Terms of Service

SUBSCRIBER AGREEMENT FOR imediastock.com

This Subscriber Agreement (the "Agreement") sets forth the terms and conditions of your imediastock.com Subscription. As a condition of subscribing to imediastock.com, you must accept the Agreement in its entirety.

PLEASE REVIEW THIS AGREEMENT CAREFULLY AND INDICATE YOUR ACCEPTANCE BY CLICKING THE BACK BUTTON AND CLICKING ON THE "I HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THE SUBSCRIBER AGREEMENT" CHECKBOX (hereafter the "I Have Read..." checkbox) BEFORE CONTINUING. BY USING THIS SERVICE AFTER CLICKING THIS CHECKBOX, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF THIS AGREEMENT IS NOT ACCEPTABLE, PLEASE SO INDICATE BY EXITING THIS SUBSCRIPTION SIGN-UP.

1. GENERAL
imediastock.com is an electronic information service (the "Service") operated by Photo Dp on the World Wide Web of the Internet (currently located at www.imediastock.com). The Service offers Subscribers access to art, images, photos, and other media (the "Content") owned or licensed by Photo Dp. "Subscriber" means any person who establishes an authorized account ("Account") for access to and use of the Service. Once you click the "I Have Read..." checkbox and complete the registration process, you become a Subscriber. By becoming a Subscriber and using the Service, you are indicating that you are at least 18 years old, and that you agree to be bound by all of the terms in this Agreement. The right to use the Service is personal to you, and your Account is not transferable by you. You are encouraged to print and keep a copy of this Agreement.

2. SUBSCRIBER INFORMATION
By clicking the "I Have Read..." checkbox, you agree that Photo Dp may store information you provide as part of the registration process, as well as usage information, and provide aggregate statistical information about subscribers to advertisers, potential advertisers, and Content Providers. Except in the event of merger or sale of substantially all of the assets of Photo Dp, Photo Dp will not: (1) sell or otherwise disclose to third parties personal identifying information, such as your name, address, email address, or phone number, unless required to do so by court order; (2) Photo Dp will not disclose to third parties your credit card information except to the extent necessary to complete a transaction initiated by you. Photo Dp may use such information to inform you about other Photo Dp publications, products and services, unless you notify Photo Dp that you do not wish to receive such information. Photo Dp may also deliver additional messages about the Service to you by e-mail.

3. PRICE AND PAYMENT
3.1 Subscription to the Service is on an annual basis. You authorize Photo Dp to charge to the credit card account designated during the registration process the then applicable annual Subscription fee ("Subscription Fee"). Information on current Subscription Fees and other charges can be found at http://www.imediastock.com/content/subscribe/subscribe.asp (the "Subscription Information" section). You may send cancellation requests to Photo Dp via the Member Services section of the Service. You agree to pay all sales, use, value-added, personal property or other governmental tax or levy imposed on the fees paid by you hereunder, other than taxes based on net income or profits of Photo Dp Imagery, Inc.

3.2 Photo Dp will automatically charge to your credit card the fees for the Subscription. Unless otherwise provided in the Subscription Information section of the Service, Subscription Fees will be charged at the standard Subscription Fees in effect at the time the fee becomes payable. Payment of all fees and charges must be made by a major valid approved credit card. Information on the credit cards accepted by Photo Dp is available in the Subscription Information section of the Service. If you are not satisfied with your purchase and you notify us within 5 business days of your transaction, we will issue you a refund by crediting the credit card you used to place your order. All you have to do is to promise and agree that you have made and will make no use of the images, and that you have deleted all copies of the images.

4. SUBSCRIBER ACCOUNT RESPONSIBILITIES
You are responsible for ensuring that all use of the Service under your Account (i.e., use of the Service by any person using your User ID and password) complies with the provisions of this Agreement and for maintaining the confidentiality of your password. If you believe that your Account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your password), you must promptly change your password and inform Photodp of the violation through the Member Services section of the Service. You also are responsible for any fees or charges incurred to access the Service through an Internet access provider or other third-party service. YOU, AND NOT Photo Dp, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.

5. CHANGES
Photo Dp reserves the right, at any time, to (i) change the terms of this Agreement, (ii) change the Service, including eliminating or discontinuing any content or feature of the Service, restricting the hours of availability or limiting the amount of use permitted, or (iii) change any fees or charges for use of the Service, including instituting new or increased fees or charges for the use of the Service or any feature thereof. All changes in existing fees or charges will take effect upon your renewal of Subscription. All other changes shall be effective immediately upon notice. Notice of changes to this Agreement shall be made by posting the new Agreement in the Subscription Information section of the Service, and you agree to review this section regularly to obtain timely notice of such changes. Any use of the Service under a Subscriber's Account after such notice shall be deemed to constitute acceptance of the changes by the Subscriber. Photo Dp may give any other notices to you, at Photo Dp's option, by sending notices to you by electronic or conventional mail. Notices by you to Photo Dp must be given by electronic or conventional mail. Notices to Photo Dp by electronic mail must be sent to the email account located in the Member Services section of the Service. Notices to Photo Dp by conventional mail must be sent to: Photo Dp, 3469 Lawton St. #627, San Francisco, CA 94122-3102, Attn: Customer Service, imediastock.com. Any notice conveyed by you to Photo Dp will not change the terms of this Agreement or any Photo Dp operating rule, unless the change is expressly accepted in a signed writing by an authorized officer of Photo Dp.

