Terms of Participation
Last updated: July 15, 2019
PhotoBiz provides sites, templates, products, applications, tools, and features (collectively, the “Services”) to enable its users to build and maintain an online presence. The PhotoBiz Partner Program is included in the Services and is a program to support the community of creatives and designers who use the Services to build sites for themselves and their clients (“Clients”). Each member of the Partner Program is a “Member” and holds a “Membership.”
By applying for Membership and becoming a Member, you are agreeing to the Partner Program Terms of Participation (the “Partner Program Terms”) and the PhotoBiz Terms of Use (our “Terms of Use”). If you are using the Partner Program for an organization, you are agreeing to the Partner Program Agreement on behalf of that organization, and represent and warrant that you have the authority to do so. If you do not agree to all the terms in the Partner Program Terms, you will be terminated and the clients will be absorbed by PhotoBiz. You may not apply for Membership or be a Member, if you do not agree.
Note that any capitalized terms not defined in the Partner Program Terms have the meanings set forth in our Terms of Use. In the event of a conflict or inconsistency, our Terms of Use shall govern, followed by the Partner Program Terms. If you have any comments or questions about the Partner Program or the Partner Program Terms, feel free to contact us.
1. Application
To qualify for and continue Membership, you must maintain your account in active status with Client sites in process with PhotoBiz within the past six (6) months (180 days), and must provide additional qualifying information requested by PhotoBiz (collectively, the “Requirements”). You agree to provide us with accurate, complete, and updated information for your Partner Program application and, if accepted, your Partner Program profile.
We reserve the right, which we may exercise at any time and in our sole discretion, and without liability or notice to you, to: (a) modify the Requirements; (b) grant or deny your Membership; or (c) terminate your Membership. You understand that satisfaction of the Requirements does not guarantee Membership or continued Membership.
2. Benefits
Your Membership may include access to Partner Program benefits (the “Benefits”). Subject to your Membership, PhotoBiz grants to you a non-exclusive, non-sublicensable, non-transferable, royalty-free, revocable, limited license to use the Partner Program badge (the “Partner Program Badge”) for the sole purpose of advertising any website design and development services you provide to your Clients using the Services (such services, the “Client Development Services”, and such limited license, the “Logo License”). The Logo License is a Benefit. Termination of your Membership will result in immediate termination of your Logo License. Your use of the Partner Program Badge is subject to the PhotoBiz Brand Guidelines.
The Benefits are constantly evolving as we refine, add and potentially remove features, so please check in regularly to see the latest Benefits. PhotoBiz reserves the right, which we may exercise at any time and in our sole discretion, and without liability or notice to you, to modify or terminate the Partner Program or any Benefits.
Unless otherwise permitted in the Partner Program Agreement or authorized in writing by PhotoBiz, you may not refer to yourself as employed by, affiliated with or endorsed by PhotoBiz, provided that you may refer to yourself as a Member during the term of your Membership. Neither the Partner Program Agreement nor your Membership shall create any employee/employer relationship, agency, partnership, or joint venture between you and PhotoBiz.
3. Use of your data
Our Privacy Policy explains how we collect, use, and share your and your Clients’ information.
4. Use of the services by you
The Partner Program is provided by PhotoBiz solely for Members. Unless otherwise permitted in the Partner Program Agreement or authorized in writing by PhotoBiz, you will not reproduce, copy, display, share, trade or resell any Partner Program materials, including without limitation the Benefits.
Please safeguard any Account you use to access the Partner Program or any related Services and make sure others do not have access to your Account(s) or password(s). You must immediately notify us of any actual or suspected loss, theft, or unauthorized use of your Membership, Account(s), or password(s). You are solely responsible for any activity on your Account(s).
5. Confidentiality
“Confidential Information” means financial, business, legal, or technical information that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall include without limitation: (a) Benefits content; and (b) any posts by PhotoBiz, or current or former Members, to any Partner Program community forum, blog, or social media group.
Unless otherwise authorized in writing by PhotoBiz, you agree that you will only use Confidential Information as permitted herein, and you will not disclose, sell, license, transfer or otherwise make available any Confidential Information to any person or entity (including without limitation your Clients), except to your affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors, who are otherwise bound) to keep it confidential. Your confidentiality obligations, as they apply to any Confidential Information disclosed prior to termination, will survive termination.
6. Term and termination
The Partner Program Agreement will remain in effect until terminated by either you or us. To terminate the Partner Program Agreement, you may contact us or simply stop participating in the Partner Program at any time after transferring Clients in process to PhotoBiz.
We reserve the right, which we may exercise at any time and in our sole discretion, without notice or liability to you, to suspend or terminate: (a) in whole or in part, the Partner Program and the Benefits; or (b) your Membership. For example, we may: (1) suspend or terminate your Membership if you are violating the Partner Program Agreement; (2) discontinue any Benefit; or (3) terminate the Partner Program in its entirety. Termination of the Partner Program or your Membership shall terminate the Partner Program Terms as to you. All sections of the Partner Program Terms that by their nature should survive termination shall survive termination, including without limitation Confidentiality, Term and Termination, Representations, Indemnification and Additional Terms.
7. Representations
As a Member, you represent that: (a) you have full right, power and authority to enter into the Partner Program Agreement and perform all of your obligations hereunder; (b) you’re in full compliance with all terms of the Partner Program Agreement; (c) you will comply with all applicable laws in connection with the Partner Program Agreement; and (d) any User Content you use, post, distribute, or share in connection with your Membership, including without limitation any User Content posted to any Member Forum, blog or social media page, will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, or any other intellectual property or proprietary rights.
As a Member, you further represent that you will engage in good faith efforts to provide the Client Development Services to your Clients in a satisfactory manner. Additionally, you agree to inform your Clients that: (1) you are not employed by, affiliated with, or endorsed by PhotoBiz (provided that you may refer to yourself as a Member during the term of your Membership); (2) PhotoBiz is not a party to any agreement, whether written or oral, entered into between you and your Clients; (3) PhotoBiz makes no representations or warranties about the quality of the Client Development Services you provide to your Clients; and (4) PhotoBiz is in no way responsible for performing, or liable in any way for any Client Development Services you provide to your Clients.
8. Indemnification
To the fullest extent permitted by law, you agree to indemnify and hold harmless PhotoBiz from and against all damages, losses, and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of the Partner Program Agreement; (b) your Membership, including without limitation any User Content you post to the Member Forum, blog or social media group; and (c) any claims from your Clients or their End Users, including without limitation any claims related to your provision and your marketing and promotion of Client Development Services.
In the event that you have added your or your business’ credit or debit card information to one of your client’s accounts in your dashboard and the client charges a product or service to that card on file, you agree that you will not dispute the charges with your credit or debit card company and will seek reimbursement from your client to resolve the matter. You agree that it is your responsibility to maintain control of your financial account(s) should you choose to input your card information.
9. Modifications
We may modify the Partner Program Terms from time to time, and will always post the most current version on our site. If a modification meaningfully reduces your rights, we will notify you in accordance with the procedures set forth in our Terms of Use. By continuing to participate in the Partner Program after any modifications come into effect, you agree to be bound by the modified Partner Program Terms. If you disagree with our changes, then you should stop participating in the Partner Program.
10. Additional terms
The Partner Program Agreement constitutes the entire agreement between you and PhotoBiz regarding the Partner Program and your Membership, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the Partner Program. The Partner Program Terms create no third-party beneficiary rights. Our failure to enforce any provision of the Partner Program Terms is not a waiver of our right to do so later. If any provision of the Partner Program Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under the Partner Program Terms, and any such attempt will be void. We may assign our rights under the Partner Program Terms to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Partner Program.
Appendix A: Benefits
1. Exclusive content relating to Members' provision of Client Development Services;
2. Six (6) months (180 days) trial period for Partner Program created cover pages, websites or online stores;
3. The Brand use license
4. Membership emails relating to the Partner Program, new features, product releases, and tips concerning the provision of Client Development Services