Independent Contractor Agreement

This Agreement governs the relationship between KeySnapshots and you as an independent contractor using the platform in connection with your own business.

Nothing in this Agreement guarantees that you will receive any minimum amount of business, revenue, customer leads, gallery claims, bookings, upload activity, payout volume, or other opportunities through KeySnapshots.

You are not obligated to accept any particular opportunity, client engagement, workflow, or platform feature, and nothing in this Agreement requires you to perform any minimum level of services through KeySnapshots.

The purpose of this Agreement is to define the legal framework under which you may use KeySnapshots as part of your independently established business while preserving the parties' intent that no employment relationship is created.

If another KeySnapshots policy or product term addresses the same subject matter as this Agreement, the documents should be read together, but this Agreement controls on questions relating to independent contractor status unless applicable law requires a different result.

You represent that you operate an independently established business and that you satisfy all legal requirements necessary to provide your services, including any required business registrations, licenses, permits, releases, or approvals applicable to your work.

You agree that all information you provide to KeySnapshots will be accurate and current, and you will promptly update your information when changes occur.

You are solely responsible for determining how to operate your business, how to market your services, how to price your work, how to communicate with your clients, and how to perform the professional services you offer.

You also represent that you have the authority to enter into this Agreement on behalf of yourself and, if applicable, any business entity through which you operate.

You may not create duplicate or misleading accounts, provide false identity information, or otherwise misrepresent who is operating an account or receiving the benefits of the platform.

If KeySnapshots requests information reasonably necessary to verify your identity, payout setup, tax treatment, business status, or compliance posture, you agree to cooperate and provide accurate information.

KeySnapshots is a technology platform that provides tools for gallery creation, code-based delivery, account onboarding, account administration, communications, customer access flows, and related digital functionality. KeySnapshots is not your employer, manager, booking agent, or supervisor.

Any photography, creative, editing, delivery, customer-service, sales, or fulfillment work that you provide is provided by you on behalf of yourself and your business, not on behalf of KeySnapshots.

You retain sole control over the manner, means, method, timing, scheduling, pricing, staffing, equipment, editing standards, delivery standards, and client relationship decisions associated with the services you provide.

KeySnapshots may make features, products, onboarding flows, gallery tools, payout tools, or customer-facing experiences available from time to time, but you retain discretion as to whether and how you use those features in your business.

Any customer specifications, gallery settings, code restrictions, access controls, pricing inputs, or service parameters reflected in the platform describe the desired result within the software experience and not the means by which you must run your business.

You understand that KeySnapshots may decide which features, tools, pricing structures, or service opportunities to present, and you remain free to use or not use them subject to this Agreement.

Parts of the Services may allow you to upload, submit, publish, transmit, or otherwise provide photographs, text, graphics, logos, metadata, pricing information, public profile information, feedback, and other content.

You retain responsibility for the content you provide and represent that you own it or are authorized to provide it and to grant the rights necessary for KeySnapshots to host, process, store, display, distribute, and otherwise use that content to operate, secure, and improve the Services.

You agree not to provide content that is unlawful, deceptive, infringing, invasive of privacy, abusive, harassing, fraudulent, or otherwise inconsistent with applicable law or KeySnapshots policies.

You are solely responsible for obtaining any permissions, model releases, property releases, licenses, or other consents required for your content and for your use of the platform in connection with that content.

KeySnapshots may remove, disable, refuse to publish, or restrict access to content where KeySnapshots reasonably believes the content violates this Agreement, another policy, the rights of a third party, or applicable law.

To the extent you receive personal information through the Services in connection with your use of KeySnapshots, you may use that information only as necessary to provide your services, operate your account, fulfill client expectations, and otherwise comply with applicable law and your contractual obligations.

You may not sell, misuse, improperly disclose, or retain personal information in a way that violates applicable privacy law, client rights, or KeySnapshots policies.

