Gogofrog - 無料ホスティング・無料3Dウェブサイト


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Terms of Use
Content Use Agreement
Content Supply Agreement
Subscription & Purchase Agreement

1. Acceptance of terms

GGF Holdings Pty Ltd (Gogofrog) provides users with personal web page creation, hosting services and related services (the Service) through its website located at gogofrog.com (the Website).

Gogofrog provides the Service and the Website to you subject to the terms set out in the following agreement, as updated from time to time (the Agreement). By using the Service or the Website you acknowledge that you have read and understood this Agreement and agree to be bound by it.

If you do not agree with this Agreement (or any updates to it) you should immediately cease using the Website and the Service.

2. Modification of this Agreement

This Agreement may be updated from time to time by Gogofrog. Gogofrog will place a notice on the Website indicating when this Agreement has been updated. By continuing to use the Service or the Website after this Agreement has been updated, you acknowledge that you have read and understood the updated Agreement and agree to be bound by it.

3. Use of the Service

In order to use the Service, it is your responsibility to procure access to the Internet, to pay any costs associated with that access and to acquire any hardware and software necessary to facilitate that access.

Gogofrog reserves the right to modify the Service or the content of the Website at any time without notice or liability to you. Gogofrog may establish limits regarding use of the Service and the maximum storage space available for Content. These limits may be changed from time to time without liability to you. Gogofrog will place a notice on the Website indicating when these limits have been changed.

Gogofrog may issue you with security access codes (including usernames and passwords) to enable you to access and use the Service. You must ensure that these security access codes are kept confidential and secure from unauthorised access and not used by, or disclosed to, any other person. You are responsible for any person's access to and use of the Service through use of any of the security access codes allocated to you (whether such access or use was authorised or not).

You also agree not to use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. You also agree not to attempt to gain unauthorized access to any other Gogofrog member accounts, computer systems or networks associated with the Website. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

4. Content provided by you

The Service allows you to post information, objects, data, text, messages, photographs, video, images and other materials (Content) on the Website. You are responsible for all Content which you upload, post or otherwise transmit using the Service.

You must not use the Service to:

(a) engage in, encourage, promote or provide instruction in relation to any illegal activity;

(b) upload, post or transmit Content which is unlawful or constitutes defamation, racial or ethnic vilification or interference with another's privacy;

(c) upload, post or transmit Content in breach of third party intellectual property rights, including copyright, trade mark, patent and database rights;

(d) upload, post or transmit Content in breach of your contractual or fiduciary obligations or in breach of an obligation of confidence;

(e) upload, post or transmit any software virus or any other computer program designed to interfere with, destroy or disrupt the functionality of any hardware or software;

(f) interfere with, disrupt or attack the Service or any server connected to the Internet by any means;

(g) upload, post or transmit Content in breach of the laws relating to the export or transmission of data from the country in which you reside;

(h) transmit any unsolicited bulk electronic messages or unsolicited commercial electronic messages (including "spam" messages);

(i) impersonate any other person or otherwise misrepresent your identity;

(j) post to or transmit to the Website any obscene, indecent, inflammatory or pornographic material, including any content that would reasonable considered to be appropriate for persons over the age of 18 or material that could give rise to civil or criminal proceedings;

(k) upload, post or transmit any Content which you know is false or misleading; or

(l) harass or stalk any person.

To avoid doubt, references in this Agreement to "unlawful" or "illegal" conduct includes conduct which is prohibited by law in any country.

Gogofrog may monitor or review Content and reserves the right to:

(a) edit or remove any Content which violates this Agreement; and

(b) suspend or terminate the account of any user who breaches this Agreement,

at its sole discretion and without liability. However, Gogofrog is under no obligation to perform these activities and does not warrant that it will do so.

5. Content provided by others

You understand that Content posted on the Website represents the views and opinions of the user who posted that Content and that Gogofrog does not endorse and is not responsible for that Content. Gogofrog is not responsible for the completeness, accuracy, reliability or availability of Content and does not accept any responsibility arising in any way (including from negligence) for errors in, or omissions from, the Content.

