This Client Marketplace Agreement (the "Agreement") is a legally binding agreement governing participation in the Ch4pter Marketplace as a Client.
This Agreement supplements the Ch4pter Terms of Service and applies whenever an individual or entity creates or maintains a Client account, submits a Booking Request, enters into a Booking, communicates with a Photographer regarding photography services, makes or authorizes a payment, receives or accesses a Gallery, submits a review, or otherwise participates in the Marketplace as a Client.
By creating a Client account, submitting a Booking Request, entering into a Booking, or otherwise participating in the Marketplace as a Client, the Client acknowledges that the Client has read, understood, and agrees to be bound by this Agreement, the Ch4pter Terms of Service, the Privacy Policy, and all other agreements and policies expressly incorporated by reference.
If the Client does not agree to this Agreement, the Client shall not participate in the Marketplace as a Client.
ARTICLE 1
PURPOSE, SCOPE, AND MARKETPLACE RELATIONSHIP
1.1 Purpose
This Agreement establishes the rights, responsibilities, obligations, and conditions applicable to Clients participating in the Ch4pter Marketplace.
1.2 Scope
This Agreement governs all Client participation in the Marketplace, including:
a. account creation and maintenance; b. Photographer discovery and evaluation; c. Booking Requests; d. communications and Consultations; e. Booking formation; f. Deposits and other payments; g. Booking modifications; h. cancellations, rescheduling, and refunds; i. participation in photography sessions; j. Gallery Preview and approval; k. Final Gallery access and delivery; l. intellectual property and permitted use of photographs; m. reviews and feedback; n. disputes and chargebacks; and o. all other Client conduct occurring through or materially connected to the Marketplace.
1.3 Ch4pter's Role
Ch4pter operates a technology marketplace that facilitates discovery, communication, booking, payment processing, Marketplace administration, and Gallery delivery between independent Clients and independent Photographers.
Ch4pter is not a photography studio, photography agency, talent agency, employer of Photographers, or provider of the photography services offered or performed through the Marketplace.
Except where expressly stated otherwise, Ch4pter does not:
a. employ Photographers; b. control the artistic methods, equipment, editing processes, or creative judgment of Photographers; c. supervise the performance of photography services; d. guarantee Photographer availability; e. guarantee artistic quality or Client satisfaction; f. guarantee completion of photography services; g. guarantee the accuracy of every statement independently made by a Photographer; or h. become a party to the underlying photography services agreement solely by operating or administering the Marketplace.
1.4 Direct Relationship Between Client and Photographer
Upon formation of a Booking, the Client and Photographer enter into a direct contractual relationship for the photography services identified in the Booking.
Each party remains independently responsible for its own obligations, representations, conduct, and performance.
Ch4pter's facilitation, administration, payment processing, recordkeeping, Trust & Safety activity, or enforcement of Marketplace rules shall not, by itself, make Ch4pter the provider of the underlying photography services or create an employment, agency, partnership, joint venture, fiduciary, or similar relationship between Ch4pter and either Participant.
1.5 No Agency Authority
Neither a Client nor Photographer has authority to bind Ch4pter, make representations on behalf of Ch4pter, incur obligations in Ch4pter's name, or represent that Ch4pter has guaranteed the performance of the other Participant.
1.6 Relationship to Other Agreements
This Agreement supplements the Ch4pter Terms of Service.
The Client may also be subject to the Privacy Policy, Community Standards, Refund & Cancellation Policy, Payment Policies, Copyright and DMCA Policy, AI Policy, and other policies expressly incorporated into the applicable contractual framework.
Where this Agreement specifically governs a Client-specific matter and conflicts with a general provision of the Terms of Service, this Agreement shall control solely with respect to that Client-specific matter unless expressly stated otherwise.
ARTICLE 2
ELIGIBILITY, ACCOUNTS, AND AUTHORITY
2.1 Eligibility
A Client must satisfy all eligibility requirements established by the Terms of Service and applicable law.
A person who lacks legal capacity to enter into a binding contract shall not independently form a Booking.
2.2 Accurate Information
The Client shall provide materially accurate, current, and complete information when creating and maintaining an account and when participating in a Booking.
The Client shall promptly correct information that becomes materially inaccurate where such inaccuracy may affect communications, payments, Bookings, safety, performance, or Marketplace administration.
2.3 Account Security
The Client is responsible for maintaining the confidentiality and security of account credentials and for activity conducted through the Client's account, except where applicable law assigns responsibility otherwise.
The Client shall promptly notify Ch4pter of known or suspected unauthorized access, compromise, or misuse.
