Client Terms and Conditions

Comprehensive Review and Acceptance

By registering as a user or utilizing our platform, you acknowledge and accept these terms and conditions in full. These terms legally bind you; if you do not agree with them, please refrain from using our platform.

Terms Overview

These Terms and Conditions define the agreement between our service (referred to as “we,” “us,” or “our”) and you, the client, when using our website and software platform for booking photography sessions with registered photographers. Your use of the platform also subjects you to any applicable work orders.

Changes to Terms

We reserve the right to modify these terms at our discretion. Regular review of these terms is advised, as continued use of the platform signifies acceptance of any changes.

Client-Platform Relationship

These terms outline your rights to use our platform and any associated obligations, including potential fees.

Photographers are independent contractors utilizing the platform to offer and perform services. We are not involved in the specifics of their work or agreements with clients.

Work Orders are governed by standard terms, modifiable through the platform or by mutual agreement between you and the photographer.

We do not engage in Work Order agreements, which are exclusively between you and the photographer.

We neither employ nor are responsible for photographers or clients. Each party is accountable for their actions and those of their employees, agents, and subcontractors.

If a third party manages photographers on your behalf, they act as your agent. You remain accountable for all obligations, including breaches by this third party.

Photography Session Guidelines

Only designated photographers are permitted to take session photos. Unauthorized photography by others may result in session termination, forfeiture, and future platform access restrictions.

Scope of Photographic Works

All photographic works created during sessions booked through our platform are governed by these Client Terms.

Photographer Information Validation

We do not perform comprehensive verification of the skills, qualifications, background, or other information provided by photographers on our platform. Consequently, we cannot guarantee the validity or accuracy of the information they provide. As a client, your engagement with photographers and agreement to work orders is carried out at your own risk.

Work Order Details

Standard Work Order

Clients are expected to comply with the terms of the standard Work Order unless modifications are agreed upon. Any changes to these terms must be mutually agreed upon by both the client and the photographer, in writing, and are subject to the conditions outlined below.

Custom Work Order

Clients and photographers have the flexibility to modify specific terms of the Standard Work Order. Such modifications require written agreement from both parties to be valid.

Mandatory Work Order Terms

Certain terms within the Standard Work Order are mandatory, especially those that:

  • Benefit our platform.
  • Are in contradiction with this agreement or the Photographer Agreement.
  • Conflict with any of our current advertising or promotional activities at the time of the client’s booking.

These mandatory terms are non-negotiable and cannot be altered without our explicit written consent.

Management and Use of Client Data

Client Profile and Data Responsibility

Our platform enables clients to create profiles and book photography sessions. The information, text, data, and content submitted, stored, or used by clients on the platform, including all Work Order details (collectively, “Client Data”), remain the client’s property. Clients bear full responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of their Client Data, including intellectual property rights.

Usage Rights Granted to the Platform

By using our platform, clients grant us a royalty-free, global, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform, and display their Client Data. This is solely for the purpose of operating and promoting the platform and our related business activities. We will utilize personal information within Client Data only for providing, enhancing, and personalizing the platform experience, adhering to our Privacy Policy. Once de-identified, we may use this data for broader purposes, including marketing and advertising.

Ownership and Update of Work Order Information

Clients are required to input and update information and data on the platform for managing and tracking the status of Work Orders. All such Work Order information is owned by the respective client.

Photographer Compensation and Platform Fees

Payment Process for Photographers

Photographers who complete work for a client under a Work Order via our platform will receive their payment through the platform, representing the client. This ensures a streamlined and secure transaction process.

Fee Structure for Platform Usage

We charge a fee for using our platform, applicable upon the completion of a Work Order. When a client hires a photographer through our platform, the photographer agrees to pay us a predetermined percentage of the agreed fee in the Work Order. This fee, up to 40% of the total amount payable to the photographer by the client, is deducted directly from the payment due to the photographer. Note that our fee rates are subject to change at our discretion, and using our platform indicates acceptance of the most current pricing.

