​​PhotoCircle for Business Terms of Use

These PhotoCircle for Business Terms of Use (the “Terms”) are a binding contract between your organization and PhotoCircle, Inc. (“PhotoCircle”, “we”, “us”, and/or “our”), a California corporation. These Terms set forth the terms and conditions that govern your organization’s (“you,” “your,” “Organization” or “the Enterprise” as usd in these Terms) access to and use of the PhotoCircle website at photocircleapp.com (the “Site”), the iOS and/or Android PhotoCircle App (the “App”), the web-based dashboard to manage the accounts and activity of users within your organization (the “Dashboard”) and any other services offered as part of the PhotoCircle platform (collectively with the Site, App, and Dashboard, the “Services”).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. YOU MAY ONLY EXECUTE THESE TERMS AND CREATE A PHOTOCIRCLE FOR BUSINESS ACCOUNT IF YOU HAVE THE AUTHORITY TO EXECUTE THESE TERMS ON BEHALF OF YOUR ORGANIZATION AND THE ABILITY TO ENSURE THAT YOUR ORGANIZATION COMPLIES WITH EACH AND EVERY PROVISION OF THESE TERMS. You must agree to and accept all of the Terms on behalf of your organization in order to have the right to use the Services.

These Terms are updated and effective as of March 2, 2023.

These Terms are in effect and are a binding contractual obligation between your Organization and PhotoCircle while you use the Services, and will extend beyond your use of the Services as indicated herein. Solely in the event that your Organization executes a negotiated agreement with PhotoCircle, the terms of that agreement shall supersede and replace these Terms and shall constitute the sole agreement between the Organization and PhotoCircle. In the absence of such a negotiated agreement, these Terms constitute the sole and exclusive agreement governing your Organization’s access to the Services.

DEFINITIONS

Here are a few key definitions we use throughout these Terms of Service - please keep them in mind:

“Enterprise Account” means your Organization’s PhotoCircle for Business Account.

“Authorized User” means your designated Admin User(s) and any User who is invited into your Enterprise Account by an Admin User via the dashboard or by the PhotoCircle team otherwise at your direction. When you invite an Authorized User to your Enterprise Account:

• The User’s account will be owned by the Enterprise Account

• The User’s existing Contributions will be transferred to and owned by the Enterprise Account, if Contribution were made by the invited email

• If Users you invite have existing Consumer PhotoCircle Accounts, when they accept your invitation to the Enterprise Accounts, all personal accounts will be transferred to the Enterprise Account.

• The User’s future Contributions will be owned by the Enterprise Account, and these Contributions will remain in the Enterprise Account even if that User leaves the Enterprise. The User cannot delete their own Authorized Account.

• The User will be added to any group you select, and can be added to more groups later

• The User will get access to all the Circles in a group they’re added to

• Admin Users can disable the Authorized User’s account at any time, but this will only disable Users’ access to Enterprise Circles

“Admin User” means one or more Users you designate with the ability to access your Enterprise Dashboard, and who can use the Dashboard to manage your Enterprise Account in some measure. You must have at least one Admin User, which is generally the person who signs up for your PhotoCircle Enterprise Account on behalf of the Organization.

“External User” means a User who accesses a Circle owned by an Enterprise Account through an invitation from another User who is not your Admin User, and whose use of the Services is subject to our Consumer Terms of Service but not these PhotoCircle for Business Terms.

“Users” refers collectively to anyone who creates an App account.

“Enterprise Circle” means a Circle created specifically for your Organization under your PhotoCircle for Business license.

“Applicable Law” means all laws, rules, and governmental regulations which apply to You in any jurisdiction.

Other capitalized terms used but not defined herein have the meaning ascribed to such Terms in our Consumer Terms of Service.

Your Enterprise License

You acknowledge and agree that the Services, including all associated intellectual property rights, are the exclusive property of PhotoCircle and its licensors.

Conditioned upon your and your Authorized Users’ compliance with these Terms and your payment of Fees (defined below), PhotoCircle hereby grants you a limited, non-exclusive, non-transferable license, to (i) access, view, and use the Services with a number of seats commensurate with your payment of Fees, (ii) access and view any Contributions to which you are permitted access through your Enterprise Circles, (iii) otherwise use and enjoy the Services in accordance with our Acceptable Use Guidelines.

