SaaS Agreement

01 Definitions & Scope of License

In these Terms, the following capitalized terms shall have the meanings assigned below:

• "Platform" refers to all cloud-hosted architectures, API modules, direct synchronization local Windows executables, database instances, and guest smartphones lookup views served via the flipzap.in domain.
• "Photographer/Studio" represents the sole proprietorship, limited liability company, partnership, or legal entity registering an account to synchronize media files, draft customer invoices, and deliver preview galleries.
• "AI Facial Vector" means the one-way hashed, transient digital template representing mathematical landmarks of a facial structure, generated by the Platform's face recognition engine for guest photo search purposes.
• "Watermarked Preview" defines the reduced-resolution digital photograph file overlaid with server-side customized graphics overlays to deter illicit screenshot capture.

License Grant: Subject to strict adherence to these terms, FlipZap grants you a non-exclusive, non-transferable, revocable, limited license to access the Platform and utilize our local sync suites solely for your internal studio business operations. You agree not to lease, sublicense, distribute, or reverse-engineer the underlying algorithms of the Platform.

02 SaaS Subscription Covenants & Billing Mandates

Subscription Billing: Access to specific service limits is determined by your active plan tier. Fees are billed on a recurring monthly or yearly subscription basis via Razorpay. All fees are exclusive of applicable statutory taxes (including 18% GST in India), which shall be calculated and appended at checkout.

Payment Default & Account Suspension: In the event of standard subscription billing failure, a grace period of 7 business days will be provided. If payment remains outstanding, FlipZap reserves the absolute statutory right to instantly suspend all active shoots web access, freeze AI lookup indexing operations, and restrict new photo uploads.

03 Biometric & Privacy Compliance Mandate

The Platform utilizes one-way mathematical landmarking to match uploaded event photos to guest lookup queries. Under global data protection statutes (including GDPR, CCPA, and the Digital Personal Data Protection Act of India), these models constitute biometric data processing.

Studio Warranty of Guest Consent: The Photographer warrants, represents, and covenants that:

• ✓ They have obtained express, written, and informed consent from the contracting clients and event attendees for capturing, uploading, and processing their digital images and biometric vector land-marks.
• ✓ They will provide a clear, public privacy notice at the physical event location (or ticketing portal) informing guests that dynamic AI photo delivery via a selfie search is active.

Biometric Data Deletion: FlipZap acts strictly as a **Data Processor** on behalf of the Photographer (the Data Controller). Biometric vector hashes are transient, stored solely in RAM or encrypted cached instances for real-time comparison. All vector models associated with an event are permanently wiped from standard system cache tables when the photographer deletes the event from the dashboard.

04 CRM Invoicing, Taxes & Payout Commissions

Photographers can leverage integrated CRM tools to directly bill their customers, collect payments for high-res downloads, and automate contract payouts.

Statutory Invoicing Compliance: When utilizing the Platform to generate customer invoices, the Photographer is solely responsible for entering correct tax fields (e.g. GSTIN, SAC code, state jurisdictions). FlipZap acts strictly as a tool compiler and holds zero legal liability for any miscalculations, audit exceptions, or tax reporting defaults committed by the studio.

Commissions and Disputes: Standard checkout transaction fees (gateway fees plus a Platform facilitation percentage) are deducted at source. FlipZap holds no legal relation or contractual liability regarding disputes between the photographer and their customers. Any chargebacks or payment disputes initiated by guests must be settled entirely by the photographer.

05 Intellectual Property & Copyright Ownership

Photographer Copyright Retention: FlipZap asserts zero ownership or intellectual property claims over the RAW or high-resolution photograph files synchronized to the Platform. All copyrights, creative ownership, and commercial usage permissions remain entirely vested with the Photographer.

Platform IP: All code bases, facial vector extraction models, local Windows sync client packages, layout designs, database structures, trademarks, and logos are the exclusive property of FlipZap, Inc.

06 Acceptable Use & Content Moderation

You warrant that you will not upload, sync, transfer, or distribute any media files or CRM documents that:

• ✗ Contain explicit, sexually suggestive, highly violent, or highly offensive imagery.
• ✗ Infringe upon patent, copyright, trademark, trade secret, or other intellectual property claims.
• ✗ Attempt to deploy malicious software scripts, execute server injection exploits, or burden platform infrastructure.

FlipZap maintains a strict zero-tolerance policy. If an audit detects inappropriate uploads, FlipZap reserves the absolute statutory right to instantly delete the offending event database, block the photographer's login, and report relevant breaches to statutory enforcement authorities.

07 Disclaimers, Indemnity & Liability Capping

Warranties Disclaimer: FlipZap is provided strictly on an "as is" and "as available" legal framework. FlipZap disclaims all statutory warranties, express or implied, including warranties of merchantability, uptime reliability, face-recognition matching accuracy, or data safety. Photographers are legally required to maintain local physical backup copies of all raw shoots files.

Indemnification: The Photographer agrees to protect, indemnify, defend, and hold harmless FlipZap, Inc., its directors, partners, and employees from any third-party claims, liabilities, lawsuits, data losses, or attorney fees arising from the photographer's breach of attendee consent, copyright infringement, or statutory tax reporting defaults.

Limitation of Liability: In no event shall FlipZap's aggregate legal liability for all claims arising under this agreement exceed the total subscription fees paid by the Photographer to FlipZap during the **three (3) month period** immediately preceding the event giving rise to the claim.

08 Dispute Resolution, Governing Law & Arbitration

Governing Law: These terms of service, legal agreements, and corporate contracts shall be governed, interpreted, and enforced in accordance with the statutory laws of **India**, without regard to conflict of law principles.

Statutory Arbitration: Any dispute, legal claim, or operational difference arising under this agreement shall be settled through formal binding arbitration in **Ambikapur, Surguja, Chhattisgarh, 497001, India**, in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration panel shall consist of a sole arbitrator appointed mutually. The proceedings shall be conducted in English.

Exclusive Jurisdiction: Subject to arbitration covenants, the corporate courts in **Ambikapur, Surguja, Chhattisgarh, 497001, India** shall hold exclusive statutory jurisdiction over all operational differences or legal claims originating between the parties under this agreement.