Terms and Conditions of

Miller’s + Mpix Loyalty Program

I. The Program. The Program has been established to enable its Members to earn ten percent (10%) commissions on orders they refer to Mpix Website. Eligibility to become a Member, how commissions are earned and paid, certain restrictions thereto, and all other terms and conditions of the Program are set forth herein and on the Program Website (collectively “Terms and Conditions”). By participating in the Program, each Member agrees to the Terms and Conditions.

II. Definitions. As used herein, certain terms will have the following meaning:

A. Miller’s. “Miller’s” refers to Miller’s, Inc., a Kansas corporation, and any successors or assigns.

B. Miller’s Related Parties. Any and all affiliates, successors, assigns, officers, directors, employees, agents, attorneys, collectors, or other individual or entity acting through, by or on behalf of Miller’s.

C. Program. The “Program” means the “Miller’s + Mpix Loyalty Program,” as established by Miller’s, subject to the Terms and Conditions, as the same may be amended at any time and from time to time.

D. Member. A Member is a person or entity who has satisfied the eligibility requirements to participate in the Program, and is currently participating therein.

E. Customer(s). A “Customer” or “Customers,” unless otherwise designated, is a customer, or are customers, of a Member.

F. Mpix. Mpix is a copyrighted term for Miller’s photo lab located in Pittsburg, Kansas, from which Customers can order various Miller’s products and services.

G. Mpix Website. “Mpix Website” means Mpix.com, unless otherwise designated.

H. Shared Album. “Shared Album,” sometimes also known as “Mpix Shared Album,” is the location on the Mpix Website where a Member’s Materials, including a Customer’s digital image files, are uploaded so as to permit such Customer to review his or her images, and to enable such Customer to purchase Mpix products and services.

I. Dashboard. “Dashboard” is the location on the Miller’s Professional Imaging website where Member’s may view the Member’s Program account activities, including commissions earned, and payments and charges to the Member’s account.

J. Net Sales Price. “Net Sales Price” for purposes of determining commissions earned by a Member means gross sales price for a purchase by a Customer with respect to Materials on Customer’s Shared Album, less discounts, credits, returns or allowances. Transportation, taxes and governmental charges are not considered, if paid directly by the Customer. If Miller’s pays the same, then they are deducted from the gross sale price invoiced in calculating the Net Sales Price.

K. Materials. “Materials” means a Customer’s digital image files and any other materials the Member forwards for use in a Shared Album.

III. Program Eligibility. A prospective Member is eligible to participate in the Program by complying with the following:

A. Sign-up Procedure.

1. The prospective Member must have a Miller’s Professional Imaging account.

2. The prospective Member provides Miller’s with a completed and accurate IRS Form W-9. Miller’s may verify the accuracy of this completed form with the IRS. This form may be found on the Miller’s Professional Imaging website.

3. The prospective Member must provide Miller’s written authorization to permit ACH deposits directly into Member’s account for commissions earned and for debit charges in the event of errors or adjustments in prior credits. This written authorization may be found on the Miller’s Professional Imaging website.

B. Acceptance of Terms. The prospective Member must read and acknowledge the Terms and Conditions and accept and agree to be bound by the Terms and Conditions by signing at the end of this document.

C. Residency Restrictions. Membership is not currently available for Illinois residents.

D. Member Obligations. A Member has no obligations with respect to membership in the Program, other than those set forth in this Agreement, or in any other agreement with Miller’s.

IV. Access to Program.

A. Members Access.

1. A Member is given a URL portal to upload its Materials to the Shared Album.

2. The Member is also given a unique, auto-generated URL to give to a Customer for access to such Customer’s Shared Album. The Member is authorized to provide a Customer with this URL through personal contact, regular mails, the Member’s own emails, Facebook page, Twitter account, Google Plus, or other media; provided, however, the Member is not authorized to provide a Customer with direct links to the Shared Album on its own website or any other electronic media.

B. Customer’s Access.

1. A Customer uses its Shared Album through the URL provided by the Member.

2. A Customer must have an Mpix account to save images from the Shared Album.

3. Images from the Shared Album may be used on any product available through the Program Website.

4. A Customer purchases products through normal Mpix Website ordering process.

5. A Customer will not be able to purchase digital files of the Materials in the Shared Album. Moreover, the Materials in a Customer’s Shared Album account will be deleted if a purchase is not made within ninety (90) days following the posting of such Materials to such Customer’s Shared Album.

V. Commissions.

A. Earning Commissions. A Member earns commissions when a Customer orders Mpix product(s) or service(s) (a “Purchase” or “Purchases”) through the Mpix Website, using the Shared Album to which the Member’s Materials are located. The commissions are calculated by applying the commission rate of ten percent (10%) against the aggregate Net Sales Price on all Purchases. However, the Member earns no commissions on a Customer order using the Customer’s own materials, that is, Customer’s own digital file images, uploaded by Customer. Moreover, a Member earns no commissions on its own orders, that is, no commissions are earned if a Member, either directly or indirectly, orders a product or service through the Mpix Website from a Shared Album or from any Miller’s website.

