PhotoWorkflo Terms of Service
Last Updated: 4/29/2019
These PhotoWorkflo Terms of Service (this “Agreement”) are agreed to between PhotoWorkflo, LLC (“PhotoWorkflo”) and you (“You”). PhotoWorkflo offers a cloud-based platform known as PhotoWorkflo designed specifically to help photographers manage the business aspect of their photography practice (the “Platform”). PhotoWorkflo makes the Platform available through PhotoWorkflo’s website located at www.PhotoWorkflo.com or other URL(s) (each a “Site”), other software programs (each an “Application”) provided by and on behalf of PhotoWorkflo (each Site and Application are treated as a part of the “Platform” for purposes of this Agreement).
The Platform allows individual registered end users (“Users”) to upload and access User Content, generate Submissions, view Platform Content, and access additional services, functionality, and resources as provided on the Platform (“Services”).
Unless You or Your organization have entered into a separate written agreement with PhotoWorkflo regarding the Platform, this Agreement is the complete and exclusive agreement between You and PhotoWorkflo regarding Your access to and use of the Platform, Content and Services.
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, CONTENT OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, PHOTOWORKFLO IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, CONTENT OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM, CONTENT OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.
1. TERM. This Agreement is entered into as of the date You first access or use the Platform, Content or Services (the “Effective Date”) and will continue until terminated as set forth herein.
2. MODIFICATIONS. PhotoWorkflo reserves the right, at any time, to modify the Platform, Content, Services or this Agreement, whether by making those modifications available on the Platform or by providing notice to You as specified in this Agreement. Any modifications will be effective 24 hours following posting on the Platform or delivery of such other notice. You may cease using the Platform, Content or Services or terminate this Agreement at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform, Content or Services following such notice.
3. ELIGIBILITY. The Platform, Content, and Services are not available to individuals under the age of 18 or who do not meet any of the other qualifications included in this Agreement. If You are under the age of 18 or do not otherwise meet any of the other qualifications included in this Agreement You should not use the Platform, Content, or Services.
4. ACCOUNT. You may be required to establish an account on the Platform (an “Account”) to access portions of the Platform, the Content and Services, and to upload User Content (as defined below). Approval of Your request to establish an Account will be at the sole discretion of PhotoWorkflo. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You alone. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access Your Account or Account ID. You are solely responsible for all use of the Platform, Content or Services through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify PhotoWorkflo immediately if any Account ID is lost, stolen or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (a) all Registration Information You provide will be true and complete; and (b) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that PhotoWorkflo, in its sole discretion, deems offensive.
5.1 To the Platform. Subject to Your compliance with this Agreement, PhotoWorkflo will permit You to access and use the Platform solely for Your own personal purposes and only in accordance with the terms of this Agreement and all applicable laws. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Platform and each Site or Application, in each case as necessary to meet Your operational and business requirements based on Your particular circumstances.
5.2 To Applications. Subject to Your compliance with this Agreement and any other terms and conditions accompanying each Application, PhotoWorkflo will permit You to download and install Applications and operate those Applications solely for the purpose of using and accessing the Platform, Content and Services. You may install each Application only on computers, mobile devices or smart phones owned or controlled by You and used only for Your own personal purposes in accordance with this Agreement and any applicable terms and conditions accompanying the Application or otherwise provided to You by PhotoWorkflo. Except as expressly set forth in the previous sentence, You are granted no licenses or other rights in or to any Application or any IPR (as defined below) therein or related thereto. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any Application other than as expressly permitted in this Agreement or any other agreement You are required to agree to before being given access to any Application.
