QOOP, and QOOP Services.

QOOP facilitates a number of information exchange and distribution services through the SITES and QOOP Links ("QOOP LINQ"), which utilize proprietary QOOP technology to allow QOOP LINQ and QOOP Services to connect. QOOP LINQ links to our SITES to remotely displayed digital files including, but not limited to, news stories, reports, magazines, articles, novels, research papers, white papers, non-fictional works, songs, lectures, retail goods, products, and other works in any form (collectively, "Content") on third party web sites. QOOP LINQ allows our Partners to offer our mutual customers access to "QOOP Services", which enable Users to print, publish and purchase digital and paper photos, books, calendars, magazines, documents, retail goods, products, and other items (collectively, "Products"). Users interested in selling Products based on their Content through a QOOP LINQ and QOOP Services must also enter into the Content Partner Agreement. Users interested in including the QOOP LINQ and QOOP Services in their software applications, websites, or develop custom tools must also enter into the Development Partner Agreement to get our SDK (Software Developer Kit). QOOP allows all Users to browse the SITES and use our QOOP LINQS and QOOP Services to purchase Products. From time to time, QOOP may offer additional QOOP LINQ functionality and QOOP Services and other services on our SITES.

Use of QOOP SITES and QOOP Services.

2.1 TOS Compliance and Applicable Law. All Users must comply with the terms and conditions of these TOS, the policies and agreements contained herein, and all applicable laws, rules and regulations when using or interacting with QOOP, the SITES and/or QOOP Services.

2.2 Eligibility. The SITES and QOOP Services are not intended for use by children under the age of thirteen (13). If you are between thirteen (13) and seventeen (17) you can use the SITES, and QOOP Services only under the supervision of a parent or legal guardian who agrees to be bound by these TOS. You must be able to legally enter into and form contracts under applicable law to use the SITES and QOOP Services.

2.3 Ownership and License. All intellectual property rights and other ownership rights, interest, and title in and to the SITES, and QOOP Services, except as otherwise expressly provided for in these TOS, are the sole and exclusive property of QOOP, Inc. QOOP, Inc. owns (a) the trademarks and service marks QOOP, QOOPPrint, qoop.com, fundprinting.com, Digital to Print, and others shown on the SITES, (b) the copyrights in and to the QOOP SITES, including the text, graphics, logos, icons and images displayed on the SITES, and (c) certain technology used in providing QOOP Services. You do not acquire any interest, right, or title thereto under these TOS, by use of the SITES, or QOOP Services, or otherwise. Except as otherwise specifically provided below or as allowed under applicable law, the trademarks, service marks and copyrighted materials of QOOP, Inc. may not be used, reproduced, duplicated, copied, sold, accessed, modified or otherwise exploited for any purpose without QOOP's prior written consent.

QOOP grants you a limited, revocable and nonexclusive license to access and use the SITES and the QOOP Services, in accordance with these TOS. This license does not include the right to collect or use information on the SITES for purposes prohibited by QOOP, to copy, modify or download the SITES, to create derivative works based on the content of the SITES, or to use any meta tags or any other hidden text utilizing QOOP's name, trademarks or service marks without QOOP's express written consent. QOOP may revoke the license granted if you use the SITES or QOOP Services in a way that exceeds the scope of this license or breaches any term of these TOS, without prejudice to any other remedy QOOP may have under applicable law.

2.4 Third-Party Services. QOOP may use third parties to provide certain QOOP Services. QOOP does not control these third party services. Accordingly, you agree that QOOP is not liable to you in any respect for your use of such services. Third parties may have their own policies and terms of use. You must comply with such policies and terms as well as these TOS. To the extent any such third party policies and terms conflict with these TOS, you must comply with QOOP's TOS, policies, and agreements.

Content Rules.

3.1 Description. Please review our QOOP Intellectual Property Rights Overview to better understand issues regarding protected works.

3.2 Content Delivery. Your use of QOOP Services must be in accordance with the applicable instructions on the SITES. QOOP may, in its exclusive and sole discretion, determine if any Content conforms to any applicable QOOP agreement, law, rule or regulation.