B. Payment of Commissions. Commissions are deposited in a Member’s account through ACH/direct deposit during the first part of each month with respect to Customer purchases during the prior month. Such deposits may reflect charges due to Customer returns, credit card charge reversals, or other charges. If such charges exceed commissions earned for any monthly period, Member agrees that Miller’s may debit Member’s bank account for such excess pursuant to its ACH debit authorization. Statements of accounting for such earning, charges and deposits will be posted to the Member’s Dashboard.

VI. Member’s Materials.

A. Limited License. Member grants to Miller’s and Miller’s accepts the right and license to store and use Member’s Materials for display in the Shared Album and to create products for Customers and for such other uses as is contemplated under the Terms and Conditions, the Program, in connection with the Mpix Website, or otherwise. Miller’s may move, edit or delete the Materials in any manner which it deems reasonable, in its sole determination, including any action taken as a result of the submission of any Materials it deems objectionable or in breach of the Terms and Conditions. Member is solely responsible for obtaining all licenses and permissions required, including parent or guardian permissions with respect to images of minors, for Miller’s to use, display or access the Materials in all manner and methods contemplated under the Terms and Conditions, the Program, in connection with Mpix Website, or otherwise. Miller’s acknowledges, however, that the Member is not granting a perpetual or exclusive license to use the Materials, but such grant of use or license is limited as provided herein.

B. Member’s Representation and Indemnity. The Member is solely responsible for any legal matter arising out of or in relation to its Materials. The Member represents and warrants to Miller’s that it has full authority to provide and use the Materials as contemplated by the Terms and Conditions, the Program, or in connection with Miller’s Website, and that Miller’s use thereof in accordance therewith will not violate any copyrights, trademarks, tradenames, trade secrets, rights of privacy, rights of publicity or other proprietary rights of any third party. Member also further warrants that the Materials do not contain any matter that is threatening, defamatory, vulgar, hateful, obscene, racial, or in any manner may cause injury or result in damage to any third party, and that the Materials do not contain any matter that is false or deceptive, or that in any manner pawns off, or harms, or diminishes Miller’s own materials, its reputation and goodwill. Member warrants and represents that any and all transactions by Member in relation to the Program shall be and do, in fact, constitute business or commercial use, and not personal, family, or household use. Member further warrants and represents that Member conducts a photography business for-hire, or a related or other commercial enterprise, and that all commissions hereunder may only be earned or paid based on Member’s commercial or business pursuits. Member warrants and represents that Member shall not use the Program or, in relation thereto the Mpix Website or other Miller’s websites, for personal, family, or household transactions. Member does hereby agree to defend, indemnify and hold harmless Miller’s and Miller’s Related Parties, from and against any and all third party claims, causes of action, liabilities, damages, costs and expenses, including attorney’s fees, arising out of, or related to, any facts or alleged facts which, if true, would constitute a breach of any one or more of the representations and warranties contained in this paragraph, or arising out of, or related to any conduct, or omission, of Member, whether or not negligent or intentional.

VII. Disclaimer of Warranty. Neither Miller’s nor Miller’s Related Parties shall have any liability whatsoever for any claim relating to any Customer’s inability to view or access or the use of Mpix Website or any contents thereon, or the Shared Album. THE PROGRAM WEBSITE OR ANY CONTENTS LOCATED THEREON, OR SHARED ALBUM, AND ANY SERVICES OR SALES PROVIDED ON IT OR THEM ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. NEITHER MILLER’S, NOR MILLER’S RELATED PARTIES, MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED UNDER THIS AGREEMENT, THAT THE DISPLAY OF MEMBER’S MATERIALS UNDER THIS AGREEMENT WILL BE UNINTERRUPTED, OR THE ABILITY OF ANY CUSTOMER OR OTHER INTERNET USER TO ACCESS THE PROGRAM WEBSITE, OR ANY OTHER WEBSITE OF MILLER’S OR MILLER’S RELATED PARTIES, OR ANY CONTENTS THEREON, OR SHARED ALBUM WILL BE ERROR FREE.

VIII. Limitation of Liability. MILLER’S AND MILLER’S RELATED PARTIES’ ENTIRE LIABLITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM FOR DAMAGES RELATING TO THIS AGREEMENT WHICH ARE MADE AGAINST THEM, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) SHALL BE LIMITED TO THE AMOUNT OF COMMISSIONS EARNED BY A MEMBER DURING THE TERM OF THIS AGREEMENT WITH SUCH MEMBER. IN NO EVENT WILL MILLER’S OR MILLER’S RELATED PARTIES BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT, OR RELATING IN WHOLE OR IN PART TO MEMBER’S RIGHTS OR ITS CUSTOMER’S RIGHTS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

IX. Amendments and Termination.

A. Amendments to Program. The Terms and Conditions may be modified or terminated by Miller’s in part or in whole at any time, from time to time, for any or no reason, with or without notice to existing or prospective Members. Any such modifications, or the fact of termination, shall be made available by Miller’s upon written request of a Member. It is Member’s responsibility solely (and not Miller’s) to inquire or learn of any such modifications or termination.

