Terms of Use

True Photography, Inc. Terms of Use

Effective as of January 1, 2020


  1. Definitions. The following terms are used throughout these Terms of Use and have specific meanings. You should know what each of the terms means.
  1. The term “Service” refers only to the online services provided by TRUE, including without limitation access to TRUE’s online community; communication tools; photographs; online store; and payment services.  TRUE is not an employment agency.  Providers are freelance providers and photography studios who have passed our screening process and have been accepted as licensed end-users of this website.  As a further term of use for freelance providers (“Providers”) using our Service, Providers shall be bound to a Freelance Provider Agreement with TRUE, at pre-negotiated rates, for each and every Project (as defined herein), on a “work-for-hire”  or complete assignment basis (See, the Freelance Provider Agreement) as to any and all Project-related images, photos, video recordings, pictures, audio-visual recordings, audio recordings, edits, and files, including all derivatives and compilations thereof( the “Work Product”).  
  2. We provide a venue for our Users (as defined below) to meet and exchange information with us and, in some cases, with each other.
  3. The term “Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.
  4. The “Website” refers to TRUE’s website located at https://www.truephotography.com, all subpages and subdomains, and all content, services, and products available at or through the Website, except for third pages and domains linked on our Website.
  5. “TRUE,” “We,” and “Us” refer to True Photography, Inc., as well as our directors, subsidiaries, officers, and employees.
  6. “The User,” “You” and “Your” refer to any person, company, or organization that has visited or used the Website and/or the Service.  A User may be a Client, a Provider, both, or neither.  The terms User, You, and Your may be used interchangeably.
  7. For the purpose of this Terms of Use, a “Provider” may refer to any User who uses the Website as a freelance photographer, videographer, editor, or other business provider, and who has requested (or been approved) to be listed on our Website’s directory.  On the website, Providers may also be referred to as “vendors”.   All Providers wishing to be referred business or work opportunities shall, from time to time, provide TRUE with a general calendar of scheduling availability and shall, for each Project, execute a Freelance Provider Agreement.  

    Please see Section 6 of this Agreement for more information about Providers.
  8. “Clients” refer to a User who visits and uses our Website but is not a Provider (as defined above).  A Client includes someone who submits a request, quote, or bid for photography, videography, editing, and/or compilation services for one or more events, including weddings, wedding-related events, other event shoots, business shoots, etc. (“Projects”), as well as a User who uses our Service to retain, dispatch, schedule, and/or coordinate with a Provider pursuant to a Service Contract executed by the User and TRUE.
  9. “Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website.  Content includes, without limitation, User-Generated Content (See, Section 5, below), which may be submitted by any TRUE User (Client or Provider).
  10. “Work Product” refers to any and all digital and analog images, photos, video recordings, pictures, audio-visual recordings, audio recordings, edits, and files, including all derivatives and compilations thereof, created by a Provider pursuant to the Freelance Provider Agreement and arising from a Project, as a “work for hire” or otherwise.  To the extent that any Work Product is not recognized as a ‘work made for hire’ as a matter of law, the Contractor hereby (and pursuant to the Freelance Provider Agreement) assigns TRUE any and all copyrights in and to the Work Product, and shall do everything necessary to deliver, transfer, or upload all Work Product to TRUE without undue delay.
  1. About the TRUE Service.
  1. The TRUE Service is a platform for collaboration and communication between TRUE, Providers, and persons seeking event photography information, referral listings, and/or services. The TRUE Service provides access to TRUE’s virtual community of professional Providers; easy collaboration through TRUE’s communication management tools; file management and storage tools; an online store; and payment systems.  Providers may use the TRUE Service to obtain business and service referral contact opportunities, grow their own photography businesses, and take advantage of TRUE’s client servicing tools and solutions.
  2. Clients may select from many freelance providers who have been approved by TRUE as a preferred vendor.  Clients who have an interest in retaining a Provider may use the TRUE Service to search for, select, and be introduced to one or more providers.  TRUE will act in the role of project manager, and therewith delegate the Project to the Provider, follow up to ensure that the Provider is in communication with the Client, ensure that the Client’s requests are being heard and that the Work Product will be created with TRUE’s stylistic ‘look and feel’ in mind.  
  3. A Client will enter into a master agreement with TRUE.  Clients hereby agree that they will not directly retain any Provider without using our Service to do so, and shall use the TRUE Service to retain and dispatch all Providers.  
  4. TRUE is not an employment agency.  TRUE does not select or endorse any individual Provider to service a Client. While TRUE uses commercially reasonable efforts to verify that registered Providers are skilled and experienced, we do not make any warranty, guarantee, or representation as to the quality or qualifications of any particular Provider.  Although TRUE’s Freelance Provider Agreement requires that all providers carry sufficient liability insurance, TRUE does not audit Providers for proof of insurance, or warranty or guarantee that any Provider carries liability insurance at all relevant times.
  5. Although vetting is important to us, TRUE is not in any position to vouch or endorse any Client or any Provider, in particular.  Likewise, TRUE does not necessarily endorse any of the opinions or representations made by any Client or Provider.
  6. From time to time, Clients may submit reviews of Providers; these reviews may be posted on the Website or on sites linked from our Website.  By posting or highlighting a review, we are not necessarily endorsing the review, endorsing the Provider, or predicting the outcome of any future services performed by the Provider.  TRUE will have no responsibility or liability of any kind for any User-Generated Content or advice you encounter on or through the Website, and any use or reliance on User-Generated Content is solely at your own risk.
  1. User Responsibilities.  You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.
  1. User Account Security.  If you sign up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from TRUE.  You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account.  You agree to notify TRUE immediately of any unauthorized use of account, or any other breaches of security.  We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, other computing device, and/or account.
  2. Relationship with Providers.  Because we cannot guarantee the fitness of all Providers for a Client’s specific needs, we encourage Clients to research any Provider before accepting professional advice.  
  3. No Reliance on User-Generated Content.  User-Generated Content posted on the Website, such as blog posts, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate.  
  4. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other TRUE policies.
  1. Use and Conduct Restrictions. You are allowed to use the service as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close accounts if we need to.
  1. Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that
  1. is unlawful or harmful, or promotes unlawful or harmful activity
  2. defames, harasses, abuses, threatens, or incites violence towards any individual or group
  3. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability
  4. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  5. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
  6. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights
  7. impersonates any person or entity, including any of our employees or representatives; or
  8. violates the privacy of any third party.
  1. Users Must Be Over Age 18. You represent that you are over the age of 18. TRUE does not target our Content to children or teenagers under 18, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.
  2. No Liability for User Interactions; TRUE May Monitor Interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Projects, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service.
  3. Right to Terminate Accounts. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User conduct is appropriate and complies with these Terms of Use, or terminate, or deny access to and use of the Service to any User for any reason, with or without prior notice.
  1. User-Generated Content.
  1. Work Product Is Not User-Generated Content.  Work Product is created by the Provider and subject to the Freelance Provider Agreement, including the “work for hire” and full assignment of rights provisions set forth therein.  Work Product is intended by all parties to be the property of TRUE.  TRUE grants Clients a limited license to use (but not copy) all Work Product purchased by the Client via the Website’s online store, for personal, non-commercial, non-public use only.  TRUE grants Providers a limited and revocable license to use digital copies of Work Product originally created by respective Provider, for sample portfolio purposes only.  TRUE may, with or without cause, revoke Provider’s license to use any or all Work Product, at any time.
  2. Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.
  3. Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit, including Project and service requests. Specifically, you warrant that you have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.
  4. TRUE May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User-Generated Content appropriate and complies with these Terms of Use, or refuse or remove any User-Generated Content that, in our reasonable opinion, violates any TRUE policy or is in any way harmful, inappropriate, or objectionable. TRUE further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.
  5. Ownership of User-Generated Content. Except for Work Product and any Content that originates from TRUE, we do not claim ownership of any Content that is otherwise transmitted, stored, or processed in your account.  Notwithstanding the preceding, you retain all ownership of, control of, and responsibility for User-Generated Content you post or upload onto the Website.
