This Pictology, Inc. Service Agreement (the "Agreement") is made by and between Pictology, Inc. (the "Company"), a Michigan corporation, and you, the "Photographer."

1.0 ENGAGEMENT OF SERVICES. Subject to the terms and conditions of this Agreement, the Company agrees to host and display the Photographer's images in a low-resolution format on the Company's website. The Company will offer users online services such as reprint order processing and other services that may be amended from time to time at prices that are set by the Photographer and communicated to the Company. Orders for reprints and other products will be communicated by the Company to the Photographer within twenty-four (24) hours. The Photographer shall be responsible for timely processing and shipping all orders directly to users in accordance with the terms of the order, and in any case within twenty-five (25) days of receipt of the order. Photographer shall notify the Company of the shipment of all orders within twenty-four (24) hours of shipment. Photographer shall immediately notify the Company of any returns, refunds, or fee disputes by any end user. Photographer shall notify the Company of order shipments, changes in prices, and any other information using the Company's software. The Company retains the right to not process any order it deems unfit for processing. ALL IMAGES LOADED ONTO THE COMPANY’S WEBSITES MUST HAVE A LIKELIHOOD OF SALE – ANY EVENT OR IMAGES DEEMED NOT TO HAVE A LIKELIHOOD OF SALE WILL BE REMOVED BY THE COMPANY.

1.2 ACCEPTABLE PRODUCTS. The Photographer must sell tangible products. An example of a tangible product is a physical print of an image, a DVD containing one or more images, or a framed print of an image. Intangible products are not allowed and are forbidden. Examples of forbidden intangible products are portrait sitting fee, a wedding services fee, or an installment payment fee. THE COMPANY, AT ITS SOLE DISCRETION, DEFINES ACCEPTABLE AND UNACCEPTABLE PRODUCTS. ADDITIONALLY, THE COMPANY, AT ITS SOLE DISCRETION, CAN ELECT TO EITHER DECLINE TO PROCESS ANY ORDER CONTAINING FORBIDDEN PRODUCTS, OR REFUND THE END USER’S CREDIT CARD AND DEBIT THE PHOTOGRAPHER’S ACCOUNT FOR PREVIOUSLY PROCESSED ORDERS.

1.3 COMPANY COMMUNICATIONS. In order for the Company to provide exceptional service, the Company must be able to communicate with the Photographer in an unrestricted manner. The Photographer agrees to receive communications from the Company as the Company, at its sole discretion, decides to send them, whether sent via email, a telephone call, or in writing. If the Photographer does not wish to receive the Company’s communications, the Photographer must elect to cancel their account. THE COMPANY WILL NOTIFY THE PHOTOGRAPHER OF PENDING ORDERS VIA AUTOMATED EMAIL. THE PHOTOGRAPHER AGREES THAT THE COMPANY IS NOT LIABLE IF THE PHOTOGRAPHER DOES NOT RECEIVE THE EMAILS SENT BY THE COMPANY, AND THE PENDING ORDERS ARE SUBSEQUENTLY CANCELLED.

2.0 MONTHLY SERVICE FEES. The Photographer will pay a monthly fee (unless Photographer is enrolled in the Company's free service plan) that will be billed to the Photographer's credit card on a recurring basis until the Photographer requests to close their account. Photographer agrees to keep all credit card information current, and to update any changes in account number and or expiration date in a prompt and timely manner.

2.1 TRANSACTION PROCESSING. The Company will process all orders placed from the Company’s websites. For credit card purchases, the end user’s credit card will not be debited until the Photographer marks the order PROCESSED. In the event that the order is not marked PROCESSED within 25 days from creation, the Company will automatically cancel the order.

2.2 SALES TAX. The Company will broker transactions on behalf of the Photographer. The Photographer is responsible for any and all sales tax liabilities. In no event shall the Company be responsible for paying sales tax to local, state, or federal offices. The Photographer agrees to provide the Company with the sales tax applicable for the Photographer’s jurisdiction in a timely manner, and will update the Company as the sales tax rate changes.

2.3 DISTRIBUTION OF FUNDS. The Photographer’s account shall be credited and debited for monthly service fees, transaction fees, and processed orders. Processed orders are not available until three (3) business days after the order is marked PROCESSED by the Photographer. The balance of the account will be distributed on a semi-monthly basis.

