Photographer Website Terms of Use

This photographer-branded website, and related service thereto, (collectively, the “Photographer-Branded Website”) is made available by ShootProof, LLC and our affiliates, subsidiaries, and operating companies (collectively, “ShootProof,” “we,” “us” or “our“). ShootProof and its affiliates, subsidiaries and operating companies, together with their respective officers, directors, employees, agents, licensors, suppliers and service providers, are referred to collectively as the “ShootProof Parties”.  By accessing this Photographer-Branded Website or by placing orders through this Photographer-Branded Website, you are entering into a legally binding agreement with ShootProof and agree to be bound by these ShootProof Photographer Website Terms of Use (these “User Terms”). If you do not agree to these User Terms, you cannot use or access this Photographer-Branded Website. As used in these User Terms, “you” and “your” will refer to anyone accessing or visiting this Photographer-Branded Website, and “Photographer” refers to the individual or company who has an agreement with ShootProof to upload and/or sell photographs or related products through this Photographer-Branded Website. In the event of any conflict between these User Terms and any statement, understanding or agreement between you and the Photographer, these User Terms control.

By using this Photographer-Branded Website, you represent and warrant to us that you: (i) are at least eighteen (18) years old, (ii) are legally authorized to enter into these User Terms, and (iii) will at any and all times comply with these User Terms. 

PLEASE READ THESE USER TERMS CAREFULLY AS THEY MAY IMPACT YOUR RIGHTS AND LIABILITIES, AND THEY SPECIFICALLY ALLOW FOR THE SHOOTPROOF PARTIES TO ENGAGE IN ARBITRATION TO SETTLE DISPUTES AND ADDRESS CIRCUMSTANCES IN WHICH YOU WAIVE YOUR RIGHT TO A JURY TRIAL.

1. Scope. ShootProof is an online subscription service that provides photographers the ability to use our hosted platform and related tools for organizing, exhibiting and selling photographs through a website, such as this Photographer-Branded Website. This Photographer-Branded Website is made available through ShootProof-owned or licensed technology (“ShootProof Technology”) and is managed by the Photographer. The Photographer, not ShootProof, controls the content made available to you through this Photographer-Branded Website including all images and photographs posted by the Photographer (but excluding these User Terms) (the “Content”).  YOU ACKNOWLEDGE AND AGREE THAT SHOOTPROOF DOES NOT PROVIDE THE CONTENT ON THIS PHOTOGRAPHER-BRANDED WEBSITE AND THAT PHOTOGRAPHER IS SOLELY RESPONSIBLE FOR THE CONTENT AND FOR THE MANAGEMENT OF THE CONTENT AND INFORMATION ON THIS PHOTOGRAPHER-BRANDED WEBSITE, INCLUDING CONTENT GENERATED BY PHOTOGRAPHER’S USE OF TOOLS PROVIDED BY SHOOTPROOF TO GENERATE DATA, SUCH AS FACIAL RECOGNITION DATA. YOU AGREE THAT THE SHOOTPROOF PARTIES SHALL NOT HAVE ANY LIABILITY TO YOU WHATSOEVER RELATED TO ANY AND ALL SUCH CONTENT. YOU HEREBY WAIVE AND RELEASE ANY CLAIMS THAT YOU MAY HAVE AGAINST THE SHOOTPROOF PARTIES AND COVENANT NOT TO SUE THE SHOOTPROOF PARTIES FOR, ANY CONTENT OR INFORMATION EITHER: (I) MADE AVAILABLE THROUGH THIS PHOTOGRAPHER-BRANDED WEBSITE, (II) GENERATED BY A PHOTOGRAPHER’S USE OF FEATURES OR TOOLS MADE AVAILABLE BY SHOOTPROOF, OR (III) ANY ACTION OR FAILURE TO ACT BY A PHOTOGRAPHER.
2. Orders

