WELCOME to the PROLAB Digital Imaging website(s) available at and under www.prolabdigital.com and/or under other uniform resource locator(s) and the related or linked web pages of our PROLAB Digital Imaging Centers (as defined below) developed, hosted, maintained or operated by PROLAB Digital Imaging or our designees (collectively, the “PROLAB Sites”). In this Agreement, PROLAB or such designees are sometimes referred to collectively as “we,” “us” or “our.” This Terms of Use Agreement (this “Agreement”) sets forth the terms and conditions governing your use of the PROLAB Sites and your access to and use of the web pages, sub-pages, URLs, links, trademarks, trade names, trade dress, slogans, logos, copyrights, information, other content and services offered on or through the PROLAB Sites (which, collectively with the PROLAB Sites, constitute the “Services”).

Please carefully read this Agreement, the Privacy Policy, Copyright Notice and Takedown Policy, and any other terms and conditions that govern particular features of such PROLAB Sites (e.g. the franchisee-only areas and product or service ordering services areas) (collectively, the "Additional Terms"), all of which collectively govern your use of, and access to, the PROLAB Sites, any and all content, data, information and materials contained therein, and the Services.

BY ACCESSING OR USING THE PROLAB SITES OR ANY OF THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE ADDITIONAL TERMS, AND THAT YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND THE ADDITIONAL TERMS, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY US, IN ACCORDANCE WITH THE AGREEMENT (AS FURTHER DESCRIBED BELOW). THE PRIVACY POLICY AND OTHER ADDITIONAL TERMS ARE HEREBY INCORPORATED INTO AND MADE A PART OF THIS AGREEMENT BY THIS REFERENCE. You are responsible for reviewing this Agreement and the Additional Terms each time you use or access the PROLAB Sites and/or the Services.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE PROLAB SITES OR USE THE SERVICES.

1. We Reserve the Right to Revise this Agreement. We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement, and to impose new or additional rules, policies, terms or conditions on your use of the Services, with or without prior notice and for any reason. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions (collectively referred to in this Agreement as “Revised Terms”) will be effective immediately and incorporated into this Agreement upon our publishing them on the PROLAB Sites, which may be given by any means we designate, including by our posting to the PROLAB Sites. Your acknowledge and agree that your continued use of any of the PROLAB Sites will be deemed to conclusively indicate your acceptance of any and all such Revised Terms. All Revised Terms are incorporated into, and made a part of, this Agreement by this reference.
    
2. We May Amend or Terminate Any Part of the Services at Any Time. We reserve the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the PROLAB Sites or the Services, with or without notice to you. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. You agree that we will not be liable to you for any modification, general suspension or discontinuance of any PROLAB Sites or the Services. We may refuse or restrict anyone from access to any or all of the PROLAB Sites or the Services at any time.
    
3. PROLAB Centers are Independent Contractors. This PROLAB Site may contain links to other websites or web pages including, but not limited to, websites or web pages operated by or particular to franchisees of PROLAB, including outside the United States, using our proprietary methodologies and/or system (the “PROLAB Centers”) operated for purposes related to their sign design and graphic sales business in connection with our Marks (as defined below) and, without limitation, such PROLAB Center websites or web pages include the pages on any PROLAB Site where users are permitted to request quotes or place orders for sign design and graphic design services or related products. Unless otherwise expressly stated in the terms and conditions of use on such websites or web pages, none of them are not owned, operated or controlled by PROLAB and shall be governed by their own terms and conditions of use and not this Agreement.
   
   You acknowledge and agree that PROLAB does not provide quotes for or provide sign design and graphic design services or related products, and that all such quotes, services and products are provided by PROLAB Centers. You further acknowledge and agree that although we may host, develop, maintain or operate certain websites or web pages on behalf of the PROLAB Centers, the PROLAB Centers operate as separate legal entities as independent contractors under franchise agreements between them and us. They are not our agents or employees. They do not have any right to speak for us or on our behalf, or bind us to any contracts or obligations. We are not responsible for any of the acts or omissions of PROLAB Centers, including, without limitation, in connection with their provision of quotes or fulfillment of orders for sign design and graphic design services or related products placed by you through any PROLAB Site or other website, or in a PROLAB Center.
    
4. Acceptable Use of the Services. In order to use the PROLAB Sites or the Services, you must obtain access to the World Wide Web directly or through devices that access web-based content and pay any and all service fees, if any, associated with such access.
    
   1. Limited License. You may not copy, reproduce, republish, upload, post, transmit, sell, distribute, transfer or modify any of the content, data, information or materials found on the PROLAB Sites. Notwithstanding the foregoing and except as provided in (b) below, you may download and to retain a single copy of pages of this PROLAB Site solely for your own use only provided that you: (a) keep intact all copyright and other proprietary notices; (b) do not use the material in a manner that would compete with or damage the goodwill associated with PROLAB or the PROLAB Centers; (c) do not use the material in a manner that suggests an association with any of our services, brands, or products (unless otherwise authorized in writing by us); and (d) you make no modifications to the material. You further agree that, except as expressly provided in this Agreement, you shall not duplicate, download, publish, modify or otherwise distribute any material on this PROLAB Site for any purpose other than for your own individual use unless otherwise specifically authorized by us.
       
   2. Linking; Commercial Use. If you wish to publish, frame, refer to or provide information about the PROLAB Sites, our Marks (defined below), copyrighted materials or any Services on any website, web page, e-mail address or the like operated by you or your affiliates, or any companies, partnerships, limited liability partnerships or any other legal entity which you have an ownership or investment interest in (also collectively referred to as “you”) for commercial purposes, you must first obtain our prior written permission, which we may withhold in our discretion, to do so and enter into an agreement with us on terms designated by us. Contact webadmin@prolabdigital.com if you seek to obtain our permission to do so. If you are a PROLAB Center, any use of the PROLAB Sites by you constitutes a commercial purpose and your use is governed by your Franchise Agreement with us and this Agreement.
       
   3. Links; Deep Links. You shall not “deep-link” to this PROLAB Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the PROLAB Sites for any purpose, unless specifically authorized in writing by us to do so. Contact webadmin@prolabdigital.com if you seek to obtain our permission to do so. You will not create any links from your website to any PROLAB Site or any website which bears the Marks or our copyrighted materials or on which sign design or graphics sales products or services, any other of the Services or similar products or services are offered without our express written consent. If you wish to deep link or any link to the PROLAB Sites for any reason, you must contact webadmin@prolabdigital.com to obtain our prior written approval, which we may withhold in our discretion, for such deep links or other links.
       
   4. Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the Services. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iv) attempt to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to the Services, overloading, “flooding,” “mailbombing” or “crashing” the Services. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
       
   5. Spidering. THE USE OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO AUTOMATICALLY DOWNLOAD OR “SPIDER” THE PROLAB SITES OR ANY OF THE PAGES OF THE PROLAB SITES INFRINGES ON OUR COPYRIGHTS. YOU AGREE NOT TO USE ANY SUCH TOOLS OR PRODUCTS ON OR IN CONNECTION WITH THE SERVICES!
       
   6. Termination. We may and will terminate your access to the Services and any Accounts (as defined below) immediately, if we believe that your conduct fails to conform to this Agreement. Without limiting our rights and your limitations under this Agreement, if you use, or attempt to use the Services or Marks or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.
       
   7. You Are Responsible For All of Your Activities and All of The Content You Post. You represent and warrant that any information you post or provide to us by means of the PROLAB Sites, including, without limitation, as part of any registration or application or to gain access to any Services, is truthful, accurate, not misleading and offered in good faith; and that you will use any information disclosed to you via the Services including, without limitation, any content in the personalized areas of the PROLAB Sites, only for its intended purpose. We expect that you will exercise caution, good sense and reasonable judgment in using the Services. You agree NOT to use the Services and/or the PROLAB Sites for, or in connection with, any of the following activities:
       
      1. Spoofing or otherwise impersonating any person or entity, including, without limitation, any other users or any of our personnel, or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any e-mail or other posting;
          
      2. Any fraudulent or illegal activities or activities prohibited by this Agreement;
          
      3. E-mailing, uploading, or otherwise transmitting or using the Services in furtherance of the use or distribution of any unlawful, harmful, harassing, defamatory, tortuous, libelous, abusive, threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind, or any material that is invasive of another’s privacy or exploits children, or transmitting any sexually explicit materials, including images and other content;
          
      4. Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer’s functionality or the operation of our (or anyone else’s) Services, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate our rules or policies.
          
      5. That could damage, disable, overburden, or impair any of our servers or the networks connected to any such server;
          
      6. Making any commercial or non-fair use of the Marks without our express written consent;
          
      7. Interfering with any third party’s use and enjoyment of the Services or any PROLAB Site;
          
      8. Attempting to gain unauthorized access to the Services or any PROLAB Site, Accounts, Passwords, computer systems, or networks connected to any of our servers through hacking, password mining, or any other means;
          
      9. Sublicensing any license granted in or to materials on the any PROLAB Site under this Agreement (whether or not any of such acts are for commercial gain or advantage); or
          
      10. Reverse engineering, decompiling, modifying, or creating derivative works from any software accessible by or on the Services or any PROLAB Site unless specifically authorized by the owner of the software.
           
   8. Account Password and User ID. In order to use or access some of the Services on the PROLAB Site, you may be required to you become a registered user and/or recreate an account with us (collectively, an “Account”). To obtain an Account, you must receive or establish one or more passwords and/or access codes in the manner we designate (collectively, the “Password”). Maintaining the confidentiality and security of your passwords and accounts is solely your responsibility. Accordingly, you agree to (i) maintain the security and confidentiality of your Accounts and Passwords; (ii) provide current, complete, true and accurate information; (iii) maintain and update your information as required to keep it current, complete and accurate; and (iv) provide additional information about yourself and/or your organization as may be requested by us from time to time. Do not divulge your password or account information to any third party. You are entirely responsible for all activities that occur on or through your Account(s) and Password(s), and you agree to notify us immediately about any unauthorized use of accounts or any breach of security. You agree that we and our affiliates shall not be responsible for any losses incurred in connection with any misuse of or failure to secure Passwords, nor shall they have any responsibility whatsoever for your failure to comply with this Section. We reserve the right to require you to periodically change your Password.
      
      If you obtain an Account, you agree:
      
       
      1. That you are and shall be responsible for maintaining the confidentiality and security of your Account and Password, and for restricting access to your computer and your Password;
          
      2. Not to transfer, lease, assign, or sublicense any Password without our prior written consent; and
          
      3. Not to circumvent the password restrictions on any PROLAB SITE, nor allow others to do so on your behalf.
          
   9. Submissions. You acknowledge and agree that any suggestions, ideas, opinions (including without limitation, reviews) or other information submitted or otherwise communicated by you to us through the PROLAB Sites (collectively, the "Submissions") become our property of, including all copyrights and other intellectual property rights therein, and You assign to us, and waive in favor of us, any and all present and future rights, including but not limited to, moral rights, in such Submissions; provided, however, that nothing in this Agreement shall constitute an assignment or transfer of rights to PROLAB or any PROLAB Center in any files, graphics, logos, designs or copy which you submit to any PROLAB Center, either in person or through a PROLAB SITE, specifically for the purposes of procuring a quote for or purchasing PROLAB Digital Imaging sign design and graphic design services or related products (collectively, “Client Materials”). We will be entitled to use each Submission, except Client Materials, for any commercial or other purpose whatsoever without compensation or other accounting to you or any other person sending the Submissions, and will not incur any liability as a result of any similarities that may appear in our future operations. You will continue to be responsible for the substance of the Submissions including, without limitation, any indemnification obligations related to such Submissions. We will not be required to treat any Submissions as confidential. You acknowledge and agree that all or any portion of the Submissions, except Client Materials, may be used, edited, reproduced, published, translated, sublicensed, copied and distributed and/or incorporated into other works in any form, media, or technology now known or hereafter developed, without compensation or accounting of any kind.
      
      By submitting any Submissions, you represent and warrant that you have the full right and authority to submit such Submissions, and that no such Submissions are subject to any copyright or other proprietary right of a third party. In addition, you agree not to post e-mails or submit to or publish through the Website (including any Submission), or act in a way, which violates this Agreement or in our opinion:
       
      1. seek to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
          
      2. you do not have the right to transmit under any contractual or other relationship (e.g., inside information, proprietary or confidential information received in the context of an employment or a non-disclosure agreement);
          
      3. advocate or promote illegal activity;
          
      4. impersonate or misrepresent your connection to any other entity or person or otherwise manipulate headers or identifiers to disguise the origin of the content;
          
      5. solicit funds, advertiser or sponsor;
          
      6. copy any other pages or images on the PROLAB Sites except with appropriate authority; or
          
      7. amount to "data warehousing" (i.e., using any web space made available to you as storage for large files which are only linked from other sites; or
          
      We reserve the right to review, edit, or remove any Submission that we deem, in our sole discretion, to be inappropriate for, illegal or offensive to PROLAB, the PROLAB Centers, the PROLAB Sites or any third parties, for any reason whatsoever.
       
   10. Do Not Violate Third Party Intellectual Property Rights. Without limiting any of our rights or your obligations under this Agreement, you may not, and by using the Services or the PROLAB Site you agree not to, use the Services or the PROLAB Site to: (i) transmit material that is copyrighted or proprietary, unless you are the owner or have obtained the permission of the owner to transmit it; (ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit material that infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. For purposes of this Agreement, the term “Intellectual Property Rights” means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.
        
   11. Trademarks. The trademarks, trade names, logos, color schemes, service marks, slogans, and similar means if identifying products or services displayed on any of the PROLAB Sites, including without limitation, the PROLAB Digital Imaging trademarks and service marks and any marks identical or similar thereto (collectively, the “Marks”) are our or our licensors registered and/or common law marks or other Intellectual Property Rights. You will not adopt or use any names, trademarks, slogans, trade names, trademarks, service marks, e-mail addresses, URLs, meta-tags, key words, search descriptions or the like that are the same or are confusingly similar to the Marks.
        
   12. Ownership. All content and materials on the PROLAB Sites including, without limitation, the Marks, button icons, images, audio clips, and software, copyrights, patents and other materials included in the Services or the PROLAB Site, are our property or our licensors’ property in which we or our licensors own the Intellectual Property Rights, and are protected by U.S. and international copyright, patent, trademarks, and other proprietary rights laws. The compilation of all content on the PROLAB Sites is our exclusive property and is protected by U.S. and international copyright laws.
        
   13. Further Restrictions. You acknowledge and agree that you shall not use our Marks or copyrighted or other proprietary materials in any search engine descriptions, content (meta-tags, “white lettering”, key words), or other means of directing or influencing web traffic to any website, web page, portal or e-mail operated, controlled or authorized by you without our express written permission. You further acknowledge and agree that your doing so constitutes a violation of our rights under U.S. Federal law, U.S. States’ laws, and other international laws and a breach of this Agreement. Without our prior written consent, you will not submit or maintain any information submitted to search engines which incorporate any content from the PROLAB Site, the Marks, our copyrighted or proprietary materials or any marks that are confusingly similar to the Marks. You agree not resell the Services (or any part thereof) without our prior written consent, which we may refuse to grant in our sole discretion. If you wish to seek such consent, or if you wish to use any PROLAB Site or any of the Services, copyrighted materials or the Marks for commercial purposes, contact webadmin@prolabdigital.com. You acknowledge that you do not acquire any ownership or license rights by virtue of downloading the Marks, copyrighted material from the Services. All rights not expressly granted under this Agreement are expressly reserved to us.
        
5. Copyright Infringement. If you believe your rights under applicable copyright laws are being infringed on any PROLAB Site, you may notify our designated agent in accordance with our Copyright Notice and Takedown Policy by clicking here and following the posted instructions.
    
6. Privacy. Please review our Privacy Policy, which also governs your use of this PROLAB Site, to understand our privacy practices.
    
7. Compliance with Laws. You may use the Services and the PROLAB Sites only for lawful purposes. The Services and use of the PROLAB Sites are subject to, and you agree that you will at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services. This obligation includes your agreement to comply with all applicable laws or specific regulations, and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefore, as well as authorization from us.
    
8. Your Access to Certain Services. As a convenience and courtesy to you, in addition to the Services offered to the general user of PROLAB Sites, we may provide you access certain PROLAB Sites so that you can receive quotes for, or purchase, signs or design services from PROLAB Centers. You acknowledge and agree that any such services or products offered for sale on or through any PROLAB Site will be subject to the purchase/services policies of each PROLAB CENTER and this Agreement. Please ask the PROLAB Center from which you request a quote for or purchase PROLAB Digital Imaging sign design and graphic design services or related products for a copy of its purchase/services policies before ordering or purchasing any PROLAB Digital Imaging sign design and graphic design services or related products.
    
9. Consent to Agreement. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the agreements into which you thereby enter. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THIS PROLAB SITE. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by other than electronic means. You may obtain a copy of this Agreement by printing it now at no additional cost to you or by contacting us later at webadmin@prolabdigital.com]. We may charge you up to $10 per copy of this Agreement if we send a copy to you at a later date.
    
10. Links to Third Party Sites and Information. You expressly acknowledge and agree that this PROLAB Site may contain links to other web sites not controlled, operated or owned by us, and that certain Services on the PROLAB Sites such as a general contents page and informational pages (which may include, without limitation, news of interest to users of the PROLAB Sites, shipper information and other Services) may include materials and information from third parties. You acknowledge and agree that we have no control over such third party websites and information. Unless otherwise expressly provided by us, we provide no endorsement or representation of any kind regarding the products, services, content or appropriateness of content of such websites, and explicitly disclaim any responsibility for the accuracy, content or availability of the information, products, and/or services found on or through any such linked website. We do not make any representations or warranties as to the security of any information (such as credit card and other sensitive information) you might give on any such linked website. We cannot guarantee, represent or warrant that the content contained in the PROLAB Sites is accurate, appropriate to you, and/or inoffensive. Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you.
     
11. We Make No Warranties. YOUR USE OF THE SERVICES AND THE PROLAB SITES IS AT YOUR SOLE RISK. THE SERVICES AND THE PROLAB SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ANY WARRANTIES OF TITLE, NONINFRINGEMENT, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION OR FREEDOM FROM COMPUTER VIRUS. WE DO NOT WARRANT THAT THE PROLAB SITES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. IN ADDITION, WE DO NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE PROLAB SITES INCLUDING, WITHOUT LIMITATION, ESTIMATED FEES BASED ON USER-PROVIDED INPUT, ANY SALES TRANSACTIONS PAGE OR SIMILAR SOFTWARE FUNCTION, ARE APPROPRIATE, ACCURATE, TIMELY, RELIABLE, USEFUL OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. ACCESSING THE PROLAB SITES FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. IN THE EVENT OF A TYPOGRAPHICAL ERROR RELATING TO PRICE OR QUANTITY OF AN ITEM FEATURED OR DESCRIBED ON ANY PROLAB SITE, WE AND PROLAB CENTERS RESERVE THE RIGHT TO REFUSE TO FILL ANY ORDER(S) THAT RELY ON SUCH TYPOGRAPHICAL ERROR. ALL PRICES AND SERVICES LISTED ON THE PROLAB SITES ARE SUBJECT TO AVAILABILITY AND LIMITED QUANTITIES. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. WE MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PROLAB SITES AT ANY TIME, WITHOUT PRIOR NOTICE. YOU ACKNOWLEDGE, BY YOUR USE OF THIS PROLAB SITE, THAT YOUR USE IS AT YOUR SOLE RISK.
     
12. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT PROLAB, THE PROLAB CENTERS, PROLAB’S AFFILIATES AND SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, VENDORS, AND/OR SUPPLIERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY ASPECT OF THE PROLAB SITES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IF YOU ARE DISSATISFIED WITH ALL OR ANY PORTION OF THE PROLAB SITES OR THE SERVICES, OR WITH ALL OR ANY OF THE AGREEMENT OR ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF PROLAB, THE PROLAB CENTERS, PROLAB’S AFFILIATES AND SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, VENDORS, AND/OR SUPPLIERS FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE PROLAB SITES OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS (US$250). THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE PROLAB SITES OR SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE PROLAB SITES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
     
13. Indemnity of Us. You agree to indemnify and hold harmless PROLAB, the PROLAB Centers, PROLAB’s affiliates and subsidiaries, and all their directors, officers, agents, employees, suppliers, vendors, and service providers, and, at our request, to defend us from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys’ fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) the Services, any aspect of the PROLAB Sites, any other activities of yours accomplished using the Services or the PROLAB Sites, or claims for copyright infringement, defamation, invasion of privacy, or infringement of rights of publicity, that are made by any third party arising out of any Submission.
     
14. Order of Precedence. This Agreement governs your use of the PROLAB Sites and access to the Services. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into in writing with us or any of our related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on the PROLAB Site, conflicts with any provision of your other written agreements with us or any of our related or affiliated entities signed by us and/or related or affiliated entities or PROLAB Centers, and you, the terms of such other agreements will govern.
     
15. Dispute Resolution. If a dispute arises out of or relates to this Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual Property Rights and obligations with respect to confidentiality), and the parties have not been successful in resolving the dispute through direct negotiation, then the dispute shall be resolved in binding arbitration in accordance with the following procedures: (i) the dispute must be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, (iii) the location of the arbitration shall be in Dallas, Texas, USA, and (iv) the parties shall have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure. In addition, all of the following conditions shall apply: The arbitrator(s) shall each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof. The arbitrator(s) may upon request exclude from use in the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The arbitrator(s) shall issue a reasoned award. The cost of the arbitration shall be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party shall be entitled to receive from the other party its reasonable attorneys’ fees and costs. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration shall hold in confidence the existence, content and outcome of the arbitration. Notwithstanding the foregoing, you acknowledge and agree that we may apply to any state or federal court having jurisdiction to (i) enforce the agreement to arbitrate, (ii) seek provisional injunctive relief, without necessity of posting a bond, so as to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved, or to otherwise to prevent irreparable harm (see the section entitled “Injunctive Relief” below), or (iii) challenge or vacate any final decision or award of the arbitration panel that does not comport with the express provisions of this Section. To the fullest extent permitted by applicable law, no arbitration or case brought in connection with a dispute arising under this Agreement or the Additional Terms shall be joined to an arbitration or case involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
     
16. Injunctive Relief. You acknowledge and agree that any violation of this Agreement and Additional Terms relating to the disclosure, use, copying, distribution, display or publishing of the information and/or materials on the PROLAB Sites and use of the PROLAB Sites may result in irreparable injury and damage to us that may not be adequately compensable in money damages, and for which we will have no adequate remedy at law. You, therefore, consent and agree that we may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with the Agreement and the Additional Terms. You waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
     
17. Choice of Law and Forum. The Services are controlled by us from within the State of Texas, USA, although it may be accessed and used throughout the world. Subject to Section 12 above, by submitting a registration or by accessing or using the Services, you and we each agree that the substantive laws of the State of Texas, USA will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Services, and that such laws will apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and we agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Dallas County, Texas, USA with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
     
18. Adult Use Only. Without limiting the foregoing, our Services and the PROLAB Sites are not intended for use by or availability to minors. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT ACCESS THE PROLAB SITES OR USE THE SERVICES. IF NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE PROLAB SITES.
     
19. Miscellaneous Terms. Subject to the terms of this Agreement and our other operating rules and policies for the PROLAB Sites, this Agreement constitutes the entire agreement between you and us with respect to the subject matter addressed herein, and governs your use of the Services, superseding any prior agreements between you and us relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with us pursuant to a registration to access certain features of the PROLAB Sites. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement or the Additional Terms is deemed to be invalid, it shall be deemed severed from the remainder of the Agreement or the Additional Terms, as applicable, to the extent of such invalidity, and all other provisions shall remain in full force and effect. We may assign our rights and obligations under this Agreement, without notice, to (i) any affiliate of PROLAB, or (ii) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of PROLAB or any affiliate of PROLAB. This Agreement may not be assigned by you without our prior written consent.