Workflow MSA 2026

Last Revision: May 2026

THIS IS A LEGALLY BINDING AGREEMENT between Captura, LLC, formerly ImageQuix, LLC, a South Carolina limited liability company (“Captura,” “we,” “our,” or “us”), and you (“Photographer,” “you,” or “your”), and it is effective as of the date of your acceptance of this Agreement as provided below. You and Captura are collectively referred to herein as the “parties.”

Please read this Agreement carefully, and do not sign up for an account or use or continue to use the Services if you are unwilling or unable to be bound by this Agreement.

THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF OUR SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS INTERNET MASTER SERVICES AGREEMENT, YOU ARE ENTERING INTO, AND ARE DEEMED TO HAVE ACCEPTED, WITHOUT RESERVATION AND IN ITS TOTALITY, THIS INTERNET MASTER SERVICES AGREEMENT (THIS “AGREEMENT”) AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “PHOTOGRAPHER,” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT CLICK A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR EXECUTE AN ORDER FORM, AND YOU MAY NOT USE NOR CONTINUE TO USE THE SERVICES.

You may not access or use the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1) ENGAGEMENT OF SERVICES:

Subject to the terms and conditions of this Agreement, Captura agrees to publish those images submitted by Photographer to the Captura website (“Work Product”) with the Photographer’s intention of generating online orders where payments are processed through the Captura website. During the term of this Agreement Captura will offer Photographer’s customers certain online services, including, but not limited to, the ability to preview, compare, order, and print orders (collectively, “Services”), at prices that are set by the Photographer using Captura software. All pricing, fees, collections and disbursements made in respect of this Agreement and transactions related hereto shall be in US Dollars. Photographer acknowledges and hereby agrees that online services may be varied by Captura from time to time without notice.

Photographer shall have orders sent to the Designated Partner (as defined in the Third Party Data Access Addendum) of their choice for print processing and fulfillment, subject to the terms and conditions of that Addendum. Captura shall not, in any way, be liable for the quality and delivery of the ordered prints. Photographer agrees that in the event of any type of dispute with the chosen Designated Partner, it shall be Photographer’s sole responsibility to resolve said dispute and that Captura shall not be responsible, in any way, for the Designated Partner’s actions or failure to properly fulfill any orders or otherwise provide satisfactory services or prints. Photographer will be responsible for all payments to any and all such Designated Partners and any claims by Photographer’s customers.

Photographer shall immediately notify Captura of returns, refunds, or fee disputes. Photographer also agrees to promptly notify Captura of shipments, price changes, and any other information relevant to any part of the Work Product. All notiﬁcations and submissions pertaining to this Agreement will be made by using the Captura software or in accordance with the provisions of Paragraph 13 (Notices).

Photographer agrees to abide by the provisions of this Agreement as well as the Privacy Policy, both of which are posted on the Captura website. Photographer acknowledges and agrees that this Agreement and Privacy Policy may be amended from time to time by Captura by posting an updated version to the Captura website. Any changes will take effect thirty (30) days after Captura provides notice of the updated terms. Continued use of the Services following such effective date constitutes your acceptance of the then-current version of this Agreement and the Privacy Policy as posted on the Captura website. If Photographer does not agree to the updated terms, Photographer may provide written notice of objection to Captura, in which case the previous terms will remain in effect with respect to Photographer until the next renewal of Photographer’s subscription to the Services.

In addition, Photographer hereby acknowledges that Services provided hereunder may include services provided and/or performed by a payment processor such as Stripe. Such services shall be subject to the Stripe Connected Account Agreement available at https://stripe.com/connect-account/legal.

Photographer hereby expressly agrees to and shall comply with the terms of the Stripe Connected Account Agreement. Photographer hereby consents to Captura using information about or relating to your account with Stripe, including by sharing such information with Stripe, in order to provide the Services.

2) PHOTO POSTING COMPENSATION:

Captura offers multiple annual memberships for its Services. Your initial sign up with Captura includes a 30 day free Trial Membership. After the initial 30 day free Trial Membership, you may become a member by choosing to purchase a Standard Membership or your account will automatically be canceled. All Membership purchases are ﬁnal. No refunds, including full or partial refunds, will be made for any reason once a Membership is purchased or auto-deducted from your Captura order processing account.

Pricing for special or discounted Membership offerings may vary and is subject to change by Captura without notice.

3) FEES AND COMPENSATION:

As compensation for the Services offered hereunder, Captura shall retain fees from the total amount of the sale per order. An order is defined as any number of items purchased by the same buyer in a single transaction. The total amount of the sale includes the item price(s), any handling charges, any shipping costs collected, sales tax and any other applicable fees or commissions. Fees will be calculated based on total amount of the sale per order and will include a merchant credit card processing rate of 3.1% and an order processing commission rate of 10.0%. A merchant transaction fee of $0.35 will also be applied to each online order for Standard Memberships. Account details may be viewed online through Captura Workflow, formerly Blueprint, software preferences.

Premium Memberships are offered on a case-by-case basis and are based on separately speciﬁed metrics, such as annual online order volume, and are subject to agreement to the Premium Membership Enhanced Services Addendum (“ESA”) to this Agreement, as separately executed.