2.1 Depending on preferences and features made available by the Photographer, you may have the option of placing orders for photographs and other products to be fulfilled by the Photographer (“Photographer Orders“) or by ShootProof and its affiliates and suppliers (“Direct Orders“). You agree that the Photographer shall be solely responsible for all aspects of Photographer Orders, including but not limited to processing and fulfillment, and that ShootProof shall not have any liability to you for the same. You agree that you shall be responsible for reviewing, approving, and taking all other necessary steps to place Photographer Orders and Direct Orders, and that neither Photographers nor ShootProof will have any liability to you for errors you make when placing orders. You are responsible for paying the Photographer for any Photographer Orders and for any applicable taxes. For Direct Orders, payments are processed by ShootProof on behalf of the Photographer. By placing an order, you authorize ShootProof and/or its payment processors to charge your credit card the purchase price for the order stated on the Photographer-Branded Website, plus applicable taxes, shipping and handling charges. To the fullest extent permissible by law, all risk of loss or damage for items purchased through the Photographer-Branded Website passes to you upon ShootProof’s or the Photographer’s delivery to the shipping carrier.

2.2 As a purchaser of products through this Photographer-Branded Website, you acknowledge that such products are purchased on a non-refundable basis for personal use only and are custom made to your order. Except as provided in the applicable End User License (as hereinafter defined) with the Photographer, you may not reproduce, scan, display, transmit, distribute, modify, alter or otherwise exploit those physical products, or any portion thereof, for commercial use, in any manner, without the prior written consent of the Photographer. You acknowledge that all products (including digital products) purchased through the Photographer-Branded Website are purchased subject to the terms set forth by the Photographer in a separate End User License as described below.

3. Privacy Policy

3.1 The personal data that you provide directly to ShootProof in our role as a “data controller,” including information provided for Direct Orders, is subject to our Privacy Policy. ShootProof is not responsible for how a Photographer collects, uses, or otherwise processes your personal data. Please see any applicable Photographer-provided privacy statement for information with respect to how a Photographer collects, uses, or otherwise processes your personal data.

3.2 NOTICE REGARDING TRANSFER OF DATA. ORDER PROCESSING AND FULFILLMENT SERVICES, AND CERTAIN FEATURES UTILIZED BY PHOTOGRAPHERS ON THIS PHOTOGRAPHER-BRANDED WEBSITE, REQUIRE THAT PERSONAL DATA BE PROCESSED BY SHOOTPROOF IN THE UNITED STATES OF AMERICA, WHERE THE NECESSARY COMPUTING SYSTEMS ARE LOCATED. THOSE SERVICES AND FEATURES WOULD NOT BE AVAILABLE WITHOUT SUCH PROCESSING OF PERSONAL DATA IN THE UNITED STATES OF AMERICA. PLEASE BE AWARE THAT THE UNITED STATES MAY NOT PROVIDE THE SAME LEVEL OF PROTECTION OF PERSONAL INFORMATION AS IN YOUR COUNTRY, STATE, OR OTHER JURISDICTION OF RESIDENCE OR NATIONALITY, AND WHEN TRANSFERRED TO THE UNITED STATES, YOUR PERSONAL INFORMATION MAY BE ACCESSIBLE BY, OR OTHERWISE MADE AVAILABLE TO, LOCAL GOVERNMENT AUTHORITIES AND OFFICIALS PURSUANT TO JUDICIAL AND/OR ADMINISTRATIVE ORDERS, DECREES, AND DEMANDS, AND/OR OTHER DOMESTIC LAWS, STATUTES, AND REGULATIONS. YOU HEREBY ACKNOWLEDGE AND AGREE THAT IN ORDER TO SATISFY OUR CONTRACTUAL OBLIGATIONS AND TO PROVIDE YOU THE SERVICES DESCRIBED HERE, WE HAVE TO TRANSFER AND PROCESS YOUR PERSONAL INFORMATION IN THE UNITED STATES. FOR MORE INFORMATION, PLEASE SEE OUR PRIVACY POLICY AND DATA PROCESSING ADDENDUM.

3.3 NOTICE REGARDING ADDITIONAL RIGHTS. SHOULD YOU DESIRE TO EXERCISE ADDITIONAL RIGHTS AVAILABLE TO YOU UNDER APPLICABLE LAWS (E.G., ACCESS, ERASURE, PORTABILITY) YOU SHOULD FIRST CONTACT THE PHOTOGRAPHER, WHEN IT IS ACTING AS THE DATA CONTROLLER. THE PHOTOGRAPHER, AS THE MANAGER OF THE PHOTOGRAPHER-BRANDED WEBSITE, IS THE CONTROLLER FOR ANY PERSONAL INFORMATION PROVIDED BY YOU EXCEPT FOR DIRECT ORDERS (AS DEFINED ABOVE). SHOOTPROOF, ACTING AS A PROCESSOR OR SERVICE PROVIDER ON BEHALF OF THE PHOTOGRAPHER, OR AS A CONTROLLER OF DATA FOR DIRECT ORDERS, CAN BE CONTACTED AT SUPPORT@SHOOTPROOF.COM WITH YOUR SPECIFIC REQUEST.

