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Terms of Service
Date of Last Revision: April 25, 2019
Peacoc inc. or Peacoc (collectively, “Peacoc inc,”“Peacoc,” “we,” “us,” “our”) provides an online booking, payment and matching marketplace that connects photographers and users requiring on-demand photography services (collectively, the “Services”)to you through its website located at www.peacoc.io (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”),subject to the following Terms of Service (as amended from time to time, the“Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we dothis, we will post the changes on this page and will indicate at the top ofthis page the date these terms were last revised. We will also notify you,either through the Services user interface, in an email notification or throughother reasonable means. Any such changes will become effective no earlier thanfourteen (14) days after they are posted, except that changes addressing newfunctions of the Services or changes made for legal reasons will be effectiveimmediately. Your continued use of the Service after the date any such changesbecome effective constitutes your acceptance of the new Terms of Service. PLEASE READ THESE TERMSOF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHERIMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOUSUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER(1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PEACOC ON AN INDIVIDUALBASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTIONOR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDINGMONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.In addition, when usingcertain services, you will be subject to any additional terms applicable tosuch services that may be posted on the Service from time to time, including,without limitation, the Privacy Policy located at www.peacoc.io/privacy. All such terms are hereby incorporated by reference into these Terms ofService.THE SITE INCLUDES ANONLINE MARKETPLACE THROUGH WHICH PHOTOGRAPHERS (DEFINED BELOW) MAY OFFERPHOTOGRAPHY SERVICES (DEFINED BELOW) AND SUBJECTS (DEFINED BELOW) MAY BOOK SUCHPHOTOGRAPHY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT: (1) PEACOC IS NOT A PARTYTO ANY AGREEMENTS ENTERED INTO BETWEEN PHOTOGRAPHERS AND SUBJECTS, (2) PEACOCONLY PROVIDES MATCHING AND PAYMENT PROCESSING SERVICES, (3) SUBJECTS CONTRACTFOR PHOTOGRAPHY SERVICES DIRECTLY WITH PHOTOGRAPHERS (4) PEACOC IS NOT ABROKER, AGENT (EXCEPT AS EXPRESSLY SET FORTH BELOW) OR INSURER, AND (5) PEACOCHAS NO CONTROL OVER THE CONDUCT OF PHOTOGRAPHERS, SUBJECTS, OR ANY OTHER USERSOF THE SITE OR PHOTOGRAPHY SERVICES, AND PEACOC DISCLAIMS ALL LIABILITY IN THISREGARD. DIFFERENT SECTIONS OF THE SITE AND TERMS OF SERVICE AFFECTPHOTOGRAPHERS AND SUBJECTS DIFFERENTLY, SO PLEASE BE SURE TO READ THESE TERMSCAREFULLY.Key Terms“User” “you”or “your” means a person, organization or entity using the Services,including Subjects and Photographers.“Subject” means aperson who completes Peacoc’s account registration process to book aPhotographer or “Photographer”means a photographer who can provide the photography services sought and who isaccepted by Peacoc on the Site.“Photography Services” means photography-related services provided by Photographers. Access and Use of the ServiceServicesAs stated above, Peacoc’sServices make available a marketplace with related technology for Subjects andPhotographers to arrange for the matching of a Subject with a Photographer andbooking of Photography Services. Peacoc itself does not provide anyphotography-related services. Peacoc's responsibilities are limited to: (i)facilitating the availability of the Site, and (ii) serving as the limitedagent of each Photographer for the purpose of accepting payments from a Subjecton behalf of the Photographer. There are risks that you assume whendealing with other Users (including those who may be acting under falsepretenses). You agree that all of these risks are borne by you, and not Peacoc.Peacoc does not control the behavior of Users or the quality of the PhotographyServices. As a result, Peacoc does not guarantee or endorse the authenticity,quality, safety, or legality of the Photography Services.YourRegistration ObligationsYou may be required toregister with Peacoc in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide andmaintain true, accurate, current and complete information about yourself asprompted by the Service’s registration form. Registration data andcertain other information about you are governed by our Privacy Policy. If youare under 13 years of age, you are not authorized to use the Service, with orwithout registering. In addition, if you are under 18 years old, you mayuse the Service, with or without registering, only with the approval of yourparent or guardian.UserAccount, Password and SecurityYou are responsible formaintaining the confidentiality of your password and account, if any, and arefully responsible for any and all activities that occur under your password oraccount. You agree to (a) immediately notify Peacoc of any unauthorized use ofyour password or account or any other breach of security, and (b) ensure thatyou exit from your account at the end of each session when accessing theService. Peacoc will not be liable for any loss or damage arising from yourfailure to comply with this Section.Modificationsto ServicePeacoc reserves the rightto modify or discontinue, temporarily or permanently, the Service (or any partthereof) with or without notice. You agree that Peacoc will not be liable toyou or to any third party for any modification, suspension or discontinuance ofthe Service.GeneralPractices Regarding Use and StorageYou acknowledge thatCompany may establish general practices and limits concerning use of theService, including without limitation the maximum period of time that data orother content will be retained by the Service and the maximum storage spacethat will be allotted on Company’s servers on your behalf. You agree thatCompany has no responsibility or liability for the deletion or failure to storeany data or other content maintained or uploaded by the Service. Youacknowledge that Company reserves the right to terminate accounts that areinactive for an extended period of time. You further acknowledge that Companyreserves the right to change these general practices and limits at any time, inits sole discretion, with or without notice.MobileServicesThe Service includescertain services that are available via a mobile device, including (i) theability to upload content to the Service via a mobile device, (ii) the abilityto browse the Service and the Site from a mobile device and (iii) the abilityto access certain features through an application downloaded and installed on amobile