After deduction of all fees from the total amount of the sale , Captura’s payment processor shall pay the Photographer the balance of each order (“Net Sales”), (i.e., total amount of sale minus Captura commission, merchant credit card processing, transaction and other fees (“Service Fees”)), and such Service Fees will be transmitted to Captura by the payment processor. Additional fees may apply, including lab fees and download fees as explained below. When jobs are uploaded with price sheets that contain products from Captura lab partner catalogs, lab fees such as printing and shipping may be deducted automatically from the order, based on the lab associated to that job. Orders with additional services such as Digital Downloads or, 1Touch automated retouching services, are subject to additional fees as set forth at Captura.io/pricing/standard which shall also be deducted from your Account on a monthly basis.

The Net Sales will be paid to the Photographer daily by direct deposit. New accounts have a fraud prevention waiting period estimate of 5-7 days after the ﬁrst successful payment is received before becoming eligible for the ﬁrst payout. Once eligible, payment to the Photographer will happen every business day, excluding holidays, and will include all available payments processed two business days prior (US) or the previous week (Canada). Detailed reporting of payment history may be viewed through the Captura software or through a Stripe Connected Account.

You may opt for the “Instant Payment” option (US Debit Card holders only), which will deposit all of your outstanding funds into your connected account within a few hours. Note this service comes with a 1.5% fee of the amount transferred. Due to IRS Laws, instant payouts cannot exceed $9,999.00.

Any merchant chargebacks requested by the Photographer or Photographer’s customer are the sole responsibility of the Photographer and will be deducted from the available funds in merchant account. Upon a chargeback request, Captura/ Stripe will automatically deduct the full chargeback amount plus a $15.00 Chargeback Fee from the Photographer’s account to hold until the chargeback is processed. If sufﬁcient funds are not available to satisfy the chargeback and Chargeback Fee, Captura will debit Photographer’s connected bank account for the balance due.

If a chargeback occurs, our system will automatically submit evidence on Photographer’s behalf to your customer’s bank/credit card company including a copy of the order invoice. Once Captura receives notiﬁcation from your customer’s bank that charges were accepted by your customers and the chargeback was reversed, Captura will credit the total order amount, plus the Chargeback Fee, to your account.

For partial refunds, Photographer will be credited back the proportional fees (ie a 50% refund would be a 50% refund on all fees).

Photographer shall be solely responsible for and shall timely pay all sales, use, excise, or similar taxes applicable to each order, and Captura will not pay any such taxes on Photographer’s behalf.

Captura shall not, in any way, be liable for any discrepancies between taxes collected on orders and taxes owed by Photographer. Photographer hereby indemniﬁes, defends, and holds harmless Captura from and against any and all such taxes, penalties, interest, surcharges, and related liabilities, judgments, costs and expenses, including reasonable attorneys’ fees, resulting from or in connection with Photographer’s failure to timely pay in full all such taxes as and when same become due.

4) LICENSE AND OWNERSHIP OF WORK PRODUCT:

Photographer represents and warrants to Captura that Photographer is the sole and exclusive owner of all rights, title and interest, including copyrights, in each item of Work Product. Except as expressly provided in this Agreement, Captura shall not have or obtain any right to or ownership interest in Work Product.

Photographer grants to Captura a non-exclusive, paid-up, royalty free license to reproduce, publicly display, perform, distribute and prepare derivative works of each item of Work Product, including all copyrights, moral rights and other intellectual property rights associated with each such image, to the extent necessary to provide the Services during the term of this Agreement. In addition, Photographer grants to Captura a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use Aggregated and DeIdentified Data derived from Work Product solely to develop, train, improve, and enhance Captura’s services, products, and technologies, including through the use of artificial intelligence and machine learning, provided that such data does not identify and cannot reasonably be used to identify Photographer, Photographer’s customers, any Student, or any individual depicted in the Work Product. For the avoidance of doubt, Captura shall not use identifiable Work Product, Personal Data, biometric identifiers, or biometric information for these purposes except as expressly instructed by Photographer or as permitted under applicable law. Any revocation or termination of the license granted in the first sentence of this paragraph by Photographer, in whole or in part, may only be made concurrent with termination of this Agreement made in compliance with Paragraph 10 and in accordance with the provisions of Paragraph 13.

AI/ML Training License. From time to time, Photographer may elect to authorize Captura to use specific items of Work Product to train, develop, test, validate, improve, and enhance Captura’s artificial intelligence and machine learning models, algorithms, and related technologies, including with respect to stylistic and visual attributes such as composition, color, lighting, framing, and editing style (the “AI Training Use”). The AI Training Use shall apply only to those items of Work Product that Photographer affirmatively designates or opts in to such use through the Captura platform or by separate written instruction, and in no event shall Captura create, derive, extract, store, or use any faceprint, facial geometry template, voiceprint, or other biometric identifier or biometric information from the Work Product for the AI Training Use. Where Photographer so authorizes the AI Training Use, Photographer grants Captura a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, and create derivative works of the designated Work Product solely for the AI Training Use. Photographer represents and warrants that it has obtained, and will maintain, all rights, permissions, consents, and lawful bases (including from any individual depicted in, and from any owner or licensor of, such Work Product) necessary to grant the foregoing license and to authorize Captura’s AI Training Use of the designated Work Product, and Photographer shall indemnify, defend, and hold harmless Captura from and against any claims, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to a breach of the foregoing representation and warranty.

