•                                                   Sales of Photos

   Photo Sales.

 

 

     Your Responsibilities and Agreements.

You agree not to misuse the Services. For example, you agree not to, directly or indirectly do or attempt to do or encourage or permit any third party to do any of the following: 

     •  restrict or inhibit any other users from using or enjoying the Services; 

     •  use the Services for any illegal or unlawful purpose; 

     •  post or upload any Content on the Services in violation of any applicable law, including intellectual property laws and right of privacy or publicity laws, or any                                            contractual  obligation; 

     •  post or upload any Content that is unlawful, harmful, threatening, harassing, derogatory, defamatory, libelous, obscene, vulgar, pornographic, profane, invasive of                                    another’s privacy, or any other material that could give rise to any civil or criminal liability under applicable law or is otherwise deemed false, inaccurate, misleading or                              objectionable at the sole discretion of Shoot ‘N’ Share; 

   •  post or upload any Content that harms minors in any way, including, but not limited to, Content that violates National and International child pornography laws, child sexual                       exploitation laws and laws prohibiting the depiction of minors engaged in sexual  conduct; 

   •  post or upload other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without                    their express authorisation and permission; 

   •  post, upload, or download any Content that you know, or reasonably should know, cannot be legally reproduced displayed, performed, and/or distributed in such manner;

•      •    falsify or delete any copyright management information, such as author attributions, legal or other proper
• notices or proprietary designations or labels of the origin or source of software or other Content contained in a file that is uploaded or downloaded through the Services;

• • •     •    end unsolicited communications, promotions or advertisements, or spam;
    •     •    harvest or collect information about users of the Services without their express consent;
    •     •    violate or fail to comply with any user guidelines or policies for the Services made available to you by Shoot ‘N’ Share from time to time;
    •     •   access and/or use of features and/or Services not included in your subscription plan at the time of access and/or use, or if you are temporarily or indefinitely suspended from                  using the Services;
    •     •   modify, adapt, sub-licence, copy, loan, translate, sell, reverse engineer, decompile, disassemble, or decrypt or discover the source  code of, any portion of the Services, or                     otherwise transfer, assign the right to use or commercialize any of the Services including but not limited to posting or otherwise making the Services available on the Internet                   including as a service bureau or application service provider;
    •     •  adapt or write or develop any derivative works based on the Services or use the Services in any manner except as expressly provided in these Terms or an Order;
    •     •   interfere with or disrupt the integrity or the operation of the Services;
    •     •   frame or mirror any content available through the Services;
    •     •   copy any features, functions, screens, interfaces or graphics of the Services;
    •     •   forge headers or otherwise manipulates identifiers in order to disguise the origin of any Content transmitted through the Services;
    •     •   use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, data mine, or in any way reproduce or                      circumvent the navigational structure or presentation of the Content available through the Services;
    •     •  probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
    •     •  access or search the Services by any means other than our publicly supported interfaces (for example,“scraping”);
    •     •  publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy;
    •     •  spoof or create any emails, content, correspondence or other information from Shoot ‘N’ Share, including fake or fraudulent acceptances or offers;
    •     •  exceed any memory or computer storage limits allocated to your account, including exceeding any maximum Content storage levels applicable to your account, or otherwise                   engage in activities that imposes an unreasonable or disproportionately large load on our hosting infrastructure;
    •     •  create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, any of Shoot ‘N’ Share’s Services or business ideas;
    •    •  use the Services to gain unauthorized access to Shoot ‘N’ Share’s or any third parties network(s) or server(s); and/or
    •    •  interfere with, or disrupt the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by              scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service
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      You understand and agree that uploading and downloading of any Content through the Services are done at your own discretion and risk.  You acknowledge that it is your ultimate
      responsibility to protect and secure your Content, even if we offer features that assist you in doing so. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services and your Content, including copyright laws and data privacy laws.   We reserve the right to immediately suspend or terminate your account, or delete Content within your account, without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the Services. Unless otherwise expressly agreed to the contrary in an Order, we also reserve the right to at any time establish a maximum amount of memory or other computer storage allocated to your account and a maximum amount of Content that you may store, post, collect or transmit on or through the Services, and we may at any time and without advance notice to you delete Content within your account that is in excess of such maximum amounts. This description of prohibited conduct is not intended to be exhaustive, and Shoot ‘N’ Share has sole discretion to determine what constitutes prohibited conduct in relation to the Services.   You agree that, at all times during the Term, you shall: (i) perform those tasks and assume those responsibilities specified in any Order; (ii) upon Shoot ‘N’ Share’ request, make available to Shoot ‘N’ Share personnel familiar with your business requirements related to the Services; (iii) reasonably cooperate with Shoot ‘N’ Share regarding the Services: (iv) provide true, accurate, current and complete information about you as prompted by Shoot ‘N’ Share’s forms and in any other related document or agreement; (v) maintain and update your information to keep it true, accurate, current, and complete; and (vi) (If you have a free subscription) access and use your account at least once per calendar quarter.  Each Order shall also contain any assumptions you have with respect to the Services and/or additional responsibilities required of you for Shoot ‘N’ Share’s performance of the Services.  You understand that Shoot ‘N’ Share’s performance is dependent on your timely and effective satisfaction of all of your responsibilities hereunder and timely decisions and approvals by you.  You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, Shoot ‘N’ Share reserves the right to terminate your use of the Services and withdraw any offer or agreement.   You represent and warrant: (a)these Terms: (i) have been authorized by all necessary actions, violate the terms of any applicable law or court order to which you are subject or the terms of any material agreement to which you or any of your assets may be subject, and 

