THIS SITE AND RELATED SERVICES ARE PROVIDED SUBJECT TO YOUR AGREEMENT TO, AND COMPLIANCE WITH, THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. YOUR USE OF THIS SITE WILL INDICATE YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW AND YOUR CONTINUED USE WILL INDICATE YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS IN EXISTENCE AT THE TIME OF YOUR USE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS, PROMPTLY EXIT THIS SITE.
Zenfolio Inc. and Zenfolio.com will from here on be referred to as "Zenfolio". All pages within this website and any material made available for download will from here on be referred to as the "Website."
The term "Visitor" will from here on refer to anyone accessing the Website.
"You" and "Your" will from here on refer to any Visitor of the Zenfolio website.
The term "Photographer" refers to those Visitors who pay a fee to subscribe to this Website in order to upload and/or sell photographs or products via Zenfolio.
The term "Purchaser" refers to any Visitor of Zenfolio purchasing photographs or products via Zenfolio.
The term "Billing Period" will from here on refer to time period identified in each Photographer's subscription plan as billing period.
Zenfolio is an online subscription service where Visitors may browse, exhibit, organize, print, sell, exchange, share or purchase photographs. It is a flexible commerce-enabled showcase of searchable digital images and digital products taken and/or created by Photographers and presented for viewing and acquisition by Visitors. By using this Website, Visitors agree to abide by all the General Terms and Conditions as set forth in Section III, below. In addition, Photographers agree to abide by the Photographer Terms and Conditions set forth in Section IV, below.
Zenfolio reserves the right to modify or add additional conditions to the General Terms and Conditions at any time. Please check for updates to the User Agreement. Our User Agreement will indicate the date on which we published it and it came into force. For 30 days after introducing a revised version of the User Agreement we will indicate on our home page and on the account dashboard at login that a revised User Agreement has taken effect and applies to Your use of the Website. Your continued use of the Website shall constitute your acceptance of the User Agreement in effect at the time of your continued use.
Photographers retain their full rights to Content they upload to this Website, including photographs, videos and digital products, biographies, and business information created by Photographers and Zenfolio shall not acquire any rights of the Photographers by virtue of the uploads.
Except for Photographer Content described above, Visitors grant to Zenfolio a royalty-free, perpetual license to use all rights, including copyright, in content that they upload to the Website, such as comments about this Website or about content uploaded by Photographers, or comments submitted as guest entries. Zenfolio reserves the right to amend, redact and/or delete comments for any reason.
All other content on this Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, digital downloads, data compilations, and software, as well as any compilation consisting of the selection, organization, or arrangement of content on this Website, is the property of Zenfolio or its licensors or suppliers.
All pages within this Website and any material made available for download are the property of Zenfolio and/or Photographers. The Website is protected by federal and international copyright and trademark laws. No portion of the materials on this Website owned by Zenfolio may be reprinted, republished, modified, or distributed in any form without the express written permission of Zenfolio. You agree that you shall respect our intellectual property rights and the intellectual property rights of others. You also agree that you shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials and shall comply with any applicable end user license agreements.
Any rights not expressly granted by these terms and conditions or any applicable end user license agreements are reserved by Zenfolio.
Zenfolio makes no representations or warranties as to the accuracy, correctness or reliability of the content posted on this Website or sold by Photographers. Zenfolio can not ensure that all persons depicted in the photographs and trademark owners have consented to the display of their image or trademark on this Website. If your photograph or trademark appears on this Website without Your consent and You wish to have it removed, please contact Zenfolio and provide the URL to the photograph in question. Please state the reason why You would like it removed and Zenfolio will make a reasonable effort to resolve the issue with the Photographer.
Please send this information to Zenfolio by using the Contact Us form.
Zenfolio is not in a position to determine copyright status of any content uploaded to its site, which may depend upon many facts that are unknown to Zenfolio. If You believe that Your copyright rights have been violated by any material or activity on our Website, please send us a notification of claimed infringement that conforms to 17 U.S.C. � 512(c)(3). We expect the following information:
Send the notification to our designated agent to receive notices of claimed infringement as follows: Alex Peyzner, Att'n DMCA Notices, Zenfolio Inc., 3515-A Edison Way, Menlo Park, California 94025; telephone +1 650 412 1888; facsimile +1 650 412 1888; email@example.com. You may also Contact Us online.
