Terms & Conditions

Papzies Business Terms of Service Agreement

This Papzies Business Terms of Service Agreement (the “Agreement”) is by and among you and your company/business (“you”) and Papzies LLC. This Agreement governs your access to our Platform (defined below) which facilitates your provision of peer-to-peer photography services (collectively, “Papzies Service”) to account holders seeking to access Papzies Service (“Buyers”).

Access to our technology platform includes access to our technology application (the “Papzies App”) that, amongst other things, facilitates Papzies Service between you and Buyers; as well as websites and all other associated services, including payment and support services, provided by Papzies LLC, its affiliates or third parties (collectively, our “Platform”).

Your access to our Platform is also governed by any applicable terms of use or user licenses found on our website or Papzies App and, except as provided in Section 11.9 below, any other agreements you have with us (including those related to how you choose to interact with our Platform, the services you choose to provide and where you chose to provide them) which are incorporated by reference into this Agreement. By accepting this Agreement, you confirm that you have read, understand and accept the
provisions of this Agreement and intend to be bound by this Agreement. This Agreement is effective as of the date and time you accept it.

1. Relationship with Papzies LLC

1.1. Contracting Parties. The relationship between Papzies LLC and you (the ‘parties”) is solely as independent business enterprises,  each of whom operates a separate and distinct business enterprise that provides a service outside the usual course of business of the other. This is not an employment agreement and you are not an employee. You confirm the existence and nature of that contractual relationship each time you access our Platform. We are not hiring or engaging you to provide any service; you are engaging us to provide you access to our Platform. Nothing in this Agreement creates, will create, or is intended to create any employment, partnership, joint venture, franchise or sales representative relationship between you and Papzies LLC. You have no authority to make or accept any offers or representations on behalf of Papzies LLC.

1.2. Your Choice to Provide Papzies Service to Buyers. Papzies LLC does not, and has no right to, direct or control you. Subject to Platform availability, you decide when, where and whether (a) you want to offer Papzies Service facilitated by our Platform and (b) you want to accept, decline, ignore or cancel a Papzies (defined below) request; provided, in each case, that you agree not to discriminate against any potential Buyer in violation of the Requirements (defined below). Subject to your compliance with this
Agreement, you are not required to accept any minimum number of Papzies in order to access our Platform and it is entirely your choice whether to provide Papzies Service to Buyers directly, using our Platform, or using any other method to connect with Buyers, including, but not limited to other platforms and applications in addition to, or instead of, Papzies LLC. You understand, however, that your Buyer’s experiences with your Papzies, as determined by Buyer input, may affect your ability to access our Platform or provide Papzies.

2. Papzies LLC’s Platform

2.1. General. While using our Papzies App, you may receive lead generation and other technology-based services that enable those operating independent business enterprises like you to provide Papzies Service requested by Buyers (“Papzies”). Subject to the terms and conditions of this Agreement, Papzies LLC grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use our Platform (including the Papzies App) solely for the purpose of providing Papzies and accessing services associated with providing Papzies.

2.2. Compliance. You are responsible for identifying, understanding, and complying with (i) all laws (including, but not limited to, applicable laws governing your collection, use, disclosure, security, processing and transfer of data), rules and regulations that apply to your provision of Papzies (including whether you are permitted to provide Papzies Service at all) in the jurisdiction(s) in which you operate (your “Region”) and (ii) this Agreement (collectively, the “Requirements”). Subject to applicable law,
you are responsible for identifying and obtaining any required license, permit, or registration required to provide any Papzies Service that you provide using our Platform. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, your ability to access and use our Platform is at all times subject to your compliance with the Requirements. You agree not to access or attempt to access our Platform if you are not in compliance with the Requirements.

2.3. Your Provision of Photography Services to Buyers. You represent, warrant and covenant that (a) you have all the necessary expertise and experience to provide Papzies in compliance with the Requirements and standards applicable to the Papzies Service, (b) your access and use of our Platform, and provision of Papzies Service, in your Region is permitted by the Requirements (including any age requirements), and (c) all such access and use of our Platform will be in compliance with the Requirements. You are responsible for, and bear all costs of, providing all equipment, tools and other materials that you deem necessary or advisable and are solely responsible for any obligations or liabilities arising from the Papzies you provide.

2.4. Accessing our Platform.

(a) To provide Papzies you must create and register an account. All information you provide to us must be accurate, current and complete and you will maintain the accuracy and completeness of such information during the term of this Agreement. Unless otherwise permitted by us in writing, you agree to only possess one account for providing Papzies. You are responsible for all activity conducted on your account. For account security and Buyer safety purposes, you agree not to share or allow anyone to use your login credentials or other personal information used in connection with your account, including but not limited to photos of yourself, to access our Platform. If you think anyone has obtained improper access to your account, login credentials or personal information, you are required to notify us and to change your password immediately so that we may take appropriate steps to secure your account. You agree that Papzies LLC is not responsible for any losses arising from your sharing of account credentials with a third party, including without limitation phishing.

(b) You represent, warrant, and covenant that you have all required authority to accept and be bound by this Agreement. If you are accepting this Agreement on behalf of your company, entity, or organization, you represent and warrant that you are an authorized representative of that company, entity, or organization with the authority to bind such party to this Agreement.

2.5. Background Checks and Licensing.

(a) During your account creation and registration, we will collect, and may verify, certain information about you.

