Welcome to ShootProof. ShootProof is an online subscription service made available on a platform-as-a-service basis that enables photographers to exhibit, organize, store, sell, exchange, and share photographs via online galleries and portfolio websites. These Terms of Use set forth the terms and conditions pursuant to which photographers may access and use the ShootProof platform and our related services. Capitalized terms used herein and not otherwise defined shall have the respective meanings provided in Section 1.
Your access to and use of the Services is governed by these Terms and is conditioned upon your acceptance of these Terms. Accordingly, by accessing or using the Services you agree to be bound by these Terms. If you do not agree with these Terms, you may not access or use any of our Services.
If you are an individual using the Services on behalf of an Organization, then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” and similar terms refer to you and that Organization.
THESE TERMS OF USE CONTAIN AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. THESE TERMS OF USE ALSO CONTAIN OTHER LIMITATIONS ON YOU, INCLUDING LIMITATIONS ON OUR LIABILITY, CERTAIN RELEASES OF CLAIMS AND CERTAIN DISCLAIMERS, AND YOU SHOULD READ THESE TERMS CAREFULLY.
“Content” means any images and related data that is supported by ShootProof from time-to-time that you or your customers or users submit to the Services.
“Feedback” means any feedback from you or your employees or representatives related to your or their respective access to and use of the Services, including without limitation, feedback on features or functionality, usability, specifications, architectural diagrams, APIs and related information, software or hardware compatibility, interoperability, performance, bug reports, test results and documentation requirements, and may also include suggestions or ideas for improvements or enhancements to the Services.
“Offerings” means your Products, services, offerings, operations and other business activities.
“Order” means (i) an online order page, pricing page, fee schedule or similar website page on a ShootProof website or other related site or page that allows you to select any of the Services (e.g. selecting a specific subscription level or plan offered by ShootProof, selecting a tier or content volume, etc.), and/or (ii) any order form, invoice, statement of work, or other written agreement that is signed by the parties or electronically agreed to by the parties and which sets forth the particular Services to be provided by ShootProof.
“Organization” means an organization or entity that is subscribing to the Services and on whose behalf these Terms are being accepted and entered into.
“Products” means any photographic prints, photographic products, or other products or services offered by you to your customers and buyers via the Platform.
“Services” means, collectively, (a) access to and use of the ShootProof platform as described in these Terms; (b) any professional, training, technical, archive or other services provided by ShootProof as set forth in an Order or otherwise, and (c) any support services and related technologies, websites, applications, software, APIs and/or documentation that may be provided by ShootProof in its sole discretion for facilitating, maintaining and monitoring your use of the foregoing.
“Terms” means these Terms of Use.
“Third Party Services” means third-party websites, platforms, integrations, applications, tools, technology, information, documents, software, materials, information, content and/or services provided or submitted by third parties and integrated with or accessible via the Services.
“Third Party Technology” means any equipment and ancillary software, platforms and/or services needed for you to connect to, access or otherwise use the Services, including, without limitation, Internet access, desktop or laptop computers or other compatible devices, web browsers, browser extensions, etc.
“you”, “your”, and other similar terms means the photographer that is subscribing to the Services and accepting and entering into these Terms in connection therewith. In the case of Organizations subscribing to the Services, “you” and “your” and similar terms refer to that Organization as well as any employee or representative that is accessing and using the Services on the Organization’s behalf.
Subject to the terms and provisions of these Terms, ShootProof hereby grants you a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services on a platform-as-a-service basis, and in each case consistent with any written or electronic Orders or other agreement between you and ShootProof.
If you are an Organization, ShootProof also hereby grants you a non-exclusive, non-transferable, non-sublicensable right and license to permit your employees and representatives to access and use the Services for purposes of exercising your rights and performing your obligations hereunder, provided that you cause each employee and representative to fully comply with these Terms and each applicable Order, and provided further that you shall be fully responsible and liable for all acts and omissions of the those employees and representatives in relation to the Services and/or that, if performed by you, would constitute a breach or violation of these Terms or an Order.
