(last updated: November 4, 2014)
Please read these terms of service (customer) (these "Customer Terms") carefully as they form a contract between you and Shoot & Share, Inc. dba PASS ("PASS", "we", "us", or "our") that governs your access and purchase of photography or other products or services (hereinafter, collectively, the “Photography Products”) from pass.us, passpremier.com and shootandshare.com (collectively the "Site”). Separate terms govern photographers and others using the Site for hosted photography sharing solutions and desktop, gallery and mobile applications, and are set forth at Terms Of Service
By using any of the Site to purchase Photography Products (the “Product Services”) you agree to be bound by these Customer Terms. If you are using the Product Services on behalf of an organization, you are agreeing to these Customer Terms for that organization and representing to PASS that you have the authority to bind that organization to these Customer Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Product Services. IF YOU DO NOT AGREE TO BE BOUND BY THESE CUSTOMER TERMS, YOU MUST NOT USE THE PRODUCT SERVICES. Should you have any questions concerning these Customer Terms, please contact email@example.com.
Please note that, as more fully set forth below, PASS doesn't provide warranties for the Product Services, and this contract also limits our liability to you.
CHANGES TO THESE TERMS - We reserve the right to modify or replace these Customer Terms at any time in our sole discretion. We will indicate at the top of these Customer Terms the date these Customer Terms were last updated. Any changes will be effective upon posting the revised version of these Customer Terms on the Site (or such later effective date as may be indicated at the top of the revised Customer Terms). Therefore, we encourage you to check the date of these Customer Terms whenever you visit the Site to see if these Customer Terms have been updated. Your continued access or use of any portion of the Product Services after the effective date of any changes means you accept and agree to the changes.
ACCESS TO THE SERVICES - You may use the Product Services, on a non-exclusive basis, solely in strict compliance with these Customer Terms and all applicable laws, and only if you have the power to form a contract with PASS and are not barred under any applicable laws from doing so.
USER CONTENT - Except for files, materials, data, text, audio, video, images or other content (collectively, "Content") we provide, we don't claim ownership of any Content that is transmitted to or accessed or purchased by you. We also don't control, verify, or endorse any Content that is made available on the Site. Content uploaded, expressed or submitted to the Site, other than any Content provided by PASS, is solely the responsibility of the person or entity submitting it and does not necessarily reflect the opinion of PASS. We are not responsible or liable to you or any third party for (a) the nature, quality and accuracy of that Content; (b) ensuring that such Content (including the storage or transmission thereof) complies with applicable terms of service or applicable laws and regulations; (c) handling or resolving any notices and claims relating to such Content, including any notices claiming that any Content violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; or (d) maintaining appropriate security, protection or backup copies of such Content.
LIMITS OF SERVICE - We reserve the right to withdraw or amend the Product Services, or any portion thereof, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Product Services are unavailable at any time or for any period. From time to time, we may restrict access to some or all Product Services to users. (see SALE TERMS below).
AGE REQUIREMENTS - You must be at least 18 to use the Product Services.
SALE TERMS – This provision is applicable to your purchase of any Photography Products through the Site. In the event of any conflict between these Customer Terms and the provisions of any other agreement, including any agreement or terms of service with your photographer, these Customer Terms shall control. These terms may not be altered or amended by you in any way, and all sales are expressly conditioned upon your agreement to these terms.
Descriptions, images, references, features, content, specifications, products, price and availability of any Photography Products or services are subject to change without notice. Current prices can be found on our Site. We make reasonable efforts to accurately display the attributes of our Photography Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any Photography Products on our Site at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item purchased through our Site. By placing an order, you represent that the Photography Products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any Photography Product; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all purchase(s); and/or to refuse to provide any user with any product or service.
You are responsible for any taxes that you are obligated to pay or the photographer may collect from you with regards to the purchase of photographs or any other the products. You are also responsible for the taxes or fees in the event they are later determined to be payable on the sale. Such taxes may be added to the purchase price and reflect on your invoice or receipt.
You are responsible for paying all shipping and handling charges applied to your order, such charges will be shown on the checkout page and are subject to verification and to correction or change. Title and risk of loss for any purchases of Photography Products pass to you upon our delivery to our carrier. We will use reasonable efforts to ship all orders within the estimated delivery time applicable to the method of shipping you have chosen at time of order. We reserve the right to substitute another shipping vendor to deliver the order. We are not responsible for any delays in shipping or other costs that may arise from the delay.
All Photography Products purchased through the Site are non-refundable and non-exchangeable. If any print or product you receive is physically defective, you are responsible for contacting the photographer within thirty (30) days of your receipt of the products, and work out the necessary arrangements for either a refund or a replacement. The foregoing right to return any order within thirty (30) days to your photographer is your sole and exclusive remedy, and as further set forth below, we expressly disclaim and exclude all warranties, expressed or implied, regarding the purchase of any prints or other products.
You must agree to any license set forth by the photographer prior to purchasing a digital download product. You acknowledge that we provide no warranties for any digital product license and you are entering into the license agreement with the photographer. We are not responsible for enforcing the license nor resolving any disputes thereunder.
CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION - By accepting these Customer Terms, you understand that we may send you communications or data regarding the Product Services, including but not limited to (a) notices about your use of the Product Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding PASS's products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.
