Terms and Conditions

These Terms and Conditions ("Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and Ultimate Team Posters LLC, a limited liability company organized under the laws of the State of Illinois, USA ("UTP," "we," "us," or "our"), governing your access to and use of the UTP Software platform ("Software"). By creating an account, subscribing, or otherwise using the Software, you accept and agree to be bound by all terms, conditions, policies, and notices contained herein.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE AN ACCOUNT OR USE THE SOFTWARE.

1. Eligibility and Access

1.1 You must be at least eighteen (18) years of age to use the Software. By creating an account, you represent and warrant that you meet this age requirement.

1.2 Use of the Software is limited to individuals or entities engaged in commercial activities related to sports photography, event photography, or related services.

1.3 Users must register an account and provide accurate, complete, and current information during the registration process. You agree to update your information promptly if it changes.

1.4 Authorized user roles include: (i) Administrators, (ii) General Users, and (iii) Photographers, who shall be granted limited access by Administrators or General Users.

1.5 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify UTP immediately of any unauthorized use of your account.

1.6 Users may not represent themselves as agents, employees, affiliates, or representatives of UTP without prior written consent. Users must operate under their own business or personal branding when using the Software.

1.7 Users assume full responsibility for the actions and content submitted by any Photographer accounts they authorize.

2. Subscription and Payment Terms

2.1 Access to the Software is provided solely on a subscription basis. Subscriptions are billed on a recurring monthly or annual cycle, as selected at the time of purchase.

2.2 Payment is required by credit card or another payment method accepted by UTP. By providing payment information, you authorize UTP to charge the applicable subscription fees automatically on each billing cycle.

2.3 All fees are non-refundable except where required by applicable law. In the event of a billing error or duplicate charge, Users must notify UTP within thirty (30) days, and UTP will review and correct verified errors at its discretion.

2.4 Failure to remit payment when due will result in immediate suspension of access to the Software. UTP may terminate your account if payment remains outstanding for more than fifteen (15) days.

2.5 Upon cancellation or termination of a subscription, all associated credits are forfeited and cannot be recovered, transferred, or refunded.

2.6 UTP reserves the right to modify pricing at any time. Price changes for existing subscribers will take effect at the start of the next billing cycle following thirty (30) days' written notice.

2.7 Users are responsible for all applicable taxes, duties, and government-imposed charges related to their use of the Software.

3. All Sales Are Final

3.1 Finality of Transactions. All sales of UTP Software products and services are final. No refunds, returns, exchanges, or cancellations will be permitted once a transaction has been completed, except where required by applicable law.

3.2 Scope of Policy. This policy applies to, but is not limited to:

• Subscription payments for UTP Software
• Acceleration packages and training programs
• Supplies, equipment, or related orders placed through UTP
• Credits, add-ons, or any additional products or services offered by UTP

3.3 Chargebacks. Users remain responsible for all chargebacks, fraudulent transactions, or disputes initiated by their customers. UTP may deduct such amounts from the User's credit balance, suspend the User's account, or pursue collection through other lawful means.

3.4 Acknowledgment. By purchasing any UTP Software product or service, you expressly acknowledge, understand, and agree to this All Sales Are Final policy.

4. Credits and Unlocks

4.1 Credits are a non-monetary digital unit used within the Software for unlocking poster templates, sending manual text messages, and other platform actions as determined by UTP.

4.2 Credits are purchased using real currency and are non-refundable, non-transferable, and cannot be exchanged for cash, withdrawn, or converted to any monetary value.

4.3 Credits do not expire while the User's subscription remains active. All credits are immediately forfeited upon cancellation or termination of the User's subscription.

4.4 If a User's credit balance becomes negative due to chargebacks, adjustments, or other deductions, UTP may suspend access until the deficit is resolved.

4.5 UTP reserves the right to adjust credit balances to correct errors, address abuse, or enforce the terms of this Agreement.

5. Software License and Intellectual Property

5.1 License Grant. UTP grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business purposes, subject to the terms of this Agreement.

5.2 UTP-Provided Templates. Templates provided by UTP may be customized within the Software for use in creating products. UTP retains all intellectual property rights in its templates, designs, and underlying technology.

5.3 User-Created Templates. Templates created by Users within the Software remain the intellectual property of the User. However, by creating templates within the Software, you grant UTP a perpetual, worldwide, royalty-free, non-exclusive license to use, display, modify, and distribute such templates, including in shared template marketplaces, for the purpose of improving and operating the Software.

5.4 Products Created with the Software. Posters, prints, and other products generated using the Software are owned by the User. UTP retains the right to use anonymized or de-identified examples of such products for marketing, demonstration, and promotional purposes.

5.5 User Content. You represent and warrant that you have all necessary rights, licenses, and permissions to upload and use any content (including images, logos, photographs, fonts, and text) within the Software. You shall indemnify and hold UTP harmless against any and all claims arising from unauthorized or unlawful use of such content.

5.6 Uploaded Fonts. The Software permits Users to upload custom font files for use in templates and products. You represent and warrant that you possess valid licenses for any fonts you upload to the Software and that such licenses permit the intended use, including embedding in digital and printed products. UTP does not verify, validate, or monitor the licensing status of any fonts uploaded by Users. UTP is not responsible or liable for any claims, damages, fines, or legal action arising from your use of unlicensed, improperly licensed, or infringing fonts. You shall indemnify and hold UTP harmless from any and all claims related to fonts uploaded through your account, including claims by font foundries, licensors, or other rights holders.

