1. Parties and Subject of the agreement
1.1. This agreement sets forth the contractual relationship between Celer Images, Inc., (hereafter Teripix) and the Users. The agreement includes the Users’ rights and responsibilities for using the Teripix platform.
1.2. Teripix gives Users the right to use the platform by entering into the agreement. Users into an agreement with Teripix by accepting the terms of the agreement.
Service: A service that provides user generated photographs to the purchaser through the Teripix platform.
Photo: A photograph or a package of several photographs that can be downloaded via the service. It is a digital photograph that has been taken by the photographer with a camera phone.
Photographer: The individual who delivers the image to the Teripix platform.
Seller: Teripix will share the copyrights with the photographer and sell images on behalf of photographer. Teripix and photographer will share in the proceeds.
Buyer: An organization that purchases images under this agreement through the Teripix platform.
User: Is anyone that uses this service to buy or sell. All users must be at least 18 years of age. Users under the age of 18 must have parental consent.
Marketplace: All images will be initially sold through the Teripix platform. Third parties, such as photo agencies, may also be retained to sell photographs.
Exclusive rights: Teripix has exclusivity of the sale of all photographs on the platform. Organizations that want exclusivity of a photograph can negotiate with Teripix and the photographer.
Release: Teripix is designed to be used in public places and during news events or special events that are public events. Companies using the Teripix white label service will give Teripix permission to sell their images
Price: The price of the picture will be rights managed. The priced is totally dependent upon how an image is used or ran in a publication. Teripix and the photographer will each receive 50% of the total sale amount.
3. Obligations to register
3.1. All users must agree to the terms of this agreement. All users must register to use the Teripix platform. Access will only be given to those who registers with Teripix.
3.2. No person under the age of 18 is allowed to register or use Teripix without first obtaining parental consent.
3.3. Users who register with Teripix must create a personal password. The user is responsible for keeping the password safe and making sure that a third party does not gain access to Teripix by using the password. Teripix retains the right to change the user password and deny access to the website without any reason.
3.4. The user should print and keep a copy of this agreement.
4. Teripix as the supplier of the photographs
4.1. The Photographer who submits a photograph to Teripix is considered to be an independent third-party contractor. No employer-employee relationship exists between the photographer and Teripix. Teripix serves as a platform between the photographer (seller) and buyer.
5. Teripix rights to a photograph
5.1. Teripix has exclusive rights to photographs for 30 days and then shared rights with photographer. After 30 days, both Teripix and the photographer can sell the photograph.
5.2. The photographer retains the copyright to the photograph submitted to Teripix.
5.3. Teripix retains the right to use a photograph for marketing purposes, even if, the photograph and copyright has been sold to another independent buyer.
5.4. Teripix has the right to make a copy of a photograph so that Users are able to view the photograph.
6. Buyers rights concerning the photographs
6.1. General terms for all photographs
6.1.1. The buyer receives the right to purchase photographs from Teripix after completing the registration process.
6.1.2. The buyer cannot modify or alter any photograph for editorial purposes. If the copyright to the photograph is sold, the photographer relinquishes the right to comment on the end use of a photograph.
6.1.3. The buyer will not be restricted from publishing the photograph in any geographical location. The buyer cannot forward the photograph to any other party unless the buyer has purchased the copyright to the photograph.
6.1.4. Teripix does not need to remove any photographs from neither the Internet nor any archive system that stores the photograph, even if, the copyright to the photograph has been sold. The terms of this agreement does not affect any archive system used by the buyer who purchases the copyright to the photograph.
6.1.5. The photographer retains the right to use a photograph for personal reference, such as in personal portfolios, even if, the copyright to the photograph has been sold to another buyer.
7. Enterprising Organizations right to a photograph
7.1. Organizations whose employees use Teripix for the work product, owns all of the rights to the photographs’ content.
7.2. A non-profit organization whose volunteers or members use Teripix to send the non-profit photographs, has the right to use the photographs for marketing purposes. The copyrights remain with the contributor.
8. Transferring copyrights the buyer and payments
8.1. Teripix will make payments on a 90-day net, unless early-payment is requested by a photographer. If early-payment is requested by the photographer, there will be a $5 service fee and payment will be rendered within 45 days.
8.2. The photographer will be paid based on the buyer’s purchase of the photograph. Teripix and the photographer will each receive 50% of the amount paid by the buyer.