(b) You may, at the discretion of Papzies LLC also be required to pass various background and other checks both prior to the first time you access our Platform and from time to time thereafter during the term of this Agreement; these checks may be facilitated by third parties. You hereby authorize and instruct us to provide copies of such checks to insurance companies, relevant regulators and/or other governmental authorities as needed for safety or other reasons.

2.6. Accepting Papzies Requests.

(a) Papzies requests may appear in the Papzies App and you may attempt to accept, decline or ignore them. Accepting a Papzies request creates a direct business relationship between you and your Buyer in accordance with the terms of the photography service the Buyer has requested through our Platform. The mechanism for accepting or declining Papzies may vary depending on your location and the type of Papzies request you accept.

(b) You alone will choose the most effective, efficient, and safe manner to reach the destinations associated with a Papzies and provide Papzies Service. 

(c) You may receive Buyer information, including approximate photography location, and you agree that your Buyer may also be given identifying information about you, including your first name, photo, location, vehicle information, and certain other information you have voluntarily provided through the Papzies App (collectively, “User Information”).

Without a Buyer’s consent, you agree to not contact any Buyer or otherwise use any of the Buyer’s User Information except solely in connection with the provision of Papzies to that Buyer. You agree to treat all Buyer User Information as Confidential Information (defined below) received by you under this Agreement. You acknowledge that your violation of your confidentiality obligations may also violate certain laws and could result in civil or criminal penalties.

2.7. Use of Papzies LLC Branded Materials.

(a) Except to the extent necessary to comply with applicable law, you are not required to use, wear or display Papzies LLC’s name or logo on your vehicle or clothing, or to use signaling lights, stickers, decals, or other such materials displaying Papzies LLC’s name or logo (collectively “Papzies Branded Materials”).

(b) Your authorized display of Papzies Branded Materials may signify to Buyers that your Papzies Service is facilitated by our Platform. Papzies LLC grants you a limited license to use, wear, or display Papzies Branded Materials provided directly to you by Papzies LLC (“Authorized Papzies Branded Materials”) when providing Papzies solely for the purpose of identifying yourself and your vehicle to Buyers as someone selling Papzies Service facilitated by our Platform. You agree not to (i) use, wear, or display Papzies Branded Materials that are not Authorized Papzies Branded Materials (ii) purchase, accept, offer to sell, sell or otherwise transfer Papzies Branded Materials that are not Authorized Papzies Branded Materials or (iii) offer to sell or sell, or otherwise transfer Authorized Papzies Branded Materials, without Papzies LLC’s prior written permission.

(c) The parties expressly agree that your access to, or use of, Papzies Branded Materials, whether or not authorized, does not indicate an employment or other similar relationship between you and Papzies LLC. You further agree not to represent yourself as our employee, representative or agent for any purpose or otherwise misrepresent your relationship with Papzies LLC.

2.8. Criminal Offenses, and Other Compliance Obligations. For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident (including any crash involving your vehicle) that occurs during your provision of a Papzies and you agree to cooperate with any investigation and attempted resolution of such incident. Additionally, for Platform eligibility consideration, you agree to notify us within 24 hours if you are arrested for, charged with, or convicted of a criminal offense.

2.9. Ratings. Your Buyer may be asked to comment on your services, and you may be asked to comment on your Buyer. These comments can include ratings and other feedback (collectively, “Ratings”), which we ask all parties to provide in good faith.

Ratings are not confidential and you hereby authorize our use, distribution, and display of your Ratings (and Ratings about you) without attribution or further approval. We have no obligation to verify Ratings or their accuracy and may remove them from our Platform in accordance with the standards in any community guidelines that we require.

2.10. Location Information; Communication Consents.

(a) You grant us the irrevocable right to obtain your geo-location information and to share your location with third parties, including your Buyers, who will see the approximate location of you or your vehicle in the Papzies app before and during their Papzies. We may not and will not use this information to attempt to supervise, direct, or control you or your provision of Papzies

(b) You agree that we may contact you by email, telephone or text message (including by an automatic telephone dialing system) at any of the phone numbers provided by you, or on your behalf, in connection with your account. You also understand that you may opt out of receiving text messages from us at any time, by contacting us. Notwithstanding the foregoing, we may also contact you by any of the above means, including by SMS, in case of suspected fraud or unlawful activity by your or on your account.

3. Insurance

3.1. Your Auto Liability Insurance for Papzies Service. If you use an automobile to arrive at the location of a Papzies, you will maintain automobile liability insurance on your vehicle that provides protection against bodily injury and property damage to third parties at coverage levels that satisfy the minimum requirements to operate a vehicle on public roads wherever you use your vehicle. You must be listed as an insured or a driver on your automobile liability insurance.

3.2. Your Other Insurance for Papzies Service. You will maintain workers’ compensation insurance if it is required by applicable law. If allowed by applicable law, you can insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance (and it is at your own risk if you decide not to).

3.3. Papzies LLC Maintained Insurance. We may, in our sole discretion, choose to maintain insurance related to your Papzies Service, but we are not required to provide you with any specific coverage for loss to you or your vehicle or property, unless we specifically describe it in an addendum to this Agreement. We can change, reduce or cancel insurance that is maintained by us, if any, at any time without notice to you or authorization from you.

4. Payments

4.1. Method of Pay.

(a) Bank Account for Pay; Amount of Pay. (i) You must have a valid bank account and potentially a valid and active debit card issued in your name to receive direct deposit payment for your Papzies Service. Payment made by Buyers for your Papzies Service will be directly deposited to the bank account which you provide us with the proper information for direct deposit. (ii) Buyer shall be required to pay you $1 per minute for providing Papzies Service. Of the total amount received by you from a Buyer, you shall retain 80% of such pay and Papzies LLC will direct deposit that 80% into your bank account. Papzies LLC, as payment for your use of the Platform, shall retain 20% of the amount payed by the Buyer.

