Terms of Service

Terms Of Service
[Last Amended: January 6, 2025]

This Terms of Service (“Terms”), together with the Data Protection Agreement (“DPA”) (collectively, the “Agreement”), governs your use of our Platform (as defined below) and constitutes a legally binding and enforceable agreement between you, the user of our Platform (“you” or “your”), and DANIEL TAM ART GALLERY LIMITED (“DANIEL TAM ART GALLERY LIMITED”, “we”, “us” or “our”). Each party to the Agreement shall be referred to as a “party” and collectively as the “parties”.

ACCEPTANCE OF THE AGREEMENT: BY CREATING AN ACCOUNT OR OTHERWISE USING THE SERVICES OR PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OR PART OF THIS AGREEMENT, DO NOT CREATE AN ACCOUNT OR USE THE SERVICES. THIS AGREEMENT GOVERNS YOUR ACCESS TO, AND USE OF, THE WEBSITES, SERVICES, PLATFORM AND INTEGRATIONS OWNED, OPERATED OR PROVIDED BY DANIEL TAM ART GALLERY LIMITED.

We may modify, correct or amend this Agreement at any time at our discretion. The most current version will be displayed or otherwise made available to you with an updated “Last Amended” date. We may also notify you by means we consider appropriate when material changes are made. Your continued use of the Services following publication of an amended version constitutes your acceptance of the amendments. If you wish to terminate due to changes, follow the process in the Term and Termination section.

1. SCOPE OF SERVICE

1.1. We offer an online SaaS platform (“Platform”) enabling professional photographers (“Photographers”) to create online galleries (“Galleries”) by uploading photos, videos and other digital files (“Content”); invite customers (including prospective customers and casual visitors, collectively “Customers”) to register and view Content; offer goods and services such as merchandise creation and photo printing via third-party vendors (“Photo Labs”, subject to their terms); provide video streaming gallery services (“Video Streaming”); and provide marketing tools (collectively, the “Services”). Features available to you depend on your subscription plan.

1.2. During the Agreement term, we may provide technical support as part of the Services. Availability and scope of support are at our sole discretion and subject to available resources.

1.3. We do not review Content uploaded to the Services. You acknowledge and agree we are not responsible or liable for any Content uploaded, posted, or otherwise transmitted through the Services by you or any third party. We reserve the right, but are not obligated, to remove any Content we, in our sole discretion, consider to violate the Agreement or be otherwise unacceptable.

1.4. We may change, modify, suspend, or discontinue any aspect of the Services at any time without notice and without liability, except where applicable law requires reasonable efforts to inform you of significant changes that materially affect you.

1.5. To use certain Services, Photographers must meet technical requirements, including uploading high-resolution Content, ensuring its continued availability, and re-uploading Content if removed or moved from a Gallery. Failure to re-upload removed Content constitutes a breach and may result in suspension or closure of the Account.

1.6. These Terms set acceptable conduct for our Services. Certain Services are intended for use by individual photographers’ businesses only. If your usage exceeds your plan, you must upgrade to a higher plan. For multi-user or organization-level Services, contact us for options. We may charge additional fees to users who exceed fair usage or who exceed 20GB per project and 100GB of monthly bandwidth. We may terminate any account immediately for unlawful, prohibited, abnormal or abusive use, or use contrary to these Terms.

1. REGISTRATION AND ACCOUNT

2.1. To use the Services, you may need to register and create an account (“Account”). During registration you will provide certain information, including personal data processed under our Privacy Policy. You represent and warrant that all Account information is accurate and complete. If you register for our email marketing tools, we may use your email address to send marketing and operational messages.

2.2. You will choose a username and password to access your Account. You are solely responsible for maintaining their confidentiality and for all activities under your Account, whether by you, your Customers (if you are a Photographer), or anyone acting on your behalf. Except as permitted herein, you may not assign or transfer your Account or share credentials. We may require you to choose a new or stronger password. Notify us immediately of unauthorized use. We are not liable for losses resulting from your failure to secure your Account and we have no duty to monitor or secure it.

