Terms of Service Agreement

This Terms of Service Agreement (the “Agreement”) is an agreement between you (the “User”) and Prime Edits™, Inc. (“Prime Edits, “we”, or “us”).  We provide Users with photo and video editing services as well as online resources through https://www.primeedits.com (the “Site”).  We’ve tried really hard to keep this Agreement as readable and straightforward as possible.  If you have suggestions that can help us improve it or any questions about this Agreement, please Contact Us and let us know.  This Agreement explains our obligations to you, and your obligations to us.  This Agreement is the entire Agreement between us. By using this site in any way you are agreeing to comply with these terms, our Privacy Policy and any other legal notices or conditions or guidelines posted on the Site.

1. What We Own

All material and services available on the Site, and all material and services provided by or through Prime Edits, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws.  All Prime Edits trademarks and service marks, logos, slogans and tag lines are the property of Prime Edits.  All other trademarks, service marks, logos, slogans and tag lines are the property of their respective owners.  Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or tag lines displayed on Prime Edits without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.

2. Rights to Use What We Own

Subject to this Agreement, Prime Edits hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference provided by Prime Edits (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement.  This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement.  You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement.  Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.

We will provide you one User ID for each account held by you, thereby permitting you access to the Materials on one computer at a time through the Site.  You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information.  Your failure to do so may result in the cancellation of your account and loss of Services.  You further agree (a) not to provide User IDs to anyone who is not your employee, and (b) to ensure all individuals permitted to use the User IDs are aware of and have agreed in writing to comply with the terms of this Agreement.

3. What You Provide to Us

You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”).  Prime Edits is not responsible for your Content.  You hereby grant Prime Edits a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license.  You are responsible for any Content that may be lost or unrecoverable through your use of the Services.  You are encouraged to archive your Content regularly and frequently.  Work for Service is sent in groups of images or videos (“Jobs”). All completed Jobs are deleted from the server 30 days after delivery.

4. Giving Us Access to Other Accounts and Services

Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers.  When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.

5. Comments and Feedback

Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us (“Comments”) are not confidential and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.

6. Rules

You agree to all of the following:

a.  You hereby certify that you are at least 18 years of age. Individuals under the age of 18 are prohibited from using the Services.

b. You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.

c. You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.

d. You will not use the Services or Materials if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department’s list of Specially Designated Nationals.

e. You will not use the Services or Materials to impersonate another person.

f. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Prime Edits without our express written permission.

g. You will not access the Services through automated methods.  The Services may only be used or accessed through an electronic device through manual control at all times.

h. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by Prime Edits.

i. You will not attempt to or actually override any security component included in or underlying the Materials or Services.

j. You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Prime Edits’ infrastructure.

k. You verify that your country of residence is the same as your billing address.

l. You must be active and current on payments in order to use the Service.  All work is put on hold while waiting on payment.

m. It is understood that any and all Service requests by User that fall outside of the terms of this Agreement will be considered projects, and will be quoted and billed as separate, individual Services.

n. Unlimited Color Correction is available for Wedding Jobs up to 800 images and Other Jobs up to 200 images.  Additional Work is done at the current Pay Per Image Pricing.

o. Unlimited Color Correction Service has 5 queue slots. Jobs in the queue qualify for the 5 business day turnaround. Once a Job is completed a new Job may enter the queue and that Job’s timer starts at the point it entered the queue.

p. Photo Editing Services shall be completed in 5 business days or less.  Work timer begins once Prime Edits has accepted the job into the Service.  Jobs may be put on hold and exempt from the 5 business day completion time if Prime Edits is waiting on feedback from the User in order to complete the Job.

q. To qualify for Unlimited Color Correction Service, Jobs must be submitted within thirty (30) days of being photographed.  Older Jobs are processed at the current Pay Per Image rate. Yearly subscribers may submit jobs that were shot up to 30 days before their subscription starts. Monthly subscribers may only submit jobs that were shot after their subscription start date and that are less than 30 days old.

r. Unlimited Color Correction Service is valid for one (1) professional photographer and their secondary photographer(s).  In order to qualify for Unlimited Color Correction the User must be the primary photographer at the session/event.  Contact us for studios with more than one photographer.

Prime Edits may determine in its sole discretion whether or not an account is in violation of any of these policies.  Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user.  Offending users may be permanently restricted from holding an account or using the Services.  If Prime Edits reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdiction.

