Terms and Conditions
User Agreement
| | 1. | Acceptance of Terms | | | Use of the Image Publishing, LLC Web site, www.welcomehomeowner.com (the "Service") is subject to the terms and conditions of this Agreement ("Agreement"). This is a legal agreement between you, the user, together with any company or other business entity you are representing (collectively, the "User") and Image Publishing, LLC ("IMAGE PUBLISHING"), with a principal place of business at 12424 Wilshire Boulevard, Suite 1130, Los Angeles, CA 90025. By using the service or accessing the Image Publishing Web site, User agrees to be bound by the terms of this Agreement. If User does not agree to the terms of this Agreement, User may not access the Service and must exit the Image Publishing Web site immediately. All questions concerning this Agreement should be directed to: Member Relations, Image Publishing, LLC, 12424 Wilshire Boulevard, Suite 1130, Los Angeles, CA 90025.
By accepting the terms and conditions of this Agreement, User represents, warrants and covenants that (a) User is 18 years old or older; (b) User is capable of entering into a legally binding agreement or is duly authorized to, and does hereby represent and legally bind, any company on behalf of which User is registering with respect to this Agreement; and (c) User will use the Service only for individual, personal, family or household purposes. Notwithstanding anything to the contrary, Image Publishing reserves the right to cancel, suspend or refuse access to the Service to anyone in its sole discretion.
| | 2. | Service: Image Publishing Advertisers and Linked Resources | | | No Endorsement of Advertisers or Linked Resources by Image Publishing. User's correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the User and such advertiser. User hereby agrees that Image Publishing shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service. Links and pointers to other related World Wide Web Internet sites, resources and sponsors of the Service ("Linked Resources") shall not constitute an endorsement by Image Publishing of the Linked Resources. Image Publishing shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with availability, use of or reliance on any Linked Resources.
| | 3. | User Responsibilities | | | 3.1 | Fees and Payment | | | | Image Publishing reserves the right to establish and charge fees for services, subscriptions, special products and Services and other products and services (including new or modified products and services) and to change its fees at any time for any reason. Such fees will be posted on the Service and/or presented at the time that products or services are ordered or provided. Unless otherwise indicated in writing by Image Publishing, fees shall be due and payable in advance at the time the respective product or service is ordered or requested. If User makes any purchase or payment by check and the check is returned by the bank due to insufficient funds, Image Publishing may charge User a service charge of twenty-five dollars ($25) or the maximum amount permitted by law in addition to any other remedies allowed by law. Any fees or payments that are not paid when due shall bear interest to the extent permitted by applicable law at the Wall Street Journal Prime Rate as published in the Money Rates Section of the Western Edition of the Wall Street Journal on the date such payment is due, plus an additional three percent (3%), calculated on the number of days such payment is delinquent. In the event that more than one such Prime Rate is published on such date such payment is due, the highest such Prime Rate shall be used. User shall also be liable for all attorney and collection fees arising from or related to efforts to collect any unpaid balances on User's account. This Section 3.1 shall in no way limit any other remedies available to Image Publishing. Unless otherwise expressly stated by Image Publishing, all fees and payments to Image Publishing and Service Providers shall be made in U.S. Dollars.
| | | 3.2 | Refunds | | | | Unless otherwise expressly stated by Image Publishing, all payments to Image Publishing shall be non-refundable.
| | | 3.3 | Special Offers and Promotions | | | | From time to time Image Publishing may, in its sole discretion, make special offers and promotions, such as reduced fees, discounts, incentives or other benefits ("Promotions") without creating any obligation on the part of Image Publishing other than as explicitly set forth in such Promotions, including without limitation any obligation to continue to offer such Promotions on an ongoing basis.
| | | | | | | 3.4 | Compliance with the Laws | | | | User, and not Image Publishing, shall be responsible for compliance with all laws, regulations and ordinances connected with all aspects of User's use of the Service. User shall not use the Service for any illegal purpose in violation of any local, state, federal or international law.