You have no right to sublicense the license rights granted in this section. You may not and will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit Services, except as expressly permitted in these Terms and as enabled by the Services themselves when used in accordance with these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by PhotoCircle or its licensors, except for the licenses and rights expressly granted in these Terms.

Content on the PhotoCircle App

You are the owner of Contributions your Authorized Users upload to your Enterprise Account Circles using PhotoCircle (“Enterprise Content”). While you own what your Authorized Users upload, you do not have ownership rights in what External Users upload. Any Contributions to your Enterprise Circles made by External Users are the property of the External Users who contributed them.

You also grant PhotoCircle certain limited license rights to Enterprise Content to allow us to operate the Services. When using our Services, your Organization and each of your Authorized Users agree, represent, and warrant, without any further consent, notice and/or compensation to you or to any third parties:

• To grant to PhotoCircle a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, transferable, sublicenseable, fully paid up and royalty-free right to copy, modify, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, (i) your Contributions and (ii) any feedback you choose to provide to us or our agents, including without limitation any written, oral, or visual communications of any kind you choose to provide to us related to the Services (your “Feedback”). You agree that PhotoCircle has the right, but not the obligation, to copy, store, publish, display, and use such Feedback in any manner without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Service. You can send any Feedback you may have to support@photocircleapp.com.

• To have, and to maintain during your use of the Services, any and all rights, permissions, and consents necessary or desirable to (1) view, upload, access, or download the Enterprise Content in the Services, (2) and take other actions enabled by the Services, and (3) grant the licenses granted to PhotoCircle herein.

• To upload Enterprise Content and invite Users to view it when your own rights in that Enterprise Content are sufficient to permit this, to allow the use of that Enterprise Content by all Members of the Circle, and to otherwise permit the type of private sharing our Services support.

• That any Enterprise Content you choose to submit is accurate, not confidential, and not in violation of any contractual restrictions, any Applicable Law, or other third party rights.

• To assume the risk of loss of any Contributions. For example, if you make a Contribution and a Moderator deletes it, we are not responsible or capable of providing you with a backup of your Media file.

• Not to upload any Enterprise Content that contains materials which are confidential, sensitive, or introduce a security risk, such as uploading a photo of an account password to a Circle.

• Not to use the Services to upload, transmit, or promote any Enterprise Content that infringes or violates the intellectual property rights, privacy rights, and/or any other rights of anyone else (including PhotoCircle). For example, and not as a limitation, you cannot upload a competitor’s photograph as an example of what your team should copy.

• That PhotoCircle may use and handle any Enterprise Content within the Services as described in our then-current Privacy Policy with respect to “Contributions”.

• That you acknowledge and agree that deleting personal information and/or Enterprise Content from our systems cannot and does not constrain the downstream use of that information if your Authorized Users or External Users have (1) shared that Enterprise Content with others who have not deleted and/or shared it, or (2) copied, screenshot or downloaded Enterprise Content before you removed it.

• That you will not submit or upload to PhotoCircle images of minor children unless you have the express, written, legally-sufficient consent of their parent or legal guardian.

• That you are solely and exclusively responsible for maintaining the security of your organization’s and your Authorized Users’ account credentials, including without limitation by

  • keeping your password(s) secure and confidential;

  • not permitting or enabling unauthorized access to your account;

  • refraining from charging anyone specifically for access to any portion of the App, or any information therein.

  • remaining responsible for anything that happens through your Enterprise Account unless you have previously terminated your account, or proving that your account security was compromised due to no fault of your own.

• That, if you believe that you are entitled or obligated to act contrary to these Terms under any law to which you are subject, you will provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to these terms, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

Nothing in this section (including without limitation our right to commercialize) will be construed to give PhotoCircle a right to sell or disclose personal information of Users or share Users’ copyrighted Content with third parties outside of the App.

Authorized Users

You are solely responsible for choosing trustworthy Users to invite into your Enterprise Account. You can invite Authorized Users (1) directly through your Dashboard and (2) by reaching us at support@photocircleapp.com for help adding Authorized Users.

