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.

User License Agreement

THIS LICENSING AGREEMENT CONSTITUTES A LEGAL AND BINDING CONTRACT BETWEEN OnePricePhoto, Inc. ("OnePricePhoto.com", "We", "Us") THE OWNER OF www.OnePricePhoto.com ("Website"), AND YOU GOVERNING THE USE OF CONTENTS YOU HAVE DOWNLOADED FROM OUR WEBSITE. THIS AGREEMENT GRANTS NONEXCLUSIVE, NONTRANSFERABLE LICENSE TO ACCESS, ACQUIRE, USE, MODIFY, PUBLISH, AND DISPLAY SAID CONTENTS ACCORDING TO THE DEFINED TERMS AND CONDITIONS AS OUTLINED BELOW. BY YOUR DOWNLOAD OF CONTENTS FROM OUR WEBSITE, YOU WARRANT AND ATTEST THAT:

• You are of the age of majority.
• The information you provide to OnePricePhoto, is accurate and true.
• There have been no warranties, representations, or understandings made by either party to the other except as expressly set forth in this Agreement.
• You have read, understand, and agree to abide by and be bound by all of the terms in this Agreement.

STANDARD LICENSE:

Under this license, you may use an image in one design project and must repurchase/redownload the image for use in a second project.

PERMITTED USES FOR STANDARD LICENSE:

• Website design for yourself, your company, or a single client (for website templates, see Extended License below)
• Online or print articles
• Marketing and advertising, including online and print ads, signs, fliers, and brochures
• Presentations
• Product packaging
• Catalogs, books, magazines, newspapers, newsletters, and other print publications
• Movies, including retail DVDs, publicly televised broadcasts, and video presentations
• Email
• Avatars, signatures, and personal greetings on a message board
• School projects and reports
• Design of a CD or DVD cover
• Business cards and stationery for yourself, your company, or a single client (for business card/stationery printing businesses, see Extended License below)
• If unsure whether your project would fall under the permitted uses for this license, please email us.
  

EXTENDED LICENSE:

This license primarily covers situations in which our images are incorporated into the design of a product for distribution in the free or retail market. Under this license, you may use our image in the design of one product. Free images may not be used under this license. To use this license, you must add to cart the photo, as well as the Extended License Fee for each photo that you intend to use under this license. To use the same image in a second project, you must purchase the photo again, along with a second Extended License. (Ex.: You may purchase the Extended License for an image and use the image on mousepads for retail distribution. To use the same image on mugs, you will need to purchase the photo again, as well as another Extended License.) There is no limit to the number of copies of the product that may be distributed under this license. If a photo does not show that an Extended License is available on its details page, then that photo may only be used under our Standard License above.

PERMITTED USES FOR EXTENDED LICENSE:

• Website templates
• Art prints and framed art
• Apparel (i.e., t-shirts, caps, totes)
• Technology products (i.e., software, mousepads, screensavers, desktop backgrounds)
• Household products (i.e., clocks, mugs, dishes, flags, calendars)
• Bumper stickers
• Postage stamps
• Electronic or paper greeting cards
• Business card and stationery design businesses
• If unsure whether your project would fall under the permitted uses for this license, please email us.

YOU MAY NOT:

• Use our images to promote hatred, violence, racism, sex, treason, terrorism, slander, obscenity, or immorality.
• Use our images in a way that violates any law or regulation of any country, state, or other governmental entity.
• Sell, share, sublicense, assign, gift, or otherwise transfer or distribute our images where the image is detached from a derivative design, including posting our images on a network server, web server, or other electronic media device with the intention of file sharing or including our images in another digital photo collection either online, in print, or in a photo collection CD.
• Imply that our images are your own or claim copyright, intellectual property rights, or other rights to our images.

Indemnification

You agree to indemnify, defend, and hold harmless OnePricePhoto and its officers, employees, shareholders, directors and suppliers against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to a breach of this Agreement, the use of this site and the use or the inability of use of any downloaded contents, your failure to abide by any restriction regarding the use of an Image, or any claim by a third party related to the use of an downloaded contents.

Termination

This Agreement is effective until it is terminated. This Agreement will terminate automatically, without notice from OnePricePhoto, if You fail to comply with any provision of this Agreement.
You also can terminate the license granted under this Agreement with respect to any Image(s) by destroying the Image(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Image(s) for any purpose. Such termination may not effect payment or indemnity obligations.

Ownership

OnePricePhoto and its licensors retain all rights, title, and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights. Your rights are subject to this Agreement and the restrictions specified. Certain Images are trademarks of their respective owners ("Trademark Graphic"), and are offered as a convenience for their lawful use only, with proper permission from the copyright or trademark holder. Downloading Trademark Graphic from this Website does not give you authorization or permission to use the copyrighted Trademark Graphic without the specific consent of the copyright or trademark holder. Before you use, reproduce or distribute in any manner any Trademark Graphic downloaded on this Website, you must first receive the express permission of the holder of the copyright or trademark of that Trademark Graphic. Failure to obtain such permission is a violation under international law.

Entire Agreement, Modifications and Waiver

This Agreement constitutes the entire agreement between the User and OnePricePhoto, regarding any and all Photos, Images and Vector Illustrations. The terms and conditions of this Agreement may be modified by OnePricePhoto at any time without notice. Any failure by OnePricePhoto to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision in this Agreement.

Choice of Law/Governing Law

These terms and conditions are governed by and shall be construed in accordance with the laws of Illinois. User consents to the personal jurisdiction of the state and federal courts of the State of Illinois, and agrees that any and all suits or claims regarding or relating to this Agreement shall be brought only before the courts of the State of Illinois, in Cook County or the United States Court for the Northern District of Illinois.

