Terms of Service

These Terms of Service (the "Terms") are mutually agreed to by and between ExposureManager, Inc., a California corporation ("ExposureManager" or "we"), and you ("you", "your" or the "Photographer"). These Terms may be updated by us from time to time without notice to you. However, any changes we make will be effective immediately. Your continued use of the service or failure to cancel your subscription will be deemed acceptance of such changes.
 

Accepting the Terms
In order to use the services offered by ExposureManager ("Service(s)"), you must first agree to the Terms. You may not use the Services if you do not accept the Terms. The Terms may be accepted by you by: (A) clicking to [agree to the Terms], where this option is made available to you by ExposureManager in the user interface for any Service; or (B) by actually using the Services. In this case, you understand and agree that ExposureManager will treat your use of the Services as acceptance of the Terms from that point onwards. You may not use the Services and may not accept the Terms if you are not of legal age to form a binding contract with ExposureManager. We recommend you print or save a copy of these Terms of Service for your records.
 

Subscription Fees
Our Event Account is $99.95 annually, or $14.99 monthly. Our Premium Account is $249.95 annually, or $24.95 monthly.
 

Automatic Renewal of Subscription
Your monthly or yearly subscription will renew automatically at the end of the standard monthly billing cycle that coincides with the end of your subscription period. There is no notice of this pending renewal prior to the actual renewal. Please refer to your administration screen for information about your renewal date. ExposureManager reserves the option to deduct any recurring subscription fees coming due from any existing sales balance due the user/photographer. If your sales balance has adequate funds, the subscription fees will be paid out of this balance. If not, the credit card on file will be charged. You will receive a payment confirmation after subscription renewal.
 

If you wish to cancel or change your account, you need to do this prior to your subscription renewal. If you cancel your subscription, your account will remain active until the end of the billing cycle. There will be no partial refunds.
 

Administrative Duties
ExposureManager makes contact with its Photographer customers via email and the Administrative Screen assigned to them. It is imperative that all address, telephone, email and billing/credit card information be kept up-to-date to ensure efficiency in all areas of our relationship.
 

Pricing and Payment Terms
When receiving orders from End-Users, payments will be made by credit card. These charges will include the prices of prints or other products (mugs, mouse pads, etc.) as set and offered by Photographer in addition to the shipping and handling fees. The cost for you, the Photographer, are outlined on our pricing page.
 

For every order by an End-User, ExposureManager will retain the fulfillment costs of prints and/or other products (greeting cards, gift items), shipping and handling fees, minimum charge fees if any, as well as the ten percent (10%) commission fee (charged on the gross order payment not including shipping and handling fees, and taxes). The credit card processing fee is waived and absorbed by ExposureManager. The balance of each order, minus any chargebacks that may be due to ExposureManager for prior orders and/or other dues by photographer to ExposureManager, will be forwarded to the Photographer in a monthly check no later than forty-five (45) days after the order has been shipped to the customer. ExposureManager's current practice is to mail payment by check of all amounts due to Photographer between the 5th and 10th business day of the current month for all completed transactions occurred on the previous calendar month if the amount due is at least two hundred fifty (250) U.S. dollars. All applicable sales taxes shall be collected and paid by ExposureManager based on ExposureManager being the party making sale and the sale occurring in the State of California. A transaction is determined to be complete for payment purposes when, for pro-lab orders, all photos have been uploaded for lab processing and for 'self-fulfillment' orders when the order has been set to a 'shipped' by the you, the Photographer.
 

Storefront Services
Subject to these Terms, ExposureManager will publish the Photographer's images on a customizable storefront hosted by ExposureManager (the "Online Storefront") that enables Photographer to present and sell images to the end-users who visit the Online Storefront ("End-User(s)"). ExposureManager offers Photographer online services such as print order processing and other services that may be amended from time to time. Photographer shall set the prices for these services as they appear on the Online Storefront. ExposureManager will set prices for shipping and handling.
 

Type of Photos
ExposureManager was created to display and sell photographs. There are no constraints on the type of photos as long as the photos are fully legal. If a complaint is received, we will notify you of this. You have forty-eight (48) hours after we sent notification to remove or adjust the image. If no action is taken within forty-eight (48) hours, ExposureManager retains the right to delete, edit, refuse to post or remove, without notice, any material which ExposureManager, in its sole discretion, deems in violation of ExposureManager's policy or California or Federal law.
 