    • • (ii) do not

    • (iii) will not breach any contractual right of, or obligation to, any third party and are not subject to the consent or approval of any third party; and (b) these Terms are the valid and binding obligation of you, enforceable against you in accordance with its terms.

    • Taxes

      You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of Services, or any software or other product provided under these Terms, excluding any taxes based on net income payable by Shoot ‘N’ Share. If you are exempt from paying any sales, use or other taxes, you must provide Shoot ‘N’ Share with appropriate evidence of tax exemption for all relevant jurisdictions.

    • Content

      Shoot ‘N’ Share currently supports and enables the submission of Content on or through the Services in JPEG file format only (and PNG for gallery logos).  Additional file formats may be supported and enabled in the future in Shoot ‘N’ Share sole discretion.  Shoot ‘N’ Share  does not claim ownership of any Content that you post on or through the Services.

      Instead, you hereby grant to Shoot ‘N’ Share a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, copy, store, modify, distribute, publish, and process the Content that you provide through the Services solely for purposes of providing or improving the Services (including vendor order fulfillment services). You acknowledge and agree that your relationship with Shoot ‘N’ Share is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place Shoot ‘N’ Share in a position that is any different from the position held by members of the general public.

      You are and shall be solely responsible for all Content that you submit, provide or upload to the Services, including the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all such Content.  You represent and warrant that: (i) you own the Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) the posting and use of your Content on or through the Services does not violate any applicable laws or regulations; (iv) the Content shall not include offensive, harmful, fraudulent, false and/or abusive language or content, including without limitation: obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech), and shall not be encrypted or contain viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information; and (v) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Services.

      You are responsible for obtaining any permissions or consents required, as well as proper release documentation from any person whose image or other personal data is posted or submitted by you through the Services. If the Content contains identifiable individual(s) under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you upload, display or publish an image that contains the likeness of an identifiable individual under the age of eighteen (18), we strongly encourage you not to include any identifying information (such as the individual’s name or address) with such Content.

      You are responsible for the security and protection of your Content.  While Shoot ‘N’ Share may offer certain features and tools that can assist with these efforts (e.g. watermarks), we do not guarantee their effectiveness and you are required and obligated to take any additional or separate actions to protect and secure your Content while using the Services.  Shoot ‘N’ Share is not, and shall not be, liable in the event any third-party accesses or uses your Content. 

      While Shoot ‘N’ Share does not and cannot review all Content provided to it, and is not responsible for such Content, Shoot ‘N’ Share reserves the right to delete, edit or rearrange Content that it, in its sole discretion, deems objectionable, in violation of copyright or trademark laws, in violation of these Terms, in violation of maximum memory or storage limits, or otherwise unacceptable. You understand and agree that Shoot ‘N’ Share cannot and will not be responsible for the Content posted on the Service and you use the Services at your own risk.  Shoot ‘N’ Share reserves the right to suspend your (or, if you are an Organisation, your employees’, or representatives’) continued access to or use of the Services pending removal of any Content that violates these Terms and Shoot ‘N’ Share may also permanently terminate your continued access to and use of the Services (or, if you are an Organisation, the continued access by any or all of your employees or representatives).

       Use of Shoot ‘N’ Share Software

      Shoot ‘N’ Share may provide certain downloadable client software for use in connection with the Services (e.g., browser short cuts, mobile applications, APIs). The license being granted to you hereunder does not constitute a sale of that software or those applications, or any copy thereof, and as between Shoot ‘N’ Share and you, Shoot ‘N’ Share retains all right, title, and interest in all such software and applications.  Additional terms and conditions may govern your access to and use of the software.  

