Last updated Oct 21, 2016

This "Terms of Use" governs your access and use of Toolwiz Photos mobile application made available by Btows, Inc.

By using or accessing the Toolwiz Photos Services you: (1) acknowledge that you have read, understand, and agree to be bound by these Terms, including Toolwiz Photos' privacy policy located at www.toolwiz.com/lead/privacy_policy/ (the "Privacy Policy") or the privacy policy for our Kids App located at www.toolwiz.com/lead/policy_kids; (2) represent that you have the authority to enter into these Terms (including all of the terms and conditions specified or referenced below, including the Privacy Policy); and (3) agree that you are entering into and agree to adhere to these Terms (including all of the terms and conditions specified or referenced below, including the Privacy Policy) with Btows, Inc. ( "Toolwiz Photos"). In addition, when using particular services or materials in connection with the Toolwiz Photos Services, you shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions or other operating rules, policies and procedures in addition to those in these Terms.

If you do not agree to all of the terms and conditions of these Terms, or you do not have such authority, or you do not meet the eligibility requirements, you should cease any and all access or use of the Toolwiz Photos Services.

Access to the Toolwiz Photos Services

Toolwiz Photos hereby grants you a non-exclusive, non-transferable, revocable, limited license, without the right to grant or authorize sublicenses, to use the Toolwiz Photos Services, provided that you will use the Toolwiz Photos Services only as permitted by these Terms.

Basic Rules

You understand and agree that:

1.You must be 13 years or older to use the Toolwiz Photos Services.

2.You are responsible for any activity that occurs under your username name or is associated with your account. You are responsible for keeping your username and password secure.

3.You are solely responsible for your conduct and any and all information or material including, without limitation, data, text, images, usernames, graphics, photos, profiles, audio and video clips, links (otherwise known as "Content") that you submit, post, and display on or through the Toolwiz Photos Services.

4.Violation of any of these Terms will result in the immediate termination of your account.

5.While Toolwiz Photos prohibits certain conduct and content on its Toolwiz Photos Services, Toolwiz Photos does not monitor, and Toolwiz Photos is not responsible for, user Content or activities of the users of the Toolwiz Photos Services.

6.Use the Toolwiz Photos Services only for personal purposes (you may not use them for commercial purposes).

Do not:

1.Use the Toolwiz Photos Services for any illegal or unauthorized purpose.

2.Modify or adapt the Toolwiz Photos Services, or create or modify another website or mobile application so as to falsely imply that it is associated with Toolwiz Photos or the Toolwiz Photos Services.

3.Attempt to gain unauthorized access to the Toolwiz Photos Services or its systems or networks, or access Toolwiz Photos' private API by any means other than in compliance with rules we set on API access.

4.Crawl, scrape, or otherwise cache any content from the Toolwiz Photos Services, including but not limited to user profiles and photos.

5.Spam or submit any unwanted email or comments to any users of the Toolwiz Photos Services.

6.Use web URLs in your username without prior written consent from Toolwiz Photos.

7.Transmit any worms, viruses, or other destructive code.

8.Resell or charge others for use of or access to the Toolwiz Photos Services.

9.Duplicate, reproduce, transfer, give access to, copy or distribute any part of the Toolwiz Photos Services in any medium without Toolwiz Photos' prior written authorization.

10.Attempt to reverse compile, reverse engineer, alter, make derivative works of, disassemble, or modify any part of the Toolwiz Photos Services.

11.Access any part of the Toolwiz Photos Services in order to build a similar or competitive service.

12.Interfere with or disrupt the integrity or performance of the Toolwiz Photos Services or data.

Some Basic Rights of Toolwiz Photos

We reserve the right, for any reason and without notice at any time, to:

1.Modify or terminate the Toolwiz Photos Services.

2.Refuse or deny access to the Toolwiz Photos Services to anyone.

3.Force forfeiture of any username including, but not limited to, a username that becomes inactive, violates the trademark or legal claim of a third party, or misleads other users.

