Terms of use

Last Update of Terms: April 12, 2021

PLEASE READ THIS AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN (COLLECTIVELY DEFINED BELOW AS THE “TERMS OF SERVICE”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.


1. About the Snapwire Platform; Acceptance of Terms of Service

This User Agreement (this “Agreement”) is a contract between Snapwire Media Inc. (“Snapwire”, “we” or “us”) and you (“you” or “User”, which includes both licensees (“Buyers”) and licensors (“Contributor”)). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website, located at https://snapwire.co (the “Site”), and to access any or all services, including, without limitation, the Marketplace (defined below), the Snapwire Custom Content Services, or any applications (including mobile applications) made available by Snapwire (collectively, the “Platform”).

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Privacy Policy; Copyright Policy; and, as applicable, the Content Purchase Agreement (these agreements collectively, together with this Agreement, are referred to as the “Terms of Service”).

Snapwire offers various services for registered Users to either submit or license, as a Contributor, and/or commission or license, as a Buyer, visual Content on our online Platform. Snapwire makes available the following services to Users:

Further information on how Users can request photos, submit Content, and sell or license Content can be found below in the “Buyer Terms of Use” and “Contributor Terms of Use” sections below or in our FAQs.

2. Platform Terms of Service

A. General

Acceptance of Terms. By accessing or using the Platform or by registering for an account (an “Account”) to use the Platform and to either commission or license visual Content, as a Buyer, or to submit and sell or license Content, as a Contributor, however accessed, you, the User, agree to be bound by the Terms of Service. If you do not accept all of the terms contained in the Terms of Service, as applicable to your use of the Platform, do not register for or use the Platform.

Subject to the conditions set forth herein, Snapwire may, in its sole discretion, amend the Terms of Service and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Platform (“Updated Terms”). The Updated Terms will become effective as of the date they are posted. Snapwire will give you reasonable notice before any Updated Terms become effective unless the changes are for legal or administrative reasons. If you object to the Updated Terms, your sole recourse is to terminate your use of the Platform. Snapwire recommends that you check the Platform from time to time to inform yourself of any changes in these Terms of Use or any of our other policies.

You must be at least 18 years old to register to use the Platform. Snapwire may, in its sole discretion, refuse to offer the Platform to any person or entity and may change the eligibility criteria at any time.

Arbitration Notice. YOU AGREE THAT DISPUTES BETWEEN YOU AND SNAPWIRE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A LAWSUIT, A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. FOR FURTHER INFORMATION PLEASE CONSULT THE “ARBITRATION” SECTION BELOW.

B. User Account Registration

Profile and Payment Data. You agree to create only one (1) unique Account as a Buyer or as a Contributor and that you shall be the sole authorized user of your Account. To register for an Account to join the Platform, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. In the event that you wish to fully utilize the Platform, including without limitation, license Content, as a Buyer, or get paid for Content through the Platform, as a Contributor, you must have an active Account, provide certain personal information about payment details (the “Payment Data”), and agree to the applicable terms of use of an available payment facilitator then supported by Snapwire (currently PayPal and Stripe; however, the payment facilitators supported by the Platform are subject to change from time to time). In the event that your Content is sold through a Snapwire distributor (“Third Party Partner”) site, Snapwire shall compensate you as set forth in the Payout Terms section of this User Agreement and notice of these payments will be made to you in “Payout Manager” section of the Platform.

Buyer Account Registration. As part of the registration process, you will be asked to submit certain information at the following webpage www.snapwire[dot]co such as your name, email address, location (city, state, country), Payment Data and to create an Account login password (“Buyer Data”). If you are registering to use the Platform on behalf of a legal entity, in the capacity of a Buyer, (i) you must be the authorized representative of such entity, (ii) have the full power and authority to bind such entity as a Buyer to the Contributor License Agreement and/or Copyright Purchase Agreement, each as applicable; and (iii) if such legal entity you represented as a Buyer subsequently disputes such power or authority, you shall be liable for any failure of such entity to comply with the Terms of Service as it applies to Buyers.

Contributor Profile Registration. As part of the registration process, you will be asked to submit certain information at the following webpage www.snapwire[dot]co such as your name, profile photo, email address, phone number, location (city, state, country), role (i.e., photographer, editor, etc.), portfolio hyperlink, content samples, creative style, specialty(ies), equipment details, Payment Data, and to create an Account login password (collectively, “Contributor Data”). More information regarding use of your Profile, managing your Content and maximizing your licensing and earning opportunities can be found in our FAQs.

