TERMS OF SERVICE

Moments 4 Ever Inc. ("Moments4Ever") provides its Web Site and associated services to you conditioned on your acceptance without modification of the following Terms of Service ("TOS"). Your use of the Moments4Ever Web Site and its associated services constitutes your agreement to all terms, conditions, and notices contained herein. In addition, when using specific Moments4Ever services, you and Moments4Ever will be subject to any guidelines or rules applicable to these services that Moments4Ever may communicate to you or post from time to time. These guidelines or rules are considered included in the TOS.

1. DESCRIPTION OF SERVICE. Moments4Ever provides imaging professionals with internet-based services (the "Service"). The purpose of the Service is to enhance and extend the imaging professional's business. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including any new Moments4Ever services, will be subject to the TOS.

2. HOW TO ACCESS THE SERVICE. In order to use the Service, you must obtain access to the World Wide Web ("WWW"), either directly or through devices that access Web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the WWW, including a computer, and modem, or other access device.
You agree to use a browser that supports a data security protocol compatible with the protocol used by Moments4Ever. Until notified otherwise by Moments4Ever, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by Moments4Ever and follow Moments4Ever log-on procedures for Service that support such protocols.

3. YOUR REGISTRATION INFORMATION MUST BE ACCURATE, CURRENT AND COMPLETE. In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the sign up form to request more information and access to Service (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

You agree to provide Moments4Ever with your email address, promptly provide Moments4Ever with any changes to your email address and accept communications If you provide any information that is untrue, inaccurate, not current or incomplete, or Moments4Ever has reasonable grounds to believe such information is untrue, inaccurate, not current or incomplete, Moments4Ever has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

4. YOUR OBLIGATION TO PAY FEES. You agree to pay all membership, service, event, scanning, upload and use fees, if any, Moments4Ever charges you for your use of the Service. You agree to pay all costs (including attorney's fees), if any, incurred by Moments4Ever in collecting overdue fees from you, and pay a late charge on any overdue fees at a rate equal to the lesser of 1.5 % per month or the maximum rate allowed under applicable law. You also agree to pay all foreign, federal, state and local taxes applicable to your access, use or receipt of the Service.

Moments4Ever agrees to not charge you its membership service fee during the free trial preiod

5. ACCESS, PASSWORDS AND SECURITY. You will receive an account login and password upon completing the registration process and agreeing to the TOS. You are responsible for maintaining the confidentiality of your account and password, and are fully responsible for all activities that occur under your account. You agree immediately to notify Moments4Ever if you become aware of any loss, theft or unauthorized use of your account login and/or password.

6. COPYRIGHT POLICY, REPRESENTATION AND INDEMNITY. You represent and warrant that you have all right, title and interest in and to all copyrights in the photographs, or other materials ("Content") you submit to and/or use on the Service, or the express permission to use the content for all purposes related to the Service. You agree to indemnify us and hold us (including our suppliers and fulfillers) harmless from and against any and all losses, damages, costs or expenses, including reasonable attorney's fees, arising out of your breach of the foregoing representation and warranty or arising out of any claim by a third party that the Content (or use thereof) constitutes an infringement or other violation of such third party's copyright, intellectual property right or other rights. Your obligation to indemnify and hold us harmless shall survive any expiration or termination of the TOS.

7. CONTENT POLICY. You will not use, upload, post, submit, reproduce or distribute any Content that infringes or violates the copyright, intellectual or other property right, rights of publicity, privacy, trademarks, or trade secrets of any party.

You will not use the Service for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene, pornographic, discriminatory, hateful or threatening. Moments4Ever has no obligation to monitor the content submitted to or used on the Service. However, we (and our suppliers and fulfillers) reserve the right at all times to review the content, to disclose the content as necessary to satisfy any laws, regulations or government requests and to report any potential violations of law to law enforcement authorities, to refuse to post or transmit content, to remove content, and to refuse to perform any part of our service, that are, in our sole judgment and discretion (or in the sole judgment and discretion of our suppliers or fulfillers) objectionable or in violation of the TOS.

You will not submit, upload, post, email or otherwise transmit any material to the Service that contains software viruses or any other computer code, files, or programs that interrupt, destroy or limit the functionality of the Service or data stored by the Service.

Moments4Ever has no obligation to return to you any media used to submit Content, including, but not limited to, CD, Floppy disk, Zip disk, Jazz disk, prints, film, negatives, or proofs. You may request in writing that Moments4Ever return the Content media to you in a self addressed envelope with prepaid postage you provide. Moments4Ever will comply with such requests by returning the Content media in the provided envelope, after the Content has been transferred to the Service.

8. LICENSE AND OWNERSHIP OF WORK PRODUCT. Moments4Ever shall gain no ownership rights or interest in the Content submitted by you to the Service. You agree that in order to receive the benefits of the Service you grant Moments4Ever a limited, royalty free and non-exclusive license to use, adapt, transmit, store, copy, publish and display the Content solely in connection with the Service provided to you.

