SHALLET – TERMS AND CONDITIONS

These Terms and Conditions and the Privacy Policy (together, this Agreement) set out the basis upon which Shallet Limited (Shallet, we and/or related terms such as us and our) the owner and operator of the Shallet e-commerce platform including the ShalletApp and the ShalletStock agency website www.shallet.org (together, the Shallet Service) agrees to provide the Shallet Service to a user (you and/or related terms such as your) in order to allow you for the purpose of your entertainment and as a hobby activity to:

(a) buy exploitation rights in a photograph displayed on the ShalletApp from another user who has uploaded that photograph;

(b) sell exploitation rights in a photograph displayed on the ShalletApp which has been uploaded by you to another user;

(c) receive a share of revenue generated from the licensing of those exploitation rights bought by you through the ShalletStock agency website by Shallet acting as your agent; and

(d) use such other functions that may from time to time form part of the Shallet Service.

In this Agreement, “exploitation rights” means the world wide right to copy, distribute, rent, lend, perform, show, communicate to the public or adapt and do all other acts as the owner of copyright may do for the full period of protection provided for by law and any renewals, revivals and extensions.

You must comply with all the terms of the Agreement when using the Shallet Service.

Please read this Agreement carefully before using the Shallet Service because the terms of this Agreement affect your legal rights and obligations, including your obligations to make payments in respect of VAT and other taxes.  You should print a copy of this Agreement for your records.  If you do not understand anything please contact us.

Do not confirm your acceptance on the signup page of the ShalletApp if you do not wish to be legally bound by this Agreement.

IMPORTANT NOTE: you are requesting that we supply the Shallet Service as soon as you accept this Agreement.  If you are an EU consumer you have the right to cancel this Agreement by sending us a letter or e-mail (see our contact details below) within 14 days of acceptance.  You can use the form below but do not have to.  You must still pay us our costs for providing the Shallet Service to you up to the date of cancellation.

To: Shallet Limited [address][email]

I hereby give notice that I cancel my contract for the supply of the following service: [__] ordered on [__]

Name of consumer: [__] Address of consumer: [__]

Signature of consumer (if on paper):

Date: [__]

The Shallet Service is for amateur photographers and other non-professional users who are using the Shallet Service for entertainment, as a hobby.  However, VAT applies to business activities and it is your responsibility to check the rules applicable to the country in which you reside and determine whether you are required to register for VAT purposes in that country.  Shallet takes no responsibility therefor.  If you are a commercial entity, are registered or required to register for VAT, or are otherwise in the business of producing and/or selling content, you are not entitled to register and/or use the Shallet Service for any purpose(s) (other than as a licensee under the ShalletStock agency website to which different terms apply).

Our registered office is at 240-241 High Holborn, London WC1V 7DN and we are registered in England & Wales with company number 10066333 with VAT registration number GB243 4409 23.

Version number 1 dated December 6, 2016

  1. These Terms And Conditions

1.1 If you do not agree to these Terms and Conditions and the rest of this Agreement you will be unable to use the Shallet Service.  This Agreement will form a binding legal contract between you and us.

1.2 We may need to change the terms of this Agreement from time to time.  We will try to avoid doing this often but if we decide to change the terms of this Agreement, we will let you know in accordance with Clause 10.2 below.  We will wherever possible provide you with 30 days’ notice of any changes.  If you do not agree to any such change(s), you must discontinue your use of the Shallet Service and this Agreement will terminate.  Please read the termination provisions in Clause 8 below carefully as some key provisions survive termination.  Your continued use of the Shallet Service will constitute your acceptance of the change(s).

1.3 From time to time updates to the ShalletApp may be issued through the app store via which you downloaded the ShalletApp.  Depending on the update, you may not be able to continue to use the Shallet Service until you have downloaded the update and accepted any new or revised terms.

1.4 You must be the owner of the device or obtain permission of the owner of the device on which you download the ShalletApp and access the Shallet Service.  You may be charged by your service provider for internet access on such device.  You are responsible, in accordance with the terms of this Agreement, for your use of the Shallet Service on or in relation to any device.

