WEBSHOTS TERMS OF USE

Last updated: 03/14/08

Webshots, including its properties and services, is owned and operated by AGCM, Inc. ("AG"). Your continued use of this site and the services it provides constitutes your binding acceptance of these terms (the "Terms") and the Privacy Policy.

In addition, we recommend that you review and adhere to Webshots' Community Guidelines. These guidelines are designed to help ensure that your experience with Webshots is fun, safe and rewarding.

Contents

• Pro Shots Content on Webshots
• Posting and Transmitting Content with Webshots
• Grant of License
• Use of Webshots and the Webshots Content
• Our Rights
• Limits on our Responsibilities
• Webshots Membership
• Third-Party Sites, Products, and Services
• Reporting Content Violations
• Terms of Sale

Pro Shots Content on Webshots

The Pro Shots section of Webshots consists of photos that are licensed from professional photographers and stock agencies to be viewed on the site, downloaded into the Webshots Desktop application as wallpaper or screensavers, sent as electronic greetings and purchased as poster-sized prints and gifts bearing images. All images in Pro Shots are all specially encoded to protect the copyright privileges of our professional photographers. You do not have the right to extract or print these images and Webshots does not authorize their use elsewhere. You may not use them in websites, presentations, slideshows or printed materials. You may not use, store, display, publish, transmit, distribute, modify, reproduce, create derivative works of, participate in the transfer or sale of, publicly perform, or in any way exploit any of this Content, in whole or in part, outside of the specific usage rights granted to you by Webshots as part of the services we provide. Those committing cop yright violations may be subject to direct legal action by the copyright owners. We are unable to license Webshots images to third parties; if you would like to use any of the images, you will need to contact the photographer directly through a link under the image on our website. Those needing assistance contacting the photographer or artist's representative, please contact photoeditor@webshots.com

Posting and Transmitting Content with Webshots

Webshots consists of a mix of digital media and written content provided by our users and our partners (together, the "Content"). You are responsible for all Content that you post on or transmit through Webshots. The following Content is prohibited:

• Content involving nudity, including nudity or partial nudity of children of any age
• Copyrighted material and trademarks that are used without the express permission of the owner
• Pornographic or obscene Content
• Content that exploits children or minors
• Content that discloses or contains any personally identifying information beyond a first name about any person who appears to be under the age of 18
• Content that we have reason to believe was posted for malevolent purposes, including libel, slander, defamation or harassment
• Content that may be deemed grossly offensive to the Webshots community, including, but not limited to, blatant expressions of bigotry, prejudice, racism, hatred or profanity
• Content promoting or providing instructional information about illegal activities
• Content that transmits or contains viruses, corrupted files, or any similar element

We examine Webshots' Content on a regular basis, and we maintain the absolute right (though not the obligation) to remove any Content that does not meet the standards listed above. We also reserve the right to terminate your access to Webshots if you fail to abide by these Terms.

We are not responsible for the loss, deletion, failure to store, misdelivery or untimely delivery of any Content submitted to or transmitted through Webshots.

By utilizing Webshots you agree to indemnify, defend and hold AG and its officers, directors, employees, agents, and affiliates harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by AG as a result of Content you submit or transmit through Webshots in violation of these Terms. You also agree to take sole responsibility for any royalties, fees or other monies owed to any person by reason of any Content you post or transmit through Webshots or the services we provide.

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Grant of License

When you post or transmit Content on or through Webshots you grant Webshots, its parent company AG, their affiliates and partners a nonexclusive, irrevocable, worldwide, sub licensable, royalty-free license to use, store, display, publish, transmit, transfer, distribute, reproduce, create derivative works of and publicly perform that Content on and through each of the services provided by Webshots. Your photos and other content are your property and will only be used by Webshots in the same way they have always been unless you give us permission to do something else with them. The changes to the Terms reflect the change in ownership, not a change in use of your content. This license shall apply to the distribution and the storage of your Content in any form, medium, or technology now known or later developed. You may remove Content you have posted on or through Webshots at any time. When you do remove your Content, this license will automatically expire.

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Use of Webshots and the Webshots Content

All of the Content available through Webshots is protected by our copyrights and the copyrights of our partners and/or users. You may not use, store, display, publish, transmit, distribute, modify, reproduce, create derivative works of, participate in the transfer or sale of, publicly perform, or in any way exploit any of this Content, in whole or in part, outside of the specific usage rights granted to you by Webshots as part of the services we provide.

You may not use Webshots in any manner that interferes with our normal operations or with the use and enjoyment of another user. You may only access Webshots and the Content through the interfaces provided by Webshots.

You understand that by using Webshots, you may be exposed to Content that you find offensive or objectionable.