9. CONFIDENTIAL INFORMATION. You agree to hold Moments4Ever's Confidential Information in strict confidence and not to disclose such Confidential Information to third parties. Confidential Information shall mean all Moments4Ever related information that is disclosed to you through the Service or other contacts or sources that is not generally known in the Moments4Ever trade or industry and shall include, without limitation, (i) concepts and ideas relating to current, future or proposed products and services of Moments4Ever; (ii) trade secrets, drawings, know-how, inventions, software programs, and software source documents, (iii) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, business processes and models, budgets and unpublished financial statements, licenses and distribution agreements, prices and costs, suppliers and customers; (iv) existence of any business discussions, negotiations or agreements between the parties; and (v) any information regarding the skills and compensation of employees, contractors or other agents of Moments4Ever or its subsidiaries or affiliates.

10. SERVICE USE. You acknowledge that your right to use the Service is personal to you and/or the business you represent, as defined in your registration data, and that you will only use the Service for its intended purpose. You agree not to resell the Service, or make your account available to third parties, without the express written consent of Moments4Ever, and you agree to be fully liable for the use of your account including any unauthorized use of your account by a third party.

11. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MOMENTS 4 EVER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Moments4Ever MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) ANY ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOMENTS 4 EVER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

12. LIMITATION OF LIABILITY. IN NO EVENT WILL Moments4Ever BE LIABLE TO YOU OR ANYBODY ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES EVEN IF Moments4Ever HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE LIABILITY OF Moments4Ever ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE.

Moments4Ever shall not be liable for any loss resulting from a cause over which Moments4Ever does not have direct control, including, but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems, bugs, errors, configuration problems, or incompatibility of computer hardware or software, failure or unavailability of internet access; problems with internet service providers or other equipment or services relating to your computer, problems with intermediate computer or communications networks or facilities, problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. Moments4Ever is not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Service.

13. EXCLUSIONS AND LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. INDEMNITY. You agree to defend, indemnify and hold Moments4Ever harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of the TOS, state, or federal laws or regulations, or any third party's rights, including, but not limited to infringement of any copyright, violation of any proprietary right and invasion of privacy rights. This obligation will survive the termination of Service.

15. MODIFICATIONS TO OR DISCONTINUATION OF SERVICE. Moments4Ever reserves the right at any time to 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 Moments4Ever shall not be liable to you or to any third party for any modification, suspension, interruption, or discontinuance of the Service.

16. OUR ABILITY TO TERMINATE SERVICE. You agree that Moments4Ever, in its sole discretion, may at any time and without notice terminate your account login and password, or use of the Service (or any part thereof), and remove and discard any Content you submitted and used on the Service, for any reason, including, without limitation, for lack of use, or if Moments4Ever believes that you have violated or acted inconsistently with the letter or spirit of the TOS. Moments 4 Ever will have no obligation to return any Content to you. The Disclaimers and Limitations of liabilities set forth in the TOS shall survive any such termination.

17. THIRD PARTY LINKS. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Moments 4 Ever has no control over such sites and resources, you acknowledge and agree that Moments4Ever is not responsible for the availability of such external sites or resources, and does not endorse and is not liable for any content, advertising, products, services or other materials on or available from such sites or resources. You further acknowledge that Moments4Ever shall not be responsible or liable, directly or indirectly, for any damages or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such site or resource.

18. THIRD PARTY PRODUCTS AND SERVICES. Your correspondence or business dealings with, or participation in promotions of third parties, including advertisers, found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party or advertiser. You agree that Moments 4 Ever shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties or advertisers on the Service.

19. NOTICES. Notices to you from Moments4Ever may be made by email, regular mail, or by postings on your home page within the Service. Moments4Ever may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you on the Service.

20. MODIFICATIONS. Moments4Ever may modify the TOS at any time. Modifications will be posted on its website. You agree that you will confirm your acceptance of the modifications by not closing your account and/or by continuing to use the Service.

21. GENERAL PROVISIONS. The TOS constitute the entire agreement between you and Moments4Ever and govern your use of the Service, superseding any prior agreements between you and Moments4Ever with respect to subject matter contained in the TOS. For purposes of this TOS, "you" and "your" shall mean you, the imaging professional, and "we", "us", and "our" means Moments4Ever Inc. and its affiliates and subsidiaries. The TOS may only be modified or amended as set forth above in section 20 or otherwise in a writing signed by Moments 4 Ever and you. The TOS and the relationship between you and Moments 4 Ever shall be governed by the laws of the State of Georgia without regard to its conflict of law provisions. The failure of Moments 4 Ever to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS 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 TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The Section titles in the TOS are for convenience only and have no legal or contractual effect.