Version effective from June 20, 2020
This agreement is concluded between the person registering on the website www.camerleon.com (also available at www.camerleon.pl) as a photographer, hereinafter referred to as "Photographer" and OKUBIKO Ltd. with headquarters in Mysłowice, Jodłowa 2, 41-40 Mysłowice, registered under the KRS 0000830458, NIP: 2220917374, REGON 385612762 administering the above service, hereinafter referred to as "Camerleon", hereinafter collectively referred to as "Parties to the Agreement" ("Agreement") and regulates the principles of cooperation between the Parties to the Agreement in the field of the Photographer's licensing of photographic works, graphics and other works sent by him ("Works") and other cooperation between the Parties to the Agreement, including the maintenance of the Photographer's Card and the Customer Inquiry Program as defined below.
THE PHOTOGRAPHER GUARANTEES AND DECLARES THAT ALL THE WORKS ARE CREATED BY THE PHOTOGRAPHER AND THE PHOTOGRAPHER IS THE INDEPENDENT ONLY OWNER OF ALL COPYRIGHT AND RELATED RIGHTS TO ALL WORKS, INCLUDING COPYRIGHT PROPERTY RIGHTS.
THE PHOTOGRAPHER DECLARES THAT THIS AGREEMENT IS CONCLUDED BY HIM IN DIRECT CONNECTION WITH THE PERFORMANCE OF HIS PROFESSIONAL ACTIVITIES, THEREFORE AS A PARTY TO THIS AGREEMENT HE IS NOT A CONSUMER WITHIN THE MEANING OF THE CIVIL CODE.
IF YOU WANT TO REGISTER ON A SITE AS A PHOTOGRAPHER AND SEND ANY TRACKS TO THE SITE, YOU HAVE TO MARK YOUR ACCEPTANCE ON THE CONCLUSION OF THIS AGREEMENT IN THE REGISTRATION FORM BEFORE REGISTRATION. NO ACCEPTANCE OF THIS AGREEMENT MEANS NO POSSIBILITY OF REGISTRATION ON THE WEBSITE AS A PHOTOGRAPHER AND SENDING TO THE SERVICE ANY WORKS.
1. Camerleon - OKUBIKO Ltd. with headquarters in Mysłowice, Jodłowa 2, 41-40 Mysłowice, registered under the KRS 0000830458, NIP: 2220917374, REGON 385612762 administering the Website
2. Distributor - an agent acting on behalf of Camerleon in the sale of licenses regarding Works and / or sale of Final Products
3. Photographer - Website User registering on the website as a photographer being a Party to this Agreement.
4. Photographer Card - a part of the Website where data about the Photographer might be published, which may include information provided by him, including his name, registered office, description of experience, categories of photographs he deals with, type of services provided, places of their provision, languages he uses, examples of price lists, contact details, including his website and social media, and his Works sent to the gallery photos taken by the Photographer (Photographer's portfolio)
5. Licensee - a User purchasing a license for a Work
6. Files - electronic files containing the Work
8. Final Product - an object or material (including both physical and digital) produced by or on behalf of Camerleon, containing the Works or part thereof, including after modification of the Works by or on behalf of Camerleon.
9. Customer Inquiry Program - a program targeted at Users who are photographers in the area of receiving inquiries from potential customers through Camerleon under the conditions specified in the Agreement with the Photographer
10. Website Regulations / Terms and Conditions - regulations for using the Website published on the Website, available on the Website's main page under the link "Terms & Conditions"
11. GDPR - Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46 / EC (General Regulation on the Protection of data).
12. Website / Service - the www.camerleon.com website (also available at www.camerleon.pl) administered by Camerleon or its legal successors
13. Agreement - this Agreement with the Photographer
14. License Agreement - a license agreement concluded between the Licensee and Camerleon in the version available on the Website's main page under the link "License Agreement"
15. Work - photographic works, graphics and other sent by the Photographer
16. User - a person / entity using the Website or its content, including a person registering on the Website as a photographer and a person / entity registering on the Website as a customer
17. Model Release - understood jointly as a written legally binding consent of the person visible on the Work to disseminate its image, including for marketing and commercial purposes, including by the purchaser the license to the Work, granted to the extent resulting from legal provisions, including those regulating copyright, signed by the portrayed person or his legal guardians and the consent of the person visible on the Work or his legal guardians for the processing of his personal data related to his image, granted in the scope and form resulting from legal provisions, including the GDPR. In the case of minors, consent must be given by parents or legal guardians.
18. Property Release - a written legally binding consent regarding the object covered by third party rights (e.g. places, national parks, buildings, works of art, handicrafts, graffiti, etc.) visible on the Work, to disseminate its image, for marketing and commercial purposes, including by the purchaser the license to the Work, granted to the extent resulting from legal provisions, including those regulating copyright, correctly signed by the owner of the rights to the image of the given object or its properly appointed proxies.
1. General Rules
1.2. By uploading the Works to the Website or providing the Works in another manner agreed with Camerleon, the Photographer acknowledges and accepts that Licensees who wish to use the Works will pay the license fees for obtaining a license to use the Works, will be entitled to download the Works from the Website, and that they will be entitled to use the Works in a wide range, including within certain fields of use, in exchange for paying the license fee under the conditions set out in the License Agreement, as well as that they will not have any obligation to inform Camerleon or the Photographer about the scope actual use of the Works.
1.3. After accepting the provisions of this Agreement, the Photographer may transfer Works to the Website using the forms and functionalities available on the Website or provide the Works in another manner agreed with Camerleon. The Uploading of Works by the Photographer to the Website or delivery of Works in another manner agreed with Camerleon is tantamount to accepting the provisions of this Agreement.
1.4. Camerleon's rights and obligations under this Agreement also apply to the rights and obligations of its successors.
2. Cooperation in uploading Files
TRANSMISSION OF FILES MUST BE FOLLOWED ON THE RULES APPLICABLE TO THE SERVICE
2.1. Photographer should send Files to the Website, taking into account this Agreement and Camerleon guidelines regarding the manner of describing and sending them, using the forms and functionalities available on the Website or other tools accepted by Camerleon. Camerleon reserves the right not to publish the Work on the Website or to remove the Work from the Website at its sole discretion without giving a reason. In addition, both Parties to the Agreement agree that all Files uploaded by the Photographer are subject to the rules of the Website. Camerleon also retains the right, but not the obligation, to add or change the description of the Photographer's Files at its sole discretion.