You are responsible for ensuring that you have Authorized User’s permission for this transfer and the sharing of any personal information about Authorized Users you share with us in the process. If any particular Authorized User does NOT want personal account content transferred in this way, you and they can reach support@photocircleapp.com to establish separate accounts.

You are solely responsible for obtaining the above consents and any other consents required by Applicable Law from Authorized Users to grant us the licenses described in these terms to their Contributions. Your organization is solely responsible for all activities of any kind of the Authorized Users you invite in connection with the Services.

You agree not to invite any Users who are younger than 18 years of age to use the Services in any manner.

Your further agree to remove any Users from your Enterprise Account that you discover were inadvertently added, that did not appropriately consent to the use of their personal information as required by these Terms or who do not agree to comply with these Terms, that do not meet the eligibility criteria in our Consumer Terms of Service, or who violate the Acceptable User Guidelines.

Privacy Policy and Additional Privacy Protections

You agree to obtain any and all consents and permissions required by Applicable Law for your Authorized Users to use the Services in accordance with these Terms and the PhotoCircle Privacy Policy. Each of the Privacy and Data handling functions described in PhotoCircle’s Privacy Policy apply to all Users’ use of the Services.

We agree to apply the following additional privacy practices to your Enterprise Account:

• Admin Users will have the ability to view, modify, and/or remove the contact information, display name, email, and group and Circle memberships of Authorized Users.

• Admin Users may view and modify content in all Enterprise Account Circles

• Members of a Group can view the Circles and any Media in that Group whether or not they are invited directly to a Circle

• Members of an Enterprise Circle can invite new Members without express permission from your Organization, by default, but you can reach support@photocircleapp.com to customize this and other permissions settings

For any questions about your account privacy controls, permissions and capabilities or to further control and customize the settings and permission on your Enterprise Account, please reach us at support@photocircleapp.com.

Enterprise Acceptable Use Guidelines

You agree that your Organization and your Authorized Users’ use of the Services will be in accordance with both (1) our Acceptable Use Guidelines and (2) the following Enterprise Acceptable Use Guidelines:

1. You may only use the Services for lawful activity. It is your responsibility to comply with all Applicable Laws. We may, in our sole discretion, cooperate in law enforcement investigations relating to your Enterprise Content and use of the Services.

2. You may not use or reference the Services to build a product or service that competes in any way with PhotoCircle or replaces your PhotoCircle account.

3. You agree not to charge Authorized Users or External Users any fee to use your Enterprise Account.

Copyright Disputes

Submitting a Dispute

PhotoCircle responds to copyright complaints submitted under the Digital Millennium Copyright Act (“DMCA”). Section 512 of the DMCA outlines the statutory requirements necessary for formally reporting copyright infringement, as well as providing instructions on how an affected party can appeal a removal by submitting a compliant counter-notice. Such complaints must be related to alleged or actual copyright infringement, rather than trademarks, parodies, commentary, defamation and other types of claims. Keep in mind that fair use is a defense to copyright infringement, so please consider this before submitting a DMCA complaint.

Prior to submitting a formal complaint with PhotoCircle, please be aware that under 17 U.S.C. § 512(f), you may be liable for any damages, including costs and attorneys’ fees incurred by us or our Users, if you knowingly materially misrepresent that material or activity is infringing. If you are unsure whether the material you are reporting is in fact infringing, you may wish to contact an attorney before filing a notification with us. If you’re unsure whether or not you own the copyrights to a work, or if you’re infringing upon someone else’s work, please consult an attorney or another advisor. It may be helpful to remember that it is usually the photographer who owns the copyright in a photo, rather than the subject.

To submit a notice of claimed copyright infringement, please provide PhotoCircle with the following information to us at support@photocircleapp.com:

1. A physical or electronic signature (typing your full name within forward slashes (“/myname/”) will suffice) of the copyright owner or a person authorized to act on their behalf;

2. Identification of the copyrighted work claimed to have been infringed (e.g., a link to your original work or clear description of the materials allegedly being infringed upon);

3. Identification of the infringing material and information reasonably sufficient to permit PhotoCircle to locate the material on our website or services;

4. Your contact information, including your address, telephone number, and an email address;

5. A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the complaint is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Filing a DMCA complaint is the start of a predefined legal process. We’ll review your complaint for accuracy, validity, and completeness. If your complaint has satisfied these requirements, we will take action on your request - which includes forwarding a full copy of your notice (including your name, address, phone and email address) to the user(s) who posted the allegedly infringing material in question.