(b) Availability of Pay. We are not able to ensure that all payments are deposited instantly. The speed at which you receive payments will depend on your bank and other factors. We are not responsible for any fees from your bank in association with your pay being deposited. We reserve the right to block payment to you at any time for any reason, including for improper use of our Platform, account investigation, deactivation, or further review of Papzies completed.

5. Term and Termination; Effect; Survival

5.1. Term. This Agreement is effective as of the date and time you accept it and will continue until terminated by you or us.

5.2. Termination by You; Termination by Papzies LLC.

(a) You may terminate this Agreement (i) without cause at any time upon seven (7) days’ prior witten notice to Papzies LLC; and (ii) immediately, without notice for Papzies LLC’s violation or alleged violation of a material provision of this Agreement.

(b) Papzies LLC may terminate this Agreement (i) without cause at any time upon seven (7) days’ prior written notice to you; and (ii) immediately, without notice for your violation or alleged violation of a material provision of this Agreement.

5.3. Deactivation. You consent to and we may temporarily deactivate your account without notice to investigate whether you have engaged in, or your account has been used in, activity that is deceptive, fraudulent, unsafe, illegal, harmful to our brand, business or reputation, or that violates this Agreement (including the policies incorporated herein by reference)(any of the foregoing, a  “Material Breach or Violation”). You also consent to and we may terminate this Agreement or permanently deactivate your account without notice if we determine in our discretion that a Material Breach or Violation has occurred.

5.4. Effect of Termination and Survival. Upon termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination. Once the Agreement is terminated you will no longer access our Platform to provide Papzies. You agree to use commercially reasonable efforts to return any Papzies Branded Materials to Papzies LLC or destroy them. Sections 1, 2.7, 2.10(b), 4, 6-9, 12 and 13 shall survive any termination or expiration of this Agreement.

6. DISCLAIMERS; LIMITATION OF LIABILITY

6.1. WE PROVIDE OUR PLATFORM AND ANY ADDITIONAL PRODUCTS OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND, AND YOUR ACCESS TO OUR PLATFORM IS NOT GUARANTEED TO RESULT IN ANY PAPZIES REQUESTS. WE DO NOT WARRANT THAT OUR PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR
ERROR- FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, THAT OUR TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE  INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT YOUR ACCESS TO OUR
PLATFORM.

6.2. WE PROVIDE LEAD GENERATION AND RELATED SERVICES ONLY, AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE BUYERS WHO MAY REQUEST OR ACTUALLY RECEIVE PAPZIES FROM YOU. WE DO NOT SCREEN OR EVALUATE THESE BUYERS. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SAFETY, SECURITY, AND NON-INFRINGEMENT. WE EXCLUDE ALL WARRANTIES TO THE EXTENT THOSE REGULATIONS ALLOW.

6.3. IF A DISPUTE ARISES BETWEEN YOU AND YOUR BUYERS OR ANY OTHER THIRD PARTY, YOU RELEASE US FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

6.4. WE MAY USE ALGORITHMS IN AN ATTEMPT TO FACILITATE PAPZIES AND IMPROVE THE: EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF OUR PLATFORM; ANY SUCH USE DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.

6.5. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE
AMOUNT OF ANY AND ALL LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THE AGREEMENT, SHALL BE LIMITED TO DIRECT AND PROVABLE DAMAGES AND SHALL NOT EXCEED, IN ANY EVENT, ONE HUNDRED
THOUSAND DOLLARS ($1,000). THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO ANY CLAIMS OR INCIDENTS RELATED TO A PARTY’S BREACH OF CONFIDENTIALITY, ANY OUTSTANDING PAYMENT OBLIGATIONS OF YOU, OR EACH PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 12. 

7. Information

We may collect and disclose information from or about you when you create an account, interact with our Platform or provide Papzies and as otherwise described in any privacy notice provided by us. Notwithstanding anything herein to the contrary (a) the collection, use, and disclosure of such information will be made in accordance with any privacy notice provided by us and (b) if you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection
with, or related to, us or our Platform, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner without any permission from you.

8. Confidentiality

8.1. Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party or third parties (“Confidential Information”). Confidential Information includes User Information and the transportation volume, marketing and business plans, business, financial, technical, operational and such other, non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should
reasonably know that it should be treated as confidential. Confidential Information does not include any information that: (a) was in the receiving party’s lawful possession prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (b) is lawfully disclosed to the receiving party by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or (c)
is independently developed by the receiving party without the use of or access to the Confidential Information, as clearly and convincingly corroborated by written records.

8.2. Obligations. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third-party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform their obligations under this Agreement,
provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party; subject to applicable law and our internal record-keeping requirements.

8.3. Remedies. The unauthorized use or disclosure of any Confidential Information would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the parties have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies described in Section 13, applicable law or otherwise.