2.4 Unauthorized Account Use
The Client shall not:
a. impersonate another person; b. create an account using materially false information; c. falsely claim authority to act for another individual or entity; d. use another person's account without authorization; e. knowingly permit another person to use the Client's account in a manner that circumvents eligibility, suspension, restriction, or other Marketplace requirements; or f. create or use multiple accounts to evade enforcement.
2.5 Organizational Clients
A person acting for a business, organization, or other legal entity represents and warrants that the person has authority to bind that entity to the applicable Booking and this Agreement.
2.6 Responsibility for Guests and Participants
Where a Client arranges a Booking involving guests, family members, employees, invitees, or other participants, the Client is responsible for communicating material Booking requirements within the Client's reasonable control.
The Client shall not knowingly encourage or permit conduct by such persons that would violate applicable law, create objectively unsafe conditions, or materially interfere with the Photographer's performance.
ARTICLE 3
PHOTOGRAPHER DISCOVERY, PROFILES, AND CLIENT EVALUATION
3.1 Photographer Profiles
The Platform may display information concerning Photographers, including portfolios, specialties, pricing, availability, experience, turnaround times, reviews, Marketplace designations, geographic service areas, and other profile information.
3.2 Source of Photographer Information
Certain profile information may be supplied directly by Photographers.
Unless expressly verified by Ch4pter, the display of Photographer-supplied information does not constitute a representation or guarantee by Ch4pter concerning its completeness or accuracy.
3.3 Client Evaluation
The Client is responsible for evaluating whether a Photographer appears suitable for the Client's particular needs, preferences, intended use, budget, and desired artistic style.
The Client is encouraged to review available portfolio materials, profile information, pricing, availability, reviews, Booking terms, and other relevant information before submitting a Booking Request.
3.4 No Endorsement or Artistic Guarantee
The presence, visibility, ranking, designation, or availability of a Photographer through the Marketplace does not constitute a guarantee by Ch4pter of artistic compatibility, professional outcome, Client satisfaction, or future performance.
3.5 Search and Ranking
Marketplace search results may consider objectively established criteria, including relevance, availability, location, reliability, Marketplace activity, performance history, Client preferences, Marketplace designations, and other legitimate ranking factors.
No Client is entitled to access every Photographer through every search, and no Photographer is guaranteed any particular search position except as expressly provided by applicable binding terms.
3.6 Availability
Displayed availability facilitates discovery and Booking Requests but does not guarantee acceptance.
Photographers retain the right to accept or decline Booking Requests subject to applicable Marketplace rules and law.
ARTICLE 4
BOOKING REQUESTS
4.1 Submission
A Client may submit a Booking Request through Platform functionality.
A Booking Request is not complete until required information has been successfully submitted.
4.2 Required Information
The Client shall provide information reasonably required to evaluate and facilitate the proposed Booking, which may include:
a. photography category; b. requested date and time; c. requested location; d. anticipated duration; e. number or nature of participants where relevant; f. requested deliverables or scope; g. special circumstances materially affecting performance; and h. other information reasonably required by the Platform or Photographer.
4.3 Accuracy
The Client shall provide materially accurate Booking information.
Minor errors shall not automatically invalidate a Booking Request. A material misrepresentation or omission that reasonably affects the Photographer's decision, pricing, safety, logistics, legal obligations, or ability to perform may result in modification, cancellation, enforcement, or other consequences authorized by applicable terms.
4.4 Good-Faith Requirement
Booking Requests shall be submitted in good faith and with a genuine intention to evaluate or obtain the requested services.
The Client shall not submit:
a. fictitious requests; b. intentionally false requests; c. requests designed primarily to harass or disrupt a Photographer; d. repeated requests intended to improperly reserve or interfere with availability; or e. requests made for fraudulent, deceptive, unlawful, or abusive purposes.
4.5 No Booking Upon Submission
Submission of a Booking Request does not itself form a Booking or obligate the Photographer to accept.
4.6 Withdrawal or Modification Before Formation
Until a Booking is formed, a Client may withdraw or modify the Booking Request through available Platform functionality.
A material modification may require renewed Photographer review or a new Booking Request.
ARTICLE 5
DEPOSITS AND BOOKING FORMATION
5.1 Deposit Requirement
Unless expressly exempted, a paid Booking requires a Deposit in the amount disclosed through the Platform.
5.2 Payment Authorization
The Client shall provide an accepted payment method and authorizes collection of the applicable Deposit and other properly disclosed amounts through Ch4pter's authorized payment processor.
5.3 Conditions of Booking Formation
A Booking is formed only when:
a. the Client submits a valid Booking Request; b. the required Deposit has been successfully processed or otherwise confirmed through authorized Platform functionality; and c. the Photographer affirmatively accepts the Booking Request through the Platform.
