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Terms of Service

Effective Date: April 1, 2024

Welcome to Photaka!

The Photaka website at www.photaka.com (the “Site“) and the services provided on the Site (the “Services“) (collectively, the Site and the Services, the “Platform“) is owned and operated by Printer’s Academy On Line, LLC DBA Photaka (“Photaka,” “we,” “us,” or “our“), and connects photographers (“Photographers“) and individuals looking for photography services (“Clients“) registered to use our Services. The Services provide Clients with the ability to purchase pictures, videos, and other content created during a photography shoot (“Shoot Content“). The terms and conditions of this agreement (the “Agreement” or the “Terms of Service“) apply to Photographers, Clients, and any other visitors of our Site or users of our Services (collectively, “Users,” “you,” or “your“) who access and use the Platform. 

This Agreement controls your legal relationship with us and the rights you grant us when you use the Platform. 

THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. 

Please read the terms of this Agreement carefully before using the Platform. 

  • Acceptance  

Your right to access and use the Platform is conditioned on your acceptance of this Agreement. By accessing and using the Platform, you agree on your own behalf and on behalf of any organization, entity, or person on whose behalf you may act to accept and abide by this Agreement for each and every use of the Platform. If you do not agree with all terms and conditions of this Agreement, please do not access or use the Platform.

By agreeing to the terms and conditions of this Agreement, you also agree to the terms of our Privacy Policy, which is hereby incorporated by reference. 

There may be additional terms and conditions specified when a Photographer creates and/or when a Client purchases Shoot Content (collectively, “Supplemental Terms“), which are hereby incorporated into and made part of this Agreement.  

  • Updates to these Terms of Service

We reserve the right to modify this Agreement anytime by posting an updated Agreement on the Platform. We may also, at our sole discretion, provide registered Users with an email notification of changes. You are responsible for regularly reviewing this Agreement, and your continued use of the Platform after the effective date of such change or amendment constitutes your acceptance of the updated Agreement. If any modification is unacceptable to you, you shall cease using the Platform. If you have any questions about this Agreement, contact us at support@photaka.com. 

  • Updates to the Platform

We reserve the right, without prior notice, to amend, modify, and stop providing the Platform to you or Users in general. We may also create usage limits for the Platform at any time at our sole discretion. The Platform is provided “as is,” and you acknowledge and agree that you will not rely on any existing features of the Platform being available in the future, nor any proposed updates or additional services becoming available.

  • Eligibility

You may only use the Platform if you are in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be at least 16 years old to use or access the Platform. Any use or access to the Platform by anyone under 18 is strictly prohibited and violates this Agreement. The Platform may not be available to Users previously removed from the Platform by us.

Our Platform is located within the United States and is not intended to be subject to non-US jurisdiction or law. The Platform may not be appropriate or available in some US and/or non-US jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws and regulations in using the Platform. At our sole discretion, we may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction we choose.

  • Our Platform

Photaka is a Platform that allows Clients to book Photographers for on-location photography services and allows Photographers to upload and license Shoot Content to Clients subject to the terms and conditions of this Agreement. Additionally, Photaka allows Clients to access the pictures, videos, and other multimedia included in the Shoot Content, and to privately share Shoot Content with family, friends, and other users that they choose. 

The Platform is intended to make hiring a professional photographer easy for Clients. As such, Clients may not be required to sign or acknowledge any photographer services agreement or related legal document. By purchasing Shoot Content or otherwise accessing and using the Platform, such as by downloading or sharing Shoot Content, Clients are expressly agreeing to the terms and conditions of this Agreement.

  • Model Release

By requesting photography services through the Platform, Client hereby voluntarily authorizes and gives permission to the Photographer the exclusive right to use the Shoot Content, including all photographs, video, electronic, and digital reproductions in any form of your person or personal property, or of any person or property that you invite to participate in a shoot. You hereby grant, release, and assign to Photographer any and all claims of right whatsoever in and to all Shoot Content for any purpose chosen by Photographer, including, without limitation, the right to make Shoot Content available on the Platform and for use in Photographer’s profile and portfolio available on the Platform. The Photographer shall exclusively and irrevocably own in perpetuity all rights, title, and interest, including copyright, in and to the digitized photographs, reproductions, video, and any digitized printed material resulting from the Shoot Content with no rights expressly reserved by you.