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Our Rights

We maintain the right to do any of the following any time, with or without prior notice:

• restrict, suspend, or terminate your access to all or any part of our services;
• change, suspend, or discontinue all or any part of our services;
• refuse, move, or remove any Content;
• refuse to register any user name that may be deemed offensive
• establish general practices, fees and policies concerning Webshots and the services we provide

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Limits on our Responsibilities

We cannot guarantee the accuracy, security or quality of Content posted on or transmitted through Webshots.

Under no circumstances will we be liable for any loss, harm, error or omission that may result from the use of Webshots or the services (including, without limitation, the Webshots desktop application and Webshots toolbar) we provide or for any service failure or interruption, regardless of the cause.

THE MATERIALS, INFORMATION, AND SERVICES PROVIDED ON THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY MATERIALS, INFORMATION, OR SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY DATA, TEXT, IMAGES, SOUNDS, OR COMPUTER PROGRAMS (INCLUDING COLLECTIONS AND COMPILATIONS OF THEM)) OR AGAINST INFRINGEMENT. THE MATERIALS AVAILABLE ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE.

NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES OR AFFILIATES ARE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE SITE, OR FROM YOUR RELIANCE ON ANY INFORMATION PROVIDED AT THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY SET FORTH HEREIN SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT OUR AGGREGATE LIABILITY WILL NOT EXCEED ANY SUMS PAID PURSUANT THIS AGREEMENT.

NEITHER WE NOR OUR AFFILIATES TAKES ANY RESPONSIBILITY OR ASSUMES ANY LIABILITY FOR ANY CONTENT UPLOADED OR OTHERWISE TRANSMITTED BY YOU OR ANY THIRD PARTY, OR FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, INDECENCY, LEWDNESS, HARASSMENT, THREATS, ABUSE, OR PROFANITY YOU MAY ENCOUNTER IN USING THE SITE. YOU AGREE TO HOLD US AND OUR AFFILIATES AND PARTIES WITH WHOM WE HAVE CONTRACTED FOR PURPOSES OF HOSTING OR MAINTAINING THIS SITE HARMLESS FROM ALL CLAIMS BASED UPON COMMUNICATIONS OR MATERIALS MADE AVAILABLE BY YOU ON THE SITE.

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Webshots Membership

Webshots membership is available to anyone 13 years of age or older who truthfully and accurately provides all required information (including a legitimate email address) and obtains a unique Webshots Username and Password. Webshots is not intended as a service for children and therefore persons under the age of 13 may not become a member.

We utilize email to communicate with our users about service-related matters. In addition, if you utilize a third-party service provided through Webshots, that third party may need to email you regarding their service. We may also contact you, via email or postal mail, to notify you about special offers available to Webshots members. By becoming a Webshots member you are consenting to the receipt of these communications.

Webshots is an advertising supported Internet site. By becoming a Webshots member you consent to having your Content co-mingled with advertisements that appear on our site or are incorporated into the services we provide.

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Third-Party Sites, Products, and Services

Webshots provides access and contains links to third party Internet sites and services that we believe may be of interest or benefit to our users. Your use of those sites and services is subject to the terms and conditions set by such site or service. We have no control over these 3rd parties and we are not responsible for their activities.

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Reporting Content Violations

If you believe that any Content shown on or transmitted through Webshots violates these Terms or your copyright you can report such violation using the link that is provided on each Webshots content page. In the case of a copyright violation please provide the following information:

• A description of the copyrighted work or other intellectual property that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the site (including the exact URL);
• An address, a telephone number, and an e-mail address where we can contact you and, if different, an e-mail address where the alleged infringing party, if not Webshots, can contact you;
• A statement that you have a good-faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
• A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf;
• Your electronic or physical signature.

It is often difficult to determine if your intellectual property rights have been violated. We may request additional information before we remove allegedly infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove both parties' Content.

You may also report a copyright violation by providing the above information to the AG agent listed below, who is registered as our designated agent with the Copyright Office pursuant to 17 U.S.C. 512(c).

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Terms Of Sale

In addition to free membership, Webshots offers a premium paid service which provides users with additional benefits ("Webshots Premium Membership"). The following additional terms will apply to Webshots Premium Memberships:

Copies of the Terms of Use and Privacy Policy are available on the Webshots web site.