3. Photographer's statements
YOU MUST BE AN ADULT WITH THE RIGHT TO CONCLUDE THE AGREEMENT
YOU MUST BE THE AUTHOR AND OWNER OF ALL COPYRIGHT TO WORKS / PHOTOS
YOUR WORKS / PHOTOS CANNOT BREACH THE RULES AND CONTAIN FORBIDDEN CONTENTS
3.1. By entering into this Agreement, the Photographer ensures that he is an adult, has the ability to conclude the Agreement and to perform the obligations set out in the Agreement, including full legal capacity, which has not been limited in any way by a court order, and no provision has been made to depriving him or limiting his full legal capacity, and fully accepts the provisions of this Agreement.
3.2. A photographer representing the interests of an enterprise, company or legal entity ensures that he has all the necessary documents and permits regarding copyright and related rights to Works and the rights to sell Works for marketing and commercial use, including licensing, and is duly authorized to represent such entity.
3.3. Photographer represents and warrants that all Works and Files:
a. they are original and were created independently by the Photographer and the Photographer is the sole owner of copyrights and personal rights, and the Works are free from legal defects and their use is not limited by the photographer's exclusive license to third parties,
b. The Works and Files, as well as their descriptions and attached additional information and other content do not violate the provisions of law, in particular copyright, privacy rights, image rights, personal rights of any third parties or any intellectual property rights,
c. they do not contain pornographic, obscene, defamatory, intimidating, defamatory, violating someone's privacy or in any way harmful or inappropriate to third parties or paparazzi photos,
d. do not contain content that slanders or attacks third parties because of their race, religious beliefs, origin or sexual orientation, does not contain illegal content or promotes illegal activities, and because of the lack of filters on the Website limiting access to content by minors contain images of naked people or people in provocative poses
e. do not contain other mechanisms or tools designed or possible to use to delete, modify, distort or damage files or the Website
f. the additional information and description of the Files and Works is complete, correct and does not contain false, inappropriate or contradictory or misleading information
g. they have not been entrusted to any collecting society and that no additional requirements will be imposed on Camerleon with such or similar title
h. none of the Works sent has been and will never be used by the Photographer or with his consent by a third party to create logos, trademarks or registered trademarks
i. Camerleon and the Distributors may use the Works as specified in the Agreement without the need to obtain additional approvals or permits and without the need to pay additional fees to persons and third parties
j. they do not contain computer viruses, spyware, Trojan software or other malware, including those launched automatically at a specific time, or any other malicious programming code.
4. Images of people and objects
YOU MUST HAVE THE PERMISSION REQUIRED BY LAW FROM PERSONS WHO CAN BE RECOGNIZED ON THE WORK / PHOTO (SO WHEN A PERSON CAN RECOGNIZE HIMSELF, FOR EXAMPLE, BY A VISIBLE FACE, A SPECIAL MARK, TATTOO, CHARACTERISTIC SILHOUETTE, CLOTHING OR HAIRDRESSING, ETC.) TO USE THEIR IMAGE (CONSENT TO BOTH IN THE CONTEXT OF COPYRIGHT AND GDPR)
YOU MUST HAVE THE PERMISSION REQUIRED BY LAW FROM OWNERS' RIGHTS TO PROPERTIES (e.g. PLACES, NATIONAL PARKS, BUILDINGS, WORKS OF ART, CRAFTSHIPS, GRAFFITI, ETC.) PRESENTED IN THE WORK / PHOTO WHICH RIGHTS ARE RESERVED, FOR USING THEIR IMAGE (CONSENT IN THE CONTEXT OF COPYRIGHT)
4.1. The Photographer warrants and declares that in the absence of a legally binding Model Release or Property Release regarding Works that contain images of persons or objects protected by third party rights (including places, buildings, works of art, handicrafts, etc. ), will not send such Works for sale other than for editorial purposes only, i.e. subject to the possibility of selling only under the basic (editor's) license, without the possibility of selling under other licenses, i.e. standard (marketing) license and extended (product) license and without the option of selling Final Products. At the same time, the Photographer declares that in the event that even for the editorial use of a given Work, Model Release or Property Release is required, the Photographer will not transfer such Works to the Website at all, even for the purposes of the basic (editorial) license.
4.2. The Photographer guarantees and warrants that in relation to any Works depicting persons who have been marked by the Photographer as having the Model Release, the Photographer has originals of valid and legally binding Model Releases.
4.3. The Photographer guarantees and warrants that in relation to any Works presenting objects subject to protection under property rights or intellectual property rights (including places, buildings, works of art, handicrafts, etc.), which Works have been marked by the Photographer as having the Consent Object Photographer has originals of valid and legally binding Property Releases.
4.4. The photographer will provide Camerleon with the documents referred to in item 4.2. and 4.3. at each request of Camerleon, no later than 7 days after the date of such request by Camerleon.
4.5. In addition, the Photographer guarantees and warrants that the information contained in the Model Release and Property Release documents is true, accurate and complete and current and that Camerleon and Licensees may use the Works without the need for additional approvals or permits and without paying additional fees for to third parties.
4.6. In the event of withdrawal of consent to the dissemination and processing of images or any change in the scope of possessed Model Releases or Property Releases, the Photographer is obliged to withdraw the Work from the Website and inform Camerleon immediately by sending detailed information in this matter by e-mail from his e-mail address registered on the Website to the Camerleon email address referred to in point 16.1.
4.7. In the case of sending Works for the purposes of the Photographer Card or editorial cooperation referred to in the Agreement, the Photographer guarantees and ensures that it has legally binding consents regarding the (a) persons and (b) objects visible in the Works in the scope and form in accordance with applicable law. protected by third party rights, including both copyright and personal data, including the GDPR enabling the publication of Works on the Website.