B. Termination of Membership by Miller’s. A Member’s eligibility to participate in the Program may be terminated at any time a Member is determined by Miller’s, in its sole determination, to be in breach of any of the Terms and Conditions.

C. Termination by Miller’s. Notwithstanding the foregoing, Miller’s may terminate this Agreement with Member for any reason, or no reason, immediately upon the delivery of notice of termination to Member.

D. Obligations Upon Termination. Upon any termination of this Agreement, Miller’s shall, within a reasonable period of time, remove Member’s Materials from the Program Website, Shared Album, or on any other website owned by Miller’s. SECTIONS VI, VII, VIII, IX, XIV, and XV SHALL SURVIVE ANY TERMINATION OF MEMBERSHIP OR THIS AGREEMENT.

X. Agency. The parties to this Agreement are independent contractors. No Member is an agent, representative or partner of Miller’s. Neither any Member, nor Miller’s or Miller’s Related Parties, shall have the right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability on any party.

XI. Assignment. No Member may assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without Miller’s prior written consent, and any attempt to so assign or transfer will be null and void.

XII. Notices. All notices under this Agreement must be given in writing to Miller’s, c/o Paul Rotter, at 1712 East Pointe Dr., Columbia, MO and to a Member (a) in writing at the Member’s last known address provided to Miller’s, (b) via email, facsimile, or other electronically transmitted communications directed to the intended recipient, or (c) at such other addresses as the parties may mutually agree.

XIII. Entire Agreement. This Agreement, including any and all exhibits, comprises the entire understanding between Miller’s and each Member with respect to, and supersedes any prior understanding or agreement, oral or written, relating to, the subject matter of this Agreement.

XIV. General Provisions. Except as provided below, this Agreement will be governed by and construed under the laws of the State of Kansas, USA, and any dispute arising from or relating to this Agreement shall be resolved only in the District Court of Crawford County, Kansas, or in the U.S. District Court, District of Kansas, located in Kansas City, Kansas, and the parties hereto consent to the jurisdiction thereof. Should any provision of this Agreement be held void, invalid, unenforceable or illegal by a court of law, the remaining provisions will remain valid and enforceable. Failure to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

XV. Arbitration. With respect to any claim, controversy, dispute, breach or other issue under or related to this Agreement or the Program (“Claim”) between Member, on the one hand, and either Miller’s or Miller’s Related Parties, on the other hand (individually a “Party,” or “Claimant,” and collectively the “Parties”), the Parties agree to waive the right to litigate any Claim in court, and instead, agree as follows: (1) any Claim shall be settled, resolved, and/or determined by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, (2) alternatively the Parties may agree in writing to any alternate form and forum for arbitration, or may agree to submit to mediation in lieu of, or in addition to, arbitration, and further agree that one arbitrator shall be used unless the Parties agree otherwise in writing, (3) the Claims include those involving any person, party, or entity acting by, for, or on behalf of either Party, including but not limited to attorneys, collectors, or others, (4) the place of arbitration shall be Jackson County, Missouri or Johnson County, Kansas, (5) the Federal Arbitration Act (9 U.S.C. §1, et. seq.) (the “FAA”) shall apply and constitute the governing law with respect to this arbitration provision and this Agreement, and shall be applied in determining all disputes and all issues arising under or related to this Agreement or arbitration, and state law shall not govern except to the extent not covered by the FAA, (6) all questions of arbitrability shall be determined by the arbitrator, and not by a court, (7) Member waives any right to participate in, assert, or pursue any Claim as representative, or participate in a class action against Miller’s or Miller’s Related Parties, and Member waives the right to join or consolidate Member’s Claim with any other’s Claim in arbitration, (8) any demand for arbitration must be made within a reasonable time after the Claim, dispute or other matter in question arose, and in no event more than two years after the Claimant knew or should have known of the controversy, Claim, dispute or breach, (9) failure to bring a Claim under this arbitration provision constitutes a waiver of any and all rights to make or assert any Claim, (10) the Parties shall share the cost of arbitration equally, (11) following ruling in arbitration, either Party may pursue confirmation of the award in a court of competent jurisdiction, (12) nothing herein prevents use of a court to obtain an injunction or any other prejudgment or provisional action or remedy, if appropriate, and any such action will not waive the moving Party’s right to compel arbitration of any Claim.