9. Intellectual Property

9.1. Papzies LLC Intellectual Property. Papzies LLC reserves all rights not expressly granted in this Agreement. The Papzies App, our Platform, and all data gathered through our Platform, including all intellectual property rights therein (the “Platform IP”), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of Papzies LLC’s or our licensors’ company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“Papzies Names, Marks, or Works”) or the Platform IP conveys or grants to you any rights in or related to the Platform IP, or related intellectual property rights, including Papzies Names, Marks, or Works, except for the limited license granted above. You shall not, and shall not allow any other party to: (a) license, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Platform IP or Authorized Papzies Branded Materials; (b) reverse engineer or attempt to extract the source code of our software, except as allowed under law; (c) use, display, or manipulate any of Papzies Names, Marks, or Works for any purpose other than to provide Papzies; (d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include Papzies Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work; (e) use Papzies Names, Marks, or Works as your social media profile picture or wallpaper; (f) purchase keywords (including, but not limited to Google AdWords) that contain any Papzies Names, Marks, or Works; (g) apply to register, reference, use, copy, and/or claim ownership in Papzies Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted above; (h) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Platform or data; or (i) aggregate Papzies
LLC’s data with competitors’.

9.2. Your Intellectual Property. As part of this Agreement and in exchange for the Buyer paying you for photography services, you agree to irrevocably assign to Buyer all intellectual property rights you may have over any photography or video you create for the Buyer.

11. Miscellaneous

11.1. Modification. You will only be bound by modifications or supplements to this Agreement on your acceptance, but if you do not agree to them, you may not be allowed to access our Platform. Such modifications or supplements may be provided to you only via electronic means.

11.2. Severability. Invalidity of any provision of this Agreement does not affect the rest of this Agreement. The parties shall replace the invalid or non-binding provision with provision(s) that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

11.3. Assignment. We may freely assign or transfer this Agreement or any of our rights or obligations in them, in whole or in part, without your prior consent. You agree not to assign this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without such consent is void. 

11.4. Conflicts. Except with respect to the Arbitration Provision, if there is a conflict between this Agreement and any supplemental terms between you and us, those supplemental terms will prevail with respect to the specific conflict if explicitly provided therein, and is in addition to, and a part of, this Agreement.

11.5. Interpretation. In this Agreement, “including” and “include” mean “including, but not limited to.” 11.6. Notice. Except as explicitly stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to Papzies LLC, 10 Sadie Lane, Methuen, MA 01844, Attn: 

Legal Department. All notices to you may be provided electronically including through our Platform or by other means.

11.7. Governing Law. Except as specifically provided in this Agreement, this Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Each party waives a jury trial in any matter arising out of or relating to this Agreement.

11.8. Entire Agreement. Except as specifically set forth in Section 11.4 or the Arbitration Provision, this Agreement, constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated herein and therein, and supersedes all prior or contemporaneous agreements or undertakings on this subject matter.

11.9. No Incorporation. Notwithstanding anything herein to the contrary, no agreement, term or other provision relating to your indemnification obligations to us will be considered incorporated by reference, or otherwise a part of, this Agreement.

11.10. Force Majeure. Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, epidemic or pandemic, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. Unless otherwise agreed to by the parties, each party will be responsible for the costs and expenses incurred by it in connection with this Agreement.

12. Indemnification

You agree to indemnify and hold harmless Papzies LLC and its licensees, licensors, and third party service providers (and our respective employees, managers, members, agents, affiliates and representatives) from and against any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising from your use of and access to the Platform, including any data or content transmitted or received by you, any other party’s access or use of the Platform with your username and password, or your breach of this Agreement, and any applicable law, rule or regulation.

13. Arbitration Provision

13.1. Arbitration Procedures. Any dispute, claim, or controversy arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (other than for claims or disputes related to the intellectual property of a party), shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”) under the American Arbitration Association’s commercial arbitration rules. The timeline for disputes, unless otherwise required by applicable law, must be commenced within one year after the cause of action accrues.

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. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND PAPZIES LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

The parties shall share equally the fees and expenses of the AAA arbitrator. The arbitration shall be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by the AAA under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its
own incurred expenses arising out of any dispute resolution procedure. The parties will jointly bear the expense of any arbitrator. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Agreement. If the parties fail to agree upon a location, then such arbitration proceedings shall take place in the AAA Boston, Massachusetts offices.

13.2. Enforcement Of This Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. This Arbitration Provision will survive the termination of your relationship with us, and it will continue to apply if your relationship with us is ended but later renewed.

By clicking “Yes, I agree,” I expressly acknowledge that I have read, understood, and considered the consequences of this Agreement, that I agree to be bound by the terms of this Agreement, and that I am legally competent to enter into this Agreement with Papzies LLC.

Papzies Customer Terms of Service Agreement

This Papzies Customer Terms of Service Agreement (the “Agreement”) is by and among you (“you” or “Customer”) and Papzies LLC (“We”). This Agreement governs your access to our Platform (defined below) which facilitates your receiving of peer-to-peer photography services (collectively, “Papzies Service”) from independent third-party person(s) (“Photographers”) authorized to provide photography services on the Papzies Platform.

Access to our technology platform includes access to our technology application (the “Papzies App”) that, amongst other things, facilitates Papzies Service between you and Photographers; as well as websites and all other associated services, including payment and support services, provided by Papzies LLC, its affiliates or third parties (collectively, our “Platform”). Your access to our Platform is also governed by any applicable terms of use or user licenses found on our website or Papzies App and, except as provided in Section 11.9 below, any other agreements you have with us (including those related to how you choose to interact with our Platform, the services you choose to request and where you chose to receive them) which are incorporated by reference into this Agreement. 

By accepting this Agreement, you confirm that you have read, understand and accept the provisions of
this Agreement and intend to be bound by this Agreement. This Agreement is effective as of the date and
time you accept it.

