ShootProof Seller Agreement (Stripe)

ShootProof, LLC (“ShootProof,” “we,” “our” or “us”) offers an online subscription service known as “ShootProof”, which is made available on a platform-as-a-service basis and enables photographers to exhibit, organize, store, sell, exchange, and share photographs via online galleries and portfolio websites. All access to and use of ShootProof is subject to the ShootProof Terms of Use viewable at: Terms of Use (the “Terms”).

This Seller Agreement (“Agreement”) is a legal agreement between you (“you”, “your”) and ShootProof that governs your use of ShootProof’s payment processing services powered by Stripe (referred to herein as “ShootProof Pay”) in connection with your ShootProof Account(s) (the “Payment Services”). Certain capitalized terms used herein and not otherwise defined have the applicable meanings provided in the Terms. By signing up or using ShootProof Pay, you agree to the terms of this Agreement.

The Payment Services allow you to accept payments from Buyers using Cards (as such terms are defined in Section 1 below). We are not a bank and we do not offer banking services as defined by the United States Department of Treasury. Instead, we are a payment service provider that facilitates the processing of payments you receive from your customers on the terms of this Agreement. This means that we collect, analyze, and relay information generated in connection with these payments.

Please note that you are not required to use the Payment Services in order to have a ShootProof Account. You may sell your products and services (“Products”) using other means of payment acceptable to you and your Buyers, including cash or check payment, online money transfer, PayPal, etc. With the exception of using Stripe in connection with ShootProof Pay (which is covered by this Agreement), you are responsible for obtaining all necessary permissions and consents from any third party payment processors you utilize (Paypal, etc.) in connection with your ShootProof Account, and ShootProof assumes no responsibility or liability therefor.

1. Definitions

“Buyer” means any person or business engaging in a Card transaction directly with you.

“Card” means any US-issued and most non-US issued credit or debit card bearing the logo of a Card Organization.

“Card Organization” means Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers or debit network providers. Card Organization also includes the Payment Card Industry Security Standards Council.

“Card Organization Rules” means all applicable rules, regulations or requirements issued or promulgated from time to time by a Card Organization.

“Chargeback” has the meaning set forth in Section 11.

“Fees” has the meaning set forth in Section 7.

“Reserve” has the meaning set forth in Section 17.

“Seller” means any person that signs up for a Connected Account (as hereinafter defined) to accept payments using the Payment Services.

“ShootProof Account” means the account you register and maintain with ShootProof for access to and use of ShootProof’s services, as further described in the Terms.

“Stripe Connected Account” and “Connected Account” have the meaning set forth in Section 3.

“Taxes” has the meaning set forth in Section 22.

2. Electronic Documents and Signatures Consent

By electronically agreeing to this Agreement, you consent and agree to proceed with the review and execution of all account agreements, statements, and documents relating to the Payment Services in electronic format. This includes the use of electronic communications, electronic disclosures, electronic statements, electronic contracts, and electronic signatures (including “checkbox” style acknowledgements).

If you do not agree to proceed with: (a) the signing of agreements electronically, (b) the review of disclosures and statements in electronic format, and (c) the receipt of electronic communications from ShootProof with respect to the Payment Services, you may not use ShootProof Pay. If you want to utilize ShootProof Pay and the Payment Services, you must consent to this provision and you hereby do agree to this requirement by using the Payment Services (including setting up an account). Your consent will apply to all your ShootProof agreements, applications and all other transactions with us. Your consent permits the general use of electronic records and electronic signatures in connection with all your transactions with us.

3. Stripe Connected Account

You acknowledge that ShootProof partners with Stripe for the administration of the Payment Services. All account information provided by you to ShootProof will be automatically shared with Stripe. By providing your account information to ShootProof, you consent to ShootProof automatically sharing said account information with Stripe.

To use the Payment Services you must open a Stripe account using Stripe technology integrations offered via the ShootProof platform and you must onboard and connect your Stripe account to ShootProof Pay. This account is referred to herein as a “Stripe Connected Account” or a “Connected Account”. The registration process for the Connected Account will require you to submit your name, address, and other personal and/or business information. You must provide accurate and complete information in response to our questions. You must also keep all information accurate and up to date. Failure to provide accurate and complete information, or failure to comply with the account registration requirements, may result in a suspension or termination of your Connected Account.