ShootProof provides the Services subject to your compliance with all the terms, conditions, policies and notices contained or referenced in these Terms, as well as any other written or electronic Order or other agreement between you and ShootProof. In addition, when using the Services, you shall be subject to any posted guidelines, rules or documentation (if any) applicable to such services or materials that may contain terms and conditions in addition to those in these Terms (e.g. an Authorized Use Policy, the Seller Agreement). All such guidelines, rules or documentation are hereby incorporated by reference into these Terms.
To create or use a ShootProof account, you must be over 18 years of age. If you are under 18 years of age and desire to establish your own ShootProof account, please have your guardian contact us at support@shootproof.com to discuss permissible use options for minors. You must provide us true, accurate, current and complete information about yourself when you create your ShootProof account. If the information you provide is untrue, inaccurate, incomplete or outdated, or we have reasonable grounds to suspect it is, we reserve the right to suspend or terminate the Services. While multiple paid ShootProof accounts are permissible, you may only have one free ShootProof account at any given time. If we determine that you have multiple free accounts in violation of the foregoing or are otherwise not in compliance with these Terms, we may close your ShootProof accounts and delete all photographs in the accounts.
You are responsible for safeguarding and maintaining the confidentiality of your account information, including the password(s) and other account access and login credentials that you use to access the Services. You are responsible for any activities or actions under your respective password(s) and other account credentials, whether they are with ShootProof or a third-party service. You agree not to disclose your account access credentials to any third party. ShootProof cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify ShootProof immediately upon becoming aware of any breach of security or unauthorized use of your ShootProof account. ShootProof has the right to monitor use of the Services and all user access and login credentials. If you are an Organization, you are responsible for determining which of your employees and representatives are and shall be authorized to access your ShootProof account, and you are responsible for designating those employees and representatives as authorized users for purposes of your ShootProof account. Please note that each individual accessing the Services via your account is required to have separate account login credentials (i.e., sharing of user names or passwords is not permitted). You are responsible for all user logins occurring via your account.
If you are a U.S. resident, you have the option to sell products through the Services by using ShootProof Pay (our payment processing service). If you intend to use ShootProof Pay, you are required to agree to our Seller Agreement, which is currently located at https://shootproof.com/legal/seller-agreement-stripe, and which governs your use of the payment processing services. The applicable fees and charges for ShootProof Pay and electronic bank transfers are listed at https://shootproof.com/legal/shootproof-pay-fee-schedule, which may be updated by us from time to time. Please note that the Seller Agreement also contains additional terms regarding your ShootProof account and product sales occurring via ShootProof Pay, including payment terms, fund availability terms, payment set-off terms, and terms related to your liability and obligations for transaction chargebacks. If you are using ShootProof Pay and fail to abide by your Seller Agreement, we may suspend or deactivate your ShootProof account.
You are not required to use ShootProof Pay and may sell your products using other means acceptable to you and your customers (cash or check payment, online money transfer, etc.) You are responsible for obtaining all necessary permissions and consents from any third party payment processors you utilize (Paypal, etc.), and ShootProof assumes no responsibility or liability therefor.
You may access the Services under a free plan or paid subscription plan. Details of our particular plan offerings can be found on our website and the particular subscription plan governing your account shall be mutually agreed upon in an Order. Please note that the features and functionality of your particular subscription plan may change over time. We reserve the right to modify, revise, upgrade or limit the Services (and any portion thereof) for any reason and at any time. We also may (but are not required to) expand or enhance the Services by providing additional and expanded premium features that are in addition to our standard functionality in the general course of our development model and offering roadmap, and you may be required to pay additional costs if you desire to access and use those premium features. You understand that certain functionality and portions of the Services may only be available to certain customers and that not all functionality and portions of the Services may be available to all customers and all users. The particular features and functionality available to you will depend on your applicable subscription plan and the terms of your Order(s).