4.8. In the scope of qualifying the Works for the possibility of sending them to the Website for the purpose of selling individual licenses or Final Products in relation to the Model Releases and Objects Consents held by the Photographer, the Photographer takes into account the following guidelines indicated in point 4.8.1., 4.8.2. and 4.8.3., with the proviso that the provisions of applicable law relating to the Works or the content contained therein do not apply to a given Work other regulations resulting from the applicable law.
4.8.1. People Image
The phrase "A person could recognize each other" used below means that a person could be recognized in a photo, e.g. by a visible face, special sign, tattoo, characteristic figure of a person, their outfit or hairstyle, etc.
4.8.2. Image of Objects
The term "public space" used below is understood as a space that is not private property and is generally available, e.g. roads, streets, squares or gardens, and to the extent that restrictions on the possibility of taking photographs or distributing such photographs were introduced; in this respect, public space does not include photos taken, e.g. at school, university, office, shop or mall, church, airport, train station, metro station, stadium or other sports facility, in the concert hall, in a museum or theater or cinema, in a clinic or hospital, in a zoo or in an amusement park.
The term "non-public space" used below means a space outside of public space.
4.8.3. If the Work contains both the image of persons and objects protected by third party rights, the combined restrictions resulting from both sets indicated in point 4.8.2. and 4.8.3. above, i.e. if, for example, restrictions apply from both titles to a given Work, then both restrictions apply to the Work and both consents are required.
YOU DECIDE WHICH LICENSES YOU GIVE US IN ACCORDANCE WITH THE OPERATIONAL FIELDS INDICATED IN THE AGREEMENT
BY GRANTING YOUR LICENSE, YOU GIVE US AND OUR DISTRIBUTORS THE RIGHT TO SUBLICENSE AND ANONYMOUS DISTRIBUTION (WITHOUT MARKING THE PHOTOS WITH YOUR NAME AND SURNAME)
BY GRANTING YOUR LICENSE, YOU KEEP YOUR COPYRIGHT TO THE WORK / PHOTO
YOU CAN ALSO CONSENT TO USE YOUR WORKS / PHOTOS FOR SALE OF FINAL PRODUCTS THROUGH THE SERVICE OR OUR DISTRIBUTORS (e.g. PRINTS OR T-SHIRTS).
WE CAN USE YOUR WORKS / PHOTOS FREE OF CHARGE FOR PROMOTION OF THE SERVICE ON THE WEBSITE OR ON OTHER WEBSITES OR IN SOCIAL MEDIA
5.1. The Photographer retains the copyrights to all Works delivered to the Website.
5.2. Photographer hereby grants Camerleon, its legal successors and Distributors, during the term of the Agreement, a non-exclusive, royalty-free, worldwide, transferable license to store and use the Works and their modifications in the following fields of use:
5.2.1. In the case of Works sent as intended for sale Licenses:
a) in the scope of reproduction, reproduction, re-edition, compression and transfer, use, including the production by any technique of copies of the Works and copies of items or materials containing the Works ("Products")
b) in the scope of distribution of Works and Products, including publishing, displaying, placing and transmitting in IT and telecommunication networks
c) in the scope of trading in Products, including sale, rental, and rental of Products
d) in the scope of modifications, including making color changes and retouching, including framing and photomontage
5.2.2. In the case of Works sent as intended for sale of Final Products:
a) in the scope of reproduction, reproduction, re-edition, compression and transfer, use, including production of copies of the Works and Final Products by any technique
b) in the scope dissemination of Works and Final Products, including publishing, displaying, placing and transmitting in IT and telecommunication networks
c) in the scope of marketing of Final Products, including sales, renting, leasing of Final Products
d) in the scope of modification, including making color changes and retouching, including framing and photomontage
5.2.3. In the case of Works sent as intended for publication in the Photographer Card:
a) in the field of reproduction, reproduction, re-edition, compression and transfer, use, including the production of copies of the Works by any technique solely for the purposes of publication on the Website and marketing and advertising of the Website on the Website, on other websites and in social media
b) in the scope of dissemination of Works, including publishing, displaying, placing and transmitting in IT and ICT networks solely for the purposes of publication on the Website and marketing and advertising of the Website on the Website, on other websites and in social media
c) in the scope of modifications involving cropping, solely for the purposes of publication on the Website and marketing and advertising of the Website on the Website, on other websites and in social media
hereinafter referred to as "Fields of use", with the right to dist sublicense the Works, referred to in point 5.2.1. on indicated in point 5.2.1. exploitation fields.
5.3. In the scope of Works referred to in point 5.2.1 Camerleon directly or through Distributors will have the right, but not the obligation, to grant Licensees, unlimited, non-exclusive, royalty-free, perpetual, worldwide, non-transferable, irrevocable license to store and use the Works on The fields of exploitation indicated in the Agreement, referred to in point 5.2.1 in accordance with the provisions of the License Agreement. Camerleon and Distributors will be able to use the Works and sublicense the Works throughout the world, on all of the above-mentioned 5.2.1 Fields of operation. By uploading the Works to the Website or providing the Works in another way agreed with Camerleon, the Photographer authorizes Camerleon to grant licenses to use the Works by Licensees, in accordance with the provisions of the License Agreement, as well as authorizes Camerleon to conclude sublicense agreements with Distributors, on the basis of which Distributors obtain the rights to further sublicense the Works, according to the provisions of their own license agreements concluded with their licensees.
5.4. In addition, by accepting the terms of this Agreement, Photographer provides the right and a lifetime warranty, a global, non-exclusive, non-transferable (sub) license to Licensees in accordance with the terms of the License Agreement applied by Camerleon.
5.5. All licenses granted by Camerleon or Distributors prior to the termination of this Agreement will also remain in force upon expiry or termination of this Agreement.
5.6. Camerleon and the Distributors retain the right to sell the Final Products already manufactured or manufactured before the expiry of this Agreement, and the licenses granted for these Final Products shall remain in force upon expiration or termination of this Agreement.
5.7. Camerleon will have the right, but not the obligation, to seek compensation from the Distributor or Licensee in the event of copyright infringement by the Distributor or Licensee.
