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Disclaimer
Your access to, and use of, the Web Site provided by Studio Cart, LLC (the “Company”), including any purchases of products and services sold via the Web Site, is exclusively governed by these Terms of Use.  The data contained in our Web Site is for informational purposes only and is not represented to be error free. The Company attempts to ensure that the data provided or otherwise displayed on our Web Site is accurate.  However, the Web Site and its contents are provided on an “as is, as available” basis. Use of the Web Site and its contents is at the user’s sole risk.  The Company does not warrant that any functions of the Web Site will be uninterrupted or error-free, that defects will be corrected, or that the Web Site will be free from viruses or other harmful components.  It is not intended to constitute a promise or contract of any kind.  Any links to information not associated with the Company are provided as a courtesy and do not constitute an endorsement by the Company of any of the linked materials.  By accessing or using our Web Site, you accept and agreed to be bound by these Terms of Use as they may from time to time be modified by the Company.  If any provision of these Terms of Use or any application thereof is held to be invalid or unenforceable, that provision shall be deemed severable and the remainder of the Terms of Use shall not be affected.

No Warranties
The Company strives to ensure the accessibility of all web site features to the widest possible Internet audience. Because of variations in browser technology, operating systems, and end user environments and connectivity, the Web Site and its contents are provided without any representations, endorsements or warranties of any kind whatsoever, either express or implied, including, but not limited to, any warranties of title or accuracy and any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, with the sole exception of warranties (if any) that cannot be expressly excluded under applicable law. 

Level of Service
The Company strives to ensure 24/7 availability of the Web Site and all of its features. In the event that services are interrupted for maintenance, upgrades or emergency repairs or due to failure of telecommunications links and equipment or software/hardware errors, every reasonable step will be taken by The Company to minimize the down time of services. As a posting photographer you agree that The Company shall not be liable for any modification, suspension or discontinuance of the Web Site. 

Description of Services
The Company provides various services including e-commerce and web site hosting services to posting photographers on a “pay for services” basis.  Any agreement between The Company and the posting photographer shall not constitute a partnership, or any other relationship outside that of an independent contractor.   Posting photographers are responsible for fulfilling all orders in a timely manner. The Company will not be held liable for any damages from including but not limited to; 
• The use of or inability to use the Web Site or any of its features or functions
• Any errors, omissions, or other inaccuracies in the Web Site its features or functions
• Any transaction conducted through or facilitated by The Web Site
• Any capturing or tampering with the transmission of data
• Any aspect of the Web Site or any of its features or functions even if The Company has been made aware of the possibility of such damages. 


Posting Photographers are solely responsible for providing, at their own expense, all equipment necessary to use the services.

Fees
Fees for the various services are set out in text located elsewhere in this Web Site and are subject to change.  If you subscribe to a service on this Web Site that requires payment of a fee, you agree to pay all fees associated with such service by means of a credit card.  You agree to provide The Company with accurate and complete billing information.  If credit card/billing information is inaccurate, or declined, The Company reserves the rite to remove all images, and information associated with the account.   A billing cycle is roughly 30 days in length and is determined by the day of your signup date. Invoicing occurs at the beginning of your monthly billing cycle. 

Overage charges are based on peak monthly image usage during your billing cycle. Peak usage is defined as the greatest number of images in your account during your billing cycle and is calculated nightly a 12:00 am CST. Your peak image usage count is reset to zero on the morning of your invoice day. Duplicate images in separate categories in a single gallery are counted for each category.
Posting photographers that choose to use merchant processing services provided by The Company agree to incur an 9%  (or other agreed upon rate) merchant fee per transaction.  Sales fees collected by The Company will be distributed to the posting photographer by check on the first of every month for sales occurring in the previous month, minus 8% merchant fees.  Any fees associated with “Chargebacks” will be the responsibility of the posting photographer. The chargeback transaction will removed (refunded) from the posting photographers account and any additional fees will be added to their next invoice or drafted immediately from the credit card on file for the account.

Notice of Cancellation 
Posting photographers must give 30 days notice of cancellation of services, and are responsible for subscription and overage fees incurred since their previous invoice.  Notification must be given via email to support@studiocart.com or via the online support system.  Posting photographers that choose to cancel or postpone service or who are delinquent by one billing cycle may be charged a $75 re-initiation fee.   

Modifications
The Company may at any time make modifications, changes and alterations to the data of our Web Site, including the Terms of Use, without prior notice.  You are responsible for regularly reviewing these Terms of Use.  Your continued use of our Web Site following any modifications, changes or alterations shall constitute your acceptance of such modifications, changes or alterations.

