Terms of Service – Lightpose, LLC
Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Lightpose Platform, you agree to comply with and be bound by these Terms.
Please note: Section 19 of these Terms contains an arbitration clause and class action waiver that applies to all Lightpose Users. If your country of residence is the United States, this provision applies to all disputes with Lightpose. If your country of residence is outside of the United States, this provision applies to any action you bring against Lightpose in the United States. It affects how disputes with Lightpose are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Last Updated: July 19, 2019
These Terms constitute a legally binding agreement ("Agreement") between you and Lightpose (as defined below) governing your access to and use of the Lightpose website, including any subdomains thereof, and any other websites through which Lightpose makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces, as applicable from time to time (collectively, "Application") and all associated services (collectively, "Lightpose Services"). The Site, Application and Lightpose Services together are hereinafter collectively referred to as the “Lightpose Platform”.
When these Terms mention “Lightpose,” “we,” “us,” or “our,” it refers to the Lightpose, LLC, the company you are contracting with.
Table of Contents
1. Scope of Lightpose Services
2. Eligibility, Using the Lightpose Platform, User Verification
3. Modification of these Terms
4. Account Registration
6. Service Fees
7. Terms specific for Contractors
8. Terms specific for Clients
9. Booking Modifications, Cancellations and Refunds
10. Ratings and Reviews
11. Disputes between Users
13. Prohibited Activities
14. Term and Termination, Suspension and other Measures
18. Dispute Resolution
20. Applicable Law and Jurisdiction
21. General Provisions
1. Scope of Lightpose Services
1.1 The Lightpose Platform is an online marketplace that enables registered users (“Users”) and certain third parties who offer services (Users and third parties who offer services are “Contractors” and the services they offer are “Contractor Services”) to publish such Contractor Services on the Lightpose Platform (“Listings”) and to communicate and transact directly with Users that are seeking to book such Contractor Services (Users using Contractor Services are “Clients”). Contractor Services may include the offering of photography or other services for use ("Services").
1.2 As the provider of the Lightpose Platform, Lightpose does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Contractor Services. Contractors alone are responsible for their Listings and Contractor Services. When Users make or accept a booking, they are entering into a contract directly with each other. Lightpose is not and does not become a party to or other participant in any contractual relationship between Users, nor is Lightpose an insurer. Lightpose is not acting as an agent in any capacity for any User, except as specified in the Payments Terms.
1.3 While we may help facilitate the resolution of disputes, Lightpose has no control over and does not guarantee: (i) the existence, quality, safety, suitability, or legality of any Listings or Contractor Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other User Content (as defined below), or (iii) the performance or conduct of any User or third party. Lightpose does not endorse any User, Listing or Contractor Services. You should always exercise due diligence and care when deciding whether to use and Contractor Services, or communicate and interact with other Users, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by Lightpose of any Contractor or Listing.
1.4 If you choose to use the Lightpose Platform as a Contractor, your relationship with Lightpose is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Lightpose for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Lightpose. Lightpose does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Contractor Services. You acknowledge and agree that you have complete discretion whether to list Contractor Services or otherwise engage in other business or employment activities.
1.5 To promote the Lightpose Platform and to increase the exposure of Listings to potential Clients, Listings and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Users who speak different languages, Listings and other User Content may be translated, in whole or in part, into other languages. Lightpose cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations.
1.6 The Lightpose Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Lightpose is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Lightpose of such Third-Party Services.
1.7 Due to the nature of the Internet, Lightpose cannot guarantee the continuous and uninterrupted availability and accessibility of the Lightpose Platform. Lightpose may restrict the availability of the Lightpose Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Lightpose Platform. Lightpose may improve, enhance and modify the Lightpose Platform and introduce new Lightpose Services from time to time.
2. Eligibility, Using the Lightpose Platform, User Verification
2.1 In order to access and use the Lightpose Platform or register an Lightpose Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.
2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Contractor Service(s) are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2.3 Lightpose may make access to and use of the Lightpose Platform, or certain areas or features of the Lightpose Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a User’s booking and cancellation history.