5.8. Camerleon reserves the right to use the Works for promotional purposes of its own or Distributors. Photographer will not receive remuneration for using the Works for promotional purposes of Camerleon's operations, including the Website or Distributors, including promotions on the Website and external websites or social networks, as well as for indirect revenues received by Camerleon from its sponsors and advertisers (including title of banner ads), whose products can be presented on the Website or on the websites of Distributors. In addition, the Works may be used to test and evaluate technologies, systems or processes carried out by Camerleon or Distributors in order to fulfill the obligations and exercise the rights arising from the Agreement.
5.9. The Photographer hereby authorizes Camerleon, Licensees and Distributors and their sub-licensees to anonymously distribute the Works, including without indicating the name and surname or nickname of the Photographer. The photographer will not exercise his personal rights to the Works.
5.10. Camerleon may sub-license the Works via the Website as well as through Distributors.
5.11. Photographer agrees that Camerleon has the right to distribute licenses to Works or the distribution of Final Products not only through the Website but also through Distributors on the terms and conditions agreed between Camerleon and Distributors (including rights, restrictions, obligations, licenses and other legal and business issues related to the Works), with the proviso that in the event of selling licenses for Works or Final Products through Distributors, the Photographer's remuneration rates will then be calculated on the same terms as the Photographer's remuneration in a situation where the license to the Work or Final Product would be sold directly by Camerleon, and the net license prices will be as indicated when the Works were transferred by the Photographer to the Website. Camerleon has the implied right to make available to File Distributors, including through its own program interface (API) or any other means approved and accepted by Camerleon, provided such access does not violate the provisions of the Agreement.
6. Photographer Card
YOU CAN CREATE YOUR PHOTOGRAPHER CARD FOR FREE AND SEND YOUR DATA AND WORKS / PHOTOS TO BE PUBLISHED IN YOUR PHOTOGRAPHER CARD (YOUR PORTFOLIO)
FOR PHOTOS PUBLISHED IN YOUR PHOTOGRAPHIC CARD, YOU ALSO HAVE TO HAVE ALL COPYRIGHTS AND ALL CONSENTS REQUIRED BY THE LAW RELATED TO PERSONS AND OBJECTS PRESENTED ON PHOTOS
PHOTOS PUBLISHED IN A PHOTOGRAPHER CARD ARE NOT INTEND FOR SALE UNDER LICENSES OR FINAL PRODUCTS UNLESS YOU SEND THEM SEPARATELY FOR THESE PURPOSES
6.1. Camerleon may provide the Photographer with the opportunity to publish his data and Works as part of the Website designed to present offers of photographers marked as Photographer Cards, including the photographers search engine used to search Photographer Cards.
6.2. Photographer by publishing the data in the Photographer Card or by submitting this data for publication by Camerleon agrees to their free publication on the Website. At the same time, to the content and Works published by the Photographer in the Photographers' Card or submitted for publication in the Photographers' Card, the Photographer also submits the statements referred to in point 3 above marked as the Photographer's Statement and warrants and guarantees that it has full rights to publish the content, Works, images of persons and objects located on the Works.
6.3. Pictures published in the Photographer's Card, unless they have been separately submitted by the Photographer in the form of Files, also for the sale of licenses or Final Products, will not be intended for sale in the form of licenses or Final Products.
6.4. Camerleon may decide that the Photographer Card will not be available to Users but will be available for the purposes of Camerleon for the purposes of the Agreement, including the Customer Inquiry Program.
7. Customer Inquiry Program
BY REGISTERING ON THE WEBSITE AS A PHOTOGRAPHER YOU JOIN THE CUSTOMER INQUIRE PROGRAM TO RECEIVE POTENTIAL CUSTOMER ORDERS THROUGH OUR INTERMEDIATION
IF YOU COMPLETE A CUSTOMER ORDER RECEIVED THROUGH OUR INTERMEDIATION, YOU GIVE 10% DISCOUNT TO THE CLIENT AND YOU ARE PAYING 5% COMMISSION TO US (AFTER CONCLUDING THE CONTRACT WITH THE CUSTOMER OR RECEIVING PAYMENT IN CASE OF REALIZATION OF THE ORDER WITHOUT CONCLUDING THE CONTRACT)
7.1. By registering on the Website, the photographer joins the Customer Inquiry Program.
7.2. By participating in the Customer Inquiry Program, Photographer will be able to receive customer inquiries about photography services through Camerleon.
7.3. By joining the Customer Inquiry Program, the Photographer accepts sending information about him and his services to clients interested in photography services.
7.4. By joining the Customer Inquiry Program, Photographer confirms that he will make every effort to respond to inquiries received through Camerleon within 1 business day of the date of receipt. The Photographer accepts the fact that his answers will be forwarded by Camerleon to the Clients as well as his email address and telephone number.
7.5. If the contract is signed with the client or the Photographer executes the order for the client whose question was sent by Camerleon to the Photographer, the Photographer informs about the fact of signing the contract and about the completion of the Camerleon order by email to the Camerleon email address referred to in point. 16.1. from his your email address registered on the Website. The Photographer sends such information to Camerleon respectively within 3 days from the date of signing the contract with the client and within 3 days from the execution of the client's order.
7.6. By joining the Customer Inquiry Program, the Photographer accepts to give a discount of 5% to the client from the Photographer's prices used for orders related to the customer's request and to pay 10% of commission to Camerleon calculated on the amount of the order before the discount is granted to the customer, subject the Photographer signing a contract with the customer or the Photographer receiving payment for the customer's order if the order is carried out without concluding a contract between the Photographer and the customer. Payment of commission to Camerleon is made on the basis of an invoice issued by Camerleon and is payable within 14 days of the invoice being issued.
7.7. Camerleon may decide to increase the discount for the customer referred to in point 7.6 above at the cost of reducing the commission due to Camerleon, referred to in point 7.6. In such a situation, Camerleon informs the Photographer about such a change when sending a customer inquiry referred to in paragraph 7.2 or after receiving information from the Photographer about the conclusion of the contract with the customer. Information in the above-mentioned scope is sent by Camerleon from the e-mail address referred to in point 16.1 to the Photographer's email address registered on the Website.