Unless all applicable formation requirements are satisfied, no Booking exists.
5.4 Binding Effect
Upon formation, the Booking becomes binding upon the Client and Photographer according to:
a. the confirmed Booking details; b. mutually approved modifications; c. this Agreement; d. the Photographer's applicable Marketplace Agreement; e. the Terms of Service; f. applicable payment, cancellation, and Marketplace policies; and g. applicable law.
5.5 Deposit as Partial Payment
Unless expressly stated otherwise, the Deposit constitutes partial payment toward the Booking Price.
5.6 Failed or Reversed Payments
A failed, expired, declined, reversed, unauthorized, or otherwise incomplete payment does not satisfy the Deposit requirement.
5.7 Booking Record
The Platform may maintain an electronic record of the Booking, including its terms, formation events, acceptance timestamps, payment events, modifications, communications, cancellations, Gallery events, and other relevant activity.
Such records may be used as evidence of Marketplace activity, subject to correction where demonstrated to be materially inaccurate.
ARTICLE 6
COMMUNICATIONS AND CONSULTATIONS
6.1 Platform Communications
Clients should conduct material Booking-related communications through Platform messaging whenever reasonably practical.
6.2 Official Booking Record
Communications occurring through the Platform may form part of the official Booking record and may be considered in connection with:
a. customer support; b. disputes; c. fraud investigations; d. Booking modifications; e. cancellation determinations; f. Trust & Safety matters; and g. Marketplace enforcement.
6.3 Good-Faith Communication
The Client shall communicate honestly and in good faith.
Harassment, threats, unlawful discrimination, coercion, extortion, deception, abuse, or other prohibited conduct is not permitted.
6.4 Consultations
A Photographer may request or conduct a Consultation before accepting a Booking Request.
A Consultation allows the Client and Photographer to discuss the proposed services, expectations, logistics, compatibility, safety considerations, and other relevant matters.
6.5 No Obligation From Consultation Alone
A Consultation alone does not form a Booking and does not obligate either Participant to proceed.
6.6 Attendance and Conduct
The Client shall make reasonable good-faith efforts to attend scheduled Consultations.
Repeated intentional nonattendance, abusive use of Consultation functionality, or materially disruptive conduct may result in Marketplace consequences.
ARTICLE 7
CLIENT RESPONSIBILITIES AND COOPERATION
7.1 General Standard
The Client shall participate honestly, lawfully, reasonably, and in good faith.
7.2 Cooperation
The Client shall provide reasonable cooperation necessary for performance of the agreed services.
Depending upon the Booking, this may include:
a. providing accurate location information; b. providing timely access to locations within the Client's control; c. arriving at the agreed time; d. communicating material changes promptly; e. providing reasonably necessary information; f. complying with lawful and reasonable safety instructions; and g. avoiding material interference with the Photographer's ability to perform.
7.3 Location Access and Permissions
Unless otherwise agreed, the Client is responsible for permissions, approvals, fees, permits, releases, or access requirements within the Client's reasonable control.
Nothing in this Section transfers to the Client an obligation that properly belongs to the Photographer under law, applicable Marketplace terms, or the confirmed Booking.
7.4 Minors
Where a Booking involves minors, the Client represents that the Client has legal authority to arrange the requested services or has obtained necessary authorization from a parent, legal guardian, or other legally authorized person.
7.5 Safe and Lawful Conditions
The Client shall not knowingly require, pressure, or direct a Photographer to perform under unlawful or objectively unsafe conditions.
7.6 Client-Caused Delay
Where the Client arrives late, fails to provide agreed access, is unprepared, or otherwise causes material delay, the Photographer shall not be required to extend the scheduled Booking beyond the confirmed end time unless mutually agreed.
The financial consequences of material Client-caused delay shall be governed by the confirmed Booking terms and applicable policies.
7.7 No Guaranteed Outcome From Non-Cooperation
A Client's failure to provide reasonably necessary cooperation may affect the Photographer's ability to perform or produce expected results.
Ch4pter does not guarantee an outcome impaired by Client non-cooperation, subject to applicable law.
ARTICLE 8
BOOKING MODIFICATIONS AND RESCHEDULING
8.1 Mutual Agreement Required
After Booking formation, a material modification requires agreement of both Client and Photographer unless expressly authorized otherwise by applicable terms.
Neither Participant may unilaterally impose a material change.
8.2 Material Modifications
Material modifications may include changes to:
a. date; b. start time; c. duration; d. location; e. photography category; f. scope; g. deliverables; h. price; or i. other terms materially affecting performance.
