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User Service Agreement

This User Service Agreement ("Agreement") is a valid, binding contract between you and Valrae Software, LLC, a Florida limited liability company ("ValraeMedia"). This Agreement provides the terms and conditions of your use of our services.

  1. System Access
    1. ValraeMedia Services ("Services"). The online ordering form, account and order management system, and show and share online system are services provided by Internet-based software applications for managing and sharing slide shows (including photos, artwork, musical compositions, sound recordings, text, documents and videos) (the "System"). You are permitted access to the System on a non-exclusive basis under this Agreement. The Content (described in Section 2(a) below) will be transformed by ValraeMedia into DVD or Blu-ray video disc(s) provided to you and video media compatible with Internet services.
    2. Restrictions. ValraeMedia may restrict or condition your access to and use of the System under Section 4, or if at any time we reasonably believe that your continued access or use will disrupt, degrade or injure the System.
    3. Modifications and Upgrades. ValraeMedia has the right to substitute, replace, modify or upgrade the System or any part or aspect of it. All substitutions, replacements, modifications and upgrades are incorporated in and subject to this Agreement. You will be required to use these substitutions, replacements, modifications and/or upgrades. Valrae will only be required to support the most recent and current System provided to you, and not any previous version.
    4. Sharing Your Show. You may share your slide shows on our website through the use of the System and by no other means on the Internet. You must use the share options afforded by the System to share your shows.
  2. Content
    1. Restrictions. "Content" means any information, text, links, postings, creative material, photographs, image, video or audio files that send to us via any means, and that which is displayed, stored or processed into any media format by ValraeMedia and which may reside on the System. ValraeMedia may delete, move and edit Content for any reason, at any time, without notice to you. ValraeMedia may restrict the file size and number of files of Content that may be stored on the System.
    2. Content Ownership and Authorization. You acknowledge that the System may be used to display Content and that the media discs created for you by ValraeMedia contain such Content. By entering into this Agreement, you are representing and warranting to ValraeMedia that you are the legal owner of all of the Content that you send to us, store or process into any media format by us, and display within the System, or that you have received written permission to include in deriviative works, display, store or process the Content from the legal owner.
    3. Source Materials. You acknowledge that ValraeMedia shall not be responsible for lost or damage of any source materials you send to us. While in the possition of your source material, ValraeMedia will take reasonable care of all source materials you provide. You acknowledge that ValraeMedia is not responsible for lost of source materials you provide via U.S. Mail or other carrier or source material returned to you by U.S. Mail or other carrier. Source materials not contained on electronic media (Compact Disc, Digital Video Disc, or Blu-ray Disc) that you provide to us will be returned to you via Certified U.S. Mail.
    4. Infringement. ValraeMedia makes no representations or warranties to you about the Content and will not be in breach of this Agreement if the Content infringes upon or misappropriates the intellectual property rights of any other person or business entity. By entering into this Agreement, you are agreeing to hold ValraeMedia harmless from any claims resulting from the Content being incorporated into deriviative works, displayed, uploaded, stored or processed by the ValraeMedia.
  3. License and Use Restrictions
    1. License to System. Subject to the terms of this Agreement, ValraeMedia hereby grants you a non-exclusive, non-transferable, revocable license to access and use the System, as it may exist from time to time, within the United States, for the purposes described in Section 3(b) below (the "Permitted Uses"), under the conditions and requirements set forth in this Agreement. You must comply with the conditions and requirements of this Agreement in order to use the System under this license. Use contrary to the provisions of this Agreement is outside the scope of the license granted in this Agreement and is strictly forbidden.
    2. License to DVD or Blu-ray Video Disc. Subject to the terms of this Agreement, ValraeMedia hereby grants license to display slide shows created by us for personal, social and commercial purposes. You will not reproduce, or create deriviative works without our written consent.
    3. Permitted Uses. You are permitted to use the works created by ValraeMedia for personal, social and commercial purposes. You are not permitted to create or offer the slide shows created by Valrae Media for sale to any other people or business entities without our written consent.
    4. License to Content. Subject to the terms of this Agreement, you hereby grant to ValraeMedia and its successors and assigns the worldwide, non-exclusive, transferable, and royalty-free right to use the Content solely for the purpose of providing the Services. The license to ValraeMedia gives ValraeMedia the right to monitor, store, retrieve, transmit, process, modify, otherwise prepare derivative works from, copy, distribute, disclose, sublicense and display the Content in any and all media now existing or that may exist in the future only for the purposes of providing the Services. This license will terminate twelve (12) months after the termination or expiration of this Agreement.
  4. Scope of Use of the System
    1. System Restrictions. You agree that you will not use any robot, spider, automatic device, or manual process to monitor or copy the System. You agree that you will not use any device, software or routine to bypass ValraeMedia's protections of the System, or to interfere or attempt to interfere with the proper function of the System.