| | | 3.5 | User Account, Password and Information | | | | User shall be responsible for maintaining the confidentiality of its User account and password and shall be responsible for any and all actions by users given access to such account or password and any and all consequences of use or misuse of such account and password. User agrees that all employees, agents, representatives, affiliates, partners and others having access to the account and/or password shall (i) agree in advance to be bound by the terms and conditions of this Agreement, and (ii) be vested by User with the authority to use the Service and legally bind User, including without limitation with respect to payments and transactions. User shall be responsible for all actions by such employees, agents, representatives, affiliates, partners and others, including but not limited to former employees and former partners and shall indemnify Image Publishing for such actions as set forth in Section 8. Image Publishing reserves the right to impose additional conditions and restrictions upon multi-user accounts, including without limitation: (i) requiring that each individual having access to an account separately register and obtain a sub-account and password, and (ii) requiring an administrator to be appointed for the account. User agrees to notify Image Publishing immediately of any unauthorized use of any password or account or any other breach of security regarding the Service of which User has knowledge. | | | | If User registers for the Service, User agrees to provide current, complete and accurate information ("Registration Information") during the process of registration with, and use of, the Service and to update such information to keep it current, complete and accurate. Image Publishing shall have the right to use the Registration Information for such uses as reasonably required or advisable for the Service, including but not limited to sharing such Registration Information with third parties as set forth in Image Publishing's Privacy Policy, the terms of which are hereby incorporated into this Agreement by reference. User agrees that Image Publishing shall have the right to remove from the Service or take any other action with respect to the Registration Information deemed appropriate in Image Publishing's sole discretion, including but not limited to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property or personal safety of Image Publishing, its users and the public. If the User is subject to The European Union Data Protection Directive, or national laws implementing the Directive, User hereby freely consents to the transfer of information outside of the European Union to the United States and other countries and use of such information by Image Publishing as contemplated herein, including without limitation as set forth in Image Publishing's Privacy Policy.
| | | 3.6 | No Interference with the Service | | | | User represents, warrants and covenants that User shall not upload, post or transmit to, distribute or otherwise publish through the Service any materials (i) which restrict or inhibit any other users from using and enjoying the Service; (ii) which are unlawful, threatening, abusive, harmful, libelous, defamatory, harassing, tortuous, hateful, racially, ethnically or otherwise objectionable, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) which constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (iv) which violate, plagiarize or infringe the rights of third parties including without limitation copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) which contain a virus or other harmful component, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (vi) for which User does not have all necessary rights and licenses to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information); and (vii) which are unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of unauthorized solicitation or (viii) which constitute or contain false or misleading indications of origin or statements of fact. | | | | User represents, warrants and covenants that it shall not (i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (ii) gain unauthorized access to other computer systems through the Service; (iii) harass other users; (iv) collect or store personal data about other users other than as is strictly necessary to use the Service; or (v) impersonate or otherwise misrepresent any person or entity, including, but not limited to, an Image Publishing official, falsely state or otherwise misrepresent User's affiliation with a person or entity or conceal the true identity of the parties in interest for purposes of evading or circumventing any applicable law, regulation or ordinance or for any other reason. | | | | User shall hold confidential and shall not disclose, transmit, use or otherwise exploit personal or company names, addresses, telephone numbers, email addresses or any other information regarding, or provided by other users, advertisers or affiliates in connection with the Service except as strictly necessary to use the Service solely on User's own behalf in accordance with this Agreement. Without limiting the foregoing, in no event shall User collect, store, extract, sell, transfer, disclose, mass e-mail or spam compilation of customers or users from the Service.
| | 4. | Provision of the Service | | | Image Publishing shall have the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation and availability of any Service feature, database or content without notice and without liability. Image Publishing shall have the right to impose limits on certain features and services or restrict access to parts or all of the Service without notice and without liability. | | | Image Publishing shall have the right to establish general practices and limits concerning use of the Service and Special Products and Services, including without limitation the content of information that can be posted, email messages, message board postings or other uploaded content that will be retained by the Service, the maximum number or size of content of information User may post on the Service, and the maximum number of times (and the maximum duration for which) User may access the Service in a given period of time. | | | Image Publishing does not warrant that the functions contained in the Service or any materials or content contained therein will be uninterrupted or error free, that defects will be corrected or that the Service is free of viruses or other harmful components.