2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
2.5 The access to or use of certain areas and features of the Lightpose Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Lightpose Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Lightpose Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
3. Modification of these Terms.
Lightpose reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Lightpose Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Lightpose Platform will constitute acceptance of the revised Terms.
4. Account Registration
4.1 You must register an account ("Lightpose Account") to access and use certain features of the Lightpose Platform, such as publishing or booking a Listing. If you are registering a Lightpose Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You can register a Lightpose Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your Lightpose Account and your SNS Account at any time, by accessing the "Settings" section of the Lightpose Platform.
4.3 You must provide accurate, current and complete information during the registration process and keep your Lightpose Account and public Lightpose Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) Lightpose Account unless Lightpose authorizes you to do so. You may not assign or otherwise transfer your Lightpose Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your Lightpose Account credentials and may not disclose your credentials to any third party. You must immediately notify Lightpose if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Lightpose Account. You are liable for any and all activities conducted through your Lightpose Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
4.6 Lightpose may enable features that allow you to authorize other Users or certain third parties to take certain actions that affect your Lightpose Account. For example, we may enable Users to link their Lightpose Accounts to businesses and take actions for those businesses, we may enable eligible Users or certain third parties to book Listings on behalf of other Users, or we may enable Contractors to add other Users as CoContractors (as defined below) to help manage their Listings. These features do not require that you share your credentials with any other person. No third party is authorized by Lightpose to ask for your credentials, and you shall not request the credentials of another User.
5.1 Lightpose may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Lightpose Platform ("User Content"); and (ii) access and view User Content and any content that Lightpose itself makes available on or through the Lightpose Platform, including proprietary Lightpose content and any content licensed or authorized for use by or through Lightpose from a third party ("Lightpose Content" and together with User Content, "Collective Content").
5.2 The Lightpose Platform, Lightpose Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Lightpose Platform and Lightpose Content, including all associated intellectual property rights, are the exclusive property of Lightpose and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Lightpose Platform, Lightpose Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Lightpose used on or in connection with the Lightpose Platform and Lightpose Content are trademarks or registered trademarks of Lightpose in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Lightpose Platform, Lightpose Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Lightpose Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Lightpose or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, Lightpose grants you a limited, non-exclusive, nonsublicensable, non-assignable, revocable, non-transferable license to access and view any Collective Content made available on or through the Lightpose Platform and accessible to you, solely for your personal and noncommercial use.
5.6 You are solely responsible for all User Content that you make available on or through the Lightpose Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Lightpose Platform or you have all rights, licenses, consents and releases that are necessary to grant to Lightpose the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Lightpose's use of the User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.7 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any other Lightpose policy. Lightpose may, without prior notice, remove or disable access to any User Content that Lightpose finds to be in violation of applicable law, these Terms or Lightpose’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Lightpose, its Users, third parties, or property.
5.8 Lightpose respects copyright law and expects its Users to do the same. If you believe that any content on the Lightpose Platform infringes copyrights you own, please notify us by using the contact information on our Contact Us page.
6. Service Fees
6.1 Lightpose may charge fees to Contractors ("Contractor Fees") and/or Clients ("Client Fees") (collectively, "Service Fees") in consideration for the use of the Lightpose Platform.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Contractor or Client prior to publishing or booking a Listing. Lightpose reserves the right to change the Service Fees at any time, and will provide Users adequate notice of any fee changes before they become effective. Such fee changes will not affect any bookings made prior to the effective date of the fee change.
6.3 You are responsible for paying any Service Fees that you owe to Lightpose. The applicable Service Fees (including any applicable Taxes)may be collected by Lightpose or another third party. Except as otherwise provided on the Lightpose Platform, Service Fees are non-refundable.
7. Terms specific for Contractors
7.1 Terms applicable to all Listings
7.1.1 When creating a Listing through the Lightpose Platform you must (i) provide complete and accurate information about your Contractor Service (such as services description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as applicable rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements) and (iii) provide any other pertinent information requested by Lightpose. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.