1. LICENSE TO USE AND RESTRICTIONS OF USE

3.1. Subject to these Terms and your plan, we grant you a revocable, limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license, during the Term, to use the Services solely as permitted herein.

3.2. We may, at our sole discretion: (i) determine features, settings, pricing, and other tools; (ii) modify, update, enhance, remove, replace, discontinue or cease any features or functionalities temporarily or permanently; and (iii) modify or renew the license granted hereunder in connection with the foregoing changes, without liability to you.

3.3. You agree not to, and not to allow others to: (i) interfere with, compromise, or attempt to decipher transmissions to/from the Services; (ii) impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (iii) sell, license, lease, assign, transfer, pledge, or share rights under this Agreement except as permitted; (iv) disassemble, decompile, reverse engineer or attempt to discover source code or underlying algorithms; (v) upload viruses, worms, malicious code or other harmful agents; (vi) interfere with proper working or security measures of the Services; (vii) bypass measures used to prevent or restrict access; (viii) use the Services for illegal or unauthorized purposes or in ways that could give rise to civil liability; (ix) modify or create derivative works of the Services; (x) infringe any third-party rights (including privacy, publicity, or IP rights); or (xi) violate any applicable laws (including copyright laws) in your or your end users’ jurisdiction.

3.4. You may not offer or sell goods/services, or provide information or content, that is hazardous, counterfeit, stolen, fraudulent, offensive, abusive, prohibited, or otherwise illegal, including consumer, IP, privacy, product safety, trade sanctions, support, maintenance or export restrictions. You agree not to upload or make available content that: (i) is false, misleading, deceptive, or discriminatory; (ii) is defamatory, obscene, pornographic, or sexually explicit; (iii) involves illegal gambling; (iv) promotes illegal activity; or (v) includes copyrighted materials without permission.

3.5. Breach of this Section may result in suspension or termination of your Account or this Agreement, in addition to any other remedies available at law.

1. SUBSCRIPTION FEES AND RECURRING PAYMENTS

4.1. We offer various subscription plans which may change over time. Features you receive depend on your selected plan.

4.2. We may remove plans or change features, tools, or functionalities from time to time. If a change materially and adversely affects your current plan, we will notify you and you may terminate your subscription.

4.3. Subscription fees and any other charges (including taxes and transaction fees) will be charged via the payment method you provide at purchase through a third-party payment processor chosen at our discretion. We are not liable for processing errors or miscalculations by such third parties.

4.4. Your billing period and frequency depend on your chosen plan. Late or failed payments may result in suspension or termination of your Account and the Services until payment is successfully processed.

4.5. Plans auto-renew at the end of each billing period. We will notify you prior to renewal.

4.6. We may change subscription prices by giving at least 30 days’ prior written notice through reasonable means. You will have sufficient time to cancel before new prices take effect. By not canceling, you accept the new price. You may terminate per Section 11.

4.7. We may offer promotions from time to time. We may change or cancel promotions at our discretion.

1. PHOTO STORE

5.1. The Platform enables Photographers to offer Customers goods and services, including merchandise and printing via Photo Labs. Photographers must meet technical requirements such as uploading high-resolution Content.

5.2. Photographers must select a payment method before Customers can order prints. Payments may be processed through a third-party provider of your choice or through our selected provider.

5.3. If a Photo Lab cannot fulfill an order due to unavailable high-resolution Content, we will use reasonable commercial efforts to cancel the order and refund the Customer. If your Gallery uses a revenue-share model, canceled orders are excluded from revenue sharing.

5.4. FOR THE AVOIDANCE OF DOUBT, WE ARE NOT RESPONSIBLE FOR REFUNDING CUSTOMERS WHO PLACE ORDERS THROUGH THE PLATFORM. ONCE ORDERS ARE FULFILLED, MONIES ARE PASSED TO THE THIRD-PARTY PHOTO LAB. RETURNS/REFUNDS ARE SUBJECT SOLELY TO THAT PHOTO LAB’S POLICIES.

