Member Agreement

This Member Agreement governs your membership in the OnePricePhoto community, allowing you full access to the membership portions of the web site located at www.OnePricePhoto.com (the "Site"). This Member Agreement is in addition to the Terms of Use applicable to the Site. The Site is operated by OnePricePhoto, Inc.

Access and use of the membership portions of the Site are provided by OnePricePhoto, Inc. to you on condition that you accept the terms and conditions of this Member Agreement and the Terms of Use, and by accessing or using the membership portions of the Site, you agree to the terms and conditions of this Member Agreement and the Terms of Use. If you do not agree to accept and abide by this Member Agreement and the Terms of Use, you should not access or use the membership portions of the Site. In the event of any inconsistency between this Member Agreement and the Terms of Use, the terms of this Member Agreement shall govern.

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

Download Credits

Download credits can be purchased from the Purchase Page within the membership portion of the Site. Credits can be purchased online via major credit cards through PayPal or with check or money order by mail.

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

Use of Content

You acknowledge that the Site contains or may contain information, software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of OnePricePhoto, Inc. and its affiliates or other third parties (including other members).

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

Content is provided to the Site through members entering into an Artist's Supply Agreement. Subject to the provisions of the applicable Supply Agreement, you may post on the Site any Content owned wholly by you. You may download Content only in accordance with the terms of this Member Agreement and the then Content License Agreement.

Passwords

You acknowledge and agree that the user identification provided by OnePricePhoto, Inc. to you so that you may access and utilize the membership portions of the Site (your "Member Name"), and the password selected by and used by you in conjunction with your Member Name are to be kept secret and confidential. You agree that you shall not disclose such Member Name or password to any other party without the express written permission of OnePricePhoto, Inc..

You acknowledge and agree that you will be responsible for each and every access or use of the membership portions of the Site that occurs in conjunction with your Member Name and such passwords, and that OnePricePhoto, Inc. is authorized to accept your Member Name and password as conclusive evidence that you have accessed or utilized the membership portions of the Site. You acknowledge that such password(s) are unique to you and that, although OnePricePhoto, Inc. does have the ability to require password(s) to meet certain requirements (such as a minimum or maximum number of characters) and to reset such password(s), OnePricePhoto, Inc. does not have the ability to access the password(s) themselves (is this correct?).

Rules of Conduct

You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, you agree that when uploading to or communicating via the Site, including in respect of any forums, chat-rooms or other exchanges (a "Forum") accessed on or through the Site, you shall not do any of the following:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.
• Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.
• Upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless you own or control the rights thereto or have received all necessary consents.
• Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.
• Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
• Falsify the origin or source of software or other material contained in a file that is uploaded.
• Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters.
• Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner.
• Use any communications or Content or other information obtained through the Site in a manner that is competitive with the Site or OnePricePhoto, Inc.'s business.

You acknowledge that Forums are public and not private communications. Further, you acknowledge that no communication of a third party or Content is endorsed by OnePricePhoto, Inc. and no communication of a third party or Content may be considered reviewed, screened or approved by OnePricePhoto, Inc.. As explained below, OnePricePhoto, Inc. reserves the right for any reason to remove without notice any communication, Content or other material posted to the Site.

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

Managing Content

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

OnePricePhoto, Inc. respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide OnePricePhoto, Inc. with notice of such infringement in the manner described under Notice and Procedure for Making Claims of Infringement in the Terms of Use.

Confidential Information

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

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

Indemnity

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

Term and Termination

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

OnePricePhoto, Inc. may also terminate or suspend your access to the membership portions of the Site for inactivity, which is defined as failing to access the membership portions of the Site for an extended period of time, as reasonably determined by OnePricePhoto, Inc..

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

Upon termination of your access to the membership portions of the Site, you agree to forfeit all download credits remaining in your account.

DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. OnePricePhoto, Inc. DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

OnePricePhoto, Inc. DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL OnePricePhoto, Inc. OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS MEMBER AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF OnePricePhoto, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, OnePricePhoto, Inc.'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS MEMBER AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE ($5.00) CANADIAN DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF OnePricePhoto, Inc. OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Age and Responsibility

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

Applicable law

The Site is controlled, operated and administered by OnePricePhoto, Inc. from within the State of Illinois, USA. The Site can be accessed from all US States and from other countries around the world. You acknowledge and agree that this Member Agreement will be governed under the laws of the State of Illinois and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Illinois, USA with respect to the subject matter of this Member Agreement. This Member Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site, or such other address as you may advise us in writing to use, from time to time.