Your Connected Account is also subject to any terms, conditions and policies required by Stripe from time to time, including without limitation Stripe’s Connected Account Agreement located at https://stripe.com/legal/connect-account (the “Connected Account Agreement”). By establishing a Connected Account and using the Payment Services, you agree to be bound by and comply with the terms and conditions of the Connected Account Agreement (and any other applicable Stripe policies or agreements) in all respects. Stripe may decline to create a Stripe Connected Account or limit the functionality available to a Stripe Connected Account until Stripe is satisfied that it has received sufficient information about you and/or the Stripe Connected Account. Stripe is solely responsible for deciding whether to provide its Platform Services (as defined in the Connected Account Agreement) to any Seller.

At any time during the term of this Agreement and your use of the Payment Services, we may require additional information from you to verify beneficial ownership or control of your business, validate information you provided, verify you or your representative’s identity, and assess your financial condition and the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. We may also request that you provide copies of financial statements, reporting and validating documentation that allows us to calculate outstanding credit exposure/risk of loss (for example, your refund and shipping policies, data on captured but unfulfilled charges, the time between charge capture and fulfillment of your customer orders), or other records pertaining to your compliance with this Agreement. We may also require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of Payment Services.

4. Representations and Warranties

By creating a Connected Account, you 

represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Payment Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your personal name and/or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a Buyer; (f) you will fulfill all of your obligations to each Buyer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Buyer; (g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business and employees, including any applicable tax, wage and hour, and tip laws and regulations; (h) except in the ordinary course of business, no transaction submitted by you through the Payment Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Payment Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Payment Services; (j) no transaction submitted by you through the Payment Services will involve your Cards (except for reasonable test transactions); and (k) your use of the Payment Services will be in compliance with this Agreement.

5. Data Usage

You agree that ShootProof shall have the right to verify information about you including verification with Stripe and third-party service providers in order for us to provide the Payment Services through the use of the data you provide.

6. Card Organization Rules

The Payment Services allow you to accept payments initiated with Cards. You agree to comply with all Card Organization Rules, as such may be amended from time to time. You understand that we may modify this Agreement from time to time in order to comply with the Card Organization Rules. Significant portions of the Card Organization Rules are available to the public at:

– http://usa.visa.com/merchants/operations/op_regulations.html and;

– https://www.mastercard.com/content/dam/mccom/shared/business/support/rules-pdfs/mastercard-rules.pdf.

Your use of Card Organization logos is governed by the Card Organization Rules; you agree to familiarize yourself with and to comply with these requirements.

7. Our Fees

The fees and charges associated with ShootProof Pay and the Payment Services (the “Fees”) are listed on our fee schedule (the “Fee Schedule”) found at https://shootproof.com/legal/shootproof-pay-fee-schedule, and you agree to pay all fees and charges arising from your use of ShootProof Pay and the Payment Services. Please note that our Fee Schedule may be amended from time to time, and we recommend that you periodically review the Fee Schedule so that you are aware of any pricing changes. Any changes to the Fee Schedule shall take effect 30 days following the posting of such changes. By continuing to use ShootProof Pay and the Payment Services after any changes or modifications are made to the Fee Schedule, you are deemed to have automatically accepted the updated Fee Schedule.

If you request a correction or amendment to the information provided on your Stripe-issued 1099-K form, ShootProof may charge a reasonable processing fee to complete the change. This fee helps cover administrative and re-filing costs. All requests will be reviewed and processed at ShootProof’s discretion.

8. Prohibited Transactions

You agree that you are not associated with the types of businesses and business practices for which ShootProof Pay and the Payment Services cannot be used, and/or which are identified on the Stripe Restricted Businesses List located at https://stripe.com/restricted-businesses. Additionally, ShootProof reserves the right to cancel or refund orders, invoices, bookings or any other transactions that ShootProof deems to be outside the scope of photography-related services.