Account Data. You agree to provide true, accurate, and complete information, including, without limitation, Payment Data, Buyer Data or Contributor Data, as applicable, on your Profile and all registration and other forms you access on the Platform or provide to us (“Account Data”) and to update your Account Data to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. Snapwire may from time to time modify or add to the Account Data information fields required to create an Account, and you agree to promptly complete any such additional or modified information fields when and as requested by Snapwire. In some cases, you will also need to update your Account and/or operating system settings to allow us to access your address book/contacts and enable the geolocation and camera/microphone functions. Your registration with us is subject to our confirmation and will become valid when we either confirm your registration or activate your Account. We handle all Account Data and other information you may provide in accordance with our Privacy Policy, which currently we limit to Service-related uses.

C. Platform License; User Permissions & Guidelines

Grant of License to Site. Snapwire hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and make use of the Platform, solely as permitted by the tools, products, services, functionalities and/or features made available to Users of the Platform, subject in all respects to the Terms of Service, and not for redistribution of any kind. Snapwire and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform. The Snapwire logos and names are trademarks of Snapwire and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Platform may be the trademarks of their respective owners. For purpose hereof, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Snapwire may terminate any license it has granted to any User to access the Platform by providing notice, and the termination of such license shall be effective immediately upon Snapwire providing such notice.

Permitted Uses. Snapwire offers the Platform for your business purposes only and not for personal, household, or consumer use. Snapwire makes the Platform available for Buyers and Contributors to enter into service relationships, make and receive payments through registered Accounts, and receive and provide services. We do not make any representations or warranties with respect to any information that is posted on the Platform by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.

User Guidelines and Restrictions. You agree that while using the Platform, you will comply with the following rules:

You agree not to permit any third party to do any of the foregoing. Snapwire reserves the right to terminate your access to the Platform, your Briefs or remove any Content that does not comply with the Terms of Service or for any reason by Snapwire, in its sole discretion.

Enforcement. We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section 2 or any other potential violation of the Terms of Service and to remove, disable access to, or modify any content on the Platform. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of the Terms of Service or the User Agreement.

3. BUYER TERMS OF SERVICE

A. Custom Content Services; Brief Submission

Service Options. Snapwire provides Buyers with customized options when accessing the Platform through the following self-serve offerings detailed below. This custom process begins with the submission of a Brief as outlined in the “Custom Content Services; Briefs & Challenges” paragraph first above. Snapwire may review the Brief and all Content before it can be submitted in response to a Buyer’s Brief. Various self-service options and custom offering are available on the Platform and are as follows:

Service Fees and Commission. For each of the custom, self-service offerings above, Snapwire will be entitled to a transaction fee, as well as a services fee (if production services are requested), each based on a specified percentage of the total amount charged and invoiced to Buyer upon completion of the Brief. Buyers accessing non-subscription offering may choose to upgrade any time by paying a monthly or annual platform fee. Buyer can unsubscribe from a monthly or annual subscription offering at any time by providing Snapwire with notice through Buyer’s Account, provided that any cancellation of a subscription service will be effective as of the end of the then-current billing period, as applicable.

B. Marketplace

Licensing Models. Snapwire also offers a Marketplace where Buyers can search Contributors’ Content for either individual licensing on a per item basis (“Individual License”) or licensing as part of a subscription that allows Buyers to license a quantity of Content from the Marketplace for a set subscription fee (“Subscription”).

Contributors have a right to exclude their Content from such Marketplace offering on their Account Profile.

Individual License. For Individual Content licensing, a Contributors receives 50% percent of the License Fee received by Snapwire (see Compensation section Payment Terms and Conditions).

Subscription. The amount of Content that may be downloaded during each Subscription period shall be specified in a Buyer order. Any license for Content downloaded and not used in any given Subscription period will expire and will not roll over to any subsequent Subscription periods. When Buyers purchase a Subscription on the Platform, Contributors agree to sell their Content according to the current Subscription fee, and Contributors will receive credit for the individual items of Content downloaded in proportion to the number of total items of Content downloaded by the Buyer during the Subscription Period. License fees paid to Contributors will vary depending on the Subscription package purchased by the Buyer. A Contributor’s earning is determined by the price of the Subscription plan and is detailed on the Platform’s Payout page.

