Terms and Conditions — Images By Codex

Terms & Conditions

1. Introduction

Codex Photos, LLC (“Codex”) is a digital photo platform where customers may purchase photos to use personally and commercially. We (Codex Photos, LLC, a Texas, U.S.A. limited liability company) operate the Codex website at codexphotos.com (the “Site”) and all related websites, software, mobile apps, and other services that we provide (together, the “Service”). Your use of the Service, and our provision of the Service to you, constitutes an agreement by you and Codex to be bound by the terms and conditions in these Terms of Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY REGISTERING FOR OR OTHERWISE USING THE SERVICE, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, INCLUDING OUR PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you do not agree with anything we propose in these Terms, you are not authorized to use any part of this website or the services thus provided.

ARBITRATION AGREEMENT: These Terms require that if we get into a dispute with you relating to the Service (or vice versa), unless you live in the United Kingdom or the European Union, the dispute will be resolved by BINDING ARBITRATION. This means that YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO SUE US (OR BE SUED BY US) UNDER THIS CONTRACT (except for some disputes that can be taken to small claims court). Our disputes will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY and you cannot start or join a class action lawsuit. Have a very careful read through Section 18 for the actual details regarding our agreement to arbitrate, which we’ve tried to make fair to our users.

2. Eligibility

The Service is designed for use by people who are at least 16 years old. If you are not yet 16, then you may not use the Service. If you are 16 or older, you confirm to us that you have never been suspended from the Service, and agree that your use of the Service will not break any laws or regulations. If you are using the Service on behalf of a company, organization, or other kind of entity, you represent to us that you have authority to bind the organization to these Terms on its behalf.

3. Accounts and Registration

When you use the Service, you have the opportunity to register an account. We suggest you do register an account, because creating an account on the Service gives you access to special features around discovery, downloading, and contributing to the community. If you do, we ask that you give us some information about yourself as part of the registration process, some of which is required in order to register the account. You confirm that all the information you provide is accurate and that you will keep it accurate and up-to-date in the future. We also ask you to provide a password to protect the security of your account. You are responsible for keeping your password safe and confidential. Any activity that happens under your account will be your responsibility. If ever you think that your account may no longer be secure, you need to notify us immediately at support@Codex.com.

4. Limited License to Use the Service (but not the Photos)

Conditioned on your continued compliance with these Terms, we grant you permission to access the Service only for you or your company for personal use and possibly commercial use, provided the CONTENT LICENSE AGREEMENT is followed.

5. License to Photos

The Service permits you to search, view, and download digital photographs (“Photos”). You may download and use Photos from the Service in accordance with, and subject to, the Codex Photos, LLC Content License Agreement. We encourage you to familiarize yourself with the Codex License Agreement

Please make note that the Codex Content License Agreement does not include the right to use:

Trademarks, logos, or brands that appear in Photos
People’s images if they are recognizable in the Photos
Works of art or authorship that appear in Photos

7. Digital Millenium Copyright Act

We comply with the parts of the Digital Millennium Copyright Act that are applicable to internet service providers (17 U.S.C. §512, as amended). If you think that materials uploaded to or posted on the Service infringe any of your copyrights, you may contact our Designated Agent at:

Codex Photos, LLC at support@codexphotos.com

Any notice that alleges materials hosted by or distributed through the Service infringe intellectual property rights must include:

Your name and reason you are authorized to act on behalf of the owner of the copyright or other right that is alleged to be infringed;
A description of the copyrighted work or other intellectual property that you claim has been infringed;
A description of the material that you claim is infringing and where it is located on the Service; your address, telephone number, and email address;
A statement from you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
A statement by you that the information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

8. Prohibited Conduct

BY USING THE SERVICE YOU AGREE NOT TO:

