PRINT COLLECTOR MEMBERSHIP TERMS OF USE (if purchasing a Print Collector Membership product)

Date of Last Revision: August 1, 2021.

INTRODUCTION

Thank you for joining Our print subscription service (the “Service”)! This Service is provided to You, the client (“Client,” “You,” “Your”) by Intaglio Editions LLC, a Colorado limited liability company at 1768 Hauck St., Erie, CO 80516 (“Intaglio,” “Our,” “Us,” or “We”) in association and collaboration with various artists (collectively, the “Artist”) who created the artwork for the subject prints. You understand and agree that these TOU are entered into between you and Us. If you do not accept and agree to be bound by these TOU, you are not authorized to access or otherwise use the Service, or any information or Content provided through the Service. We reserve the right to review, amend, edit, alter, or remove any part of these TOU at any time and without prior notice to you, although We will reasonably attempt to notify You of any changes via the email address You provide. 

Service

We are excited to provide you the opportunity to participate in the Service pursuant to the following terms in addition to the other provisions herein: 

  1. The Service is a membership (“Membership”) in Our print subscription Service, which guarantees You the right to a similar, high-numbered, signed print of each of the Artist’s new editions that We produce during the term of Your Membership. We do not guarantee Your print number will always be the same, but We will reasonably endeavor to provide you with the same number of print to each edition.
  2. Each Membership is provided on a one-to-one basis, Membership to Artist, meaning, You will need a new Membership for each Artist You want to track through Our Service. Each Artist is accordingly associated with an individual Membership Fee, as defined below, applicable to that Artist’s prints and edition.
  3. The Membership costs [a/an] [one-time / annual], non-refundable membership fee of $250 for each Artist you track, due on the date of the initiation of the Membership [and at the beginning of any subsequent renewal] (each a “Membership Fee”). [Your Membership will automatically renew for each Artist You track on the anniversary of Your initial Membership, with the renewal Membership Fee becoming due on the date of renewal, unless You give Us notice of non-renewal at least prior to the date of renewal. You may provide such notice by emailing Us at service@timeless-prints.com]
  4. Your Membership for each Artist will entitle You to discounts for certain prints, as determined in Our discretion. 
  5. Your Membership for each Artist will allow You to pre-order prints from each Artist for whom You are subscribed. 
  6. Upon advanced notice of any prints of any editions before We or the Artist release them to the general public, You will have 30 days, or through the release date of the prints, whichever is sooner (the “Purchase Deadline”), to purchase a print in the new edition. If You do not purchase a print by the Purchase Deadline, you waive any right to purchase the print pursuant to Your Membership in the Service. In order to purchase a print, You must complete payment for the print pursuant to the terms of these TOU.
  7. We reserve the right to from time-to-time raise the price, in Our discretion, of the Membership Fee applicable to each Artist.

In order to qualify to use Our Service or to establish a Membership, the following must all be true:

  • You are age 18 or over, or You are a minor with specific parental or guardian consent to use and pay for the Service and Membership.
  • You or Your parent or guardian, as applicable, agree to be legally bound by and comply with these Terms of Use.

We reserve the right to change or include new requirements as We deem fit in Our sole discretion and without providing You prior notice.

ORDERS; PAYMENT; REFUND REQUESTS

In order to pay for the Service, Your Membership, or for a print or Our other goods, You may be required to provide Us information regarding Your credit card or other payment instrument. You represent and warrant such information is true and accurate, and that You are authorized to use the payment instrument. You agree to pay all fees due for any Service, print, or other service or good You order through Us at the time of purchase. The Membership Fee does not include any amounts You will owe for the print itself, which is separate and will be listed in association with the release of the Artist edition or the pre-release announcement you receive as part of Your Membership. You will see a prompt for Your payment details, such as Your credit card information and any promotional codes You may have. By entering Your payment information and submitting Your request, You authorize Us, Our affiliates, or Our third-party payment processors to charge the amount due. In the event Your credit card is expired, or We, Our affiliates, or Our third-party payment processors are unable to process Your payment, You may receive notice for You to provide an alternative payment method. We do not have any obligation to provide You any Service, Membership, or prints unless and until full payment has been received or verified, as applicable and subject to these TOU. All fees and prices are listed and charged in association with the specific order You make. We reserve the right to change any of Our prices from time-to-time, without limitation or any prior notification to You. Your continued use of the Service or Your Membership after a price change becomes effective constitutes Your agreement to pay the changed/charged amount. Our Service and Memberships are not intended to be used by persons under the age of 18 unless under the specific supervision of their parent or guardian. Parents or guardians are responsible for all amounts charged or incurred by children or dependents.