device (collectively, the “Mobile Services”). To the extent you accessthe Service through a mobile device, your wireless service carrier’s standardcharges, data rates and other fees may apply. In addition, downloading,installing, or using certain Mobile Services may be prohibited or restricted byyour carrier, and not all Mobile Services may work with all carriers ordevices. By using the Mobile Services, you agree that we may communicate withyou regarding Peacoc and other entities by SMS, MMS, text message or otherelectronic means to your mobile device and that certain information about yourusage of the Mobile Services may be communicated to us. In the event youchange or deactivate your mobile telephone number, you agree to promptly updateyour Peacoc account information to ensure that your messages are not sent tothe person that acquires your old number.MatchingPeacoc endeavors to matcha Subject with the most suitable Photographer(s) based on information providedby the Subject. A number of Photographers may be presented as options toa Subject as part of the matching process, in which case it is the Subject’sresponsibility to make the final choice as to which Photographer providesPhotography Services. A Subject will be able to book the PhotographyServices though the Site (“Booking”). However, even when a Photographeris matched with or chosen by a Subject for a Booking, Peacoc reserves the rightto change which Photographer actually provides the Photography Services for aparticular Booking, in its sole discretion. Peacoc will endeavor tonotify the Subject of any such changes in advance. Non-CircumventionAs Photographer, youacknowledge and agree that a substantial portion of the compensation Peacocreceives for making the Site available to you is collected through the PeacocFee described in Payment Terms. Peacoc only receives this Feewhen a Subject and a Photographer pay and receive payment through the Site. Therefore, for 12 months from the time you identify or are identified byany party through the Site (the “Non-Circumvention Period”), you must use theSite as your exclusive method to request, make, and receive all payments forwork directly or indirectly with that party or arising out of your relationshipwith that party. You may opt-out of this obligation with respect to eachSubject-Photographer relationship only if Subject or prospective Subject orPhotographer pays Peacoc for each such relationship by paying an “Opt-Out Fee”of $5,000 USD.To pay the Opt-Out Fee,you must request instructions by sending an email message to support@Peacoc.io.Except if you pay theOpt-Out Fee, you agree not to circumvent the Payment Terms offeredby the Site.By way of illustrationand not in limitation of the foregoing, you must not:• Submit proposals orsolicit parties identified through the Site to contact, hire, work with, or payoutside the Site.• Accept proposals orsolicit parties identified through the Site to contact, provide services,invoice, or receive payment outside the Site.You agree to notify Peacocimmediately if another User improperly contacts you or suggests making orreceiving payments outside of the Site.Certain Photographer ObligationsAs a Photographer, youmust provide Peacoc with any information requested in order for Peacoc to matchyou to a Subject, such as information on your background, experience andskills, sample photos taken by you, contact details and your headshot. You mustalso provide Peacoc with up to date, complete and accurate informationregarding the days and times you are available to complete Bookings and mustensure that this information remains accurate and current at all times. Once you are matched with a Subject you have the right to turn down thejob, but Peacoc has sole discretion to determine if such refusal will harm yourability to be matched in the future. Peacoc may also request that you submit aportfolio of previous works. Peacoc has sole discretion as to whichphotographers are accepted into the marketplace and we reserve the right toreject any potential Photographer and remove any Photographer from themarketplace for any reason. Peacoc may, but is not required to, conductbackground checks on Photographers.EACH PHOTOGRAPHER ISSOLELY RESPONSIBLE FOR OBTAINING ALL PERMITS, LICENSES AND OTHER PERMISSIONSREQUIRED TO OFFER OR PROVIDE ANY PHOTOGRAPHY SERVICES OR OTHERPHOTOGRAPHER-PROVIDED SERVICES AND PEACOC ASSUMES NO RESPONSIBILITY FOR APHOTOGRAPHER'S FAILURE TO OBTAIN SUCH PERMITS, LICENSES OR PERMISSIONS OROTHERWISE COMPLY WITH ANY APPLICABLE LAWS, RULES OR REGULATIONS.You understand and agreethat Peacoc is neither an insurer nor a contracting agent or employer for youas a Photographer. If a Subject purchases any of your Photography Services, anyagreement you enter into with such Subject is between you and the Subject and Peacocis not a party thereto. Notwithstanding the foregoing, Peacoc serves as yourlimited authorized agent for the purpose of accepting payments from Subjects onyour behalf and Peacoc is responsible for transmitting your portion suchpayments to you. You acknowledge and agree that, as a Photographer, you areresponsible for your own acts and omissions. Each Photographerunderstands the fact that Peacoc does not offer any medical coverage for bodilyharm or injury that may result from providing the Photography Services. Peacocwill not reimburse for any medical bills, transportation or loss of wages as aresult of the injury or for any accommodations.Payment TermsGeneralEach Subject agrees topay all applicable fees for Photography Services and fees for any digitaldownloads or prints purchased either through a package or after the completionof the Photography Services (“Purchased Prints”) as set forth on the Site(collectively, “Photographer Fees”). All Photographer Fees are payablein the currency specified on the Site at the time of Booking. If aSubject requests amended Photography Services, including but not limited tochanges to the time, location or type of Photography Services provided(“Variation”), a change fee may be charged. All change fees are payablebefore any Variations will be accepted and performed. You shall be responsiblefor all taxes associated with the Services other than U.S. taxes based onCompany’s net income.Except as otherwiseexpressly set forth herein or as expressly approved by Peacoc in writing in itssole discretion, all payments made are final and non-refundable and the Subjectshall not have the right to cancel its purchase for any reason. If you make apayment by credit card or other payment instrument, you represent and warrantto Company that such information is true and that you are authorized to usesuch payment instrument. You will promptly update your accountinformation with any changes (for example, a change in your billing address