5) COVENANTS, REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION:

Photographer acknowledges that it may, from time to time, obtain information, opinions, statements and advice from Captura personnel as a part of Photographer’s selection and customization of the Services for use by its customer, and Photographer covenants and agrees that any decisions or choices by, and any act or failure to act on the part of, the Photographer shall be in the Photographer’s sole and exclusive discretion and judgment after due investigation and consideration, without regard to any such information, opinions, statements or advice. Photographer further covenants and agrees that it shall have the sole and exclusive responsibility and liability for fully and properly testing the Services to be provided to its customers, and that it will ensure such Services, including Photographer Work Product, inputs and information, are displayed and function correctly and completely prior to publishing.

Photographer represents, warrants, covenants and agrees the following:

Photographer has the right and unrestricted ability to grant the license provided in Paragraph 4 to Captura;
No part or item of the Work Product will infringe upon any copyright, right of publicity or privacy, or any other personal, proprietary or intellectual property right of any person, whether contractual or in accordance with statutory or common law; c) Photographer will be solely responsible for any decision made or action taken by it using or in connection with the Captura website or Services, including in connection with planning, developing or operating its storefront or pricing, functionality or components thereof; d) Photographer will fully test and ensure desired operation and functionality of all aspects of Photographer’s storefront prior to publishing for customer access and use; e) Photographer will secure “prior express written consent” as deﬁned and set forth in the Telephone Consumer Protection Act (“TCPA”) as required to send any notiﬁcations or other communications to any e-mail addresses and/or telephone numbers provided to Captura; and f) Photographer will at all times comply with the Stripe Connected Account Agreement.
Photographer has the right and authority to enable the Selfie-Match Feature (as defined below) and any other biometric functionality of the Services for its customers and end users, and will comply with all laws applicable to the collection, storage, use, and transmission of biometric information or data collected, used, or transmitted at Photographer’s direction through the Services. Before enabling the Selfie-Match Feature or otherwise causing biometric information or data to be collected through or submitted to the Services, Photographer has provided each affected individual (and, for individuals under the age of 18, such individual’s parent or legal guardian) a copy of the Captura Biometric Information Privacy Policy and has obtained such individual’s (and, where applicable, parent’s or guardian’s) written consent as required by law. Photographer is solely responsible for ensuring that all features and functionality that Photographer utilizes that enable or rely on the collection or use of biometric information or data comply with all applicable law. With respect to biometric identifiers and biometric information that Captura directly collects, processes, or stores through the Selfie-Match Feature or any other Captura-operated biometric functionality, Captura shall maintain its own biometric data compliance program in accordance with Paragraph 11A (Biometric Data) and applicable biometric privacy law.

Photographer hereby indemniﬁes, defends and holds harmless Captura from any and all damages, costs, claims, expenses or other liabilities, including reasonable attorneys’ fees, arising from or relating to Photographer’s breach or alleged breach of the representations and warranties set forth in Sections 4 and 5 hereof. Captura is not responsible for any errors or omissions in the information contained in this website, or for the results obtained from the use of any information contained herein. All information in this website is provided “as is”, with no guarantee of availability, accessibility, completeness, accuracy, timeliness, or of the results obtained from the use of this information.

CAPTURA HEREBY EXPRESSLY DISCLAIM ALL, AND PHOTOGRAPHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO, WARRANTIES, GUARANTEES, CONDITIONS, COVENANTS OR REPRESENTATIONS BY CAPTURA, EXPRESS OR IMPLIED (IN LAW OR IN FACT), WHETHER ORAL OR WRITTEN, ARISING UNDER LAW, IN EQUITY, BY CUSTOM OF USAGE OR TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. CAPTURA ALSO MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTEES, CONDITIONS OR COVENANTS OF ANY TYPE WITH RESPECT TO THE ACCESSIBILITY OR AVAILABILITY OF THE WEBSITE OR THE SERVICES TO ANY USER.

6) LIMITATION OF LIABILITY:

WITH THE EXCEPTION OF PHOTOGRAPHER’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’S LIABILITY PURSUANT TO SECTIONS 3, 4, 5, 8 AND 11 HEREOF AND ANY APPLICABLE ADDENDUM, IN NO CASE SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE AMOUNTS PAID BY OR ON BEHALF OF PHOTOGRAPHER UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

7) INDEPENDENT CONTRACTOR RELATIONSHIP:

Photographer’s relationship with Captura is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Photographer shall be deemed the seller of any products or services available to its customer through the Captura website as a result of Photographer’s submission of Work Product, including reprints. Photographer is not entitled to any beneﬁts which Captura may make available to its employees, including, but not limited to, group health or life insurance, proﬁt-sharing or retirement beneﬁts. Photographer is not authorized to make any representation, contract or commitment on behalf of Captura unless speciﬁcally requested or authorized in writing by an authorized Captura ofﬁcer. Photographer is solely responsible for timely ﬁling all tax returns and making any required payments to any Federal, State or local tax authority for performance of services and receipt of fees under this Agreement. Photographer shall be solely liable for any failure to pay all applicable taxes. Captura shall not be required to withhold any part of Photographer’s compensation for the payment of any Social Security, Federal, State or any other employee payroll taxes. Photographer is solely responsible for maintaining adequate records of expenses incurred while performing services under this Agreement.

