Terms and Conditions

TERMS OF SERVICE

Introduction. Welcome to the PEphoto, LLC online imaging web site, PEphoto.com, provided to you by LifePics, Inc. Please read the following terms and conditions of service carefully as they contain the legal terms and conditions of an agreement between you and LifePics that you agree to when you use the online imaging services provided to you by LifePics through the Site including all services accessed through the Site (collectively, the "Services").

By accessing or using any of the Services you agree to be bound by the Terms of Section A and Section C which contain provisions applicable to all users of the Services, including casual visitors to the Site. If you choose to register as a member of or make a purchase through and/or create an account on the Site, you must also read and agree to be bound by the Terms set forth in Section B, in addition to the Terms of Section C, by clicking on the "I Accept" button set forth at the end of this Agreement.

For the purposes of this Agreement, "you" means you, the person using the Site, and, if applicable, the person that agrees to the Terms in Sections B and C when registering for membership ("Membership"). You and any persons in your household that you authorize to use your Membership account, are referred to in this Agreement as the "User." "LifePics," "we" or "us" means LifePics, Inc. PEphoto, LLC means the entity for whom we are providing the Site and Services to you. In the case of inconsistencies between these Terms and information included in off-line materials (e.g., promotional materials and mailers), these Terms will always govern and take precedence.

SECTION A - TERMS APPLICABLE TO UNREGISTERED USERS OF THE SITE.

1. Availability. LifePics uses commercially reasonable efforts to ensure that the Services are available 24 hours a day 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of LifePics. LifePics will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of LifePics. YOU AGREE THAT LIFEPICS SHALL NOT BE LIABLE TO YOU FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND. You are responsible for obtaining access to any Services and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Services.

2. Trademarks. All brand, product and service names used in the Services which identify LifePics, are proprietary marks of LifePics. All brand, product and service names used in the Services which identify PEphoto, LLC, are proprietary marks of PEphoto, LLC. All brand, product and service names used in the Services which identify other entities and their products and services are proprietary marks of such third parties. Nothing in the Services shall be deemed to confer on any person any license or right on the part of LifePics, PEphoto, LLC or any third party with respect to any such image, logo or name.

3. Copyright. Unless otherwise stated in this Agreement or on the Site, LifePics is the owner of all copyright and database rights in the Services and its contents. You may not publish, distribute, extract, reuse or reproduce any such LifePics proprietary content in any material form (including photocopying or storing it in any medium by electronic means) other than in accordance with these Terms.

4. Copyright, Other Proprietary and Privacy Protection for Other Users' Content on the Site. LifePics hereby notifies you that all the information, content, image files, software and materials on the Site may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. You understand that LifePics is unable to provide you with permission to copy, display, print, or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy, print, or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on or related to the Site. LifePics does not provide you with permission to access and view any content provided by other Users or third parties. LifePics has the absolute right to terminate your membership and or account or exclude you from the Site if you use the Service to violate the intellectual property rights or other rights of third parties. You agree to indemnify and hold LifePics harmless for any violation of this provision. By viewing the Site, you may be exposed to Content that you consider to be offensive. You take sole responsibility for such exposure.

5. Copyright Violations. If you believe the copyright in your work has been violated through the use of this Site or the Services, please contact LifePics at LifePics, Inc., 5777 Central Ave, Suite 120, Boulder, CO 80301. You must provide LifePics with the following information, which LifePics may then forward to the alleged infringer: (a) identify the material on the Site that you believe infringes your work, with enough detail so that we may locate it on the Site; (b) provide your address, telephone number, and email address; (c) provide a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (d) provide a statement that (i) the information you have provided to us is accurate, and (ii) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and (e) provide your physical or electronic signature. Upon receiving your complaint, LifePics may remove content that you believe infringes your copyright. In addition, LifePics may terminate the account of the member who appears to be infringing anyone's intellectual property rights.

