By your use of this website you are deemed to have read and agree to be bound by the following terms and conditions:
This agreement (as may be amended, modified or restated from time to time, the ‘Agreement’) governs membership in the Shotfarm member user community (the ‘Community’), use of the Shotfarm.com website (the ‘Site’) and use of any Shotfarm services (‘Services’). For purposes of this Agreement, you, the person accessing this website and accepting the terms of this Agreement, shall be referred to herein as any of the following: ‘Member’, ‘Contributor’, ‘You’ and ‘Your’, and Shotfarm, LLC, the company owning and operating this website, shall be referred to herein as ‘Shotfarm’, ‘We’ and ‘Our’.
We happily grant you entry to the membership access portions of the Site, on the condition that you accept the terms and conditions of this Agreement. By your use of the Site you are agreeing to be bound by this Agreement. If you do not wish to be bound by this Agreement, you should not complete the login process or use any membership access portions of the Site.
We reserve the right to amend, modify or restate (each, an ‘Amendment’) the terms of this Agreement at any time and such new terms shall be effective immediately upon publication on the Site. Continued use of the Site following an Amendment shall indicate your continued willingness to be bound by the Agreement. If, at any time, you decide that you do not agree to be bound by the Agreement, you should immediately discontinue your use of the Site. If your Shotfarm member registration indicates that you are an employee of a particular company, you also acknowledge and warrant that you possess full legal authority to bind your employer to these terms. If you do not possess such authority, you should not agree to be bound by this Agreement and should refrain from using the membership access portions of the Site.
You acknowledge that you have read this Agreement, understand its requirements and your obligations and that you have had an opportunity to seek legal counsel prior to entering into this Agreement.
If you have any questions or concerns about this Agreement or the Site, please contact us at firstname.lastname@example.org or via phone at (312) 755-0555. Any information provided via e-mail to Shotfarm may be used or disclosed by Shotfarm. We shall not be liable for any damages resulting from the interception of an e-mail communication with Shotfarm.
I. General Terms
i. Registration Information
You agree that all the information you provided during the membership registration process is complete, accurate and current, including, but not limited to, your current employment information. Shotfarm verifies the identity of all its members to create a community built on trusted relationships.
ii. Your Password
You agree to keep your Shotfarm password confidential and that you alone shall be responsible for any use of the Site that occurs using your login information. You shall immediately report to Shotfarm any unauthorized use of your Shotfarm account. You understand that Shotfarm does not have access to your password.
iii. Your Privacy
iv. Website Materials
Shotfarm shall use its best efforts to keep the Site as accurate and current as possible. However, we do not guarantee the accuracy, currency or innocuousness of any information, material or Content (as defined in Section IIi) on the Site. We may add, change or delete anything contained on the Site at any time, including information, materials, services and functionality. Any new features and services added by us are subject to the terms of this Agreement. Shotfarm shall not be liable for any harmful files or programs that infect your computer as a result of using the Site.
v. Blog & Forums
Shotfarm provides its blog and forums (‘Forums’ and each, a ‘Forum’) as a way for members of the Community to interact and support each other. The Forums are public use areas. Shotfarm does not review or endorse communications posted to the Forums, unless such communications are posted specifically by Shotfarm. Shotfarm may remove any posts or materials at any time. Any information provided by you on the Forums may be stored by Shotfarm and/or accessed and used by other members of the Site. Shotfarm shall not be liable for any misuse of materials you post on the Forums.
vi. Third Party Websites
We try to provide helpful information on our Site, which may include links to external, unaffiliated websites (‘External Sites’). These links do not mean that we endorse External Sites or their content. Shotfarm shall not be liable for any problems or damages related in any way to the use of External Sites, or for any content or materials contained therein.
vii. Community Conduct
As manager of the Shotfarm Community, we ask that you be conscientious of other members. Pursuant to this Agreement, you agree to avoid certain behavior (‘Misconduct’) that could potentially affect other members, their use of the Site and the integrity of the Site itself.
