Last updated: October 4, 2021

CLIENT TERMS AND CONDITIONS

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT BY REGISTERING TO BECOME A USER OR BY USING THE SHOOTT PLATFORM. YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE OR USE THE PLATFORM.

These Client Terms and Conditions (the “Client Terms”) state the terms and conditions between Shoott Inc. (“Shoott,” “we,” “us,” or “our”) and users of the Shoott website and software platform (the “Platform”) who book photography sessions as clients (“Client,” “you,” or “your”) to purchase services from registered providers (“Photographers”). Client and all other Users are also subject to the terms of any applicable Work Order.

We reserve the right to change the Client Terms at any time in our sole business discretion. Please check these Client Terms regularly for changes. Your continued use of the Platform following the posting of any changes to the Client Terms will constitute your acceptance of and agreement to our changes.

1. Relationship

1.1   These Client Terms state the terms under which Client has the right to use the Platform, and the obligation to pay Shoott fees, if applicable.

1.2   Photographers are independent contractors who use the Platform to offer their services and to perform work on specific projects for Clients pursuant to accepted Work Orders. Shoott is not a party to accepted Work Orders or other services agreement between Clients and Photographers. Shoott has no responsibility for, control over, or involvement in the scope, nature, quality character, timing or location of any work or services performed by a Photographer under a Work Order.

1.3   Unless modified by you directly through the Platform prior to proposal or by a Photographer pursuant to an accepted counteroffer, all Work Orders are governed by Standard Work Order Terms and Conditions accessible here.

1.4   Shoott is not a party to any Work Order and is not bound by any terms of a Work Order. Work Orders are entered into exclusively by and between Clients and Photographers.

1.5   Shoott is not an employer or joint employer of any Photographer. Shoott is not responsible for the performance or non-performance of any Client or any Photographer. Each Photographer is solely and entirely responsible for the Photographer's acts and for the acts of the Photographer's employees, agents and subcontractors. Each Client is solely and entirely responsible for the Client's acts and for the acts of the Client's employees, agents and subcontractors.

1.6   In the event Client uses a third party to manage Photographers on the Platform on behalf of Client, the third party is deemed the Client’s agent for this and all related purposes. Client will remain responsible for all obligations set forth in these Client Terms, including without limitation those regarding payment, data ownership, confidential information, and indemnity. In the event the third party breaches these Client Terms or the User Terms while acting on Client’s behalf, Client is responsible for such breach, including any related indemnity. Client shall provide the third party with administrator privileges on Client’s account. Except as expressly provided herein, Client shall not otherwise grant a third party access to its administrator account, and shall not sublicense, assign, sell, grant, or otherwise transfer its privileges under these Client Terms.

Shoott does not permit any photos of the session and/or subject(s) to be taken by anyone other than the assigned Shoott Photographer, including photos taken from mobile and tablet devices. If someone other than the designated Shoott Photographer takes photos of the session and/or subject(s), the Photographer reserves the right to end the session, the Client forfeits their session and any photos taken without penalty, and the Client will be banned from future use of Shoott's platform and services.

1.7   Scope of Works Covered.  Client agrees that any works created during or arising from any photograph session that was arranged through or resulted from the use of the Platform, including but not limited to, any works created pursuant to a Work Order, any works created or arising from a subsequent photograph session as a result of a booking through the Platform, and any works created for a Client by a Photographer who had been matched through the Platform (“Photo Works”) are subject to and covered by the Client Agreement.    

2. Photographer Data

Shoott does not and will not investigate or certify all aspects of Photographers’ skills, qualifications, background, experience or other information provided by Photographers through the Platform. Shoott makes no representation as to the validity or accuracy of information provided by Photographers. Client uses the Platform and contracts with Photographers for completion of Work Orders at its own risk.

2.1   Work Orders

• Regular Work Order

Client agrees to fulfill the terms of the regular Work Order (the “Regular Work Order”) which may be found here, unless the Photographer and Client agree to modify the terms of the Regular Work Order pursuant to part (b) below and subject to the limitation in part (c) below. 

• Custom Work Order

Photographer and Client may agree to modify certain terms of the Regular Work Order if both parties approve to the modification in writing.

• Mandatory Terms of Work Order

Any terms in the Regular Work Order that (i) benefit Shoott, (ii) contradict this agreement or the Photographer Agreement, or (iii) conflict with any of Shoott’s advertising or promotions that existed when the Client booked the session shall be considered mandatory.

Mandatory Terms may not be modified without Shoott’s written consent.