2.4 REFUNDS AND CHARGEBACKS. If an end-user requests a refund or a chargeback for a transaction the Company has processed, the Company will debit the Photographer’s account for the amount of the refund or chargeback. If the Photographer’s account will become over-drawn because of the debit for the refund or chargeback, the Photographer agrees that the Company may debit the Photographer’s credit card for the outstanding or overdrawn balance. IN THE EVENT THAT AN END USER REQUESTS A REFUND FOR ANY REASON, THE E-COMMERCE TRANSACTION FEE ORIGINALLY COLLECTED BY THE COMPANY WILL NOT BE REFUNDED TO THE PHOTOGRAPHER. IN THE EVENT OF A MERCHANT PROCESSOR CHARGEBACK, THE E-COMMERCE TRANSACTION FEE ORIGINALLY COLLECTED BY THE COMPANY WILL NOT BE REFUNDED TO THE PHOTOGRAPHER. IF THE PHOTOGRAPHER’S ACCOUNT IS OVERDRAWN, THE PHOTOGRAPHER AGREES THAT THE COMPANY CAN COLLECT THE OVERDRAWN AMOUNT BY DEBITING THE PHOTOGRAPHER’S CREDIT CARD.

3. LICENSE AND OWNERSHIP OF THE WORK PRODUCT. By using the service, the Photographer grants The Company a world-wide, non-exclusive license to use the Photographer’s images for display on the Company’s websites. The Company shall not gain any ownership interest in the Photographer's images.

4. REPRESENTATIONS AND WARRANTIES. The Photographer represents and warrants that: (a) Photographer has the right and unrestricted ability to grant the license to the Company as set forth in Section 3, and (b) the Work Product will not infringe upon any copyright, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, and (c) the Photographer has acquired all necessary model releases. The Photographer agrees to indemnify the Company from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by Photographer of the representations and warranties set forth in this Section 4.

5. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGE OR INJURY TO BUSINESS EARNINGS, PROFITS OR GOODWILL SUFFERED BY ANY PERSON ARISING FROM THIS AGREEMENT, OR THE TERMINATION OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. IN NO CASE SHALL EITHER PARTY BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE AMOUNTS PAID UNDER THIS AGREEMENT. Further, Photographer agrees to Indemnify the Company from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the handling of personal data through the Company’s websites, including credit card information and addresses.

6. INDEPENDENT CONTRACTOR RELATIONSHIP. The Photographer's relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. The Photographer shall be deemed the broker of all reprints and any other products or services sold through the Company’s websites. The Photographer will not be entitled to any of the benefits which the Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. The Photographer is not authorized to make any representation, contract or commitment on behalf of the Company unless specifically requested or authorized in writing to do so by an Officer of the Company. The Photographer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Photographer shall be solely liable for any failure to pay applicable taxes. Photographer is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Photographer's compensation will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes.

7. CONFIDENTIAL INFORMATION. The Photographer agrees to hold the Company’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. Confidential Information as used in this Agreement shall mean all information disclosed by the Company to the Photographer that is not generally known in the Company’s trade or industry. This Section shall survive for 3 years beyond any termination or expiration of this Agreement.

8. TERM AND TERMINATION.

8.1 TERM. The initial term of this Agreement is for one (1) month from the Effective Date set forth above, unless earlier terminated as provided in this Agreement. Thereafter, this Agreement will automatically renew each month, for one (1) month terms, unless the Company receives fifteen (15) days written notice prior to the last day of the month that the Agreement shall not renew.

8.2 TERMINATION BY THE COMPANY. The Company may terminate this Agreement with or without cause, at any time. The Company may also terminate this Agreement immediately upon material breach of any part of this agreement.

9. PRIVACY AND DECENCY. The Photographer shall not upload, post, or transmit to the Company’s websites material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, and/or invasive of another's privacy, hateful, racially or ethnically offensive, or sexually explicit. The Company shall be the sole judge of decency and may refuse to publish any photograph at its sole discretion. Photographer agrees to indemnify the Company from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by Photographer of the provisions of this Section. Photographer will also abide by the provisions posted on the Company's website in the User Agreement and Privacy Statement, as amended from time to time.

10. SUCCESSORS AND ASSIGNS. Photographer may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s prior written consent. Subject to the foregoing, this Agreement will be for the benefit of the Company’s successors and assigns, and will be binding on Photographer's assignees.

11. NOTICES. Any notice required or permitted by this Agreement shall be posted to the Company’s websites and shall be delivered as follows with notice deemed given as indicated: (i) by the web when posted to the Company’s websites (ii) by E-mail.

12. GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Michigan, without regard to its conflict of laws rules.

13. SEVERABILITY. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

14. WAIVER. The waiver by the Company of a breach of any provision of this Agreement by the Photographer shall not operate or be construed as a waiver of any other or subsequent breach by the Photographer.

15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may be changed at any time by the Company. (subject to Section 11 - Notices) upon which the newest version will become binding.

If you have any questions regarding this agreement, please call 1-888-968-5565 x-18.