5.7 UTP Intellectual Property. All rights, title, and interest in and to the Software, including all source code, algorithms, designs, trademarks, trade names, logos, documentation, and other intellectual property, are and shall remain the exclusive property of UTP. Nothing in this Agreement conveys any ownership interest in the Software to you.

5.8 Feedback and Suggestions. If you provide UTP with any feedback, suggestions, ideas, feature requests, enhancement proposals, or other recommendations regarding the Software ("Feedback"), you hereby assign to UTP all right, title, and interest in and to such Feedback. UTP shall be free to use, implement, modify, commercialize, and incorporate any Feedback into the Software or any other product or service without restriction, attribution, or compensation to you. You waive any and all moral rights in such Feedback. This assignment applies regardless of whether the Feedback is provided verbally, in writing, through support channels, or through any other means.

5.9 Promotional Use of Vendor Names. By using the Software, you grant UTP the right to identify you and your business by name, logo, and general description in UTP's marketing materials, website, case studies, client lists, and promotional content (e.g., "trusted by" sections, testimonials, and partner showcases). If you wish to opt out of promotional use of your name or likeness, you may do so by submitting a written request to chad@utproducts.com. UTP will remove your information from future promotional materials within thirty (30) days of receiving such request, though UTP is not required to recall or modify previously published materials.

6. Proprietary Information and Confidentiality

6.1 Proprietary Information Defined. "Proprietary Information" means all non-public information relating to the Software, UTP's business, and the services provided hereunder, including but not limited to: (i) the Software's source code, architecture, algorithms, workflows, features, user interface designs, and underlying technology; (ii) UTP's business methods, pricing models, commission structures, fee schedules, revenue-sharing arrangements, and financial terms; (iii) training materials, onboarding content, sales playbooks, marketing strategies, and operational guides provided by UTP; (iv) franchise territory configurations, fee structures, and franchise-related business arrangements; (v) customer lists, vendor lists, partner relationships, and business contacts; and (vi) any other information designated as confidential by UTP or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations of Confidentiality. You agree to: (i) hold all Proprietary Information in strict confidence; (ii) not disclose, publish, or otherwise disseminate Proprietary Information to any third party without UTP's prior written consent; (iii) use Proprietary Information solely for the purpose of exercising your rights and fulfilling your obligations under this Agreement; and (iv) take all reasonable precautions to prevent unauthorized disclosure or use of Proprietary Information, using at least the same degree of care you use to protect your own confidential information, but in no event less than reasonable care.

6.3 Non-Competition and Non-Circumvention. During the term of this Agreement and for a period of twelve (12) months following termination or expiration, you shall not, directly or indirectly: (i) use knowledge, techniques, workflows, or business methods learned through the Software to develop, operate, or assist in the development or operation of any competing software platform or service; (ii) solicit, recruit, or hire any UTP employee, contractor, franchise owner, or vendor for the purpose of developing or operating a competing product or service; or (iii) use Proprietary Information to circumvent, undermine, or compete with UTP's business in any manner. For the avoidance of doubt, this Section does not prohibit you from engaging in sports photography or event photography as a business — it prohibits you from using UTP's Proprietary Information to build or contribute to a competing software platform.

6.4 No Sharing of Platform Knowledge. You shall not share, discuss, or disclose the internal workings, features, pricing, business logic, or operational details of the Software with any competitor of UTP or any person or entity developing or operating a competing product. This includes, without limitation, sharing screenshots, demonstrations, walkthroughs, or descriptions of the Software's functionality with competitors.

6.5 Return of Materials. Upon termination or expiration of this Agreement, or upon UTP's request, you shall promptly return or destroy all copies of Proprietary Information in your possession or control, including any notes, summaries, or derivative materials.

6.6 Exceptions. The obligations in this Section do not apply to information that: (i) is or becomes publicly available through no fault of yours; (ii) was lawfully in your possession before disclosure by UTP, as documented by written records; (iii) is independently developed by you without reference to Proprietary Information; or (iv) is required to be disclosed by law or court order, provided you give UTP prompt written notice and cooperate with UTP's efforts to obtain a protective order.

6.7 Remedies for Breach. You acknowledge that any breach of this Section would cause UTP irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to any other remedies available at law or in equity, UTP shall be entitled to seek injunctive relief, specific performance, and other equitable remedies without the requirement of posting a bond or proving actual damages. Any breach of this Section shall also constitute grounds for immediate termination of this Agreement without refund.

7. Anti-Monopoly and Assignment Restrictions

7.1 Non-Assignment and Change of Control. You shall not assign, transfer, sublicense, or sell any rights or obligations under this Agreement without UTP's prior written consent. A "Change of Control" includes any merger, consolidation, acquisition, or transfer of ownership resulting in a third party obtaining majority control of the User's business.

7.2 Termination Upon Change of Control. UTP may terminate or modify this Agreement if you undergo a Change of Control that, in UTP's reasonable discretion, negatively impacts its business model or independence. You must provide UTP with written notice at least thirty (30) days before any such change.

7.3 License Limitations. No entity, directly or indirectly, may hold or operate more than three (3) active licenses without UTP's prior written consent. UTP may suspend or decline renewal of licenses where aggregation creates anti-competitive conditions or undue influence over UTP's platform or marketplace.