You also grant the Photographer and its designees, including Photaka, the right to use your name, likeness, image, appearance, and performance as embodied in the Shoot Content, whether recorded on or transferred to videotape, film, slides, photographs, audio tapes, or other media, now known or later developed.

  • Platform Disclaimers

We do not make any warranty, guarantee, or representation that the Platform or the services used to provide the Platform will be available at all times or that it will be error or interruption-free. 

We do our best to screen and verify that Photographers or Clients are who they say they are, but we cannot guarantee that the information contained in their Profiles is accurate, updated, or complete. Users are solely responsible for any interaction they have with other Users on the Platform, and at no point can we be held liable for any conduct, action, or omission of Users, whether online or offline.

We may provide a rating and review system based on Client feedback of Photographers, but we do not select, recommend, or endorse any Photographer featured on the Platform. Clients are solely responsible for determining whether the Shoot Content they purchase meets their intended purposes. Any dispute between a Client and a Photographer is strictly between the applicable Client and Photographer.

We do not act in any way except as a provider of technology to Platform Users. We do not offer any advice, opinions, recommendations, or referrals. Unless expressly stated otherwise, we are not partners, joint venturers, employers, or affiliated with any Photographer. We encourage and recommend that Users conduct all in-person meetings in a safe public location. All in-person meetings between Users are done entirely at their own risk. We have no liability for any claims, injuries, loss, harm, and/or damages, including personal injury, arising from and/or in any way related to interactions or dealings between Users, whether online or offline.  

  • Mobile Application

We may make the Platform available via mobile telephones and/or tablets (“Application“). The Application may not be compatible with all mobile devices, carriers, and service providers, and we do not make any representations or warranties with respect to such compatibility. If you install or use our Application, including any accompanying documentation, we grant you a limited right and license to install and use the Application on a single authorized device anduse the application according to the terms and conditions of this Agreement. You may use the Application only in accordance with the terms and conditions of this Agreement and any additional end-user license that may accompany the Application.

  • Access to the Platform

We grant you, and you alone, a non-exclusive and non-transferable right to access and use the Platform subject to the terms and conditions of this Agreement. You may access and use the Platform for its intended purpose and in accordance with the terms and conditions set forth in this Agreement. 

  • Photoaka Account

You may need to create an account to use portions of the Platform (“Photaka Account“). Your Photaka Account gives you access to the Platform and functionality that we may establish and maintain from time to time at our sole discretion. We may maintain different types of accounts for different Users. You are solely responsible for all information you upload or enter through your Photaka Account.

When you create your Photaka Account, you will create a user identification and a password upon completing the registration process (“Credentials“). When creating your account, you must provide accurate, current, and complete Personal Information. “Personal Information” means your account information, including your username, password, name, picture, mailing address, email address, and telephone number.

You may not transfer to, sell, or share your account with other Users or third parties. You are responsible for maintaining the confidentiality of your Credentials and account and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your Credentials or account or any other security breach and ensure that you exit your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section. You may edit your Personal Information and how you interact with the Platform by logging into your account and changing the settings in the “My Profile” section. 

By creating a Photaka Account, you represent and warrant that: (i) your Personal Information is accurate and updated; (ii) you have and will continue to comply with all applicable federal, state, and local laws, regulations, and ordinances, including, without limitation, that Shoot Content does not infringe upon the property rights, intellectual property rights (copyrights and trademarks), or other rights of others; and (iii) you agree to be bound by the terms of this Agreement.

  • User Responsibilities

You are responsible for your compliance with this Agreement and your own acts and omissions. In using the Platform, you shall: (i) be solely responsible for the accuracy, quality, integrity, and legality of your Personal Information and Shoot Content; (ii) use reasonable efforts to prevent unauthorized access or use of your Photaka Account; and (iii) use the Platform only in accordance with applicable laws, government regulations, and the terms of this Agreement.​

  • User Privacy

Our Privacy Policy sets out the categories of Personal Information and other data we collect and how we collect, store, and use it. By accepting this Agreement, you expressly consent to our disclosure and use of your Personal Information as described in our Privacy Policy, which is incorporated herein by reference. We encourage you to read our Privacy Policy before you submit any Personal Information to the Platform. Without limiting the terms and conditions of our Privacy Policy, you acknowledge and agree that we may disclose your Personal Information, including your name, email address, and account activity, when we believe that such disclosure is necessary or appropriate to: (i) comply with legal processes; (ii) enforce this Agreement; (iii) respond to claims that Shoot Content violates the rights of third-parties; (iv) to investigate the use of or respond to alleged violations or infringement of Third-Party Content (defined below); or (v) to protect our rights, property, or personal safety or that of Users or the public.