Zenfolio has a policy of terminating the account of any person who has been determined to be a repeat copyright infringer.
Zenfolio, Zenfolio.com, and Follow the Light are logos, trademarks, and service marks of Zenfolio. All other trademarks, service marks and logos used in this Site are the trademarks, service marks or logos of their respective owners.
Purchasers acknowledge that physical products purchased through this Website are purchased for personal use only and are custom made to Purchaser's order and have no market beyond Purchaser's purchase thereof. Purchasers may not reproduce, scan, display, transmit, distribute, modify, alter or otherwise exploit the physical products, or any portion thereof, for commercial use, in any manner, without the prior written consent of Photographer.
Purchasers acknowledge that products (including digital products) purchased through this Website are purchased subject to the terms set forth by the Photographer in a separate digital product license, and the acquisition of a copy of a work (digital or not) does not itself convey any rights under copyright or other laws to exploit the work. Purchasers acknowledge that Zenfolio provides NO warranties for ANY digital product license. All digital product licenses are entered into by Photographers and Purchasers at their own risk.
THE WEBSITE, INCLUDING ANY MATERIAL OR ACTIVITIES CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED "AS IS," WITH ALL FAULTS, AND "AS AVAILABLE," WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. ZENFOLIO DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE WEBSITE. ZENFOLIO DOES NOT WARRANT THAT THE PRODUCT DESCRIPTIONS OR OTHER CONTENT ON ITS WEBSITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THIS WEBSITE, ITS SERVERS, OR EMAIL SENT FROM ZENFOLIO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR, AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO YOUR USE OF THIS WEBSITE, SITE-RELATED SERVICES, AND HYPERLINKED WEBSITES.
YOU AGREE THAT ZENFOLIO, ITS AFFILIATES AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, AND/OR ANY HYPERLINKED WEBSITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, SITE-RELATED SERVICES, AND/OR HYPERLINKED WEBSITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. THIS LIMITATION OF REMEDIES IS PART OF THE BARGAIN BETWEEN THE PARTIES.
YOU AGREE THAT ZENFOLIO SHALL NOT BE HELD LIABLE FOR THE ACCIDENTAL LOSS OF PHOTOS, CORRUPTION OF DATA SUBMITTED, OR THE COPYING OF PHOTOS BY ITS USERS OR UNAUTHORIZED USERS. IN ANY EVENT THE LIABILITY OF ZENFOLIO, ITS SUBSIDIARIES, OFFICERS, EMPLOYEES, VENDORS AND SUPPLIERS IS LIMITED TO THE LIFETIME AMOUNT PAID BY YOU FOR SUBSCRIPTION FEES ONLY EXCLUDING ANY PRODUCTS ORDERED THROUGH THIS WEBSITE OR ANY OTHER FEES. THE LIFETIME AMOUNT OF YOUR SUBSCRIPTION FEES PAID WILL BE DETERMINED AT THE SOLE DISCRETION OF ZENFOLIO.
Although Zenfolio attempts to ensure the integrity and accurateness of the Website, it makes no guarantees whatsoever as to the correctness or accuracy of the Website. It is possible that the Website could include inaccuracies or errors, and that unauthorized additions, deletions and alterations could be made to the Website by third parties. In the event that an inaccuracy arises, please inform Zenfolio so that we can take appropriate action. Information contained on the Website may be changed or updated without notice.
All items purchased through Zenfolio and shipped to Purchaser by Photographer or by Zenfolio are subject to a shipment contract under which the risk of loss and title for such items pass to Purchaser upon Zenfolio's or Photographer's delivery to a shipping carrier.
You specifically agree to indemnify and hold harmless Zenfolio, its subsidiaries, affiliates, successors, assigns, directors, officers, agents, employees, service providers, and suppliers from any claims, demands, causes of action, judgments, liabilities, losses, and expenses arising from (1) Your breach of these terms and conditions or violation of any representations or warranties contained in this agreement; (2) any materials that You submit or post on this Website; or (3) Your misuse of information provided to You by other Visitors. The indemnity provisions contained in this section include but are not limited to reasonable attorney's fees and court costs.