You agree to protect account credentials, client information, and any sensitive data accessible through the platform and to notify KeySnapshots promptly if you become aware of unauthorized access, misuse, or a security incident.

You may not use personal information obtained through the platform for unrelated marketing, resale, list-building, data-enrichment, or any purpose outside the direct business relationship contemplated by the Services, unless expressly permitted by applicable law and by the individual to whom the information relates.

KeySnapshots may take reasonable measures to monitor, investigate, prevent, or remediate misuse of personal information or account credentials where necessary to comply with law, protect users, or preserve platform integrity.

The parties agree that this Agreement is between two independent business enterprises. This is not an employment agreement and does not create an employment, agency, partnership, franchise, joint venture, or joint-employer relationship.

You understand and agree that you are not an employee of KeySnapshots and that you are performing services for your own clients and your own business, not for KeySnapshots as an employer.

KeySnapshots does not have the right to control, direct, or manage the manner or method by which you perform your professional services. Any platform rules or account requirements are intended to support platform operation, legal compliance, fraud prevention, safety, customer trust, and service quality, not to create an employment relationship.

You are not entitled to wages, overtime, vacation pay, holiday pay, sick leave, unemployment benefits, retirement benefits, health benefits, workers' compensation benefits from KeySnapshots except where applicable law expressly requires otherwise, or any other employment-related compensation or benefit.

Nothing in this Agreement shall be interpreted as requiring you to devote full time to KeySnapshots, to use KeySnapshots exclusively, or to refrain from performing services for competitors, other platforms, agencies, studios, or your own direct clients.

You do not have authority to enter into contracts on behalf of KeySnapshots, make promises on behalf of KeySnapshots, or represent that KeySnapshots has authorized any commitment, pricing, guarantee, or business arrangement unless KeySnapshots has expressly done so in writing.

Unless otherwise stated in writing, any fees, payouts, revenue shares, subscription charges, account charges, transaction charges, or other amounts associated with the Services will be governed by KeySnapshots' then-current pricing, payout, subscription, and product terms.

You are solely responsible for verifying the accuracy of your payout and payment account information and for resolving delays or failures caused by incorrect banking, payment, or tax information you provide.

You are solely responsible for reporting and paying all federal, state, local, and other taxes arising from your business and your use of the Services, including income taxes, self-employment taxes, sales taxes, and similar obligations where applicable.

Unless required by law, KeySnapshots has no authority or obligation to withhold payroll taxes, unemployment taxes, social security contributions, or similar employment-related amounts on your behalf.

If applicable law requires issuance of tax forms, informational statements, or payment summaries, you consent to their electronic delivery to the fullest extent permitted by law, unless you validly withdraw that consent where withdrawal is permitted.

Nothing in this Agreement creates a right to a particular pricing model, payout cadence, service fee arrangement, or revenue share unless expressly stated in a current KeySnapshots pricing or payout term.

If you believe KeySnapshots has failed to remit payment correctly under the applicable pricing or payout terms, you must notify KeySnapshots and provide a reasonable opportunity to review and resolve the dispute before pursuing formal remedies.

If KeySnapshots reasonably believes that fraud, abuse, manipulation, duplicate accounts, prohibited conduct, or other misuse has occurred, KeySnapshots may investigate and may adjust, delay, withhold, reverse, or deny amounts to the extent permitted by applicable law and governing platform terms.

You agree to provide reasonably requested records, screenshots, payment details, transaction identifiers, account details, or other supporting information necessary for KeySnapshots to review a payment dispute in good faith.

You are solely responsible for all equipment, software, devices, internet access, cameras, lighting, editing tools, storage, studio resources, assistants, contractors, and other business inputs necessary to operate your business and use the Services.

You are also solely responsible for all business expenses you incur, including hosting, software, travel, marketing, editing, delivery, communication, device, payment-processing, tax, legal, and other operating expenses, except where KeySnapshots expressly agrees otherwise in writing.