If you have a paid subscription, the pricing page (and any successor pages) pursuant to which you selected and subscribed to the Services shall be considered your Order for purposes of these Terms. Your payment to ShootProof will automatically renew at the end of the subscription period specified in your applicable Order (e.g. on the website page that sets forth pricing based on the subscription length) for the same duration as the prior subscription period, unless you cancel your paid subscription by submitting a cancellation form (located at https://studio.shootproof.com/v3/account/closeout) no less than three (3) calendar days prior to the end of your subscription period. The cancellation will take effect the day after the last day of your subscription period. Any cancellation notice submitted later than three (3) calendar days prior to the end of the then current subscription period will take effect at the end of the following subscription period.
We may change the price for paid subscriptions from time to time, and will communicate any price changes to you. Price changes will take effect beginning at the start of your next subscription/billing period that is thirty days’ following our notice of the price change. In other words, for monthly subscriptions, the price change will take effect beginning at the start of your next monthly billing cycle that is at least thirty days following the date of our price change notice, and for annual subscriptions, the price change will take effect beginning at the start of your next annual billing cycle that is at least thirty days following the date of our price change notice. By continuing to use the Service after the price change takes effect, you accept the new price. If you do not accept a price change, then you may either downgrade your account to a lower subscription plan tier or terminate your account, in each case by providing ShootProof with written notice at least thirty days’ prior to the effective date of the price change. If you elect to downgrade your subscription tier, the Service features and functionality available to your account will be reduced consistent with the lower subscription tier to which you are downgraded, and moving forward you shall only be responsible for the payment of fees based on that new lower subscription level.
We may sometimes in our sole discretion offer pricing discounts, promotions and incentives, the exact terms of which may vary and change over time and/or be applicable to specific promotions. We generally offer promotions to new customers only but we reserve the right to offer promotions to current customers on a case-by-case basis. Any terms and conditions applicable to promotions will be found on any promotion correspondence (e.g. in an email offering the promotion, in an advertisement for the promotion, etc.) and/or on our platform or web site. Please contact us if you have any questions about our promotions and terms and conditions applicable to the promotion. In no event we will provide a refund related to promotions.
Additionally, ShootProof also reserves the right to more frequently change, on a pass-through basis, any third-party fees at any point during the Term.
Subscription plans, whether free or paid, may be changed by you by entering into an Order with ShootProof (e.g. selecting an upgraded plan from our website plan pages).
If you choose to upgrade your paid subscription, you will be charged for the new paid subscription at the time of upgrade and we will credit any amounts pre-paid but un-used by you in connection with your prior subscription to the fee for the new upgraded subscription and you will be billed for fees not covered by the credited amounts. Please note that subscription upgrades will reset your applicable payment and renewal cycle. In other words, if you upgrade your subscription plan during the middle of your subscription term, your payment and renewal cycle will re-set and your new upgraded subscription plan will have a payment and renewal cycle that commences on the first day the upgraded subscription plan takes effect and continues thereafter in accordance with the new plan to which you have upgraded.
We may also sometimes in our sole discretion offer special pricing incentives pursuant to which you have the opportunity to renew your existing subscription plan mid-cycle at a lower price. These incentives are treated similarly to “upgrades” for purposes of these Terms and will result in your subscription term being re-set effective as of the date on which you accept the renewal offer. In this situation, we will credit any amounts pre-paid but un-used by you in connection with your prior subscription to the fee for the renewed subscription, and you will only billed for fees not covered by the credited amounts.
