PHOTOREAL, LLC
PLATFORM ACCESS
AGREEMENT
This Platform Access Agreement (this “PAA”) is a binding legal agreement between NAME SIGNED BELOW (“Photographer”), as an independent contractor, and PhotoReal, LLC and governs your use of the Services. In this PAA “Photographer” or “you” means the individual independent contractor using the Services (as defined below) of PhotoReal, LLC, and “PhotoReal” “PR” or “we” means PhotoReal, LLC and its past, present, or future affiliates, successors and assigns, unless stated otherwise.
You may only accept assignments from PR for Media Customers and/or otherwise access or use the Services if you agree to this Platform Access Agreement, so read it carefully. This PAA governs your access to our Platform (as defined below) which facilitates your provision of photography services to (1) account holders seeking to access certain types of photography and media services (“Photography Customers “) and (2) independent property owners or with or affiliated with Photography Customers for photography services (” Owners “). For the sake of clarity and depending on the context, references to ” we ,” ” our ” and ” us ” may also refer to PR.
Access to our platform includes access to our technology applications (the ” PhotoReal App” and ” PhotoReal Website”) that, amongst other things, facilitates photography assignments and transactions between you and Photography Customers and Owners; as well as other associated services, including payment and support services, provided by PR, its affiliates or third parties (collectively, our ” Platform “).
In order to participate in the benefits of the PhotoReal Platform you may also be asked to provide certain Personal Data including the names, contact information, personal addresses, social security numbers, and dates of birth. We may also require that you provide certain documentary information used to verify Company Data and Personal Data such as organizational documents and certificates of registration, proof of address, or personal identification.
You will keep all Company Data and Personal Data current, complete, and accurate at all times during the application process. We may require additional information from you at any time, including Company Data and Personal Data to assess Company’s financial condition, for verification purposes, or for other legitimate business purposes.
Your access to our Platform is also governed by the applicable terms found on our website, which are incorporated by reference into this PAA. By accepting this PAA, you confirm that you have read, understand and accept the provisions of this Agreement and intend to be bound by this PAA. This Agreement is effective immediately.
1. Relationship with PhotoReal
1.1 Contracting Parties
The relationship between the parties is solely as independent business contractors and business enterprises, each of whom operates a separate and distinct business that provides a service outside the usual course of business of the other. This is not an employment agreement, and you are not an employee. You confirm the existence and nature of that contractual relationship each time you access our Platform. We are not hiring or engaging you to provide any service; you are engaging us to provide you Services and/or access to our Platform. Nothing in this Agreement creates, will create, or is intended to create, any employment, partnership, joint venture, franchise or sales representative relationship between you and us. You have no authority to make or accept any offers or representations on our behalf.
1.2 Your Choice to Provide Photography & Media Services
We do not, and have no right to, direct or control you. Subject to Platform availability, you decide when, where and whether (a) you want to offer photography services facilitated by our Platform and (b) you want to accept, decline, ignore or cancel any assignment; provided, in each case, that you agree not to wrongful discriminate against any person whatsoever. Subject to your compliance with this PAA, you are not required to accept any minimum number of photography assignments in order to access our Platform and it is entirely your choice whether to provide any services using our Platform, or using any other method to connect with Photography Customers and Owners , including, but not limited to other platforms and applications in addition to, or instead of, ours. You understand, however, that the experiences Photography Customers and Owners have with your services, as determined by Photography Customers and Owners input, may affect your ability to access our Platform or provide services.
2. Our Platform
2.1 General
While using our Platform, you may receive lead generation and other technology-based services that enable those operating independent business enterprises like you to provide services to Photography Services Recipients and/or Owners, as well as a combination of service(s) to or on behalf of Photography Services Recipients and/or Owners (” Combined Services “). All references to Photography Services in this PAA will include Combined Services, which may be provided individually or jointly. Subject to the terms and conditions of this Agreement, PhotoReal hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use our Platform solely for the purpose of providing Photography Services and access in services associated with providing Photography Services.
2.2 Compliance
You are responsible for identifying, understanding, and complying with (i) all laws (including, but not limited to, the Americans with Disabilities Act and applicable laws governing your collection, use, disclosure, security, processing and transfer of data ) , rules and regulations that apply to your provision of Photography Services (including whether you are permitted to provide photography services at all) in the jurisdiction(s) in which you operate (your ” Region “) and (ii) this Agreement (collectively, the “Requirements”). Subject to applicable law, you are responsible for identifying and obtaining any required license, permit, or registration required to provide Photography Services. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, your ability to access and use our Platform is at all times subject to your compliance with the Requirements. You agree not to access or attempt to access our Platform if you are not in compliance with the Requirements .
2.3 Your Provision of Photography Services
You represent, warrant and covenant that (a) you have all the necessary expertise and experience to provide Photography Services in compliance with the Requirements and standards applicable to the photography industry. Except as otherwise agreed between the parties, you are responsible for, and bear all costs of, providing all equipment, tools and other materials that you deemnecessary or advisable and are solely responsible for any obligations or liabilities arising from the Photography Services you provide.
2.4 Insurance Requirements
You represent, warrant and covenant that you will maintain appropriate liability insurance coverage, including but not limited to general liability insurance and professional indemnity insurance, in amounts reasonably sufficient to cover potential claims arising from your provision of Photography Services. In the alternative, if you elect not to maintain such insurance coverage, you acknowledge and agree that you will disclose the absence of general liability insurance coverage to all Photography Customers and Owners prior to accepting any Photography Services request. You further acknowledge that your lack of insurance coverage may affect Photography Customers’ and Owners’ willingness to engage your services and that PhotoReal does not verify, confirm, or guarantee that any Photographer carries liability insurance or maintains adequate coverage amounts.
2.5 Specialized Service Requirements
If you offer or provide aerial photography services utilizing unmanned aircraft systems (commonly known as “drones”), you represent, warrant and covenant that you hold all necessary licenses and certifications required by applicable law, including but not limited to Federal Aviation Administration Part 107 certification (or equivalent certification in your jurisdiction). You agree to maintainsuch licenses and certifications in good standing throughout the term of this Agreement and to immediately cease offering such services if your certification expires, is suspended, or is revoked.
2.6 Accessing our Platform
To provide Photography Services you must create and register an account. All information you provide to us must be accurate, current and complete and you will maintain the accuracy and completeness of such information during the term of this Agreement. Unless otherwise permitted by us in writing, you agree to only possess one account for providing Photography Services. You are responsible for all activity conducted on your account. For account security, as well as Photography Customer and Owner safety purposes, you agree not to share or allow anyone to use your login credentials or other personal information used in connection with your account, including but not limited to photos of yourself, to access our Platform. If you think anyone has obtained improper access to your account, login credentials or personal information, you are required to notify us and to change your password immediately so that we may take appropriate steps to secure your account. You agree that we are not responsible for any losses arising from your sharing of account credentials with a third party, including without limitation phishing. You can email support@photoreal.io for more information about securing your account.
You represent, warrant and covenant that you have all required authority to accept and be bound by this Agreement. If you are accepting this Agreement on behalf of your company, entity, or organization, you represent and warrant that you are an authorized representative of that company, entity, or organization with the authority to bind such party to this Agreement.
2.7 Background Checks and Licensing
During your account creation and registration, we will collect, and may verify, certain information about you.
You will also be required to pass various background and other checks both prior to the first time you access our Platform and from time to time thereafter during the term of this Agreement; these checks may be facilitated by third parties. You represent, warrant and covenant that you have successfully completed all required background checks as a condition of accessing our Platform. You hereby authorize and instruct us to provide copies of such checks to insurance companies, relevant regulators and/or other governmental authorities as needed for safety or other reasons, as described in our Privacy Notice.
3. Accepting Photography Services Requests
Photography Service requests may appear in the technology applications and you may attempt to accept, decline or ignore them. Accepting a Photography Services request creates a direct business relationship (and for Photography Services Requests including the provision of Combined Services, accepting such request creates a direct agency relationship) between you and your Photography Customers and/or Owners in accordance with the terms of the photography service the Photography Customers and/or Owners have requested through our Platform. The mechanism for accepting or declining Photography Services may vary depending on your location and the type of Photography Services request you accept.
You acknowledge and agree that all orders and purchases must be pre-authorized by the Photography Customers and/or Owners, and in the case of a discrepancy between the Photographer availability and the Photography Services Recipient’s pre-authorized item selection for Ordering Services, you will obtain the Photography Services Recipient’s approval before making any modifications or updates. You acknowledge and agree that you may be required to reimburse the Photography Services Recipient for any invalid or unauthorized transaction.
You may receive Photography Services Recipient and/or Owner information, including approximate services/property location, first and last name, applicable services to be ordered, the amount pre-authorized by the Photography Services Recipient to purchase such applicable services, and you agree that your Photography Services Recipient and/or Owner may also be given identifying information about you, including your full name, photo, location, vehicle information, and certain other information you have voluntarily provided through the Platform (collectively, “User Information”). Without a Photography Services Recipient’s consent, you agree to not contact any Photography Services Recipient or otherwise use any of the Photography Services Recipient’s User Information, including, if applicable, any photos or information obtained from the Photography Services Recipient’s ID, except solely in connection with the provision of services to that Photography Services Recipient. You agree to treat all User Information as Confidential Information (defined below) received by you under this Agreement). You acknowledge that your violation of your confidentiality obligations may also violate certain laws and could result in civil or criminal penalties.
You acknowledge and agree that your Combined Services, whether provided individually or jointly, will only be provisioned as pre-authorized by the Photography Services Recipient.
4. Payment Terms
4.1 Payment Schedule
Subject to the terms and conditions of this Agreement, PhotoReal shall process payments for Photography Services you have provided through the Platform on a weekly basis. Payment for completed Photography Services shall be issued every Friday for assignments that were completed more than fourteen (14) days prior to such payment date, provided that all required deliverables have been submitted and accepted in accordance with the applicable Photography Services request.
4.2 Scope of Work and Additional Charges
You acknowledge and agree that you shall submit only the scope of work specified in the original Photography Services request for editing and processing. You are solely responsible and liable for any additional editing fees, processing charges, or other costs incurred when work exceeding the original scope is submitted without prior authorization from the Photography Customer or Owner. You agree to reimburse PhotoReal for any such additional unauthorized editing fees or charges that PhotoReal incurs as a result of your submission of work beyond the authorized scope. Such unauthorized work includes, but is not limited to, submission of additional photographs beyond the quantity specified in the original Photography Services request.
4.3 Reshoot and Refund Period
Photography Customers and Owners shall have twelve (12) days from the date of initial delivery of Photography Services to request a reshoot or refund. During this period, you agree to cooperate with any reasonable requests for correction or re-performance of Photography Services. PhotoReal reserves the right to withhold payment or require reimbursement for Photography Services that are subject to valid reshoot or refund requests during this period.
4.4 Payment Terms and Conditions
All payment terms are subject to your compliance with this Agreement and PhotoReal’s standard payment processing procedures. PhotoReal reserves the right to withhold or delay payment in the event of disputes, quality issues, or suspected violations of this Agreement pending investigation and resolution of such matters.
5. Non-Solicitation
You acknowledge and agree that Photography Customers and Owners are introduced to you solely through PhotoReal’s Platform and that PhotoReal has invested substantial resources in developing and maintaining relationships with such Photography Customers and Owners. Accordingly, you agree that during the term of this Agreement and for a period of six (6) months following the completion of your last Photography Services assignment facilitated through the Platform, you shall not, directly or indirectly:
(a) solicit, contact, or accept Photography Services work from any Photography Customer or Owner with whom you were connected through the Platform, except through the Platform itself; or
(b) encourage, induce, or attempt to encourage or induce any Photography Customer or Owner to engage your Photography Services outside of the Platform or to reduce or cease their use of the Platform.
This non-solicitation provision shall not apply to Photography Customers or Owners with whom you had an established business relationship prior to being introduced through the Platform, provided you can demonstrate such pre-existing relationship with clear and convincing evidence.
6. Incidents, Criminal Offenses, and Other Compliance Obligations
For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident that occurs during your provision of services and you agree to cooperate with any investigation and attempted resolution of such incident. Additionally, you agree to notify us within 24 hours if you are arrested for, charged with, or convicted of a criminal offense for Platform eligibility consideration.
7. Location Based Technology Services; Communication Consents
Your device geo-location information is required for the proper functioning of our Platform, and you agree to not take any action to manipulate or falsify your device geo-location. You grant us the irrevocable right to obtain your geo-location information and to share your location with third parties, including your Photography Services Recipients and/or Owners. We may not and will not use this information to attempt to supervise, direct, or control you or your provision of services.
You agree that we may contact you by email, telephone or text message (including by an automatic telephone dialing system) at any of the phone numbers provided by you, or on your behalf, in connection with your account.
8. Term and Termination; Effect; Survival
8.1 Term
This Agreement is effective as of the date and time you accept it and will continue until terminated by you or us.
8.2 Termination by You
You may terminate this Agreement (a) without cause at any time upon seven (7) days’ prior written notice to PhotoReal; and (b) immediately, without notice for PhotoReal’s violation or alleged violation of a material provision of this Agreement. You can find out more about how to delete your account by navigating to photoreal.io/privacy-policy/.
8.3 Deactivation
You consent to and we may temporarily deactivate your account without notice to investigate whether you have engaged in, or your account has been used in, activity that is deceptive, fraudulent, unsafe, illegal, harmful to our brand, business or reputation, or that violates this Agreement (including the policies incorporated herein by reference) (any of the foregoing, a “Material Breach or Violation”). You also consent to and we may terminate this Agreement or permanently deactivate your account without notice if we determine in our discretion that a Material Breach or Violation has occurred.
8.4 Effect of Termination and Survival
Upon termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination. Once the Agreement is terminated you will no longer access our Platform to provide services. Sections 1, 2.7, 4, 5, and 9 through 13, shall survive any termination or expiration of this Agreement.
9. DISCLAIMERS
WE PROVIDE OUR PLATFORM AND ANY ADDITIONAL PRODUCTS OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND, AND YOUR ACCESS TO OUR PLATFORM IS NOT GUARANTEED TO RESULT IN ANY SERVICE REQUESTS. WE DO NOT WARRANT THAT OUR PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, THAT OUR TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT YOUR ACCESS TO OUR PLATFORM.
WE PROVIDE LEAD GENERATION AND RELATED SERVICES ONLY, AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE SERVICE RECIPIENTS WHO MAY REQUEST OR ACTUALLY RECEIVE SERVICES FROM YOU. WE DO NOT SCREEN OR EVALUATE THESE SERVICE RECIPIENTS. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SAFETY, SECURITY, AND NON-INFRINGEMENT. WE EXCLUDE ALL WARRANTIES TO THE EXTENT THOSE REGULATIONS ALLOW.
IF A DISPUTE ARISES BETWEEN YOU AND YOUR SERVICE RECIPIENTS, PHOTOGRAPHY CUSTOMERS, OR ANY OTHER THIRD-PARTY, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS PHOTOREAL, PHOTOGRAPHY CUSTOMERS, AND OWNERS (INCLUDING THEIR RESPECTIVE AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES) FROM AND AGAINST ALL LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, LIABILITIES, CLAIMS, DEMANDS, OR EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING OUT OF OR RELATED TO ANY THIRD PARTY CLAIMS OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
WE MAY USE ALGORITHMS IN AN ATTEMPT TO FACILITATE SERVICES AND IMPROVE THE EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF OUR PLATFORM; ANY SUCH USE DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.
10. Information
We may collect and disclose information from or about you when you create an account, interact with our Platform or provide Photography Services and as otherwise described in our Privacy Notice. Notwithstanding anything herein to the contrary (a) the collection, use, and disclosure of such information will be made in accordance with our Privacy Notice and (b) if you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with, or related to, us or our Platform, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.
11. Confidentiality
11.1 Confidential Information
Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party or third parties (“Confidential Information”). Confidential Information includes User Information and the volume of services, marketing and business plans, business, financial, technical, operational and such other, non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. Confidential Information does not include any information that: (a) was in the receiving party’s lawful possession prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (b) is lawfully disclosed to the receiving party by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or (c) is independently developed by the receiving party without the use of or access to the Confidential Information, as clearly and convincingly corroborated by written records.
11.2 Obligations
Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third-party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform their obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party; subject to applicable law and our internal record-keeping requirements.
11.3 Remedies
The unauthorized use or disclosure of any Confidential Information would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the parties have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies described in Section 13, applicable law or otherwise.
12. Intellectual Property
12.1 Platform IP
We reserve all rights not expressly granted in this Agreement. The technology applications, our Platform, and all data gathered through our Platform, including all intellectual property rights therein (the “Platform IP”), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of PhotoReal’s or our licensors’ company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“PhotoReal Names, Marks, or Works”) or the Platform IP conveys or grants to you any rights in or related to the Platform IP, or related intellectual property rights, including PhotoReal’s Names, Marks, or Works, except for the limited license granted above. You shall not, and shall not allow any other party to: (a) license, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Platform IP; (b) reverse engineer or attempt to extract the source code of our software, except as allowed under law; (c) use, display, or manipulate any of PhotoReal Names, Marks, or Works for any purpose other than to provide services; (d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include PhotoReal Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work; (e) use PhotoReal Names, Marks, or Works as your social media profile picture or wallpaper; (f) purchase keywords (including, but not limited to Google AdWords) that contain any PhotoReal Names, Marks, or Works; (g) apply to register, reference, use, copy, and/or claim ownership in PhotoReal’s Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted above; (h) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Platform or data; or (i) aggregate our data with competitors’.
12.2 Rights Reserved by PhotoReal
PhotoReal reserves the right to use any material created through our Platform for our own marketing, promotional, portfolio purposes, and business purposes, without additional compensation to the Photography Customer, Owner, or Photographer. This right extends to using the material on our website, social media, and other marketing channels.
12.3 Photographer’s Rights
The Photographers who create material through the Platform retain their copyright in such material and reserve the right to:
(a) Use the material in their own portfolio; and
(b) Resell or redistribute any material they create, subject to any exclusive period agreed upon with the Photography Customer or Owner.
Nothing in this Section 12.3 shall be construed to limit or supersede the confidentiality obligations set forth in Section 11 of this Agreement or any obligations you may have to Photography Customers or Owners under separate agreements.
13. Miscellaneous
13.1 Modification
You will only be bound by modifications or supplements to this PAA on your acceptance, but if you do not agree to them, you may not be allowed to access our Platform. Such modifications or supplements may be provided to you only via electronic means. From time to time, we may modify information hyperlinked in this PAA (or the addresses where such information may be found) and such modifications shall be effective when posted.
13.2 Severability
Invalidity of any provision of this Agreement does not affect the rest of this Agreement. The parties shall replace the invalid or non-binding provision with provision(s) that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
13.3 Assignment
We may freely assign or transfer this Agreement or any of our rights or obligations in them, in whole or in part, without your prior consent. You agree not to assign this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without such consent is void.
13.4 Conflicts
Except with respect to the Arbitration Provision, if there is a conflict between this PAA and any supplemental terms between you and us, those supplemental terms will prevail with respect to the specific conflict if explicitly provided therein, and is in addition to, and a part of, this Agreement.
13.5 Governing Law
Except as specifically provided in this PAA, this PAA is governed by the applicable law of the state Michigan. The Governing Law shall apply without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.
13.6 Entire Agreement
Except as specifically set forth in Section 13.4 or the Arbitration Provision, this Agreement, constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated herein and therein, and supersedes all prior or contemporaneous agreements or undertakings on this subject matter.
13.7 No Incorporation
Notwithstanding anything herein to the contrary, no agreement, term or other provision relating to your indemnification obligations to us will be considered incorporated by reference, or otherwise a part of, this Agreement.
13.8 Existing Documents
Defined terms in documents accepted in connection with your acceptance of this Agreement that reference a Photography Services Agreement shall be deemed amended to reference analogous terms defined in this Agreement, including by replacing the term “Photography Services Agreement” with “Platform Access Agreement”.
13.9 Arbitration
If a dispute arises regarding this Agreement, the Parties will work in good faith to reach a negotiated resolution within sixty (60) days. If the dispute cannot be resolved within sixty (60) days, then the Parties agree to forsake litigation and resolve any dispute exclusively through arbitral proceedings that the American Arbitration Association (AAA) administers in accordance with its rules. This arbitration will be held in Grand Rapids, Michigan and any proceedings will be conducted in the English language. Having a mutual interest in achieving a cost-efficient outcome, the Parties agree that the arbitration panel shall exercise its discretion in limiting discovery and other pre-hearing procedures in proportion to the size of the dispute and with due regard to eliminating undue burden and expense. Except as specified in the next sentence, the Parties intend that the dispute resolution process in this paragraph will be their exclusive remedy for any dispute arising under or relating to the subject of this Agreement. Either Party may initiate litigation before a court of competent jurisdiction (1) to seek any equitable, interim, or provisional relief to avoid irreparable harm or injury pending arbitration or (2) to seek relief regarding a Party’s confidential, proprietary, or intellectual property rights. If any part of this Agreement is determined through a dispute resolution process described above to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
ACKNOWLEDGMENT AND ACCEPTANCE
By signing below or by clicking “I Accept” or similar acceptance mechanism, you acknowledge that:
You have read and understand all terms of this Platform Access Agreement;
You are operating as an independent contractor and not as an employee of PhotoReal, LLC;
You are solely responsible for maintaining appropriate liability insurance or disclosing the absence thereof to Photography Customers and Owners;
You have successfully completed all required background checks;
If offering drone photography services, you hold all required FAA Part 107 certifications or equivalent;
You agree to the payment terms, non-solicitation provisions, and all other terms set forth herein;
You agree to binding arbitration for disputes as set forth in Section 13.9; and
You understand that PhotoReal, LLC operates solely as a marketplace platform and makes no guarantees regarding service requests or earnings.
Last Updated: January 8, 2026