Except as expressly stated in a separate written agreement, KeySnapshots does not reimburse your general business expenses and does not supply the tools or labor necessary to operate your business.

By using KeySnapshots, you agree to receive communications from or on behalf of KeySnapshots relating to account activity, legal terms, security, support, onboarding, payouts, product updates, and other operational or commercial matters.

You are responsible for keeping your contact information current so KeySnapshots can provide notices, disclosures, support messages, and other communications relevant to your account.

To the extent permitted by law, these communications may be delivered by email, in-product notification, dashboard notice, SMS, phone call, or other electronic means associated with your account or your prior interactions with KeySnapshots.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless KeySnapshots, its affiliates, and their respective officers, directors, employees, contractors, representatives, successors, and assigns from claims, losses, liabilities, damages, costs, and expenses arising out of or relating to your business, your services, your client relationships, your content, your violation of law, or your breach of this Agreement.

This includes, to the extent permitted by law, claims relating to your tax obligations, client disputes, content rights, privacy obligations, business operations, and representations you make to others about your services or your relationship with KeySnapshots.

Nothing in this section requires indemnification where such indemnification is prohibited by applicable law.

To the fullest extent permitted by applicable law, you and KeySnapshots agree that disputes arising out of or relating to this Agreement, your classification as an independent contractor, your relationship with KeySnapshots, your use of the Services, any payments, fees, content, communications, deactivation, suspension, or termination, and all related claims under contract, tort, statute, or common law will be resolved through final and binding arbitration on an individual basis unless you validly opt out or applicable law prohibits pre-dispute arbitration of a specific claim.

By agreeing to arbitration, the parties waive the right to litigate covered disputes in court before a judge or jury, except to the limited extent necessary to seek temporary injunctive relief, enforce an arbitration award, or litigate matters that applicable law does not permit to be arbitrated.

Before initiating arbitration, the parties agree to attempt good-faith informal resolution of the dispute by written notice and a reasonable opportunity to confer.

The arbitrator, and not a court, will decide threshold questions of arbitrability, enforceability, applicability, unconscionability, and formation except to the extent applicable law requires otherwise for a specific issue.

If arbitration proceeds, it shall be administered by a reputable arbitration provider designated by KeySnapshots in the applicable dispute notice or then-current legal terms, or another provider selected by mutual agreement, under commercially reasonable rules suitable for individual dispute resolution.

If applicable law gives you the right to opt out of pre-dispute arbitration, KeySnapshots may provide an opt-out process in the applicable legal terms or acceptance flow, and any such opt-out must be exercised strictly in accordance with those instructions to be effective.

To the fullest extent permitted by law, all disputes subject to arbitration or litigation under this Agreement must be pursued on an individual basis only and not as a class, collective, consolidated, coordinated, mass, private attorney general, or representative proceeding.

If a court or arbitrator determines that a specific waiver in this section cannot be enforced for a particular claim or remedy, the remainder of this Agreement shall remain enforceable to the fullest extent permitted by law.

This section is intended to be interpreted broadly in favor of individual dispute resolution, subject always to mandatory law.

KeySnapshots and its licensors own all rights, title, and interest in and to the Services, including software, workflows, interfaces, databases, branding, design, text, and other platform materials, except for content owned by users.

KeySnapshots grants you a limited, non-exclusive, non-transferable, revocable license to use the Services solely in accordance with this Agreement and other applicable platform terms.

You may not copy, reverse engineer, reproduce, redistribute, modify, create derivative works from, or otherwise exploit the Services or related intellectual property except as expressly permitted by law or by written authorization from KeySnapshots.

Suggestions, feedback, feature requests, workflow ideas, or similar submissions you provide to KeySnapshots may be used by KeySnapshots without restriction or obligation unless otherwise expressly agreed in writing.