You also have the ability to downgrade your paid subscription plan. However, please note that downgrades do not take effect until your next billing cycle. For example, if you downgrade from one annual plan level to another annual plan level, the downgrade does not become effective until the next renewal date of your annual plan. For another example, you may not change from an annual billing and renewal cycle to a monthly billing and renewal cycle during the middle of your then applicable annual subscription term (and vice versa). If you elect to downgrade your paid subscription, we will not issue or grant any refunds or credits and the same billing and renewal cycle shall continue to apply until the end of your subscription term. Changes to downgrade your subscription plan will only take effect at the beginning of your next subscription renewal period (whether the next month or the next year).
Please note that the rules and requirements specified above set forth our general policies for photo plan subscription changes. Different terms may sometimes apply depending on the specific product and service offering you access and use. For instance, our music subscription plans currently offer broader flexibility with respect to subscription plan changes, including the ability to downgrade and/or cancel music subscription plans mid-cycle and receive credits for amounts pre-paid but unused prior to the downgrade and/or cancellation. If you have any questions or concerns regarding potential changes to your subscription plan, please contact ShootProof at support@shootproof.com and we will use reasonable efforts to respond as soon as practicable.
We may sometimes in our sole discretion offer a one-time free trial period on paid subscriptions. The free trial period will expire at the end of the particular time period specified in your Order governing the trial (e.g. a 14 day free trial will automatically expire after 14 days). Upon expiration of the free trial period, you will be offered the option to purchase a paid subscription. Should you choose not to subscribe to the paid subscription, your account will automatically convert to a free subscription and applicable Content storage limits will apply. This means Content stored in your account in excess of applicable storage limits will be automatically deleted and no longer capable of being retrieved. You may not create new accounts to use multiple free trials.
A valid credit card, bank account or other payment method will be required to receive the Services. ShootProof may bill you in advance in accordance with your Order or any applicable pricing schedule set forth on ShootProof’s website, including (to the extent applicable) automatically charging your credit card on file for Services to be provide during the upcoming payment period. In particular, you acknowledge and agree that ShootProof will automatically commence charging your credit card on file or otherwise processing payments without any further action required by you. Except for the money back guarantee described below in this Section 9 and except to the limited extent contemplated or permitted by Section 7 (Changes to Subscription Plans) (e.g., credits earned in connection with subscription upgrades and renewals), there will be no refunds or credits for partial months of paid Services. Additionally, please note that any amounts credited to your account will expire after one year if not used during that time period. You agree to be billed monthly, annually or at such other installments as set forth in an Order or as applicable to ShootProof’s standard Services, and hereby grant ShootProof the right to charge your credit card (or otherwise facilitate payment) with the payment information you have provided, including in advance and on a recurring basis. Billing and invoicing cycles may not be changed during the middle of your subscription period, and may only be changed in connection with subscription upgrades or with ShootProof’s written approval in connection with the renewal of your next subscription period not involving a subscription upgrade. You will reimburse ShootProof for any fees that ShootProof may be charged related to declined payments, and you will keep ShootProof informed of all changes to your billing information. All amounts invoiced hereunder are due and payable as specified in the applicable Order. Unpaid fees that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by applicable law, whichever is lower, plus all reasonable expenses of collection.
For paid subscriptions, ShootProof provides a 14 day money back guarantee. This means you may cancel your paid subscription within 14 days from your initial signup. After the initial 14 days of your paid subscription, we will not provide refunds of subscription fees that you have already paid to us whether as a result of a change of your paid subscription or termination of your paid subscription. Please note that this money back guarantee does not apply to customers who converted to a paid subscription after a free trial. If you participated in a free trial before electing a paid plan, we do not provide a 14 day money back guarantee.
ShootProof shall have the right and authority to monitor your use of the Services electronically to ensure compliance with the terms and provisions of these Terms. In addition, in the event that ShootProof has a reasonable belief that you are not in compliance with the terms or provisions of these Terms, then ShootProof shall have the right to audit your business, records and systems to ensure compliance with the terms and provisions of these Terms. ShootProof shall provide ten days’ notice to you and such audit shall not unreasonably interfere with your business operations. In the event that a violation of these Terms is found by ShootProof and such violation relates to an underpayment of fees, then, in addition to any other rights it may have, ShootProof shall invoice and you shall pay all underpaid fees plus interest at the rate of 1% per month plus the fees of such audit.
You may archive and store Content using the Services for a fee (“Archiving”). Archiving is paid for in arrears upon the end of each billing cycle. Archiving renews automatically at the end of each billing cycle unless (i) you fail to pay for any past Archiving, or (ii) all archived Content is deleted or moved back to un-archived status by you prior to renewal. Depending on when you delete your archived content within the billing cycle, you may be charged additional fees associated with the next billing cycle. Fees for Archiving will be prorated based on the amount of storage utilized by the archived Content during a billing cycle. Note that fees for Archiving may be changed on an ongoing basis at any time and at ShootProof’s sole discretion, including without limitation based on any fee increases implemented by our third party infrastructure and storage vendors. We charge a minimum fee for Archiving per billing cycle which we may change from time to time in our sole discretion. Please contact us if you would like to know the then-current minimum fee. Please note that Archiving is offered for convenience purposes only and we do not guarantee or warrant that any archived Content will always be available and will not be subject to inadvertent or unintentional damage, corruption, or loss. We do not back-up any archived Content and you are encouraged to back-up all of your Content separately. We may also place limits on, or assess additional fees based on, the amount of storage available for your archived Content, and excessive or non-standard use of the Archiving functionality may result in termination or suspension of your right to archive Content or may even result in termination of your Service account.
a. Product Sales. ShootProof is a platform that enables you and your customers and buyers to negotiate and complete transactions for the purchase and sale of Products. All such transactions are strictly between you and your customers and buyers, and ShootProof is not a party to those transactions. ShootProof does not provide, endorse, recommend or guarantee any of your Products that you elect to advertise or present through the Services. ShootProof shall not in any way be liable for the quality and delivery of Products that your customers and buyers purchase from you. Any disputes arising between you, on the one hand, and your customers and buyers, on the other hand, with respect to Products are solely between you and those customers and buyers, and ShootProof assumes no reasonability and disclaims all liability therefor.
b. Fulfillment and Refunds. You agree to fulfill all Product orders in accordance with these Terms (including the Seller Agreement covering your access to and use of ShootProof Pay (to the extent applicable)) at the time of the applicable order. It is your responsibility to fulfill all customer and buyer orders within a reasonable time of the placement of the order. ShootProof shall notify you electronically within 24 hours of orders being placed. Your buyers and customers are responsible for paying you directly for their applicable ordered Products, whether through the Services or through other means mutually agreed upon by you and your buyers and customers (e.g., direct cash payment, etc.)
c. Contract Templates. ShootProof may provide form purchase orders, purchase or services agreements, release or waiver agreements, or other similar agreement forms and contract templates for you and your customers and buyers to document your relationship. These templates are provided for convenience and reference purposes only and ShootProof makes no representations or warranties regarding the legality, suitability, correctness or appropriateness of any such templates. Please review all templates closely prior to using them. We recommend that you and your buyers and customers should obtain separate legal advice regarding the templates prior to using them. In certain cases, additional legal terms and conditions may apply to your use of the templates made available via the Services. Please note that you and your buyers and customers may utilize different contracts and documents in connection with your transactions in lieu of any templates made available via the Services. It is not a requirement that you must use our templates in orders to carry out the transactions, and you use our templates at your own risk. Whether you use our templates or your own contracts and documents, you are required to have a contract or formal written agreement with your clients and buyers, including terms that protect ShootProof consistent with the terms of these Terms of Use.
d. Product Return Policy. You are responsible for determining your own return and refund policy for Products you sell through the Services. We are not responsible for ensuring the return of any Products or enforcing your return policies.
