PLEASE READ THESE TERMS OF SITE USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY PIXWAND, INC. ("PIXWAND"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.PHOTOTOWNSHIP.COM (THE "SITE") AND ALL SERVICES PROVIDED BY PIXWAND ON THE SITE.

By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Site, including without limitation users who are “Buyers”, “Primary Sellers” (merchants, printers, and/or artists), "Secondary Sellers" (printers, and/or contributors of content, information, products or services) on the Site.

1. PhotoTownship is a Venue
PhotoTownship acts as a venue to allow users who comply with PhotoTownship's policies to offer, sell and buy personalized digital art and photo products within a fixed-price format.

PhotoTownship is not directly involved in the transaction between buyers and sellers. As a result, PhotoTownship has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. PhotoTownship does not pre-screen users or the content or information provided by users. PhotoTownship cannot ensure that a buyer or seller will actually complete a transaction.

Consequently, PhotoTownship does not transfer legal ownership of items from the seller to the buyer.

PhotoTownship cannot guarantee the true identity, age, and nationality of a user. PhotoTownship encourages you to communicate directly with potential transaction partners through the tools available on the Site. You may also wish to consider using a third-party escrow service or services that provide additional user verification.

You agree that PhotoTownship is a venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on PhotoTownship. You use the PhotoTownship service at your own risk.

2. Membership Eligibility
Age: PhotoTownship's services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. PhotoTownship may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

Individuals under the age of 18 must at all times use PhotoTownship's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the user and is responsible for any and all activities.

Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by PhotoTownship's policies as stated in the Agreement and the PhotoTownship policy documents listed below (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by PhotoTownship, each of which is incorporated herein by reference and each of which may be updated by PhotoTownship from time to time without notice to you: • Fees and Commissions Policy • Privacy Policy • Copyright and Intellectual Property Policy • Trademark Guidelines • Conditions for Service In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by PhotoTownship from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify PhotoTownship of any unauthorized use of your password or any breach of security. You also agree that PhotoTownship cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than PhotoTownship without PhotoTownship's express written permission.

Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on PhotoTownship you must provide and maintain valid payment information such as a valid PayPal account. Pixwand uses PayPal Auth to confirm that Buyers, Primary Sellers, and Secondary Sellers are verified by PayPal, hold valid PayPal Accounts, and are genuine.

Account Transfer: You may not transfer or sell your PhotoTownship account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

Right to Refuse Service: PhotoTownship's services are not available to temporarily or indefinitely suspended PhotoTownship members. PhotoTownship reserves the right, in PhotoTownship's sole discretion, to cancel unconfirmed or inactive accounts. PhotoTownship reserves the right to refuse service to anyone, for any reason, at any time.

3. Fees and Commissions Policy
Joining and setting up a shop on PhotoTownship is free. PhotoTownship charges fees as a percentage of the sale price when the item sells. Additional fees will be charged for special add-ons to help facilitate the selling process. Changes to the Fees Policy and the fees for PhotoTownship's services are effective after PhotoTownship provides you with at least fourteen (14) days' notice by posting the changes on the Site. However, PhotoTownship may choose to temporarily change the Fees Policy and the fees for PhotoTownship's services for promotional events (for example, no-fees days); such changes are effective when PhotoTownship posts the temporary promotional event on the Site. PhotoTownship may, at PhotoTownship's sole discretion, change some or all of PhotoTownship's services at any time. In the event PhotoTownship introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).

You are responsible for paying all fees and applicable taxes associated with using PhotoTownship. PhotoTownship keeps accepted payment information on file. At the beginning of the month, each seller is emailed an invoice detailing the amount due. A seller must pay the amount due in full within 15 days of the date of the invoice.

Fees: PhotoTownship does not charge a listing fee to Primary Sellers. PhotoTownship charges Primary Sellers a 5% sales fee (“Sales Fee”) for products sold on the Site. Add-on facilities (such as Bulk Uploading) for a seller’s Shop may become available for a Fee. Prices for such facilities will be apparent when implementing.

Commissions: As noted, PhotoTownship charges Primary Sellers a Sales Fee. In addition, if a sale is concluded involving products/services of both a Primary Seller and a Secondary Seller (a "Bundled Sale"), then the Primary Seller is due a commission ("Commission") of 5% of the price (paid by the Buyer for the goods/services of the Secondary Seller) from the Secondary Seller. Upon receipt of the Commission from Secondary Seller, PixWand will distribute the Commission to Primary Seller to its registered PayPal account (after deducting any Sales Fees owed by Primary Seller to PixWand). Any aggregate Commissions held by PixWand under $20.00 will not be paid immediately and will rollover to the following invoice period.

