Terms

Terms of Service

Last updated December 3, 2019.
Thank you for using Movebooth. Movebooth, LLC ("Movebooth") provides a photo booth platform for both individuals and businesses. Movebooth.com, mvbth.com, (collectively, the "Site"), the Movebooth mobile applications (collectively, the "Applications"), the photography related features and services (the "Photo Features") and the various related photo services, features, functions, software, applications, websites and networks associated with the photo booth platform (together with the Site, the Applications, and the Photo Features , collectively, the "Services"). By using or accessing the Sites or Services, whether as a visitor, guest, client, end user, or otherwise (collectively, "Users" or "you"), you agree to be bound by these Terms of Service (the "Terms") in full and without modification. In addition, you agree to be bound by the Site's Privacy Policy.
Movebooth reserves the right to modify or replace these Terms at any time by updating this document and providing notice on the Site for a reasonable period of time. By using or accessing the Site or the Services, you agree to be bound by the current version of Terms as posted on the Site.

  1. Use of Services and Eligibility
    1. Subject to your full compliance with these Terms, Movebooth hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license to access and use the Site, the Applications, and the Services as contemplated herein.
    2. Movebooth reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Site or the Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use. Movebooth may, in its sole discretion, refuse access to any person.
    3. Movebooth reserves the right to terminate your use of the Site and the Services at any time and without notice.
    4. By using our Services, you represent that:
      1. you are at least 18 years of age (or between 13 and 17 years of age with parent or guardian permission);
      2. you have the legal authority and capacity to enter into this agreement;
      3. all information that you submit through any of the Services is accurate, truthful, and complete in all respects;
      4. you have never been banned from the Services or the Site previously; and
      5. you will only use the Services in a manner that is legal in your jurisdiction.
  2. Photo Services and Photos
    1. If you provide for the operation or management of the Services, including the Applications, at any event of any kind (an "Operator User"), you represent and warrant that:
      1. you will obtain all releases, waivers, approvals and other consents necessary
        1. for any User to access and use the Photo Features,
        2. to upload and publicly display without restriction any and all photos taken through the Photo Features (the "Photos") onto the Site and
        3. for Movebooth and other Users to host, transfer, display, perform, reproduce, distribute, modify and otherwise use the Photos (and any copyrights, publicity, database and other proprietary rights therein and derivative works thereof), in connection with the Site, the Applications, the Photo Features, and the other Services, including (but not limited to) promoting, advertising and redistributing part or all of the Services, including derivatives, in any fashion whatsoever; and
      2. you will ensure that any User using the Photo Features or the Applications is eligible to use such Services in accordance with these Terms and all applicable laws, rules and regulations, including rules governing any venue in which the event is hosted. If you believe for any reason that any of the Users may not be so eligible to use the Services, then you acknowledge and agree, among other things, to use the backend administrative tools available through the Operator User web application (the "Admin Tools") or other method to restrict access to the Photo Features and Application.
    2. If you are a User using the Photo Features or the Applications, you hereby
      1. waive any right of publicity or likeness that you may have with respect to your Photos (whether arising under statute, common law, or otherwise) and
      2. approve and consent to
        1. the uploading and public display without restriction of your Photos onto the Site and
        2. the hosting, transferring, displaying, performing, reproduction, distribution, modifying and otherwise exploiting of your Photos (and any copyrights, publicity, database and other proprietary rights therein and derivative works thereof) by Movebooth, in connection with the Site, the Applications, the Photo Features and other Services, including (but not limited to) promoting, advertising and redistributing part or all of the Services, including derivatives, in any fashion whatsoever.
    3. After a Photo is uploaded to the Site, Users may receive a link to the public posting of the Photo. You may share or post that link including through text, email and any social network subject to compliance with these Terms and all applicable laws, rules and regulations. You shall be solely responsible for compliance with these Terms or any such applicable laws, rules and obligations and Movebooth shall have no liability or obligation to you or any other User regarding any such Photos or links.
    4. You agree to waive, and hereby do waive, any legal, moral, equitable, or other rights in and to the Photos.