3.3 Purchasing Content Through the QOOP Services. QOOP does not supervise the uploading of Content or the purchase and sale of Products on the SITES. Accordingly, the following restrictions apply to Product purchases from the SITES:

3.3.1 Content owners retain all copyrights, licensing rights and other proprietary rights to their Content.

CONTENT IS THE SOLE RESPONSIBILITY OF THE PERSON FROM WHOM IT ORIGINATED AND QOOP IS NOT RESPONSIBLE FOR, NOR DOES QOOP GUARANTEE, THE INTEGRITY, QUALITY, ACCURACY, TRUTH, OWNERSHIP OR LAWFULNESS OF THE CONTENT OR ANY PART THEREOF.

3.4 Uploading Content. QOOP does not supervise the uploading of Content, but we reserve the right to do so. Accordingly, by uploading Content or by copying, distributing, publishing or selling Products based on the QOOP Services, you represent and warrant the following regarding such Content:

3.4.1 You either own the Content, the Content is in the public domain, or you have received the owner's permission to use, copy, distribute and sell the Content, as appropriate, and to license it to QOOP as provided in Section 3.5 below.

3.4.2 Your use of the Content and/or the Content itself do not constitute an invasion of any person's right of privacy or publicity, or an improper or unlawful use of any person's name or likeness.

3.4.3 Your use of the Content and/or the Content itself do not violate or infringe any person's intellectual property rights, copyrights, trademarks, service marks, trade names, restricted material, trade secrets or other proprietary rights.

3.4.4 The Content contains no malicious code, including without limitation, worms, trojan horses, viruses, cancelbots, time bombs, or other computer programs that might damage, intercept, interfere, or expropriate any program, system, data, or personal information.

3.4.5 To the best of your knowledge, all factual information in the Content is true and accurate. The use of any formula, instruction, or recipe in the Content will not result in personal injury to anyone.

3.4.6 The Content is not unlawful, nor does it facilitate the violation of any law or any applicable regulation, or any QOOP agreement, rule or policy. The Content is not otherwise offensive or obscene.

3.4.7 The Content does not offer or disseminate fraudulent schemes, promotions, services or goods.

3.4.8 The Content does not contain any defamatory, libelous or otherwise actionable statements.

3.4.9 Your use of the Content in connection with the SITES, QOOP Services, and your copying, distributing or selling Products based on Content will not violate any law or regulation or any agreement with any third party.

3.4.10 Your use or QOOP's use of the Content will not cause QOOP to be required to make payments to any third party.

General Rules.

4.1 Privacy Policy. By agreeing to these TOS, you agree that QOOP may gather, use and disclose your personal information in accordance with our QOOP Privacy Policy.

4.2 Prohibited Uses. Unless express and specific permission is otherwise granted by QOOP, you may not:

4.2.1 Impersonate another person or entity, or forge any e-mail message or communication.

4.2.2 Change, modify, reverse engineer, create any modified work, disassemble or decompile any technology used to deploy QOOP Services.

4.2.3 Use worms, trojan horses, viruses, cancelbots, time bombs, or other computer programs or any other programs or technology which might disrupt, interrupt or damage the SITES or QOOP Services functionality.

4.2.4 Deploy search terms, meta tags, and key terms that contain any of the SITES, QOOP name, service marks, and trademarks without the prior written approval from QOOP.

4.2.5 Illegally compile e-mail addresses or other information from third parties by using the SITES and QOOP Services.

4.2.6 Interfere with any other user's ability to access the SITES and QOOP Services or assist and encourage any third party to engage in any prohibited activity.

4.2.7 Misrepresent the ownership or origin of any Content.

Order Acceptance and Payment Terms.

We accept Visa, Mastercard, American Express, and Discovery. Corporate accounts can be established through our sales team. For Product purchasers, your receipt of an e-mail order confirmation does not constitute QOOP's acceptance of your order. Without prior notification, QOOP maintains the right to limit the product order quantity and the right to refuse service to any customer for any reason or no reason at all. In certain situations, information verification (including rights with respect to Content) may be required prior to the acceptance of your order. No obligation to provide services exists between QOOP and you until QOOP obtains authorization to charge your credit card, and the charge is accepted and validated by your credit card company.