Misconduct includes, but is not limited to the following: (1) publishing Content (as defined in Section II(i)) for which you do not own the intellectual property rights or Content that is obscene, pornographic, sexual, libelous or unlawful; (2) uploading any viruses or files that could damage the functionality of the Site or another member’s computer; (3) damaging the Site itself or the Site’s functionality or interfering with the security of the Site and its networks in any way; (4) using false identification information for registration or other purposes; (5) violating the rights of other members or harassing them; (6) accessing the member accounts or information of other members; (7) accessing Content that is not purposefully and clearly made available to you through the procedures of the Site; (8) removing watermarks from images; (9) conducting any business or solicitation on the Site, including advertising for such business; or (10) using materials from the Shotfarm website for monetary gain.
viii. Intellectual Property
The Site and its original content, code, ideas, concepts, features and functionality are owned by Shotfarm, LLC and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws and cannot be copied or reproduced without the prior written consent of Shotfarm.
ix. Non-Commercial Use Limitation
Shotfarm is limited to your company’s non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or profit from any included software, concepts, functions, products or services obtained from the Services without the prior written consent of Shotfarm.
II. Content Terms
i. Shotfarm Content
The Site contains photographs, illustrations, audio files, video files, data files and information (‘Content’) that are protected by copyright, trademark or other rights of Shotfarm and/or other parties (including members). Content may only be used in the ways specified in this Agreement. You may only upload to the Site Content for which you hold ownership or usage rights. All rights to any Content shall be retained by the member who uploads such Content to the Site (each such member, a ‘Contributor’).
ii. Using Shotfarm Content
You may only download published Content for which you have been granted permission by the Contributor or such Contributor’s representative. Your use of downloaded Content shall continue to be bound by any current or pre-existing agreement, written or verbal, that you have with the Contributor of such Content or such Contributor’s representative (referred to hereinafter as ‘Usage Agreement’). Shotfarm is a transfer system only and shall not be liable for (1) granting any usage license for downloaded Content (2) for monitoring usage of such Content or (3) damages resulting from the use of or inability to use any Content. This Agreement prohibits your use of Shotfarm Content for redistribution, resale or relicense.
iii. Uploading Content to Shotfarm
Each member uploading Content to Shotfarm agrees to appoint Shotfarm as its non-exclusive agent to distribute such Content. As an approved member of the Community, you may upload Content to the Site by following the upload procedures on the Site. Any violation of the procedures for uploading Content shall be deemed a material breach of the Agreement.
iv. Private Content
Each member of the Community is permitted to upload Content to his private storage area (referred to hereinafter as ‘Private Content’) and share Private Content without restriction, so long as the member has proper authority to share such Private Content. Private Content shall not be visible to other members of the Community and is for private use and sharing with selected individuals only. Shotfarm assumes no liability for Private Content shared by members or the security of Private Content uploaded to the Site.
v. Published Content
Manufacturer members are permitted to publish Content from the private storage area to the public areas of the Site. Content published to the public areas of the Site (referred to hereinafter as ‘Published Content’) shall be visible to all retail members of the Community, but these retail members shall be permitted to download public Content only when granted permission by the original Contributor or an official representative of the Contributor’s company. Shotfarm shall not be liable for any member’s failure to obtain such permission or any corresponding breach of security with regard to Published Content. If you are the type of member who is permitted to publish Content, you agree that you shall only publish Content for which you own or control all intellectual property rights, copyrights and trademarks for such Content. Shotfarm shall not be liable for Content published without such ownership or control. You are required to make your best efforts to avoid re-publishing Content that already exists in the public areas of the Site.
