B-Roll Inc. together with its subsidiary OD Foto LLC (collectively, “B-Roll,” “we,” “us,” “our”) provides an online booking, payment and matching marketplace that connects photographers and users requiring on-demand photography services (collectively, the “Services”) to you through its website located at www. b-rollapp.com (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”).

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.  THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST B-ROLL ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at www. b-rollapp.com/privacy.

All such terms are hereby incorporated by reference into these Terms of Service.

THE SITE INCLUDES AN ONLINE MARKETPLACE THROUGH WHICH PHOTOGRAPHERS (DEFINED BELOW) MAY OFFER PHOTOGRAPHY SERVICES (DEFINED BELOW) AND SUBJECTS (DEFINED BELOW) MAY BOOK SUCH PHOTOGRAPHY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT: (1) B-ROLL IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PHOTOGRAPHERS AND SUBJECTS, (2) B-ROLL ONLY PROVIDES MATCHING AND PAYMENT PROCESSING SERVICES, (3) SUBJECTS CONTRACT FOR PHOTOGRAPHY SERVICES DIRECTLY WITH PHOTOGRAPHERS (4) B-ROLL IS NOT A BROKER, AGENT (EXCEPT AS EXPRESSLY SET FORTH BELOW) OR INSURER, AND (5) B-ROLL HAS NO CONTROL OVER THE CONDUCT OF PHOTOGRAPHERS, SUBJECTS, OR ANY OTHER USERS OF THE SITE OR PHOTOGRAPHY SERVICES, AND B-ROLL DISCLAIMS ALL LIABILITY IN THIS REGARD. DIFFERENT SECTIONS OF THE SITE AND TERMS OF SERVICE AFFECT PHOTOGRAPHERS AND SUBJECTS DIFFERENTLY, SO PLEASE BE SURE TO READ THESE TERMS CAREFULLY.

Key Terms

• “User,” “you,” or “your” Refers to any person, organization or entity”: using the Services, including both people seeking photographers (“Subjects”) and the photographers themselves.
• “Subject”: A person who registers with B-Roll to hire a Photographer.
• “Photographer”: A photographer who offers services on B-Roll and has been approved by the platform.
• “Photography Services”: The photography services provided by the Photographers.

Access and Use of the Service

Services

B-Roll provides a platform that connects Subjects and Photographers to arrange Photography Services. B-Roll itself does not offer photography services. B-Roll’s role is limited to:

1. Providing the platform for Subjects and Photographers to connect, and
2. Acting as a payment agent for Photographers, by accepting payments from Subjects on their behalf.

When you use B-Roll, you assume the risks that come with dealing with other Users, including the possibility of encountering dishonest individuals. B-Roll is not responsible for how Users behave or the quality of the Photography Services, and does not guarantee or endorse the authenticity, quality, safety, or legality of those services.

Your Registration Obligations

You may need to register with B-Roll to access certain features. If you register, you agree to provide true, accurate, and current information. Your registration details and other information are governed by our Privacy Policy. If you’re under 13, you are not allowed to use the service. If you’re under 18, you can only use the service with your parent’s or guardian’s approval.

User Account, Password, and Security

You are responsible for keeping your account and password secure and for all activities under your account. You agree to notify B-Roll immediately of any unauthorized use or security issues and to log out after each session. B-Roll will not be liable for any loss due to your failure to follow these rules.

Changes to the Service

B-Roll reserves the right to modify or discontinue any part of the service at any time, with or without notice. B-Roll is not responsible for any changes, suspensions, or discontinuation of the service.

General Practices Regarding Use and Storage

B-Roll may set limits on how you use the service, such as how long data is stored or how much storage you get. B-Roll is not responsible for deleting or failing to store your data. Accounts that are inactive for a long time may be terminated, and B-Roll may change these policies at any time.

Mobile Services

Some services are available through mobile devices, such as uploading content, browsing the site, or using the app. Your mobile carrier’s standard charges may apply. Not all services will work with every carrier or device. By using mobile services, you agree that B-Roll may send you messages via SMS, MMS, or other electronic means, and that some information about your use of mobile services may be shared with us. If you change your phone number, update your B-Roll account to avoid sending messages to the wrong person.

Matching

B-Roll tries to match Subjects with the best Photographer based on the information provided. Multiple Photographers may be suggested, and the Subject makes the final decision. While B-Roll will try to ensure the chosen Photographer is the one to provide the services, B-Roll reserves the right to change the Photographer for any Booking and will endeavor to notify the Subject of such changes ahead of time.