  • Data Security

We use commercially reasonable efforts to protect the Shoot Content available to the Platform, such as placing watermarks on Shoot Content that is publicly available on the Platform. You recognize and agree that no efforts to protect your Shoot Content from unauthorized access or use can guarantee that a User will not misappropriate your Shoot Content or use it beyond the permitted uses described in this Agreement. Additionally, you understand that the technical processing and operation of the Platform, including the processing, storage, and display of Shoot Content, involve transmissions over various networks and changes to conform and adapt to the technical requirements of connecting networks or devices. We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of Shoot Content, but you recognize that hosting content online involves risks of unauthorized disclosure or exposure and that, in using the Platform, you assume such risks. We offer no representation, warranty, or guarantee that Shoot Content will not be exposed or disclosed through errors or actions of third parties or us, including negligence. You agree to hold us harmless from and against any unauthorized use of your Shoot Content that is the result of actions or omissions beyond our reasonable control.

  • Shoot Content

By uploading Shoot Content, you represent and warrant that any Shoot Content you create and make available to Clients through the Platform is: (i) your original content; (ii) does not infringe the intellectual property rights of any third party; (iii) was acquired legally; and (iv) does not violate the rights of privacy or publicity of any third party.

Without limitation, you agree that your Shoot Content does not contain, in whole or in part, any content that:

  • Contains trademarks, logos, or copyrighted material other than with permission from the applicable owner; 
  • Promotes any business or person without the consent of such business or person for such use;
  • Suggests a relationship, sponsorship, employment, or any other affiliation between you and any business or person which you do not have a business relationship with;
  • Infringes, misappropriates, or otherwise violates any copyrights, trademarks, trade secrets, or other intellectual property rights or another right of any third party or that violates any applicable law;
  • May be considered unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, sexually explicit, pornographic, profane, indecent, inflammatory, libelous, tortious, or hateful, or that may be considered racially, ethnically, socially, politically, legally, morally, or religiously objectionable;
  • Violates another’s rights, rights of celebrity or privacy, or defames or shares personal information about another person without such person’s consent;
  • Discriminates against any individual or class of individuals protected under federal, state, or local laws, or incites, promotes, or supports discrimination, hostility, or violence against others based on race, religion, sex, sexual orientation, age, disability, ancestry, national origin, or any other basis, or which may have a discriminatory impact or which otherwise promotes racist or discriminatory activities or outcomes;
  • Is subject to an outstanding dispute, such as a claim of infringement or other dispute regarding its ownership;
  • Contains information that may be considered unsolicited or unauthorized communication, advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation prohibited by any applicable anti-spam law, rule, or regulation; 
  • Encourages, promotes, or otherwise supports any organization(s) designated by the United States government as a foreign terrorist organization or any organization threatening national security or defense;
  • Depicts images or content demonstrating animal violence or cruelty or events that support animal violence or cruelty. This prohibition does not include Shoot Content, the purpose of which is to raise awareness and/or funding to combat animal violence or cruelty; 
  • Promotes illegal activities, which may be considered illegal or unlawful, or which would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, or national law, including, without limitation, illegal drug use, child pornography, illegal gambling, or unaccepted business practices. This prohibition does not include Shoot Content, the purpose of which is to raise awareness and/or funding to combat illegal activities;
  • Promotes the use of weapons, firearms, or other means of physical violence. This prohibition does not include Shoot Content, the purpose of which is to raise awareness and/or funding for weapons and firearms safety;
  • Threatens or undermines democratic processes or institutions;
  • Promotes or creates a risk of harm, loss, or damage to any person or property;
  • Promotes the use or sale of illegal drugs or any products derived from illegal drugs;
  • Depicts children without proper parental consent, or that seeks to harm or exploit children; or
  • Incites, promotes, supports, or assists with human smuggling, trafficking, or sex workers.
  • Property Release

If Shoot Content includes, in whole or in part, photos or videos of private property, you are responsible for obtaining all permits, consents, and permissions necessary to conduct the shoot and create Shoot Content. We reserve the right to require a property release for any Shoot Content that we deem, in our sole discretion, to require such release. Accordingly, you may be asked to upload a signed release agreement to the Platform along with your Shoot Content. We reserve the right to review your supplied property release form and may reject any form that we believe, at our discretion, does not meet the minimum requirements under applicable law. By providing us with a property release form, you represent and warrant that the information contained on the form is true and correct and has been signed by a person or entity having the requisite authority to provide such release. 