Currency: All fees and items on PhotoTownship are listed in US Dollars. Currency conversion is handled automatically by our payment processing service like our merchant account and/or PayPal.

Payment: All PhotoTownship fees are paid via PayPal. Each month we add up all your fees, and on the last day we send you an email with a list of everything. You can pay your bill manually using your PayPal account within 15 days of invoice date.

Termination: If PhotoTownship terminates a listing or your account, if you close your account, or if the payment of your PhotoTownship fees cannot be completed for any reason, you remain obligated to pay PhotoTownship for all unpaid fees plus any penalties, if applicable. If the Primary Seller's account is not paid in full and becomes past due, the Primary Seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). If you have a question or wish to dispute a charge, contact PhotoTownship.

4. Listing and Selling
Listing Description: By listing an item on the Site you warrant that you and all aspects of the item comply with PhotoTownship's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your PhotoTownship shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. Each unique item must have its own listing.

Shop Policies: All sellers are urged to outline shop policies for their PhotoTownship shop. These policies may include, for example, shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with PhotoTownship's site-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. PhotoTownship reserves the right to request that a seller modify a shop policy.

Binding Sale: All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller's listing (such as payment method), or (b) the seller cannot authenticate the buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.

Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding PhotoTownship transaction fees, misrepresent the item's location, or use another user's account without permission.

5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to PhotoTownship and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on PhotoTownship.

Restricted Activities: Your Content and your use of PhotoTownship shall not:

1. Be false, inaccurate or misleading
2. Be fraudulent or involve the sale of illegal, counterfeit or stolen items
3. Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy (see also, PhotoTownship's Copyright and Intellectual Property Policy)
4. Violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti discrimination or false advertising)
5. Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall
6. Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including PhotoTownship staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
7. Be obscene or contain child pornography
8. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
9. Host images not part of a listing
10. Modify, adapt or hack PhotoTownship or modify another website so as to falsely imply that it is associated with PhotoTownship;
11. Appear to create liability for PhotoTownship or cause PhotoTownship to lose (in whole or in part) the services of PhotoTownship's ISPs or other suppliers
12. Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, or other policy documents as posted on PhotoTownship.

Furthermore, you may not list any item on PhotoTownship (or consummate any transaction that was initiated using PhotoTownship's service) that, by paying to PhotoTownship the percentage fee, could cause PhotoTownship to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.

6. Content
License: PhotoTownship does not claim ownership rights in your Content. You grant PhotoTownship a license solely to enable PhotoTownship to use any information or Content you supply PhotoTownship with, so that PhotoTownship is not violating any rights you might have in that Content. You grant PhotoTownship a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow PhotoTownship to store or re-format your Content on PhotoTownship and display your Content on PhotoTownship in any way as PhotoTownship chooses. PhotoTownship will only use personal information in accordance with PhotoTownship's Privacy Policy.

As part of a transaction, you may obtain personal information, including email address and shipping information, from another PhotoTownship user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for PhotoTownship-related communications. PhotoTownship has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any PhotoTownship user to your email or physical mail list. For more information, see PhotoTownship's Privacy Policy.

Re-Posting Content: By posting Content on PhotoTownship, it is possible for an outside website or a third party to re-post that Content. You agree to hold PhotoTownship harmless for any dispute concerning this use. If you choose to display your own PhotoTownship-hosted image on another website, the image must provide a link back to its listing page on PhotoTownship.

Idea Submissions: PhotoTownship considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and PhotoTownship shall not be liable for the disclosure or use of such Material. If, at PhotoTownship's request, any member sends Material to improve the site (for example through the Forums or to customer support), PhotoTownship will also consider that Material to be non-confidential and non-proprietary and PhotoTownship will not be liable for use or disclosure of the Material. Any communication by you to PhotoTownship is subject to this Agreement. You hereby grant and agree to grant PhotoTownship, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully-paid, sub licensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

7. Information Control
PhotoTownship does not control the Content provided by users that is made available on PhotoTownship. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.

