SOFTWARE LICENSE AGREEMENT AND TERMS OF SERVICE
Introduction. Welcome! Please read the following Software License Agreement and Terms of Service ("Terms") carefully before using the software that may accompany these Terms (as well as updates LifePics may furnish you from time to time) and documentation (the "Software"), any product or service provided to you by LifePics, any LifePics Partner Service that connects to LifePics, or any web site provided to you by LifePics, including but not limited to any web site with a LifePics domain or sub-domain ("LifePics.com") and the MotoPhoto-Cleveland ("MotoPhoto-Cleveland") online imaging web site (each a "Site" and collectively the "Sites"), as they contain the legal terms and conditions of an agreement ("Agreement") between you and LifePics that you agree to when you use the Software and any of the services provided to you by LifePics through the Sites (collectively, the "Services").
By accessing or using any of the Services you agree to be bound by the Terms of Section A and Section C which contain provisions applicable to all users of the Services, including casual visitors to the Sites. If you choose to register as a member of, make a purchase through and/or create an account on a Site or install the Software, you must also read and agree to be bound by the Terms set forth in Section B, in addition to the Terms of Section C, by clicking on the “I Accept” button set forth at the end of this Agreement.
For the purposes of this Agreement, "you" means you, the person using a Site, Product, or Service (including a Partner Service), and, if applicable, the person that agrees to the Terms in Sections B and C when registering for membership or creating an account ("Membership"), or using the Software, Product, or Service (including a Partner Service). You and any persons in your household that you authorize to use your Membership account are referred to in this Agreement as the "User." "LifePics," "we" or "us" means LifePics, Inc. "MotoPhoto-Cleveland" means the entity for which we are providing the Software, Sites, Products, and Services to you. "Partner Service" means any service provided by a third party entity that connects to a LifePics product, service, or web site. In the case of inconsistencies between these Terms and information included in off-line materials (e.g., promotional materials and mailers), these Terms will always govern and take precedence.
BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, LIFEPICS IS UNWILLING TO LICENSE THE SOFTWARE TO YOU OR ALLOW YOU TO USE THE PRODUCTS OR SERVICES (INCLUDING A PARTNER SERVICE), OR ACCESS THE SITES, AND YOU SHOULD CLICK ON THE “DO NOT ACCEPT” BUTTON BELOW TO DISCONTINUE THE INSTALLATION OR REGISTRATION PROCESS. IN SUCH CASE, UPON REMOVAL, DESTRUCTION AND/OR RETURN OF THE SOFTWARE, ANY AMOUNTS ALREADY PAID BY YOU SHALL BE REFUNDED BY LIFEPICS OR THE RETAILER FROM WHICH YOU PURCHASED THE SOFTWARE OR SERVICES.
SECTION A – TERMS APPLICABLE TO UNREGISTERED USERS OF THE SITES, PRODUCTS, SERVICES, or PARTNER SERVICES.
Availability. LifePics uses commercially reasonable efforts to ensure that the Services are available
24 hours a day 7 days a week. However, there will be occasions when the Services will be interrupted for
maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are
beyond the control of LifePics. LifePics will use reasonable commercial efforts to minimize such disruption
where it is within the reasonable control of LifePics. YOU AGREE THAT LIFEPICS SHALL NOT BE LIABLE TO YOU FOR
ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS
PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND. You are responsible for obtaining access to any
Services and that access may involve third party fees (such as Internet service provider or airtime charges).
You are responsible for those fees, including those fees associated with the display or delivery of
advertisements. In addition, you must provide and are responsible for all equipment necessary to access the
2. Trademarks. All brand, product and service names used in the Services
which identify LifePics, are proprietary marks of LifePics. All brand, product and service names used in the
Services which identify MotoPhoto-Cleveland are proprietary marks of MotoPhoto-Cleveland. All brand, product and service
names used in the Services which identify other entities and their products and services are proprietary marks
of such third parties. Nothing in the Services shall be deemed to confer on any person any license or right on
the part of LifePics, MotoPhoto-Cleveland or any third party with respect to any such image, logo or name.