Image Publishing shall not be responsible for any Service interruptions.
| | 5. | Image Publishing Barter | | | To promote the benefits of the Service, Image Publishing may, from time to time, introduce new products and services. Use of these special products and services shall be governed by this User Agreement and the Terms and Conditions specifically applicable to the respective special products or services.
| | | 5.1 | Forms | | | | Image Publishing may provide content, materials, forms, agreements, documents and other items on its Web site (collectively, "Materials"). User has no ownership interest in Materials, but Image Publishing may grant User a limited, revocable, non-exclusive, non-transferable license (without the right to grant sublicenses) to view and use Materials solely for User's own internal business purposes. User may not republish, "mirror", "frame", transfer, or otherwise make available to third parties Image Publishing's Web site or the Materials except with the prior, written consent of Image Publishing. User has no other right to view, use, copy, perform, display, or modify Materials except the limited license granted herein. Materials are protected under applicable copyright, trademark, trade secret, and other intellectual property laws in the United States and around the world. Image Publishing may modify, add to, or delete any Materials at any time, without notice to, or permission from User or any third party. | | | | USER UNDERSTANDS AND AGREES THAT MATERIALS MAY CONTAIN SAMPLE OR FORM AGREEMENTS, LETTERS OR OTHER DOCUMENTS ("FORMS"). FORMS MAY INCLUDE SIGNIFICANT FINANCIAL OR LEGAL DOCUMENTS SUCH AS CONTRACTS, LEASES, BALANCE SHEETS AND OTHER ITEMS, AND ARE PROVIDED TO USER SOLELY AS EXAMPLES OF TYPICAL DOCUMENTS OF THEIR KIND. THE DELIVERY AND USE OF FORMS DOES NOT CONSTITUTE LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE, AND USER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL LICENSED IN USER'S JURISDICTION BEFORE USING ANY FORMS. USER ASSUMES ALL RISK ASSOCIATED WITH FORMS, AND AGREES TO INDEMNIFY AND HOLD HARMLESS IMAGE PUBLISHING, ITS PARENT, SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, SHAREHOLDERS, EMPLOYEES AND OFFICERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS, OR ANY LOSSES OR LIABILITIES (INCLUDING ATTORNEYS' FEES AND COSTS) ASSOCIATED WITH SUCH CLAIMS, DEMANDS, THREATS, SUITS OR PROCEEDINGS, ARISING FROM ANY BREACH OF THIS SECTION BY USER.
| | | 5.2 | Web Site Facilities | | | | Image Publishing may provide special features that include clubs, message boards, mailing lists and directories (collectively, "Web Site Facilities"), where User may share information and messages with other users. User agrees that all information and messages provided by User are accurate, truthful, and that User is the rightful owner of such information and messages. User acknowledges that all listings, information and messages are subject to editorial review and that Image Publishing reserves the right to reject or delete any information or message for any reason. User shall not share, post, transmit or otherwise disseminate any unlawful, defamatory, libelous, threatening, abusive, offensive, racist, vulgar, harassing, pornographic or obscene material of any kind, or materials that would infringe or violate the rights of any person or constitute a criminal offense or otherwise violate any applicable local, state, national or foreign law. User shall not use the Web Site Facilities for advertising or commercial promotion of User or any third party. Image Publishing does not monitor Web Site Facilities on a regular basis, but may do so without notice to, or permission from, User or any third party. Image Publishing shall have the right, but not the obligation, to remove any information or messages from Web Site Facilities as Image Publishing sees fit at any time. User understands and agrees that Image Publishing, its parent, subsidiaries, affiliated companies, agents, shareholders, employees and officers shall have no liability whatsoever for any information or material contained or shared at Web Site Facilities. | | | | User agrees to protect and not share User's Web Site Facilities nickname with anyone else. User may not impersonate another user, a discussion moderator or an expert. Such action is grounds for immediate removal from Web Site Facilities.