orcredit card expiration date) that may occur. You agree to pay Company theamount that is specified on the Site for Photographer Fees and in accordancewith the terms of such fees and purchases and this Terms of Service.PhotographerPaymentPeacoc will facilitatebi-monthly payment to a Photographer’s nominated bank account thetotal Photographer Fees accrued for the Photography Services provided to aSubject by such Photographer during the preceding payment period, less the feepayable to Peacoc for referring the Subject(s) to such Photographer as setforth in terms provided to Photographers at the time of their onboarding (“PeacocFee”). Peacoc has sole discretion to act on behalf of the Subject, and tonot pay Photographer Fees, if the Subject reports that the Photography Serviceswere not provided or adequately completed. This may include but is not limitedto circumstances where a Photographer did not arrive for a Booking or photoswere of insufficient quality for use. Peacoc will independently review suchcases, seeking input from the Subject and/or the Photographer in its solediscretion, and may decide at its sole discretion to issue a refund to theSubject.LimitedPayment Collections AgentEach Photographerappoints Peacoc as the Photographer’s limited payment collection agent solelyfor the purpose of accepting the Photographer Fees from the Subject. EachUser agrees that payment of Photographer Fees in respect of a Photographer by aSubject to Peacoc, as that Photographer’s limited payment collection agent,shall be considered the same as a payment made directly by that Subject to therelevant Photographer and the Photographer will provide the relevantPhotographer Services to the Subject, as outlined on the Site, as if thePhotographer had received payment directly. Peacoc, as limited paymentcollection agent for the Photographer, agrees to facilitate the payment of anyPhotographer Fees for Photography Services provided, on a bimonthly basis unlessotherwise agreed between Peacoc and the Photographer. In the event that Peacocdoes not remit such amounts, the Photographer will have recourse only against Peacoc.Conditions of UseUserConductYou are solelyresponsible for all code, video, images, information, data, text, software,music, sound, photographs, graphics, messages or other materials (“content”)that you upload, post, publish or display (hereinafter, “upload”) or email orotherwise use via the Service. The following are examples of the kind ofcontent and/or use that is illegal or prohibited by Peacoc. Peacocreserves the right to investigate and take appropriate legal action againstanyone who, in Peacoc’s sole discretion, violates this provision, includingwithout limitation, removing the offending content from the Service, suspendingor terminating the account of such violators and reporting you to the lawenforcement authorities. You agree to not use the Service to:a) email or otherwiseupload any content that (i) infringes any intellectual property or otherproprietary rights of any party; (ii) you do not have a right to upload underany law or under contractual or fiduciary relationships; (iii) containssoftware viruses or any other computer code, files or programs designed tointerrupt, destroy or limit the functionality of any computer software orhardware or telecommunications equipment; (iv) poses or creates a privacy orsecurity risk to any person; (v) constitutes unsolicited or unauthorizedadvertising, promotional materials, commercial activities and/or sales, “junkmail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,”or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive,harassing, tortious, excessively violent, defamatory, vulgar, obscene,pornographic, libelous, invasive of another’s privacy, hateful racially,ethnically or otherwise objectionable; or (vii) in the sole judgment of Peacoc,is objectionable or which restricts or inhibits any other person from using orenjoying the Service, or which may expose Peacoc or its users to any harm orliability of any type;b) interfere with ordisrupt the Service or servers or networks connected to the Service, or disobeyany requirements, procedures, policies or regulations of networks connected tothe Service; orc) violate any applicablelocal, state, national or international law, or any regulations having theforce of law;d) impersonate any personor entity, or falsely state or otherwise misrepresent your affiliation with aperson or entity;e) solicit personalinformation from anyone under the age of 18;f) harvest or collectemail addresses or other contact information of other users from the Service byelectronic or other means for the purposes of sending unsolicited emails orother unsolicited communications;g) advertise or offer tosell or buy any goods or services for any business purpose that is notspecifically authorized;h) further or promote anycriminal activity or enterprise or provide instructional information aboutillegal activities; ori) obtain or attempt toaccess or otherwise obtain any materials or information through any means notintentionally made available or provided for through the Service.SpecialNotice for International Use; Export ControlsSoftware (defined below)available in connection with the Service and the transmission of applicabledata, if any, is subject to United States export controls. No Softwaremay be downloaded from the Service or otherwise exported or re-exported inviolation of U.S. export laws. Downloading or using the Software is atyour sole risk. Recognizing the global nature of the Internet, you agreeto comply with all local rules and laws regarding your use of the Service,including as it concerns online conduct and acceptable content. CommercialUseUnless otherwiseexpressly authorized herein or in the Service, you agree not to display,distribute, license, perform, publish, reproduce, duplicate, copy, create derivativeworks from, modify, sell, resell, exploit, transfer or upload for anycommercial purposes, any portion of the Service, use of the Service, or accessto the Service. Apple-Enabled Software ApplicationsPeacoc offers Softwareapplications that are intended to be operated in connection with products madecommercially available by Apple Inc. (“Apple”), among other platforms. With respect to Software that is made available for your use inconnection with an Apple-branded product (such Software, “Apple-EnabledSoftware”), in addition to the other terms and conditions set forth in theseTerms of Service, the following terms and conditions apply:• Peacoc and youacknowledge that these Terms of Service are concluded between Peacoc and youonly, and not with Apple, and that as between Peacoc and Apple, Peacoc, notApple, is solely responsible for the Apple-Enabled Software and the contentthereof.