1. Relationship with Papzies LLC

1.1. Contracting Parties. The relationship between Papzies LLC and you (the ‘parties”) is solely as a peerto-peer service provider and  customer. This is not an employment agreement and you are not an employee. The Photographers are not employees of Papzies LLC. You confirm the existence and nature of that contractual relationship each time you access our Platform. We are not hiring or engaging you to provide any service; you are engaging us to provide you access to our Platform. Nothing in this Agreement creates, will create, or is intended to create any employment, partnership, joint venture, franchise or sales representative relationship  between you and Papzies LLC. You have no authority to make or accept any offers or representations on behalf of Papzies LLC.

1.2. Your Choice to Accept Papzies Service from Photographers. Papzies LLC does not, and has no right to, direct or control you. Subject to Platform availability, you decide when, where and whether (a) you want to accept Papzies Service facilitated by our Platform and (b) you want to accept, decline, ignore or cancel a Papzies (defined below); provided, in each case, that you agree not to discriminate against any potential Photographer in violation of the Requirements (defined below). Subject to your compliance with this Agreement, you are not required to request any minimum number of Papzies in order to access our Platform. You understand, however, that your Customer behavior with your Papzies, as determined by Photographers input, may affect your ability to access our Platform or request Papzies.

2. Papzies LLC’s Platform

2.1. General. While using our Papzies App, you may request technology-based photography services that enable Photographers to provide Papzies Service requested by you (“Papzies”). Subject to the terms and conditions of this Agreement, Papzies LLC grants you a non-exclusive, non-transferable, nonsublicensable, non-assignable license, during the term of this Agreement, to use our  Platform (including the Papzies App) solely for the purpose of requesting Papzies and accessing services associated with
requesting and receiving Papzies.

2.2. Compliance. You are responsible for identifying, understanding, and complying with (i) all laws (including, but not limited to, applicable laws governing your collection, use, disclosure, security, processing and transfer of data), rules and regulations that apply to your requesting and receiving Papzies (including whether you are permitted to request Papzies Service at all) in the jurisdiction(s) in which you operate (your “Region”) and (ii) this Agreement (collectively, the “Requirements”). Subject to applicable
law, you are responsible for identifying and obtaining any required license, permit, or registration required to request and receive any Papzies Service that you obtain using our Platform. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, your ability to access and use our Platform is at all times subject to your compliance with the Requirements. You agree not to access or attempt to access our Platform if you are not in compliance with the Requirements.

2.3. Your Requesting/Receiving of Photography Services. You represent, warrant and covenant that (a) your access and use of our Platform, and requesting/receiving of Papzies Service, in your Region is permitted by the Requirements (including any age requirements), and (b) all such access and use of our Platform will be in compliance with the Requirements. You are responsible for, and bear all costs of, providing all equipment, tools and other materials that you deem necessary or advisable and are solely responsible for any obligations or liabilities arising from the Papzies you request/receive. 

2.4. Accessing our Platform.

(a) To provide Papzies you must create and register a customer account. All information you provide to us must be accurate, current and complete and you will maintain the accuracy and completeness of such information during the term of this Agreement. Unless otherwise permitted by us in writing, you agree to only possess one account for requesting/receiving Papzies. You are responsible for all activity conducted on your account. For account security and Photographers safety purposes, you agree not to share or allow anyone to use your login credentials or other personal information used in connection with your account, including but not limited to photos of yourself, to access our Platform. If you think anyone has obtained improper access to your account, login credentials or personal information, you are required to notify us and to change your password immediately so that we may take appropriate steps to secure your account. You agree that Papzies LLC is not responsible for any losses/damages arising from your sharing of account credentials with a third party, including without limitation phishing.

(b) You represent, warrant, and covenant that you have all required authority to accept and be bound by this Agreement.

2.5. Background Checks and Licensing.

(a) During your account creation and registration, we will collect, and may verify, certain information about you.

(b) You may, at the discretion of Papzies LLC also be required to pass various background and other checks both prior to the first time you access our Platform and from time to time thereafter during the term of this Agreement; these checks may be facilitated by third parties. You hereby authorize and instruct us to provide copies of such checks to insurance companies, relevant regulators and/or other governmental authorities as needed for safety or other reasons.

2.6. Papzies Requests.

(a) Your Papzies requests will appear in the Papzies App and Photographers may attempt to accept, decline or ignore them. When Photographers accept your Papzies request, it creates a direct business relationship between you and your Photographers in accordance with the terms of the photography service the Photographers have requested through our Platform. The mechanism for accepting or declining Papzies may vary depending on your location and the type of Papzies request you make.

(b) You alone will choose the most effective, efficient, and safe manner to reach the destinations associated with a Papzies, subject to approval from your designated Photographers.

(c) You may receive Photographer information, including approximate Photographer location, and you agree that your Photographers may also be given identifying information about you, including your first name, photo, location, vehicle information, and certain other information you have voluntarily provided through the Papzies App (collectively, “User Information”). Without a Photographer’s consent, you agree to not contact any Photographers or otherwise use any of the Photographer’s User Information except solely in connection with the provision of Papzies with that Photographer. You agree to treat all Photographers User Information as Confidential Information (defined below) received by you under this Agreement. You acknowledge that your violation of your confidentiality obligations may also violate certain laws and could result in civil or criminal penalties.

2.7. Ownership and Data.

(a) Papzies LLC and its affiliates are and shall remain the owners of all right, title and interest in and to the Platform and Papzies Services, including updates, enhancements and new versions thereof, all data related to the use of the Platform and Papzies Services, and all related documentation and materials provided or available to Customer in connection with this Agreement.

