SIMPLEPHOTO TERMS OF SERVICE
Updated July 15, 2013
It is your responsibility to read and be aware of SimplePhoto's Terms of Service (“TOS”). This Agreement is made by and between WaveWheel, Inc. or WaveWheel Inc, dba SimplePhoto (hereinafter referred to collectively as "SimplePhoto", "we" and/or "us"), and you (“Client”, “Customer” and/or “you”). "Pro Image Gallery" is a branded version of SimplePhoto built for Printmakers, Inc..
Signing up for a SimplePhoto membership plan or SimplePhoto services, constitutes a legally binding contract between SimplePhoto and you hereby agree to the following Terms of Service.
If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
Please read them carefully.
ABOUT THESE TERMS
SimplePhoto reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion. Our services are very diverse and laws may change, so additional terms or requirements may be added to our TOS. Additional terms that apply to your account will be available for review on your SimplePhoto control panel. Additional terms become part of your agreement with SimplePhoto if you continue to use SimplePhoto and its services. Please frequently review and become familiar with these terms.
We are constantly changing and improving SimplePhoto and our services. We may add or remove functionalities or features or suspend or stop a service altogether. Changes will not apply retroactively. Changes addressing new functions in SimplePhoto services or changes made for legal reasons will be effective immediately.
PAYMENTS, FEES, AND E-WALLET TERMS AND CONDITIONS
You agree that you will pay for all services provided, all membership fees, transaction fees and that SimplePhoto may charge the payment method you setup in your E-wallet for any and all services provided, all membership fees, transaction fees or any additional fees that you may incur by using our service (including late fees, as applicable) that may be accrued by or in connection with your SimplePhoto Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING SIMPLEPHOTO WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES.
In order to provide you with the best service possible, and to ensure uninterrupted access to your SimplePhoto account, we require all members to provide a credit card number. This credit card will be charged monthly by "Photos Online" for all applicable SimplePhoto service fees and/or transaction fees. We highly discourage you from providing us with a debit card number. We cannot be responsible for any fees or penalties which may be incurred by debit card charges you may incur from your bank or debit card provider. Agreeing to our TOS comfirms that you agree to allow "Photos Online" to charge your e-Wallet all fees relevant to SimplePhoto. You understand that if for any reason the transactions are denied, SimplePhoto may suspend or terminate your account. We will attempt to send you notice via the email you have provided in your Photographer Information if your e-Wallet is declined. You are responsible for providing the correct information inside your SimplePhoto account. Even if you do not receive these email notices, you are responsible for keeping your SimplePhoto e-Wallet current at all times.
Without limiting any of SimplePhoto's rights hereunder, should any fee payment become delinquent or not be retrievable from Client's E-Wallet when due, SimplePhoto may suspend or cancel the Services; however charges may continue to accrue in accordance with the Term of this Agreement and price of Services. Additionally, SimplePhoto may bill an additional charge to reinstate a suspended Customer account. Client acknowledges and agrees that SimplePhoto is not responsible whatsoever for any effect the suspension of Services might have on the Services or the results or effectiveness thereof. If SimplePhoto provides any Service discount to Customer and Customer defaults on its payments or obligations as outlined herein, SimplePhoto may rescind all discounts and require full payment for the Services. SimplePhoto reserves the right to refer any amounts owed hereunder to a third party for collection in the event of ongoing default. On any amounts not paid when due, Customer agrees to pay interest at the rate of 5% per month or, if such rate is in excess of the rate allowed by law, then Customer agrees to pay the highest rate allowed by law. In addition, Customer agrees to pay all costs of collection, including costs of litigation and reasonable attorneys' fees. SimplePhoto may also continue to submit charges on Client's credit card from time to time until all fees due are paid.
Additionally, you permanently and irrevocably waive any and all right to enact a 'chargeback' (that is, a disputed, reversed or contested charge with the applicable bank, credit card or charge card) against these charges for any reason whatsoever against SimplePhoto
SimplePhoto reserves the right to charge additional fees for services or products not outlined in your SimplePhoto membership plan. These fees will be posted at various places inside your SimplePhoto account. If these fees are not published, you will be notified by SimplePhoto prior to incurring these fees allowing you the right to refuse service.
