Terms & Conditions

Terms and Conditions of Use

August 2009

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE PROHIBITED FROM USING THE SITE OR ANY OF THE SERVICES.

The purpose of this website PhotoShelter.com (the "Site") owned and operated by PhotoShelter, Inc. (the "Owner") is to provide photographers with online access, display, printing and marketing of digital copies of their photographs. In addition, the Site may offer certain additional resources and services to be used in connection therewith (the "Services").

This Site and the content contained herein are intended for registered subscribers of the Site ("Subscribers") and for persons and entities ("Users") wishing to legally view and/or acquire certain rights in and to images and content offered by Subscribers through the Site.

You may not use this Site or the content contained herein for any purpose not expressly permitted herein.

REGISTERED USERS

In the event that a User wishes to purchase rights to an image or other material displayed on the Site for sale, such User (a "Registered User") will have to register with the Site by providing certain valid and true contact and personal information, as well as, by the time of purchase, providing valid credit card information. As a condition to becoming a Registered User and/or acquiring any rights in any of the Offered Content (as defined below), you hereby agree and acknowledge as follows: (i) any transaction that occurs with respect to the Offered Content is solely between you and the Subscriber posting such Offered Content, and (ii) neither the Site nor the Owner make any representations or warranties with respect to the ownership, copyright, trademark, infringement or other intellectual property rights associated with the Offered Content; and you hereby agree, (A) to indemnify the Site and the Owner against any cost, expense or other loss incurred by the Site or the Owner with respect to any claim of a third party that your use of the Offered Content violates their intellectual property rights and (B) to restrict your use of the Offered Content according to the terms and provisions contained in the applicable License Right Agreement posted on the Site at the time of your purchase for the category of rights purchased by you.

If you purchase rights to any Offered Content from the Site, you hereby authorize the Site and the Owner to reveal to the Subscriber and/or a Billing Service (as defined below) such portion of your registration information (including your credit card information) as is necessary or desirable to consummate such purchase. You hereby agree to indemnify the Owner and the Site against any cost, expense or other loss incurred by the Site or the Owner in connection with revealing such information; provided however you will have no obligation to indemnify the Owner or the Site if such cost, expense or loss is a direct result of the Owner's or the Site's gross negligence.

SUBSCRIBERS/CONTRIBUTORS

Subscribing. If you wish to store and display your images and other content on the Site as a PhotoShelter Personal Archive user, you will need to become a Subscriber by: (i) completing a registration form provided by the Site with certain valid and true contact and personal information, as well as, a valid credit card held by you ("Subscription Information"), (ii) selecting a plan which permits you to a certain amount of storage space ("Storage Allocation"), (iii) agree to the Site charging your credit card the then current subscription fee (including applicable taxes), as may be changed from time to time by the Site, for the Plan that you selected and (iv) agree to the site charging your credit card for fees for any other services (including applicable taxes) incurred on your account. You hereby acknowledge and agree that all of your Subscription Information is true and complete, and that you will update your Subscription Information on the Site regularly to keep it true and complete, (v) agree to be automatically re-billed at the frequency of the subscription plan that you selected (either monthly or annually).

Fees. As a Personal Archive Your subscription fee is not refundable. If you opt for annual billing, you agree to be billed in advance for the entire year in which you subscribe for the services. You may terminate your status as a Subscriber at anytime online or by notifying the Site at ps-support@photoshelter.com. In all cases, you will remain obligated to pay any fees for any Services or additional resources you incur prior to termination. IN THE EVENT OF ANY OUTSTANDING UNPAID BALANCE IN YOUR ACCOUNT UPON SUCH TERMINATION, YOU HEREBY AUTHORIZE THE OWNER AND/OR SITE TO COLLECT SUCH AMOUNTS BY CHARGING YOUR CREDIT CARD. The Site reserves the right to change the amount of, or basis for determining, any fees or charges for services it provides, and to institute new fees, charges, or terms effective upon prior notice to you.

If your payment cannot be processed or is returned for any reason, including insufficient funds, the Site reserves the right to immediately suspend and/or terminate your access and account, thereby terminating this Agreement and all obligations of the Owner and the Site hereunder. In such event, the Site will have no obligation to return any image, data or other information previously provided by the Subscriber to the Site.