7.1.2 You are solely responsible for setting a price (including any Taxes if applicable, or charges such as editing and retouching fees) for your Listing (“Listing Fee”). Once a Client requests a booking of your Listing, you may not request that the Client pays a higher price than in the booking request.
7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.
7.1.4 Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your Contractor Services. Lightpose reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.
7.1.5 The placement and ranking of Listings in search results on the Lightpose Platform may vary and depend on a variety of factors, such as Client search parameters and preferences, Contractor requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Contractor Service, and/or ease of booking. More information about the factors that determine how your Listing appears in search results can be found on our help center.
7.1.6 When you accept or have pre-approved a booking request by a Client, you are entering into a legally binding agreement with the Client and are required to provide your Contractor Service(s) to the Client as described in your Listing when the booking request is made. You also agree to pay the applicable Contractor Fee and any applicable Taxes.
7.1.7 Lightpose recommends that Contractors obtain appropriate insurance for their Contractor Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Clients (and the individuals the Client has booked for, if applicable) or participating in your Contractor Service.
7.2 Listing Services
7.2.1 Contractors are not allowed to ask for a Security Deposit (i) after a booking has been confirmed or (ii) outside of the Lightpose Platform.
7.2.2 You represent and warrant that any Listing you post and the booking of, or a Client's use of, your Services, will (i) not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, or other agreements, and (ii) comply with all applicable laws (such as business laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Contractor, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who are involved in any way with the Services.
7.3.1 Lightpose may enable Contractors to authorize other Users (“Co-Contractors”) to administer the Contractor’s Listing(s), and to bind the Contractor and take certain actions in relation to the Listing(s) as permitted by the Contractor, such as accepting booking requests, messaging and welcoming Clients, and updating the Listing Fee and calendar availability (collectively, “Co-Contractor Services”). Any agreement formed between Contractor and Co-Contractor may not conflict with these Terms, the Payments Terms, or any other Policies applicable to your Contractor Service(s). Co-Contractors may only act in an individual capacity and not on behalf of a company or other organization, unless expressly authorized by Lightpose. Lightpose reserves the right, in our sole discretion, to limit the number of Co-Contractors a Contractor may invite for each Listing and to limit the number of Listings a Co-Contractor may manage.
7.3.2 Contractors should exercise due diligence and care when deciding who to add as a CoContractor to their Listing(s). Contractors remain solely responsible and liable for any and all Listings and User Content published on the Lightpose Platform, including any Listing created by a Co-Contractor on their behalf. Further, Contractors remain responsible and liable for their own acts and omissions, including, but not limited to, conduct that causes harm or damage to the Co-Contractor(s). Co-Contractors remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as a Co-Contractor, including, but not limited to, conduct that causes harm or damage to the Contractor. In addition, both Contractor and CoContractor are jointly responsible and severally liable for third party claims, including Client claims, arising from the acts and omissions of the other person as related to Contractor activities, communications with Clients, and the provision of any Co-Contractor Services.
7.3.3 Unless agreed otherwise by Contractor and Co-Contractor, Contractor and Co-Contractor may terminate the Co-Contractor agreement at any time. In addition, both Contractor and Co-Contractor acknowledge that their Co-Contractoring relationship will terminate in the event that Lightpose (i) terminates the Co-Contractor service or (ii) terminates either party’s participation in the Co-Contractor service. When the CoContractor agreement is terminated, the Contractor will remain responsible for all of the Co-Contractor’s actions prior to the termination, including the responsibility to fulfill any pending or future bookings initiated prior to the termination. When a User is removed as a Co-Contractor, that User will no longer have access to any Contractor or Client information related to the applicable Contractor’s Listing(s).
8. Terms specific for Clients
8.1 Terms applicable to all bookings
8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Lightpose and/or the Contractor, you can book a Listing available on the Lightpose Platform by following the respective booking process. All applicable fees, including the Listing Fee, Security Deposit (if applicable), Client Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a Listing. You agree to pay the Total Fees for any booking requested in connection with your Lightpose Account.