8) CONFIDENTIAL INFORMATION:

Photographer agrees to hold Captura’s Conﬁdential Information in strict conﬁdence, and not to disclose such Conﬁdential Information to any third parties. Conﬁdential Information, as used in this Agreement, shall mean all information that Captura may disclose to Photographer that derives economic value, actual or potential, from not being generally known in Captura’s trade or industry, and is the subject of efforts that are reasonable under the circumstances to maintain their secrecy.

“Confidential Information” includes, but is not limited to, the following: a) Concepts and ideas relating to the development and distribution of content in any medium or to current, future and proposed products or services of Captura, its subsidiaries or afﬁliates; b) Trade secrets, drawings, inventions, know-how, software programs, and software source documents; c) Information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished ﬁnancial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; d) Business discussions, negotiations or agreements between the parties; e) Any information regarding the skills and compensation of employees, contractors or other agents of Captura or its respective subsidiaries or afﬁliates. f) Proprietary or conﬁdential information of any third party who may disclose such information to Captura or Photographer in the course of Captura’s business.

Photographer’s obligations, as set forth herein, shall not apply to any portion of the Conﬁdential Information that Photographer can show, by competent proof, was: a) in the public domain at the time Captura communicated it to Photographer; b) in the public domain, through no fault of Photographer, subsequent to the time the information is communicated to Photographer; c) in Photographer’s possession, free of any obligation of conﬁdence at the time the information communicated to Photographer; d) rightfully communicated to Photographer, free of any obligation of conﬁdence, subsequent to the time the information was communicated to Photographer; e) developed by Photographer’s employees or agents, independently of and without reference to, any information that Captura communicated to Photographer; or if communicated by Captura to an unafﬁliated third party, free of any obligation of conﬁdence. Photographer may disclose Captura’s Conﬁdential Information in response to a valid Court Order or as required by another governmental body or by law; provided Photographer shall provide prompt notice to Captura of such Order to enable Captura to seek a protective order or otherwise prevent or restrict such disclosure. All Conﬁdential Information furnished to Photographer is the sole and exclusive property of Captura, its suppliers or customers. Upon request by Captura, Photographer shall promptly surrender originals and any copies of Conﬁdential Information.

Conﬁdential Information shall survive for 3 years beyond the termination or expiration of this Agreement; provided, however, that in the event that any information described as Conﬁdential Information is a Trade Secret as deﬁned by the South Carolina Trade Secrets Act, such information shall be considered to be a Trade Secret and not Conﬁdential Information hereunder, and Photographer shall be under the obligation to maintain conﬁdentiality as described herein for so long as such information remains a trade secret.

Photographer acknowledges that a breach or threatened breach by Photographer of any of its obligations under any part of this Paragraph 8 would give rise to irreparable harm to the other parties for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by Photographer of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, speciﬁc performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or other security).

Captura may aggregate and de-identify Photographer Data and information about users, Photographer’s customers, and transactions, and may obtain, store, and use and disclose such aggregated or de-identified information for any lawful purpose, including without limitation, for internal business analytics, product improvement, reporting, and the development, training, and improvement of artificial intelligence and machine learning models and technologies, provided that such information: (a) does not identify any individual; (b) cannot reasonably be used to identify any individual; and (c) is not shared with third parties except in aggregated, de-identified form that does not identify Photographer or Photographer’s customers.

9) DATA STORAGE DURABILITY:

Captura makes a reasonable effort to provide a durable storage infrastructure so that objects are stored redundantly across multiple facilities within a region (objects are image ﬁles or any type of data). Although our storage is intended to be reliable, to ensure the safety and security of your images you should maintain the original (or a copy of similar quality and resolution) of each object you upload to Captura on a separate system, network or on equipment you elect. You are responsible for maintaining each of your objects independently of Captura. Captura will not be responsible for the loss of any objects under any circumstances.

Shopping Cart Only Members:

All jobs/ data that have orders within 24 months will be stored in our active database and are accessible. Jobs/Data that do not have any activity within 24 months are eligible for archiving.
We will never delete images and data for active Captura customers – instead, we will be archiving images in long term storage.

Smart Workﬂow Members:
Yearly active storage is covered in your annual software license and images will not be archived into long term storage.