Additionally, there may also be risks dealing with international trade and foreign nationals. By using PhotoTownship, you agree to accept such risks and that PhotoTownship (and PhotoTownship's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on PhotoTownship. Please use caution, common sense, and practice safe buying and selling when using PhotoTownship.

Other Resources: PhotoTownship is not responsible for the availability of outside websites or resources linked to or referenced on the Site. PhotoTownship does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that PhotoTownship shall not be responsible or liable, directly or indirectly, for any damage 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 websites or resources.

8. Meetings
Users may arrange and attend online virtual meetings or in-person meetings ("Meetings") with one or more individuals. Users are solely responsible for interactions with others. Users must comply with PhotoTownship's policies and acknowledge and agree to comply with the laws of the city, county and country in which the Meeting occurs. Additional eligibility requirements for a particular group or Meeting may be set by the group's contact person. PhotoTownship is not involved with user generated groups, the groups' requirements, or the Meetings.

PhotoTownship does not supervise or control the Meetings, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users are solely responsible for interactions with others. Users understand that PhotoTownship does not in any way screen its users. All users agree to exercise caution and good judgment in all interactions with others, particularly if meeting offline or in person.

Groups or User Fees: Some user-generated groups on PhotoTownship may require or request that users pay fees in order to be a member of the group, participate in a promotion, or participate in Meetings. PHOTOTOWNSHIP IS NOT INVOLVED IN THE TRANSACTIONS, THE PAYMENTS OR THEIR PROCESSING. THE PAYMENT DOES NOT GO TO PHOTOTOWNSHIP; THIS MONEY IS SEPARATE FROM ANY FEES OR CHARGES ASSESSED BY PHOTOTOWNSHIP, AND PHOTOTOWNSHIP HAS NO CONTROL OVER THE MONEY, THE USER-GENERATED GROUPS, PROMOTIONS, THE MEETINGS, OR THE LEADER OF THE GROUP IN CONNECTION WITH ITS USE. YOU ACKNOWLEDGE AND AGREE THAT PHOTOTOWNSHIP IS NEITHER INVOLVED NOR A PARTY IN ANY PAYMENT, TRANSACTION OR INTERACTION BETWEEN OR AMONG USER-GENERATED GROUPS, PHOTOTOWNSHIP USERS AND/OR THIRD PARTIES (together a "Third Party Transaction"), AND THAT YOU BEAR ALL RISK IN CONNECTION WITH YOUR THIRD PARTY TRANSACTIONS. Users should use common sense and be careful in deciding whether to contribute money.

9. Resolution of Disputes and Release
In the event a dispute arises between you and PhotoTownship, please contact PhotoTownship.

Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Delaware using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in Delaware. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and PhotoTownship agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Should you have a dispute with one or more users, or an outside party, you release PhotoTownship (and PhotoTownship's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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 disputes. PhotoTownship encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

PhotoTownship, for the benefit of users, may try to help users resolve disputes. PhotoTownship does so in PhotoTownship's sole discretion, and PhotoTownship has no obligation to resolve disputes between users or between users and outside parties. To the extent that PhotoTownship attempts to resolve a dispute, PhotoTownship will do so in good faith based solely on PhotoTownship's policies. PhotoTownship will not make judgments regarding legal issues or claims.

10. PhotoTownship's Intellectual Property
PHOTOTOWNSHIP, and other PhotoTownship graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks or trade dress of PixWand, Inc. in the U.S. and/or other countries. PhotoTownship's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

11. Access and Interference
PhotoTownship may contain robot exclusion headers which contain internal rules for software usage. Much of the information on PhotoTownship is updated on a real-time basis and is proprietary or is licensed to PhotoTownship by PhotoTownship's users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access PhotoTownship for any purpose whatsoever, without PhotoTownship's prior express written permission. Additionally, you agree that you will not:

1. Take any action that imposes, or may impose, in PhotoTownship's sole discretion, an unreasonable or disproportionately large load on PhotoTownship's infrastructure
2. Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) or other allowed uses as set out in The DOs & DON'Ts of PhotoTownship from the Site except to the extent expressly permitted by written permission of PhotoTownship and the appropriate third party, as applicable
3. Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site
4. Bypass PhotoTownship's robot exclusion headers or other measures PhotoTownship may use to prevent or restrict access to PhotoTownship.