3. Copyright. Unless otherwise stated in this Agreement or on a Site, LifePics is the owner of
all copyright and database rights in the Services and its contents. You may not publish, distribute, extract,
reuse or reproduce any such content in any material form (including photocopying or storing it in any medium by
electronic means) other than in accordance with these Terms.
4. Copyright, Other
Proprietary and Privacy Protection for Other Users’ Content on the Sites. LifePics hereby notifies you
that all the information, content, image files, software and materials on the Sites may be protected by U.S. and
international copyright and other intellectual property laws and by other applicable laws, including privacy
laws. You understand that LifePics is unable to provide you with permission to copy, display or distribute
material for which you do not own the copyright or other intellectual property rights. You may not copy or
distribute such material without the written consent of the owner, and you are solely responsible for any
copyright or other intellectual property law violations that you may incur as a result of your activities on or
related to the Sites. LifePics does not provide you with permission to access and view any content provided by
other Users or third parties. LifePics has the absolute right to terminate your Membership account or exclude
you from the Sites if you use the Service to violate the intellectual property rights or other rights of third
parties. You agree to indemnify and hold LifePics harmless for any violation of this provision. By viewing the
Sites, you may be exposed to content that you consider to be offensive. You take sole responsibility for such
5. External Links. From time to time LifePics may provide links that will
take you to third party web sites. These links are provided for your convenience only. If you decide to access
linked web sites you do so at your own risk. LifePics does not endorse or take responsibility for the content on
other web sites or the availability of other web sites and you agree that LifePics is not liable for any loss or
damage that you may suffer by using other web sites.
6. Amendment of Terms. We reserve
the right to amend any Terms agreed to by you from time to time without notice. Your continued use of the Sites
constitutes acceptance of any amendments, additions, or modifications to this Agreement.
Contact. LifePics is located in Boulder, Colorado. Any questions, comments or suggestions, including
any report of violation of this Agreement should be provided to the Administrator as follows:
By E-mail: email@example.com
By Fax: (303) 413-1800
By Postal Mail: 5777 Central Avenue, Suite 120, Boulder, CO 80301 or
By E-mail: firstname.lastname@example.org
By Fax: N/A
By Postal Mail:
5714 Mayfield Rd, Lyndhurst, OH 44124
SECTION B – TERMS APPLICABLE TO REGISTERED USERS OF THE SITES AND USERS OF SOFTWARE, PRODUCTS, SERVICES, or PARTNER SERVICES
In consideration of your use of the Services, you represent and certify that you are of legal age to form a
binding contract and are not a person barred from receiving services under the laws of the United States or
other applicable jurisdictions. You also agree to: (a) provide true, accurate, current and complete information
about yourself as prompted by the Service's registration form (such information being the "Customer
Data") and (b) maintain and promptly update the Customer Data to keep it true, accurate, current and
complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or LifePics has
reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LifePics
has the right to suspend or terminate your Membership and refuse any and all current or future use of the
Service (or any portion thereof). To register as a User of the Service you must be 18 years or over. We request
that children under 18 not use the Sites without direct parental involvement.
of Terms. You agree that LifePics retains the right to amend these Terms and the Sites, including service
offerings and prices at any time, for any reason, and without notice, and the right to terminate the Sites or
any part of the Sites. You agree to review the posting of this Agreement (Terms of Service) periodically to be aware of such
changes. Your continued use of the Sites constitutes acceptance of any amendments, additions, or modifications
to this Agreement. Any amendments or modifications made by LifePics shall be prospective only. You will be bound
by all such modifications, whether or not you have notice thereof. If you have registered as a member and/or
created an account, we shall notify you of any material changes to these Terms by email sent to the address you
have provided to LifePics for your account. If you continue to use the Service once you have been notified of
the changes to these Terms, you will be deemed to have accepted those changes.
License. LifePics grants you a personal, limited, revocable, non-exclusive and non-transferable license to
use the Sites, including but not limited to the Services made available from the Sites and used in the operation
of the Sites. This license extends only to the non-commercial creation, storage and viewing of digital images
and other media items on the Sites and only pursuant to the Terms of this Agreement. This license is exclusive
to you and you may not sublicense the use of the Sites or provide, disclose, distribute, transfer, or otherwise
make available the Sites to any individuals or entities that LifePics has not specifically authorized to receive
access to your account on the Sites. LifePics expressly retains all ownership rights, title and interest in and
to all aspects of the Services and the Sites, including, but not limited to, all current and future patents,
copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Sites.