3.4 FACIAL RECOGNITION. PLEASE NOTE THAT PHOTOGRAPHERS MAY ELECT TO MAKE IT EASIER FOR THEIR CUSTOMERS TO IDENTIFY OR SORT PHOTOGRAPHS IN THEIR PHOTO GALLERIES BY IMPLEMENTING FACIAL RECOGNITION TOOLS SHOOTPROOF MAKES AVAILABLE THROUGH OUR SERVICES. WHILE SHOOTPROOF MAY HOST SUCH FACIAL RECOGNITION DATA ON SHOOTPROOF TECHNOLOGY ON BEHALF OF THOSE PHOTOGRAPHERS TO ENABLE IMAGE IDENTIFICATION AND ORGANIZATION, SHOOTPROOF DOES NOT HAVE ANY INDEPENDENT METHOD TO BE ABLE TO IDENTIFY OR VERIFY ANY INDIVIDUAL BASED ON THAT FACIAL RECOGNITION DATA. ACCORDINGLY, REQUESTS PERTAINING TO THE SAME MAY HAVE TO BE RESOLVED BY THE APPLICABLE PHOTOGRAPHER. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT SHOOTPROOF PARTIES SHALL NOT HAVE ANY LIABILITY TO YOU, AND YOU HEREBY WAIVE ANY CLAIMS AGAINST SHOOTPROOF PARTIES AND COVENANT NOT TO SUE SHOOTPROOF PARTIES, RELATED TO SUCH FACIAL RECOGNITION DATA. Notwithstanding the foregoing, ShootProof has implemented commercially reasonable protocols to safeguard and, when appropriate, to permanently delete or dispose of images and photographs subject to the facial recognition features. More specifically, ShootProof will delete images subject to the facial recognition features from its custody or control when it has been more than three (3) years since the last interaction by an applicable photographer with ShootProof. ShootProof will disclose and disseminate images subject to the facial recognition features to third parties in accordance with the data sharing and third party disclosure terms and conditions set forth in the agreements (i.e., the Terms of Use) between ShootProof and the applicable photographer/data controller. INDIVIDUALS WHO ARE RESIDENTS OF, OR WHO OTHERWISE ARE LOCATED IN, THE STATE OF ILLINOIS (UNITED STATES), ARE PROHIBITED FROM USING, OR BEING SUBJECT TO, SHOOTPROOF’S FACIAL RECOGNITION FEATURES.

4. Accessing this Website and Account Security  

4.1 We reserve the right to withdraw, amend or modify this Photographer-Branded Website, or any portions thereof, and any service or material we provide on the Photographer-Branded Website, in our sole discretion without notice. We will not be liable to you if all or any part of the Photographer-Branded Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Photographer-Branded Website, or to the entire Photographer-Branded Website. You are responsible for making all arrangements necessary for you to have access to the Photographer-Branded Website and for ensuring that all persons who access the Photographer-Branded Website through your internet connection are aware of these User Terms and fully comply with them.

4.2 To access the Photographer-Branded Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Photographer-Branded Website that all the information you provide on the Photographer-Branded Website is correct, current, and complete. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Photographer-Branded Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these User Terms.

5. Communication and Marketing Preferences. For the avoidance of doubt, you hereby agree that ShootProof and your Photographer may contact you via any means, including via SMS/text message and email (including through the use of autodialing systems and services), to furnish you information regarding your use of the Services. You have choices about how we communicate with you described below.

Email Communication. You may, at any time, opt-out from receiving marketing emails from us. To opt-out from such marketing, please use the “unsubscribe” or “preference” features within our email communications or contact us in accordance with the contact information below. You will not be opted out of transactional email messages; therefore, you may still receive transactional email messages regarding your order (i.e., order confirmation, shipping information, customer service notifications, etc.).