Premium Content. Snapwire may select Content from the Marketplace to be designated as “Premium Content”. Contributors agree that all Premium Content shall be exclusive to the Snapwire platform unless and until the Content is removed by the Contributor. Premium Content may be selected and submitted to our Third Party Partner sites at Snapwire’s choosing, and in doing so, shall inform Contributors that select Content has been submitted. Contributors may choose to opt out of these relationships. In the event Contributor removes Content that has been submitted to a Third Party Partner site, Contributors understands and agrees that Snapwire’s removal process may be subject to delays (beyond its own control) to ensure that the Content is removed from any Third Party Partner site.

Payment and Fees. For any Content licensed from the Marketplace, Buyer agrees to the predetermined amount associated with the Content in US Dollars or the agreed upon Subscription fee in accordance with the Subscription package acquired.

Billing. For each Individual license, Buyers are charged at the time of the license transaction. For Subscription licensing, Buyers are billed monthly on the date of purchase and subsequently on a renewal date until cancelled. “Renewal Date” means the calendar day of the month as noted on the Subscription order. For example, a June 1 order date would imply a July 1 Renewal Date and the first of every month thereafter. A Buyer Subscription will be automatically renewed for consecutive Subscription terms unless earlier terminated as set forth below.

Free Trials. The subscription provider may offer free trials in connection with their subscription. Any free trial must be cancelled at least 24 hours before the end of the free trial period in order to avoid having the subscription automatically renew at the then current subscription rate. If you cancel your free trial or purchase a subscription before the end of your free trial, any unused portion of your free trial will be forfeited.

Cancellations. Subscriptions must be cancelled at least 24 hours before the Renewal Date in order to avoid being charged for the next subscription period. If you cancel your subscription after the applicable Renewal Date, it will not take effect until the end of the following subscription period. If you subscribed via your Apple iTunes or Google Play Store account, you must cancel your subscription(s) through your Apple iTunes or Google Play Store account, as applicable.

C. Content Use Prohibitions

Unless otherwise authorized in writing by Contributor or Snapwire, Buyer may not:

4. CONTRIBUTOR TERMS OF SERVICE

A. Content Defined

All still or motion, including photographs, graphics, illustration, audiovisual material, and all associated text and metadata (collectively “Content”) that Contributor either makes available to Snapwire to include or Contributor uploads directly to the Platform, may be accessed, used, licensed or purchased by any User in accordance with the Terms of Service.

B. Snapwire’s Review of Content

Snapwire has the right, but not the obligation, to review any Content submitted by Contributors as part of a Brief or uploaded to their profile or the Marketplace for compliance with the Terms of Service and remove any Content in its sole discretion for any reason. Furthermore, Contributors may need to reach a certain user level before they can respond to and participate on a Brief. If you are selected for a Brief, the Brief instructions may require you to transfer exclusive rights in the Content to Snapwire. This ensures the highest quality standards for Buyers.

All Content uploaded to Snapwire is automatically watermarked and you agree that the Snapwire watermark may be included with your Content. When a Buyer purchases or licenses Content as part of the Platform, the watermark is removed when the Content is downloaded.

C. Attribution

Other than any watermarks, Snapwire will not knowingly remove any attribution with respect to Contributors’ Content uploaded to the Platform if provided by Contributor. Buyer agrees that it shall provide attribution to Contributor in connection with any editorial use of Content licensed via Snapwire, unless Contributor waives any right to attribution directly. Contributors acknowledge that attribution is not provided by Buyers for advertising or other commercial use. Notwithstanding the above, Snapwire shall not be responsible if the Buyer fails to credit Contributors.

D. Contributor License Grant to Snapwire

Each Contributor that uploads Content to the Platform agrees to grant, and each Buyer agrees to comply with, the following licenses to Snapwire to use the Platforms where applicable:

Contributor Reserved Rights. All rights to the Content shall continue to be owned by Contributor, subject to the rights to use the Content as permitted under the Terms of Service. By way of example only, and unless additional rights are granted, as part of the standard Use license to a Buyer, the Buyer is permitted to:

Removal of Content by Contribution. Contributor may remove or delete Content from the Platform which terminates all future grant of rights to use the Content on the Platform and to grant future licenses to Buyers. Termination or removal of Content by a Contributor shall not affect any previously granted licenses or assignment of rights to Buyers. Please review our FAQs for more information regarding management of Your Content and your profile.