User agrees to disagree with other users respectfully. Image Publishing reserves the right to remove any content that includes bigotry, racism, sexism or hatred; promotes illegal activity or physical harm to anyone; and any content that is harassing, libelous, tortuous, abusive, offensive, threatening, obscene or otherwise objectionable. However, Image Publishing assumes no responsibility for removal of such content.
User shall comply with copyright and all laws governing intellectual property. User shall not plagiarize or violate copyright laws. Image Publishing reserves the right to terminate User's membership should User violate any terms of this Section 5.2 or this Agreement.
| | 6. | Modification of Agreement | | | Image Publishing shall have the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, including fees (should fees be applicable from time to time), in whole or in part, at any time by posting notification on the Service. The changes will become effective, and shall be deemed accepted by User, after initial posting by Image Publishing and shall apply on a going-forward basis with respect to transactions, listings and other all activities commenced thereafter. In the event that User does not agree with any such modifications, User shall immediately cease using the Services and Image Publishing Web site, which shall be User's sole and exclusive remedy.
| | 7. | Proprietary Rights | | | User acknowledges and hereby agrees that the Service and any software used in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. User further acknowledges and agrees that Content contained in sponsor advertisements or information presented to User through the Service, advertisers, Web Site Facilities or discussion boards is protected by applicable copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Image Publishing advertisers or other providers of Content, User agrees not to modify, rent, lease, loan, sell, copy, reproduce, distribute or create derivative works based on the Service, Software or Content, in whole or in part. User shall not cause the Service to be displayed as a part of or within another Internet site or Web page, resell or redistribute any portion of the Service or provide access to its account to any third party for financial gain. User grants and agrees to grant Image Publishing the non-exclusive, worldwide, royalty-free right and license to display, transmit and otherwise use User's trademarks, service marks, logos, trade names and any Content provided by User for the listing of items on the Service and any other uses reasonably necessary or advisable for the Service and as set forth in Image Publishing's Privacy Policy. | | | User represents and warrants that all information provided by User in whatever format shall be non-confidential to User or any third party, and Image Publishing may use or disclose such information without notice to, or permission from User or any third party, subject only to the Image Publishing Privacy Policy. User hereby grants to Image Publishing a worldwide, royalty-free, irrevocable, perpetual, non-exclusive, transferable license (with a right to grants sublicenses through multiple tiers of sub licensees) to use, execute, display, copy, perform and modify such information as Image Publishing sees fit and for any purpose whatsoever.
| | | 7.1 | Copyright Agent | | | | If User believes that User's copyrighted work has been infringed on the Service, User agrees to promptly provide to Image Publishing's Copyright Agent written notice that includes: (i) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright; (ii) an identification of the copyrighted work claimed to be infringed; (iii) an identification of the material claimed to be infringing; (iv) the location of the material claimed to be infringing on the Service; (v) the address, telephone number and email address at which the party submitting the notice can be contacted regarding the claimed infringement; (vi) a statement that the party submitting the notice has good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vii) a statement that the information in the notice is accurate, and under penalty of perjury, that the party submitting the notice is authorized to act on behalf of the copyright owner. Image Publishing's Copyright Agent for the purpose of receiving the above notice of copyright infringement is Alon Doron and can be reached at: Image Publishing
12424 Wilshire Boulevard
Suite 1130
Los Angeles, CA 90025
| | | 7.2 | Trademarks | | | | "Image Publishing, LLC," "Image Publishing," "WelcomeHome," “welcomehomowner.com,” "motherandbaby.com," "welcomebiz.com," and their respective graphics, logos and service names are trademarks of Image Publishing, in the United States and other countries. Image Publishing's trademarks may not be used in connection with any product or service that is not Image Publishing's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Image Publishing.
| | 8. | Indemnification | | | User shall indemnify, defend and hold harmless Image Publishing and all of its subsidiaries, affiliates, officers, directors, owners, agents, co-branders or other partners, employees, information providers, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability, costs, losses, damages, claims and demands, including without limitation attorneys fees and costs incurred by the Indemnified Parties, arising out of or related to (i) User's use of the Service; (ii) any breach or non-compliance by User of this Agreement, any of Image Publishing's rules or policies or User's representations, warranties and covenants contained herein, including but not limited to Sections 3 (User Responsibilities) and 7 (Proprietary Rights); (iii) any dispute or litigation between an Indemnified Party and a third party caused by User's actions; and (iv) User's negligence or violation or alleged violation of any rights of another. User shall fully cooperate with the Indemnified Party and provide all assistance reasonably requested by the Indemnified Party in the defense and settlement of any claim. The Indemnified Party shall have the right at its own expense, but not the obligation, to assume the exclusive defense and control of any matter subject to indemnification by User, and User shall not in any event settle any matter without the written consent of the Indemnified Party.
| | 9. | Disclaimer of Warranties | | | THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IMAGE PUBLISHING AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SERVICE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICE OR ANY LINKED SITE. IMAGE PUBLISHING AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IT IS SOLELY USER'S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS OR VALIDITY OF ALL OPINIONS, ADVICE, SERVICE, PROMOTIONS, ADVERTISEMENTS, AWARDS, PRIZES OR OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL GOODS AND SERVICES, OFFERED ON THE SERVICE.
| | 10. | Limitation of Liabilities | | | IMAGE PUBLISHING SHALL NOT BE RESPONSIBLE OR LIABLE TO USER OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH IMAGE PUBLISHING OR THE SERVICE, OR USE THEREOF, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON THE SERVICE OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED OR SOLD BY WAY OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF IMAGE PUBLISHING HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS. | | | IN NO EVENT SHALL IMAGE PUBLISHING'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICE EXCEED THE AMOUNT OF FEES USER HAS PAID TO IMAGE PUBLISHING DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING ACCRUAL OF THE RESPECTIVE CLAIM.
THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
| | 11. | General | | | 11.1 | Notice | | | | Statements, notices and other communications to User may be made by mail, email, and postings within User's account or other reasonable means. Image Publishing may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on the Service. Notice to Image Publishing may be made by mail to: Member Relations, Image Publishing, 12424 Wilshire Boulevard, Suite 1130, Los Angeles, CA 90025.
| | | 11.2 | Attorney Fees | | | | Except as set forth in Section 8 (Indemnification), in any dispute under this Agreement or related to the Service, the party losing such claim shall pay the reasonable attorney fees and costs of the party prevailing in such claim.
| | | 11.3 | Jurisdiction/Arbitration; Enforcement | | | | User agrees that any dispute or claim arising out of or related to the Service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Los Angeles County, California under the American Arbitration Association Arbitration Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. User agrees that any claim against Image Publishing must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary; otherwise such claim will be barred forever. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. Notwithstanding the above, Image Publishing may apply to any court of competent jurisdiction (i) for a temporary restraining order, preliminary injunction or other interim or conservatory relief as necessary, including without limitation for breach of Section 7 (Proprietary Rights) or (ii) to enforce the Terms and Conditions of all Image Publishing products, promotions, programs and services, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator. | | | | THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS, AND SUCH LAW SHALL BE APPLIED BY THE ARBITRATOR TO THE MERITS OF ANY DISPUTE OR CLAIM. FOR ANY NON-ARBITRAL ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, SOLE AND EXCLUSIVE JURISDICTION SHALL RESIDE WITH THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN LOS ANGELES COUNTY, CALIFORNIA.
| | | 11.4 | Third-Party Rights | | | | Except as otherwise provided in this Section, this Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than the parties hereto, and no person shall assert any rights as a third-party beneficiary hereunder.
| | | 11.5 | Assignment | | | | User shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written approval of Image Publishing, and any such attempted assignment shall be void. Image Publishing shall have the right to freely assign this Agreement, and its rights and obligations hereunder, to any third-party without requiring the consent of or notice to User. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.
| | | 11.6 | No Waiver | | | | The failure of Image Publishing to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
| | | 11.7 | Severability | | | | If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. In any event, the remaining provisions shall be enforced.
| | | 11.8 | Headings | | | | Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
| | | 11.9 | Entire Agreement | | | | This Agreement constitutes the entire agreement between Image Publishing and User with respect to User's use of the Service. |
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