8.1.2 Upon receipt of a booking confirmation from Lightpose, a legally binding agreement is formed between you and your Contractor, subject to any additional terms and conditions of the Contractor that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Lightpose Payments will collect the Total Fees at the time of the booking request or upon the Contractor’s confirmation pursuant to the Payments Terms. For certain bookings, Clients may be required to pay or have the option to pay in multiple installments.
8.1.3 If you book a Contractor Service on behalf of additional Clients, you are required to ensure that every additional Client meets any requirements set by the Contractor, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Contractor. If you are booking for an additional Client who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in an Experience, Event or other Contractor Service if accompanied by an adult who is responsible for them.
8.2 Booking Services.
You understand that a confirmed booking of a Service (“Service Booking”) is a limited license granted to you by the Contractor to use the Services of the Contractor for a set period of time, in accordance with your agreement with the Contractor.
9. Booking Modifications, Cancellations and Refunds
9.1 Booking Modification and Cancellation Policy.
In the event that a confirmed Booking needs to be modified or cancelled either by Client or a Contractor, the following Booking cancellation policy applies. We encourage both Clients and Customers to communicate directly in the event of a Booking cancellation as soon as possible and also immediately notify Lightpose to initiate a Booking cancellation. Lightpose will initiate all refunds, fees, or applicable payments in accordance with this policy. We also reserve the right to collect any fees for cancellations in accordance with this cancellation policy.
|Cancellation Date||Refund Amount|
|Booking request pending||Full refund and all platform fees refunded|
|30+ days prior to Booking start time||100%, minus platform fees|
|7 calendar days or less to Booking start time||50%, minus platform fees|
|Within 48 hours of Booking start||time Non-refundable|
The only time the above cancellation fees may be waived or exemptions made is when mutually agreed upon by both parties to a Booking and Lightpose. We encourage both parties in Booking agreements to communicate and work through any potential scheduling issues or cancellations directly and immediately. This ensures a mutually beneficial outcome in a timely manner. In the event that a cancellation needs to be made, please also immediately notify Lightpose using the information on the “Contact Us” page.
9.3 Lightpose Cancellations.
In certain circumstances, Lightpose may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed Booking and initiate corresponding refunds and payouts. This may be for reasons where Lightpose believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Lightpose, other Users, third parties or property, or for any of the reasons set out in these Terms.
When approved by Lightpose and the both parties to a Booking, a Booking may be rescheduled. The rescheduled Booking must be the same duration as the original confirmed Booking and also mutually agreed upon in a time period that complies with the cancellation policy set forth above. Contractors and Clients are responsible for any modifications to a booking that they make via the Lightpose Platform or direct Lightpose customer service to make ("Booking Modifications"), and agree to pay any additional Listing Fees, Contractor Fees or Client Fees and/or Taxes associated with such Booking Modifications.
10. Ratings and Reviews
10.1 Within a certain timeframe after completing a booking, Clients and Contractors can leave a public review (“Review”) and submit a rating, as a grade, star count or otherwise (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Users and do not reflect the opinion of Lightpose. Ratings and Reviews are not verified by Lightpose for accuracy and may be incorrect or misleading.
10.2 Ratings and Reviews by Clients and Contractors must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5 and other Lightpose policies.
10.3 Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another User.
10.4 Ratings and Reviews are part of a User’s public profile and may also be surfaced elsewhere on the Lightpose Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information.
11. Damage to Services, Disputes between Users
11.1 As a Client, you are responsible your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Services, excluding the Contractor (and the individuals the Contractor invites to the Services, if applicable).
11.2 If a Contractor claims and provides evidence that you as a Client have caused any damage to personal or other property during the performance of Services ("Damage Claim"), the Contractor can seek payment from you. If a Contractor escalates a Damage Claim to Lightpose, you will be given an opportunity to respond. If you agree to pay the Contractor, or Lightpose determines in its sole discretion that you are responsible for the Damage Claim, Lightpose will, after the end of your stay, collect any such sums from you and/or against the Security Deposit (if applicable) required to cover the Damage Claim. Lightpose also reserves the right to otherwise collect payment from you and pursue any remedies available to Lightpose in this regard in situations in which you are responsible for a Damage Claim, including, but not limited to, in relation to any payment requests made by Contractors.
