BLACK PHOTO CORPORATION
TERMS AND CONDITIONS
OF WEB SITE USE

LAST UPDATE: September 9, 2005

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS GOVERN YOUR USE OF AND ACCESS TO THIS BLACK PHOTO CORPORATION ONLINE SITE (THE " WEB SITE") AND THE GOODS AND SERVICES PROVIDED THROUGH THIS THE " SERVICES") AND THE MESSAGES, INFORMATION, DATA, TEXT, SOFTWARE OR IMAGES, OR OTHER CONTENT FROM THIS WEB SITE (COLLECTIVELY THE "CONTENT"). IT EXEMPTS BLACK PHOTO CORPORATION ("BLACKS") AND OTHERS FROM LIABILITY AND/OR LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU MUST READ AND ACCEPT BEFORE USING THIS WEB SITE. THIS WEB SITE IS PROVIDED BY BLACKS SOLELY FOR THE LIMITED PURPOSES IDENTIFIED IN THESE TERMS AND CONDITIONS AND ITS USE BY YOU IS CONDITIONAL ON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF USE SET FORTH BELOW (THE "TERMS AND CONDITIONS").

1. Your Access to this Web Site
   By visiting or using this Web Site, including without limitation to (i) access, use, and/or download Content, (ii) send messages, information, data, text, software or images, or other Content to this Web Site, (iii) otherwise use, access or purchase any of the Services, or (iv) purchase any of the products available for sale through this Web Site (the "Products") you agree on your own behalf, and on behalf of any entity on whose behalf you may act, to accept and abide by these Terms and Conditions for each use of and each visit to this Web Site. If you do not agree to abide by these Terms and Conditions, do not use this Web Site.
   
   Blacks has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. Changes will be effective when notice of such change is posted at this Web Site. It is your responsibility to check these Terms and Conditions regularly to determine whether any changes have been made, please check these; Terms and Conditions frequently for updates by checking the date of the "Last Update" at the top of this document. If any term, condition or any change to these Terms and Conditions is not acceptable to you, you must discontinue your use of this Web Site immediately. Your continued use of this Web Site after any such changes are posted will constitute acceptance of those changes. These Terms and Conditions apply exclusively to your use of this Web Site and do not alter the terms or conditions of any other agreement you may have with Blacks (including your Blacks Account Agreement, if any).
   
   Blacks may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of this Web Site, including (i) changing the availability of, restricting access to, or imposing limits on any or all features or Services on, or links to, this Web Site (ii) adding, removing or changing any fees or charges for use of this Web Site or any features of this Web Site; (iii) removing, adding, modifying or otherwise changing any Content or Services on this Web Site. Blacks reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Web Site at any time without notice, but confirms that it has no duty to do so. Blacks and its service providers will also have the rights to terminate your use of this site that are set out below under the heading "Termination of Use".
   
   You agree to have these Terms and Conditions and any related information made available to you, and to otherwise have communications between you and Blacks occur, electronically.
   
   
2. Limited License
   You are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited license to display on your computer, print and download and use the Content of this Web Site only for informational purposes and for the purposes identified in the description and/or specific terms and conditions of use, if any, of each of the Services made available through this Web Site and solely for your own personal or internal company use. You may not modify any Content that you use. You must include with any display or copy of the Content its copyright notice (that is, the line at the bottom of this page). No other use is permitted.
   
   All rights not expressly granted by these Terms and Conditions are reserved to Blacks.
   
   
3. Restrictions:
   You may not:
   1. resell any Content; (excluding Products and Services that are purchased or licensed from Blacks pursuant to a Transaction Agreement (as described below).
      