8. Editorial Cooperation
WE CAN RELEVANTLY COOPERATE IN THE PUBLICATION OF YOUR ARTICLES ON THE WEBSITE
IN EXCHANGE TO THE PUBLICATION OF THE ARTICLE, WE CAN ADD A LINK TO YOUR PHOTOGRAPHER CARD (IF CASE OF PHOTOGRAPHER CARD PUBLICATION ON THE WEBSITE) OR YOUR WEB PAGE OR YOUR ACCOUNT IN SOCIAL MEDIA SUBJECT IF YOU NOT CONDUCT COMPETITIVE ACTIVITIES AGAINST THE WEBSITE
8.1. Camerleon may agree to publish articles prepared by the Photographer on the Website. If the Photographer submits materials for publication on the Website including the text and the Works attached to it, the Photographer declares and warrants that he is the author of the text and has full rights to the text and the publication of the Works attached to the text, including their publication on the Website and that he expresses consent to their publication on the Website in the form and time chosen by Camerleon. Photographer declares that the publication of his text on the Website together with the Works attached to it does not violate the law and anyone's rights and does not require Camerleon to cover any costs or remuneration.
8.2. If a Photographer's article is published on the Website, Camerleon will mark the article with the Photographer's name provided when registering the Photographer on the Website and add a link to his Photographer Card (if the Photographer's Card is available to Users) or the Photographer's website or his account in social media - if the Photographer does not conduct business competitive there.
8.3. Due to the fact that publication of the article is a promotion of the Photographer, including Photographer Card on the Camerleon Website or its website, he is not obliged to pay any remuneration on this account to the Photographer.
8.4. Camerleon may decide to carry out additional promotional activities for the Photographer on the Website, including, for example, by adding a link in the Photographer's article to the Photographer's website or social media account - if the Photographer does not conduct any competitive activity against the Website there.
9. Payments and reporting
YOU SET NET PRICES FOR THE LICENSES YOURSELF AND WHEN WE SELL THE LICENSE YOU GET 70% OF THIS PRICE
IF YOU AGREE TO USE THE WORKS / PHOTOS IN THE FINAL PRODUCTS WE SET THE PRICE FOR THE FINAL PRODUCT AND YOU WILL RECEIVE EITHER 20% OF THE NET PRICE FROM EVERY PIECE OF THE FINAL PRODUCT SOLD WITH YOUR WORK OR YOU WILL RECEIVE ONCE 70% OF THE NET PRICE FOR THE EXTENDED LICENSE TO THE WORKS / PHOTOS USED FOR THE FINAL PRODUCT
AFTER SENDING THE WORKS / PHOTOS AND AFTER PUBLISHING THEM, YOU SHOULD VERIFY IF YOU HAVE NO OBJECTIONS TO CORRECT PUBLICATION OF WORKS / PHOTOS AND THEIR PRICES, AND IN CASE OF A DIFFERENCES, YOU SHOULD INFORM US IMMEDIATELY
PAYMENTS OF YOUR REMUNERATION WILL TAKE PLACE WITHIN 21 DAYS AFTER THE END OF THE MONTH, IN WHICH LICENSE WITH YOUR WORKS / PHOTO OR FINAL PRODUCT WITH YOUR WORK / PHOTO WERE SOLD
YOU ARE RESPONSIBLE FOR ESTABLISHING TAX DECLARATIONS AND PAYING TAXES ON YOUR REMUNERATION
9.1. In order to ensure that the Photographer receives payments under the Agreement, the Photographer is required to have a bank account.
9.2. The net sale price of individual types of licenses granted to Licensees (net license fee) in relation to a given Work is indicated by the Photographer when submitting Files to the Website, with the proviso that Camerleon is entitled to indicate the minimum and maximum price for a given type of license.
9.3. Photographer is obliged to verify the correctness of assigning the sale price of individual types of licenses in relation to each of the Works submitted by the Photographer immediately after their publication on the Website. In the event of a discrepancy between the price indicated by the Photographer and the price published on the Website, the Photographer is obliged to immediately notify Camerleon by email to the Camerleon email address referred to in point 16.1. from his email address registered on the Website. In such a situation, Camerleon will immediately make a price adjustment, provided that the price indicated by the Photographer does not go beyond the prices indicated by Camerleon as the minimum or maximum price for the given license. Camerleon is not responsible for the publication of an incorrect price on the Website, unless the publication of an incorrect price on the Website was not the result of willful misconduct of Camerleon.
9.4. The price of the Final Products is determined at Camerleon's sole discretion. In addition, the Photographer also accepts that Camerleon may at any time change the price of the Final Products for all Works delivered to Camerleon or stop offering them at all on the Website.
9.5. Photographer accepts that Camerleon may offer licenses or Final Products in other currencies and that exchange rate differences may occur. In the case of the sale of a license or Final Product in a foreign currency, the Photographer's remuneration referred to in the point below is calculated after the price paid by the Licensee or the purchaser of the Final Product is converted into Polish zlotys respectively (a) in the case of funds being received on the Camerlon bank account in PLN according to the exchange rate at which the funds were converted to the Camerleon bank account in PLN or (b) in the case of the funds being transferred to the Camerleon currency bank account at the exchange rate of the currency conversion made on the last business day of the month in which the sale took place.
9.6. Camerleon will transfer to the Photographer remuneration in the amount of:
a) in the case of license sales 70% of the net price received from Licensees and Distributors or their sub-licensees for the sale of licenses to the Photographer Work
b) in the case of the sale of Final Products in depending on Camerleon's decision or (i) 20% of the net price received from the sale of Final Products on each piece of the Final Product sold, including through Distributors, or (ii) 70% of the net price of the extended (product) license for a given Work determined by the Photographer at uploading a photo to the Website in the form of a one-off payment independent of the number of Final Products sold.
9.7. Photographer's remuneration will not be charged on revenue earned by Camerleon due to exchange rate differences, VAT, other sales tax or similar taxes, fees and deductions required by law. Remuneration due to Photographers may be reduced by refunds, refunds and corrections paid to Licensees, Distributors or their sub-licensees. Remuneration less the above-mentioned deductions will be referred to as the "Payment for Photographer" in the remainder of the contract.