8.3. The buyer has the immediate right to use the photograph after Teripix has received and processed the payment.
9.1. All money paid to a photographer is taxable income.
9.2. The photographer who receives payment from Teripix is responsible for reporting the amount in accordance with the governing laws and regulations.
10. Liability of the photographer
10.1. The photographer is responsible for making sure that any photograph submitted to Teripix is authentic and has not been edited or altered.
10.2. The photographer is responsible for making sure that none of the rights to the photograph have been given away or transferred to a third party. The photographer will be held liable for any photograph submitted to Teripix that does not meet the terms and conditions of this agreement.
10.3. The photographer is responsible for obeying all applicable laws concerning safety. The photographer shall be liable for all injuries and damages, including a third party, that resulted from the photographer taking a photograph.
10.4. The photographer is responsible for obeying all applicable laws concerning privacy protection and defamation. The photographer shall be liable for all acts that break any provisions of the law. The photographer shall be liable for all acts that happen in unsafe and unhealthy environments or may cause danger to the photographer.
10.5. The photographer has the sole responsibility for any claims and damages, including a third party, which occur because the photographer did not comply with the terms of this agreement.
11. Liability of the seller
11.1. The seller is responsible for making sure that he/she is the owner of all rights, including the copyrights, to the photograph. The photographer, as the owner, must have the right to transfer all the rights to the photograph to Teripix and the buyer.
11.2. The seller is responsible for making sure that a photograph uploaded to Teripix can lawfully be used by Teripix.
11.3. The seller will be liable for all damages to a third party resulting from the lawful use of the photograph. The seller will not be liable for damages or losses to Third Parties unless the damage resulted from willful or gross negligence.
11.4. The seller will be liable for the photograph and information about the photograph uploaded into Teripix. The seller will not receive any comments, advice or recommendations from Celer Images, Inc., about a photograph uploaded into the Teripix platform. The seller does not reserve the right to comment about the use of the photograph if the copyrights have been purchased by the buyer.
12. Liability of the buyer
12.1. The buyer will be liable for damages to a third party for the unlawful use of a photograph. The buyer is responsible for using the photograph in accordance with all applicable laws.
12.2. The buyer is responsible for making sure that the photograph is used in accordance with this Agreement. The buyer will be held liable if the photograph is used in any way that conflicts with this agreement.
12.3. The buyer is responsible for making sure that all applicable laws are followed when publishing a photograph. The buyer is responsible for making sure that the use of a photograph will not cause injury to a person’s reputation or privacy. The buyer is responsible for making sure that, if a release is needed to use a photograph, the buyer will obtain the appropriate release before using the photograph.
12.4. The buyer cannot alter the photograph after it has been downloaded through Teripix. The buyer cannot remove a photograph from Teripix without written permission from Celer Images, Inc.
12.5. The buyer is solely responsible for all claims or damages that result from the buyer’s failure to comply with the terms of this Agreement.
13. Liability of Teripix
13.1. Teripix will be liable for damages it caused intentionally or by gross negligence. Teripix will not be held liable for any indirect, consequential, special or punitive damages, or any other injury or damage to a third party. Teripix’s liability to the seller will be limited to the amount Teripix paid the photographer. Teripix’s liability to the buyer will be limited to the amount received from the buyer.
13.2. Teripix will not be liable for injury or damage to a photographer or a third party resulting from either one taking a photograph.
13.3. Teripix is not responsible for obtaining or confirming whether the photographer obtained the proper release from a third party, including the use of any names, trademarks, or other intellectual property. Teripix does not make any representation, expressed or implied, about the existence or knowledge of existence of a release from a third party, including the use of any names, trademarks, or other intellectual property, except as prohibited by law.
13.4. Teripix is not liable for neither the contents nor information submitted by a photographer. The photographer is liable for all incorrect, offensive, or immoral information submitted to Teripix under the terms of this agreement. Users into enter an agreement with Teripix by accepting the terms of this agreement as stated in Section 1.2. Users waive the right to any legal claims and remedies by accepting the terms of this agreement regarding photographs and related information submitted to Teripix.
13.5. The photographer will be liable for reimbursing Teripix for any and all monies paid for costs arising from the photographer taking and using an unauthorized photograph, including taking a photograph without getting the appropriate release.
14. Storing and using customer information
14.1. Teripix will store the User’s name created at the time of registration in a database. As stated in Section 3.1, registration is required for every authorized user
14.2. Teripix will store the information safely. The information will be used for legal purposes, including advertisement.