INTELLECTUAL PROPERTY NOTICES - All contents of the Product Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © 2014 Shoot & Share, Inc. and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved. PASS and the PASS logo are either trademarks, service marks or registered trademarks of Shoot & Share, Inc., and may not be copied, imitated, or used, in whole or in part, without PASS's prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners. PASS may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Product Services. Unless we have granted you licenses to our intellectual property in these Customer Terms, our providing you with the Product Services does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.
WARRANTY DISCLAIMER - You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Product Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Product Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PRODUCT SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE PRODUCT SERVICES, ITS CONTENT AND ITEMS OBTAINED THROUGH THE PRODUCT SERVICES IS AT YOUR OWN RISK. THE PRODUCT SERVICES, ALL CONTENT AND ANY ITEMS OBTAINED THROUGH THE PRODUCT SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PASS NOR ANY PERSON ASSOCIATED WITH PASS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER PASS NOR ANYONE ASSOCIATED WITH PASS REPRESENTS OR WARRANTS THAT THE PRODUCT SERVICES, ANY CONTENT OR ANY ITEMS OBTAINED THROUGH THE PRODUCT SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PRODUCT SERVICES OR ANY ITEMS OBTAINED THROUGH THE PRODUCT SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
PASS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY - IN NO EVENT WILL PASS AND ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THE PRODUCT SERVICES OR ANY CONTENT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF PASS AND ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS KNEW, SHOULD HAVE KNOWN OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PASS'S AND ITS AFFILIATE'S OR THEIR LICENSOR'S, SERVICE PROVIDER'S, EMPLOYEE'S, AGENT'S, OFFICER'S OR DIRECTOR'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE CUSTOMER TERMS OR THE PRODUCT SERVICES, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU FOR USE OF THE PRODUCT SERVICES. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.
INDEMNIFICATION - You agree to defend, indemnify and hold harmless PASS, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) resulting from your violation of these Customer Terms or your use of the Product Services, including, without limitation, any use of the Product Services' content, services and products other than as expressly authorized in these Customer Terms or your use of any information obtained from the Product Services.
Canadian Transactions - If you are subject to Canadian law, you agree to the following: The parties hereto have expressly required that the present License and its Exhibits be drawn up in the English language. / Les parties aux presentes ont expressement exige que la presente Convention et ses Annexes soient redigees en langue anglaise.
Governing Law; Venue and Jurisdiction – These Customer Terms will be governed by and construed in accordance with the laws of the United States and the State of California, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act (if applicable). Any legal action, suit or proceeding arising out of or relating to these Customer Terms must be instituted exclusively in a court of competent jurisdiction, federal or state, located within the State of California, County of Santa Barbara, and in no other venue. Each party further irrevocably consents to personal jurisdiction and venue in, and agrees to service of process issued or authorized by, any such court.
Severability - If any provision of these Customer Terms is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of these Customer Terms will remain in full force and effect.
Equitable Relief - The parties acknowledge and agree that it is impossible to measure in money the damages that will accrue to PASS by reason of your breach of these Customer Terms and that such a breach will cause irreparable harm to PASS. In addition to any other right or remedy available at law or in equity PASS will be entitled to specific performance or injunctive relief to enforce or prevent any breach hereunder without posting a bond or other security, and may apply to any court of competent jurisdiction for such relief.
Attorneys' Fees. In any action, suit or proceeding arising out of or relating to these Customer Terms, PASS, if it is the prevailing party, will be entitled to recover from you its reasonable attorneys' fees and expenses in addition to any other relief that may be awarded.
Assignment - You may not assign this agreement or assign any of your rights or delegate any of your obligations under this agreement, by operation of law or otherwise (including by merger, sale of assets, change of voting control or consolidation), without PASS's prior written consent, which may be granted, conditioned or withheld in PASS's sole discretion. Any attempted assignment by you in violation of this section will be void and will constitute a material breach of this agreement. Notwithstanding the foregoing, PASS may assign this agreement at any time in its sole discretion. Subject to the foregoing, this agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
Waiver and Modifications - All waivers must be in writing. Any waiver or failure to enforce a provision of these Customer Terms on one occasion shall not be deemed a waiver of any other provision or such provision on any other occasion.
Notices - We may send you, in electronic form, information about the Product Services, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Product Services or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Product Services. You may provide legal notices to us via email to firstname.lastname@example.org, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Shoot & Share, Inc., 403 E. Montecito St. Suite 3, Santa Barbara, CA 93101. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.
Entire Agreement – These Customer Terms constitutes the entire, final and exclusive agreement between you and PASS regarding the specific transactions described herein. No prior agreements, understandings, statements, proposals or representations, written or oral, apply. No written or oral statement, advertisement or product description not expressly contained in these Customer Terms can be used to alter or supplement its terms. You may not rely on any representations or statements not contained herein. Headings in these Customer Terms are for reference only and have no effect on any provision's meaning. These Customer Terms apply to the maximum extent permitted by relevant law.
Claims - Claims must be filed within one year. You must bring any claim related to these Customer Terms or the Product Services within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn't filed in time, the claim is permanently barred.