5. PAYMENT TERMS

A. Payment of License Fees

Payment of License Fees for Buyers. License Fees are collected directly by Snapwire via the payment facilitator at the time the transaction occurs; or according to the applicable license agreement, Subscription agreement; or when a Buyer submits payment; or when a Third Party Partner sells Content. Except in the case of Third Party Partners, License Fees are automatically deposited into Snapwire’s account and then distributed to Contributors via the Contributor’s chosen Snapwire-supported payment facilitator. Third Party Partners report transactions to Snapwire and submit payments according to their payout schedules. Payouts will be processed on the 1st of the month following 30 days from the date the Contributor requests payout. All sales are final and there is no cancellation once a license transaction has occurred. License Fees paid to the Contributor for the Content is taxable income in most countries. Contributors who receive License Fees shall be liable for ensuring that all payments of tax and other payments are duly remitted in accordance with the applicable legislation of their country and region.

Please review our Creator Payout Policy below for more information about terms and conditions for payments to Contributors for creative services performed on Briefs.

B. Contributor Payout Policy

Marketplace Payments. Payments to Contributors will be processed on the 1st of the month following 30 days from the date the Contributor requests payout, provided your balance is $25 or more. If the 1st is a weekend or US holiday, the payment will be made on a prior business day. Requested payouts will be totaled at the end of the month and paid out on the 1st of the month following 30 days from the date the Contributor requests payout. Payments may not be released to the Contributor until all licensing fees are collected from the Buyer, and at such time, the Contributor’s earning will be made available.

Brief Payments. Payments to Contributors are facilitated when a Buyer marks their Brief Complete in the webs service and has accepted the Content. Buyer may only reject Content timely submitted if it does not meet the technical quality requirements of the Brief, including failing to comply with the description of the subject matter. Contributor payment shall be 100% of the displayed amount less any payment processing fees assumed by Snapwire’s payment processor. In exceptional circumstances, such as if a Contributor submits content late or falsely represents their work, we will cancel a payout to a Contributor or in other scenarios as defined below, send a partial payout as defined below. Change of payment to Contributors may only be subject to change after Snapwire’s approval.

Assignment Expenses. For certain Briefs, a Contributor may incur a few costs (such as model costs, entrance fees, location booking, food, etc.) to produce content as outlined in the Briefs. Expenses that have been pre-approved may paid to a Contributor in advance of the completion of a Brief.

Onsite Shoot Cancellations. In the event a shoot could not be completed based on circumstances outside of the creator’s control–the Client cancelled, location was closed, or last minute changes occurred–a cancellation fee will be paid out to the creator.Cancellation fees are flat rates dependent on the shoot type.

Partial Payments. Less applicable processing fees, payment is sent in full when the Content submitted meets both the minimum deliverable amount and Brief requirements in terms of subject matter and technical quality requirements. Partial payments will be sent if one of several of the scenarios apply: there is only some usable content (or the amount of content submitted is below the minimum deliverable amount), if not all required Content scenarios defined in the Brief are present within the Content submitted, a re-schedule or reshoot is required and you are unable to do so, or you are at fault for a late submission. If Content is submitted late, a percentage of the Creator`s payment amount will be deducted resulting in a partial payment. The percent deducted increases each day after the submission deadline.

Post Production Request. Additional editing requests are made only to ensure the content submitted reflects the aesthetic outlined in a given Brief. If a creator is unable to apply the edits, a partial payment may be sent.

Full Payment Eligibility. Contributors are eligible for full payment when any Briefs issues have been communicated and resolved proactively and they have submitted at least the minimum deliverable amount of Content that 1) satisfies technical quality requirements based on industry standards for professional creators; 2) meets the written requirements of the Brief as described by the subject matter; and 3) submits the Content by the submission deadline. If a Buyer rejects any Content created on the description in the Brief, the Creator may be given an opportunity to reshoot the rejected Content if possible or practicable.

No Payment Circumstances. Payment will not be issued if no or insufficient Content is submitted; if the Content does not meet technical requirements based on industry standards for professional creators if the content submitted is not the creator’s own work; is edited from their previous work; or is in other ways deceitful in nature based on the Brief’s requirements.

Snapwire does not employ Users in any way. As such, Snapwire will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with Your use of the Platform or any transactions in connection therewith. You understand and agree that if Snapwire is found to be liable for any tax or withholding tax in connection with your use of the Platforms, then you will immediately reimburse and pay to Snapwire an equivalent amount, including any interest or penalties thereon.

6. GENERAL

A. Copyright

Snapwire has adopted and implemented the Snapwire Copyright Policy in accordance with the Digital Millennium Copyright Act. For more information, please read our Copyright Policy.

B. Third Party Links, Sites, and Services

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Snapwire. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Snapwire, you do so at your own risk and you agree that Snapwire will have no liability arising from your use of or access to any third-party website, service, or content.

