Please read this Terms of Use Agreement (the "Agreement") carefully. The Agreement governs your use of the PhotoPrice.ca Website (the "Website") and the services and goods provided through or in connection with the Website (collectively, the "Service"). Each time you use the Service, you acknowledge that you have read and agree to be bound by the Agreement. If you do not agree to be bound by the Agreement, you may not use the Service.

1. PHOTOPRICE IS ONLY A VENUE. The Website acts as an online marketplace for you to find and transact with other users, Members, buyers or sellers (the "Users") showing products or services on the Service or otherwise associated with the Service. PhotoPrice is not a lender or seller. PhotoPrice is not a party to any transaction you may make with a lender or seller. PhotoPrice is not a party to any agreement you may make with a lender or seller with regard to any product. Any information you provide to a lender or seller in connection with your application remains with that lender or seller.
   • PhotoPrice is not responsible or liable for any products, services, information or other materials displayed, purchased, or obtained by you from the Website, including, without limitations, any tax, duty, price, shipping cost analysis. Nothing on the Website contains an offer, promise or otherwise from PhotoPrice to sell a specific product or that any participating lender or seller will sell any product for any purpose or on any specific terms.
   • PhotoPrice does not endorse, warrant or guarantee the products or services of any seller or lender, including, without limitations, any products posted by sellers or lenders.
   • PhotoPrice is not liable for any delays, inaccuracies, errors or omissions with respect to the information or the transmission or delivery of all or any part thereof, for any damage arising therefrom or occasioned thereby, or for the results obtained from the use of the information. PhotoPrice is not liable for any acts or omission of acts of any seller or lender on the Website. You assume the entire risk as to the accuracy, adequacy, completeness, currency, validity and quality of any information relating to the Services.
   • Any information on the Website can change without notice.
   
   
2. TRANSACTIONS. You may post content or view content posted by others on the Service. PhotoPrice does not monitor such content. You may act as seller or buyer and correspond with, participate in promotions by, and conduct transactions with the Users. PhotoPrice is not a party to the transactions between you and the Users of the Website.

You may complete transactions as follows:

• Transaction Processing by the Seller. For certain transactions, 1) sellers direct buyers to the seller's web site for transaction processing, or 2) sellers provide buyers with sellers' contact information outside the Website to complete a transaction. PhotoPrice never collects credit card information from buyers for transactions.
• Third Party Transaction Processing. In other cases, sellers may refer buyers to third parties, such as an escrow service, for transaction processing. The third parties establish the terms of service for any such transactions.

The Agreement and any terms of service established by third parties govern all transactions through the Service. By participating in a transaction through the Service, you agree and accept the Agreement and any terms of service established by third parties. PhotoPrice and any of PhotoPrice's Co-branded Partners, Licensees and Affiliates (collectively "PhotoPrice Partners") assume no liability, obligation or responsibility in connection with any transactions between you and the Users of the Website. If you have a dispute with the Users or any third party, you release PhotoPrice (and its agents and employees) and its service providers from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor," as well as any other statute or common law principle of similar effect.

3. LINKS. PhotoPrice and PhotoPrice Partners may provide links to external websites or resources for your convenience and reference only. PhotoPrice and PhotoPrice Partners do not endorse and are not responsible for the availability of these external websites or resources or for any content, advertising, products, or other materials on or available from such external websites or resources. Your use of and dealings with the owners or operators of these external websites or resources are at your own risk. You cannot make any claim against PhotoPrice or its service providers arising out of your use of external websites or resources.
4. PHOTOPRICE LISTINGS. PhotoPrice Listings is a venue for seller and buyers to sell and buy products that are listed on the Website. PhotoPrice is not a party to any transaction between sellers and buyers. PhotoPrice has no control over the legality, truth, accuracy, or quality of the listed products. PhotoPrice has no control over the business practices of the sellers and the purchasing practices of the buyers. You understand and agree that all transactions that occur through PhotoPrice Listings are strictly between you and Users, and that PhotoPrice has no responsibility or liability with respect to any part of the transaction or any issues related directly or indirectly to such transaction. PhotoPrice disclaims all warranties that may relate in any way to any products listed on PhotoPrice Listings and disclaims all guarantees for any payments owed to sellers. You agree to hold PhotoPrice harmless and indemnify PhotoPrice and its subsidiaries, affiliates, and PhotoPrice Partners and their respective directors, officers, employees and agents against any and all claims with respect to any transactions you are involved in with other Users. You agree to notify PhotoPrice of any activity that you believe is fraudulent, deceptive, and misleading.

   You may disclose personal information directly to Users or through PhotoPrice, You understand and accept the risk that Users may misuse your personal information. PhotoPrice does not guarantee the identities of Users nor does PhotoPrice guarantee the accuracy of the information supplied by Users. Buyers acknowledge and agree that PhotoPrice may transmit their credit card information to the sellers or to third parties that process sellers' credit card payments. You acknowledge and agree that PhotoPrice shall not in any way be held responsible or liable for any resulting harm or damage that may result from any misuse of your personal information.