All payments for the Service or a Membership, whether as an initial or renewed Membership fee, are at all times non-refundable. The availability of the Service is subject to change at any time. We shall have the right to refuse or cancel any order listed at an incorrect price or containing incorrect information. We shall have the additional right to refuse or cancel any orders whether or not We have already accepted the order or Your payment has already occurred. We shall promptly issue a credit or refund for any payment amounts already made for cancelled orders. Listed prices may not include shipping and handling or sales taxes, as applicable, which will be added to Your total purchase or invoice price. 

Due to the nature of the prints, We are unable to accept returns on them. Please inspect Your order as soon as possible after receiving it. If there are any problems with it, please contact Us immediately at service@timeless-prints.com. We will try to correct any problems with Your order, but do not make any such guarantee. In order to receive any such correction, You must provide us photo evidence of the issue by emailing customer service at the above email address. You may be required to provide Us additional information to appropriately handle Your issue. 

If You dispute any charges, You must let Us know within thirty (30) calendar days after the date We charge You. You must submit a claim by email at service@timeless-prints.com. The email must contain the following information: (i) the words “Refund Request” in the subject line; (ii) a detailed reason for the refund request, including the order or invoice number, as applicable; and (iii) the name and reasonable contact information for You or Your contact representative. Failure to provide the request and other information as required above may disqualify Your request for a refund. All approved refunds will be issued within thirty (30) calendar days of approval. Approved refunds will be paid using the payment method on file for the refunded party, or via any other method We determine is appropriate in Our sole and exclusive discretion. 

SHIPPING

Generally. As we make prints of new editions, We generally ship customer orders in the order We have received them. We aspire to process orders as quickly and accurately as possible. While We will use Our best efforts to promptly and reasonably fulfill every order, We cannot guarantee delivery within a certain timeframe. [Please contact Us for information on expedited shipping/delivery / If You want Your print sooner, please select an expedited shipping option at the purchase point for the print]. Once packages leave Our facility, We are not responsible for delivery delays or any other shipping, delivery, carrier, or related issues. You must direct all questions, comments, or concerns regarding such issues to the shipping carrier. 

Shipping Charges. Shipping charges are calculated pursuant to the applicable carrier You choose to ship Your order: the United States Postal Service (“USPS”), the United Parcel Service (“UPS”) or DHL Express Worldwide (for International shipments). We recommend shipping within the U.S. for larger/heavier packages via UPS. We do not provide any refund or credit for receiver refused orders, regardless of the shipping destination. If We have to re-ship an order due to a receiver refusal, We will assess an additional shipping charge.  

Expedited Shipments. For expedited shipments We use UPS Next Day Air, Second Day Air, and Three Day Select. You may choose which form of expedited shipment You would like to use. The pricing for each option is displayed at checkout.

Track Your Order. Once We prepare Your order for shipping, You should receive a carrier-generated email receipt and an email receipt from Us. Shipping information and a tracking number will be on Your receipt.

Shipments Outside of the United States. We ship international packages using either USPS Priority International Mail or DHL Express Worldwide. You are INDEPENDENTLY AND SOLELY responsible for any and all international or brokerage duties, taxes, or fees, INCLUDING BUT NOT LIMITED TO VAT. Please contact Your postal carrier and customs office to see how any such duties or fees apply or are assessed/collected. 

SALES TAX

You are responsible to pay tax, including sales tax, as applicable, associated with any purchase from Us, including but not limited to Memberships and prints. Tax will generally be applied at checkout.

USER INFORMATION

In order to establish and manage Your Membership, You may have to register or provide certain user, personal, or contact information (collectively, “User Information”). You agree that at all times all such information is and will be accurate, complete and correct. We will at all times maintain confidentiality in User Information. If We have grounds, in Our reasonable and sole discretion, to suspect Your information is incorrect, misleading, outdated, or false, We have the right to suspend or terminate Your Membership and Your use of Our Service without refund, or to ask You to correct it with applicable suspension until You do. You agree to immediately notify Us of any unauthorized use of Your User Information in any way or of any other breach of security that You become aware of involving or relating to the Service or Your Membership. To report such an issue, please email Us at service@timeless-prints.com. We may take any and all action We deem necessary or reasonable to maintain the security of the Service, and Your User Information.

User Obligation

You represent You are of legal age to form a binding contract and are not a person barred from using, receiving, or accepting Our Service under the laws of the United States or other applicable jurisdictions, such as the European Union. If You are under 13 years of age, You are not authorized to use Our Service. If You are between the ages of 13 and 16 years old, You may only use Our Service with the approval of Your parent or legal guardian. You may not independently purchase anything via Our Service unless You are at least 18. You agree You will not violate any local, state, federal, or international laws in using Our Service or otherwise accessing any Material through Your Membership or Our Service.

