Last updated: May 29, 2017
These Terms and Conditions ("Terms", "Terms and Conditions") govern your relationship with the phototoolbox.co website (the "Service") operated by Photo Toolbox Ltd ("us", "we", or "our", “PTL”).
Please read these Terms and Conditions carefully before using the Service.
Photo Toolbox Limited has been registered with the New Zealand Companies Office, registration number (5836051).
We thank you for choosing Photo Toolbox Ltd (PTL) to streamline your photography business. These terms and conditions set out how we deal with your images, your personal information and your activity using Photo Toolbox tools which include: LicensePro, TalentPro, LocationPro, PhotoshootPro and CreativeAssetPro.
You agree that you have the authority to enter into this contract on behalf of yourself, your company or your organisation. And you agree:
- To use PTL to manage aspects of your photography business which includes the management of photo licensing, talent, locations and health and safety.
- To comply with the Intellectual Property provisions of the Contract which specify that all Intellectual Property related to the service, even if the Photographer has assisted with its development, belongs to PTL. The Photographer must specifically look for and advise PTL of any infringement (or suspected infringement) of Intellectual Property Rights.
Photo Toolbox Ltd agrees:
- To continue to develop the tools in a professional and timely manner. This includes, but is not limited to:
a. To advise and roll out all revisions and updates to the software at “business-friendly” times; and
b. To develop in line to the latest web standards in the coding of the services and the security of the site; and
c. To back-up all of the Photographer’s data.
- To maintain the confidentiality of any personal information collected in the course of delivering the service. Permitted uses of the data collected by PTL are included in the Contract and allow for the sharing of non-identifying type data for specific purposes. E.g. pricing and licensing trends, photographer segments, user groups, total users and any other data segments considered to be beneficial for the professional photography industry.
Photo Toolbox Ltd acknowledges that the Photographer’s IP in material uploaded or input into the Service, including Photographs, remains with the Photographer.
As a user you acknowledge that Intellectual Property (IP) used in Photo Toolbox Ltd belongs exclusively to Photo Toolbox Ltd. You agree to watch out for any infringement of the Intellectual Property rights of Photo Toolbox Ltd and inform Photo Toolbox Ltd fully about any that he finds or suspects.
New IP shall belong to Photo Toolbox Ltd, including any and all suggestions arising from users in the course of providing feedback to the support or marketing team.
Whenever any party creates any New IP in the course of using the products which could be used or sold in Photo Toolbox Ltd, that party will provide to the business whatever full specification, description, text or drawings as Photo Toolbox Ltd requires; do his utmost to ensure that Photo Toolbox Ltd acquires or retains the right to that new IP.
Each of the parties agrees that during the course of using the software some new IP may emerge and that this IP belongs to Photo Toolbox Ltd. The records may be in manuscript, typescript or electronic form and in any format. The records will belong to Photo Toolbox Ltd.
Photo Toolbox Ltd will treat all personal information collected in the course of delivering this service with complete confidentiality.
Photo Toolbox Ltd retains the right to collect information from its users for the purpose of reporting trends and yields occurring in the photography industry. The collected information will never include: any identifying information; information that could be deemed to be sharing a photographer’s individual business details or sensitive trade information.
The purpose of collecting data is to share trends and volumes to the photography industry including the Photo Toolbox Ltd customers. These may include: licensing trends (type, volumes, trends, segments); pricing trends (averages, totals and segments); photographer segments; user groups and total users.
Collected information may also help guide best practise within the industry and will inform the refinement process of the Photo Toolbox Ltd services.
While we will do our best to ensure the accuracy of our service, Photo Toolbox Ltd cannot guarantee that the platform will be completely error-free, or continuous and cannot be held liable to you or any third-party for damages, including lost profits, lost contracts or other incidental, consequential or special damages, even if you’ve advised Photo Toolbox Ltd of them.
If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Photo Toolbox Ltd reserves the right to be able to transfer or assign its rights under the Contract in the event of, for example, a sale of its business.
We will from time-to-time ask our users to provide testimonials about their experience with the product. You agree to consider any such request for the purposes of promoting the service to others.
This contract stays in place for the duration of your subscription and for 10 years after the subscription ceases.
If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
You have the right to request any information that Photo Toolbox Ltd holds about you, and the right to correct any information held.
Please note that under the Electronic Transactions Act 2002 you may opt to accept the terms of this contract digitally to save time (and trees): please reply to the e-mail provided within this contract, stating clearly that you have read and accept the terms of this agreement. Photo Toolbox Ltd will keep your digital communications as a legal record of contract acceptance.
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on a monthly basis.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Photo Toolbox Ltd cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Photo Toolbox Ltd customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Photo Toolbox Ltd with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Photo Toolbox Ltd to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Photo Toolbox Ltd will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Photo Toolbox Ltd may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").
You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be charged by Photo Toolbox Ltd until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, Photo Toolbox Ltd reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
Photo Toolbox Ltd, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Photo Toolbox Ltd will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
The Service and its original content, features and functionality are and will remain the exclusive property of Photo Toolbox Ltd and its licensors. The Service is protected by copyright, trademark, and other laws of both the New Zealand and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Photo Toolbox Ltd.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by Photo Toolbox Ltd.
Photo Toolbox Ltd has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Photo Toolbox Ltd shall 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 such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
Limitation Of Liability
In no event shall Photo Toolbox Ltd, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Photo Toolbox Ltd its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
These Terms shall be governed and construed in accordance with the laws of New Zealand, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
If you have any questions about these Terms, please contact us.