right, but has no obligation, to become involved in any way with these disputes.
14. PRIVACY
Use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
15. DISCLAIMERS
THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND SINIBALDI DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SINIBALDI EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SINIBALDI MAKES NO WARRANTY THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE SERVICES WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE SERVICES OR THIRD-PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD-PARTY ADVERTISEMENTS) WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. UNDER NO CIRCUMSTANCES WILL SINIBALDI OR OUR SINIBALDI AFFILIATES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF THE SERVICES, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE SERVICES, ATTENDANCE AT A SINIBALDI EVENT, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE SERVICES, ANY USER CONTENT, ANY THIRD-PARTY ADVERTISEMENT OR THIRD-PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE SERVICES, OR THE CONDUCT OF ANY USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE. YOUR USE OF USER CONTENT, THIRD-PARTY ADVERTISEMENTS, THIRD-PARTY SERVICES, SPONSORED PROVIDERS AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD-PARTIES AND SPONSORED PROVIDERS IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST DATA NECESSITATED BY YOUR USE OF THE SERVICES.
USER CONTENT, THIRD-PARTY CONTENT, THIRD-PARTY ADVERTISEMENTS AND THIRD-PARTY SERVICES DO NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF SINIBALDI OR OF OUR AFFILIATES.
16. LIMITATION ON LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SINIBALDI NOR SINIBALDI AFFILIATES WILL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF SINIBALDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SINIBALDI AND SINIBALDI AFFILIATES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SINIBALDI, FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF SINIBALDI’S ACTS OR OMISSIONS OR YOUR USE OF SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE SERVICES.
THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SINIBALDI HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
17. INDEMNITY
You agree to indemnify and hold Sinibaldi, its Sinibaldi Affiliates, sponsors, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys’ fees, made by any third-party due to or arising out of or in connection with your use of the Services, your breach of this Agreement, your violation of any rights of another or any User Content that you post or otherwise submit on, through or in connection with the Services.
18. UNITED STATES JURISDICTION
Sinibaldi provides the Services in the United States of America. We does not represent that the Sinibaldi Content Services are appropriate (or, in some cases, available) for use in other locations. If you use the Services from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the Sinibaldi Services.
Not all of the Services are available worldwide or nationwide, and Sinibaldi makes no representation that you will be able to obtain any Services in any particular jurisdiction, either within or outside of the United States.
19. U.S. EXPORT CONTROLS
Any software available in connection with the Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
20. GOVERNING LAW
This Agreement will be governed by, and construed in accordance with, the laws of the State of Florida, without regard to its conflict of law provisions. You agree to exclusive jurisdiction and venue for any litigation arising from this agreement or Services to be an appropriate federal or state court located in Seminole County, Florida.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
21. CLAIMS AND AGREEMENT TO ARBITRATION
Any action arising by a user or Subscriber must be brought, if at all, within one (1) year from the accrual of the cause of action. You agree that all disputes and claims arising out of, or relating to this Agreement shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”), as amended by the terms of this Agreement. The Supplementary Procedures are available online at www.adr.org (click on the link labeled “Rules,” and then click on the link labeled “Supplementary Procedures for Consumer-Related Disputes”). To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or video conference, rather than by personal appearances. In the event that any in-person appearances are required by the arbitrator, such appearances shall be held in the County of Seminole in the State of Florida. The arbitrator’s decision shall be based upon the laws of the State of Florida as set forth in Section 20 above, without giving effect to any principles of conflicts of law. Arbitration proceedings shall be confidential, and shall be conducted in a manner that preserves such confidentiality. The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator may be confirmed and enforced in any court having competent jurisdiction thereof, and you agree that federal and state courts in Seminole County in the State of Florida shall have such jurisdiction. The foregoing shall not preclude Sinibaldi from seeking any injunctive relief in a court of law or equity for protection of its intellectual property rights (including the rights of its licensors).
22. INFORMATION OR COMPLAINTS
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Service, please use our Contact US form. You may also contact us by writing to Sinibaldi — Customer Care Department, c/o Mike Sinibaldi, 1554 Westover Loop, Lake Mary, FL 32746, or by calling us at 407-637-9340. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
23. UNSOLICITED SUBMISSIONS
Sinibaldi does not knowingly accept, via the Services or otherwise, unsolicited submissions including, without limitation, submissions by you of blog ideas, articles, scripts, story lines, fan fiction, characters, drawings, information, suggestions, proposals, ideas or concepts. Sinibaldi requests that you do not make any unsolicited submissions. Any similarity between an unsolicited submission and any elements in any Sinibaldi or Sinibaldi Affiliate creative work, including without limitation, a film, series, story, title or concept would be purely coincidental. If you do send any submissions to us via the Services that are unsolicited, however, you agree that (i) your unsolicited submissions are not being made in confidence or trust and that by making such submissions, no contractual or fiduciary relationship is created between you and Sinibaldi; (ii) any such unsolicited submissions and copyright becomes the property of and will be owned by Sinibaldi (and are not User Content licensed by you to Sinibaldi under “Your Proprietary Rights in and License to Your User Content”) and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as Sinibaldi sees fit; (iii) you are not entitled to any compensation, credit or notice whatsoever in connection with such unsolicited submissions; and (iv) by sending an unsolicited submission, you waive the right to make any claim against Sinibaldi or Sinibaldi Affiliates relating to any unsolicited submissions by you, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality.
22. EMPLOYMENT OPPORTUNITIES
Sinibaldi may, from time to time, post freelance employment opportunities on the Services and/or invite users to submit resumes to it. If you choose to submit your name, contact information, resume and/or other personal information to us in response to employment listings, you are authorizing Sinibaldi to utilize this information for all lawful and legitimate hiring and employment purposes. Sinibaldi also reserves the right, at its sole discretions, to forward the information you submit, to its Sinibaldi Affiliates for legitimate business purposes. Nothing in this Agreement or contained in the Services will constitute a promise by Sinibaldi to contact, interview, hire or employ any individual who submits information to it, nor will anything in this Agreement or contained in the Services constitute a promise that Sinibaldi will review any or all of the information submitted to it by users of the Services.
23. MISCELLANEOUS
The failure of Sinibaldi to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Except as otherwise expressly provided herein, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
You agree that any notices Sinibaldi may be required to send to you, by Applicable Law, will be effective upon Sinibaldi’s sending an e-mail message to the e-mail address you have on file with us or publishing such notices on the informational page(s) of Services.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Sinibaldi as a result of this Agreement or your use of the Services. A printed version of this Agreement and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.
Nothing contained in this Agreement limits Sinibaldi’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us in connection with such use.
If you would like to contact us with any questions regarding this Agreement, please contact us at legal@mikesinibaldi.com.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.