You may elect to license your images online through PhotoShelter. For transactions that are consummated through the PhotoShelter cart:

  • You are the merchant of record and must use one of our authorized mechanisms to collect the funds at the point of sale (currently a merchant account or PayPal)
  • You agree to pay a sales activation fee according to our fee schedule (waived for Standard and Pro accounts) available at http://www.photoshelter.com/fees
  • You agree to pay PhotoShelter a fee of 10% (30% for Starter Accounts) of all sales transacted through the Site, which is applied to your monthly statement. In the event you choose to use one of our third party fulfillment partners, you will also be charged for the wholesale cost of printing and shipping, according to the fee schedule available at http://pa.photoshelter.com/mem/sales/price-wholesale

Bandwidth Utilization. As a Personal Archive Subscriber you are allowed a specific amount of free high-resolution transfer each month based on your account level. Billing months are calculated starting on the first day your Personal Archive subscription becomes effective; you will be billed for the first time exactly one month after this date. Transfers may exceed the allowed amount; in that case, on your next bill date you automatically will be charged a fixed fee, equal to your base fee, for each 1GB increment of additional transfers (fractions will be rounded up to the next GB). Unused bandwidth does not carry forward to the next month. Posting. As a Personal Archive Subscriber, you will be entitled to upload, post, distribute or disseminate (collectively, "post") images and other content and material (the "Posted Content") on the Site, subject to your Storage Allocation. In connection with the operation and promotion of the Site, you agree that the Site has the right to copy, cache, publish, display, distribute, translate and store the Posted Content on the photoshelter.com website. You hereby represent and warrant that you have the right to grant the Site the rights set forth above.

Posting. As a Personal Archive Subscriber, you will be entitled to upload, post, distribute or disseminate (collectively, "post") images and other content and material (the "Posted Content") on the Site, subject to your Storage Allocation. In connection with the operation and promotion of the Site, you agree that the Site has the right to copy, cache, publish, display, distribute, translate and store the Posted Content on the photoshelter.com website. You hereby represent and warrant that you have the right to grant the Site the rights set forth above.

Posted Content for Sale. As a Personal Archive Subscriber, you may elect to offer a portion or all of your Posted Content (your "Offered Content") for sale to other Users. In order to post Offered Content as a Subscriber, you will need to obtain a merchant account from one of the billing services supported by the Site (each a "Billing Service"). The Billing Services supported by the Site may be changed from time to time at the sole discretion of the Site, upon prior notice to you. PhotoShelter prohibits the use of Contributor and Subscriber contact information obtained from the Site to complete transactions outside of the Site.

With respect to each image contained in your Offered Content you will need to select from a list provided by the site the category of rights being offered for sale and the price for each such category of rights. YOU HEREBY ACKNOWLEDGE AND AGREE THAT ANY PURCHASE OR SALE MADE OVER THE SITE WILL BE BETWEEN YOU AND THE PURCHASER OF SUCH OFFERED CONTENT AND THEREFORE NEITHER THE SITE NOR THE OWNER WILL BE A PARTY TO ANY SUCH TRANSACTION AND YOU HEREBY AGREE TO INDEMNIFY THE SITE AND THE OWNER AGAINST ANY COST, EXPENSE OR LOSS ASSOCIATED WITH SUCH TRANSACTION

Termination. Upon termination of your status as a Personal Archive Subscriber, you may request that a copy of your Posted Content be transmitted to you via CD-Rom or other storage media which is at such time supported by the Site for a fee. As a condition to receiving such copy of your Posted Content: (i) you must satisfy the entire outstanding balance on your account with the Site, (ii) pay any fees or other expenses charged by the Site at the time of such termination for creating and distributing such copy of your Posted Content (the amount of such expenses and fees will be posted on the Site and will be subject to change at the sole discretion of the Site), and (iii) not be in violation of any of the terms and conditions contained herein, including the conditions set forth under "Subscriber Obligations" set forth below.

IDEA SUBMISSIONS

Many of our Users and Subscribers are interested in submitting ideas for products and services now or to be available at the Site. We appreciate such interest in improving the Site; however, please note that, if you intend to own any rights (including copyright, patent, trade secret, trademark, and contractual rights) in any idea you submit, then you must submit the idea (1) in an email sent through the "Contact Us" function on the Site that (2) contains the subject line "Idea Submission," (3) describes ONLY the general application of the idea, and (4) expressly states your intention to own rights in the idea. If we believe that there is opportunity for the idea to be pursued, we will contact you. By submitting any idea except in the manner specified above to the Site, the Owner, or any of their employees or agents, you automatically forfeit any and all rights in the idea, and the idea automatically becomes the property of the Owner.