Gogofrog does not and cannot review all communications or Content uploaded to the Website and is not responsible for the content of such communications or Content. Notwithstanding the foregoing, Gogofrog reserves the right to delete, move or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement or is otherwise unacceptable. You shall remain solely responsible for all communications made or Content uploaded under your User Name. Gogofrog shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by Gogofrog to determine Accepted Content is done as a courtesy only.

You also understand that, by using the Service, you may view Content which may constitute a breach of this Agreement. If you find any such Content, you may report it to Gogofrog by sending an email to support@gogofrog.com. As noted above, Gogofrog may (but is not obliged to) remove that Content.

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Gogofrog with a written communication including the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. description of the copyrighted work or other intellectual property that you claim has been infringed;

3. a description of where the material that you claim is infringing is located on the Website;

4. your address, telephone number, and email address;

5. 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 the law;

6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Please address your letter as follows:

Infringement Claims
GGF Holdings
PO Box 691
Ballarat Victoria 3350
Australia

6. Intellectual property rights in your Content

You grant to Gogofrog a non-exclusive perpetual royalty-free licence to copy and communicate to the public any Content you upload to the Service, solely for the purpose of hosting and providing public access to that Content on the Website. You warrant that you have the ability to grant such rights to Gogofrog, and agree to indemnify Gogofrog if any third party takes action against Gogofrog in relation to Content you provide. All Content you provide shall be deemed to be non-confidential.

7. Intellectual property rights in the Website

The Website is subject to copyright under international laws and treaties. Except for Content posted by users and as otherwise indicated, the copyright in the Website is owned by Gogofrog, which reserves all rights. Except for the direct purpose of using the Service and viewing, printing, accessing or interacting with the Website for your own personal use or as otherwise indicated on the Website, you must not reproduce, modify, communicate to the public, adapt, transfer, distribute or store any of the contents of the Website without Gogofrog's prior written consent.

The Website also includes registered and unregistered trade marks, which are owned by Gogofrog. Except to the extent that it is expressly indicated to the contrary, your access to or use of this Website does not constitute or create a licence or any other right to use the name, trade marks, trade dress, copyright or any other intellectual property of Gogofrog or any other party whose intellectual property appears on the Website.

8. Software and other material available for download

The Service and Website incorporates certain software. You must only use that software in the course of using the Service and the Website. From time to time, certain software and related materials may be expressly made available by Gogofrog for downloading from the Website. You must only use that software and those materials for the purpose for which they are made available.

Unless that software or those materials are expressed to be pursuant to specific conditions (in which case those conditions will apply), Gogofrog grants to you a personal, non-transferable, and non-exclusive licence to use the relevant software or materials for your own private use, provided that you do not copy, communicate to the public, modify, reverse engineer, or otherwise transfer or purport to transfer any right in them, and provided also that you ensure that all copies of such software and materials retain any copyright or other intellectual property notices. Gogofrog may terminate your licence to use the relevant software or materials at any time without liability to you if Gogofrog's right to grant that licence is terminated or expires.

Except as otherwise provided for in the terms of any express licence agreement, Gogofrog gives no warranties (either express or implied) as to the suitability of the software or materials for any purpose or the completeness, accuracy or reliability of such software or materials, and they are downloaded and used by you entirely at your own risk.

9. Links to third party sites and advertisements

Gogofrog assumes no responsibility and accepts no liability for the condition or content of third party websites which may be linked to or accessed from the Website. Except as Gogofrog may specifically direct otherwise, Gogofrog does not authorise the content of those third party websites. The Website may also contain third party advertisements which contain embedded hyperlinks to websites operated by third parties. The placement of third party advertisements on this Website does not necessarily constitute the recommendation or endorsement of Gogofrog for such goods or services. The third party advertiser is solely responsible to you for any representations or offers made by it, and for any goods or services which you agree to purchase from those third parties.

10. Competitions and promotions

Certain parts of the Website may contain competitions or promotions from Gogofrog or third parties. The terms for those competitions and promotions will be specified on the relevant part of the Website from time to time. By entering or participating in the relevant competition or promotion you agree to be bound by the relevant terms. Notwithstanding any specific terms, Gogofrog specifically retains the rights, at any time and without notice, to remove, alter or add to competitions or promotions on the Website without any liability to you.