You may receive access to non-public information relating to KeySnapshots, its software, product plans, operations, account data, business methods, customers, and security practices. You agree to keep that information confidential and not use or disclose it except as needed to use the Services lawfully and in accordance with this Agreement.

These confidentiality obligations survive termination for as long as the information remains non-public and protected by law or by the nature of the information.

You also agree to use reasonable safeguards to prevent unauthorized disclosure, copying, or misuse of confidential platform information.

You may terminate this Agreement at any time by discontinuing use of the Services and closing your account where applicable.

KeySnapshots may suspend, limit, or terminate your access to the Services if you breach this Agreement, violate other platform terms, engage in fraud or abuse, create legal or security risk, or if KeySnapshots otherwise determines that continued access is not appropriate under applicable law or platform policy.

Sections relating to arbitration, class waivers, confidentiality, intellectual property, indemnity, payment obligations, and any other provisions that by their nature should survive termination will survive termination of this Agreement.

Termination of this Agreement does not relieve either party of obligations accrued before termination, including payment obligations, confidentiality obligations, or dispute-resolution obligations.

KeySnapshots may modify this Agreement from time to time. When material changes are made, KeySnapshots will update the last-updated date and may provide additional notice through the Services, by email, or by other reasonable means.

If you continue using the Services after the revised Agreement becomes effective, you agree to the updated terms. If you do not agree, you must stop using the Services.

KeySnapshots may also update linked policies, product terms, and operational rules from time to time, and those updates may become effective upon posting or upon the additional notice KeySnapshots chooses to provide.

This Agreement, together with the Terms of Service, Privacy Policy, Cookie Policy, payout terms, subscription terms, and other applicable product terms, constitutes the entire agreement between you and KeySnapshots regarding the subject matter covered here.

If a provision of this Agreement is not enforced in one instance, that does not waive KeySnapshots' or your right to enforce it later.

KeySnapshots may assign this Agreement to an affiliate, successor, or purchaser of all or substantially all of its business or assets. You may not assign this Agreement without KeySnapshots' prior written consent.

This Agreement supersedes prior understandings between the parties regarding contractor status and use of the Services to the extent those prior understandings conflict with this Agreement.

The Services may integrate with or rely on third-party providers such as payment processors, authentication providers, cloud providers, communication tools, analytics providers, mapping providers, storage vendors, and similar service providers.

Your use of such third-party functionality may also be subject to that provider's terms and policies. KeySnapshots is not responsible for third-party services except as required by applicable law.

If a conflict exists between this Agreement and a third-party service provider's terms, this Agreement governs the relationship between you and KeySnapshots, while the third-party provider's terms govern your relationship with that provider.

You agree that KeySnapshots may provide agreements, notices, disclosures, confirmations, tax information, support communications, legal updates, and other records electronically, including through the platform, email, or other electronic means.

Your electronic acceptance of this Agreement and other platform terms has the same force and effect as a handwritten signature.

You are responsible for maintaining the hardware, software, internet access, and contact information necessary to receive and retain electronic records.

To the extent permitted by law, your continued use of the Services after an electronic disclosure is made available constitutes acknowledgment of that disclosure.

Headings are for convenience only and do not limit the meaning of any provision.

If any provision of this Agreement is determined to be unlawful or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

Except where another governing law rule is required by applicable law or by the arbitration provision, the laws of the state in which the contractor primarily resides or primarily performs services will govern disputes relating to this Agreement.

You agree to notify KeySnapshots promptly if you believe your relationship with KeySnapshots differs in any material respect from the independent contractor structure described in this Agreement.

Any notices required under this Agreement may be delivered electronically unless mandatory law requires a different method.

By clicking "Continue," creating an account, or using KeySnapshots, you acknowledge that you have read and understood this Agreement and that you are entering into it as an independent contractor and not as an employee of KeySnapshots.

If you have questions about this Independent Contractor Agreement, contact KeySnapshots at legal@keysnapshots.com.