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PHOTOSHELTER UGC END USER LICENSE AGREEMENT

 

This End User License Agreement (“Agreement”) is made and entered into by and between PhotoShelter, Inc., a Delaware corporation (“Licensor” or “PhotoShelter”), and the end user (“You” or “End User”). By clicking “Accept” or otherwise accessing or using the PhotoShelter platform, the End User agrees to be bound by the terms of this Agreement.

1. DEFINITIONS

1.1. “Service” refers to the platform and services provided by PhotoShelter, including but not limited to digital asset storage, management, and distribution of photos and videos, as well as any future features and services offered by PhotoShelter.

1.2. “Customer” refers to the organization or entity that has licensed the Service from PhotoShelter and is making it available to its end users.

1.3. “User Content” refers to photos, videos, and other media or data that the End User uploads, submits, or makes available through the Service.

1.4. “License” refers to the rights granted under this Agreement to use the Service and any associated content.

2. LICENSE GRANT

2.1. Grant of License: Subject to the terms of this Agreement, PhotoShelter grants the End User a non-exclusive, non-transferable, revocable license to access and use the Service for the purpose of managing, storing, modifying, licensing, selling, or otherwise distributing User Content, as part of the Customer’s use of the Service.

2.2. Modifications and Distribution Rights: The End User acknowledges that PhotoShelter retains the right to store, modify, license, sell, and otherwise distribute the User Content as necessary to provide and improve the Service. PhotoShelter may also grant third-party distribution rights, as necessary, to facilitate the distribution of the User Content within the Service.

2.3. Cloud Storage and Migration: PhotoShelter currently stores User Content on Amazon Web Services (“AWS”) cloud infrastructure but plans to migrate to its own private cloud infrastructure in the future. By using the Service, the End User consents to PhotoShelter’s use of cloud storage solutions, including AWS and its own private cloud infrastructure, and understands that User Content may be transferred between these platforms during the course of the Service.

3. USER CONTENT AND DATA RIGHTS

3.1. Ownership: The End User retains ownership of any User Content they submit to the Service. However, by submitting User Content, the End User grants PhotoShelter a worldwide, royalty-free, transferable, sublicensable, and irrevocable license to store, modify, distribute, and otherwise use the User Content for the purposes outlined in this Agreement.

3.2. Compliance: PhotoShelter is committed to compliance with all applicable privacy laws, including the General Data Protection Regulation (“GDPR”) and shall process User Content in accordance with applicable data protection laws. The End User acknowledges and agrees that PhotoShelter may process User Content, including personal data, for the purpose of providing the Service and complying with legal obligations.

4. TERM AND TERMINATION

4.1. Term: This Agreement will remain in effect for as long as the End User continues to use the Service, unless terminated earlier in accordance with the terms of this Agreement.

4.2. Termination by PhotoShelter: PhotoShelter may terminate this Agreement or suspend the End User’s access to the Service if the End User breaches any of the terms of this Agreement.

4.3. Termination by End User: The End User may terminate this Agreement at any time by ceasing to use the Service. Upon termination, the End User’s rights to use the Service will immediately cease, but PhotoShelter may retain User Content in accordance with its data retention policies.

5. PRIVACY AND SECURITY

5.1. Data Retention: PhotoShelter retains User Content in accordance with its data retention policies, which are subject to change. The End User acknowledges that PhotoShelter may retain User Content for a reasonable period after termination or expiration of this Agreement, as required for the provision of the Service or for legal and regulatory compliance.

5.2. Security Measures: PhotoShelter employs commercially reasonable technical and organizational measures to protect the security of User Content stored on the Service. However, no system can be completely secure, and PhotoShelter cannot guarantee the absolute security of User Content.

6. LIMITATION OF LIABILITY

6.1. No Warranty: The Service is provided “as is” and PhotoShelter makes no warranties or representations, express or implied, regarding the Service’s performance, security, or availability.

6.2. Limitation of Liability: To the fullest extent permitted by applicable law, PhotoShelter’s liability for any claims, damages, or losses arising out of or related to this Agreement shall be limited to the total amount paid by the Customer for the Service in the 12 months preceding the event giving rise to the claim. In no event shall PhotoShelter be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of data, or business interruption.

6.3. Data Breach Liability: PhotoShelter will take reasonable technical and organizational measures to protect User Content and personal data from unauthorized access, loss, or disclosure. However, PhotoShelter shall not be held liable for any breach of security, unauthorized access, loss, or corruption of data arising from factors beyond PhotoShelter’s control, including, without limitation, issues caused by third-party service providers, hacking, or other malicious actions.

7. INDEMNIFICATION

7.1. Indemnification by End User: The End User agrees to indemnify, defend, and hold harmless PhotoShelter, its affiliates, officers, directors, employees, and agents (collectively, the “Indemnitees”) from and against any and all claims, demands, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • User Content: The End User’s submission, use, or distribution of User Content through the Service, including any claims that such User Content infringes, misappropriates, or otherwise violates the intellectual property rights, privacy rights, or other rights of any third party.
  • Third-Party Claims: Any claims arising from the use of the Service by the End User or third parties authorized by the End User, including claims for any breach of applicable law or regulation, such as violations of data protection laws, intellectual property infringement, defamation, or harassment.
  • Breach of Agreement: Any violation by the End User of any provision of this Agreement, including any actions that result in a data breach, unauthorized access, or exposure of User Content, whether caused by the End User’s actions or third parties authorized by the End User.

7.2. Third-Party Claims Against PhotoShelter: In the event of any third-party claim or action against PhotoShelter arising out of the End User’s use of the Service or User Content, the End User shall, at its own expense, defend PhotoShelter against such claims, and promptly pay any damages, judgments, settlements, or penalties, including reasonable attorneys’ fees, resulting from such claims.

7.3. Indemnification Procedures: PhotoShelter shall promptly notify the End User of any third-party claim for which indemnification is sought. The End User shall have the right to control the defense of the claim, provided that PhotoShelter may participate in the defense at its own expense. The End User shall not settle any claim in a manner that imposes liability or other obligations on PhotoShelter without PhotoShelter’s prior written consent.

7.4. Exclusion of Liability for Third-Party Use:
The End User acknowledges and agrees that PhotoShelter shall not be liable for any third-party claims arising from or related to the End User’s use of the Service, including claims based on the End User’s actions or omissions. The End User shall assume full responsibility for ensuring that its use of the Service and any User Content submitted complies with all applicable laws, regulations, and third-party rights.

8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in Delaware.

9. AMENDMENTS
PhotoShelter reserves the right to modify this Agreement at any time. The End User will be notified of any changes, and continued use of the Service after such modifications will be deemed acceptance of the revised Agreement.

10. MISCELLANEOUS

10.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

10.2. Severability: If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.