Examples of additional fees include, but are not limited to, customizations to an account, custom programming, additional technical support not considered reasonable by SimplePhoto, types of products or orders that are exempt from commissions, and consultation.
SimplePhoto reserves the right to charge per image hosting fees if you consistently post a high volume of images and do not intend to sell.
You agree to pay all taxes related to commerce you transact with the use of SimplePhoto. This includes, but is not limited to, State and Local Sales Tax. You understand that WaveWheel, Inc. and WaveWheel inc are not responsible for paying a users tax.
SimplePhoto is not liable for any inaccuracies in taxes collected or not collected. This includes if you setup your sales tax or if you elect to have SimplePhoto setup sales tax inside your account. You are responsible for reviewing the information we have setup on your behalf for inaccuracies. All sales taxes entered into SimplePhoto are immediately applicable to orders placed on SimplePhoto. It is your responsibility to know your tax laws and liability. We are not able to provide you with this information or consult on sales tax laws. We suggest for your protection that you contact a tax attorney to get this information.
SimplePhoto will not refund any fees incurred by use of our system, including but limited to any charges by third parties, based on your use of our system.
SimplePhoto will not issue refunds for lost profits or revenues, whether or not the loss was caused by SimplePhoto, our employees, agents, sponsors, third party content providers or licensors.
It is your responsibility to notify SimplePhoto if your customer cancels an order or you issue your customer a refund for an order. We may request proof of this refund. If you do not notify us of this refund during the billing cycle when this order was placed you will be charged any applicable fees for this order.
You can stop using SimplePhoto at any time, although we’ll be sorry to see you go. SimplePhoto may also stop providing SimplePhoto services to you, or add or create new limits SimplePhoto services at any time.
If you choose to cancel your SimplePhoto services a refund for prepaid or unused services will not be issued. SimplePhoto reserves the right to charge your e-Wallet for any fees incurred, including but not limited to commissions from sales, expedite, customization, support, installation or consultation fees, to the date you cancel your account.
SIMPLEPHOTO MEMBERSHIP PLAN CHANGES
SimplePhoto strives to provide members with great services and competitive membership plans. SimplePhoto may change our membership plans or offer new membership plans at any time, and the SimplePhoto services do not offer refunds in the event of a price reduction or promotional offering. SimplePhoto will give you 30 days notice and a full billing cycle before changes go into effect.
SimplePhoto will allow you to change your SimplePhoto membership plan once per twelve (12) months. If you would like to change your SimplePhoto membership plan more than once per 12 months there will be a $150 surcharge. Upgrading from a trial account and account cancellation do not count as a membership plan change.
NOTICE OF TERMINATION
WaveWheel, Inc. or WaveWheel Inc may immediately terminate any individual's use of SimplePhoto and/or such user's password(s) or account(s) at any time. Such removal or termination may occur without notice to the user.
CODE OF CONDUCT
You agree not to engage in any of the following conduct. Such conduct is unacceptable and may result in termination of your use of SimplePhoto and services:
Restricting or inhibiting any other user from using and enjoying SimplePhoto and services;
Posting or transmitting any unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable or harmful information of any kind;
Posting or transmitting any information or software that contains a virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
Posting or transmitting materials in violation of another party's copyright or intellectual property rights;
Using SimplePhoto for any unlawful purpose
Modifying, adapting, sublicensing, translating, selling, reverse engineering, decompiling or disassembling any portion of SimplePhoto.
You acknowledge and agree that SimplePhoto /WaveWheel, Inc. has the right, but not the responsibility, to monitor SimplePhoto and site-related services, to protect itself, its sponsors and SimplePhoto /WaveWheel, Inc.'s customers, and to comply with legal obligations or governmental requests, or to respond to any circumstance that SimplePhoto /WaveWheel, Inc. deems to be an emergency. SimplePhoto /WaveWheel, Inc. reserve the right to refuse to post or to remove any information or materials, in whole or in part, that are unacceptable, offensive or in violation of this Agreement, in the sole determination of SimplePhoto /WaveWheel, Inc.
