Seller Agreement

tookapic's standard seller agreement

This Agreement governs the terms by which Seller may sell his stock photographic uploaded on Tookapic.com (the “Site”) or otherwise made available by Tookapic limited liability company (Polish: Tookapic spółka z ograniczoną odpowiedzialnością). 

  1. Background

    • By selecting “I Agree” at the checkbox form or otherwise signifying Seller’s acceptance, Seller accept this Agreement and agree to be bound by its provisions. If Seller do not accept or agree with these terms, do not accept this Agreement.
    • In this Agreement: (i) “Seller” means the User within the meaning of Tookapic’s Rules and Regulations who wants monetize Seller’s uploaded content by granting licenses of photographic images of Seller’s authorship posted in such manner to third parties through the site (ii) “Tookapic” means Tookapic limited liability company (Polish: Tookapic spółka z ograniczoną odpowiedzialnością) with registered seat at ul. Szarych Szeregów 10 lok. 28, Białystok 15-666 and (iii) “Content” means any photographic image generated optically, electronically, digitally or by any other means that Seller uploaded through the Tookapic’s Application in the profile’s owned by them on Tookapic’s Sellers account, together with any accompanying material. 
  2. The subject of agreement

    1. By selecting “Photo available for sale” it shall be meant as Seller’s express declaration of will to grant the Tookapic a perpetual, non-exclusive, transferable, sublicensable, and worldwide right (license) to further sell, resell, transfer, display, use, reproduce, publish, alter, and manipulate, in an unlimited number of projects, in whole or in part, via any medium, and by whatever means, the Content for any purpose. For the greater clarity, granting the right (license) to Tookapic shall be effective under a condition precedent i.e. upon the purchase of the license by the end-user (“Licensee”) from Tookapic directly or through Tookapic’s resell Partner’s: Paddle.com Market Limited (“Paddle”), as undisclosed agent, via Paddle’s checkout services (“Checkout Services”). Unless set forth otherwise, once the first purchase is made and the right (license) to Tookapic is granted, the Agreement shall be considered as recurring obligation whereas the settlement of accounts between the Seller and Tookapic shall be made on a monthly basis. To avoid any misinterpretations, the moment of purchase shall be meant as the confirmation (or any equivalent action) send (performed) by Tookapic to the Licensee that payment for single license has been received.
    2. For every Seller’s content that shall be a subject of standard license agreement, the Seller shall be awarded a remuneration in amount of $2.50 US Dollars for each and every granted license by Tookapic. As of date January 11th, the Seller’s remuneration amounts to $ 5.00 US Dollars for each and every granted license by Tookapic regarding Seller’s.
    3. The remuneration for each and every granted license by Tookapic, after tax at source deduction in accordance with section 3.8, aside from requesting withdrawal of the money set forth in section 3.2 below, might be also spent by Seller in Tookapic’s on-line shop by purchasing items stored thereto. In order to process to the checkout, the price for selected item shall be reduced (‘set-off’) up to the amount of current balance of Seller’s Tookapic account.
    4. The Seller may at any time check the current balance of all transactions that have been the subject of granting the license to the Seller’s Content.
    5. By selecting “Photo available for sale” function for the first time, the Seller shall fill in the form (link) and provide the following information:
      • Seller’s first and last name/company name (if other than on Seller’s account)
      • Seller’s address
      • Seller status (individual or company)
      • Seller’s country
      • VAT ID or relevant tax number
  3. Processing the payments

    1. With reservations to section 3.2 Tookapic shall process the payments upon Seller’s demand.
    2. The Seller may request the will to withdraw the money by:
      • selecting “Collect the money/withdrawal” function and filling in the amount that shall be transferred to Sellers’ PayPal account. The function remains inactive until Seller’s has reached a minimum of $50 (fifty) US Dollars on Seller’s account. (Seller who is not conducting a professional activity within the meaning of the relevant statutes under Seller’s jurisdiction).
      • selecting “Collect the money/withdrawal” function and sending to Tookapic the invoice or its legal equivalent containing the amount that shall be transferred to Sellers’ PayPal account. The function remains inactive until Seller’s has reached a minimum of $50 (fifty) US Dollars on Seller’s account (Seller who is conducting a professional activity within the meaning of the relevant statutes under Seller’s jurisdiction).
    3. Once the Seller’s request to make the payments is made, it changes its status from ”withdraw” into “processing” and it cannot be canceled.
    4. Payment will be made to the Seller once the amount owed to such Seller has reached a minimum of $50 (fifty) US Dollars for the period in question. If sales have not reached the minimum payment threshold, the payment shall not be proceed.
    5. All payments will be made by Tookapic on 15th day of the month after the month when the notification of the Seller’s request was successfully proceed.

      Example: The Seller A request the payment on 1st June 2015. The money will be transferred to Seller’s PayPal account on 15th July 2015. The Seller B, however, made the request on 31st May 2015. His request will be processed earlier on, namely on 15th June 2015.

    6. Payments between the Tookapic and Seller shall be executed via PayPal electronic payment system. Therefore, the Seller`s ability to avail of the stock functionality shall be contingent upon fulfilment of the requirement to own an active PayPal account.
    7. All payments between both parties will be made in US Dollars.
    8. THE SELLER FULLY ACKNOWLEDGES THAT PRIOR TO NOTIFICATION OF THE REQUEST FOR MONEY WITHDRAWAL COLLECTED ON SELLER’S ACCOUNT, THE SELLER SHALL DELIVER TO THE TOOKAPIC ORIGINAL, NO OLDER THAT TWELVE MONTHS UPON ISSUANCE, CERTIFICATE OF SELLER’S TAX RESIDENCE, UNLESS THE SELLER IS THE RESIDENT UNDER POLISH LAW. SHALL THE SELLER NOT COMPLY WITH THEREOF, THE 20% (TWENTY) TAX WILL BE DEDUCTED FROM MONEY EACH AND EVERY TRANSFER REQUESTED BY THE SELLER UNTIL THE DELIVERY OF THE CERTFICATE OF SELLER’S TAX RESIDENCE IS MADE. UNDER SOME JURISDICTIONS, IN PARTICULAR UNDER DOUBLE TAXATION AGREEMENT BETWEEN REPUBLIC OF POLAND AND SELLER’S COUNTRY OF RESIDENCE, THE PREFERENCE TAX RATE MAY NOT APPLY TO THE SELLER, THEREFORE THE MAXIMUM WITHOLDING TAX RATE MAY BE DEDUCED.
  4. Terms of agreement

    1. This Agreement is effective until it is terminated. The Seller may terminate this Agreement by deleting account or by withholding his consent for proposed changes in the Agreement under Section 7.3. Termination of the agreement is tantamount to making the request for money withdrawal collected on Seller’s account according to Section 3 above.
    2. Upon notice from Tookapic, or upon Seller’s knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which Tookapic may be liable, Seller must immediately and at his own expense delete or remove the Content from his Tookapic’s account.
    3. In case that Seller’s account remains inactive for the period of 12 (twelve) months, Tookapic may, upon prior at least 30 days notification (reminder) via email, suspend the account. Tookapic may also at any time, in its sole discretion, retain some or all of the funds that are in the Seller’s account if Tookapic determines they will be necessary to cover future chargebacks or refunds, charges against the account or other liabilities Seller’s may owe to Tookapic. Tookapic will only retain those amounts which it determines to be reasonable under the circumstances. Tookapic shall communicate to Seller the amounts retained and the reason for the retention of funds. Tookapic will keep aby retained amounts only for reasonable time as determined in Tookapic’s sole discretion, and will promptly pay over to Client any remaining retained amounts after such reasonable time elapses.
    4. Tookapic may charge each inactive account a $10 (ten) US Dollar per month maintenance fee for each month in excess of six consecutive months during which the Seller’s account has no sales or uploading activity. Such charges may not exceed the balance of any inactive account.
  5. Seller's indemnification

    Seller agrees to indemnify, defend and hold Tookapic, its Content providers harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Tookapic or other sub-licensee’s as a result of or in connection with any breach or alleged breach by Seller or anyone acting on Seller’s behalf of any of the terms of this Agreement.

  6. Tookapic limitation of liability

    1. In no event shall Tookapic or any of its affiliates or content providers be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation Seller’s use of, reliance upon, access to, or exploitation of the content, or any part thereof, or any rights granted to Seller hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. No action, regardless of form or nature, arising out of this agreement may be brought by or on behalf of Seller more than two (2) years after the cause of action first arose.
    2. Notwithstanding any other term herein, Tookapic shall not be liable for any damages, costs or losses arising as a result of modifications made to the content by sub-licensees or the context in which the content is used by sub-licensees.
    3. Notwithstanding anything else in this agreement, the total maximum aggregate liability of Tookapic under this agreement, regardless of the file size, or the use or exploitation of any or all of the content in any manner whatsoever shall be limited to an aggregate of total amount of money collected by the Seller’s on his account and shall not exceed one thousand (1,000) us dollars.
    4. Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to Seller.
  7. Final provisions

    1. The text of these Standard Seller Agreement is available at tookapic.com/seller-agreement in the form that enables its uploading to a computer or other media, alternatively printing thereof.
    2. Tookapic reserves the right to amend the Agreement, in particular but not limited to the remuneration awarded for the selling the content, payments cycle and minimum balance of the account. The amendment shall not affect the Seller’s status and rights prior to become effective, unless in cases justified by the occurrence of any event beyond Tookapic’s reasonable control including Tookapic’s partners policy change, change in legal provisions in force or an administrative decision or a court order that binds the Service Provider is issued and in the scope of execution thereof;
    3. Tookapic shall notify the Seller via the electronic mail addresses provided in the Application about any and all intended changes and shall furnish the Sellers with consolidated, i.e. containing proposed changes, text of the Rules and Regulations in the manner that allows for its analysis within a term not to exceed 7 (seven) days before planned incorporation of the changes. In the case when the Seller withholds his consent for proposed changes in the Agreement, he shall be entitled to terminate the Agreement with immediate effect.
    4. To matters not regulated in these Agreement the provisions of the Tookapic’s Rules and Regulations and respective Polish law apply, unless the provisions regarding consumers in force within the territory of the Republic of Poland provide otherwise.
    5. All disputes that may arise out of the provision of Services shall be considered by the court of proper jurisdiction within the territory of the Republic of Poland, unless the provisions regarding consumers in force within the territory of the Republic of Poland provide otherwise.
    6. Seller specifically agree and acknowledge that Seller have, in addition to the terms of this Agreement, reviewed the Tookapic’s Rules and Regulations and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement Seller agree to be bound by them. In the event of any inconsistency, the terms of this Agreement shall govern.
    7. Tookapic’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
    8. This Agreement is personal to Seller and is not assignable by Seller without Tookapic’s prior written consent. Tookapic may assign this Agreement without Seller’s consent to any other party so long as such party agrees to be bound by its terms.
    9. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Tookapic and accepted in writing by Seller’s authorized representative.
    10. If certain of the provisions of this Agreement are deemed invalid, ineffective or offending, they shall be substituted by the power of this Agreement with valid and lawful provisions whose contents and legal effects will as closely as possible mirror economic and functional aspects of the substituted provisions and the remaining provisions of the Agreement shall continue to survive.
  8. Contact

    If Seller have concerns relating to this Agreement, please contact Tookapic at hello@tookapic.com

  9. Acknowledgement

    The Seller acknowledges that has read this agreement, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Tookapic agreeing to provide the content, Seller agree to be bound by the terms and conditions of this agreement.

Contact
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Paweł Kadysz

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Paweł Kadysz

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