• You may not use theApple-Enabled Software in any manner that is in violation of or inconsistentwith the Usage Rules set forth for Apple-Enabled Software in, or otherwise bein conflict with, the App Store Terms of Service.• Your license to use theApple-Enabled Software is limited to a non-transferable license to use theApple-Enabled Software on an iOS Product that you own or control, as permittedby the Usage Rules set forth in the App Store Terms of Service.• Apple has no obligationwhatsoever to provide any maintenance or support services with respect to theApple-Enabled Software.• Apple is not responsiblefor any product warranties, whether express or implied by law. In the event ofany failure of the Apple-Enabled Software to conform to any applicablewarranty, you may notify Apple, and Apple will refund the purchase price forthe Apple-Enabled Software to you, if any; and, to the maximum extent permittedby applicable law, Apple will have no other warranty obligation whatsoever withrespect to the Apple-Enabled Software, or any other claims, losses,liabilities, damages, costs or expenses attributable to any failure to conformto any warranty, which will be Peacoc’s sole responsibility, to the extent itcannot be disclaimed under applicable law.• Peacoc and youacknowledge that Peacoc, not Apple, is responsible for addressing any claims ofyou or any third party relating to the Apple-Enabled Software or yourpossession and/or use of that Apple-Enabled Software, including, but notlimited to: (i) product liability claims; (ii) any claim that the Apple-EnabledSoftware fails to conform to any applicable legal or regulatory requirement;and (iii) claims arising under consumer protection or similar legislation. • In the event of anythird party claim that the Apple-Enabled Software or the end-user’s possessionand use of that Apple-Enabled Software infringes that third party’sintellectual property rights, as between Peacoc and Apple, Peacoc, not Apple,will be solely responsible for the investigation, defense, settlement anddischarge of any such intellectual property infringement claim.• You represent andwarrant that (i) you are not located in a country that is subject to a U.S.Government embargo, or that has been designated by the U.S. Government as a“terrorist supporting” country; and (ii) you are not listed on any U.S.Government list of prohibited or restricted parties.• If you have anyquestions, complaints or claims with respect to the Apple-Enabled Software,they should be directed to Peacoc at support@Peacoc.ioPeacoc and youacknowledge and agree that Apple, and Apple’s subsidiaries, are third partybeneficiaries of these Terms of Service with respect to the Apple-EnabledSoftware, and that, upon your acceptance of the terms and conditions of theseTerms of Service, Apple will have the right (and will be deemed to haveaccepted the right) to enforce these Terms of Service against you with respectto the Apple-Enabled Software as a third party beneficiary thereof.Intellectual Property RightsServiceContent, Software and TrademarksYou acknowledge and agreethat the Service may contain content or features (“Service Content”) that areprotected by copyright, patent, trademark, trade secret or other proprietaryrights and laws. Except as expressly authorized by Peacoc, you agree notto modify, copy, frame, scrape, rent, lease, loan, sell, distribute or createderivative works based on the Service or the Service Content, in whole or inpart, except that the foregoing does not apply to your own User Content (asdefined below) that you legally upload to the Service. In connection withyour use of the Service you will not engage in or use any data mining, robots,scraping or similar data gathering or extraction methods. If you areblocked by Peacoc from accessing the Service (including by blocking your IPaddress), you agree not to implement any measures to circumvent such blocking(e.g., by masking your IP address or using a proxy IP address). Any useof the Service or the Service Content other than as specifically authorizedherein is strictly prohibited. The technology and software underlying theService or distributed in connection therewith are the property of Peacoc, ouraffiliates and our partners (the “Software”). You agree not to copy,modify, create a derivative work of, reverse engineer, reverse assemble orotherwise attempt to discover any source code, sell, assign, sublicense, orotherwise transfer any right in the Software. Any rights not expresslygranted herein are reserved by Peacoc.The Peacoc name and logosare trademarks and service marks of Peacoc (collectively the “PeacocTrademarks”). Other Peacoc product and service names and logos used anddisplayed via the Service may be trademarks or service marks of theirrespective owners who may or may not endorse or be affiliated with or connectedto Peacoc. Nothing in this Terms of Service or the Service should be construedas granting, by implication, estoppel, or otherwise, any license or right touse any of Peacoc Trademarks displayed on the Service, without our prior writtenpermission in each instance. All goodwill generated from the use of PeacocTrademarks will inure to our exclusive benefit.PhotographyServicesPhotographers assignPhotograph IP (defined below) in the Photograph Content (defined below) createdfor a particular Booking and Subject, to Peacoc. Once the Booking transactionis complete, Peacoc transfers the Photograph IP in Purchased Prints to theSubject to facilitate a seamless transaction between a Photographer and aSubject. Photographer acknowledges and agrees that the photographs,digital negatives, camera RAW files, other original data files pertaining tothe photos and images produced as a result of the Photography Services for aSubject as a result of a Booking (“Photograph Content”) contain content orfeatures that are protected by copyright, trademark, trade secret or otherproprietary rights and laws (“Photograph IP”). Photographer herebyassigns (and agrees to assign) all Photograph Content and the Photograph IP andall related intellectual property and proprietary rights to Peacoc.Photographer shall further assist Peacoc, at Peacoc’s expense, to furtherevidence, record and perfect such assignments, and to perfect, obtain,maintain, enforce, and defend any rights specified to be so owned or assigned. Upon full receipt of all applicable Photographer Fees, Peacoc agrees toassign, transfer and convey to the Subject the Photograph Content andassociated Photograph IP contained in Purchased Prints. For clarity,Photograph Content and associated Photograph IP that is not purchased bySubject remains the property of Peacoc. Subjects hereby grant Peacoca nonexclusive, worldwide, royalty free, fully paid up, transferable,sublicensable, perpetual, irrevocable license to use, copy, display anddistribute