  1. Registration and Data

2.1 In order to use the Shallet Service you must register an account with Shallet via the ShalletApp. To be able to register and use the Shallet Service:

(a) you must be at least 18 years old (or the of age of majority in your country of residence if higher) and otherwise be able to enter into binding legal agreements;

(b) you must be an amateur photographer and/or non-professional user intending to use the ShalletApp purely as a hobby for entertainment; and

(c) it must otherwise be lawful for you to use the ShalletApp in your country of residence and in each other country in which you attempt to use the Shallet Service.

If you do not comply with these requirements you cannot register or use the Shallet Service.  You may only register for and hold 1 account.

2.2 Registering requires you to give us certain information about you, at the point of registration and/or later if requested, including your name, permanent home address in the country in which you usually live, and the full number of a mobile phone registered to you which includes a country code that matches the home address you provide.  In order to receive and make payments you will also need to provide certain financial information to us and/or our third party payment processor (see Clause 7.1 below).  You promise that this and the other information which you provide to us in connection with the Shallet Service (Your Data) is truthful, accurate and complete.  You must update Your Data in your account or, if this is not possible, let us know immediately if Your Data needs to be updated.

2.3 Your Data and other information which we receive or generate in connection with the Shallet Service may contain information about living individuals (Personal Data).  We will use Personal Data in accordance with the Privacy Policy.  It is important that you read the Privacy Policy before you register as it governs what we may do with your Personal Data.

2.4 Your Data may be used to determine the country in which you belong for VAT purposes (Home Country).  If there is any conflict between the various pieces of information regarding your Home Country comprised in Your Data, we reserve the right to request additional information from you such as a recent utility bill, and may withhold payment of any sums otherwise due to you until we are reasonably satisfied that your Home Country has been correctly identified.

2.5 Your name and surname may be viewed by all other users of the Shallet Service.  If you include your Personal Data in photographs which you upload to the Shallet Service this may be viewed by anyone using the Shallet Service or as part of any exploitation of that photograph.  Please do not include any Personal Data that you are not happy to be viewed so widely.

2.6 Your Shallet Service account is personal to you and your account and your rights to access and use the Shallet Service under this Agreement may not be transferred to, or used by, anyone else.  As part of the registration process you may select a password and user ID (generally your name and surname) (Passwords) to allow you to access your Shallet account and use the Shallet Service.  You must keep your Passwords secure.  They are for your personal use only.  If you think that your Passwords may have been disclosed to someone else you must contact us immediately.  If you delay in telling us or you are at fault in not protecting your Passwords you may be liable for any misuse or losses which arise.

2.7 Subject always to your compliance with the terms of this Agreement, Shallet hereby grants you permission to use the Shallet Service provided that:

(a) your use of the Shallet Service is solely for your own personal use and you therefore must not nor attempt to resell or charge others for use of or access to the Shallet Service or for any business purposes; and

(b) you must not nor attempt to duplicate, transfer, give access to, copy or distribute any part of the Shallet Service in any medium.

2.8 We may close accounts that have been inactive for a period of 12 months and this Agreement will terminate.

2.9 The Shallet Service may make use of location data sent from your device.  You can turn off this functionality at any time by turning off the location services settings for the ShalletApp on your device.  If you do not and continue to use the Shallet Service, you consent to the transmission, collection, maintenance, processing and use of your location data in order to provide and improve the Shallet Service.  You may withdraw this consent at any time by turning off the location services settings and/or ceasing to use the Shallet Service.

2.10 Where required by law or by our partners, such as our payment services provider, Shallet may at any time require you to provide evidence of government-issued photo or other ID in an approved form and reserves the right to suspend or terminate your Shallet account and/or your use of the Shallet Service if such ID is not provided to Shallet’s reasonable satisfaction.  You must co-operate with and pass all other identification, anti-money laundering or fraud-protection checks which we or our partners may operate.

  1. Buying and Selling Exploitation Rights

3.1 The aim of the Shallet Service is to allow amateur photographers and other non-professional users to benefit from the exploitation rights in their photographs.

3.2 The Shallet Service allows users to buy and sell exploitation rights in photographs displayed on the ShalletApp.  It is important to understand that Shallet is not a reseller or retailer of those rights.  We act only as a server provider of the ShalletApp enabling you to buy from and sell to other users.  We do not buy or sell the rights and, notwithstanding the mandate for the ShalletStock agency website in Clause 4 below, we do not act as your or any other user’s agent on the ShalletApp.

