Zenfolio Website User Agreement
Effective January 14, 2016
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 to view or 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
The term "Purchaser" refers to any Visitor of Zenfolio purchasing photographs
or products from Photographers via Zenfolio.
The term "Billing Period" will from here on refer to time period identified in
each Photographer's subscription plan as billing period.
II. INTRODUCTION AND AGREEMENT TO TERMS
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 to the General Terms and Conditions,
Photographers agree to abide by the Photographer Terms and Conditions set forth
in Section IV, below.
III. GENERAL TERMS AND CONDITIONS
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 any content they upload to this Website,
including, but not limited to, photographs, videos and digital products, biographies,
and business information (the “Photographer Content”) and Zenfolio shall not acquire
any rights to the Photographer Content except as expressly granted in Section IV.E.
User Generated Content
Except with respect to 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 (“User Generated Content”), for the purpose of
improving or promoting Zenfolio products or services. User Generated Content,
shall include, but is not limited to, 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.
B. General Restrictions on Use
All pages within this Website and any material made available for download are the
property of Zenfolio (its licensors or suppliers) 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 the terms and conditions of this User Agreement
or any applicable end user license agreements are reserved by Zenfolio.
The Website and services provided by Zenfolio are not intended for and may not be
used by people under the age of 13. By using our Website and/or services, you are
representing to us that you 13 years or older.
C. Prohibited Material and Activities
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.
D. Links To and From Zenfolio
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
E. Content Disclaimer, Complaints, and Notifications of Claimed
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) and we will
expeditiously respond to rights owners or their agents who submit such
notification. We expect the following information:
- A physical or electronic signature of a person authorized to act on
behalf of the owner of an exclusive copyright right that is allegedly
- Identification of the copyrighted work claimed to have been infringed,
or, if multiple copyrighted works at a single online site are covered
by a single notification, a representative list of such works at that
- Identification of the material that is claimed to be infringing or to
be the subject of infringing activity and that is to be removed or
access to which is to be disabled, and information reasonably sufficient
to permit Zenfolio to locate the material, including the URL where the
material is located.
- Information reasonably sufficient to permit Zenfolio to contact the
complaining party, such as an address, telephone number, and, if
available, an electronic mail address at which the complaining party
may be contacted.
- A statement that the complaining party has a good faith belief that use
of the material in the manner complained of is not authorized by the
copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and
under penalty of perjury, that the complaining party is authorized to
act on behalf of the owner of an exclusive right that is allegedly
Send the notification to our designated agent to receive notices of claimed
infringement as follows: Zenfolio Inc., Attn: Legal Department - DMCA Notices,
3515-A Edison Way, Menlo Park, California 94025; telephone +1 650 412 1888;
facsimile +1 650 412 1888; firstname.lastname@example.org. You may also
Contact Us online.
For any complaints originating from the EU, we accept a notice that conforms
with the requirements of the EU E-Commerce Directive (2000/31/EC).
Zenfolio has a policy of terminating the account of any person who has been
determined to be a repeat copyright infringer.
F. Trademark Notice
Zenfolio, Zenfolio.com, and Follow the Light are logos, trademarks, and/or
service marks of Zenfolio. All other trademarks, service marks and logos
used in this Site are the trademarks, service marks or logos of their
G. Purchase Terms
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
H. Risk of Loss of Shipments
To the extent permissible by law, 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.
I. Disclaimers and Limitation of Liability
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
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. TO THE EXTENT PERMISSIBLE BY LAW, 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.
Limitation of Liability
TO THE EXTENT PERMISSIBLE BY LAW, 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.
NOTWITHSTANDING THE FOREGOING, ZENFOLIO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT
SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR SUBSCRIPTION FEES WITHIN THE LAST SIX
MONTHS (EXCLUDING ANY PRODUCTS ORDERED THROUGH THE WEBSITE OR ANY OTHER FEES).
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.
K. International Users
Zenfolio is located in the United States of America and conducts its
transactions 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.
L. Choice of Law and Venue
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.
Notwithstanding the foregoing, for any Visitors accessing or making use of the
Website from the European Union (“EU Visitors”), this Agreement shall be governed
by English law. Each EU Visitor submits to the exclusive jurisdiction of the
English courts in relation to disputes arising in connection with this Agreement.
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 its rights 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 this Agreement without Zenfolio's prior written consent.
N. Entire Agreement
These General 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 General Terms and Conditions, Photographers
are also subject to the Photographer Terms and Conditions in Part IV of this document.
In its sole discretion, Zenfolio may modify these General Terms and Conditions by
posting the revised version on this Website as stated above. If any of the provisions
of this User Agreement are found invalid, void, or unenforceable, that provision
shall be deemed severable and shall not affect the validity and enforceability of
any remaining User Agreement. Violation of the terms and conditions of this User
Agreement may prompt Zenfolio to take any action Zenfolio deems necessary or appropriate
to enforce its rights including but not limited to the institution of legal proceedings.
IV. PHOTOGRAPHER TERMS AND CONDITIONS
By establishing an account or using the Website, Photographers agree to both the
General Terms and Conditions and to these additional terms and conditions applicable
to Photographers (the “Photographer Terms and Conditions”). Zenfolio reserves the
right to modify or add further conditions to the Photographer Terms and Conditions.