Photographer Terms

No Off-Platform Activity

As a Photographer, you are not allowed to encourage Subjects to use your services outside of the B-Roll platform. A big part of how B-Roll earns money is through the fees collected when payments are made on the platform. If you find or connect with someone through the platform, you must use B-Roll to manage all payments with that person for at least 12 months (the “Non-Circumvention Period”).

If you don’t follow this rule and work with a Subject outside of the platform during this period, you (and/or the Subject) will have to pay B-Roll an “Off-Platform Activity Penalty” of the greater of $500 for each off-platform relationship or the amount paid or owed to the Photographer over the previous 12 months.

If you need to pay the Off-Platform Activity Penalty, you can contact B-Roll for instructions on how to make the payment.

Unless you pay the penalty, you agree to follow the payment process provided by the site. In addition to paying the Off-Platform Activity Penalty, B-Roll reserves the right to suspend or terminate your ability to use the B-Roll platform at its sole discretion.

Background Checks

Before you can offer services through B-Roll, you must agree to a background check to ensure there are no criminal issues that might create a safety risk for B-Roll or its users. If your background check shows a history of things like violent crimes, felonies, drug offenses, sexual offenses, theft, or property damage, your account will not be activated. B-Roll can also refuse service for any other reason unless it’s against the law.

By agreeing to these terms, you consent to a background check that will be done by a third party (like Checkr) and shared with B-Roll. This check helps B-Roll decide if you can use the platform, and B-Roll may check your background again to ensure you still meet their standards.

You give permission to state and federal law enforcement, courts, schools, motor vehicle agencies, credit bureaus, employers, and others to share information about you with B-Roll and its agents. This information can include criminal history, court records, driving records, drug/alcohol test results, and your address history, subject to federal and state laws.

The background check will comply with the Fair Credit Reporting Act (FCRA), and you can find a summary of your rights under the FCRA on the Consumer Financial Protection Bureau’s website: Your Rights Under the FCRA.

Confidentiality

As a Photographer, you may come across confidential information related to B-Roll’s business, such as photography guides, technical processes, software, business strategies, and customer plans. This is called “Proprietary Information.” You agree to keep this information confidential and only use it for your work with B-Roll. You must protect this information as carefully as you protect your own sensitive information, and at a minimum, use reasonable care.

You are not required to keep information confidential if it becomes publicly available through no fault of your own. When your relationship with B-Roll ends, or if B-Roll asks, you must return all materials containing Proprietary Information.

Other Photographer Obligations

As a Photographer, you need to provide B-Roll with information about your background, experience, skills, sample photos, contact details, headshot, and availability. It’s your responsibility to keep this information current and accurate at all times. While you can turn down a job after being matched with a Subject, B-Roll will decide if declining will affect your future matches.

B-Roll may request a portfolio from you, and they have the final say on which photographers are accepted into the marketplace. They can also remove any Photographer at any time, for any reason. While B-Roll may conduct background checks, they are not required to.

EACH PHOTOGRAPHER IS SOLELY RESPONSIBLE FOR OBTAINING ALL PERMITS, LICENSES AND OTHER PERMISSIONS REQUIRED TO OFFER OR PROVIDE ANY PHOTOGRAPHY SERVICES OR OTHER PHOTOGRAPHER-PROVIDED SERVICES AND B-ROLL ASSUMES NO RESPONSIBILITY FOR A PHOTOGRAPHER’S FAILURE TO OBTAIN SUCH PERMITS, LICENSES OR PERMISSIONS OR OTHERWISE COMPLY WITH ANY APPLICABLE LAWS, RULES OR REGULATIONS.

Nothing in this Agreement will in any way be construed to constitute Photographer as an agent, employee or representative of the B-Roll, but Photographer will perform the Services hereunder as an independent contractor.  Photographer acknowledges and agrees that Photographer is obligated to report as income all compensation received by Photographer pursuant to this Agreement, and Photographer agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon and that he will not be eligible for any employee benefits (nor does he desire any of them) and expressly waives any entitlement to such benefits.  Photographer acknowledges and agrees that he will use his own discretion in performing the tasks assigned, within the scope of work specified by the Company.