 SMS/MMS Communication. By opting into or participating in any of our mobile messaging programs (each a “Program”), you accept and agree to the following terms and conditions:

• User Opt In. By providing us your mobile phone number and consenting to participate in the Program, you (i) agree to receive from us (or our service providers acting on our behalf) autodialed or prerecorded marketing SMS/MMS mobile messages at the phone number you provided when you opted into the Program, and (ii) understand that consent is not required to make any purchase from us. While you consent to receive SMS/MMS mobile messages that we (or our service providers) send or transmit using an autodialer, an automatic telephone dialing system, or any similar automated system, the foregoing shall not be interpreted to suggest or imply that any or all of our SMS/MMS mobile messages are in fact sent or transmitted via an autodialer, an automatic telephone dialing system, or any similar automated system. 
• User Opt Out. If you do not wish to continue participating in the Program or no longer agree to these User Terms, you agree to reply STOP to any SMS/MMS mobile messages from us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out of the Program.
• Duty to Notify. If at any time you stop using, whether voluntarily or involuntarily, the mobile telephone number that has been used to subscribe to the Program (e.g., canceling your mobile/wireless service plan, having your mobile/wireless service plan terminated, or selling or transferring the mobile phone number to another party), you agree (i) that you will complete the User Opt Out process set forth above prior to the ending or termination of your use of the mobile telephone number, and (ii) that failure to undertake the foregoing User Opt Out process set forth above is a material breach of these User Terms. 
• Cost and Frequency. Message and data rates may apply. The Program involves recurring SMS/MMS mobile messages, and additional SMS/MMS mobile messages may be sent periodically based on your interaction with us.
• Our Disclaimer of Warranty. The Program is offered on an “as-is” basis and may not be available in all areas at all times and may cease to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any SMS/MMS mobile messages connected with a Program. The delivery of SMS/MMS mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of our control. We are not liable for delayed or undelivered SMS/MMS mobile messages.

6. Intellectual Property Rights in this Photographer-Branded Website and Purchased Products 

6.1 Photographer-Branded Website.  The Photographer-Branded Website and its features and functionality (including but not limited to all software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof but excluding the Content) are owned by ShootProof and its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These User Terms permit you to use the Photographer-Branded Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Photographer-Branded Website, except as follows: (i) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials, (ii) you may store files that are automatically cached by your web browser for display enhancement purposes, (iii) you may print or download one copy of a reasonable number of pages of the Photographer-Branded Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution, (iv) if we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end-user license agreement for such applications, and (v) if we provide social media features with certain content, you may take such actions as are enabled by such features.

6.2 Additional Restrictions. You hereby acknowledge and agree that you will not (i) modify copies of any materials from our Photographer-Branded Website, (ii) use any Content except as otherwise provided in these User Terms, (iii) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Photographer-Branded Website, and (iv) access or use for any commercial purposes any part of the Photographer-Branded Website or any services or materials available through the Photographer-Branded Website. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Photographer-Branded Website in breach of these User Terms, your right to use the Photographer-Branded Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Photographer-Branded Website is transferred to you, and all rights not expressly granted are reserved to us. Any use of the Photographer-Branded Website not expressly permitted by these User Terms is a breach hereof and may violate copyright, trademark, and other laws.

6.3 Purchased Products.  Products purchased through this Photographer-Branded Website are purchased subject to the terms and conditions set forth in a separate license agreement between you and the Photographer regarding such products (an “End User License“).  Your acquisition of a copy of a product does not itself convey any rights under copyright or other laws to exploit the work. Products purchased by you through this Photographer-Branded Website may not be reproduced, scanned, displayed, transmitted, distributed, modified, altered or otherwise exploited in any manner without the prior written consent of Photographer or as otherwise provided in your End User License.  You acknowledge and agree that ShootProof is not a party to the End User License. IT IS YOUR SOLE RESPONSIBILITY TO REVIEW AND UNDERSTAND THE TERMS OF ANY SUCH END USER LICENSE. THE SHOOTPROOF PARTIES DISCLAIM ANY AND ALL LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE END USER LICENSE(S) BETWEEN YOU AND THE PHOTOGRAPHER. YOU ENTER INTO ALL END USER LICENSES FOR DIGITAL PRODUCTS SOLELY AT YOUR OWN RISK. ShootProof reserves the right, but has no obligation, to become involved in any way with disputes between you and a Photographer.