  3. Prohibited Conduct and Content
    1. You agree not to, and not to assist anyone to:
      1. impersonate any other person, entity, organization, or company when using the Services;
      2. use the Services for any purpose that is illegal or prohibited by rule or regulation in any jurisdiction;
      3. use bots to access the Applications or Sites;
      4. use the Services for unauthorized commercial purposes or solicitation;
      5. make unauthorized copies of any of the Services or the content posted therein;
      6. disrupt, index, hack, decode, decompile, or reverse engineer any portion of the Services; or
      7. intimidate, harass, stalk, or degrade any other User or third party.
    2. You agree not to create or share Photos or any other content that:
      1. violates or infringes upon any other person's intellectual property, privacy, publicity, or other rights;
      2. is illegal, harassing, abusive, harassing, threatening, derogatory, defamatory, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Movebooth in its sole and absolute discretion; or
      3. includes anyone's sensitive or confidential information.
  4. Movebooth Intellectual Property
    1. You acknowledge and agree that intellectual property used throughout the Services is property of its respective owners and that no license, assignment, or sale of intellectual property has been offered to you. In addition, Movebooth's intellectual property is protected by United States and international copyright, trademark, and patent rights. You agree not to use any of the intellectual property associated with the Services, or any derivatives thereof, including the name "Movebooth," for any purpose other than those expressly permitted in these Terms. Movebooth reserves all rights to its intellectual property.
  5. Copyright Infringement by Users
    1. Movebooth takes copyright infringement seriously. You agree not to post, share, or upload any copyrighted material without the proper legal authority to do so. This includes the taking of Photos that use the likeness of people who have not given permission for their likeness to be shared. If you believe that your copyrighted work has been posted on the Site in a manner that constitutes copyright infringement, please provide our DMCA Copyright Agent (at the address below) with the following information:
      1. a specific description of the copyrighted work that you claim has been infringed, including a location within the Site;
      2. your address, telephone number, and email address;
      3. a written statement indicating that you have a good faith belief that the disputed use is not authorized by the owner;
      4. a statement made by you under penalty of perjury, that the information contained in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
      5. an electronic or physical signature of the person authorized to act on behalf of the copyright owner.
    2. Notice of claims of copyright infringement must be provided to the Movebooth DMCA Copyright Agent at the following address via certified mail: Movebooth, LLC, 300 S Orange Ave Suite 1017, Orlando, FL 32801
  6. User Content
    1. The Services permit Users to post Photos, .gif files, images, text, and other content (collectively, "User Content"). By uploading, providing, posting, distributing or disseminating any User Content to or through the Services in any manner whatsoever, you hereby grant to Movebooth a worldwide, non-exclusive, perpetual, irrevocable, transferable, fully sublicensable, assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise use such User Content (and any copyrights, publicity, database and other proprietary rights therein), for any purposes whatsoever. You further agree that Movebooth is not required to give you credit or compensation of any kind for the use of your User Content.<
    2. You are solely responsible for your User Content (including any Photos) and the consequences of posting or publishing any Content. By uploading and publishing your Content, you affirm, represent, and warrant that you:
      1. are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Movebooth and all Users to use and distribute your User Content as provided for in these Terms;
      2. will not post any User Content that infringes, violates, or misappropriates any third-party rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
      3. will not post any User Content that slanders, defames, or violates the right of privacy, publicity or other rights of any person or entities; and
      4. will not post any User Content that contains any viruses, adware, spyware, worms, or other malicious code or any content or file that violates or enables others to violate these Terms.
    3. Movebooth enables Users to freely share User Content, and as such, you may be exposed to User Content that you find offensive or undesirable. You agree to release and hold harmless Movebooth from any and all liability or damages incurred by viewing or accessing User Content.
    4. Movebooth does not endorse any User Content. Opinions contained in User Content are solely the opinions of the Users who posted such User Content.
    5. Content (including Photos) may be deleted or removed from the Site at any time and without notice. Under no circumstance will Movebooth be liable to you, any User, or any third party for the removal or deletion of any Photo.