Please be aware that under 17 U.S.C. § 512(f), you may be liable for any damages, including costs and attorneys’ fees incurred by us or our users, if you knowingly materially misrepresent that material or activity is infringing. If you are unsure whether the material you are reporting is in fact infringing, you may wish to contact an attorney before filing a copyright complaint.

When we receive DMCA complaint, we (1) may suspend or remove the applicable Content from our systems in our reasonable discretion and (2) will provide the alleged infringer with instructions for how to submit a counter-notice, along with a copy of the complaint, including the reporter’s full name, email, street address, and any other information included in the complaint.

You may use an agent to report DMCA complaints to us if you like, provided both you and the agent are clearly identified to PhotoCircle.

Responding to a complaint against you

If you receive a copyright complaint, simply removing the material subject of that complaint does not fully resolve the complaint. You may endeavor to resolve the complaint through providing a counter-notice. A counter-notice is a request for PhotoCircle to reinstate the removed material, and it has legal consequences. Alternatively, you may be able to seek a retraction of the copyright complaint from the person or entity that submitted it.

You may file a counter-notice if you believe that this material was misidentified, or you have a good faith belief that the material should not have been removed. If you’re unsure whether or not you should file a counter-notice, you may want to consult with an attorney.

To submit a counter-notice, you will need to provide us with the following information:

1. A physical or electronic signature (typing your full name will suffice);

2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (the description from the copyright notice will suffice);

3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Twitter may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

To submit a counter-notice, please respond to our original email notification of the removal and include the required information in the body of your reply as we will discard all attachments for security reasons. We will promptly transmit the counter-notice to the actor who submitted the original complaint, and they will have 14 business days thereafter to sue you.

After 14 business days, we will replace the disputed Content unless the complaining party has filed suit.

Fees and Payments

Your use of PhotoCircle for Business is conditioned on your payment for the Services. When you create your account, you will establish a number of Authorized User seats or the account. You agree to pay fees on a per-seat basis as reflected in your invoice. We will calculate your initial annual subscription fee based on the number of seats you propose (“Prepaid Annual Fees”). You will be charged additional annual fees in the event that your usage exceeds the number of seats in your Prepaid Annual Fees payment (“Additional Fees”). If any Additional Fees are due, you will be charged the additional fees on a per-seat basis for the month in which you exceed the seats in your Prepaid Annual Fee as well as any remaining months in the annual term. Annual license fees in any year after the first year will be any Additional Fees charged in the first year plus Prepaid Annual Fees, subject to further Additional Fees based on the maximum number of seats you use during any annual Term. PhotoCircle does not refund fees paid for a tier if usage later falls below that tier. Prepaid Annual Fees and Additional Fees are collectively referred to as “Fees” hereunder.

These Terms and your obligation to pay automatically renew at the end of each Annual term unless you provide PhotoCircle with notice of your intent to terminate at least 30 days prior to the end of the then-current term.

We reserve the right to suspend account access for all Authorized Users in the event of any unpaid and overdue Fees.

We reserve the right to increase Fees from time to time in our sole discretion.

PhotoCircle will invoice you for all Fees due, including an annual advance payment for the Prepaid Annual Fees and a prorated annual payment in arrears for any Additional Fees.

Termination

To terminate your PhotoCircle for Business Account, email support@photocircleapp.com. When we receive notice of your intention to terminate, we will decline your annual renewal option and will block access to any higher tier subject of Additional Fees.

You have the ability to extract all Enterprise Content that is Media by downloading a ZIP file for each Circle from your Dashboard. Comments and reactions cannot be downloaded. You can notify PhotoCircle at support@photocircleapp.com when you’d like us to delete any remaining Enterprise Content in our possession. We may, but are not obligated to, delete all data relating to terminated accounts at the end of the paid subscription term.

Certain anonymous or anonymized information relating to your past access to the Services will be retained by PhotoCircle after termination of your account, provided that any such records will be de-identified and Authorized Users’ personal information will not be present in those records. Please refer to our Privacy Policy for more information about account removal.