9. Authorization

You authorize ShootProof to cause ShootProof service providers to electronically debit or credit your Connected Account and any other bank account via ACH and for ShootProof to keep records of the transactions. This is how we pay studios and our service providers.

You acknowledge that the electronic authorization contained in this Section represents your written authorization for ACH transactions as provided herein and will remain in full force and effect until you notify ShootProof that you wish to revoke this authorization by emailing support@shootproof.com. You must notify ShootProof at least three business days before the scheduled debit date of any ACH transaction from your account in order to cancel this authorization. If we do not receive notice at least three business days before the scheduled debit date, we may attempt, in our sole discretion, to cancel the debit transaction. However, we assume no responsibility for our failure to do so. If you withdraw your electronic authorization contained in this Section, we may close your Connected Account and/or your ShootProof Account.

You authorize ShootProof and/or Stripe to act as your agent to hold, receive, and disburse funds on your behalf in connection with ShootProof Pay and the Payment Services. Your authorization permits us to generate a paper draft or an electronic funds transfer to process each payment transaction that you authorize. You agree that our receipt of transaction proceeds satisfies the Buyer’s obligation to you. We will disburse to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback or Reserve withheld or applied in accordance with this Agreement.

10. Availability of Funds

Should ShootProof need to conduct an investigation or resolve any pending dispute related to your Connected Account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as necessary to comply with applicable law, lien notice, or court order, or if otherwise requested by law enforcement or governmental entity, or if required or requested by Stripe.

11. Your Liability and Obligations for Chargebacks

A transaction may be reversed or charged back to your Connected Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Card Organization, Stripe, a Buyer or other financial institution or service provider, (c) was not authorized, or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for the amount of any Chargeback. If requested, you agree to assist us, at your expense, in the investigation of your transactions processed through the Payment Services. Your failure to assist us in a timely manner, including providing any necessary documentation within seventy-two (72) hours of our request, may result in an irreversible Chargeback. Please note that ShootProof reserves the right in its sole discretion to deem a Chargeback as correct or valid, resulting in an acceptance of the disputed transaction. We reserve the right to charge a fee (a “Chargeback Fee”), upon notice to you, for investigating Chargeback disputes. Said Chargeback Fee as well as any fees associated with any transaction in relation to a Chargeback will not be refunded. This applies when the Chargeback is found to be valid as well as when it is reversed.

12. Our Collection Rights for Chargebacks

If a Chargeback occurs, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by the Card Organization, Stripe or Connected Account from any proceeds due to you, your Connected Account, or other bank account or payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your Connected Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a Buyer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the Buyer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all Connected Account deficit balances unpaid by you.

13. Excessive Chargebacks

If we determine that you are incurring an excessive amount of Chargebacks, we may place conditions on the use of your Connected Account. These conditions may include, without limitation, (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Payment Services and/or your ShootProof Account.

14. Contesting Chargebacks

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Payment Services. To that end, you permit us to share information about a Chargeback with the Buyer, the Buyer’s financial institution, Stripe, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your Connected Account. If a Chargeback dispute is not resolved in your favor by the Card Organization or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation and information within seventy-two (72) hours of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

15. Connected Account History

When a payment is made to your Connected Account, we will update your Connected Account activity on the website and provide you a transaction confirmation. Summaries of your Connected Account activity are available on our website for no less than one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Connected Account and your use of the Payment Services, and (b) reconciling all transactional information that is associated with your Connected Account. If you believe that there is an error or unauthorized transaction activity has occurred in connection with your Connected Account, you agree to contact us immediately. Your failure to notify us in writing of any potential error(s) within thirty days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

16. Right of Setoff

To the extent allowed by applicable law, you grant us a security interest in, as well as a right of setoff against, all of your accounts with us, including any reserve, future earnings and any funds processed through the Payment Services, that may now or hereafter be in your possession and would otherwise be payable to you pursuant to the terms of this Agreement. You authorize us, without prior notice or demand, to recoup, collect, charge, and/or setoff all sums owing on your indebtedness against any and all such accounts and other obligations, and to defer payout or restrict access to funds to allow us to protect our security interest, and collection, charge and setoff rights as provided for in this Agreement, whether the obligation is liquidated, unliquidated, fixed, contingent, matured or unmatured. If you owe us an amount that exceeds the balance in your Connected Account, we may charge or debit a bank account, credit card or other payment instrument registered to your ShootProof Account. Should ShootProof become unable to collect your negative balance from you, ShootProof reserves the right to employ a collection agency to collect the negative balance on our behalf and you will be responsible for all collection agency fees, attorneys’ fees and court costs incurred by ShootProof in connection with such collection efforts.

