IMAGELLA WEBSITE TERMS AND CONDITIONS OF USE

PLEASE READ THESE TERMS AND CONDITIONS OF USE ("Terms") CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS OF LIABILITY AND EXCLUSIONS, YOUR INDEMNIFICATION OBLIGATION AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. BY ACCESSING OR USING THIS WEBSITE, AND THE INFORMATION, MATERIAL, PRODUCTS AND/OR SERVICES PROVIDED ON THIS WEBSITE BY IMAGELLA, AND BY REGISTERING AN ACCOUNT WITH IMAGELLA ON THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW AND BY ALL TERMS, POLICIES, AND GUIDELINES OF IMAGELLA SET FORTH ELSEWHERE ON THIS WEBSITE, WHICH ARE INCORPORATED BY REFERENCE HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF USE OF THIS WEBSITE SET FORTH BELOW, DO NOT USE OR ACCESS THIS WEBSITE.

1. PRIVACY POLICY

Imagella is committed to protecting your privacy. Please refer to our Privacy Policy, located at www.imagella.com/privacy for information on how we collect, use, and disclose personal information. FOR THE PROTECTION OF IMAGELLA AND ITS CONTRIBUTORS, MATERIALS AND CONTENT ON THIS WEBSITE MAY BE VISIBLY, INVISIBLY, OR ELECTRONICALLY WATERMARKED AND MAY INCLUDE THE USE OF EMBEDDED DIGITAL RIGHTS MANAGEMENT SYSTEM TECHNOLOGY. SUCH TECHNOLOGY MAY PERMIT ONLINE CRAWLING OR TRACKING BY IMAGELLA OR THIRD PARTIES OF MATERIALS AND CONTENT OBTAINED FROM THIS IMAGELLA WEB SITE, AND OTHER METHODS OF PROTECTING, MONITORING, OR TRACKING THE UNAUTHORIZED USE OF CONTENT.

2. OWNERSHIP OF CONTENT AND INTELLECTUAL PROPERTY; LIMITED USER LICENSE; OTHER USE PROHIBITED.

This website, including all images, information, products, services, interfaces, web pages, product names, company names, trademarks, logos, trade names, databases, graphics, text, files, and other content contained on this website (collectively the "Content"), as well as selection and arrangement of the Content and the manner in which the content is presented or appears, and all information relating thereto, are the property of Imagella and its business partners, suppliers, and licensors, and is protected by copyright, trademark, patent, trade secret and other intellectual property laws and treaties of the United States (collectively the "Intellectual Property Laws").You are provided with a limited, personal, non-transferable, non-exclusive license to access, view, read, download and print one copy of the Content, except for such Content that is indicated for sale or that is indicated for distribution pursuant to a separate license or subscription agreement, which Content shall also be subject to the provisions of such an agreement. Any unauthorized use of any Content may violate such laws and these Terms. In addition, the look and feel of this website, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Imagella and may not be copied, imitated or used, in whole or in part, without Imagella's prior written permission. Except as expressly provided in these Terms and/or in other documents incorporated by reference into these Terms in accordance with the provisions hereof, Imagella does not grant any express or implied permission to use any Content.

3. USE BY MINORS.

Minors and children (persons under the age of 18) are not eligible to use the website unsupervised and we ask that minors and children not register for an account or submit any personal information to us. By using this website, you represent and warrant that you are over the age of 18 and are lawfully able to accept these Terms.

4. USE ON BEHALF OF ENTITIES.

If you are using the website on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf, and that such entity agrees to indemnify Imagella for violations of these Terms.