Zenfolio reserves the right to refuse material and activities or to remove any material and activities from the Website in its sole discretion. All material of any kind that we deem pornographic in our judgment is prohibited from this Web site. Zenfolio may, in its discretion, but is not obliged to, allow images that contain nudity if they exhibit artistic or other social value and are not pornographic.
Furthermore, You agree that You shall not (1) transmit or post to Zenfolio or the Website any material or conduct any activity with respect to the Website that in any manner violates any law, regulation, or treaty, or infringes on the rights of any third party; (2) transmit or post any material or activity that is defamatory, fraudulent, or obscene, or that may harass or abuse others; (3) transmit or post any materials or comments that can be harmful to the security or integrity of the Website or any of its users, including but not limited to materials such as viruses, software programs, or worms; (4) access any account that does not belong to You without the authorization of the owner of the account; (5) misuse, transfer, sell, or otherwise disclose private information provided to You by other subscribers or visitors; (6) interfere with other Visitors' use and enjoyment of the Services or the Website; (7) modify, adapt, or hack Zenfolio or the Website or modify any other website so as to falsely imply or make it appear that the website is associated with Zenfolio; (8) spam other Zenfolio users or burden them with unwanted communications; or (9) post any materially false or misleading information to the Website or otherwise communicate it to Zenfolio users, including but not limited to any false or misleading advertising or coupons.
You agree that Zenfolio does not bear the responsibility for policing or determining the legal propriety of any material contributed by others or activity conducted by others on the Website.
Zenfolio reserves the right to prohibit access of any Visitor in its discretion.
You agree not to portray Zenfolio or any of the products or Services provided in a false or misleading manner. You further agree not to link to this Website for any purpose or in any way that is defamatory, fraudulent, indecent, or damages the name or reputation of Zenfolio.
Zenfolio makes no representations whatsoever about any other site that You may access through this Website. When You access a non-Zenfolio Website, you understand and agree that it is independent from Zenfolio, and that Zenfolio has no control over the content on that site. In addition, you understand that a hyperlink to a non-Zenfolio site does not mean that Zenfolio sponsors, is affiliated with, or endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to You to take precautions to ensure that whatever You select for Your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. You agree to accept all responsibility and any liability stemming from Your following or providing a link to another site, including where Your following or providing a link to the other site may lead to infringement of a copyright owned by another.
Zenfolio is located in the United States of America and conducts its transitions in the United States of America. Visitors who reside or do business outside the United States of America specifically agree that their transactions with Zenfolio take place in the United States of America. They also specifically agree that they shall, to the extent necessary, comply with all the local laws, rules, and regulations applicable to them regarding the use of this Website, including but not limited to, the transmission of data over the Internet, and applicable tax laws.
You enter into this agreement in the State of California and agree that it shall be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law rules. You agree to submit to the exclusive jurisdiction of the state and federal courts sitting in the County of Santa Clara in the State of California, and the courts having appellate jurisdiction over those courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. You agree that, in any action to enforce these terms and Conditions, the prevailing party will be entitled to costs and attorney fees. In the event that any of the terms and Conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary so that these terms and Conditions shall otherwise remain in full force and effect.
You understand and agree that Zenfolio may assign the rights and Conditions under this agreement. You understand and agree that Your personal information may be transferred to the succeeding entity You may not subcontract, assign, or otherwise delegate Your obligations under the Conditions set forth in this agreement without Zenfolio's prior written consent.
These terms and conditions constitute the entire agreement between Zenfolio and Visitors who are not Photographers pertaining to the subject matter of this Agreement. In addition to being subject to these terms and conditions, Photographers also are subject to the Photographer Terms and Conditions in Part IV of this document. In its sole discretion, Zenfolio may modify these terms and conditions by posting the revised version on this Website as stated above. If any of the conditions in this agreement are found invalid, void, or unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions. Apart from modifications by Zenfolio through revised terms and conditions posted on its Website, this agreement with respect to any single person or entity may be further amended only by a writing explicitly supplementing or superseding this agreement containing signatures by both that person or entity and Zenfolio. For the purposes of this paragraph, a "writing" does not include an email message, and a "signature" does not include an electronic signature.