You understand and agree that B-Roll is neither an insurer nor a contracting agent or employer for you as a Photographer. If a Subject hires you for photography services, the agreement is between you and the Subject, not B-Roll. However, B-Roll acts as your limited authorized agent to collect payments from Subjects on your behalf and B-Roll is responsible for transmitting your portion of such payments to you. As a Photographer, you are responsible for your own actions and any injuries or accidents that occur while providing services. B-Roll will not cover any medical coverage for bodily harm or injury that may result from providing the Photography Services. B-Roll will not reimburse for any medical bills, transportation, lost wages, or other expenses related to injuries.

B-Roll can issue a monetary penalty if you cancel a shoot without reasonable notice, don’t show up for a scheduled shoot, or fail to meet your obligations without a valid reason.

Payment Terms

General

Subjects agree to pay for all applicable fees for Photography Services and fees, including any digital downloads or prints they buy, as listed on the site. Payments are made in the currency shown when booking. If a Subject requests changes to the services, such as a different time, location, or type of service, they may be charged a change fee, which must be paid before the changes are made.

B-Roll may also charge a service fee on top of the Photographer Fees. This service fee may change, but any changes will not affect bookings made before the fee change takes effect.

You are responsible for any taxes related to the services you provide, except for taxes on B-Roll’s income. All payments made are final and non-refundable unless B-Roll explicitly agrees otherwise. If you pay by credit card or another payment method, you confirm that your payment information is accurate, and you are authorized to use that method. You also agree to keep your payment information up to date.

Photographer Payment

B-Roll will pay Photographers through their PayPal (or similar payment processing) account in regular intervals to be determined by B-Roll. This payment will include all the Photographer Fees you earned for services provided, minus B-Roll’s referral fee.

If a Subject claims the services weren’t provided or completed properly, B-Roll has the right to withhold payment. This could happen if a Photographer doesn’t show up or the photos are of poor quality. B-Roll will review these claims and decide whether to issue a refund to the Subject.

Limited Payment Collection Agent

Each Photographer appoints B-Roll as their limited payment collection agent solely for the purpose of accepting Photographer Fees from the Subject. Payment of Photographer Fees by a Subject to B-Roll, acting as the Photographer’s limited payment collection agent, will be treated as if the payment was made directly to the Photographer. Consequently, the Photographer is obligated to provide the agreed-upon Photography Services to the Subject. B-Roll agrees to remit the Photographer Fees for services rendered on a bimonthly basis, unless otherwise agreed between B-Roll and the Photographer. In cases where B-Roll fails to remit such fees, the Photographer’s recourse will be solely against B-Roll.

Conditions of Use

User Conduct

Users are responsible for the content they upload, post, or share on the platform, including but not limited to code, video, images, text, and music. The following content and activities are prohibited, and B-Roll reserves the right to investigate and take appropriate action against any violations, including removing content, suspending accounts, or reporting the user to legal authorities. Users agree not to:

• Upload content that infringes intellectual property rights, contains harmful software, violates privacy, or poses any other risks.
• Engage in unsolicited advertising, spam, illegal activities, or harmful behavior, including content that is abusive, violent, or otherwise objectionable.
• Disrupt the service, violate laws, impersonate others, or collect personal information from users under 18.
• Use the platform for unauthorized commercial purposes, or promote criminal activities.
• Breach community guidelines as set out by B-Roll.

International Use & Export Controls

Users agree to comply with all local rules and regulations regarding online conduct. Software provided by B-Roll is subject to U.S. export controls, and downloading or using it is at the user’s own risk.

Commercial Use

Unless otherwise authorized, users agree not to commercially exploit any portion of the Service or its content, including reproducing, modifying, or distributing it for commercial gain.

Apple-Enabled Software Applications

For B-Roll applications that run on Apple devices, the following terms apply:

• These Terms of Service are between the user and B-Roll, not Apple. Apple bears no responsibility for the app or any associated issues.
• Use of the app must comply with Apple’s App Store Terms of Service.
• Apple is not responsible for providing support, warranties, or addressing legal claims related to the app.
• Users must comply with U.S. Government restrictions and cannot use the app if they are located in restricted countries.

B-Roll and Apple agree that Apple is a third-party beneficiary of these Terms, granting Apple the right to enforce them against users.

Intellectual Property Rights

Service Content and Trademarks

The Service and its content are protected by intellectual property laws. Users agree not to modify, copy, or exploit the Service or its content without authorization. Users also agree not to engage in data mining or bypass access restrictions implemented by B-Roll.

The B-Roll name and logos are protected trademarks, and nothing in these Terms grants users any rights to use them without explicit permission.