7.4 Right of First Refusal (ROFR). Before selling or transferring any rights under this Agreement, you must notify UTP in writing of the proposed terms. UTP shall have thirty (30) days from receipt of such notice to exercise a right of first refusal on substantially the same terms.

7.5 Platform Independence. Each license is granted individually. No license conveys any ownership, governance, or influence over UTP or its platform. Any attempt to consolidate licenses to gain control over UTP shall constitute a material breach of this Agreement.

7.6 Remedies. UTP may pursue termination, injunctive relief, or damages for any breach of this Section. You acknowledge that violations may cause irreparable harm not adequately compensable by monetary damages alone, and UTP shall be entitled to equitable relief without the requirement of posting a bond.

8. Franchise Territories and Territory Fees

8.1 Franchise Territory Program. UTP operates a Franchise Territory program under which designated franchise owners ("Franchise Owners") are granted exclusive or priority operational rights within defined geographic areas ("Territories"). Territories may be defined by U.S. state, zip code, or such other geographic boundaries as UTP determines in its sole discretion.

8.2 Territory Fees. When a User operates within a Territory held by a Franchise Owner, UTP may automatically assess territory fees against the User's credit balance. Territory fees may include, without limitation: (i) a percentage of credits consumed for player, team, or composition unlocks within the Territory; and (ii) a per-team fee when photographs are uploaded to teams associated with events located within the Territory. The applicable fee rates are set by UTP and displayed within the Software. UTP reserves the right to modify fee rates at any time.

8.3 Automatic Deduction. Territory fees are automatically deducted from the User's credit balance at the time the triggering action occurs (e.g., unlock or photo upload). Users are responsible for maintaining a sufficient credit balance. If a User's credit balance is insufficient to cover territory fees, UTP may suspend the User's access until the deficit is resolved.

8.4 Protected Events and Restricted Venues. Franchise Owners may designate certain events, venues, or locations within their Territory as "Restricted" or subject to a "First Right of Refusal." Users are required to review and comply with all protected event designations before creating events within a Territory. Proceeding with an event at a Restricted venue without authorization from the Franchise Owner or UTP constitutes a material breach of this Agreement.

8.5 Accurate Event Location Reporting. Users must accurately report the geographic location (including state, city, and zip code) of every event created within the Software. Intentionally misrepresenting, falsifying, or omitting an event's location — including but not limited to entering a false address, incorrect zip code, or selecting a location outside the actual venue's geographic area — for the purpose of avoiding territory fees or circumventing franchise protections, constitutes fraud and a material breach of this Agreement.

8.6 Consequences of Location Misrepresentation. If UTP determines, in its sole discretion, that a User has intentionally misrepresented an event's location to avoid territory fees or franchise restrictions:

• Immediate Termination. The User's account and all associated licenses will be terminated immediately and without prior notice;
• No Refunds. All subscription fees, credits, and any other amounts paid to UTP are forfeited. No refunds, credits, or compensation of any kind will be provided;
• Outstanding Fees. The User remains liable for all territory fees that would have been assessed had the event location been accurately reported, plus any additional damages;
• Permanent Ban. The User may be permanently prohibited from creating a new account or accessing the Software in any capacity;
• Legal Action. UTP reserves the right to pursue all available legal remedies, including claims for damages, injunctive relief, and recovery of attorneys' fees and costs.

8.7 Audit Rights. UTP reserves the right to audit event locations, compare reported event addresses against venue databases, and investigate discrepancies. Users agree to cooperate fully with any such audit and to provide supporting documentation (e.g., contracts with venues, event flyers, or photographs) upon request.

8.8 Non-Disclosure of Fee Structure. The specific rates, percentages, and calculations used to determine territory fees are confidential to UTP and the applicable Franchise Owner. Users acknowledge that territory fees are assessed automatically by the Software and agree not to reverse-engineer, circumvent, or interfere with the fee calculation process.

8.9 No Guarantee of Territory Exclusivity. Unless expressly stated in a separate written agreement, participation in the Franchise Territory program does not grant any User exclusive rights to any geographic area. UTP may modify, reassign, or dissolve Territories at any time in its sole discretion.

9. Text Messaging

9.1 The Software supports manual outbound messaging. Inbound replies are not currently supported.

9.2 Messages are sent from a shared UTP-designated telephone number. UTP does not guarantee the availability or deliverability of any specific telephone number.

9.3 One text message part equals 160 characters. Charges apply per part and vary by subscription tier.

9.4 Manual text messages will not send without sufficient credits in the User's account.

9.5 Automated text messages triggered by system events (e.g., gallery notifications) are included with the subscription at no additional credit cost.

9.6 Consent Requirements. You must obtain verifiable, prior express consent from each recipient before sending any message through the Software. You are solely responsible for maintaining records of such consent.

9.7 Legal Compliance. You are solely responsible for ensuring compliance with all applicable laws and regulations governing electronic communications, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any state or local laws. UTP is a technology provider only and is not the "sender" of messages for purposes of such laws.

9.8 Prohibited Content. Messages may not contain profanity, deceptive or misleading content, unauthorized promotions, phishing links, or any content that violates applicable law.

9.9 Message delivery failures may occur due to carrier filtering, invalid numbers, or other factors beyond UTP's control. Credits consumed for failed messages are not refunded.

9.10 Message history is stored for ninety (90) days from the date of transmission.

9.11 UTP reserves the right to monitor, audit, or suspend messaging capabilities for abuse, compliance, or quality assurance purposes.

