TERMS OF SERVICE 1. Services and Conditions of Use Welcome to Profotos.com's online Service. As part of our service, Profotos.com agrees to provide our selected members with: Gallery Space, Photography Articles, Resources and other computer services that Profotos.com may decide to offer, subject to the terms of this Agreement. Upon notice published through the Service, Profotos.com may modify this Agreement at any time. You agree and continue to agree to use Profotos.com Services in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out in the policies and guidelines outlined below. Please note that you will be referred to as "Customer" from time to time in this Agreement. 2. Rules For Online Conduct for Profotos.com Discussion Forums, Chat Rooms, Free Email, Galleries and Classifieds By using the Service, you agree that you will not post any of the following material in Service galleries, email accounts or Photographer List entries: --Material which defames, abuses or threatens others. --Statements that are bigoted, hateful or racially offensive. --Material that advocates illegal activity or discusses illegal activities with the intent to commit them. --Unauthorized copyrighted material. --Material that contains vulgar, obscene or indecent language or images. --Material that does not pertain to the room or discussion forum's given topic. Statements or postings which violate the above terms will be deleted from postings upon discovery. Depending on the nature of the violation, Profotos Online at its sole discretion may terminate Customer's account. 3. Price And Payment Customer agrees to pay all charges to Customer's account, including applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable. Profotos.com reserves the right to change the amount of, or basis for determining, any fees or charges for the Service, and to institute new fees or charges effective upon prior notice to Customers. Customer must provide Profotos Online with valid credit card information. Please Note: Profotos.com will automatically renew and charge Customer's account as follows: * Upon every one (1) month for 1-Month Subscriptions * Upon every three (3) months for 3-Month Subscriptions The renewal charge shall be equal to the original customer signup price, unless otherwise notified in advance by Profotos.com. Customer will have thirty (30) days after the date that any renewal fee is posted to Customer's charge account to notify Profotos Online that he or she wishes to cancel his or her subscription. Profotos.com will cancel Customer's account upon receipt of such notification and post a credit to Customer's charge account equal to the latest renewal fee charged. Customer's right to use the Service is subject to any limits established by Profotos.com or by Customer's credit card issuer. If payment cannot be charged to Customer's credit card or Customer's charge is returned to Profotos.com for any reason, including chargeback, Profotos Online reserves the right to either suspend or terminate Customer's access and account, thereby terminating this Agreement and all obligations of Profotos.com hereunder. Profotos.com agrees that it will terminate Customer's account upon notice from Customer. If cancellation is received within the first 30 days of Customer signing up for a service, Customer will be refunded all subscription fees for that service, but Customer will still be obligated to pay any other charges incurred. If Customer cancels a service after 30 days of signing up for a service, no refund for unused time on such service will be made. If Customer has a balance due on any Profotos.com account, Customer agrees that Profotos.com can charge these unpaid fees to their credit card. Profotos.com reserves the right to establish a credit limit (the "Ceiling") for each Customer. If a Customer's account reaches the ceiling at any time, Customer agrees that Profotos.com may immediately bill their credit card for all unpaid charges on account. Until further notice, the ceiling for each Customer shall be $20. If Customer has reason to believe that Customer's account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of Customer's ID, password, or any credit, debit or charge card number stored on the Service), Customer must promptly change Customer's password and notify Profotos.com of the problem (by notice given as described in Section 8 below) to avoid possible liability for any unauthorized charges to Customer's account. 