5. UNAUTHORIZED USE PROHIBITED.

This website and the Content are intended for customers and business partners of, and of suppliers of images to, Imagella. You may not use this website and/or the Content for any purpose not related to your business with Imagella. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of this website or the Content without, or in violation of, a written license or agreement with Imagella; (b) using any data mining, "internet bots," or similar data gathering or extraction methods; (c) manipulating or otherwise displaying this website or the Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Imagella product or service if you are not expressly authorized by such party to do so; and (e) using this or the Content other than for its intended purpose. (f) use this website or any Content for illegal purposes, or in support of illegal activities; (g) harm, or attempt to harm, minors in any way, including, but not limited to child pornography; (h) transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property, or that harasses another; (i) make fraudulent offers to sell or buy products, items, or services (including Content), or to advance any type of financial scam such as "pyramid schemes," "ponzi schemes," and "chain letters"; (j) add, remove or modify identifying network header information in an effort to deceive or mislead, or attempting to impersonate any person by using forged headers or other identifying information; (k) transmit any unsolicited commercial or unsolicited bulk e-mail, or malicious intent to impede another person's use of electronic mail services or news, or forge any message header, in part or whole, of any electronic transmission, originating or passing through the Imagella service; (l) transmit any material (by e-mail, uploading, posting, or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software; (m) engage in any activity that affects the ability of other people or systems to use Imagella's products and services or the Internet (including "denial of service" attacks against another network host or individual user of Imagella); (o) intentionally make oral or written misleading statements or misrepresentations with the intent that the person receiving it will act upon it in connection with your or that person's use of Imagella; and/or (p) remove any watermarks or copyright notices contained in the Content.

For the purposes of these Terms, the term "Trademark" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by Imagella. Unless authorized in writing by Imagella, you may not: (a) deep link or employ software or any automatic device, technology or algorithm, to "crawl," "scrape," search or monitor this website and/or retrieve or copy Content or related information; (b) violate the mechanical restrictions of this website, or bypass other measures employed to prevent or limit access to the website or Content by hacking or other means; (c) copy, redirect, or exploit the website; (d) probe, scan, or test the vulnerability of this website or of the network supporting this website, or seek information on visitors to the website or personal information of Imagella's users, contributors, or employees; and/or (e) use any device, software or routine that would interfere with the proper functioning of this website, or any transaction conducted using this website; (f) interfere with or disrupt other network users, services, or equipment of Imagella; (g) resell or provide free access to Imagella's services or resources; (h) at any time adopt or use, without Imagella's prior consent, any word or mark which is similar to or likely to be confused with Imagella's Trademarks; (i) use Imagella's Trademarks in any manner that might tarnish, disparage, or cause adverse impact on such Imagella's Trademarks; (j) contest the validity of any Imagella's Trademark or assist or encourage any other person or entity to do so; and/or (k) use any Imagella's Trademark or any variant thereof (including misspellings) as a domain name or as part of a domain name or as a metatag, keyword, or any other type of programming code or data.

Unauthorized and prohibited uses of Imagella described in these Terms, above, may also violate applicable laws, including, without limitation, copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside. Imagella reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing.

6. CONSEQUENCES OF UNAUTHORISED USE.

You agree that you will not attempt to enter restricted areas of Imagella's computer system or perform functions that you are not authorized to perform pursuant to these Terms. Imagella may, without notice, temporarily or permanently suspend your access to this website and the Content by deactivating your account or password if Imagella reasonably suspects that you are using the account or password to obtain unauthorized access to Imagella's other systems or information, or are using the account or password in any other inappropriate manner. Such suspensions will be for a period of time necessary to permit the thorough investigation of such suspended activity. Imagella may block, restrict, disable, suspend or terminate your access to this website and/or account and registration with Imagella immediately without notice, and without any liability to you, if it is determines, in its sole opinion, that you have undertaken such unauthorized activity or if such unusual activity cannot be reasonably explained.

7. USER ACCOUNT AND REGISTRATION INFORMATION.

In consideration of your use of this website and the products and services offered on this website, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on this website ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to Imagella and to keep it accurat, current and complete; (c) maintain the security of your password and identification; (d) notify Imagella immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Imagella. Imagella reserves sole discretion over whether to permit you to register on this website and grant you an account, and you agree to access the authorized sections of the website and your account only by using the account number and password supplied to you by Imagella. You agree that you will not disclose your account information, including your account number, account name, or password to any other party without the express written permission of Imagella, except by valid order by a court or government agency of competent jurisdiction. You further acknowledge and agree that you will be responsible for each and every access, use, or enjoyment of the Content that occurs in conjunction with the account and password given to you by Imagella, and that Imagella is authorized to accept the account information and password as conclusive evidence that you have accessed, utilized, or otherwise enjoyed the Content. You acknowledge and agree that you are fully responsible for maintaining the confidentiality of your account information, including your account number, account name, and/or password, if applicable. You acknowledge and agree that you are responsible for damages and repercussions resulting from all uses of your account, whether actually or expressly authorized by you. If you suspect you are being impersonated, contact us immediately. Imagella reserves the right to disclose any information, including registration data, in order to comply with any applicable laws and/or government requests for the protection of Imagella and its members.