(b) Customer acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about Papzies LLC, the Platform or Papzies Services (“Feedback”) provided by Customer to Papzies LLC are optional, anonymized, non-confidential and shall become the sole property of Papzies LLC. Papzies LLC shall have exclusive rights to Feedback, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without notice, acknowledgment or compensation to Customer.

(c) During the Term and subject to the terms of this Agreement, Customer grants to Papzies LLC a nonexclusive, limited, revocable right to use and display Customer’s name and logo (the “Customer Marks”) and Customer’s Use Case(s) (as defined below) on its website, in its earnings calls, in press releases, and in other promotional materials solely in connection with its activities under this Agreement. A “Customer Use Case” means general description of how Customer uses the Platform and Papzies Services. All such
use of the Customer Marks will be in accordance with the Customer’s usage guidelines as provided by Customer, if any, and will inure to the benefit of Customer. Customer may not use Papzies LLC’s name, logo, and other Papzies LLC trademarks (“Papzies Branded Materials”), whether registered or not, without Papzies LLC’s prior written consent. Customer will not, at any time, misrepresent its relationship with Papzies LLC. Customer will not make any statements pertaining to Papzies LLC, its affiliates,
Papzies Branded Materials, Papzies LLC’s products or services or any other event or occurrence involving Papzies LLC, if such statements may negatively affect Papzies LLC’s reputation, present Papzies LLC in the negative light, claim any rights in the Papzies Branded Materials, degrade the distinctiveness of the Papzies Branded Materials or disparage or misrepresent Papzies LLC, its products or services.

(d) All information related to Customer and their use of the Platform or Papzies Services as received, collected, compiled, aggregated or produced by Papzies LLC in connection with this Agreement, including but not limited to, the information contained within the Customer Account, shall be governed by the terms of any applicable privacy policy established by Papzies LLC, and Papzies LLC shall have the right to use such data as set forth in any such privacy policy. Specifically, but not exclusively, Papzies
LLC may disclose such information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, without notice to Customer. Papzies LLC determines the extent to which such data will be provided to Customers through the customer account. Additionally, Papzies LLC reserves the right to add, remove, and update features and functionality related to such data at any time and will not be responsible for any loss of data or any other damages associated
with such changes.

(e) The parties expressly agree that your access to, or use of, Papzies Branded Materials, whether or not authorized, does not indicate an employment or other similar relationship between you and Papzies LLC. You further agree to not represent yourself as our employee, representative or agent for any purpose or otherwise misrepresent your relationship with Papzies LLC.

2.8. Criminal Offenses, and Other Compliance Obligations. For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident that occurs during your receiving of a Papzies and you agree to cooperate with any investigation and attempted resolution of such incident.

2.9. Ratings. Your Photographers may be asked to comment on you, and you may be asked to comment on your Photographers. These comments can include ratings and other feedback (collectively, “Ratings”), which we ask all parties to provide in good faith.
Ratings are not confidential and you hereby authorize our use, distribution, and display of your Ratings (and Ratings about you) without attribution or further approval. We have no obligation to verify Ratings or their accuracy and may remove them from our Platform in accordance with the standards in any community guidelines that we require.

2.10. Location Information; Communication Consents.

(a) You grant us the irrevocable right to obtain your geo-location information and to share your location with third parties, including your Photographers, who will see the approximate location of you in the Papzies app before and during their Papzies. We may not and will not use this information to attempt to supervise, direct, or control you or your Photographers who provide your Papzies.

(b) You agree that we may contact you by email, telephone or text message (including by an automatic telephone dialing system) at any of the phone numbers provided by you, or on your behalf, in connection with your customer account. You also understand that you may opt out of receiving text messages from us at any time, by contacting us. Notwithstanding the foregoing, we may also contact you by any of the above means, including by SMS, in case of suspected fraud or unlawful activity by your or on your
customer account.

3. Insurance

3.1. We may, in our sole discretion, choose to maintain insurance related to your Papzies Service, but we are not required to provide you with any specific coverage for loss to you or your property, unless we specifically describe it in an addendum to this Agreement. We can change, reduce or cancel insurance that is maintained by us, if any, at any time without notice to you or authorization from you.

4. Charges/Payments

4.1. Payment Obligations. Customer will be liable for all fees incurred through its use of the Platform, including quoted/variable fees, service fees, tolls, surcharges, prime time fees, and taxes (collectively, “Charges”). Customer may opt into automatic pay which allows Charges to be submitted directly to Customer for payment either through Customer’s credit card, or invoicing if approved by Papzies LLC in Papzies LLC’s sole discretion. Customer shall be required to pay Photographers $1 per minute for providing Papzies Service.

4.2 Cancellations, No-Show Fees, and Other Fees. For all Papzies requests and Papzies paid or payable by Customer, Customer shall also be responsible for any cancellation, no-show fees, and any damage fees or other fees incurred by Customer on a Papzies.

4.3 Credit or Debit Card. If Customer elects to pay via credit card, then Customer is responsible for either (i) enabling auto-recharge on the Customer’s account or (ii) ensuring that the Customer’s account has a sufficient positive balance to cover the Charges due. Customer expressly acknowledges and agrees that Papzies LLC may use a third party intermediary to process credit and debit card payments, in which case such third party intermediary will have access to, store, and use Customer’s billing data as necessary to
process its payment.