C. Recovery

Snapwire has the right, at its expense, to determine in its sole and reasonable discretion, without obligation, if, and when, any legal action shall be pursued with regard to the Content offered exclusively on its Site, and to defend claims and counterclaims related to infringements of the Content. Snapwire shall have complete discretion regarding its choice of attorney or service for claims based on infringements. Settlements shall not be subject to Contributor’s prior approval. Contributor agrees to cooperate with Snapwire, providing, if requested, all reasonable assistance to Snapwire. Contributor agrees to be named in and be joined in as a party to any proceeding in connection with the prosecution or defense of any legal claim. However, Contributor shall not hold Snapwire responsible for any misuse of the Content by any third-party. If Snapwire chooses not to pursue any such claims, then Contributor is free to pursue such claims him or herself and is entitled to 100% of any compensation he or she receives. Otherwise, all settlements shall be subject to 50% of any settlement collected by Snapwire.

D. Representations and Warranties; Indemnification

Contributor’s Representations and Warranties to Snapwire. Contributor represents and warrants that (i) it is the original creator of the Content and that it holds all rights in and to the Content; (ii) it has the legal right and capacity to enter into these Terms of Use; (iii) the Content does not infringe upon any copyright, trademark, moral right, right of privacy or publicity or other intellectual property right of any third party; and (iv) it has obtained, where applicable, a valid written model or property release from any relevant third party subject, co-owner or otherwise sufficient to license the Content through the Platform (the “Releases”).

Snapwire’s Representations to Buyers. Provided a Buyer is not in breach of the Terms of Service, Snapwire represents and warrants to the Buyer that the Content (as submitted and unaltered by Users) that is downloaded and used in full compliance with the Terms of Service and applicable law will (i) not infringe any copyright, trademark or other intellectual property right, and such unaltered Content does not violate any thirdparties’ rights of privacy or publicity; and (ii) unaltered Content does not and will not: (y) violate any US law; (z) be defamatory or libelous; or (iii) be pornographic or obscene.

User Indemnification to Snapwire. Each User (Buyer or Contributor) agrees to defend, indemnify and hold harmless Snapwire, its affiliates, and their respective officers, directors, members, employees and agents, licensees, customers, and other Users from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to reasonable attorney’s fees) arising from your use of the Platform; your use of the Content in violation of the Terms of Service, together with the other Terms of Service and any applicable Content Purchase Agreement; or your violation of any third party rights, including copyright, trademark right of publicity or privacy, or other third party intellectual property right; this defense and indemnification obligation will survive the Terms of Service and your use of the Platform and the use of any Content.

Snapwire Indemnification to Buyer. Provided that Buyer is not in breach of the Terms of Service, Snapwire shall defend, indemnify, and hold Buyer harmless up to the “Limits of Liability” (as hereinafter defined) arising out of or directly connected to any actual or threatened third party lawsuit, claim, or legal proceeding for direct damages together with expenses (including reasonable outside attorney’s fees) based on Snapwire’s breach of its representations and warranties under this User Agreement. This indemnification is conditioned upon you notifying Snapwire, in writing, of any such claim or threatened claim, no later than ten (10) days from the date you know or reasonably should have known of the claim or threatened claim including all details of the claim then known to you. The notification must be emailed to Snapwire at legal@snapwi.re with a hard copy sent to Snapwire Media Inc., 3905 State Street, Suite #7-510, Santa Barbara, CA 93105-5107. Snapwire shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Snapwire in the defense of any such claim and shall have the right to participate in any litigation at your own expense. Snapwire shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein. Snapwire shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or the context in which the Content is used by you. Snapwire’s total maximum aggregate obligation and liability to any one Buyer for all claims shall be limited to Ten Thousand United States Dollars – US $10,000.00 – (the “Limits of Liability”).

Buyer’s Obligation to Mitigate Damages. Buyer agrees that upon notice from Snapwire, or upon your knowledge that any Content is subject to a threatened, potential or actual claim for which Content owner or Snapwire may be liable, you must immediately and at your own expense (a) stop using the Content; (b) delete or remove the Content and any uses of the Content from your premises, computer systems and storage (electronic or physical); and (c) ensure that your clients, partners and any entity to whom you’ve provided Content do likewise. Snapwire shall provide you with replacement Content (which shall be determined by Snapwire in its reasonable commercial judgment) free of charge, provided your use of such replacement Content will be subject to the Terms of Service.