4.Remove any Content and/or accounts in our sole discretion. Examples of accounts and Content we endeavor to remove include accounts with Content that is unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or these Terms.

Content on Toolwiz Photos

Your content is yours. Toolwiz Photos does not claim any ownership rights in the Content that you, other users, or third parties post on or through the Toolwiz Photos Services.

The Rights you Grant to Toolwiz Photos. By displaying or publishing ("posting") any Content on or through the Toolwiz Photos Services, you grant to Toolwiz Photos a non-exclusive, fully paid and royalty-free, worldwide, sublicenseable, transferable, limited license to use, modify, delete, add to, publicly perform, publicly display, reproduce and translate that Content, including without limitation distributing, through multiple tiers, part or all of the Site in any media formats through any media channels for any purposes.

Saving and Sharing. The Toolwiz Photos Services allow you to (1) keep Content private from the community by only saving to your Gallery, (2) share your Content with the Toolwiz Photos Community by uploading it to Toolwiz Photos, or (3) share your Content with third-party services like Instagram, Facebook, and others.

1.Content you share with the Toolwiz Photos community. When you post to the Toolwiz Photos community, your Content is made available to the public. This typically means that anyone who is following your account can see it, as well as anyone who searches for the hashtag(s) with which you label the Content. It also means that your Content might be featured in our apps or website, or appear in our emails or other communications.

2.Content you share with third parties. When you share your Content through a third-party service that is integrated with the Toolwiz Photos Services (such as Instagram, Facebook, or Twitter), you authorize us to deliver the Content (or a version that we've modified, as needed) to that third-party service. This means that the third-party service's handling of your Content will be subject to its own agreement with you, for which we are not responsible.

3.Hardware, Software, and Modification. Except for User Content, Toolwiz Photos owns the actual bits and bytes of data on its servers. You have no property or other interest in those bits and bytes, or to any Toolwiz Photos servers, infrastructure, or the Services we offer. Also, Toolwiz Photos performs technical functions necessary to offer the Toolwiz Photos Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Toolwiz Photos Services.

Do not steal anyone's Content. You must observe copyright and other intellectual property laws of the China and your country. You may not copy someone else's work and display it elsewhere, or claim it as your own, or make a small change and claim it as your own, etc. Except as provided within this Agreement and under intellectual property laws, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any User Content or any other third party Content appearing on or through the Toolwiz Photos Services except as expressly permitted by the holder of the rights in that Content. You represent and warrant that:

1.You own the Content posted by you on or through the Toolwiz Photos Services or otherwise have the right to grant the license set forth in this section.

2.The posting and use of your Content on or through the Toolwiz Photos Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and the posting of your Content on the Toolwiz Photos Services does not result in a breach of contract between you and a third party.

3.You agree to pay for all royalties, fees, and any other monies owing any person by reason of Content you post on or through the Toolwiz Photos Services being in violation of this section.
Advertising. Some of the Toolwiz Photos Services are supported by advertising revenue and may display advertisements and promotions. You agree that Toolwiz Photos may place advertising and promotions on, about, or in conjunction with your Content. The manner, mode, and extent of such advertising and promotions are subject to change without notice to you. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.

In-app purchases. The Toolwiz Photos Services may include virtual items or services that can be licensed for a fee, typically via an in-app purchase ("Purchased Content"). You may only license Purchased Content if you are over 18 years old, and only on a limited, personal, non-transferable, non-sublicenseable and revocable basis for non-commercial use only. If you deactivate your account, you will no longer have access to previously Purchased Content even if you later re-activate your account or create a new account. Toolwiz Photos reserves the right to manage, regulate, control, modify, or eliminate Purchase Content at any time. Upon the Purchased Content being made available to you, Toolwiz Photos' obligations to provide Purchase Content are deemed fulfilled, and Toolwiz Photos makes no representation that Purchased Content will be available to the purchaser for any length of time nor that the Toolwiz Photos Services will continue to support Purchased Content. SUBJECT TO MANDATORY LEGISLATION, YOU ACKNOWLEDGE THAT TOOLWIZ PHOTOS IS NOT REQUIRED TO PROVIDE A REFUND FOR PURCHASED CONTENT FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED PURCHASED CONTENT, WHETHER YOUR LOSS OF LICENSE WAS VOLUNTARY OR INVOLUNTARY.