14.3. Teripix will not disclose the User information to a third party without the consent of the User. The User will be asked, at the time of registration, to input the information about the source and the photograph uploaded to Teripix.
14.4. Teripix will provide information about the User to the appropriate third party, including the Government, for investigative and legal purposes. Users must submit a written request to Teripix to view their personal information.
15. Prohibition of forwarding and copying
The buyer is not authorized to forward their rights to access Teripix to any third party. The buyer is not authorized to copy, distribute, send, or supply, a photograph purchased from Teripix to a third party, unless the buyer has purchased the copyrights to the photograph.
16. Teripix general rights and responsibilities
16.1. Teripix reserves the right to make changes to the terms of this agreement. Teripix will make the changes in writing. The changes made in electronic format is considered to have been made in writing.
16.2. Teripix reserves the right to end the service discussed in this agreement
16.3. Teripix retains the right to transfer or assign the rights to a third party without giving the Users prior notice.
16.4. Teripix will not be liable for technical problems, including, but not limited to breaks and interruptions to the service, because of installation work, maintenance, and technical faults.
16.5. Teripix will not be liable for photographs that are destroyed, disappear, or are altered, because of technical problems. Teripix will not reimburse the User for photographs that are destroyed, disappear, or altered because of technical problems.
17. Duty to cite the source
17.1. Teripix will be cited as the source when a photograph is published. The photographer retains the right to decide if their name, in addition to Teripix, will be cited as the source.
17.2. Teripix will identify the source of the photograph to the buyer. If the name of the photographer is not provided, Teripix will increase the price by 200%.
All complaints about a photograph must be submitted to Teripix within five days of downloading the photograph.
19. Force Majeure
19.1. A force majeure is an act that happens outside the control of the parties, such as an act of God, act of war, riot, which does not allow the parties to fulfill their contractual responsibilities. Under force majeure, both parties are allowed to suspend or terminate their responsibilities under the contract.
19.2. Teripix, and all authorized Users, have the right to cancel this entire agreement or portions of it, if a continuing force majeure prohibits either parties from fulfilling their duties in a reasonable time.
20.1. Teripix, the photographer, and buyer are not allowed to disclose any information about each other in connection with this Agreement without the appropriate party’s permission.
20.2. The photographer decides whether to provide his/her name at the time the photograph is uploaded. If the photographer provides his/her name, the information is considered to be non-confidential information.
21. Applicable law and dispute resolution
21.1. This agreement is governed by all applicable laws of the United States.
21.2. All disputes concerning this Agreement that cannot be resolved through mutual agreement, shall be subject to the applicable jurisdiction of the United States
22. Order of priority
The English language has precedence over all languages. If there are any contradictions between different languages, the English language takes precedence.
Teripix considers any email information that a User enters at the time of registration either directly, such as a name, or indirectly, such as a combination of letters, numbers, and symbols, as personal data. Teripix collects all Users email information at the time the User registers on the Teripix app. The email information collected gives the registered User access into the Teripix app. The email information is stored in the Teripix app to validate the User’s registration.
Teripix neither shares nor sells any of the Users’ email information to a Third Party. Teripix will not disclose the User email information to a Third Party without the consent of the User. Teripix will provide the email information about the User to the appropriate third party, including the Government for investigative and legal purposes.
24. Teripix In-App Purchase Agreement
Teripix In-App Purchase Agreement sets forth the terms for Users (“you”, “yourself) to purchase additional features through the Teripix app. This In-App Purchase Agreement applies to all Users of the Teripix app. The Teripix In-App Purchase Agreement is available to view in the Teripix app. Please read the information to familiarize yourself with this In-App Purchase Agreement. Teripix reserves the right to make changes to this In-App Purchase Agreement at any time and for any reason.
The Teripix app is available as a free download through the App Store. The Teripix app offers two plans: Teripix Basic – a free subscription plan that allows add 1 agency with FTP address and multiple transfers (3 at a time) and Teripix Pro – a subscription plan that allows Users to add multiple agencies with FTP Address (10 pictures at a time), transfer videos, picture editing, and email alert by paying a monthly subscription fee.
Users are responsible for providing accurate payment information for their Teripix Pro subscription. Paid subscriptions will automatically renew until cancelled by the User. Users can cancel their subscription at any time. Teripix will notify the User if the price of the paid subscription increases, and if required, seek the Users’ consent to continue with the paid subscription.
Users may send all inquiries pertaining to this In-App Purchase Agreement to info@Teripix.com.