      
   2. include any Content in or with any product that you create or distribute;
      
      
   3. copy any Content onto your own or any other website;
      
      
   4. use this Web Site or the Services in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, this Web Site or any Services, system resources, accounts, servers, networks, affiliated or linked sites, connected to or accessible through this Web Site (including without limitation uploading, posting or otherwise transmitting on this Web Site computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on this Web Site's infrastructure; or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Web Site or the Content in whole or in part);
      
      
   5. use this Web Site or the Services in a manner that infringes upon the legal rights of any other person (including privacy and personality rights, copyright, moral rights, and other intellectual property rights);
      
      
   6. use this Web Site or the Services in any data matching or data mining, including without limitation the collection or use of information about other users of the Services (including their email addresses) without their consent;
      
      
   7. use this Web Site or the Services in any manner that is unlawful (including by accessing this Web Site or the Services from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others;
      
      
   8. post any materials to this Web Site or the Services which would violate any of the restrictions set out in these Terms and Conditions;
      
      
   9. use this Web Site for commercial purposes or activities, including, without limitation:
      1. selling or offering to sell any goods or services;
         
         
      2. soliciting for advertisers or sponsors;
         
         
      3. conducting contests, gaming or gambling or offering prizes, awards or any other incentives to any person;
         
         
      4. displaying advertising or sponsorship banners, including those generated by banner or link exchange services;
         
         
      5. soliciting for donations; or
         
         
      6. use of unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
         
         
      
      
   10. use this Web Site or Services in any manner that may:
       
       • harm, threaten, harass, abuse or intimidate any other person in any way or involve materials that depict, promote, encourage, indicate, advocate or tend to incite the commission of a crime or other unlawful activities, violence, hatred, cruelty or discrimination against any individuals or groups, for any reason, or any act of cruelty to animals;
         
         
       • dilute or depreciate the name and reputation of Blacks, its Marks (as defined below) or its affiliates or associates;
         
         
       • interfere with any other persons' use and enjoyment of this Web Site, the Services or of the Internet generally;
         
         
       • result in the circumvention or breach of any user authentication, password, security or control measures regarding this Web Site or the Services or any other Internet resource or computer system;
         
         
       • result in the unauthorized access to other persons' Blacks Accounts and materials (including materials posted to this Web Site or in connection with any Services) or interference with any other person's use and enjoyment of this Web Site or any Services;
         
         
       • conceal or misrepresent the author or origin of any messages or communication, or that impersonate any person, or that falsely state or otherwise misrepresent an affiliation with any other person, including without limitation any Blacks representative;
         
         
       • disclose images of any person or private information about any person (such as names, telephone numbers, email addresses, postal addresses, social insurance number) without that person's permission.
         
         
       
       
   
   
4. Proprietary Rights
   This site and the Content are protected by Canadian and worldwide copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of this Web Site or the Content by any person may be a violation of trade-mark and/or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of this Web Site and the Services and to prevent any unauthorized copying of the Content.
   
   Certain names, graphics, logos, icons, designs, words, titles and phrases on this Web Site, including without limitation "Blacks^TM", "Blacks Online", "Blacks Centre^TM" and "Blackphoto.com^TM , constitute trade-marks, trade-names, trade dress and/or associated products and services of Blacks or its affiliates (the " Marks"), and are protected in Canada and internationally and their display on this Web Site does not convey or create any licence or other rights in the Marks. Any use of any of the Marks, in whole or in part, or of the trade-marks, trade-names, trade dress and/or associated products and services of any Blacks supplier or other third party that are accessible via the Web Site without prior written authorization of Blacks or such third party is strictly prohibited.
   
   Other trade-marks, trade names, trade dress and associated products and services mentioned on this Web Site may be the trademarks of their respective owners. The display of these trade-marks, trade names, trade dress and associated products and services on this Web Site does not convey or create any licence or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.
   
   
5. Linked Web Sites and Framing
   Certain links on this Web Site may take you to other web sites. Blacks provides these links only as a convenience. Blacks is not responsible for the content of any such linked pages. Blacks makes no representation or warranty regarding, and does not endorse, any linked web sites, the information appearing thereon or any of the products or services described. If you use these sites, you will leave this Web Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.
   
