These Terms and Conditions (“Terms”) govern participation in the Giraffe360 Official Photographer Program (“Program”). By joining the Program, you (“Photographer”) agree to these Terms, which supplement and incorporate by reference Giraffe360’s Terms of Service (“ToS”) and any other applicable Giraffe360 policies and notices. Any capitalized terms used in these Terms have the meanings given to them in the ToS.

1. Program’s objectives

The Program is designed for Giraffe360 clients (Photographers) who wish to collaborate with Giraffe360 to stand out in the market and provide a wider range of quality services to end clients. Participation in the Program is entirely voluntary and free of charge for the first 12 months from the date of initial enrollment. Photographers may withdraw from the Program at any time. While Giraffe360 aims for the Program to be mutually beneficial, it makes no guarantees, representations, or warranties regarding any specific outcomes, including but not limited to lead generation, revenue, or business growth.

2. Eligibility

To join the Program, the Photographer must be a Giraffe360 Client based in the US, capture at least five (5) Projects per month using the Giraffe360 Service, and accept these Terms. The Client must be using the Giraffe360 Service as a photographer providing services to real estate agents or other end clients. Existing Clients who subscribed to the Giraffe360 Service before April 29, 2025, may join the Program with a two (2) Project subscription plan.

3. Exclusivity

3.1 Subject to availability and compliance with these Terms, Photographers are eligible to claim up to two (2) ZIP codes per active Camera Subscription for exclusive representation for a period of twelve (12) months.

3.2 Upon approval of exclusivity for the claimed ZIP codes, the Photographer will be designated as the sole Official Giraffe360 Photographer for those areas. This designation means that lead inquiries received directly by Giraffe360 from clients (e.g., real estate agents) within the exclusive ZIP codes will be referred to the designated Official Photographer. Once claimed, ZIP codes are fixed and may be changed no more than two times per year.

3.3 Photographers may add an additional two (2) ZIP codes per Camera Subscription upon adding additional Giraffe360 Camera Subscription.

3.4 If Giraffe360 receives a lead inquiry from a ZIP code not currently assigned to any Photographer, the opportunity may be referred to an Official Photographer operating in a nearby ZIP code at Giraffe360’s discretion.

3.5 Exclusivity under this Program does not prevent other Giraffe360 Clients (e.g., real estate agents or other photographers) from independently using the Giraffe360 Service within the same ZIP codes.

3.6 Exclusive representation rights do not restrict Official Photographers from serving clients located in other ZIP codes.

3.7 Giraffe360 makes no guarantees regarding the volume of leads, inquiries, or revenue that may result from exclusive designation.

4. Joining the Program

4.1 Photographers who have an active Giraffe360 subscription plan that includes a minimum of five (5) Projects per month are eligible to join the Program and claim their preferred ZIP codes directly via the Giraffe360 Dashboard.

4.2 To claim a ZIP code, the Photographer must navigate to the “ZIP Codes” section under “My Account” in the Dashboard and enter the ZIP codes where they wish to claim exclusivity. If the selected ZIP code is available, the Photographer will receive confirmation through the Dashboard that they have been granted exclusive designation for that area.

5. Photographer’s Obligations

5.1 Photographers participating in the Program are encouraged to collaborate closely with Giraffe360 and are expected to:

5.1.1 Actively use the Giraffe360 Service and proactively provide feedback, including identifying areas for improvement;

5.1.2 Test newly released features or platform updates within seven (7) days of availability and submit feedback in the format requested by Giraffe360;

5.1.3 Participate in monthly feedback calls, sharing insights and contributing to the co-development of features that benefit the Photographer’s own business and the broader community;

5.1.4 Positively promote the Giraffe360 brand within professional communities by organically sharing experiences, best practices, and results via forums, events, networks, or digital platforms, with the aim of fostering knowledge exchange and strengthening brand visibility.

Important Note: While Photographers may promote Giraffe360 in the course of their professional activities, they are not authorized representatives, employees, or agents of Giraffe360. Participation in the Program does not create any form of partnership, joint venture, or agency relationship. Giraffe360 assumes no responsibility for the Photographer’s communications, conduct, or service terms.