3. Client Data

3.1   The Platform allows Clients to book sessions by creating a profile to be viewed by prospective Photographers who wish to offer their services. Shoott does not own any information, text, data, or other content that Client submits, stores, or uses in the Platform, including all Work Order information (the “Client Data”). Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data.

3.2   Client grants Shoott a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display Client Data solely in connection with its operation of the Platform and related business purposes. Shoott will only use personally identifiable information of Client included in the Client Data for purposes of providing, improving and customizing the Platform, and to de-identify such Client Data as well as for any purpose set forth in the Shoott Privacy Policy. Once Shoott has de-identified Client Data, Shoott may analyze, use and disclose such de-identified information for any purpose, including for marketing and advertising via the Platform interface, and as otherwise set forth in its Privacy Policy.

3.3   Client must enter information and data in the Platform for purposes of accepting and updating the status of Work Orders. All such Work Order information is the property of the applicable Client.

4. Payment to Photographers and Fees

4.1   A Photographer who performs work for a Client under a Work Order through the Platform will be paid via the Platform on behalf of the Client.

4.2   Shoott charges fees for the use of the Platform upon completion of a Work Order. When a Client sources a Photographer through the Platform, the Photographer will pay Shoott a set percentage of the fees agreed to in the Work Order. Shoott will deduct these fees directly from the fees payable to a Photographer by a Client. This fee shall be up to forty percent (40%) of the amount payable to Photographer by Client pursuant to a completed Work Order. Shoott’s fees are subject to periodic changes in its sole business discretion. Use of the Platform constitutes acceptance of Shoott’s most current pricing.

4.3   Once the Client authorizes its acceptance of a completed Work Order through the Platform in accordance with the Work Order Terms and Shoott facilitates Client’s payment for services under the Work Order to the Photographer, Shoott shall have no further financial obligation with respect to Client or Photographer under that Work Order. Any refund of amounts paid or a warranty claim related to a Work Order shall be the responsibility of the Photographer who was paid for the services.

4.4   In addition to any other remedies it may have under these Client Terms, Shoott reserves the right to suspend or terminate Client’s access to the Platform in order to protect Shoott’s rights and interests.

4.5   In the event that any jurisdiction imposes sales, use, value-added, excise, or other taxes payable on account of payments to Shoott, other than taxes on Shoott’s own income (“Taxes”), Shoott’s fees will be increased to cover such Taxes so that it receives a net amount equal to the full amount of the fees or other payment obligations that would otherwise have been payable under these Client Terms as if no such deduction or withholding was required.

5. Tax Reporting and Payment Obligations

5.1   As a service to registered Clients and on behalf of registered Clients, Shoott will provide Photographers with annual 1099s and file such forms as required by the Internal Revenue Service. The filings will only be made for Photographers who are U.S. Residents, for net fees paid to Photographers on Work Orders sourced through the Platform, and for work done in the United States for each year that the fees paid to Photographer for completed Work Orders exceeds $600.

5.2   Subject to Section 6.1, Client otherwise will be responsible for meeting any and all tax payment or reporting obligations that may be imposed by the laws of any legal jurisdiction as a result of the payment of fees or other compensation to Photographers for services provided pursuant to Work Orders completed via the Platform.

6. Data Security

Shoott will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by Client in accessing and using the Platform. Client is solely responsible for the security of all usernames and passwords that may be required to access and use the Platform. If the security of such information is comprised, Client agrees to promptly notify Shoott.

7. Confidentiality

7.1 Definition

In performing and accepting services under these Client Terms, Shoott and Client may exchange technical, product, financial, and business information which is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.

7.2   Obligations

Shoott and Client will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under these Client Terms. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for the purposes of these Client Terms, provided the person receiving the information has a confidentiality obligation to the disclosing party, which is at least as stringent as the confidentiality terms of these Client Terms. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care.

7.3    Limitations

These Client Terms impose no obligation with respect to information which: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these Client Terms; (c) was obtained by the receiving party from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information.

7.4    Ownership

Each party retains all rights in and to its own Confidential Information.

7.5   Survival

The confidentiality provisions of these Client Terms shall survive its termination for a period of two (2) years, except for the obligations of the parties regarding any trade secret information which shall survive indefinitely.

8. No Circumvention; Non-Interference 

8.1 Photographer shall do all work for Clients directly through the Platform only. If a Photographer directly engages with any Clients, or Clients’ clients, outside of the Platform, Shoott will assess a smaller Shoott Fee based on the value of the additional services.  In addition, Client agrees not to book any free sessions for their own commercial purposes, without written consent from Shoott and the Photographer.

