Giraffe360 Partner Photographer Program Terms and Conditions

1. Introduction

1.1 Giraffe360 is a technology company providing solutions for the creation, processing, management and delivery of real estate media and related property data through its proprietary hardware, software and technology platform (the “Giraffe360 Service”), designed for real estate agents, brokers, photographers, and other real estate industry professionals (each, a “Client”).

1.2 The Giraffe360 Service is provided by and this Agreement is concluded with Giraffe360, Inc., a Delaware corporation, whose office is at 252 NW 29th St, 9th Floor, Miami, FL 33127 (“Giraffe360”).

1.3 These Partner Photographer Program Terms (the “Program Terms”) govern Your participation in the Giraffe360 Partner Photographer Program (the “Program”). The Program Terms supplement the Giraffe360 Subscription Terms (the “Subscription Terms”), the Giraffe360 Camera Unit Subscription Terms (the “Camera Terms”), and the Giraffe360 Product Glossary (the “Product Glossary”).

1.4 These Program Terms, the Subscription Terms, the Camera Terms, and any other applicable Giraffe360 policies (together the “Giraffe360 Legal Terms”) form the Agreement between You and Giraffe360 and shall be read together as the contractual terms governing the relationship between Giraffe360 and the Partner.

1.5 In the event of any conflict or inconsistency between the provisions of these Program Terms and any other provision in Giraffe360 Legal Terms, the following order or precedence shall apply: (i) the Program Terms (in relation to the Program); and (ii) the Giraffe360 Legal Terms to Your use of Giraffe360 Services.

1.6 You participate in the Program as a delivery partner of Giraffe360 and are not a reseller, distributor or agent of Giraffe360. Agents subscribe to, and pay for, the Giraffe360 Service directly with Giraffe360. You are a Client of Giraffe360 Services insofar as they are not covered by these Program Terms and Your participation in the Program, including the Partner Benefits associated with it.

1.7 By submitting the Program application form, accepting these Program Terms, and accepting Your admission to the Program, You agree to be bound by these Program Terms (“Acceptance”).

1.8 Capitalised terms used but not defined in these Program Terms have the meaning given to them in the Giraffe360 Legal Terms.

1.9 In the context of these Terms “Partner” or “You” means the photographer or photography business admitted to the Program, and “Your” shall be construed accordingly, with Partner Benefits signifying discounted Camera Unit(s), Partner Plan, and any other benefits made available to You hereunder (the “Partner Benefits”) by using Your referral link or code issued by Giraffe360 to You for referring Agents to obtain the Partner Benefits (the “Partner Link”).

1.10 Giraffe360 may impose a Performance Target for Your participation in the Program and for receiving Partner Benefits by communicating them directly to You or by making them available on the Program Page (the “Performance Target”). Your participation in the Program and progress towards Your Performance Targets may be reviewed on a date set and communicated to You by Giraffe360 (the “Review Date”).

1.11 The Program Page is available at https://giraffe360.com/photographer-partnership or any other page Giraffe360 designates to house information about the Program (the “Program Page”).

2. Eligibility

2.1 Participation in the Program is available by invitation or application only. Giraffe360 may approve or reject any invitation or application in its sole discretion, without providing reasoning to justify the decision.

2.2 To be eligible, You must:

(a) be a professional photographer or photography business;

(b) have sufficient relevant experience and a portfolio acceptable to Giraffe360;

(c) operate in a territory where the Program is offered; and

(d) not be in breach of any agreement with or owe any debt to Giraffe360.

2.3 Giraffe360 may at any time alter the eligibility criteria, the number of Partners admitted, or the territories in which the Program is offered.

2.4 Giraffe360 may require an onboarding call to complete Your admission to the Program and confirm that You meet all eligibility requirements and are acceptable to Giraffe360 as a Participant of the Program.

2.5 Your admission to the Program is personal to You and is not transferable. You may not transfer, assign or otherwise deal with Your participation in the Program, Your Partner Link, access to any Giraffe360 Service, or any Camera Unit or other equipment provided to You under the Program.

