CAPCHR INC welcomes You to its web site and to enjoy the services it makes available to You from its web site. By checking the "I Agree" box, in the sgin-up screen, You are agreeing that these terms of service and membership agreement (the "Terms of Service") are entered into by and between you ("You") and CAPCHR INC and its affiliates (collectively, "CAPCHR") (each also referred to in the Terms of Service as a "Party" and collectively as the "Parties"). Now in consideration of the Party's mutual promises and such other good and valuable consideration, the receipt of which is hereby acknowledged by the Parties hereto, the Parties do agree as follows:

1. SCOPE OF TERMS OF SERVICE.

The Terms of Service govern Your membership in the Capchr community and Your access to the CAPCHR Services (as defined below), including the membership portions of the web site located at www.capchr.com (the "Site") and are in addition to the Content Agreement and Privacy Policy applicable to the Site. The Site is operated by CAPCHR. Access and use of the membership portions of the Site are provided by CAPCHR to You on the condition that You accept the terms and conditions of the Terms of Service, the Privacy Policy, and if You elect to upload photographic or other works to the Site, that You also accept the Content Agreement. By accessing or using the membership portions of the Site, You agree to the terms and conditions of the Terms of Service and the Privacy Policy. If you do not agree to accept and abide by the Terms of Service, You should not access or use the membership portions of the Site. In the event of any inconsistency between the Terms of Service, the Privacy Policy and the Content Agreement, with respect to the membership portions of the Site, the terms of the Terms of Service shall govern and with respect to Your uploading of any photographic or other works, the Content Agreement shall govern.

CAPCHR reserves the right, in its discretion, to change or modify all or any part of the Terms of Service at any time, effective immediately upon notice published on the Site. This Agreement can be amended by the written agreement of the Parties or by CAPCHR sending an email to Your email address as listed in Your CAPCHR account. Your continued use of the membership portions of the Site after such notice is published or email is sent or Your failure to terminate these Terms of Service within thirty (30) days will be deemed to be Your acceptance to all of the terms and conditions in these Terms of Service, including any changes or modifications made by CAPCHR as permitted above which shall thereafter be incorporated by reference into the Terms of Service. If at any time the terms and conditions of these Terms of Service are no longer acceptable to You, You should immediately cease use of the membership portions of the Site.



2. DESCRIPTION OF SERVICES.

CAPCHR provides members with access to a rich collection of resources, including without limitation, various bulletin board and communications tools in addition to unique content (the "CAPCHR Service(s)"). You also understand and agree that the CAPCHR Services may include certain communications from CAPCHR, such as service announcements, administrative messages and the newsletters, and that these communications are considered part of the CAPCHR membership and You will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current CAPCHR Services, including the release of new CAPCHR properties, shall be subject to the Terms of Service. You are solely responsible for obtaining access to the CAPCHR Services, including, but not limited to all equipment necessary to access the CAPCHR Services. You understand that the technical processing and transmission of the CAPCHR Services, including Your messages and other communications, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices and You permit such transmissions and changes. Should You hire or desire to obtain Images (as defined below under Section 6) from a particular photographer whose Images are posted on the Site, You may, as a part of the CAPCHR Services, You may sign up for, or be invited to access a photographer's online portfolio account in which case, these Terms of Service shall apply to Your use of such account.



3. YOUR REGISTRATION OBLIGATIONS.

In order to enjoy the CAPCHR Services, You will first need to create a user account. You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the CAPCHR Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or ICACPHER has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CAPCHR has the right to suspend or terminate Your account and refuse any and all current or future use of the CAPCHR Services (or any portion thereof). CAPCHR is concerned about the safety and privacy of all its users, particularly children. For this reason, only those persons who are of age eighteen (18) are permitted to create an CAPCHR account and you hereby certify that you are at least eighteen (18) years old.



4. ACCOUNT SECURITY.

You acknowledge and agree that You will be solely responsible for the security of Your user name and password, and similarly, for all of the activities that occur in conjunction with Your user name and password. You also agree that CAPCHR is authorized to accept Your user name and password as conclusive evidence of Your activities under such account. CAPCHR shall have no obligation, liability or responsibility to monitor the activities occurring within the CAPCHR Services, the Site and under Your user name and password. You agree to (a) immediately notify CAPCHR of any unauthorized use of your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. CAPCHR cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section of the Terms of Service.



5. CAPCHR PRIVACY POLICY.

Registration Data and certain other information about You are subject to the CAPCHR privacy policy; the current version is available at Privacy Policy.