E. Disclaimer; Limitation of Liability

Snapwire takes reasonable measures to ensure that the Platform is accessible 24 hours a day, seven days a week. We reserve the right, at our discretion, to take necessary technological, maintenance or security measures that may affect the accessibility of Service, including shut down of the Platform. We will store digital files representing Content or Briefs uploaded by a User to the Platform in the same format as uploaded, but we will not be responsible for any loss, damage or alteration of the Content that occurs during the file transfer to or from our servers.

OTHER THAN AS EXPRESSLY SET FORTH THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SNAPWIRE AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT OWNERS DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE PLATFORM IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN NO EVENT SHALL SNAPWIRE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT OWNERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE PLATFORM (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE(REGARDLESS OF THE SOURCE OF ORIGINATION). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

F. Arbitration; Class Waiver

Other than as provided below, any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of, or in connection with, or relating to these Terms of Service shall be resolved by binding arbitration by a single arbitrator by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The Parties agree that the location for arbitration shall be Santa Barbara, California. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees to the prevailing party 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. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the applicable courts for matters related to data security, intellectual property or unauthorized access to the Platform.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND SNAPWIRE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

G. Governing Law; Venue

This User Agreement, together with the other Terms of Service and any applicable Content Purchase Agreement are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

Other than claims subject to arbitration above, for any action at law or in equity of, you agree to resolve any dispute you have with Snapwire exclusively in a state or federal court located in Santa Barbara or the Federal Courts in the Central District of California, as applicable and to submit to the personal jurisdiction of the courts located in SantaBarbara or Los Angeles County as applicable for the purpose of litigating all such disputes.

H. Miscellaneous

Entire Agreement. This User Agreement, together with the other Terms of Service and any applicable Content Purchase Agreement, sets forth the entire agreement and understanding between you and Snapwire relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Snapwire drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Snapwire because of the authorship of any provision of the Terms of Service.

Feedback. While we are continually working to develop and evaluate our Site, the Platforms and other features and functionalities, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the Users. If you choose to contribute by sending us or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively, “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending us Feedback, you agree that: (i) Snapwire has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; (ii) Feedback is provided on a non-confidential basis, and Snapwire is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and (iii) you irrevocably grant Snapwire a perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

Modification; Severability; Waiver. No modification or amendment to the Terms of Service will be binding upon Snapwire unless they are agreed in a written instrument signed by a duly authorized representative of Snapwire or posted on the Platform by Snapwire. Email will not constitute a written instrument as contemplated by this section. If any provision of the Terms of Service is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from the Terms of Service and will not affect the validity and enforceability of any remaining provisions. Snapwire’s failure to insist upon or enforce strict performance of any provision of the Terms of Service will not be construed as a waiver of any provision or right. No waiver of any of the Terms of Service will be deemed a further or continuing waiver of such term or condition or any other term or condition.

Assignability. User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Snapwire’s prior written consent in the form of a written instrument signed by a duly authorized representative of Snapwire. Snapwire may freely assign the Terms of Service and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

Force Majeure. The parties to the Terms of Service will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

Consent to Use Electronic Records. In connection with the Terms of Service, you may be entitled to receive, or we may otherwise provide, certain records from Snapwire, such as contracts, notices, and communications, in writing. To facilitate your use of the Platform, you give us permission to provide these records to you electronically instead of in paper form.

Privacy Policy

Snapwire Media, Inc. (“Company”, “we”, or “Us”) is committed to respecting your privacy. This Privacy Policy describes how Company collects, uses, and retains personal information to enable us to do business with you and improve our services. “Personal Information” includes any information that relates to, identifies, or can be used to identify, contact, or locate the person to whom such information pertains.

The terms of this policy apply to all of Company’s mobile applications and website applications and the Company’s website: https://www.snapwi.re/ (collectively the “Site”), unless different terms are otherwise specified or provided to you.

By using this Site, you understand and agree to the terms of this Privacy Policy. This Site is operated in the United States, California and may be accessed abroad. For data protection purposes, Company is the controller and, unless otherwise noted, is also the processor of data. Personal Information collected may be retained, and may be stored, processed, accessed, and used in jurisdictions whose privacy laws may be different and less protective than those of your home jurisdiction.

We do not sell, rent, or share your Personal Information to or with third parties in any way other than as disclosed in this Privacy Policy.

UPDATING YOUR PERSONAL INFORMATION AND PRIVACY PREFERENCES

Upon request Company will provide you with information about whether we hold, or process on behalf of a third party, any of your Personal Information. To request this information please contact us at privacy [at] snapwi.re.

You have the right to access and correct or revise your Personal Information and privacy preferences at any time by visiting the “user profile” section of the Site and/or by contacting us at privacy [at] snapwi.re. We will respond to your request within a reasonable period of time.