12. Breach
Without limiting any other remedies, PhotoTownship may, without notice, and without refunding any fees, delay or immediately remove Content, warn PhotoTownship's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:

PhotoTownship suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, The DOs & DON'Ts of PhotoTownship, or other policy documents and community guidelines incorporated herein; PhotoTownship is unable to verify or authenticate any of your personal information or Content; or PhotoTownship believes that a user is acting inconsistently with the letter or spirit of PhotoTownship's policies, has engaged in improper or fraudulent activity in connection with PhotoTownship or the actions may cause legal liability or financial loss to PhotoTownship's users or to PhotoTownship.

13. Privacy
Except as provided in PhotoTownship's Privacy Policy PhotoTownship will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. PhotoTownship stores and processes Content on computers located in the United States that are protected by technological security.

14. No Warranty
PHOTOTOWNSHIP, PHOTOTOWNSHIP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND PHOTOTOWNSHIP'S SUPPLIERS PROVIDE PHOTOTOWNSHIP'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PHOTOTOWNSHIP, PHOTOTOWNSHIP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND PHOTOTOWNSHIP'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM PHOTOTOWNSHIP SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

15. Liability Limit
IN NO EVENT SHALL PHOTOTOWNSHIP, AND (AS APPLICABLE) PHOTOTOWNSHIP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR PHOTOTOWNSHIP'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, PHOTOTOWNSHIP'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

PHOTOTOWNSHIP'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF PHOTOTOWNSHIP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO PHOTOTOWNSHIP IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

16. Indemnity
YOU AGREE TO INDEMNIFY AND HOLD PHOTOTOWNSHIP AND (AS APPLICABLE) PHOTOTOWNSHIP'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

17. No Guarantee
PhotoTownship does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside PhotoTownship's control.

18. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any PhotoTownship service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on PhotoTownship's net income).

19. Severability
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

20. No Agency
You and PhotoTownship are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

21. PhotoTownship Service
PhotoTownship reserves the right to modify or terminate the PhotoTownship service for any reason, without notice, at any time. PhotoTownship reserves the right to alter these Terms of Use or other Site policies at any time, so please review the policies frequently. If PhotoTownship makes a material change PhotoTownship will notify you here, by email, by means of a notice on our home page, or other places PhotoTownship deems appropriate. What constitutes a "material change" will be determined at PhotoTownship's sole discretion, in good faith, and using common sense and reasonable judgment.

22. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Delaware, excluding its conflicts of laws rules, and the United States of America.

23. Survival
Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Information Control), 8 (Meetings, Groups or User Fees), 9 (Resolution of Dispute and Release), 10 (PhotoTownship's Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (No Guaranty), 19 (Severability), 20 (No Agency), 22 (Choice of Law) shall survive any termination or expiration of this Agreement.

24. Notices
Except as explicitly stated otherwise, any notices shall be given by postal mail to:

PhotoTownship Attn: Legal Department 85 East Gay Street Suite 1000 Columbus, Ohio or, in your case, to: the email address you provide to PhotoTownship (either during the registration process or when your email addres changes).

Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, PhotoTownship may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to PhotoTownship. In such case, notice shall be deemed given three days after the date of mailing.

For issues with intellectual property, please provide the notice as specified in PhotoTownship's Copyright and Intellectual Property Policy.

25. Disclosures
The services hereunder are offered by Pixwand Inc., located at 85 East Gay Street, Columbus, Ohio.



PixWand, Inc. ("PhotoTownship") has adopted the following general policy toward copyright and intellectual property infringement in accordance with general U.S. intellectual property laws and the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). PhotoTownship will respond to notices of this form from jurisdictions other than the U.S. as well. The address of PhotoTownship's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

PhotoTownship may act expeditiously to respond to a proper notice by (1) removing or disabling access to material claimed to be subject of infringing activity; and (2) removing and discontinuing service to repeat offenders. If PhotoTownship removes or disables access in response to such a notice, PhotoTownship will make a good-faith attempt to contact the allegedly infringing party ("Member") so that they may make a counter notification.

A. Procedure for Reporting Copyright or Intellectual Property Infringements:
If you materially misrepresent that a product or activity is infringing your intellectual property, you may be liable for damages (including costs and attorneys' fees). Therefore, if you are not sure whether the material infringes upon your intellectual property, please contact an attorney before contacting PhotoTownship.