7. Fees

a. You may agree to a one (1) month or twelve (12) month Unlimited Color Correction Service contract agreement with Prime Edits. Membership is also available as a Pay per Image/Video User with no monthly charge.

b. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be issued via your editor or via Prime Edits’ support addresses.  Any cancellation must be done seven (7) days prior to the end of the contract term to allow for adequate processing time.  If you wish to cancel your Twelve (12) month Unlimited Color Correction Service before the end of the contract term you may do so by downgrading it to the monthly (1) month contract.  Doing so will cause us to retroactively charge the payment method on file for the difference in Service cost for the months used before cancellation.

c. You may downgrade your twelve (12) month Unlimited Color Correction Service to a monthly (1) month contract at any time by following the cancellation procedures set forth in Section 7(b). You expressly agree that we are authorized to charge you the difference in cost between subscriptions for months already subscribed at the time of cancellation.

d. If you purchase any Services that we offer for a Fee, you agree to Prime Edits, or our third party service providers, storing your payment card information.  You expressly agree that we are authorized to charge you (i) a monthly Fee for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts.  If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.

e. Twelve (12) month Unlimited Color Correction Service is eligible for a Trial Period during your first Term.  You may try our Service for 3 Jobs or 30 days (whichever comes first).  If during this Trial Period you decide that our Services are not a good fit, you may cancel by following the cancellation procedures set forth in Section 7(b).  User is only responsible for the first installment of the 12 month contract when cancelling within the above Trial Period.

8. Termination

a. Services may be terminated by us, without cause, at any time.

b. Services may be terminated by you, without cause, by following the cancellation procedures and fees set forth in Section 7(b).

c. Prime Edits may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.  You are also banned from future use of the Service.

d. Notice of termination of Services by Prime Edits may be sent to the contact e-mail associated with your account. Upon termination, Prime Edits has the right to delete all data, files, or other information that is stored in your account.

9. DISCLAIMER OF WARRANTY

THE SITE, SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PRIME EDITS AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, NEITHER PRIME EDITS NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES PRIME EDITS OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE SITE.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, PRIME EDITS IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.  IF YOU ARE UNHAPPY WITH WORK PERFORMED FOR ANY REASON, PLEASE INFORM THE SERVICE PROVIDER WITHIN (5) BUSINESS DAYS AND THE SERVICE PROVIDER WILL MAKE ALL REASONABLE EFFORTS TO FIX THE PROBLEM WITHOUT FURTHER CHARGES. THE SERVICE PROVIDER’S WORK SHALL BE DEEMED ACCEPTED IN FULL IF THE SERVICE PROVIDER IS NOT INFORMED WITHIN FIVE (5) BUSINESS DAYS OF PERFORMANCE OF THE WORK.

10. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL PRIME EDITS (OR ITS OFFICERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES OR AGENTS), OR THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSES, COSTS, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF, OR RELATED TO, THE SERVICES PROVIDED BY THE SERVICE PROVIDER AND/OR IT’S THIRD PARTY SERVICE PROVIDERS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE SERVICE PROVIDER HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ANY AMOUNT RECOVERABLE BY THE USER AGAINST THE SERVICE PROVIDER IN ANY ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF PAYMENTS ACTUALLY MADE TO THE SERVICE PROVIDER FOR THE SERVICES FOUND TO BE THE PROXIMATE CAUSE OF THE DAMAGE.

11. NON-SOLICITATION OF EMPLOYEES

User AGREES THAT NEITHER PARTY WILL SOLICIT OR OFFER EMPLOYMENT TO THE RESPECTIVE EMPLOYEE(S) OR SUB-CONTRACTOR(S), WHETHER DIRECTLY OR INDIRECTLY, DURING THEIR EMPLOYMENT OR WITHIN 1 YEAR OF TERMINATION OF THEIR EMPLOYMENT, EXCEPT WITH THE CONSULTANT’S PRIOR WRITTEN APPROVAL IN EACH CASE.

12. Amendments

We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Site that we have changed this Agreement. If you have a Prime Edits account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

We may also, in the future, offer new services and/or features through Site (including the release of new tools and resources). For the avoidance of doubt, such new features and/or services shall be subject to the terms and conditions of this Agreement.

13. Disputes

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of Kansas without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America.  The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Topeka, KS, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

14. Privacy

We encourage you to read the Privacy Policy, and to use the information it contains to help you make informed decisions. Please also note that certain information, statements, data and content (such as photographs) which you post to the Site are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you.  You acknowledge and agree that your submission of such information is voluntary on your part.  Further, you acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion Disclosures of user information to third parties are further addressed in the Privacy Policy.

15. Miscellaneous

a. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.

b. If we fail to enforce any of this Agreement, it will not be considered a waiver.

c. Any amendment to or waiver of this Agreement must be made in writing and signed by us.

d. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.

e. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

f. This Agreement does not confer any third party beneficiary rights.

g. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

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