  7. Additional Agreements
    1. As an Operator User, you will also be bound by an additional Master Service Agreement. In the event of a conflict between the Master Service Agreement and these Terms, the terms of the Master Service Agreement will control.
    2. You will be subject to any additional posted policies, guidelines or rules applicable to the Services, which may be posted from time to time and are subject to change. All such policies are hereby incorporated by reference into these Terms.
  8. Indemnification
    1. You agree to indemnify, defend, and hold harmless Movebooth from and against any and all claims, losses, damages, liabilities, or other costs arising from, or related to,
      1. your use of the Services,
      2. your use of or taking Photos,
      3. your posting of User Content, and
      4. your breach of these Terms. In the event of any indemnification obligation, you agree that Movebooth shall be entitled to control any ensuing litigation.
  9. LIMITATION OF LIABILITY
    1. YOU AGREE TO USE THE SERVICES, USER CONTENT, AND INTERACT WITH OTHER USERS SOLELY AT YOUR OWN RISK. YOU AGREE THAT MOVEBOOTH SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MOVEBOOTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OF THE SERVICES, USER CONTENT, OR INTERACTION WITH OTHER USERS. NOTWITHSTANDING THE PREVIOUS SENTENCE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF MOVEBOOTH, ITS AFFILIATES, OWNERS, AND EMPLOYEES (COLLECTIVELY, "AFFILIATES") FOR ANY CLAIM ARISING UNDER, OR RELATED TO, THESE TERMS SHALL BE LIMITED TO $200.00 USD.
  10. NO WARRANTIES
    1. ALL ASPECTS OF THE SERVICES AND USER CONTENT ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," "WHERE IS," AND "WITH ALL FAULTS" BASIS. MOVEBOOTH MAKES NO REPRESENTATIONS, GUARANTIES OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES OR USER CONTENT INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY. FURTHER, WE DO NOT REPRESENT OR WARRANT THAT (I) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SITE OR APPLICATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR (III) THE QUALITY OR ACCURACY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL AVAILABLE THROUGH THE SERVICES, INCLUDING PHOTOS, WILL MEET YOUR EXPECTATIONS.
    2. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, MOVEBOOTH DOES NOT WARRANT THAT THE APPLICATIONS OR SITE WILL BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE. YOU ACKNOWLEDGE AND AGREE THAT MOVEBOOTH WILL NOT BE RESPONSIBLE FOR ANY LOSSES SUFFERED FROM COMPATIBILITY ISSUES.
  11. United States Export Controls
    1. You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on your compliance with this provision and any violation may result in immediate termination of your access to the Services.
  12. Dispute Resolution
    1. Any dispute arising between Movebooth and any User will be settled by arbitration in Orange County, Florida administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. A single arbitrator shall be chosen by the parties in good faith, or if they cannot so agree, by the American Arbitration Association. The prevailing party shall be entitled to recover its reasonable legal expenses in pursuing the arbitration and mediation.
    2. Notwithstanding Section 12(a) of this Agreement, any dispute involving the protection of intellectual property (including, without limitation, any dispute arising under Section 4 of these Terms) or tortious interference with a business practice may be brought in any court having jurisdiction over the matter.
  13. Additional Terms
    1. Mobile and data charges may apply when using the Services. You agree to be solely responsible for such charges.
    2. These Terms shall be governed by the laws of the State of Florida without regard for the conflict of laws. You agree that any dispute arising hereunder, or related to the terms hereof, shall be brought exclusively in the state or federal courts sitting in Orange County, Florida.
    3. These Terms represent the complete and final understanding between you and Movebooth with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, including previous versions of these Terms. Notwithstanding anything to the contrary herein, Operator Users will also be bound by a Master Service Agreement.
    4. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited the minimum extent necessary so that the remainder of this Agreement may be enforced to the maximum extent possible.
    5. The failure or delay of the parties to exercise any right under this Agreement shall not be deemed a waiver of such right.
    6. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Movebooth without restriction or notice.
    7. Movebooth uses varying technologies to receive and store certain personally non-identifiable information. Movebooth may use such information to gain general insight and data regarding the generic use of our Services, including but not limited to Application and Site usage and user interactions with our Services. Movebooth may also use this personally non-identifiable information in connection with services provided by third parties or in connection with business transactions with current or potential affiliates and/or business partners.