  • Monitoring

If you upload Shoot Content to the Platform, you acknowledge that we may, but are under no obligation, to review the Shoot Content for adherence to our guidelines and compliance with this Agreement. We and our designees have the right to remove Shoot Content we determine violates this Agreement, applicable law, a third party’s rights, or any other reason, even if not specifically set forth in this Agreement. We may exercise this right without obligation to you, monetarily or otherwise.

  • User Conduct

You agree that you will use the Platform only for its lawful and intended purposes and will comply at all times with all applicable laws, including, without limitation, all intellectual property, non-discrimination, privacy, and data security laws, and will not take any action that harms or violates the rights of any person or entity.

Without limitation, in using the Platform, you agree to not:

  • Reproduce, duplicate, copy, sell, resell, rent, or exploit for commercial purposes any portion of the Platform, use of the Platform, or access to the Platform without our express written consent;
  • Share features or functions of the Platform with any third party except Users;
  • Use the Platform in any way to discriminate against any individual or class of individuals protected under federal, state or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;
  • Use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any person or that violates any applicable law;
  • Modify or create derivative works based upon the Platform made publicly available on the Platform;
  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Remove or alter any copyright, watermark, attribution marks, or other proprietary notices contained on the Platform, Shoot Content, or in the software used to provide the Platform without express authorization;
  • Use or access the Platform to provide service bureau, time-sharing, or other computer hosting services to third parties;
  • Upload, download, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment;
  • Disrupt or interfere with the security of, or otherwise abuse, the Platform, system resources, accounts, servers, or networks connected to or accessible through the Platform;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Platform;
  • Access, tamper with, or use non-public areas of the Platform. Unauthorized individuals attempting to access these areas of the Platform may be subject to prosecution;
  • Disrupt or interfere with any other Users’ enjoyment of the Platform; 
  • Use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; 
  • Access the Platform in order to build or benchmark, or helps others build or benchmark, a similar or competitive product;
  • Frame or link to the Platform except as permitted in writing by us; or
  • Use or share your account with other Users or third parties.
  • Suspension and Termination

You may terminate this Agreement anytime by deleting your account and/or ceasing all use of the Platform. To delete your account, you should log in, go to “My Profile,” and then “Delete My Account.” You may also email us at support@photaka.com.

We, without prior notice, may suspend or terminate your access to or use of the Platform at any time if, in our sole discretion, your use of the Platform violates this Agreement or applicable law or if we reasonably believe that your use of the Platform could cause damage to the Platform, the rights of other Users, or for any other reason, even if not expressly set forth in this Agreement. Our right to suspend and/or terminate your account does not limit our right to seek any other remedy available to us through this Agreement or at law.

Suspension or termination of your Photaka Account may result in the deletion of your Personal Information and Shoot Content, including Shoot Content that is saved in or associated with your account. Upon suspension or termination of your Photaka Account, you agree to immediately stop accessing or using the portions of the Platform that require a registered account. Your rights and responsibilities regarding the use of Shoot Content purchased and licensed through the Platform shall survive termination of this Agreement for any reason.

We reserve the right, but not the obligation, to maintain the information contained in your Photaka Account even after you terminate your account with us. You acknowledge and agree that we may preserve your account information as long as necessary to comply with our legal obligation, enforce our legal agreements, or for any other legitimate business purpose.

  • Paid Services

Clients can purchase Shoot Content through their Photaka Account by paying the applicable fees (“Content Fees“) specified at the time of purchase. We may set a minimum price for Content Fees to provide the technology and support for the Services, but Photographers are free to set their own fees at or above the minimum for conducting photographer services and creating Shoot Content, and Photaka does not control, in any way, the price of any Shoot Content. The purchase of Shoot Content is subject to the terms of this Agreement and any Supplemental Terms provided at the time of purchase.

You have the ability to purchase Shoot Content via the Platform for seven (7) days from the date the Shoot Content is first uploaded by a Photographer on the Platform. Shoot Content may be available for longer periods of time, at our sole discretion and which may be subject to additional fees. Shoot Content purchased through the Platform will be available for thirty (30) days from the date of purchase. You acknowledge and agree that we do not make any promise or guarantee that Shoot Content purchased through the Platform will be available to you beyond the limited thirty (30) day period. We may provide you with an option to access Shoot Content beyond thirty (30) days, subject to additional fees.