4.4 Invoicing. Papzies LLC may invoice Customer for all applicable Charges on a monthly basis. All invoices shall be paid, without offset or deductions, within thirty (30) days of the date of invoice. If Customer is overdue on any payment of Charges, Papzies LLC may assess and Customer will pay a late fee of the lesser of 3% per month of the overdue amounts or the maximum amount allowable by law. Any Customer purchase order document or other similar document shall be construed solely as evidence of Customer’s internal business processes, and the terms and conditions contained therein shall be void and of no effect with regard to this Agreement.

4.5 Taxes. Customer shall be responsible for the payment of any applicable sales or use taxes or any value added or similar taxes payable, arising out of or in connection with this Agreement (collectively, “Taxes”), excluding taxes based upon Papzies LLC ‘s income. In the event that Papzies LLC pays any such Taxes on behalf of Customer, Papzies LLC shall invoice Customer for such taxes and Customer agrees to pay such taxes in accordance with this Agreement.4.6 Suspension. If the Charges generated by  Customer’s use of the Platform or Papzies Services exceed the amounts prepaid by Customer, any credit card limit, or if Customer otherwise fails to pay any amounts due under this Section 4, Papzies LLC may suspend or limit Customer’s access to the Platform
for such customer account until such non-payment is corrected without prior notice to Customer. Papzies LLC will have no liability for any damage, losses (including any loss of data or profits) or any other consequences that Customer may incur in connection with any suspension of the Platform and Papzies Services pursuant to this Section 4.

5. Term and Termination; Effect; Survival

5.1. Term. This Agreement is effective as of the date and time you accept it and will continue until terminated by you or us (“Term”).

5.2. Termination by You; Termination by Papzies LLC. 

(a) You may terminate this Agreement (i) without cause at any time upon seven (7) days’ prior written notice to Papzies LLC; and (ii) immediately, without notice for Papzies LLC’s violation or alleged violation of a material provision of this Agreement.

(b) Papzies LLC may terminate this Agreement (i) without cause at any time upon seven (7) days’ prior written notice to you; and (ii) immediately, without notice for your violation or alleged violation of a material provision of this Agreement.

5.3. Deactivation. You consent to and we may temporarily deactivate your customer account without notice to investigate whether you have engaged in, or your account has been used in, activity that is deceptive, fraudulent, unsafe, illegal, harmful to our brand, business or reputation, or that violates this Agreement (including the policies incorporated herein by reference)(any of the foregoing, a “Material Breach or Violation”). You also consent to and we may terminate this Agreement or permanently deactivate your account without notice if we determine in our discretion that a Material Breach or Violation has occurred.

5.4. Effect of Termination and Survival. Upon termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination. Once the Agreement is terminated you will no longer access our Platform to request or receive Papzies. Sections 1, 2.7, 2.10(b), 4, 6-9, 12 and 13 shall survive any termination or expiration of this Agreement.

6. DISCLAIMERS; LIMITATION OF LIABILITY

6.1. WE PROVIDE OUR PLATFORM AND ANY ADDITIONAL PRODUCTS OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND, AND YOUR ACCESS TO OUR PLATFORM IS NOT GUARANTEED TO RESULT IN ANY PAPZIES SERVICES. WE DO NOT WARRANT THAT OUR PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR- FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, THAT OUR TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE  INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT YOUR ACCESS TO OUR PLATFORM.

6.2. WE PROVIDE LEAD GENERATION AND RELATED SERVICES ONLY, AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE PHOTOGRAPHERS WHO MAY PROVIDE PAPZIES TO YOU. WE DO NOT SCREEN OR EVALUATE THESE PHOTOGRAPHERS. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SAFETY, SECURITY, AND NON-INFRINGEMENT. WE EXCLUDE ALL WARRANTIES TO THE EXTENT THOSE REGULATIONS ALLOW.

6.3. IF A DISPUTE ARISES BETWEEN YOU AND YOUR PHOTOGRAPHERS OR ANY OTHER THIRD PARTY, YOU RELEASE US FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. 

6.4. WE MAY USE ALGORITHMS IN AN ATTEMPT TO FACILITATE PAPZIES AND IMPROVE THE: EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF OUR PLATFORM; ANY SUCH USE DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.

6.5. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE
AMOUNT OF ANY AND ALL LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THE AGREEMENT, SHALL BE LIMITED TO DIRECT AND PROVABLE DAMAGES AND SHALL NOT EXCEED, IN ANY EVENT, ONE HUNDRED THOUSAND DOLLARS ($1,000). THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO ANY CLAIMS OR INCIDENTS RELATED TO A PARTY’S BREACH OF
CONFIDENTIALITY, ANY OUTSTANDING PAYMENT OBLIGATIONS OF YOU, OR EACH PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 12.

7. Information

We may collect and disclose information from or about you when you create an account, interact with our Platform or request/receive Papzies and as otherwise described in any privacy notice provided by us. Notwithstanding anything herein to the contrary (a) the collection, use, and disclosure of such information will be made in accordance with any privacy notice provided by us and (b) if you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with, or related to, us or our Platform, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner without any permission from you.

8. Confidentiality

8.1. Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party or third parties (“Confidential Information”). Confidential Information includes User Information and the transportation volume, marketing and business plans, business, financial, technical, operational and such other, non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. Confidential Information does not include any information that: (a) was in the receiving party’s lawful possession prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (b) is lawfully disclosed to the receiving party by a third
party without actual, implied or intended restriction on disclosure through the chain of possession, or (c) is independently developed by the receiving party without the use of or access to the Confidential Information, as clearly and convincingly corroborated by written records.