Privacy Policy

Last updated December 3, 2019.

Thank you for using Movebooth (movebooth.com, mvbth.com, and the related mobile applications, collectively, the "Services") provided by Movebooth LLC ("Company," "We," "Us," or "Our"). Movebooth takes your privacy and security very seriously. We provide this Privacy Policy to explain how we collect, store, use, and share your personal data ("Information"). The provision of Information is contractually required based on your use of the Services. If you do not wish to provide the Information, you may not use the Services.

As used in this Privacy Policy, "you" refers to the user or viewer of the Services, whether or not you are an end user or a Operator User (as defined below). If you do not agree with the terms of this Privacy Policy in full, you may not use the Services.

The Company reserves the right to modify or replace this Privacy Policy at any time by updating this document and providing notice on the Services for a reasonable period of time. By using or accessing any aspect of the Services, you agree to be bound by the current version of the Privacy Policy as posted on the Services.

  1. We may collect and process the following Information when you use the Services:
    1. Information you submit when using the Services. You are the source of this Information. This encompasses all information you submit when taking photos or using the Company's photo booths. This may include your name, photograph, zip code, email address, phone number, twitter username, and other contact information. In addition, we may collect non-personally identifiable information, such as general demographic information.
    2. Registration information. You are the source of this Information. If you are a Company client providing photo booth services (an "Operator User"), we will collect information about your business when you register for access to the Services. This may include your name, email address, contact information, phone number, social media information, and business information.
    3. Information provided by third parties. Third party websites are the source of this Information. We may collect information about you from sources other than you, such as from social media websites (such as Twitter), blogs, other users and our business partners.
    4. Information automatically collected. You or your device is the source of this Information. We may automatically collect information about how you use or interact with the Services, including browser information, referral page information, your IP address, details about your mobile device, and analytical information about how you interact with the Services.
    5. Analytics from analytics sources. You or third party analytics providers are the source of this Information. We use third-party analytics services (such as Google Analytics) to evaluate your use of the Services, compile reports on activity, collect demographic data, analyze performance metrics, and collect and evaluate other information relating to the Services, mobile and internet usage. These third parties use cookies and other technologies to help analyze and provide us the data. These technologies do not give us access to your computer or mobile device. By accessing and using the Services, you consent to the processing of data about you by these analytics providers in the manner and for the purposes set out in this Privacy Policy. For more information on Google Analytics, including how to opt out from certain data collection, please visit https://www.google.com/analytics. Please be advised that if you opt out of any third party analytics service, you may not be able to use the full functionality of the Services
    6. Information you share when you contact us. You are the source of this information. If you contact us for customer support, technical support, or any other reason, we may collect the Information you share with us.
  2. The personal data we collect will be used and shared for the following purposes:
    1. We may use your Information to:
      1. Facilitate the functionality of the Services, including taking photos and uploading them to channels on our website.
      2. Distribute the photos and send you photos and other information as you request.
      3. Contact you about your photos and your use of the Services.
      4. Improve and optimize your experience while on the Services.
      5. Send occasional marketing, promotional, and informational emails or social media messages.
    2. We may share your Information:
      1. With the Operator User who organized the event at which your photo was taken.
      2. To the extent required by law or legal process.
      3. If we believe that doing so would prevent immediate, serious harm to a person.
      4. In addition, if you are an Operator User, we will use Information in order to provide you with access to the backend web application, customize channels, send you emails and promotional messages, and process payments and transactions that you have authorized. We may share your payment information with third party payment processors to facilitate these transactions.
      5. We will not share your Information with any advertisers or for any marketing purposes. However, Operator Users who receive your information may share Information with third parties. Please contact Operator Users at events you attend for more information regarding their planned use of Information.
  3. Our legal basis for processing your Information is (i) your explicit consent when accessing the Services and (ii) a legitimate interest for website traffic analysis.
  4. We have offices in the United States and your Information will be processed in the United States. The hosting facilities for your Information are in the United States. Transfers of Information to the United States to will be protected by internal Company privacy protection policies which may be requested from the Company.
  5. Information that we process shall not be kept for longer than is necessary for the relevant purpose. We will retain your Information as follows:
    1. Information will be retained for a minimum period of one day following receipt and for a maximum period of (i) the time you are an end user or Operator User or (ii) ten years, whichever is longer.