       

       

       

      Shoot ‘N’ Share Property and Intellectual Property;
      Confidentiality

      a. General.  All rights, titles, and interests in and to the Services (excluding Content) and all Feedback are and will remain the exclusive property of Shoot ‘N’ Share and its licensors. The Services and Feedback are protected by copyright, trademark, trade secret, and other laws.  The Shoot ‘N’ Share logo and other marks are trademarks of Shoot ‘N’ Share. No portion of the Services or any Feedback may be reprinted, republished, modified, or distributed in any form without the express written permission of Shoot ‘N’ Share.  You agree to assign and hereby do fully and irrevocably assign to Shoot ‘N’ Share all of your right, title and interest in and to the Feedback, including all intellectual property rights therein.  Any Feedback you provide regarding Shoot ‘N’ Share, or the Services is entirely voluntary.  Feedback is our exclusive property, and we may use Feedback for any purpose, including but not limited to: (a) improve our Services; (b) develop new products and or features; and/or (c) market and promote our Services.  The Services and all Feedback are and shall be deemed the Confidential Information of Shoot ‘N’ Share. Shoot ‘N’ Share does not warrant or represent that use of the Services will not and does not infringe the rights of third parties.

      b. Reservation of Rights.  You acknowledge and agree that the Services are provided under license, and not sold, to you.  You do not acquire any ownership interest in any of the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms.  Shoot ‘N’ Share and its licensors and service providers reserve and shall respectively retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

      c. Confidentiality.  

      i.  “Confidential Information” means any information disclosed previously or in the future by  Shoot ‘N’ Share (the “Disclosing Party”) to you (the “Receiving Party”), either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, business plans, source code, software, documentation, specifications, mock ups, financial analyses, marketing plans, customer names, customer lists, product plans, products, services, inventions, processes, designs, drawings, engineering or hardware configuration information, know-how, trade secrets, or any other proprietary or business information), which is designated as “Confidential,” “Proprietary” or some similar designation, or other information, the confidential or proprietary nature of which is reasonably apparent under the circumstances. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession.  Moreover, it shall not be a breach of these Terms for the Receiving Party to disclose to a court or other governmental body Confidential Information of the Disclosing Party which the Receiving Party is required by law to disclose to such entity, provided that the Receiving Party shall give the Disclosing Party written notice of such requirement prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate relief.  The Services shall all be considered the Confidential Information of Shoot ‘N’ Share without any further requirement of marking or designation.

      ii.  Non-Disclosure and Non-Use.  The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to third parties or to the Receiving Party’s employees, except those employees who require the information to perform obligations or exercise rights under these Terms and who have signed a confidentiality agreement at least as protective of the Confidential Information of the Disclosing Party as these Terms.  The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose other than for the purposes contemplated by these Terms.  The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party.  Without limiting the foregoing, the Receiving Party shall exercise the same degree of care to protect Confidential Information of the Disclosing Party as it does to protect its own highly confidential information of like nature, which shall in no event be less than reasonable care.  The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information.  

      22. Term and Termination

      These Terms are effective as of the date that you first use any of the Services, click “I Agree” when these terms are first presented in connection with the Service registration process, or as otherwise specified in an Order.  These Terms will continue to apply to you until the termination or expiration of your use of the Services.  Shoot ‘N’ Share may terminate or suspend your access to any or all of the Services at any time, including in the event of your actual or suspected unauthorized use of the Services or non-compliance with the Terms or any Order.  Without limiting the foregoing, any suspected fraudulent, abusive, or illegal activity may be grounds for terminating your relationship with Shoot ‘N’ Share and may be referred to appropriate law enforcement authorities. In addition, you acknowledge that Shoot ‘N’ Share will cooperate fully with investigations of violations of systems or network security at other sites.  In addition to the foregoing, either party shall have the right to terminate these Terms if the other party terminates its business activities or becomes insolvent, files for bankruptcy, admits in writing its inability to pay debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver, or similar authority.   Additionally, we reserve the right to terminate free accounts that are abandoned.  This means if you do not access and use your free account at least once per calendar quarter, we may terminate your account.  

      Upon termination, regardless of the reasons therefore, your right to use the Services immediately ceases and any Content you have stored on the Services will be deleted and may no longer be retrieved.  We recommend making a backup copy of your Content on a regular basis and in any event before terminating your plan.  Once any Content has been deleted by Shoot ‘N’ Share, it will no longer be accessible or available to you.   If you or Shoot ‘N’ Share terminate these Terms, or if Shoot ‘N’ Share suspends your access to the Services, you agree that Shoot ‘N’ Share shall have no liability or responsibility to you.