Digital Millennium Copyright Act

Toolwiz Photos specifically prohibits users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Toolwiz Photos Services any material that infringes any proprietary rights of any person or entity, including copyrights. Toolwiz Photos will remove any and all User Content if properly notified that such User Content infringes another's intellectual property rights. We respond to notices of copyright infringement in compliance with the Digital Millennium Copyright Act and have a policy of terminating repeat infringers in appropriate circumstances.

Service Interruption

There may be occasions when the Toolwiz Photos Services are interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment. Toolwiz Photos encourages you to maintain your own backup of your User Content. In other words, Toolwiz Photos is not a backup service.

Third Party Links

The Toolwiz Photos Services may contain links to independent third-party websites and services (collectively, "Third Party Sites"). Third Party Sites are not under Toolwiz Photos' control, and Toolwiz Photos does not endorse, is not responsible for, and shall have no liability to you with respect to the business practices, privacy practices, or content including, without limitation, any and all materials, information, merchandise, products or services displayed, featured, mentioned, advertised, distributed or sold on or through such Third Party Sites. If you access any Third Party Site, you acknowledge and agree that you do so at your own risk and that it is your responsibility to read and understand the privacy, membership, payment and other policies of the Third Party Sites and to determine whether or not you will have any interaction with any of those sites.

Disclaimer of Warranties

THE TOOLWIZ PHOTOS SERVICES IS PROVIDED ON AND "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TOOLWIZ PHOTOS MAKES NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE TOOLWIZ PHOTOS SERVICES; (B) USER CONTENT; OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO TOOLWIZ PHOTOS OR VIA THE TOOLWIZ PHOTOS SERVICES. TOOLWIZ PHOTOS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SATISFACTORY PURPOSE.

TOOLWIZ PHOTOS DOES NOT REPRESENT OR WARRANT THAT THE TOOLWIZ PHOTOS SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE TOOLWIZ PHOTOS SERVICES ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. TOOLWIZ PHOTOS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE CONTENT (INCLUDING ANY USER CONTENT) AVAILABLE ON OR THROUGH THE TOOLWIZ PHOTOS SERVICES IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE TOOLWIZ PHOTOS SERVICES IS AT YOUR SOLE RISK. TOOLWIZ PHOTOS DOES NOT WARRANT THAT YOUR USE OF THE TOOLWIZ PHOTOS SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND TOOLWIZ PHOTOS SPECIFICALLY DISCLAIMS SUCH WARRANTIES.

YOU SPECIFICALLY ACKNOWLEDGE THAT TOOLWIZ PHOTOS DOES NOT ENDORSE ANY USER CONTENT OR OTHER THIRD PARTY CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER ARISING OR RESULTING FROM ANY CONTENT (INCLUDING, WITHOUT LIMITATION, USER CONTENT), INTERACTIONS BETWEEN USERS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOOLWIZ PHOTOS, ITS AFFILIATES, LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS, COST OF COVER, LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES WHATSOEVER ARISING OR RESULTING FROM (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON OR THROUGH THE TOOLWIZ PHOTOS SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE TOOLWIZ PHOTOS SERVICES, INCLUDING, WITHOUT LIMITATION, MAKING PRIVATE CONTENT PUBLIC OR ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE TOOLWIZ PHOTOS SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF TOOLWIZ PHOTOS SERVICES AND/OR ANY AND ALL PERSONAL, PRIVATE, AND/ OR OTHER INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE TOOLWIZ PHOTOS SERVICES OR THROUGH THE TOOLWIZ PHOTOS SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE TOOLWIZ PHOTOS SERVICES BY ANY THIRD PARTY, (VII) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT, (VIII) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE TO YOU THROUGH THE TOOLWIZ PHOTOS SERVICES AND/OR (IX) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT (INCLUDING USER CONTENT) OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE TOOLWIZ PHOTOS SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TOOLWIZ PHOTOS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TOOLWIZ PHOTOS' AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE TOOLWIZ PHOTOS SERVICES, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Release