5.2 Photographers must:

5.2.1 Provide timely and professional support to clients referred by Giraffe360, including promptly contacting the client, communicating service terms, and confirming availability;

5.2.2 Maintain high standards of professionalism, reliability, and customer service in all dealings;

5.2.3 Comply with any applicable Giraffe360 branding, promotion, and marketing guidelines;

5.2.4 Refrain from making unauthorized, misleading, or exaggerated claims about the Giraffe360 platform or its capabilities.

5.3 Photographers must not engage in conduct that could harm Giraffe360’s brand or reputation, including false advertising, deceptive practices, or unauthorized use of intellectual property. Photographers should not present themselves as official representatives, agents, or employees of Giraffe360.

6. Amendments and Termination

6.1 Giraffe360 reserves the right to modify, suspend, or terminate the Program, in whole or in part, at any time, with or without prior notice and without liability to the Photographer.

6.2 Giraffe360 may suspend or terminate a Photographer’s participation in the Program at its sole discretion, including but not limited to the following circumstances:

6.2.1 Failure to comply with these Terms, the Giraffe360 ToS, or any other applicable Giraffe360 policies;

6.2.2 Inability to meet minimum performance requirements (e.g., capturing fewer than five (5) properties per month);

6.2.3 Negative feedback or complaints from referred clients;

6.2.4 Misuse or misrepresentation of the Giraffe360 brand, platform, or intellectual property;

6.2.5 Breach of applicable laws, regulations, or professional standards;

6.2.6 Conduct that may damage Giraffe360’s reputation or harm its relationships with clients;

6.2.7 Failure to actively participate in core Program activities, such as feedback sessions or new feature testing.

6.3 Upon termination, all Program-related benefits and privileges, including any exclusive ZIP code rights, will immediately cease.

6.4 Termination of the Photographer’s participation in the Program or of the Program itself shall not affect the Photographer’s existing subscription to the Giraffe360 Service under the ToS.

6.5 Photographers may withdraw from the Program at any time by providing written notice to customersuccess@giraffe360.com.

7. Confidentiality

7.1 During the Photographer’s participation in the Program, both parties may exchange confidential information, including but not limited to business strategies, proprietary data, product information, client information, technical details, marketing plans, financial information, intellectual property, trade secrets, software, hardware, algorithms, designs, inventions, processes, research and development, operational procedures, and any other information marked or identified as confidential, whether disclosed in writing, orally, electronically, or otherwise (“Confidential Information”).

7.2 The Photographer agrees to maintain the confidentiality of all Confidential Information disclosed by Giraffe360 and shall not disclose, publish, or otherwise disseminate such information to any third party without prior written consent from Giraffe360, except as may be required by law or as necessary for the performance of their duties under this Agreement.

7.3 The Photographer agrees to use the Confidential Information solely for the purpose of providing feedback, participating in collaboration activities, and performing obligations under the Program. The Confidential Information must not be used for any other purpose or for the Photographer’s personal benefit.

7.4 This confidentiality obligation shall remain in effect during the term of the Photographer’s participation in the Program and for a period of five (5) years following the termination of their participation, regardless of the reason for termination.

7.5 The obligations of confidentiality do not apply to information that:

7.5.1 Was publicly available at the time of disclosure or becomes publicly available without breach of this Agreement;

7.5.2 Was already in the Photographer’s possession prior to disclosure, as evidenced by written records;

7.5.3 Was lawfully obtained from a third party without breach of any confidentiality obligation.

7.6 Upon termination of participation in the Program, the Photographer agrees to return or destroy all Confidential Information provided by Giraffe360, upon request.

8. Limitation of Liability

8.1 Participation in the Program is entirely voluntary.

8.2 Giraffe360 makes no representations, warranties, or guarantees regarding any business results, including but not limited to lead volume, revenue generation, or client acquisition arising from participation in the Program.

8.3 To the fullest extent permitted by applicable law, Giraffe360 disclaims all liability for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with participation in the Program.

9. Indemnification

The Photographer agrees to indemnify, defend, and hold harmless Giraffe360, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to participation in the Program, the Photographer’s business operations or interactions with clients, any misuse of Giraffe360’s services, trademarks, or other intellectual property, breach of these Terms or violation of any applicable law or regulation.

10. Governing Law

These Terms shall be governed by and construed in accordance with the same governing law and jurisdiction provisions as set out in Giraffe360’s Terms of Service.