6.4 Trademarks.  ShootProof’s name and logo, and all related names, logos, product and service names, designs, and slogans, are trademarks of ShootProof or the ShootProof Parties or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this Photographer-Branded Website are the trademarks of their respective owners.

7. Copyrighted Materials. Photographers and/or their clients retain their full rights to any content they upload to this Photographer-Branded Website, including, but not limited to, images, videos, biographies and business information. ShootProof respects the intellectual property of others, and we ask that all users of this Photographer-Branded Website do the same. However, ShootProof makes no representations or warranties as to the accuracy, correctness or reliability of the Content posted on the Photographer-Branded Website or sold by Photographer.  Further, ShootProof cannot ensure that all persons depicted in the photographs and trademark owners have consented to the display of their image or trademark therein or on this Photographer-Branded Website. If you believe that any content appearing on this Photographer-Branded Website has been copied in a way that constitutes copyright infringement, or that your intellectual property or privacy rights have been otherwise violated, please forward the following information to ShootProof using the contact information below. To be effective, the notification must include ALL of the following:

1. A physical or electronic signature of the copyright owner or a person authorized to act on the owner’s behalf;

2.  Identification of the copyrighted work claimed to have been infringed;

3.  Information sufficient to locate the allegedly infringing material on the Photographer-Branded Website;

4.  Name, address, telephone number, e-mail address and other information necessary to permit ShootProof to contact the person submitting the notification;

5.  A statement that the person submitting the notification has a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law; and

6.  A statement that the information in the notification is accurate and, under penalty of perjury, that the person submitting the notification is the copyright owner or is otherwise authorized to act on behalf of the copyright owner.

ShootProof is under no obligation to take any action based on a notification of claimed infringement, and the absolute right and discretion to remove any information and/or material from the Photographer-Branded Website remains with ShootProof.  

