Our Services help you to create digital assets, marketing services, high-quality photos, videos, and other content, which may be created in-studio or via other Services within the Platform. From time to time, chpatr may offer other services, including a suite of editing functions, analytics on your Licensed Content performance, and other services.  

• 1.1. Bookings and Shoots. Through the Platform, you can create a booking for a photoshoot, video-shoot, or other in-studio session to create content (each a “Shoot”). Our booking page lets you add details regarding the kind of Shoot you want. We will let you know if any of your requests are out of scope or otherwise not available. The photos, videos, and other content we develop in connection with the Services are referred to as “Developed Content.”

• 1.2. Draft Content Previews. Chaptr will provide you with previews of some or all of the Draft Content for your review. Draft Content may, but will not necessarily, contain watermarks or similar markings. You may use the previews solely in order to review and select the Draft Content that you will license, and for no other purpose. You may not remove or modify any notice of copyright or similar marking encoded, embodied, or displayed in connection with the previews of the Draft Content.

• 1.3. Add-On Services. When you pay for  a creative or marketing service, or book a Shoot, you may request that Add-On service be a part of your project or package. Such services may include, among other things, models, copywriters, editors, and services for hair and makeup, styling, shopping, moving, assembly and installation, and any other services required to execute your project successfully. Certain types of services may require the purchase of (Add-Ons), in which case, chaptr will inform or contact you to let you know what’s needed. Chaptr may update its Add-Ons from time to time without notice to you and chaptr does not have any obligation to continue to offer any Add-Ons.

• ‍2.1. Services License. Subject to these Terms and any Services Agreement or brief or order form (if applicable),  chaptr grants you a personal, limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to: (a) access and use the Services specifically made available to you as permitted by  chaptr (the “Permitted Purpose”), and (b) download, install, and use the Application(s) made available by chaptr for public use on your own device solely for the Permitted Purpose. This license is exclusive to you and you may not sublicense or transfer the use of the Services.

• 2.2. Push Notifications. By registering an Account and/or receiving any Services, you agree to be contacted via email, SMS and/or text messaging by us, including via push notifications, regarding our Services, the Platform, and by third parties, if relevant, for third party notifications and/or advertisements.

• 2.3. Limitations. You expressly agree that you are solely responsible for any and all acts and omissions that occur through your use of the Platform, and you agree not to engage in any unacceptable uses of the Services, which include, without limitation, use of the Services to: (a) register an Account or otherwise access or use the Services if you have not acknowledged reading and agreed to abide by these Terms; (b) interfere, disrupt or attempt to gain unauthorized access to other accounts for the Services or any other computer network; (c) create user accounts by automated means or under fraudulent or false pretenses; (d) create or transmit unsolicited electronic communications such as spam to users or promote any products or services; (e) adapt, modify or reverse engineer any portion of the Services; (f) use any spider, robot, retrieval application, or any other device to retrieve any portion of the Services; (g) disseminate, store or transmit viruses, worms, Trojan horses or other malicious code or program; (h) violate any applicable federal, state, local or international law or regulation; (i) submit false or misleading information to  chaptr; (j) access the Services in order to build a similar or competitive service; or (k) engage in any other activity deemed by chaptr to be in conflict with the spirit of these Terms. You agree that you (and not chaptr) are responsible for ensuring that you comply with any applicable laws when you use the Services.

• 3.1. Provision of Products and Materials. In connection with your access to and use of the Services, you may provide samples, products, materials, or other goods to  chaptr (collectively, “Products”), and certain trade names, trademarks, service marks, logos, Product details, and content and information relating to you and/or your Product that you desire  chaptr to use in connection with the Services (together with the Products, the “Product Materials”).You may also provide images, photos, audio and video files, written content, and online product listings to be used by chaptr as part of the Services or in relation to your use of the Services (together with the Product Materials, the “Customer Materials”). You retain all right, title, and interest in and to your Customer Materials. By submitting Customer Materials, you unconditionally grant to chaptr a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, transferable right and license, with the right to sublicense through multiple levels of sublicensees, under all of your intellectual property rights in the Customer Materials, to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Customer Materials in connection with the performance of the Services and to improve and/or develop  chaptr’s product and service offerings.

