End User Agreement - Picaboo Yearbooks

1. YOUR ACCEPTANCE OF THIS AGREEMENT

This is an Agreement between you and Picaboo Yearbooks (“Picaboo Yearbooks”). It governs your use of the Picaboo Yearbooks website and the services available through its websites www.Picaboo Yearbooks.com, shopyearbook.com, creatorstudio.com (the “Picaboo Yearbooks Services”). By registering for and by using the Picaboo Yearbooks Services, you acknowledge and signify that you have read, understood and agreed to this Agreement. If you do not accept and agree to each provision of this Agreement, please do not use the Picaboo Yearbooks Services.

If you are under the legal age of majority in your jurisdiction, your parent or legal guardian must read and accept this Agreement for your benefit and approve your use of the Picaboo Yearbooks Services. If you are a parent or guardian accepting this Agreement for the benefit of your child, you are fully responsible and liable (legally and financially) for your child’s use of the Picaboo Yearbooks Services and compliance with this Agreement.

2. CHANGES TO THIS AGREEMENT

Picaboo Yearbooks may, in its sole discretion, change, supplement or amend this Agreement as it relates to your future use of the Picaboo Yearbooks Services from time to time, for any reason. If Picaboo Yearbooks revises the Agreement, Picaboo Yearbooks will inform you of the changes and ask for your acceptance of the changes. If you do not accept the changes, Picaboo Yearbooks will suspend or terminate your use of the Picaboo Yearbooks Services.

3. ACCOUNT PASSWORDS

You may use the Picaboo Yearbooks Services only by use of a unique user name and password. The use of an account password does not restrict access by Picaboo Yearbooks to the password-protected materials. For security reasons, you must keep your user name and password confidential and not disclose them to any person or permit any other person to use them. Also, passwords must be non-obvious, hard-to-guess, confidential and changed on a regular basis, and you must log-out at the end of each session.

You are solely responsible for any use and misuse of your user name and password and for all activities that occur under your user name and password. You must immediately contact Picaboo Yearbooks at marketing@aPicaboo Yearbooksgroup.com to report any unauthorized use of your user name or password, or if you know or suspect that those passwords have been lost or stolen or become known to any other person.

All user names and passwords remain the property of Picaboo Yearbooks, and may be cancelled or suspended at any time by Picaboo Yearbooks without any prior notice or any liability to you or any other person.

4. PERMITTED USERS

You may only use the Picaboo Yearbooks Services in the manner described expressly in this Agreement.

5. ACCEPTABLE USE

Picaboo Yearbooks is committed to making the Picaboo Yearbooks Services a fun, secure, and easy way for communities to be actively involved in making and preserving memories of their members. For this reason, you may not use the Picaboo Yearbooks Services in a manner, or submit any material, that may be unlawful, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy, intellectual or other proprietary rights of others, breaches the contractual or fiduciary relationships that you may have with others, or otherwise objectionable. (This includes the submitting of any material that depicts, encourages, indicates, advocates or tends to incite any such conduct, and any use that may dilute or depreciate the name and reputation of Picaboo Yearbooks and the school in which you are enrolled or the organization you are a part of if not a school (collectively “School”).) The Picaboo Yearbooks Services are provided for your personal and non-commercial use only, and not for resale.

The Picaboo Yearbooks Services must not be used with any action, device, software, executable program or routine that could directly or indirectly circumvent, interfere, or attempt to interfere with the proper working of the Picaboo Yearbooks Services, impose an unreasonable or disproportionately large load or burden on the Picaboo Yearbooks Services or their infrastructure, or interfere with other persons’ use and enjoyment of the Picaboo Yearbooks Services.

Picaboo Yearbooks is not obliged to monitor the use of the Picaboo Yearbooks Services or the content published on the Picaboo Yearbooks website by the users of the Picaboo Yearbooks Services, although Picaboo Yearbooks reserves the right to do so in its sole discretion. Picaboo Yearbooks will respond, as it considers appropriate, if it becomes aware of any inappropriate uses of the Picaboo Yearbooks Services. Please report any violations of this Agreement or other inappropriate use of the Picaboo Yearbooks Services to marketing@aPicaboo Yearbooksgroup.com.

