Last Updated: May 16, 2024
ProductShots Technologies Inc. (“ProductShots”, “us”, “we”, “our”) owns and operates the website located athttps://www.productshots.ai/ (“Website”) and provide the ProductShots platform (“Platform”) and other services described on the Website (together with Website and Platform, “Services”). These Terms of Use (“Terms”) apply to all users of the Services, including users using with free trial access to the Platform (each a “Trial Customer”), ProductShots customers with a basic or pro plan subscription (each a “Subscriber”), ProductShots customers with a custom plan subscription (each a “Custom Plan Customer” and together with Trial Customers and Subscribers, “Customers”), and users who access, browse, and use the Website (each a “User”). The terms “you” and “your” means the person or entity entering into these Terms and refers to Customers and Users collectively.
By using the Services, you indicate that you have read and accepted these Terms, which constitute a binding legal agreement between you and ProductShots. If you do not accept these Terms, then do not use the Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.
Please note that the collection, use and disclosure of Personal Information (as the term is defined in the Privacy Policy (defined below) will be governed by the ProductShots Privacy Policy, the latest version of which can be foundhere (“Privacy Policy”).
These Terms may be amended or updated by ProductShots from time to time at our sole discretion. If we make changes to these Terms, we will notify you by updating the “Last Updated” date at the top of these Terms, posting a notice on the Website or Platform, and/or by sending you an email (as appropriate). Any revisions to these Terms shall become effective thirty (30) days following the date of the notice and your acceptance of the revised Terms or decision to continue using the Services thereafter (as applicable) shall constitute your acceptance of the revised Terms. ProductShots may require you to provide consent to the updated Terms in a specified manner before continuing to use the Services. If you do not agree to any such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).
ProductShots provides an artificial intelligence (“AI”)-powered Platform which creates tailored product images and backgrounds. Customers upload User Content to the Platform and use the Platform’s capabilities to select, customize and generate an output image (each, a “Generation”). If you are a Customer, the following terms apply depending on your Platform subscription tier:
Trial Customers must accept these Terms to receive access to the Platform. Trial Customers receive five (5) free Generations and can purchase additional Generations on a one-time or recurring basis (by becoming Subscribers or Custom Plan Customers, as applicable).
Subscribers must accept these Terms and pay Fees (as set out in Section 5 below) to receive access to the Platform. Subscribers are eligible for the number of Generations set out in their Subscription (defined below) plan.
Custom Plan Customers must accept these Terms and pay Fees (as set out in Section 5 below) to receive access to the Platform. Custom Plan Customers may be required to enter into a separate agreement with ProductShots, which will detail applicable Fees, scope of engagement, number of Generations, and any other commercial terms (“Services Agreement”) to receive access to the Platform.
To use the Platform, you will be required to register for a Platform account (“Account”). You agree to (a) provide accurate, current and complete information as may be prompted by any Account registration forms (“Registration Data”); (b) maintain the security of your Account credentials; and (c) promptly update the Registration Data as necessary. If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership, including but not limited to a government-issued ID. If we are unable to reasonably determine the rightful Account owner, ProductShots reserves the right to temporarily disable an Account until resolution has been determined.
Customers may allow authorized users, such as employees, agents, directors, or officers (“Representatives”) of Customer, to access and use the Platform (“Authorized Users”) using its Account credentials subject to the restrictions in these Terms. The applicable Account owner shall be responsible for Authorized User’s compliance with the Terms. Any act or omission relating to these Terms by such Authorized User shall be deemed an act or omission of the applicable Account owner.
Subject to your compliance with these Terms, including payment of any applicable Fees, ProductShots grants you a non-transferable, non-exclusive, limited license to access and use the Services solely for your internal use.
The Services, including without limitation any software or code embedded in or located on the Platform, are the property of ProductShots and its licensors and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. You acknowledge and agree that you have no right, license, or authorization with respect to any of the technology underlying the Services except as expressly set forth in these Terms. The Services are licensed to you and not sold. Nothing in these Terms gives you a right to use ProductShots’ names, trademarks, logos, domain names, and other distinctive brand features without ProductShots’ prior written consent.
By submitting any content or images, including any logos and trademarks (collectively, “User Content”) on or through the Services, you grant ProductShots (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit such User Content: (i) to the extent necessary to provide the Services and meet our obligations to you; and (ii) to train and improve the Services and other ProductShots Offerings (defined below).
As between Customer and ProductShots, Customer shall own all rights, title and interest in and to Generations. Customer grants ProductShots (and our affiliated companies and our and their agents) a non-exclusive, royalty-free paid-up, perpetual, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit Generations: (i) to train and improve the Services and other ProductShots Offerings; and (ii) to advertise and promote the Services and other ProductShots Offerings on the Website and in ProductShots’ (and its affiliates’) marketing materials.
You represent and warrant that you are solely responsible for (i) ensuring you do not include any Personal Information within User Content that you submit via the Services; (ii) ensuring you have all the rights, power, and authority necessary to grant the rights granted in these Terms to any User Content and Personal Information (collectively, “Submissions”) you submit via the Services; (iii) obtaining all necessary licenses, permissions, and consents to ensure Submissions can be shared with ProductShots as contemplated herein; (iv) the accuracy, quality, integrity, legality, reliability, and appropriateness of Submissions; (v) the consequences of sharing Submissions via the Services to which you do not have rights in or title to; and (vi) ensuring that uploading Submissions via the Services does not violate any applicable laws (including but not limited to Canada’s Anti-Spam Legislation, the Personal Information Protection and Electronic Documents Act (Canada), and applicable Canadian provincial privacy legislation, collectively “Privacy Laws”) or the rights of any third party. ProductShots does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity, or quality of Generations. Under no circumstances will ProductShots be liable in any way for Customer’s reliance on Generations, including, but not limited to, for any errors, omissions, defects, or inaccuracies in any Generations. Although ProductShots does not monitor all Submissions, we reserve the right to edit, modify or remove any Generations or refuse to host or process any User Content or Generations which we reasonably consider to be in breach applicable laws or our policies.
If you provide ProductShots with any suggestions, comments or other feedback relating to any aspect of the Services ("Feedback"), ProductShots may use and incorporate such Feedback in the Services or in any other ProductShots’ products or services (collectively, "ProductShots Offerings"). Accordingly, you agree that: (i) ProductShots is not subject to any confidentiality obligations in respect to the Feedback; (ii) the Feedback is not Confidential Information of you or any third party and you have all of the necessary rights to disclose the Feedback to ProductShots; (iii) ProductShots (including all of its successors and assigns and any successors and assigns of any of the ProductShots Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any ProductShots Offerings; and (iv) you are not entitled to receive any compensation or reimbursement of any kind from ProductShots or any third party in respect of the Feedback.
We may collect, store and process certain statistical and technical information that is generated when you use the Services (“Usage Data”). You grant ProductShots (and our affiliated companies and our and their agents) a non-exclusive, royalty-free paid-up, perpetual, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit such Usage Data, in aggregated and anonymized format, to (i) create statistics and analyze market trends; (ii) develop or improve the Services or other ProductShots Offerings; and (iii) for benchmarking purposes.
ProductShots reserves the right, at all times and at its sole discretion (but will have no obligation), to terminate or reclaim Accounts, or to limit an Account’s access to some or all aspects of the Services. We also reserve the right to access, read, preserve, and disclose any information available to us via the Services that we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of our Users, Customers, and the public.
In using the Services, you shall not:
No employee, independent contractor, agent, affiliate, or representative of any business or organization that offers a product or service that competes with ProductShots is permitted to view, access, or use any portion of the Services without express written permission from ProductShots. By viewing, using, or accessing the Services, you represent and warrant that you are not a competitor of ProductShots or any of its affiliates, or acting on behalf of a competitor of ProductShots in using or accessing the Services.
Except as otherwise stated in a Services Agreement or any invoice issued to Customer by ProductShots, the terms regarding fees charged by ProductShots for use of the Platform, including Subscription Fees (“Fees”) are as follows:
Users are not charged Fees for accessing and using the Website. Trial Customers receive five (5) complementary Generations and may purchase additional Generations on a one-time basis by paying the Fees set out on the order form at the time of payment. Users and Trial Customers wishing to become Subscribers or Custom Plan Customers shall pay Fees as follows:
Subscribers must pay a recurring subscription Fee (“Subscription Fee”) to receive the number of Generations set out in their Platform subscription (as applicable).
Subject to any applicable Services Agreement, Custom Plan Customers may be required to purchase Generations on a one-time basis or pay Subscription Fees (as applicable) in order to receive full access to the Platform.
Fees for one-time purchases of Generations will be made available to you on the Website at the time of purchase.
Subscription Fees will be made available to you on the Website at the time of subscription. Subscription Fees require a valid credit card and are billed monthly or annually on the first day of the Subscription (defined below) term. You will be responsible for maintaining accurate payment information and notifying us of any changes to your payment information. If your credit card expires, is invalid, or is otherwise not able to be charged for Subscription Fees for any reason, you must provide a valid credit card within ten (10) days of a missed Subscription Fee payment to continue your Subscription without interruption. We will provide you with at least thirty (30) days’ prior notice of any changes Subscription Fees through the Services or via email, and all such changes will be effective thirty (30) days following posting or sending (as applicable) of the notice.
Any payment information we collect to process Fees will be governed by our Privacy Policy. We may collect and process Fees by sending you an invoice or by using a payment processing Third-Party Service (defined below), such as Stripe. Collection and processing of your payment information by the applicable Third-Party Service will be governed by payment processor’s terms and Section 6 below, which you should review carefully.
All Fees are in USD and are non-refundable.
If you do not cancel your Subscriber or Custom Plan Customer subscription (“Subscription”) in accordance with Section 12(a) below prior to the start of the Subscription’s next billing cycle, on the day your initial Subscription term expires, your Subscription will renew for a term equal in length to your initial Subscription term. The relevant Subscription Fees will be automatically processed and charged in full at the then-current price for the Subscription for each such renewed Subscription term.
If you upgrade your Subscription, this will trigger a pro-rated charge which will be processed immediately using the payment method you have provided. If you downgrade your Subscription, we will adjust your Fees down as of the next billing cycle. Downgrading your Subscription plan may cause the loss of Generations or access to certain Platform features, and ProductShots does not accept any liability for such loss.
Invoiced Fees shall be due and payable in full within thirty (30) days after the date of the invoice. Any invoiced and uncontested Fees not paid within such 30-day period shall be subject to interest at the lesser of: (i) 1.5% per month; or (ii) the maximum allowed by applicable law, for which interest shall be immediately due and payable.
All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities. All such taxes, duties, and levies (exclusive of any taxes based upon ProductShots’ net income) shall be assumed by and paid for by you, not ProductShots, regardless of whether included in any invoice sent to you.
If (i) any of your unpaid and uncontested invoiced Fees are thirty (30) days or more overdue; or (ii) your Subscription Fee payment method is invalid and you do not provide a valid payment method within the time period set out in Section 5(b)(II) above, in addition to any of its other rights or remedies, ProductShots reserves the right to suspend your access to the Services (in whole or in full) until such amounts are paid in full.
The Services may integrate with, rely on, or contain links to third-party websites, platforms, and services (including, without limitation, third-party AI technologies (“AI Services”)) that are not owned or controlled by ProductShots (collectively, “Third-Party Services”). In no event shall any use of, integration with, or reference to a Third-Party Service be construed as an approval or endorsement by ProductShots of that Third-Party Service. ProductShots is not responsible for the content of any Third-Party Services or any content or products or services available thereon. Any use of a Third-Party Service is subject to the terms and conditions governing use of the applicable Third-Party Services, and you are solely responsible for determining those terms and conditions and complying with them. You hereby release ProductShots from all liability and/damages that may arise from your use of Third-Party Services, including, without limitation, receipt of services from any Third-Party Services, or reliance on the information available or services provided by any Third-Party Services.
AI Services use machine learning models that generate predictions based on patterns in data. We are constantly working to improve the Services’ integration and reliance on AI Services to make the Services more accurate, reliable, and beneficial. However, given the probabilistic nature of machine learning, we suggest that Customers evaluate the accuracy and applicability of any Generation as appropriate for their use case, including by manually reviewing the Generation. You are solely responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of or reliance on Generation.
ProductShots may alter, suspend, or discontinue use or access to the Services or any parts thereof at any time, at its sole discretion, and for any reason or no reason, without notice, but will endeavor to provide notice of the same. The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. ProductShots may periodically add or update information and materials available via the Services without notice. We will use commercially reasonable efforts to make the Services available to you at all times except for: (a) planned downtime, including but not limited to maintenance; or (b) any unavailability caused by circumstances beyond ProductShots reasonable control, including without limitation, malfunction of computer or network equipment, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, health pandemics, strikes or other labor problems.
“Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to Fees and other terms in Services Agreements, business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
THE SERVICES (INCLUDING ANY INFORMATION OR MATERIALS PROVIDED THEREON) ARE PROVIDED “AS IS” AND PRODUCTSHOTS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. PRODUCTSHOTS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY GENERATION, INFORMATION OR MATERIALS ACCESSED, USED, OR RELIED ON THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSSES THAT RESULT FROM ACCESSING, USING, OR RELYING ON ANY SUCH GENERATION, INFORMATION OR MATERIALS.
PRODUCTSHOTS DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES OR YOUR USE OR RELIANCE THEREON, AND PRODUCTSHOTS SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY THIRD PARTY IN CONNECTION WITH SUCH THIRD-PARTY SERVICE.