1. FREE TRIAL

6.1. We may offer a 30-day free trial for certain plans (“Free Trial”). To continue after the Free Trial ends, you must subscribe in your Account settings. We will notify you prior to expiry.

6.2. Only one Free Trial is permitted per Account. Eligibility is determined at our discretion and may be limited or revoked in case of abuse or breach.

6.3. We may terminate a Free Trial at our discretion if you are not eligible.

1. STORAGE AND BACKUP PLANS

7.1. We may offer backup-storage plans (“Storage Service”) for registered Photographer Accounts. Storage is intended as backup only, not primary storage. While we use reasonable efforts to keep storage secure, you acknowledge that we are not responsible for data loss or unauthorized access.

7.2. We may change Storage Service features or plan structure and may remove an Account from a Storage plan at our discretion. We will publish notice prior to changes and you are responsible for staying informed.

7.3. Storage plan payments are processed automatically in advance on a monthly basis by third-party providers selected by us. Cancellation takes effect from the next billing date. No refunds for partial periods. A refund may be issued if Storage Service was inactive for more than 24 hours. Removal of Content from the Platform may take time and is not immediate.

1. SOFTWARE, AI SPECIFICATIONS AND SHARING CONTENT

8.1. Software. Use of the Platform may require installing uploading/optimization software (“Software”) governed by an End User License Agreement (“EULA”). You must read and agree to the EULA before use.

8.2. AI Specifications. Where artificial intelligence features (“AI Features”) are offered, their use is governed by separate AI Feature Terms. IF YOU USE AI FEATURES, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OUTPUT AS DEFINED IN THE AI FEATURE TERMS.

8.3. Sharing Content. If you grant third parties permission to view your Content, you are solely responsible and assume all risk that such third parties may use, print, or further share the Content.

1. THIRD-PARTY SERVICES AND INTEGRATIONS

Photographers may enable third-party services or integrations (“Third-Party Services”). Use of Third-Party Services is solely between you and the third-party provider. By enabling a Third-Party Service, you instruct us to obtain authentication records and the data necessary to facilitate the integration. Providers of Third-Party Services may access your data in connection with interoperation and support. Their terms govern their use of your data. We are not responsible for any use, disclosure, modification, or deletion by Third-Party Services, and errors arising from such integrations are outside our support obligations.

1. REPRESENTATIONS AND WARRANTIES

10.1. Each party represents and warrants that: (a) this Agreement is a valid and binding obligation enforceable against it; (b) it has the power and authority to enter into and perform under the Agreement; and (c) such performance does not violate any obligations, laws, or regulations applicable to it.

10.2. The Photographer further represents and warrants that: (i) it has full rights to upload and display Content on the Services and such Content is original and does not infringe others’ rights; (ii) it will not commit any act that brings us into public disrepute or otherwise harms us; and (iii) it will comply with all applicable laws and regulations.

10.3. The Photographer and the Customer represent and warrant that they will not: (i) use the Services unlawfully or inappropriately; (ii) circumvent or interfere with security features or others’ use; (iii) reverse engineer or disassemble the Services; (iv) remove or alter notices or proprietary rights; (v) promote or contribute to fraudulent or illegal activities; or (vi) otherwise breach this Agreement.

1. TERM AND TERMINATION

11.1. The Agreement begins upon your completion of registration for the Services and continues until terminated by you or us (“Term”). We may terminate the Agreement or your access to the Services at any time, with or without cause or notice, effective immediately. Termination is without prejudice to accrued rights and obligations.

11.2. You may terminate at any time by ceasing use of the Services, requesting Account deletion through a method we make available, or canceling your subscription in accordance with Section 4. Termination may result in deletion of information and data associated with your use.