11. Privacy

Gogofrog requires that you provide a valid email address in order to register as a user of the Service. Gogofrog does not require any other information upon registration, but you should be aware that this does not mean that the Service is anonymous - Gogofrog can identify your Internet Protocol address, and may provide this address to law enforcement authorities if you have used the Service to commit an unlawful act.

Gogofrog may use the email address you provide to contact you with information about its services and products. Gogofrog will not provide your email address to any third parties. Gogofrog may also collect information about your use of the Service and use and publish this information provided that it does not identify any individual user.

12. Commercial activities

Some parts of the Website may feature businesses and commercial activities conducted by users of the Service. Gogofrog does not endorse or approve and is not responsible or liable for those businesses or commercial activities. The user conducting the business or commercial activity is solely responsible to you for any representations or offers made by it, and for any goods or services which you agree to purchase from that user.

If you use the Service to conduct any type of business or commercial activity, you agree that:

(a) Gogofrog accepts no responsibility or liability for the performance or success of those commercial activities;

(b) you must ensure that you conduct your business in accordance with all applicable laws at all times and that you obtain all necessary permits and licences to conduct your commercial activities; and

(c) you may state on your website that your website was created using the Service and/or is hosted by Gogofrog; other than this, you must not expressly state or imply that your business is associated with or endorsed or approved by Gogofrog in any way.

13. Disclaimer and Limitation of Liability

The Service and the Website and its entire contents are provided on an "as is" basis. Gogofrog and its officers, employees, agents and contractors give or make no representation or warranty (either express or implied) as to the suitability of the Service or the Website or its contents for any purpose or the completeness, accuracy, reliability, security or availability of the Service or the Website or its contents; nor do they accept any responsibility arising in any way (including from negligence) for errors in, or omissions from, the Service or the Website.

Gogofrog and its officers, employees, agents and contractors are not liable for any loss, damage, claim, expense, cost (including legal costs) or liability arising directly or indirectly from your use or non-use of the Service or the Website, or your reliance upon the Service or the Content or other information contained upon the Website (whether arising from Gogofrog or any other person's negligence or otherwise).

You and Gogofrog agree that any cause of action arising out of your use of the Service or Website must be commenced within twelve months after the cause of action accrues or you become aware of the facts giving rise to the cause of action, whichever is later. Otherwise, such cause of action is permanently barred.

Where any legislation implies any term, condition, representation or warranty into this Agreement, and that legislation prohibits exclusion of that term, condition, representation or warranty, then that term, condition, representation or warranty is included. If so, and to the extent permitted by the legislation, Gogofrog's liability for any breach of such terms, conditions, representations or warranty, is limited to a Total Maximum Aggregate Liability of US One Dollar ($1.00) or supplying that part of relevant paid goods or services not already used, at Gogofrogs absolute discretion.

14. Indemnity

You agree to indemnify and keep indemnified Gogofrog and its officers, employees, agents and contractors (those indemnified) in respect of any claim, liability, loss, damage, costs (including reasonable legal costs) or expenses which those indemnified may suffer or incur as a direct or indirect result of your Content, your use of the Service or Website, your wilful or negligent act or omission with respect to the Service or the Website, your breach of this Agreement or your breach of the rights of any third party.

15. Suspension or termination

Your ability to use the Service or participate in all or certain parts of the Website may be suspended or terminated at any time without notice, and without any liability to you, for any reason including without limitation non-use, breach of this Agreement or suspension or termination of the Service as a whole. Any indemnities given by you and limitations on Gogofrog's liability will survive such suspension or termination.

Upon such suspension or termination, your ability to access the Service will immediately cease. You may be unable to access or retrieve any Content you have uploaded or posted to the Service. For this reason, we recommend that you keep a back up copy of any Content you upload or post to the Service.

Gogofrog may also terminate or suspend your access to the Website for inactivity, which is defined as failing to access the Website for an extended period of time, as reasonably determined by Gogofrog.

16. Governing law and jurisdiction

This Agreement is governed by and construed in accordance with the laws of Victoria, Australia. By using the Service or the Website you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria.

17. Miscellaneous

A right relating to this Agreement may only be waived by Gogofrog in writing. Gogofrog's failure to exercise or enforce any rights or any provision of this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Gogofrog in writing. If any provision of this Agreement is found to be invalid or unenforceable by a court, such invalidity or unenforceability will not affect the remaining provisions, which will continue in full force and effect.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GOGOFROG, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GOGOFROG RELATING TO THE SUBJECT OF THIS AGREEMENT.

Content Use Agreement

This Agreement governs the terms by which users of Gogofrog obtain the right to use information, objects, data, text, messages, photographs, video, images and other materials (Content) provided by Gogofrog or members of the Gogofrog community through the web site located at www.gogofrog.com (the Website). The Website is operated by GGF Holdings Pty Ltd (Gogofrog).

This Agreement is in addition to the Terms of Use applicable to the Website, the Content Supply Agreement, the Subscription and Purchase Agreement and the Terms of Use (the Agreements) that all persons providing Content to or using Content from the Site have previously entered into. In the event of any inconsistency between the Agreements, the order of precedence is as follows:

Subscription and Purchase Agreement;
Content Supply Agreement;
Content Use Agreement; and the
Terms of Use.

License Terms

We hereby grant to you a limited, revocable non-exclusive, non-transferable license to use the Content for the Permitted Uses. Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by GGF Holdings or the supplier of the Content, as the case may be.

Please note that you do not have a perpetual license and that at any time GGF Holdings may revoke this license at its absolute discretion.

Permitted Uses:

The following are "Permitted Uses" of the Content:

Use of the Content on the site www.gogofrog.com within the Gogofrog virtual world;
Use of screen captures or images of the Content for the use in publicising your Gogofrog Pad; and
any other uses approved in writing by Gogofrog.

If there is any doubt that a proposed use is a Permitted Use, you should contact Gogofrog for guidance.

Standard License Prohibitions

Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section For greater certainty, the following are "Prohibited Uses" and you may not:

use the Content in any way intended for resale, licensing, distribution or profit from that Content;
incorporate the Content in any product that results in a re-distribution or re-use of the Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
use the Content in a fashion that is considered by Gogofrog (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
use or display any Content that features a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content;
to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement; or
use the Content for editorial purposes without including the following credit adjacent to the Content: "©Gogofrog.com/Developers Name".

Term and Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by emailing support@Gogofrog.com or by such other means of written notice acceptable to Gogofrog which enables confirmation of your identity and your intention to terminate. Gogofrog reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the Website at any time for any reason without prior notice or liability. Gogofrog may change, suspend or discontinue all or any aspect of the Website at any time, including the availability of any feature, database, or Content, without prior notice or liability.

Gogofrog reserves the right, at its absolute discretion, to change or modify all or any part of this Agreement at any time, effective immediately upon notice published on the Website. Your continued use of the Content after such notice constitutes your binding acceptance of the terms and conditions in this Agreement, including any changes or modifications made by Gogofrog as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease use of the Website.

Disclaimer and Limitation of Liability

The Site acts as an exchange of Content between those who provide Content to the Site and those who wish to use such Content. Gogofrog grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. While we may have made reasonable efforts to correctly categorize and keyword the Content, Gogofrog does not warrant the accuracy of such information.

The Service and the Website and its entire contents are provided on an "as is" basis. Gogofrog and its officers, employees, agents and contractors give or make no representation or warranty (either express or implied) as to the suitability of the Service or the Website or its contents for any purpose or the completeness, accuracy, reliability, security or availability of the Service or the Website or its contents; nor do they accept any responsibility arising in any way (including from negligence) for errors in, or omissions from, the Service or the Website.

Gogofrog and its officers, employees, agents and contractors are not liable for any loss, damage, claim, expense, cost (including legal costs) or liability arising directly or indirectly from your use or non-use of the Service or the Website, or your reliance upon the Service or the Content or other information contained upon the Website (whether arising from Gogofrog or any other person's negligence or otherwise).