8. COPYRIGHT INFRINGEMENT POLICY.

Imagella has adopted a policy of terminating, in appropriate circumstances and at its sole discretion, account holders who infringe the intellectual property rights of Imagella or any third party in accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws. If you believe that: (a) any material on this website infringes upon any copyright that you own or control or that is owned or controlled by others; or (b) your work or the work of others has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this website or in any Content, please send Imagella's copyright agent a written notice containing, to the extent it may be available, the following information: (i) a physical or electronic signature of the copyright owner or person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing; (iii) a description of where the material that you claim is infringing is located on the website (including without limitation the product identifier(s) for Content); (iv) information sufficient to permit Imagella to contact you, such as your physical address, telephone number, and email address; (v) a statement that you have a good faith belief that the use of the material you identified is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. Imagella's copyright agent for notice of claims of copyright infringement can be reached as follows:

[Name, address, and e-mail information of the designated copyright agent]
Imagella may provide notice of a claim of copyright infringement by means of a general notice on this website, or by electronic mail to a user's e-mail address, or by written communication sent by first-class mail to a user's address.

9. USER CONTENT IN INTERACTIVE AREAS OF THIS WEBSITE.

The Site may include discussion forums, bulletin boards, message boards or other interactive areas or services, in which you or third parties create and post messages, comments, materials, or other items on this website. You are solely responsible for your use of such interactive areas and use them at your own risk. By using any such interactive areas, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through this website any of the following: (a) any message, comment, data, information, text, music, sound, photos, graphics, code or other material ("User Content") that is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (b) User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission; (c) User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party; (d) User Content that violates that right of privacy of any third party, including, but not limited to addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers; (e) User Content comprising any viruses or otherwise harmful or destructive files; (f) User Content comprising unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitation; and/or (g) User Content that, in the sole judgment of Imagella, is objectionable or which restricts or inhibits any other person from using or enjoying the interactive areas on this website, or which adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all capital letters, or flooding continuous posting of repetitive text), or which may expose Imagella or its users to any harm or liability of any type. Further, you agree not to delete or revise any User Content posted by any third party.

Imagella and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Imagella liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of interactive areas on this web site is at your own risk. Imagella is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page, or other interactive area on this website. Imagella has no obligation to screen, edit, or monitor any of the User Content posted in any interactive area on this website, but reserves the right, and has absolute discretion, to remove, screen, or edit any User Content posted or stored on this website at any time and for any reason without notice.

You are solely responsible for creating backup copies of and replacing any User Content you post on this website at your sole cost and expense. Any use of the interactive areas or other portions of this website in violation of the foregoing provisions violates these Terms and may result in, among other things, termination or suspension of your rights to use the ubteractuve areas on this website or this entire webisite. You acknowledge and agree that Imagella may access, use or disclose any information about you or your use of this website, including, without limitation any User Content, in order to comply with the law or any legal process, or to protect and defend the rights or property of Imagella, or to protect the security of Imagella, its employees, customers or the public.

If you post User Content to the website, unless Imagella indicates otherwise, you grant Imagella and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant Imagella and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that: (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to this website; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

10. LINKS TO THIRD PARTY WEBSITES.

This website may contain links to websites not maintained by Imagella. You are advised that any use of a linked web site and any use of or reliance upon the content (including products and services) available at such sites (the "Third Party Content") is solely at your own risk. In providing links to the other websites, Imagella is in no way acting as a publisher or disseminator of the material contained on those other websites and does not seek to monitor or control such websites. Imagella cannot and does not make any representations or warranties with respect to any Third Party Content (including products and services) available through such links, and disclaims all liability relating to your use of or reliance upon any such Third Party Content (including products and services) available at or through such websites and disclaims any opinions expressed on such web sites. Links to other websites or references to Third Party Content (including products and services) or publications other than those of Imagella do not imply the endorsement or approval of such web sites, Third Party Content (including products and services), or publications by Imagella.

