Photographer Platform and Referral Program Agreement

Effective date: August 13, 2026 This Photographer Platform and Referral Program Agreement (the “Agreement”) is between WOOPLAK LLC, a New Jersey limited liability company (“Wooplak,” “we,” “us,” or “our”), and the individual or business that accepts it (“Photographer,” “you,” or “your”). It governs your photographer account, your use of Wooplak's proofing, delivery, commerce, referral, commission, payout, storage, and related services (the “Service”), and content you or your authorized users submit to the Service. By checking the acceptance box and selecting Accept agreement, you confirm that you have read and agree to this Agreement and acknowledge the Privacy Policy. If you accept for a business, you represent that you are authorized to bind it. If you do not agree, do not accept or use photographer features. ELIGIBILITY AND ACCOUNTS You must be at least 18 years old, located in the United States or Canada, and legally able to enter this Agreement. Accounts are for legitimate photography businesses or professionals approved or provisioned by Wooplak. Wooplak may require accurate identity, business, tax-status, payment, or eligibility information and may approve, reject, suspend, or limit an account. You must provide accurate and current information; maintain the security of credentials and connected accounts; limit access to authorized users; and promptly notify Wooplak of suspected unauthorized access. You are responsible for activity under your account except to the extent caused by Wooplak's breach of a non-waivable duty. You may not sell, transfer, share, or sublicense account access without written permission. Acceptance does not guarantee approval, continued access, any volume of business, or eligibility for a referral, commission, discount, or payout program. PHOTOGRAPHS AND PERMISSIONS As between you and Wooplak, you retain the ownership rights you have in photographs, videos, designs, metadata, logos, instructions, client information, and other material you submit (“Photographer Content”). You grant Wooplak and its operational service providers a limited, non-exclusive, worldwide license to host, store, back up temporarily, copy, process, resize, crop, watermark, convert, display, transmit, deliver, print, secure, troubleshoot, and otherwise use Photographer Content only as reasonably necessary to provide features you request, fulfill and support orders, protect the Service and its users, respond to rights complaints, and comply with law. This license lasts while the content is held for those purposes and for any additional period reasonably required for backups, disputes, legal holds, security, or law. You represent and warrant that you have all rights, permissions, and lawful authority needed for every use you request, including copyright rights or licenses, client authority, privacy consents, model and property releases, and parent or legal-guardian authority for photographs depicting minors. You are responsible for notices and consents required in your relationship with clients and subjects. Wooplak does not obtain those rights for you. You must not submit or use Photographer Content that is unlawful; infringing; defamatory; fraudulent; deceptive; exploitative; abusive; harassing; malicious; sexually exploitative; harmful to a child; invasive of privacy or publicity rights; infected with malicious code; or otherwise unsafe. You must not use personal information received through the Service for unauthorized purposes. Wooplak may reject, restrict, preserve, disclose, disable access to, or remove content when reasonably necessary to operate or secure the Service, enforce this Agreement, protect people or rights, investigate fraud or abuse, respond to a complaint, or comply with law. Wooplak does not promise to inspect every photograph or proactively identify every violation. NOT A BACKUP SERVICE The Service is a workflow, proofing, delivery, and commerce platform. It is not a permanent archive, disaster-recovery system, or backup service. You must keep independent originals and backups of all photographs, designs, metadata, and other files before upload and for as long as you or your clients may need them. You must verify uploads, selections, downloads, delivery files, color, crop, resolution, and other production details before relying on them or authorizing fulfillment. Storage features do not transfer your backup responsibility to Wooplak. You should be able to restore your business records and files without copies held by Wooplak. GALLERY RETENTION AND DELETION Unless a different written retention rule applies to a specific feature, unselected proofs become eligible for permanent deletion 30 days after a confirmed client selection, and delivered galleries and their files become eligible for permanent deletion 30 days after delivery. Eligible material may be deleted without further notice and may be unrecoverable. A courtesy reminder, if any, is not guaranteed and is not a condition of deletion. Deletion from active systems may not immediately remove limited backup copies, security or fraud records, transaction records, legal holds, or information that Wooplak must retain for law, disputes, financial reporting, or enforcement. Wooplak may change storage limits and operational retention practices prospectively, subject to this Agreement and applicable law. You remain responsible for independent originals and backups at all times. SERVICE USE AND AVAILABILITY You may use the Service only for lawful professional purposes and in accordance with instructions, technical limits, client-access controls, and applicable laws. You may not bypass access controls; probe or disrupt the Service; scrape or bulk-extract data without permission; introduce malicious code; impersonate another person; misuse referral communications; reverse