10. Product Fulfillment and Shipping

10.1 Shipping Responsibility. Users are solely responsible for all shipping orders, including the selection of shipping methods, carrier selection, packaging, and timely dispatch. UTP provides shipping tools and integrations within the Software as a convenience, but the obligation to fulfill and ship orders rests entirely with the User. UTP is not a party to the shipping transaction and assumes no responsibility for the shipment of products to end customers.

10.2 Shipping Costs. Shipping costs charged to end customers are set by the User and collected through the Software. UTP does not set, retain, or control shipping fees. Users are responsible for ensuring shipping charges accurately reflect their actual shipping costs.

10.3 Carrier Liability. UTP is not responsible for delays, damage, loss, theft, or misdelivery caused by shipping carriers or any third-party logistics provider. All claims related to shipping must be directed by the User to the applicable carrier. Users are solely responsible for filing carrier claims, issuing refunds or replacements to their customers, and resolving any shipping disputes.

10.4 Delivery Timeframes. Any delivery timeframes displayed within the Software are estimates only and are not guaranteed by UTP. Users are responsible for setting accurate delivery expectations with their end customers.

10.5 Risk of Loss. Risk of loss for shipped products passes from UTP to the User upon transfer to the shipping carrier. The User bears all risk of loss, damage, or delay from that point forward.

10.6 Customer Complaints. Users are solely responsible for handling all customer complaints, refund requests, and disputes related to shipping, delivery, product quality, or fulfillment timing. UTP shall have no obligation to communicate with or provide remedies to end customers regarding shipping or fulfillment matters.

10.7 UTP Supply Store. UTP operates a supply store ("UTP Supply Store") through which Users may purchase supplies, equipment, packaging materials, and other products related to their photography and fulfillment operations. The UTP Supply Store is available exclusively to authorized Users of the Software. Pricing, availability, and product offerings are determined by UTP in its sole discretion and may change at any time without prior notice.

10.8 Prohibition on Direct Vendor Purchasing. End customers, third parties, and any individuals or entities that are not authorized Users of the Software are strictly prohibited from purchasing products directly from UTP's vendors, suppliers, or fulfillment partners. Users shall not disclose, share, or facilitate access to UTP's vendor relationships, supplier contacts, pricing arrangements, or supply chain information with any third party. Any attempt by a User to bypass UTP by purchasing directly from UTP's vendors or suppliers, or any attempt to facilitate such direct purchasing by end customers or third parties, constitutes a material breach of this Agreement and grounds for immediate termination of the User's account without refund.

10.9 Supply Store Terms. All purchases from the UTP Supply Store are subject to the "All Sales Are Final" policy set forth in Section 3. UTP is not responsible for defects, damage, or issues with third-party products sold through the UTP Supply Store beyond any manufacturer warranty that may apply. Users are responsible for inspecting all supplies upon receipt and reporting any issues within seven (7) days of delivery.

11. Photographing Minors, Model Releases, and COPPA Compliance

11.1 Parental and Guardian Consent. Users acknowledge that the Software is frequently used in connection with youth sports events where participants are minors (under 18 years of age). Users are solely responsible for obtaining all required consents, permissions, and model releases from parents, legal guardians, or authorized representatives before photographing, uploading, processing, or selling images of minors through the Software.

11.2 Model Releases. Users must obtain and maintain written model releases or equivalent permissions for all individuals whose photographs are used in commercial products (including posters, prints, and digital downloads) created through the Software. Users shall retain such releases for a minimum of three (3) years following the last commercial use of the image and shall provide copies to UTP upon request.

11.3 COPPA Compliance. To the extent that any User activity involves the collection of personal information from children under thirteen (13) years of age, the User is solely responsible for compliance with the Children's Online Privacy Protection Act (COPPA) and all applicable state and federal laws governing the collection, use, and disclosure of children's personal information. UTP does not knowingly collect personal information directly from children under 13.

11.4 Event Organizer Authorization. Users are responsible for ensuring they have proper authorization from event organizers, leagues, schools, clubs, and venue operators to photograph participants and sell products at each event. UTP assumes no responsibility for verifying such authorization.

11.5 Opt-Out Requests. If a parent, guardian, or individual requests removal of their or their child's image from the Software, the User must promptly comply with such request and remove all associated content. Users shall notify UTP if removal requires action at the platform level.

11.6 Indemnification. Users shall indemnify and hold UTP harmless from any and all claims, damages, fines, penalties, or liabilities arising from the User's failure to obtain proper consents, model releases, or parental permissions, or from any violation of COPPA or similar laws.

12. Athlete Likeness Rights

12.1 Commercial Use of Likeness. The Software enables Users to create and sell products featuring the names, photographs, jersey numbers, team affiliations, and other identifying characteristics of individual athletes ("Likeness"). Users are solely responsible for ensuring they have the legal right to use each athlete's Likeness for commercial purposes.

12.2 State Right of Publicity Laws. Many jurisdictions have laws governing the commercial use of an individual's name, image, and likeness (commonly referred to as "right of publicity" laws). These laws may apply to both adults and minors. Users are solely responsible for understanding and complying with all applicable right of publicity laws in the jurisdictions where they operate and where their customers are located.

12.3 League and Organization Rules. Certain sports leagues, schools, athletic associations, and governing bodies may have their own rules, policies, or restrictions regarding the commercial use of athlete images and team branding. Users are solely responsible for complying with all such rules and obtaining any required approvals.

