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	Melanie Pracas #417168 Independent TLC Consultant

Subscription Agreement

1. Introduction.
LifeTimez Online and the LifeTimez Online website are owned and operated by Top Line Creations, Inc., a Utah corporation (hereinafter referred to as TLC, We, or Us). This is a legal agreement between you, the online service subscriber, and TLC. By using this online service you are consenting to the terms of this Agreement. If you do not agree to the terms of this Agreement, DO NOT USE THIS ONLINE SERVICE.

2. About LifeTimez Online.
LifeTimez Online is an internet based, subscription software program that is used to produce photobooks and photo related projects featuring exclusive TLC designs and content.

3. Definitions.
a. "Software" means TLC's LifeTimez Online Software with the current functionality provided by TLC. It also includes any accompanying instructions, documentation, technical data, images, and other related materials.

b. "Service" or "service" means use of TLC's LifeTimez Online Software.

c. "Use" or "use" means storing, loading, installing, executing, or displaying the Software on a single device, and/or use of the Software by way of TLC's server.

d. "License" means the Software license grant and general license terms set forth herein.

e. "Terms of Use" means the prohibitions and restrictions set forth in TLC's Terms of Use document, located at http://www.lifetimez.com/docs/terms.aspx. The provisions of the Terms of Use document are incorporated into this Agreement as though fully set forth herein.

f. "Term of Agreement" means the period from the date a subscription is purchased to the date of termination by either the user or TLC.

g. "Subscriber" (sometimes referred to as "You" or "you") means the individual or entity that purchases the subscription under this Agreement.

h. "Subscription Period" means the period of time, selected by Subscriber in the Order form, during which Subscriber will have access to the Service.

i. Anniversary Date means the date that you are provided with a User ID and password.

j. "Upgrade" means a new release of the Software that includes a substantially new facility or capability.

4. Access.
Your Subscription to the Service will provide you with access to the Service for the duration of your Subscription Period, for purposes of creating photobooks and photo-related creations.

5. License and Restrictions.
In consideration of the subscription fees paid, TLC hereby grants to Subscriber a limited, non exclusive, non transferable, license to use the Service during the Subscription Period and for a single Subscriber only ("Subscription"). If you wish to obtain access for more than one user, you must purchase a Subscription to the Service for each additional user needing access. Under no circumstance may you allow a greater number of users to access the Service at any one time than the total number of Subscriptions for which you have paid. A Subscription may not be shared or used concurrently. You agree to use reasonable efforts to protect against unauthorized use of the Service.

6. Term and Termination.
The Term of the license granted herein shall be for the Subscription Period you select in the Order Form.

a. As part of this subscription, TLC will provide updates to the Software, such as correction of "bugs" and certain limited improvements to existing functionality of the Software, as TLC may choose to provide.

b. The subscription entitles Customer to receive limited support as posted on the LifeTimez Online website (www.lifetimez.com) at the time this Agreement becomes effective.

c. TLC charges a non-refundable, one-time setup fee (waived with any 1-year subscription). Subscriptions are offered with distinct levels of functionality and varying subscription intervals. For the LifeTimez Basic subscription, you are authorizing TLC to immediately bill your credit card for the one-time setup fee. For all other subscriptions, you are authorizing TLC to immediately bill your credit card for the one-time setup fee, the first month or first year subscription fee, as applicable, and to automatically bill your credit card each month or year thereafter (on the Anniversary Date of this Agreement) in approximately 30 day or 365 day intervals. If at any time the charges submitted to your credit card provider are rejected, your subscription will automatically terminate and your access will conclude at the end of the Subscription Period. It is your sole responsibility to ensure that payment is made, or to notify the LifeTimez Support Staff (via support@lifetimez.com) if you wish to cancel, or desire to change the credit card for our billing purposes. Cancellations and/or Terminations will be handled, as follows:

For monthly subscription cancellations or automatic terminations, TLC will discontinue billing your credit card for any month after the Subscription Period month in which termination occurred, or written notice of your desire to cancel was received. We will not pro rate or refund any fees paid for the Subscription Period month in which termination occurred, or in which written notice of your desire to cancel was received.
For annual subscriptions, TLC will discontinue billing your credit card for any year after the Subscription Period year in which termination occurred, or written notice of your desire to cancel was received. We will not pro-rate or refund any fees paid for the Subscription Period year in which termination occurred, or in which written notice of your desire to cancel was received.