11. USE OUTSIDE THE UNITED STATES.

This website can be accessed from countries around the world and may contain references to Content, including products and services, that are not available in your country. These references do not imply that Imagella intends to market, promote, or distribute such Content, including products and services, in your country. This website is controlled, operated, and administered by Imagella from its offices within the United States of America. Imagella makes no representation that the website, or the Content available therein, are appropriate or available for use at other locations outside the United States, and access to the web site from countries or territories where the web site or any of its Contents are illegal is prohibited. If you access this website from a location outside the United States, you are responsible for compliance with all local laws.

12. DISCLAIMER OF WARRANTIES.

All Content is provided "as is" without any warranties of any kind. You understand and agree that the use of the Content is at your sole risk. IMAGELLA MAKES NO REPRESENTATIONS WITH RESPECT TO ANY CONTENT, INCLUDING PRODUCTS, SERVICES AND SOFTWARE AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE), INCLUDING WITHOUT LIMITATION, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, AVAILABILITY, EFFECTIVENESS, NON-INFRINGEMENT, SECURITY, PRIVACY, TITLE, USEFULNESS, SUITABILITY, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, VEER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) WILL BE SATISFACTORY TO YOUR NEEDS, MEET YOUR EXPECTATIONS, OR BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR FREE FROM ERRORS.

13. LIMITATION OF LIABILITY.

Imagella assumes no responsibility to you or any third party for the consequences of any inaccuracy, error, or omission on this website, regardless of cause. IMAGELLA, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE IMAGELLA.COM WEB SITE OR ANY CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) PROVIDED THEREIN, OR ARISING OUT OF OR RELATING TO THE USE OF ANY WEB SITE LINKED HERETO, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST OPPORTUNITIES, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGE, EVEN IF VEER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR OF A CLAIM BY ANOTHER PARTY. ALTHOUGH IMAGELLA TAKES PRECAUTIONS TO PROTECT PERSONAL AND CONFIDENTIAL INFORMATION, THERE IS NO GUARANTEE, AND IMAGELLA MAKES NO REPRESENTATION OR WARRANTY, THAT PERSONAL AND CONFIDENTIAL INFORMATION TRANSMITTED TO OR FROM OR STORED ON THIS WEBSITE, OR TRANSMITTED OVER THE INTERNET GENERALLY, WILL BE MAINTAINED CONFIDENTIAL AND SECURE. VEER ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF PERSONAL OR CONFIDENTIAL INFORMATION PROVIDED BY YOU TO IMAGELLA, UNLESS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND IMAGELLA. IMAGELLA, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS AND EMPLOYEES CUMULATIVE TOTAL LIABILITY FOR ANY DAMAGE OR LOSS THAT YOU MAY SUFFER FROM ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU TO IMAGELLA IMMEDIATELY PRECEDING THE TIME THAT THE DAMAGES OR LOSS FIRST OCCURRED. YOU ACKNOWLEDGE THAT VEER'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED IN THIS AGREEMENT. IN NO EVENT WILL IMAGELLA'S TOTAL MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM USE OF THIS WEBSITE EXCEED $100.00.

14. DISCLAIMER REGARDING ACCURACY.

Please be advised that this website contains information provided by Imagella, its affiliates, licensors, suppliers, and/or third parties. Some of that information may contain technical or other mistakes, factual or legal inaccuracies, typographical errors, and may be incomplete or out-of-date. Additionally, this website and the Content may include images and text that may depict subjects, topics, social attitudes and circumstances, and contexts that you may find inappropriate to its context or potentially offensive. You are solely responsible for determining whether any Content or information contained on the website is accurate, current, or complete, or whether the use of such information or Content requires the consent of any third party or the license of any additional rights, and may not rely on the information provided by Imagella. If you are unsure whether additional third-party rights are needed for your use of Content, you are responsible for, and are hereby urged to, consult with competent legal counsel of your choosing to explain your rights to you.