8.2. Obligations. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third-party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform their obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party; subject to applicable law and our internal record-keeping requirements. 

8.3. Remedies. The unauthorized use or disclosure of any Confidential Information would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the parties have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies described in Section 13, applicable law or otherwise.

9. Intellectual Property

9.1. Papzies LLC Intellectual Property. Papzies LLC reserves all rights not expressly granted in this Agreement. The Papzies App, our Platform, and all data gathered through our Platform, including all intellectual property rights therein (the “Platform IP”), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of Papzies LLC’s or our licensors’ company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“Papzies Names, Marks, or Works”) or the Platform IP conveys or grants to you any rights in or related to the Platform IP, or related intellectual property rights, including Papzies Names, Marks, or Works, except for the limited license granted above. You shall not, and shall not allow any other party to: 

(a) license, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Platform IP or Papzies Branded Materials; 

(b) reverse engineer or attempt to extract the source code of our software, except as allowed under law; 

(c) use, display, or manipulate any of Papzies Names, Marks, or Works for any purpose other than to provide Papzies; 

(d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include Papzies Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work; 

(e) use Papzies Names, Marks, or Works as your social media profile picture or wallpaper; 

(f) purchase keywords (including, but not limited to Google AdWords) that contain any Papzies Names, Marks, or Works; 

(g) apply to register, reference, use, copy, and/or claim ownership in Papzies Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted
above; 

(h) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Platform or data; or 

(i) aggregate Papzies LLC’s data with competitors’.

9.2. Your Intellectual Property. As part of this Agreement and in exchange for paying for photography services, you will be irrevocably assigned from the Photographers all intellectual property rights they may have over any photography or video they create for you.

10. Third-Party Services

From time to time we may permit third parties to offer their services to users of our Platform. Third-party services may be subject to additional terms (including pricing) that apply between you and the party(ies) providing such services. If you choose to access the third-party services, you understand that the providers of the third-party services are solely responsible for liabilities arising in connection with the access and use of such third-party services. While we may allow users to access such services through our Platform and we may collect information about our users’ use of such services, we may not investigate, monitor or check such third-party services for accuracy or completeness.

11. Miscellaneous

11.1. Modification. You will only be bound by modifications or supplements to this Agreement on your acceptance, but if you do not agree to them, you may not be allowed to access our Platform. Such modifications or supplements may be provided to you only via electronic means. 

11.2. Severability. Invalidity of any provision of this Agreement does not affect the rest of this Agreement. The parties shall replace the invalid or non-binding provision with provision(s) that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. 

11.3. Assignment. We may freely assign or transfer this Agreement or any of our rights or obligations in them, in whole or in part, without your prior consent. You agree not to assign this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without such consent is void. 

11.4. Conflicts. Except with respect to the Arbitration Provision, if there is a conflict between this Agreement and any supplemental terms between you and us, those supplemental terms will prevail with respect to the specific conflict if explicitly provided therein, and is in addition to, and a part of, this Agreement.

11.5. Interpretation. In this Agreement, “including” and “include” mean “including, but not limited to.”

11.6. Notice. Except as explicitly  stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to Papzies LLC, 10 Sadie Lane, Methuen, MA 01844, Attn: Legal Department. All notices to you may be provided electronically including through our  Platform or by other means. 

11.7. Governing Law. Except as specifically provided in this Agreement, this Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Each party waives a jury trial in any matter arising out of or relating to this Agreement. 

11.8. Entire Agreement. Except as specifically set forth in Section 11.4 or the Arbitration Provision, this Agreement, constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated herein and therein, and supersedes all prior or contemporaneous agreements or undertakings on this subject matter.

11.9. No Incorporation. Notwithstanding anything herein to the contrary, no agreement, term or other provision relating to your indemnification obligations to us will be considered incorporated by reference, or otherwise a part of, this Agreement. 

11.10. Force Majeure. Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, epidemic or pandemic, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. Unless otherwise agreed to by the parties, each party will be responsible for the costs and expenses incurred by it in connection with this Agreement.

12. Indemnification

You agree to indemnify and hold harmless Papzies LLC and its licensees, licensors, and third party service providers (and our respective employees, managers, members, agents, affiliates and representatives) from and against any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising from your use of and access to the Platform, including any data or content transmitted or received by you, any other party’s access or use of the Platform with your username and password, or your breach of this Agreement, and any applicable law, rule or regulation.

13. Arbitration Provision

13.1. Arbitration Procedures. Any dispute, claim, or controversy arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (other than for claims or disputes related to the intellectual property of a party), shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”) under the American Arbitration Association’s commercial arbitration rules. The timeline for disputes, unless otherwise required by  applicable law, must be commenced within one year after the cause of action accrues. 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. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND PAPZIES LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. 

The parties shall share equally the fees and expenses of the AAA arbitrator. The arbitration shall be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by the AAA under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its
own incurred expenses arising out of any dispute resolution procedure. The parties will jointly bear the expense of any arbitrator. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Agreement. If the parties fail to agree upon a location, then such arbitration proceedings shall take place in the AAA Boston, Massachusetts offices.

13.2. Enforcement Of This Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. This Arbitration Provision will survive the termination of your relationship with us, and it will continue to apply if your relationship with us is ended but later renewed.

By clicking “Yes, I agree,” I expressly acknowledge that I have read, understood, and considered the consequences of this Agreement, that I agree to be bound by the terms of this Agreement, and that I am legally competent to enter into this Agreement with Papzies LLC.

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