17. Reserve

At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Connected Account or in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks, refunds, or other indications of performance problems related to or impacting your use of the Payment Services. The Reserve may be raised, reduced or removed at any time by ShootProof, in its sole discretion. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your ShootProof Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your ShootProof Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve. The applicable chargeback fees are listed at https://shootproof.com/legal/shootproof-pay-fee-schedule, which may be updated from time to time.

18. Restricted, Unauthorized or Illegal Use

You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Payment Services on behalf of any third party. This means that you may not use the Payment Services to handle, process or transmit funds for any third party. You also may not use the Payment Services to process cash advances.

We reserve the right to refuse, and not to authorize or settle, any transaction that you submit if we believe it is in violation of this Agreement, fraudulent, illegal, or otherwise likely to cause harm to Stripe, ShootProof, its third party providers, or customers. If we reasonably suspect that your Connected Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your ShootProof Account, and any of your transactions with law enforcement.

19. Customer Service

You will adhere to all customer service policies from time to time made available by ShootProof. However, you are solely responsible for all customer issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a Buyer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any ShootProof Account, payment, Card processing, debiting or crediting.

20. Lab Fulfillment and Charges 

ShootProof partners with certain third-party photography printing labs (“Partner Labs”) to provide the fulfillment services to you described in this Section 20.  You have the option to use such ShootProof Partner Labs to fulfill orders for Products sold through your ShootProof Account. In the alternative, you can also self-fulfill orders with the lab of your choosing outside of ShootProof’s Partner Labs. The cost for each ShootProof Partner Lab-fulfilled item will be visible in a ShootProof Partner Lab price sheet available via link from the ‘Send to Lab’ page of your ShootProof Account, and you will have the ability to sell each ordered Product to your Buyers 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 provide you with timely notice of any such pricing changes by posting the updates to the price sheet referenced above, and it is your responsibility to adjust your own Product prices accordingly. When you use a ShootProof Partner Lab to fulfill an order, ShootProof will collect any fees and costs assessed by the ShootProof Partner Lab and any associated shipping for that order from you. 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 fees 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 shipment. 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 generally, or to orders fulfilled via other third party labs. In the event that a remedy is requested from a Partner Lab (such as a refund, reprint, or replacement), the lab may require certain documentation, proof of issue, or other supporting materials in order to process the request. By using Partner Lab services, you agree to reasonably cooperate and assist us in providing any such information or documentation as may be necessary to facilitate the resolution of the issue.

21. Refunds and Returns

By accepting payment Card transactions with a Connected Account, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Connected Account in accordance with this Agreement, Card Organization Rules, and Stripe and ShootProof policies. Card Organization Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Buyers at the time of purchase, (c) not give cash refunds to a Buyer in connection with a Card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. If a processed refund causes your Connected Account to go negative, we may charge or debit any bank account, credit card, or other payment method associated with your ShootProof Account for the amount owed if Stripe is unable to collect the funds from your Connected Account. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the Buyer, you may still receive a Chargeback relating to such sales.

22. Taxes

 Unless otherwise notified by ShootProof, you agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes (collectively, “Taxes”) that may be imposed, based on your use of the Payment Services and in relation to this Agreement, or the use or possession of your ShootProof Account, or any software or other product provided under this Agreement, 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. 

23. Privacy and Confidentiality

We respect your privacy and will handle and process your personal information in accordance with the Data Processing Addendum governing your access to and use of the ShootProof platform, including the Payment Services. Please see Section 22 of our Terms of Use for more information regarding our Data Processing Addendum and privacy practices in connection with the ShootProof platform and the Payment Services. You agree that you have read, understood and accepted ShootProof’s applicable Data Processing Addendum governing your account, which is incorporated herein by reference.