If you believe that material residing on or accessible through the PhotoTownship web site or service infringes a copyright or other intellectual property right, to provide PhotoTownship of notice of such infringement, you must send a written notice of the infringement to the Designated Agent listed below. Please specify the type of infringement at issue and the notice must include the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or intellectual property right that has been allegedly infringed upon (by fax or regular mail – not by email, except by prior agreement);
2. Identification in sufficient detail of the material being infringed upon (for an allegation of a patent infringement, please provide a patent number);
3. Identification of the material that is claimed to be infringing upon the intellectual property. Include information regarding the location of the infringing material with sufficient detail so that PhotoTownship is capable of finding and verifying its existence (for listings, please provide item numbers);
4. Contact information about the notifier including the name of the intellectual property owner, the name and title of the person contacting PhotoTownship on the owner's behalf, the address, telephone number and, if available, e-mail address;
5. A statement that the notifier has a good faith belief that the material is not authorized by the intellectual property or copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the intellectual property or copyright owner.

When removing material from the site, PhotoTownship will make reasonable attempts to inform the Member of the removal, the reason for the removal, and may provide the Member with a copy of the notice and the notifying party’s contact information.

B. Removal of Allegedly Infringing Material
Once Proper Bona Fide Infringement Notification is received by the Designated Agent, PhotoTownship may remove or disable access to the material infringing upon the intellectual property. If PhotoTownship removes or disables access to content in response to an infringement notice, PhotoTownship will make reasonable attempts to notify the Member that PhotoTownship has removed or disabled access to the material. Repeat offenders will have all material removed from the system and PhotoTownship will terminate such Members’ access to the service.

C. Procedure to Supply a Copyright Counter-Notice to the Designated Agent:
If you materially misrepresent that a product or activity is not infringing upon the intellectual property, you may be liable for damages (including costs and attorneys’ fees). Therefore, if you are not sure whether or not the material infringes on the intellectual property, please contact an attorney before contacting PhotoTownship.

If a Member believes that their material that was removed or to which access was disabled is not infringing upon a copyright, you must send a counter-notice, pursuant to 512(g)(2) and (3) of the Digital Millennium Copyright Act. Please do not re-list or reactivate the material yourself. The counter-notice must contain the following information to the Designated Agent listed below.

1. Your physical or electronic signature (by fax or regular mail – not by email, except by prior agreement);
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
3. A statement, under penalty of perjury, that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material;
4. Your name, address, telephone number, and, if available, e-mail address and a statement that you consent to the jurisdiction of the Federal Court for the judicial district in which the Member’s address is located, or if your address is located outside the United States, for any judicial district in which PhotoTownship is located, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

If a counter-notice is received by the Designated Agent, PhotoTownship may send a copy of the counter-notice to the original complaining party informing that person that PhotoTownship may replace the removed material or cease disabling it in 10 business days. Unless the copyright or intellectual property owner files an action seeking a court order against the Member, the removed material may be replaced or access to it restored in 10 to 14 business days after receipt of the counter-notice, at PhotoTownship’s discretion.

Please contact PhotoTownship’s Designated Agent to submit Notifications of Claimed Infringement and Copyright Counter-Notices at the following address: Designated Agent to Receive Notification of Claimed Infringement: Pixwand Inc. 85 East Gay Street Suite 1000 Columbus, Ohio Email: abuse@PhotoTownship.com



We here at PhotoTownship support and encourage ideas, services, and tools that use and supplement the PhotoTownship services; however, we are also serious about protecting our reputation and brand identity. To help us achieve this goal, we have created these guidelines to help PhotoTownship members, PhotoTownship Teams, and others refer to us or our services without compromising the strength of our trademarks or our brand identity. In other words, these guidelines only concern the use of PhotoTownship’s intellectual property (for example, the use of the term “PhotoTownship”). For issues regarding any intellectual property which is not exclusively owned by PixWand, Inc. please refer to PhotoTownship’s Copyright and Intellectual Property Policy.

Trademark Basics
A trademark is a word, name, symbol or device (or a combination thereof) that identifies the goods or services of a person or company and distinguishes them from the goods and services of others. The word “PhotoTownship” and other PhotoTownship graphics, logos, designs, page headers, button icons, scripts, and service names (together, the “PhotoTownship Marks”) are trademarks or trade dress of PixWand, Inc. in the U.S. and/or other countries.