You agree that in the event ExposureManager does delete Your Information per the terms of this Section, that your only recourse against ExposureManager is for a return of your unused contract time, if any, if and only if it is found that your material was not in violation of the terms of this section. In no event shall you have any claims against ExposureManager for consequential damages of any kind, including for lost business, emotional damages, direct damages, loss of data or material, or any other damages other than your unused contract time.
 

Timeliness
Photographer shall be responsible for timely upload of optimized, full-size images ("FSIs") within fourteen (14) days of the order. ExposureManager shall be responsible for timely processing and shipping all orders directly to photo customers in accordance with the terms of the order once Photographer has uploaded the FSIs. ExposureManager shall use due diligence to notify the Photographer of an order at the time the order is placed via email and the administrative interface. Failure to upload in a timely fashion results in End-User complaints and often times order cancellations and refunds. Any fees associated with this sort of occurrence will be passed though to the Photographer, if applicable. Please refer to the Miscellaneous Charges Section below.
 

Miscellaneous Charges (Generated by End-User)
ExposureManager shall notify the Photographer of any returns, refunds, or fee disputes by any photo customer/End User. Photographer accepts and understands that any charges affiliated with these returns and/or fee disputes will be passed through to the Photographer's account. In the event an amount is due to ExposureManager at the end of the monthly billing/sales payment cycle (not the end of your subscription period), the amount due to ExposureManager may be charged to the credit card on file at its discretion. Please note that chargebacks to an End-User's card can be generated up to 120 days after the order date.
 

ExposureManager reserves the right to utilize and charge the credit card on file for any amounts owed to ExposureManager.
 

Privacy and Your Personal Information
For information about ExposureManager's data protection practices, please read the privacy policy.
 

Copyright
Your photos and artwork are your copyright. ExposureManager will not use any images on its own commercial website or other commercial publications without written approval from you. You have the option to have your galleries displayed in a user directory.
 

Photographer Submissions
In the event that you post or upload to the Service, or otherwise submit to ExposureManager as part of your use of the Service, any materials including, without limitation, photographs and other images, text, graphics, sounds, data, links and other materials (collectively, "Submissions"), you will retain ownership of such Submissions, and you hereby grant us and our designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, fully paid-up, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, and publicly display and perform such Submissions, solely in connection with the Service. Except for the foregoing license, we do not claim ownership of any copyright in your Submissions. You represent, warrant and covenant that you own or otherwise possess all necessary rights with respect to your Submissions, and that your Submissions do not and will not infringe, misappropriate, use or disclose without authorization, or otherwise violate any intellectual property or proprietary right of any third party, and are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Submissions. You acknowledge and agree that we may (but are not obligated to) do any or all of the following, at our discretion: (a) monitor and/or filter any Submissions (including without limitation by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); (b) alter, remove, or refuse to send, transmit or otherwise use any Submission (including, without limitation, by suspending the processing and shipping of any order relating to any Submission); and/or disclose any Submissions, and the circumstances surrounding the transmission or use thereof, to any third party in order to operate the Services; to protect our affiliates, distributors, partners, licensors, advertisers, sponsors, and users; to comply with legal obligations or governmental requests; to enforce these Terms; or for any other reason or purpose.
 

We recommend you keep back-up copies of your Submissions on your hard drive or other personal system, as the Service is not intended to be used as a back-up solution for storing your Submissions.
 

Policy for Idea Submission
Many of our customers are interested in submitting ideas and suggestions for products and services to be used at ExposureManager, either independently of, or in conjunction with, our internally developed concepts. We appreciate our customers' interest in improving the Service; however, please note that any such ideas or suggestions that you submit will be owned by ExposureManager, and you hereby irrevocably assign any intellectual property rights in such ideas and suggestions to ExposureManager. In the event that the foregoing assignment is held to be ineffective for any reason, your ideas and suggestions will be treated as Submissions, subject to the license granted to ExposureManager in these Terms. If you intend to retain any intellectual property rights in your ideas and suggestions (patent, trade secrets, copyright, trademark, etc.) please do not submit them to us without our prior written approval. You can inquire regarding such approval by sending a message to support@exposuremanager.com. If we are interested in pursuing any idea or suggestion of yours, we will contact you. Please note that an additional legal agreement may be required by ExposureManager in order to evaluate your idea or suggestion.
 