Any personal information you receive about Buyers or other third parties through use of the Payment Services must be kept confidential and can only be used in connection with the Payment Services. You may not disclose, use, or distribute such personal information for any other reason without the express consent of the Buyer or other third party.

24. Data Security and Privacy

You represent to us that you do not have access to Card information (such as the cardholder’s account number, expiration date, and CVV2). In the event that you receive such Card information in connection with the processing services provided under this Agreement, you agree that you will not use it for any fraudulent purpose or in violation of any Card Organization Rules, including but not limited to Payment Card Industry Data Security Standards (“PCI DSS”) or applicable law. If at any time you believe that Card information has been compromised, you must notify us promptly and assist in providing notification to the proper parties. You must ensure your compliance and that of any third party service provider utilized by you, with all security standards and guidelines that are applicable to you and published from time to time by Stripe, Visa, MasterCard or any other Card Organization, including, without limitation, the Visa U.S.A. Cardholder Information Security Program (“CISP”), the MasterCard Site Data Protection (“SDP”), and (where applicable), the PCI Security Standards Council, Visa, and MasterCard PA-DSS (“Payment Application Data Security Standards”) (collectively, the “Security Guidelines”). If any Card Organization requires an audit of you due to a data security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Card information other than for the sole purpose of completing the transaction authorized by the customer for which the information was provided to you, or as specifically allowed by Card Organization Rules, Operating Procedures or required by law. The following links provide more information on PCI DSS and CISP compliance: https://www.pcisecuritystandards.org(opens in a new tab) and http://www.visa.com/cisp(opens in a new tab).

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

25. Termination

Your right to access and use the Payment Services will begin when you register your Stripe Connected Account with ShootProof and will end when terminated by you, ShootProof or by Stripe, as described in this Agreement, the Connected Account Agreement (available at: https://stripe.com/legal/connect-account), and/or the Terms. You may terminate your Connected Account at any time by providing notice to ShootProof and immediately ceasing your use of Payment Services. However, if you commence using Payment Services again, you are consenting to this Agreement. Stripe and/or ShootProof may terminate your Connected Account and your right to access and use the Payment Services (a) where you are in material breach of the Connected Account Agreement or this Agreement and fail to cure the breach upon 10 days’ notice by Stripe and/or ShootProof (such notice and cure period only being required if curing the breach is feasible); or (b) upon 30 days’ notice for any reason. We may terminate this Agreement, and Stripe may also terminate your Connected Account Agreement, immediately if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, or if we or Stripe determines that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to us, the ShootProof platform, and/or Stripe.

All provisions hereof giving rise to continuing obligations will survive termination of this Agreement.

26. Dormant Connected Accounts

If there is no activity in your Connected Account (including access or payment transactions) for at least one year, consecutively, and you have a monetary balance (“Balance”) in your Connected Account, we will use reasonable efforts to notify you by sending an email to the email address associated with your Connected Account and give you the option of keeping your Connected Account open and maintaining the Balance, withdrawing the Balance, or requesting a check. If you do not respond to our notice within thirty days, we will automatically close your Connected Account and escheat your funds in accordance with applicable law, and if permitted, to ShootProof.

27. Indemnity

You agree to indemnify, defend, and hold ShootProof and its licensees, licensors, and third party service providers (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) (a) resulting from any breach of any warranty, covenant, or obligation made by you under this Agreement, or any misrepresentation by you under this Agreement, your Connected Account Agreement, the Terms, any ShootProof or Stripe policies or guidelines, or the Card Organization Rules; (b) arising out of your or your employees’ or your agents’ negligence or willful misconduct in connection with any transaction submitted through the Payment Services; (c) arising out of your use of the Payment Services; (d) arising out of your interactions with your Buyers or any of your Offerings (as defined in the Terms); or (e) arising out of any third party indemnifications we are obligated to make or provide as a result of your actions (including indemnification of any third party service provider).

