PHOTO2PAINTING TERMS AND CONDITIONS OF USE

BACKGROUND

Thank you for visiting photo2painting.com (to which we refer to herein, together with its Content and services, as a Site). We are an online retail store and information Site for producing custom handmade portraits painted from your photos or their compilation (the “Products”) and related products and services. By accessing our Site and/or by clicking the “I Agree” or “OK” button, you expressly acknowledge and agree that you are entering into a legal agreement with Photo2painting (Giotto Group Inc.) (together with its subsidiaries, affiliates, and/or related companies) (collectively, “we”, “us” and/or “our”)”, and have understood and agree to comply with, and be legally bound by, these Photo2Painting Terms and Conditions of Use (or these Terms and Conditions). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR SITE OR MAKE ANY PURCHASES THROUGH OUR SITE.

We reserve the right, at our discretion, to modify these Terms and Conditions or any policy or other terms referenced in these Terms and Conditions at any time and from time to time. Such modifications will be effective upon posting on the Site, and your continued access or use of the Site thereafter means your acceptance of any changes to these Terms and Conditions or any policy or other terms referenced in these Terms and Conditions.

ABILITY TO ACCEPT TERMS

Our Site is not structured to attract children under the age of 16 years. If you are under 16 years, please do not visit or use the Site. If you are between 16 and 18 years of age, then you must review these Terms and Conditions with your parent or guardian before visiting or using our Site to make sure that you and your parent or guardian understand these Terms and Conditions and agree to them.

CUSTOMER ACCOUNT

During your use of our Site and in order to use our Site’ services, you may choose to or may be required to create an account (the “Account”), and by doing so you agree to provide accurate and complete information as required by the relevant Site page (the “Account Information”), and to keep the Account Information current, accurate and complete. If you choose to register to our website, you will be asked to provide us with certain mandatory information such as your name and email address, and also a password that you will use to access your Account.

You agree not to create an Account for anyone else or use the Account of another without their permission. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any breach of security or unauthorized use of your Account. As between you and us, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may send a request to us by filling the contact form. If you provide information that is untrue, inaccurate, not current or incomplete, or we have plausible suspicions that such information is inaccurate, incomplete or untrue, we reserve the right to suspend or terminate your Account and refuse your use of the Site, including, but not limited to, sales resulting from the Site.

PRIVACY

We will use the Account Information and any additional information we may collect or obtain in connection with your use of our Site in accordance with our privacy policy which is available at https://photo2painting.com/privacy (the “Privacy Policy”). You agree that we may use information that you provide or make available to us in accordance with our Privacy Policy.

THIRD PARTY SOURCES AND CONTENT

Our Site may present, or otherwise allow you to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by us (“Third Party Content”). We may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of such Third Party Content or third party, nor any affiliation between us and such third party. We do not assume any responsibility or liability for Third Party Content, or any third party’s terms of use, privacy policies, actions, omissions, or practices.

USER SUBMISSIONS

Our Site permit the uploading, sharing, posting, and publishing of Content, including videos or images, provided by you and other users (collectively, “User Submissions”). Your User Submissions may be posted to our Site, used to send commercial marketing materials, or otherwise be made publicly available. You shall be solely responsible for your User Submissions and the consequences of uploading or publishing them. We have complete discretion whether to allow publishing your User Submissions and we reserve the right without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all User Submissions at any time and for any reason.

You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights (as defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by these Terms and Conditions. Intellectual Property Rights means any and all rights, titles and interests, whether foreign or domestic, in, under, and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and/or similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic.

You further represent and warrant that you have all the necessary consents and permissions from all individuals depicted in your User Submissions, including consents and permissions of parents or guardians of minors, as may be required under applicable laws.

You retain all of your ownership rights in and to your User Submissions.

You agree that you will not send, display, post, submit, publish or transmit a User Submission that: (1) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (2) glorifies violence, celebrates the suffering or humiliation of others, including animals, displays death or cruel and insensitive; (3) displays nudity or sexual activity; (4) displays animals that are harmed or hunted; (5) is unlawful, defamatory, libelous, threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (6) creates a risk to a person’s safety, health, or property, creates a risk to public safety, health, or property, compromises national security, or interferes with an investigation by law enforcement; (7) impersonates another person; (8) promotes or involves illegal activities, terrorism, drugs (9) is unfair or deceptive under the consumer protection laws of any jurisdiction; (10) violates export control laws, relates to illegal gambling, or illegal arms trafficking; (11) constitutes an unauthorized commercial communication; (12) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (13) breaches these Terms and Conditions.

Subject to these Terms and Conditions and to our Privacy Policy, by submitting User Submissions, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions and derivative works thereof on our Site and our accounts in social networks only in connection with our Site and services we provide.