1. Service. If you are signing up for Webshots Premium Membership, for your membership fee, Webshots hereby grants to you a license to use the following features and services solely for your personal, non-commercial use, subject to this Agreement: (a) an unlimited number of downloads from the Webshots Gallery; (b) no banner or pop-up ads to distract you from photos on Webshots; (c) the entire Webshots Gallery photo collections available for download - not just individual photos; (d) access to Webshots Gallery highest-resolution image files (1200x1600); (e) the ability to upload and store up to 5,000 photos; (f) view and download statistics for all your photo albums; (g) premium star icon next to your member name; (h) the ability to add up to 20 favorite members; and (i) personalized online customer support.
2. Payments. You agree to pay Webshots fees for the Service for the duration of time and the amount you selected on the sign up page. You permit Webshots to charge this fee to your credit card and automatically renew the charge for the duration of your membership until you cancel.
3. Automatic Renewal and Cancellation. Membership fees will be charged to your credit card and will automatically renew at the price then in effect for the duration of your membership until you cancel. Yearly memberships will automatically renew once a year and monthly memberships will automatically renew once a month. Cancellation of your membership can be done in the My Account area on Webshots. If you choose to cancel, your cancellation will take effect at the end of the monthly or yearly term (depending on the billing cycle you chose) in which you cancelled. On cancellation, your photo storage capacity will go back to the storage capacity of a free Webshots account. If your credit card is invalid for any reason, charged back, or if Webshots does not receive payment, we will cancel your member benefits immediately.
4. Term. Unless terminated earlier, this Agreement will remain in force as long as you are authorized to access the Service. If you terminate the Service, but continue to be a member of Webshots, the Terms of Use and Privacy Policy will still apply.
5. Refund Policy and Termination. If Webshots cancels the entire Service, you may request a refund in writing within 30 days after the cancellation and receive a refund for the prorated amount of the fees for the Service. If Webshots makes a material adverse change to the Service or to the terms of this Agreement, you may terminate this Service and request a refund in writing within 15 days of such change and Webshots will refund the prorated amount of the fees for the Service. If you cancel within 30 days of joining or renewal, you are eligible, upon request, for a full refund. Termination of this Agreement and the refund rights above are your sole remedies under this Agreement and against Webshots. Webshots reserves the right to close all or any portion of the Site, deny you access and delete any files that you maintain on the Site and any information that you post and terminate your membership or all or any portion of the Service. You should keep a copy of any materials that you post on this Site because we will not undertake to retain copies.
6. Representations, Warranties and Covenants. You represent, warrant and covenant that (a) the membership and credit card information that you supply is true, correct and complete, (b) you will pay any charges that you incur in connection with the Service, including any applicable taxes, (c) you will update your membership and credit card information, (d) you will not allow anyone else to use your membership, (e) you will not transfer your membership or password to anyone else and (f) you will report to us any unauthorized or prohibited use of your membership or this Site.
7. Amendment. Subject to the termination and refund rights above, you agree that Webshots reserves the right to amend this Agreement at any time, for any reason, and without notice. Any changes may be posted to the Site or sent to you by email or postal mail.
8. Third-Party Merchants. The Site may offer you the ability to link to third-party web sites through this Site. All rules, policies and procedures of any third-party apply to you. Webshots is not responsible for information, goods or services provided by these third-parties and makes no representations or warranties about the goods or services available through third-parties.
9. Customer Data. You grant Webshots and its third-party processor the right to use, reproduce, sublicense and distribute your transaction processing information ("Customer Data") for purposes of processing your payment, screening customers and developing certain fraud prevention models. All Customer Data provided shall be subject to a written agreement of Webshots' third-party processor providing for the restriction on disclosure of any Customer Data to other third-parties except as necessary to perform the limited purposes under this section.
10. Legal Name, Address and Communications. Webshots is owned and operated by AGCM, Inc., One American Road, Cleveland, Ohio 44144 USA. You have the right to receive the legal name and address for Webshots at your email address by visiting this address: http://www.webshots.com/html/mailer_membership.html and emailing a request containing your email address. Official correspondence also may be sent via postal mail. Webshots reserves the right to forward email or postal communications to you for purposes of informing you of changes or additions to the Service or this Agreement.
11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws provisions. Any legal suit, arbitration, action, mediation or proceeding arising out of or relating to this Agreement or the Service must be instituted in a state or federal court in Cuyahoga County, Ohio and you irrevocably submit to such jurisdiction. The Terms and Conditions and Privacy Policy (a) apply to you, including, without limitation, the indemnification and limited liability provisions in the Terms and Conditions and (b) should be read in conjunction with this Agreement, so that nothing in this Agreement will serve to preempt the promises made in the Terms and Conditions or Privacy Policy. If any portion of this Agreement is deemed invalid or otherwise unenforceable, the remaining provisions shall remain in effect.

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AG Interactive, Inc.
One American Road
Cleveland, Ohio 44144

Telephone Number of Designated Agent:
1-800-305-6766

Facsimile Number of Designated Agent:
1-216-889-5971

Email Address of Designated Agent for copyright infringement only:
copyright@webshots.com

©1997-2008 AG.com, Inc. All rights reserved.