Users who violate this Agreement or who use the Picaboo Yearbooks Services inappropriately may incur criminal or civil liability, and Picaboo Yearbooks may report perceived violations of applicable law to law enforcement authorities. Picaboo Yearbooks will co-operate fully with law enforcement authorities in the investigation of suspected unlawful conduct.

6. WARRANTIES, LICENSE AND CONSENT

Picaboo Yearbooks does not claim copyright or ownership in any materials submitted to or through the Picaboo Yearbooks Services. Those rights always remain with the original owner, and are not affected by this Agreement in any way. Picaboo Yearbooks does, however, need to ensure that it has the lawful authority to provide the Picaboo Yearbooks Services to you and others. For this reason, when you submit any materials to or through the Picaboo Yearbooks Services (“Submitted Materials”), you: (a) represent and warrant to Picaboo Yearbooks that its use of the Submitted Materials, and any use of the Submitted Materials by any third party, does not and will not infringe the rights (including copyright, moral rights, and other intellectual property rights and privacy and personality rights in all applicable jurisdictions) of any person; (b) you represent and warrant to Picaboo Yearbooks that you own or have the necessary licenses, rights, consents and permissions to use and authorize Picaboo Yearbooks to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any Submitted Materials in the manner contemplated on Picaboo Yearbooks’s websites or this Agreement; (c) you represent and warrant that you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Materials to use the picture, name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Materials in the manner contemplated by Picaboo Yearbooks’s website or this Agreement, or if such identifiable individual is under the age of eighteen (18), you have obtained the written consent, release and/or permission from such individual’s parent or guardian; (d) grant to Picaboo Yearbooks and the School in which you are enrolled, and solely for the purpose of providing the Picaboo Yearbooks Services, a non-exclusive, non-transferrable, perpetual, irrevocable and royalty-free license to access, use, adapt, distribute, reproduce, modify, reformat, and edit such Submitted Materials and any ideas or original materials contained in such Submitted Materials, in all media now known or hereafter developed, which grant shall include the right to use the Submitted Materials (or any portion thereof) to create derivative works, the right to share the Submitted Materials (or any portion thereof) with other users of the Picaboo Yearbooks Services, and the right to store or transfer the Submitted Materials (or any portion thereof) to a service provider of Picaboo Yearbooks; and (e) grant to other users of the Picaboo Yearbooks Services, and solely for personal, non-commercial purposes, a personal, non-exclusive, non-transferrable, perpetual, irrevocable and royalty-free license to access, use, adapt, distribute, reproduce, modify, reformat, prepare derivative works of, display and edit such Submitted Materials and any ideas or original materials contained in such Submitted Materials, in all media now known or hereafter developed.

You hereby acknowledge and agree that the Submitted Materials will be stored by Picaboo Yearbooks on a server located in the United States of America.

You hereby waive all rights you may have to inspect and/or approve any use by Picaboo Yearbooks, the School in which you are enrolled or other users of the Picaboo Yearbooks Services of any material or idea submitted by you in any Submitted Materials. You waive all rights to any claim against Picaboo Yearbooks, the organization in which you are a part of or other users of the Picaboo Yearbooks Services for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with such Submitted Materials. You agree and understand that Picaboo Yearbooks is not responsible for maintaining, and may delete at any time, any of your Submitted Materials without prior notification. You shall be solely responsible for your own Submitted Materials and the consequence of posting, uploading or otherwise publishing or distributing them.

You understand that whether or not Submitted Materials are published, Picaboo Yearbooks does not guarantee any confidentiality with respect to any Submitted Materials.

7. DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION AND INDEMNITY DISCLAIMER

YOUR USE OF THE PICABOO YEARBOOKS SERVICES IS AT YOUR OWN RISK. YOU SHOULD KEEP YOUR OWN BACKUP COPIES OF ALL MATERIALS YOU MAY USE, OR ALLOW OTHERS TO USE, IN CONNECTION WITH THE PICABOO YEARBOOKS SERVICES, INCLUDING MATERIALS POSTED OR SUBMITTED TO THE PICABOO YEARBOOKS SERVICES.