For 30 days after introducing a revised version of the Photographer Terms and Conditions
we will indicate on our home page and on the account dashboard at login that a revised
Photographer and Terms and Conditions has taken effect and applies to Your use of
the Website and Photographer Services. Your continued use of the Website and Photographer
Services shall constitute your acceptance of the Photographer Terms and Conditions
in effect at the time of your continued use. It is each Photographer's responsibility
to regularly check the email account provided to Zenfolio or this Website in order
to be aware of any communications or notices. Each Photographer hereby specifically
agrees that a notice sent to the Photographer email account or posted on this Website
constitutes sufficient notice.
A. Photographer Services
Subject to the terms and conditions as 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 may offer different
levels of Photographer 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.
B. Photographer Responsibilities
It is each Photographer's responsibility to become familiar with our
Depending on the Photographer's preferences, Purchaser may have the option of placing
orders to be fulfilled by the Photographer directly, using print labs and shipping
methods selected by Photographer. 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 directly by Photographers. It is the Photographer's responsibility
to fulfill Purchaser's orders placed for fulfillment directly 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
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 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
directly by Photographers. Photographers agree that they shall be solely responsible
for all aspects of the orders placed for fulfillment directly by Photographer.
By selling videos through the Website, Photographer agrees to the licensing terms
of the AVC/H.264 License Agreement (
If Photographer uploads and/or sell videos in excess of 12 minutes in length,
photographer may owe royalty payments to MPEG-LA. In addition to any other
indemnity obligations described in Section III.H, Photographer will indemnify
Zenfolio against royalties or any other liabilities arising under the AVC/H.264
License Agreement related to Photographer’s 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 sole discretion, Zenfolio specifically reserves the right
to delete any images where Zenfolio, in its sole judgment, lacks confidence in the
documentation of a release.
By using Photographer Services photographers agree to not publicly share, post or redistribute
MpixPro product, shipping or service prices and details.
Any end user license or agreement 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.
Each website created as part of the Photographer Services (a “Photographer Website”)
shall contain a link to a User Agreement, which governs the relationship between
visitors to the Photographer Website and Zenfolio. Photographers shall not post
any terms that conflict with or attempt to modify the terms of the User Agreement.
C. Account Charges and Balances
For annual plans, Zenfolio offers a 30-day satisfaction guarantee: within 30 days
after subscribing to an annual plan, a Photographer can contact Zenfolio and ask
for a full refund of the annual subscription. After the first 30 days, the charge
is committed for the duration of the annual subscription and partial refunds are
not available. The 30-day refund policy is only applicable to annual plans.
Monthly plans do not qualify for refunds upon cancellation.
Zenfolio will provide, as part of its fulfillment services included in Photographer
Services, an account (a “Photographer 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.
Payout by bank check will result in a processing charge of $5.00 to the Photographer Account.
Notwithstanding the preceding paragraph, 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 (including for the payment of Photographer Services) or where Zenfolio
considers account activity to be in bad faith or to violate the User Agreement.
Zenfolio reserves the right at its sole discretion to pay out all or some account
balances at the end of every calendar year.
Zenfolio will charge a Photographer Account 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 either discontinue placement of orders via the
Photographer Services until the negative balance is cured or terminate the account.
Nothing in the Photographer Terms and Conditions shall limit Zenfolio's right to
pursue all remedies allowed by law to collect on delinquent accounts.
D. Renewal and Termination
Zenfolio will renew each Photographer's subscription automatically at the end of
each billing period unless Photographer notifies Zenfolio in writing of its intent
to cancel or modify the subscription at least ten days prior to the end of the billing
period. Renewed annual plans are subject to the same 30-day satisfaction guarantee
as new plans. For annual plans, a full refund is available if the cancellation
request is made within 30 days of the renewal charge. After the first 30 days of
an annual plan renewal, the full charge is committed for the duration of the
annual subscription and partial refunds are not available. The 30-day refund
policy is only applicable to annual plans. Monthly plans do not qualify for
refunds upon cancellation.
Photographer may terminate his or her account on ten (10) days written notice to
Zenfolio. 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; provided that Zenfolio will pay a pro-rata
refund if terminated for reason other than a violation of this User Agreement.
Upon termination or expiration of your account, you will be notified of the option to request
your preferred method of payout. If you specify a preferred method of payout, your
Photographer Account balance will be paid out to you (subject to a $5.00 processing fee
for bank check payouts). Courtesy credits or referral credits are forfeited at the
time of account closure and are not paid out. If you fail to specify a preferred method
of payout at the time of account closure, Zenfolio may assess your Photographer Account
a processing fee in connection with any subsequent Zenfolio efforts to resolve your account
Upon termination or expiration of your account, Zenfolio has no obligation to provide
you with a copy of your Photographer Content and may delete your Photographer Content
from the Zenfolio servers.
E. License Granted by Photographers
By delivering or transmitting Photographer Content to Zenfolio, Photographers grant
Zenfolio a nonexclusive right to use, reproduce, alter the resolution of, transmit,
publicly display, distribute, and make available Photographer Content as Zenfolio
deems appropriate for the sole purpose of providing the Photographer Services.
Further, each Photographer understands and agrees that Zenfolio may (but is not obligated
to) keep archives of Photographer Content for the purpose of maintaining business
records of Zenfolio and preserving evidence of its Website activity.
F. Photographer Representations and Warranties
Each Photographer represents and warrants to Zenfolio (1) that the Photographer owns
or otherwise controls all of the rights to the Photographer Content; and (2) the
performance of this Agreement by the parties does not and will not violate, misappropriate
or infringe upon any copyright, trademark, proprietary right, right of publicity,
privacy right, moral right, or other intellectual property right of any third party.
G. Software Download Component
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.
H. No Employment Relationship
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.