   Blacks welcomes links to this Web Site. However, you agree that if you link to this Web Site your website shall not:
   • create frames around any part of this Web Site or use other techniques that alter the visual presentation of this Web Site;
     
     
   • imply that Blacks is endorsing you or any other person, or your or such other person's products or services;
     
     
   • imply an affiliation between you or any other person, or your or such other person's products or services, and Blacks without the prior written consent of Blacks;
     
     
   • misrepresent the relationship of you or any other person with Blacks or present false, misleading or otherwise damaging information or impressions about Blacks or any of its products or services; or
     
     
   • contain materials that may be interpreted as distasteful, harmful, offensive, or inaccurate.
     
     
   
   
6. Privacy Policy
   Any of your personal information which Blacks collects via this Web Site or the Services is subject to the Black Photo Corporation Privacy Statement, which is incorporated by reference into these Terms and Conditions.
   
   
7. User Communications and User Submissions (solicited and unsolicited)
   All information that you provide through this Web Site or in connection with any Services, including your registration information (legal name and email addresses) must be true, accurate, current and complete. You must also contact Blacks with updated registration information promptly upon the occurrence of any change in such information.
   
   Blacks and its service providers will rely on the information you provide. You will be responsible for any and all loss, damage, or additional costs that you, Blacks or its service providers or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration information promptly upon the occurrence of any change in such information. Blacks may require a copy of a government-issued form of identification before making any changes to your registration information or payment information.
   
   Subject to any applicable law, the requirements of the Black Photo Corporation Privacy Statement, and any applicable contest rules and Transaction Agreements:
   
   

   any communications sent by or to you via this Web Site or otherwise to Blacks, whether solicited by Blacks or otherwise, are on a non-confidential basis (other than personal information which is covered under the Black Privacy Policy), and Blacks is under no obligation to refrain from reproducing, publishing or otherwise using them in any way or for any purpose. Blacks shall be free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trade-mark, patent, unfair competition, moral rights, or implied contract) and you hereby waive such moral rights in favour of Blacks as well as the right to receive any financial or other consideration in connection with such communication.
   
   Blacks does not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. The purpose of this Blacks policy is to avoid potential misunderstandings or disputes. Accordingly, please do not send any unsolicited ideas, suggestions or other materials ("Submissions") to Blacks.
   
   However, if you do send Submissions to Blacks or this Web Site you automatically grant to Blacks and its successors and assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Blacks or its successors or assigns, and you agree, represent and warrant that you shall waive all moral rights (including the right to be associated with the Submission) in the Submissions upon their submission to Blacks or this website.

   
   
8. Additional Terms
   Blacks is not obliged to monitor, screen, police or edit the use of the Web Site of the Services, including postings of materials to this Web Site, although Blacks reserves the right to do so in its sole discretion. Blacks will response it considers appropriate, in its sole discretion, if Blacks becomes aware of any inappropriate uses of the Web Site or Services, including without limitation uses that constitute copyright infringement.
   1. Fees and Charges, Availability, Prices, Misprints and Errors, and Orders
      You are responsible for paying all fees and charges associated with using this Web Site and the Services, including any applicable taxes. All amounts appearing on this Web Site are quoted in Canadian dollars.
      
      Blacks reserves the right to change the prices, fees and charges associated with this Web Site and the Services and the products available through this Web Site and the Services at any time and from time to time without any notice or any liability to you or any other person. Also, due to the popularity of some Products or Services, Blacks cannot guarantee that goods or services advertised on this Web Site will be available when ordered or thereafter. Blacks also reserves the right at any time to reject, correct, cancel or terminate any order. If you order Products or Services for which the price was incorrectly displayed, Blacks will provide you with an opportunity to cancel your order. If you order goods or services that are not available, Blacks will notify you by email. Blacks reserves the right to limit quantities licensed or sold.
      