e. Lab Fulfillment and Charges. You have the option to use ShootProof Partner Labs to fulfill orders for Products sold through the Services. In the alternative, you can also self-fulfill orders with the lab of your choice outside of our Services. The cost for each ShootProof Partner Lab-fulfilled item will be visible in a ShootProof Partner Lab price sheet, and you will have the ability to sell each ordered Product to your customers for any price that you choose. The prices in the ShootProof Partner Lab price sheet may be adjusted from time to time by the ShootProof Partner Labs. ShootProof will use reasonable efforts to provide you with timely notice of any such pricing changes and it is your responsibility to adjust your own Product prices accordingly. When you use a ShootProof Partner Lab to fulfill an order, you will be responsible for payment of the fees and costs assessed by the ShootProof Partner Lab and any associated shipping for that order. The total lab fees and shipping costs (as noted in the ShootProof Partner Lab price sheet applicable at such time) may be deducted via the Platform from the total amount collected from the buyer or customer for the order (if you use ShootProof Pay) or assessed against the credit card or other billing mechanism associated with your account (if not using ShootProof Pay). ShootProof Partner Lab fulfillment costs and fees will only accrue (i) when you have confirmed that the particular order will be sent to the ShootProof Partner Lab based on selecting ‘Send to Lab’ on the order page, or (ii) based on your general settings for ShootProof Partner Lab order submissions and approval. In the event that there is not enough money collected from the buyer’s applicable order to cover the lab and shipping costs, you will be charged the difference in the amount collected from the buyer for the applicable order and the costs associated with the order, and you hereby authorize ShootProof to use available funds in your ShootProof account or to otherwise charge your credit card as necessary to pay for the balance of the costs. If you use ShootProof Pay but there are not enough funds in your ShootProof account to pay the balance, you hereby authorize us to charge your credit card linked to your ShootProof account for the unpaid costs (plus any applicable credit card processing fee if ShootProof Pay is used for such charge). All charges will be visible to you in detail prior to confirming the order and submitting it to the ShootProof Partner Lab which will trigger the actual charge. All ShootProof Partner Labs are third party vendors. If you believe a ShootProof Partner Lab has improperly or incorrectly fulfilled an order, please contact support@shootproof.com within thirty (30) days of date of delivery. ShootProof will discuss the concern with you and, depending on the circumstances surrounding the order, may in its sole discretion reprint the item, or, refund your money. Please note that this return policy only applies to orders fulfilled via ShootProof Partner Lab that involve material lab errors, and does not apply to any transactions between you and your buyers and customers generally, or to orders fulfilled via third party labs.
You agree not to misuse the Services. For example, you agree not to, directly or indirectly do or attempt to do or encourage or permit any third party to do any of the following:
You understand and agree that uploading and downloading of any Content through the Services are done at your own discretion and risk. You acknowledge that it is your ultimate responsibility to protect and secure your Content, even if we offer features that assist you in doing so. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services and your Content, including copyright laws and data privacy laws. We reserve the right to immediately suspend or terminate your account, or delete Content within your account, without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the Services. Unless otherwise expressly agreed to the contrary in an Order, we also reserve the right to at any time establish a maximum amount of memory or other computer storage allocated to your account and a maximum amount of Content that you may store, post, collect or transmit on or through the Services, and we may at any time and without advance notice to you delete Content within your account that is in excess of such maximum amounts. This description of prohibited conduct is not intended to be exhaustive, and ShootProof has sole discretion to determine what constitutes prohibited conduct in relation to the Services.
You agree that, at all times during the Term, you shall: (i) perform those tasks and assume those responsibilities specified in any Order; (ii) upon ShootProof’ request, make available to ShootProof personnel familiar with your business requirements related to the Services; (iii) reasonably cooperate with ShootProof regarding the Services: (iv) provide true, accurate, current and complete information about you as prompted by ShootProof’s forms and in any other related document or agreement; (v) maintain and update your information to keep it true, accurate, current, and complete; and (vi) (If you have a free subscription) access and use your account at least once per calendar quarter. Each Order shall also contain any assumptions you have with respect to the Services and/or additional responsibilities required of you for ShootProof’s performance of the Services. You understand that ShootProof’s performance is dependent on your timely and effective satisfaction of all of your responsibilities hereunder and timely decisions and approvals by you. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, ShootProof reserves the right to terminate your use of the Services and withdraw any offer or agreement.