INTELLECTUAL PROPERTY

The prints are protected by international copyright laws. All intellectual property, including without limitation, all copyrights embodied within any print, shall at all times remain the sole property of its author/owner (likely the Artist). By purchasing a print, You are the owner of that print. You do not, however, acquire any intellectual property (including copyright interest) or other right over the original artwork embodied in the print. You accordingly do not have the right to reproduce or display any print for any commercial purpose. 

Electronic Communications

By providing Your email address to Us, You consent to receive communications from us by email. You agree that all agreements, notices, disclosures and other communications that we provide to you by email satisfy any legal requirement that such communications be in writing. You may opt out of such communications at any time. An “unsubscribe” option will be included in any email communications to You. By opting out, You may decrease or preclude Your ability to participate in the Service or Our offerings. 

Acceptable Use

Except as We expressly authorize, You agree, while using Your Membership or Our Service, You will not, directly or indirectly, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent Your affiliation with any person or entity; (b) use your Membership, the Service, or the prints to violate any local, state, national, or international law; (c) access or use the prints or Our Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party; (d) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third-party the Service, Your Membership, the prints, or related materials in any way; or (e) encourage or enable any other individual to undertake any of the conduct listed in this section.

Access; TERMINATION

These TOU will remain in full force and effect as long as You continue to access or use the Service or Your Membership. You may terminate the TOU at any time by discontinuing use of the Service and Your Membership. To terminate the Service or Your Membership, please contact us at service@timeless-prints.com. Your permission to use the Service automatically terminates if You violate these TOU. Should You violate these TOU, We reserve the right to prohibit, restrict, suspend, discontinue, or terminate Your access to the Service, and any rights or licenses granted in association with it, in whole or in part, with or without prior notice, at any time, and based in Our sole and exclusive discretion. 

Disclaimer of Warranties

OTHER THAN AS SPECIFICALLY CONTAINED IN THESE TOU, WE do not make any warranties or representations as to the provision of the Service. you acknowledge and agree THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, SUBJECT TO APPLICABLE LAW. OTHER THAN AS SPECIFICALLY CONTAINED IN THESE TOU, WE AND OUR AFFILIATES, INCLUDING OUR OFFICERS, PREDECESSORS, SUCCESSORS, DIRECTORS, MANAGERS, ASSIGNS, PARTNERS, MEMBERS, EMPLOYEES, ARTISTS, CONTRACTORS, LICENSORS, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) DO NOT MAKE  ANY REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND THE PRINTS THAT ARE THE SUBJECT OF IT AND YOUR MEMBERSHIP, INCLUDING, BUT NOT LIMITED TO ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, AND QUIET ENJOYMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD-PARTIES.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL WE OR OUR RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION IN ANY WAY WITH OUR SERVICE, YOUR MEMBERSHIP, THE PRINTS, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE OR PURCHASE OF PRINTS PURSUANT TO THE SERVICE OR YOUR MEMBERSHIP. THIS IS TRUE EVEN IF WE OR OUR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

The foregoing sections entitled, “DISCLAIMER OF WARRANTIES” and “LIMITATION OF LIABILITY” are intended only as permitted by applicable law. If any portion of these sections is held to be invalid, the invalidity of that portion(s) shall not affect the validity of the remaining portions of the applicable sections. To the extent that We may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of Our liability will be the minimum permitted under applicable law.

INDEMNIFICATION

You agree to indemnify, defend, and hold Us harmless, including Our Related Persons, from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorney fees, litigation expenses, expert witness fees, court costs, and accounting fees), relating to or arising from, or alleged to arise from, Your violation of any warranty, obligation, or other term of these TOU.

GOVERNING LAW, DISPUTE RESOLUTION, VENUE, AND SEVERABILITY OF PROVISIONS

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND US TO RESOLVE ALL DISPUTES THROUGH BINDING, INDIVIDUAL ARBITRATION, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

These TOU and Your use of the Service and Your Membership shall be governed by the laws of the State of Colorado, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these TOU will be resolved exclusively by final and binding arbitration in Boulder, Colorado under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction. The courts in Boulder, Colorado shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim.

All parts of these TOU apply to the maximum extent permitted by law. We and You each agree that if a party cannot enforce a part of these TOU as written, that part will be replaced with terms that most closely match the intent of the part the party cannot enforce, to the extent permitted by law. The invalidity of part of these TOU will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

NO WAIVER

No waiver by Us of any term or condition set forth in these TOU shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Us to assert a right or provision under these TOU shall not constitute a waiver of such right or provision.