WARRANTY AND LIABILITY DISCLAIMER INFORMATION
WaveWheel, Inc. or WaveWheel Inc, dba SimplePhoto, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, OR ANY PRODUCT OR SERVICE LICENSED OR PURCHASED THROUGH SimplePhoto, IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NO INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OF THE PRODUCTS OR SERVICES DESCRIBED HEREIN IS PROVIDED SOLELY BY THE OWNER, ADVERTISER OR MANUFACTURER OF THAT PRODUCT AND/OR SERVICE, AND NOT BY SimplePhoto OR THIS STATION. YOU ALSO ACKNOWLEDGE THAT YOUR ACCESS TO SimplePhoto AND/OR SITE-RELATED SERVICES MAY NOT BE UNINTERRUPTED, ERROR-FREE, OR SECURE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF SIMPLEPHOTO AND SITE-RELATED SERVICES.
NEITHER WaveWheel Inc, WaveWheel, Inc., NOR OUR EMPLOYEES, AGENTS, SPONSORS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS ARE RESPONSIBLE OR LIABLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, OR DIRECT, INDIRECT, SPECIAL CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO SimplePhoto, SITE-RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN SimplePhoto. YOU SPECIFICALLY ACKNOWLEDGE THAT SimplePhoto AND THIS STATION ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOUR SOLE REMEDY FOR DISSATISFACTION WITH SimplePhoto, SITE-RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN SimplePhoto IS TO STOP USING THE SITE AND/OR THOSE SERVICES.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Although WaveWheel, Inc. attempt to ensure the integrity of SimplePhoto, a possibility exists that SimplePhoto could include inaccuracies or errors, or unauthorized additions, deletions and alterations to SimplePhoto. WaveWheel, Inc. make no guarantees whatsoever as to its completeness, correctness, or accuracy. In the event that such an inaccuracy arises, please inform WaveWheel, Inc. at firstname.lastname@example.org so that it can be corrected.
Under no circumstances will WaveWheel, Inc. or WaveWheel Inc be liable for any loss or damage caused by your reliance on SimplePhoto.
ALWAYS BACKUP YOUR PHOTO FILES.
You hereby agree to indemnify, defend, and hold harmless SimplePhoto and each of SimplePhoto's officers, directors, employees, agents, and affiliates, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys, accountants and expert witness fees), of whatsoever kind and nature, that are imposed on or incurred by SimplePhoto as a consequence of or in connection with: (i) any breach of this Agreement by Customer, (ii) any breach or violation by you of any other SimplePhoto term, condition, rule, agreement or policy, (iii) any representation or warranty by you that proves to be untrue or inaccurate in any way, (iv) any failure by you to perform in accordance with this Agreement, (v) Your use of the Services, or (vi) the Website, Content and/or URL's. SimplePhoto and the other indemnified parties' rights hereunder shall not be limited or offset by any contributory negligence by SimplePhoto or any other such indemnified party.
You agree to give prompt written notice to SimplePhoto upon the receipt of notice of any claim by a third party against you which might give rise to a claim against SimplePhoto, stating the nature and the basis of such claim and, if ascertainable, the amount thereof.
All code to provide SimplePhoto services are copyright 1999 - 2016 WaveWheel, Inc.
© Copyright 1999 - 2013 WaveWheel, Inc - All Rights Reserved.
The "SimplePhoto" logo is a trademark and service mark of WaveWheel, Inc.. SimplePhoto is a trademark and service mark of WaveWheel, Inc. All other trademarks, service marks and logos used in SimplePhoto are the trademarks, service marks or logos of you, the user. You may not use the SimplePhoto trademark or service mark without the prior written consent of WaveWheel, Inc.
SimplePhoto reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. SimplePhoto may make such changes or modifications to the terms and conditions contained in this Agreement in accordance with the terms of this Agreement and Client's continued use of the SimplePhoto services following SimplePhoto's posting of any changes or modifications will constitute Client's acceptance of such changes or modifications.
You acknowledge that you have read, understand and agree to be bound by all of the terms and conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions, or service agreements that are or may be established by SimplePhoto from time to time and are incorporated herein by reference. If you are not yet 18 years old, a parent or guardian may agree to be bound by the terms of this Agreement on your behalf.