You may not modify the Sites, create derivative works of the Sites, or reverse engineer, reverse compile,
reverse assemble or do any other operation with the Sites that would reveal any source code, trade secrets,
know-how or other proprietary information. This license shall not be construed or interpreted as granting or
providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source
code or any other aspect of the Sites. You may not remove or modify any notice of confidentiality, trade secret,
trademark or copyright encoded or embodied in the Sites or displayed by, on, or in the Sites. You may use the
Sites and the Services only while these Terms remain in effect. Under no circumstances shall you have any rights
of any kind in or to the Sites or the Services after any termination or expiration of this Agreement for any
4. Software License. If you use the Software, then LifePics is willing to
license the Software to you only on the condition that you accept all of the terms and conditions of this
4.1 For LifeSync™ Software: Subject to the Terms of this Agreement,
LifePics hereby grants You a limited, non-exclusive, non-transferable, personal license to install, perform and
use the Software, in machine-readable form only, solely for your own personal, non-commercial use with the
applicable Service by a single user or on a single computer, all in accordance with the instructions,
specifications and documentation provided with the Software. You may make one (1) copy of the Software only for
backup and archival purposes, provided that you reproduce all copyright and other proprietary notices
that are on the original copy of the Software.
4.2 For LifeView™ Software:
Subject to the Terms of this Agreement, LifePics hereby grants you a limited, non-exclusive, non-transferable,
personal license to access, perform and use the Software, in machine-readable form only, solely for your own
personal, non-commercial use with the applicable Service by a single user or on a single computer, all in
accordance with the instructions, specifications and documentation provided with the Software.
4.3 Restrictions. You may not use or copy the Software, or any copy thereof, in whole or in
part, except as expressly provided in this Agreement. You may not modify, reproduce, create derivative works of,
distribute, sell, resell, lend, loan, lease, license, sublicense or transfer (except as expressly provided
herein) the Software or any portion thereof. You may not reverse engineer, disassemble, decompile, or translate
the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do
any of the foregoing, except to the extent allowed under any applicable law. The Software contains trade
secrets, trademarks, copyrights and embodies inventions which may be the subject of one or more patents or
patent applications owned by LifePics, and you shall maintain the Software in confidence. You shall not allow
any access to or use of the Software by anyone other than you, and any such use must be consistent with the
Terms of this Agreement.
4.4 Ownership. The Software is licensed, not sold, to you for
your use only under the Terms of this Agreement, and LifePics reserves all rights not expressly granted to you.
You own the media, if any, on which the Software is recorded, but LifePics retains ownership of all copies of
the Software itself.
4.5 Updates/Support. From time to time, LifePics may make new
releases, revisions or enhancements to the Software (“Updates”) available to you. Such Updates will
either (a) be available for you to download and install or (b) be updated automatically through the software.
5. Content License. LifePics does not claim ownership rights in any information,
data, text, software, music, sound, photographs, graphics, video, messages or other materials or content you
make available or use in connection with the Sites or the Services or used in connection with or managed by your
account (“Content”). As a condition to your use of your Membership account, you hereby grant to
LifePics a non-exclusive, royalty-free license to use, copy, distribute, and display such Content for the sole
purpose of enabling us to make your Content available through the Service and fulfilling any orders for you or
for those with whom you have shared your Content. Please note that when you share Content, you allow the
recipients to share and make photographic prints from that Content. You remain the owner of all Content that you
submit to the Service and as a condition of your use of the Sites and the Services, you represent and warrant to
LifePics that you are the owner of the copyright to Content you submit to the Service or that you have written
permission from the copyright owner to submit such Content. In addition, you warrant that all moral rights in
any Content have been waived. Your physical or electronic sharing of your images constitutes permission for
reprinting by the recipient. You agree to indemnify and hold LifePics harmless for any violation of this
6. Password. You will receive a password and Membership designation upon
completing the registration process for any of the Services. You are responsible for maintaining the
confidentiality of the password and Membership information, and are fully responsible for all activities that
occur under your password or Membership account. You agree to (a) immediately notify LifePics of any
unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from
your account at the end of each session. LifePics cannot and will not be liable for any loss or damage arising
from your failure to comply with this Section 5.