11.3 Users agree to cooperate with and assist Lightpose in good faith, and to provide Lightpose with such information and take such actions as may be reasonably requested by Lightpose, in connection with any Damage Claims or other complaints or claims made by Users relating to: (i) Services or any personal or other property damaged during any Services or (ii) Co-Contractor agreements. A User shall, upon Lightpose's reasonable request and at no cost to the User, participate in mediation or a similar resolution process with another User, which process will be conducted by Lightpose or a third party selected by Lightpose or its insurer, with respect to losses for which a User is requesting payment from Lightpose.
11.4 If you are a Client or a Co-Contractor, you understand and agree that Lightpose may make a claim under any insurance policy you may have related to any damage or loss that you may have caused, or been responsible for, to any personal or other property of the Contractor (including without limitation amounts paid by Lightpose). You agree to cooperate with and assist Lightpose in good faith, and to provide Lightpose with such information as may be reasonably requested by Lightpose, to make a claim under your applicable insurance policy, including, but not limited to, executing documents and taking such further acts as Lightpose may reasonably request to assist Lightpose in accomplishing the foregoing.
12.1 As a Contractor you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes ("Taxes").
12.2 Tax regulations may require us to collect appropriate Tax information from Contractors, or to withhold Taxes from payouts to Contractors, or both. If a Contractor fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the taxrelevant amount as required by law, until resolution.
13. Prohibited Activities
13.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Lightpose Platform. In connection with your use of the Lightpose Platform, you will not and will not assist or enable others to:
○ breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
○ use the Lightpose Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Lightpose endorsement, partnership or otherwise misleads others as to your affiliation with Lightpose;
○ use the Lightpose Platform in connection with the distribution of unsolicited commercial messages ("spam");
○ offer, as a Contractor, any Service that you do not yourself own or have permission to make available as a residential or other property through the Lightpose Platform;
○ contact another User for any purpose other than asking a question related to a your own booking, Listing, or the User's use of the Lightpose Platform, including, but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications or websites, without our prior written approval;
○ use the Lightpose Platform to request, make or accept a booking independent of the Lightpose Platform, to circumvent any Service Fees or for any other reason;
○ request, accept or make any payment for Listing Fees outside of the Lightpose Platform or Lightpose Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Lightpose harmless from any liability for such payment;
○ discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
○ misuse or abuse any Listings as determined by Lightpose in its sole discretion;
○ use, display, mirror or frame the Lightpose Platform or Collective Content, or any individual element within the Lightpose Platform, Lightpose's name, any Lightpose trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Lightpose Platform, without Lightpose's express written consent;
○ dilute, tarnish or otherwise harm the Lightpose brand in any way, including through unauthorized use of Collective Content, registering and/or using Lightpose or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Lightpose domains, trademarks, taglines, promotional campaigns or Collective Content;
○ use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Lightpose Platform for any purpose;
○ avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Lightpose or any of Lightpose's providers or any other third party to protect the Lightpose Platform;
○ attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Lightpose Platform;
○ take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Lightpose Platform;
○ export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
○ violate or infringe anyone else’s rights or otherwise cause harm to anyone.
13.2 You acknowledge that Lightpose has no obligation to monitor the access to or use of the Lightpose Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Lightpose Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Lightpose in good faith, and to provide Lightpose with such information and take such actions as may be reasonably requested by Lightpose with respect to any investigation undertaken by Lightpose or a representative of Lightpose regarding the use or abuse of the Lightpose Platform.
13.3 If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Lightpose by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
14. Term and Termination, Suspension and other Measures
14.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Lightpose terminate the Agreement in accordance with this provision.
