Shutterturf Private Limited (UEN 201904267D, 6 TANJONG RHU ROAD #08-01 THE LINE @ TANJONG RHU SINGAPORE 436883) (collectively, “Shutterturf,” “we,” “us,” “our”) provides an online booking, payment and matching marketplace that connects photographers and users requiring on-demand photography services (collectively, the “Services”) to you through its website located at www.shutterturf.com (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), buyer to the following Terms of Service (as amended from time to time, the “Terms of Service”).
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SHUTTERTURF ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
THE SITE INCLUDES AN ONLINE MARKETPLACE THROUGH WHICH PHOTOGRAPHERS (DEFINED BELOW) MAY OFFER PHOTOGRAPHY SERVICES (DEFINED BELOW) AND BUYERS (DEFINED BELOW) MAY BOOK SUCH PHOTOGRAPHY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT: (1) SHUTTERTURF IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PHOTOGRAPHERS AND BUYERS, (2) SHUTTERTURF ONLY PROVIDES MATCHING AND PAYMENT PROCESSING SERVICES, (3) BUYERS CONTRACT FOR PHOTOGRAPHY SERVICES DIRECTLY WITH PHOTOGRAPHERS (4) SHUTTERTURF IS NOT A BROKER, AGENT (EXCEPT AS EXPRESSLY SET FORTH BELOW) OR INSURER, AND (5) SHUTTERTURF HAS NO CONTROL OVER THE CONDUCT OF PHOTOGRAPHERS, BUYERS, OR ANY OTHER USERS OF THE SITE OR PHOTOGRAPHY SERVICES, AND SHUTTERTURF DISCLAIMS ALL LIABILITY IN THIS REGARD. DIFFERENT SECTIONS OF THE SITE AND TERMS OF SERVICE AFFECT PHOTOGRAPHERS AND BUYERS DIFFERENTLY, SO PLEASE BE SURE TO READ THESE TERMS CAREFULLY.
“User” “you” or “your” means a person, organization or entity using the Services, including Buyers and Photographers.
“Buyer” means a person who completes Shutterturf’s account registration process to book a Photographer.
“Photographer” means a photographer who can provide the photography services sought and who is accepted by Shutterturf on the Site.
“Photography Services” means photography-related services provided by Photographers.
Your Registration Obligations
In order to access certain features of Company Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website or through the Application (“Account”).
In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18+) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Company Properties under the laws of Singapore, your place of residence or any other applicable jurisdiction. As a User, you are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Company Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Company immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. Shutterturf will not be liable for any loss or damage arising from your failure to comply with this Section. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use Company Properties if you have been previously removed by Company, or if you have been previously banned from any of Company Properties.
In addition, if you are registering to become a Photographer, you agree to provide a clear headshot of your likeness for your profile; for so long as you make yourself available to provide Photography Services hereunder.
Modifications to Service
Shutterturf reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Shutterturf will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage
You acknowledge that the Company may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Company’s servers on your behalf. You agree that the Company has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that the Company reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that the Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
No Off-Platform Activity
As Photographer, you may not induce Buyers to receive services similar to the Photographer Services off the Site. You acknowledge and agree that a substantial portion of the compensation Shutterturf receives for making the Site available to you is collected through the Shutterturf Fee described in Payment Terms. Shutterturf only receives this Fee when a Buyer and a Photographer pay and receive payment through the Site. Therefore, for 12 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party.
If you breach this obligation with respect to each buyer-photographer relationship during the Non-Circumvention Period, you agree that Shutterturf may suspend or terminate one or both the buyer and photographer account (or any part thereof) or use of the Service and remove and discard any content within the Service.
Except if you pay the Off-Platform Activity Penalty, you agree not to circumvent the Payment Terms offered by the Site.
