Terms and Conditions of Use

THIS IS A FAIRLY LENGTHY DOCUMENT, AND IT CONTAINS MANY IMPORTANT PROVISIONS THAT AFFECT YOUR RIGHTS AND OBLIGATIONS. BY CHECKING THE CORRECT BOX (SIGN UP) IN THE HOME PAGE, YOU HEREBY AGREE TO BE BOUND BY THIS "AGREEMENT". WE ENCOURAGE YOU TO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

Last modified: November 13, 2012

This Agreement governs your use of the Qingers.com website, including, without limitation, the uploading and spreading of Advertisement ("Ad") including photographs, illustrations, documents or other graphic or multimedia works ("Contents") onto or from the Qingers.com website. Qingers.com is a web application offered by ESG Services S.r.l. (to be hereinafter referred to as ESG).

1. Description of the Website and Membership

The Website provides an online service for uploading and spreading Ads. Furthermore, the Website is divided generally into two sections: a public section ("Social") and a private section ("Business"). The Social section offers to all visitors general information about the

Website, the limited ability to use the Website services as specified hereafter, information about prices and purchase conditions and a process by which visitors can register to become Members, as further described below. The Social section can be accessed after registration ("sign up"). The Business section can be accessed after signing up and after the first credits purchase. The Business section offers to Members (in addition to all services available in the Social section) the ability to upload videos and documents onto the Qingers gallery, the ability to create links to web pages and to Social Networks, the ability to generate tags QR Code to use for online or off-line communication and the ability to access complete analytic data and spread Ads trhough the Website.

When a visitor to the Website registers to become a member, he or she will select an user name ("login") corresponding to his or her email address ("Email") and a user password ("Password") to create a unique, personal membership Account. During registration, each member shall be given the opportunity to accept a default country designation based on the IP address from which such member is accessing the Website, whether in Italian or in English. The member shall also be required to specify whether he or she is registering as an individual or on behalf of a company or entity (and, if so, the name of the company or entity and the VAT number).

A member shall upload an Ad through his or her membership Account, and by doing so such Ad shall be subject to the terms and conditions of this Agreement based on criteria specified by ESG. ESG may also, in its sole discretion, disable a membership Account and all its Ads.

A member shall spread an Ad through his or her Membership Account. Ads can be spread both with a Social or a Business profile. A Member shall be able to spread an Ad only if he or she agrees to the terms and conditions of this Agreement.

2. General Acknowledgments and Agreements

Your use of the Website constitutes your acknowledgment and acceptance of the terms and conditions of this Agreement, and you shall be bound by such terms and conditions. If

you do not agree to be bound by the terms and conditions of this Agreement, do not use or access any portions of the Website or use any services offered on the Website.

ESG shall have the right, in its sole discretion, to amend the terms and conditions of this Agreement, in whole or in part, at any time, and any such changes shall be effective immediately upon publication of such changes on the Website. Your continued use of the Website after the effectiveness of such changes and notice constitutes your acknowledgment and acceptance of the terms and conditions of this Agreement, as so amended. If you do not agree to be bound by the terms and conditions of this Agreement as so amended, do not use or access the Website.

If at any time the terms and conditions of this Agreement are no longer acceptable to you, whether or not as a result of an amendment by ESG, do not use the Website.

Services on the Website are available only to, and may only be used by individuals who can enter into legally binding contracts under applicable law. Without limitation to the foregoing, services on the Website are not available to minors (e.g., persons under the age of eighteen). If your use of the Website is on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement.

3. Use of Contents

You may only spread contents through the Website in accordance with the terms and conditions of this Agreement. You may not use, reproduce, share, display or create derivative contents based on any content created by others unless you have received all necessary consents.

You acknowledge and agree that no ownership of any content can be transferred, and that no sale of any content can be effectuated on or through the Website. You acknowledge and agree that Qingers is not liable for sharing of contents covered and protected by copyright, trademark and other intellectual property rights.

