Last Updated: July 14, 2026
[DRAFT — FOR ATTORNEY REVIEW ONLY. This document was prepared as a working draft and is not legal advice. Have a licensed attorney in your state review it — in particular the governing-law/venue choices, the arbitration clause, the restrictive covenant in Section 16, and the biometric-consent provisions in Section 8 — before publishing or asking any customer to accept it. Bracketed items require your input.]
This Software License Agreement (the "Agreement") is entered into between House Of Green Media LLC (dba photosnp), a Florida limited liability company ("Photosnp," "we," or "us"), and the person or organization that accepts this Agreement or uses the Platform (the "Licensee," "you"). If you accept on behalf of a company, studio, agency, or other organization, you represent that you are authorized to bind it, and "Licensee" means that organization.
By creating an account, accepting an invitation to an event team, clicking to accept, or using the Platform, you agree to this Agreement. This Agreement incorporates the Photosnp Terms of Use and Privacy Policy; if they conflict with this Agreement, this Agreement controls as to Licensees (whether on paid, trial, or free Plans).
Photosnp is an event-photography delivery platform: photographs are ingested from cameras and mobile devices during a live event, processed automatically (including optional pattern matching), and delivered to event guests through private, QR-accessible web galleries, live photo walls, and related tools, together with audience-engagement features such as sponsor placements, lead capture, and analytics (collectively, with all related software, mobile applications, APIs, dashboards, documentation, and services, the "Platform").
Subject to this Agreement and payment of applicable fees, Photosnp grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the Term (defined in Section 11), to access and use the Platform and Documentation for Licensee's own event-photography business, within the limits of Licensee's Plan.
Serving Licensee's own clients in the ordinary course of Licensee's photography business (for example, delivering galleries for a client's corporate event) is permitted and is not "resale" of the Platform. What is not permitted is reselling, renting, or white-labeling access to the Platform itself as though it were Licensee's software product, except under a written partnership or white-label agreement with us.
Territory. The license covers use for Events in the United States and Canada. Use of the Platform for Events elsewhere requires our prior written approval, which we may condition on additional terms or fees (including international messaging costs).
Plan limits. Feature availability, photo volumes, seats, events, storage, and message quotas are set by your Plan. We may meter usage and enforce limits technically. Exceeding Plan limits may result in overage fees, throttling, or a required upgrade.
Licensee will not, and will not permit any Team Member or third party to:
Licensee is responsible for its account credentials, for all activity under its account, and for its Team Members' compliance with this Agreement. The Platform may enforce a single active sign-in per account; signing in on a new device may end other sessions. Licensee will keep camera-ingest credentials (FTP usernames, passwords, ingest secrets) confidential and rotate them if compromised. Notify us promptly at support@photosnp.com of any suspected unauthorized access.
Yours. Licensee (or its clients, per their own agreements) owns all right, title, and interest in Licensee Content. We claim no ownership of your photographs. Licensee grants Photosnp a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, watermark, resize, analyze, display, and deliver Licensee Content solely to provide and support the Platform, comply with law, and as Licensee otherwise directs. We will not sell Licensee Content or use Guest contact details for our own marketing.
Ours. Photosnp and its licensors own the Platform, the Documentation, and all software, models, algorithms, designs, trademarks, and know-how in them, together with all improvements and derivatives, and all intellectual-property rights therein. We also own aggregated, de-identified operational data (e.g., performance and reliability metrics) that does not identify Licensee, any Guest, or any photograph. All rights not expressly granted are reserved.
Feedback. If Licensee provides suggestions or feedback, we may use them without restriction or obligation.
The Platform includes optional pattern-matching features that derive Biometric Data from event photographs so a Guest can retrieve their own photos. Between the parties, Licensee is the party with the direct relationship with Guests and event hosts, and is solely responsible for:
Photosnp processes Guest Data and Biometric Data only as a service provider / processor on Licensee's instructions as described in the Documentation and our Privacy Policy: we do not sell it, we retain Biometric Data only as long as needed to provide the matching feature for the relevant Event scope (or as Licensee directs), and we delete or de-identify it on verified request or account closure within a commercially reasonable period. The Platform provides consent and opt-out mechanics as tools; their use does not by itself establish legal compliance, which depends on Licensee's jurisdiction, audience, and event context. We do not and cannot verify that Licensee has obtained required consents, and we may suspend pattern-matching features for any Event where we reasonably believe required consent is absent.
Licensee will not use the Platform to capture, store, or distribute content that is unlawful, infringing, defamatory, or sexually exploitative; will not use it to harass, stalk, or surveil any person; and will not use pattern matching for any purpose other than delivering event photographs to the people who appear in them. We may remove content or suspend features reasonably believed to violate this Section or applicable law, with notice where practicable.
Live delivery depends on conditions outside our control: venue internet, cellular coverage, camera hardware and firmware, guest devices, and third-party carriers, messaging providers, and cloud/storage providers. The Platform includes offline-capture and retry workflows to mitigate connectivity loss, but we do not guarantee real-time delivery, message deliverability, or uninterrupted operation, and we are not responsible for failures attributable to third-party networks, services, or equipment.
Support. We provide the Documentation and in-dashboard or email support during 9 AM–12 PM ET, Monday through Friday (excluding U.S. holidays), at no additional charge for active accounts. Plans sold on a concierge basis may include enhanced support as stated in the applicable written order. When reporting a suspected defect, Licensee will reasonably cooperate in diagnosing it, including providing the information we reasonably request (event context, device and network details, logs the Platform makes available) and, where practicable, reasonable time to troubleshoot.