Before a Photographer may perform Services through Shutterturf, the Photographer is required to consent to a background check to screen for criminal history that may present a safety risk to Shutterturf or Buyers. Photographer accounts will not be eligible for activation if the background check reveals any criminal or other history that may present a safety risk to Service Providers, including, without limitation, violent crimes, felonies, drug-related offenses, sexual offenses, theft or property damage offenses. Shutterturf reserves the right to disqualify or refuse service to any Photographer for any reason, unless prohibited by law.
By agreeing to these Terms of Service as a Photographer, I hereby consent to the preparation of background reports regarding me by a third party (e.g. Checkr, Avvanz) and the release of such reports to Shutterturf and its designated representatives, to assist Shutterturf in determining my eligibility to use the Services and at any time to assist Shutterturf to evaluate my continued compliance with these Terms of Service. To this end, I hereby authorize, without reservation, any state or federal law enforcement agency or court, educational institution, motor vehicle record agency, credit bureau or other information service bureau or data repository, or employer to furnish any and all information regarding me to Shutterturf and/or its agents, and authorize Shutterturf’s agents to provide such information to Shutterturf.
The report may include, but is not limited to, criminal and other public records and history; public court records; motor vehicle and driving records; professional disciplinary actions; drug/alcohol test results; and address history, buyer to any limitations imposed by applicable federal and state law. This information may be obtained from public record and private sources, including credit bureaus, government agencies and judicial records, and other sources.
Photographer agrees that certain confidential information (including, without limitation, photography guides, information packages, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information) that Photographer learns or obtains in connection with the Services, constitute “Proprietary Information.” Photographer will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. Photographer will prevent unauthorized access to or disclosure of the Proprietary Information using at least the same degree of care as Photographer uses to protect its own most sensitive proprietary information (which will not be less than a reasonable degree of care). However, Photographer shall not be obligated under this paragraph with respect to information Photographer can document is or becomes readily publicly available without restriction through no fault of Developer. Upon termination and as otherwise requested by Shutterturf, Photographer will promptly return to Shutterturf all items and copies containing or embodying Proprietary Information.
Other Photographer Obligations
As a Photographer, you must provide Shutterturf with any information requested in order for Shutterturf to showcase your profile to a Buyer, such as information on your background, experience and skills, sample photos taken by you, contact details and your headshot. Shutterturf may also request that you submit a portfolio of previous works. Shutterturf has sole discretion as to which photographers are accepted into the marketplace and we reserve the right to reject any potential Photographer and remove any Photographer from the marketplace for any reason. Shutterturf may, but is not required to, conduct background checks on Photographers.
EACH PHOTOGRAPHER IS SOLELY RESPONSIBLE FOR OBTAINING ALL PERMITS, LICENSES AND OTHER PERMISSIONS REQUIRED TO OFFER OR PROVIDE ANY PHOTOGRAPHY SERVICES OR OTHER PHOTOGRAPHER-PROVIDED SERVICES AND SHUTTERTURF ASSUMES NO RESPONSIBILITY FOR A PHOTOGRAPHER'S FAILURE TO OBTAIN SUCH PERMITS, LICENSES OR PERMISSIONS OR OTHERWISE COMPLY WITH ANY APPLICABLE LAWS, RULES OR REGULATIONS.
Nothing in this Agreement will in any way be construed to constitute Photographer as an agent, employee or representative of the Shutterturf, but Photographer will perform the Services hereunder as an independent contractor. Photographer acknowledges and agrees that Photographer is obligated to report as income all compensation received by Photographer pursuant to this Agreement, and Photographer agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon and that he will not be eligible for any employee benefits (nor does he desire any of them) and expressly waives any entitlement to such benefits. Photographer acknowledges and agrees that he will use his own discretion in performing the tasks assigned, within the scope of work specified by the Company.
