Terms of Use

True Photography, Inc. Terms of Use

Effective as of May 1st, 2019

BY USING OUR WEBSITE, YOU ARE AGREEING TO THE FOLLOWING TERMS OF USE, INCLUDING A BINDING ARBITRATION CLAUSE (SEE, SECTION 16) and CLASS ACTION LAWSUIT WAIVER CLAUSE (SEE, SECTION 16).  THESE PROVISIONS CAN IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES.  AS SUCH, IF YOU LIVE IN THE UNITED STATES, PLEASE READ IT CAREFULLY:

  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.  Some providers listed on our website are actual employees of our True Photography studio, while others 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. Except for any provider clearly identified on our Website as a “Staff Photographer,” the Providers listed on our Website are not employed by or part of TRUE.
  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.  

    For the purposes of the Terms of Use, the term “Provider” is not intended to include a staff photographer that is directly employed by TRUE.  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. Some of the providers listed on the Website are directly employed by TRUE, as part of TRUE’s San Diego photography studio.  Clients may select a staffed provider or one of the 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.  If a Client wishes to retain photography services for their Project(s), they may use the TRUE Service to hire a TRUE staff member or a Provider.  If the provider selected by the Client is a Provider, 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 provides 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. TRUE retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.
  1. No Transfer. TRUE retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights.  Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties.  No license granted hereunder, by us to you, shall be construed in any such way so as to be a transfer or assign ownership or title, from us to you or any other party, of any TRUE or third party intellectual property; and all rights, title, and interest in and to such licensed properties shall always remain (as between you and TRUE) solely with us.  We reserve all rights that are not expressly granted to you under this Agreement.
  2. Specifically, TRUE PHOTOGRAPHY, TRUEPHOTOGRAPHY.COM, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of True Photography, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from TRUE, except as an integral part of any authorized copy of the Content.
  1. Email Communications. We use email and electronic means to stay in touch with our Users.
  1. Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from TRUE in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that TRUE provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.
  2. Legal Notice To TRUE Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to TRUE or any of our officers, employees, agents or representatives in any situation where notice to TRUE is required by contract or any law or regulation.
  1. Termination. You may cancel this Agreement and close your account at any time. Termination of the TRUE Service does not terminate any outstanding contractual obligations or duties you may have or be legally bound to.
  1. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using TRUE. If you wish to delete your User account data, please contact TRUE at team@truephotography.com. We will retain and use your information as necessary to comply with legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within 30 days.
  2. TRUE May Terminate This Agreement. TRUE may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
  3. Relationships Can Survive Termination. Termination of your relationship with the TRUE Services or Website does not necessarily affect your relationship with other Users or with Us.  All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the Terms of Service.
  4. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
  1. Payment and Transactions.
  1. Payment Process—Client and TRUE. Payments from Client to TRUE will be processed as specified in the Project and agreed upon by the Client and TRUE.  When a task (or a segment of the Project pre-agreed in writing by the Client and the Provider) is marked as completed by the Provider, TRUE will inform the Client that the task or segment is complete.  The Client must then pay any remaining agreed-upon amount. If the Client has taken no action after 48 hours, TRUE will have the right to charge the Client's credit card, bank account, or PayPal account for the full amount of the agreed-upon fee or undisputed invoice, including applicable service or processing fees. The Client may submit disputes over payment to finance@truephotography.com provided that he or she adheres to the other conditions set forth in Section 14 (Dispute Resolution Procedures).
  2. Responsibility for Payment.  By using the Service, Client agrees to pay the Provider through TRUE’s payment platform the amount agreed on in any estimate, invoice, or bill, including overage time rates.  Should any User dispute a charge or payment, please inform us via email at finance@truephotography.com and adhere to the other conditions set forth in Section 15 (Dispute Resolution Procedures).  You are responsible for providing us with a valid means of payment.
  3. TRUE’s Responsibility. TRUE agrees to present you with a full invoice of each charge in advance of charging your credit card or PayPal account.  TRUE agrees to pay the applicable Provider such amounts pre-negotiated and agreed to by TRUE and the Provider.
  4. Payment Authorization. By agreeing to these terms, you are giving TRUE permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize TRUE to satisfy.  Depending on your Project’s specifications, TRUE may charge you on a one-time or recurring basis. You authorize TRUE to charge you the full amount for all overage time.
  1. N/A
  2. BINDING ARBITRATION.  Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules  and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
  1. Claims shall be heard by a single arbitrator.  
  2. Within 15 days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association.  
  3. The place of arbitration shall be San Diego, California. The arbitration shall be governed by the laws of the State of California. In making determinations regarding the scope of exchange of electronic information, the arbitrator(s) and the parties agree to be guided by The Sedona Principles, Third Edition: Best Practices, Recommendations & Principles for Addressing Electronic Document Production.
  4. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing.
  5. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute.
  6. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section.
  7.  Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount.
  8. The standard provisions of the Commercial Rules shall apply.  Arbitrators will have the authority to allocate the costs of the arbitration process among the parties, but will only have the authority to allocate attorneys' fees if a particular law permits them to do so.
  9. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
  10. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness.  In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award.  Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
  11. CLASS ACTION WAIVER.  The Parties agree that (i) no arbitration proceeding hereunder shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers, or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE ANY AND ALL DISPUTES ON AN INDIVIDUAL BASIS, AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

  1. Disclaimer of Warranties. We provide our Service as is, and we make no promises or particular warranties or guarantees about this Service.  Please read this section carefully; you should understand what to expect.
  1. TRUE provides the Website and the Services “as is,” without warranty of any kind.  Without limiting the foregoing, TRUE expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
  2. Specifically, TRUE makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
  1. Limitation of Liability. We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.
  1. To the extent permitted by applicable law, in no event will TRUE be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with TRUE or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not TRUE has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. TRUE will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
  1. Third Party Beneficiaries. Providers are intended third-party beneficiaries of this section of the Terms of Use.  All information provided on the Service is for informational purposes only. TRUE and any creator of User-Generated Content disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties' rights, and fitness for particular purpose, to the fullest extent permitted by law.  In no event will TRUE or a Provider be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Service or the User-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not TRUE or contributors of User-Generated Content are advised of the possibility of such damages. Neither TRUE nor contributors of User-Generated Content are liable for any personal injury, including death, caused by your use or misuse of the Service or User-Generated Content.
  2. Release and Indemnification.
  1. You agree to indemnify and hold harmless TRUE from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.
  2. If you have a dispute with one or more Users, you release TRUE from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
  1. Modification of Terms of Use.  TRUE may amend this Agreement from time to time, and in TRUE’s sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page.  Non-material changes to this Agreement will take effect immediately.  We encourage visitors to frequen