The AYOFOTO.COM Registered Users Agreement (the "Agreement") is a
legal document that details your rights and obligations as a Registered User of
the AYOFOTO.COM website. Your compliance with the terms set forth in this
Agreement will help ensure that AYOFOTO.COM’s website remains secure and
reliable. We encourage you to print out or save a copy of this Agreement for
your future reference. This Agreement is between you (the "Registered
User") and Ayofoto Media International, PT., the owner of AYOFOTO.COM and
its Affiliates, as defined below (for the purposes of this Agreement the terms
"AYOFOTO.COM" and "Ayofoto Media International, PT." are
used interchangeably). In this Agreement, "you" or "your" or
"Registered User" means any person or entity using the Website.
By entering your agreement code and clicking the "ACCEPT"
button at the end of this Agreement, or by accessing or using any part of this
web site, you indicate your acceptance of the terms of this Agreement and you
agree that this Agreement constitutes a "writing signed by you" under
applicable laws and regulations. If you do not agree to be bound by the terms of
this Agreement, please cease all further use of the AYOFOTO.COM Web Site. If you
have any questions concerning this Agreement, please contact AYOFOTO.COM at
[
info AT ayofoto DOT com]. PLEASE REVIEW THIS AGREEMENT CAREFULLY AS
THIS AGREEMENT PROVIDES VERY IMPORTANT INFORMATION ABOUT YOUR AYOFOTO.COM
MEMBERSHIP.
You agree to permit AYOFOTO.COM to amend this Agreement
in its sole discretion at any time, and you agree to abide by and be fully bound
by such amended terms. The amended terms shall automatically be effective after
they are posted on the Website, and your continued use of the Website on or
after such effective time constitutes your acceptance of the amended terms. This
Agreement may not be otherwise amended except in writing signed by you and
AYOFOTO.COM. If you do not agree to the future changes to the Agreement or to
any of the current terms in the Agreement, your only remedy is to cease use of
the Web Site.
THESE TERMS OF USE WERE LAST MODIFIED ON
June 25th, 2012. 1. Definitions
1.1
"AYOFOTO! Service" means all of the services that AYOFOTO! offers on
the AYOFOTO.COM Web Site, including, without limitation, the "Printing
Service" and the "Subscription Service," and all technology,
processes and materials used to provide such services.
1.2
"AYOFOTO.COM Web Site" or the "Web Site" means the web site
located at the domain names "ayofoto.com" and at such other domain
names used to identify web sites on which AYOFOTO.COM may offer the AYOFOTO!
Service.
1.3 "Printing Service" means the print
production service offered by AYOFOTO.COM that enables Members to customize and
print Products for themselves or for their customers.
1.4
"Registered User" means any person or entity who opens and maintains
an account with AYOFOTO.COM.
1.5 "Subscription Service"
means AYOFOTO.COM's fee-based subscription service that contains additional
premium features for Members, including the ability to create and maintain a
Personal Online Photo Gallery.
1.6 "Member" means any
person or entity who uses the Subscription Service.
1.7
"Product" means any product designed, manufactured, marketed or sold
using the AYOFOTO.COM Service.
1.8 "Print Store" and
"Store" mean a store created and maintained on the AYOFOTO.COM Web
Site.
1.9 "Store Owner" means any person or entity who
opens and maintains a Store.
2. General Rules
2.1 You
will comply with all of the terms and conditions of this Agreement and all
applicable laws, regulations and rules when you use the AYOFOTO! Service,
whether you just browse the AYOFOTO.COM Web Site, use its freely-available
services, use the Registered User service, purchase Products, or participate in
Subscription Services.
2.2 AYOFOTO.COM will only provide the
AYOFOTO.COM Service to persons and entities who can form legally binding and
enforceable contracts under applicable law. Without limiting the foregoing, the
AYOFOTO.COM Service is not available to children under the age of 13, or to
temporarily or indefinitely suspended Registered Users. If you are a child under
the age of 13, you can use this Website only in conjunction with your parents or
guardians pursuant to the rules set forth in the Children’s Online Privacy
Protection Act. If you are a child under the age of 13 registering with consent
from your parents or guardians, please contact us at [
admin AT ayofoto DOT
com] before completing the registration process.
2.3 AYOFOTO!
may modify the AYOFOTO.COM Service at any time with or without notice to you.
2.4 If AYOFOTO! determines, in its sole and absolute discretion, that
you will breach a term or condition of this Agreement by designing,
manufacturing, marketing or selling a Product that infringes the rights of
others or otherwise does not meet the standards of AYOFOTO!, AYOFOTO! may cancel
any order for such Product without any liability to you or any third party.
3. Opening an Account
3.1 To become a Registered User,
you must open an account with AYOFOTO.COM through its online registration
process. Only Registered Users have the right to purchase Products, become
Members, and use certain portions of the AYOFOTO! Service. AYOFOTO! reserves the
right in its sole discretion to deny membership to, or terminate membership of
any party it believes to be providing false or misleading information to
AYOFOTO.COM, or for any other reason.
3.2 Those Registered Users
that are inactive for six (6) months or more may be removed from the Website,
without notice, at the sole discretion of AYOFOTO.COM.
3.3 When
registering as a Registered User, you must choose a unique User Name and
Password. You are solely responsible for protecting your User Name and Password
with the same degree of care that a reasonable person uses to protect his or her
other confidential information. You may not disclose your Password to any third
party or share your Password with any third party without the prior written
consent of AYOFOTO.COM. You may not use your User Name or Password for any
unauthorized purpose. If there is a breach of confidentiality of your User Name
or Password, or any breach of security through your account, you shall promptly
notify AYOFOTO.COM of such breach and provide AYOFOTO.COM a full and complete
description of the circumstances related to such breach.
You agree
that AYOFOTO.COM and other users of the website may, and are entitled to, rely
upon and solely attribute to you any action (including any message or posting on
the Website) that is undertaken using your User Name or Password or using your
computer systems or facilities. Therefore, you are solely liable for any loss or
damages, in whatever form, arising from the misuse of your User Name or Password
or your computer systems or facilities by any person or entity, whether or not
such misuse is due to your fault or negligence. You agree that the provision set
forth above (including without limitation the attribution to you of actions
taken using your User Name or Password, computer systems or facilities) is
commercially reasonable.
3.4 AYOFOTO.COM will be entitled to
disclose Registered User Information to governmental or regulatory officials in
the event of an emergency or pursuant to a valid request from such officials.
Any Registered User that provides or uses false or inaccurate Registered User
Information to conduct transactions using the Website may be subject to
prosecution as prescribed by state law.
3.5 You acknowledge and
agree that AYOFOTO.COM’s collection and use of Registered User
Information, and AYOFOTO.COM’s operation of the Website and the services
provided thereby in accordance with this Agreement in no way constitutes an
actionable breach of any privacy or other right, whether in equity, law,
contract or otherwise, and you hereby waive any and all such claims or rights of
action whether foreseen or unforeseen.
3.6 Pursuant to UU no. 19,
2002, AYOFOTO.COM will terminate the membership of any Registered User who uses
the Website to unlawfully transmit copyrighted material without a license, valid
defense or fair use privilege to do so. After proper notification by the
copyright holder or its agent to AYOFOTO.COM and later confirmation through
court order or an admission by the Registered User that he or she has been an
instrument of unlawful infringement, AYOFOTO.COM will terminate the use of the
Website by the Registered User.
4. Your Conduct
4.1
Generally, you must use the AYOFOTO! Service in a manner that demonstrates good
taste and respect for the rights of AYOFOTO.COM and third parties.
4.2 You will not use the AYOFOTO.COM Service to post content or to design,
manufacture, market or sell a Product that (i) infringes the rights of a third
party, including, without limitation, copyrights, trademarks, patents, trade
secrets, rights of privacy and publicity, (ii) is libelous, defamatory or
slanderous, (iii) condones, promotes, contains or links to warez, cracks, hacks
or similar utilities or programs, (iv) contains explicitly sexual content, (v)
does or may denigrate or offend any ethnic, racial, gender, religious or other
protected group, through use of language, images, stereotypical depiction or
otherwise, (vi) is designed to or does harass, threaten, defame or abuse others,
(vii) exploits images or the likeness of minors, (viii) encourages the use of
drugs or the under-age use of alcohol or cigarettes or (ix) is generally
offensive or in bad taste.
4.3 You will not (i) use
"spam," "blast-faxes" or recorded telephone messages to
market or sell Products, (ii) interfere with the AYOFOTO.COM Service by using
viruses or any other programs or technology designed to disrupt or damage any
software or hardware, (iii) modify, create derivative works from, reverse
engineer, decompile or disassemble any technology used to provide the
AYOFOTO.COM Service, (iv) use a robot, spider or other device or process to
monitor the activity on or copy pages from the AYOFOTO.COM Web Site, (v) collect
electronic mail addresses or other information from third parties by using the
AYOFOTO.COM Service, (vi) impersonate another person or entity, (viii) engage in
any activity that interferes with any third party's ability to use or enjoy the
AYOFOTO.COM Service or (ix) assist any third party in engaging in any activity
prohibited by this Agreement.
4.4 You are solely and exclusively
responsible for ensuring that all Media you provide through use of the
AYOFOTO.COM Service is in compliance with the terms and conditions of this
Agreement and all applicable laws, regulations and rules.
4.5
AYOFOTO.COM in its sole discretion, without notice, may remove any Media at any
time posted by a Registered User to the Website regardless of the guidelines set
forth in this Agreement. AYOFOTO.COM does not control the content (including
Media) posted on the Website and, as such, does not guarantee the accuracy,
integrity or quality of such content. You understand that by using the Website,
you may be exposed to content that is offensive, indecent or objectionable.
Under no circumstances will AYOFOTO.COM be liable in any way for any content,
including, but not limited to, for any errors or omissions in any content, or
for any loss or damage of any kind incurred as a result of the use of any
content posted, emailed, transmitted or otherwise made available via the
Website.
4.6 Subject to the terms set forth in this Agreement,
AYOFOTO.COM hereby grants you a limited, nontransferable, nonexclusive right to
access the Website and the services provided thereby. AYOFOTO.COM makes no
covenant, representation or warranty that the Website will be operational at all
times or that it will continue to offer the Website or any or all of the
elements of the Website. You may not use the information of AYOFOTO.COM or any
other Registered User in any manner that would enable a third party to obtain
the benefits of the Website and the information and services offered thereby
without first becoming a Registered User and using the Website to access such
information and services. You agree that any information that you obtain through
the Website is confidential and proprietary information of AYOFOTO.COM and its
other users. Except as expressly set forth herein, you may not reproduce or
distribute any information available from the Website, electronically or
otherwise. You shall not store or aggregate such information in any manner.
5. Policies Governing the AYOFOTO.COM Web Site
5.1
Privacy Policy. AYOFOTO.COM seeks to maintain the privacy of the
information that you and other users of AYOFOTO.COM’s website provide to
AYOFOTO.COM. AYOFOTO.COM’s use of the Member Information shall be governed
at all times by AYOFOTO.COM’s then-current
Privacy Policy. AYOFOTO.COM shall be entitled to
amend the Privacy Policy at any time in accordance with the provision for
amendment of this Agreement set forth at the beginning of this Agreement.
5.2
No Violation of Applicable Law. You agree that you will comply
at all times with all applicable Laws. You acknowledge that you are solely
responsible for ensuring that the manner in which you transmit and receive
information and use the Website complies with all Laws. You may not post on the
Website or sell through the Website any Good or Service where such posting or
sale violates any applicable Law or could cause AYOFOTO.COM or any of its
Affiliates to violate any applicable Law.
5.3
International
Members. International Members in some countries may not use the Website or
access its content. IT IS AYOFOTO.COM’S ASSUMPTION THAT INTERNATIONAL
USERS ARE REGISTERING TO BE A MEMBER ONLY AFTER DETERMINING THAT THEIR
MEMBERSHIP VIOLATES NO LAWS OR REGULATIONS IN THEIR RESPECTIVE COUNTRY AND
JURISDICTION. If you are an international user, you warrant that you are
violating no law or regulation by your use of the Website, and you shall
indemnify AYOFOTO.COM for any and all liability that might arise from your use
of the Website.
5.4
Currency. Unless otherwise expressly
stated, all amounts shall be in Indonesia Rupiah (Rp.).
5.5
Taxes. You are responsible for paying all applicable taxes and other
costs incurred by you in connection with this Agreement, including without
limitation taxes and costs related to the license of Media.
5.6
Links. AYOFOTO.COM may, in its sole discretion, and without your consent
or payment to you, place links on the Website to other websites on the Internet
that are owned or operated by third parties. You acknowledge and agree that
AYOFOTO.COM is not responsible for the operation of or content located on any
such website, and AYOFOTO.COM cannot and does not warrant that the content of
such websites is accurate, complete, legal and/or inoffensive. By linking to
these third-party websites, you acknowledge and agree that you may not make any
claim against AYOFOTO.COM for any damages or losses of any kind arising from the
third-party website and/or the link.
You are expressly prohibited
from framing or linking or otherwise using or displaying the Website in such a
manner so that it appears to be part of your own or someone else's website. You
shall not deep link to any image on the Website.
5.7
Manipulation. Registered Users may not: (a) use any device, software or
routine in any attempt to interfere or disrupt the Website; or (b) take any
action that imposes any unreasonable or disproportionately large load on the
Website or AYOFOTO.COM’s infrastructure. AYOFOTO.COM reserves the right in
its sole discretion to actively pursue any Registered User which AYOFOTO.COM
believes to be engaging in such activities and terminate that Registered
User’s membership.
6. Intellectual Property Rights
6.1 AYOFOTO.COM will solely and exclusively own all intellectual property and
other rights, title and interest in and to the AYOFOTO.COM Service, and
AYOFOTO.COM will have the sole and exclusive right to obtain trademark and
copyright registrations, patents and other protection therefore. You will not
acquire any right, title or interest in any rights of AYOFOTO.COM under this
Agreement or otherwise.
6.2 You hereby grant AYOFOTO.COM a
nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable
(through multiple tiers) right to exercise any rights you have in the Member
Information and Media, and otherwise to make use of the Member Information and
Media (including publishing, disseminating, broadcasting, manipulating,
reproducing, editing, translating, performing, modifying, or displaying any part
of the Member Information) and/or Media alone or as part of other work in any
form, media, or technology whether now new known or hereafter developed, to
enable AYOFOTO.COM to continue the specific operation or marketing of the site.
This includes, but is certainly not limited to email "newsletters."
7. Representations and Warranties
7.1 Each party
represents and warrants to the other party (i) that it has the full power and
authority to enter into and perform under this Agreement, (ii) the execution and
performance by it of its obligations under this Agreement do not constitute a
breach of or conflict with any other agreement or arrangement by which it is
bound, or any applicable laws, regulations or rules, and (iii) this Agreement is
a legal, valid and binding obligation of the party executing this Agreement,
enforceable in accordance with its terms and conditions.
7.2 You
represent and warrant to AYOFOTO.COM that any content you submit to AYOFOTO.COM
and any Product that you design, manufacture, market or sell using the
AYOFOTO.COM Service will not infringe the copyright, trademark, patent, trade
secret, rights of privacy and publicity or other legal right of any third
party.
8. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS
8.1
Disclaimer of Warranty. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE AND
THE SERVICES PROVIDED THEREBY, IS ENTIRELY AT YOUR OWN RISK. AYOFOTO.COM
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES,
SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WITHOUT LIMITING THE
FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT (A) AYOFOTO.COM DOES NOT WARRANT THAT
THE WEBSITE AND SERVICES PROVIDED BY AYOFOTO.COM SHALL BE ERROR-FREE OR OPERATE
WITHOUT INTERRUPTION, AND THE WEBSITE AND SERVICES ARE PROVIDED "AS
IS" AND WITHOUT WARRANTY OF ANY KIND; (B) AYOFOTO.COM DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA AND INFORMATION THROUGH THE INTERNET, AND SUCH FLOW
DEPENDS ON THE PERFORMANCE OF THIRD PARTIES WHOSE ACTIONS OR INACTIONS MAY
PRODUCE SITUATIONS IN WHICH CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF)
ARE IMPAIRED OR DISRUPTED AND FOR WHICH AYOFOTO.COM IS NOT LIABLE; (C)
AYOFOTO.COM DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO THE MEDIA LICENSED VIA
THE WEBSITE; AND (D) AYOFOTO.COM DOES NOT WARRANT THAT THE INFORMATION PROVIDED
VIA THE WEBSITE, WHETHER CONCERNING THE GOODS OR SERVICES OR THE MEMBER
INFORMATION OR ANY OTHER SUBJECT, IS COMPLETE OR ACCURATE.
8.2
No Consequential Damages. IN NO EVENT SHALL AYOFOTO.COM OR ANY OF ITS
AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,
INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, OR LOST PROFITS OR FOR THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, INCLUDING THROUGH
THE USE OF THE WEBSITE OR THE PROVISION OF SERVICES THEREBY, WHETHER FOR BREACH
OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3
Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
AYOFOTO.COM'S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED IN ANY WAY TO
THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO AYOFOTO.COM
UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE
UPON WHICH THE EVENT GIVING RISE TO THE CLAIM AGAINST AYOFOTO.COM AROSE.
9. Indemnification. You agree to indemnify AYOFOTO.COM, Ayofoto Media International, PT. and its Affiliates for and from any loss or damages, including
reasonable attorneys’ fees, arising from or relating to out of: (a) your
use of the AYOFOTO.COM Service or any Media posted or uploaded by you, including
any alleged or actual violation of any Law directly or indirectly arising from
such use; (b) any breach or alleged breach by you of the terms of this
Agreement; (c) the misuse or misappropriation of Registered User Information
supplied to you; and (d) the Media offered to be licensed from you, whether
arising from the information concerning the Media provided by you for posting on
the Website, the license of such Media, the delivery of the Media, or
otherwise.
In particular, and without limiting the foregoing,
because AYOFOTO.COM does not and cannot control the actions of its Registered
Users, in the event that you have a dispute with one or more Registered Users,
you hereby agree to indemnify and release AYOFOTO.COM and its Affiliates from
any and all claims, demands, liabilities, losses and damages (both actual and
consequential) of every kind and nature, whether known or unknown, suspected or
unsuspected, and disclosed or undisclosed, arising out of or in any way
connected with such dispute.
11. Additional Terms. The following
agreements, rules and policies contain additional terms and conditions that
govern your use of the AYOFOTO.COM Service. AYOFOTO.COM reserves the right to
make changes to such agreements, rules and policies at any time. Continued use
of any part of the AYOFOTO.COM Service constitutes your acceptance of such
changes. Accordingly, you should review such agreements, rules and policies from
time to time to become familiar with such changes. If the terms of any of the
following conflict with the terms of this Agreement, the terms of this Agreement
will govern and be given precedence.
11.1 AYOFOTO.COM offers the
Subscription Service on the terms and conditions set forth in its
Member Service
Agreement.
11.2 AYOFOTO.COM may collect and share your
information as provided for in its
Privacy Policy.
11.8 If you participate in
AYOFOTO.COM’s challenges, you will do so in accordance with its
Challenge Rules.
12. Termination
12.1 At any time and with or without cause,
AYOFOTO.COM may immediately terminate this Agreement or any or all of rights and
privileges granted to you or any of the other Registered Users hereunder, and
AYOFOTO.COM may also suspend your use of the Website or refuse to provide you
access to the Website or the services provided thereby. You may terminate this
Agreement at any time upon written notice to AYOFOTO.COM. In no event shall any
termination, suspension or refusal to provide access by either AYOFOTO.COM or
you act to relieve you of any obligations which have accrued under this
Agreement prior to the date of such termination, suspension or refusal.
12.2 If you or AYOFOTO.COM terminate your account, or if AYOFOTO.COM
takes any action pursuant to Section 12.1, AYOFOTO.COM may delete any web sites,
web pages, files, graphics or other content or materials relating to your use of
the AYOFOTO.COM Service on AYOFOTO.COM's servers or otherwise in its possession
and AYOFOTO.COM will have no liability to you or any third party for doing so.
If you or AYOFOTO.COM terminate your account you must immediately remove all
links to the AYOFOTO.COM Web Site from any web sites you operate and cease
representing yourself as a Registered User and/or Member.
13.
Miscellaneous Provisions
Notices. All notices, requests,
demands or other communications required or permitted to be given pursuant to
the Agreement shall be in writing and shall be deemed to have been given (A)
three (3) days after mailing to your address on file with AYOFOTO.COM, if sent
by snail mail, registered or certified mail, return receipt requested, postage
prepaid, (B) one (1) day after mailing if sent by nationally recognized
overnight courier for next day delivery, (C) upon transmission if sent by
facsimile or electronic mail with a confirmation copy simultaneously sent by
snail mail, first class, postage prepaid, or (D) six (6) hours after being
posted by AYOFOTO.COM on the Website.
Equitable Remedies.
Both parties acknowledge and agree that money damages and other remedies at law
may not provide an adequate remedy in the event of a breach of this Agreement.
Therefore, in addition to any other remedies that may be available, the
non breaching party shall be entitled to seek injunctive relief or specific
performance or other equitable remedies without the necessity of posting
bond.
Cumulative Remedies. No remedy or election hereunder
shall be deemed exclusive but shall, wherever possible, be cumulative with all
other remedies at law or in equity.
Force Majeure. Neither
party shall be deemed in default of this Agreement to the extent that
performance of their obligations or attempts to cure any breach are delayed or
prevented by reason of any act of God, fire, natural disaster, accident, act of
government, shortages of materials or supplies, or any other causes beyond the
control of such party, provided that such party gives the other written notice
thereof promptly and, in any event, within fifteen (15) days of discovery
thereof and uses its best efforts to cure the delay ("Force Majeure").
In the event of such Force Majeure, the time of performance or cure shall be
extended for a period equal to the duration of the Force Majeure but in no event
shall exceed three (3) months.
Assignment; Successors and
Assigns. This Agreement and the rights granted by AYOFOTO.COM to you
hereunder may not be assigned or transferred by you without the prior written
consent of AYOFOTO.COM. AYOFOTO.COM may assign this Agreement without obtaining
your consent. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective legal
representatives, successors and permitted assigns.
Severability. The invalidity or unenforceability of any provision or
portion thereof in any jurisdiction shall not affect the validity, legality or
enforceability of the remaining provisions and remainder of such provision in
such jurisdiction or the validity, legality or enforceability hereof, including
any such provision, in any other jurisdiction, it being intended that all rights
and obligations of the parties hereunder shall be enforceable to the fullest
extent permitted by law.
Headings. The section headings
contained in this Agreement are included for convenience only, and shall not
limit or otherwise affect the terms of this Agreement.
Attorney’s Fees. In a dispute concerning this Agreement, the
prevailing party shall be entitled to attorneys’ fees, together with
expenses and costs incurred in connection with such enforcement.
No Custom. It is expressly understood and agreed that, there being no
expectation of the contrary between the parties, no usage of trade or custom and
practice within the industry, and no regular practice or method of dealing
between the parties, will be used to modify, interpret, supplement or alter in
any manner the express terms of this Agreement.
Waiver. No
failure or delay in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, and no single or partial exercise thereof shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder.
Relationship to
Parties. Nothing in this Agreement shall be deemed to create a partnership,
joint venture, franchise, representative, agency or employment relationship
between the parties. Neither party to this Agreement shall have authority,
express or implied, to act for or bind or otherwise obligate the other in any
manner whatsoever. Persons retained by a party as employees or agents shall not
be deemed to be employees or agents of the other party.
Choice of
Law; Jurisdiction and Venue. This Agreement shall be governed and
interpreted in accordance with the substantive law of the Negara Kesatuan
Republik Indonesia.
Entire Agreement; Amendment. This
Agreement and the Exhibits and other documents incorporated by reference herein,
constitute the entire understanding and agreement, and supersede any and all
prior or contemporaneous representations, understandings and agreements, between
the parties with respect to the subject matter of this Agreement. With respect
to transactions already entered into on the Website, this Agreement shall not be
altered, amended or supplemented without the prior written consent of the
parties. You hereby agree to permit AYOFOTO.COM to amend this Agreement in its
sole discretion with respect to your use of the Website and transactions entered
into on the Website from and after the date of such amendment.