WHAT PERSONAL INFORMATION WE COLLECT AND RETAIN FROM CUSTOMERS

When you visit this Site some Personal Information may be collected automatically as part of the Site’s operation. This information may include your IP (Internet Protocol), your browser type, access times, the website that referred you to us, and navigational information such as the pages you view on the Site. We collect information about your use of the Site and our other customers in the aggregate to learn more about how our Site is used by our customers in order to improve our service and our Site.

When you register online with us, we collect the Personal Information you provide to us, including your name, address, job title, company name and company type, phone number, email address, password, and various social media usernames you provide. You may choose not to provide this information by not registering with us, however certain products and services on the Site are only available to you upon registration. Registration enables you to access the services we provide and in some cases, higher resolution content and to enter into a license to use content for comp purposes.

If you use our mobile apps, we collect information on the type of device you use, and operating system version. We do not ask for, access, or track any location-based information from your mobile device at any time.

If a password is used to protect your account and Personal Information, it is your responsibility to keep your password confidential.

PERSONAL INFORMATION WE COLLECT AND RETAIN FROM CONTRIBUTORS

In addition to the Personal Information collected from general users of the Site, if you contribute content to us for licensing or request a payment for content you have licensed to others you may be asked to provide your Personal Information such as your name, phone number, primary address, and email address. We may verify this information by asking you to upload a scan of a government issued ID (which may be stored securely on our servers), or provide a credit card number.

In order to pay you and report sales to you, you will be asked to provide certain Personal Information such as payment information, payment method, payment emails, tax information; bank routing details, paypal account information and the addresses associated with such information.

Some of this information is mandatory and if you choose not to disclose, we may not be able to engage in any activity with you.

HOW WE USE YOUR PERSONAL INFORMATION

When you license content from us, we collect your username, password, full name, telephone number, email address and postal address, company name, company title, credit card number, and other Personal Information to process your orders and complete the license transaction, for license transaction history record keeping purposes, or to receive products or services. Your email address is used to confirm the licensing transaction.

We may contact you using your email or other Personal Information to respond to customer requests and inform you of special offers services.

We may ask you questions relating to your user preferences in order to better serve you and improve the use of our Site. Providing information regarding your usage and preferences is always voluntary.

We may contact you to administer promotions or sweepstakes you enter and notify you of the results.

We collect Personal Information regarding your orders, your use of the Site, and other account information as part of your sales history with us.

We may disclose to carefully-chosen third parties navigational and transactional information in the form of anonymous, aggregate usage statistics and demographics, but only in forms that do not reveal your identity or other confidential information.

We may contact you to investigate or take any action regarding illegal activity or any violations of our terms of service.

We may disclose Personal Information if required by law (for example, to comply with a subpoena, warrant, court order, or legal process) or when necessary to protect our rights, avoid litigation, protect your safety or the safety of others, investigate fraud, and/or respond to a government request. We may also disclose information about you if we determine that such disclosure should be made for reasons of national security, law enforcement, or other issues of public importance.

DATA RETENTION

We will retain your Personal Information for as long as your account is active, your information is needed to provide you services, or as required to fulfill our legal obligations, resolve disputes, and enforce our agreements. If you wish to delete your account or request that we no longer use your information to provide you services contact us at privacy [at] snapwi.re. We will respond to your request within 30 days.

If you are a contributor and have submitted model releases with any content, we will retain the releases to comply with our legal obligations, dispute resolutions, licensing transactions, or to enforce our contractual obligations. We do not publicly disclose any Personal Information regarding any model.

ABOUT COOKIES

When you visit Company’s Site, a text file called a cookie is placed in the browser directory of your computer’s hard drive. A cookie is information that a website can store on your web browser and later retrieve. The information that cookies collect includes the date and time of your visit, your registration information and your navigational and licensing information. It allows the web browser to recognize the pages you have been to when you are visiting the Site and allows you to quickly return to viewed pages. We may also use “web beacons” that monitor your use of our Site. Web beacons are small strings of code that provide a method for delivering a graphic image on a web page for the purpose of transferring data, such as the IP address of the computer that downloaded the page on which the web beacon appears, the URL (Uniform Resource Locator) of the page on which the web beacon appears, the time the page containing the web beacon was viewed, the types of browser that fetched the web beacon and the identification number of any cookie on the computer previously placed by that server.

When corresponding with you via HTML capable e-mail, web beacons let us know whether you received and opened our e-mail.