Why must PhotoTownship Protect the PhotoTownship Marks? PhotoTownship must be to able assure Internet users and others that only the services offered, sponsored, or endorsed by PhotoTownship actually bear the PhotoTownship Marks. Trademark law requires that we not only protect against improper use of the PhotoTownship Marks, but also protect against the use of confusingly similar marks.

Using the PhotoTownship Marks.

In order for you to help us protect the PhotoTownship Marks, we ask the following:

DO::

• Do make fair use of PhotoTownship’s Marks. PhotoTownship supports free speech and you do not need permission to make legitimate commentary about PhotoTownship, the company, or PhotoTownship’s services.
• Do distinguish the PhotoTownship Marks from surrounding text by, for example, capitalizing the first letter of the PhotoTownship Marks.
• Do spell the PhotoTownship Marks properly.

DO NOT:

• Do not say things about PhotoTownship you know are not true.
• Do not incorporate the PhotoTownship Marks or a confusingly similar mark into, for example, the name of your business, organization, non-profit organization, event, or trademark.
• Do not remove, alter, distort or modify the PhotoTownship Marks, including adding other terms to the PhotoTownship Marks to create new words.
• Do not use the PhotoTownship Marks or a confusingly similar mark in a way that falsely implies a relationship or affiliation with, sponsorship, or endorsement by PhotoTownship, Inc. or that can be reasonably interpreted to suggest information comes from, or represents the views or opinions of PhotoTownship, Inc. or a PhotoTownship employee.
• Do not, without prior permission, use the PhotoTownship Marks in a product. If you would like to use the PhotoTownship Marks in connection with a product, email support@PhotoTownship.com.
• Do not use any trademarks, service marks, trade dress, designs or logos that are confusingly similar to the PhotoTownship Marks or the look and feel of the PhotoTownship website.
• Do not use the PhotoTownship Marks in any way or on any website that contains or promotes adult content, gambling, or otherwise violates applicable law or regulation.
• Do not use the PhotoTownship Marks in a manner that is in PhotoTownship’s sole opinion misleading, unfair, defamatory, infringing, libelous, disparaging, tarnishing, obscene or otherwise objectionable to PhotoTownship.
• PhotoTownship reserves the right to alter these policies at any time.

Conditions for Service
As condition of your use of the PhotoTownship Site and PhotoTownship's services, you shall not:

• Upload, post, email or otherwise transmit any content that is unlawful, harmful, threatening, harassing, defamatory, obscene, vulgar, invasive of another's privacy, hateful, or otherwise objectionable;
• Upload, post, email or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• Upload, post, email or otherwise transmit any material that depicts the harming of minors or animals in any way;
• Forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the PhotoTownship Site;
• Upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software;
• Interfere with or disrupt (or attempt to interfere with or disrupt) the PhotoTownship Site or servers or networks connected to or with the PhotoTownship Site, or disobey any requirements, procedures, policies or regulations of networks connected to or with the PhotoTownship Site;
• Exhibit expressions of abuse, offensive language and imagery, obscenity, or pornography, including, but not limited to, child abuse, child pornography, depictions of minors engaged in sexual conduct or explicitly sexual situations, or any other material that could give rise to any civil or criminal liability under applicable state or federal law, or violating any laws or regulations of any governing body having jurisdiction over PhotoTownship, its affiliates or users.

Unacceptable actions and content on the PhotoTownship Site, listed above, will constitute grounds for blocking your access to the PhotoTownship Site, removal of posted photos and non-fulfilment of your order. Moreover, PhotoTownship reserves the right to disclose any information posted by you to the relevant government authorities to satisfy any law, regulation or government request.

Your Copyrights
PhotoTownship has taken reasonable measures to protect your rights and to protect your photos from unauthorized access and display. However, in order for us to provide you with the services you requested, you:

Agree that we can, solely in connection with providing these services you request, display, modify, transmit or distribute your photos; and Acknowledge that you are the owner of the copyrights to the photos you post or transmit to us, or that you have the permission of the copyright owner to post or transmit the photos.

If you believe your copyright in a work has been violated through the PhotoTownship Site or PhotoTownship's services, please contact PhotoTownship's agent for notice of claims of copyright infringement who can be reached at PhotoTownship email support@PhotoTownship.com.

No Monitoring of Content
PhotoTownship does not control the content of any user's photos and does not have any obligation to monitor such content for any purpose.

All content provided by a user of the PhotoTownship Site is the sole responsibility of that user, not PhotoTownship.