8.2   For the term of Client’s use of the Platform and one (1) year thereafter, Client shall not directly or indirectly: (a) solicit for employment or contract services or hire any Photographer to perform services similar to those offered by Photographer through the platform, except for services to be performed pursuant to Work Orders via the Platform without the prior written consent of Shoott; nor (b) take any action which interferes with the contractual relationship between Shoott and any of its Photographers.

8.3   Buy Out Fee. Nothing in these Terms is intended to constrain the engagement of Photographer by Client, provided the terms of such engagement are in accordance with the Client Terms of Use signed by Client, which provides that subject to (a) Client’s prior written notice to Shoott and (b) full payment of the Buyout Fee (defined below), Client may at any time during or after the term, opt to engage or hire Photographer outside of the Platform. Unless otherwise agreed upon by Shoott and Client, within thirty (30) days of hiring or engaging Photographer, Client shall pay Shoott a buyout fee that equals 25% of the Photographer’s annual earnings on the Platform or $5,000, whichever is higher (“Buyout Fee”) if Photographer was (a) introduced by Shoott to Client, and (b) hired as an employee or otherwise continuously engaged by Client within twelve (12) months of completion of the most recent Work Order between Client and Photographer outside of the Platform.

9. Term and Termination

These Client Terms commence when Client registers to use the Platform for the first time and continue in force until terminated by either party. Client may terminate these Client Terms immediately upon notice to Shoott at any time and for any reason. Shoott may terminate these Client Terms immediately without any notice at any time and for any reason, including, but not limited to, because Shoott has a good faith belief that such action is necessary to prevent abuse or otherwise protect the safety of the Shoott community, including Photographers, or any third parties. Upon termination by either party, Client’s rights to access and use the Platform will cease immediately. Upon any termination, Client will not be relieved of any obligation to pay any fees due to Shoott which accrued before the termination date. If these Client Terms are terminated for any reason, Shoott will make the Client Data available for transmittal to Client within a reasonable period after receiving a written request from Client, provided such request be received within sixty (60) days following termination.

10. Warranties and Disclaimer

10.1.   General

Shoott and Client each represent and warrant as to themselves that (a) each are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which they were formed (in the case of Clients who are not individual persons); (b) each has full power and authority to execute, deliver, and perform these Client Terms; (c) these Client Terms have been duly authorized, executed, and delivered by and are a legal, valid, and binding obligation in accordance with these terms; and (d) each of their obligations under these Client Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency.

10.2 Client Data

Client represents and warrants that: (a) Client owns or has secured sufficient intellectual property rights to the Client Data to deliver it to Shoott for use in the Platform as intended by these Client Terms; (b) the Client Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Client Data does not and will not contain a software virus or other harmful component.

11. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

Shoott and Client mutually agree to resolve any and all covered justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This arbitration agreement (“Arbitration Agreement”) is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims arising out of or relating to the Client Terms, this Arbitration Agreement, the Photographer’s classification as an independent contractor, Photographer’s provision of services, use of the Platform, any payments made or received by or through the Platform or arising out of or relating to the acceptance or performance of services arranged through the Platform, the termination of this Arbitration Agreement, and all other aspects of the Client’s relationship (or the termination of its relationship) with Shoott, past, present or future, whether arising under federal, state or local statutory and/or common law.  If it is determined that the Federal Arbitration Act does not apply to any claims covered by this Arbitration Agreement, the parties agree that the Delaware Uniform Arbitration Act applies to those claims, as Shoott is incorporated in Delaware.  If it is determined that neither the Federal Arbitration Act nor the Delaware Uniform Arbitration Act applies, the parties agree that the law of the jurisdiction where the arbitration takes place will apply.  Client and Shoott agree that the mutual obligations to arbitrate disputes provide adequate consideration for this Arbitration Agreement.

11.1 If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought. Any demand for arbitration by Photographer must be delivered to the Shoott at 154 Grand Street, New York, NY 10013. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

11.2 Class and Collective Action Waivers. Shoott and Client mutually agree that by entering into this Arbitration Agreement, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective (“Class Action Waiver”). Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Rules, as defined below and incorporated herein by reference, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

11.3 Client agrees and acknowledges that entering into this Arbitration Agreement does not affect Photographer’s status as an independent contractor in fact and in law, that Photographer is not an employee of Shoott and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement.

11.4 Except as otherwise stated in this Arbitration Agreement, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:

(a) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction. The arbitrator shall have authority to decide gateway issues, including arbitrability.

