Terms and Conditions

Last updated: January 29, 2025

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the https://squareshot.co/ website (the "Service") operated by Sadvent, Inc. ("us", "we", or "our").

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

Communications

By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Purchases

If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

The service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Availability, Errors and Inaccuracies

We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Service may be governed by rules that are separate from these Terms & Conditions. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms and Conditions, the Promotion rules will apply.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.

By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service.

Sadvent, Inc. has the right but not the obligation to monitor and edit all Content provided by users.

In addition, Content found on or through this Service are the property of Sadvent, Inc. or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

Referral Program Policy

Fraud Protection and Store Credit Terms

To ensure fairness and integrity of the referral program, we have established the following policies:

1. Fraud Prevention: Any attempts to abuse or manipulate the referral program will result in disqualification from receiving referral incentives. This includes but is not limited to creating fake accounts, self-referrals, or any other deceptive practices.
   
2. Store Credit Terms:Store credit earned through the referral program is not redeemable for cash.Store credits can only be used towards services and add-ons for future projects.Store credits are non-transferable and must be used by the account holder who earned them.
3. Eligibility:To be eligible for referral incentives, the referred customer must be a new client who completes their first project by paying the invoice.Referrers will receive their $500 store credit only after the referred customer's invoice is paid in full.

By participating in our referral program, you agree to comply with these terms. We reserve the right to modify or terminate the referral program at any time without prior notice.

Membership Plans and Billing

Overview

1. Applicability. The following terms (“Membership Terms”) apply to the membership plans offered by Squareshot, including the Annual Prepaid Plan, 6-Month Prepaid Plan, and our new Annual Plan (Paid Monthly). These Membership Terms supplement and form part of our Terms of Use.
2. B2B Service. Our membership plans are designed for business-to-business (“B2B”) transactions. While we strive to comply with all applicable legal obligations, certain consumer protection statutes may not apply to business transactions.

Billing Terms

1. Annual Prepaid Plan.Billed once per year at the then-current annual rate (e.g., Starter: $480/year; Growth: $2,340/year; Enterprise: $7,500/year).No Auto-Renewal: Your subscription ends automatically at the conclusion of the 12-month period unless you choose to renew.
2. 6-Month Prepaid Plan.Billed once for a 6-month period at the then-current rate (e.g., Starter: $360 for 6 months; Growth: $1,770 for 6 months; Enterprise: $5,250 for 6 months).No Auto-Renewal: Your subscription ends automatically after 6 months unless you choose to renew.
3. Annual Plan (Paid Monthly).Billed on a monthly basis at the then-current monthly rate (e.g., Starter: $45/month; Growth: $225/month; Enterprise: $675/month).Annual Commitment: By selecting this plan, you agree to maintain your subscription for the full 12-month term.
4. Payment Methods.You must provide a valid payment method (e.g., credit card) at the time of purchase.All payments are due in U.S. Dollars (USD), unless otherwise specified.
5. Late or Failed Payments.If your payment is late or fails (e.g., declined credit card), we may immediately suspend or terminate access to your services until the issue is resolved.You are responsible for keeping your payment information current and valid.

Cancellation and Early Termination

1. Annual Prepaid PlanCancellation: You may cancel at any time.Refunds: If you request a refund, it will be processed in accordance with our Refund Policy, which deducts any discounts you received on services already utilized under your membership. Any remaining balance will be refunded to you.Service Continuation: Your plan remains active until the end of the prepaid 12-month term unless you choose to end service sooner.
2. 6-Month Prepaid PlanCancellation: You may cancel at any time.Refunds: If you request a refund, it will be processed in accordance with our Refund Policy. This policy deducts any discounts you received on services already utilized under your membership. You will be refunded any remaining balance.Service Continuation: Your plan remains active until the end of the prepaid 6-month term unless you choose to end service sooner.
3. Annual Plan (Paid Monthly)Early Cancellation: If you cancel before the 12-month term is complete, you will be charged a cancellation fee equal to 50% of the remaining contract value. For example, if you cancel after 6 months, you owe 50% of the monthly fees for the remaining 6 months.Notice of Cancellation: To cancel your Annual Plan (Paid Monthly), you must do so through the Client Portal in your Squareshot account. Once you submit your cancellation request, your membership will end at the conclusion of the current billing period. We will then promptly issue an invoice with a cancellation fee under the Early Termination terms. No additional refunds apply to the monthly fees already paid unless otherwise required by law or specified in our Refund Policy.Unpaid Cancellation Fee: If the cancellation fee remains unpaid after its due date, the outstanding amount will be added to your account balance, which will be visible in your Client Portal. This balance must be paid in full before purchasing or utilizing any additional services.

Refund and Proration Policies

We provide refunds for Membership plans, excluding the amount that Squareshot provided as a discount for all services utilized by the client within the Membership plan.

Example: The client purchased a Starter Membership Plan for $500 and ordered 30 flat-lay apparel images. The total invoice for the order is $1,350 ($50 * 30 - 10% discount). The client is dissatisfied with the delivered images and has requested a membership refund. The refund amount is calculated as follows: Membership price - Discount within the membership = Refund amount. $500 - $150 (10% discount for 30 images, $5 * 30) = $350. The total refund for this case will be $350.

We recommend purchasing a Membership Plan after you have tested our services. This way, you can ensure that you like the service and it meets your expectations.

Disclaimer of Liability

1. Limitation on Liability.Except as otherwise provided in our Terms of Use or required by law, Squareshot shall not be liable for any indirect, incidental, special, or consequential damages arising from or related to your membership plan, cancellation, or early termination fees.Our total liability for direct damages is limited to the fees you have paid us in the 3-month period preceding the event giving rise to the claim.
2. Force Majeure.We are not responsible for performance delays or failures resulting from acts beyond our reasonable control, such as natural disasters, power outages, or internet disturbances.
3. Entire Agreement.These Membership Terms and our overall Terms of Use constitute the entire agreement between you and Squareshot regarding membership plans, superseding any prior or contemporaneous agreements, communications, or proposals.

Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights ("Infringement") of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to [email protected], with the subject line: "Copyright Infringement" and include in your claim a detailed description of the alleged Infringement as detailed below, under "DMCA Notice and Procedure for Copyright Infringement Claims"

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.

DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
• a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
• identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our Copyright Agent via email at [email protected]

Intellectual Property

The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Sadvent, Inc. and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Sadvent, Inc..

Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Sadvent, Inc.

Sadvent, Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Sadvent, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless Sadvent, Inc. and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.

Limitation Of Liability

In no event shall Sadvent, Inc., nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Sadvent, Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law

These Terms shall be governed and construed in accordance with the laws of New York, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 15 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us.