5.3 To Platform Content. You may be provided with access to a variety of content through the Platform, including, text, audio, video, photographs, maps, illustrations, photos, videos, portfolios, graphics, and other data, information, and media (“Content”). Unless otherwise noted on the Platform, all Content available through the Platform (“Platform Content”) is owned by PhotoWorkflo and PhotoWorkflo’s other third party providers. All Platform Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content and for Your use of any Platform Content. Subject to Your compliance with this Agreement, You may access the Platform Content solely for Your own personal purposes in connection with Your use of the Platform. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Certain Content may include or be based on data, information or content from other Users and other third party Content providers, including Content from people other than You (“Third Party Content”). PhotoWorkflo has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content provided through the Platform. Without limiting the foregoing, PhotoWorkflo will not be held liable to You or any other third party for any Content, including Content (as defined below) under the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto. If You would like to use the Content in a manner not permitted by this Agreement, please contact PhotoWorkflo. All Content is provided AS-IS and WITHOUT WARRANTIES.
5.4 To Third-Party Services. The Platform may provide You with the option to access services developed, provided, or maintained by other third-party service providers (“Third Party Services”). In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement but will not apply to any other Services You may access through PhotoWorkflo. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement.
6. User Content. You may be able to upload and store User Content (as defined herein) on the Platform. You are solely responsible for all data, information, and content (such as text, audio, video, photographs, portfolio information, juried event submissions, illustrations, graphics and other media) that You may provide or generate through Your use of the Platform or Services (collectively, “User Content”). You may use your User Content to generate submissions or applications for shows, jobs, competitions, or similar events (“Submissions”). You agree that You have all right, title, interest and consent in User Content necessary to allow PhotoWorkflo to Use User Content as set forth in the rights and licenses You grant to PhotoWorkflo under this Agreement.
7.1 Fees Generally. The fees for use of the Platform and Services will be set forth on the Platform. The Platform and Services You subscribe to or otherwise purchase will be subject to the pricing and limitations displayed or provided through the Platform in connection with the purchase or transaction such package, in addition to the terms of this Agreement. You should be sure to review the product options on the Service for pricing, Service options, duration of storage. All fees are due and payable in advance of services. PhotoWorkflo currently uses third parties to process payments and our third-party payment processors accept payments through various credit cards, as detailed on the applicable payment screen. All monetary transactions on the Service take place in U.S. Dollars. You are responsible for determining and paying the appropriate government taxes, fees, and service charges resulting from a transaction occurring through the Service, except for taxes on our income. We are not responsible for collecting, reporting, paying, or remitting to You any such taxes, fees, or service charges, except as may otherwise be required by law. All information that You provide in connection with a purchase or other transaction through the Platform must be accurate complete and current. If at any time You don’t pay the applicable fees, Your access to the Platform and Services may be terminated and Your User Content may be deleted. Except as permitted herein, all purchases are non-cancellable and non-refundable. Fees are subject to change, but that change will not be implemented without prior notice to You. PhotoWorkflo is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by PhotoWorkflo.
7.2 Free Subscription. From time to time, we may offer free trial subscriptions, and/or free subscriptions those in certain academic settings. Free/trial subscriptions offer limited functionality and features as compared to paid subscriptions. PhotoWorkflo may start charging fees for free/trial subscriptions at any time upon thirty (30) days written notice. Additionally, if You sign up for a 30 day trial subscription, we may collect Your credit card and start charging You automatically at the expiration of such trial period unless You cancel as set forth on the Platform.
7.3 Paid-Up Subscription. If You pay a one-time fee for access to the Platform and Services, we will charge Your card a one-time upfront payment for the duration of the selected term.