Users must provide payment information through our Payment Processor (defined below) to purchase Shoot Content on the Platform. Content Fees will be processed through the Payment Processor when Shoot Content is downloaded from the Platform. All payments are non-cancellable and non-refundable once paid. If you choose to store your payment information with our Payment Processor, you are granting us permission to charge the payment method you have on file for any subsequent purchases of Shoot Content you make on the Platform.

YOU ACKNOWLEDGE THAT WE USE SUBSTANTIAL LABOR AND EFFORT TO CONNECT PHOTOGRAPHERS WITH CLIENTS THROUGH THE PLATFORM. AS SUCH, YOU AGREE THAT YOU WILL NOT CIRCUMVENT OR ATTEMPT TO CIRCUMVENT THE PLATFORM OR THIS AGREEMENT. IF YOU ARE A PHOTOGRAPHER, THIS MEANS THAT YOU WILL NOT PROVIDE SHOOT CONTENT TO USERS, AND IF YOU ARE A CLIENT, YOU WILL NOT SOLICIT SHOOT CONTENT FROM A PHOTOGRAPHER OTHER THAN THROUGH THE PLATFORM. USERS FOUND IN VIOLATION OF THIS NON-CIRCUMVENTION PROVISION MAY BE PERMANENTLY REMOVED FROM THE PLATFORM IN ADDITION TO ANY OTHER RIGHT OR REMEDY AVAILABLE TO PHOTAKA UNDER THIS AGREEMENT OR APPLICABLE LAW.

  • Payments

All payments made through the Platform are processed through a third-party payment processor, such as Stripe®, or in the case of our Application, the Apple App Store® (“Payment Processor“). We do not access or store any financial information, including, without limitation, credit card numbers, bank account numbers, or any other information by which a charge can be made. By using our Payment Process, you agree to their separate Terms of Service and/or Privacy Policy. We reserve the right to change the Payment Processor at any time. You understand and agree that we will not be held liable for failure to complete a transaction through the Payment Processor. We are not responsible for resolving any dispute, support, penalty, or other issues that may occur between you and the Payment Processor.

When Clients purchase Shoot Content through the Platform, we collect all applicable Content Fees through our Payment Processor, less the technology fee specified at the time a Photographer makes Shoot Content available for purchase (“Technology Fee”). Technology Fees are subject to change at any time at our discretion. Content Fees will be processed at the time an applicable Client purchases Shoot Content, and we will remit the Content Fees, less the applicable Technology Fees, to the Photographer within fifteen (15) days of receipt of the payment from the Client.

You must have an account with our Payment Processor and link the account through your Photaka Account in order to receive payments from us. No other payment will be made other than through the Payment Processor. If we change our Payment Processor, we will provide you with no less than sixty (60) days advance written notice in order to provide you an opportunity to create an account with the new Payment Processor and link such account to your Photaka Account. Any payment due to you that cannot be processed through the Payment Processor will be held by us for six (6) months from the date it was due, after which time we will have no further obligation to make such payment to you.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (I) WE DO NOT GUARANTEE THE AMOUNT OF CONTENT FEES THAT YOU MAY EARN THROUGH THE PLATFORM; (II) THAT CLIENTS WILL USE SHOOT CONTENT ACCORDING TO THE LICENSE AND LIMITATIONS SET FORTH IN THIS AGREEMENT; (III) THAT SHOOT CONTENT WILL BE SAFE FROM UNAUTHORIZED USE, DISCLOSURE, COPYING, OR MODIFICATION; AND (IV) THAT SHOOT CONTENT WILL BE AVAILABLE FOR PURCHASE OR DOWNLOAD FOR ANY SPECIFIC AMOUNT OF TIME.

  • Apple or Google Maps

The Platform may provide Users with the ability to access and interact with Apple or Google Maps. By utilizing Apple or Google  Maps or any other third-party Geo Information and Maps System,  you are agreeing to their separate Apple Terms of Use and/or Apple Privacy Policy , Google Maps Terms of Service, and/or Google Privacy Policy

  • Third-Party Content

The Platform may contain content or links to third-party applications, services, websites, and other content not owned or controlled by us (“Third-Party Content“). We do not endorse or assume any responsibility for Third-Party Content. If you access Third-Party Content from the Platform, you do so at your own risk and understand that this Agreement and our Privacy Policy do not apply to your use of Third-Party Content. You expressly relieve us from any and all liability arising from your use of Third-Party Content, and any terms related to Third-Party Content are solely between you and the Third-Party Content provider. You agree that we will not be responsible for any reliance or damages of any sort relating to your use of Third-Party Content.