International Access and Use.

For access outside the United States, QOOP does not represent that the SITES, and QOOP Services access and functionality will work. Nor does QOOP represent that the material offered through QOOP Services are appropriate. Violations of U.S. export regulations by Users are not allowed under these TOS. Should you use the SITES, or QOOP Services from a location outside the United States, you are responsible for compliance and adherence to applicable local laws and U.S. laws.

Reservation of Rights.

7.1 Operation of the SITES and QOOP Services. We will do our best to make all the components of QOOP run smoothly. However, QOOP reserves the right to terminate or suspend the operation of the SITES, and QOOP Services for any reason and at any time without notice. QOOP makes no guarantee, warranty, or commitment with respect to the timely error-free, uninterrupted, operation of the SITES and QOOP Services.

7.2 Modifications to the SITES and QOOP Services. At our sole discretion and without notice, QOOP may modify the availability, operation, features, and functionality of our SITES and QOOP Services.

7.3 Monitoring. QOOP has the right to monitor your access to our services and communications. At our sole discretion, we reserve the right to remove any Content in the QOOP Content database or User we find in violation of these TOS.

Suggestions and Ideas.

QOOP does not accept outside suggestions and ideas. If you choose to submit suggestions and ideas to QOOP, you grant QOOP a royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, and modify such suggestions and ideas for businesses purposes as QOOP deems fit in its sole discretion. You agree that QOOP has no obligation to keep any suggestions and ideas confidential and you hereby release any and all claims or liability against QOOP arising from or in connection with QOOP's use of the ideas.

General Representations and Warranties.

9.1 You represent and warrant to QOOP:

9.1.1 That you have the full power and authority to enter into and perform under these TOS.

9.1.2 That by executing and performing obligations under these TOS, you do not breach or cause a conflict with any other arrangement or agreement.

9.1.3 That these TOS are a legal, binding obligation, enforceable against you in accordance with their terms and conditions.

9.1.4 That you will not infringe the trademarks, service marks, trade names, copyrights, patents, trade secrets, privacy rights, or other legal rights of any other person in connection with your use of the SITES and QOOP Services.

9.1.5 That you will comply with all applicable laws and regulations in connection with your use of the SITESand QOOP Services.

Disclaimer of Warranties.

QOOP provides the SITES AND QOOP Services on as "AS IS" and "AS AVAILABLE" basis. THE USE of the SITES, QOOP LINQ AND QOOP Services and the purchase of products using the SITES, QOOP LINQ AND QOOP Services is at your sole risk. THE SITES, QOOP Services, ALL CONTENT AND ALL PRODUCTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. QOOP DOES NOT WARRANT (i) THAT THE SITES AND QOOP SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THAT THEY WILL operate with your software AND hardware, (ii) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, (iii) THAT THE SITES AND CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (iv) THAT THE SITES AND CONTENT ARE ACCURATE, RELIABLE, OR ERROR-FREE.

Limitation of Liability.

In no event shall QOOP Inc. or any of its officers, employees, directors, agents, affiliates or third-party licensors and content providers be liable to You or anyone else for any special, indirect, consequential, punitive, incidental or similar damages (including, without limitation, lost business, lost sales, and lost profit) directly or indirectly related to or arising out of the SITES, QOOP Services, ANY CONTENT OR PRODUCTS PURCHASED or any transaction entered hereunder, whether in contract, tort or otherwise, even if QOOP or one of its officers, employees, affiliates or agents has been advised of the possibility of such damages. You agree that the liability of QOOP AND ITS officers, employees, affiliates and agents, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with any transaction entered hereunder, the SITES OR THE QOOP SERVICES shall not exceed the amount You paid to QOOP or THAT WAS OWED to You with respect to the transaction giving rise to such claim. Any action under this Agreement must be commenced within one (1) year after such cause of action ACCRUES.