12.4 No UTP Liability. UTP provides the Software as a technology platform and does not verify, approve, or assume any responsibility for the User's use of any individual's Likeness. UTP makes no representations regarding the legality of any specific use of athlete Likeness in any jurisdiction.

12.5 Takedown Obligations. If UTP receives a complaint or legal demand regarding the use of an individual's Likeness in products created through the Software, UTP may, at its sole discretion, remove the offending content, suspend the User's account, or take other action it deems appropriate. The User remains liable for all damages, costs, and legal fees arising from such claims.

12.6 Indemnification. Users shall indemnify, defend, and hold UTP harmless from any and all claims, damages, settlements, judgments, fines, and expenses (including attorneys' fees) arising from or related to the User's use of any individual's Likeness through the Software.

13. Vendor-Customer Relationship

13.1 UTP as Technology Provider. UTP provides the Software as a technology platform that enables Users (vendors) to create, market, and sell photography products to end customers. UTP is not a party to, and assumes no responsibility for, any transaction between a User and their end customer.

13.2 No Agency or Partnership. The relationship between a User and their end customers is solely between those parties. UTP does not act as an agent, representative, broker, or intermediary for either the User or the end customer. The User, not UTP, is the seller of record for all products and services offered through the Software.

13.3 Customer Service Obligations. Users are solely responsible for all customer service, support, and communication with their end customers, including but not limited to: order inquiries, delivery updates, product quality concerns, refund requests, complaints, and dispute resolution.

13.4 Customer Refund Policy. Users are solely responsible for establishing and communicating their own refund, return, and cancellation policies to their end customers. UTP's "All Sales Are Final" policy (Section 3) governs the relationship between UTP and the User — it does not apply to the relationship between the User and their end customers, which the User must manage independently.

13.5 Payment Processing. UTP facilitates payment processing through third-party payment processors (e.g., Stripe) as a convenience to Users. UTP collects payments on behalf of Users and credits the User's account accordingly, less applicable fees and fulfillment costs. UTP is not a payment processor and makes no guarantees regarding payment processing availability, speed, or accuracy.

13.6 Customer Data. Users are responsible for the lawful collection, use, storage, and protection of their end customers' personal data in accordance with all applicable privacy laws. UTP processes customer data on behalf of Users solely to provide the Software's functionality. Users shall not use customer data collected through the Software for any purpose unrelated to the specific transaction or their legitimate business relationship with the customer.

13.7 Indemnification. Users shall indemnify and hold UTP harmless from any and all claims, disputes, damages, or liabilities arising from or related to the User's relationship with their end customers, including but not limited to product quality disputes, refund demands, consumer protection claims, and delivery complaints.

14. Sales Tax Compliance

14.1 User Responsibility. Users are solely responsible for determining, collecting, reporting, and remitting all applicable sales taxes, use taxes, value-added taxes, and any other taxes or government-imposed charges on products and services sold to their end customers through the Software ("Transaction Taxes").

14.2 Tax Configuration. The Software provides tools to configure tax rates and tax-exempt transactions. Users are solely responsible for ensuring that tax rates configured within the Software are accurate, current, and compliant with all applicable federal, state, and local tax laws in each jurisdiction where they sell products.

14.3 Marketplace Facilitator Laws. Certain jurisdictions have enacted marketplace facilitator laws that may impose tax collection obligations on technology platforms. To the extent UTP is required by law to collect and remit taxes on behalf of Users, UTP will do so and will notify affected Users. In all other cases, the obligation remains with the User.

14.4 Tax Records. Users are responsible for maintaining accurate records of all transactions and tax collections for the period required by applicable law. The Software provides reporting tools to assist with record-keeping, but Users are solely responsible for the accuracy and completeness of their tax filings.

14.5 No Tax Advice. UTP does not provide tax advice. Users should consult with a qualified tax professional regarding their specific tax obligations. UTP makes no representations regarding the tax implications of any transaction conducted through the Software.

14.6 Indemnification. Users shall indemnify and hold UTP harmless from any and all tax liabilities, penalties, interest, and expenses arising from the User's failure to properly collect, report, or remit Transaction Taxes.

15. Automated Processing, AI Features, and Biometric Data

15.1 AI and Automated Features. The Software may include artificial intelligence, machine learning, and automated processing features, including but not limited to: automated photo sorting, jersey number detection, facial similarity grouping, background removal, image enhancement, and content recommendations ("AI Features"). AI Features are provided to improve workflow efficiency and are not guaranteed to be error-free.

15.2 Biometric and Biometric-Adjacent Data. Certain AI Features may process photographs in ways that extract or analyze biometric-adjacent data, including facial geometry, physical characteristics, or other identifying features. Users acknowledge that such processing occurs and are solely responsible for providing any notices to, or obtaining any consents from, photographed individuals (or their parents/guardians in the case of minors) that may be required by applicable law, including but not limited to the Illinois Biometric Information Privacy Act (BIPA), the Texas Capture or Use of Biometric Identifier Act, the Washington Biometric Identifiers law, and similar state or federal laws.

15.3 No Biometric Data Retention. UTP does not store biometric templates, facial recognition data, or persistent biometric identifiers derived from AI processing. AI Features process images transiently for the purpose of sorting, matching, or enhancement, and do not create permanent biometric profiles of any individual.