      
   2. Specials/Promotions/ Sweepstakes/Contests
      From time to time Blacks may make contests available to the public or to registered users of this Web Site (including Blacks Account holders). All contests are governed by these Terms and Conditions, to the extent that they are applicable, and the specific applicable contest rules. By participating in a contest through this Web Site, you signify your agreement and acceptance of these Terms and Conditions and the applicable contest rules.
      
      
   3. Software Agreements
      As a convenience to Blacks members, Blacks may make third-party software available for download from or through the Web Site. All software available for download from or through the Web Site is owned or licensed by third parties, and the downloading and use of the software is subject to a third party software license agreement. Blacks has no control over or responsibility or liability for any software downloaded from or through the Web Site, and Blacks 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 Blacks arising out of, connected with, or relating to your downloading and use of any software.
      
      
   4. Transaction Agreements
      All transactions through the Website are governed by these Terms and Conditions and any specific applicable Transaction Agreement. By participating in a transaction through this Web Site, you signify your agreement and acceptance of these Terms and Conditions and the applicable Transaction Agreement.
      
      
   
   
9. Disclaimer
   BLACKS MAKES REASONABLE EFFORTS TO ENSURE THAT THE CONTENT IS ACCURATE AT THE TIME IT IS POSTED ON THIS WEB SITE, HOWEVER BLACKS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THIS WEB SITE (IN THIS SECTION 9, THE "WEB SITE" SHALL INCLUDE THE CONTENT AND THE SERVICES) AND YOU ACKNOWLEDGE AND AGREE THAT THIS WEB SITE (INCLUDING WITHOUT LIMITATION THE CONTENT AND THE SERVICES) IS PROVIDED ON AN "AS IS" AND AS AVAILABLE BASIS; AND THAT ANY USE OF OR RELIANCE ON THIS WEB SITE SHALL BE AT YOUR SOLE RISK.
   
   TO THE FULLEST EXTENT PERMITTED BY LAW, BLACKS AND ITS AFFILIATES, AGENTS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS OR REPRESENTATIVES ("BLACKS REPRESENTATIVES"), DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (I) ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (II) THAT THIS WEB SITE WILL MEET YOUR REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR COMPUTER OR RELATED EQUIPMENT, PHOTOGRAPH EQUIPMENT OR SOFTWARE; (III) THAT THE CONTENT IS ACCURATE, RELIABLE, AUTHENTIC, CURRENT, OR COMPLETE; OR (IV) THAT THIS WEB SITE WILL CONTINUE TO OPERATE, OPERATE WITHOUT INTERRUPTIONS OR BE ERROR-FREE.
   
   IN ADDITION, BLACKS MAKES NO REPRESENTATION OR WARRANTY THAT CONTENT AT THIS WEB SITE IS APPROPRIATE OR AVAILABLE FOR USE AT ANY LOCATIONS OUTSIDE CANADA. ACCESSING THE CONTENT FROM LOCATIONS WHERE THEIR CONTENTS ARE ILLEGAL IS PROHIBITED. THOSE WHO CHOOSE TO ACCESS THIS WEB SITE FROM OTHER LOCATIONS DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS.
   