THE PARTIES’ RELATIONSHIP

Neither these TOU, nor any content, materials or features of the Service, the Membership, or the prints create any partnership, joint venture, employment, fiduciary, or agency relationship between Us and You. You may not enter into any contract on Our behalf or bind Us in any way.

ASSIGNMENT

You may not assign any of Your rights under these TOU, and any such attempt will be null and void. We  and Our affiliates may, in Our sole and exclusive discretion, transfer, without further consent from or notification to You, all contractual rights and obligations pursuant to these TOU if some or all of Company’s business is transferred to another entity by way of merger, sale of its assets, or otherwise.

How to Contact Us

Please contact Us at the below information to report any violations of these TOU, to ask questions, or to provide comments regarding Our Service, the Membership, the Membership Fee, or the prints. 

Intaglio Editions LLC

1768 Hauck St.

Erie, CO 80516

(888) 757-3378

service@timeless-prints.com

Timeless Prints Affiliate Program Terms of Service

Agreement (if signing up to become an Affiliate)

By signing up to be an Affiliate in the Timeless Prints Affiliate Program (“Program”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

Timeless Prints reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Program, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Program after any such changes shall constitute your consent to such changes.

Violation of any of the terms below will result in the termination of your Account and for forfeiture of any outstanding affiliate commission payments earned during the violation. You agree to use the Affiliate Program at your own risk.

Account Terms

  • You must be 18 years or older to be part of this Program.
  • You must live in the United States to be an Affiliate.
  • You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
  • You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
  • Your login may only be used by one person – a single login shared by multiple people is not permitted.
  • You are responsible for maintaining the security of your account and password. Timeless Prints cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
  • You are responsible for all Content posted and activity that occurs under your account.
  • One person or legal entity may not maintain more than one account.
  • You may not use the Affiliate Program for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
  • You may not use the Affiliate Program to earn money on your own Timeless Prints product accounts.

Links/graphics on your site, in your emails, or other communications

Once you have signed up for the Affiliate Program, you will be assigned a unique Affiliate Code. You are permitted to place links, banners, or other graphics we provide with your Affiliate Code on your site, in your emails, or in other communications. We will provide you with guidelines, link styles, and graphical artwork to use in linking to Timeless Prints. We may change the design of the artwork at any time without notice, but we won’t change the dimensions of the images without proper notice.

To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and the Timeless Prints. You must ensure that each of the links between your site and the Timeless Prints properly utilizes such special link formats. Links to the Timeless Prints placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links.” You will earn referral fees only with respect to sales on a Timeless Prints product occurring directly through Special Links; we will not be liable to you with respect to any failure by you or someone you refer to use Special Links or incorrectly type your Affiliate Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

Affiliate links should point to the page of the product being promoted.

Referral fees/commissions and payment

For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site, email, or other communications to https://timeless-prints.com and complete an order for a product during that session.

We will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if someone says they purchased or someone says they entered a referral code if it was not tracked by our system. We can only pay commissions on business generated through properly formatted special links that were automatically tracked by our systems.

We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

Payments only begin once you’ve earned more than $20 in affiliate income. If your affiliate account never crosses the $20 threshold, your commissions will not be realized or paid. We are only responsible for paying accounts that have crossed the $20 threshold.

Identifying yourself as a Timeless Prints Affiliate

You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our products, say you are part of Timeless Prints or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).

You may not purchase products through your affiliate links for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.

Payment schedule

As long as your current affiliate earning are over $20, you’ll be paid each month. If you haven’t earned $20 since your last payment, we’ll pay you the following month after you’ve crossed the threshold.

Customer definition

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, you should not display product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Your responsibilities

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

– The technical operation of your site and all related equipment
– Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
– The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links)
– Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
– Ensuring that materials posted on your site are not libelous or otherwise illegal
– Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.

Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

Term of the Agreement and Program

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to https://timeless-prints.com, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Timeless Prints reserves the right to end the Program at any time. Upon program termination, Timeless Prints will pay any outstanding earnings accrued above $20.

Termination

Timeless Prints, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other Timeless Prints service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Timeless Prints reserves the right to refuse service to anyone for any reason at any time.

Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

Limitations of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Timeless Prints will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Arbitration

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Miscellaneous

This Agreement will be governed by the laws of The United States, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

The failure of Timeless Prints to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Timeless Prints and govern your use of the Service, superceding any prior agreements between you and Timeless Prints (including, but not limited to, any prior versions of the Terms of Service).