vi. Contributor Representations and Warranties
Shotfarm does not permit any Content to be published to public areas of the Site that infringes upon any patent, trademark or copyright (collectively, ‘IP Rights’). By contributing to Shotfarm, you assert that you are the owner of the IP Rights to all Published Content or have been granted such authority, and that you shall take sole responsibility for all Content, Private or Published, uploaded by you. You warrant that there are no viruses or damaging materials contained within your Private or Published Content that might damage or interfere with the Site in any way. You also warrant that any Published Content will include the necessary descriptive information to enable its effective availability on the Site and that information will be complete and accurate. You also warrant that you have obtained model or property (as required) releases for all images that contain representations of such model or property. Shotfarm will not be liable for damages resulting from use of or inability to use any Content.
vii. Intellectual Property Violations
If you feel your intellectual property rights have been violated, please send an e-mail to email@example.com with the following information (required under the Digital Millennium Copyright Act):
1. A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or intellectual property interest that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed.
3. Identification of the material that is claimed to be infringing and that is to be removed, as well as the location of the material on the Site.
4. Your contact information, including address, telephone number and an e-mail address where Shotfarm can direct a response to you.
5. A statement that you have a good faith belief that use of the alleged infringing material is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
viii. Security of Content
Shotfarm shall take reasonable precautions to prevent unauthorized access to Private Content and unauthorized downloads of Published Content; however, Shotfarm shall assume no liability for breaches of security in either public or private areas of the Site.
ix. Distribution of Content
You agree that Shotfarm is your non-exclusive agent to transfer royalty-free Content to other Shotfarm members. All rights to any uploaded Content will be retained by the Contributor. For any Published Content, you agree that Shotfarm has the right, but not the obligation, to display this Content to the Community and distribute the Content to members who have received permission from you or a representative of your company to download the Content. You also agree to let Shotfarm use Published Content for its own business purposes, such as marketing, sales and promotional efforts, including your registered and unregistered trademarks. Shotfarm shall not distribute Content for the intended purpose of resale.
x. Monitoring Content Usage
You understand that members who have permission to download Content provided by you are bound by this Agreement. Shotfarm shall not be obligated to monitor usage of Content and shall not be liable if a member uses the Content in a manner inconsistent with this Agreement. Shotfarm shall not be obligated to pursue legal action against a member who infringes upon your Usage Agreement as referred to in Section IIii.
xi. Content Storage
Shotfarm shall store all Published Content for a period of 18 months following the most recent viewing of the Content to ensure that the Content stored on the system is current and useful to the Community. Shotfarm shall not be liable for loss of any Content that is uploaded to the Site.
xii. Content Review
Shotfarm shall not review all Content uploaded to the Site and shall not be responsible for anything contained within the Content.
xiii. Content Modification
Upon member request, Shotfarm shall have the right to make visual or technical modifications (such as clipping paths, drop shadows, color corrections, etc) to Content for which the requesting member has permissions and offer such modified Content for sale to any Shotfarm members who have permission to access the original unmodified Content. In such case, Shotfarm shall be acting solely as a creative services provider and is not liable for the nature of the Content modifications requested by Shotfarm members. Any members requesting Content modifications are bound by the terms of any Usage Agreement as defined in section IIii and are responsible for the modifications requested.
III. Switch Product Terms
i. Switch Applicability
For members of the Shotfarm Community, the Shotfarm Switch product provides those that receive product information (typically Retailers) a branded Switch. The Switch allows members of the Shotfarm Platform the ability to easily identify and select a specific Switch and subsequently Map and Send Product Data to the recipient in a format configured to meet the recipients’ specific data ingestion requirements. The Switch Terms outlined here set forth an understanding and identify the obligations necessary for both Shotfarm and our members to Configure, Publish, Operate and Promote a uniquely branded Switch for the benefit of the member and brands on the Shotfarm platform.
ii. Shotfarm Obligations
Shotfarm will provide written instructions on the steps required to properly configure a Switch on the Shotfarm Platform. Shotfarm may feature your Switch on the Shotfarm Platform and may include information about your company including your business address, business description, business website and telephone number.