3.3 As set out in Clause 3.2 above, we are not a party to the sales of exploitation rights made under the trading rules set out below and accordingly you agree that:

(a) in each case, you will trade directly with the relevant other user although the transaction will be conducted on the ShalletApp;

(b) you are responsible for evaluating and selecting the photographs in which you wish to buy or sell exploitation rights and the other users with whom you wish to trade and for setting the price for the exploitation rights which you wish to sell, subject to the trading rules set out below and otherwise in accordance with this Agreement; and

(c) we do not select, vet or rate users nor make any promises about the number, identity or reliability of the users that use the Shallet Service nor the exploitation rights that they are selling or any other information about them.  Please use common sense and the same caution that you would use when buying and selling any other goods and services in the physical world.  It is also important that you read the provisions relating to our, your and other users liability in Clause 9.5 below carefully.

3.4 We do not make creative or commercial judgments about the photographs that can be displayed on the ShalletApp and subsequently licensed through the ShalletStock agency website (subject to the content and usage policy in Clause 6 below).  The Shallet Service relies on the willingness of users to buy exploitation rights in a photograph as being representative of its value.  Accordingly, only when 100% of the exploitation rights in a photograph displayed on the ShalletApp have been purchased, in accordance with the trading rules set out below, will that photograph and those exploitation rights be made available for licensing through the ShalletStock agency website.

3.5 You agree to the following trading rules of the ShalletApp:

(a) the exploitation rights in each photograph displayed on the ShalletApp shall be assigned a fixed financial value (€40, €100, €200, €500 or €2000) by the user uploading it (subject to (c) below);

(b) those exploitation rights shall then be split into 2 equal shares, each with a price of 50% of the above financial value, and made available for sale on the ShalletApp (e.g. 1 share in a €100 photograph will cost €50);

(c) in order for a user to upload a photograph to the ShalletApp and sell exploitation rights in that photograph, the user must first buy 1 share in the exploitation rights in an existing photograph already uploaded to the ShalletApp and the user must assign the same financial value to the uploaded photograph as was assigned to the existing photograph (e.g. if the user buys 1 share of rights costing €20, he or she will be entitled to assign a value of €40 to the photograph he or she uploads);

(d) when a user uploads a photograph to the ShalletApp the user will be prompted by the ShalletApp to contact friends to invite them to buy shares including through Facebook and other social media;

(e) a user can only buy 1 share in the exploitation rights in each photograph including where the user has uploaded the photograph to the ShalletApp when the user can only buy 1 share in the exploitation rights of that photograph;

(f) the user selling the exploitation rights in a photograph shall, subject to the Home Country having been correctly identified, be entitled to withdraw the revenue paid for each share at the assigned price net of a platform fee of 25% (inclusive of VAT) retained by Shallet through the cash out mechanism provided by the ShalletApp, except for in case where the user chooses to use such revenue for buying additional shares in the exploitation rights in other photographs uploaded to the ShalletApp.  Such revenue shall be paid to the user in accordance with Clause 7 below.  The ShalletApp allows you to check in real time on the status of all your revenues deriving from the sale of exploitation rights in photographs that you have uploaded to the ShalletApp;

(g) once both shares in the exploitation rights in a photograph have been sold the exploitation rights in that photograph will be made available for licensing through the ShalletStock agency website by Shallet acting as agent for the user(s) who bought the shares on the terms of the agency mandate set out in Clause 4 below;

(h) revenue collected by Shallet (less VAT or sales tax) from such licensing, in accordance with Clause 4 below, shall be shared equally between the 2 users (e.g. 50% each) who bought the shares net of an agency commission of 25% (inclusive of VAT) retained by Shallet.  Subject to the Home Country having been correctly identified, the users shall be entitled to withdraw such revenue through the cash out mechanism provided by the ShalletApp, except for in case where the users choose to use such revenue for buying additional shares in the exploitation rights in other photographs uploaded to the ShalletApp.  Such revenue shall be paid to the users in accordance with Clause 7 below.  The ShalletApp allows you to check in real time on the status of all your revenues deriving from the licensing through the ShalletStock agency website;