Updates. We may update the Platform continuously. If an update materially reduces the core functionality of your Plan, you may terminate the affected Plan on written notice within thirty (30) days of the change and receive a pro-rata refund of prepaid, unused fees for it. Because the Platform is hosted, Licensee cannot decline security updates. Features identified as beta or experimental are provided "as is," may change or be withdrawn at any time, and are excluded from Section 13's warranty.
Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential — including, for us, the non-public aspects of the Platform, pricing, and roadmap; and, for Licensee, its client lists and unpublished Licensee Content ("Confidential Information"). The receiving party will protect it with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisors who need it and are bound by comparable obligations. Confidential Information does not include information that is or becomes public without breach, was known without restriction, was independently developed, or is rightfully received from a third party. A party may disclose Confidential Information to the extent required by law after (where lawful) notice sufficient to allow the other party to seek protection. Breach of this Section may cause irreparable harm; the injured party may seek injunctive relief in addition to other remedies.
We warrant that during the Term the Platform will perform substantially as described in the Documentation. Licensee's exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to repair the non-conformity; if we cannot do so within thirty (30) days of notice, Licensee may terminate the affected Plan and receive a pro-rata refund of prepaid, unused fees for it. This warranty does not apply to: beta features; misuse or use contrary to the Documentation; failures caused by Licensee's or third parties' equipment, networks, or services; or modifications not made by us.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE PLATFORM AND DOCUMENTATION ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. PHOTOSNP DOES NOT WARRANT THAT PATTERN MATCHING WILL BE ACCURATE OR COMPLETE IN ALL CONDITIONS, THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY THIRD-PARTY HARDWARE, NETWORK, OR SERVICE WILL PERFORM WITHOUT ERROR OR INTERRUPTION.
We will defend Licensee against any third-party claim alleging that the Platform, as provided by us and used as permitted, infringes or misappropriates that third party's patent, copyright, trademark, or trade secret, and we will pay damages finally awarded (or agreed in settlement) and reasonable attorneys' fees for that claim — provided Licensee (a) notifies us promptly in writing, (b) gives us sole control of defense and settlement (we will not settle in a way that imposes obligations on Licensee without consent), and (c) reasonably cooperates at our expense.
If such a claim is made or appears likely, we may, at our option and expense: procure the right for Licensee to continue using the Platform; modify or replace it to be non-infringing without material loss of functionality; or terminate the affected Plan and refund prepaid, unused fees plus the fees paid for the affected feature during the twelve (12) months before the claim. We have no obligation for claims arising from: combination with items not supplied by us; Licensee Content; modifications not made by us; or use in violation of this Agreement. This Section states our entire liability, and Licensee's exclusive remedy, for third-party infringement claims.
Licensee will defend, indemnify, and hold harmless Photosnp, its affiliates, and their officers, directors, employees, and agents from and against third-party claims, proceedings, damages, fines, and costs (including reasonable attorneys' fees) to the extent arising from: (a) Licensee Content; (b) failure to provide notices or obtain consents, releases, or authorizations required under Section 8, including claims under biometric-privacy, publicity, education-records, or children's-privacy laws; (c) use of the Platform in violation of law or this Agreement, including messaging/anti-spam violations; (d) Events, venues, and Licensee's relationships with clients, hosts, Guests, and Team Members; or (e) Licensee's negligence or willful misconduct. We will notify Licensee promptly of any such claim and may participate in the defense with counsel of our choosing at our expense; Licensee will not settle any claim in a way that admits fault of, or imposes obligations on, Photosnp without our written consent.
During the Term and for one (1) year after it ends, Licensee will not use or disclose Photosnp Confidential Information or non-public know-how obtained through its access to the Platform to build, or knowingly assist a third party in building, a product or service that replicates the Platform's automated pattern-matched event-photo delivery. Nothing in this Section prevents Licensee from operating an event-photography business, from using generally available third-party software or services (including competitors' products), or from using skills and general knowledge acquired in the industry. The parties agree that breach of this Section or Section 12 may cause harm that damages alone cannot remedy, entitling the injured party to seek injunctive relief without posting bond, in addition to other remedies. If a court finds this Section overbroad, it shall be enforced to the maximum extent permitted and reformed to the minimum extent necessary.
[Optional, for attorney review: a liquidated-damages figure for breach of this Section. Note that broad customer non-competes are unenforceable in several states and may deter signups; this draft deliberately uses a narrower confidential-information-based covenant instead.]
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE FOR THE PLATFORM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
The limits in (a) and (b) do not apply to: Licensee's payment obligations; either party's indemnification obligations under Sections 14–15; Licensee's breach of Sections 4, 8, or 9; a party's breach of Section 12; or liability that cannot be limited by law (including gross negligence, willful misconduct, or fraud). Licensee is responsible for maintaining independent backups of original camera files; the Platform is a delivery service, not an archival backup service.
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control — including natural disasters, epidemics, war, terrorism, labor disputes, governmental action, power or telecommunications failures, or failures of third-party providers. The affected party will notify the other promptly and resume performance as soon as reasonably practicable. If a force-majeure event continues for more than thirty (30) days, either party may terminate affected Plans on written notice, and we will refund prepaid fees for services not delivered.
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws rules. Any dispute arising out of or relating to this Agreement that the parties cannot resolve informally within thirty (30) days of written notice will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, seated in Broward County, Florida, in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek temporary injunctive relief in court for breaches of Sections 4, 12, or 16, and either party may bring qualifying claims in small-claims court. Each party waives any right to a jury trial and to participate in a class action with respect to disputes under this Agreement, to the extent permitted by law. The prevailing party in any arbitration or permitted court action is entitled to its reasonable attorneys' fees and costs.
Photosnp — House Of Green Media LLC · Coconut Creek, Florida USA · support@photosnp.com