e. TLC may terminate the subscription and Software License immediately, without prior notice, for failure to comply with any of the terms or provisions of this Agreement, including Software License terms or Terms of Use. Immediately upon termination, Customer will no longer have any right to access the Service.

f. Subscriber may not assign or transfer this Agreement. Any such attempted assignment or transfer will be null and void. TLC may terminate this Agreement in the event of any such attempted assignment or transfer.

g. By accepting this Agreement and purchasing this Subscription, Subscriber represents and warrants that, if a natural person, Subscriber is at least 18 years of age and/or is otherwise legally able to enter into a binding contract.

7. Sharing of Subscriber User ID and Password.
You are responsible for safeguarding the use of your individual User ID and password. In the event it is discovered that your individual User ID and password is also being used by another person or entity other than the Subscriber, TLC, in its sole discretion, may terminate your Subscription immediately without refund or bill you for another Subscription.

8. Disclaimer of Warranties.
WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS PROVIDE THE LIFETIMEZ ONLINE SERVICE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

IN ADDITION, WE SPECIFICALLY DISCLAIM ALL WARRANTIES THAT THE LIFETIMEZ ONLINE PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; WILL BE ACCURATE, ADEQUATE, RELIABLE, COMPLETE, AND WE DISCLAIM THE USEFULNESS OF ANY OF THE CONTENT CONTAINED THEREIN. WE DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT; ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF TLC. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE CONTENT. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TLC DISCLAIMS ANY AND ALL SUCH WARRANTIES.

9. Limitation of Liability.
IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER ARISING, INCLUDING NEGLIGENCE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR YOUR USE OF LIFETIMEZ ONLINE. OUR LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF A) THE AMOUNT OF MONEY YOU PAY TO US IN ANY ONE YEAR OR B) $100. IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, YOU AGREE THAT TLC'S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Indemnity.
You agree to indemnify and hold us and our officers, directors, agents, employees, contractors and suppliers, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party, including but not limited to any claim arising out of your violation of this Agreement or your use of LifeTimez Online in violation of this Agreement or in violation of any applicable law. You further agree that you will cooperate fully in the defense of any such claims. TLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not, in any event, settle any such claim or matter without the written consent of TLC. You further agree to indemnify and hold harmless TLC from any claim arising from a third party's use of information or materials of any kind that you post through LifeTimez Online.

11. Dispute Resolution.
You agree that any controversy or claim arising out of or relating to this Agreement and/or your use of LifeTimez Online, except for matters exclusively between registered or authorized Subscribers and not involving TLC, shall be governed exclusively by the laws of the State of Utah. You waive any rights, which may exist to change the governing law. Further, any legal action arising in connection with this Subscription Agreement shall be exclusively brought in the federal and state courts of Salt Lake City, Utah, County of Salt Lake, and shall be exclusively governed by the laws of the State of Utah. You waive any rights, which may exist, to seek a change of venue.

12. Waiver.
Failure by TLC to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

13. Right to Change this Agreement.
TLC reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the use of LifeTimez Online at any time, and in its sole and independent discretion. Any changes will be effective upon the posting of the changes on the LifeTimez Online website. You are responsible for reviewing the changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use LifeTimez Online, following TLC's posting of any changes, will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Agreement, do not continue to use LifeTimez Online.

14. General Provisions.
This is the entire Agreement governing Subscriptions for the LifeTimez Online service. No delay by either party shall waive rights under this Agreement. No waiver of any breach of this Agreement shall be a waiver of any other provision of this Agreement, and no waiver shall be valid unless in writing signed by the parties. If any provision of this Agreement is held invalid, such provision shall be restated to reflect, as nearly as possible, the original intention of TLC in accordance with applicable law and the remainder of the Agreement shall remain in full force.

15. Contact TLC.
Except as explicitly stated otherwise, any notices to TLC shall be given by postal mail to Top Line Creations, LC, 985 West 3160 South, Salt Lake City, Utah, 84119. You agree that you will notify TLC in writing of any claim or dispute concerning or relating to LifeTimez Online, and the information or services provided through the same. You agree that you will give TLC a reasonable period of time to address said claim or dispute before initiating any legal action.