You understand and agree that Shutterturf is neither an insurer nor a contracting agent or employer for you as a Photographer. If a Buyer purchases any of your Photography Services, any agreement you enter into with such Buyer is between you and the Buyer and Shutterturf is not a party thereto. Notwithstanding the foregoing, Shutterturf serves as your limited authorized agent for the purpose of accepting payments from Buyers on your behalf and Shutterturf is responsible for transmitting your portion such payments to you. You acknowledge and agree that, as a Photographer, you are responsible for your own acts and omissions. Each Photographer understands the fact that Shutterturf does not offer any medical coverage for bodily harm or injury that may result from providing the Photography Services. Shutterturf will not reimburse for any medical bills, transportation or loss of wages as a result of the injury or for any accommodations.
Shutterturf will have the sole discretion to issue a monetary penalty to Photographer if Photographer cancels a shoot with a Buyer without reasonable notice, does not show up for a scheduled shoot with a Buyer, or otherwise fails to perform obligations through no fault of Shutterturf or Buyer.
Each Buyer agrees to pay all applicable fees for Photography Services and fees for any digital downloads or prints purchased either through a package or after the completion of the Photography Services (“Purchased Prints”) as set forth on the Site (collectively, “Photographer Fees”). All Photographer Fees are payable in the currency specified on the Site at the time of Booking. If a Buyer requests amended Photography Services, including but not limited to changes to the time, location or type of Photography Services provided (“Variation”), a change fee may be charged. All change fees are payable before any Variations will be accepted and performed. You shall be responsible for all taxes associated with the Services.
If you make a payment by credit card or other payment instrument, you represent and warrant to Company that such information is true and that you are authorized to use such payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Company the amount that is specified on the Site for Photographer Fees and in accordance with the terms of such fees and purchases and this Terms of Service.
Shutterturf will facilitate bi-monthly payment to a Photographer’s nominated bank account the total Photographer Fees accrued for the Photography Services provided to a Buyer by such Photographer during the preceding payment period, less the fee payable to Shutterturf for referring the Buyer(s) to such Photographer as set forth in FAQ section in the Photographer's account (“Shutterturf Fee”). Shutterturf has sole discretion to act on behalf of the Buyer, and to not pay Photographer Fees, if the Buyer reports that the Photography Services were not provided or adequately completed. This may include but is not limited to circumstances where a Photographer did not arrive for a Booking or photos were of insufficient quality for use. Shutterturf will independently review such cases, seeking input from the Buyer and/or the Photographer in its sole discretion, and may decide at its sole discretion to issue a refund to the Buyer.
Limited Payment Collections Agent
Each Photographer appoints Shutterturf as the Photographer’s limited payment collection agent solely for the purpose of accepting the Photographer Fees from the Buyer. Each User agrees that payment of Photographer Fees in respect of a Photographer by a Buyer to Shutterturf, as that Photographer’s limited payment collection agent, shall be considered the same as a payment made directly by that Buyer to the relevant Photographer and the Photographer will provide the relevant Photographer Services to the Buyer, as outlined on the Site, as if the Photographer had received payment directly. Shutterturf, as limited payment collection agent for the Photographer, agrees to facilitate the payment of any Photographer Fees for Photography Services provided, on a bimonthly basis unless otherwise agreed between Shutterturf and the Photographer. In the event that Shutterturf does not remit such amounts, the Photographer will have recourse only against Shutterturf.
Conditions of Use
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Shutterturf. Shutterturf reserves the right to investigate and take appropriate legal action against anyone who, in Shutterturf’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
a) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Shutterturf, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Shutterturf or its users to any harm or liability of any type;
b) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
c) violate any applicable local, state, national or international law, or any regulations having the force of law;
d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
e) solicit personal information from anyone under the age of 18;
f) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
i) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Special Notice for International Use; Export Controls
Software (defined below) available in connection with the Service and the transmission of applicable data. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
Intellectual Property Rights
Service Content, Software and Trademarks
You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Shutterturf, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Shutterturf from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Shutterturf, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Shutterturf.
The Shutterturf name and logos are trademarks and service marks of Shutterturf (collectively the “Shutterturf Trademarks”). Other Shutterturf product and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Shutterturf. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Shutterturf Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Shutterturf Trademarks will inure to our exclusive benefit.
