Last updated: May 21, 2018
By accessing or using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that Organization.
To create or use a ShootProof account, you must be over 18 years of age. You must provide us true, accurate, current and complete information about yourself when you create your ShootProof account. If the information you provide is untrue, inaccurate, incomplete or outdated, or we have reasonable grounds to suspect it is, we reserve the right to suspend or terminate the Services. You may only have one registered free ShootProof account at any given time. If we determine that you have multiple ShootProof accounts or are otherwise not in compliance with these Terms, we may close your ShootProof accounts and delete all photos in the accounts. If there is a mitigating circumstance requiring you to have multiple ShootProof accounts, please obtain written permission from ShootProof prior to uploading any Content.
You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password, whether your password is with ShootProof or a third-party service. You agree not to disclose your password to any third party. ShootProof cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify ShootProof immediately upon becoming aware of any breach of security or unauthorized use of your ShootProof account.
Organizations and individuals may sell Products through the Services by using an authorized third party merchant account or ShootProof Payments (our payment processing service). ShootProof Payments is only available to U.S. residents. If you intend to use ShootProof Payments as a seller, you are required to complete and agree to our Seller Agreement located at https://www.shootproof.com/legal/seller-agreement (the “Seller Agreement”), which governs your use of the payment processing services. The applicable fees and charges for ShootProof Payments and electronic bank transfers are listed on our fee schedule at: https://help.shootproof.com/hc/en-us/articles/115008322108, which may be update by us from time to time. The Seller Agreement contains additional terms governing seller’s ShootProof Account and sales. If you are a seller and fail to complete our Seller Agreement we may suspend or terminate seller’s ShootProof account.
As a sellers, you can use ShootProof Partner Labs to fulfill Product orders sold through the Services, or can self-fulfill orders with the lab of their choice outside of our Services. The cost for each ShootProof Partner Lab fulfilled item will be visible in a ShootProof Partner Lab price sheet, and as a seller you will have the ability to sell each such item to a buyer for any price that you choose. ShootProof reserves the right to adjust the prices in the ShootProof Partner Lab price sheet at any time with reasonable notice to you. It is your responsibility as a seller to adjust your own prices for each item in your price sheet(s) for sale to buyers. When a ShootProof Partner Lab is used to fulfill an order, the seller will be responsible for payment of the lab costs and any associated shipping for each order. The total lab cost (lab items and shipping, collectively “Lab Costs”) as noted in the ShootProof Partner Lab price sheet will be deducted by ShootProof from the total collected in the buyer’s applicable order. The Lab Costs will only be deducted from the seller’s ShootProof account (i) when the order has been confirmed by the seller to be sent to the ShootProof Partner Lab based on selecting 'Send to Lab' on the order page or (ii) based on the seller’s 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 Costs, the seller will be charged the difference in the amount collected from the buyer for the applicable order and the Lab Costs associated with the order, and the seller authorizes ShootProof to use available funds from the seller’s ShootProof account to pay for the balance of the Lab Costs. If there are not enough funds in the ShootProof account to pay the balance of the Lab Costs, seller authorizes us to charge the seller’s credit card linked to the ShootProof account for the Lab Costs (plus any applicable credit card processing fee if ShootProof Payments is used for such charge). The charge will be visible to the seller 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 are a seller that is not completely satisfied with an item fulfilled through a ShootProof Partner Lab, please contact email@example.com and complete a return request within forty-five (45) days of the fulfillment order. ShootProof, in its discretion, will reprint the item, or, refund your money. Please note that this return policy only applies to seller’s placing fulfillment orders, and does not apply to any transactions between a buyer and seller.
You agree not to misuse the Services. For example, you agree not to, directly or indirectly do or attempt to do any of the following:
You understand and agree that upload and download of any Content through the Services are done at your own discretion and risk. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services and your Content, including copyright laws. We reserve the right to immediately suspend or terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of our Services.
You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of Services, or any software or other product provided under these Terms, excluding any taxes based on net income payable by ShootProof. If you are exempt from paying any sales, use or other taxes, you must provide ShootProof with appropriate evidence of tax exemption for all relevant jurisdictions.
ShootProof does not claim ownership of any Content that you post on or through the Services. Instead, you hereby grant to ShootProof a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, copy, store, modify, distribute, publish, and process the Content that you provide through the Services solely for purposes of providing or improving the Services (including vendor order fulfillment services). You acknowledge and agree that your relationship with ShootProof is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place ShootProof in a position that is any different from the position held by members of the general public.
You represent and warrant that: (i) you own the Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Services; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction.
You are responsible for obtaining any permissions or consents required, as well as proper release documentation from any person whose image or other personal data is posted or submitted by you through the Services. While ShootProof does not and cannot review all content provided to it, and is not responsible for such content, ShootProof reserves the right to delete, edit or rearrange content that it, in its sole discretion, deems objectionable, in violation of copyright or trademark laws or otherwise unacceptable. You understand and agree that ShootProof cannot and will not be responsible for the Content posted on the Service and you use the Services at your own risk.
ShootProof may provide certain downloadable client software applications (the “Software”) for use in connection with the Services. The license being granted to you hereunder does not constitute a sale of the Software or any copy thereof, and as between ShootProof and you, ShootProof retains all right, title, and interest in the Software.