SITE OPERATION

The Owner will use reasonable efforts to ensure that the Site and Service is available 24 hours a day 7 days a week. However, from time to time PhotoShelter may be required to purge the Site of images to maintain the operation of the Site, during which time we may remove content from the Site in our sole discretion. Additionally, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by the Owner to minimize such disruption where it is within the Owner's reasonable control. YOU AGREE THAT NEITHER THE OWNER NOR THE SITE WILL BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SITE OR SERVICE(S).

The Owner makes no claim that the Site may be lawfully viewed or that content may be downloaded outside of the United States. Access to the content may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.

USER AND SUBSCRIBER OBLIGATIONS

As a condition to being a User and/or Subscriber, you expressly agree as follows:

1) Under no circumstances will you use the Site or Services to: (i) violate any federal, state, local or international law or to otherwise engage in any unlawful purposes, (ii) upload, post, order for print, email or otherwise transmit or communicate any material that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, abusive, harmful, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable, (iii) upload, post or otherwise transmit or communicate any material that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trade mark, patent or other intellectual property right or any moral right of any party, (iv) harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct, (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service, (vi) upload, post or otherwise transmit any material which is likely to cause harm to the Site, Service or anyone else's computer systems, including but not limited to that which contains any virus, code, worm, data or other files or programs designed to damage or allow unauthorized access to the Site which may cause any defect, error, malfunction or corruption, (vii) send unsolicited e-mails, bulk mail, spam or other materials to users of the Site or any other individual, (viii) harass, threaten, stalk or abuse any person or party, including other users of the Site; (ix) invade the privacy of others, or to collect and use an individual's personal and private information or to gain or attempt to gain unauthorized access to other computer systems via the Site, (x) create a false identity or to impersonate another person, or (xi) post any false, inaccurate or incomplete material or delete or revise any material that was not posted by you.

You acknowledge and agree that you are solely responsible for the form, content and accuracy of any Posted Content. Under no circumstances shall any image, information or other data posted by you: (i) violate, infringe or otherwise interfere with any copyright or trademark of another party, (ii) reveal any trade secret, unless you own the trade secret or have the owner's permission to post it; (iii) infringe on any intellectual property right of another or on the privacy or publicity rights of another; (iv) be unlawful, obscene, pornographic, sexual, indecent, defamatory, threatening, harassing, abusive, hateful or embarrassing to another user or to any other person or entity; (v) contain a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or (vi) remain posted after you have been notified that such image violates any of sections (i) to (v) of this paragraph.

These conditions are only the minimum level of conduct that is expected at the Site. You are requested to use common sense and be considerate towards other users. The Site reserves the right to, at its discretion, suspend or terminate your right to use the services provided on the Site, if you violate the aforementioned rules of conduct or engage in other offensive conduct. No refund of fees or other amounts will be made if you violate or breach any of the Terms and Conditions.

PRIVACY

Please review our Privacy Policy, which governs the use of personal information on the Site and to which you agree and consent to be bound as a user of the Site.

LICENSE AGREEMENT

Please review the forms of License Right Agreement. In the event that you purchase or sell any Offered Content, your purchase or sale (as the case may be) will be subject to the terms and conditions contained in the applicable License Right Agreement for the category of rights purchased or sold by you, as posted on the Site at the time of your purchase or sale.

POSTED CONTENT & OFFERED CONTENT

The Site acts as a passive conduit for the archival, display and sale of digital images, information and other data and has no obligation to screen or monitor such images, information or data for any purpose. However, if the Owner or the Site becomes aware of or has reason to believe that you are violating the terms and conditions contained herein or elsewhere on the Site (including without limitation the requirements set forth under the section entitled "Subscriber's Obligations" above), the Owner and/or the Site may take any one or more of the following actions at its sole discretion:

1. Remove and/or delete any image, data or other information that the Owner or Site believes is in violation or non conformity with the terms hereof,

2. Suspend and/or terminate your status as a User, Registered User and/or Subscriber with the Site and/or Services

3. Pursue any other remedy or relief available to the Owner and/or site under equity or law

In the event that the Owner and/or Site elects to take any of the actions set forth in items 1 or 2 above, you will have no right to receive any refund of fees or payments and the Owner and the Site will have no obligation to return such image(s) or provide you with a copy of your Posted Content as provide above. YOU HEREBY CONSENT TO SUCH REMOVAL AND/OR DELETION AND WAIVE ANY CLAIM AGAINST THE OWNER AND/OR SITE FOR SUCH REMOVAL AND/OR DELETION.