    2. Notwithstanding Section 5.a., we may retain your Information when such retention is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.
  6. This Section 6 provides a summary of legal rights with respect to your Information under law. Not all rights are described below; rather, this is intended to be a summary. You are encouraged to read the relevant laws and guidance from the regulatory authorities for a full explanation of these rights.
    1. Your principal rights under the EU General Data Protection Regulation (GDPR) are as follows:
      1. the right to access;
      2. the right to rectification;
      3. the right to erasure (to be forgotten);
      4. the right to restrict processing;
      5. the right to object to processing;
      6. the right to data portability;
      7. the right to complain to a supervisory authority; and
      8. the right to withdraw consent at any time.
    2. You have the right to confirmation as to whether or not we process your Information and, where we do, access to the Information, together with certain additional information. That additional information includes details of the purposes of the processing, the categories of personal data concerned and the recipients of the personal data. Providing the rights and freedoms of others are not affected, we will supply to you a copy of your personal data. The first copy will be provided free of charge, but additional copies may be subject to a reasonable fee. You can access your Information by emailing us at privacy@movebooth.com.
    3. You have the right to have any inaccurate Information corrected or completed.
    4. You have the right to have your Information erased without undue delay. Please contact us via email at privacy@movebooth.com to request such erasure. The following exclusions to erasure apply: (i) the exercise of the right of freedom of expression and information; (ii) for compliance with a legal obligation; or (ii) for the establishment, exercise or defense of any legal claim.
    5. You have the right to restrict the processing of your Information if (i) you contest the accuracy of the Information; (ii) processing is unlawful but you oppose erasure; (iii) we no longer need the personal data for the purposes of our processing, but you require personal data for the establishment, exercise or defense of legal claims; or (iv) you have objected to processing, pending the verification of that objection.
    6. You may request that we stop processing your Information. However, as a result of fulfilling such request, you may no longer be able to access the Services.
    7. You have the right to lodge a complaint with a supervisory authority at any time.
    8. You may exercise any of your rights described in this section (or provided by law) by emailing us at privacy@movebooth.com.
  7. The following terms apply to our use of cookies and analytics related measures:
    1. The Services may use cookies, log files, heatmaps, web beacons, clear .gif files, and other methods of tracking user interaction with the Services and remembering user preferences. Specifically, the Services may use cookies for user authentication, keeping track of your preferences, promotional campaigns, tracking our audience size and traffic patterns, and to analyze Service performance and usage. You may be able to disable cookies in your browser but doing so may interfere with your ability to use all of the Services' features.
    2. A cookie is a small file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server. Cookies do not typically contain any information that personally identifies the user, but certain Information that we store about you may be linked to cookies.
  8. The Company does not knowingly collect Information from children under the age of 13. If we become aware that we have inadvertently received Information from a child under the age of 13, we will the Information from our records. Please contact us immediately if you believe we may have Information regarding a child under 13.
  9. We are committed to keeping your Information secure and private. To accomplish this, we utilize a number of electronic and physical security protocols. This includes encryption of certain Information. Please note that we may not encrypt all Information. In addition, we cannot guarantee that Information you share via the Services or with the Company cannot be accessed, altered or deleted. For this reason, you understand and agree that you transmit data, including Information, to the Company solely at your own risk.
  10. When using the Services, you may encounter links to third party websites, applications, and downloads. We have no control over the third party content that may be encountered when navigating away from the Services. You understand and agree that, if you visit these third party links, you do so solely at your own risk.
  11. You may opt out of receiving promotional messages from us by following the instructions in those messages. If you opt out, we may still send you non-promotional communications, such as those about your account, about Services you have requested, or our ongoing business relations.
  12. California Civil Code Section 1798.83 entitles California customers to request information concerning whether a business has disclosed Information to any third parties for their direct marketing purposes. California residents may request and obtain from us once a year, free of charge, information about the Information, if any, we disclosed to third parties for direct marketing purposes within the immediately preceding calendar year. If applicable, this information would include a list of the categories of Information that was shared and the names and addresses of all third parties with which we shared information within the immediately preceding calendar year.
  13. This website is owned and operated by Movebooth LLC. We are registered as a Florida, United States, limited liability company, and our registered office and principal place of business is at 300 S Orange Ave, Suite 1000, Orlando, FL 32801. You may contact us at our address or by email at privacy@movebooth.com.