• 3.2. Return of Products. If you request that  chaptr return any Products to you, you agree to pay chaptr for all shipping charges (including any customs fees or duties and chaptr’s then current per-Product handling fees) or provide a prepaid return shipping label. All shipping labels must be electronically provided and chaptr will only return the Product to you (and will not execute a return to the Product vendor on your behalf). Chaptr will not accept any physical return shipping labels provided with a Product. The Platform may list certain types of products that cannot be returned and are required to be disposed of, including, without limitation, aerosols, alcoholic beverages, hemp products, Products containing lithium batteries, tobacco products, etc. You further agree that  chaptr will have no liability for any delay, damage, or loss of such items in transit.

• 3.3. Disposal of Products. If you do not request that  chaptr return a Product, or if you fail to provide payment or a prepaid shipping label for return shipping within two (2) weeks following notice of the completion of the Shoot relating to such Product, then chaptr may either donate, dispose of, or continue to store (each, at  chaptr’s then-current rates for handling and storage) your Products and charge you for any associated costs or expenses. 
• 3.4. Title and Risk of Loss of Product; Release. At all times, you shall retain title and risk of loss or damage to your Products. In no event will chaptr be liable to you or any third party for any loss or damage to the Products, howsoever caused, and whether such loss or damage could have been prevented by chaptr. To the maximum extent permitted by law, you, on behalf of your affiliates, officers, directors, owners, employees, successors, heirs, and assigns (the “Releasing Parties”) hereby release the  chaptr Parties, from and against any and all claims, demands, actions, or proceedings relating to the Products or any loss or damage thereto. The Releasing Parties will forever refrain and forbear from commencing, instituting or prosecuting any lawsuit, action or other proceeding of any kind whatsoever, by way of action, defense, set-off, cross-complaint or counterclaim, against the chaptr Parties arising out of, or in connection with the Products or any loss or damage thereto.

• 3.5. Additional Product Related Fees. chaptr reserves the right to amend or increase fees charged to you for a Shoot upon receipt of a Product if the Product requires installation, construction, or other “white glove” type services, or if the Product requires special storage. Such fees shall be at chaptr’s sole discretion.  Chaptr shall provide notice to you of such additional fees and you may elect to pay such fees or request a return or disposal of the Product pursuant to these Terms.‍

• 4.1. Pricing. Pricing for the Services is described on the Platform and is subject to change without notice to you. You agree to pay chaptr in advance any applicable fees for the Services to be provided by chaptr under these Terms. All amounts owed by you will be provided via an order summary, which may be presented via email. Unless otherwise agreed to in writing by chaptr, fees are immediately due and payable, and all fees must be paid in full prior to chaptr delivering to you any Licensed Content (defined below). All fees will be paid in U.S. dollars. chaptr fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only U.S. (federal or state) taxes based solely on chaptr’s income.

• 4.2. Billing Information. You will provide chaptr with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information. All fees will be billed to such credit or debit card. If such information is false or fraudulent, chaptr reserves the right to terminate your use of, or access to, the Services in addition to seeking any other legal remedies.  chaptr is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by chaptr. Each charge will be considered valid unless disputed by you in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date. If  chaptr does not have a valid payment method on file for you, chaptr will notify you and if you do not update the payment method within five (5) days, chaptr may return your Products if you have provided an electronic return label, or dispose of the Products, without further notice or obligation to you.

• 4.3. Misuse of Draft Content. If you use any Draft Content in violation of these Terms, you agree to pay chaptr’s then-current fees for purchasing a license to all of the Draft Content provided to you by chaptr. You hereby authorize chaptr a to charge your credit card or debit card such licensing amounts. You understand that this remedy is in addition to any other remedy available to chaptr for your misuse of Draft Content, including claims for misappropriation of intellectual property rights.