14.2 You may terminate this Agreement at any time by sending us an email. If you cancel your Lightpose Account as a Contractor, any confirmed booking(s) will be automatically cancelled and your Clients will receive a full refund. If you cancel your Lightpose Account as a Client, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.
14.3 Without limiting our rights specified below, Lightpose may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
14.4 Lightpose may immediately, without notice, terminate this Agreement and/or stop providing access to the Lightpose Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Lightpose believes in good faith that such action is reasonably necessary to protect the personal safety or property of Lightpose, its Users, or third parties (for example in the case of fraudulent behavior of a User).
14.5 In addition, Lightpose may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Lightpose Account registration, Listing process or thereafter, (iv) you and/or your Listings or Contractor Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Lightpose otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Lightpose believes in good faith that such action is reasonably necessary to protect the personal safety or property of Lightpose, its Users, or third parties, or to prevent fraud or other illegal activity:
○ refuse to surface, delete or delay any Listings, Ratings, Reviews, or other User Content;
○ cancel any pending or confirmed bookings;
○ limit your access to or use of the Lightpose Platform;
○ temporarily or permanently revoke any special status associated with your Lightpose Account;
○ temporarily or in case of severe or repeated offenses permanently suspend your Lightpose Account and stop providing access to the Lightpose Platform.
○ In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Lightpose and an opportunity to resolve the issue to Lightpose's reasonable satisfaction.
14.6 If we take any of the measures described above (i) we may refund your Clients in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
14.7 When this Agreement has been terminated, you are not entitled to a restoration of your Lightpose Account or any of your User Content. If your access to or use of the Lightpose Platform has been limited or your Lightpose Account has been suspended or this Agreement has been terminated by us, you may not register a new Lightpose Account or access and use the Lightpose Platform through an Lightpose Account of another User.
14.8 Sections 5 and 14 to 21 of these Terms shall survive any termination or expiration of this Agreement.
If you choose to use the Lightpose Platform or Collective Content, you do so voluntarily and at your sole risk. The Lightpose Platform and Collective Content is provided “as is”, “where is” and “with all faults”, without warranty of any kind, either express or implied, either in fact or by operation of law, statutory or otherwise. You agree that you have had whatever opportunity you deem necessary to investigate the Lightpose Services, laws, rules, or regulations that may be applicable to your Listings and/or Contractor Services you are receiving and that you are not relying upon any statement of law or fact made by Lightpose relating to a Listing. If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future. You agree that some Contractor Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Contractor Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Contractor Services. You assume full responsibility for the choices you make before, during and after your participation in a Contractor Service. If you are bringing a minor as an additional Client, you are solely responsible for the supervision of that minor throughout the duration of your Contractor Service and to the maximum extent permitted by law, you agree to forever, irrevocably and knowingly release and hold harmless Lightpose from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Contractor Service or in any way related to your Contractor Service. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Lightpose Platform and Collective Content, your publishing or booking of any Listing via the Lightpose Platform, your use of any Service, or any other interaction you have with other Users whether in person or online remains with you. Neither Lightpose nor any other party involved in creating, producing, or delivering the Lightpose Platform or Collective Content will be liable for any incidental, indirect, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with: (i) these Terms, (ii) from the use of or inability to use the Lightpose Platform or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Lightpose Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing’s Contractor Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Lightpose has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Contractors pursuant to these Terms, in no event will Lightpose’s aggregate liability arising out of or in connection with these Terms and your use of the Lightpose Platform including, but not limited to, from your publishing or booking of any Listings via the Lightpose Platform, or from the use of or inability to use the Lightpose Platform or Collective Content and in connection with any Service, or interactions with any other Users, exceed the amounts you have paid or owe for bookings via the Lightpose Platform as a Client in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Contractor, the amounts paid by Lightpose to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US $100.00), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Lightpose and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Lightpose’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
To the maximum extent permitted by applicable law, you agree to release, defend (at Lightpose’s option), indemnify, and hold Lightpose and its affiliates and subsidiaries, and their respective members, managers, owners, officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, fees, claims, causes of action and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Lightpose Platform or any Lightpose Services, (iii) your interaction with any User, your use of any Contractor Services, including without limitation any injuries, losses or damages (whether compensatory, indirect, incidental, special, consequential or otherwise) of any kind arising in connection with or as a result of such use, or (iv) your breach of any laws, regulations or third party rights.