WE, OUR REPRESENTATIVES, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING BUT LIMITED TO FUNDAMENTAL BREACH), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND PERSONAL INJURY), OR OTHERWISE, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM: (I) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE ON THE SERVICES; (II) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES IN OR ON THE SERVICES AND ANY INFORMATION (INCLUDING GENERATIONS) AVAILABLE THEREON; (III) YOUR USE OF OR RELIANCE ON ANY GENERATION OR THIRD-PARTY SERVICES; (IV) THE ACTS, OMISSIONS, OR CONDUCT OF ANY THIRD-PARTY; (V) THE COST OF PROCURING SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES; AND (VI) ANY OTHER LOSSES OR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES OR RELIANCE THEREON. THESE LIMITATIONS SHALL APPLY EVEN IF PRODUCTSHOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PRODUCTSHOTS’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (I) FIFTY CANADIAN DOLLARS ($50); OR (II) AMOUNTS YOU PAID TO PRODUCTSHOTS IN THE 12 MONTHS PRECEEDING THE EVENT GIVING RISE TO LIABILITY HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
To the extent permitted under applicable law, you shall, at your own expense, indemnify and hold ProductShots and its subsidiaries, affiliates, Representatives, successors and assigns (“Indemnified Parties”) harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys’ fees), resulting directly or indirectly from: (i) any allegation that the Services infringe upon or misappropriate a third party’s intellectual property rights; (ii) any information or materials (including Submissions) shared or submitted by you via the Services; (iii) any bodily injury (including death) resulting from use of or reliance on the Services or any information or materials (including Generations) available thereon; (iv) any damage to or loss of any tangible personal or real property caused by the actions or omissions of Indemnified Parties; (v) your breach of these Terms or a Services Agreement (as applicable); or (vi) your violation of any applicable law, regulation, or third party right, including but not limited to breach of a third party’s intellectual property rights or rights under Privacy Laws. For the purposes of this Section 11(a), you acknowledge that ProductShots is acting as agent and trustee for Indemnified Parties.
ProductShots will provide notice to you of any claim, suit, or proceeding requiring indemnification in accordance with Section 11(a). ProductShots reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 11, and you agree to cooperate with any reasonable requests assisting ProductShots’s defense of such matter. This Section 11(b) does not require you to indemnify ProductShots for any unconscionable commercial practice by ProductShots or for ProductShots’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Services.
You may terminate these Terms at any time and for any reason. You may terminate your Subscription via your Account or by contacting us atsupport@productshots.ai. If you cancel your Subscription before the end of your current paid up Subscription period, your Subscription will remain in effect until the end of the then-current Subscription period, after which the cancellation will take effect and you will not be charged for the next Subscription period or be able to access Subscription features, including any unused Generations included in your Subscription.
ProductShots may, under certain circumstances and without prior notice, immediately terminate your ability to access the Services or portions thereof. Cause for termination shall include, but not be limited to: (i) breaches or violations of these Terms which have not been cured within thirty (30) days of notice to you by us; (ii) requests by law enforcement or other government agencies; (iii) a request by you; (iv) discontinuance or material modification to Services (or any part thereof); (v) unexpected technical, security or legal issues or problems; or (vi) any reason at our sole discretion. Any termination of your access to the Services by ProductShots shall be in addition to any other rights and remedies that ProductShots may have.
Your rights to use and access the Services and all licenses granted by ProductShots to you herein will immediately end upon termination of your access to the Services and may result in deletion of your Account and removal of some or all of your Generations. Sections 2, 3(b)-(g), 4-11, 12(c), and 13-15 of these Terms shall survive termination. Termination shall not release you from payment of any unpaid Fees incurred on and up to the date of termination.
Information sent or received over the internet is generally unsecure and ProductShots cannot and does not make any representation or warranty concerning security of any communication to or from the Services, or any representation or warranty regarding the interception by third parties of information (including User Content) you may submit to us via the Services.
Any dispute or claim arising out of or in connection with Services will be governed and interpreted by and under the laws of British Columbia, Canada without giving effect to any conflict of laws principles. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Vancouver, British Columbia with respect to any dispute or claim arising out of or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
You and ProductShots shall use all reasonable endeavors to discuss and resolve any dispute which may arise out of or in connection with these Terms. If you and ProductShots cannot resolve the dispute within ten (10) business days, you and ProductShots will attempt to settle it in good faith by mediation. To initiate mediation, either ProductShots or you must give written notice requesting a mediation to the other party. A copy of the request should be sent to ADR Chambers. The mediation will take place in Vancouver, British Columbia and the language of the mediation will be English. The mediation shall be governed by and construed and take effect in accordance with the substantive law of Vancouver, British Columbia. If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as you and ProductShots may agree to in writing, the dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act (British Columbia), and arbitration proceedings shall take place in Vancouver, British Columbia before one (1) arbitrator. In the event you and ProductShots are unable to agree as to the appointment of an arbitrator for any reason, then such arbitrator shall be selected randomly by ADR Chambers. You shall bear your own legal costs in connection with a mediation and/or arbitration under these Terms.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
These Terms, together with any Services Agreement and any other documents and guidelines incorporating these Terms by reference, constitute the entire agreement between you and ProductShots relating to the Services. In the case of any inconsistent or conflicting terms between the Terms and a Services Agreement, the Services Agreement will govern to the extent of the inconsistency or conflict. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of ProductShots to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by ProductShots must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise, without ProductShots’ prior written consent. ProductShots may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of ProductShots’ business, shares or assets.