You and Gogofrog agree that any cause of action arising out of your use of the Service or Website must be commenced within twelve months after the cause of action accrues or you become aware of the facts giving rise to the cause of action, whichever is later. Otherwise, such cause of action is permanently barred.

Where any legislation implies any term, condition, representation or warranty into this Agreement, and that legislation prohibits exclusion of that term, condition, representation or warranty, then that term, condition, representation or warranty is included. If so, and to the extent permitted by the legislation, Gogofrog's liability for any breach of such terms, conditions, representations or warranty, is limited to a Total Maximum Aggregate Liability of US One Dollar ($1.00) or supplying that part of relevant paid goods or services not already used, at Gogofrogs absolute discretion.

Indemnity

You agree to indemnify and keep indemnified Gogofrog and its officers, employees, agents and contractors (those indemnified) in respect of any claim, liability, loss, damage, costs (including reasonable legal costs) or expenses which those indemnified may suffer or incur as a direct or indirect result of your Content, your use of the Service or Website, your wilful or negligent act or omission with respect to the Service or the Website, your breach of this Agreement or your breach of the rights of any third party.

General Provisions

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

Gogofrog's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

This Agreement is personal to you and is not assignable by you without Gogofrog's prior written consent. Gogofrog may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

This Agreement is governed by and construed in accordance with the laws of Victoria, Australia. By using the Service or the Website you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GOGOFROG, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GOGOFROG RELATING TO THE SUBJECT OF THIS AGREEMENT.

Content Supply Agreement

This Agreement governs the terms by which users of Gogofrog supply information, objects, data, text, messages, photographs, video, images and other materials (Content) provided by Gogofrog or members of the Gogofrog community through the web site located at www.gogofrog.com (the Website). The Website is operated by GGF Holdings Pty Ltd (Gogofrog).
This Agreement is in addition to the Terms of Use applicable to the Website, the Content Use Agreement, the Subscription and Purchase Agreement and the Terms of Use (the Agreements) that all persons providing Content to or using Content from the Website have previously entered into. In the event of any inconsistency between the Agreements, the order of precedence is as follows:

Subscription and Purchase Agreement;
Content Supply Agreement;
Content Use Agreement; and the
Terms of Use.

Gogofrog reserves the right, at its absolute discretion, to change or modify all or any part of this Agreement at any time, effective immediately upon notice published on the Website. Your continued use of the subscription functionality or of Gogos after such notice constitutes your binding acceptance of the terms and conditions in this Agreement, including any changes or modifications made by Gogofrog as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease use of the Website.

This is a legal agreement between any member intending to upload data or materials onto the Website (in this agreement referred to as "you" or the "Supplier") and Gogofrog operator of the Website. The Supplier wishes to appoint Gogofrog as its non-exclusive agent to license and distribute Content (as defined below) produced by the Supplier on the terms and conditions set forth in this Agreement and Gogofrog's Content Use Agreement, as such agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein.

Upon accepting the terms of this Agreement, you may make Content available to Gogofrog by following the "Upload" procedures and policies identified on the relevant portion of the Website. Each upload of Content will be governed by the terms and conditions of this Agreement, which will be confirmed by you upon each upload.

This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By ticking the correct box at the end of this Agreement and typing "I agree", you thereby agree to be bound by the terms of this Agreement. We encourage you to print a copy of the Agreement for your records.

This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Supplier, you must follow the termination procedures set forth below under "Term and Termination".

Provision of Content

The parties acknowledge that the Supplier may, from time to time, provide information, objects, data, text, messages, photographs, video, images and other materials (Content).

In addition to the terms of this Agreement, the parties acknowledge that the provision of all Content is subject to the policies and procedures outlined in the Website, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable Content outlined in the Website will be deemed to be a breach of this Agreement.

Grant of Authority

The Supplier hereby appoints Gogofrog as Supplier's non-exclusive agent to license royalty-free Content to third parties within the jurisdictions of Gogofrog's business. For all Content, Supplier grants Gogofrog the right to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, crop, package, repackage, produce and sell prints or similar image products or publicly perform or display Content to prospective licensees through the Website or other venues which it may determine from time to time, and the right to grant perpetual, worldwide, non-exclusive and non-transferable licenses or sub-licenses to end-users in accordance with the terms of the Content Use Agreement that the Supplier hereby acknowledges having reviewed and approved.