Further to your additional relevant permission to use your User Submissions (including pictures of your painting, photos or videos of you with your painting, unboxing videos), either as part of conditions to earn our store credits or otherwise, you authorize us to use your User Submissions and derivative works thereof on our Site, social networks, in marketing messages and other marketing materials, including next to or in connection with our ads and offers that we display for advertising our products and services on our Site and other websites and platforms, including mobile apps. When giving us permission to use your User Submissions as stated in preceding sentence, you confirm that you have all the necessary consents and permissions from all individuals depicted in such User Submissions, including consents and permissions of parents or guardians of minors, as may be required under applicable laws.

We reserve the right to access, read, preserve, and disclose any User Submission or any other information that we obtain in connection with the Site as we reasonably believe is necessary to: (1) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (2) enforce these Terms of Use, including investigation of potential violations of it, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to your user support requests, or (5) protect the rights, property or safety of us, our users or the public.

CUSTOMER PURCHASES AND PAYMENT

Estimate prices of the Products are shown on the Site and may be adjusted when you place an order depending on availability of a chosen artist and place of delivery. You will be asked to confirm a full order price at the time your order is accepted. The price of the product does not include expedited shipping, express service, framing of the painting, photo compilation, video of how your painting was created or other additional service we may provide.

To place an order, you will need to pay 20% of a full order price. We will further contact you via email you indicated when placing an order to obtain your approval of the online proofing of your painting. Upon your approval, you will be requested to complete the order and to make a final payment, including charges that may be calculated in addition to the price of the Products depending on the shipment option and additional services you may have requested or, at your sole discretion, any additional amount you would like an artist to receive as a reward for his work. It is your responsibility to make sure that a valid e-mail address for contacting you is submitted to us, as we might be not able to complete the order without additional information or confirmations to be provided by you after placing the order.

You have a right to request a refund of 20% prepayment within 30 (thirty) days from the moment we first contacted you with a request to approve the photo edit proofing via email you provided when placing the order. If you fail to do so, 20% payment made when placing the order will not be refundable.

You can only pay for Products using a debit card or credit card or other payment method via the third party payment service provider that we make available for you to use via our Site.

Payment for the Products and all applicable delivery charges are due in US Dollars or other currency option we make available for you via our Site. Any currency conversions shall be carried out by your own bank at your cost.

For more information please see our Purchase Policy below which is incorporated into these Terms and Conditions by reference.

CUSTOMER CONDUCT; OWNERSHIP

The (1) content on our Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, technology, graphics, photos, sounds, videos, interactive features, and services and any output thereof (or collectively, the Materials), (2) and User Submissions (or together with the Materials, the “Content”), and (3) the trademarks, service marks and logos contained therein (or the Marks), are our property and/or our licensors’ property and may be protected by applicable copyright or other intellectual property laws and treaties. All other brands and names (including third-party product names) are the property of their respective owners. Accordingly, you may not use the name Photo2painting, Photo 2 Painting, photo2painting.com, the photo2painting logo or any other graphics or services terms or names that are our Marks or our affiliates’ Marks on any site without our express prior written consent.

You acknowledge that all Content is copyrighted under applicable law, including, without limitation, the U.S. copyright laws, and we own a copyright in the selection, coordination, arrangement, and enhancement of such Content. If no specific restrictions are displayed, you may make copies of select portions of the Content, provided that the copies are made only for your personal, information and non-commercial use and that you do not alter or modify the Content in any way, and maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see e.g. 17 U.S.C. Section 107), you may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other proprietary right.

Under these Terms and Conditions, it is forbidden to engage in any activity that will restrict or inhibit other users from using our Site. You shall not: (1) copy, distribute or modify any part of our Site or services without our express prior written authorization; (2) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content; (3) disrupt servers or networks connected to our Site; (4) use or launch any automated system (including without limitation, “robots”, “spiders”, or otherwise) to access our Site; (5) parse any content within our Site or copying any source code to mimic the look and feel of our Site; (6) circumvent, disable or otherwise interfere with security-related features of our Site or features that prevent or restrict use or copying of any content or that enforce limitations on use of our Site, and/or (7) sell, license, or exploit for any commercial or non-private purpose, any use or access to the Site and Services or any Content related to that.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DO NOT AND WILL NOT ACCEPT LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSSES OF ANY KIND OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS AND CONDITIONS OR OUT OF YOUR USE OF, OR INABILITY TO USE, OUT SITE, OR THAT ARE RELATED TO THE PURCHASE OF GOODS OR SERVICES FROM OUR SITE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, DAMAGES OR LOSSES. THE AFOREMENTIONED LIMITATION OF LIABILITY SHALL APPLY ALSO TO OUR LICENSORS AND SERVICES PROVIDERS WITH RESPECT TO THEIR LICENSED ARTICLES AND PROVIDED SERVICES, WHICH ARE INCORPORATED IN OUR SITE.