If you believe that content residing on the Site infringes a copyright, please see our Copyright Policy

PASSWORDS AND SECURITY

Upon becoming a Subscriber or a Registered User, you will create a password. You are solely responsible for any use of or action taken under your password on the Site. Your password may be used only to electronically authorize transactions, review information regarding potential and completed transactions and otherwise access and use the Site in accordance with these Terms and Conditions. You are solely responsible for maintaining the confidentiality and security of your password, and you hereby agree not to disclose your password to any third party (other than third parties authorized by you to use your account). You accept full responsibility for all transactions and other activity placed or conducted through your account and agree to and hereby release the Site and Owner from any and all liability concerning such transactions or activity. You agree to notify the Site immediately of any actual or suspected loss, theft or unauthorized use of your account or password. The Site has no obligation to inquire as to the authority or propriety of any use of or action taken under your password and will not be responsible for any loss to you arising from any such use or action or from your failure to comply with the above. The Site will take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but expressly disclaims any and all liability for the accessing of any such data or communications by unauthorized persons or entities.

OWNERSHIP

All material and content contained on the Site (other than Posted Content) and including, but not limited to graphics, images, logos, articles, videos, animations, audio and digital clips, photographs, illustrations, icons, the compilation of all content on the Site, are the property of the Owner and/or third parties and is protected by United States and international laws. All trademarks, service marks, and trade names are proprietary to the Owner and/or third parties. No material from the Site other than your Posted Content or Posted Content purchased by you through the Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. In the event you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by the Owner or third party licensors for your personal, noncommercial use only. In no event shall title of the Software be transferred to you. You may own the Posted Content on which the Software is recorded, but we (or third party licensors) retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

TERMINATION

The Site reserves the right to reject, suspend or terminate your status as a User, Subscriber and/or Contributor and prohibit your access to and use of all or any portion of the Site at any time and for any reason, in its sole discretion. In the event of such termination, the Site's and Owner's sole obligation to you will be to refund the pro rata unused portion of your subscription fee and Bandwidth Subscription base fee, if any, less any accrued and unpaid fees incurred on your account. Termination of your access to and use of the Site shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to the Owner or the Site, including without limitation all indemnification obligations contained herein.

MODIFICATIONS/ADDITIONS

The Site may modify these Terms and Conditions or any of the policies or guidelines governing the Site, at any time and in its sole discretion, by posting the modified Terms and Conditions or other policies and guidelines on the Site. The modifications shall be effective upon such posting (unless some other date is specified in the posting, in which case that date shall be deemed the effective date for the modifications). You agree to review these Terms and Conditions periodically so that you are aware of any modifications. Your use of the Site indicates your full acceptance of the Terms and Conditions in their then-current form each time you use the Site. You agree that the notice provisions provided in these Terms and Conditions are reasonable. You may not modify these Terms and Conditions or any of the policies or guidelines governing the Site without the Owner's express prior written consent.

From time to time, the Site may offer certain Services (directly or in conjunction with third parties) that require you to agree to additional terms and conditions ("Supplemental Terms and Conditions"). In such an event, the Site may either: (i) present such Supplemental Terms and Conditions to you for approval through a "click wrap" approval or (ii) post such Supplemental Terms and Conditions on the Site. In either case, the Supplemental Terms and Conditions will be deemed to be an integral part of these Terms and Conditions and your use of such Services will be deemed as acceptance and agreement to the Supplemental Terms and Conditions.

THIRD PARTY WEBSITES

Users of the Site may gain access from the Site to third party sites on the Internet through hypertext or other computer links on the Site. Third party sites are not within the supervision or control of the Owner or the Site. Unless explicitly otherwise provided, neither the Owner nor the Site: (i) make any representation or warranty whatsoever about any third party site that is linked to the Site, (ii) endorse the products or services offered on such site. The Owner and the Site disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against the Site or the Owner with respect to such sites and third party content.