Client Master Service Agreement


This Master Service Agreement ("Agreement") is entered into on the date of first purchase of a Movebooth product or service (the "Effective Date") between Movebooth, LLC ("Company"), and the purchasing Client ("Client"). This Agreement includes and incorporates the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. In addition, Client agrees to be bound by the Terms of Service and Privacy Policy found on this web page and acknowledges that all of its End Users (as defined in Exhibit A) shall also be bound by these agreements.

TERMS AND CONDITIONS

  1. SERVICES AND SUPPORT
    1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Client the Services in accordance with the Service Plan Terms attached hereto as Exhibit A. As part of the registration process, Client will identify an administrative user name and password for Client’s Web Application (as defined in Exhibit A) account.
    2. Subject to the terms hereof, Company will provide Client with reasonable technical support services in accordance with Company’s standard practices.
  2. RESTRICTIONS AND RESPONSIBILITIES
    1. Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. Further, Client may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
    2. Client represents, covenants, and warrants that Client will use the Services only in compliance with Company’s standard published policies then in effect (the "Policy") and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of Services. Although Company has no obligation to monitor Client’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
  3. LICENSES
    1. Company hereby grants Client a non-exclusive, non-transferable, non-sublicensable license to use the Software during the Active Service Term only in connection with the Services. If any Activation Contract specifies that a Hardware Rental (as defined below) is provided, then this license shall only extend to use on the devices provided in the Hardware Rental. If no Hardware Rental is provided in any Activation Contract, than then this license shall only extend to Client's devices approved for use by Company.
    2. Company hereby grants Client a non-exclusive, non-transferable, non-sublicensable license to use the Web Application during each Active Service Term and for a period of three months thereafter, which such time may be extended in the sole discretion of the Company and terminated any time after three months without notice. Photos will be available on the specified webpage created by Company specifically for uploaded photos (the "Channel") during the license period describes in this Section 3.2, but may permanently and irretrievably be deleted by Company upon the termination of the relevant license. Any End User data may also be deleted at the end of the relevant license.
  4. HARDWARE RENTAL
    1. Client may be provided by Company with rental hardware (which may include mobile devices) on which to run the Software during the Active Service Term (the "Hardware Rental"). The rental term, if any, shall be more fully described in the relevant Activation Contract. The Hardware Rental must be returned to Company at the end of the relevant Active Service Term using the pre-approved ground shipping method provided for and paid by Company, unless otherwise noted in the relevant Activation Contract.
    2. If Hardware Rental is included in an Activation Contract, Company will use commercially reasonable efforts to ship the Hardware Rental to Client's desired delivery address on or before the delivery date listed on the relevant Activation Contract. If Hardware Rental arrives late, but before the end of the relevant Active Service Term, a partial refund prorated for the percentage of late days will be issued. If Hardware Rental arrives late and after the end of the relevant Active Service Term, the entire Fee for the Activation Contract will be refunded by Company, minus the cost of round-trip ground shipping.
    3. Client shall be responsible for maintaining the Hardware Rental in good and safe condition and will be solely responsible for any damaged or missing Hardware Rental equipment. Company may, in its sole discretion, charge Client for any missing or damaged Hardware Rental equipment. Under no circumstance shall Company be responsible for Service interruptions or the inability of Client to use the Services due to internet, power, or cellular access issues. Client shall be solely responsible for returning Hardware Rental on the return date specified in any applicable Activation contract. Company will provide Client with instructions for returning Hardware Rental through UPS pickup or any other method instructed by Company. Company reserves the right to extend the Active Service Term for any Activation Contract in which Hardware Rental is not timely returned. The extended Active Service Term shall be charged at an amount equal to a prorated extension of the rate contained in the Activation Contract.
    4. Client shall be responsible for obtaining access to power (using United States-style outlets) and high-speed wireless internet even if a Hardware Rental is included.
  5. CONFIDENTIALITY; PROPRIETARY RIGHTS
    1. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Client includes non-public data provided by Client to Company to enable the provision of the Services ("Client Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. For purposes of this Agreement, Client Data shall not include photos and images taken by the photo booth equipment as part of the Services ("Photos").
    2. Client shall own all right, title and interest in and to the Client Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto and (b) all intellectual property rights related to any of the foregoing. End Users (as defined in Exhibit A) shall own the rights to all Photos, which shall be licensed to Company pursuant to Company's Terms of Service.
    3. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
  6. PAYMENT OF FEES
    1. Client will pay Company the then applicable fees described in any Activation Contract (the "Fees"). If the Activation Contract is silent as to the terms and due dates for payment of Fees, or if you are a Personal Use Client, then 100% of Fees shall be due at the time the Hardware Rental is shipped (if applicable) and the Company may refuse to ship Hardware Rental until all Fees are received. In addition, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Client shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
    2. If you are a Photographer Client, you may be charged on a recurring basis if so provided in an applicable Activation Contract. In this event, you give permission to Company to charge your payment information (such as credit card) on file with Company during each subscription interval.
    3. Notwithstanding anything to the contrary herein, if Company materially fails to provide the Services, and such failure is not corrected within seven (7) days of written notification by Customer to Company, Company shall issue to Customer a refund of the Fees, minus the cost of any applicable round-trip ground shipping fees.
  7. TERM AND TERMINATION
    1. Subject to earlier termination as provided below, this Agreement shall remain in force from the Effective Date until terminated by either party upon 30 days notice, in which case any active Activation Contract shall also terminate, and all Hardware Rentals shall be returned. Upon the termination of this Agreement for any reason, all Active Service Terms shall also terminate.
    2. In addition to any other remedies it may have, Company may terminate this Agreement immediately if Client breaches any of the terms or conditions of this Agreement. Upon any termination, all sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  8. WARRANTY AND DISCLAIMER
    1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  9. INDEMNITY
    1. Client shall hold Company harmless from and against any liability to third parties resulting from (i) any infringement of intellectual property, violation of rights of publicity or likeness, or violation of law or third party right arising from Photos and (ii) any injury, loss, expense, or cost arising from use of the Services or breach of this Agreement.
  10. LIMITATION OF LIABILITY
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  11. PROMOTION RIGHTS
    1. Company shall have the right to utilize Client's name and publicly available content used to brand any Channel for purposes of promoting the Services or creating a portfolio. This right shall survive termination of this Agreement.
    2. Company shall have the right to utilize the name, likeness, image, voice, or written or oral feedback of Client and any of Client's employees or contractors, without compensation and with or without attribution (in Company's sole discretion) for purposes of promoting the Company's products and Services. This right shall survive termination of this Agreement.
  12. MISCELLANEOUS
    1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Client except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws provisions. Any dispute arising between Company and Client will be settled by arbitration in Orange County, Florida administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. A single arbitrator shall be chosen by the parties in good faith, or if they cannot so agree, by the American Arbitration Association. The prevailing party shall be entitled to recover its reasonable legal expenses in pursuing the arbitration and mediation. Notwithstanding Section 11 of this Agreement, any dispute involving the protection of intellectual property or tortious interference with a business practice may be brought in any court having jurisdiction over the matter.
EXHIBIT A

