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.