- Ownership of Site. The Site is owned and operated by Miller's. All images, audio, video and related informational materials in any medium made available by Miller's hereunder, including related text, captions, or information (collectively referred to as "Content"), is owned by Miller's or our Photographers or licensors and is protected by U.S. and international copyright laws, trade dress, moral rights, and other intellectual property rights. Except as explicitly permitted under this Agreement, no portion or element of this Site or its Content may be copied or retransmitted via any means and all related rights shall remain the exclusive property of Miller's and its Photographers and licensors.
- Purpose of Site. Mpix.com offers digital photography services ("Services(s)") that provide our customers with the ability to view, share, store and order prints of digital images.
- Availability of Site. The Site is generally available 24 hours a day, 7 days a week. However, Miller's retains the right to make the Site unavailable from time to time for any reason, including scheduled and unscheduled maintenance, as well as equipment or software failures. You agree that Miller's shall not be liable to you for any modification, suspension or discontinuance of the Site or Services. You are responsible for providing all equipment necessary to access the internet and the Site. Access to the Site requires a web browser that meets the operational needs of the Site. Miller's does not guarantee that the Site will be compatible with your equipment or software, and you are responsible for assuring such compatibility.
- Passwords. Access to and use of the Site is generally through a combination of a user name and password. No other person is permitted to access the Site using the user names and passwords of any other Customer. You are responsible for all activity on the Site that occurs under your user name and password, regardless of whether you have authorized the same.
- Rights Management. FOR THE PROTECTION OF MILLER'S AND ITS PHOTOGRAPHERS AND OTHER LICENSORS, CONTENT MAY BE VISIBLY, INVISIBLY, OR ELECTRONICALLY WATERMARKED AND MAY INCLUDE THE USE OF DIGITAL RIGHTS MANAGEMENT SYSTEM TECHNOLOGY WITHIN CONTENT. SUCH TECHNOLOGY MAY PERMIT ONLINE CRAWLING OR TRACKING OF CONTENT OBTAINED FROM THE SITE AND/OR OTHER METHODS OF PROTECTING, MONITORING, OR TRACKING THE UNAUTHORIZED USE OF THE CONTENT ("RIGHTS MANAGEMENT SYSTEMS (RMS)"). If you do not consent to the use of RMS, do not use the Site or any Content found therein. You shall not knowingly disable any such technology or tool. You may not remove any copyright or other proprietary notices contained in the Content, caption information, or any other material on this Site.
- Pricing and Provision of Services. Subject to the terms and conditions of this Agreement, and to any other terms and conditions applicable to Customer, Miller's agrees to fulfill your online orders such as print and reprint order processing and other services that may be amended by Miller's in accordance with its practices and procedures from time to time, at prices and subject to the other terms and conditions that are set forth on the Site. All prices are stated in U.S. dollars and 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 will be added to your order during the checkout process. Miller's makes every effort to provide current and accurate information about products, services and prices but we do not guarantee the accuracy of such information, and we specifically disclaim responsibility for product information provided to you by the Photographers. Information about products is subject to change without notice. Prices are subject to change prior to our acceptance of your order. In the event that you order products and the price published on the Service was incorrect, Miller's will contact you to let you know the correct price and ask you whether you still wish Miller's to fulfill your order at the correct price. Any dates specified for delivery of any products are intended to be an estimate only
- Use of Content on Site. You may have access to Content comprised of low-resolution digital images. Photographer grants to you a non-exclusive, non-sublicensable right to download one copy of these images on your personal computer for purposes of determining which images to order from the Site. You may not utilize the images in any manner that is not expressly permitted in this agreement. Except as specifically provided in this Agreement, you may not share, copy, print, modify, alter, remove any watermarks or copyright notices, or otherwise make derivative works from all or any portion of the Content.
- No Releases. Neither Photographer nor Miller's grants you any rights, and makes no warranties with regard to the use of names, trademarks, logos, registered, unregistered or copyrighted designs or works of art depicted in any Content. Unless otherwise agreed in writing, no model, property, team logo, trademark or other releases are granted by Miller's in connection with the delivery of Content hereunder
- Cancellation of Accounts. Miller's reserves the right, at its discretion, to cancel or discontinue accounts which have been inactive for more than 60 days.
- Forums. From time to time the Site may include bulletin boards, chat rooms, or other forums ("Forums") and the information and opinions expressed in the Forums are not those of Miller's or the Photographers. You are solely responsible for all content you post on or submit to the Forums. You are aware and acknowledge that neither Miller's nor the Site has any obligation to monitor the Forums and you are not relying upon Miller's or the Site to monitor the Forums. Furthermore, neither Miller's, the Site, nor the Photographers, are responsible or liable to any person or entity whatsoever (including, without limitation, persons who may use or rely on such data or materials or to whom such data or materials may be furnished) for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided in or through the Site. The Forums shall be used only in a noncommercial manner. You shall not, without our express approval, distribute or otherwise publish any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services. You specifically acknowledge that soliciting other Miller's.com users to join or become members of any commercial online service or other organization is expressly prohibited. By posting content to any Forum or submitting any content to the Site, you grant (or warrant that the owner of such rights has expressly granted) to Miller's a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute such content or incorporate such content into any form, medium, or technology now known or later developed throughout the universe.