Expired Memberships:

Upon expiration or termination of a Membership, Captura shall retain Photographer Data and Work Product for a period of one hundred and eighty (180) days, during which Photographer may request export of such data. Following such period, Captura shall delete or return Photographer Data and Work Product in accordance with Photographer’s written instructions, except to the extent retention is required by applicable law or necessary to resolve pending disputes. Captura shall provide written confirmation of deletion upon Photographer’s request. Notwithstanding the foregoing, Biometric Data (as defined in Section 11 shall be retained and destroyed in accordance with the schedule set forth in Section 11 and shall not be retained for the one hundred and eighty (180)-day post-termination period set forth in this Section.

10) TERM AND TERMINATION:

Term: The initial term of this Agreement is for one (1) year from date of your acceptance unless terminated earlier as provided herein. Thereafter, this Agreement SHALL AUTOMATICALLY RENEW, ON ITS ANNIVERSARY DATE, FOR ADDITIONAL ONE (1) YEAR TERMS unless either Captura or Photographer provides written notice to the other party, which notice is received by the other party at least sixty (60) days prior to any such anniversary date, that the Agreement shall not renew. Said notice shall be made in accordance with the provisions of Paragraph 13.
Termination by Captura: Captura may terminate this Agreement, with or without cause, at any time upon ﬁfteen (15) days’ written notice to Photographer. Said notice shall be made in accordance with the provisions of Paragraph 13 (Notices). Without limiting the ﬁrst sentence of this clause 10.2, if termination is based upon an event of default or breach, the Agreement will terminate if such default or breach is not remedied within the 15 day notice period. Captura may also terminate this Agreement immediately without providing prior notice and without providing any right to cure upon Photographer’s material breach of Paragraph 8 (Conﬁdential Information) or Paragraph 11 (Privacy, Decency, Biometric Data, FERPA and DMCA).
Survival: Paragraphs of this Agreement which by their nature are intended to survive the termination, cancellation, completion, or expiration of the Agreement shall continue as valid and enforceable obligations of the parties notwithstanding any such termination, cancellation, completion, or expiration.

11) PRIVACY, DECENCY, BIOMETRIC DATA, FERPA, AND DMCA:

Photographer shall not upload, post, transmit, or submit to the Captura web site any item or material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, lewd, obscene, libelous, invasive of another’s privacy, hateful, racially or ethnically offensive, or sexually explicit. In addition, Photographer shall ensure that it has provided all required notice, and obtained all required consent, from individuals with respect to all Personal Data submitted to Captura or the Services, including but not limited to providing appropriate notice and obtaining appropriate consent prior to collecting or processing, or causing Captura to collect or process on behalf of Photographer in connection with the Services, any biometric data or information. Captura shall have the right, but not the duty, to monitor and remove any Work Product or other content on the Captura web site, and Captura shall be the sole judge of decency and appropriateness, and has the sole discretion to refuse to publish, reject or remove, any Work Product or other content. Photographer acknowledges that employees, contractors or other agents of Captura may access, store and transfer any item or material, including without limitation Personal Data, outside the country in which Photographer or Photographer’s customers reside, such as in the United States or other countries listed in the Privacy Policy, as may be amended from time to time. Photographer agrees that it shall be solely responsible to comply with all applicable laws, including privacy laws, and provide any notices and obtain any authorizations or consents required to enable Captura to lawfully access, store or transfer items or materials to another jurisdiction, and that Captura shall not be responsible, in any way, for Photographer’s inaction or failure to comply with applicable laws or obtain such authorizations in connection thereto. Photographer hereby indemnifies, defends and holds harmless Captura from any and all damages, costs, claims, expenses or other liability, including reasonable attorneys’ fees, arising from or relating to Photographer’s breach or alleged breach of this Paragraph.

From time to time, Captura may make available optional facial recognition functionality, including a “selfie-match” feature that allows Photographer’s customers (or end users authorized by Photographer’s customers) to upload a reference photograph of themselves so that images in which the same individual appears can be identified within Photographer’s galleries (the “Selfie-Match Feature”). The Selfie-Match Feature is enabled only at Photographer’s election on a job-by-job or gallery-by-gallery basis, is powered in part by Amazon Web Services, Inc. and its Amazon Rekognition service (“AWS”), and is subject to the additional terms set forth in Paragraph 11A (Biometric Data) and the Captura Biometric Information Privacy Policy. Photographer acknowledges that AWS will act as a sub-processor of Captura with respect to biometric identifiers and biometric information processed through the Selfie-Match Feature, and that Captura’s list of authorized sub-processors (including AWS) is set forth in the Captura Data Processing Addendum.

No Use by Children Under 13. The Services are not directed to, and may not be used by, any individual under the age of 13. Photographer shall not knowingly permit any individual under the age of 13 to access, register for, or use the Services, and shall not create or authorize the creation of any user account, login, or credential for any individual under the age of 13. Captura reserves the right to suspend or terminate any account that Captura reasonably believes is held or used by an individual under the age of 13. This Section does not limit Photographer’s ability to upload photographs of children under the age of 13 in accordance with applicable law.

Biometric Data:

(a) Scope. This Paragraph 11A applies to biometric identifiers (including scans of face geometry and facial recognition templates or vectors) and biometric information derived therefrom (collectively, “Biometric Data”) that Captura directly collects, processes, or stores through the Selfie-Match Feature or any other Captura-operated biometric functionality of the Services.

(b) Purpose Limitation. Captura shall process Biometric Data solely for the purpose of providing the Selfie-Match Feature and related functionality requested by Photographer or Photographer’s authorized end users, and for no other purpose. Without limiting the generality of the foregoing, Captura shall not (i) use Biometric Data to train, develop, test, validate, or improve any artificial intelligence or machine learning model (including under the AI/ML Training License in Paragraph 4 or the aggregated/de-identified data license in Paragraph 8); (ii) sell, lease, trade, or otherwise profit from Biometric Data; or (iii) disclose Biometric Data to any third party other than (A) AWS in its capacity as sub-processor of the Selfie-Match Feature, (B) as expressly directed by Photographer or the applicable end user, or (C) as required by law.

(c) Retention and Destruction. Captura shall establish a retention schedule and destruction guidelines for Biometric Data in accordance with applicable law. Captura shall permanently destroy Biometric Data when the initial purpose for collecting or obtaining such Biometric Data has been satisfied or within one (1) year of the individual’s last interaction with the Selfie-Match Feature, whichever occurs first, and in no event later than three (3) years after the individual’s last interaction with Captura.

(d) Security. Captura shall store, transmit, and protect Biometric Data using a reasonable standard of care for the photography and educational imaging industry, and in a manner that is the same as or more protective than the manner in which Captura stores, transmits, and protects other confidential and sensitive information.

(e) Sub-Processors. Captura’s use of AWS (including Amazon Rekognition) as a sub-processor of Biometric Data is subject to a written agreement that (i) restricts AWS’s use of Biometric Data to providing the Selfie-Match Feature on Captura’s behalf, (ii) prohibits AWS from using Biometric Data to train AWS’s own models or for any other purpose, and (iii) imposes confidentiality, security, and deletion obligations no less protective than those set forth in this Paragraph 11A. Captura shall remain responsible for the acts and omissions of AWS with respect to Biometric Data to the same extent as if performed by Captura.

(f) End-User Rights. Captura shall handle individual access, correction, and deletion requests with respect to Biometric Data in accordance with the Captura Data Processing Addendum and applicable law.

FERPA:

(a) Definitions. “Education Records” and “personally identifiable information” (“PII”) have the meanings given in the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and its implementing regulations at 34 C.F.R. Part 99 (collectively, “FERPA”). “School” means an educational agency or institution (or a person acting for such agency or institution) that is subject to FERPA. “Student Data” means any Education Records, or PII derived from Education Records, that is uploaded to, transmitted through, collected by, or otherwise processed by the Services in connection with Photographer’s engagement by a School.

(b) Photographer Representations Regarding School Engagements. Where Photographer has been engaged by a School and Student Data is or will be processed through the Services, Photographer represents, warrants, and covenants that: (i) Photographer has a written agreement with the School that authorizes Photographer to engage Captura as a service provider with respect to Student Data; and (ii) such agreement, together with this Agreement, is sufficient under FERPA to designate Captura (and, as applicable, Captura’s authorized sub-processors) as a “school official” with a “legitimate educational interest” within the meaning of FERPA, or otherwise satisfies an applicable exception to FERPA’s consent requirements.

(c) Captura Obligations. To the extent Captura processes Student Data on behalf of Photographer or a School, Captura shall: (i) use Student Data solely to provide the Services as directed by Photographer or the School, and for no other purpose, except as required by law, and shall not use Student Data that constitutes PII to train, develop, or improve any artificial intelligence or machine learning model; (ii) not re-disclose Student Data except as permitted by FERPA; and (iii) maintain Student Data under the direct control of Photographer and the applicable School with respect to the use and maintenance of such Student Data, as contemplated by FERPA.

DMCA. It is the policy of Captura to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions under the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”). The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing the designated agent of an alleged copyright infringement, the complainant must:

Identify the copyrighted work that allegedly has been infringed. If multiple copyrighted works at a single online site are involved, please provide a list of the works on that site.
Describe the material that is claimed to be infringing and provide sufﬁcient information to permit Captura to locate that material.
Provide your contact information, including an address, telephone number, and, if available, an e- mail address.
Certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner’s agent, or law.
Certify that the information that you have provided Captura is accurate. The complainant should attest under penalty of perjury that s/he is authorized to enforce the copyrights that allegedly have been infringed.
Include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner.

Notice, Takedown, and Restore Procedure: Captura expects all users of its system to comply with applicable copyright laws. However, if Captura is notiﬁed of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, it will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. Captura will follow the procedures outlined in the Digital Millennium Copyright Act with regard to appropriate notiﬁcations of the user and the complaining party, acceptance of counter notiﬁcations, and, where indicated, “putback” of the alleged infringing material. Refer to the United States Copyright Ofﬁce for the provisions of the DMCA at http://www.loc.gov/copyright/legislation/dmca.pdf.

Repeat Infringers: Where it has been clearly established that a Captura client is a repeat offender, Captura may terminate that person’s account.

Notiﬁcation Agent: Pursuant to the DMCA, Captura has designated an agent to receive notiﬁcation of alleged copyright infringement occurring on Web pages or computer servers. If you believe that your copyrighted work is being infringed on an Captura site, please notify our designated agent, preferably by email, at:

Website Notiﬁcation Administrator copyright@Captura.io

919-355-4001

12) RIGHTS OF SUCCESSORS AND ASSIGNS:

Photographer may not subcontract or otherwise delegate its obligations under this Agreement without Captura’s prior written consent. Subject to the foregoing, this Agreement will be for the beneﬁt of Captura’s successors and assigns, and will be binding on Photographer’s assignees.

13) Notices:
Any notices or demands shall be in writing and shall be made via email to the address set forth below :

If to Captura:

finance@Captura.io

If to Photographer:

To the active address as stated on the Photographer’s Captura account.

Such notice or demand shall be deemed to have been made when sent by email to the address set forth above, with confirmation of delivery. The above email addresses may be changed at any time by giving thirty (30) days prior written notice as provided herein.

14) GOVERNING LAW:

This Agreement and any dispute arising hereunder shall be construed and enforced in accordance with the substantive and procedural laws of the State of South Carolina without regard to the conﬂicts of law principles of any jurisdiction.

15) SUBMISSION TO JURISDICTION:

Any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of South Carolina in each case located in the City of Greenville and County of Greenville, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certiﬁed mail to such party’s address as set forth in Paragraph 13 herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

16) NON-DISPARAGEMENT:

Neither party shall make any disparaging written or oral statements about the other party in an attempt to persuade customers of the other party to discontinue or curtail their relationship with the other party, to discontinue or forgo entering into any business or service relationship with the other party, or to otherwise terminate their association with the other party.

17) SEVERABILITY:

The provisions of this Agreement are intended to be severable, so that if any of them are held to be illegal or void by a Court of competent jurisdiction, the remainder of said provisions shall remain in full force and effect.

18) WAIVER:

The failure of Captura to insist on strict performance of any of the agreements, terms, covenants and conditions hereof shall not operate, be construed, or be deemed a waiver of any rights or remedies that Captura may have for any subsequent breach, default or non-performance and the right of Captura to insist on strict performance of this Agreement shall not be affected by any previous waiver or course of dealing.

19) REMEDIES CUMULATIVE:

The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

20) INTERPRETATION:

For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to sections, schedules and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modiﬁed from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated under that statute or successor legislation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

21) ENTIRE AGREEMENT:

This Agreement, together with all addenda, schedules, documents, and URL links referred to herein, constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, or commitment outside those expressly set forth herein. Captura may amend this Agreement as set forth herein.

22) PRIVACY POLICY; DATA PROCESSING:

The Services are provided by Captura under this Agreement subject to Photographer’s consent to and compliance with Captura Policies and Procedures, including Captura’s Privacy Policy. By accessing or using the Services, Photographer will be deemed to have, and does hereby agree to, consent to Captura’s Privacy Policy and to the Captura Biometric Information Privacy Policy.

The terms of the Captura Data Processing Addendum are incorporated by reference and will apply to the extent any Photographer Data includes any information relating to an identified or identifiable individual where such information is protected similarly as personal data, personal information, or personally identifiable information under applicable data protection laws (“Personal Data”). The DPA sets out how we will process Personal Data on your behalf in connection with the Services provided to you under this Agreement.

THIRD PARTY DATA ACCESS ADDENDUM

This Third Party Data Access Addendum (“Addendum”) supplements and forms an integral part of the Internet Master Services Agreement (“Agreement”) between Photographer and Captura. Capitalized terms not defined herein have the meanings set forth in the Agreement.

1. PURPOSE AND SCOPE

This Addendum governs Captura’s disclosure of API Data to Designated Partners through Captura's APIs for the purpose of enabling such Designated Partners to provide print, fulfillment, technology, or other services to or on behalf of Photographer. This Addendum supplements and does not limit Photographer's obligations under Paragraph 1 (Engagement of Services) with respect to labs chosen by Photographer for print processing and fulfillment.

2. DEFINITIONS

“API Data" means any data, content, or information transmitted through Captura's APIs, including but not limited to Photographer Data and other information and data relating to Photographer, Photographer's customers, order details, images, and metadata.

“Designated Partner" means any third party laboratory, printer, integration vendor, or other external entity that has been granted access to Captura's APIs to provide services to Photographer and that has agreed to Captura's API Terms of Use.

"Photographer Data" means Work Product (as defined in Paragraph 1 of the Agreement), personal data of Photographer's customers, order-related data, images, metadata, or other information provided to or processed by Captura on behalf of Photographer.

"User Content" means any data, content, or information created or submitted by end users of Captura's platform that is made accessible through the APIs.

3. PHOTOGRAPHER INSTRUCTIONS AND WARRANTY

3.1 Instructions.

Photographer hereby authorizes Captura to transmit, disclose, or otherwise make available API Data to one or more Designated Partners selected by Photographer through Captura's platform.