You understand that through Your use of the CAPCHR Services You consent to the collection and use (as set forth in the CAPCHR Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by CAPCHR and its affiliates. You should be aware that each third party Payment Processor will also have a privacy policy that covers your disclosure of personal information to the Payment Processor and such privacy policy is separate and apart from the CAPCHR Privacy Policy.

You acknowledge, consent and agree that CAPCHR may access, preserve and disclose Your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms of Service; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to Your requests for customer service; or (v) protect the rights, property or personal safety of CAPCHR, its users and the public.



6. USE OF CONTENT.

You acknowledge that the Site contains or may contain information, text, software, photographs, illustrations, graphics, messages and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of CAPCHR or other third parties (including other members). Content is provided to the Site through members entering into a separate agreement, on a non-exclusive basis (each, a "Content Agreement"). Subject to Your entering into the Content Agreement and the terms and conditions contained therein, You may post on the Site any Content owned or controlled wholly by You. You may download Content only in accordance with the terms of these Terms of Service. You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in these Terms of Service. You acknowledge and agree that to the extent You elect to purchase copies of Images from a photographer whose works as displayed on the Site, such orders may be fulfilled by a third party vendor not related to CAPCHR and that such vendor may have additional conditions and terms, such as terms of sale, which may apply to the sales transaction. When You purchase the rights to use a photographic work of art (each such work, an "Image", each such works "Images"), You may, on revocable and non-exclusive world-wide basis:

1. Post or display the Image to Your web site (that is, the web site that is owned or operated by You) or to a social networking site (e.g. MySpace, Facebook) ;
2. solely to the extent necessary to post or display such Image, reproduce copies of the Image;
3. make prints of the Image(s) for Your personal, commercial and/or non-commercial use;
4. order prints of such Image(s) from the Capchr Site.


7. RULES OF CONDUCT ON THE SITE.

You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that You, and not CAPCHR, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the CAPCHR Services. CAPCHR does not control the Content posted via the CAPCHR Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the CAPCHR Services, You may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will CAPCHR be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the CAPCHR Services.




You agree to not use the CAPCHR Services to:

1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, indecent, lewd, sexually suggestive, inflammatory, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2. harm minors in any way;
3. impersonate any person or entity, including, but not limited to, an CAPCHR employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the CAPCHR Service;
5. upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
7. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
8. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the CAPCHR Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
10. interfere with or disrupt the CAPCHR Services or servers or networks connected to the CAPCHR Services, or disobey any requirements, procedures, policies or regulations of networks connected to the CAPCHR Services, including using any device, software or routine to bypass our robot exclusion headers;
11. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
12. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to 8 U.S.C. §1189(a)(4
13. "stalk" or otherwise harass another; and/or
14. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.



You acknowledge that CAPCHR may or may not pre-screen Content, but that CAPCHR and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, correct any errors or omissions in any Content, refuse, or remove any Content that is available via the CAPCHR Services. You acknowledge that any screening of Content performed by CAPCHR to determine is done as a courtesy only. Without limiting the foregoing, CAPCHR and its designees shall have the right to remove any Content that violates the Terms of Services or is otherwise objectionable to CAPCHR, in its sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not rely on any Content created by CAPCHR or submitted to CAPCHR, including without limitation information in CAPCHR message boards and in all other parts of the CAPCHR Services.

You understand that the CAPCHR Services and software embodied within the CAPCHR Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by CAPCHR and/or third party Content providers who provide Content to the CAPCHR. You may not attempt to override or circumvent any of the usage rules embedded into the CAPCHR. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the CAPCHR Services, in whole or in part, is strictly prohibited.



8. CONTRIBUTIONS TO CAPCHR.

By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to CAPCHR, You acknowledge and agree that: (a) Your Contributions do not contain confidential or proprietary information; (b) CAPCHR is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) CAPCHR shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) CAPCHR may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of CAPCHR without any obligation of CAPCHR to You; and (f) You are not entitled to any compensation or reimbursement of any kind from CAPCHR under any circumstances.



9. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

CAPCHR respects the intellectual property of others, and we ask our users to do the same. CAPCHR may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If You believe that Your work has been copied in a way that constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please provide CAPCHR's Copyright Agent with the following information in the manner described below:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

CAPCHR's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

Copyright Agent

c/o CAPCHR INC

P.O. BOX 6731

Alameda, CA 94501

By email: copyright@CAPCHR.com



10. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE CAPCHR Services.