Intellectual Property Statement
All content of our Web Site is the copyrighted material of the Company or the appropriate contributor, and is protected by the United States and international copyright, trademark and other applicable laws.  The Web Site includes content, appearances and design, as well as the Company and third party trademarks, product names, graphics, logos, slogans, colors and designs that are the property of their respective owners.  Except as set forth in the relevant license agreements, nothing contained in our Web Site grants any license or other right to any of our or any third party’s intellectual property.  The appropriate party reserves complete title and interest to its intellectual property on or associated with the Web Site.  You may not copy (other than a copy for personal use, provided you do not remove any trademark, copyright or any other notice contained in the content), modify, distribute, alter, display, reproduce, transfer or republish any of the data of our Web Site without first agreeing to the termsand conditions of the applicable license agreement, or obtaining the written permission of the Company.

Applicable Law 
This Web Site is created and controlled by the Company in the State of Nebraska.  As such, the laws of the State of Nebraska will govern these Terms of Use without giving effect to any principles of conflicts of laws.  The parties agree that a condition of using this Web Site is that any and all claims arising out of use of this Web Site will be tried in the State of Nebraska and Nebraska law will apply.  The Nebraska courts in Sarpy County shall have exclusive jurisdiction and venue, and you consent and submit to the personal jurisdiction of such court over any claim, suit, or proceeding arising out of these Terms of Use.   

Limitation of Liability
In no event will the Company or its affiliates, representatives, contractors, or their respective officers, directors or employees be liable for any damages, including, without limitation, indirect, incidental, special, consequential or punitive damages, whether under a contract, tort or any other theory of liability, arising in connection with (i) any party’s use of the Web Site or a linked site, (ii) any failure, error, omission, interruption, defect, delay, computer virus, line system failure or loss of data, (iii) any loss of use related to our Web Site or a linked site, (iv) any Web Site operated by any third party, (v) or any content of this Web Site or any linked site, even if the Company is aware of the possibility of such damages.
You agree to indemnify, defend and hold harmless the Company from and against any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, arising from or related to any breach by you of any of these Terms of Use or applicable law, including those regarding intellectual property.

Privacy
The Company strives to ensure the privacy and accuracy of your confidential information.  In order for you to purchase products and services that we offer via the Web Site, we require you to provide us with information that personally identifies you (“Personal Information”).  Personal Information may include (i) contact data (such as your name, physical and email addresses, phone numbers and domain names), and (ii) financial data (such as your account or credit card number).  We do not actively share Personal Information gathered from our Web servers.  We do not provide or sell any Personal Information to outside agencies (third parties).  We may disclose Personal Information when we, in good faith, believe that the law requires it or for the protection of our legal rights.
Site activity data is collected throughout the Web Site and includes information on domains, browsers, operating systems, and pages accessed.  This information is used only for standard reporting purposes to improve site content and display.  No attempt is made to track the activity of individuals or preserve any information relating to identified users.  Although our Web Site uses cookies to process and fulfill order requests, we do not store such cookies and such cookies are immediately discarded as soon as you close your browser.  
[The Company Web Site links to a number of external Web Sites to provide its users a convenient method to access information that may be useful to the user.  We are not responsible for the privacy practices or the content of the external Web Sites in which we link.  The Company makes no warranties, either express or implied, concerning the content of such site, including the accuracy, completeness, reliability or suitability of such site.  Once you link to a different Web Site, the privacy policy stated herein is no longer in effect.]

Guidelines for Children
It is our policy to comply with the Children’s Online Privacy Protection Act of 1998 and all other applicable laws.  We do not specifically collect information about children nor market our products or services to children.  It is the responsibility of the posting photographer to ensure that the posting of any and all images meet the legal guidelines of Federal, State, and local governing bodies.

Passwords and Security
You are solely responsible for maintaining the secrecy of your password and any account information in connection with the Web Site, and for restricting access to your computer.  You are fully responsible for all activities that occur under your account or password, and you agree to notify the Company immediately of any unauthorized use of your password or account.

Software
Any software available for download via the Web Site is the copyrighted work of The Company and/or its licensors. Use of such software is governed by the terms of the end user license agreement that accompanies or is included with the software.  Downloading, installing, and/or using any such software indicates your acceptance of the terms of the end user license agreement.  Software provided is “as is” and carries no guarantee or warranty or of compatibility.  Installation of software provided by The Company is at you own risk. 

Termination of Use
You agree that we may, in our sole discretion, terminate or suspend your access to all or any part of the Web Site with or without notice and for any reason.  Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Statement of Compliance
By checking the “I agree to the  above Terms Of Use Agreement And Privacy Statement” checkbox before allowed access to the Web Sites administrative console, you agree to the terms and conditions of this agreement. Continuation of  services with The Company requires continued compliance with this agreement.