You acknowledge that you own all contents and information that you post and have the ability to control how they are spread by means of the application settings.

When you delete your contents, they shall be deleted from all Qingers interface and servers, though details of your Ads like title, client name, areas definition, etc. shall be saved on Qingers systems for statistical purpose.

4. Restrictions

You agree that you shall not use the Website in any manner that is not permitted by this Agreement or that violates any law, regulation or statute in an applicable jurisdiction.

You shall not upload onto the Website, or use the Website to spread, any Ad or content that is covered or protected by copyright, trademark or other intellectual property rights unless you own or control such rights or have received all necessary consents. ESG does not permit copyright infringing activities and infringement of intellectual property rights on its website, and ESG will remove all Ads and contents if properly notified that such Ads and contents infringes on another's intellectual property rights. ESG reserves the right to remove Works without prior notice. ESG will terminate a user's access to its Website if the user is determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a user submission removed from the Website more than twice. You shall not to attempt to

gain unauthorized access to the Website, or obtain any services or information not intentionally made available to you by ESG.

You shall not upload onto the Website, or use the Website to spread, any Ad or other material or content that is libelous or slanderous or otherwise defamatory, obscene or indecent.

You shall not post personal documents or confidential information as stated by the Italian legislation or by the legislation of the country where Qinger QR Code is spread.

You shall not upload or post onto the Website, or use the Website to transfer, any Ad or other material or content that contains or constitutes viruses, worms, Trojan horses or other code with malicious, disruptive and/or destructive features. You shall not to attempt to gain unauthorized access to any hardware or software systems or networks associated with the Website, or obtain any services or information not intentionally made available to you by ESG on or through the Website. You shall not attempt to gain unauthorized access to the Membership Account of any other person or entity, or otherwise interfere with any other person's or entity's use, of the Website. You shall not use any false or misleading information (e.g., false or misleading names, email addresses or URLs) when using the Website, including, without limitation, with respect to the origin or source of any Ad or other material or content that you upload or any identifying information for your membership Account.

ESG reserves the right to decide whether any Ad and related contents are appropriate and comply with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material. ESG may remove any such Ad or contents and/or terminate a user's access for uploading such material in violation of this Agreement at any time, without prior notice and at its sole discretion.

You may not use the Website in a fraudulent manner, or otherwise in a manner for which the Website is not reasonably intended to be used.

5. Notification of Claims of Infringement

If you are a copyright owner or an agent thereof and believe that any user Ad or other content infringes upon your copyrights, you may submit a notification by providing our Team with the following information in writing:

i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. Identification of the copyrighted Ad or contents claimed to have been infringed, or, if multiple copyrighted Ads or contents distributed online or off-line are covered by a single notification, a representative list of such Ads or contents with support specification (online and off-line);
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit ESG to locate the material;
iv. Information reasonably sufficient to permit ESG to contact you, such as an address, telephone number, and, if available, an electronic mail address;
v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

To send notifications of claimed infringement: ESG Services S.r.l., Via Colle Fiorito 2, 00045 Genzano di Roma; email: support@qingers.com; fax:+39.06.9395.6017. Any other feedback, comments, requests for technical support, and other communication should be directed to the Contact and Support box or by calling at +39.06.4555.7001, from Monday to Friday, hs. 9-13 and 14-18. You are aware that in the case of missing information your notification of claimed infringement shall not be effetive.

6. Management and Operation of the Website

You acknowledge and agree that ESG has no obligation to review any Ad or other material or content uploaded onto the Website or distributed through QR Codes, and shall have no responsibility for any such Ad or other material or content. ESG shall have the right, in its sole discretion, to accept or deny, delete, move or edit any Ad or other material or content uploaded or posted onto the Website. If you upload or post any Ads or other material or content onto the Website, or any Ad or other material or content is uploaded or posted onto the Website using your membership Name or otherwise through your membership Account, you remain solely responsible for such Ads or other material or content.