15. USER ACKNOWLEDGMENT.

You acknowledge and agree that inherent in the procurement, compiling, collecting, interpreting, reporting, communicating, delivering and inputting digitally of the Content, there will be an unavoidable degree of error which cannot be avoided even with standards of quality control which exceed industry standards.

16. INDEMNIFICATION.

You agree to indemnify, defend, and hold hamless Imagella, its affiliates, agents, licensors, suppliers, and principals, and their respective directors or employees, harmless against any and all actions, claims, costs, damages, demands, liabilities, proceedings, expenses or loss of any kind (including legal and other fees and disbursements) sustained, incurred or paid by Imagella arising out of your access to or use of this website or of any Content (including Third Party Content) contained in or on this website.

17. TERMINATION.

These Terms are effective until terminated by Imagella, in its sole and absolute discretion. Imagella may terminate these Terms with or without notice to you and will do so if you use or attempt to use the web site or the Content therein in any manner contrary to the provisions of these Terms. Any such termination by Imagella shall be in addition to and without prejudice to such rights and remedies as may be available to Imagella, including the suspension or termination of your account or password and injunctive relief enjoining such acts or attempts, it being acknowledged by you that other legal remedies are inadequate.

18. SURVIVAL OF CERTAIN PROVISIONS FOLLOWING TERMINATION.

The Disclaimer of Warranties, Limitation of Liability, Indemnification, and Termination provisions of these Terms, as well as any provision herein relating to the legal ownership of Content or Intellectual Property, shall survive the termination or expiry of these Terms.

19. AMENDMENT OF THESE TERMS.

Imagella may change, alter, amend, or replace all or any part of these Terms at any time. Such changes, alterations, amendments, or replacements shall be effective as of the time of posting. Imagella will provide notice on the homepage for this website of any material changes made to these Terms and your continued use of this website after the time of posting of such notice will constitute evidence of your acceptance of the changed, altered, amended or replaced Terms. Your use of this website and the products and services offered on this website is conditioned on your regularly reviewing these Terms for such changes, alterations, amendments, or replacements. If you do not agree with any changed, altered, amended, or replaced Terms, do not use or access the Imagella web site or information, material, products or services provided therein.

20. GOVERNING LAW AND JURISDICTION.

These Terms shall be governed by, and construed and enforced in accordance with, the laws of the State of California, USA. All actions, controversies and disputes arising from or relating to these Terms shall be heard and decided exclusively before the state and federal courts of competent jurisdiction located within the State of California, County of San Francisco, and not elsewhere. In any such action, you waive any objections based on venue or forum non conveniens on account of that action's having been filed in San Francisco County, California. You hereby consent to the personal jurisdiction of the state and federal courts located in the State of California, County of San Francisco. You agree that service of process in any actions, controversies and disputes arising from or relating to these Terms may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid.

21. GENERAL LEGAL TERMS AND CONDITIONS.

No delay or failure by Imagella to exercise any of its rights arising under these Terms, and no partial or single exercise thereof, shall be deemed to constitute a waiver of such right, or any other rights under these Terms. Any consent by Imagella to or any waiver of, a breach of any express or implied provision of these Terms, shall not constitute a consent to, waiver of, or excuse of any subsequent or other breach of any express or implied provision hereof. No waiver, alteration, or modification by Imagella of any of the provisions of these Terms shall be binding unless in writing signed by a duly authorized representative of Imagella against which enforcement of such waiver, alteration, or modification is sought. In the event any provision of these Terms, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of these Terms, or the application of such provisions, to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining provision of these Terms shall be and remain valid, and be enforced to the fullest extent permitted by law.

22. FOR SUBSCRIBERS.

For your convenience your subscription with Imagella shall be renewed automatically until terminated in accordance with the provisions of these Terms, including any subscription agreement on this website incorporated in these Terms. This will alleviate the need for you to enter the credit card details each time you wish to renew the same subscription you chose previously.

23. ASSISTANCE WITH UPLOADING OF THE CONTENT.

You agree that employees of Imagella have the right to assist in uploading of the Content. You also agree that employees of Imagella may upload the Content provided by the means discussed with you beforehand.