DISCLAIMER OF WARRANTIES

ALTHOUGH THE OWNER AND SITE WILL MAKE REASONABLE EFFORTS TO STORE AND PRESERVE THE MATERIAL ARCHIVED ON THE SITE, NEITHER THE OWNER NOR THE SITE IS RESPONSIBLE OR LIABLE IN ANY WAY FOR THE FAILURE TO STORE, PRESERVE OR ACCESS POSTED CONTENT OR OTHER MATERIALS YOU TRANSMIT OR ARCHIVE ON THE SITE. YOU ARE STRONGLY URGED TO TAKE MEASURES TO PRESERVE COPIES OF ANY DATA, MATERIAL, CONTENT OR INFORMATION YOU POST OR UPLOAD ON THE SITE. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UPS OF YOUR POSTED CONTENT.

THIS SITE AND THE MATERIAL PROVIDED THEREIN IS PROVIDED ON AN "AS IS" BASIS. PHOTOSHELTER DOES NOT REPRESENT OR WARRANT THAT THE MATERIAL PROVIDED WILL BE UNINTERRUPTED OR ERROR-FREE. PHOTOSHELTER IS NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENT OF OTHER SERVICES THAT MAY BE LINKED TO THE WEBSITE OR THE INACCURACY OR INCOMPLETENESS IN TUTORIALS OR OTHER INSTRUCTIONAL CONTENT ON THE SITE, SEARCH RESULTS OR RATINGS OF CONTENT ON THE WEBSITE, OR THE IMPACT OF SEARCH RESULTS OR RATINGS ON SALES. ANY TUTORIALS PROVIDED BY THE WEBSITE SHOULD NOT BE USED AS A SUBSTITUTE FOR ADVICE FROM A QUALIFIED LEGAL OR OTHER PROFESSIONAL. THE OWNER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, THE SERVICES, INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE SITE OR SERVICES WILL (I) BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) BE FREE FROM ERRORS OR THAT DEFECTS WILL BE CORRECTED, (IV) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. USE OF THIS SITE IS AT YOUR OWN RISK. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM OWNER OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE FULLEST EXTENT ALLOWED BY LAW, THE OWNER DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL OR SERVICES PROVIDED ON THIS SITE. BY USING THIS SITE, YOU ACKNOWLEDGE THAT THE OWNER IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SITE; (2) DOWNLOADING INFORMATION CONTAINED ON THE SITE INCLUDING BUT NOT LIMITED TO DOWNLOADS OF POSTED CONTENT WITHOUT PAYMENT IN VIOLATION OF THESE TERMS AND CONDITIONS ; (3) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF THE POSTED CONTENT; (4) THE TEMPORARY OR PERMANENT INABILITY TO ACCESS OR RETRIEVE ANY POSTED CONTENT FROM THE SITE, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM; (5) FALSIFICATION OF RELEASE FORMS PROVIDED ON THE SITE; (4) STATISTICS PROVIDED TO YOU OR USERS OF THE SITE INCLUDING BUT NOT LIMITED TO SITE ACTIVITY, SEARCH RESULTS, AND IMAGE VIEWS, (5) CONTENT POSTED IN ANY FORUM OR COMMUNITY AREA OF THE SITE; (6) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF POSTED CONTENT.

YOU FURTHER ACKNOWLEDGE THAT THE OWNER DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS THAT THE RESULTS OBTAINED FROM USE OF THE SITE WILL MEET YOUR EXPECTATIONS OR WILL BE SATISFACTORY IN ANY WAY.

SOME JURISDICTIONS DO NO ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE AFOREMENTIONED DISCLAIMERS, RELATED TO IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

LIMITATION ON LIABILITY

TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER THE OWNER, THE SITE NOR THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR MEMBERS BE LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER THAT RESULT FROM USE OF (OR INABILITY TO USE) THE SITE OR SERVICES, INCLUDING BUT NOT LIMITED TO: (1) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (2) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, POSTED CONTENT OR OTHER INTANGIBLES; (3) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF SITE, ERRORS OR OMISSIONS; (4) DAMAGES RELATED TO DOWNLOADING INFORMATION, POSTING INFORMATION; AND (5) DAMAGES RESULTING FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER CONTAMINATION OR DESTRUCTIVE PROGRAMS. THE OWNER'S AND THE SITE'S COLLECTIVE LIABILITY SHALL BE LIMITED TO THE GREATER OF THREE HUNDRED UNITED STATES DOLLARS OR THE UNUSED PORTION OF YOUR SUBSCRIPTION FEE IN ANY JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES.

INDEMNITY

You agree to indemnify, defend and hold harmless the Site, Owner and their affiliates, directors, officers, employees, agents, shareholders, members, affiliates and partners from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable legal fees and expenses) arising from or relating to (i) your use of the Site and/or any material or content you submit, download, post or transmit through the Site; (ii) your breach of these Terms and Conditions or any representation, warranty or covenant made by you herein; or (iii) your violation of any applicable law, statute, ordinance, regulation or any third party's rights, including but not limited to, copyright infringement, harm to a third party's trademark or other intellectual property rights, or any claim of defamation, libel or slander. This obligation survives indefinitely the termination and/or expiration of these Terms and Conditions and/or your status as a User, Registered User and/or Subscriber.

APPLICABLE LAW

Any disputes arising out of or relating to these Terms and Conditions or use of the Site shall be resolved in accordance with the laws of the State of New York, without regard to its conflict of law rules. You hereby consent to the exclusive jurisdiction of the Southern District of New York or any New York State court located in the County of New York, New York in all disputes arising from or relating to these Terms and Conditions or your access to or use of the Site and/or Services.

ENTIRE AGREEMENT

These Terms and Conditions (including the Privacy Policy, the Content Contributor Agreement (if applicable), the applicable License Rights Agreement (if any) and Supplemental Terms and Conditions (if any)), as modified from time to time, constitute the entire agreement between you, the Site and the Owner with respect to the subject matter hereof. These Terms and Conditions replace all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof.

ASSIGNABILITY

These Terms and Conditions will be binding on and will inure to the benefit of the legal representatives, successors and assigns of both parties. The Owner may assign these Terms and Conditions in whole or in part at any time without your consent. You may not assign these Terms and Conditions or delegate any of your obligations hereunder.

NOTICE TO COMPANY

Any notice to the Site that is required or permitted by these Terms and Conditions shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to ps-support@photoshelter.com or when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to, 33 Union Square West; 2nd Floor; New York, NY 10003.

MISCELLANEOUS

No failure of the Owner or Site to enforce any of its rights under these Terms and Conditions will act as a waiver of such rights.

If any portion of any provision of these Terms and Conditions is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these Terms and Conditions shall remain in full force and effect. Headings used in these Terms and Conditions are for convenience only and have no legal or contractual significance.

Copyright Policy

PhotoShelter has adopted the following policy toward copyright infringement with respect to the Site in accordance with the Digital Millennium Copyright Act, a copy of which is located at http://lcweb.loc.gov/copyright/legislation/dmca.pdf. The address of PhotoShelter's Designated Agent to Receive Notification of Claimed Infringement (the Designated Agent) is listed at the end of this Copyright Policy.

PhotoShelter will (1) disable access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any Subscriber or Contributor to the Site; and (2) terminate the account and access to the PhotoShelter service of any repeat offender. This policy applies to all aspects of all services provided by PhotoShelter via the Site.

Reporting Copyright Infringements.

If you believe that content residing or accessible on the Site infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent:

    1.Identification of the work or material being infringed.

    2.Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that PhotoShelter is capable of finding and verifying its existence.

    3.Contact information about the notifying party (the Notifying Party), including name, address, telephone number and e-mail address.

    4.A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.

    5.A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.

    6.The Notifying Party's physical or electronic signature.

Responding to Complaints.

After notification of an alleged infringement is received by the Designated Agent:

    1.PhotoShelter will remove or disable access to the allegedly infringing material.

    2.PhotoShelter will then immediately notify the member responsible for the allegedly infringing material (the Offending Member) that it has removed or disabled access to the material.

    3.If the Offending Member is a repeat offender, PhotoShelter will immediately terminate such member's account and access to the Service in addition to removing the infringing material.

Designated Agent to Receive Notification of Claimed Infringement.

PhotoShelter, Inc.

33 Union Square West

2nd Floor

New York, NY 10003

Attn:Copyright Agent

Email:legal@photoshelter.com

PhotoShelter® is a registered trademark of PhotoShelter, Inc. Reg. U.S. Pat. & Tm. Off.