3. Rights and obligations of partners

3.1 Subject to Your continued compliance with these Program Terms, You are eligible to be a subscriber of the Photographer Partner Plan as set out in the Program Page (the “Photographer Partner Plan”).

3.2 Giraffe360 may update the Program, including the Photographer Partner Plan, at any time in its sole discretion. The current Program details are available on the Program Page. Giraffe360 will notify You by email of any material change before it takes effect.

3.3 Any benefit made available to You as a Participant of the Program shall be calculated seven (7) days before Your scheduled payment to Giraffe360 for the Photographer Partner Plan and credited to Your account towards Your next invoice on the date of Your regular monthly payment.

3.4 Nothing in these Program Terms is intended to, or shall be deemed to, establish any partnership or joint venture between You and Giraffe360, constitute either party the agent of the other or authorise either party to make or enter into any commitment on behalf of the other.

4. Rights and obligations of Giraffe360

4.1 Giraffe360 shall provide You with the product information, brand guidelines, and other information and materials described on the Program Page.

4.2 Giraffe360 may, in its sole discretion, review Your participation at any time during the Program Period to confirm that You continue to meet the eligibility criteria.

4.3 Giraffe360 may terminate Your participation at any time and for any reason in accordance with clause 8.5.

4.4 Giraffe360 shall provide the Partner with access to its standard partner marketing materials, as made available from time to time, and with reasonable support during Giraffe360’s normal business hours. Giraffe360 is not obliged to produce bespoke materials for the Partner.

4.5 Giraffe360 may monitor the Partner’s promotional activities to ensure compliance with this Agreement.

4.6 Giraffe360 may at its sole discretion include the Partner in promotional activities, refer Clients to the Partner, and provide other types of support within the scope of the Program to the Partner. These activities will be communicated to the Partner by Giraffe360 in a timely manner.

4.7 Giraffe360 may ask you to at Your own expense obtain and/or provide professional insurance covering Your commercial activity while You are participating in the Program.

5. Subscription to camera units

5.1 Right of Possession and Use of Camera Units is governed by the Camera Terms which apply in full to every Camera Unit and Additional Camera Unit provided to You under the Program.

6. Intellectual property

6.1 Clause 5 (Intellectual Property Rights) of the Subscription Terms applies to Your use of the Giraffe360 Service, the Camera Units and the Partner Plan under the Program.

6.2 All Intellectual Property Rights in Giraffe360 Content added to or created by the Partner in the Content Studio shall vest in the Partner. To the extent any such rights vest in Giraffe360 by operation of law, Giraffe360 hereby assigns them to the Partner. The Partner shall ensure that it has all rights, licences, permissions and consents necessary to provide any Uploads, Capture Assets, Client Data or other materials to Giraffe360, to use such materials, and to grant the rights contemplated by the Giraffe360 Legal Terms, without infringing any third-party rights or requiring Giraffe360 to obtain additional licences or pay royalties.

6.3 You grant Giraffe360 a worldwide, royalty-free, perpetual, non-exclusive, transferable, and sublicensable license to use, copy, reproduce, adapt, modify, display, create derivative works from, and distribute Your Giraffe360 Content for the purposes or providing, operating, and improving the Giraffe360 Service, developing Giraffe360 products and services (including training machine-learning and artificial-intelligence models).

6.4 Giraffe360 may use Your name, logo and agreed testimonials to identify You as a Partner, including when routing Agents to You, in line with clause 5 of the Subscription Terms. Giraffe360 may use Your Giraffe360 Content for marketing purposes upon Your approval.

6.5 The Partner must not: use Giraffe360’s trademarks in a misleading, disparaging, unlawful, obscene or indecent way or context; or engage in false advertising, deceptive practices or any other conduct that harms, or is likely to harm, Giraffe360’s reputation.

6.6 Upon termination or revocation, the Partner shall promptly cease all use of the Logo, remove it from all websites, marketing materials, social media and other channels under its control and confirm such removal in writing upon Giraffe360’s reasonable request.