CAPCHR does not claim ownership of the Content You submit or make available for inclusion on the CAPCHR Services. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the CAPCHR Services, and in addition to any other rights that You may elect to grant to CAPCHR under the Content Agreement, You grant CAPCHR the following worldwide, royalty-free and non-exclusive license(s), as applicable:

1. With respect to Content You submit or make available for inclusion on publicly accessible areas of the Capchr Site, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the CAPCHR Services solely for the purposes for which the Content was submitted or made available. This license exists only for as long as You elect to continue to include such Content on the CAPCHR Services and will terminate at the time You remove or CAPCHR removes such Content from the CAPCHR Services.
2. With respect to Content other than photos, graphics, audio or video You submit or make available for inclusion on publicly accessible areas of the CAPCHR Services, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

"Publicly accessible" areas of the CAPCHR Services are those areas that are intended by CAPCHR to be available to the general public. By way of example, publicly accessible areas of the CAPCHR Services would include, but are not limited to, the CAPCHR message boards that are open to both members and visitors of the Site. However, publicly accessible areas of the CAPCHR Services would not include areas off of the Site such as portions of World Wide Web sites that are accessible via hypertext or other links but are not hosted or served by CAPCHR.



11. GENERAL PRACTICES REGARDING USE AND STORAGE.

You acknowledge that CAPCHR may establish general practices and limits concerning use of the CAPCHR Services, including without limitation the maximum number of days that messages, message board postings or other uploaded Content will be retained by the CAPCHR Services, the maximum number of messages that may be sent from or received by an account on the CAPCHR Services, the maximum number of or size of any files that may be uploaded to the Capchr Site, the maximum disk space that will be allotted on the ICPACHER servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the CAPCHR Services in a given period of time. You agree that CAPCHR has no responsibility or liability for the deletion or failure to store any messages, other communications or other Content maintained or transmitted by the CAPCHR Services. You acknowledge that CAPCHR reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that CAPCHR reserves the right to modify these general practices and limits from time to time and to charge for those CAPCHR Services that may be initially offered on a "free" basis to its users.



12. LISTING SERVICES.

You may elect to participate in CAPCHR's listing services, either by posting a project or a job or by responding to such posting(s). CAPCHR does not endorse, represent, or warrant either the persons or companies making such postings, or those persons or companies responding to such postings. Your interactions with organizations and/or individuals found on or through the Capchr Site and the CAPCHR Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such organizations and/or individuals. You should make whatever investigation You feel necessary or appropriate, including, checking references and the like, before proceeding with any online or offline transaction with any of these third parties.

You agree that CAPCHR shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on the Capchr Site, or between users and any third party, You understand and agree that CAPCHR is under no obligation to become involved. In the event that You have a dispute with one or more other users, You hereby release CAPCHR, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or the Capchr Site and/or the CAPCHR Service.



13. PAID POSTINGS.

CAPCHR may charge a fee to post Content in some areas of the CAPCHR Service. The fee is an access fee permitting Content to be posted in a designated area, for example, for projects or jobs. All fees paid will be non-refundable in the event that Content is removed from the Service for any reason set forth in the Terms of Service.



14. PAYMENT FOR IMAGES.

In order to purchase the rights to use the Images, You must first establish an account with CAPCHR's third party payment processor (the "Payment Processor"). You may sign up with the Payment Processor by clicking here. You should be aware that each Payment Processor (e.g., PayPal.com) is a third party and as such, their terms and conditions, with respect to payment processing, are separate and are not a part of these Terms of Service and that any agreement with respect to payment processing will be by and between you and the Payment Processor. While as a general rule, CAPCHR does not issue refunds, CAPCHR, in its sole discretion, may elect to issue a refund depending upon the circumstances in each case (i.e., by way of example only, for an undeliverable or corrupt digital file.)



15. LINKS.

The CAPCHR Services may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that CAPCHR is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such other sites or resources. You further acknowledge and agree that CAPCHR shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

CAPCHR permits You to display on Your web site, or create a hyperlink on Your web site to, individual postings on the CAPCHR Service so long as such use is for noncommercial and/or news reporting purposes only (e.g., for use in personal web blogs or personal online media). If the total number of such postings displayed or linked to on Your web site exceeds one thousend (1000) postings, Your use will be presumed to be in violation of the Terms of Service, absent express written permission granted by CAPCHR to do so. You may also create a hyperlink to the home page of Capchr Sites so long as the link does not portray CAPCHR, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter.