Independent Contractor Relationship
Photographer's relationship with ExposureManager is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Photographer will not be entitled to any of the benefits which ExposureManager may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Photographer is not authorized to make any representation, contract or commitment on behalf of ExposureManager unless specifically requested or authorized in writing to do so by an officer of ExposureManager. Photographer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Photographer shall be solely liable for any failure to pay applicable taxes. Photographer is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Photographer's compensation will be subject to withholding by ExposureManager for the payment of any social security, federal, state or any other employee payroll taxes. ExposureManager will regularly report amounts paid to Photographer by filing Form 1099-MISC with the Internal Revenue Service as required by law.
 

Term and Termination
A. Term
The term of this Agreement shall coincide with the term of the Photographer subscription, unless earlier terminated as provided in these Terms. Thereafter, upon payment of the applicable membership fee, this Agreement will renew as provided herein, unless ExposureManager terminates this Agreement at its convenience with three days written notice.
 

B. Termination by ExposureManager
ExposureManager RESERVES THE RIGHT TO TERMINATE PHOTOGRAPHER'S ACCOUNT AT ANY TIME FOR ANY REASON OR FOR NO REASON. ExposureManager may also terminate this Agreement with or without cause, at any time upon three (3) days prior notice to Photographer. ExposureManager also may terminate this Agreement immediately upon material breach of the "Online Conduct" Section of this Agreement, at its discretion, without prior notice.
 

C. Termination by Photographer
Photographer may cancel its ExposureManager membership at anytime, and cancellation will be effective immediately. ExposureManager DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH MEMBERSHIP PERIODS EXCEPT AS SPECIFIED ELSEWHERE IN THESE TERMS.
 

Online Conduct
Photographer shall not use the service for any of the following activities: (i) displaying in public albums or galleries photos that contain nudity, obscene or pornographic material of any kind; (ii) posting, photos, captions, names, posts or descriptions that convey blatant expressions of bigotry, prejudice, racism, hatred or profanity; (iii) defaming any person or group; (iv) linking to any site that promotes any of the above; (v) uploading material containing any virus or other content that may damage the service, the network, or any other user's equipment or software; (vi) violating any laws, rules, or regulations of any governmental or other administrative organization having authority over the service, or users. ExposureManager shall be the sole judge of online conduct and may refuse to publish any photograph at its sole discretion. Photographer agrees to indemnify ExposureManager from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by Photographer of the provisions of this Section. Photographer will also abide by the provisions posted on the ExposureManager website in the Terms of Service and Privacy Statement, as amended from time to time.
 

Usage Rules
You agree not to:
(a) upload files that contain software or other material protected by intellectual property laws, rights of publicity or privacy, except if you own or control such rights or have received all necessary consents, permissions, licenses, approvals;
(b) if applicable, upload files that you know or have reason to believe may contain viruses, corrupted files, or any other similar software or program that may result in damage to the operation of ExposureManager's web site or servers or to another's computer;
(c) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
(d) restrict, inhibit, harass or attempt to prevent any other user from using and enjoying the web site;
(e) disclose personal information and/or collect information about others (especially personal information or information likely to lead to personal identification of another), including e-mail addresses, without their prior consent; or
(f) violate any applicable domestic or international laws or regulations.
 