11.3. You may cancel your subscription at any time by submitting a cancellation request through a method we make available at least five business days before your next payment date. Access will continue through the end of your billing period and may then be downgraded to free Services. To the extent permitted by law, fees are non-refundable and we do not provide partial-period refunds. If you are within a Free Trial, the subscription ends immediately.

11.4. Upon expiry or termination, all licenses automatically cease and revert to us, and you must stop using the Services.

11.5. Any provisions intended to survive termination will survive.

1. PRIVACY AND DATA PROTECTION

12.1. We may collect, access, or process information relating to Photographers and Customers as part of the Services. Our DPA and Privacy Policy, each incorporated by reference, describe how we collect, use, and share personal data, including under applicable personal data protection laws.

1. CONFIDENTIALITY

13.1. “Confidential Information” means any non-public, proprietary, confidential or trade-secret information of a party that a reasonable person would consider proprietary, confidential, or competitively sensitive, including business procedures, technology, documentation, customer lists, developments, and business partners, disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in any form.

13.2. Confidential Information excludes information that: (i) was known to the Receiving Party without confidentiality obligations at disclosure; (ii) becomes public through no fault of the Receiving Party; (iii) is independently developed without use of the Confidential Information and evidenced in writing; (iv) is required to be disclosed by law, regulator, or court (with reasonable prior notice where lawful), limited to what is required; (v) is approved for release in writing by the Disclosing Party; or (vi) was disclosed to a third party by the Disclosing Party without confidentiality obligations.

13.3. During the Term and for three (3) years thereafter, each party will not disclose or use the Disclosing Party’s Confidential Information without consent, and will take reasonable steps (at least those used to protect its own) during the Term and for one (1) year thereafter to prevent disclosure other than to employees, affiliates, or agents who need access and are bound to comply. This Section survives termination.

1. INTELLECTUAL PROPERTY RIGHTS

14.1. The Services (excluding the Photographer’s Intellectual Property) are our exclusive property and protected by copyright, trademark and other IP laws. We and our licensors retain all rights, title and interest in and to the Services and related marks, logos, content, trademarks, service marks, trade names, trade dress, domain names, patents, inventions, trade secrets, copyrights, database rights, and all derivatives and improvements.

14.2. Except as provided herein, the Photographer retains all right, title and interest in and to the Content and related marks and IP (“Photographer’s Intellectual Property”). Subject to this Agreement, the Photographer grants us a limited, revocable license during the Term to use the Photographer’s Intellectual Property solely to provide the Services.

14.3. Commercial Use and License. You expressly grant DANIEL TAM ART GALLERY LIMITED, its affiliates, assignees, agents, and partners a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, edit, translate, publish, publicly display, publicly perform, distribute, sell, create derivative works from, and otherwise exploit, for any commercial purpose, any photos, videos, and related materials you upload to or otherwise provide via the Platform (collectively, the “Content”), in any media or form now known or later developed. You represent and warrant that you have obtained all necessary rights, consents, and permissions (including, without limitation, model/subject consents, rights of publicity and privacy, and any third-party IP rights) to grant this license without infringing or violating third-party rights. You agree to indemnify and hold us harmless from and against any claims, losses, or expenses arising out of or related to our exercise of rights under this clause. If you do not wish to grant this license, do not upload or provide any Content on the Platform.

14.4. Feedback. If you provide feedback, comments or suggestions (“Feedback”), all rights in such Feedback belong exclusively to us. To the extent required by law, you irrevocally assign all IP rights in the Feedback to us and waive any moral rights therein.

14.5. Nothing herein transfers any rights to you except as expressly stated. We and our licensors reserve all rights not expressly granted.

14.6. Rights Enforcement. We respect IP, privacy, and publicity rights. If you are a rights holder or authorized agent and believe your content appears without consent and wish to request removal, you may contact us using a method we make available.

1. COPYRIGHTS POLICY

15.1. We maintain a policy for Content suspected of infringing third-party copyrights and will respond within a reasonable time to notices of infringement submitted to our designated contact.