• 5.1 Monthly Retainers. (a) Certain services may be offered on a subscription or per month basis. For a recurring fee, you may use certain editing, content storage, content creation and generation, content publishing, and e-commerce analytics services (collectively, the “Subscription Services”).  chaptr may add or remove services from the Subscription Services at any time.  chaptr may bill your designated payment method for all Subscription Services fees. All fees paid for Subscription Services are non-refundable. (b) Automatic Renewal. To the extent permitted by applicable law, subscriptions for Subscription Services automatically renew for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. To pause or cancel a subscription, email us at hello@chaptragency.com . Your changes will be applied to your next subscription period. Prior to your annual subscription renewing, you will receive an email to the email address associated with your Account informing you of the date that your subscription will be renewing. For monthly subscribers, you will receive an e-mail if your monthly subscription is renewing for a 12th month, and thereafter on an annual basis. By signing up for Subscription Services, you acknowledge that your purchase of the Subscription Services:

• (a) Is subject to automatic renewal.
• (b) Will continue until you cancel the subscription.
• (c) Is subject to automatic charges on your method of payment.

You may cancel your subscription at any time by going to the “Manage Plan” page or your “Account Settings” page, selecting the “Cancel Plan.” Alternatively, you may email hello@chaptragency.com to cancel your subscription. Notwithstanding any cancellation of a subscription, you will be responsible for all fees owed for the term of the subscription. 

• 6.1. You may select Draft Content that chaptr presents for licensing (all such licensed Draft Content shall be the “Licensed Content”). Subject to your compliance with these Terms and upon payment of all applicable fees, chaptr grants to you a non-exclusive, perpetual, worldwide, transferable, and sublicensable license to reproduce, distribute, publicly display, publicly perform, prepare derivative works of (including to translate, alter, and modify), and otherwise use the Licensed Content.‍

• 6.2. Except as to the limited license granted in Paragraph 7.1, all intellectual property rights, including without limitation copyrights, patents, trademarks, services marks, and trade secrets in the Platform, Services, Draft Content, and Licensed Content are owned by chaptr and its licensors. Copying, distributing, modifying, or creating derivative works of the Services or Draft Content, including of the Platform or Applications, without chaptr’s written permission is strictly prohibited. You must have a license from us before you can post or redistribute any Draft Content. Other than with respect to your Customer Materials, chaptr retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. For avoidance of doubt, chaptr will not license or otherwise distribute to unaffiliated third parties any Draft Content. Please note that Draft Content may be published in chaptr’s marketing materials and on the Platform and chaptr may use any and all Draft Content to improve and develop its service and product offerings. If you wish to restrict chaptr’s right to use any Draft Content for marketing purposes, you may elect to opt-out within your Account.

• 6.3. chaptr may, from time to time, make other Services available through the Platform, including image and video editing capabilities (“Media Editor”). You may use the Media Editor in accordance with these Terms to edit your Customer Materials that you upload, or that are Licensed Content. Without limiting your ownership rights in Customer Materials, all works created that are based on Licensed Content using the Media Editor shall be owned by chaptr, and shall be licensed to you as Licensed Content in accordance with Paragraph 7.1. If Customer creates any works using the Media Editor that are based on Customer Materials (that are not Licensed Content), all such derivative works shall be owned by Customer.

• 6.4. You may not modify the Services, reverse engineer, reverse compile, reverse assemble or do any other operation with the Services that would reveal any source code, trade secrets, know-how or other proprietary information, or otherwise copy or creative derivative works from the Platform or content therein. Nothing in these Terms shall be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Services.

As part of the Services, we offer 1GB of free digital storage for storage of any Customer Materials you upload to your Account and other content that is created by you in using the Services (the “Stored Content”). You may be entitled to additional storage if both parties agrees upon it. If at any point, you attempt to use more storage space than permitted by the plan you are signed up for, you will not be able to upload any additional content unless you delete enough of your Stored Content so that you are within the permitted storage space limit‍

Chaptr respects the privacy of its users. Chaptr collects, uses, and discloses information about you in accordance with the chaptr Privacy Policy (the “Privacy Policy”). You understand and agree that, notwithstanding any measures taken to prevent unauthorized disclosure, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to confidential information. Accordingly,  chaptr cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet.