8. User Contributions.  You may use this Photographer-Branded Website only for lawful purposes and in accordance with these User Terms.  You are solely responsible for all content and materials that you upload, post, publish or display or otherwise use or make available (hereinafter, “upload“) via or in connection with this Photographer-Branded Website. ShootProof reserves the right to investigate and take appropriate legal action against anyone who, in ShootProof’s sole discretion, violates this provision, including without limitation, removing the offending content, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not: (a) upload or store any content that: (i) infringes or misappropriates any intellectual property rights, or violates any other rights, of any other party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (vi) is harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially or ethnically, or otherwise objectionable as determined by ShootProof in its sole discretion or contains any inaccurate information or data; or (vii) in the sole judgment of ShootProof, is objectionable or which restricts or inhibits any website visitors, or other person from using or enjoying the Photographer-Branded Website, or which may expose ShootProof or others to any harm or liability of any type; (b) interfere with, overburden, disrupt or damage the Photographer-Branded Website or ShootProof Technology or other servers or networks connected to the Photographer-Branded Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Photographer-Branded Website; (c) use any robot, spider, or other automatic device, process, or means to access the Photographer-Branded Website for any purpose, including monitoring or copying any of the material on the Photographer-Branded Website or use of any manual process to monitor or copy any of the material on the Photographer-Branded Website, or obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Photographer-Branded Website; (d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (e) solicit personal information from anyone under the age of 18; (f) harvest or collect email addresses or other contact information of other participants by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; (g) advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized or for which you don’t have any necessary rights; (h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or (i) attack the Photographer-Branded Website via a denial-of-service attack or a distributed denial-of-service attack, and (j) otherwise attempt to interfere with the proper working of the Photographer-Branded Website. 
9. Disclaimer of Warranties. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PHOTOGRAPHER-BRANDED WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR PHOTOGRAPHER-BRANDED WEBSITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE, AND YOU WILL NOT SEEK TO HOLD US LIABLE, FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PHOTOGRAPHER-BRANDED WEBSITE OR ANY SERVICES, INFORMATION, OR ITEMS OBTAINED THROUGH THE PHOTOGRAPHER-BRANDED WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE PHOTOGRAPHER-BRANDED WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PHOTOGRAPHER-BRANDED WEBSITE IS AT YOUR OWN RISK. THE PHOTOGRAPHER-BRANDED WEBSITE, ITS CONTENT, AND ANY SERVICES, INFORMATION, OR ITEMS OBTAINED THROUGH THE PHOTOGRAPHER-BRANDED WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE SHOOTPROOF PARTIES DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PHOTOGRAPHER-BRANDED WEBSITE. WITHOUT LIMITING THE FOREGOING, THE SHOOTPROOF PARTIES DO NOT REPRESENT OR WARRANT THAT THE PHOTOGRAPHER-BRANDED WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PHOTOGRAPHER-BRANDED WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PHOTOGRAPHER-BRANDED WEBSITE OR THE SHOOTPROOF TECHNOLOGY THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PHOTOGRAPHER-BRANDED WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PHOTOGRAPHER-BRANDED WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.  TO THE FULLEST EXTENT PROVIDED BY LAW, THE SHOOTPROOF PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL THE SHOOTPROOF PARTIES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PHOTOGRAPHER-BRANDED WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PHOTOGRAPHER-BRANDED WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, BREACH OF PERSONAL INFORMATION, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS LEGALLY PROHIBITED, THEN TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE SHOOTPROOF PARTIES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100 USD).
11. Links from the Website. If the Photographer-Branded Website contains links to other websites and resources provided by third parties, then these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links, and links to any third party payment processor website. We have no control over the contents of those third-party websites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Photographer-Branded Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
12. Linking to the Website and Social Media Features.  You may link to the Photographer-Branded Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. This Photographer-Branded Website may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain content on this Website, (ii) send emails or other communications with certain content, or links to certain content, on the Photographer-Branded Website, and (iii) cause limited portions of content on the Photographer-Branded Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not do any of the following: establish a link from any website that is not owned by you to the Photographer-Branded Website; cause the Photographer-Branded Website or portions of it to be displayed on, or appear to be displayed by, any other website; link to any part of the Photographer-Branded Website other than the homepage; or otherwise take any action with respect to the materials on the Photographer-Branded Website that is inconsistent with any other provision of these User Terms. The website from which you are linking, or on which you make certain content accessible, must comply in all respects with these User Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
13. Indemnification.  You agree to fully and completely defend, indemnify, and hold harmless the ShootProof Parties and their licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these User Terms or your use of the Photographer-Branded Website, including, but not limited to, any content you upload to the Photographer-Branded Website, any use of the Photographer-Branded Website’s Content, services, and products other than as expressly authorized in these User Terms, or your use of any information obtained from the Photographer-Branded Website.  
14. Miscellaneous

14.1 Governing Law and Jurisdiction.  For purposes of any action or claim against ShootProof or the ShootProof Parties, these User Terms shall be governed by and construed in accordance with the laws of the State of Georgia, exclusive of its choice of law rules, and except as otherwise provided in the Arbitration Agreement below, you agree to submit to the exclusive jurisdiction of the state and federal courts in and for the County of Fulton in the State of Georgia, USA, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

14.2 Waiver, Severability and Period to Bring Claims.  The failure of ShootProof to exercise or enforce any right or provision of these User Terms will not constitute a waiver of such right or provision. If any provision of these User Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these User Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these User Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these User Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these User Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 

14.3 Assignment.  You may not assign your rights under these User Terms without the prior written consent of ShootProof, but ShootProof may assign or transfer its rights under these User Terms in whole or in part, without restriction. 

14.4 Force Majeure.  The ShootProof Parties shall not have any liability to you for, or be deemed to be in default for, any delay or failure to perform any of its obligations under these User Terms resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, terrorism, war, accidents, fires, explosions, earthquake, flood, failure of transportation, strikes or other work stoppages, or any other cause beyond its reasonable control. 

14.5 Headings.  The section titles in these User Terms are for convenience only and have no legal or contractual effect.

14.6 Changes to the Agreement.  We reserve the right to amend these User Terms at any time in our sole discretion. We will notify you if these User Terms are updated by updating the “Last Updated” section of these User Terms. These User Terms are effective as of the “Last Updated” date provided herein. Your continued use of the Photographer-Branded Website following any such changes or updates signifies your consent to the User Terms, as of the “Last Updated” date.

14.7 Entire Agreement.  These User Terms, together with any terms linked herein including our Privacy Policy, set forth the complete and entire agreement between you and ShootProof regarding use of this Photographer-Branded Website. 

15. Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

15.1 This Dispute Resolution by Binding Arbitration section is referred to in these User Terms as the “Arbitration Agreement.” If you have a dispute with any ShootProof Parties regarding these User Terms, you must first provide ShootProof with written notice of the dispute via mail or overnight courier to ShootProof’s address noted below, with such notice to include your name and contact information, a written explanation of the claim including all legal claims you intend to assert and each set of facts which support each of such claims, and the relief you’re requesting. You agree that if any of your claims are omitted from that notice, you forever waive those claims and covenant not to assert them in any action or proceeding related to these User Terms. We will attempt to resolve the dispute with you without further court action or arbitration.

2. All disputes you may have with ShootProof Parties, whether based on circumstances in the past or future, which cannot be resolved as provided above which arise out of or relate to these User Terms (including but not limited to this “Dispute Resolution” Section) shall be resolved by binding arbitration before a sole arbitrator, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply. Arbitration does not involve a court or a judge; instead the arbitrator follows these User Terms and applicable law and awards relief accordingly.

15.3 You or ShootProof may initiate arbitration through JAMS under the JAMS Streamlined Arbitration Rules and Procedures then in force (see www.jamsadr.com for additional information), or may pursue a dispute in court in Fulton County, Georgia, which you hereby consent to be the exclusive jurisdiction and venue for such dispute, and not by arbitration if the dispute qualifies for small claims court or you opt out of arbitration, as provided below. The arbitration shall be commenced as an individual arbitration, and not in a class, representative or consolidated action, or an action involving multiple plaintiffs. You shall not join or consolidate claims or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. Any arbitration will be confidential. Any arbitration hearing will take place in either Fulton County, Georgia, or the federal judicial district where you reside, at your election. This does not alter the exclusive jurisdiction and venue of the courts in Fulton County, Georgia, for any dispute pursued in court rather than in arbitration. The arbitrator’s decision shall be in writing and shall comply with all terms and conditions in these User Terms. The decision and award rendered shall be final and binding on the parties. Judgment on the award may be entered in any court of competent jurisdiction. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. If the prohibition on class, representative, consolidated or multiple-plaintiff proceedings set forth in this Section 15.3 is found to be unenforceable as to any claim or request for relief, then that claim or request for relief shall be severed from the arbitration and brought exclusively in the state or federal courts in and for the County of Fulton in the State of Georgia, and all remaining claims shall be arbitrated as provided in this Arbitration Agreement.

15.4 YOU MAY OPT OUT OF ARBITRATION BY PROVIDING WRITTEN NOTICE TO SHOOTPROOF AT SHOOTPROOF’S ADDRESS NOTED BELOW, TO THE ATTENTION OF “CLASS OPT OUT COORDINATOR” TO BE RECEIVED NO LATER THAN THIRTY (30) CALENDAR DAYS FROM THE DATE OF YOUR ORIGINAL ACCEPTANCE OF THIS AGREEMENT OR VISIT TO THE Photographer-Branded Website WHERE THIS AGREEMENT IS PUBLISHED. IF YOU DO NOT SEND NOTICE AS REQUIRED IN THE FOREGOING SENTENCE, YOU WILL NOT HAVE OPTED OUT OF ARBITRATION. IF YOU OPT OUT OF ARBITRATION AS PROVIDED ABOVE, THE OTHER PROVISIONS OF THESE USER TERMS SHALL STILL APPLY. Use of the Photographer-Branded Website where these User Terms are published is not authorized in any jurisdiction that does not give effect to all provisions of these User Terms, including without limitation, this section.

16. Notices and Questions. All notices and demands hereunder shall be in writing and shall be served by personal service. All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier and shall be deemed complete upon receipt. Any such written notice or demand by you to ShootProof shall be submitted to ShootProof, Attn: Legal Department, 3101 Cobb Parkway, Suite 124, Atlanta, GA 30339. ShootProof may provide you with notice at any shipping address or email address provided to photographer or ShootProof during registration for or use of the ShootProof services, unless you provide written notice to ShootProof specifying a different address where such notices shall be delivered.

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