9.8. Camerleon will be entitled to reduce the Payment for Photographer by the amounts to which Camerleon is or may be entitled under the Agreement or on the basis of applicable law, including for the security of any brought or probable claims related to any matter being the subject of assurances, warranties, representations or Photographer's liability for damages under the Agreement.
9.9. Camerleon charges Payment to the Photographer based on the licenses granted to Works and Final Products sold. For the avoidance of doubt, if a User re-downloads the same Work under a previously purchased license, the Photographer will receive only one payment for the previously granted license. The Photographer's remuneration for the licenses sold to the Works and End Products will be transferred to the Photographer's bank account referred to in point 9.12. below within 21 days of the end of the month in which the sale took place, and in the case of Photographers conducting business activity within 14 days from the date of receipt by Camerleon of a correctly issued VAT invoice (or bill if the Photographer uses the VAT exemption and does not issue VAT invoices) issued by the Photographer after the end of a given month. Camerleon within 14 days of the end of the month sends to the Photographer's email address registered on the Website information on the amount of the Photographer's due remuneration for a given month. No interest will be charged or paid on outstanding amounts.
9.10. Photographer understands and accepts that the responsibility for updating data, including registration and contact details on the Website lies solely with him. In the event that the Photographer fails to update the information and Camerleon is unable to contact the Photographer or transfer Payment to the Photographer within six months, the Photographer agrees to remove his Works from the Website.
9.11. Payments to the Photographer referred to in item 9.9. above will be the Photographer's only remuneration for licensing the Works or selling Final Products. The Photographer acknowledges and accepts that the obligations of Camerleon and the Distributors arising from the Agreement, including, without limitation, the obligation to calculate and transfer Payments to the Photographer, are and will be unsecured obligations, and that the Photographer will not be entitled to benefit from the whole or part of the fees accrued and received from Users or Licensees. Photographer understands that Photographer and Camerleon only conclude a simple license agreement, and do not create any agency, confidential, fiduciary or quasi-fiduciary relationship. Neither Camerleon nor the Distributors will manage the unpaid Payments to the Photographer, nor undertake to act on behalf of the Photographer for the benefit of the agency, trustee or quasi trustee.
9.12. All payments arising from the provisions of the Agreement will be made in Polish zlotys to the bank account from which the payment of 1.00 PLN will be made, confirming the identity of the Photographer referred to in point 10.1. below or to the Photographer's bank account indicated in the correctly issued VAT invoice.
9.13. In addition to other legal measures and notwithstanding other provisions of the Agreement, Camerleon will not pay Payments to the Photographer due for license fees or the sale of Final Products for any Works that violate the Photographer's representations, warranties, guarantees and obligations contained in the Agreement.
9.14. The photographer indicates on the Website in his settlement data whether the Works are transferred on his part as part of business activity (acts as a company) as a VAT taxpayer or a taxpayer exempted from VAT, or as a physical person, respectively.
9.15. The Photographer is responsible for submitting all tax returns and paying all income taxes and fees of a similar nature due or charged in respect of all funds due to the Photographer in accordance with this Agreement.
10. Authentication of Identity
BEFORE ALLOWING YOU TO SEND PHOTOS FOR THE SALE OF LICENSES OR FINAL PRODUCTS, WE HAVE TO VERIFY YOUR IDENTITY THROUGH YOUR BANKING TRANSFER OF 1 PLN FROM YOUR BANK ACCOUNT ON OUR ACCOUNT - THIS AMOUNT IS, OF COURSE, IMMEDIATELY PAID BACK TO YOUR ACCOUNT
10.1. In order to authenticate his identity, the Photographer after registering on the Website, but before publishing the Works on the Website for the purposes of selling licenses or Final Products, will make a transfer in the amount of PLN 1.00 (in words: one) from his bank account to the Camerleon bank account indicated on the Website as a bank account for the purpose of confirming the Photographers' identity After the payment referred to in the sentence above has been received on the Camerleon account, Camerleon will immediately refund it to the account from which the payment was made. In order to eliminate doubts in this respect because the sole purpose of the above-mentioned the amount is to authenticate the Photographer's identity and it constitutes neither commission nor remuneration for either Party to this Agreement.
11. Release from liability
YOU RELEASE US FROM LIABILITY FOR THE CONSEQUENCES OF BREACHES OF AGREEMENT ON YOUR PART, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND GUARANTEES AND COVERING THE COSTS ARISING FROM SUCH BREACHES, AND YOU BEAR THE COSTS THAT MAY ARISE FROM THIS
11.1. Photographer agrees to release Camerleon (and its shareholders, members of authorities and employees and legal successors), Distributors and Licensees from all liability for justified claims raised in connection with the violation of the provisions of the Agreement by the Photographer, including in connection with untruth or violation of statements, assurances and guarantees submitted by the Photographer. Photographer undertakes to pay, on the first call, all costs, penalties and damages incurred by Camerleon (and its shareholders, members of the authorities, as well as employees and legal successors) its Distributors and Licensees in this respect
12. Limitation of Liability and Warranty
YOU ACCEPT THE FACT THAT CAMERLEON PROVIDES THE SERVICE AS IT IS WITHOUT ANY WARRANTY, INCLUDING THE CONTINUITY AND CORRECTNESS OF OPERATION AND WITHOUT GUARANTEE THAT THE SERVICE WILL MEET YOUR EXPECTATIONS
YOU YOU ALSO ACCEPT THE FACT THAT FILES UPLOADED TO THE SITE MAY BE DAMAGED OR LOST - THAT IS WHY YOU SHOULD STORE YOUR OWN BACKUPS OF WORKS / FILES
CAMERLEON IS NOT RESPONSIBLE FOR THE MISUSE OF WORKS BY LICENSEES OR PURCHASERS OF FINAL PRODUCTS
12.1. The Website and the services provided through it are made available "as it is". To the maximum extent permitted by applicable law, Camerleon disclaims any kind of assurance or warranty of any kind, express or implied, including that the Website or its functionalities will meet the Photographer's requirements or that they will always be available uninterruptedly and without delay, secure or error-free, or a guarantee that information or materials or Works will be posted on the Website.
12.2. Camerleon does not act on behalf of the Photographer, Distributors or Licensees as their representative, proxy or agent.