  • Third-Party Services

The Platform may provide access to or integrate with third-party applications, services, websites, and other services not owned or controlled by us (“Third-Party Services“). All Third-Party Services are provided “As-Is,” and we do not endorse or warrant any Third-Party Services, regardless of whether they are required to use our Platform. You expressly relieve us from any and all liability arising from your use of Third-Party Services, and any use by you of Third-Party Services is solely between you and the applicable Third-Party Services provider. If you access Third-Party Services from the Platform, you do so at your own risk and understand that this Agreement does not apply to your use of Third-Party Services. We are not responsible for any disclosure, modification, or deletion of your Personal Information or Shoot Content resulting from access by Third-Party Services. Additionally, we are not responsible for downtime or unavailability of any Third-Party Services outside our reasonable control. Under no circumstances will we be liable for any indirect, special, incidental, punitive, or consequential damages, including, without limitation, loss of data, business interruption, or loss of profits arising out of the use or the inability to use Third-Party Services. 

  • Proprietary Rights

You acknowledge and agree that the Platform contains proprietary and confidential information protected by applicable intellectual property and other laws. We retain all rights, title, and interest in and to the Platform, including, without limitation, the Photaka trademarks (all names and logos) and all other Photaka content provided on the Platform (collectively, “Photaka IP“). This Agreement does not grant you any right to reproduce, copy, modify, distribute, license, sell, transfer, publicly display, publicly perform, or otherwise exploit the Photaka IP. No rights are granted to you other than as set forth in this Agreement.

Subject to the limited license provided to us in this Section, all Shoot Content uploaded to the Platform is and remains the applicable Photographer’s exclusive property. Nothing in this Agreement transfers any rights of ownership to any Shoot Content to us. By uploading Shoot Content to the Platform, you grant to us a non-exclusive, royalty-free, assignable, transferable, sublicensable, perpetual, and irrevocable right and license to use, reproduce, adapt, and distribute Shoot Content as reasonably necessary: (i) to provide the Platform as required under this Agreement; (ii) to exercise our other rights, and perform our other obligations, under this Agreement; and (iii) for any other use not expressly prohibited by this Agreement or applicable law. Upon the purchase and download of Shoot Content by a Client, you expressly agree to license the applicable Shoot Content to the Client in accordance with the terms of this Agreement.

  • Promotional Rights

By registering for a Photaka Account and making yourself available to provide photography services through the Platform, you hereby grant us a license and right to use your name, business name, and logo, as well as the content and associated descriptions you make available to us for such promotional purposes, in connection with the advertising and promotion of the Platform to the public.

  • License to Shoot Content

Shoot Content is the sole property of the applicable Photographer unless and until a Client purchases it through the Platform. This Agreement does not grant any right to reproduce, copy, modify, distribute, license, sell, transfer, publicly display, perform, or otherwise exploit any Shoot Content unless you have purchased such Shoot Content and agree to use it only according to the terms of this Agreement and any applicable Supplement Terms related to such Shoot Content.

You are granted a license to use the Shoot Content you purchase on the Platform for your personal, non-commercial use on a transferable, worldwide, and perpetual basis. You can modify or manipulate Shoot Content or combine the Shoot Content with other works. The resulting works created using the Shoot Content are subject to the terms of this Agreement, and the Photographer retains all rights, title, and interest in and to the original Shoot Content. You may not use any modifications, combinations, enhancements, or derivative works that include any part of Shoot Content beyond the scope of the rights provided in this Agreement. You can only use Shoot Content for lawful purposes, you cannot use Shoot Content in any way that would be forbidden under this Agreement and, specifically, our Content Policy. The License can be terminated for any Shoot Content if you breach the scope of the rights granted in this License and don’t remedy the breach upon notification from the Photographer, us, or any applicable third party. If termination happens, you must stop using the relevant Shoot Content in all forms.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE CANNOT AND WILL NOT BE HELD LIABLE FOR ANY ACT, OMISSION, USE, MISUSE, INFRINGEMENT, OR OTHER VIOLATION OF YOUR INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE IN OR TO SHOOT CONTENT MADE BY A CLIENT OR ANY THIRD PARTY WHO ACCESSES AND/OR LICENSES SHOOT CONTENT THROUGH THE PLATFORM.