      Copyright Infringement

      The Copyright, Designs and Patents Act 1988, is the current UK copyright law. It gives the creators of literary, dramatic, musical and artistic works the right to control the ways in which their material may be used.
      If you believe in good faith that materials hosted by Shoot ‘N’ Share infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked, containing the following information:

      • Signature of the owner of, or the person authorised to act on behalf of the owner of, the copyright or other intellectual property interest.
      • A detailed description of the copyrighted material and its location.
      • The URL of the copyright or other material in question.
      • Your current contact information, including address, telephone number, and email address.
      • A signed statement from you stating that it is your belief in good faith that your copyright has been infringed.
      • A signed statement from you that all information provided by you is accurate and that you are either the copyright owner or are authorised to act on his/her behalf.

      MONIES

      Shoot ‘N’ Share is not responsible for setting any value you publish

       

      General.

      You understand that certain functionality and portions of the Services may only be available to certain customers and that not all functionality and portions of the Services may be available to all customers and all users.

      Assignment. You may not assign your rights and obligations under these Terms to any third party, and any purported attempt to do so shall be null and void (including in the case of a merger, change of control, asset sale or other similar corporate restructuring).   Shoot ‘N’ Share may freely assign its rights and obligations under these Terms and transfer, assign or novate these Terms.  

      Force Majeure.  Shoot ‘N’ Share is not responsible for, and shall have no liability for, any unavailability or delay caused by circumstances beyond its reasonable control, whether or not foreseeable by either party, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, act of terror, pandemics, strikes or other labour problems, internet service provider failures or delays.  

      Entire Agreement.  These Terms, our Data Processing Addendum (as applicable), the Seller Agreement (to the extent applicable), and any amendments and any Orders or additional agreements you may enter into with Shoot ‘N’ Share constitute the entire agreement and understanding between the parties with respect to the Service, and supersede any previous agreements and understandings.  These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and Shoot ‘N’ Share. These Terms and the Seller Agreement are meant to be complimentary.  In the event of a conflict between these Terms and the Seller Agreement that cannot be read in a consistent or additive manner, the Seller Agreement shall prevail with respect to terms involving Shoot ‘N’ Share Pay, and these Terms shall prevail in all other respects. In the event of conflict between any other Shoot ‘N’ Share agreement or policy, these Terms shall prevail.  The term “including” shall mean “including, without limitation,” in all instances in these Terms unless the context clearly requires otherwise.

      Right to Amend.  Shoot ‘N’ Share reserves the right to amend these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, with notice that we deem, in our sole discretion, to be reasonable according to the circumstances. Notice may include notice on our website at Shoot ‘N’ Share.com or to the email associated with your Shoot ‘N’ Share account. Any use of our Services after publication of any such change shall constitute your acceptance of these Terms as modified and your agreement to abide and be bound by the amended Terms. If you do not agree to, or cannot comply with, the Terms as amended, you must stop using the Services and notify Shoot ‘N’ Share.  You acknowledge and agree that it is your responsibility to review these Terms periodically and to be aware of any modifications.

      Severability.  The parties intend every provision of these Terms to be severable. If any part of these Terms is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective.

      No Agency; Third Party Beneficiary.  Nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between Shoot ‘N’ Share and you. Except as expressly set forth in these Terms, at no time shall either party make commitments or incur any charges or expenses for, or in the name of, the other party.  Nothing expressed or mentioned in or implied from these Terms are intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms.

      International Use.  Although the Services may be accessible worldwide, Shoot ‘N’ Share makes no representation that use of the Services is compliant with foreign law.  If you choose to access the Services from other locations, you do so on your own initiative and you are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.

      No Waiver.  Any failure by Shoot ‘N’ Share to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision or a waiver of Shoot ‘N’ Share’s right to enforce or exercise any such provision of these Terms in the future.

      Notices.  Except for cancellation of your account, any other notice or demand shall be in writing and addressed to the respective parties, as follows:

      If to Shoot ‘N’ Share: Except as otherwise provided herein, notice shall be made by registered or certified mail, Shoot ‘N’ Share/ Shoot Systems Hall Business centre, Dolphin Road, Shoreham-by-Sea BN43 6AP

      If to You:   Your affirmative act of accessing or using any portion of the Services or other acceptance of these Terms as described above constitutes your electronic signature to these Terms and your consent to enter into agreements with Shoot ‘N’ Share electronically.  Shoot ‘N’ Share may give notice by means of a general notice on the Services, electronic mail to your email address in your Shoot ‘N’ Share account, telephone or text message to any phone number provided in connection with your Shoot ‘N’ Share account, or by written communication sent by first class, registered, or certified mail, to any address connected with your Shoot ‘N’ Share account.  The delivery of any notice from the Shoot ‘N’ Share is effective when sent or posted by the Company, regardless of whether your read or views the notice when received or whether you actually receive the delivery. 

      All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

       

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