15.4 Accuracy Disclaimer. AI Features are provided "as is" and may produce inaccurate results, including incorrect photo sorting, mismatched jersey numbers, or imprecise background removal. Users are responsible for reviewing and verifying all AI-generated results before use in commercial products. UTP shall not be liable for any errors, omissions, or inaccuracies in AI Feature output.

15.5 Consent for Processing. By uploading photographs to the Software, Users represent and warrant that they have obtained all necessary consents for the automated processing of such photographs, including any consents required for AI-based analysis of images containing identifiable individuals or minors.

15.6 Indemnification. Users shall indemnify and hold UTP harmless from any and all claims, fines, penalties, or liabilities arising from the User's failure to obtain required consents for automated or biometric processing of photographs uploaded to the Software.

16. Insurance

16.1 Recommended Coverage. UTP strongly recommends that all Users maintain adequate insurance coverage for their business operations, including but not limited to: general liability insurance, professional liability (errors and omissions) insurance, and commercial property insurance covering equipment used in connection with the Software.

16.2 Event Insurance. Users are solely responsible for obtaining any insurance required by event organizers, venues, leagues, or schools as a condition of photographing at their events. UTP does not provide or arrange insurance coverage for Users.

16.3 No UTP Coverage. UTP's own insurance policies do not extend to Users, their employees, contractors, or business operations. Users operate as independent businesses and are solely responsible for their own risk management and insurance needs.

16.4 Waiver of Claims. To the fullest extent permitted by law, Users waive any and all claims against UTP for losses, damages, or liabilities that would have been covered by insurance that the User failed to obtain or maintain.

17. Prohibited Conduct

17.1 You shall not:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
• Resell, sublicense, redistribute, or provide unauthorized access to the Software;
• Upload or transmit any content that is offensive, illegal, defamatory, obscene, or infringes on the rights of any third party;
• Use the Software for spam, unsolicited communications, or any purpose that violates applicable law;
• Introduce viruses, malware, or any harmful code into the Software;
• Attempt to gain unauthorized access to any part of the Software, other User accounts, or UTP's systems or networks;
• Use automated bots, scrapers, or other automated means to access the Software without UTP's prior written consent;
• Interfere with or disrupt the integrity or performance of the Software;
• Impersonate any person or entity, or falsely claim an affiliation with any person or entity;
• Use the Software in any manner that could damage, disable, overburden, or impair UTP's servers or networks.

17.2 You are solely responsible for your actions and for complying with all applicable laws and regulations while using the Software.

17.3 UTP disclaims all liability for User misuse of the Software, including any resulting violations, fines, penalties, or third-party claims.

17.4 Violations of this Section may result in immediate suspension or termination of your account without prior notice and without refund.

17.5 Content Moderation and Acceptable Use. Given that the Software is primarily used in connection with youth sports and events involving minors, Users must ensure that all content uploaded to or created through the Software — including photographs, poster designs, text, logos, and graphics — is appropriate for all audiences. The following content is strictly prohibited:

• Images or designs containing hate symbols, gang insignia, racist imagery, or any content promoting violence, discrimination, or harassment;
• Sexually suggestive or exploitative content of any kind, particularly involving minors;
• Content depicting or promoting illegal drug use, underage alcohol consumption, or other illegal activity;
• Content that bullies, harasses, intimidates, or demeans any individual, including athletes, coaches, officials, or spectators;
• Altered or manipulated images intended to embarrass, defame, or misrepresent any individual;
• Content that violates any applicable obscenity, decency, or community standards laws.

17.6 Content Review and Removal. UTP reserves the right, but has no obligation, to review, monitor, and remove any content uploaded to or created through the Software that UTP determines, in its sole discretion, violates this Section or is otherwise objectionable. Users are solely responsible for all content associated with their account.

17.7 User-Uploaded Logos, Graphics, and Branding. The Software allows Users to upload custom logos, graphics, branding elements, and other visual content for use in poster designs and products. Users are solely responsible for ensuring that all uploaded logos and graphics: (i) are owned by the User or used with proper authorization from the rights holder; (ii) do not infringe any trademark, copyright, or other intellectual property right of any third party; (iii) do not contain any prohibited content as described in Section 17.5; and (iv) comply with all applicable laws and regulations. UTP does not review, verify, or approve user-uploaded logos or graphics and assumes no responsibility or liability for such content. Any claims, disputes, or legal actions arising from a User's uploaded logos, graphics, or branding — including but not limited to trademark infringement, unauthorized use, or intellectual property disputes — are the sole responsibility of the User. The User shall indemnify and hold UTP harmless from any and all such claims.

17.8 Reporting. Users who become aware of prohibited content on the platform should report it to chad@utproducts.com. UTP will review reports promptly and take appropriate action, which may include content removal and account suspension or termination.

18. Data Privacy and Security

18.1 Data Collection. UTP collects personal information necessary to provide the Software, including but not limited to names, email addresses, phone numbers, business information, uploaded photographs, and payment information. Payment card data is processed by our third-party payment processor and is not stored on UTP's servers.

18.2 Data Ownership. You retain ownership of the personal data you upload to the Software (e.g., customer photos, contact information). UTP owns all aggregated, anonymized, and de-identified data derived from your use of the Software.

18.3 Data Use. UTP may use your data to: (i) provide, maintain, and improve the Software; (ii) communicate with you regarding your account; (iii) comply with legal obligations; and (iv) generate anonymized analytics and insights. UTP will not sell your personal data to third parties.