(b) The location of the arbitration proceeding will be no more than 45 miles from the place where Photographer last performed services for Client, unless Client and Shoott agree in writing otherwise.

(c) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that Company shall pay all of the Arbitrator’s fees and costs.

(d) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

(e) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.

(f) Either party may bring motions to dismiss and/or motions for summary judgment and the Arbitrator will apply the standards of the Federal Rules of Civil Procedure governing such motions.

(g)   The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.

(h)   Either Shoott or Client may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.

(i)    Regardless of any other terms of this Arbitration Agreement, claims may be brought before, and remedies awarded by, an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act (such as the National Labor Relations Board, the U.S. Department of Labor or the Equal Employment Opportunity Commission). This Arbitration Agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress or lawful, enforceable presidential Executive Order.

(j)     The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.

(k)   This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable. This Arbitration Agreement survives after the termination of the Client Terms and/or after Client ceases any relationship with Shoott. Notwithstanding any contrary language in the Client Terms or in any Shoott policy or other agreement, this Arbitration Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both Client and an authorized representative of Shoott.

12. Disclaimer

USE OF THE PLATFORM IS AT CLIENT’S SOLE RISK. EXCEPT AS SET FORTH EXPRESSLY IN THESE TERMS AND CONDITIONS, THE PLATFORM IS PROVIDED “AS IS” AND “AS-AVAILABLE” AND WITHOUT A WARRANTY OF ANY KIND. SHOOTT DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION OR QUALITY OF THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SHOOTT DOES NOT WARRANT THAT THE PLATFORM WILL MEET ANY USER’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR WEBSITES, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY SHOOTT WILL CREATE A WARRANTY REGARDING THE PLATFORM. NO AGENT OR EMPLOYEE OF SHOOTT IS AUTHORIZED TO MAKE ANY WARRANTY OBLIGATIONS ON BEHALF OF SHOOTT OR MODIFY THE LIMITATIONS STATED IN THIS SECTION 16.

13. Indemnification

13.1 Shoott Indemnification

Shoott shall indemnify and hold Client, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any alleged conduct which would constitute a breach of the representations and warranties of Shoott set forth herein; or (b) a claim that the use of the Platform (other than third party materials) infringes the copyright, trademark, or United States or Canadian patent rights of any third party. Upon notice of an alleged infringement or if in Shoott’s opinion such a claim is likely, Shoott shall have the right, at its option, to obtain for Client the continuing right to use the Platform, substitute other non-infringing functionality, or modify the Platform so that it is no longer infringing. THIS SECTION SETS FORTH SHOOTT’S SOLE AND EXCLUSIVE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, FOR SHOOTT’S INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND.

13.2 Client Indemnification

Client shall indemnify and hold Shoott, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) a claim based on any alleged misuse of the Platform by Client, or its agent or a claim that any Client Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of Client set forth herein; and; and (c) any claims arising out of or related to any Work Order, including (i) any claims by any third party or government agency that a Photographer was misclassified as an independent contractor or employee of Client; and (ii) any claim that Shoott was an employer or joint employer of a Photographer; and (iii) related legal claims under any employment laws.

13.3 Conditions

Each party shall indemnify the other party as set forth above provided that: (a) the indemnified party notifies the indemnifying party promptly in writing of the claim; (b) the indemnifying party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) the indemnified party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.

14. Limitations of Liability

14.1   SHOOTT’S AGGREGATE LIABILITY TO CLIENT FOR CLAIMS RELATING TO THESE TERMS, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING TO SHOOTT FOR WORK ORDERS COMPLETED FOR CLIENT DURING THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THESE CLIENT TERMS OR $2,500, WHICHEVER IS LESS.

14.2   NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES, WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

15. Allocation of Risk

Shoott and Client acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of these Client Terms, and that absent these limitations the parties would not have executed these Client Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

16. Photographic Content and Intellectual Property

16.1 Intellectual Property Rights in Purchased Photographs

A Client shall have the unlimited right to copy, display, compile, use, and make derivative works of each purchased photograph for any non-commercial purpose.

16.2 Permission to Use Photographs

Client grants to Shoott an irrevocable, exclusive, worldwide, perpetual license to copy, distribute, sell, offer to sell, compile, and make derivative works of the Photo Works for Shoott to provide its Platform and offer its Services to Client. Client also grants to Shoott an irrevocable, non-exclusive, worldwide, perpetual license to publicly display the Photo IP for Shoott to advertise and market Shoott’s Services and its Platform.

16.3 Waiver of Privacy and Likeness Rights

Client waives any privacy and likeness rights arising under any laws under any jurisdiction to the extent that such rights conflict with Shoott’s Services that are provided to Client, including any rights that conflict with Client’s expected use of the Platform for its intended purpose.

16.4 Limitations of Use of Photo Works

Except as allowed under Section III, Client shall not use nor permit a third-party to use the Photo Works, nor license any rights to the Photo Works, for any commercial purpose without the written consent of Shoott and the Photographer.

16.5 Enforcement Against Third-Party’s Unauthorized Uses of Photo Works

Client agrees to cooperate with Shoott to enforce any rights in the Photo Works, including any misappropriation of Client’s likeness rights, invasion of privacy rights by a third-party, or violation of any other rights where Client’s cooperation is necessary to protect against the unauthorized use of the Photo Works.

Client agrees that Shoott may act as Client’s agent under the Digital Millennium Copyright Act to submit takedown notices of unauthorized uses of the Photo Works.

Shoott shall have no obligation to enforce any rights on behalf of Client or otherwise.

16.6 Disputes with Photographers

If Client has a dispute with a Photographer regarding any intellectual property, likeness, or privacy rights or the Photographer’s use of the Photo Works, Client shall notify Shoott of the dispute before filing any action – whether arbitration or otherwise – against the Photographer. Such notice shall set for the facts giving rise to the dispute and the remedy that Client desires.

At its sole option, Shoott may seek to informally mediate the dispute, and if Shoott so elects, the Client shall work in good faith to resolve the dispute. If the dispute is not resolved within sixty (60) days or Shoott does not elect to informally mediate the dispute within fourteen (14) days, Client may pursue the appropriate action against the Photographer.   

17. Cancellation & Lateness Policy

Clients can easily cancel or reschedule at any time up to 10:00am two days before a scheduled session. If Client cancels after this time, Client agrees to pay a $40 fee to cover your Photographer’s time and forfeiture of other paid gigs. If Client is more than 10 minutes late to a session start time, Client agrees to pay a late fee of $20-$40 depending on time of arrival. If Client does not cancel and fails to show up at their session, Client will be automatically charged a $75 no-show fee.

18. Notices

All notices and other communications shall be in writing and shall be deemed to have been duly given or made (i) with delivery by hand, when delivered, (ii) with delivery by certified or registered mail, postage prepaid.

19. Successors and Assigns

These Client Terms shall be binding upon Client and inure to the benefit of the Shoott and its successors and assigns, including, without limitation, any entity to which substantially all of the assets or the business of the Shoott are sold or transferred. Client shall not be entitled to assign these Client Terms or any of Client’s rights or obligations hereunder.

20. Severability

If any provision of these Client Terms is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

21. Waivers

No delay or omission by either party hereto in exercising any right, power, or privilege hereunder shall impair such right, power, or privilege, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

22. Headings

The headings and other captions in these Client Terms are included solely for convenience of reference and will not control the meaning and interpretation of any provision of these Client Terms.

23. No Strict Construction

The language used in these Client Terms will be deemed the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.

24. Governing Law

Other than the Arbitration Agreement and Class Action Waiver, which shall be governed by the Federal Arbitration Act, these Client Terms will in all respects be is governed by the laws of the state in which the Photographer last performed services without reference to its principles of conflicts of laws.

25. Entire Agreement

These Client Terms, and any Work Order (including the Work Order Terms), contain the entire agreement between the Shoott and Client concerning the subject matter hereof and as of the Effective Date and supersedes any contract, severance, confidentiality or invention assignment agreement between the parties hereto, provided, however, that the Shoott reserves and shall retain all rights and remedies it may have against Client with respect to any breach on or before the Effective Date of any prior agreements. If there are any inconsistencies between these various agreements, the Client Terms control, as between Shoott and Client.

26. Mobile Terms of Service

• Shoott will send SMS texts containing promotional offers and/or information related to past or upcoming sessions and galleries.

• You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

• If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at info@shoott.com.

• Carriers are not liable for delayed or undelivered messages.

• As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive no more than 10 SMS texts per month comprised of promotional and operational messages. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

• If you have any questions regarding privacy, please read our privacy policy: https://app.termly.io/document/privacy-policy/17852346-0a2e-47b6-8fe8-52c42e9231a1

27. Signature

These Client Terms may be signed and are enforceable by electronic signature, digital signature, wet signature, and facsimile signature.

Questions? Concerns? Suggestions?

Please contact us at support@shoott.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.

Date or timing of payment:

Duration/Termination:

All of the Work Order Terms and Conditions are incorporated by reference into this Work Order and made a part of it.

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