Photofolio Website User Agreement
1. TERMS AND CONDITIONS
1.1 The Words or terms that begin with a capital letter have the meanings set out in the Definitions section. The singular shall include the plural and the masculine shall include the feminine and neuter. The headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of the Agreement.
1.2 The use of the Web Site is subject to the terms and conditions as set out herein which shall, upon use of the Web Site by the User (if not a User then see 1.3), form a binding agreement [‘Agreement’] between the User and the Company.
1.3 Browsing of the Web Site by a Third Party is only permitted on the basis of research, interest or complaint. The Company does not offer any services to Third Parties.
2. DESCRIPTION OF SERVICES & Terms (Seller)
2.1 The Company offers the Seller the ability to upload and display their Images on the Web Site for the purpose of selling such Images to the Purchaser subject to the Seller opening an Account and where applicable, paying a Subscription Fee as set out in the relevant section of the Web Site.
2.2 The Seller warrants that the Images belong to the Seller and that the Seller holds the copyright and has full rights and permission to use the Images and specifically has all the necessary rights and permissions to upload to the Web Site for the purpose of display and sale of the Images.
2.3 The Seller agrees to indemnify the Company from any claim howsoever arising from the Seller’s use of the Web Site in regard the upload, display or sale of their Images and in particular for any substantiated claim relating to copyright infringement. The Seller further agrees that in such circumstance the Company shall have the right, without prior notice to or without prior permission from the Seller, to disclose the Sellers contact details to the relevant parties. The Seller accepts that this clause 2.3 shall survive the expiry/termination of this Agreement.
2.4 The Seller agrees for the Company to take payment (Commission) from the Purchaser and by way of direct deduction, of an amount equal to the advertised Commission Rate of the purchase price of each Image sale before passing the remainder on to the Seller’s Account for payment to the Seller. The Seller accepts that the Company relies on other external parties to process payment and whilst on most occasions such payment will be immediate, the Company cannot assert any guarantees. The Seller further accepts that payment will only be made to the Seller once the Company has received cleared funds from the Purchaser and has deducted Commission. Should payment, in part or whole, at a later date be recalled then the Company shall reserve the right to debit the Seller’s Account with the same amount recalled less the appropriate Commission.
2.5 The Seller accepts that the Company may increase the rate of Commission at any time subject to posting the increase on the Web Site 30 days in advance of such increase. The Seller also accepts that the Company may increase the advertised Subscription Fee of which such increase shall not take effect until renewal of the Seller’s Subscription.
2.6 The Seller agrees not to intentionally upload Images that are of a nature which may cause widespread offence, civil unrest or break the law of the country where the Seller is resident or from where the Seller is uploading the Images or to where the Seller is intending to sell such Images. The Company shall at all times reserve the right, without notice to the Seller, to remove Images it considers to be in contravention of the aforementioned or which, in the Company’s sole opinion, are inappropriate.
2.7 The Seller accepts that the Company may, without notice or reason, suspend the Sellers Account and/or remove Images. If a suspension continues past 6 days then the Company will reimburse the Seller a proportionate amount of the Subscription Fee in accordance with the unused term of the Subscription, less any due Commissions.
2.8 The Seller may cancel their Subscription at any time by giving 7 days written notice to the Company of their desire to do so and sent by way of email to: email@example.com . The Company will endeavour to respond within 24 hours and will reimburse the Seller a proportionate amount of the Subscription Fee in accordance with the unused term of the Subscription, less any due Commissions.
3. DESCRIPTION OF SERVICES & Terms (Purchaser)
3.1 The Company offers the Purchaser the ability to browse the Web Site for the purpose of buying an Image from the Seller.
3.2 The Purchaser accepts that the Company provides the Web Site (and services therein offered and described) in good faith and cannot/does not warrant the ownership/copyright of the Images to be that of the Seller.
3.3 The Purchaser accepts and agrees that, in any event, the total liability upon the Company, should such liability be accepted by the Company, for any proven infringement of copyright shall be limited to the value of the relevant purchase.
4.1 Subject to clause 2.3 and any applicable law, as set out in the Laws of England relevant to disclosure of information, the Company agrees to keep confidential and not to disclose the details, in part or whole, of any User of the Web Site.
5.1 Complaints must be made in writing and sent by email to: firstname.lastname@example.org. The Company will endeavour to respond to complaints within 24 hours of receipt.
6. GENERAL TERMS OF AGREEMENT
6.1 The Company does not warrant the accuracy of any content or material accompanying the Images on the Web Site nor does it warrant that the same is fit for any specific purpose.
6.2 This Agreement constitutes the entire Agreement between the parties relating to the subject matter contained herein and no statements or representations made by either party or on its behalf and not included or referred to herein shall add to or vary the Agreement or be capable of being relied upon.
6.3 If any provision hereof is held to be illegal, invalid or unenforceable for any reason, this shall not affect the validity or enforceability of any other provision of this Agreement or this Agreement as a whole which shall continue to be of full force and effect.
6.4 This Agreement shall be governed by the Laws of England and the parties hereto agree to submit to the exclusive jurisdiction of the English Law Courts.
‘Account’ means the Seller’s contact and payment details.
‘Agreement’ means the terms & conditions as set out in this document.
‘Commission’ means the amount to be paid by the Seller to the Company upon sale of each Image.
‘Commission Rate’ means the rate of Commission (as a percentage), as listed on the relevant section of the Web Site, that is to be applied in the calculation of the Commission.
‘Company’ Photofolio Ltd whose contact and address details are listed on the ‘Contacts Page’ of the Web Site.
‘Images’ means the photographs, uploaded by the Seller to the Web site.
‘Purchaser’ means the individual, group or company who seek just to browse and/or buy an Image from the Seller.
‘Seller’ means the individual, group or company who has their Images uploaded to and stored on the Web Site for the purpose of offering them for sale to the Purchaser.
‘Subscription’ means the Seller’s commitment to use the services as made available to the Seller, by the Company and as described in this Agreement and the relevant sections of the Web Site.
‘Subscription Fee’ means the fee paid by the Seller to the Company for use of the services as so described in this Agreement and the relevant sections of the Web Site.
‘Third Party’ means any individual, group or company that is not either a Seller or a Purchaser.
‘User’ means the Seller and/or the Purchaser (as relevant).
‘Web Site’ means www.photofolio.co.uk