7. Confidentiality

7.1 You shall use Confidential Information only for the purposes of this Program and shall not disclose it to any third party without Giraffe360’s prior written consent, except to its Personnel and professional advisers who need to know it for the purposes of this Program and are bound by equivalent confidentiality obligations. You are responsible for any breach of this clause by any person to whom You disclose Confidential Information.

7.2 Without limiting clause 7.1, the following are Giraffe360’s Confidential Information: Program terms and performance data not published on the Program Page; Agent details made available to You; and Giraffe360 pricing and product information disclosed to You.

7.3 You may use Agent information made available to You only to provide photography services to that Agent under the Program, and in accordance with any applicable laws, regulations, and Giraffe360 Legal Terms.

7.4 You agree that any feedback or suggestions on improvements to the Giraffe360 Service will be non-confidential, and Giraffe360 will own all rights to use and incorporate such feedback or suggestions into its service without compensation to the Partner.

7.5 This clause does not apply to information that is or becomes public other than through a breach of these Program Terms, or to disclosures required by law or a competent authority, provided the Partner, where legally permitted, notifies Giraffe360 promptly and allows it a reasonable opportunity to challenge the disclosure.

7.6 You shall return to Giraffe360 or securely destroy all Confidential Information and retain no copies, within ten (10) business days of Giraffe360’s request and in any event on termination of Your participation in this Program.

7.7 You shall notify Giraffe360 immediately of any unauthorized use, disclosure, or access to Confidential Information and take all reasonable steps to stop it and prevent recurrence.

7.8 You acknowledge that damages alone may not be an adequate remedy for breach of Your confidentiality obligations and the clauses contained herein, and Giraffe360 shall be entitled to seek injunctive or other equitable relief, without prejudice to its other rights and remedies.

7.9 Confidential Information remains the exclusive property of Giraffe360. This clause survives termination of these Program Terms and Your participation in the Program indefinitely.

8. Term and termination

8.1 Your participation in the Program begins on Acceptance and continues until terminated in accordance with these Program Terms.

8.2 You as a photographer may access and use the Giraffe360 Service only as a Partner. For as long as You participate in the Program, You may access and use the Giraffe360 Service only as a subscriber of the Photographer Partner Plan or of any other plan that Giraffe360 makes available to Partners from time to time at its sole discretion (each an “Eligible Plan”).

8.3 You may at any time choose to stop pursuing Your Performance Target and therefore:

(a) You will no longer receive any Partner Benefits, and clause 3.3 will cease to apply to You;

(b) the Performance Target and Review Dates will no longer apply to You;

(c) You remain a Partner and Your subscription of the Photographer Partner Plan or other Eligible Plan continues at Giraffe360’s then-current standard pricing for that plan; and

(d) Your Partner Link will remain active for any future reactivation of Your participation in the Program if You remain eligible to participate in the Program.

8.4 If You do not wish to remain a subscriber of an Eligible Plan, You may terminate Your participation in the Program at any time by notifying Your Giraffe360 contact in writing and initiating the process through Content Studio. Termination of Your participation also terminates Your subscription to the Eligible Plan and closes Your account as per clause 8.2. You cannot continue to use the Giraffe360 Service after Your participation in the Program ends.

8.5 Giraffe360 may terminate Your participation at any time and for any reason in its sole discretion, including, but not limited to, if the Program is discontinued, if You fail to meet the Performance Target, and/or if You breach these Program Terms, any Giraffe360 Legal Terms, or applicable law, by giving You written notice with immediate effect. Giraffe360 may provide warning and time to rectify issues identified by Giraffe360 prior to terminating Your participation in the Program at its sole discretion.

8.6 When Your participation in the Program ends for any reason:

(a) the Partner Benefits case, and any Partner Benefits not yet credited to Your account shall be credited to Your final Invoice;

(b) Your Partner Link is deactivated;

(c) Your subscription to the Photographer Partner Plan or other Eligible Plan ends, and Your account will be closed;

(d) You must return all Camera Units in accordance with the Camera Terms;

(e) You must stop using the Partner designation and Giraffe360’s name, logo, and trademarks in accordance with clause 6.6; and

(f) all fees accrued up to the date of termination remain payable.