You acknowledge and agree that ESG shall have no responsibility for any material or content on other websites to which you may hyperlink or otherwise access from the Website, including any web log or comments to any web log. You acknowledge and agree that ESG shall have no responsibility for any material or content on websites from which you may be hyperlinked or otherwise be directed to the Website.

You acknowledge and agree that ESG may store personal and certain other information about you on your computer in the form of "cookies". Such use of cookies is solely in connection with the univocal identification of the browser or Qingers user Account. You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer, such prohibition or restriction may have an adverse effect on your use of the Website. You acknowledge and agree that ESG may also store personal information about you on its computers within or outside Italy. By using this Website you acknowledge and agree that ESG may, in its sole discretion, preserve or disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce this Agreement; respond to claims that any Ad or content violates the rights of third-parties; or to protect the rights, property, or personal safety of ESG, its users or the general public.

Ads need mobile connectivity to be displayed through QR Codes, preferably wi-fi. ESG is not responsible if QR Codes cannot be read for lack of connectivity or other technical problems related to devices you or third-parties own or under your or third-parties control.

7. Credits and Payments

Registration ("sign up") to the Website is free of charge and with limited performances ("Free").

Transactions on the Website shall be conducted using Website credits ("Credits") in accordance with Qingers' Pricing and Payment Policies. In the event a Business member posts an Ad online, the appropriate number of Credits shall be deducted from his or her membership Account. When you post your Ad, Credits shall be deducted after 30 minutes in a row or after 1 daily hours.

When you choose the plan Full, you agree to the related conditions stated by the Pricing and Payment Policies.

You may acquire Credits only by purchase, by using credit cards, online payment accounts, wire transfers or such means as then permitted by ESG. If you purchase any Credits by using a credit card or an online payment account, you warrant that you are the cardholder or account holder and that the billing information provided is accurate. You furthermore authorize ESG to complete transactions using Paypal, charging the designated credit or charge card or online payment account for the total amount of the purchase, including any sales or similar taxes. Credits purchases are non-refundable. Notwithstanding anything to the contrary contained in this Agreement, you may never redeem Credits for cash, and can only use Credits for spreading Ads.

In the case of off-line Ads, your Credits shall be active on your Account for 1 year. After 1 years of inactivity, ESG shall collect your Credits and withdrawn them from your Account. If you have no Credits, your Ads online shall be suspended until you purchase new Credits and post them automatically again.

ESG reserves the right to suspend or delete any Ad or contents for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, without any refund.

8. Membership Account

You acknowledge and agree that you are to keep confidential the User Name (login) and User Account (ID account) provided by ESG to you, and the Password selected by you and approved by ESG for use with such User Name and User Account. Your User Name, User Account and Password are personal to you and may not be shared with, or transferred to, any other person or entity.

You acknowledge and agree that you will be solely responsible for each and every use of your Account, User Name and corresponding Password, and that ESG may rely on the use of your Account, User Name or Password as conclusive evidence that you have used the Website.

9. Representations and Warranties

In addition to the representations and warranties you have made above, each of ESG and you hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.

10. Indemnification

You agree to indemnify, defend and hold harmless ESG and its employees and representatives from and against all claims, expenses (including attorney fees) or other liability arising from your breach of any of your representations, warranties or obligations under this Agreement, and from any and all uses by you of the Website (including any uses under your Account or User Name, whether or not authorized by you), including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or "false light", right of publicity or blurring or distortion or alteration of any Ad or other material or content whether or not intentional. ESG shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by you with counsel of its own choosing. You shall fully cooperate with ESG in the defense of any such claim, action or matter.

11. Limitations and Disclaimer

You agree that neither ESG nor its affiliates, nor any of their employees and representatives, shall be liable for any damages, whether direct, incidental, indirect or

consequential, arising from any use by you of the Website, even if such parties have been advised, or advised of the possibility, of such damages.

NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ESG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WWW.QINGERS.COM WEBSITE OR THE SERVICES AVAILABLE ON THE WWW.QINGERS.COM WEBSITE, OR ANY AD OR OTHER MATERIAL OR CONTENT AVAILABLE ON THE WWW.QINGERS.COM WEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM OF ANY SERVICES, OR ANY WORKS OR OTHER MATERIALS OR CONTENT, FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR DESTRUCTIVE FEATURES.

ESG shall have no responsibility for any Ad or other material or content uploaded or posted onto the Website, including, without limitation any material or content uploaded, posted or distributed by any member onto the Website in any forum or as any comment to a web log or Social Network.

12. Term and Termination

This Agreement shall continue in perpetuity unless terminated in accordance with this Section 12. ESG at any time may terminate this Agreement in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under this Agreement, or for inactivity by you with respect to use of the Website. You may at any time terminate this Agreement by logging into your membership Account on the Website and then sending a termination request to ESG. In the event termination is by ESG, ESG shall notify you of such termination. ESG reserves the right, in its sole discretion, to terminate your membership Account at any time, including, without limitation, deactivating your User Name and Password.

13. Effect of Termination

Upon any termination of this Agreement:

a. your membership Account shall be canceled and closed and your User Name and Password shall be deactivated;
b. all Ads and contents uploaded by you shall be removed from the Website; provided, however, that ESG may continue to use the Ads and contents for internal archival and reference purposes;
c. any and all Credits shall be not redeemable by you for cash.

Termination of this Agreement shall not relieve you from any payment obligations that may have arisen prior to such termination. The provisions of Sections 8, 10, 11, 13 and 15 shall survive the termination of this Agreement.

14.A Suspension

ESG reserves the right, in its sole discretion, to suspend your membership Account at any time and for any length of time. In the event, and for so long as, ESG suspends your membership Account, you shall have no ability to upload any Ads on the Website or continue to access your membership Account using your User Name (login) and

Password. For clarification purposes, ESG shall not delete or modify any Ads you have uploaded prior to suspension of your membership Account and such Ads shall continue to be available even though temporarily deactivated by ESG.

14.B Standards

At Qingers, we strive to educate our members about achieving and maintaining high standards in the use of photographic images through good judgment and the application of relevant, recognized principles and standards. The purpose of this Section 14B is to outline ESG’s expectations of its members regarding human rights, with a specific focus on children’s rights, in its business practices. This Section 14B is in addition to, and does not derogate from, any other policies or agreements binding on our members, including any provisions in this Agreement.

Qingers has a zero-tolerance policy related to inappropriate contents concerning children. In its role as a marketplace for the uploading and downloading of Ads and contents, if ESG becomes aware of any such inappropriate contents concerning children it may take one or more of the of the following actions (in addition to any other actions it may deem appropriate):

  • Alert the appropriate law enforcement authorities
  • Remove the images and contents of concern from ESG Website and servers
  • Suspend or delete the account of the providers and users of such photos and contents

To support its efforts, ESG has established and maintains a mechanism by which users of its services can alert ESG staff regarding any images or contents of concern, including inappropriate images or contents of children. To provide feedback or to alert ESG of an image of concern, please contact us at support@qingers.com.

15. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of Italy, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in Rome, Italy.

Neither party (you and ESG) shall have the power to bind or obligate the other in any manner. You agree that you shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Website.

No waiver on the part of ESG to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of ESG to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. ESG shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. You shall have no right to assign any of your rights or obligations under this Agreement.

If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect. The underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement prevails over any previous agreement.

If any part of this Agreement is unenforceable, all other parts of this Agreement shall nevertheless remain in full force and effect.

Not appliance of any part of this Agreement is not a waiver whatsoever.

Any modification or waiver to this Declaration shall be written and signed by ESG.

If ESG is involved in a merger, acquisition, asset sale or any other composition, all ESG rights and obligations could be transferred.

For any other matter not stated in this Agreement, we shall bind to the Italian jurisdiction or to the jurisdiction of the country where Qingers QR Codes were distributed.