6. SUBSCRIBER CONDUCT
6.1 You shall be responsible for, and assume all liability associated with, any material made available through the Service under your Account, including liability for claims of infringement, libel and slander. You shall not post, transmit through or otherwise make available on the Service (i) any material which violates or infringes in any way upon the rights of others, which is unlawful, defamatory, obscene, abusive, profane, vulgar, sexually explicit, racist, threatening, hateful or otherwise objectionable or which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, (ii) any copyrighted material, without the express written consent of the owner thereof, (iii) any advertising or any solicitation with respect to products or services without the express prior written consent of Photo Dp, (unless posted in an area specifically designated for that purpose), or (iv) any information or software that contains a virus, worm, or other harmful or disruptive component. If Photo Dp allows posting, it does not and cannot review every message posted on such a Service, Photo Dp shall be under no obligation to permit any material that you post or transmit to remain on the Service, and may refuse to display or may remove from the Service any material which Photo Dp, in its sole discretion, believes to violate this Agreement.

6.2 You acknowledge and agree that, by submitting any resource, link, applet, information, content or other materials ("Content") to Photo Dp, you grant to Photo Dp a nonexclusive, worldwide license to link to, reproduce, distribute, adapt, perform, display, and transmit the submitted content, and to sublicense or assign such rights to others. Further, by submitting Content to Photo Dp, you acknowledge that you have the authority to grant such rights to Photo Dp. You also vest the copyright of such Content to Photo Dp. The copyright will be in the name of Photo Dp. If the submitted Content includes or consists of an applet or other software resource, the license granted to Photo Dp shall apply to both object code and source code formats of the applet or resource, and Photo Dp shall have the right under its license to analyze, report on, summarize, and display the source code on its web sites; however, Photo Dp will not display the complete source code of your resource unless you grant Photo Dp express permission to do so.

6.3 You also agree that you shall not use any automated or manual means, including but not limited to the use of any site search or retrieval application to "spider" the service, to retrieve, index or in any way circumvent the navigational structure or presentation of the Service's Content as established by Photo Dp.

7. THIRD-PARTY LINKS
The Service may contain links to other web sites operated by third parties ("Linked Sites"). You acknowledge that, when you click on a link to visit a Linked Site, a frame may appear that contains the Photo Dp logo, advertisements and/or other content selected by Photo Dp. You acknowledge that Photo Dp and its sponsors neither endorse nor are affiliated with the Linked Site and are not responsible for any content that appears on the Linked Site. You also acknowledge that the owner of the Linked Site neither endorses nor is affiliated with Photo Dp and its sponsors.

8. COPYRIGHT AND LIMITATIONS ON USE

8.1 Content received through the Service may be displayed on your computer monitor. You agree not to reproduce, retransmit, distribute, disseminate, download, sell, circulate, or publish (except as otherwise indicated in item 3 below) or broadcast the content received through the Service to anyone, including but not limited to others in the same company or organization, without the express prior written consent of Photo Dp.

8.2 The Content, including all image files on the Service, is proprietary and protected by United States Copyright Law and International Treaty. All rights are reserved by Photo Dp. If you are purchasing this Subscription on behalf of any unit or agency of the United States Government, please read the "Government Users" section (item 8 below).

8.3 If you agree with the terms of this license, Photo Dp grants you a non-exclusive, non-transferable, right to copy and store the image files and other material contained in the Service onto Web Wide Web pages, Corporate Intranet pages, or presentations which are created by you for your own use or for use on your client's or customer's World Wide Web pages or presentations. The images displayed on a World Wide Web page or presentation may only be used as artwork, graphics or button objects. Except as otherwise indicated in item 1 above, any other use of these images is strictly prohibited and will be deemed a breach of this agreement.

8.4 You may not transfer your right to use the Service. Only one individual may access the Service at the same time using the same user name or password, unless otherwise agreed to in writing by Photo Dp.

8.5 You may not loan, sell, rent or otherwise transfer the right to use any image file or other content of this Service to any other person or entity except as provided in item 3 above.

8.6 You may not post the Content including any images for downloading or otherwise allow viewers or browsers direct download access to a collection of the image files.

8.7 For Government Users: If you are acquiring the Subscription on behalf of any unit or agency of the United States Government, the following provisions apply: The Government agrees:

(i) if the Content is supplied to the Department of Defense (DoD), the Content is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Content as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the Content is supplied to any unit or agency of the United States Government other than the DoD, the Government's rights in the Content will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA supplement to the FAR.

8.8 Copyright and Trademark Notices: The Service and all image files and other contents therein, Copyright 2003, Photo Dp. All rights reserved.