Except for disputes involving the payment of money due, all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Illinois under the auspices of the Judicial Arbitration and Mediation Service/Endispute ("JAMS") pursuant to the JAMS rules in effect at the time arbitration is demanded ("Rules"). The arbitration will be conducted in Illinois by a single arbitrator selected by the parties, or if they cannot agree, according to the Rules. The arbitration shall be conducted in the English language.

If OnePricePhoto, Inc. is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse OnePricePhoto, Inc. for its legal fees, costs and disbursements if OnePricePhoto, Inc. is successful.

General

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

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

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

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

Contact

If you have concerns relating to the Site or this Member Agreement, please contact OnePricePhoto, Inc. at OnePricePhoto, Inc. at

ACKNOWLEDGEMENTS

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

TERMS OF USE

• This agreement governs your use of the OnePricePhoto Online Community

DEFINITIONS

• "Terms Of Use" means this document.
• "The Site" means the internet web site located at http://www.onepricephoto.com.
• "OnePricePhoto" is OnePricePhoto, Inc., the operator of the Site.
• "User" is the party accessing the Site.
• "Materials" means any information, software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets, and other materials available on the Site which is protected by copyright, trademark or other intellectual property rights of OnePricePhoto and its affiliates or other members.
• "Applicable Law" means all controlling applicable federal, state and local statutes, regulations, ordinances and administrative rules and orders (that have the effect of law) as well as all applicable final, non-appealable judicial opinions.
• "Confidential Information" means any and all data, documents, software, information, or materials relating to the management and operation of OnePricePhoto that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, products, designs, pricing structures, training or other educational materials, personnel, clients, Site content belonging to others and other intellectual property.
• "Services" means all services and resources offered or enabled via the Site by OnePricePhoto and users of this Site, including download areas, product and other information services and communications services such as bulletin boards, calendars, chat areas, communities, e-mail, forums, personal webpages, galleries and other message or communication facilities designed to enable you to communicate with others.
• "Intellectual Property Rights" means copyrights, trademarks, patents, trade secrets and all other intellectual property and proprietary rights.
• "Marks" means any trademarks, logos and service marks found on the Site.
• "Linked Site" means links that will take you to other sites outside of the Site.

ACCEPTANCE OF TERMS

• By accessing or using this Site in any way, including using any Services, downloading Materials or merely browsing the Site, you acknowledge and agree to and are bound by the terms and conditions set forth in this document and in any changes thereto that OnePricePhoto may publish from time to time. If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site.
• By accessing or using this Site in any way, including using any Services, downloading Materials or merely browsing the Site, you acknowledge and agree to and are bound by the terms and conditions set forth in this document and in any changes thereto that OnePricePhoto may publish from time to time. If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site.

INTELLECTUAL PROPERTY

• The Materials and Services, as well as their organization, selection and arrangement, are protected by Intellectual Property Rights, and any unauthorized use of the Materials or Services may violate such laws and the Terms of Use.
• Except as expressly provided in another governing agreement (such as a "Royalty-Free Content License Agreement”), OnePricePhoto and its affiliates do not grant any express or implied rights to use the Materials and Services. You agree not to copy, modify, adapt, create derivative works from the Site, Materials or Services, any portions of the Site, Materials or Services or the organization, selection and arrangement of the Site, Materials or Services, except as expressly authorized herein or by another governing agreement.
• The Marks displayed on this Site are the property of OnePricePhoto or other third parties or affiliates. You are not permitted to use the Marks without the prior written consent of OnePricePhoto or such third party that may own the Marks.

USE OF SITE AND SERVICES

• You shall pay all costs and charges, including phone charges and telecommunications equipment costs, that you incur in order to access or use the Site, Services and Materials. You must adhere to all limitations on dissemination, usage and reproduction of any Materials that you download from the Site that are subject to such limitations. You agree to use the Services only to access, download, utilize, post, send or receive Materials in an appropriate manner as related to the particular Materials or Services being accessed or used by you.
• When using Services or Materials, you will be subject to any posted guidelines, rules or licenses applicable to such Services or Materials, in addition to the Terms of Use.
• Certain Services and Materials will only be made available to users who have registered for an account for such Services and Materials. Such users may additionally be required to enter into an additional usage agreement for that particular Service or Material (such as a Membership Agreement).
• OnePricePhoto, in its sole discretion, may (but has no obligation to) monitor or review the Materials and Services at any time. OnePricePhoto may at any time without notice and in its sole discretion: terminate a Service, access to or use of any Materials or an area of the Site where Materials are posted or submitted; disclose any information related to your use of a Service or Material, or the substance of any of your posted or submitted Materials, as OnePricePhoto deems necessary to comply with applicable law, regulation, legal process or governmental request.
• If you are required to establish an account in connection with a particular Service or Material, you must complete the designated registration process for such Service or Material. All required registration information that you provide must be current, complete and accurate and kept up to date on a prompt, timely basis. If required, you must also choose a user name and password for such account. It is your sole responsibility to keep your account number, user name, password and other sensitive information confidential. If you become aware of any unauthorized use of your account or any other breach of security, you shall notify OnePricePhoto immediately. If any Services or Materials provide password-restricted access to your sensitive information (including customer lists and contractual terms), then by accessing or using this Site and setting up a password-restricted account for such Services or Materials, you consent to OnePricePhoto’s display of such information via such Services or Materials and accept all risks of unauthorized access to such information.