Financial Obligations Post-Work Order Completion

Upon a client’s approval of a completed Work Order and our facilitation of the payment to the photographer, we have no further financial obligations related to that specific Work Order. Refunds or warranty claims related to services under the Work Order are the responsibility of the photographer who received payment.

Platform Access Rights

We reserve the right to suspend or terminate a client’s access to the platform as necessary to protect our rights and interests, in line with these Client Terms.

Handling of Additional Taxes

Should any jurisdiction impose additional taxes on payments made to us (excluding taxes on our income), our fees will be adjusted to cover these Taxes. This ensures that the net amount we receive is equivalent to the full fee or payment obligation that would have been payable under these Client Terms, without such tax deductions or withholdings.

Tax Reporting Responsibilities and Obligations

Tax Documentation for Photographers

In an effort to assist our registered clients, we will provide U.S.-based photographers with annual 1099 tax forms, as mandated by the Internal Revenue Service. This service applies to photographers who are U.S. residents and have earned net fees exceeding $600 from work completed in the United States through work orders on our platform.

Client’s Tax Responsibilities

Clients are responsible for fulfilling all tax payment and reporting obligations as required by the laws of their jurisdiction. This responsibility pertains to payments made to photographers for services rendered through work orders completed on our platform, except as otherwise noted in Section 6.1 of our terms.

Data Security Measures and Responsibilities

Ensuring Data Security

We are committed to employing reasonable efforts to safeguard the security and maintain the integrity of all data provided by clients while using our platform. This includes implementing measures to protect against unauthorized access, alteration, disclosure, or destruction of your personal information, transaction data, and data stored on our platform.

Client’s Security Responsibilities

As a client, you are responsible for maintaining the confidentiality and security of your account’s usernames and passwords. It is crucial to ensure that access details to the platform remain secure to prevent unauthorized use.

Reporting Security Breaches

In the event of any security breach or compromise of your account information, you agree to inform us promptly. Timely notification allows us to take appropriate measures to protect your account and mitigate any potential adverse effects.

By adhering to these security protocols, we strive to provide a secure and reliable platform experience for all our clients.

Confidentiality and Information Protection

Definition of Confidential Information

In the course of using our services, both our company and clients may exchange information that is technical, financial, or business-related and considered confidential or proprietary. Such Confidential Information is either explicitly marked as such or verbally identified as confidential when disclosed.

Obligations to Protect Confidentiality

We are committed to maintaining the strict confidentiality of all Confidential Information received from clients, and we expect the same from our clients regarding information they receive from us. This information is to be used solely for fulfilling obligations and exercising rights under these Client Terms. Disclosure is limited to employees, agents, or advisors who need to know this information and are bound by similar confidentiality obligations. All parties are expected to protect Confidential Information with a degree of care that is no less than the care used to protect their own confidential information.

Limitations on Confidentiality

The confidentiality obligations outlined do not apply to information that:

  • Was already known to the receiving party prior to receiving it from the disclosing party, without a confidentiality obligation.
  • Becomes publicly known through no fault of the receiving party.
  • Is received from a third party who is not under a confidentiality obligation.
  • Is independently developed by the receiving party without using the Confidential Information.

Ownership of Confidential Information

Each party retains full rights to their respective Confidential Information.

Duration of Confidentiality Obligations

The confidentiality terms within these Client Terms remain in effect for two years following their termination. However, for trade secret information, the confidentiality obligations continue indefinitely.

By engaging with our services, clients agree to adhere to these confidentiality standards, ensuring the protection of sensitive information for both parties.

Policies on Direct Engagement and Non-Interference

Exclusive Platform Work

Photographers are required to conduct all work for clients exclusively through our platform. Engaging directly with clients or their clients outside the platform is not permitted. If such direct engagement occurs, we will apply a reduced fee based on the value of the additional services. Clients are also prohibited from booking free sessions for commercial purposes without our and the photographer’s written consent.

Non-Solicitation and Non-Interference

Throughout the duration of using our platform and for one year after, clients are not allowed to:

  • Solicit, hire, or engage our photographers for services similar to those offered on the platform, except for those arranged via work orders on the platform, without our prior written approval.
  • Undertake any actions that disrupt the contractual relationships between us and our photographers.