  6. License Grant. Solely to allow TRUE to use Content you upload to the Service reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Website, you expressly grant TRUE and our successors a worldwide, sublicenseable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with TRUE’s business purpose. This license does not grant TRUE the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.
  1. Users.
  1. Providers.  
  1. Providers are bound by the terms of the Freelance Provider Agreement, as well as these Terms of Use.
  2.  When offered a Project, the Provider may either accept all of the proposed terms of the proposed Project, or reject all of the proposed terms of the proposed Project.  If the Provider accepts a proposed Project, the Provider shall be responsible for contacting the Client within the time required by the respective Project, appearing on-time at all scheduled meetings, and performing the requested services with the highest standard of care and quality.   Although a Provider is free to provide services for other contracting parties or clientele, Providers promise that they shall not double-book any days or times.  Additionally, Providers shall not usurp any opportunity or advantage arising from use of the Service.  You agree that We will be damaged if you double-book any day or time, or if you usurp any opportunity or advantage arising from Your use of the Service, and that the monetary damages sustained as a result of such activities would be hard to determine.  As a result, as a Provider, You hereby agree that you will be liable for LIQUIDATED DAMAGES in the amount of (i) $2,500.00 for each and every instance where you intentionally or unintentionally double-book a date or time of an event or Project, whereas such liquidated damages are reasonably related to the loss of opportunity, administrative expenses, professional fees, and damage to reputation and goodwill that would reasonably and foreseeably be suffered or incurred by TRUE; and, (ii)  $5,000.00 for each and every instance where you attempt to usurp or, in fact, actually usurp an opportunity or advantage arising from Your use of the Website or Service without the written and pre-approved consent of TRUE, whereas such liquidated damages are reasonably related to compensate TRUE for the foreseeable harm to TRUE’s reputation, expected loss of profits and diminution in capital value of client list and other assets, likely incurred professional fees, and lost opportunity costs.
  3. Providers shall use reasonable efforts to be discreet about Clients, Projects, and Work Product.
  4. Providers shall be courteous and professional, at all times when they use the Service or perform Project-related services..  
  1. Providers shall not discuss compensation or contractual details with Clients, and shall instead focus primarily on matters pertaining to photography, the Project’s services, and the creation of the Work Product.  
  1. Provider Responsibilities. Providers are solely responsible for ensuring that any communication they post or place on the Website, including without limitation User-Generated Content, and any communications they may have with prospective Clients through the Website or the Service, fully comply with all applicable laws.  Providers are responsible for carrying sufficient liability insurance coverage for each venue, location, and Project.
  2. Providers are responsible for keeping TRUE updated with regard to the Provider’s scheduling preferences and contact information.
  3. Providers shall properly transfer and/or upload all Work Product, including edits, derivatives, and compilations, to TRUE’s Service within 24 hours of the end of the Project.  Providers may only retain and use a digital copy of the licensed Work Product for so long as such license has not been revoked by TRUE, and for so long as Provider’s use of the Work Product is within the limited scope of use of the Work Product.  In the event TRUE should ever revoke the limited license as to some or all of the Work Product, Provider shall use its best efforts to cease and desist all use within 24 hours of the notice of revocation of license, otherwise Provider may be liable for any and all damages (including potential treble damages) thereafter.
  4. Payment of Providers. Clients shall not negotiate with or pay any Provider directly, or enter into any direct agreement with any Provider.
  1. Clients
  1. Upon acceptance of these Terms of Service, a Client may only retain the services of listed Providers by use of the Service and via a master agreement with TRUE (known as the Service Contract). Such contracts are solely between the Client and TRUE.
  2. All Fees Are Paid To TRUE, Using TRUE’s Website.  Payments made to TRUE via TRUE’s payment platform are TRUE’s to keep.  When necessary, TRUE shall compensate a Provider pursuant to the terms of the Freelance Provider Agreement.