In addition Gogofrog may use Content for its own business purposes relating to the promotion of the Website and its distribution programs, and expand the market for the licensing of Content (including, without limitation, the use of the Content and the Supplier's registered and unregistered trademarks relating to Content for marketing, sales and promotional efforts whether on the Website or through third parties). No compensation shall be due to the Supplier for use of Content for such business purposes.

The Parties agree that all rights, including title and copyright, in and to the uploaded Content will be retained by the Supplier, and no title or copyright is transferred or granted in any way to Gogofrog or any third party except as provided in this Agreement and the Content Use Agreement. Except to its affiliated and associated companies or as specifically permitted in this Agreement, Gogofrog may not distribute Content to any third party for the purposes of resale or re-license, it being understood that nothing herein shall restrict Gogofrog from providing access to the Website or Content to prospective buyers through an application program interface or other utility so long as all purchases are subject to the Content Use Agreement

Intellectual Property Matters

The Supplier acknowledges that Gogofrog prohibits any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Website.

By uploading Content, you are warranting that you own all proprietary rights, including copyright, in and to the Content. In addition, to the extent that the Content contains images of people or persons, you represent and warrant that you have obtained a valid and binding model release from all required that will permit the uses for such Content contemplated in the Content Use Agreement. You also warrant that where required by applicable law, you have also obtained a valid and binding release relating to any identifiable property contained in the Content that might sensibly lead to the identity of or be required by the owner of such property to permit the uses under the Content Use Agreement.

The Supplier agrees that neither Gogofrog nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content.

Compensation

Gogofrog agrees to pay a portion of the fees collected in respect of Content that is downloaded or otherwise purchased by end-users according to the rate schedule set forth on Appendix "A" to this Agreement, as it may be modified from time to time (the "Rate Schedule") and the licensing of Content recorded by Gogofrog. The parties acknowledge that the Rate Schedule may differentiate among various types of Content, such as still images, Flash files, video footage or otherwise in accordance with its terms. The Rate Schedule is subject to change in the sole discretion of Gogofrog in the ordinary course of its business without notice by posting such changes on the Website. If at any time the Rate Schedule is not acceptable to the Supplier, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms. Gogofrog will pay all fees in Gogos to the Suppliers user account.

Passwords

You acknowledge and agree that you will be responsible for each and every access or use of the Upload portions of the Website that occurs in conjunction with your User Name and such passwords, and that Gogofrog is authorized to accept your User Name and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. Gogofrog shall have no liability or responsibility to monitor the provision of Content under your User Name and password.

Managing Content

Gogofrog does not and cannot review all communications or Content uploaded to the Website and is not responsible for the content, quality, or consequences of your uploading such communications or Content. Notwithstanding the foregoing, Gogofrog reserves the right to delete, move, refuse to accept or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to Gogofrog or as it may direct. Gogofrog shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by Gogofrog to determine Content is done as a courtesy only.

NOTICE: You acknowledge that the Content you provide pursuant to this Agreement that becomes Content may be purchased or licensed by members with the intention that such licensees will adhere to the terms of the Content Use Agreement. Gogofrog cannot take responsibility for the compliance by purchasers and licensees of the terms of such agreements, and you acknowledge and agree to the possibility of Content being used in a manner that is not contemplated in this Agreement or the Content Use Agreement. You also agree that notwithstanding any rights you may have to pursue the licensees of such Content at law, Gogofrog shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Content. Gogofrog will use commercial efforts to assist in the protection of your intellectual property rights, at your request and expense.

Confidential Information

The Supplier acknowledges that the Confidential Information which it obtains through the entering into of this Agreement, the use of the Website and the provision of Content constitutes valuable, confidential, proprietary information of Gogofrog and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of Gogofrog, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.

For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Gogofrog, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Website content belonging to others and other intellectual property.