PRIVACY

• OnePricePhoto will use and protect your data, such as your name and address, in accordance with the OnePricePhoto Privacy Policy.

RESTRICTION AND TERMINATION OF USE

• OnePricePhoto may block, restrict, disable, suspend or terminate your access to all or part of the Site, Services and Materials at any time in OnePricePhoto’s sole discretion, without prior notice or liability to you.

LINKS TO THIRD PARTY SITES

• The Site, Services or Materials may include links that will take you to other Linked Sites. sites. The Linked Sites are provided by OnePricePhoto to you as a convenience and the inclusion of the links do not imply any endorsement by OnePricePhoto of any Linked Site. OnePricePhoto has no control of the Linked Sites and you therefore acknowledge and agree that OnePricePhoto is not responsible for the contents of any Linked Site.

WARRANTIES AND DISCLAIMERS

• THE SITE, SERVICES AND MATERIALS, ARE PROVIDED BY OnePricePhoto UNDER THESE TERMS OF USE "AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, OnePricePhoto MAKES NO WARRANTY THAT (i) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SITE, SERVICES OR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM. THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF THE SITE OR ANY SERVICES OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. THE USE OF THE SITE, SERVICES OR THE DOWNLOADING OR OTHER USE OF ANY MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. OnePricePhoto ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR IN CONNECTION WITH ANY SERVICES OR MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OnePricePhoto OR VIA THE SITE, SERVICES OR MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. OnePricePhoto WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT WITH RESPECT TO THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

LIMITATION OF LIABILITY

• IN NO EVENT SHALL OnePricePhoto, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF OnePricePhoto HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (1) THE ACCESS OR USE OF OR THE INABILITY TO ACCESS OR USE THE SITE, SERVICES, OR MATERIALS; (2) THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR VIA THE SITE, SERVICES OR MATERIALS; (3) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, USER MATERIALS OR OTHER DATA; (4) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (5) ANY FAILURE TO STORE OR LOSS OF DATA, FILES, MATERIALS OR OTHER CONTENT; (6) ANY SERVICES AVAILABLE THAT ARE DELAYED OR INTERRUPTED; (7) ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE; OR (8) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

NOTIFICATION OF COPYRIGHT INFRINGEMENT

• OnePricePhoto will, in appropriate circumstances, terminate the accounts of users who infringe the Intellectual Property Rights of others. OnePricePhoto will investigate notices of copyright infringement and take appropriate actions. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site please provide written notification of claimed copyright infringement to the legal agent for this Site (identified below), which must contain the following elements:
• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
• A description of the copyrighted work or works that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing.
• A description of where the content that you claim is infringing is located on the Site;
• Your physical address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the use of the content identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
• The Designated Agent may be contacted by emailing legal@OnePricePhoto.com

INDEMNITY AND LIABILITY

• You agree to indemnify and hold OnePricePhoto and its officers, co-branders, other partners and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or in connection with any breach by you or anyone acting in your behalf of any of these Terms of Use.

APPLICABLE LAW AND JURISDICTION

• This Site is controlled by OnePricePhoto from its offices within the state of Illinois, United States of America. By accessing this Site, you agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the State of Illinois, without regard to the conflicts of laws principles thereof.

GENERAL

• The Terms of Use and other rules, guidelines, licenses and disclaimers posted via the Site or in connection with the Materials and Services constitute the entire agreement between OnePricePhoto and you with respect to your access to or use of the Site, Materials and Services superseding any prior agreements between you and OnePricePhoto on such subject matter (including any prior versions of the Terms of Use). You may also be subject to additional terms and conditions that may apply when you use other OnePricePhoto services, third party content or third party software. You may not assign or otherwise transfer the Terms of Use nor any right granted hereunder without OnePricePhoto’s prior written consent. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by OnePricePhoto to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision.