Cloud Services Agreement

Cloud Services Agreement (CSA)

Last update: March 19, 2024

This Cloud Services Agreement (“CSA”) is a legal agreement between you (either an individual or a single entity) and Foto Master ltd. (“Foto Master”) for the cloud-based services (“Cloud Services”) that Foto Master provides. Your use of the Cloud Services constitutes your acceptance of the terms of this CSA.

Cloud Services Description

Foto Master provides a suite of Cloud Services that may include digital content creation, data storage, artificial intelligence tools, customer management features, and other related digital services as may be described in the service documentation and on the Foto Master Cloud website.

Subscription Terms

1. Eligibility: The Cloud Services are available to users who register and maintain a Foto Master account in good standing.
2. Subscription Options: Various subscription plans with different levels of service may be offered, each subject to different terms and fees.
3. Payment Terms: Fees for the Cloud Services are payable in advance, in accordance with the pricing and billing terms presented to you at the time of subscription.
4. Renewal and Cancellation: Subscriptions may automatically renew unless canceled at least one day before the renewal date. You may cancel your subscription through your account settings or by contacting Foto Master support.
5. Auto Renewal: Subscriptions to the Cloud Services are set to automatically renew for the same billing cycle (monthly or yearly) as originally selected, ensuring uninterrupted access to the services. This feature is enabled by default but can be disabled at any time via the billing section on the Cloud Services platform.

User Rights and Responsibilities

1. Permitted Uses: You may use the Cloud Services for your personal or business purposes in accordance with this CSA and any applicable laws.
2. Prohibited Conduct: You are prohibited from misusing the Cloud Services. Misuse includes engaging in illegal activities or introducing “Inappropriate Content” onto the platform. You agree not to perform any unauthorized access to or make unauthorized alterations to the Cloud Services or data.
   “Inappropriate Content” is defined as material that: (a) Violates any applicable law or is otherwise unlawful, harmful, or offensive; (b) Is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or tortious; (c) Contains explicit or graphic descriptions or accounts of sexual acts; (d) Promotes illegal activities or intent, including but not limited to facilitating the piracy of copyrighted works, spreading malware, or phishing; (e) Exhibits bigotry, discrimination, or hatred based on race, age, gender, gender identity, ethnicity, religion, disability, national origin, veteran status, sexual orientation, or any other form of discrimination; or (f) Causes or can be reasonably expected to cause harm to individuals or property.
3. Responsibility for Content: You are solely responsible for the content you generate, upload, or manage via the Cloud Services. You agree to bear full liability for any damages caused to Foto Master or any third party due to content you have uploaded or managed. By accepting these terms, you undertake to indemnify and hold harmless Foto Master and any party acting on its behalf for any losses or damages resulting from such content.
4. Data Ownership: You retain ownership of the content you submit to the Cloud Services, subject to the rights granted to Foto Master to operate and improve the services.

Foto Master’s Obligations

1. Service Availability: Foto Master aims to provide the Cloud Services with minimum disruptions. However, availability is subject to periodic maintenance and factors beyond Foto Master’s control.
2. Data Security and Privacy: Foto Master implements security measures designed to protect your data. Data handling practices are outlined in Foto Master’s Privacy Policy.
3. Responsibility for Content: You are responsible for the content you create, upload, or manage through the Cloud Services.
4. Support and Maintenance: Foto Master provides customer support for the Cloud Services according to the terms of your Support and Upgrades Services listed in the TERMS OF SALE AND SERVICE
5. Modifications to Services: Foto Master reserves the right to modify or discontinue any aspect of the Cloud Services with notice to you.

Fees and Payments

1. Fee Structure: Our fee structure is designed to cater to the diverse needs of our subscribers, encompassing both the subscription fees for accessing the Cloud Services platform and the requirement to maintain a credit balance for the utilization of several services offered.
2. Subscription Fees: Fees for accessing the Cloud Services are determined by the specific plan you select. Each plan is tailored to provide varying levels of service and access to different features, ensuring you can choose the option that best fits your needs.
3. Credit Balance: In addition to subscription fees, users must purchase and maintain a credit balance within their account to use several on-demand services available on the Cloud Services platform. This balance is used to facilitate transactions for services that are not covered by the subscription fee, offering flexibility and control over the use of additional features. The Auto Charge feature ensures that your credit balance is automatically replenished to prevent service interruption, as detailed in the Auto Charge subsection.
4. Auto Charge: To ensure uninterrupted service, especially critical for event operations, an Auto Charge feature is enabled by default. This feature is activated to automatically add funds to your credit balance on file when it drops below $10. These funds are then available for use across various services offered by the Cloud Services platform, ensuring you have the necessary resources for on-demand service usage without interruption. Subscribers will receive a notification before or after the Auto Charge is processed as a courtesy reminder, keeping you informed about your account status and activity. Designed to prevent service disruptions, Auto Charge supports seamless operations by maintaining a sufficient balance. You can manage and disable this feature at any time through the billing section on the Cloud Services platform.
5. Billing and Invoice Procedures: You will receive an invoice for your subscription fee, which is due and payable upon receipt.
6. Taxes and Additional Charges: You are responsible for any taxes or additional charges that may apply to your use of the Cloud Services.
7. Refund Policy: All CSA fees are non-refundable except as expressly stated in the CSA or required by law.

Intellectual Property

1. Ownership of Cloud Services and Content: Foto Master retains all rights, title, and interest in the Cloud Services, including any updates, enhancements, and new features.
2. User-Generated Content: You grant Foto Master a worldwide, non-exclusive license to use, reproduce, distribute, and display the content you create for the purpose of providing the Cloud Services.
3. Third-Party Content and Services: Foto Master may integrate with third-party services. Use of third-party services may be subject to additional terms and privacy policies.

Data Protection

1. Data Collection and Use: Foto Master collects and uses data in accordance with the CSA and Privacy Policy.
2. Data Retention and Deletion: Foto Master retains data for the duration of your subscription and as required by law.
3. User Privacy Rights: Users have rights regarding their data, as detailed in the Privacy Policy.
4. Compliance with Applicable Data Protection Laws: Foto Master complies with applicable data protection laws in providing the Cloud Services.

Third-Party Services

1. Integration with Third-Party Services: The Cloud Services may include integrations with services provided by third parties.
2. Sharing of Data with Third Parties: Foto Master may share data with third-party services as necessary for the provision of the Cloud Services.
3. User Consents: You consent to the sharing of your data with third-party services as part of the Cloud Services.

Termination and Suspension

1. Grounds for Termination or Suspension: Foto Master may terminate or suspend your access to the Cloud Services for breach of the CSA, non-payment, or other significant reasons.
2. Effect of Termination: Upon termination, your right to use the Cloud Services ceases, and Foto Master may delete your data.
3. Data Retrieval and Portability: Upon the termination of your use of the Cloud Services, Foto Master will afford you a reasonable opportunity to retrieve your data. You must submit a request for data retrieval within 14 days from the effective date of termination. Foto Master will assist in the retrieval of your data in a format determined by Foto Master, subject to applicable law and the conditions of this Agreement.

Disclaimer of Warranties

1. Service “As Is”: The Cloud Services are provided “as is” and “as available,” without any warranties of any kind, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
2. No Warranties Beyond Service Description: Foto Master does not guarantee that the Cloud Services will meet your requirements or that the operation of the Cloud Services will be uninterrupted or error-free.

Limitation of Liability

1. Caps on Liability: To the maximum extent permitted by applicable law, Foto Master’s liability under this Agreement shall not exceed the amount you paid for the Cloud Services during the twelve (12) months prior to the event giving rise to liability.
2. Exclusions: In no event will Foto Master be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the Cloud Services.

Indemnification

You agree to indemnify and hold harmless Foto Master, its officers, directors, employees, suppliers, and licensors from any claim, suit, action, or demand, including reasonable attorney’s fees, arising out of your use of the Cloud Services, your violation of this Agreement, or your infringement of any intellectual property or other right of any person or entity.

Amendments to the Agreement

1. Procedure for Changes: Foto Master reserves the right to amend this Agreement at any time by posting a revised version on its website or by providing notice to you.
2. User Notification: You will be notified of any amendments to this Agreement, and continued use of the Cloud Services after such notification will constitute your acceptance of the changes.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Israel. Exclusive venue for all disputes and claims relating to this Agreement shall be in the courts located in Hamerkaz district, Israel. Without derogating from the above, This Agreement shall be governed by and construed in accordance with the laws of Israel. Exclusive venue for all disputes and claims relating to this Agreement shall be in the courts located in Hamerkaz district, Israel. Without derogating from the above, you agree that Foto Master shall have the exclusive right to seek injunctive relief or other equitable relief with respect to any breach of this Agreement in the jurisdiction where you are located or operate business, in addition to any other remedy to which Foto Master is entitled at law or in equity. The application of the United Nations Convention on Contracts for the International Sales of Goods is expressly excluded.

Severability

If any provision of this Agreement, or the application thereof to any person, place, or circumstance, is held to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. Furthermore, any such invalid, unenforceable or void provisions shall be replaced by the parties with a valid and enforceable provision that achieves, to the extent possible, the original objectives and commercial intentions of the invalid, unenforceable or void provision in a legally permissible manner.

Contact Information

For any questions or concerns regarding this Agreement or the Cloud Services, please contact Foto Master at support@fotomaster.com

Acknowledgement and Acceptance

By subscribing to and using the Cloud Services, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.