  • Property Releases

Shoot Content that depicts private property or which may contain trademarks, service marks, copyrights, or other subjects that may be protected by intellectual property rights may not have been properly released. It is your responsibility to consider whether your use of the Shoot Content requires a clearance and, if so, to obtain that clearance from the Photographer and/or the intellectual property rights holder. Photaka requires all our Photographers available on the Platform to obtain any necessary permissions, permits, and rights necessary to create and distribute the Shoot Content to Clients, but we cannot guarantee that all Shoot Content is properly released and will not violate any third-party’s rights. THE USE OF SHOOT CONTENT IS AT YOUR OWN RISK, AND YOU AGREE TO HOLD PHOTAKA HARMLESS FROM ALL CLAIMS RELATED TO SHOOT CONTENT OR YOUR USE OF SHOOT CONTENT.

  • Feedback

You may provide us or make public on the Platform notes, emails, postings, letters, suggestions, concepts, or other written materials related to the Platform (collectively, “Feedback“). By submitting Feedback, you fully assign ownership to all such Feedback to us and further acknowledge and agree that you do not maintain and will not assert any ownership, intellectual property right, or other rights to the Feedback. You further agree that any Feedback provided to us will not be considered confidential information. We can freely share, disclose, modify, create derivative works, or otherwise use the Feedback for any purpose. Should the ownership of the Feedback be found under applicable law not to be our property, you hereby grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate into any of our products or services any Feedback provided by you relating to the provision of the Platform. 

  • DMCA Notice

We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement on the Platform if submitted to our Copyright Agent as fully described in our DMCA Notice. 

  • Disclaimer of Warranties  

WE PROVIDE THE PLATFORM ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT: (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (II) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; OR (III) DEFECTS, IF ANY, WILL BE CORRECTED. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. THE INFORMATION AND ANY CONTENT PROVIDED ON THE PLATFORM IS FOR INFORMATIONAL PURPOSES ONLY AND DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE SPECIFIC ADVICE. YOU AGREE THAT WE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, YOUR BUSINESS, YOUR COMPUTER, OR LOSS OF DATA THAT RESULTS FROM YOUR ACCESS TO OUR PLATFORM OR ANY CONTENT CONTAINED ON OR ACCESSED FROM THE PLATFORM.

Photographers are solely responsible for ensuring that Shoot Content and any communications they may have with prospective Clients through the Platform or offline fully comply with all applicable laws, rules, regulations, ordinances, and any other applicable restrictions.

YOU ACKNOWLEDGE THAT SHOOT CONTENT IS SOLELY THE CONTENT OF THE APPLICABLE PHOTOGRAPHER. PHOTAKA DOES NOT SCREEN SHOOT CONTENT OR OTHERWISE VERIFY THAT THE PHOTOGRAPHER HAS ALL LEGAL RIGHTS TO USE AND LICENSE THE SHOOT CONTENT TO THE APPLICABLE CLIENT. PHOTAKA EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO SHOOT CONTENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT.

  • Limitation of Liability  

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, OUR OWN NEGLIGENCE, WILL WE OR OUR OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE PLATFORM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY US. THIS LIMITATION APPLIES TO, WITHOUT LIMITATION: (I) THE USE OR INABILITY TO USE THE PLATFORM; (II) ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF ANY ELECTRONIC MESSAGES YOU SEND US; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY SHOOT CONTENT PURCHASED THROUGH THE PLATFORM; (IV) STATEMENTS OR CONDUCT OF ANY OTHER USER OR THIRD PARTY, WHETHER ONLINE OR OFFLINE; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY EXCEED $100, OR IF GREATER, THE AMOUNT OF ALL FEES PAID BY YOU TO US, IF ANY, IN THE 12 MONTHS PRECEDING THE DATE THE CAUSE OF ACTION ARISES. ANY CLAIM ARISING UNDER THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION ARE DISCOVERED, OTHERWISE YOU RELEASE US OF ANY SUCH CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