18. Dispute Resolution and Arbitration Agreement
18.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against Lightpose in the United States (to the extent not in conflict with Section 20).
18.2 Overview of Dispute Resolution Process. Lightpose is committed to participating in a consumerfriendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 18.1 applies: (1) an informal negotiation directly with Lightpose’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 18 and except as provided in Section 18.6). Specifically, the Consumer Arbitration Rules provide:
○ Claims can be filed with AAA online (www.adr.org);
○ Arbitrators must be neutral and no party may unilaterally select an arbitrator;
○ Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
○ Parties retain the right to seek relief in small claims court for certain claims, at their option;
○ The initial filing fee for the consumer is capped at $200;
○ The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
○ The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
18.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Lightpose each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Lightpose’s customer service team by using the contact information from the Contact Us page. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
18.4 Agreement to Arbitrate. You and Lightpose mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Lightpose Platform, the Contractor Services or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Lightpose agree that the arbitrator will decide that issue.
18.5 Exceptions to Arbitration Agreement. You and Lightpose each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
18.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
18.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Lightpose agrees that any required arbitration hearing may be conducted: (a) in Seattle, King County, Washington; (b) in any other location to which you and Lightpose both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
18.8 Modification of AAA Rules - Attorney’s Fees and Costs. You and Lightpose agree that Lightpose will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. Either you or us may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules.
18.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
18.10 Jury Trial Waiver. You and Lightpose acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
18.11 No Class Actions or Representative Proceedings. You and Lightpose acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class User in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and Lightpose both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 18.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 18.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and Lightpose agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
18.12 Severability. Except as provided in Section 18.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
18.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Lightpose changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Lightpose’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Lightpose (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Lightpose.
18.14 Survival. Except as provided in Section 18.12 and subject to Section 14.8, this Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the Lightpose Platform or terminate your Lightpose Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Lightpose Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact Us” section of the Lightpose Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
20. Applicable Law and Jurisdiction.
These Terms and your use of the Lightpose Platform will be exclusively governed and interpreted by the laws of the state of Washington, without reference or regard to Washington’s conflict of laws provisions. Subject to Section 18, you hereby irrevocably and unconditionally agree to submit any legal action or proceeding relating to this Agreement or arising out of the relationship of the parties to the non-exclusive general jurisdiction of the courts of the state of Washington located in King County and the courts of the United States located in the Western District of Washington and, in any such action or proceeding, consent to jurisdiction in such courts and waive any objection to the venue in any such court. If any suit or action is instituted in connection with any controversy arising out of this Agreement or to enforce any rights hereunder, the substantially prevailing party, as determined by the adjudicator in the suit or action, shall be entitled to recover, in addition to costs, such sums as the court may find reasonable as attorneys’ fees, including litigation expenses and costs, and such similar sums incurred on any appeal.
21. General Provisions.
21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Lightpose and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Lightpose and you in relation to the access to and use of the Lightpose Platform.
21.2 No joint venture, partnership, employment, or agency relationship exists between you and Lightpose as a result of this Agreement or your use of the Lightpose Platform.
21.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
21.4 Each provision of these Terms shall be considered severable such that if any one provision or clause conflicts with applicable law, or may not be given full effect because of such law, this shall not affect any other provision of the Terms that can be given effect without the conflicting provision of clause; provided; however, that such provision shall be modified, to the minimum extent possible and necessary, to be enforceable to the fullest extent and in compliance with any such applicable laws, prior to it being severed from these Terms in its entirety.
21.5 Lightpose’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
21.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Lightpose's prior written consent. Lightpose may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
21.7 Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by Lightpose via email, Lightpose Platform notification, or messaging service (including SMS and WeChat). If you have any questions about these Terms please email us.