   YOUR USE OF THIS WEB SITE INCLUDING ANY CONTENT, MATERIALS, DATA OR INFORMATION POSTED, SUBMITTED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS WEB SITE, 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 THIS WEB SITE, INCLUDING CONTENT AND MATERIALS POSTED OR SUBMITTED TO THIS WEB SITE. YOU ARE SOLELY RESPONSIBLE FOR PROVISIONING, CONFIGURING AND MAINTAINING ALL EQUIPMENT AND SOFTWARE YOU USE OR ALLOW OTHERS TO USE IN CONNECTION WITH THIS WEB SITE AND/OR THE SERVICES, INCLUDING ALL COMPUTERS AND RELATED EQUIPMENT, PHOTOGRAPHIC EQUIPMENT, AND SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR, AND BEAR ALL RISKS AND LIABILITIES ASSOCIATED WITH, ALL CONTENT AND MATERIALS YOU MAY USE OR ALLOW OTHERS TO USE IN CONNECTION WITH THIS WEB SITE, INCLUDING MATERIALS POSTED OR SUBMITTED TO THIS WEB SITE. YOU ARE SOLELY LIABLE AND RESPONSIBLE FOR ANY AND ALL CLAIMS AND DEMANDS MADE BY ANY OTHER PERSON ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO YOUR USE OF THIS WEB SITE, YOUR BREACH OF THESE TERMS AND CONDITIONS, YOUR VIOLATION OR INFRINGEMENT OF THE RIGHTS OF OTHERS, OR YOUR VIOLATION OF ANY APPLICABLE CIVIL OR CRIMINAL LAW. YOU ARE SOLELY RESPONSIBLE FOR THE MANNER IN WHICH THE MATERIALS YOU MAY USE OR ALLOW OTHERS TO USE IN CONNECTION WITH THIS WEB SITE, INCLUDING CONTENT AND MATERIALS POSTED OR SUBMITTED TO THIS WEB SITE, ARE USED BY OTHER USERS OF THIS WEB SITE. BLACK REPRESENTATIVES DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY REGARDING ALL SUCH MATTERS.
   
   BLACKS REPRESENTATIVES ARE UNDER NO OBLIGATION TO VERIFY THE IDENTITY OF BLACKS USERS OF THIS WEB SITE OR THE SERVICES. BLACKS AND ITS SERVICE PROVIDERS DO NOT CONTROL THE MATERIALS POSTED OR SUBMITTED TO THIS WEB SITE AND/OR THE SERVICES BY PERSONS OTHER THAN THEMSELVES AND DO NOT MONITOR, SCREEN, POLICE OR EDIT THOSE MATERIALS FOR COMPLIANCE WITH APPLICABLE LAWS OR THESE TERMS AND CONDITIONS. YOU MAY FIND SOME OF THE MATERIALS POSTED BY OTHER USERS TO BE OFFENSIVE, HARMFUL, INACCURATE OR DECEPTIVE. YOU SHOULD USE CAUTION AND COMMON SENSE WHEN USING THIS WEB SITE.
   
   THROUGH YOUR USE OF THIS WEB SITE AND/OR THE SERVICES, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH THIRD PARTIES. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. BLACKS REPRESENTATIVES ARE NOT PARTIES TO ANY SUCH TRANSACTIONS AND DISCLAIM ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.
   
   
10. Limitation of Blacks' Liability
    YOU AGREE THAT IN NO EVENT WILL BLACKS OR ANY BLACKS REPRESENTATIVES HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THIS WEB SITE TO YOU OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OR DAMAGES WHATSOEVER, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS, LOSS OF REVENUE, LOSS OF GOODWILL), ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THIS WEB SITE, THE SERVICES, THE CONTENT, ANY CONTENT OF ANY LINKED SITE, OR FAILURE OF SUCH SITES, (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH SITES OR CONTENT, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH SITES) EVEN IF BLACKS OR ANY BLACKS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.
    
    
11. Your Liability
    In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of this Web Site and the Services, and that you will comply with all laws that apply or may apply to your use of or activities on this Web Site and the Services or in respect of the Content. Blacks may investigate occurrences which may involve violations of such laws, and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations. Blacks reserves the right at all times to disclose any information (including your personal information, account information payment information and materials posted to the Web Site) regarding your usage of this Web Site or the Services (including any perceived violations of applicable law) as necessary to satisfy any law, regulation or governmental request.
    
    
12. Choice of law
    This Web Site is controlled, operated and administered by Blacks from its offices within the Province of Ontario, Canada. By accessing this Web Site, you agree that all matters relating to the access to, or use of, this Web Site shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws.
    
    Any dispute between Blacks and you or any other person arising from, in connection with or relating to this Web Site, the Content or the Services, these Terms and Conditions, any transaction through the Web Site or any related matters must be resolved before the Courts of the Province of Ontario, Canada sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the exclusive jurisdiction of those Courts in respect of any such dispute.
    