(i) if both of the 2 equal shares in the exploitation rights in a photograph remain unsold after a period of 6 months of their first being made available for sale on the ShalletApp then the user who uploaded that photograph may at any time whilst those rights continue to remain unsold request Shallet to replace that photograph with an alternative photograph provided that the exploitation rights in the alternative photograph must be assigned the same financial value as its predecessor and to which these trading rules shall then apply (a photograph can be further replaced after a period of 6 months in accordance with this sub-Clause an unlimited number of times whilst both shares in its exploitation rights remain unsold); and

(j) the shares in exploitation rights in photographs displayed on the ShalletApp are divisible co-ownership of the copyright subsisting in those photographs which users of the ShalletApp shall hold in accordance with and subject to, and users shall not nor attempt to further trade, transfer or encumber in any way which may restrict or conflict with the operation of, these trading rules and the terms of the agency mandate set out in Clause 4 below.

Please do not use the ShalletApp unless you are willing to transfer and receive ownership in copyright in accordance with the above trading rules and the other terms of this Agreement.  If you have any questions about the exploitation rights, your copyright ownership or the trading rules please contact us.

3.6 You will enter into a legally binding contract when you buy or sell on the ShalletApp:

(a) if selling on the ShalletApp, you will be deemed to be willing to commit to a transaction by uploading your photograph on the ShalletApp and so making it available for sale in accordance with the above trading rules.  You will only be able to request a removal of your photograph in accordance with sub-Clause 3.5(i) above.  Do not upload a photograph if you do not wish to commit to sell it; and

(b) if buying on the ShalletApp, you will be deemed to have committed to a transaction by clicking the buy/confirm button on the ShalletApp (even if your payment details are subsequently requested e.g. because your credit card details are not saved).  Do not click the buy/confirm button if you do not wish to buy.

The timings of all transactions which take place using the ShalletApp will be logged in our records.  Shallet reserves the right to monitor all payments and transactions conducted.

3.7 You must pay for the shares in exploitation rights which you agree to buy, and receive payment for the exploitation rights which you agree to sell, through the Shallet Service only.  You must not use the ShalletApp in connection with any trading activity other than in relation to exploitation rights, as set out in the trading rules above, or which involves the sending or receipt of payment outside of the Shallet Service.  You must not nor attempt to divert, manipulate or influence any transaction conducted by other users on the Shallet Service.

3.8 The 25% platform fee and 25% agency commission referred to above represent your payment to us for the provision of the Shallet Service to you.  If your Home Country is in an EU member state, both the fee and the commission will include a VAT element calculated at the rate applicable in that state.  If you are a resident outside the EU for the purposes of the VAT place of establishment rules, an equivalent sales tax may be included as appropriate.

3.9 As a non-business person it is assumed that you are not required to charge any VAT or sales tax to other users in respect of any sales of exploitation rights in photographs uploaded by you, or to any person in respect of the licensing of exploitation rights through the ShalletStock agency website.  If, however, you are required by law to charge or account for VAT in respect of any supplies you are treated as making for VAT purposes as a result of using the ShalletApp, or otherwise Shallet is treated as liable for any VAT on the sale of your exploitation rights:

(a) all amounts payable to you under these terms and conditions are to be treated as inclusive of any such VAT, and

(b) we shall be entitled to recover from you, including by making a further deduction from amounts which would otherwise be payable to you, an amount equal to any VAT which we are liable to pay or account for as result of being deemed to have made or received a supply of the exploitation rights in those photographs.

  1. Agency Mandate

4.1 All users of the ShalletApp agree to appoint Shallet as their sales agent for the licensing of shares in exploitation rights in photographs displayed on the ShalletApp subject to and in accordance with the terms of this Clause 4.