THE PICABOO YEARBOOKS SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE HEREBY DISCLAIMED BY PICABOO YEARBOOKS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PICABOO YEARBOOKS MAKE NO REPRESENTATION, WARRANTY OR CONDITION THAT: (A) THE PICABOO YEARBOOKS SERVICES WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE; (B) THE PICABOO YEARBOOKS SERVICES WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (C) THE USE OF THE PICABOO YEARBOOKS SERVICES WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; (D) THE USE OF THE PICABOO YEARBOOKS SERVICES WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (E) ACCOUNT PASSWORD PROTECTION FOR MATERIALS YOU MAY USE OR ALLOW OTHERS TO USE IN CONNECTION WITH THE PICABOO YEARBOOKS SERVICES WILL PREVENT UNAUTHORIZED ACCESS TO THOSE MATERIALS; AND PICABOO YEARBOOKS DISCLAIM ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

THE INTERNET IS NOT A SECURE MEDIUM AND MAY BE SUBJECT TO INTERRUPTION, DISRUPTION, AND INADVERTENT OR DELIBERATE BREACHES OF SECURITY AND PRIVACY. THE PICABOO YEARBOOKS SERVICES MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND THE CONTROL OF PICABOO YEARBOOKS (SUCH AS YOUR COMPUTER EQUIPMENT AND INTERNET ACCESS), AND MAY NOT BE CONTINUOUS OR UNINTERRUPTED, SECURE OR PRIVATE. YOU PROVIDE USER INFORMATION AT YOUR OWN RISK, AND PICABOO YEARBOOKS HEREBY DISCLAIMS ALL LIABILITY TO YOU AND ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE UNAUTHORIZED ACCESS TO, OR USE OR DISCLOSURE OF, ANY USER INFORMATION.

LIABILITY EXCLUSION

PICABOO YEARBOOKS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE PICABOO YEARBOOKS SERVICES BY YOU OR ANY OTHER PERSON, REGARDLESS OF ANY WRONGDOING BY PICABOO YEARBOOKS, AND NOTWITHSTANDING THAT PICABOO YEARBOOKS MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.

LIABILITY LIMITATION

WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL PICABOO YEARBOOKS’S TOTAL LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE PICABOO YEARBOOKS SERVICES BY YOU OR ANY OTHER PERSON, REGARDLESS OF ANY WRONGDOING BY PICABOO YEARBOOKS, EXCEED $100 (CDN) OR THE AMOUNT YOU PAID TO PICABOO YEARBOOKS FOR THE USE OF THE PICABOO YEARBOOKS SERVICES, WHICHEVER IS LESS.

INDEMNITY

YOU WILL INDEMNIFY, DEFEND AND HOLD PICABOO YEARBOOKS HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, SUITS, LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES (INCLUDING LAWYER’S FEES AND DISBURSEMENTS AS BETWEEN SOLICITOR AND OWN CLIENT) SUFFERED OR INCURRED BY PICABOO YEARBOOKS ARISING FROM, CONNECTED WITH, OR RELATING TO (1)YOUR ACCESS TO OR USE OF THE PICABOO YEARBOOKS SERVICES, (2) YOUR BREACH OF THIS AGREEMENT, (3) ANY WRONGFUL CONDUCT BY YOU, (4) THE VIOLATION OF ANY THIRD PARTY RIGHT BY YOU, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT, OR (5) ANY CLAIM THAT YOUR SUBMITTED MATERIALS CAUSED DAMAGE TO ANY THIRD PARTY. YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY PICABOO YEARBOOKS IN THE DEFENCE OF ANY SUCH CLAIM OR DEMAND. THIS DEFENCE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE PICABOO YEARBOOKS SERVICES.

FAIR ALLOCATION OF LIABILITY

THIS AGREEMENT REPRESENTS A FAIR ALLOCATION OF RISK AND LIABILITY, WHICH IS REFLECTED IN THE FEES, IF ANY, PAYABLE FOR THE USE OF THE PICABOO YEARBOOKS SERVICES.