3.2 Authority and Compliance.

Photographer represents and warrants that:

(a) Photographer has obtained all necessary rights, permissions, consents, and lawful bases to authorize Captura’s disclosure of API Data to each Designated Partner;

(b) such disclosure does not violate any applicable law, contractual obligation, or privacy notice;

(c) Photographer is solely responsible for establishing and maintaining any agreements governing the Designated Partner’s receipt or use of API Data separate from Captura's API Terms of Use; and

(d) Photographer will comply with all applicable data protection and privacy laws in connection with the disclosure of API Data to Designated Partners.

4. Photographer Obligations

4.1 Oversight of Designated Partners.

Photographer shall be solely responsible for the acts, omissions, and data handling practices of each Designated Partner. Captura shall have no obligation to monitor or supervise any Designated Partner.

4.2 Security and Compliance of Designated Partners.

Photographer shall ensure that each Designated Partner implements administrative, technical, and physical safeguards designed to protect API Data against unauthorized access, disclosure, alteration, or destruction. Such measures shall be no less protective than industry-standard practices for the type of data being processed.

4.3 Security Incidents.

Photographer shall ensure that each Designated Partner notifies Captura in writing within twenty-four (24) hours of discovering any actual or reasonably suspected unauthorized access to, or acquisition, disclosure, or loss of, API Data ("Security Incident"). Photographer shall cooperate with Captura in investigating and remediating any Security Incident.

4.4 Indemnification.

Photographer shall indemnify, defend, and hold harmless Captura and its affiliates, officers, directors, employees, and agents from any claims, losses, liabilities, damages, fines, penalties, costs, or expenses (including reasonable attorneys' fees) arising from or relating to: (a) a Designated Partner's access to or use of API Data or Captura's APIs; (b) a Designated Partner's breach of Captura's API Terms of Use; (c) a Designated Partner's violation of any applicable law; or (d) any breach of Photographer's representations, warranties, or obligations under this Addendum.

5. Captura Responsibilities and Limitations

5.1 Role of Captura.

With respect to disclosures to Designated Partners, Captura acts solely on Photographer’s instructions and solely as a processor (or analogous role under applicable data protection law). Captura does not assume any obligations regarding a Designated Partner’s subsequent processing of API Data.

5.2 Not a Sub Processor.

Each Designated Partner is an independent third party recipient selected by Photographer. For clarity, no Designated Partner shall be deemed a sub-processor, subcontractor, agent, or representative of Captura.

5.3 Conditions for Access.

Captura shall condition each Designated Partner’s access to APIs or API Data on acceptance of Captura's API Terms of Use. Captura may modify, suspend, or discontinue any Designated Partner's API access, in whole or in part, at any time with or without notice. Without limitation, Captura may immediately revoke a Designated Partner's access if: (a) the Designated Partner breaches any provision of Captura's API Terms of Use; (b) the Designated Partner's relationship with Photographer terminates; (c) Photographer revokes authorization for the Designated Partner to access API Data; or (d) Captura determines, in its sole discretion, that continued access poses a security or legal risk.

6. Revocation and Discontinuation of Access

Upon Photographer’s written instruction or upon termination of a Designated Partner's access, such Designated Partner shall immediately cease using the APIs and, at Captura's election, return or destroy all API Data in its possession (including any cached or stored data), except to the extent retention is required by applicable law. Photographer acknowledges that Captura is not responsible for a Designated Partner’s retention, use, or disclosure of API Data after termination.

7. Intellectual Property

The APIs, documentation, and all related technology, including all intellectual property rights therein, are and shall remain the exclusive property of Captura. This Addendum does not grant Photographer or any Designated Partner any rights in the APIs except as expressly set forth herein and in Captura's API Terms of Use. Designated Partners shall not copy, modify, reverse engineer, disassemble, or decompile the APIs.

8. Disclaimer of Warranties

THE APIS ARE PROVIDED "AS IS" AND "AS AVAILABLE." CAPTURA DOES NOT GUARANTEE ANY SPECIFIC UPTIME, AVAILABILITY, OR PERFORMANCE LEVEL FOR THE APIS. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, CAPTURA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE APIS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CAPTURA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS ADDENDUM, DESIGNATED PARTNER ACCESS, OR THE APIS, REGARDLESS OF THE THEORY OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPTURA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS ADDENDUM SHALL NOT EXCEED THE FEES PAID BY YOU TO CAPTURA IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS SECTION 9 SHALL NOT BE CONSTRUED TO INCREASE CAPTURA’S TOTAL LIABILITY UNDER THE AGREEMENT, AND CAPTURA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS ADDENDUM AND THE AGREEMENT, TAKEN TOGETHER, SHALL NOT EXCEED THE LIMITATION SET FORTH IN SECTION 6 OF THE AGREEMENT.

10. Term and Effect

This Addendum shall remain in effect for the term of the Agreement. Sections 4.3 (Security Incidents), 4.4 (Indemnification), 7 (Intellectual Property), 8 (Disclaimer of Warranties), and 9 (Limitation of Liability) shall survive any termination of this Addendum. In the event of a conflict between this Addendum and the Agreement, this Addendum shall govern with respect to matters relating to Designated Partners and API access.

Workflow Internet Master Services Agreement