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of ShootProof and its licensors. The Services are protected by copyright, trademark, trade secret, and other laws. ShootProof.com, ShootProof, and the ShootProof logo and other marks are trademarks of ShootProof. No portion of the Services may be reprinted, republished, modified, or distributed in any form without the express written permission of ShootProof. Any feedback, comments, or suggestions you may provide regarding ShootProof, or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Additionally, if (i) you are established in the European Economic Area (“EEA"); (ii) you provide goods or services to individuals in the EEA; or (iii) you are otherwise subject to the requirements of the EU General Data Protection Regulation (“GDPR”), and ShootProof acts or will act as a data processor of personal data on your behalf under the GDPR, then you agree to enter into our Data Processing Addendum (https://studio.shootproof.com/v3/dpa/new).
These Terms will continue to apply to you until terminated by either you or ShootProof. ShootProof may terminate the Terms or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services or non-compliance with the Terms. Upon termination, any Content you have stored on the Services may no longer be retrieved, so you should make a backup copy of any such Content on a regular basis and before terminating your plan. If you or ShootProof terminate the Terms, or if ShootProof suspends your access to the Services, you agree that ShootProof shall have no liability or responsibility to you and ShootProof will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by ShootProof or one of its subsidiaries infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked, containing the following information:
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for more details. Notices and counter-notices with respect to our websites should be sent to email: firstname.lastname@example.org or written form to: ShootProof Attn: Copyright Compliance 600 Galleria Pkwy, Suite 1460, Atlanta, GA 30339.
We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. Nothing contained herein shall be construed as legal advice and it is not intended as legal advice.
Nothing in this agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between ShootProof and you. Nothing expressed or mentioned in or implied from these Terms are intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms.
The Services may provide links to third-party sites or provide content from third party sites that are not owned or controlled by ShootProof. These Terms do not apply to any third party websites or their practices. It is your responsibility to become familiar with each third party site's privacy and other policies and Terms, and to contact that site's webmaster or site administrator with any concerns. You agree that ShootProof is not responsible for any loss or damage in your dealings with such third party sites.
You may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).
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) arising from your use of and access to the Service, including any data or Content transmitted or received by you, any other party’s access or use of the Service with your username and password, or your violation of these Terms, the Seller Agreement, applicable law, rule or regulation.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES ARE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES 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, SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH OUR SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE.
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) SHALL NOT BE LIABLE FOR ANY DIRECT, 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, OR LOSS OF CONFIDENTIAL INFORMATION, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL SHOOTPROOF BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR SHOOTPROOF ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOOTPROOF, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, AND LICENSORS (AND EACH OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (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 SERVICES; AND/OR (VII) SELLER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. SHOOTPROOF, ITS PROCESSORS, SERVICE PROVIDERS, AGENTS, SUPPLIERS, OR LICENSORS (AND EACH OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES) SHALL NOT BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY SHOOTPROOF IN CONNECTION WITH YOUR USE OF THE 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 IN THE APPLICABLE JURISDICTION.
No party shall be liable for any default or delay in the performance of its obligations under these Terms 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 prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.
These Terms shall be governed by Georgia law, without regard to to its choice of law or conflicts of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
The terms of this section will apply to all disputes that may arise out of, are connected with, or relate to these Term or the Services, subject only to the following exceptions: (1) if ShootProof reasonably believes that you have in any manner acted or failed to act in any manner that may cause harm to ShootProof or any third party, we may seek injunctive or other appropriate relief in any court of competent jurisdiction; or (2) any dispute may, at the option of the claiming party, be resolved in small claims court in Atlanta, Georgia, provided that all claims by all parties in the dispute (i) fall within the jurisdiction of the small claims court, and (ii) were unsuccessfully resolved through the informal resolution process set forth below. In no event will the terms of this section limit ShootProof's ability to investigate complaints or reported violations of these Terms, or to take any action we deem necessary and appropriate to mitigate actions against ShootProof, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties.
You agree that prior to filing any claim against ShootProof, you will first contact ShootProof and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). You will allow ShootProof thirty (30) days from the date of filing your written description within which to resolve the dispute to your reasonable satisfaction.
Except as otherwise set forth in this section, if ShootProof does not resolve the dispute through good faith negotiations under this informal process, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”) in the city of Atlanta, Georgia under the AAA’s commercial arbitration rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The timeline for disputes, unless otherwise required by applicable law, must be commenced within one year after the cause of action accrues. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SHOOTPROOF ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
These Terms with any amendments and any additional agreements you may enter into with ShootProof constitute the entire agreement between the parties with respect to the Service, and supersede any previous agreements and understandings. In the event of a conflict between these Terms and the Seller Agreement, the Seller Agreement shall prevail. In the event of conflict between any other ShootProof agreement or policy (“Additional Terms”), these Terms shall prevail.
ShootProof reserves the right to amend these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, with notice that we deem, in our sole discretion, to be reasonable according to the circumstances. Notice may include notice on our website at ShootProof.com or to the email associated with your ShootProof account. Any use of our Services after publication of any such change shall constitute your acceptance of these Terms as modified. If you do not agree to, or cannot comply with, the Terms as amended, you must stop using the Services and notify ShootProof.
The parties intend every provision of these Terms to be severable. If any part of these Terms 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.
Any notices or demands shall be in writing and addressed to the respective parties, as follows:
If to ShootProof: Except as otherwise provided herein, notice shall be made by registered or certified mail, ShootProof 600 Galleria Pkwy, Suite 1460 Atlanta, GA 30339, Attn: President and Legal Department.
If to You: ShootProof may give notice by means of a general notice on the Services, electronic mail to your email address in your ShootProof account, telephone or text message to any phone number provided in connection with your ShootProof account, or by written communication sent by first class, registered, or certified mail, to any address connected with your ShootProof account.