4. Non-Transferability of Membership Profotos.com grants to Customer a personal, non-exclusive, non-assignable and non-transferable license to use and display the Profotos Online software ("Software") on any machine(s) of which Customer is the primary User. Unauthorized copying of the Software or duplication of the software in any manner, including software that has been modified, merged or included with the Software, or the written materials associated therewith is expressly forbidden. Customer acknowledges that Customer may not sublicense, transfer, sell or assign this license or the Software. Any attempt to sublicense, transfer, sell or assign the license is void. 5. Software Libraries and Copyrighted Materials Only public domain software or graphics files or files where the owner has given express permission for online distribution may be posted to discussion forums, chat rooms, galleries, free email accounts or classifieid ads on the Service. The posting of any other type of file and the posting of links to any other type of file is strictly forbidden. The following types of files are examples of strictly forbidden postings: Unauthorized copies of copyrighted photographs, drawings, graphics, text or other writings, computer programs or other software, recordings or designs; material of a sexually explicitly nature, including photographs and text. Copyrighted material, including without limitation text, photographs, sound, video and music, may not be placed on the Service without the express permission of the author or owner of the copyright on the material. Customer acknowledges that only the owner or someone authorized by the owner to post the material may do so. The downloading of copyrighted material is not allowed by Customers. Customers may not copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any copyrighted material. The burden of determining that any information, software or any other content on the Service is not protected by copyright rests with the Customer. Customer acknowledges that Profotos.com and/or third-party content providers remain the owners of the posted materials, and that Customer can not acquire any of those ownership rights by downloading copyrighted materials. Downloading of said copyrighted materials and files, including photographs, resources, text, graphics, is strictly forbidden and will result in immediate termination of Customer's account at Profotos.com. 6. Limitation Of Liability And Warranty CUSTOMER AGREES THAT USE OF THE SERVICE IS ENTIRELY AT CUSTOMER'S OWN RISK. PROFOTOS.COM SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE, INCLUDING WITHOUT LIMITATION THE PROFOTOS.COM SOFTWARE LICENSED TO THE CUSTOMER AND THE RESULTS OBTAINED THROUGH THE SERVICE. SPECIFICALLY, PROFOTOS.COM DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: 1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES; AND 2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT PROFOTOS ONLINE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER CUSTOMERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CUSTOMER. NEITHER PROFOTOS ONLINE NOR ANY OF ITS AGENTS, AFFILIATES OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. CUSTOMER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SERVICE. 7. Trademarks Profotos.com, is a trademark of Profotos.com. All other trademarks appearing on the Service are trademarks of their respective owners. 8. Notice Profotos.com may give notice to Customers by means of a general notice on the Service, electronic mail to Customer's e-mail address on record in Profotos.com account information, or by written communication sent by first class mail to a Customer's address on record in Profotos.com account information. You may give notice to Profotos.com (such notice shall be deemed given when received by Profotos.com at any time by any of the following): Electronic mail to support@profotos.com; Letter telecopied to Profotos.com at the following fax number: (937) 396-0587; Letter delivered by first class postage prepaid mail or courier to Profotos.com at the following address: Profotos.com 1250 W. Dorothy Lane Ste. 124 Kettering, OH 45409 9. Indemnification Customer agrees to indemnify and hold Profotos.com harmless from any dispute which may arise from a breach of terms of this Agreement. Customer agrees to hold Profotos Online harmless from any claims and expenses, including reasonable attorney's fees and court costs, related to Customer's violation of this Agreement, including the Rules of Conduct or any information, software or other content placed on the Service by Customer. 10. Termination Of Service User may terminate this Agreement and User's right to use the Service by sending a cancellation email to memberservices@profotos.com. Profotos.com may terminate your account or access rights to this Service at any time, without notice, for conduct that Profotos Online believes violates this Agreement or other policies or guidelines that Profotos.com has posted on a Profotos.com service. Profotos.com may terminate your account or access rights to this Service for online conduct that Profotos.com believes is harmful to other Customers, to Profotos.com business, or to other information providers. 11. Choice Of Law This Agreement shall be construed and controlled by the laws of the State of Ohio. Further, any dispute arising from the terms of this agreement or a breach of this Agreement will be governed by the laws of the State of Ohio. Customer agrees to personal jurisdiction by the state and federal courts sitting in the State of Ohio. 12. Merger Clause This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral between Profotos.com representatives and Customer. Profotos.com may amend or modify this Agreement or impose new conditions at any time upon notice from Profotos.com to Customer as published through the Service. Any use of the Service by Customer after such notice shall be deemed to constitute acceptance by Customer of such amendments, modifications or new conditions.