  • Indemnification  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD HARMLESS PHOTAKA AND OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS (“INDEMNIFIED PARTIES”) FROM ANY THIRD-PARTY CLAIM, SUIT, PROCEEDING, OR GOVERNMENT ENFORCEMENT ACTIONS ARISING OUT OF, RELATED TO, OR ALLEGING AN INJURY OR LOSS CAUSED BY YOUR ACCESS AND USE OF THE PLATFORM THAT, WITHOUT LIMITATION, INCLUDES: (I) YOUR ACCESS TO OR USE OF THE PLATFORM FOR ILLEGAL, FRAUDULENT, OFFENSIVE, OR TORTIOUS PURPOSES; (II) YOUR INTERACTION WITH PHOTOGRAPHERS, CLIENTS, OR OTHER USERS; (III) YOUR VIOLATION OF THIS AGREEMENT; OR (IV) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY. IN ANY EVENT, WE WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH SUIT OR PROCEEDING THROUGH COUNSEL OF OUR OWN CHOOSING AT OUR OWN EXPENSE. YOU WILL ALSO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN RESPONDING TO ANY LEGAL ACTION, SUBPOENA, SEARCH WARRANT, OR COURT ORDER REQUIRING THE PRODUCTION OF INFORMATION OR DOCUMENTS RELATED TO SUBSECTION (I) THROUGH (IV) ABOVE.

  • Release  

If you have a dispute with one or more Users on the Platform, you release Photaka (and our affiliates, officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

If you are a California resident, you waive California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

  • Allocation of Risk  

You acknowledge and agree that we provide the Platform in reliance upon the disclaimers of warranty and the limitations of liability contained herein and that the terms of this Agreement reflect an allocation of risk between you and us (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the provisions herein form an essential basis of the bargain between you and us. If you are subject to applicable laws that prohibit you from indemnifying us or prohibit you from entering into the risk allocation arrangement as set forth herein, then the terms will apply to you to the fullest extent permitted by applicable law. The parties agree that each wish to enforce the provisions of this Agreement to the maximum extent permitted by applicable law.

  • Dispute Resolution

For any dispute with us, you agree to contact us at support@photaka.com and attempt to resolve the dispute with us informally for at least thirty (30) days before initiating any arbitration or court proceeding. In the event we are unable to resolve the dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this provision to arbitrate, shall be determined solely and exclusively by binding arbitration before a single arbitrator. You and we also agree that the arbitration shall be conducted by the American Arbitration Association (“AAA“) under the Commercial Arbitration Rules and that such arbitration will be conducted in Miami, Florida, unless you and we agree otherwise. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA 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. This arbitration provision is governed by the Federal Arbitration Act.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THIS AGREEMENT. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

  • Governing Law

The laws of the United States and the State of Florida shall govern this Agreement without regard to the principles of conflict of laws. Any dispute between the parties excluded from the arbitration provision or that cannot be heard in small claims court shall be resolved in the United States District Court for the Southern District of Florida, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the Southern District of Florida, then the exclusive forum and venue for any action shall be the courts of the State of Florida, located in Miami-Dade County, and the parties hereby submit to the personal jurisdiction of that court.

  • General Provisions

Severability

In the event that any provision of this Agreement is considered invalid, illegal, or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.

Entire Agreement

This Agreement, together with any Supplemental Terms and any other terms and agreements incorporated herein by reference, and any amendments and any additional agreements you may enter with us in connection with the Platform, constitute the entire agreement between you and us concerning the Platform.

No Waiver

Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. A waiver of any default by us will not be deemed a continuing waiver but will apply solely to the instance to which such waiver is directed.

Headings; Summaries

The section headings appearing in this Agreement and any Supplemental Terms are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect such section. 

No Transfer; No Assignment

This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by us without restriction. Any attempted transfer or assignment by you violating this provision is null and void.

No Third-Party Beneficiaries

Other than as expressly provided in this Agreement, no third-party beneficiaries are intended or will be construed as created by this Agreement.

Notices; Electronic Communication

By providing us with your email address, you consent to receive our related communications and notices electronically, and you agree that all agreements, notices, disclosures, and other communication that we provide to you via the Platform or email satisfy any legal requirement that such communications be in writing. We may also use your email address to send you other messages, such as changes to the features of the Platform and special offers (“Promotional Messages“). If you do not want to receive Promotional Messages, you may opt-out by clicking the “Unsubscribe” link in an email or by emailing us at support@photaka.com.

Contact

For questions regarding this Agreement, contact us at support@photaka.com. 

If you wish to contact us by mail, please email us at support@photaka.com and we will provide you with a physical mailing address.