EXCEPT AS SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. CHAPTR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FOR ANY PARTICULAR OUTCOME FOR YOU AS A RESULT OF PERFORMANCE OF THE SERVICES, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION GIVEN BY CHAPTR, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.

• 9.1  CHAPTR MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SERVICES WILL BE AVAILABLE, OR THAT DATA WILL BE SECURE FROM UNAUTHORIZED ACCESS.

Unless prohibited by state or federal laws to which you are subject, you will indemnify, defend (at chaptr’s option), and hold chaptr, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (a) your access to or use of the Services; (b) any Customer Materials (including chaptr’s receipt, storage, return, disposal, or donation of any Products), (c) your violation of these Terms or any terms or agreements to which you are subject with an App Store; or (d) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right (including by derivative works created from the Customer Materials or Licensed Content). chaptr reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify chaptr and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without  chaptr’s prior written consent. chaptr  will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

• 11.1. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL CHAPTR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF CHAPTR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SERVICES, FROM ANY CHANGES TO THE SERVICES OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CUSTOMER MATERIALS. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF ANY CUSTOMER MATERIALS.‍

• 11.2. IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH ANY OF THESE TERMS, OR FEEL CHAPTR HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. THE TOTAL LIABILITY OF CHAPTR TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IT IS THE INTENTION OF YOU AND CHAPTR THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.

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• 11.3. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS AND IN PARTICULAR WITHIN THIS “LIMITATION OF LIABILITY” CLAUSE SHALL ATTEMPT TO EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

You hereby release and forever discharge chaptr (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other users of the Service, or any Third Party Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

We control and operate the Services from our offices in Florida. We do not represent that the Services are appropriate or available for use in other locations outside of the United States. Persons who choose to access the Services from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Services. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission or transfer of any data or technical information in connection with your access to or use of the Services.

• 14.1. Modification. chaptr may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Platform or Services after the “Last Revised” date at the top of these Terms. Your continued access to or use of the Platform or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Platform or Services.

• 14.2 Applicable Law and Dispute Resolution. These Terms shall be governed by the laws of the State of Florida without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that chaptr has not adhered to these Terms, please contact us by e-mail at hello@chaptragency.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and chaptr are unable to reach a resolution to the dispute, you and chaptr will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Clermont, Florida office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND CHAPTR AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN CHAPTR AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND CHAPTR ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and chaptr otherwise agree in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred. Notwithstanding the foregoing, chaptr may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction. If you are subject to any state or federal law requiring that the laws of a different jurisdiction apply or that prohibit dispute resolution in the manner required in this Paragraph 16.2, then this Paragraph 16.2 shall be deemed revised to conform with such laws. You have a limited right to opt out of this arbitration obligation. If you are a new customer, you can opt out of this arbitration obligation within 30 days of first accepting these Terms. If you are an existing customer, you can opt out within 30 days after the Last Revised date of these Terms. To opt out, you must send a timely email to hello@chaptragency.com with your information and a request to opt out of these arbitration terms. If you validly opt out, you will not need to keep opting out when these Terms are updated, and your initial opt out request will continue to be honored.

• 14.3. Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and chaptr as a result of these Terms or use of the Services.  

• 14.4. Waiver. The failure of chaptr to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by chaptr in writing.

• 14.5. Construction. The headings of Paragraphs of these Terms are for convenience and are not to be used in interpretation.

• 14.6. Contact. chaptr is located in Clermont, Florida. Any questions, comments or suggestions, including any report of violation of these Terms should be provided chaptr as follows: ‍By E-mail hello@chaptragency.com Attn: Legal

• 14.7. Entire Agreement. These Terms constitute the entire agreement between you and chaptr with respect to the Services, superseding any prior agreements between you and chaptr. The failure of chaptr to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and chaptr nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect