Introduction These Terms of Service describe the way in which you ("the Professional Photographer") may use the DigiproofsTM Service (the "Service"), and the way in which Digiproofs, Inc. will operate the Service. In this Agreement, "Digiproofs" means Digiproofs Service, its subsidiaries that participate in offering the Service, or its agents, employees, contractors, or others authorized by Digiproofs, Inc.

Definitions
The following are definitions of terms that we refer to in our Terms of Service.

Service: The Service consists of the features, functions, services, and content provided by Digiproofs, as well as the features, functions, services, and content provided by third parties and accessible through the Service.

Users: Posting an event is limited to Members authorized by Digiproofs. Anyone using the Service to view an event is referred to as a "User."

Member Name: A "Member Name" is a unique identifying name, number, or combination of name and number assigned to an account and used to access the Service.

Password: A "password" is a unique series of letters or numbers adding additional security to access your account. A password is also assigned to each event allowing only those Users with the password to view that event.

Members: A "Member" is a person (i) who is at least 18 years of age, (ii) who is legally capable of agreeing to, and has agreed to, the Member Agreement and these Terms of Service (iii) and whose name, e-mail address, and account information have been provided to Digiproofs and are recorded on Digiproofs records as the person responsible for a particular Digiproofs user account.


Modifications/Changes to Agreement of Service
Digiproofs may change the Member Agreement or Terms of Service at any time. Digiproofs will notify you of the change either via e-mail, or through a notice published on the Service. By accessing the Service after a notice of a change has been published, you are agreeing to be bound by the change. If you do not agree to a change, you must terminate your membership as explained below. Digiproofs may discontinue or revise any or all other aspects of the Service at its sole discretion and without prior notice.


Effective Date
These Terms of Service will become effective on the date you agree to it by signifying your agreement to the Member Agreement where provided, and completing all of the membership information required on the Member Registration Form.


Termination
By Member: You may terminate the Member Agreement at any time. Termination of the Member Agreement also terminates these Terms of Service. To terminate the Member Agreement, you must notify Digiproofs by sending e-mail to service@digiproofs.com. After receipt of your termination notice, Digiproofs will terminate your account.

By Digiproofs: Digiproofs may terminate the Member Agreement at any time in the event of a breach of this Agreement by Member or anyone accessing the Service using Member's Member Name. Digiproofs, at its sole discretion, may also terminate this Agreement at any time without cause, and may suspend access to the Service with or without notice, to any User.

Continuing Obligations After Termination: Termination or suspension of an account does not relieve you of any obligations you have accrued, including payment of any charges due in connection with an account. You are responsible for payment of all such charges.


Payment
Fees / Charges / Taxes: Fees for Digiproofs products and services shall be determined by Digiproofs price list which may be amended from time to time. Member is responsible for payment of all fees, charges, and taxes accrued on Member's account under this Agreement. All fees and charges will be at the rates in effect at the time the charges were incurred. Charges incurred under this Agreement may include charges related to use of the Service, as well as charges related to goods and services provided by third parties but acquired through the Service. Member will not be entitled to any credits, rebates, or refunds for times when the Service is down or otherwise unavailable.

Professional Photographer membership fees: Digiproofs has an annual membership fee which allows photographers to host events on Digiproofs site. If the Member's account is terminated as provided above, Digiproofs will not refund unused or pro-rated membership fees.

Cost of ancillary computer equipment and services: Member is responsible for and must provide all computer, telephone and other equipment and services necessary to access the Service. In addition, Member is responsible for any access charges incurred through on-line services, telephone companies, or Internet service providers used in obtaining access to the Service.

Payment Terms: All charges incurred for use of the Service will be paid at the time the product or services are purchased. If at any time a credit card charge is refused, Digiproofs may, at its sole discretion, immediately suspend or terminate this Agreement, but Member will still be responsible for all charges incurred. If any payment due is not made by the Member, Digiproofs may, in addition to its other remedies, at its sole discretion and without notice to the Member, (a) suspend its performance under this Agreement and the Member's access to and use of the Service, or (b) terminate this Agreement and Member's access to and the use of the Service.

Pricing, product availability and offers are subject to change without prior notice. We reserve the right to make changes without notice due to market conditions, manufacturer or supplier product discontinuation, or typographical, photographic or technical errors in on-line or print advertising.

Fraudulent credit card use: Should an order be purchased with a stolen credit card or a customer refuses payment causing a charge back transaction the member is responsible for the order amount. The amount of the fraudulent charge will be deducted from the next months' payment cycle.