Zenfolio may offer different levels of services depending on the Photographer's subscription plan. It is each Photographer's responsibility to be informed of these terms and conditions, as well as the various levels of services provided by Zenfolio. For detailed description and comparison of different levels of services available please refer to the Zenfolio Pricing webpage.
Subject to the conditions set forth in this agreement, Zenfolio may provide Photographers with the services (hereafter referred to as "Photographer Services") described on the Zenfolio Pricing webpage.
Zenfolio will make reasonable efforts to maintain images, information, media, or data provided by Photographer in the course of operation of the Website, but each Photographer agrees that (1) Zenfolio does not provide a "locker" or archive service or otherwise warrant or guarantee that it will succeed in maintaining the images, information or media for the Photographer; (2) the Photographer shall be responsible to maintain back up copies of his or her works at all times; and (3) Zenfolio shall not liable for any loss of images, information, media, or data.
Depending on the Photographer's preferences, Purchaser may have the option of placing orders to be fulfilled by the Photographer independently, using Photographer selected print labs and shipping methods. Alternatively, when made available, Purchasers may place orders to be fulfilled by Zenfolio and its affiliates and suppliers.
Photographers agree that they shall be solely responsible for processing orders placed for fulfillment by Photographers. It is the Photographer's responsibility to fulfill Purchaser's orders placed for fulfillment by Photographer within a reasonable time of the placement of the order.
Photographers agree that they shall be responsible for reviewing, approving, and taking all other necessary steps to process the orders placed for fulfillment by Zenfolio within a reasonable time of the placement of the order.
Once a Photographer has approved the order and taken all other steps necessary to process the order, Zenfolio shall be responsible for processing and shipping the orders placed for fulfillment by Zenfolio directly to Purchasers, in accordance with the terms of the order.
Zenfolio shall notify the Photographer electronically of all orders placed within 24 hours. Zenfolio shall notify the Photographer of any refunds or fee disputes by any Purchaser. Purchasers pay Zenfolio in advance for orders placed for fulfillment by Zenfolio. Purchasers pay Photographers directly for orders placed for fulfillment by Photographers. Photographers agree that they shall be solely responsible for all aspects of the orders placed for fulfillment by Photographer.
By selling videos through the Website you are agreeing to the licensing terms of the AVC/H.264 License Agreement (http://www.mpegla.com/main/programs/AVC/Pages/Agreement.aspx). If you upload and/or sell videos in excess of 12 minutes in length, you may owe royalty payments to MPEG-LA. You will indemnify Zenfolio against royalties or any other liabilities the AVC/H.264 License Agreement related to your uploads and/or sales of videos.
Each Photographer is responsible for any and all activity that occurs under the Photographer's user name or account. Each Photographer is responsible for obtaining permission and proper release documentation from any person whose image is posted by the Photographer on Zenfolio. While Zenfolio has the right to refuse or remove any material or activities on its Website in its full discretion, Zenfolio specifically reserves the right to censor and delete any images where Zenfolio, in its sole judgment, lacks confidence in the documentation of a proper release.
By using Zenfolio service Photographers agree to not publicly share, post or redistribute MpixPro product, shipping or service prices and details.
A first-time account holder who is dissatisfied with the service may obtain a refund of charges actually paid by him or her to Zenfolio in connection with that account if, within 30 days of opening the account, he or she requests cancellation of the account and a refund. Any such request must be communicated to Zenfolio by sending email through the Contact Us form. This provision takes precedence over the second paragraph of section E, regarding termination, below.
Zenfolio will provide, as part of its fulfillment services included in Photographer Services, an account where payments to Photographers from Purchasers will be held. Zenfolio will pay out account balances upon request. Zenfolio will pay account balances to Photographers via PayPal, electronic bank transfer, or bank check, if available, within (5) business days from the request. Notwithstanding the previous sentence, Zenfolio shall have the right to withhold payouts pending investigation of suspicious account activity and to refuse or defer payment for its own protection or for an offset of Photographer's obligations to Zenfolio where Zenfolio considers account activity to be in bad faith or to violate the User Agreement.
Zenfolio reserves the right to pay out all or some account balances at the end of every calendar year, at the sole discretion of Zenfolio.
