You must read and agree to this ENTIRE contract. If you have any questions regarding these terms, you can contact OPF for further details. sales@onlinephotofinder.com

This Contract is between you and OnlinePhotoFinder.com a division of Postell Enterprises (sometimes referred to herein as "OPF”, “we”, "us" and "our"). By downloading Content (photographs, images, pictures, or graphics) from this website, you agree to be bound by the terms of this contract with respect to such Content. Do not download Content if you do not accept these terms.

This is a license, not a sale. You are permitted to use Content. We continue to own the intellectual property rights in the Content. Third parties who wish to use any Content must download it from the Online Photo Finder website themselves. 

1. This Contract governs your use of OPF's Content (namely, the photographic images, illustrations, animations, Flash files, or other material that you download from the OPF website in conjunction with entering into this Contract ("Content")).

2. You are hereby granted a perpetual, non-exclusive, non-transferable license to use Content on the terms and conditions contained in this Contract. You may only engage in expressly permitted activity with respect to Content. All other rights in and to the Content and accompanying materials, including, all intellectual property rights relating thereto, are retained by OPF.

ALLOWED USES:

3. You may:

(a) install Content in only one location; 

(b) physically transfer any Content from one location to another, provided that it may only be used in one location at a time;

(c) make one copy of the Content solely for backup or archival purposes or transfer the Content to a single hard drive, provided that you keep the original and accompanying documentation in your possession.;

(d) use any Content in the following applications:

(i) advertising and promotional collateral and printed materials;

(ii) online or electronic publications, including web pages;

(iii) prints and reproductions for personal use;

(e) create a Derivative Work (namely an original work within the meaning of the Copyright Act (USA) which incorporates but is not substantially similar to the Content) by incorporating the Content into your own work;

(f) use a Derivative Work in the same manner as permitted in section 3(d) above, and in items for resale; and

(g) transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall have NO further rights to use the Content. 

PROHIBITED USES:

4. You may not provide a copy of Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. You may not do anything with 

Content that is not expressly permitted. You may not:

(a) use any Content in design template applications for resale;

(b) display any Content on websites designed to induce sales of "print on demand" products, including postcards, mugs, t-shirts, posters and other items; 

(c) use Content in any posters or other items for resale;

(d) use Content or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;

(e) incorporate Content in any product that results in a redistribution of the Content;

(f) use Content in a fashion that may be considered to be pornographic, obscene, defamatory or libelous in nature;

(g) use any image in the Content that depicts a person to endorse a business, product or service;

(h) use any image in the Content that depicts a person in a potentially sensitive subject matter (see 5);

(i) if source code is contained within the Content or accompanying materials, reverse engineer, decompile, or disassemble any part of the source code;

(j) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears in the Content or its accompanying materials;

(k) sub license, sell, rent, lend, or otherwise distribute any Content;

(l) post a copy of any Content on a network server or web server for use by other users; or

(m) transfer the rights to any Content or accompanying materials, except as specifically provided for in this Contract.

5. If any of the Content featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service (for example, any photograph is used in a testimonial advertisement), or if the depiction of the model in the photo is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person is a model and the photograph is being used for illustrative purposes only. The photograph may not be used in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.

TERM:

6. This Contract is effective until terminated. You can terminate this Contract by destroying the Content, and any related Derivative Works, and any copies of it or accompanying materials, and ceasing to use the Content, and any Derivative Works related thereto. This Contract will also terminate upon your failure to comply with the terms herein. You agree, upon termination of this Contract, to destroy all copies of any Content, and any related Derivative Works, to cease using the Content, and any related Derivative Works, and to confirm to OPF in writing that you have complied with these conditions.

7. Termination of this Contract does not relieve you of your responsibilities to pay any amounts due to OPF or your obligations not to use the Content, or any related Derivative Works, other than as permitted under this Contract.

REPRESENTATIONS AND WARRANTIES:

8. THE CONTENT AND ANY ACCOMPANYING MATERIALS ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ONLINEPHOTOFINDER DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS YOURS. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT OPF) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS.

LIMITATION OF REMEDIES & LIABILITY:

9. OPF's entire liability and your exclusive remedy, with respect to any claims arising out of your use of Content or accompanying material, or out of your actions in downloading Content, are as follows:

(a) You may, upon request to OPF, be permitted to download the Content again, at a location OPF will provide for you. Permission will be solely at the discretion of OPF;

(b) If you continue to be unable to download the Content, OPF will refund the fee actually paid by you in respect of the use of such Content, provided OPF determines that you have been unable to download such Content successfully.

10. IN NO EVENT SHALL ONLINEPHOTOFINDER, POSTELL ENTERPRISES OR EMPLOYEES, ASSOCIATES, OR ANYONE WHO PROVIDES CONTENT TO OPF BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HERE UNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. 

11. THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT, THE LICENSE PROVIDED HERE UNDER, OR THE USE OR EXPLOITATION OF ANY OF THE CONTENT IN ANY MANNER WHATSOEVER IS TO BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO OPF UNDER THIS CONTRACT IN RESPECT OF THE USE OF THE CONTENT.
 

INDEMNIFICATION:

12. You agree to indemnify and hold OPF harmless against all claims or liability asserted against OPF arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Contract.

GENERAL:

13. If any provision or part of this Contract is unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.

14. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Contract.

JURISDICTION & ARBITRATION:

15. This Contract will be governed under the laws of the state of Texas and the federal laws of The United States of America applicable therein (without reference to conflicts of laws principles). This Contract will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use.

16. Any disputes arising out of, or in connection with this Contract, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in San Antonio, Texas, pursuant to the applicable legislation in effect at the time arbitration is demanded. 

17. If OPF is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse OPF for its legal fees, costs and disbursements if OPF is successful. 

18. YOU ACKNOWLEDGE THAT YOU ARE OF LEGAL AGE TO ENTER THIS AGREEMENT AND HAVE READ THIS CONTRACT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE CONTRACT BETWEEN YOU AND OPF, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND OPF RELATING TO THE SUBJECT OF THIS CONTRACT.