OTHER RIGHTS

We reserve the right to monitor areas of our Site electronically and may at our sole discretion use and/or disclose any data or communication of any kind.

We may terminate or suspend your account and your accessibility to all or part of our Site, without prior notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law or is harmful to the interests of another user, a third-party or us.

TERMINATION OF TERMS

These Terms and Conditions are effective until terminated by either party with no prior written notice. If you no longer agree to these Terms and Conditions, you must stop your use of and visit to our Site. You agree that any termination of your access to the Site may be affected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or our Site. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to our Site.

WARRANTY DISCLAIMERS

This section applies whether or not the services provided under our Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

OUR SITE, SERVICES, AND ANY CONTENT OR DATA RELATED THERETO ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NO REPRESENTATIONS OR WARRANTIES ARE MADE HEREUNDER AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY SERVICES OR CONTENT, DATA, RESULTS OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SITE OR SERVICES. WE DO NOT GUARANTEE THAT OUR SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. OUR SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON OUR SITE BY A THIRD PARTY.

WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT.

EXCEPT AS EXPRESSLY STATED HEREIN AND IN OUR PRIVACY POLICY, WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.

THE SITE MAY INCLUDE A CHAT BOT FUNCTIONALITY INTENDED TO PROVIDE GENERAL FAQ AND ORDER RELATED DATA IN A CHAT-LIKE COMMUNICATIVE MANNER AS WELL AS INTERACTIVE VOICE RESPONSE FUNCTIONALITY ALLOWING CALLERS TO ACCESS INFORMATION VIA A VOICE RESPONSE SYSTEM WITHOUT HAVING TO SPEAK TO AN AGENT. IT IS AGREED AND ACKNOWLEDGED THAT ANY COMMUNICATION OR INFORMATION PROVIDED THROUGH SUCH FUNCTIONALITIES IS PROVIDED AS GENERAL ASSISTANCE ONLY AND THAT THESE TERMS OF USE SHALL PRECEDE AND GOVERN ANY CONFLICTING INFORMATION PROVIDED THROUGH SUCH CHAT-BOT OR INTERACTIVE VOICE RESPONSE FUNCTIONALITY.

APPLICABLE LAW

We make no representation that the Content in our Site is appropriate or available for use in other locations, and access to it from territories where its Content is illegal or prohibited. Those who choose to access our Site from other locations do so at their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of U.S. export laws and regulations. Any claim relating to our Site, the services provided through our Site or the Content (or a Claim) shall be governed by the internal laws of the State of Delaware and the laws the United States of America applicable therein, without reference to any choice of law provisions. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in the state of Delaware and irrevocably agree that all Claims may be heard in such court. You agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

INDEMNITY

You agree to defend, indemnify and hold us, our affiliates, subsidiaries, related companies, and our and their respective officers, directors, employees, representatives, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (1) your use of, or inability to use, our Site; (2) your User Submissions; or (3) your violation of these Terms.

SUBMITTED FEEDBACK

It is our desire and pleasure to hear from our customers and welcome your comments regarding our products, including our Site. We request that you be specific in your comments on our services and products. If you send us comments, suggestions, ideas, materials, notes, drawings, concepts, or other information (to which we refer collectively, as Feedback), the Feedback shall be deemed, and shall remain, our property. None of the Feedback shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Feedback. Without limiting the foregoing, you agree that we shall exclusively own and hereby assign to us without compensation or further obligation all now known or hereafter existing rights to the Feedback of every kind and nature throughout the universe and shall be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Feedback, including the right to publish on the Site or elsewhere and to use the Feedback, including any suggestions, ideas, etc. contained herein.

PURCHASE POLICY

COUPONS AND DISCOUNTS

We aim to keep our Products as affordable as possible and often distribute store credits or coupon codes (collectively, “Coupons“) through various channels as part of a special offer, promotion, or as part of a refund or other payment from us. Unless otherwise noted, you may only receive one Coupon per special offer or promotion and you are not permitted to combine Coupons nor add them retroactively to your order. Coupons are not redeemable for cash. Coupons may only be used once for up to the maximum discount amount specified.

Coupons may be subject to additional offer or promotion-specific terms and conditions, such as tagging and posting photos or videos with your painting in social networks, or giving us permission to use your User Submissions for promotion purposes. We reserve the right to determine in our sole discretion whether photos or videos provided by you are suitable to be displayed in our Site or promotion campaigns and, therefore, whether you are eligible to receive certain Coupons.

You may be required to redeem Coupons by a certain date depending on the specific terms and conditions of the relevant special offer or promotion. Unless otherwise specified in a store credit, it is valid for up to 180 days from the date granted. If you do not redeem your Coupon prior to the specified date, it may expire.

Any contests, sweepstakes, or other promotions (collectively, “Promotions“) made available through the