Use the Service for any illegal purpose or in violation of any laws or regulations;
Violate or encourage others to violate third party rights, including the infringement or misappropriation of intellectual property rights;
Interfere with the security features of the Service (e.g., don’t disable or circumvent features that limit your use or copying of any User Content or reverse engineer the Service to discover the Source Code of the Service);
Interfere with our operation of the Service or another user’s use of the Service (this means don’t upload or spread any viruses, adware, or spyware, don’t make unsolicited offers or promotions, don’t collect other people’s personal information, and don’t interfere with the networks or equipment that we use to provide the Service);
Perform fraudulent activities, such as impersonating another person or lying about your date of birth;
Sell copies of Photos without first significantly or meaningfully updating, modifying, or otherwise incorporating new creative elements into the Photos beyond simple retouches, resizing, or other minimal changes so long as they are not done by automated means (i.e., selling unaltered, slightly altered, or altered by automatic script copies of the Photos), including selling them as prints or printed on physical goods;
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism;
Under no circumstances, without expressed written permission from Codex Photos, LLC are you allowed to access the Service using any bots, spiders, scripts, crawlers, scrapers, or other automated tools or applications, other than your web browser;
Copy the look and feel of the Site or access, download, copy, modify, distribute, perform, or use any Photos to create a similar or competitive service or to contribute the Photos to an existing similar or competitive service;
Transfer your rights to use the Service or to view, access, or use any Materials; or
Attempt to do, or assist anyone else to do, any of these things.

10. Termination of Your Account

If you breach any of these Terms, your permission to use the Service will terminate automatically.

Additionally, we may terminate your account on the Service or suspend or terminate your access to the Service at any time (with or without notice) without liability to you. You can terminate your account on the Service by sending an email to support@codexphotos.com. Codex may update, modify, or even discontinue the Service at any time without notice to you.

11. Privacy Policy and Additional Requirements

Codex takes your privacy seriously, and we want you to know what information we are collecting from you and how we are using it. Please read our privacy policy (the “Privacy Policy”) carefully. The Privacy Policy is incorporated into these Terms as part of our agreement.
Additionally, we may notify you of additional requirements that you need to follow when using the Service, including the Codex License (the “Additional Policies”). These requirements could be things like acceptable use policies or community guidelines. Any Additional Policies that we post on, or link to the Service are incorporated into these Terms as part of our agreement.

12. Modifying these Terms

We may, at times, make changes to these Terms on seven days’ notice. If and when we do, we will make reasonable efforts to notify you of the changes. We may provide these notices through a pop-up banner, by sending an email to an email address associated with your account on the Service, or in some other way, and we will let you know when the new version of these Terms will go into effect. If you don’t accept the new Terms that we are proposing, we may cancel your account immediately and terminate your access to the Service. If we have any disputes regarding the Service, they will be resolved in accordance with the version of these Terms that was in effect when the dispute arose.

13. Ownership of the Service

Codex Photos, LLC owns and operates the Service. All of the software, visual interfaces, graphics, designs, information, compilation of Photos, and all other elements of the Service (the “Materials”) that we provide are protected by intellectual property and other laws. We or our licensors own all of the Materials contained in the Service and you cannot use the Materials except as you are specifically permitted under these Terms.

14. Indemnity

You are responsible for your use of the Service. You agree to defend and indemnify us, including our directors, officers, employees, consultants, affiliates, and agents, from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with (i) your access to or use of the Service; (ii) your violation of these Terms or any law or regulation; (iii) your violation of anyone’s rights, including intellectual property rights; or (iv) any disputes between you and a third party. If you do have to defend us, we will have the right to assume exclusive control of the matter (without limiting your indemnification responsibilities) and, if that happens, you will cooperate with our defense of the claim.

15. Disclaimer; No Warranties

WE PROVIDE THE SERVICE, AND ALL CONTENT THAT’S AVAILABLE THROUGH THE SERVICE, ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT GUARANTEE OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR HARMFUL COMPONENTS, OR THAT WE WILL FIX ANY ERRORS OR HARMFUL COMPONENTS.

EXCEPT AS PROVIDED IN SECTION 16 BELOW, YOU USE THE SERVICE AT YOUR OWN RISK AND ASSUME ALL RISK FOR ANY DAMAGES THAT RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR INTERACTIONS WITH OTHER SERVICE USERS, AND ANY CONTENT AVAILABLE THROUGH THE SERVICE. YOUR USE OF THE SERVICE AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THE CONTENT.