8.7 Termination of Your participation does not affect any rights, remedies, obligations, or liabilities accrued before the date of termination.

8.8 Following termination of Your participation in the Program, Agents referred through Your Partner Link are and remain customers of Giraffe360, and their subscriptions continue. For twelve (12) months after Your participation ends, You must not encourage any such Agent to cancel or reduce its Giraffe360 subscription. You may continue to provide Your own photography services to those Agents.

8.9 Clauses 5, 6, 7, 8.6, 8.8, and 9, and any other provision herein which by its nature is intended to survive, survive termination of Your participation in the Program.

9. Data protection

9.1 “Privacy Laws” means all United States federal and state laws that apply to the processing of personal information under this Agreement, including the California Consumer Privacy Act and other state consumer privacy laws, as amended or replaced. Terms such as “personal information”, “processing”, “sell”, “share”, “service provider” and “consumer” have the meanings given to them in Privacy Laws.

9.2 When the Partner identifies or contacts prospects through its own contacts and channels, for its own purposes, it is solely responsible for that processing. From the moment the Partner introduces a prospective Client to Giraffe360, the Partner processes that person’s personal information, and any personal information of Clients, on Giraffe360’s behalf (“Giraffe360 Personal Data”) as Giraffe360’s service provider. Before introducing a prospective Client, the Partner shall make sure that it is entitled under Privacy Laws to pass their details to Giraffe360.

9.3 In respect of Giraffe360 Personal Data, the Partner shall:

9.3.1 process it only for the purposes of this Agreement and in accordance with Giraffe360’s documented instructions, and inform Giraffe360 if it believes an instruction breaches Privacy Laws;

9.3.2 not sell or share it, retain, use or disclose it for any other purpose or outside its direct business relationship with Giraffe360, or combine it with personal information it receives from others or collects itself, except as Privacy Laws permit;

9.3.3 comply with Privacy Laws, provide the same level of privacy protection as they require, and notify Giraffe360 promptly if it can no longer meet its obligations under this clause;

9.3.4 protect it with reasonable security measures appropriate to its nature and ensure that everyone who accesses it is bound by a duty of confidentiality;

9.3.5 engage another person to process it on the Partner’s behalf (a “Sub-processor”) only under a written contract imposing obligations equivalent to those in this clause, notify Giraffe360 of each Sub-processor it engages, provide a current list of its Sub-processors within ten (10) business days of Giraffe360’s request, and remain responsible for each Sub-processor;

9.3.6 forward to Giraffe360 within two (2) business days any request from a legal or natural person about it, act on such a request only on Giraffe360’s instructions, and help Giraffe360 respond;

9.3.7 notify Giraffe360 without undue delay, and in any event within forty-eight (48) hours, after becoming aware of any unauthorized access to, acquisition of or disclosure of it, and cooperate with Giraffe360’s response;

9.3.8 on request, give Giraffe360 the information it needs to demonstrate compliance with this clause, and allow Giraffe360 to take reasonable steps to ensure that it is used consistently with Privacy Laws and to stop and remediate any unauthorized use;

9.3.9 not process or access it outside the United States without Giraffe360’s prior written consent; and

9.3.10 on termination of Your participation in this Program or termination of the Program itself, or earlier on Giraffe360’s request, return or delete it within thirty (30) days, except to the extent the law requires the Partner to keep it.

10. Miscellaneous

10.1 Giraffe360 may carry out credit, identity, anti-money-laundering and other background checks on You and any prospective Client. As a result of such checks Giraffe360 may decline to contract with any prospective Client, or to accept any referral, at its sole discretion and without giving reasons. No fee is payable in respect of a prospective Client with whom Giraffe360 does not contract.

10.2 These Program Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws. Both parties agree to submit to exclusive jurisdiction and convenient forum in the County of New York, State of New York and further agree that any cause of action arising under or in connection with the Giraffe360 Legal Terms may be brought in a court in New York.