    Any claim or cause of action you may have arising from, in connection with, or relating to your use of this Website or any Services, these Terms and Conditions, any transaction through the Website or any related matters must be commenced in a court of competent jurisdiction in Toronto, Ontario, Canada within two (2) years after the claim or cause of action arises, after which time the claim or cause of action is forever banned, regardless of any statute or law to the contrary.
    
    
13. Termination of Your Use
    If you breach any provision of these terms and conditions, then you may no longer use this Web Site or the applicable Contents or Services that are made available through this Web Site. Blacks, in its discretion, shall determine whether these Terms and Conditions have been violated.
    
    Blacks or its service providers may at any time and for any reason, with or without cause, and in their sole discretion, immediately: (i) suspend or terminate (in whole or in part) your Blacks account or your authorization to use this Web Site and/or the Services; (ii) suspend or terminate and permanently delete and destroy any user ID, password, URL, IP address or domain name, or materials that you or others may have posted or submitted to this Web Site and/or the Services; (iii) remove from this Web Site and/or the Services and permanently delete and destroy any materials that you or others may have posted or submitted; (iv) restrict access to your account and the materials posted or submitted to this Web Site and/or the Services; and (v) bar you from any future use of this Web Site and/or the Services; all without any prior notice or any liability to you or any other person. You agree that upon the occurrence of any such event or if your use of the Web Site, Service or Content is otherwise terminated, then you shall have no right to receive a refund of any fees and charges previously paid by you for unused services, and that these terms and conditions will continue to apply and be binding upon you in respect of your prior use of this Web Site and/or the Services.
    
    Blacks and its service providers are not required to assess or otherwise determine the validity or legitimacy of any complaints or demands that they may receive regarding any materials that you may use or allow others to use in connection with this Web Site and/or the Services (including materials posted or submitted to this Web Site and/or the Services) before Blacks and its service providers take any remedial action that they consider, in their sole discretion, to be appropriate.
    
    
14. General
    These Terms and Conditions, along with each applicable Transaction Agreement, constitute the entire agreement between Blacks and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between Blacks or its affiliates and you with respect to this subject matter. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions or portion thereof to be unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect. Blacks failure to insist upon or enforce strict performance of any provision of these Terms and Conditions or any right shall not be construed as a waiver of any such provision or right. You and Blacks are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these terms and conditions or your use of this Web Site or any Services or Content.
    
    The provisions of these terms and conditions will enure to the benefit of and be binding upon Blacks and its service providers and their respective successors and assigns, and you and your heirs, executors, administrators, successors and personal representatives. You may not assign these terms and conditions or your rights and obligations under these terms and conditions without the express written consent of Blacks, which may be withheld in Blacks sole discretion. Blacks and its service providers may assign these terms and conditions and their respective rights and obligations under these terms and conditions without your consent.
    
    
15. Notices
    Notices or communications to Blacks in connection with these Terms and Conditions must be in writing and must be sent to Blacks by courier or regular pre-paid post to Blacks, 371 Gough Rd., Markham, Ontario, L3R 4B6 Attention: Director of Imaging, Chief Privacy Officer. Notices to you from Blacks may be sent by either email to the email address supplied for your account or by courier or regular pre-paid post to the postal address supplied for your account. Notices will be deemed to be received upon the earlier of: (a) two business days after deposit with a nationally recognized overnight courier; (b) ten business days after deposit in the U.S. or Canadian postal mail, provided that if there is a slow-down or other labour dispute which affects the delivery of a notice by mail then it will be deemed to be received by the receiving party at the actual time of delivery; or (c) in the case of e-mail notices to you, upon Blacks receipt of your express acknowledgement of receipt of email transmission.
    
    
16. Language
    The parties to these terms and conditions have expressly requested and required that these terms and conditions, and all other related documents, be drawn up in the English language. Les parties convenient et exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient rediges en anglais.
    
    If you have any questions regarding these terms and conditions, please contact us at president@blackphoto.ca.