YOU AGREE THAT QOOP WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY: (1) INTERRUPTION OF BUSINESS; (2) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITES; (3) DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (4) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-SITE LINKS ON THE SITES; (5) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE WEBSITE, INCLUDING DURING HYPERLINK TO OR FORM THIRD-PARTY WEB SITES; OR (6) EVENTS BEYOND OUR REASONABLE CONTROL.

QOOP WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, for any loss, liability, expenses or damages incurred in connection with the SITES, QOOP Services or the purchase of Products, to the extent caused by or resulting from (1) your acts, defaults or omissions; (2) your violation of any of any term, condition, representation or warranty contained in these Terms of Service; (3) loss, corruption OR damage to your personal information or Content provided to QOOP; (4) your failure to provide an accurate shipping address or other information that you are asked to provide in connection with the provision of QOOP Services or Products; (5) acts or omissions of third parties, including third parties contracted by QOOP; or (6) nondelivery, misdelivery or late delivery of products or products lost or damaged in shipment.

Links in to the SITES.

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the SITES for personal use only. A Web site that links to the SITES (1) may link to, but not replicate, any portion of the SITES; (2) may not imply that QOOP is endorsing such Web site or its services or products, unless otherwise expressly agreed by QOOP; (3) may not misrepresent its relationship with QOOP; (4) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content appropriate for all ages; (5) may not portray QOOP or the QOOP Services in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate QOOP with undesirable products, services, or opinions; and (6) may not use any QOOP trademark or service mark without our express written permission. QOOP may, in its sole discretion, request that you remove any link to the SITES, and upon receipt of such request, you shall immediately remove such link.

Links out from the SITES.

QOOP is not responsible for the content of any other Web sites linked to or from the SITES. Links appearing on the SITES are for convenience only and are not an endorsement by us, our affiliates or our partners of the referenced content, product, service, or supplier. Your linking to or from any other Web sites is at your own risk. QOOP is in no way responsible for examining or evaluating, and we do not warrant the offerings of, any other Web sites linked to or from the SITES, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and Web sites, including, without limitation, their privacy statements and terms and conditions. You should carefully review the terms and conditions and privacy policies of all other Web sites that you visit.

Indemnification.

You hereby agree to indemnify, defend and hold harmless QOOP, Inc. and its officers, employees, representatives, directors, agents, affiliates, managers and shareholders from and against any and all loss, liability, damages, demands, claims, actions, causes of action or expenses, including without limitation, attorneys' fees and costs, incurred in connection with, arising out of or involving (i) your breach of any term, condition, agreement, representation or warranty contained in these TOS or any other agreement between you and QOOP, including but not limited to the Content Partner Agreement and Development Partner Agreement, (ii) any allegations that, if true, would constitute a breach by you of one or more terms, conditions, agreements, representations or warranties contained in these TOS or any other agreement between you and QOOP, including but not limited to the Content Partner Agreement and Development Partner Agreement, or (iii) your use of the SITES or the QOOP Services. At your sole expense, QOOP has the right to control the defense, settlement, and resolution of any claim or action for which you must indemnify QOOP under this Section. QOOP's express written permission is necessary to settle or otherwise resolve any claim for which you must indemnify QOOP under this Section.

Confidentiality.

You agree not to disclose QOOP Confidential Information without QOOP's prior written consent. QOOP Confidential Information includes without limitation: (a) all QOOP software, technology, programming, specifications, materials, guidelines and documentation relating to the SITES and QOOP Services; (b) order rates or other statistics relating to QOOP LINQ and QOOP Services performance provided to you by QOOP; and (c) any other information designated in writing by QOOP as "Confidential" or an equivalent designation. It does not include information that has become publicly known other than through breach by you, or information that has been (i) independently developed without access to QOOP Confidential Information, as evidenced in writing; (ii) rightfully received by you from a third party; or (iii) required to be disclosed by law or by a governmental authority.

Accounts and Passwords.