18.4 Data Rights. You may request access to, correction of, or deletion of your personal data consistent with applicable laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Requests should be submitted to chad@utproducts.com.

18.5 Data Security. UTP implements commercially reasonable administrative, technical, and physical safeguards to protect your data. However, no method of transmission or storage is 100% secure, and UTP cannot guarantee absolute security.

18.6 Cookies and Tracking. The Software may use cookies, pixels, and similar tracking technologies to improve functionality, analyze usage, and personalize your experience. By using the Software, you consent to the use of such technologies.

18.7 Third-Party Processors. UTP may engage third-party service providers to process data on its behalf (e.g., payment processing, cloud hosting, analytics). Such providers are contractually obligated to maintain the confidentiality and security of your data.

18.8 Data Retention. UTP retains your data for as long as your account is active or as needed to provide services, comply with legal obligations, resolve disputes, and enforce agreements.

18.9 Breach Notification. In the event of a data breach affecting your personal information, UTP will notify you and any applicable regulatory authorities as required by law.

18.10 Photo Storage and Gallery Retention. Photographs uploaded to the Software and customer-facing galleries are retained for a period of ninety (90) days from the date of the associated event or upload, whichever is later. After the ninety (90) day retention period, UTP may permanently delete uploaded photographs and deactivate associated gallery links without prior notice. Users are solely responsible for maintaining their own backups of all photographs and content uploaded to the Software. UTP shall have no liability for photographs or gallery content deleted after the retention period. UTP reserves the right to modify the retention period at any time, with thirty (30) days' notice to active Users.

19. DMCA and Copyright Complaints

19.1 UTP respects the intellectual property rights of others. If you believe that content available through the Software infringes your copyright, you may submit a written notice to our designated agent containing:

• A description of the copyrighted work you claim has been infringed;
• A description of the infringing material and its location within the Software;
• Your contact information (name, address, telephone number, and email);
• A statement that you have a good faith belief that the use is not authorized;
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf;
• Your physical or electronic signature.

19.2 DMCA notices should be sent to: chad@utproducts.com

19.3 UTP may remove or disable access to allegedly infringing content and may terminate the accounts of repeat infringers.

20. Support and Service Levels

20.1 Technical support is provided via Slack, email, or such other channels as UTP may designate from time to time.

20.2 UTP aims to respond to support requests within twenty-four (24) hours during business days. This is a goal, not a guarantee.

20.3 UTP does not guarantee uninterrupted access, uptime, or error-free operation of the Software.

20.4 Scheduled maintenance and known outages will be communicated via email or in-app notification when practicable. No credits, refunds, or compensation shall be provided for downtime.

20.5 Communication Platforms. UTP provides communication platforms (including Slack) for User support, collaboration, and announcements. You agree to use such platforms in a professional and respectful manner. UTP reserves the right to remove or restrict any User from communication platforms at its sole discretion for conduct deemed inappropriate or harmful. Removal does not affect your rights or obligations under this Agreement, nor does it relieve UTP of its obligation to provide support through alternative channels.

21. Third-Party Services

21.1 The Software may integrate with or contain links to third-party services, websites, or applications (e.g., payment processors, cloud storage providers, SMS carriers). UTP does not control and is not responsible for the content, privacy policies, or practices of any third-party service.

21.2 Your use of third-party services is governed by the respective third party's terms of service and privacy policy. UTP makes no warranties or representations regarding third-party services.

21.3 UTP shall not be liable for any loss or damage arising from your reliance on or use of any third-party service.

22. Termination and Account Deletion

22.1 Voluntary Cancellation. You may cancel your subscription at any time through your account settings or by contacting support. Cancellation takes effect at the end of the current billing cycle. No refunds are provided for partial billing periods.

22.2 Account Deletion. You may request permanent deletion of your account and all associated data by contacting chad@utproducts.com. Deletion is irreversible, and all data, credits, and content will be permanently removed.

22.3 Inactive Accounts. UTP may suspend or delete accounts that have been inactive for twelve (12) consecutive months, with thirty (30) days' prior notice.

22.4 Termination by UTP. UTP may suspend or terminate your account immediately and without notice for violation of this Agreement, non-payment, suspected fraud, or any conduct that UTP reasonably believes is harmful to UTP, its Users, or third parties.

22.5 Effect of Termination. Upon termination: (i) your license to use the Software immediately ceases; (ii) all credits are forfeited; (iii) UTP may delete your data after a thirty (30) day grace period unless otherwise required by law; and (iv) Sections 3, 4.2, 5, 6, 7, 8, 11, 12, 13, 14, 15, 16, 17, 22.5, 23, 24, 25, 27, 28, 29, and 30 shall survive termination.

22.6 Data Export and Portability. During the thirty (30) day grace period following cancellation or termination, you may request an export of your data by contacting chad@utproducts.com. Exportable data includes order history, customer contact information collected through your account, and event records. UTP will provide the data export in a commonly used, machine-readable format (e.g., CSV) within a reasonable timeframe. After the thirty (30) day grace period, all data may be permanently deleted and UTP shall have no further obligation to provide data exports.

22.7 Exclusions from Export. The following are not eligible for export: (i) UTP-owned templates, designs, or intellectual property; (ii) credits or credit history; (iii) Software configuration settings or proprietary workflow data; (iv) any data that UTP is required by law to retain or that is subject to an active legal hold; and (v) aggregated or anonymized data that does not constitute your personal data.