iii. Retail Member Obligations
As a member of our platform, you agree to follow Switch configuration guidelines provided by Shotfarm and provide detailed and timely feedback (your own and that of their customers) on the use, utility, challenges and improvements necessary for efficient operation of your Switch. You agree to review technical updates to the Switch and the Shotfarm Platform and communicate critical updates or actions within the relevant teams at your company and also to any impacted or potentially impacted customers of yours. You agree you will inform and educate your customers about the benefit Switch use and proactively and regularly communicate that benefit to your customer base.
iv. Joint Obligations
Both you and Shotfarm agree that growing use of your Switch provides increased benefit for you. As such, both you and Shotfarm agree to undertake reasonable marketing activities to support the promotion and continually increasing use of your Switch. These activities and obligations may include, but are not limited to, use of your company logo on your Switch, commitments identified herein and initiatives such as white papers, webinars, webinar participation, press mentions, case studies and blog posts. Both you and Shotfarm agree to assign the resources and personnel necessary to promote use of your Switch and agree to keep the other party reasonably informed of efforts in this regard. Each Party shall identify a resource to coordinate and supervise their activities, obligations and performance under this agreement, the exchange of materials and information, any facility or customer visits and other matters as are pertinent to the administration and operation of this agreement.
IV. Legal Terms
i. Governing Law
The laws of the United States of America and the State of Illinois govern this Agreement. By accessing the Site and using our services you consent to the terms and conditions of this Agreement and to the exclusive jurisdiction of the courts of the State of Illinois in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out below), then the invalid or unenforceable provision will be severed from these terms and the remaining terms shall continue in full force and effect. Shotfarm’s failure to enforce any of the provisions set forth in this Agreement, or failure to exercise any option to terminate this Agreement, shall not be construed as waiver of such provisions and shall not affect the validity of this Agreement or any part thereof, or the right thereafter to enforce each and every provision. This Agreement shall not be amended or modified except in writing and signed by a duly authorized representative of Shotfarm.
Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Chicago, Illinois. If Shotfarm is obligated to go to court or arbitration to enforce any of its rights, you agree to reimburse Shotfarm for its legal fees, costs and disbursements if Shotfarm is successful.
You agree to defend, indemnify and hold harmless Shotfarm, its subsidiaries, affiliates, officers, licensors, employees, agents, Contributors and independent contractors against any claims, damages, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from or related to your conduct, your use of the Site, your violation or alleged violation of this Agreement, your unauthorized use of Shotfarm Content, any violation of your rights or your violation of any rights of another. You agree to waive any right you have to a trial by jury or to participate in a class action lawsuit against Shotfarm related to the Site or this Agreement.
iii. Exclusions and Limitations
To the fullest extent permitted by law, Shotfarm:
1. excludes all representations and warranties relating to the Site and its information, materials or Content which are or may be provided by any affiliates or any other third party including Shotfarm members, including in relation to any inaccuracies or omissions in the Site, service interruptions or delays, or the quality of Content or services provided; and
2. excludes all liability of itself, its directors, officers, employees, shareholders, partners, licensors or agents for damages arising out of or in connection with your use of the Site. This includes, without limitation, direct loss, loss of business, information or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of business or you have advised Shotfarm of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.
iv. Termination of Membership
Your membership may be terminated by you at any time by e-mailing firstname.lastname@example.org. Upon termination of your membership, Shotfarm will remove your Private Content within sixty (60) days of the date of your termination e-mail. If you are the only member for your company, we will remove all Published Content within the same sixty (60) days; otherwise, your Published Content will be managed by the remaining members of your company. Any Published Content used in hosted viewers will be kept on the system until no longer in use. Termination of your membership shall not terminate the rights of other Shotfarm members to use Content for which you have previously granted them permission.
Shotfarm also reserves the right to terminate your membership at any time, for violation of this Agreement, or any other reason, without prior notice. Termination of your membership shall not affect any rights, liabilities or obligations of Shotfarm set forth in this Agreement.