16. NO COMMERCIAL REUSE OF CAPCHR’S SERVICES..

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the CAPCHR Services (including Content, advertisements, software but excluding copies of Images that You have purchased and obtained the right to use).



17. CAPCHR'S PROPRIETARY RIGHTS.

You acknowledge and agree that the CAPCHR Services and any necessary software used in connection with the CAPCHR Services (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to You through the CAPCHR Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by CAPCHR or the applicable licensor (such as an advertiser), You agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the CAPCHR Services, such Content or the Software, in whole or in part.

CAPCHR grants to You a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the CAPCHR Services.

You agree that all of CAPCHR's trademarks, trade names, service marks and other CAPCHR logos and brand features, and product and service names are trademarks and the property of CAPCHR INC (the "CAPCHR Marks"). Without CAPCHR's prior written permission, You agree not to display or use in any manner the CAPCHR Marks.



18. SPECIAL ADMONITIONS FOR INTERNATIONAL USE AND EXPORT AND IMPORT COMPLIANCE.

Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable Content. Use of the CAPCHR Services and transfer, posting and uploading of software, technology, and other technical data via the CAPCHR Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, You: (a) represent that You are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, nor will You transfer software, technology, and other technical data via the CAPCHR Services to parties identified on such lists; (b) agree not to use the CAPCHR Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; (c) agree not to transfer, upload, or post via the CAPCHR Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.



19. REPRESENTATIONS AND WARRANTIES.
1. You hereby represent and warrant that:
1. You are over the age of eighteen (18) and have all the legal capacity and authority to enter into these Terms of Service;
2. if You are registering by or on behalf of a company, that You have both the apparent and actual authority to bind such company to deliver its obligations under these Terms of Service; and
3. No portion of the Content as delivered to CAPCHR from Your account from time to time contain any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in the Terms of Service and that all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the CAPCHR Service, the Site or the Images or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Images, the CAPCHR Service, or the Site in any way.


20. INDEMNITY.
1. You agree to indemnify, defend and hold CAPCHR and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensors of Content (collectively, the “CAPCHR Parties”) harmless from and against any and all claims, demands, liability, losses, costs and expenses (including reasonable legal fees and costs) incurred by any CAPCHR Party as a result of or in connection with: (i) any use or alleged use of the Site, the CAPCHR Services, or provision of Content occurring under Your user name by any person, whether or not authorized by You; (ii) Your connection to the CAPCHR Services; (iii) Your violation of the Terms of Service; or (iv) Your violation of any rights of another. The obligations under this Section 18 shall survive expiration or earlier termination of this Agreement.
2. CAPCHR reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with CAPCHR's defense of such claim.


21. TERM AND TERMINATION.
1. These Terms of Service are effective until terminated. You may terminate this Agreement at any time by terminating Your account within the CAPCHR Service. CAPCHR may also terminate this Agreement for any reason by giving You thirty (30) days notice by e-mail at the last email address contained in Your Registration Data which You submitted when You registered for the CAPCHR Services. If CAPCHR terminates Your membership pursuant to the Terms of Service, such termination shall be deemed to be notice of termination of the Content Agreement, as well; in other words, the Terms of Service and the Content Agreement shall be co-terminus.
2. Either Party may terminate these Terms of Service upon written notice effective immediately upon being sent to the last address included on the Site (for CAPCHR) or in the Registration Data (for You), if the other Party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of the Terms of Service.
3. In addition, CAPCHR may terminate an account and may off-set any fees or credits contained in such account (if any) against its costs of administration if there has been: (i) in the reasonable opinion of CAPCHR, any material misrepresentation made as to the capacity, identity or copyright ownership of the Images or You provided hereunder; or (ii) no log-in or other activity in the account for twelve (12) months.


22. DISCLAIMER OF WARRANTIES.
1. THE SITE AND THE CAPCHR Services ARE PROVIDED BY CAPCHR STRICTLY ON AN “AS IS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CAPCHR DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE CAPCHR Services, OR THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE.
2. CAPCHR DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE CAPCHR Services, OR ANY CONTENT WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
3. LIMITATION OF LIABILITY.
1. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE AND THE CAPCHR SERVICE INCLUDING, WITHOUT LIMITATION, FOR ANY OF THE CONTENT DOWNLOADED FROM YOUR ACCOUNT.
2. IN NO EVENT SHALL CAPCHR OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES 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 THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CAPCHR SERVICES, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF CAPCHR HAS 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.
3. IN ANY EVENT, CAPCHR'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF SERVICES OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE, THE CAPCHR SERVICES, OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY CAPCHR FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED TEN ($10.00) UNITED STATES DOLLARS.
4. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF CAPCHR OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.