   You acknowledge and agree that you or PhotoPrice may terminate your ability to sell or buy on the PhotoPrice Listings at any time. If you are a seller, you agree that you remain liable and will pay PhotoPrice any fees due to PhotoPrice for any services you received prior to the termination date.

5. MEMBER REGISTRATION. You must register as a Member with PhotoPrice to access certain functions of the Website. You must provide certain current, complete, and accurate information about yourself (the "Registration Data") when registering as a Member or updating your Registration Data. You agree not to misrepresent your identity. You agree to maintain and keep your Registration Data current and to update the Registration Data as soon as it changes. You are responsible for maintaining the security of your password. PhotoPrice and its service providers are not liable for any loss that you may suffer through the use of your password by others. You agree to notify PhotoPrice immediately of any unauthorized use of your account or of any other breach of security known to you with respect to the Service. You agree to report any violations of this Agreement by others.
6. OWNERSHIP. All of the material included on the Website, including but not limited to trademarks, text, graphics, logos and service marks (collectively, the "Content"), is the property of PhotoPrice and other parties. U.S. and international copyright laws protects all Content available on the Website. Your use of the Service and the Content does not transfer to you any ownership or other rights in the Service or the Content. You may download Content displayed on the Website for your personal, noncommercial use only, provided you also retain all copyright and other proprietary notices contained on the Content. You may not modify, copy, distribute, transmit, display, publish, sell, license, or create derivative works using any of the Content for commercial or public purposes.
7. LICENSE.
• Grant of License. You hereby grant to PhotoPrice, on all media, whether now known or hereinafter devised, a non-exclusive, worldwide, assignable, royalty-free license to: display, publish, use, reproduce, reformat, compile, archive, distribute, and transmit all materials provided by you to PhotoPrice that are not clearly marked as confidential ("Member Content") and display your name, trademarks and service marks (as used in connection with Member Content). You may submit Member Content only in accordance with PhotoPrice's current content submission guidelines. PhotoPrice shall have no obligation to post Member Content, may remove Member Content, or may change or discontinue the Website at any time in its sole discretion. PhotoPrice has no obligation to monitor Member Content submitted by you or others in connection with the Website. Unless or until PhotoPrice specifies another form of delivery of Member Content or another URL address, you may submit Member Content to PhotoPrice at http://www.photoprice.ca. As the sole consideration for the license and rights granted to PhotoPrice under the Agreement, PhotoPrice will consider posting Member Content on the Website.
• Ownership, Copyright and Trademarks. You retain all right, title and interest (subject to the license granted herein) in and to Member Content you submit to PhotoPrice, and represent and warrant that such Member Content and the license granted herein (i) is factually accurate; (ii) does not violate any intellectual property rights; (iii) does not contain information which is obscene or defames, libels or otherwise injures or interferes with the privacy of others; and (iv) does not require the payment of any kind by PhotoPrice to others.
8. ACCEPTABLE USE OF THE WEBSITE. Your use of the Service must be lawful and consistent with the security and reliability of the Service and the World Wide Web.

In addition, the following rules apply to your use of the Service:

1. You certify to PhotoPrice that you are at least 18 years of age.
2. You assume full responsibility for the use of the Service by any minors.
3. Your use of the Service is subject to all applicable local, state, national and international laws and regulations. Your conduct is subject to Internet regulations, policies and procedures.
4. You are solely responsible for the content of your transmissions and the products you sell through the Service. You acknowledge and agree that PhotoPrice does not endorse the actions, the contents of communications, or the products of the Users.
5. You must obtain and maintain any equipment or ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, software, and long distance and local telephone service. You are responsible for ensuring that such equipment and ancillary services are compatible with the Service.
6. You must complete all transactions you agree to complete in connection with the Service.
7. In your capacity as a seller, if applicable, you will be solely responsible for all aspects of transaction order processing and fulfillment, including but not limited to processing credit card information, authorization and fraud detection, shipping and handling, buyer support and service inquiries. You must forward all feedback you receive regarding the Service to PhotoPrice when acting as a seller.
8. You must abide by all of the-then current terms of PhotoPrice's Privacy Policy as set forth on the Website and as updated from time to time by PhotoPrice in its sole discretion.
9. PROHIBITED CONDUCT. You must not: (a) use the Service for any illegal purpose or for the transmission of any material that is unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, tortious, or otherwise objectionable, or that infringes or may infringe the intellectual property or other rights of another, including the sale of pornography, firearms and ammunition, living creatures and parts of endangered species, stocks and other securities, drugs and drug paraphernalia, human body parts and remains; (b) directly or indirectly interfere or attempt to interfere with the proper working of the Website, any account, or any communication or transaction being conducted on our Website; (c) use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the Content without our prior expressed written permission; (d) take any action which imposes an unreasonable or disproportionately large load on our infrastructure, (e) use or disclose (to anyone except PhotoPrice) any information you obtain about or from other users of the Service, or you obtain from PhotoPrice if such information is marked confidential, for any purpose except fulfillment of orders initiated by the Users or negotiating prices with the Users, (f) conduct fraud, hide or attempt to hide your identity, represent yourself as someone else, or manipulate or attempt to manipulate prices, compromise or attempt to compromise the security of any account, interfere or attempt to interfere with the proper working of the Service, or (g) send any unsolicited e-mail or advertising to any known user.,
10. PRIVACY POLICY. Please see PhotoPrice's Privacy Policy. By accepting the Agreement, and each time you use the Service, you consent to PhotoPrice's collection, use and disclosure of your information or Registration Data in accordance with the Privacy Policy without any further notice or any liability to you or any other person.
11. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. PHOTOPRICE PROVIDES THE SERVICE ON AN "AS IS" BASIS. PHOTOPRICE AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PHOTOPRICE AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO PHOTOPRICE OR ITS SERVICE PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, AS TO CONFIDENTIALITY OR PRIVACY OF ANY OF USER'S INFORMATION REGISTRATION DATA, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. PHOTOPRICE AND ITS SERVICE PROVIDERS MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE AND ARE NOT RESPONSIBLE FOR ANY USE OF CONFIDENTIAL OR PRIVATE INFORMATION BY MERCHANTS OR OTHER USERS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PHOTOPRICE OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

While PhotoPrice takes reasonable steps to safeguard and to prevent unauthorized access to your information and Registration Data, we cannot be responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your private information. IN NO EVENT SHALL PHOTOPRICE BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR INFORMATION OR REGISTRATION DATA, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER PHOTOPRICE WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.

12. LIMITATION OF LIABILITY. PHOTOPRICE AND ITS SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF PHOTOPRICE OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL PHOTOPRICE AND ITS SERVICE PROVIDERS EVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER OTHER FAULT OR WRONGDOING BY PHOTOPRICE OR ITS SERVICE PROVIDERS OR ANY PERSON FOR WHOM EITHER PHOTOPRICE OR ITS SERVICE PROVIDERS ARE RESPONSIBLE, IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO PHOTOPRICE FOR THE USE OF THE SERVICE WHICH IS THE SUBJECT OF THE CLAIM.
13. INDEMNIFICATION. You agree to indemnify and hold PhotoPrice, its subsidiaries, affiliates, officers and employees, and service providers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, the violation of this Agreement by you, or the infringement by you, or other user of the Service using your computer, of any intellectual property or other right of any person or entity. Even though prohibited, people may provide information that is offensive, false, harmful, or deceptive. PhotoPrice and its Service providers assume no responsibility whatsoever for such content or actions.
14. RELEASE. YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE PHOTOPRICE AND ITS SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SERVICE.
15. TERMINATION. If you breach any provision of this Agreement, you may no longer use the Service. PhotoPrice may, in its sole discretion, change, suspend, or terminate, temporarily or permanently, the Service or any part of it at any time, for any reason, without notice to you and without liability to you or any other person. If PhotoPrice terminates this Agreement for any reason, it continues to apply and bind you with respect of your prior use of the Service, including payment of any charges accrued in connection with use of the Service. Upon termination, PhotoPrice may remove from the Website and permanently delete and destroy any Member Content that you or others may have posted or submitted without any prior notice or liability to you or any other person.
16. NOTICES. Except as stated otherwise, any notices shall be given by postal mail to PhotoPrice.ca.
17. GENERAL. The Agreement comprises the entire agreement between you and PhotoPrice and supersedes all prior agreements regarding the subject matter contained herein. PhotoPrice may amend the terms and conditions of this Agreement (the "amended terms") from time to time. If you continue to use the Service after the amended terms become effective, you are deemed to have agreed to be bound by the amended terms. If you do not agree to the amended terms, then you agree not to use the Service. Your continued use of the Service constitutes an affirmative: (a) acknowledgment by you of this Agreement and its amended terms; and (b) agreement by you to abide and be bound by the Agreement and its amended terms. Except as set forth below, you must make all notices to PhotoPrice in writing via conventional mail or e-mail.

If you believe that any content posted on the Website infringes any of your intellectual property rights or the intellectual property rights of any third party, you must promptly provide the following notice in writing to PhotoPrice; PhotoPrice may change this address at any time by posting a notice to the Website: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement under penalty of perjury that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of laws provisions thereof). If any provision(s) of the Agreement is held contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. PhotoPrice's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PhotoPrice in writing. The section titles in the Agreement are used solely for the convenience of the parties and have no legal or contractual significance.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

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