Disclaimer of Warranty and Limitation of Liability. THE SITE AND
SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS,
IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY
LAW, MILLER'S DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY,
TIMELINESS, AND PERFORMANCE OF THIS SERVICE. WE DO NOT WARRANT THAT THE
FUNCTIONS PERFORMED BY THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
THE SITE OR THE SERVERS THAT SUPPORT IT WILL BE FREE FROM VIRUSES OR OTHER
HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY
CONTENT RELATED OR PRODUCTS ON THE SITE.
MILLER'S AND THE PHOTOGRAPHER(S) GRANT NO RIGHTS AND MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OF ANY NAMES, INDIVIDUALS, LIKENESSES, TRADEMARKS, LOGOTYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE. IT IS YOUR RESPONSIBILITY TO ASSURE THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED FOR YOUR USE OF ANY IMAGES ARE OBTAINED.
YOU UNDERSTAND AND AGREE THAT THE SUBMISSION OF ANY CONTENT OR IMAGE TO SITE, AND THE DOWNLOAD OR UPLOAD OF ANY CONTENT OR MATERIAL THROUGH THE SITE OR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR CONTENT OR IMAGE OR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT IN THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UPS OF YOUR DIGITAL CONTENT. IN THE EVENT OF ANY LOSS OF, OR DAMAGE TO, YOUR CONTENT OR IMAGES MILLER'S SHALL BE LIABLE ONLY TO THE EXTENT OF OUR RETURN POLICY, NOT TO EXCEED THE VALUE OF THE IMPACTED ORDER.
EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING PARAGRAPH, TO THE FULLEST EXTENT ALLOWED BY LAW, MILLER'S AND THE SITE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICE(S), (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE OR THE SERVICE(S), (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICE(S) OR PRODUCTS OFFERED ON THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, MILLER'S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL IN NO EVENT, EXCEED THE GREATER OF THE VALUE OF THE ORDER OR $100.00.
- Code of Acceptable Conduct. You agree not to use the Site or Service(s):
- for any unlawful purposes;
- to upload, post, order for print, email or otherwise transmit or communicate any material that is obscene, offensive, profane, pornographic, unlawful, threatening, menacing, abusive, harmful, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable;
- to upload, post, order for print, email or otherwise transmit or communicate any material that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trade mark, patent or other intellectual property right or any moral right of any party;
- to harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
- to forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
- to attempt to upload images by any method to another user's account without permission
- to upload, post, email or otherwise transmit any material which is likely to cause harm to Miller's or anyone else's computer systems, including but not limited to that which contains any virus, code, worm, data or other files or programs designed to damage or allow unauthorized access to the Service which may cause any defect, error, malfunction or corruption to the Service(s);
- to make images hosted by Miller's available for viewing by the general public through a publicly posted link to the image or otherwise;
- to transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
- to impersonate any person or entity, or otherwise to misrepresent your affiliation with a person or entity; or
- to collect, intercept or harvest screen names, to collect, intercept or store personal data about other users of the Service(S) or to solicit or attempt to discover a user's password, screen name or other registration information without the user's express knowledge and consent.
- Indemnification. You understand and agree that you are personally responsible for your behavior in connection with the use of the Site and our Service(s). You agree to indemnify, defend and hold harmless Miller's, the Photographers, and our subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party service providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of (a) images or other content you post to or download or order from the Site or submit through the Service(s), (b) use or misuse of the Service by you or any other person who accesses the Service(s) using your account, (c) any violation of this Agreement, or (d) any violation of any rights of a third party.
- Successors and Assigns. Customer may not subcontract or otherwise delegate its obligations under this Agreement without Miller's prior written consent. Subject to the foregoing, this Agreement will be for the benefit of Miller's successors and assigns, and will be binding on Customer's permitted assignees.
- Governing Law. this Agreement shall all be governed and construed in accordance with the laws of the State of Kansas applicable to agreements made and to be performed in Kansas, and that any legal action or proceeding between Miller's and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Kansas. Miller's failure to enforce any provision of this Agreement shall not constitute a waiver of any provision or right.
- Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
- Waiver. The waiver by Miller's of a breach of any provision of this Agreement by Customer shall not operate or be construed as a waiver of any other or subsequent breach by Customer.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.