THE EXCLUSION OF CERTAIN WARRANTIES AND THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED BY LEGISLATION IN SOME JURISDICTIONS. SUCH LEGISLATIVE LIMITATIONS MAY APPLY TO YOU. YOU HEREBY AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY AND EXCLUSIONS AS SET OUT IN THIS AGREEMENT SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

IN THIS SECTION HEADED DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION AND INDEMNITY, “PICABOO YEARBOOKS” INCLUDES PICABOO YEARBOOKS AND ITS AFFILIATES AND SUPPLIERS AND EACH OF THEIR RESPECTIVE PAST, PRESENT AND FUTURE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS, SERVICE PROVIDERS, SUCCESSORS, ASSIGNS AND RELATED PERSONS.

8. OWNERSHIP OF THE PICABOO YEARBOOKS SERVICES

You always retain copyright in the materials you submit to Picaboo Yearbooks through the Picaboo Yearbooks Services. However, the Picaboo Yearbooks Services and all information (in text, graphical, video and audio forms), software, applications, and other elements available on or through the Picaboo Yearbooks Services are owned or licensed by Picaboo Yearbooks and others, and are protected by Canadian, United States, and international copyright, trade-mark, and other laws. Your use of the Picaboo Yearbooks Services does not transfer to you any ownership or other rights in the Picaboo Yearbooks Services or their content.

9. TRADE-MARK INFORMATION

The marks and logos appearing on or in connection with the Picaboo Yearbooks Services are registered and unregistered trade-marks, trade-names and service-marks owned or licensed by Picaboo Yearbooks. Other product and company names and logos appearing on the Picaboo Yearbooks Services may be registered or unregistered trade- names, trade-marks and service-marks of their respective owners. Any use of the trade-names, trade-marks, service-marks and logos (collectively “Marks”) displayed on the Picaboo Yearbooks Services is strictly prohibited. Nothing appearing on the Picaboo Yearbooks Services or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Picaboo Yearbooks Services.

10. UNSOLICITED SUBMISSIONS

Picaboo Yearbooks hopes that you find the Picaboo Yearbooks Services to be valuable and we welcome your feedback. However, Picaboo Yearbooks does not accept unsolicited ideas, including ideas for new advertising campaigns, new or improved goods, services, technologies, or new product or business names. The purpose of this policy is to avoid potential misunderstandings or disputes. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (“Submissions”) to Picaboo Yearbooks. If you do send Submissions to Picaboo Yearbooks, Picaboo Yearbooks must have the right to use them. Therefore, you grant (or warrant that the owner of the Submissions grants) to Picaboo Yearbooks and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non- exclusive, assignable, sub-licensable, right and license to copy, modify, publish, create derivative works from, distribute, display and otherwise use the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever. You also agree, represent and warrant that all moral rights in the Submissions are waived in favour of Picaboo Yearbooks and its assigns.

11. PROMOTIONS, DISCOUNTS AND CONTESTS

From time to time Picaboo Yearbooks may offer special promotions, coupons, or discounts on products or services purchased through the Picaboo Yearbooks Services. All such promotions and discounts are subject to specific terms and conditions. Picaboo Yearbooks may also make contests available to users of the Picaboo Yearbooks Services. All contests are governed by this Agreement and the specific applicable Contest Rules. By participating in a contest through the Picaboo Yearbooks Services, you signify your agreement and acceptance of this Agreement and the applicable Contest Rules.

12. OTHER SITES

The Picaboo Yearbooks Services may include advertisements for, and links to, Web sites and businesses operated by third parties (“Other Sites”). Other Sites are independent from Picaboo Yearbooks, and Picaboo Yearbooks has no responsibility or liability for or control over Other Sites, their business, goods, services or content. Links to Other Sites are provided solely for your convenience. Picaboo Yearbooks does not sponsor or endorse any Other Sites or their content or the goods or services available through those Other Sites. Your use of Other Site is at your own risk, and you may not make any claim against Picaboo Yearbooks arising out of your use of any Other Sites or your dealings with the owners or operators of any Other Sites. The provisions of this Agreement under the section headed Disclaimer, Liability Exclusion, Liability Limitation and Indemnity apply, with all necessary modifications, to your access to and use of any Other Sites and their business, goods, services and content.

You may create a text hyperlink to Picaboo Yearbooks’s website, provided such link does not portray Picaboo Yearbooks or any of its products or services in a false, misleading, derogatory or otherwise defamatory manner. This limited right may be revoked by Picaboo Yearbooks at any time.

13. SOFTWARE AGREEMENTS

For your convenience, Picaboo Yearbooks may make third-party software available to you through or in connection with the Picaboo Yearbooks Services. All such software is owned or licensed by third parties, and your downloading and use of the software is subject to the applicable End User License Agreement. Picaboo Yearbooks has no control over or responsibility or liability for any software downloaded from or in connection with the Picaboo Yearbooks Services, and Picaboo Yearbooks makes no representations, warranties or conditions regarding the software. Your downloading and use of the software and your dealings with the owners and providers of the software is at your own risk, and you may not make any claim against Picaboo Yearbooks arising out of, connected with, or relating to your downloading and use of any software. The provisions of this Agreement under the section headed Disclaimers, Liability Exclusion, Liability Limitation and Indemnity apply, with all necessary modifications, to your downloading and use of any software downloaded from or in connection with the Picaboo Yearbooks Services.

14. PERSONAL INFORMATION PRIVACY

Picaboo Yearbooks collects, uses, and discloses your personal information in accordance with its Privacy Policy, which may be viewed by clicking here (“Privacy Policy”). Picaboo Yearbooks may change the Privacy Policy from time to time in its sole discretion. Each time you use the Picaboo Yearbooks Services, you consent to Picaboo Yearbooks’s collection, use and disclosure of your personal information in accordance with the Privacy Policy as it then exists without any further notice or any liability to you or any other person.

15. CONTACTING PICABOO YEARBOOKS

Picaboo Yearbooks would always like to hear from you. You may contact Picaboo Yearbooks by email at marketing@aPicaboo Yearbooksgroup.com

16. TERMINATION OF THE PICABOO YEARBOOKS SERVICES AND THIS AGREEMENT

You may cancel your use of the Picaboo Yearbooks Services at any time for any reason upon sixty (60) day notice to Picaboo Yearbooks. Picaboo Yearbooks may, at any time and for any reason and in its sole discretion: (a) change, suspend or terminate, temporarily or permanently, the Picaboo Yearbooks Services or any part of them; or (b) restrict, suspend or terminate (in whole or in part) your permission to access or use the Picaboo Yearbooks Services, all without any notice or liability to you or any other person. If you breach any provision of this Agreement, you may no longer use the Picaboo Yearbooks Services.

If this Agreement or your permission to access or use the Picaboo Yearbooks Services is terminated by you or by Picaboo Yearbooks, then: (a) this Agreement will continue to apply and be binding upon you and any persons you represent, jointly and severally, regarding your prior access to and use of the Picaboo Yearbooks Services, and anything connected with, relating to or arising therefrom; and (b) Picaboo Yearbooks may continue to use and disclose your personal information in accordance with the Privacy Policy as amended from time to time.

You acknowledge that Picaboo Yearbooks may continue to hold the Submitted Materials in its database after the term of this Agreement for the purpose of allowing Picaboo Yearbooks to provide the Picaboo Yearbooks Services to you again should you wish to resume your use of the Picaboo Yearbooks Services, and to allow the Submitted Materials to be used and disclosed in accordance with this Agreement.

17. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New Jersey, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (‘JAMS’) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the District of New Jersey.

18. OTHER MATTERS

The provisions of this Agreement will enure to the benefit of and be binding upon each of Picaboo Yearbooks and its respective successors and assigns and related persons, and you and your heirs, executors, administrators, successors, and personal representatives. You may not assign this Agreement or the rights and obligations under this Agreement without the express prior written consent of Picaboo Yearbooks, which may be withheld in Picaboo Yearbooks’s sole discretion. Picaboo Yearbooks may assign this Agreement and its rights and obligations under this Agreement without your consent or the consent of any persons you represent.

No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party.

Notwithstanding any other provision of this Agreement, Sections 4, 5, 6, 7, 10, 11, 12, 13, 14, 16 and 17 of this Agreement, and all other provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and remain in full force and effect.

You and Picaboo Yearbooks are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the Picaboo Yearbooks Services.

Any rights not expressly granted by this Agreement are reserved to Picaboo Yearbooks. This Agreement was last changed effective 31 August 2020.