23. APPLICABLE LAW; NOTICE; WAIVER OF JURY TRIAL AND CLASS ACTION SUITS; DISPUTE RESOLUTION.

The Site and the CAPCHR Services are controlled, operated and administered by CAPCHR from within the State of California, U.S.A. Although the Site and the CAPCHR Service may be accessed from other locations, and each of these jurisdictions has laws that may differ from those of the State of California and the United States, You acknowledge and agree that these Terms of Service will be governed under the laws of the State of California, without regard to its conflicts of laws principles. You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the State of California with respect to the subject matter of these Terms of Service. These Terms of Service 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 email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by You at the time You are first granted access to the membership portions of the Service.

YOU AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO (i) TRIAL BY JURY; AND (ii) TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST CAPCHR, THE SITE, THE CAPCHR Service, THESE TERMS OF SERVICE, OR ANY AGREEMENTS CONTEMPLATED HEREBY.

Any and all disputes arising out of, under or in connection with these Terms of Service, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Los Angeles, California, pursuant to the rules of the rules of the American Arbitration Association in effect at the time arbitration is demanded.

If CAPCHR is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, You agree to reimburse CAPCHR for its legal fees, costs and disbursements if CAPCHR is successful.



24. GENERAL.
1. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the CAPCHR Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
2. No action or inaction by either Party shall be deemed to be a waiver of any term or condition of these Terms of Service unless expressly set forth in writing and signed by the Party to be charged. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or subsequent waiver or the same term or condition, or a waiver of any other term or condition, of these Terms of Service. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.
3. Nothing contained in these Terms of Service shall, or shall be deemed to, place the Parties in a relationship of partners or joint venturers; and neither Party shall have the authority to obligate or bind the other Party in any manner whatsoever.
4. You agree that, except as otherwise expressly provided in the Terms of Service, there shall be no third-party beneficiaries to the Terms of Service.
5. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other causes that are beyond the reasonable control of such Party.
6. These Terms of Service are personal to You (and if You are entering into these Terms of Service by or on behalf of a company, are personal to such company) and therefore is/are binding upon Your heirs, executors and legal representatives, as the case may be, and is not assignable by You without CAPCHR's prior written consent. CAPCHR may assign these Terms of Service without Your consent to any other party so long as such party agrees to be bound by its terms.
7. If all or part of any provision of these Terms of Service is wholly or partially invalid or unenforceable, the Parties or, in the event the Parties are unable to agree, the arbitrator, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. If any provision is held to or found to be invalid, then all other provisions will continue to be valid.
8. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.
9. The Parties have requested that these Terms of Service and all related documents be drawn up in English.
10. These Terms of Service can be amended by the written agreement of the Parties or by CAPCHR sending an email to Your email address as listed in Your CAPCHR account. Your continued access to the CAPCHR Services or failure to terminate these Terms of Service within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by You and such amendment thereafter will be incorporated by reference into these Terms of Service.
11. You specifically agree and acknowledge that You have, in addition to the terms of these Terms of Service, reviewed the terms and conditions of the Privacy Policy and any other agreements which may be incorporated by reference therein, and You agree to be bound by them.
12. These Terms of Service, the Privacy Policy, and if You elect to upload photographs or other such materials, the Content Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements, covenants, undertakings, representations and warranties, whether written or oral, between the Parties with respect thereto.


25. CONTACT.

If you have concerns relating to the Site, the CAPCHR Service or the Terms of Service, please contact CAPCHR at help@CAPCHR.com .



26. ACKNOWLEDGEMENT AND AGREEMENT.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND HAVE SOUGHT OR HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF CAPCHR AGREEING TO PROVIDE ACCESS TO THE SITE AND THE CAPCHR Services TO YOU, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE TERMS OF SERVICE.

If You are a California resident, by checking the box below by the words “I ACCEPT”, You waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

These Term of Service contain many important provisions that affect Your rights and obligations in connection with the CAPCHR Service. By checking the box next to “I Agree” at the end of these Terms of Service, You thereby indicate Your assent to, and agree to be bound by the terms and conditions of these Terms of Service. If You do not agree to be bound to these Terms of Service or the terms and conditions it contains, do not check the “I Agree” box; You will not be permitted to access certain features of the Site. Please print a copy of the Terms of Service for Your records.

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