Warranty and Liability

THE WEBSITE AND THE IMAGES ARE PROVIDED "AS IS". WE OFFER NO WARRANTY, EXPLICIT OR IMPLIED, REGARDING ANY CONTENTS, THE WEBSITE, THE ACCURACY OF ANY INFORMATION, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OnePricePhoto DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR THE IMAGES WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

OnePricePhoto SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE WEBSITE OR THE DOWNLOADED CONTENTS.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF OnePricePhoto AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND OnePricePhoto, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND OnePricePhoto RELATING TO THE SUBJECT OF THIS AGREEMENT.

Supplier License Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU (Member), WHO UPLOADS PHOTOGRAPHS, IMAGES, VECTOR ILLUSTRATIONS ("Content") AND THE OWNER OF www.OnePricePhoto.com ("Website"), OnePricePhoto, Inc. ("OnePricePhoto", "We", "Us"). YOU ARE REQUIRED TO READ THIS SUPPLIER LICENSE AGREEMENT ("Supplier License Agreement") AND ACCEPT ALL OF ITS PROVISIONS BEFORE YOU MAY UPLOAD ANY PHOTOS, IMAGES OR VECTOR ILLUSTRATIONS. BY UPLOADING ANY CONTENTS TO www.OnePricePhoto.com WEBSITE ("Website") YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS AGREEMENT CAREFULLY AND AGREE TO BE BOUND BY AND COMPLY WITH ITS TERMS.

• If You do not agree with these terms, do not enter into this Agreement and terminate a Member’s account.
• OnePricePhoto, Inc. may at any time revise this Agreement by updating this posting. By using this Website, a Licensee agrees to be bound by any such changes.

Uploading Images / License grant

Both parties acknowledge that from time to time the Contributor may upload Images to the Website, and OnePricePhoto will screen these uploads to see if they are suitable for distribution. The policies behind this procedure are described in the Upload rules section of the Website Help page.

The Contributor authorizes OnePricePhoto to be his/her non-exclusive agent to license his/her Images or Vector Illustrations to third parties on a royalty-free basis, based on the terms that can be found in the User License Agreement, as amended from time to time. In addition, the Contributor allows OnePricePhoto, in its sole discretion to reproduce, publish, distribute, transmit, broadcast, display, adapt, modify, enhance, crop, or create Duplicates of the Images or Vector Illustrations, in any media now known or which may become known in the future, including, but not limited to, sublicensing the Images to affiliates or third parties and licensing the Images via subscription. The Contributor also acknowledges that these images may be used for promotional purposes for the Website. You also understand that no fee will be paid to the Contributor for Images used by OnePricePhoto for promotional purposes, whereby no payments are paid to OnePricePhoto for such use. The Contributor acknowledges that OnePricePhoto does not allow the upload of Images that infringe on any copyright, property right, privacy or publicity right, trademark or any other applicable right. You are solely responsible for the Images You upload. You warrant that You own all proprietary rights in the Image, and for Images depicting identifiable persons, that You have a valid, legal and signed Model release from those persons, which release You must upload to the Website alongside the Image. OnePricePhoto reserves the right to reject any Image depicting a person or person, which Image does not have a corresponding or valid Model release.

We also reserve the right to remove any approved Image at any time if We believe it's defective, of poor quality or infringes on any right. Serious copyright infringement issues such as uploading Images found on other stock photography sites shall result in the immediate termination of this Agreement, the termination of your membership, and possible criminal prosecution.

Commission

OnePricePhoto agrees to pay a certain amount of commission to the Contributor. The commission rates are 50%. OnePricePhoto reserves the right to change the commission rates without notice to you, from time to time, in its sole discretion. You shall be paid at the current rate then in effect. Your sole recourse with regarding to a change in the commission rate is to terminate this Agreement by notifying OnePricePhoto in writing. You acknowledge that You will be paid your earnings only after they have reached $30. OnePricePhoto attempts to process your payment in 3 workdays.

Termination

Both parties can terminate this Agreement for any reason with a written notice and proof of identity. Upon termination, OnePricePhoto agrees to remove your Images from the Website and to send You the remaining earnings in your balance. OnePricePhoto shall use reasonable efforts to have your Images removed from the OnePricePhoto website to also be removed from the websites of any OnePricePhoto affiliates (including co-branded websites) within ninety (90) days of the removal of your Images from the main OnePricePhoto website. Any licenses issued by OnePricePhoto in respect of any your Images that are later removed from the OnePricePhoto website will remain in full force and effect. You acknowledge that if your membership account is terminated by OnePricePhoto because of copyright infringement or other kinds of serious - or even malicious - acts, your earnings and download credits will be confiscated.

Indemnification

You agree to indemnify, defend, and hold harmless OnePricePhoto and its officers, employees, shareholders, directors, affiliates and suppliers against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to a breach of this Agreement, the use of the Website and the use or the inability to use any Image, your failure to abide by any restriction regarding the use of an Image, or any claim by a third party related to an Image.

Warranty and Liability

THE WEBSITE AND THE IMAGES ARE PROVIDED "AS IS". WE OFFER NO WARRANTY, EXPLICIT OR IMPLIED, REGARDING ANY IMAGES, THE WEBSITE, THE ACCURACY OF ANY INFORMATION, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OnePricePhoto DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR THE IMAGES WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

OnePricePhoto SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE WEBSITE OR THE IMAGES.