Photography Services

 Photographers assign the intellectual property rights (IP) for the photographs they produce to B-Roll. Once a booking transaction is complete, B-Roll transfers the rights of the purchased photographs to the Subject. If a Subject purchases photographs, the IP transfers to them; if not, B-Roll retains the IP. Subjects grant B-Roll a license to use these photos for marketing purposes, with the right to object to such use.

Photographers may request permission from B-Roll and the Subject to use photographs in their portfolios.

Third-Party Content

B-Roll is not responsible for third-party content, including any errors or omissions. B-Roll reserves the right to remove content that violates its Terms of Service. Users bear the risks of relying on third-party content.

User Content

Users represent that they own all rights to the content they upload to the platform. By uploading content, users grant B-Roll a license to use and distribute it for service operation or marketing purposes.

Ratings and Reviews

Subjects and Photographers may rate each other’s services. B-Roll may aggregate and display these ratings and has the discretion to remove them. Ratings must be accurate and provided after the service is rendered.

Partner Referrals and Subsidies

B-Roll may partner with third parties to offer discounts or subsidies for services. Subjects may share their photos with these partners, granting them a license to use the photographs for commercial purposes. The discount is contingent upon granting this license.

Photo Submission Policy

When submitting photos for editing services, users represent that they own the rights to those photos. B-Roll and its partners have the right to use, edit, and distribute these photos for their business needs.

Copyright Complaints

Respect for Intellectual Property
B-Roll respects intellectual property rights and expects users to do the same. If you believe your copyrighted work has been infringed, please notify B-Roll following the procedure outlined below.

Filing a DMCA Takedown Request
To report a claim of copyright infringement, email B-Roll’s Copyright Agent at [email protected] with the subject line “DMCA Takedown Request” or contact us by mail or facsimile at:

• OD FOTO LLC
• 62 Fairview Avenue, West Orange, NJ 07052
• Your notice must include:

• Your physical or electronic signature.
• A description of the copyrighted work or intellectual property in question.
• A description of where the infringing material is located on the B-Roll platform.
• Your contact information (address, phone number, and email).
• A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law.
• A declaration, made under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

Counter-Notice
If you believe that your content was mistakenly removed due to a misidentification of copyright infringement, you may submit a counter-notice to B-Roll’s Copyright Agent. The counter-notice must include:

• Your physical or electronic signature.
• A description of the content that was removed and its previous location.
• A statement that you believe the content was removed in error.
• Your contact information (name, address, phone number, and email) and a declaration that you consent to the jurisdiction of the federal court in the State of New Jersey.

Upon receiving a counter-notice, B-Roll will notify the original complainant and may restore the removed content after 10 to 14 business days unless the complainant files a court action.

Repeat Infringers
B-Roll reserves the right to terminate the accounts of users who repeatedly infringe on others’ intellectual property, in compliance with the DMCA.

Third-Party Websites
B-Roll may provide links to third-party websites. B-Roll is not responsible for the content, availability, or reliability of these third-party websites and will not be liable for any damages arising from their use.

Social Networking Services
B-Roll allows integration with Social Networking Services (e.g., Facebook, Twitter). By enabling these services, users agree that B-Roll can access certain information as governed by the social networks’ policies. B-Roll disclaims liability for any damages related to the use of these services.

Indemnity and Release
You agree to indemnify B-Roll (and, if you are a Photographer, your Subjects) from any claims, damages, or liabilities arising from your use of the Service. California residents waive Section 1542 of the California Civil Code, which states that unknown claims may not affect a release.

Disclaimer of Warranties
B-Roll provides the Service “as is” and disclaims all warranties. The company does not guarantee that the Service will meet your expectations or that it will be free of errors or interruptions.

Limitation of Liability
B-Roll will not be liable for indirect, incidental, or consequential damages. Total liability will not exceed the amount you have paid to B-Roll in the last six months or $100, whichever is greater. This limitation may not apply in certain jurisdictions, including New Jersey.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

1. Agreement to Arbitrate

You and B-Roll agree that any disputes or claims arising out of or related to the Terms of Service, the Services, or any transactions between us will be resolved exclusively through final and binding arbitration, not in court. However, you may bring individual claims in small claims court if they qualify. This Arbitration Agreement also does not prevent you from raising issues with federal, state, or local agencies. By agreeing to these Terms of Service, both parties waive the right to a trial by jury or participation in a class action. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

1. Prohibition of Class and Representative Actions and Non-Individualized Relief

You and B-Roll agree that any claims must be brought on an individual basis and not as part of a class or representative action. The arbitrator cannot consolidate claims or preside over any form of class or representative proceeding unless both parties agree. If a court finds that this class action waiver is invalid, the class or collective claims must be resolved in civil court, and the class action waiver will not be severable from the Arbitration Agreement.