7.4 Recurring Subscription. IF YOU SIGN UP FOR A RECURRING SUBSCRIPTION TO THE PLATFORM AND SERVICES, WHETHER IT’S AN ANNUAL OR MONTHLY SUBSCRIPTION, ONCE YOU SIGN UP, YOU AGREE AND ACKNOWLEDGE THAT YOUR CREDIT CARD ON FILE WILL AUTOMATICALLY BE CHARGED FOR EACH RENEWAL (WHETHER ANNUAL OR MONTHLY, AS OUTLINED ON THE PLATFORM WHEN YOU SELECTED YOUR SUBSCRIPTION) WITHOUT ANY NOTICE TO YOU OR ACTION ON YOUR PART, UNTIL CANCELLED AS OUTLINED HEREIN. IF YOU WISH TO CANCEL YOUR ACCOUNT, YOU MUST CANCEL YOUR ACCOUNT BY EMAILING US AT SUPPORT@PHOTOWORKFLO.COM AS OUTLINED HEREIN. UNLESS YOU NOTIFY PHOTOWORKFLO BEFORE THE END OF THE APPLICABLE SUBSCRIPTION PERIOD THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND YOU AUTHORIZE PHOTOWORKFLO TO COLLECT THE THEN-APPLICABLE ANNUAL OR MONTHLY SUBSCRIPTION FEE FOR SUCH SUBSCRIPTION (AS WELL AS ANY TAXES) USING ANY CREDIT CARD OR OTHER PAYMENT MECHANISM WE HAVE ON RECORD FOR YOU OR LINKED TO YOUR ACCOUNT. THERE ARE NO REFUNDS FOR ACCOUNTS CANCELLED PART WAY THROUGH A BILLING CYCLE. PHOTOWORKFLO RESERVES THE RIGHT TO CHANGE THE FEES AT ANY TIME WHICH WILL BE REFLECT ON THE PAYMENT PAGE AND WILL BE EFFECTIVE THIRTY (30) DAYS AFTER NOTICE OF THE CHANGE. YOU MUST PROVIDE PHOTOWORKFLO WITH A VALID CREDIT CARD AND MUST UPDATE IT WITH ANY CHANGES. IF TIMELY PAYMENT IS NOT RECEIVED OR CANNOT BE CHARGED TO CUSTOMER’S CREDIT CARD FOR ANY REASON, PHOTOWORKFLO RESERVES THE RIGHT TO EITHER SUSPEND OR TERMINATE CUSTOMER’S ACCESS TO THE SERVICES AND PLATFORM. EXCEPT AS PERMITTED HEREIN, ALL PURCHASES ARE NON-CANCELLABLE AND NON-REFUNDABLE.
8. TERMINATION. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Platform and all Content and Services (including, without limitation, all Content You obtained prior to termination); (c) You will immediately delete any Applications You have downloaded or installed prior to termination; and (d) PhotoWorkflo may, in its sole discretion, delete Your Account and any of User Content held by PhotoWorkflo at any time. Sections which are designed to survive termination will survive, including without limitation, restrictions on use, indemnity, and warranty disclaimers.
9. SUSPENSION. Without limiting PhotoWorkflo’s right to terminate this Agreement, PhotoWorkflo may also suspend Your access to Your Account and the Platform, Content, or Services (including User Content), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by PhotoWorkflo to be inappropriate or detrimental to the Platform, Services, PhotoWorkflo, or any other PhotoWorkflo User or customer.
10. PLATFORM TECHNOLOGY. The Platform, and the databases, software, hardware and other technology used by or on behalf of PhotoWorkflo to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of PhotoWorkflo. You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; (i) interfere with the operation or hosting of the Technology; or (j) ) use the Technology to create a competing product or service.
11. OWNERSHIP. PhotoWorkflo retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications made by either party thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform, Content, and Services under this Agreement. The PhotoWorkflo name, trademark, logo and all product and service names associated with the Platform, Content and Services are trademarks of PhotoWorkflo and its licensors and providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
12. REPRESENTATIONS AND WARRANTIES.
12.1 Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.
12.2 Compliance With Laws. You acknowledge that the Platform is a general purpose online service and is not specifically designed to facilitate compliance with any specific law, rule, or regulation. Your use of the Platform in compliance with any specific law, rule, or regulation applicable to You, or to User Content or other data or information You may provide or generate through the Platform, is Your sole responsibility. PhotoWorkflo is not responsible for enabling Your compliance with any such law, rule, or regulation or for Your failure to comply. You represent and warrant to PhotoWorkflo that Your use of and access to the Platform, including, without limitation, User Content and any other data or information You may provide or generate through Your use of or access to the Platform, will comply with all applicable laws, rules, and regulations and will not cause PhotoWorkflo itself to violate any applicable laws, rules, and regulations.