Representations and Warranties

The Supplier hereby represents and warrants as follows:

The Supplier has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Content, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement;

No portion of the Content as delivered to Gogofrog from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Website or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Website in any way;

The Content will include all necessary descriptive information to enable its effective marketing on the Website, which information will be complete and accurate in all material respects and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword "doping" or improperly altering search results that would otherwise be applicable to such Content; and

The Content delivered to Gogofrog hereunder represents original creations and expressions of subject matter, and no Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.

You represent and warrant that you shall not: (i) license your own Content (except occasionally and then only for legitimate creative purposes); or (ii) predominately license the content of only a few contributors. You agree that you will not collude with another Gogofrog member to have that member do either of (i) or (ii) above for your benefit. You acknowledge that genuine subscription customers typically license files from many contributors and you agree that your subscription licensing behavior will conform to this typical conduct. In addition to any other available remedies, if you breach this paragraph Gogofrog may immediately terminate this Agreement and/or, if applicable, cancel your subscription package without any refund to you. You further agree to forfeit any royalties earned by you in connection with your misconduct.

Indemnity

You agree to indemnify, defend and hold Gogofrog and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content (collectively, the "Gogofrog Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Gogofrog Party as a result of or in connection with: (i) any use or alleged use of the Website or provision of Content under your User Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your User Name; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any Gogofrog Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement and the Content Use Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party.

Gogofrog reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Gogofrog's defense of such claim.

Term and Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to Gogofrog using support@Gogofrog.com or such other means of written notice acceptable to Gogofrog which enables confirmation of your identity and your intention to terminate. Gogofrog may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If Gogofrog terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement, as well.

Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement.

In addition, Gogofrog may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of Gogofrog, any material misrepresentation made as to the capacity, identity or copyright ownership of Content or the Supplier provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Supplier based on the information provided through the Website as part of the account profile of such Supplier.

Effect of Termination

Upon the termination of this Agreement, the grant of authority given to Gogofrog shall cease subject to the following conditions: (i) User shall remove Content from being available for sale at the Website within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, Gogofrog shall have the right to continue licensing Content until it is removed from the Website; (iii) the Content will continue to be available for use on the Website to those users who have already purchased the right to use that Content; and (iv) regardless of the expiration or termination of this Agreement, Gogofrog will continue, in accordance with this Agreement, to pay compensation due to the Supplier in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.

Upon termination, Gogofrog will be entitled to retain all amounts owing to the Supplier for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.

Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by Gogofrog pursuant to this Agreement.

Termination of this Agreement shall operate without prejudice to the Gogofrog's rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

Disclaimer and Limitation of Liability

The Service and the Website and its entire contents are provided on an "as is" basis. Gogofrog and its officers, employees, agents and contractors give or make no representation or warranty (either express or implied) as to the suitability of the Service or the Website or its contents for any purpose or the completeness, accuracy, reliability, security or availability of the Service or the Website or its contents; nor do they accept any responsibility arising in any way (including from negligence) for errors in, or omissions from, the Service or the Website.

Gogofrog and its officers, employees, agents and contractors are not liable for any loss, damage, claim, expense, cost (including legal costs) or liability arising directly or indirectly from your use or non-use of the Service or the Website, or your reliance upon the Service or the Content or other information contained upon the Website (whether arising from Gogofrog or any other person's negligence or otherwise).

You and Gogofrog agree that any cause of action arising out of your use of the Service or Website must be commenced within twelve months after the cause of action accrues or you become aware of the facts giving rise to the cause of action, whichever is later. Otherwise, such cause of action is permanently barred.

Where any legislation implies any term, condition, representation or warranty into this Agreement, and that legislation prohibits exclusion of that term, condition, representation or warranty, then that term, condition, representation or warranty is included. If so, and to the extent permitted by the legislation, Gogofrog's liability for any breach of such terms, conditions, representations or warranty, is limited to a Total Maximum Aggregate Liability of US One Dollar ($1.00) or supplying that part of relevant paid goods or services not already used, at Gogofrogs absolute discretion.

Governing law and jurisdiction

This Agreement is governed by and construed in accordance with the laws of Victoria, Australia. By using the Service or the Website you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria.