You acknowledge that Toolwiz Photos does not control the interactions between any user and you, nor does Toolwiz Photos control or monitor any User Content. You acknowledge and agree that Toolwiz Photos does not assume any responsibility or liability for User Content generated by you or any user of the Toolwiz Photos Services posted anywhere, including without limitation, personally identifiable information posted publicly, or the conduct of you or any user, and you bear the entire risk of your continued use of the Toolwiz Photos Services, including your interactions with other users. You agree that Toolwiz Photos will not be responsible for any claim, loss, liability, personal injury (including death), damage, cost or expense (including attorneys' fees), incurred as the result of or relating to any User Content, or any interactions with other users or third parties, including disputes between you and other users regarding User Content, user dissemination of your User Content or any other User Content, and any and all other disputes or conflicts arising from your use of the Toolwiz Photos Services. If there is a claim or dispute between you and any other user or third party, Toolwiz Photos is under no obligation to become involved. You understand and agree that Toolwiz Photos is not responsible or liable in any way for any communication, actions, or conduct between you and other users. You, on behalf of you and your heirs, successors and assigns, hereby release and forever discharge Toolwiz Photos, and its affiliates, employees, contractors, agents, successors, and assigns, from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to the Terms, your use of the Toolwiz Photos Services, any User Content, or any of your interactions with other users or third parties.

Indemnification

You agree to defend (at Toolwiz Photos' request), indemnify and hold Toolwiz Photos and its affiliates, directors, officers, employees, contractors, and agents harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities in connection with the Toolwiz Photos Services or those conducted on your behalf): (i) your User Content or your access to or use of the Toolwiz Photos Services; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Toolwiz Photos in the defense of any claim. Toolwiz Photos reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Toolwiz Photos.

International Users

Although the Toolwiz Photos Services may be accessible worldwide, Toolwiz Photos makes no representation that the materials and/or content made available in connection with the Toolwiz Photos Services are appropriate or available for use in locations outside China, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Toolwiz Photos Services from other locations do so at their own risk and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Toolwiz Photos Services is void where prohibited. BY ACCESSING OR USING THE TOOLWIZ PHOTOS SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE TOOLWIZ PHOTOS SERVICES.

Export Control

Users may not download, use, export or re-export any materials or User Content posted or submitted on or through the Toolwiz Photos Services or any software utilized or available in connection with the Toolwiz Photos Services in violation of any applicable laws or regulations, including, without limitation, China export laws, regulations and controls.

Changes to these Terms

Toolwiz Photos reserves the right to alter these Terms at any time in its sole discretion. If the alterations constitute a material change to these Terms, Toolwiz Photos will notify you by posting the updated Terms to the Toolwiz Photos Website. Your continued use of the Toolwiz Photos Services after such notification of changes to the Terms will constitute your agreement and acceptance to such changes. If you object to any change, your sole recourse shall be to immediately terminate your account and cease using the Toolwiz Photos Services. You agree to review the Toolwiz Photos Website periodically for any such changes to the Terms.

Reporting Violations

If you become aware of any misuse of the Toolwiz Photos Services or any violation of the Terms, or Privacy Policy, please report such misuse and/or violation by sending an email to Toolwiz Photos at James@toolwiz.com.

Questions or Additional Information

If you have any questions regarding the Terms of Use, please contact us by e-mail at James@toolwiz.com.