If you use the SITES, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you are accessing and using the SITES on someone else's behalf, you represent that you have the authority to bind that person as a principal to these TOS, and you agree to accept liability for harm caused by any wrongful use of the SITES or QOOP Services resulting from such access or use. We reserve the right to refuse service, terminate accounts, or remove or edit content, for any reason, in our sole discretion without prior notice.

Term.

This Agreement is effective until terminated. If we believe that you have, or may have, breached any of the terms, conditions, representations or warranties of these TOS, QOOP may immediately terminate or suspend this Agreement, at QOOP's sole discretion. Termination of this Agreement by QOOP is without prejudice to any other remedies QOOP may have at law or in equity. Agreement provisions relating to representations and warranties, disclaimers of warranties, limitation of liability, indemnification, confidentiality, proprietary rights, dispute resolution and payments shall survive termination or expiration of this Agreement. Upon termination of this Agreement, you are no longer authorized access to or use of the SITES, and the QOOP Services, and any subsequent access or use without the prior written consent of QOOP is prohibited.

Notice.

Under these TOS, all notices must be in writing and delivered to the other party by U.S. Mail or courier. If you give notice to QOOP, you must use the following address: 20 Sunnyside Ave., Suite A345, Mill Valley, CA 94941. If QOOP sends notice to you, QOOP will use the contact information you provided. All notices will be considered received if sent by U.S. mail, ten (10) business days from dispatch; if sent by overnight courier, two (2) business days from dispatch.

Dispute Resolution.

The Rules of the American Arbitration Association for confidential binding arbitration with a sole arbitrator applying California law in Marin County, California will be the exclusive method to resolve all disputes arising out of, relating to or in connection with these TOS or your use of any part of the SITES or QOOP Services. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these TOS will be joined to an arbitration involving any other party subject to these TOS, whether through class arbitration proceedings or otherwise. By entering into these TOS, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claim arising out of, relating to or in connection with these TOS or your use of any part of the SITES or QOOP Services must be asserted individually. Nothing in this clause shall be construed to preclude QOOP from seeking injunctive relief in order to protect its rights pending arbitration, and any such request for injunctive relief shall not be deemed a waiver of the obligation to arbitrate.

Miscellaneous.

This Agreement shall be governed by the laws of California, except for its conflicts of laws principles. This Agreement (including if applicable the Content Partner Agreement, Development Partner Agreement, Payment Terms and any other provisions or agreements expressly incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter hereof. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to QOOP. Notwithstanding the foregoing, QOOP may assign this Agreement at any time without notice. The relationship between QOOP and you (including if you are a Content Partner or Development Partner) is not one of a legal partnership or agency, but is one of independent contractors.

Privacy Policy.

QOOP understands you may provide personal information and other data when you come to the SITES and use QOOP Services. While QOOP takes all reasonable steps to protect and safeguard your personal information and other data, such as SSL software, we cannot guarantee that our system is failsafe or that information is not subject to the interception, alteration, and unauthorized access by third parties. Nor does QOOP guarantee absolute security and confidentiality. Furthermore, QOOP may disclose your personal information, your Content and Products as required by law, rule, regulation or court order. Please review the QOOP Privacy Policy, as it governs the handling of such information. By agreeing to these TOS you are agreeing to our Privacy Policy.

Copyright Infringement.

If you believe your copyright or the copyright of another has been Infringed by use of the QOOP Services, please provide QOOP's Copyright Contact with a written notice containing the following information: (1) a description of the copyrighted work that you claim has been infringed; (2) a description of where the material that you claim is infringing is located (on our site or other url linked to us); (3) a signature of the person authorized to act on behalf of the owner of the copyright interest; (4) your contact information, including mailing address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Claims of infringement by the Service should be addressed to QOOP at the address set forth in the Notice section of these TOS.

Changes to TOS.

QOOP, Inc. reserves the right, in its sole discretion, to change, add-to, or delete all or any portion of these TOS at any time without notice and for any reason, including but not limited to changes in applicable law and internet technology. From time to time, you should check these TOS for such changes. Any changes are effective immediately upon the posting of such changes. Your continued use of the SITES or QOOP Services constitutes your agreement to all such changes.