Welcome to AdoramaPix

The site is owned and operated by Adorpix LLC (hereinafter AdoramaPix). and its respective employees, agents, affiliates and contractors. Please read these Terms of Use ("Terms") carefully. They contain the legal terms and conditions that govern your use of and access to our website and mobile applications (collectively, the "Site”), as well as our provision of products and services. Certain services, promotions and features may have additional terms and conditions, and those additional terms and conditions are incorporated herein by reference.

By visiting and/or using the Site, you warrant, represent and agree that: (a) you will not upload to, transmit through, or display on any of the Site any material that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable; (b) you will not upload to, transmit through, or display on any of the Site any material that infringes our or any third party's intellectual property or other rights; including copyright, trademark, privacy, publicity or other personal or proprietary rights; and (c) you do have all rights, including copyrights, needed for the creation of reproductions or derivative works of any images.

By visiting and/or using the Site, you are signifying your assent to these Terms and our Privacy Policy, which is incorporated herein by reference. Any products ordered or services used through the Site are also governed by these Terms. You agree to defend, indemnify and hold harmless AdoramaPix for any violation or alleged violation of these Terms or our Privacy Policy.

We may revise these Terms from time to time by posting a revised version of the Terms, posting a notice on the Site or by sending an email. You agree that your use or continued use of the site after such notice constitutes your agreement to continue to be bound by and to accept such changes.

Your Use of The Site

You may access and use the Site solely for your personal, noncommercial use. Except as expressly authorized hereunder, you may not reproduce, duplicate, copy, sell, resell, visit, reverse-engineer or otherwise exploit the Site for any commercial purpose without our prior written authorization. We reserve the right to alter or discontinue the Site, in whole or in part, at any time in our sole discretion.

Subject to and conditioned upon your compliance with, and agreement to, these Terms, we grant to you a non-exclusive, non-transferable, limited right and license, without right of sublicense, to access and use the Site, including any images, text, graphics, sounds, data, links and other materials incorporated into the Site (other than your User Content as defined below), solely as made available by us and solely for your own personal purposes. Except as expressly authorized by these Terms, you may not use, reproduce, distribute, modify, transmit or publicly display any portion of the Site or create derivative works of any portion the Site without our written consent.

While using the Site, you agree not to: You will not upload to, transmit through, or display on any of the Site any material that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable; You will not upload to, transmit through, or display on any of the Site any material that infringes our or any third party's intellectual property or other rights; including copyright, trademark, privacy, publicity or other personal or proprietary rights; You will not upload to, transmit through, or display on any of the Site any material for which you do not have all rights, including copyrights, needed for the creation of reproductions or derivative works of any images; Defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including, without limitation, others' privacy rights or rights of publicity; Impersonate any person or entity or use any fraudulent, misleading or inaccurate contact information; Restrict or inhibit any other user from using any of the Site, including, without limitation, by means of "hacking" or defacing any portion the Site; Violate any applicable laws or regulations; Upload to, transmit through, or display on any of the Site (a) any confidential, proprietary or trade secret information of any third party; or (b) any advertisements, solicitations, campaigning or other unsolicited commercial communication; Post, upload, transmit or otherwise publish any viruses, Trojan horses or any other destructive or disruptive items; Modify, adapt, translate, distribute, reverse engineer, decompile or disassemble any portion of the Site; Remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of the Site. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.

Your failure to abide by the above rules will constitute a violation of these Terms, and, in addition to any other rights or remedies we may have, we may immediately terminate your access to and use of the Site.

Member Account

To use the Site, you must create an account by providing your name, certain information about yourself, and creating a password. You agree that you will provide complete, current and accurate information about yourself as requested, and that you will keep that information up to date. You are responsible for safeguarding the confidentiality of your username and password that you use to access your member account on the Site. You agree not to disclose your username or password to any third party. You agree that you are solely and fully responsible for any activities or actions taken under your account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your account on any of the Site. You further agree that we may suspend your account at any time, for any reason, in our sole and absolute discretion and that we have no liability for suspending your account.

In order to create a member account with any of the Site, you must be at least 13 years of age. You represent to us that you are at least 13 years old. If you are not, please do not set up an account with any of the Site. If you are between the ages of 13 – 18, you agree and confirm that you will only use the site under the supervision of a parent or legal guardian who has reviewed and agreed to be bound by these Terms.

Making Purchases

If you wish to purchase any products or services through the Site, you will be required to provide us with information, including, without limitation, payment and other information. All information that you provide to us or our third party payment processor must be accurate, current and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION. You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the prices in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. Verification of information applicable to a purchase may be required prior to our acceptance of any order.

Descriptions, images, references, features, content, specifications, products, price and availability of any products or services are subject to change without notice, and our current prices can be found on the Site. We make reasonable efforts to accurately display the attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on the Site at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased through the Site. By placing an order, you represent that the products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any product or service; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all purchase(s); and/or to refuse to provide any user with any product or service.

All shipping charges are your responsibility and such charges will be provided to you during the checkout phase of your purchase. If for some reason the shipping costs change, we will notify you of such change before proceeding with your purchase. All orders that require shipping are shipped FOB shipping point and title and risk of loss passes upon shipment.

Mobile Applications

Before using any of our mobile applications ("App"), you may need to install a valid copy of the App on your mobile device, register for an account, input your account information into the App as requested, and meet certain hardware and connection requirements which may change as the App evolves. You are responsible for any internet connection fees and/or mobile carrier charges that you incur when accessing or using an App.

Web Addresses (URLs)

As part of our services we may provide you with access to and use of certain personalized pages and the corresponding web addresses (URLs) you choose. However, we do not guarantee the availability of any particular web page or URL, and we reserve the right, at any time and in our sole discretion, to reclaim, suspend, terminate and/or transfer any such web page or URL. In such cases, we may, at our option, provide you with another web page and URL.

Third-Party Websites, Software and Services

AdoramaPix may make third party content and services available and direct you to such third party sites, software or services (“Third Party Services”) solely as a convenience to our users. We have not reviewed all of the Third Party Services to which you may be directed and we have no control over such Third Party Properties. We have no control over, have not approved or endorsed and are not responsible for (a) the content and operation of such Third Party Services, or (b) the privacy or other practices of such Third Party Services. You are responsible for any costs associated with such Third Party Services, including any applicable license fees and service charges. Accordingly, we strongly encourage you to become familiar with the terms of use and practices of any such Third Party Properties.

Other sites may provide links to the Site with or without our authorization. We do not endorse such sites, and are not and will not be responsible or liable for any links from those sites to the Site, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.

YOU AGREE THAT YOUR USE OF THIRD PARTY SITES, SOFTWARE AND SERVICES INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES, SOFTWARE AND SERVICES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES, SOFTWARE AND SERVICES.

We will have the right, at any time and in our sole discretion, to block links to the Site through technological or other means without prior notice.

Materials Submitted by Customer

Any materials submitted by you, including, without limitation, photographs, images, text, graphics and other materials (collectively, "User Content") are subject to the following terms and conditions: You will retain ownership of such User Content, and you grant us and our designees a worldwide, non-exclusive, transferable, royalty-free, perpetual irrevocable right and license, with right of sublicense, to use, reproduce, distribute, create derivative works of and publicly display such User Content as is reasonably necessary in order for AdoramaPix to provide its services to you. Please be aware that if you share things on the Site with another person or party, that party may take such steps so as to make that item public. In the event this occurs, you hereby release AdoramaPix from any and all responsibility in connection with such actions and agree that AdoramaPix bears no responsibility or liability for such actions. Please note that, while you retain ownership of your User Content, any template or layout in which you arrange or organize such User Content through tools and features made available through the Site are not proprietary to you, and such template or layout will be our sole and exclusive property. You represent and warrant that you own or otherwise possess all necessary rights with respect to the User Content, and that the User Content do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trade secret right or other intellectual property or other property right of any third party, and that the User Content are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable. You may not post, distribute or reproduce in any way any copyrighted material, trademarks or service marks or other proprietary information owned by another party without obtaining the prior written consent of the copyright owner. You are solely responsible for any copyright violations that you may incur as a result of your activities on the Site, and agree to defend, indemnify and hold harmless AdoramaPix with respect to any allegations of copyright infringement. You consent to the use of your likeness, and you have obtained the written consent, release, and/or permission of every identifiable individual who appears in User Content to use such individual's likeness, for purposes of using and otherwise exploiting the User Content in the manner contemplated by these Terms, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual's parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). You agree that we may (but are not obligated to) filter any User Content (including, without limitation, deleting or replacing expletives or other harmful or offensive language), refuse to use any User Content (including, without limitation, suspending processing and shipping of any order relating to any User Content) and/or disclose any User Content and the circumstances surrounding the use thereof, to any third party in order to provide the applicable products or services, to enforce these Terms or to comply with legal obligations or governmental requests. You agree to indemnify and hold us, our directors, officers, shareholders, employees, contractors, agents, representatives, affiliates, and third party users harmless from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys' fees) that arise directly or indirectly out of or from: (i) your violation or alleged violation of these Terms, any other agreement or terms of use with us, any representation or warranty contained herein or therein or any applicable law; (ii) your User Content; (iii) your activities in connection with obtaining any products or services from us, or (iv) any activity related to access to or use of your account by you or any other person. User Content that are reported as violating these Terms may be removed from the Site; provided, however, that we have no obligation to remove User Content in response to user reports or requests. We are not responsible for, and will have no liability for, the removal or non-removal of any User Content from the Site. We recommend you keep back-up copies of your User Content on your hard drive or other personal system.

Copyright Issues

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through the Site infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Before submitting a DMCA notice, it is important to consider if the manner in which the material is used falls under fair use. The notice must include the following information: identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to enable AdoramaPix to locate the material on the Site; the name, address, telephone number and email address (if available) of the complaining party; a statement that the complaining party has 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. Please note that you may be liable for damages if you “knowingly materially misrepresent” your copyrights. Fair use should also be taken into consideration; a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. DMCA notices and counter-notices regarding the Site should be sent to: [email protected]

While we are not obligated to review User Content for copyright infringement, we are committed to protecting copyrights and may take action, which in our sole discretion we deem appropriate, including removing the material at issue, denying access to and use of the Site and/or terminating the accounts of violators, pursuant to the DMCA or otherwise. In the case of termination under this paragraph, AdoramaPix shall have no obligation to provide a refund of any amounts previously paid.

Forums

We may permit you to share your User Content with other site users, who may occasionally post messages or make statements, whether intentionally or unintentionally, that are inaccurate, misleading or deceptive, or provide content that may be objectionable to you. We neither endorse nor are responsible for such messages, statements, or content, or any opinion, advice, information or other utterance made or displayed by third parties, whether such third parties are users of the Site or others. The opinions expressed by such users reflect solely the opinions of the participants and may not reflect the opinions of us or any of our family of brands. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages or for any results obtained from the use of such information. Under no circumstances will we, our directors, officers, shareholders, employees, contractors, agents, representatives, affiliates, or third party users be liable for any loss or damage caused by your reliance on such information obtained through such users. We may, but have no obligation to, monitor such messages or statements and any materials displayed, transmitted or otherwise made available through the Site.

Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THESE TERMS, OUR PRODUCTS AND SERVICES, INCLUDING ALL MATERIALS INCORPORATED THEREIN, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE AND OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NOTE: CERTAIN APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NO STATEMENT OF OURS OR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES AND AFFILIATES SHALL CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY CONTAINED IN THESE TERMS.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER WE NOR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR AFFILIATES (THE "ADORAMAPIX PARTIES") SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, PROFITS, USE OR DATA), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, EVEN IF THE ADORAMAPIX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING IN ANY WAY TO OUR PROVISION OF (OR FAILURE TO PROVIDE) PRODUCTS OR SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SUBMISSIONS OR DATA, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE ADORAMAPIX PARTIES ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHERMORE, THE ADORAMAPIX PARTIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH PRODUCTS IS TO OBTAIN A REFUND, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH SERVICES IS TO STOP USING THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF THE ADORAMAPIX PARTIES ARISING OUT OF OR RELATING IN ANY WAY TO OUR PROVISION OF (OR FAILURE TO PROVIDE) PRODUCTS OR SERVICES SHALL BE THE ACTUAL PRICE PAID THEREFORE BY YOU. NOTE: CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

Policy for Idea Submission

Many of our customers are interested in submitting ideas and suggestions for products and services to be used on or by AdoramaPix, either independently of, or in conjunction with, our internally developed concepts. We appreciate our customers' interest in improving the Site; however, please note that any such ideas or suggestions that you submit will be owned by us, and you hereby irrevocably assign any intellectual property rights in such ideas and suggestions to us. If you intend to retain any intellectual property rights in your ideas and suggestions (patent, trade secrets, copyright, trademark, etc.), please do not submit them to us without our prior written approval.

You can inquire regarding such approval by sending a letter to [email protected]. If we are interested in pursuing any idea or suggestion of yours, we will contact you. Please note that an additional legal agreement may be required by us in order to evaluate your idea or suggestion.

Notice for California Users

This notice is for our California users: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, CA 95834, by telephone at (800) 952-5210, or online at http://www.dca.ca.gov/about_dca/contactus.shtml.

Intellectual Property Notices

All trademarks and service marks on any of the Site not owned by us are the property of their respective owners. ADORAMAPIX®, ADORAMA® and other company trademarks, graphics, logos, designs, page headers, button icons, scripts and service names are registered and common law trademarks, service marks or trade dress of AdoramaPix in the U.S. and/or other countries. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on any of the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

Jurisdictional Issues

The Site is controlled and operated from the United States. The Site is not subject to the laws or jurisdiction of any state, country or territory other than that of the United States. We do not represent or warrant that any of the Site, products, and/or services or any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access AdoramaPix do so on their own initiative and at their own risk, and are responsible for complying with all applicable laws, rules and regulations. We may limit the availability of the Site, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

Miscellaneous

These Terms are governed by and construed in accordance with the laws of the State of New York, United States of America, without regards to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of any State or Federal court located in the County of New York, New York, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of these Terms, or the application thereof to any person, place or circumstance, will be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision will be enforced to the maximum extent possible, or, if incapable of such enforcement, will be deemed to be deleted from these Terms, and the remainder of these Terms and such provisions as applied to other persons, places and circumstances will remain in full force and effect. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter. These Terms are not assignable, transferable or sublicenseable by you except with our prior written consent. These Terms may not be modified or amended except as set forth in the introductory section of these Terms. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

If you have any questions or comments regarding these Terms, please contact: [email protected].

Termination

Either you or we may terminate your access to the Site and to your account at any time, with or without cause, and with or without prior notice. Without limiting the foregoing, we may terminate your access if you violate these Terms. Upon termination for any reason, your right to access and/or use the Site will immediately cease. Upon termination, you will have no further access to, and we may delete, any information, files or materials in or related to your account, including, without limitation, any User Content. Upon termination, AdoramaPix may delete all information, files and materials related to your account, including any User Content, and we will have no obligation whatsoever to save or make any such information, files or materials available to you. You agree that we will have no liability whatsoever to you or any other party as a result of a termination of your access the Site and to your account and/or as a result of the deletion of any information, files or materials in or related to your account.

Class Action Waiver

ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. YOUR ACCESS AND CONTINUED USE OF ANY OF THE SITE SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

Last Updated: March 21, 2017