6. External Links. From time to time LifePics may provide links that will take you to third party web sites. These links are provided for your convenience only. If you decide to access linked web sites you do so at your own risk. LifePics does not endorse or take responsibility for the content on other web sites or the availability of other web sites and you agree that LifePics is not liable for any loss or damage that you may suffer by using other web sites.

7. Amendment of Terms. We reserve the right to amend any Terms agreed to by you from time to time without notice. Your continued use of the Site constitutes acceptance of any amendments, additions, or modifications to this Agreement. Please check back regularly to review our Terms of Service.

8. Contact. LifePics is located in Boulder, Colorado. Any questions, comments or suggestions, including any report of violation of this Agreement should be provided to the Administrator as follows:

LifePics:

By E-mail: support@lifepics.com

By Fax: (303) 413-1800

By Postal Mail: 5777 Central Avenue, Suite 120, Boulder, CO 80301 OR

PEphoto, LLC:

By E-mail: contacts@PEphoto.com

By Fax: (212) 818-9889

By Postal Mail: 57-08 39 Ave., Woodside, NY 11377

SECTION B - TERMS APPLICABLE TO REGISTERED USERS OF THE SITE.

1. Registration. In consideration of your use of the Services, you represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Customer Data") and (b) maintain and promptly update the Customer Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or LifePics has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LifePics has the right to suspend or terminate your Membership and refuse any and all current or future use of the Service (or any portion thereof). To register as a User of the Service you must be 18 years or over. We request that children under 18 not use the Site without direct parental involvement. Is this a requirement?

2. Amendment of Terms. You agree that LifePics retains the right to amend these Terms and the Site, including service offerings and prices at any time, for any reason, and without notice, and the right to terminate the Site or any part of the Site. You agree to review the posting of this Agreement at www.lifepics.com periodically to be aware of such changes. Your continued use of the Site constitutes acceptance of any amendments, additions, or modifications to this Agreement. Any amendments or modifications made by LifePics shall be prospective only. You will be bound by all such modifications, whether or not you have notice thereof. Please check the web site regularly for updates to these Terms.

3. Site License. LifePics grants you a personal, limited, revocable, non-exclusive and non-transferable license to use the Site, including but not limited to the Services made available from the Site and used in the operation of the Site. This license extends only to the non-commercial creation, storage and viewing of digital images on the Site and only pursuant to the Term of this Agreement. This license is exclusive to you and you may not sublicense the use of the Site or provide, disclose, distribute, transfer, or otherwise make available the Site to any individuals or entities that LifePics has not specifically authorized to receive access to your account on the Site. LifePics expressly retains all ownership rights, title and interest in and to all aspects of the Services and the Site, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Site. You may not modify the Site, create derivative works of the Site, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Site that would reveal any source code, trade secrets, know-how or other proprietary information. This license shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Site. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Site or displayed by, on, or in the Site. You may use the Site only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Site after any termination or expiration of this Agreement for any reason.

4. Password. You will receive a password and Membership designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and Membership information, and are fully responsible for all activities that occur under your password or Membership account. You agree to (a) immediately notify LifePics of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. LifePics cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

5. Pricing. The prices for the Services provided on the Site are posted on the Site. All prices are subject to change without notice. You agree to pay all applicable fees for all Services provided to you. Charges for prints, enlargements, novelty items, and other products and services may be billed separately. You agree that your credit card may be charged directly for any service or processing fees that you purchase and pay for online, and agree to be liable for and pay for services purchased if pay-at-store option is available and selected on the Site. All prices are valid until altered by us. Prices do not include delivery charges or any import duties that may be added by the order destination country. Postage may be added to your order during the checkout process. In the event that you order products and the price published on the Site was incorrect, reasonable commercial efforts will be used to contact you to let you know the correct price and ask you whether you still want your order fulfilled at the correct price. Any dates specified for delivery of any products are intended to be an estimate only. You agree to reimburse LifePics or PEphoto, LLC, as applicable, for all expenses incurred to recover sums due, including attorney fees and other legal expenses in the event legal action is necessary to collect on balances due for Services.