8.9 You may alter the Content, including but not limited to adding or changing text and resizing or cropping images, (hereafter "Derivative Works"). However, all ownership and any right, title and interest in and to such Derivative Works shall remain with Photo Dp.

To obtain a special license, or if you have any questions about a proposed use, contact Photo Dp Imagery, Inc. at (415) 794-9811.

9. DISCLAIMERS AND LIMITATION OF LIABILITY
YOU AGREE THAT THE USE OF THE SERVICE IS AT YOUR OWN RISK, AND ANY CONTENT, SOFTWARE OR OTHER MATERIAL OBTAINED THROUGH OR IN CONNECTION WITH THE SERVICE IS PROVIDED "AS IS". Photo Dp MAKES NO WARRANTEE, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR OF FITNESS FOR ANY PURPOSE OF THE CONTENT AND, FURTHERMORE, Photo Dp MAKES NO WARRANTEE REGARDING THE KIND OR QUALITY OF THE CONTENT OR COMPATIBILITY OF THE CONTENT WITH ANY COMPUTER, SOFTWARE BROWSER, OR OTHER EQUIPMENT. Photo Dp MAKES NO WARRANTEE THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE CONTENT, THE IMAGE FILES, AND OTHER MATERIAL CONTAINED IN THE SERVICE WILL BE ERROR-FREE; AND Photo Dp HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, OTHER THAN THOSE WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY OF Photo Dp, OR ITS EMPLOYEES, AFFILIATES, SPONSORS, AGENTS, CONTENT PROVIDERS, MERCHANTS OR LICENSORS, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EITHER JOINTLY OR SEVERALLY, EXCEED THE AGGREGATE DOLLAR AMOUNT PAID BY SUBSCRIBER TO Photo Dp IN THE 12 MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE. THE FOREGOING PROVISIONS OF THIS SECTION ARE FOR THE BENEFIT OF Photo Dp IMAGERY, ITS EMPLOYEES, DIRECTORS, AFFILIATES, AGENTS, SPONSORS, CONTENT PROVIDERS, MERCHANTS AND LICENSORS, AND EACH SHALL HAVE THE RIGHT TO ASSERT AND ENFORCE THESE PROVISIONS DIRECTLY ON THEIR OWN BEHALF. IN NO EVENT WILL Photo Dp OR ANY OF ITS AFFILIATES, SPONSORS, AGENTS OR LICENSORS, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICE OR ANY SOFTWARE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR ANY SOFTWARE OR OUT OF THE BREACH OF ANY WARRANTY OR ANY OTHER CAUSE. IN NO EVENT WILL Photo Dp, ITS AFFILIATES, SPONSORS, AGENTS, CONTENT PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THE SERVICE.

10. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Photo Dp, its affiliates, sponsors and Content Providers, and each of their respective directors, officers, employees and agents from and against all claims and expenses, including reasonable attorneys' fees, arising out of your use of the Service or your Account.

11. TERMINATION
Either you or Photo Dp may terminate this Agreement and your Account at any time, with or without cause. In the event that you are dissatisfied with the Service for any reason whatsoever the only right available to you is to terminate your Account by providing notice to Photo Dp pursuant to this Agreement. Fees and charges are refundable if you terminate the subscription for any reason within the first thirty days. Photo Dp may suspend or terminate your Account, without notice, in the event of your breach of this Agreement or for other conduct which Photo Dp, in its sole discretion, considers to be unacceptable. Suspension or termination of your Account means that the Service will no longer be accessible to you. Photo Dp shall not be responsible for any consequences of such lack of access. The provisions of the Subscriber Information, Price and Payment, Subscriber Conduct, Copyright and Limitations on Use, Disclaimers and Limitation of Liability, Indemnification, Termination, and Miscellaneous sections of this Agreement shall survive the termination of the Agreement or your Account, whether by you or Photo Dp.

12. SPECIAL NOTICE TO CALIFORNIA SUBSCRIBERS
As required by California Code Section 1789.3, this notice is to advise you of the following: (a) The Service is a service provided by Photo Dp, 3649 Lawton St. #627, San Francisco, CA 94122-3102. Photo Dp's telephone number is (415) 794-9811. (b) For a description of all current fees and charges, see the Subscription Information section of the Service. Photo Dp reserves the right to change the amount of any fee or charge and to institute new fees or charges, effective upon renewal of your Subscription. (c) If you have a complaint regarding the Service or desire further information on use of the Service, contact Photo Dp by telephone at (415) 794-9811. For complaints, you may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.

13. MISCELLANEOUS
This Agreement constitutes the entire and only agreement between you and Photo Dp with respect to the Service, and supersedes all other communications and agreements with respect to the subject matter hereof. This Agreement may be modified from time to time upon notice by Photo Dp, as described above. This Agreement shall be deemed to have been executed in the State of New York, and shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to its conflict of laws rules. If any provision of this Agreement is determined to be invalid, all other provisions shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.