SERVICE PLAN TERMS

  1. Enterprise Client: If your usage of Movebooth's products and services aligns with the "Enterprise Client" Service Type, the terms of this Exhibit A, Section 1 will apply to you. You will be given access to the Movebooth Web Application backend which contains certain administrative tools (the "Web Application") during the time period specified in Section 3 of the Agreement. The Web Application will allow you to view and download information submitted by end users who submitted Photos through the Services contemplated in a relevant Activation Contract ("End Users"). In addition, you will be permitted to customize Channels using the tools provided, which may change from time to time, and which will be hosted solely on a URL designated by Company. You agree that Company is granted a perpetual, worldwide, irrevocable, royalty-free, sub-licensable license to store, display, and host any content you submit to the Channels for purposes of providing the Channels. You further agree that Company may deliver branded content to End Users on your behalf at the direction of End Users, which may include text messages, email messages, or social media integration.
  2. Photographer Client: If your usage of Movebooth's products and services aligns with the "Photographer Client" Service Type, the terms of this Exhibit A, Section 2 will apply to you. You will be given access to the Movebooth Web Application backend which contains certain administrative tools (the "Web Application") during the time period specified in Section 3 of the Agreement. The Web Application will allow for the creation and limited customization of Channels using the tools provided, which may change from time to time, and which will be hosted solely on a URL designated by Company. You will not have access to End User data other than photos submitted. You agree that Company is granted a perpetual, worldwide, irrevocable, royalty-free, sub-licensable license to store, display, and host any content you submit to the Channels for purposes of providing the Channels. You further agree that Company may deliver branded content to End Users on your behalf at the direction of End Users, which may include text messages, email messages, or social media integration.
  3. Personal Use Client: If your usage of Movebooth's products and services aligns with the "Personal Use Client" Service Type, the terms of this Exhibit A, Section 2 will apply to you. You will not have access to the Web Application backend or End User data. You may be given the limited right to customize a Channel for your event. You agree that Company is granted a perpetual, worldwide, irrevocable, royalty free, sub-licensable license to store, display, and host any content you submit to the Channels for purposes of providing the Channels. You further agree that Company may deliver branded content to End Users on your behalf at the direction of End Users, which may include text messages, email messages, or social media integration. As a Personal Use Client, you will not have the ability to change, edit, modify, or otherwise access administrative controls for the Photos or End Users.