15.2. If you are a copyright owner or authorized agent and believe Content infringes your rights, submit a notice of alleged infringement that includes: (a) identification of the copyrighted work(s) and sufficient information to locate the material; (b) your contact details; (c) statements confirming good-faith belief and accuracy with authority to act; and (d) a physical or electronic signature.

15.3. Upon receipt of a valid notice, we may remove or disable access to the allegedly infringing Content and, where applicable, notify the alleged infringer.

15.4. Consider any applicable fair dealing, fair use or similar exceptions before submitting a notice. Knowingly submitting false claims may result in liability for damages, including costs and attorneys’ fees.

1. DISCLAIMER OF WARRANTIES

EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY ARISING FROM STATUTE, COURSE OF DEALING OR USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE, OR THAT ERRORS WILL BE CORRECTED. WE DO NOT WARRANT AVAILABILITY AT ANY PARTICULAR TIME OR LOCATION, OR ANY ECONOMIC BENEFIT. YOUR USE IS AT YOUR SOLE RISK. SOME LAWS MAY NOT ALLOW CERTAIN DISCLAIMERS; TO THAT EXTENT, SUCH DISCLAIMERS MAY NOT APPLY.

1. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, DANIEL TAM ART GALLERY LIMITED (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS), AND ITS VENDORS, DISTRIBUTORS, THIRD-PARTY LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, GOODWILL, PRODUCTION, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THE PLATFORM OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. WE ARE NOT LIABLE FOR DELAYS OR FAILURES CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE FOR ANY CONTENT MADE AVAILABLE VIA THE SERVICES; SUCH RESPONSIBILITY LIES WITH THE APPLICABLE PHOTOGRAPHER OR SERVICE PROVIDER. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES EXCEED THE TOTAL FEES WE RECEIVED FROM YOU IN THE SIX (6) MONTHS PRECEDING THE FIRST CLAIM. NOTHING EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

1. INDEMNIFICATION

You shall indemnify, defend, and hold DANIEL TAM ART GALLERY LIMITED and its Affiliates harmless from and against any claims, actions, losses, liabilities, damages, penalties, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of this Agreement; (b) your negligence or willful misconduct; (c) your violation of applicable laws or regulations; or (d) infringement or violation of third-party rights (including IP, privacy, or publicity rights) arising from your actions or omissions, including your Content. You will cooperate fully with us in the defense and settlement of any claim and will not settle without our prior written consent.

1. MISCELLANEOUS

19.1. Dispute Resolution, Governing Law and Jurisdiction. The parties shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through informal discussion. If unresolved, such disputes shall be heard and determined exclusively by the courts of the Hong Kong Special Administrative Region. This Agreement is governed by and construed in accordance with the laws of Hong Kong, without regard to conflict-of-laws rules.

19.2. Relationship of the Parties. The parties are independent contractors. Nothing herein creates a partnership, joint venture, fiduciary, or agency relationship.

19.3. Assignment. You may not assign or transfer this Agreement without our prior written consent.

19.4. Force Majeure. We are not liable for delays or failures caused by events beyond our reasonable control, including strikes, labor disputes, government actions, riots, war, terrorism, pandemics, acts of God, or severe weather, that we cannot prevent with reasonable diligence.

19.5. Entire Agreement. This Agreement (including documents incorporated by reference) is the entire agreement between the parties and supersedes prior agreements regarding its subject matter.

19.6. Severability. If any provision is held invalid, unlawful, or unenforceable, the remaining provisions remain in full force, and the affected provision will be enforced to the maximum extent permitted.

19.7. Waiver. Any failure or delay to exercise a right is not a waiver. A waiver of any breach is not a waiver of subsequent breaches.

19.8. Final Decision Right. In the event of any dispute, discrepancy, or uncertainty relating to this Agreement, the Platform, the Services, or the interpretation, performance, applicability, amendment, or termination hereof, DANIEL TAM ART GALLERY LIMITED reserves the final and binding right of decision. Except to the extent mandatory law requires otherwise, our determinations on such matters are binding.