    2. Scope of Use. ValraeMedia, in its sole discretion, will determine whether you have violated any of the restrictions on the use of the System listed below.
      1. You may not access or use the System except as permitted under this Agreement.
      2. You may not sell, sell access to, or sell use of the System.
      3. Except for the Permitted Uses, you may not rent, sell, lease, retransmit, distribute, publish, transmit or in any way exploit all or any part of the System to any other person or business entity by any means. Except for the Permitted Uses, the System and its contents may not be recirculated, redistributed or published by you to any other person or business entity.
      4. You may not knowingly introduce or permit to be introduced into the System any virus, worm, Trojan horse or other software routine, program or mechanism to permit unauthorized access into, to disable, to erase, injure or disrupt the System.
      5. You may not use the System for any illegal or unlawful purpose or in any manner inconsistent with applicable law or this Agreement.
  5. Order and Account Information
    1. Account Information. You are required to register an account with ValraeMedia when you place your first order and to provide requested information, including your name, mailing address, and correct email address. You must provide true, accurate, current and complete information. You must cooperate and provide prompt, accurate and full responses to any request by ValraeMedia for clarification, documentation or further information.
    2. User ID and Password. You are required to select a user name ("User ID") and password at the time your place your order to access the System. YOU ALONE ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USER ID AND PASSWORD AND FOR ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
    3. Security. You must take reasonable steps to maintain the security of your User ID and password. If you give your password to another person, you will be responsible for any charges, damages or losses that the other person incurs. You must notify ValraeMedia immediately if you become aware of any unauthorized use of your User ID or password. ValraeMedia has the right to change or modify your password or User ID at anytime.
  6. Indemnification. YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS VALRAEMEDIA, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, SUPPLIERS, INFORMATION PROVIDERS, AND AGENTS FROM AND AGAINST ALL LOSSES, CLAIMS, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO THE SYSTEM (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR BY ANY OTHER PERSON ACCESSING THE SYSTEM AT YOUR INSTRUCTION, SUCH AS BY USING YOUR ACCOUNT.
  7. Disclaimer of Warranties. VALRAEMEDIA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM OR MEDIA DISCS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY YOU. THE ONLY REPRESENTATIONS OR WARRANTIES MADE TO YOU ARE THOSE EXPRESSLY MADE BY VALRAEMEDIA IN THIS AGREEMENT. VALRAEMEDIA WARRANTIES THE MEDIA DISCS WILL BE READABLE BY YOUR PLAYBACK DEVICE OR REFUND YOUR PURCHASE PRICE ON RETURN OF THE MEDIA DISCS TO VALRAEMEDIA. VALRAEMEDIA MAY MAKE COMMERCIALLY REASONABLE EFFORTS TO CORRECT THESE ERRORS OR OMISSIONS OR CAUSE THE APPROPRIATE THIRD PARTY SUPPLIER TO CORRECT THESE ERRORS OR OMISSIONS. NEITHER VALRAE NOR ITS SUPPLIERS MAKES ANY REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS OR ERROR-FREE NATURE OF THE SYSTEM. VALRAEMEDIA IS NOT THE CREATOR OF THIRD PARTY SOFTWARE AND/OR THIRD PARTY DATABASES AND DOES NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, IN RELATION TO THOSE ITEMS. YOU RELEASE VALRAEMEDIA FROM ANY AND ALL RESPONSIBILITY FOR ANY ERRORS, DAMAGES CAUSED BY THIRD PARTIES OR FAILURE OF THIRD PARTY SOFTWARE OR THIRD PARTY DATABASES. VALRAEMEDIA SHALL NOT BE LIABLE FOR ANY DELAY, FAILURE IN PERFORMANCE OR INTERRUPTION OF THE SYSTEM RESULTING DIRECTLY OR INDIRECTLY FROM ANY CAUSE BEYOND ITS REASONABLE CONTROL.
  8. Limitation of Liability
    1. Type. VALRAEMEDIA, AND ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SERVICE PROVIDERS, THIRD PARTY LICENSORS AND/OR SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED TO (I) THE USE OF ANY MEDIA DISCS PROVIDED TO YOU (II) THE USE OF THE SYSTEM, (III) THE DELAY OR INABILITY TO USE THE SYSTEM, (IV) THE PROVISION OF OR FAILURE TO PROVIDE THE SYSTEM, (V) LOST, DAMAGED, OR DESTROYED E-MAIL OR ELECTRONIC DATA CONTENT OR THE FAILURE TO DELIVER ANY E-MAIL OR ELECTRONIC DATA CONTENT, OR (VI) OTHERWISE ARISING OUT OF THE USE OF THE OF THE MEDIA DISCS OR THE SYSTEM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VALRAEMEDIA, OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
    2. Amount. THE TOTAL CUMULATIVE LIABILITY OF VALRAEMEDIA, ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SERVICE PROVIDERS, THIRD PARTY LICENSORS AND/OR SUPPLIERS WITH RESPECT TO THIS AGREEMENT, THE MEDIA DISCS PROVIDED TO YOU OR THE SYSTEM, WHETHER UNDER CONTRACT LAW, TORT LAW OR OTHERWISE WILL NOT EXCEED THE PURCHASE FEES ACTUALLY RECEIVED BY VALRAEMEDIA IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE LEGAL CAUSE OF ACTION (OR MOST RECENT CAUSE OF ACTION, IF MORE THAN ONE) AROSE UNDER TO THIS AGREEMENT.
    3. Time. NO LEGAL ACTION, REGARDLESS OF FORM, RELATING, DIRECTLY OR INDIRECTLY, TO THIS AGREEMENT OR THE SYSTEM MAY BE BROUGHT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ARISEN, EXCEPT THAT AN ACTION FOR NONPAYMENT MAY BE BROUGHT WITHIN TWO YEARS AFTER THE DATE OF THE MOST RECENT PAYMENT.
  9. Modification. Valraemedia may update, revise, supplement, modify or amend this Agreement at any time. Any updates, revisions, supplements, modifications or amendments will be effective when they are posted on the Site. You agree that this Agreement is binding on you if and when it is updated, revised, supplemented, modified, or amended, whether you have been given notice of, and whether you have used or continue to use the System after, the updates, revisions, supplements, modifications or amendments.
  10. Termination.
    1. By ValraeMedia. ValraeMedia may terminate this Agreement at any time during the Initial Term or any Renewal Term (i) with 30 days' prior written notice or (ii) immediately with written notice if you breach this Agreement. The Initial Term will be one (1) year starting on the day you submit your first order. Renewal Term for one(1) year after you last access the System.
    2. Licenses. When this Agreement terminates, all licenses and rights granted by ValraeMedia to you in this Agreement will terminate immediately and automatically. If you use the System after the expiration or termination of this Agreement it will be a misappropriation of ValraeMedia's property.
    3. Content. ValraeMedia may delete all slide shows that you create on the System at any time, when this Agreement terminates or expires.
  11. Miscellaneous.
    1. Force Majeure. Neither you nor ValraeMedia will be responsible for any delay or failure to perform the obligations in this Agreement if the delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, third party vendors, failure of telecom systems not owned or directly leased by ValraeMedia, or other similar causes beyond your control or ValraeMedia's control.
    2. Entire Agreement. This Agreement is the entire agreement between you and ValraeMedia. There are no other representations, warranties, terms, agreements or conditions, written or oral, made about your use of the System or the media discs we provide to you.
    3. Assignment. You agree that you will not assign, sublease or transfer this Agreement, nor any rights under it, in whole or in part, without ValraeMedia's prior written consent. ValraeMedia may assign this Agreement and any obligations under this Agreement.
    4. Survival. All provisions of this Agreement relating to ownership, limitation of liability, warranty disclaimer, obligations upon termination, indemnification, governing law and jurisdiction or provisions that are meant to survive termination, will survive the termination of this Agreement.
    5. Governing Law; Venue; Waiver of Right to Jury Trial. This Agreement, and the relationship between you and ValraeMedia, and any litigation between you and ValraeMedia (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted under the laws of the State of Florida, without giving effect to its choice of laws principles. You and ValraeMedia agree that venue for any litigation or legal proceedings under this Agreement will be in Lake County, Florida. YOU AND VALRAEMEDIA HEREBY AGREE TO WAIVE RIGHT TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed relating to the relationship between you and Valrae relating to this Agreement, including contract claims, tort claims, breaches of duty, common law and statutory claims.
    6. Severability. If any part of this Agreement is held to be invalid or unenforceable by a court, arbitrator or a regulatory agency, or as a result of advice of legal counsel for ValraeMedia, the invalidity or unenforceability will not affect or impair the validity and enforceability of the remainder of this Agreement. You and ValraeMedia agree that the arbitrator or court making the determination will have the power to alter or amend the provision so that it will be enforceable or, in the case where an arbitrator or court is not involved, you and ValraeMedia will, in good faith, renegotiate valid and enforceable substitute provisions, and the provisions will reflect as closely as possible the intent of the original provisions of this Agreement.
  12. Notices and Contact Information. You may contact ValraeMedia to provide written notice and with comments, questions or requests by email, fax or mail. You acknowledge and agree that ValraeMedia will provide you with written notice under this Agreement via email.
    1. E-mail Form: http://www.valraemedia.com/contactus/
    2. Fax: (352) 536-1163
    3. U.S. Mail: Valrae Software, LLC, 13147 Sandy Pine LN, Clermont, FL 34711
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