Disclaimers; Limitations; and Waivers of Liability
YOU EXPRESSLY AGREE THAT USE OF ExposureManager'S WEB SITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN 'AS IS' BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT OF ANY WARRANTIES INCAPABLE OR EXCLUSION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT). WITHOUT LIMITING THE FOREGOING, NEITHER ExposureManager NOR ITS AFFILIATES, EMPLOYEES, AGENTS, OR ATTORNEYS WARRANT THAT (I) ExposureManager'S WEB SITE AND ITS PRODUCTS WILL MEET YOUR REQUIREMENTS; (II) ExposureManager'S WEB SITE AND ITS PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ExposureManager'S WEB SITE AND ITS PRODUCTS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS PURCHASED OR ACCESSIBLE BY YOU THROUGH ExposureManager'S WEB SITE WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SOFTWARE OBTAINED FROM OR USED THROUGH ExposureManager'S WEB SITE, OR ANY DEFECTS IN ExposureManager'S WEB SITE, OR ITS PRODUCTS WILL BE CORRECTED. THIS WEB SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. ExposureManager MAY MAKE CHANGES TO THE PRODUCTS AT THIS WEB SITE, INCLUDING THE PRICE AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE PRODUCTS AT THIS WEB SITE MAY BE OUT OF DATE, AND ExposureManager MAKES NO COMMITMENT TO UPDATE SUCH PRODUCTS. ExposureManager DISTRIBUTES CONTENT SUPPLIED BY THIRD PARTIES AND USERS OF THE PRODUCTS AND PROVIDES LINKS TO EXTERNAL LOCATIONS OPERATED BY THIRD PARTIES. ALL COMMUNICATION EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, BY OTHER USERS, IS SOLELY MADE BY THE RESPECTIVE AUTHOR OR DISTRIBUTOR, AND NEITHER ExposureManager NOR ITS AFFILIATES, EMPLOYEES, AGENTS, OR ATTORNEYS GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS THEREOF, OR ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; NOR DO THEY MAKE ANY GUARANTEE, ENDORSEMENT OR WARRANTY WITH RESPECT THERETO. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY COMMUNICATION AND AGREE TO USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WITH RESPECT TO ALL COMMUNICATION AND TRANSACTIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, ExposureManager'S WEB SITE AND ITS PRODUCTS UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT NEITHER ExposureManager NOR ITS AFFILIATES, EMPLOYEES, AGENTS, OR ATTORNEYS SHALL BE LIABLE FOR (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, ExposureManager'S WEB SITE AND ITS PRODUCTS; OR (B) ANY LOSS OR DAMAGE TO YOU, DIRECT OR CONSEQUENTIAL, ARISING OUT OF OR IN ANY WAY RELATED TO ACTS OR OMISSIONS OF THIRD PARTIES INCLUDING BUT NOT LIMITED TO VARIOUS COURIER SERVICES, THE FEDERAL RESERVE BANKING SYSTEM, THE BANK WITH WHICH THE YOU DEALS OR THE EMPLOYEES OR AGENTS OF SUCH BANK, OR ANY FINANCIAL INSTITUTION WHICH RECEIVES, ORIGINATES OR PAYS ELECTRONIC DEBITS OR CREDIT CARD PAYMENTS FROM CONSUMER OR BUSINESS ACCOUNTS, OR OTHER USERS OF ExposureManager'S WEB SITE AND ITS PRODUCTS AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE PRODUCTS AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU OR (C) ANY LOSS CAUSED BY DISRUPTIONS OR IMPROPER OPERATION OF ITS SYSTEMS, EQUIPMENT OR SOFTWARE FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, UNAUTHORIZED USE OF OR ACCESS TO ExposureManager'S SYSTEMS, COMPUTER OR NETWORK VIRUSES, VANDALISM, THEFT, PHONE SERVICE OUTAGES, INTERNET DISRUPTIONS, HUMAN ERROR, EXTREME OR SEVERE WEATHER CONDITIONS OR ANY OTHER CAUSES IN THE NATURE OF "ACTS OF GOD" OR FORCE MAJEURE. IN NO CASE SHALL YOU BE ENTITLED TO RECOVER DAMAGES FROM ExposureManager WHICH EXCEED THE SUM OF THE AMOUNTS OF SALES MARGINS AND FEES RETAINED BY ExposureManager UNDER THIS AGREEMENT DURING THE CALENDAR WEEK IMMEDIATELY PRIOR TO THE WEEK IN WHICH THE EVENT OCCURRED GIVING RISE TO THE CLAIM FOR DAMAGES.
 

Governing Law
This Agreement shall all be governed and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in California, and that any legal action or proceeding between ExposureManager and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in California. ExposureManager's failure to enforce any provision of this Agreement shall not constitute a waiver of any provision or right.
 

Severability
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. As used herein, MB means one million bytes, GB means one billion bytes.
 

Waiver
The waiver by ExposureManager of a breach of any provision of this Agreement by Photographer shall not operate or be construed as a waiver of any other or subsequent breach by Photographer.
 

Entire Agreement
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.
 

IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT PLEASE CONTACT support@exposuremanager.com OR CALL 1-888-365-3019