8.3 Minor Administrative Changes
Minor logistical or administrative changes that do not materially alter the agreed services may be communicated without forming a new Booking.
8.4 Pricing Adjustments
Where a proposed modification changes the scope, duration, location, deliverables, or other material requirements, the Participants may agree to a corresponding price adjustment through authorized Platform functionality.
8.5 No Agreement
Unless and until a proposed modification is mutually accepted, the original Booking remains effective.
If agreement cannot be reached, either Participant may exercise applicable cancellation rights.
8.6 Rescheduling
A request to change the Booking date or time constitutes a request for modification and does not bind the other Participant unless accepted.
The consequences of rescheduling, including any applicable fees, Deposit treatment, deadlines, or limits, shall be governed by the applicable Refund & Cancellation Policy and confirmed Booking terms.
8.7 Records
Approved modifications may be maintained as part of the official Booking history.
The most recent valid, mutually approved modification controls the affected term.
ARTICLE 9
CANCELLATIONS, NO-SHOWS, AND REFUNDS
9.1 Governing Rules
All cancellations, no-shows, refund eligibility, Deposit treatment, and related consequences shall be governed by this Agreement, the Refund & Cancellation Policy applicable to the Booking, the confirmed Booking terms, and applicable law.
9.2 Disclosure
Before the Client becomes obligated to pay the Deposit, the Platform shall provide reasonable access to the applicable cancellation and refund terms and disclose material financial consequences applicable to cancellation.
9.3 Client Cancellation
A Client may cancel a Booking through available Platform functionality.
The amount, if any, refundable following cancellation shall be determined by:
a. the applicable cancellation schedule; b. the recorded time of cancellation; c. the scheduled Booking time; d. the reason for cancellation where relevant under applicable policy; and e. applicable law.
9.4 No-Show
A Client who fails to appear for a Booking without timely cancellation may be treated as a no-show under the applicable Refund & Cancellation Policy.
A no-show may result in forfeiture of some or all refundable amounts where properly disclosed and legally permitted.
9.5 Photographer Cancellation
If a Photographer cancels an accepted Booking, the Client shall receive the refund required by applicable Marketplace terms and law.
Ch4pter does not guarantee that a replacement Photographer will be available.
9.6 Platform Cancellation
Ch4pter may cancel, restrict, or prevent a Booking where reasonably necessary to:
a. investigate suspected fraud; b. address an objectively supported safety concern; c. comply with applicable law or legal process; d. comply with authorized payment processor requirements; e. address material violations of applicable agreements; or f. protect Marketplace Integrity.
The financial consequences shall be determined under applicable policy, the circumstances, and law.
9.7 Extraordinary Circumstances
The Refund & Cancellation Policy may establish rules addressing severe weather, natural disasters, serious emergencies, governmental restrictions, venue closures, or other circumstances materially preventing performance.
The existence of an inconvenience, preference change, scheduling conflict, or ordinary foreseeable condition shall not automatically constitute an extraordinary circumstance.
9.8 Refund Processing
Where a refund is required, Ch4pter shall initiate the refund through the authorized payment processor as promptly as reasonably practicable.
Actual availability of refunded funds is subject to the processing timelines of the payment processor and the Client's financial institution.
9.9 Applicable Policy Version
The cancellation and refund terms applicable when a Booking is formed shall govern that Booking unless:
a. the Participants mutually agree otherwise through authorized Platform functionality; b. applicable law requires a different result; or c. a subsequent change provides greater rights to the affected Participant without imposing a corresponding material disadvantage.
9.10 No Retroactive Reduction of Contractual Rights
Ch4pter shall not retroactively reduce a refund or cancellation right expressly applicable to an existing Booking except where authorized by the applicable agreement or required by law.
9.11 Abuse
Fraudulent cancellations, fabricated emergencies, repeated bad-faith reservation activity, manipulation of cancellation functionality, or other abusive conduct may result in investigation and proportionate Marketplace enforcement.
An isolated good-faith cancellation shall not ordinarily constitute misconduct.
ARTICLE 10
PRICING, PAYMENTS, FEES, AND FINANCIAL OBLIGATIONS
10.1 Booking Price
The Client shall pay the Booking Price agreed through the Platform, subject to valid modifications, applicable fees, taxes, refunds, credits, and other properly disclosed adjustments.
10.2 Remaining Balance
Where a Remaining Balance is due, the Client shall pay the balance in accordance with the confirmed Booking terms and applicable Platform workflow.
10.3 Authorization
By providing a payment method and initiating a transaction, the Client authorizes the applicable charges disclosed through the Platform, subject to applicable law.
10.4 Marketplace Fees
Ch4pter may charge Marketplace Service Fees or other disclosed charges.
Any mandatory fee payable by the Client shall be disclosed before the Client becomes obligated to pay it.
10.5 Third-Party Payment Processing
Payments may be processed by authorized third-party payment processors.
Clients may be required to comply with reasonable verification, fraud prevention, identity, or payment requirements imposed by such providers.
10.6 Failed Payments
A failed, reversed, declined, expired, disputed, or otherwise incomplete payment may prevent:
a. Booking formation; b. continuation of a payment-dependent workflow; c. Gallery access; d. future Booking activity; or e. other functionality reasonably dependent upon successful payment.
10.7 Outstanding Financial Obligations
A Client remains responsible for legitimate outstanding amounts properly due under a Booking, subject to refunds, credits, disputes, chargeback rights, and applicable law.
10.8 Taxes
Applicable taxes may be collected where required.
The Client remains responsible for taxes or governmental charges legally imposed upon the Client and not collected through the Platform.
10.9 No Off-Platform Circumvention
Where prohibited by applicable Marketplace terms, a Client shall not use the Platform primarily to discover a Photographer and then intentionally circumvent required Platform payment or Booking processes for the purpose of avoiding applicable fees or protections.
Any such restriction shall be reasonable in scope and subject to applicable law.
ARTICLE 11
PHOTOGRAPHY SESSION CONDUCT AND PERFORMANCE
11.1 Scheduled Attendance
The Client shall make reasonable good-faith efforts to attend and be prepared for the Booking at the agreed date, time, and location.
11.2 Photographer Independence
The Client may communicate desired outcomes, preferences, agreed specifications, and logistical requirements.
The Photographer retains independent control over artistic judgment, equipment, methods, workflow, and creative execution except as limited by agreed deliverables, applicable law, or specific Booking terms.
11.3 Respectful Conduct
Clients shall not harass, threaten, assault, intimidate, unlawfully discriminate against, or otherwise abuse Photographers or other Participants.
11.4 Unsafe Conditions
A Photographer may decline to begin, pause, relocate, or discontinue services where objectively unsafe or unlawful conditions exist, subject to applicable Marketplace policies and law.
11.5 Illegal Requests
The Client shall not request or pressure a Photographer to violate law, trespass, disregard lawful venue rules, create unlawful content, or engage in other prohibited conduct.
11.6 Material Interference
The Client shall not intentionally prevent or materially interfere with the Photographer's performance and then misrepresent the resulting outcome as solely Photographer-caused.
11.7 Environmental and External Conditions
Clients acknowledge that photography may be affected by weather, lighting, venue restrictions, crowd conditions, participant behavior, access limitations, and other circumstances outside the reasonable control of Ch4pter or the Photographer.
Responsibility for such circumstances shall be determined under the confirmed Booking terms, applicable policies, and law.
ARTICLE 12
GALLERY PREVIEW, APPROVAL, PAYMENT, AND DELIVERY
12.1 Gallery Preview
A Photographer may provide a Gallery Preview through the Platform before the Client receives access to final downloadable files.
12.2 Purpose
The Gallery Preview permits the Client to verify, as applicable, that:
a. the Gallery corresponds to the correct Booking; b. the images depict the intended event or session; c. no obvious upload or identity error has occurred; and d. the intended deliverables have been presented for the applicable workflow.
12.3 Preview Restrictions
Preview images may contain watermarks, reduced resolution, access controls, download restrictions, or other protective measures.
The Client shall not circumvent such protections.
12.4 No Unauthorized Use
The Client shall not copy, reproduce, publish, distribute, commercially exploit, remove watermarks from, or otherwise use restricted Gallery Preview content except as expressly authorized.
12.5 Approval
Where Client approval is required through Platform functionality, approval confirms completion of the applicable preview-verification step.
Unless expressly stated otherwise, approval does not constitute:
a. transfer of copyright; b. waiver of non-waivable legal rights; c. admission that no objective delivery error occurred; or d. a guarantee by Ch4pter concerning artistic quality.
12.6 Remaining Balance
Where a Remaining Balance is due, Final Gallery access may remain restricted until successful payment is confirmed.
12.7 Final Gallery Release
Upon satisfaction of applicable delivery and payment conditions, the Final Gallery may be released through Platform functionality.
12.8 Delivery Records
Platform records concerning uploads, previews, approvals, payment confirmations, Final Gallery release, downloads, and related events may constitute evidence of the operational history of the Booking, subject to correction where demonstrated to be materially inaccurate.
12.9 Download and Preservation
The Client is responsible for downloading and preserving delivered files within any disclosed Gallery availability period.
12.10 Gallery Retention
Ch4pter does not guarantee indefinite Gallery hosting unless expressly agreed.
Applicable retention periods shall be disclosed through Platform policies or Booking terms where required.
ARTICLE 13
INTELLECTUAL PROPERTY AND CLIENT USE OF PHOTOGRAPHS
13.1 Photographer Copyright
Unless expressly agreed otherwise in writing or required by applicable law, copyright in photographs created by a Photographer remains with the Photographer.
Payment for photography services does not, by itself, transfer copyright ownership.
13.2 Client License
The Client's rights to use delivered photographs are governed by the license applicable to the Booking.
13.3 Personal-Use Bookings
For a personal-use Booking, the Client may receive a non-exclusive license for ordinary personal use of delivered photographs, subject to the applicable Booking terms.
13.4 Commercial Use
A Client shall not use photographs for commercial advertising, paid promotion, product packaging, resale, sublicensing, merchandising, or other commercial exploitation unless such use is expressly authorized by the applicable license or separate written agreement.
13.5 No Implied Copyright Transfer
No transfer of copyright shall be inferred solely from payment, download access, possession of digital files, or physical possession of prints.
13.6 Unauthorized Editing or Attribution
Any restrictions concerning material alteration, attribution, filters, AI modification, or other treatment of delivered photographs shall be governed by the applicable license and Booking terms.
13.7 Preview Protections
The Client shall not:
a. remove watermarks without authorization; b. bypass access controls; c. obtain restricted high-resolution files through unauthorized technical means; d. use screenshots or other methods to evade payment or licensing restrictions; or e. assist another person in such circumvention.
13.8 No Ch4pter Copyright Ownership Solely From Hosting
Ch4pter does not acquire copyright ownership in photographs solely because they are uploaded, stored, displayed, transmitted, processed, or delivered through the Platform.
ARTICLE 14
REVIEWS, FEEDBACK, AND PUBLIC CONTENT
14.1 Genuine Experiences
Clients may submit reviews or feedback based upon genuine Marketplace experiences.
14.2 Honest Opinions
A Client may express an honest negative opinion.
A review shall not be removed solely because it is unfavorable or critical.
14.3 Prohibited Review Content
Clients shall not submit reviews containing:
a. knowingly false material statements of fact; b. fabricated experiences; c. threats or extortion; d. unlawful content; e. impersonation; f. confidential personal information posted unlawfully; or g. content otherwise prohibited by applicable Marketplace policies.
14.4 Review Manipulation
Clients shall not:
a. create fictitious Bookings for review purposes; b. coordinate fraudulent reviews; c. offer or accept compensation for deceptive reviews; d. threaten negative reviews to obtain money or benefits not legitimately owed; or e. manipulate Marketplace ratings through unauthorized means.
14.5 Moderation
Ch4pter may moderate reviews according to objective Marketplace policies.
Disagreement with criticism alone shall not constitute grounds for removal.
ARTICLE 15
DISPUTES, CHARGEBACKS, AND OBJECTIVE RECORDS
15.1 Good-Faith Resolution
Clients and Photographers are encouraged to communicate directly and in good faith regarding disagreements arising from a Booking.
15.2 Ch4pter's Limited Administrative Role
Ch4pter may:
a. facilitate communications; b. review objective Platform records; c. administer applicable Marketplace rules; d. provide customer support; e. address fraud or Trust & Safety concerns; and f. take other actions expressly authorized by applicable terms.
Such activity does not make Ch4pter the provider of photography services.
15.3 Objective Evidence
Relevant evidence may include:
a. Booking records; b. payment records; c. Platform messages; d. Consultation records; e. timestamps; f. approved modifications; g. cancellation records; h. Gallery uploads; i. delivery records; j. download records; and k. other reliable evidence.
15.4 Platform Records
Platform records may be relied upon as evidence of Marketplace activity unless demonstrated to be materially inaccurate.
15.5 Chargebacks and Payment Disputes
The Client shall not initiate a chargeback or payment dispute fraudulently, deceptively, or for the primary purpose of avoiding a legitimate payment obligation.
15.6 Preservation of Legitimate Rights
Nothing prohibits a Client from exercising lawful rights to dispute an unauthorized, fraudulent, duplicate, incorrectly processed, or otherwise legitimately disputable charge.
15.7 Cooperation
A Client initiating or involved in a payment dispute may be required to provide information reasonably necessary to investigate the transaction or respond to the applicable payment processor.
15.8 Consequences of Reversal
A payment reversal, chargeback, or unresolved financial obligation may affect Booking status, Gallery access, account functionality, or future Marketplace participation where permitted by law and applicable terms.
15.9 Fraudulent Disputes
Evidence of intentional chargeback fraud, fabricated claims, falsified evidence, or repeated bad-faith payment disputes may result in proportionate enforcement and recovery efforts permitted by law.
ARTICLE 16
PROHIBITED CONDUCT
16.1 General Rule
Clients shall not use the Marketplace for unlawful, fraudulent, deceptive, abusive, exploitative, or prohibited purposes.
16.2 Prohibited Activities
Clients shall not:
a. submit fraudulent or fictitious Booking Requests; b. impersonate another person; c. intentionally provide materially false information; d. harass, threaten, stalk, exploit, assault, or abuse another person; e. engage in unlawful discrimination; f. defraud or attempt to defraud a Photographer, Ch4pter, another Participant, or payment processor; g. circumvent payment requirements or Gallery protections; h. interfere with Platform security or operations; i. introduce malicious code; j. access systems or information without authorization; k. scrape or systematically extract Platform content except as authorized; l. manipulate reviews, rankings, search results, metrics, or Marketplace systems; m. infringe intellectual property rights; n. misuse another person's personal information; o. evade suspension, restriction, or termination through alternate accounts; p. submit false reports or fabricated evidence; q. misuse chargebacks or payment disputes; r. use the Marketplace to facilitate unlawful conduct; or s. violate other applicable agreements or policies.
16.3 Circumvention
A Client shall not knowingly use technical, contractual, payment, account, or other means to circumvent Marketplace protections or obligations.
16.4 Attempted Violations
An attempted violation may be treated as a violation where objective evidence demonstrates intentional conduct materially directed toward prohibited activity, even if the attempt is unsuccessful.
ARTICLE 17
ACCOUNT RESTRICTIONS, SUSPENSION, AND TERMINATION
17.1 Enforcement Authority
Ch4pter may warn, restrict, suspend, or terminate a Client's access where authorized by applicable agreements, policies, or law.
17.2 Grounds
Grounds may include:
a. fraud; b. material misrepresentation; c. payment abuse; d. repeated bad-faith Booking activity; e. serious or repeated rule violations; f. harassment or safety threats; g. evasion of prior enforcement; h. legal requirements; i. payment processor requirements; or j. conduct materially threatening Marketplace Integrity.
17.3 Objective Evidence
Enforcement should be supported by objective evidence, reliable records, authorized determinations, or other reasonable grounds.
17.4 Proportionality
Where reasonably appropriate, enforcement should be proportionate to the nature, severity, frequency, intent, and impact of the conduct.
17.5 Immediate Action
Progressive enforcement is not required where immediate action is reasonably necessary to:
a. protect safety; b. prevent fraud; c. prevent material harm; d. comply with law; e. comply with authorized payment processor requirements; or f. preserve Marketplace Integrity.
17.6 Existing Bookings
Restriction, suspension, or termination may affect pending or existing Bookings where necessary.
Payments, refunds, Gallery access, and surviving obligations shall be governed by applicable agreements, policies, and law.
17.7 No Erasure of Accrued Obligations
Account closure or termination does not erase legitimate obligations, rights, liabilities, records, licenses, or claims that accrued before termination or that survive by their nature.
ARTICLE 18
DISCLAIMERS AND ALLOCATION OF RESPONSIBILITY
18.1 Independent Photography Services
Photography services are performed by independent Photographers and not by Ch4pter.
18.2 Nature of Photography
The Client acknowledges that photography inherently involves artistic judgment, creative discretion, environmental conditions, technical variables, human interaction, and other circumstances that may affect results.
18.3 No Ch4pter Artistic Guarantee
Ch4pter does not guarantee:
a. artistic quality; b. editing style; c. Client satisfaction; d. creative compatibility; e. any particular aesthetic outcome; f. Photographer performance; or g. any particular number of usable photographs except where expressly established by applicable binding terms.
18.4 No Guarantee of Participant Conduct
Although Ch4pter may establish eligibility requirements, Marketplace rules, enforcement systems, and Trust & Safety procedures, Ch4pter does not guarantee that every Participant will comply with every obligation or behave in any particular manner.
18.5 Platform Availability
The Platform may experience outages, maintenance, technical failures, third-party service disruptions, cyber incidents, or other interruptions.
Applicable warranties and disclaimers concerning Platform operation shall be governed by the Terms of Service and law.
18.6 Third-Party Services
The Platform may rely upon third-party providers for payment processing, communications, hosting, mapping, storage, identity services, and other functionality.
Ch4pter is not responsible for third-party acts or omissions beyond the extent responsibility may lawfully be allocated to Ch4pter.
18.7 Non-Waivable Rights
Nothing in this Agreement excludes, restricts, or waives a right, remedy, warranty, or protection that cannot lawfully be excluded, restricted, or waived.
ARTICLE 19
PRIVACY, DATA, RECORDS, AND COMMUNICATIONS
19.1 Privacy Policy
Personal information shall be collected, used, stored, disclosed, and otherwise processed according to the Privacy Policy and applicable law.
19.2 Platform Records
Ch4pter may maintain records reasonably necessary for:
a. Marketplace operation; b. Booking administration; c. payments; d. Gallery delivery; e. fraud prevention; f. Trust & Safety; g. customer support; h. dispute resolution; i. enforcement; j. legal compliance; and k. other legitimate purposes described in applicable policies.
19.3 Transactional Communications
Clients may receive communications concerning:
a. account activity; b. Booking Requests; c. Bookings; d. Consultations; e. payments; f. cancellations; g. Galleries; h. security; i. policy changes; and j. legal or administrative notices.
19.4 Marketing Communications
Optional marketing communications shall be governed separately and may be subject to opt-out rights under applicable law.
19.5 No Expectation of Absolute System Security
No electronic system can guarantee absolute security.
Nothing in this provision reduces any data-security obligation imposed upon Ch4pter by applicable law.
ARTICLE 20
INCORPORATED AGREEMENTS AND ORDER OF PRECEDENCE
20.1 Integrated Contractual Framework
The Client's participation may be governed by:
a. the Terms of Service; b. this Client Marketplace Agreement; c. the Privacy Policy; d. Community Standards; e. the Refund & Cancellation Policy; f. applicable Payment Policies; g. the Copyright and DMCA Policy; h. the AI Policy; and i. other policies expressly incorporated by reference.
20.2 Client-Specific Matters
Where this Agreement specifically governs a Client-specific matter and conflicts with a general provision of the Terms of Service, this Agreement shall control solely as to that Client-specific matter unless expressly stated otherwise.
20.3 Specialized Policies
Where a specialized policy expressly governs a specific operational matter, that policy shall control as to that matter to the extent expressly provided.
20.4 Booking-Specific Terms
Terms mutually agreed between the Client and Photographer through authorized Platform functionality may supplement this Agreement for an individual Booking.
Such terms shall not override:
a. applicable law; b. mandatory Marketplace protections; c. non-modifiable provisions of the Terms of Service; or d. provisions expressly designated as controlling.
20.5 Applicable Version
The version of an agreement or policy applicable to a particular transaction shall be determined according to its effective date, acceptance records, Booking formation date, amendment provisions, and applicable law.
ARTICLE 21
GENERAL PROVISIONS
21.1 Entire Contractual Framework
This Agreement, together with the Terms of Service, confirmed Booking terms, and applicable incorporated policies, constitutes the contractual framework governing the Client's Marketplace participation.
21.2 Amendments
Ch4pter may amend this Agreement according to the amendment procedures established by the Terms of Service and applicable law.
21.3 No Retroactive Impairment
Except where expressly authorized by the applicable agreement or required by law, a subsequent amendment shall not retroactively impair a material right that became fixed under an existing Booking.
21.4 Severability
If a provision is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain effective to the fullest extent permitted by law.
21.5 No Waiver
Failure to enforce a provision on one occasion does not waive the right to enforce that provision on another occasion.
21.6 Assignment
Assignment rights and restrictions shall be governed by the Terms of Service.
21.7 Electronic Records and Signatures
The Client consents to electronic contracting, electronic records, electronic signatures, and electronic communications to the extent permitted by applicable law.
21.8 Governing Law and Dispute Resolution
Governing law, arbitration, class-action waiver, venue, opt-out procedures where applicable, and other dispute-resolution procedures between the Client and Ch4pter shall be governed by the Terms of Service.
Nothing in this Section determines the law governing an independent dispute solely between Client and Photographer except where otherwise expressly agreed or required by law.
21.9 Survival
Provisions that by their nature should survive termination shall survive, including provisions concerning:
a. accrued financial obligations; b. intellectual property; c. licenses; d. payment disputes; e. electronic records; f. evidence; g. dispute resolution; h. liability allocation; and i. other continuing rights and obligations.
21.10 Headings
Headings are provided for organization and convenience and do not limit the substantive meaning of any provision.
21.11 Interpretation
Words used in the singular include the plural where context requires, and vice versa.
The words "including" and "include" mean "including without limitation" unless expressly stated otherwise.
21.12 Contact
Official contact information for legal notices, support requests, privacy requests, and other communications shall be provided through the Platform or applicable Ch4pter policies.