6. Payment Information. You must (a) provide accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information, and (b) immediately report all changes to this information. If the contact information you have provided is false or fraudulent, your access to the Services may be terminated and we may seek any other additional legal remedies. Neither LifePics nor PEphoto, LLC will be responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed for Services. All charges will be considered valid unless disputed by you in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date.

7. Late Payments; Taxes. Any amount that is not paid when due will accrue a late fee of one and one half percent (1.5%) per month, or portion thereof, or the maximum rate permitted by applicable law, whichever is less, on any outstanding balance from the due date until paid, and you agree to pay all such late fees plus all expenses of collection. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on income

8. License. LifePics does not claim ownership rights in any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials or content you make available or use in connection with the Site or the Services or used in connection with or managed by your account ("Content"). As a condition to your use of your account, you hereby grant to LifePics a non-exclusive, royalty-free license to use, copy, distribute, and display such Content for the sole purpose of enabling us to make your Content available through the Service and fulfilling any orders for you or for those with whom you have shared your Content. Please note that when you share Content, you allow the recipients to share and make photographic prints from that Content. You remain the owner of all Content that you submit to the Service and as a condition of your use of the Site and the Services, you represent and warrant to LifePics that you are the owner of the copyright to Content you submit to the Service or that you have written permission from the copyright owner to submit such Content. In addition, you warrant that all moral rights in any Content have been waived. Your physical or electronic sharing of your images constitutes permission for reprinting by the recipient. You agree to indemnify and hold LifePics harmless for any violation of this provision.

9. Submissions.

9.1 You may place Content on the Site only in accordance with the following limitations and you may NOT store any of the following material on the Site or obtain any such material using the Site:

• Any threatening, obscene, pornographic or profane material or any other material that could give rise to any civil or criminal liability under applicable law. LifePics recommends you use an "adult-content" warning label when pictures are being shared that include legal adult content;
  
  
• Any material that could infringe rights of privacy, publicity or copyrights without the permission of the owner of these rights and the persons (or their parents or legal guardians, where applicable) whose likenesses are displayed in the material;
  
  
• Any material sent from an anonymous or false address.

• We can remind you of your password in case you forget it; if this becomes necessary, we send an e-mail upon your request to the address from which you opened your account;
  
  
• To maintain the Site and to develop new and useful features and services;
  
  
• To follow a court order, subpoena, complaint or a lawful request from governmental authorities.

• Breach of these, including policies or guidelines set forth by LifePics elsewhere;
  
  
• Conduct that LifePics believes is harmful to other users of LifePics or the business of LifePics or other third party information providers.

14.2 Further, you agree that LifePics shall not be liable to you or any third party for any termination of your access to the Site.

14.3 LifePics reserves the right at any time 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 LifePics shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.


15. Return Policy. If you are not satisfied with your PEphoto order, please email us within 30 days from the purchase date. An email is necessary in order to initiate the return/refund policy. You may choose to receive a refund if not satisfied, or you may choose a redo. Please note if you choose to have an order redone, there will be no option for a refund on your credit card. Your original shipping charges will not be refunded or credited to you, and you are responsible for the return shipping charges.

16. Privacy. It is the policy of LifePics and PEphoto, LLC to respect the privacy of individuals who visit the website, make purchases, create accounts and/or provide comments to us. Addresses, names and other identifying and contact information are collected from users of the Site in accordance with and subject to the privacy policy which, by this reference, becomes a part of these Terms. If our company or our assets are acquired by another company, that company will possess all information collected by us and it will assume the rights and obligations regarding your information as described in the Privacy Policy. If you have any questions, comments, complaints or suggestions, including any report of violation of the Privacy Policy you should contact PEphoto, LLC at:

PEphoto, LLC:

By E-mail: contacts@PEphoto.com

By Fax: (212) 818-9889

By Postal Mail: 57-08 39 Ave., Woodside, NY 11377

17. Disclaimer Warranty. THE CONTENT AND/OR MATERIALS AVAILABLE THROUGH THE SITE ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN PARTICULAR, NEITHER LIFEPICS NOR PEphoto, LLC MAKES ANY WARRANTY THAT THE SITE, INCLUDING THE SERVICES, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THE SITE OR ANY SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SITE, INCLUDING THE SERVICES WILL BE AVAILABLE, OR THAT DATA OR IMAGES ENTERED ARE SECURE FROM UNAUTHORIZED ACCESS. NEITHER LIFEPICS NOR PEphoto, LLC MAKES ANY WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, PROMOTIONS, OR THE DELIVERY OF ANY SOFTWARE, GOODS OR SERVICES, PURCHASED, ACCESSED OR OBTAINED THROUGH THE SITE OR ADVERTISED THROUGH THE SITE OR THE LIFEPICS SITE. NO ADVICE OR INFORMATION GIVEN BY LIFEPICS, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.

18. Indemnification. You agree to indemnify and hold LifePics, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of these Terms, or your violation of any rights of another.

SECTION C - TERMS APPLICABLE TO REGISTERED USERS AND UNREGISTERED USERS OF THE SITE.

1. Limitation of Liability.

1.1 YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE, INCLUDING ANY SOFTWARE OR OTHER MATERIALS ON THE SITE, AND ANY RELIANCE UPON IT, IS AT YOUR SOLE RISK, AND THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE SITE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL LIFEPICS OR PEphoto, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, DAMAGES THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SITE, INCLUDING ITS SERVICES, DAMAGES FROM ANY CHANGES TO THE SITE, INCLUDING ITS SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, EVEN IF LIFEPICS OR PEphoto, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT NEITHER LIFEPICS NOR PEphoto, LLC SHALL HAVE ANY LIABILITY FOR ANY CONTENT PROVIDED BY YOU TO LIFEPICS. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME, LOSS OF CONTENT, AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL CONTENT ABOUT YOURSELF IN YOUR USE OF THE SITE AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.

1.2 IF YOU ARE DISSATISFIED WITH THE SITE, OR WITH ANY OF THESE TERMS AND CONDITIONS, OR FEEL LIFEPICS HAS BREACHED THESE TERMS AND CONDITIONS YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES. THE TOTAL LIABILITY OF LIFEPICS AND PEphoto, LLC TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS OR USE OF THE SITE SHALL NOT EXCEED THE GREATER OF EITHER THE AMOUNT PAID BY YOU FOR THE SERVICES IN QUESTION OR ONE HUNDRED DOLLARS (US$100). IT IS THE INTENTION OF LIFEPICS, PEphoto, LLC AND YOU THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.

1.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

2. General.

2.1 Applicable Law and Jurisdiction. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or this Agreement must be brought, if at all, within one (1) year from the accrual of the claim or cause of action or be forever barred. This Agreement and any claims hereunder shall be governed by and subject to the laws of the State of Colorado, without giving effect to any principles of conflicts of law.

2.2 No Resale of Services. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

2.3 Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and LifePics as a result of this Agreement or use of the Service.

2.4 Enforcement. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.

2.5 Force Majeure. LifePics will be not liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond LifePics' reasonable control.

2.6 Waiver. The failure of LifePics to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by LifePics in writing.

2.7 Construction. The headings of Sections of the Agreement are for convenience and are not to be used in interpretation.

2.8 Assignment. You may not assign or transfer, by operation of law or otherwise, this Agreement or any of your rights under this Agreement to any third party without LifePics' prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. LifePics may assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise.

2.9 Entire Agreement. This Agreement constitutes the entire agreement between you and LifePics and governs your use of the Site, superseding any prior agreements between you and LifePics. The failure of LifePics to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 Agreement remain in full force and effect.