Buyout Option and Fee

Clients have the option to engage or hire photographers outside the platform, provided it aligns with the signed Client Terms of Service and our prior written consent. This process involves paying a buyout fee, calculated based on the projected net fees the photographer would have generated on the platform. The buyout fee is determined by estimating the value of work the photographer might perform for the client in the future and is negotiated on a case-by-case basis.

By adhering to these policies, we ensure a fair and consistent workflow for all parties involved.

User Conduct Standards and Prohibited Actions

Expected Conduct

Clients are expected to use our platform responsibly, adhering to the following guidelines:

  • Abide by all applicable laws and regulations.
  • Refrain from engaging in any activities that violate legal or regulatory obligations.
  • Avoid actions that could harm or disrupt the platform, its users, or affiliated parties.

Prohibited Actions

The following actions are strictly prohibited:

  • Misrepresenting identity or affiliation with any entity.
  • Using the platform for illegal, fraudulent, or malicious activities.
  • Interfering with or disrupting the platform, its servers, or networks.
  • Accessing or attempting to access unauthorized areas of the platform.
  • Using the platform to transmit or store harmful, inappropriate, or unlawful content.
  • Engaging in activities that compromise the security, integrity, or performance of the platform.

Consequences of Violations

Violating these conduct standards may result in:

  • Immediate termination or suspension of access to the platform.
  • Legal action to address breaches of these terms.
  • Financial liability for damages resulting from prohibited actions.

By adhering to these conduct standards, clients contribute to a secure and reliable platform experience for all users.

Termination Rights and Post-Termination Obligations

Termination Rights

Both clients and the platform reserve the right to terminate the use of the platform and these Client Terms under the following circumstances:

  • For any reason, with a 30-day written notice.
  • Immediately, in case of a material breach by the other party, if the breach is not remedied within 15 days of notice.
  • If a party becomes insolvent, bankrupt, or subject to any similar legal proceedings.

Client Responsibilities Upon Termination

Upon termination, clients are required to:

  • Cease using the platform immediately.
  • Pay any outstanding fees or charges owed to the platform.
  • Ensure that all Work Orders in progress are completed and settled.

Post-Termination Data Handling

Clients will retain ownership of their data, but access to the platform will be restricted. We will provide clients with their data upon request, subject to data protection and privacy regulations.

Limitation of Liability

Our liability is limited to the fees paid by the client for the use of the platform in the preceding 12 months. We are not liable for any indirect, incidental, or consequential damages arising from the use or inability to use the platform.

Survival of Terms

Certain terms, including confidentiality, intellectual property rights, and indemnity, will survive the termination of these Client Terms.

By understanding these termination rights and obligations, clients can ensure a smooth transition and compliance with platform policies even after ending their use of the platform.

Governing Law and Dispute Resolution

Applicable Law

These Client Terms are governed by and construed in accordance with the laws of the jurisdiction where our platform operates, without regard to its conflict of law principles.

Dispute Resolution Process

In case of disputes, clients agree to:

  • Attempt to resolve the issue through good faith negotiations with us.
  • Engage in mediation or arbitration before resorting to legal action.

Arbitration Agreement

Clients agree to binding arbitration for resolving any disputes arising from or related to these Client Terms. The arbitration will be conducted under the rules of a recognized arbitration organization in our operating jurisdiction. The arbitration decision will be final and binding on both parties.

By agreeing to these dispute resolution terms, clients commit to a fair and efficient process for addressing any disagreements related to their use of our platform.

Final Provisions

Entire Agreement

These Client Terms, along with any referenced documents, constitute the entire agreement between the client and our platform, superseding all prior agreements and understandings, whether written or oral.

Amendments

Any amendments to these Client Terms must be made in writing and signed by both parties to be valid.

Severability

If any provision of these Client Terms is found to be invalid or unenforceable, the remaining provisions will continue to be in effect.

Waiver

Failure to enforce any provision of these Client Terms does not constitute a waiver of that provision or any other provision.

By accepting these final provisions, clients acknowledge their understanding and agreement to the comprehensive terms governing their use of our platform.