General

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Content Use Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

Gogofrog's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without Gogofrog's prior written consent. Gogofrog may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

This Agreement can be amended by the written agreement of the parties or by Gogofrog posting amendments on the Upload portion of the Website. Continued provision of Content or failure to terminate this Agreement within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by the Supplier and it will be incorporated by reference into this Agreement.

Subscription & Purchase Agreement

This Agreement governs your Subscription to Gogofrog.com (the Website) and the purchase of download credits (Gogos) made through the Website. This Agreement is in addition to the Terms of Use applicable to the Website the Content Supply Agreement, the Content Use Agreement and the Terms of Use (the Agreements). The Website is operated by GGF Holdings Pty Ltd (Gogofrog).

The functions and special attributes made available to you as part of your Subscription and the use of Gogos are provided by Gogofrog to you on condition that you accept the Agreements, and by accessing or using the Website and by purchasing a Subscription or purchasing Gogos, you agree to the terms and conditions of the Agreements. If you do not agree to accept and abide by the Agreements, you should not access or use the Website, purchase a Subscription or purchase Gogos. In the event of any inconsistency between the Agreements, the order of precedence is as follows:

Subscription and Purchase Agreement;
Content Supply Agreement;
Content Use Agreement; and the
Terms of Use.

Purchase of Subscriptions and Gogos

Subscriptions and Gogos can be purchased from the Website and can be purchased online with VISA, MasterCard, AMEX or PayPal.

The price of the item or items purchased through the Website will be the price specified in the Website at the time of your purchase. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize Gogofrog to charge the designated credit card, or PayPal account, for the total amount of the purchase.

Use of Content

You acknowledge that the Website contains information, objects, data, text, messages, photographs, video, images and other materials (Content) which are protected by copyright, trademark or other proprietary rights of Gogofrog and its affiliates or other third parties (including other users). Any use of the Content must be in accordance with the Content Use Agreement.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement entered into.

Content is provided to the Website through users entering into a Content Supply Agreement. Subject to the provisions of the Content Supply Agreement, you may post on the Website any Content owned wholly by you. You may use Content only in accordance with the terms of this Agreement and the applicable Content License Agreement.

Confidential Information

You acknowledge that the Confidential Information which you obtain through the entering into of this Agreement and the use of the Website constitutes valuable, confidential, proprietary information of Gogofrog and its licensors, and you agree that during the term of this Agreement and thereafter you shall not, without the express written consent of Gogofrog, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement or as required by applicable law.

For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Gogofrog, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Website content belonging to others and other intellectual property.

Indemnity

You agree to indemnify, defend and hold Gogofrog and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "Gogofrog Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers' fees on a solicitor and client basis) incurred by any Gogofrog Party in connection with: (i) any use or alleged use of the Website under your User Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your User Name; or (iii) any breach by you of this Agreement. Gogofrog reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Gogofrog's defense of such claim.

Term and Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by emailing support@Gogofrog.com or by such other means of written notice acceptable to Gogofrog which enables confirmation of your identity and your intention to terminate. Gogofrog reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the Website at any time for any reason without prior notice or liability. Gogofrog may change, suspend or discontinue all or any aspect of the Website at any time, including the availability of any feature, database, or Content, without prior notice or liability.

Termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to Gogofrog under this Agreement or your obligations to not use the Website or any Content other than in the manner permitted under this Agreement or any other agreement entered into at the time such Content was used (such as a Content License Agreement). Termination of this Agreement shall operate without prejudice to the Gogofrog's rights, defenses and limitations of liability provided under this Agreement, which rights, defenses and limitations of liability shall survive termination of this Agreement.

Upon termination of your access the Website, you agree to forfeit all Gogos remaining in your account.

Age and Responsibility

You represent and warrant that you are of sufficient legal age to use the Website and to create binding legal obligations for any liability you may incur as a result of the use of the Website. You agree to be responsible for all of your use of the Website (as well as for use of your User Name and password(s) by others, including without limitation, minors living with you). You agree to supervise all usage by minors of the Website under your name or account.

General

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.

Gogofrog's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. This Agreement is personal to you and is not assignable by you without Gogofrog's prior written consent. Gogofrog may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

The parties have requested that this Agreement and all documents relating thereto be drawn up in English.