You may adjust your browser to reject cookies from us or from any other website. Additionally, by setting your web browser to display HTML e-mails as text only, you may be able to prevent the use of some web beacons. Please consult the “Help” section of your browser for more information. However, certain areas of our Site can only be accessed in conjunction with cookies or similar devices and you should be aware that disabling cookies or similar devices might prevent you from accessing some of our content.

DIRECT MARKETING

If at any time you decide that you do not want to receive marketing emails from us you will have the option of opting out and/or un-subscribing from our emails and mailing lists by adjusting your “Personal Information Preferences” as follows: (1) checking or un-checking the appropriate box on our user account settings and visiting the “notifications” tab located here: https://www.snapwi.re/account/settings form; (2) contacting us at hello [at] snapwi.re; or (3) sending an email to privacy [at] snapwi.re. If you chose not to receive marketing emails, you may continue to receive transactional or account emails (e.g., purchase confirmations and account balance statements).

FORUMS & OTHER INTERACTIVE SERVICES

Our websites may include discussion forums or other interactive areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the sites (“Interactive Areas”). If you use an Interactive Area, you should be aware that these areas are open to the public and any personal information you post or provide at registration may be viewable by others. We are not responsible for personal information you submit in connection with the Interactive Areas, nor are we responsible for how others might use that information, including to send you unsolicited messages. Interactive Area postings may be retained indefinitely. If at any time you would like to remove a posting, please email us at privacy [at] snapwi.re. Keep in mind that removal of a posting from an Interactive Area does not mean that the posting will be deleted from our systems.

SECURITY OF OUR DATA

Whenever you submit an order to Company, you can do so over a secure (i.e., encrypted) connection. This ensures that your personal information is not at risk. Additionally, we encrypt your credit card information and store it in a secure location, which can be accessed only by authorized personnel. As no method of transmission over the Internet, or method of electronic storage is 100% secure, while Company uses commercially reasonable methods to protect your personal information, we cannot guarantee that it is absolutely secure. In the unlikely event that an unauthorized third-party compromises Company’s security measures, Company will not be responsible for any damages directly or indirectly caused by an unauthorized third party’s ability to view, use or disseminate your information.

REVIEWING, UPDATING, OR CORRECTING YOUR INFORMATION

If at any point you wish to access your personal information to (1) change your preferences, (2) review the accuracy, or (3) correct, supplement or modify your information, you may make a written request to hello [at] snapwi.re.

CHANGES IN PRIVACY POLICY

Company reserves the right to amend the Privacy Policy from time to time at its sole discretion and will provide notice by email or on the home page of the Site when we make material changes to this Privacy Policy prior to the change becoming effective.

LINKS TO THIRD PARTY SITES

Our Site includes links to other sites whose privacy practices may differ from those of Company. If you submit personal information to any of those sites, your information is governed by their privacy policies. Please review the privacy policy of any website you visit.

SOCIAL MEDIA

On some pages, we allow you to share Personal Information with third parties, such as social networks like Facebook. In these instances, you are agreeing to the data being shared and the shared data is subject to the privacy policies of the third parties. We do not control and do not assume any responsibility for the use of personal information by such third parties. For more information about the third party’s purpose and scope of their use of personal information in connection with sharing features, please visit the privacy policies of such third parties.

REFERRAL PROGRAM EMAILS

If you choose to use our referral service to tell a friend about our Site, we will ask you for your friend’s name and email address. We will automatically send your friend a one-time email inviting him or her to visit the Site. We store this information for the sole purpose of sending this one-time email and tracking the success of our referral program.

Your friend may contact privacy [at] snapwi.re to request that we remove this information from our database.

CHILDREN

We do not intend to solicit or collect Personal Information from anyone under the age of 18. If you are under 18, do not enter information on this site or engage our services. If you believe a child of yours under the age of 18 has entered Personal Information please contact privacy [at] snapwi.re to have the data removed and terminate the child’s account.

CONTACT INFORMATION

Individuals located in certain countries, including the European Economic Area, have certain statutory rights in relation to their Personal Information. Subject to any exemptions provided by law, if you live in this area you have the right to request access to your Personal Information, as well as to seek to update, delete, or correct this Information.

If you have any questions about this Privacy Policy, the practices of this site, or your dealings with this Web site, you can contact our Data Protection Officer at privacy [at] snapwi.re.

You can contact Company by emailing hello [at] snapwi.re, mailing to us at Snapwire Media, Inc. 3905 State Street, Ste 7-510 Santa Barbara, CA 93105 or by phone.

Effective: May 24th, 2018 through Today.