You represent and warrant: (a) these Terms: (i) have been authorized by all necessary actions, (ii) do not violate the terms of any applicable law or court order to which you are subject or the terms of any material agreement to which you or any of your assets may be subject, and (iii) will not breach any contractual right of, or obligation to, any third party and are not subject to the consent or approval of any third party; and (b) these Terms are the valid and binding obligation of you, enforceable against you in accordance with its terms.
You shall be responsible for obtaining, installing and maintaining all Third Party Technology. You shall also be responsible for maintaining the security of the Third Party Technology, accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of any of such accounts or the Third Party Technology with or without your knowledge or consent. In order for you to make full use of the Services, it may be necessary for you to use particular Third Party Technology and you shall be responsible for procuring and maintaining such Third Party Technology and complying with any requirements related thereto. If you are unable to access all or part of the Services because you do not have access to any necessary Third Party Technology, this shall not constitute a breach of these Terms by ShootProof and ShootProof shall not be liable for any loss, damage or expense which may result from your inability to access the Services.
ShootProof assumes no responsibility or liability for any of your Offerings, including, without limitation, (i) that use of the Services by you shall comply with all applicable laws, and (ii) your services to any of your end clients or customers. You are solely responsible for providing and delivering the Offerings to your clients and customers, and resolving all disputes with such clients and customers. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SHOOTPROOF SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY OF YOUR OFFERINGS AND ANY CLAIMS, ISSUES, MATTERS OR OTHER INTERACTIONS WITH ANY OF YOUR CLIENTS OR CUSTOMERS.
You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of Services, or any software or other product provided under these Terms, excluding any taxes based on net income payable by ShootProof. If you are exempt from paying any sales, use or other taxes, you must provide ShootProof with appropriate evidence of tax exemption for all relevant jurisdictions.
ShootProof currently supports and enables the submission of Content on or through the Services in JPEG file format only (and PNG for gallery logos). Additional file formats may be supported and enabled in the future in ShootProof’s sole discretion. ShootProof does not claim ownership of any Content that you post on or through the Services. Instead, you hereby grant to ShootProof a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, copy, store, modify, distribute, publish, and process the Content that you provide through the Services solely for purposes of providing or improving the Services (including vendor order fulfillment services). You acknowledge and agree that your relationship with ShootProof is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place ShootProof in a position that is any different from the position held by members of the general public.
You are and shall be solely responsible for all Content that you submit, provide or upload to the Services, including the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all such Content. You represent and warrant that: (i) you own the Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) the posting and use of your Content on or through the Services does not violate any applicable laws or regulations; (iv) the Content shall not include offensive, harmful, fraudulent, false and/or abusive language or content, including without limitation: obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech), and shall not be encrypted or contain viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information; and (v) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Services.
You are responsible for obtaining any permissions or consents required, as well as proper release documentation from any person whose image or other personal data is posted or submitted by you through the Services. If the Content contains identifiable individual(s) under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you upload, display or publish an image that contains the likeness of an identifiable individual under the age of eighteen (18), we strongly encourage you not to include any identifying information (such as the individual’s name or address) with such Content.
You are responsible for the security and protection of your Content. While Shootproof may offer certain features and tools that can assist with these efforts (e.g. watermarks), we do not guarantee their effectiveness and you are required and obligated to take any additional or separate actions to protect and secure your Content while using the Services. Shootproof is not, and shall not be, liable in the event any third party accesses or uses your Content.
While ShootProof does not and cannot review all Content provided to it, and
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