28. No Warranties

THE PAYMENT SERVICES, SHOOTPROOF PAY AND THE LAB PARTNER SERVICES (COLLECTIVELY REFERRED TO IN SECTIONS 28 AND 29 AS “COVERED SERVICES”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE COVERED SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED SERVICES ARE OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SHOOTPROOF AND ITS PROCESSORS, SERVICE PROVIDERS (INCLUDING LAB PARTNERS), SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE COVERED SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE COVERED SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE COVERED SERVICES WILL BE AVAILABLE AT ANY CERTAIN TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE COVERED SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY TRANSACTIONS CONDUCTED VIA THE COVERED SERVICES ARE CONDUCTED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE COVERED SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR STRIPE OR ANY CARD ORGANIZATION, OR FOR ANY LAB PARTNER.

29. Limitations of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOOTPROOF, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, AND LICENSORS (AND EACH OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES) (INCLUDING, WITHOUT LIMITATION, STRIPE AND THE LAB PARTNERS) SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR 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, LOSS OF CONFIDENTIAL INFORMATION, LOSS OF SOURCE MEDIA AND/OR CONTENT, OR COSTS OF RECREATING LOST SOURCE MEDIA AND/OR CONTENT) OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR YOUR ACCESS TO AND USE OF THE COVERED SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL SHOOTPROOF BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM (I) HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PAYMENT SERVICES OR YOUR CONNECTED ACCOUNT, OR THE INFORMATION CONTAINED THEREIN; (II) ERRORS, MISTAKES, OR INACCURACIES OF THE COVERED SERVICES; (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE COVERED SERVICES; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE COVERED SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE COVERED SERVICES BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE COVERED SERVICES. THE TOTAL AGGREGATE AND CUMULATIVE LIABILITY OF SHOOTPROOF ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE THE AMOUNT OF FEES EARNED BY SHOOTPROOF IN CONNECTION WITH YOUR USE OF THE COVERED SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SHOOTPROOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

30. Dispute Time Limit

You agree that any dispute hereunder must be commenced within one year after the cause of action accrues.

31. Force Majeure

No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused directly or indirectly by a force majeure event. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances continue provided such non-performing party uses commercially reasonable efforts to recommence performance or observance as soon as practicable.

32. Governing Law

This Agreement shall be governed by Georgia law, without regard to its choice of law or conflicts of law.

33. Disputes and Arbitration

Any disputes arising hereunder shall be resolved via the dispute resolution process set forth in Section 30 of the Terms, which, among other things, requires the resolution of disputes via arbitration.

34. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supersedes any previous agreements and understandings. In the event of a conflict between this Agreement and any other ShootProof agreement or policy, this Agreement shall prevail on the subject matter of this Agreement.

35. Right to Amend

ShootProof reserves the right to amend this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Payment Services, with notice that we deem, in our sole discretion, to be reasonable according to the circumstances. Notice may be provided by posting an updated copy of this Agreement to our website at shootproof.com. Any use of ShootProof Pay or the Payment Services after publication of any such change shall constitute your acceptance of this Agreement as modified.

36. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ShootProof without restriction.

37. Severability

The parties intend every provision of this Agreement to be severable. If any part of this Agreement is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective. This Agreement and the Terms are meant to be complementary. In the event of a conflict between this Agreement and the Terms that cannot be read in a consistent or additive manner, this Agreement shall prevail with respect to terms involving ShootProof Pay, and the Terms shall prevail in all other respects. In the event of conflict between any other ShootProof agreement or policy, this Agreement shall prevail unless the agreement or policy expressly states to the contrary. The term “including” shall mean “including, without limitation,” in all instances in this Agreement unless the context clearly requires otherwise.

38. Survival

In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 1, 4, 5, and 7 through 

BY USING THE PAYMENT SERVICES AND/OR ACCEPTING THIS AGREEMENT (OR OTHERWISE BEING BOUND AS DESCRIBED ABOVE), YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE CEASE ALL FURTHER USE OF SHOOTPROOF PAY AND THE PAYMENT SERVICES.