PhotoUp’s team of editors provides photo editing, floorplan, virtual staging and business management tools and services to photographers (“Services”). The editing options, editing plans, and editing procedures are listed on PhotoUp’s website at photoup.net.
PhotoUp reserves the right to make changes to its editing options, editing plans, and editing procedures. Photographer accepts these changes when photographer continues to use the services after PhotoUp makes any change.
The photographer shall submit the request for editing services using PhotoUp’s uploader or other methods it designates. PhotoUp may temporarily suspend its uploader and other Services whenever it needs to make upgrades, maintenance, and the like.
Notwithstanding any provision of this agreement, PhotoUp will have the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of its site and uploader (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the site and/or any page thereof and any element, aspect, portion or feature thereof, from time to time). PhotoUp’s editors will not do anything contrary to the law or that violates PhotoUp’s policies.
This agreement is effective on the date photographer signs up for any one of PhotoUp’s individual plans or team plans. Either party may at any time terminate this agreement without cause and without notice. If PhotoUp terminates this agreement, then it may suspend or terminate photographer’s username, password and account, deem any services completed by an editor as accepted and remit the pro-rated monthly payment to the photographer.
Photographer shall pay PhotoUp for its services according to the pricing on the plan that photographer selects. PhotoUp will bill monthly for use of the Service at the beginning of the month.
All invoices for any charges under this agreement are due and payable on the day submitted. For photographers paying via credit card, photographer’s credit card is charged simultaneously with the creation of the photographer’s invoice. Photographer’s account will be considered delinquent (in arrears) if payment in full is not received by the due date specified on the invoice.
Amounts due are exclusive of all applicable taxes, levies, or duties, and Photographer will be responsible for payment of all such amounts. All amounts are payable in U.S. dollars. If Photographer believes that any specific charge under this agreement is incorrect, in order to obtain a credit, Photographer must contact PhotoUp in writing within 30 days of invoice date setting forth the nature and amount of the requested correction; otherwise invoices are final.
In addition to other applicable remedies, PhotoUp may suspend and/or terminate Photographer’s access to the Service and/or terminate this agreement, upon three days’ email notice, if Photographer’s account becomes delinquent (falls into arrears) or the credit care on file does not go through.
Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs.
Appropriate Use of Service
Photographer may not sublicense, resell or supply the Service for use in or for the benefit of any other organization, entity, business, or enterprise without Vendor’s prior written consent.
Photographer agrees not to submit to the Service any material that is illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively “Objectionable Matter”).
It is the Photographer’s sole responsibility to ensure that any Objectionable Matter is not submitted to PhotoUp. In addition, PhotoUp may, at its option, adopt rules for permitted and appropriate use and may update them from time to time on PhotoUp’s web site; Photographer will be bound by any such rules.
PhotoUp may remove any photograph or data that constitutes Objectionable Matter or violates any of PhotoUp’s rules regarding appropriate use, but is not obligated to do so. Photographer will comply with all applicable laws regarding photos and data, use of the Service, including laws involving private data and any applicable export controls. PhotoUp reserves the right to terminate this agreement for cause in case the Photographer materially breaches the provisions of this section.
PhotoUp reserves the right to suspend or terminate immediately the Photographer’s account or activity that is disrupting or causing harm to PhotoUp’s computers, systems or infrastructure or to other parties, or is in violation of state or federal laws.
Passwords and Access
Photographer is responsible for all activities that occur under its account. Photographer is responsible for maintaining the security and confidentiality of all usernames and passwords.
Photographer shall notify PhotoUp immediately of any unauthorized use of its username or password or account or any other known or suspected breach of security. Photographer shall change its password if it’s compromised.
All photos and other data submitted by Photographer to PhotoUp will remain the sole property of Photographer to the full extent provided by law.
Photographer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all photographs and data it submits to PhotoUp.
PhotoUp may use photographs uploaded for various marketing activities with the permission of the photographer. Photographer personal data will not be used for any purpose other than to provide the Service to Photographer and for statistical reporting purposes.
PhotoUp may aggregate anonymous statistical data, including but not limited to use and functioning of its system, for various marketing and internal activities to improve the system. Such aggregated statistical data will be the sole property of PhotoUp. PhotoUp will use commercially reasonable security measures to protect the photographs and data against unauthorized disclosure or use.
PhotoUp and its suppliers retain all rights in PhotoUp’s data such as text, audio, video, graphic and other information. This agreement grants no ownership rights to photographer. No license is granted to photographer except to use PhotoUp’s Services. PhotoUp’s names, logos, and the product names associated with PhotoUp’s online services are trademarks of PhotoUp or third parties, and they may not be used without PhotoUp’s prior written consent. Photographer shall not remove PhotoUp marks from these licensed materials.
Photographer may not alter, resell or sublicense PhotoUp’s services. Photographer shall not reverse engineer PhotoUp’s services or its software or other technology, in part or whole.
Photographer shall not use or access PhotoUp’s services to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions or graphics of the online services, (iii) make derivative works based upon the service or PhotoUp’s data or (iv) copy or share with any non-user not bound by the PhotoUp service agreement any features, functions or graphics of the services or PhotoUp’s data, either electronic or physical, including screenshots of the system.
Photographer shall not “frame” or “mirror” the services. Use, resale or exploitation of the services and/or PhotoUp’s data except as expressly permitted in this agreement is prohibited.
PhotoUp makes no warranty or representation, express or implied, including without limitation those of merchantability or fitness for a particular purpose regarding its website and services related to this agreement.
PhotoUp’s services, products and content are provided to photographer on an “as is” and “as available” basis. Photographer assumes all responsibility for determining whether the service or the information generated thereby is accurate or sufficient for its purposes.
PhotoUp does not warrant that use of the system will be error-free or uninterrupted. PhotoUp is not responsible for software installed or used by photographer or for the operation or performance of the Internet.
PhotoUp is responsible and has all discretion related to customer service issues related to use of its site.
The aggregate liability of PhotoUp and its affiliates (and their respective employees, directors, agents and representatives) for any sort of claim related to this agreement, including contracts and torts, that photographer makes against it will not exceed the amount earned by PhotoUp under this agreement in the twelve months before the event occurred. Except as otherwise provided in this agreement, photographer shall pay for all of PhotoUp’s financial losses related to any sort of third-party claim.