22.8 Outstanding Obligations. Termination or cancellation does not relieve you of any outstanding payment obligations, fulfillment responsibilities to end customers, or liabilities incurred prior to termination. You remain responsible for completing all pending orders and shipping obligations to your customers.

23. Disclaimer of Warranties

23.1 THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

23.2 UTP DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

23.3 UTP MAKES NO REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SOFTWARE.

23.4 You assume all risk associated with your use of the Software, including any reliance on its functionality, accuracy, or availability.

24. Limitation of Liability

24.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UTP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY.

24.2 UTP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO UTP IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

24.3 The limitations in this Section apply even if UTP has been advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.

24.4 Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, UTP's liability shall be limited to the greatest extent permitted by law.

25. Indemnification

25.1 You agree to indemnify, defend, and hold harmless UTP, its affiliates, officers, directors, employees, agents, and licensors against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Software;
• Your violation of any applicable law, regulation, or third-party right;
• Your breach of any provision of this Agreement;
• Content uploaded, transmitted, or distributed by you or through your account;
• Any dispute between you and your customers or end users;
• Your text messaging practices, including any TCPA or similar claims.

25.2 UTP reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with UTP's defense.

26. Export Control

26.1 You may not use or access the Software in violation of United States export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions administered by the Office of Foreign Assets Control (OFAC).

26.2 You represent and warrant that you are not located in, a national or resident of, or otherwise subject to the jurisdiction of any country subject to U.S. trade restrictions or embargoes.

27. Dispute Resolution and Governing Law

27.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to its conflict of laws principles.

27.2 Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted virtually unless both parties agree otherwise. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

27.3 Class Action Waiver. YOU AND UTP AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST UTP.

27.4 Small Claims Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the court's jurisdictional limits.

27.5 Injunctive Relief. Nothing in this Section shall prevent UTP from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

28. Service Modifications and Beta Features

28.1 UTP may modify, update, suspend, or discontinue any feature, functionality, or aspect of the Software at its sole discretion and without prior notice or liability.

28.2 Beta or trial features may be released for testing purposes. Such features are provided "as is" without warranty and may be modified, limited, or discontinued at any time without notice.

28.3 UTP shall have no liability for any changes to or discontinuation of any feature of the Software.

29. Amendments

29.1 UTP reserves the right to modify or update these Terms at any time. Material changes will be communicated via email or in-app notification at least fifteen (15) days before they take effect.

29.2 Your continued use of the Software after the effective date of any amendment constitutes your acceptance of the revised Terms.

29.3 If you do not agree with any amendment, you must discontinue use of the Software and cancel your subscription before the amendment takes effect.

30. General Provisions

30.1 Entire Agreement. This Agreement, together with any policies or guidelines referenced herein, constitutes the entire agreement between you and UTP with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

30.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

30.3 Waiver. The failure of UTP to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by UTP to be effective.

30.4 Force Majeure (UTP). UTP shall not be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet outages, or third-party service failures.

30.5 Force Majeure (Vendor). If a User is unable to fulfill orders or meet shipping obligations due to causes beyond the User's reasonable control (e.g., natural disaster, equipment failure, medical emergency, or government-imposed restrictions), the User must: (i) notify UTP promptly and provide documentation of the circumstances; (ii) make reasonable efforts to resume fulfillment as soon as practicable; and (iii) communicate directly with affected end customers regarding delays. Force majeure does not relieve the User of the obligation to fulfill outstanding orders — it provides a reasonable extension of time. If a User remains unable to fulfill orders for more than thirty (30) days, UTP may, at its sole discretion, suspend or terminate the User's account, reassign pending orders, or take other action to protect end customers.

30.6 Fulfillment Enforcement. Users are required to fulfill all customer orders placed through the Software in a timely and professional manner. Failure to ship orders, chronic shipping delays, excessive customer complaints regarding unfulfilled orders, or abandonment of fulfillment obligations constitutes a material breach of this Agreement. Upon determining that a User has failed to meet their fulfillment obligations, UTP may, at its sole discretion: (i) issue warnings and require a corrective action plan; (ii) suspend the User's ability to accept new orders; (iii) immediately suspend or terminate the User's account without refund; and (iv) pursue all available legal remedies, including recovery of damages incurred by UTP or end customers as a result of the User's failure to fulfill orders. Users acknowledge that UTP's reputation depends on the reliability of its vendor network and that fulfillment failures harm UTP, its brand, and the broader platform community.

30.7 Notices. All notices required or permitted under this Agreement shall be sent to the email address associated with your account. Notices to UTP shall be sent to chad@utproducts.com. Notices are deemed delivered when sent via email.

30.8 No Agency. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between you and UTP. You are an independent contractor and have no authority to bind UTP in any manner.

30.9 Survival. Any provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to Sections relating to intellectual property, limitation of liability, indemnification, dispute resolution, and any accrued obligations.

30.10 Electronic Consent. By creating an account and checking the "I accept" checkbox, you consent to this Agreement electronically. You agree that your electronic acceptance has the same legal force and effect as a handwritten signature.

30.11 Assignment by UTP. UTP may assign or transfer this Agreement, in whole or in part, without restriction and without notice to you. You may not assign this Agreement without UTP's prior written consent.

30.12 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

31. Contact Information

If you have any questions about these Terms and Conditions, please contact us:

Ultimate Team Posters LLC
Email: chad@utproducts.com
Website: www.utpsoftware.com