engineer except where law prohibits restriction; or use the Service to violate another person's rights. Features, providers, integrations, formats, storage capacity, and availability may change. Wooplak may perform maintenance, impose reasonable limits, or discontinue a feature. Optional third-party integrations are also governed by their providers' terms and availability. You authorize the exchange of data needed to operate an integration you connect. REFERRALS, DISCOUNTS, AND COMMISSIONS A referral commission is earned only when a qualifying, completed, paid order is validly attributed to you under the program rules shown in the Service for that transaction. The discount and commission rates fixed for a qualifying transaction apply to that transaction. Wooplak may change rates and eligibility rules prospectively, but will not retroactively reduce a valid commission already earned under the rules in effect for that order. Canceled, fraudulent, duplicate, self-dealing, manipulated, unpaid, refunded, charged-back, reversed, or otherwise ineligible transactions do not earn commission. Attribution may depend on the offer, recipient, account, order, expiry, consent, and other program records. Wooplak may correct reasonable attribution or ledger errors and may reject attempts to manufacture or redirect eligibility. Before recommending Wooplak, you must clearly and conspicuously disclose that you may receive a commission or other benefit. Your statements must be honest, supportable, and consistent with current information. You may not make guarantees, misleading claims, unauthorized discounts, or commitments on Wooplak's behalf. You may send or request a referral communication only when you have the recipient's required consent or another lawful basis. You must provide accurate sender information and comply with applicable United States and Canadian commercial-message, privacy, consumer-protection, and anti-spam laws. You must not bypass suppression or unsubscribe controls or upload purchased, harvested, or unlawfully obtained contact lists. PAYOUTS, REVERSALS, AND TAXES The Service will display the applicable payout cadence, currency, minimums, eligibility or hold periods, and payment-provider requirements. These operational details may change prospectively. A dashboard balance is an accounting record, not a bank deposit, and remains subject to validation, correction, reversal, withholding required by law, and the terms of this Agreement. Wooplak may delay or hold a payout while verifying identity, tax status, payee details, authority, suspicious activity, a transaction, a refund, or a dispute. A refund, chargeback, fraud determination, payment reversal, or accounting correction may reverse unpaid commission or, where permitted by law, create an offset against future commissions. Wooplak will not knowingly withhold a valid earned amount contrary to applicable law. You are responsible for your own taxes, registrations, filings, insurance, permits, expenses, and professional obligations. You must provide accurate payment and tax information and are responsible for provider fees or failed payments attributable to inaccurate information, except where applicable law requires otherwise. CLIENT INFORMATION AND CONFIDENTIALITY You may access and use client information only for the authorized photography, gallery, fulfillment, support, and referral purposes for which it was provided. You must use reasonable safeguards, restrict access to people who need it, comply with applicable privacy and security laws, and notify Wooplak promptly of unauthorized access affecting the Service or its users. You must not sell client information, use it for unrelated advertising, disclose gallery credentials publicly, or download information for an unauthorized purpose. The Wooplak Privacy Policy describes Wooplak's handling of personal information; it does not replace obligations you independently owe to clients or subjects. INDEPENDENT BUSINESS RELATIONSHIP You operate an independent business. Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise, fiduciary, exclusive-representation, or similar relationship. You control your photography services, schedule, equipment, pricing to your clients, business expenses, and professional methods, subject to the requirements for using the Service. You cannot bind Wooplak, enter contracts for Wooplak, receive legal notices for Wooplak, make promises on Wooplak's behalf, or present yourself as its employee, agent, or exclusive representative. This description does not override worker-classification or other non-waivable law, and the parties' actual conduct remains controlling where required. FEES AND PAYMENT FOR THE SERVICE You agree to pay fees and charges you authorize at the prices and on the terms disclosed before purchase. Taxes may be added where required. Unless the applicable order terms or law provide otherwise, paid service fees are nonrefundable once the corresponding service has been performed or resources committed. Wooplak may suspend paid features for overdue amounts after any notice required by law. SUSPENSION AND TERMINATION You may stop using the Service, subject to outstanding orders, payment obligations, retention rules, and instructions available for account closure. Wooplak may restrict, suspend, or terminate access for breach, suspected fraud or abuse, security risk, nonpayment, rights complaints, legal requirements, harm to the Service or others, or discontinuation of the program or Service. Where practical and legally appropriate, Wooplak may provide an opportunity to cure, but does not promise advance notice when immediate action is reasonably necessary. Termination does not erase transaction, commission, payout, tax, acceptance, security, fraud, dispute, or legal records. Valid earned commissions remain subject to verification, reversals, lawful holds, and payout rules. Sections that by their nature should survive—including ownership, licenses needed to complete or preserve existing matters, backup responsibility, fees, disclaimers, liability limits, indemnification, records, governing law, and general terms—survive. DISCLAIMERS AND LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, STORAGE, INTEGRATIONS, CONTENT PROCESSING, AND RELATED FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WOOPLAK DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WOOPLAK DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION; SUCCESSFUL OR TIMELY UPLOAD, PROCESSING, DELIVERY, DOWNLOAD, PRINTING, OR RECOVERY; PERMANENT RETENTION; OR THAT EVERY DEFECT, SECURITY EVENT, OR DATA LOSS CAN BE PREVENTED. TO THE FULLEST EXTENT PERMITTED BY LAW, WOOPLAK AND ITS AFFILIATES, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, OR CLIENT RELATIONSHIPS; BUSINESS INTERRUPTION; OR LOSS, CORRUPTION, ALTERATION, EXPOSURE, INACCESSIBILITY, OR DELETION OF PHOTOGRAPHS, DESIGNS, METADATA, OR OTHER DATA, EVEN IF ADVISED THAT SUCH DAMAGE MAY OCCUR. TO THE FULLEST EXTENT PERMITTED BY LAW, WOOPLAK'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID DIRECTLY TO WOOPLAK FOR THE SERVICE DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) US$100. These exclusions and limits allocate risk and are an essential basis of the agreement. They apply regardless of legal theory and even if a remedy fails of its essential purpose, but they do not exclude or limit liability, remedies, warranties, or rights that applicable law does not permit the parties to exclude or limit. Some jurisdictions do not allow particular exclusions or limits, so some language may not apply to you. Nothing in this Agreement limits liability for fraud, willful misconduct, or another matter to the extent it cannot lawfully be limited. INDEMNIFICATION To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Wooplak and its affiliates, members, managers, employees, contractors, and providers from third-party claims, damages, judgments, settlements, penalties, costs, and reasonable legal fees arising from: Photographer Content; an allegation that your content or requested use infringes copyright, privacy, publicity, contract, or other rights; missing permissions or releases; your services or communications with a client or subject; your referral or marketing conduct; your taxes or business obligations; your unlawful or fraudulent conduct; or your material breach of this Agreement. Wooplak will provide reasonably prompt notice when practicable, may control the defense with counsel of its choice, and will reasonably cooperate at your expense. You may not settle a claim in a manner that admits fault by, imposes an obligation on, or fails to fully release Wooplak without Wooplak's written consent. This section does not require indemnification to the extent a claim was caused by Wooplak's conduct for which indemnification cannot lawfully be required. COPYRIGHT COMPLAINTS Wooplak respects intellectual-property rights. The Copyright/DMCA Policy explains how to submit notices and counter-notices. You agree to cooperate with rights investigations and understand that repeated infringement may result in account termination. A complaint may require Wooplak to preserve or disclose records as permitted or required by law. CHANGES TO THIS AGREEMENT Every published version has a document version and effective date. If Wooplak makes a material change, photographer access will be blocked until you review and accept the new material revision. Editorial changes, such as correcting formatting or a non-substantive error, may be published without requiring a new acceptance. Wooplak will provide any additional notice required by applicable law. Changes apply prospectively from their effective date and do not retroactively alter valid commission already earned under the transaction rules then in effect. Continuing to use photographer features after accepting a material revision constitutes agreement to that revision. GOVERNING LAW This Agreement is governed by the law of the State of New Jersey, without regard to conflict-of-laws principles, except to the extent non-waivable law applies. Nothing in this section overrides any mandatory law or forum right that applies to you. The parties may send a written description of a dispute and attempt in good faith to resolve it. This informal step is optional and does not shorten a legal limitation period or create a mandatory pre-suit procedure. ELECTRONIC COMMUNICATIONS AND ACCEPTANCE You consent to receive agreements, notices, records, and disclosures electronically at the account email address or through the Service, subject to applicable law. Electronic acceptance and records have the same effect as paper records and signatures where permitted. You must keep your contact information current. Operational or legal notices are separate from optional marketing messages. GENERAL TERMS You may not assign this Agreement or transfer your account without Wooplak's written consent. Wooplak may assign this Agreement in connection with a merger, financing, reorganization, acquisition, sale of assets, or by operation of law, subject to applicable law. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only. This Agreement, the Privacy Policy as an acknowledged notice, the Copyright/DMCA Policy, applicable transaction disclosures, and any incorporated program rules are the entire agreement concerning photographer use of the Service and replace prior agreements on that subject. A purchase or feature may have additional disclosed terms; if they conflict, the more specific terms control for that purchase or feature unless law requires otherwise. Questions about this Agreement may be sent to [email protected] or mailed to WOOPLAK LLC, 1710 NJ-34, Wall Township, NJ 07727.