1. Pre-Arbitration Dispute Resolution

B-Roll encourages resolving disputes amicably. If resolution efforts fail, you must send a written Notice of Dispute via certified mail to B-Roll at:

• OD FOTO LLC
• 62 Fairview Avenue, West Orange, NJ 07052
• The notice must include the nature of the dispute and the specific relief sought. If the claim is not resolved within 60 calendar days, either party may commence arbitration.

1. Arbitration Procedures

Arbitration will be administered by the American Arbitration Association (AAA) under its rules, including the Supplementary Procedures for Consumer-Related Disputes. You can find information about the AAA’s rules and fees at AAA Consumer Arbitration. The arbitrator will follow the Terms of Service as a court would. Arbitration hearings will take place at a mutually convenient location, or be conducted via documents or telephone for claims under $10,000, as determined by the AAA Rules.

1. Costs of Arbitration

Arbitration fees will be governed by the AAA Rules. For claims under $75,000, B-Roll will cover all arbitration fees if requested. If the relief sought exceeds $75,000 and you demonstrate an inability to pay your portion, B-Roll may cover these costs. The arbitrator may adjust arbitration fees to prevent cost-prohibitive arbitration. Attorneys’ fees will be governed by the AAA Rules.

1. Confidentiality

All aspects of the arbitration, including the ruling, decision, or award, will be kept strictly confidential.

1. Severability

If any part of this Arbitration Agreement is found invalid or unenforceable, it will be replaced with a valid and enforceable term that reflects the original intent, except for the class action waiver, which will render the entire Arbitration Agreement null and void if found unenforceable. The rest of the Terms of Service will remain in effect.

Future Changes to Arbitration Agreement

Despite any provisions in these Terms of Service, if B-Roll makes any future changes to the Arbitration Agreement (excluding changes to the Notice Address), you have the right to reject those changes by sending written notice to B-Roll within thirty (30) calendar days of the change. You must send this notice to the Notice Address provided above. By rejecting the change, you agree to resolve any disputes through arbitration as per the original Arbitration Agreement in place when you first accepted these Terms (or any later accepted changes).

Termination

B-Roll reserves the right to suspend or terminate your account and remove content at its discretion for reasons including inactivity or violation of these Terms. Any fraudulent, abusive, or illegal activity may be referred to law enforcement authorities. B-Roll may discontinue providing the Service at any time without notice. If your access is terminated, B-Roll may delete your account and related information without prior notice, and you acknowledge that B-Roll will not be held liable for any termination or loss of access.

User Disputes

You are solely responsible for your interactions with other users of the Service. B-Roll is not liable for any disputes between users but reserves the right to intervene if necessary.

General

These Terms of Service constitute the entire agreement between you and B-Roll, superseding any prior agreements. You may also be subject to additional terms when using third-party services or content. The laws of the State of Delaware govern these Terms without regard to conflict of law provisions. For disputes not subject to arbitration, you and B-Roll agree to the exclusive jurisdiction of state and federal courts in Bergen County, New Jersey.

Failure by B-Roll to enforce any provision of these Terms will not be considered a waiver of that provision. If any part of these Terms is found invalid by a court, the remaining provisions will still apply. Claims related to the Service must be filed within one year, or they are permanently barred. A printed version of this agreement will be admissible in legal proceedings.

You cannot assign these Terms without written consent from B-Roll, though B-Roll can assign or transfer them freely. Section titles in the Terms are for convenience only and have no legal effect. B-Roll may notify you via email or mail, and the Service may display general notices or links to updates.

Your Privacy

B-Roll values your privacy. For more information, please review our Privacy Policy. By using the Service, you consent to the collection and use of personal data as outlined in the policy.

Notice for California Users

Under California Civil Code Section 1789.3, California users are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs can be contacted at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (916) 445-1254 or (800) 952-5210. For other inquiries, you may contact us at:

• OD FOTO LLC

62 Fairview Avenue, West Orange, NJ 07052

973-731-6398

Contact Us

For questions or concerns about these Terms of Service, violations, or the Service, please contact us through the B-Roll Help Center at https:// b-rollapp.com/help.