SUBSCRIBER AGREEMENT

BY USING MAVROIMAGING.COM, YOU AGREE TO THE TERMS OF USE.

DO NOT USE MAVROIMAGING.COM IF YOU DO NOT AGREE.

This subscriber agreement (“Agreement”) incorporates herein by reference in its entirety the Terms of Use including without limitation any and all terms and conditions incorporated therein by reference.  To the extent that any of the provisions herein are deemed to contradict or conflict with any provisions of the Terms of Use, the provisions provided herein shall control and supersede the conflicting provisions in the Terms of Use.  This Agreement also incorporates herein by reference in their entirety the defined terms, definitions, and meanings set forth in the Terms of Use.

This Agreement is effective by and between Subscriber and Mavro (each a “Party” and collectively the “Parties”) as of the date Subscriber accepts this Agreement (the “Effective Date”) which shall govern this Agreement including access to and usage of the Site and the Content.

BY ACCEPTING THIS AGREEMENT, YOU (THE “SUBSCRIBER” OR “CUSTOMER”) AGREE TO THE TERMS OF THIS AGREEMENT INCLUDING WITHOUT LIMITATION THE TERMS OF USE INCORPORATED HEREIN BY REFERENCE IN THEIR ENTIRETY.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “SUBSCRIBER,” “CUSTOMER,” “YOU,” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SITE AND MUST NOT CONNECT, ACCESS, OR USE THE SITE IN ANY MANNER.

BY ACCEPTING THE TERMS OF THIS AGREEMENT YOU REPRESENT AND WARRANT THAT ANY AND ALL INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE, ACCURATE, AND COMPLETE. THE PROVISION OF FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED.

SOFTWARE PROVIDED IN CONNECTION WITH THIS AGREEMENT (IF ANY) IS BEING LICENSED TO YOU AND NOT SOLD TO YOU, AND SAID SOFTWARE SHALL BE SUBJECT TO THE SOFTWARE LICENSE IN ADDITION TO THIS AGREEMENT AND THE TERMS OF USE.

1.  Subscription

Subscriber will be subscribed to the Mavro Site by executing an electronic order form provided via the Site (“Order Form”) to formally accept this Agreement and which shall define the initial subscription period and the features, services, software, and/or Content to which Subscriber shall be granted access via the Site (collectively the “Subscription”), as well as the consideration to be paid by Subscriber for the Subscription.

Subject to the terms and conditions of this Agreement and the Order Form, Mavro grants to Subscriber a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Site and Content during the subscription period (including any extensions or renewals thereof) in accordance with the usage terms set forth herein and in the applicable Order Form.

Other than the rights expressly specified in this Agreement and in an applicable Order Form, no other right or interest whatsoever is granted to Subscriber in connection with the Site or the Content.

2.  Fees

Subscriber will timely pay all fees for the Subscription (“Subscription Fees”) as specified in an applicable Order Form.  The Subscription Fees constitute the consideration for Subscribers’ use of the Site including features, services, software, and/or Content that is limited to Subscribers only.

Except as otherwise specified herein or in an Order Form, the fees for the Subscription are based on access to the Site provided for the duration of the subscription period and not on actual usage of the Site or the Content.  All Subscription Fees paid are non-refundable, and payment obligations for the Subscription are non-cancelable.  Notwithstanding the foregoing, in an event of termination for cause due to a material breach by Mavro, the foregoing shall not apply to amounts paid for the Site in advance and which are unused on the date of termination (calculated on a pro-rata basis of the balance period between the termination date and the original term of the applicable Order Form including extensions and renewals) which may be refundable.

Subscriber is responsible for providing complete and accurate billing and contact information to Mavro and shall be solely responsible for any and all consequences stemming from any failure to do so.

3.  Taxes

Any and all Mavro fees, including without limitation the Subscription Fees, are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, as well as other charges domestic or foreign imposed by any federal, state, or local tax authority with respect thereto including but not limited to value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively “Taxes”).

Subscriber is responsible for paying all Taxes associated with Subscriber’s purchases hereunder.  If Mavro has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this section, Mavro will invoice Subscriber and Subscriber will pay that amount.

The foregoing notwithstanding, Mavro is solely responsible for Taxes assessable against it directly based on Mavro’s income, property, and/or employees.

4.  Third Party Claims

Mavro will defend Subscriber from and against any claim by a third party against Subscriber to the extent the claim, upon Mavro’s sole determination, is based on a well-founded allegation that the Site or Content infringes upon or misappropriates any Intellectual Property Rights of a third party (“Infringement Claim”), and shall indemnify Subscriber against all liabilities, damages, costs (including settlement costs and reasonable attorneys’ fees) awarded by a competent court, arbitrator(s), or in a settlement resulting from such claim by a third party, provided that (a) Subscriber has notified Mavro promptly in writing of such claim, (b) Subscriber has provided Mavro with the authority to control and handle the claim including the defense and settlement of such claim, and (c) Subscriber provides to Mavro all information and assistance (at Mavro’s expense) as may be required by Mavro for conducting the defense.  However, the foregoing notwithstanding, in no event will Mavro have any obligation or liability under this section arising from use of the Site or Content in a modified form or in combination with materials not furnished by Mavro or for any failure by Subscriber to comply with Subscriber’s responsibilities under this Agreement.

In the event that the Site or Content (or any part thereof) is likely to, in Mavro’s sole opinion, or does become the subject of an Infringement Claim, Mavro may, at its option and expense: (a) procure for Subscriber the right to continue using the Site and/or Content (including the allegedly infringing portion/item); (b) substitute a functionally equivalent non-infringing replacement for such allegedly infringing portion of the Site or Content or otherwise modify same to make such non-infringing and functionally equivalent; or (c) terminate the Agreement and any outstanding Order Form and refund to Subscriber fees paid to Mavro for the infringing items in an amount prorated to reflect the period of time between the date Subscriber was unable to use the Site due to such Infringement Claim and the remaining days in the current subscription period.

Without derogating from the provisions in the next section, this section sets forth the exclusive and entire remedy of Subscriber with respect to any Infringement Claims.

5.  Warranties and Limitations of Liability

THE WARRANTIES CONTAINED IN THIS SECTION ARE EXCLUSIVE, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ARISING BY A COURSE OF DEALING OR USAGE OF TRADE.  THIS SECTION DOES NOT LIMIT, AND IS WITHOUT PREJUDICE TO, THE PROVISIONS THAT FOLLOW.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MAVRO BE LIABLE UNDER THIS AGREEMENT FOR (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (B) FOR LOSS OF USE, BUSINESS, REVENUES, OR PROFITS; IN EACH CASE, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, AND OTHER THAN IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR AS SET FORTH BELOW IN THIS SECTION, MAVRO’S AGGREGATE LIABILITY UNDER EACH ORDER FORM SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE APPLICABLE ORDER FORM, AND MAVRO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY SUBSCRIBER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY (“LIABILITY CAP”).

NOTWITHSTANDING THE FOREGOING, MAVRO’S LIABILITY IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS UNDER THE PREVIOUS PARAGRAPH OR FOR BREACH OF ITS PRIVACY AND DATA PROTECTION OBLIGATIONS (IF ANY), SHALL BE LIMITED TO TWO TIMES (2X) THE APPLICABLE LIABILITY CAP, PROVIDED HOWEVER THAT A FINE OR CHARGE SET BY A REGULATORY AUTHORITY ACCORDING TO LAW FOR OR DUE SOLELY TO BREACH BY MAVRO OF DATA PROTECTION AND SECURITY OBLIGATIONS (IF ANY) SHALL BE BORNE BY MAVRO REGARDLESS OF THE CAP ON LIABILITY.

6.  Term and Termination

This Agreement commences on the Effective Date and will remain in effect for so long as Subscriber has an applicable Order Form in effect (including extensions and renewals as provided for in the Terms of Use).

Either Party may terminate this Agreement and any Order Form thereunder if: (a) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice of said breach; or (b) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days.

In any event of termination of this Agreement by either Party: (a) all rights granted hereunder shall immediately expire and any and all use and/or exploitation by Subscriber and/or on its behalf of the Sites, and any part thereof, shall immediately cease and expire; and (b) provisions contained in this Agreement that are expressed or by their sense and context are intended to survive the termination of this Agreement shall so survive the termination.

7.  Confidentiality

For the purpose of this Agreement, “Confidential Information” means any non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), that (a) is designated in writing as confidential or (b) without regard to how it is disclosed is such information that a reasonable person would believe to be confidential. Confidential Information shall include, but is not limited to, technological information such as know-how, software, data, programs, inventions, ideas, processes, formulas, developments, designs, materials, business information such as marketing and selling, budgets, prices and costs, information about the Disclosing Party’s employees, Affiliates, suppliers and customers, and trade secrets. Confidential Information does not include information that is: (a) public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of breach or negligence by the Receiving Party; (b) already known by the Receiving Party prior to its receipt from the Disclosing Party; (c) independently developed at any time by the Receiving Party without use of or reference to Confidential Information; and (d) rightfully obtained by the Receiving Party from other unrestricted sources.

All Confidential Information delivered, made available, or otherwise acquired pursuant to this Agreement shall (a) not be copied, distributed, disseminated or made available in any way or form by the Receiving Party without the prior written consent of the Disclosing Party; (b) be maintained in strict confidence using the same degree of care that the Receiving Party takes to protect its own confidential information, but in no event less than reasonable care; (c) may only be disclosed to those employees, contractors and/or service providers of the Receiving Party who have a need to know in connection with purposes consistent with this Agreement, and who are bound by a written obligation of confidentiality no less restrictive as those set forth herein; and (d) shall not be used by the Receiving Party for any purpose, except for the purposes of this Agreement, without the prior written consent of the Disclosing Party.

If the Receiving Party is compelled by law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

The provisions of this section shall survive the natural expiration or termination of this Agreement for any reason for a period equal to the earlier of three (3) years following said expiration or termination or for seven (7) years following the original disclosure.

8.  Additional Legal Terms

This Agreement, including all Order Forms, constitute the entire agreement between Subscriber and Mavro with respect to the subject matter of this Agreement and supersede and replace any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement, including previous non-disclosure agreements between the Parties.

Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent.

The Site and Content, as well as any and all derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions.  Each Party represents that it is not named on any U.S. government denied-party list, and Subscriber shall not permit access or use any of the Site or the Content in a U.S. embargoed country or in violation of any U.S. export law or regulation.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Any notice required or permitted to be given by either Party under this Agreement shall be in writing and may be delivered by courier, sent by registered letter, or sent by email and acknowledged by the other Party, and shall be effective upon receipt or, if sent by email, upon acknowledgement of being received.  Any notice to either Party shall be sent to the contact information listed in the applicable Order Form.

No failure or delay by any Party at any time to enforce one or more of the terms, conditions, or obligations of this Agreement will (a) constitute waiver of such term, condition, or obligation; (b) preclude such Party from requiring performance by the other Party at any later time; or (c) be deemed to be a waiver of any other subsequent term, condition, or obligation, whether of like or different nature.

To the fullest extent permitted by law you hereby expressly agree that: (1) the laws of the State of New Jersey shall govern the validity and construction of this Agreement without giving effect to any provisions concerning conflicts of law or choice of law; (2) any proceeding arising out of or relating to this Agreement shall be instituted in a federal or state court in New Jersey, United States of America; and (3) YOU IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING FROM THIS AGREEMENT.

In any event of a conflict or inconsistency between the terms herein and the terms of the Order Form, the terms of the Order Form shall prevail.  Any additional or conflicting terms contained in purchase orders issued by Subscriber with respect to the subject matter hereof are hereby expressly rejected and shall have no force or effect on the terms of this Agreement or any Order Form.

The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

Except for payment obligations, neither Mavro nor Subscriber will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

Except to the extent required by applicable law, there are no third-party beneficiaries under this Agreement.