7. Pricing. The prices for the
Services provided on the Sites are posted on the Sites. All prices are subject to change without notice. You
agree to pay all applicable fees for all Services provided to you. For all Site access and subscription charges,
your credit card will be billed directly. Recurring charges are billed in advance of Service. Charges for film
processing, prints, enlargements, novelty items, and other products are separate from any subscription fees and
may be billed separately. You agree that your credit card may be charged directly for any service or processing
fees that allow you to view your images online. You agree to provide an automatic credit card payment
authorization, which will be used to charge for all Services provided to you. All prices are valid until altered
by us. Prices do not include delivery charges or any import duties that may be added by the order destination
country. Postage may be added to your order during the checkout process. In the event that you order products
and the price published on the Sites was incorrect, reasonable commercial efforts will be used to contact you to
let you know the correct price and ask you whether you still want your order fulfilled at the correct price. Any
dates specified for delivery of any products are intended to be an estimate only. You agree to reimburse
LifePics or MotoPhoto-Cleveland, as applicable, for all expenses incurred to recover sums due, including attorney
fees and other legal expenses in the event legal action is necessary to collect on balances due for
8. Payment Information. You will (a) provide accurate and complete billing
information including legal name, address, telephone number, and credit card or debit card billing information,
and (b) immediately report all changes to this information. If the contact information you have provided is
false or fraudulent, your access to the Services may be terminated and we may seek any other additional legal
remedies. Neither LifePics nor MotoPhoto-Cleveland will be responsible for any charges or expenses (e.g., for
overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed for Services. All charges
will be considered valid unless disputed by you in writing within thirty (30) days after the billing date. No
adjustments will be made for disputed charges made more than thirty (30) days after the billing date.
9. Late Payments; Taxes. Any amount that is not paid when due will accrue a late fee of one and
one half percent (1.5%) per month, or portion thereof, or the maximum rate permitted by applicable law,
whichever is less, on any outstanding balance from the due date until paid, and you agree to pay all such late
fees plus all expenses of collection. All fees are exclusive of all taxes, levies, or duties imposed by taxing
authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only taxes
based solely on income.
10.1 You may place Content
on the Sites only in accordance with the following limitations and you may NOT store any of the following
material on the Sites or obtain any such material using the Sites:
• Any threatening,
obscene, pornographic or profane material or any other material that could give rise to any civil or criminal
liability under applicable law. LifePics recommends you use an “adult-content” warning label when
pictures are being shared that include legal adult content;
• Any material that could infringe
rights of privacy, publicity or copyrights without the permission of the owner of these rights and the persons
(or their parents or legal guardians, where applicable) whose likenesses are displayed in the material;
• Any material sent from an anonymous or false address.
10.2 While LifePics does
not and cannot review all material on the Sites, and is not responsible for its content, LifePics reserves the
right to remove, delete, move or edit Content that it, in its sole discretion, deems abusive, defamatory,
obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise
10.3 LifePics will not be liable for the Content of any submission. You agree
to indemnify and hold LifePics harmless for any violation of this provision.
11.1 Online Storage. A benefit of Membership is the ability to store
photos in your online account. Subject to these Terms, as long as you are an active participant in the Service,
LifePics will offer free, unlimited storage, for non-commercial purposes, of your personal digital photos that
you upload to your account. Storage terms may change without notice. A condition of your storage of photos is
your “Active Participation” in the Service. Active Participation is defined as logging-in to your
account at least once every 6 months with no purchase requirements. If your Membership account is inactive for a
period of over 6 months, LifePics may remove and discard any Content, including all information, communications,
postings, albums, image files or any other content within the Service. LifePics may terminate your Membership
for any activity that in the sole opinion of LifePics or MotoPhoto-Cleveland constitutes an abuse of your Membership
or a violation of these Terms.
11.2 For LifeSync™ Software. Subject to the Terms of this agreement, as long as you are an active participant in the Service, LifePics will offer free, unlimited storage, for non-commercial purposes, of your personal images stored at screen resolution or up to 4x6” print resolution transferred to your account by the LifeSync software. A condition of your storage of photos is your "Active Participation" in the Service (as defined in the previous paragraph, Section 11.1). Transfer and storage of your personal, full-resolution size digital photos is available as a paid service. Your full-resolution digital photos will be stored for the duration of the paid service and all renewal periods. Following the duration of the paid service, your images will be stored for a 60 day grace period, which will allow you to renew the service. If you do not renew the service, your images will be deleted from your account after the sixty (60) day grace period. You will be notified via email when your paid service for full-resolution image storage has expired to allow you to renew the service. LifePics is not responsible or liable in any way for images deleted after the sixty (60) day grace period, nor is LifePics responsible for email or spam filters blocking correspondence with You. You are responsible to update your account with any personal information changes, including email and other contact information, and to maintain your account as active. The software does not transfer all file types; only specific file types are able to be transferred and stored in your online account.
12. Third Party Software
and Linking. Although we may make software, hyperlinks, and other products of third-party companies
available to you, your use of such products is subject to the respective terms and conditions imposed by the
third party owning, manufacturing or distributing such products, and the agreement for your use will be between
you and such third party. LifePics makes no warranty with regard to the products or website of any other entity.
LifePics has no control over the content or availability of any third-party software or web sites. In
particular, (a) LifePics makes no warranty that any third-party software you download or website you visit will
be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) LifePics
notifies you that it is your responsibility to become familiar with any website's privacy and other policies and
terms of service, and to contact that site's webmaster or site administrator with any concerns.
13. Monitoring of Content.
13.1 Your account with LifePics is available for
your personal, non-commercial use. You can allow other people to view selected Content. Shared Content will
require that you provide a license to your Content to others. You understand that LifePics can access your
account and provide access to third parties for the following reasons:
• We can remind you of
your password in case you forget it; if this becomes necessary, we send an e-mail upon your request to the
address from which you opened your account;
• To maintain the Sites and to develop new and
useful features and services;
• To follow a court order, subpoena, complaint or a lawful
request from governmental authorities.
13.2 You acknowledge that LifePics may not pre-screen
Content, but that LifePics and its designees shall have the right (but not the obligation) in their sole
discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing,
LifePics and its designees shall have the right to remove any Content that violates any part of these Terms or
is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any
Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard,
you acknowledge that you may not rely on any Content created by LifePics or submitted to LifePics.
13.3 Any Content discovered on a Site that is deemed in the sole discretion of LifePics to be in
violation of Title 18 of the United States Code, Sections 2251 et seq. may be reported and disclosed to
appropriate law enforcement agencies.
13.4 You acknowledge, consent and agree that LifePics
may access, preserve, and disclose your account information and Content if required to do so by law or in a good
faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal
process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties;
(d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of
LifePics, its users and the public.
13.5 You understand that the technical processing and
transmission of the Service, including your Content, may involve (a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices.
13.6 You understand that the Service and software embodied within the Service may include security
components that permit digital materials to be protected, and use of these materials is subject to usage rules
set by LifePics and/or content providers who provide content to the Service. You may not attempt to override or
circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further
distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly
14.1 You understand that all Content,
whether publicly posted or privately transmitted, is the sole responsibility of the person from which such
Content originated. This means that you, and not LifePics, are entirely responsible for all Content that you
upload, post, email, transmit or otherwise make available via the Service. LifePics does not control the Content
posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You
understand that by using the Service, you may be exposed to Content that is offensive, indecent or
objectionable. Under no circumstances will LifePics be liable in any way for any Content, including, but not
limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a
result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
14.2 You may not obtain or seek to obtain access to materials on the Sites for which your access is
not authorized, including materials belonging to other users. Any attempt to circumvent firewalls or other
security devices of the Sites is a violation of this Agreement. You agree to indemnify and hold LifePics
harmless for any violation of this provision.
15. Copyright Violations. Please click
on the following link to view LifePics’ Copyright Policy if you believe the copyright in your work has
been violated, which, by this reference, becomes a part of these Terms: Copyright Policy.
16. Suspension and Termination of Access and Membership.
reserves the right to suspend or terminate your account and use of the Sites and remove and discard any Content
including, but not limited to, any and all information, communications, postings, albums, image files or any
other materials on the Sites, at any time, without notice, for any reason, including but not limited to the
• Breach of these Terms, including policies, community guidelines or safety tips
set forth by LifePics elsewhere;
• Conduct that LifePics believes is harmful to other users of
LifePics or the business of LifePics or other third party information providers.
the generality of the foregoing, LifePics will terminate your Membership account if you repeatedly upload
Content that infringes on third-party copyrights. Upon termination of your Membership account, your right to use
the Sites and the Services will immediately cease. If you fail to delete your Content prior to termination or
suspension of your Membership account, LifePics may (but shall be under no obligation to) maintain such Content
following such termination or suspension. All provisions of this Agreement which by their nature should survive
termination shall survive termination, including, without limitation, ownership provisions, warranty
disclaimers, and limitations of liability.
16.2 Further, you agree that LifePics shall not be
liable to you or any third party for any termination of your access to the Sites.
LifePics reserves the right at any time and from time to time to modify or discontinue, temporarily or
permanently, the Service (or any part thereof) with or without notice. You agree that LifePics shall not be
liable to you or to any third party for any modification, suspension or discontinuance of the Service.
17. Privacy. It is the policy of LifePics and MotoPhoto-Cleveland to respect the privacy of
individuals who visit the Sites, make purchases, create accounts and/or provide comments to us. Addresses, names
and other identifying and contact information are collected from Users of the Sites in accordance with and
company or our assets are acquired by another company, that company will possess all information collected by us
you have any questions, comments, complaints or suggestions, including any report of violation of the Privacy
Policy you should contact LifePics at:
By Fax: (303) 413-1800
By Postal Mail: 5777 Central Avenue, Suite
120, Boulder, CO 80301
18. Disclaimer of Warranty. THE SERVICES, SOFTWARE, CONTENT
AND/OR MATERIALS AVAILABLE THROUGH THE SITES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS
AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. INCLUDING, BUT NOT LIMITED
TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY
WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN PARTICULAR, NEITHER LIFEPICS NOR
MotoPhoto-Cleveland MAKES ANY WARRANTY THAT THE SITES, INCLUDING THE SERVICES, WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR FREE, THAT THE SITES OR ANY SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE
SITES, INCLUDING THE SERVICES WILL BE AVAILABLE, OR THAT DATA OR IMAGES ENTERED ARE SECURE FROM UNAUTHORIZED
ACCESS. NEITHER LIFEPICS NOR MotoPhoto-Cleveland MAKES ANY WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES,
PROMOTIONS, OR THE DELIVERY OF ANY SOFTWARE, GOODS OR SERVICES, PURCHASED, ACCESSED OR OBTAINED THROUGH THE
SITES OR ADVERTISED THROUGH THE SITES. NO ADVICE OR INFORMATION GIVEN BY LIFEPICS, ITS EMPLOYEES OR AFFILIATES
SHALL CREATE A WARRANTY.
19. Indemnification. You agree to indemnify and hold
LifePics, and its subsidiaries, affiliates, officers, agents, co-branders or 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 Content you submit, post, transmit or make available through the Service, your use of the
Service, your connection to the Service, your violation of these Terms, or your violation of any rights of
SECTION C – TERMS APPLICABLE TO REGISTERED USERS AND UNREGISTERED USERS OF THE SITES, PRODUCTS, SERVICES, or PARTNER SERVICES