PhotoCircle may immediately and without notice terminate these Terms with you and suspend or disable your access to the Services if PhotoCircle determines, in its sole discretion, that (a) you have breached these Terms; (b) you have violated applicable laws, regulations or third-party rights; (c) such action is needed to protect the safety or property of, or present serious harm to, other users, PhotoCircle, or third parties; and/or (d) we have reason to believe you have violated these Terms. If we intend to remove your account in accordance with this section, we will try to provide advance notice to you prior to our removal of your account, but we need not provide notice if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of PhotoCircle to provide such notice.

Provisions that, by their nature, should survive termination of these Terms shall survive any termination of your account. As an example and not a limitation, any obligation you have to pay us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us are provisions that will survive the termination of your account and/or these Terms.

Disclaimer of Warranties; Disputes with Other Users

AS USED IN THIS SECTION, THE TERMS “YOU” AND “YOUR” REFER COLLECTIVELY TO THE ORGANIZATION WHICH HOLDS AN ENTERPRISE ACCOUNT AND ITS AUTHORIZED USERS IN THEIR INDIVIDUAL CAPACITY. YOUR ACCESS TO AND USE OF THE SERVICES OR ANY CONTRIBUTIONS ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PHOTOCIRCLE, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, SAFETY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. PHOTOCIRCLE, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES OR OTHER HARMFUL SOFTWARE CODE WILL BE TRANSMITTED THROUGH THE SERVICES.

PHOTOCIRCLE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICES WHATSOEVER, AND SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR: (I) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT; (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; AND (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE PHOTOCIRCLE OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws. These terms do not disclaim warranties where such disclaimers are prohibited by applicable law.

If there is a dispute between Users of our Services, or between Users and any third party, you agree that PhotoCircle is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you hereby release PhotoCircle, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL PHOTOCIRCLE (OR ITS LICENSORS, PARTNERS, AGENTS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PHOTOCIRCLE, EXCEED THE AMOUNTS PAID BY YOU TO PHOTOCIRCLE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. PHOTOCIRCLE SHALL HAVE NO LIABILITY FOR ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT PHOTOCIRCLE HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THESE LIMITATIONS OF LIABILITY ARE A MANDATORY CONDITION OF OUR OFFERING FREE OR SUBSCRIPTION-BASED SERVICES TO YOU AT THEIR CURRENT PRICE.

Indemnity

You agree to indemnify, defend, and hold harmless PhotoCircle from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your organization’s, your agents, your employees, your affiliates, or your Authorized Users’ use of the Services or violation of these Terms (a “Claim”), and will indemnify PhotoCircle for all reasonable attorney’s fees incurred and damages and other costs finally awarded against PhotoCircle in connection with or as a result of, and for amounts paid by PhotoCircle under a settlement User approves of in connection with, a Claim. We will provide your account contact with prompt written notice of any Claim. PhotoCircle shall have the sole right to control the defense and settlement of any Claim.

General

Updates to these Terms. You agree to receive notice of any updates to these terms via email, in-Dashboard, or in-App notice, and to be bound by such updates.

Notices. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by PhotoCircle (a) via email (in each case to the address that you provide in connection with your Account) or (b) by posting within the Services. You agree to provide notice to PhotoCircle under these Terms by emailing support@photocircleapp.com.

No Waiver. The failure of PhotoCircle to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without PhotoCircle’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. PhotoCircle may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

Severability. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Entire Agreement. These Terms constitute the entire agreement between you and PhotoCircle regarding your use of PhotoCircle’s Services, and supersede all prior written or oral agreements. Additional terms may apply to certain products or Services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.

Contact Us. If you have questions about these Terms, or about our use of your information, please contact us at support@photocircleapp.com.

Or

PhotoCircle, Inc.

1968 S. Coast Hwy #2844

Laguna Beach CA 92651

Modification. PhotoCircle reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. If we materially modify these Terms, as determined by PhotoCircle in its sole discretion, we will either post a notification of the modification on our website or otherwise provide you with notice of the change. The date of the last modification will also be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Service, you are indicating that you agree to be bound by any modified Terms.

Last updated: March 2, 2023