13. NO WARRANTIES; DISCLAIMER. THE PLATFORM, CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PHOTOWORKFLO AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM. PHOTOWORKFLO AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PHOTOWORKFLO, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
14. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless PhotoWorkflo and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) Your access to or use of the Platform, Content, or Services; (b) User Content or other data, information, or Content that You access or provide through the Platform; and (c) Your breach of any representation, warranty, or other provision of this Agreement. PhotoWorkflo will provide You with notice of any such claim or allegation, and PhotoWorkflo will have the right to participate in the defense of any such claim at its expense.
15. LIMITATION ON LIABILITY. PHOTOWORKFLO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT OR SERVICES, EVEN IF PHOTOWORKFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USER CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. PHOTOWORKFLO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100 OR, IN THE CASE OF ANY PURCHASES YOU MAKE THROUGH THE PLATFORM, THE AMOUNTS PAID BY YOU TO PHOTOWORKFLO FOR THOSE PURCHASES IN THE 6 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY. YOU AGREE THAT PHOTOWORKFLO WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, PHOTOWORKFLO’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
17. CLAIMS OF INFRINGEMENT. PhotoWorkflo respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
Attn: PhotoWorkflo Copyright Infringement Agent
1499 West 120th Avenue #110
Westminster, CO 80234
Please provide the following information to PhotoWorkflo’s Copyright Infringement Agent: (a) the identity of the infringed work, and of the allegedly infringing work; (b) Your name, address, daytime phone number, and email address, if available; (c) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (e) Your electronic or physical signature.
18. DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by PhotoWorkflo in Denver, Colorado U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
19. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado without regard to the conflict of laws provisions thereof. Subject to the above paragraph, each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in Denver, Colorado, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by PhotoWorkflo.
20. NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to PhotoWorkflo by postal mail to the address for PhotoWorkflo listed on the Platform. PhotoWorkflo may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to PhotoWorkflo in connection with Your Account, provided that in the case of any notice applicable both to You and other Users of the Platform, PhotoWorkflo may instead provide such notice by posting on the Platform. Notices provided to PhotoWorkflo will be deemed given when actually received by PhotoWorkflo. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
21. LINKED SITES. The Platform may contain links to third-party sites or Content that are not under the control of PhotoWorkflo. If You access a third-party site or Content from the Platform, then You do so at Your own risk and PhotoWorkflo is not responsible for any content on any linked site or content. You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by PhotoWorkflo or any group or individual affiliated with PhotoWorkflo. You may not use on Your site any Platform Content or marks appearing on the Platform in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Platform without PhotoWorkflo’s prior written consent.
22. FORCE MAJEURE. PhotoWorkflo will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond PhotoWorkflo’s reasonable control.
23. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Platform, Content and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, Content and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by PhotoWorkflo under this Agreement must be in writing or later acknowledged by PhotoWorkflo in writing. Any waiver or failure by PhotoWorkflo to enforce any provision of this Agreement on one occasion will not be deemed a waiver by PhotoWorkflo of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of PhotoWorkflo. Any assignment in violation of the foregoing will be null and void. PhotoWorkflo may assign this Agreement to any party that assumes PhotoWorkflo’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Platform, Content or Services may contain links to third-party sites that are not under the control of PhotoWorkflo. PhotoWorkflo is not responsible for any content on any linked site and You access any third-party site from the Platform, Content or Services at Your own risk. PhotoWorkflo may reference You as a user of the Platform and use Your name and logo, as applicable, in listings of users of the Platform appearing on the Platform and for other marketing and promotional purposes relating to the Platform, Content or Services.