THE LAW IN SOME PLACES PROHIBITS A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT MAY VARY DEPENDING ON WHERE YOU RESIDE. WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. IN THE UNITED KINGDOM AND THE EUROPEAN UNION, THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS; FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR FOR OUR OBLIGATION TO PERFORM THE SERVICE WITH REASONABLE CARE AND SKILL OR FAILURE TO PERFORM THE SERVICE IN ACCORDANCE WITH INFORMATION PROVIDED ABOUT US OR THE SERVICE.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE (OR INABILITY TO USE) THE SERVICE OR ANY CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF THE DAMAGES.

EXCEPT AS EXPLICITLY PROVIDED IN SECTION 18, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE (OR INABILITY TO USE) THE SERVICE OR ANY CONTENT AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHER LEGAL THEORY IS LIMITED TO US$100.

THE LAW IN SOME PLACES DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN PURCHASER AND CODEX PHOTOS, LLC. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. General

These Terms, along with the Privacy Policy and the other policies that are incorporated into these Terms, are the entire agreement between you and us regarding your use of the Service. Except for our right to update these Terms under Section 12 above, these Terms can only be amended by a written agreement signed by both you and us. You are not allowed to assign or transfer these Terms, or transfer your account on the Service, to any other person or company without our consent, including any transfer that you want to make in connection with a corporate acquisition. We may assign these Terms with or without notice to you. Any delay or failure to enforce any rights under, or require your compliance with, these Terms will not affect our right to enforce the rights or require your compliance at a later time. If we waive any breach by you of these Terms, we will not be waiving any subsequent breach or your obligation to comply with any terms that you breached. We’ve included paragraph and section headings for ease of reference, but these headings do not affect the interpretation of these Terms. In the event that any part of these Terms is determined by a judge or arbitrator to be unenforceable, the unenforceable part will be given effect as much as possible and the remaining parts will remain in full force and effect. When these Terms are terminated, any provision that by its nature should survive (or that specifically states that it will survive) will survive the termination, including the following: Sections 2, 5, 6, and 8 through 21.

18. Governing Law, Dispute Resolution and Arbitration

Residents of Canada. If you are a resident of Canada, this Section 18.a applies to you:

General. These Terms and any action related thereto will be governed by the laws of the Province of Quebec, Canada, without regard to its conflict of laws, or provisions. Subject to the rest of this Section 18.a, the exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Montreal and each of us waives any objection to jurisdiction and venue in these courts; except that, in the event of the actual or threatened infringement, misappropriation, or violation of our intellectual property rights, we may pursue legal proceedings in any jurisdiction of our choosing.
Arbitration. Each of us agrees that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service will be settled exclusively by binding arbitration, except that each of us retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of intellectual property rights. You acknowledge and agree that you are waiving the right to participate as a plaintiff in any purported class action or representative proceeding. Unless both you and we otherwise agree in writing, the arbitrators may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this Section 18.a.ii is held unenforceable, then the entirety of Section 18.a will be deemed void.
Arbitration Rules. The arbitration will be subject to article 940 and following of the Code of civil Procedure (Quebec).
Arbitration Location. Unless you and we otherwise agree, the arbitration will be conducted in Montreal, Quebec.
Decision. The arbitrators will render an award within the time frame specified in the Code of Civil Procedure (Quebec). The decision will include the essential findings and conclusions upon which the arbitrators based the award. Judgment on the arbitration award may be entered in any court having jurisdiction to do so. Any damages granted by the arbitrators must be consistent with the terms of Section 16 as to the types and the amounts of damages for which a party may be held liable.
Fees. The arbitrators will determine who is responsible to pay the fees associated with the arbitration.

