SHOOTPROOF PRINT STORE TESTING PROGRAM ADDITIONAL TERMS
PRINT STORE PROGRAM OVERVIEW. ShootProof.com (“ShootProof”, “We” or “Us”) is partnering with Collage.com to provide a new feature/software called the “Print Store” on ShootProof.com to enable your customers the ability to create and purchase personalized products utilizing the images and content (“Content”) in your customer gallery on ShootProof.com (“Program”). The Program is only available for ShootProof professional photographer customers located in the United States.
1. License Grant. ShootProof hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, only for the Evaluation Period, to access and use the Program pursuant to these Terms. You hereby grant to ShootProof and Collage.com, Inc. a non-exclusive, fully paid and royalty-free, transferable, sublicensable license to use, copy, store, modify, distribute, publish and process the Content and your feedback for the purposes of (a) providing services to you or your customer; or (b) improving our services or the Program.
2. Term. This Agreement may be terminated by Us at any time. This license will also terminate automatically upon your failure to comply with any of the terms of this Agreement. However, any Revenue Share earned prior to termination or expiration date will be paid to you despite the termination or expiration.
3. Your representations and warranties. You represent and warrant to Us that:
- a. You have the legal authority to enter into this Agreement;
- b. You own the Content or otherwise have the right to use the Content as intended by the Program;
- c. The use of your Content through the Program does not violate, misappropriate or infringe on the rights of any third party, including without limitation, privacy rights, publicity rights or any intellectual property rights;
- d. The Content does not disseminate another person’s information without his/her/their permission and does not disclose confidential information of a third party; and
- e. You will comply with all applicable laws and regulations in connection with your access, use of the Program.
4. Intellectual Property. All right, title, and interest in and to the Program (excluding Content) are and will remain the exclusive property of ShootProof and its licensors. Any feedback, comments, or suggestions you may provide regarding the Program will be the exclusive property of Shootproof. No portion of the Program may be reprinted, republished, modified, or distributed in any form without the express written consent of ShootProof. All right, title, and interest to the Contents are and will remain your or your licensor’s exclusive property. All feedback provided to ShootProof will be the exclusive property of ShootProof and can be used to (a) improve the Program and/or (b) promote the Program and/or ShootProof services.
5. Revenue Share.
a. You will be paid 20% of the Revenue received by Collage.com (“Revenue Share”) from the personalized products sold by Collage to your customer(s) utilizing the images in your professional galleries on ShootProof. Revenue means the total purchase price your customer pays for their order (including shipping and handling fees paid) less any sales tax paid and any applicable surcharge fees.
b. Promotional Revenue Share. Notwithstanding Section 5.a above, until January 31, 2022 (“Promotional Period”), you will be paid a higher revenue share of 30% from the personalized products sold by Collage to your customer(s) utilizing the images in your professional galleries on ShootProof. Upon the expiration of the Promotional Period, your revenue share will be restored to the rate defined in Section 5.a above.
c. Payment. You will be paid the Revenue Share for the products purchased via ShootProof Pay once payment of the product by your customer has been processed by Collage.com. However, ShootProof reserves the right to adjust the Revenue Share calculation and payout if the products are returned for a refund. Adjustments to the Revenue Share may be made by either (a) a setoff against future Revenue Share earned, or (b) a claim on your ShootProof Pay account.
6. Confidentiality. To the extent you receive or possess any nonpublic information from us that is designated confidential or, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, such information is our “Confidential Information” and must be handled according to these Terms. Confidential Information includes but is not limited to: (a) nonpublic information about our technology, features, customers, business plans, marketing and sales activities, finances, pricing, operations and other business information; and (b) the existence and content of our discussions or negotiations with you regarding your use of the services or Program. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the information by a wrongful or tortious act or by violating the rights of us or third parties; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information. You may not use Confidential Information except in connection with your use of the Service as permitted under these Terms or as separately authorized in a signed writing by us. You agree to not disclose Confidential Information during the term of these Terms, after you cease using the Services and after these Terms otherwise no longer applies. You will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, including at least the measures you take to protect your own confidential information of a similar nature.
7. 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) arising from the data or Content in your gallery utilized by the Program.
8. No Warranties. THE SERVICES IN CONNECTION WITH THE PROGRAM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE PROGRAM AND ITS 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.