Zenfolio will charge Photographer accounts periodically to collect amounts owed for Zenfolio Services. In the event that Photographer's account has a negative balance, Zenfolio shall have the right to discontinue placement of orders from the Photographer's account until the negative balance is cured. Each Photographer agrees that Zenfolio may terminate any account at Zenfolio's discretion. Nothing in the Photographer Terms and Conditions shall limit Zenfolio's right to pursue all remedies allowed by law to collect on delinquent accounts.
You must be over 13 years of age in order to open an account with Zenfolio.
Unless otherwise instructed, Zenfolio will renew each Photographer's subscription automatically at the end of each billing period. Photographers must notify Zenfolio of their wishes to discontinue service no less than 10 days prior to the end of a billing period; otherwise Zenfolio reserves the right to renew Photographers' subscriptions and charge Photographers accordingly.
Each Photographer agrees that Zenfolio may terminate each Photographer's subscription and/or access to and use of the Photographer Services, with or without cause at any time at the sole discretion of Zenfolio, for any reason. Violation of the Conditions listed in this agreement may prompt Zenfolio to take any necessary action that Zenfolio deems appropriate to enforce its right including but not limited to the institution of legal proceedings.
Each Photographer agrees to give Zenfolio 30 days notice to terminate a Photographer's account at the Photographer's request. Zenfolio will not refund the remainder of the fee for the current Billing Period in the event of termination by a Photographer.
By delivering or transmitting images or any other media to Zenfolio, Photographers grant Zenfolio a nonexclusive right to use, reproduce, alter the resolution of, transmit, publicly display, distribute, and make available the images or other media as Zenfolio deems appropriate for the sole purpose of providing the Photographer Services. All other rights in transmitted images or media, including copyright, remain with the Photographer.
Each Photographer understands and agrees that Zenfolio may (but is not required to) make backup copies of any images, information, or media transmitted by Photographer to Zenfolio and may keep archives of them for the purpose of maintaining business records of Zenfolio and preserving evidence of its Website activity.
Each Photographer represents and warrants that the Photographer owns or otherwise controls all of the rights to any images, information, or media that the Photographer transmits to Zenfolio; that use of the such images, information, or media supplied by the Photographer and the rights that the Photographer conveys to Zenfolio does not violate this agreement and will not cause injury to any person or entity; and that the Photographer will indemnify Zenfolio for all claims demands, causes of action, judgments, liabilities, losses, and expenses arising from the images, information, media, or data supplied by the Photographer.
Each Photographer agrees that Zenfolio has the right in its sole discretion, but not the obligation, to edit or remove any activity or images, information, or media. Each Photographer understands and agrees that Zenfolio takes no responsibility and assumes no liability for any images, information, or media posted by the Photographer or any third party.
Any license between a Photographer and a Purchaser is the sole responsibility of the parties. Photographers may prepare their own licenses, or they may modify sample licenses provided by Zenfolio. Photographers acknowledge that Zenfolio provides NO warranties and bears no responsibility for the correctness or appropriateness of ANY digital product license, whether produced by the Photographer or created from a sample provided by Zenfolio. All digital image licenses are entered into by Photographers and Purchasers at their own risk. It is the sole duty of the Photographer to ensure that the entered license comports with the laws of the jurisdiction desired or designated by the Photographer.
By subscribing to the Photographer Services, each Photographer agrees to download and install a software component on the machine that the Photographer will use for access to the Photographer services. Each Photographer is aware that this software will be used for uploading files. This software is proprietary to Zenfolio and is protected to the full extent of the law. Each Photographer agrees to use this software solely for the purposes provided in this agreement. Zenfolio is not responsible for any damages arising out of or related to the use of this software.
Nothing in this agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between Zenfolio and Photographer. Photographers are not entitled to any of the benefits which Zenfolio may make available to its employees. Photographers are not authorized to make any representation, contract or commitment on behalf of Zenfolio without prior written authorization to do so by an officer of Zenfolio. Photographer shall be solely responsible for, and will file, as required by law, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under the Conditions of this agreement. Photographer shall be solely liable for any failure to pay applicable taxes. Zenfolio will not withhold any part of Photographers' compensation for the payment of any social security, federal, state or any other employee payroll taxes. Zenfolio will report amounts paid to Photographers by filing appropriate forms with the Internal Revenue Service as required by law for independent contractors.