Residents of the US and Other Countries. If you are a resident of the United States, or any other country outside of Canada, the United Kingdom, or the European Union, this Section 18.b applies to you:

Generally. In the interest in resolving disputes between you and us in the most efficient and cost effective way, you and we agree to resolve any and all disputes arising in connection with these Terms or your use of the Service by binding arbitration. Arbitration is less formal than a lawsuit in court. It uses a neutral arbitrator instead of a judge or jury, may allow for limited discovery (i.e., pre-trial fact finding) than in court, and usually is not appealable in court. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate claims arising out of or relating to any aspect of these Terms, includes all claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CODEX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT.
Exceptions. Notwithstanding Section 18.b.i, we both agree that nothing in these Terms waives or limits either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through federal, state, or local agencies, (iii) seek injunctive relief or other provisional relief in aid arbitration from a court of law, or (iv) to file a lawsuit in a court of law to address intellectual property claims.
Arbitrator. Any arbitration between us will be held under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. If you would like a copy of the AAA Rules, they are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
Notice and Process. If one of us intends to seek an arbitration, then they must first send a written notice of the dispute to the other party, by certified mail or Federal Express (signature required), or, if we don’t have a physical address on file for you, by email (“Notice”). Our address for Notice is: Codex Photos, Inc., 2144 N Belt Line Rd, Suite H, Mesquite, Texas 75150. Any Notice must (a) describe the nature and basis of the claim or dispute, and (b) describe the specific relief requested (“Demand”). You and we agree to use good faith efforts to resolve any claim directly, but if we don’t reach a resolution within 30 days after the Notice is received, you or we may start arbitration proceedings. During the arbitration proceeding, the amount of any settlement offers by you or us will not be disclosed to the arbitrator until after the arbitrator makes a final decision and award (if any). If our dispute is resolved through arbitration in your favor, we will pay you the greater of: (i) the amount awarded by the arbitrator (if any), (ii) the last written settlement offered by us to settle the dispute prior to the arbitrator’s award, and (iii) $10,000.
Fees. If you commence arbitration under these Terms, we will reimburse you for your payment of the filing fee if your claim is for $5,000 or less. Otherwise, the payment of filing fees will be decided by the AAA Rules. If your claim is for $5,000 or less, you can choose whether the arbitration is conducted (i) solely on the basis of documents submitted to the arbitrator, (ii) via telephone, with no in-person hearings, or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If your claim is for more than $5,000, the arbitration hearings will take place at a location that we agree upon in Texas, U.S.A.. If the arbitrator rules that the substance of your claim or the relief you seek in the Demand is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and you agree to reimburse us for any amounts we previously paid but for which you are obligated to pay under the AAA Rules. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award (if any) are based. The arbitrator may make rulings and resolve disputes regarding the payment of fees or expenses at any time during the proceeding, and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. YOU AND WE EACH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless you and we agree otherwise, the arbitrator cannot consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.
Modifications. If we make any future changes to this arbitration agreement (other than a change to our address for Notice), you can reject the changes by sending us written notice (to our address for Notice) within 30 days of the change. If you do so, your account on the Service will immediately terminate and this arbitration agreement, as in effect immediately prior to the amendments you rejected, will survive termination.
Enforceability. If Section 18.b.vi is found to be unenforceable, or if the entirety of the arbitration agreement in this Section 18.b is found to be unenforceable, then this Section 18.b will be null and void and, if this happens, you and we agree to submit any disputes arising in connection with these Terms or your use of the Service in the exclusive jurisdiction described in Section 18.c.

Residents of the United Kingdom and the European Union. If you are a resident of the United Kingdom or the European Union, this Section 18.c applies to you. This Agreement is governed by the laws of England and Wales. The courts of England and Wales will have non-exclusive jurisdiction for resolution of any lawsuit or court proceeding permitted under this Agreement, which means that as a consumer you may only bring any lawsuit or court proceedings against us in a court in your country of residence of the courts of England and Wales. If Codex wishes to enforce any of its rights against you, we may do so only in the courts of your country of residence. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
Governing Law. If you are a resident of the United States or any other country outside of Canada, the United Kingdom, or the European Union, our agreement under these Terms is governed by the laws of New York, without regard to its conflict of laws principles. If a lawsuit is permitted under these Terms, you and we agree to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

19. Consent to Electronic Communications

You consent to receive electronic communications from us as described in our Privacy Policy. Please read our Privacy Policy to learn about your choices regarding our electronic communications practices. We may send you any notices, agreements, disclosures, or other communications to you electronically.

20. Contact Information

The Service is offered by Codex Photos, LLC, located in Texas, U.S.A. You can reach us by sending an email to support@codexphotos.com.

21. Notice California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.