the Photograph Content and associated Photograph IP for marketingand advertising purposes. Peacoc will inform Subjects if it intends to usephotos in this way, to provide an opportunity for any reasonable objections tobe taken into account. Photographers may request that Peacoc provide alimited intellectual property license for the purpose of using photos in thePhotographer’s portfolio of work or for other purposes by seeking prior writtenconsent from both Peacoc and the relevant Subject.ThirdParty MaterialUnder no circumstanceswill Peacoc be liable in any way for any content or materials of any thirdparties (including users), including, but not limited to, for any errors oromissions in any content, or for any loss or damage of any kind incurred as aresult of the use of any such content. You acknowledge that Peacoc doesnot pre-screen content, but that Peacoc and its designees will have the right(but not the obligation) in their sole discretion to refuse or remove anycontent that is available via the Service. Without limiting the foregoing, Peacocand its designees will have the right to remove any content that violates theseTerms of Service or is deemed by Peacoc, in its sole discretion, to beotherwise objectionable. You agree that you must evaluate, and bear all risksassociated with, the use of any content, including any reliance on theaccuracy, completeness, or usefulness of such content.UserContent Transmitted Through the ServiceWith respect to thecontent or other materials you upload through the Service or share with otherusers or recipients (collectively, “User Content”), you represent and warrantthat you own all right, title and interest in and to such User Content,including, without limitation, all copyrights and rights of publicity containedtherein. By uploading any User Content you hereby grant and will grant Peacocand its affiliated companies a nonexclusive, worldwide, royalty free, fullypaid up, transferable, sublicensable, perpetual, irrevocable license to copy,display, upload, perform, distribute, store, modify and otherwise use your UserContent in connection with the operation of the Service or the promotion,advertising or marketing thereof, in any form, medium or technology now knownor later developed. Subjects may rate aPhotographer and their Photography Services (“Photographer Rating”), andPhotographers may rate a Subject (“Subject Rating”),in each case using themultidimensional rating system provided on the Site (collectively, “Rating”).Subjects may also provide written feedback to Peacoc regarding Photographersand their Photography Services purchased by such Subject (“Review”). Youmay only leave a Rating or submit a Review once the Photography Services havebeen provided for the relevant Booking. Peacoc can remove a Rating at anytime, in its sole discretion. A Subject must provide true, fair andaccurate information in their Review.You acknowledge and agreethat any Rating, Review, questions, comments, suggestions, ideas, feedback orother information about the Service (“Submissions”), provided by you to Peacocare non-confidential and Peacoc will be entitled to the unrestricted use anddissemination of these Submissions for any purpose, commercial or otherwise,without acknowledgment or compensation to you. Peacoc’s rights to suchSubmissions includes, but is not limited to, creating an aggregate rating fromthe Ratings it receives and showing Users such aggregated ratings. You acknowledge and agreethat Peacoc may preserve content and may also disclose content if required todo so by law or in the good faith belief that such preservation or disclosureis reasonably necessary to: (a) comply with legal process, applicable laws orgovernment requests; (b) enforce these Terms of Service; (c) respond to claimsthat any content violates the rights of third parties; or (d) protect the rights,property, or personal safety of Peacoc, its users and the public. Youunderstand that the technical processing and transmission of the Service,including your content, may involve (a) transmissions over various networks;and (b) changes to conform and adapt to technical requirements of connectingnetworks or devices.CopyrightComplaintsPeacoc respects theintellectual property of others, and we ask our users to do the same. Ifyou believe that your work has been copied in a way that constitutes copyrightinfringement, or that your intellectual property rights have been otherwiseviolated, you should notify Peacoc of your infringement claim in accordancewith the procedure set forth below.Peacoc will process andinvestigate notices of alleged infringement and will take appropriate actionsunder the Digital Millennium Copyright Act (“DMCA”) and other applicableintellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Peacoc’sCopyright Agent at copyright@Peacoc.io (Subject line: “DMCA Takedown Request”). You may also contact us by mail or facsimile at: 101 California Street,Suite 2710, San Francsisco, CA, 94111, United States.To be effective, the notificationmust be in writing and contain the following information:• an electronic orphysical signature of the person authorized to act on behalf of the owner ofthe copyright or other intellectual property interest;• a description of thecopyrighted work or other intellectual property that you claim has beeninfringed;• a description of wherethe material that you claim is infringing is located on the Service, withenough detail that we may find it on the Service;• your address, telephonenumber, and email address;• a statement by you thatyou have a good faith belief that the disputed use is not authorized by thecopyright or intellectual property owner, its agent, or the law;• a statement by you,made under penalty of perjury, that the above information in your Notice isaccurate and that you are the copyright or intellectual property owner orauthorized to act on the copyright or intellectual property owner’s behalf.Counter-NoticeIf you believe that yourUser Content that was removed (or to which access was disabled) is notinfringing, or that you have the authorization from the copyright owner, thecopyright owner’s agent, or pursuant to the law, to upload and use the contentin your User Content, you may send a written counter-notice containing thefollowing information to the Copyright Agent:• your physical orelectronic signature;• identification of thecontent that has been removed or to which access has been disabled and thelocation at which the content appeared before it was removed or disabled;• a statement that youhave a good faith belief that the content was removed or disabled as a resultof mistake or a misidentification of the content; and• your name, address,telephone number, and email address, a statement that you consent to thejurisdiction of the federal court located within Northern District ofCalifornia and a statement that you will accept service of process from theperson who provided notification of the alleged infringement.If a counter-notice isreceived by the Copyright Agent, Peacoc will send a copy of the counter-noticeto the original complaining party informing that person that it may replace theremoved content or cease disabling it in 10 business days. Unless the copyrightowner files an action seeking a court order against the content provider,member or user, the removed content may be replaced, or access to it restored,in 10 to 14 business days or more after receipt of the counter-notice, at oursole discretion.RepeatInfringer PolicyIn accordance with theDMCA and other applicable law, Peacoc has adopted a policy of terminating, inappropriate circumstances and at Peacoc's sole discretion, users who are deemedto be repeat infringers. Peacoc may also at its sole discretion limitaccess to the Service and/or terminate the memberships of any users whoinfringe any intellectual property rights of others, whether or not there isany repeat infringement.Third Party WebsitesThe Service may provide,or third parties may provide, links or other access to other sites andresources on the Internet. Peacoc has no control over such sites and resourcesand Peacoc is not responsible for and does not endorse such sites andresources. You further acknowledge and agree that Peacoc will not beresponsible or liable, directly or indirectly, for any damage or loss caused oralleged to be caused by or in connection with use of or reliance on anycontent, events, goods or services available on or through any such site orresource. Any dealings you have with third parties found while using theService are between you and the third party, and you agree that Peacoc is notliable for any loss or claim that you may have against any such third party.Social Networking ServicesYou may enable or log into the Service via various online third party services, such as social mediaand social networking services like Facebook or Twitter (“Social NetworkingServices”). By logging in or directly integrating these Social NetworkingServices into the Service, we make your online experiences richer and morepersonalized. To take advantage of this feature and capabilities, we may askyou to authenticate, register for or log into Social Networking Services on thewebsites of their respective providers. As part of such integration, the SocialNetworking Services will provide us with access to certain information that youhave provided to such Social Networking Services, and we will use, store anddisclose such information in accordance with our Privacy Policy. For moreinformation about the implications of activating these Social NetworkingServices and Peacoc’s use, storage and disclosure of information related to youand your use of such services within Peacoc (including your friend lists andthe like), please see our Privacy Policy at www.Peacoc.io/privacy. However,please remember that the manner in which Social Networking Services use, storeand disclose your information is governed solely by the policies of such thirdparties, and Peacoc shall have no liability or responsibility for the privacypractices or other actions of any third party site or service that may beenabled within the Service.In addition, Peacoc isnot responsible for the accuracy, availability or reliability of anyinformation, content, goods, data, opinions, advice or statements madeavailable in connection with Social Networking Services. As such, Peacoc is notliable for any damage or loss caused or alleged to be caused by or inconnection with use of or reliance on any such Social Networking Services. Peacocenables these features merely as a convenience and the integration or inclusionof such features does not imply an endorsement or recommendation.Indemnity and ReleaseYou agree to release,indemnify and hold Peacoc and its affiliates and their officers, employees,directors and agents (collectively, “Indemnitees”) harmless from any from anyand all losses, damages, expenses, including reasonable attorneys’ fees,rights, claims, actions of any kind and injury (including death) arising out ofor relating to your use of the Service, any User Content, your connection tothe Service, your violation of these Terms of Service or your violation of anyrights of another. Notwithstanding the foregoing, you will have no obligationto indemnify or hold harmless any Indemnitee from or against any liability,losses, damages or expenses incurred as a result of any action or inaction ofsuch Indemnitee. If you are a California resident, you waive California CivilCode Section 1542, which says: “A general release does not extend to claimswhich the creditor does not know or suspect to exist in his favor at the time ofexecuting the release, which if known by him must have materially affected hissettlement with the debtor.” If you are a resident of another jurisdiction, youwaive any comparable statute or doctrine.Disclaimer of WarrantiesYOUR USE OF THE SERVICEIS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS. PEACOC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.PEACOC MAKES NO WARRANTYTHAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BEUNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BEOBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THEQUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OROBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.Limitation of LiabilityYOU EXPRESSLY UNDERSTANDAND AGREE THAT PEACOC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUTNOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLELOSSES (EVEN IF PEACOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COSTOF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA,INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED ORTRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZEDACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS ORCONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TOTHE SERVICE. IN NO EVENT WILL PEACOC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES,LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID PEACOC IN THE LASTSIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).SOME JURISDICTIONS DO NOTALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OREXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY,SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BEENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OFTHE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY ISTO DISCONTINUE USE OF THE SERVICE.IF YOU ARE A USER FROMNEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND“LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTEDUNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESESECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THEINVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAININGPORTIONS OF THE APPLICABLE SECTIONS.Dispute Resolution By Binding ArbitrationPLEASE READ THIS SECTIONCAREFULLY AS IT AFFECTS YOUR RIGHTS.a.Agreement to ArbitrateThis Dispute Resolutionby Binding Arbitration section is referred to in this Terms of Service as the“Arbitration Agreement.” You agree that any and all disputes or claimsthat have arisen or may arise between you and Peacoc, whether arising out of orrelating to this Terms of Service (including any alleged breach thereof), theServices, any advertising, any aspect of the relationship or transactionsbetween us, shall be resolved exclusively through final and binding arbitration,rather than a court, in accordance with the terms of this ArbitrationAgreement, except that you may assert individual claims in small claims court,if your claims qualify. Further, this Arbitration Agreement does notpreclude you from bringing issues to the attention of federal, state, or localagencies, and such agencies can, if the law allows, seek relief against us onyour behalf. You agree that, by entering into this Terms of Service, youand Peacoc are each waiving the right to a trial by jury or to participate in aclass action. Your rights will be determined by a neutral arbitrator, nota judge or jury. The Federal Arbitration Act governs the interpretationand enforcement of this Arbitration Agreement.b.Prohibition of Class and Representative Actions and Non-Individualized ReliefYOU AND PEACOC AGREE THATEACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS ANDNOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVEACTION OR PROCEEDING. UNLESS BOTH YOU AND PEACOC AGREE OTHERWISE, THEARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMSAND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE,OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDINGMONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUALPARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEFNECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). To the extent a court orthe arbitrator determines that this class action waiver is invalid, for anyreason, it shall not be severable from this Terms and the class or collectiveclaims will be considered excluded claims that must be litigated in a civilcourt of competent jurisdiction Notwithstanding any other clause contained inthis arbitration provision, any claim that all or part of the class actionwaiver is invalid, unenforceable void or voidable may be determined only by acourt of competent jurisdiction and not by an arbitrator. The classaction waiver shall be severable when a dispute is filed as an individualaction and severance is necessary to ensure that the individual action proceedsin arbitration.c.Pre-Arbitration Dispute ResolutionPeacoc is alwaysinterested in resolving disputes amicably and efficiently, and most customerconcerns can be resolved quickly and to the customer’s satisfaction by emailingcustomer support at support@Peacoc.io If such efforts prove unsuccessful,a party who intends to seek arbitration must first send to the other, bycertified mail, a written Notice of Dispute (“Notice”). The Notice to Peacocshould be sent to: 101 California Street, Suite 2710, San Francsisco, CA,94111, United States (“Notice Address”). The Notice must (i) describe thenature and basis of the claim or dispute and (ii) set forth the specific reliefsought. If Peacoc and you do not resolve the claim within sixty (60)calendar days after the Notice is received, you or Peacoc may commence anarbitration proceeding. During the arbitration, the amount of anysettlement offer made by Peacoc or you shall not be disclosed to the arbitratoruntil after the arbitrator determines the amount, if any, to which you or Peacocis entitled.d.Arbitration ProceduresArbitration will beconducted by a neutral arbitrator in accordance with the American ArbitrationAssociation’s (“AAA”) rules and procedures, including the AAA’s SupplementaryProcedures for Consumer-Related Disputes (collectively, the “AAA Rules”), asmodified by this Arbitration Agreement. For information on the AAA,please visit its website, http://www.adr.org. Information about the AAARules and fees for consumer disputes can be found at the AAA’s consumerarbitration page, http://www.adr.org/consumer_arbitration. If there isany inconsistency between any term of the AAA Rules and any term of thisArbitration Agreement, the applicable terms of this Arbitration Agreement willcontrol unless the arbitrator determines that the application of theinconsistent Arbitration Agreement terms would not result in a fundamentallyfair arbitration. The arbitrator must also follow the provisions of theseTerms of Service as a court would. All issues are for the arbitrator todecide, including, but not limited to, issues relating to the scope,enforceability, and arbitrability of this Arbitration Agreement. Althougharbitration proceedings are usually simpler and more streamlined than trialsand other judicial proceedings, the arbitrator can award the same damages andrelief on an individual basis that a court can award to an individual under theTerms of Service and applicable law. Decisions by the arbitrator areenforceable in court and may be overturned by a court only for very limitedreasons.Unless Peacoc and youagree otherwise, any arbitration hearings will take place in a reasonablyconvenient location for both parties with due consideration of their ability totravel and other pertinent circumstances. If the parties are unable toagree on a location, the determination shall be made by AAA. If yourclaim is for $10,000 or less, Peacoc agrees that you may choose whether thearbitration will be conducted solely on the basis of documents submitted to thearbitrator, through a telephonic hearing, or by an in-person hearing asestablished by the AAA Rules. If your claim exceeds $10,000, the right toa hearing will be determined by the AAA Rules. Regardless of the mannerin which the arbitration is conducted, the arbitrator shall issue a reasonedwritten decision sufficient to explain the essential findings and conclusionson which the award is based.e.Costs of ArbitrationPayment of all filing,administration, and arbitrator fees (collectively, the “Arbitration Fees”) willbe governed by the AAA Rules, unless otherwise provided in this ArbitrationAgreement. If the value of the relief sought is $75,000 or less, at yourrequest, Peacoc will pay all Arbitration Fees. If the value of reliefsought is more than $75,000 and you are able to demonstrate to the arbitratorthat you are economically unable to pay your portion of the Arbitration Fees orif the arbitrator otherwise determines for any reason that you should not berequired to pay your portion of the Arbitration Fees, Peacoc will pay yourportion of such fees. In addition, if you demonstrate to the arbitratorthat the costs of arbitration will be prohibitive as compared to the costs oflitigation, Peacoc will pay as much of the Arbitration Fees as the arbitratordeems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.f.ConfidentialityAll aspects of thearbitration proceeding, and any ruling, decision, or award by the arbitrator,will be strictly confidential for the benefit of all parties.g.SeverabilityIf a court or thearbitrator decides that any term or provision of this Arbitration Agreement(other than the subsection (b) titled “Prohibition of Class and RepresentativeActions and Non-Individualized Relief” above) is invalid or unenforceable, theparties agree to replace such term or provision with a term or provision thatis valid and enforceable and that comes closest to expressing the intention ofthe invalid or unenforceable term or provision, and this Arbitration Agreementshall be enforceable as so modified. If a court or the arbitrator decidesthat any of the provisions of subsection (b) above titled “Prohibition of Classand Representative Actions and Non-Individualized Relief” are invalid orunenforceable, then the entirety of this Arbitration Agreement shall be nulland void. The remainder of the Terms of Service will continue to apply.h.Future Changes to Arbitration AgreementNotwithstanding anyprovision in this Terms of Service to the contrary, Peacoc agrees that if itmakes any future change to this Arbitration Agreement (other than a change tothe Notice Address) while you are a user of the Services, you may reject anysuch change by sending Peacoc written notice within thirty (30) calendar daysof the change to the Notice Address provided above. By rejecting anyfuture change, you are agreeing that you will arbitrate any dispute between usin accordance with the language of this Arbitration Agreement as of the dateyou first accepted these Terms of Service (or accepted any subsequent changesto these Terms of Service).TerminationYou agree that Peacoc, inits sole discretion, may suspend or terminate your account (or any partthereof) or use of the Service and remove and discard any content within theService, for any reason, including, without limitation, for lack of use or if Peacocbelieves that you have violated or acted inconsistently with the letter orspirit of these Terms of Service. Any suspected fraudulent, abusive or illegalactivity that may be grounds for termination of your use of Service, may bereferred to appropriate law enforcement authorities. Peacoc may also in itssole discretion and at any time discontinue providing the Service, or any partthereof, with or without notice. You agree that any termination of your accessto the Service under any provision of this Terms of Service may be effectedwithout prior notice, and acknowledge and agree that Peacoc may immediatelydeactivate or delete your account and all related information and files in youraccount and/or bar any further access to such files or the Service. Further,you agree that Peacoc will not be liable to you or any third party for anytermination of your access to the Service.User DisputesYou agree that you aresolely responsible for your interactions with any other user in connection withthe Service and Peacoc will have no liability or responsibility with respectthereto. Peacoc reserves the right, but has no obligation, to becomeinvolved in any way with disputes between you and any other user of theService.GeneralThese Terms of Serviceconstitute the entire agreement between you and Peacoc and govern your use ofthe Service, superseding any prior agreements between you and Peacoc withrespect to the Service. You also may be subject to additional terms andconditions that may apply when you use affiliate or third party services, thirdparty content or third party software. These Terms of Service will be governedby the laws of the State of California without regard to its conflict of lawprovisions. With respect to any disputes or claims not subject to arbitration,as set forth above, you and Peacoc agree to submit to the personal andexclusive jurisdiction of the state and federal courts located within SanFrancisco County, California. The failure of Peacoc to exercise or enforce anyright or provision of these Terms of Service will not constitute a waiver ofsuch right or provision. If any provision of these Terms of Service is found bya court of competent jurisdiction to be invalid, the parties nevertheless agreethat the court should endeavor to give effect to the parties’ intentions asreflected in the provision, and the other provisions of these Terms of Serviceremain in full force and effect. You agree that regardless of any statute orlaw to the contrary, any claim or cause of action arising out of or related touse of the Service or these Terms of Service must be filed within one (1) yearafter such claim or cause of action arose or be forever barred. A printedversion of this agreement and of any notice given in electronic form will be admissiblein judicial or administrative proceedings based upon or relating to thisagreement to the same extent and subject to the same conditions as otherbusiness documents and records originally generated and maintained in printedform. You may not assign this Terms of Service without the prior writtenconsent of Peacoc, but Peacoc may assign or transfer this Terms of Service, inwhole or in part, without restriction. The section titles in these Terms ofService are for convenience only and have no legal or contractual effect.Notices to you may be made via either email or regular mail. The Service mayalso provide notices to you of changes to these Terms of Service or othermatters by displaying notices or links to notices generally on the Service.Your PrivacyAt Peacoc, we respect theprivacy of our users. For details please see our Privacy Policy. By usingthe Service, you consent to our collection and use of personal data as outlinedtherein.Notice for California UsersUnder California CivilCode Section 1789.3, users of the Service from California are entitled to thefollowing specific consumer rights notice: The Complaint Assistance Unit of theDivision of Consumer Services of the California Department of Consumer Affairsmay be contacted in writing at 1625 North Market Blvd., Suite N 112,Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. Youmay contact us at Blue Lion Solutions, LLC., 601 S. Figueroa St, Suite 4050, LosAngeles, CA, 90071, United States. Phone: (213) 328 - 5070.Questions? Concerns? Suggestions?Please contact us atsupport@peacoc.io to report any violations of these Terms of Service or to poseany questions regarding this Terms of Service or the Service.