  3. Providers Shall Not Receive Payment for Fees Directly From Any User. Except for optional tips and gratuities, a Provider assigned a Project through the Service or as a result of a solicitation originating from a User’s use of the Service, shall not accept or receive business or patronage compensation from the User, directly or indirectly, and shall instead notify TRUE immediately so that TRUE may contact the User and align the transaction with these Terms of Use.    
  4. If a Client fails to make a timely payment to TRUE, TRUE may direct the Project’s assigned Provider to cease and desist from providing any further services until such time as the payment delinquency is cured.  Any payment delinquency that persists for longer than 48 hours may result in a cancellation of the Project without refund, at TRUE’s discretion.  
  5. Except of tips and gratuities, any payment by a Client to a Provider, directly or indirectly, outside of the Service without prior notification to TRUE, shall constitute a breach of the Terms of Use by both parties, which shall result in the permanent revocation of all licenses previously granted to the parties by TRUE.
  6. Clients shall be responsible for obtaining all permissions; including any permits or photo shoot clearances, as may be necessary at any venue or location, wherever so necessary, and shall indemnify, defend, and hold TRUE and Providers harmless for any and all fines, claims, costs of defense, and damages arising from any failure to obtain requisite permissions.
  1. Contingent Recruiting 
  1. In the event that Client employs any Provider as a full-time employee for any position, Client will pay TRUE a fee equal to the higher of Provider’s expected or realized first year salary under the employment, multiplied by the “Recruiting Fee Percentage.”
  2. The Recruiting Fee Percentage shall be equal to a) 25% if the Provider becomes a full-time employee within 12 months of the Effective Date, OR b) 10% if the Provider becomes a full-time employee after 12 months after the Effective Date.
  1. Disintermediation Policy and Fees.
  1. The parties acknowledge that TRUE uses substantial labor and effort to connect Client with Providers.  Except as provided in section 7.a and 7.b, above, Client represents and warrants that it will not circumvent or attempt to circumvent TRUE or this Agreement, or in any way procure photography or photography-related services from a Provider outside of the TRUE Platform, without TRUE’s prior written consent.  Should Client breach its warranty in this section, Client shall pay TRUE liquidated damages as a one-time fee equal to the greater of: 1) twenty five percent (25%) of Provider’s estimated annual compensation from Client; or 2) $12,500.  Upon payment of the aforementioned fees described in this Section, TRUE shall provide written consent for the Provider to provide services to Client off of the TRUE Platform.  This section shall not apply to a Client who has a demonstrable history of obtaining photography services from Provider, prior to the Effective Date of this Agreement.
  2. At TRUE’s discretion, any Providers engaging Clients such as their engagement could foreseeably cause a violation of 8.a. above may have substantial restrictions placed on their account, which may meaningfully limit their usage of TRUE.
  1. Third Party Content.  There may be content from third parties on TRUE’s website, such as blog posts written by other users or links to other websites.  Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.
  1. Access To Third Party Content. By using the Service, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Service is consent for TRUE to present this Content to you.  You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.
  2. No Responsibility For Third Party Content. As part of the Service, TRUE may provide you with convenient links to third party website(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Users. We have no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than TRUE.  We are not responsible for any Third Party Content accessed through our Website.  If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.
  3. No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by TRUE’s terms and conditions.
  1. Copyright Infringement and DMCA Policy. If you believe that material located on or linked to by TRUE violates your copyright, please notify TRUE in accordance with our Digital Millennium Copyright Act Policy.
  1. Termination of Repeat Infringer Accounts. TRUE respects the intellectual property rights of others and requests that our Users do the same.  Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a User’s access to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of TRUE or others.  We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
  2. DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by emailing a properly formatted take-down notice to TRUE at finance@truephotography.com.
  3. Response To DMCA Take-Down Notices.  If TRUE takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to TRUE.  Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as ChillingEffects.org.
  4. Counter-Notices. If you believe that your User-Generated Content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content you submitted to the Website, you may email a properly formatted counter-notice to TRUE at finance@truephotography.com.
  5. Response to DMCA Counter-Notices. If a counter-notice is received by TRUE’s copyright agent, TRUE may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days.  Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
  1. Intellectual Property Notice