1. Limitation of Liability.
1.1 YOU ACKNOWLEDGE, BY YOUR
USE OF THE SITES, THAT YOUR USE OF THE SITES, INCLUDING THE SERVICES AND ANY SOFTWARE OR OTHER MATERIALS ON THE
SITES, AND ANY RELIANCE UPON IT, IS AT YOUR SOLE RISK, AND THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS
ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE
SITES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL LIFEPICS
OR MotoPhoto-Cleveland BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, DAMAGES THAT RESULT FROM THE
USE OR THE INABILITY TO USE THE SITES, INCLUDING ANY SOFTWARE OR SERVICES, DAMAGES FROM ANY CHANGES TO THE
SITES, INCLUDING ITS SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT,
EVEN IF LIFEPICS OR MotoPhoto-Cleveland HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT NEITHER
LIFEPICS NOR MotoPhoto-Cleveland SHALL HAVE ANY LIABILITY FOR ANY CONTENT PROVIDED BY YOU TO LIFEPICS. YOU
SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME, LOSS OF CONTENT, AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF
THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND
OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE
DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL CONTENT ABOUT YOURSELF IN YOUR USE OF THE SITES AND YOU AGREE TO
ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF
1.2 IF YOU ARE DISSATISFIED WITH THE SITES, SERVICES OR SOFTWARE, OR WITH ANY
OF THESE TERMS AND CONDITIONS, OR FEEL LIFEPICS HAS BREACHED THESE TERMS AND CONDITIONS YOUR SOLE AND EXCLUSIVE
REMEDY IS TO DISCONTINUE USING THE SITES, SERVICES AND SOFTWARE. THE TOTAL LIABILITY OF LIFEPICS AND
MotoPhoto-Cleveland TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS OR USE OF THE SITES,
SERVICES AND SOFTWARE SHALL NOT EXCEED THE GREATER OF EITHER THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICES
IN QUESTION OR ONE HUNDRED DOLLARS (US$100). IT IS THE INTENTION OF LIFEPICS, MotoPhoto-Cleveland AND YOU THAT THIS
PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE
1.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL,
CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
2.1 Applicable Law and Jurisdiction. You agree that regardless
of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the
Sites or this Agreement must be brought, if at all, within one (1) year from the accrual of the claim or cause
of action or be forever barred. This Agreement and any claims hereunder shall be governed by and subject to the
laws of the State of Colorado, without giving effect to any principles of conflicts of law.
No Resale of Services. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any
commercial purposes, any portion of the Service, use of the Service, or access to the Service.
2.3 Independent Contractors. No joint venture, partnership, employment, or agency relationship exists
between you and LifePics as a result of this Agreement or use of the Service.
Enforcement. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled
to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other
relief it may receive.
2.5 Force Majeure. LifePics will be not liable hereunder by reason of
any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots,
insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions,
earthquakes, material shortages or any other cause which is beyond LifePics’ reasonable control.
2.6 Waiver. The failure of LifePics to enforce any right or provision in this Agreement will not
constitute a waiver of such right or provision unless acknowledged and agreed to by LifePics in writing.
2.7 Construction. The headings of Sections of the Agreement are for convenience and are not to be
used in interpretation.
2.8 Assignment. You may not assign or transfer, by operation of law
or otherwise, this Agreement or any of your rights under this Agreement to any third party without
LifePics’ prior written consent. Any attempted assignment or transfer in violation of the foregoing will
be null and void. LifePics may assign this Agreement to any successor to its business or assets to which this
Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise.
2.9 Entire Agreement. This Agreement constitutes the entire agreement between you and LifePics and
governs your use of the Sites, superseding any prior agreements between you and LifePics. The failure of
LifePics to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such
right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be
invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions
as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
2.10 U.S. Government End Users. The Software is a “commercial item” as that term is
defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial
computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R.
12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only
those rights set forth therein.
2.11 Export Law. The Software and related technology are
subject to U.S. export control laws and may be subject to export or import regulations in other countries. You
agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to
obtain such licenses to export, re-export or import as may be required.
BY CLICKING ON THE
“ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE
TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS ABOVE, LIFEPICS IS UNWILLING TO LICENSE THE SOFTWARE
OR PROVIDE SERVICES TO YOU, AND YOU SHOULD CLICK ON THE “DO NOT ACCEPT” BUTTON BELOW TO DISCONTINUE
THE INSTALLATION OR REGISTRATION PROCESS. IN SUCH CASE, ANY AMOUNTS ALREADY PAID BY YOU FOR THE SOFTWARE OR
SERVICES SHALL BE REFUNDED BY LIFEPICS OR THE RETAILER FROM WHICH YOU PURCHASED THE SOFTWARE OR