12.3. Photographer accepts that Camerleon (and its shareholders, members of bodies and employees and its legal successors) and Distributors will not be responsible for any errors or disruptions of the functionality of the Website and other websites, including those resulting in damage or loss of Files or information, benefits, profit or other financial losses on the Photographer's side and that the Photographer uses the Website at his own risk and that he is obliged to maintain his own backup copies of any Files / Works sent to the Website.
12.4. Photographer accepts that Camerleon will not be responsible for the misuse of the Works by Licensee or purchasers of Final Products.
13. Changes and notifications.
CHANGING THIS AGREEMENT BY US REQUIRES TO INFORM YOU BY E-MAIL WITHIN 14 DAYS BEFORE THE CHANGES COME INTO FORCE - IF YOU DO NOT ACCEPT THE CHANGES, YOU CAN TERMINATE THE AGREMEENT IN AN IMMEDIATE MODE
IN THE EVENT OF A REQUEST TO REMOVE A WORK FROM THE WEBSITE OR TERMINATION OF THE AGREMEENT, THE WORKS / PHOTOS MAY STILL BE AVAILABLE ON THE WEBSITE FOR UP TO 30 DAYS, AND AFTER THAT DATE THEY MAY BE AVAILABLE TO DOWNLOADERS WHO HAVE MADE A PURCHASE BEFORE TERMINATING THE AGREEMENT. WE LIKEWISE RETAIN THE RIGHT TO SELL FINAL PRODUCTS MANUFACTURED OR PRODUCED BEFORE THIS DATE. LICENSES GRANTED BY US BEFORE THIS DATE ARE ALSO VALID AFTER TERMINATION.
CHANGING THE SPECIFICATION AND FUNCTIONALITY OF THE WEBSITE DOES NOT REQUIRE YOUR CONSENT
13.2. Any changes to the Agreement require the written consent of Camerleon.
13.3. Camerleon may amend the Agreement by announcing the amended wording of the Agreement on the Website at least 14 days before the amendments come into force and sending the amended wording of the Agreement to the Photographer's e-mail address registered on the Website within no less than 14 days until the amendments to the Agreement enter into force. If the proposed changes are not accepted, within 14 days from the date of receipt of the amended wording of the Agreement, the Photographer has the right to terminate the Agreement immediately by sending a statement of non-acceptance of the changes and termination of the Agreement to Camerleon in writing to the correspondence address of Camerleon referred to in point 16.1. or in an e-mail form from your e-mail address registered on the Website to the Camerleon e-mail address referred to in point 16.1. If, after the expiry of the 14-day period from the date of receipt of the amended wording of the Agreement, the Photographer does not send a statement of non-acceptance of changes and termination of the Agreement, or after 14 days from the date of sending by Camerleon of the amended wording of the Agreement, he will continue to use the Website, thereby confirming his consent to the changes. In the absence of acceptance of changes in the Agreement, the Photographer should stop using the Website from the date of termination of the Agreement.
13.4. Photographer may also terminate the Agreement immediately if Camerleon announces changes to the Website Regulations, including attachments to the Website Regulations, in the event of non-acceptance of such changes within 14 days from the date of their publication on the Website by sending a declaration of non-acceptance of changes to the Website Regulations and termination Agreement to Camerleon in writing to the Camerleon correspondence address referred to in point 16.1. or in an e-mail form from your e-mail address registered on the Website to the Camerleon e-mail address referred to in point 16.1.
13.5. The photographer may terminate the Agreement at any time without giving a reason, subject to a 30-day (thirty-day) notice period, by providing notice to the Camerleon correspondence address referred to in point 16.1. or by e-mail from your e-mail address registered on the Website to the Camerleon e-mail address referred to in point 16.1.
13.6. Camerleon may terminate the Agreement at any time without giving a reason, subject to a 30-day (thirty-day) notice period, providing a notice to the Photographer's address registered on the Website or by email to the Photographer's email address registered on the Website.
13.7. Camerleon may terminate the Agreement without giving any reason immediately if the Photographer violates the Agreement or the Website Regulations by providing a notice to the Photographer's address registered on the Website or by email to the Photographer's email address registered on the Website.
13.8. The Photographer may request in writing to remove his Works from the Website at any time by sending information by post to the Camerleon correspondence address referred to in point 16.1. or by e-mail from your e-mail address registered on the Website to the Camerleon e-mail address referred to in point 16.1.
13.9. Both in the event of termination of the Agreement and a request to remove their Works, the Works may be on the Website for up to 30 days from the date of delivery of the termination of the Agreement or from the date of delivery of the request to remove the Work. Works that have been licensed to Licensees before the date of delivery of the notice of termination of the Agreement or the date of delivery of the request to remove the Work, or within 30 days from the date of their delivery, may remain on the Website for an indefinite period, but only for the purpose of making them available for re-downloading by Licensees who have obtained a license to use a given Work in the above period. Works that have been licensed through Distributors before they receive notice of termination or deletion of the Work, or within 30 days of receipt, as appropriate, may remain on the Distributors' websites for an indefinite period, but only for the purpose of being made available for re-download by licensees who obtained a license to use a given Work in the above period. Photographer acknowledges and accepts that Camerleon and Distributors will be able to license the Works until they are removed from their own websites. In addition, Photographer acknowledges and accepts that Works that have been licensed prior to removal from the Site or Distributors' websites will continue to be used by Licensees, in accordance with the provisions of the License Agreement or the provisions of the license agreements of Distributors. In addition, Camerleon and the Distributors retain the right to present, distribute and sell the Final Products manufactured or produced until the date of delivery of the notification to them of the termination of the Agreement or the removal of the Work, or created or produced, respectively, within 30 days of their receipt. After termination of the Agreement, the Photographer's account on the Website is deleted. After termination of the Agreement, the Photographer's Works, subject to the above sentences, are also removed from the Website.
13.10. Each license granted to Licensees to use the Works before the date of removal of the Works will be valid and binding regardless of the termination of the Agreement.
13.11. Photographer agrees to send notices and amendments to the Agreement in electronic form to his e-mail address registered on the Website.
13.12. Camerleon agrees for the Photographer to send electronic invoices without the issuer's signature to the Camerleon email address referred to in point 16.1.
13.13. Camerleon manages, at its own discretion, services for Users placed on the Website, including its functionalities and services offered on the Website, including for the needs of persons other than the Photographer.
13.14. In the event of a change in the entity administering the Website, the Agreement remains valid, and the new entity enters into the rights and obligations of the company OKUBIKO Ltd. with headquarters in Mysłowice, Jodłowa 2, 41-40 Mysłowice, registered under the KRS 0000830458, NIP: 2220917374, REGON 385612762 and becomes a party to the Agreement in its place on the day of commencing administration of the Website. This change does not require the approval of the Photographer.
14. Applicable law / Jurisdiction
THE AGREEMENT WILL BE INTERPRETED IN ACCORDANCE WITH POLISH LAW, AND DISPUTES WILL BE SETTLED BEFORE A POLISH COURT COMPETENT FOR OUR SEAT. THE OBLIGATORY LANGUAGE OF THE CONTRACT IS POLISH.
14.1. Any disputes regarding this Agreement and any legal actions or actions regarding the validity, interpretation and enforcement of this Agreement, issues arising or related to a breach of this Agreement shall be subject to resolution in accordance with Polish law, before the court competent for the seat of Camerleon. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
14.2. The Parties to the Agreement confirm that the Agreement as well as all other related documents, including notifications, will be made in writing in Polish. All their translations or any versions in a language other than Polish may be made solely for technical purposes. In the event of any inconsistencies between the Polish version and another version, the Polish version will prevail.
YOU ARE RESPONSIBLE FOR KEEPING YOUR WEBSITE USERNAME AND PASSWORD CONFIDENTIAL AND FOR THEIR UNAUTHORIZED USE
15.1. The photographer undertakes to make reasonable efforts to prevent disclosing the username and password for using the Website (or sending Files to the Website) to third parties.
15.2. Photographer undertakes to notify in writing to the Camerleon correspondence address referred to in point 16.1. or in electronic form to the Camerleon email address referred to in point 16.1. by sending a notification from your email address registered on the Website about any unauthorized access or need to update or remove access.
15.3. The Photographer is responsible for unauthorized access by a person using the username and password of the Photographer.
15.4. The Photographer understands that Camerleon uses the login and password as the only way to establish the Photographer's identity. Photographer agrees that he takes full personal responsibility for any action taken on the Website by any user logged on to the Website using the Photographer's unique login and password, including sending to the Website, as well as the consequences of any such action subject to the terms of this Agreement, and Website Regulations.
16. General provisions
NOTICES SHOULD BE DIRECTED TO THE CORRESPONDENCE ADDRESSES OF THE PARTIES OR TO E-MAIL ADDRESSES - RESPECTIVELY IN THE CASE OF CAMERLEON TO THE ADDRESSES AVAILABLE ON THE WEBSITE'S MAIN PAGE UNDER THE "CONTACT" LINK, AND IN THE CASE OF THE PHOTOGRAPHER TO THE ADDRESSES REGISTERED ON THE WEBSITE.
OUR ANSWERS TO INQUIRIES DO NOT CONSTITUTE LEGAL ADVICE.
16.1. Unless otherwise agreed in writing, all notifications required to be provided under the provisions of the Agreement will be delivered in writing, in person, by post or courier, to the Parties' correspondence addresses, i.e. in the case of Camerleon to the correspondence address indicated on the Website's main page under the "Contact" link, and in the case of the Photographer to the Photographer's address registered on the Website or in electronic form to the email addresses of the Parties, i.e. in the case of Camerleon to the e-mail address indicated on the Website's main page under the "Contact" link, in the case of the Photographer to the address Photographer's email address registered on the Website. If the Agreement stipulates that the Photographer sends information to the Camerleon email address, these messages should be sent by the Photographer from the Photographer's email address registered on the Website.
16.2. The User explicitly confirms that all information provided by Camerleon, its shareholders, members of its bodies and employees in response to questions regarding this Agreement or the Website Regulations or the use of Works are only an interpretation of this Agreement or Website Regulations and do not constitute legal advice. Camerleon cannot provide legal advice and expressly disclaims all liability for feedback provided in this regard.
17. Personal Data
YOU CONSENT TO THE PROCESSING OF YOUR PERSONAL DATA
18. Independence of contractors
THE AGREEMENT DOES NOT CREATE AN EMPLOYER-EMPLOYEE RELATIONSHIP BETWEEN US OR A JOINT VENTURE
18.1. The Agreement does not create an employer-employee relationship between the parties, nor a joint venture.
19. Transfer of rights
YOU CANNOT TRANSFER YOUR OBLIGATIONS ARISING FROM THE AGREEMENT TO ANY OTHER ENTITY WITHOUT OUR CONSENT
WE CAN TRANSFER OUR RIGHTS TO OTHER ENTITIES WITHOUT YOUR CONSENT
19.1. Photographer's obligations under the Agreement may not be transferred without Camerleon's prior written consent.
19.2. Camerleon may sub-license or transfer its rights and obligations under the Agreement (as well as from the License Agreement) to any third party without the consent of the Photographer.
20. Final provisions
IF THE COURT ANNULS ANY PROVISION OF THE AGREEMENT, IT DOES NOT INVALIDATE THE AGREEMENT
THE AGREEMENT REPLACES ALL PREVIOUS ARRANGEMENTS BETWEEN THE PARTIES
20.1. If the court finds any provision of the Agreement to be invalid, unenforceable or otherwise legally defective, the Agreement will be amended to the extent necessary for its proper performance in a way that most closely reflects the initial intentions of the parties to the Agreement, and the remaining provisions of the Agreement remain valid and enforceable.
20.2. This model of the Agreement is effective from June 20, 2020.
IN ADDITION, THE PHOTOGRAPHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND SOLE DOCUMENT CONTAINING THE ARRANGEMENTS BETWEEN THE PHOTOGRAPHER AND CAMERLEON AND SUPERSEDES ANY SUGGESTIONS OR PRIOR ARRANGEMENTS, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN THE PHOTOGRAPHER AND CAMERLEON REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.
We recommend that the Photographer print and keep this Agreement.