Photographers assign Photograph IP (defined below) in the Photograph Content (defined below) created for a particular Booking and Buyer, to Shutterturf. Once the Booking transaction is complete, Shutterturf transfers the Photograph IP in Purchased Prints to the Buyer to facilitate a seamless transaction between a Photographer and a Buyer. Photographer acknowledges and agrees that the photographs, digital negatives, camera RAW files, other original data files pertaining to the photos and images produced as a result of the Photography Services for a Buyer as a result of a Booking (“Photograph Content”) contain content or features that are protected by copyright, trademark, trade secret or other proprietary rights and laws (“Photograph IP”). Photographer hereby assigns (and agrees to assign) all Photograph Content and the Photograph IP and all related intellectual property and proprietary rights to Shutterturf. Photographer shall further assist Shutterturf, at Shutterturf’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. Upon full receipt of all applicable Photographer Fees, Shutterturf agrees to assign, transfer and convey to the Buyer the Photograph Content and associated Photograph IP contained in Purchased Prints. For clarity, Photograph Content and associated Photograph IP that is not purchased by Buyer remains the property of Shutterturf.
Buyers hereby grant Shutterturf a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to use, copy, display and distribute the Photograph Content and associated Photograph IP for marketing and advertising purposes. Shutterturf will inform Buyers if it intends to use photos in this way, to provide an opportunity for any reasonable objections to be taken into account. Photographers may request that Shutterturf provide a limited intellectual property license for the purpose of using photos in the Photographer’s portfolio of work or for other purposes by seeking prior written consent from both Shutterturf and the relevant Buyer.
Third Party Material
Under no circumstances will Shutterturf be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Shutterturf does not pre-screen content, but that Shutterturf and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Shutterturf and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Shutterturf, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through the Service
With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Shutterturf and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
Buyers may rate a Photographer and their Photography Services (“Photographer Rating”), and Photographers may rate a Buyer (“Buyer Rating”),in each case using the multidimensional rating system provided on the Site (collectively, “Rating”). Buyers may also provide written feedback to Shutterturf regarding Photographers and their Photography Services purchased by such Buyer (“Review”). You may only leave a Rating or submit a Review once the Photography Services have been provided for the relevant Booking. Shutterturf can remove a Rating at any time, in its sole discretion. A Buyer must provide true, fair and accurate information in their Review.
You acknowledge and agree that any Rating, Review, questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Shutterturf are non-confidential and Shutterturf will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Shutterturf’s rights to such Submissions includes, but is not limited to, creating an aggregate rating from the Ratings it receives and showing Users such aggregated ratings.
You acknowledge and agree that Shutterturf may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Shutterturf, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Shutterturf has no control over such sites and resources and Shutterturf is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Shutterturf will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Shutterturf is not liable for any loss or claim that you may have against any such third party.
Social Networking Services
In addition, Shutterturf is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Shutterturf is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Shutterturf enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
Indemnity and Release
You agree to release, indemnify and hold Shutterturf, and if you are a Photographer, hold Buyers, and their affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another.
Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHUTTERTURF EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SHUTTERTURF MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHUTTERTURF WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHUTTERTURF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL SHUTTERTURF’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SHUTTERTURF IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
You agree that Shutterturf, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Shutterturf believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Shutterturf may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Shutterturf may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Shutterturf will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Shutterturf will have no liability or responsibility with respect thereto. Shutterturf reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
- Except as provided for in Clause 11.5, any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules for Arbitration of the Singapore International Arbitration Centre (SIAC). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the Chairman of the SIAC. There will be one (1) arbitrator and the language of the arbitration shall be English. The place of arbitration shall be Singapore. Any award by the arbitration tribunal shall be final and binding upon the parties.
- Injunctive relief: We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.
- Correction of Errors: Any typographical, clerical, or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on our part.
- Binding and Conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
- Sub-contracting and Delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.
Please contact us at firstname.lastname@example.org to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.