Member Responsibilities
Use of Services: Events remain online for 90 day from the date the event was published (visible to Users). Events may be extended beyond 90 days for a fee should the Member request it. Member must notify the Digiproofs Customer Assistance Center promptly by e-mail (service@digiproofs.com) or telephone regarding the theft or loss of any Member Name or password.

Copyright and Other Legal Compliance: Members retain all rights in any material uploaded to the Service by Member or others authorized by User. No copyrighted material may be placed on the Service by anyone without the permission of the copyright owner, or persons authorized by the copyright owner to grant permission. You are responsible for obtaining the necessary permission before permitting any copyrighted material that belongs to others to be placed on the Service. Users may not download any digital photographs for personal. All Photographs are considered copyrighted by the uploading Member.

Prohibited Activities: You may not upload, or permit others to upload, material to the Service if that material (i) infringes or violates the rights of others, (ii) is, or may be perceived by Digiproofs or other likely recipients as, defamatory, deceptive, misleading, abusive, profane, offensive, sexually explicit, or inappropriate, (iii) contains any virus or other content that may damage the Service, the network, or any other User's equipment or software, or (iv) violates any laws, rules, or regulations of any governmental or other administrative organization having authority over the Service, Digiproofs, or Users.

Except as permitted under this Agreement, you may not reproduce, distribute, transmit, publish, transfer, or commercially exploit any material available on or through the Service.

Member acknowledges that it is Digiproofs policy to cooperate with law enforcement agencies investigating illegal or improper activities relating to the Service.

Grant of Limited License to Digiproofs: Members agree that Digiproofs is granted only a limited non-exclusive, royalty-free, worldwide license, with the right to reproduce, distribute, transmit, display any materials and other information you submit to the Service (the "Submitted Materials") only for the purposes of (i) display on the user's personal sites and (ii) production of personalized photo finished products or reprints ordered by members or their guests. Digiproofs disclaims ownership of "Submitted Materials" and will not resell or otherwise convey these rights to any third party. You also grant to Digiproofs the right to use your name in connection with the Submitted Materials.

General Copyright Information: The entire content of the Service is copyrighted by Digiproofs, Inc. as a collective work under the United States Copyright laws. The copying, reproduction, or publication of any part of the Service including client software, unless expressly authorized in writing by Digiproofs is prohibited.

Backup Copies of Images and Other Material: The Service is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although Digiproofs takes reasonable precautions to preserve and protect the material you may upload to the Service, you should not rely on the Service as your only source for the material you provide. You should backup copies of any digital information you have u ploaded or authorized others to upload to the Service.


Warranty / Disclaimer / Limitation of Liability
Member acknowledges that use of the Service is at Member's sole risk. The Service is not warranted to be error free or uninterrupted, and there is no warranty as to the results obtained through use of the Service. The Service is made available on an AS IS basis. Digiproofs may, at its discretion, but shall not be obligated to, provide support for the Service and related Digiproofs software and tools.THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SERVICE. Neither Digiproofs nor anyone else involved in creating, producing, or delivering the Service, or any services accessible through the Service, will be liable for any direct, incidental, special or consequential damages arising out of this Agreement. In no event will the liability of Digiproofs for any breach of this Agreement exceed the total charges incurred by a User in the month preceding the date the claim for breach arose. The provisions of this Section will survive termination of this Agreement.


Indemnification
You agree to indemnify, defend and hold harmless Digiproofs against all damages, claims, liability, costs, and expenses, including but not limited to reasonable attorneys fees, arising out of violation of any of the provisions of this Agreement by you or anyone accessing the Service under your account.


Entire Agreement
The Member Agreement and these Terms of Service constitute the entire agreement (collectively "Agreement") between Digiproofs and Member with respect to the Service and supersede all other communications.


Miscellaneous Provisions
3rd Party Beneficiaries: The provisions of this Agreement are for the benefit of Digiproofs and its service providers, licensors, employees, and agents; and each may assert and enforce those provisions directly on its own behalf.

Governing Law / Venue / Jurisdiction: This Agreement shall all be governed and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in California, and that any legal action or proceeding between Digiproofs and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in California. Any cause of action brought by Member must be instituted within one year after the claim or cause of action has arisen. Digiproofs failure to enforce any provision of this Agreement shall not constitute a waiver of any provision or right.

Trademarks: Living Album Professional, Photo Drop Professional, Digiproofs are trademarks of Digiproofs, Inc. Third parties not affiliated with Digiproofs, Inc may own other trademarks and service marks appearing on the Service.