4.2 You agree to the following terms of the agency mandate granted to Shallet:

(a) Shallet is appointed as your exclusive sales agent to promote the availability of, and to enter into, licences of your share of the exploitation rights in photographs with third parties on your behalf through the ShalletStock agency website;

(b) Shallet shall only act as sales agent in relation to the exploitation rights in photographs displayed on the ShalletApp which are selected in accordance with sub-Clauses 3.5(c) and (g) in the trading rules above;

(c) Shallet is appointed on an exclusive basis and you must not, nor attempt to, do anything that may restrict or conflict with this agency mandate;

(d) Shallet may promote and enter into licences of the exploitation rights at such price, and on such terms, and with such third parties, as we think appropriate at our discretion without approval or consultation with you.  This may include licence packages in respect of a collection of photographs and for an unlimited period of time in return for a fixed fee.  The licences we offer may change from time to time.  Further details of the current licences that are offered by Shallet are available on the ShalletStock agency website;

(e) Shallet shall apply such tracking, recording and rights management systems as we think appropriate at our discretion in order to measure use and enforce licence terms provided that:

(i) since no such systems can always be accurate and effective Shallet does not promise that the systems we use or the information they generate will be free of faults, errors or omissions but you agree that you and Shallet shall rely upon them; and

(ii) given the prevalence of the unauthorised use of digital content Shallet cannot and shall not be responsible for any misuse of exploitation rights that occurs and Shallet cannot and does not promise that such unauthorised use will not occur;

(f) Shallet shall report to you on licensing and use through the ShalletStock agency website on the basis of information provided under (e) and account to you for your share of revenue received by Shallet (less VAT or sales tax) from such licensing, in accordance with sub-Clauses (g) and (h) of the trading rules above, net of an agency commission of 25% (inclusive of VAT) retained by Shallet;

(g) Shallet does not promise that we will be able to enter into any licences on your behalf or generate any revenue for you or promote your rights in any particular way;

(h) Shallet is granted by you an exclusive worldwide licence of all such rights as are necessary or desirable to advertise, market and promote the exploitation rights and the ShalletStock agency website in any and all media including to display copies of the photographs and to use your name and other details and to otherwise manage such rights and content;

(i) this agency mandate which you have granted to Shallet continues initially for so long as:

(i) you remain a user of the ShalletApp under this Agreement; or

(ii) any longer period that another user who also holds a share in the exploitation rights of a photograph in which you hold a share remains a user of the ShalletApp under this Agreement; and

then after the longer of (i) or (ii) we can continue for a further period of 1 year (e.g. if this Agreement terminates but the equivalent Agreement of the other user does not (or vice versa) Shallet’s sales agency can continue and shall only end 1 year after the Agreements of both users have ended) but subject always to the provisions of Clauses 5.4, 6.3, 8.2 and 9.5 relating to the permanent removal of photographs from the ShalletApp and/or the ShalletStock agency website; and

(j) any licences granted during the above term of the agency mandate shall continue in accordance with their terms notwithstanding termination of the agency mandate provided that you and Shallet shall remain entitled to your share of revenue payable from that licence hereunder but subject to the provisions of Clause 8.3 below.

4.3 Shallet will use reasonable endeavours to avoid licensing use in connection with obscene, deceptive, defamatory or unlawful activities but cannot promise that uses which are licensed will not be considered controversial, sensitive or offensive whether by you or other persons.

4.4 Any VAT invoices required to be issued to the licensees shall be issued by Shallet as your agent acting in its own name, and where VAT is accountable by Shallet acting as agent on the revenue from the licensing, such VAT shall be charged to the licensees in addition.

  1. Intellectual Property Rights

5.1 In addition to the agency mandate in Clause 4 above, you grant to us the right to do all such acts in relation to the photographs which you upload to, and any other content, data or information which you make available for display on, the ShalletApp as may be necessary or desirable in order for us to operate the Shallet Services.  We may sub-licence that right to other users and to our suppliers, technology partners and other persons in the course of operating the Shallet Services.

5.2 The Shallet Service is not a storage service and we cannot and do not provide back-up copies of photographs which you upload or any other content, data or information provided to us.  We recommend that you make your own separate storage and back-up arrangements for such material.

5.3 By entering into this Agreement you promise to us that when you upload a photograph to the ShalletApp and provide any other content, data or information to us:

(a) you are fully entitled to do so and are free and able without restriction to make available the exploitation rights in the photograph:

(i) for sale and transfer in accordance with the trading rules set out in Clause 3 above and the other terms and conditions of this Agreement; and

(ii) for licensing in accordance with the agency mandate set out in Clause 4 above;

and that the foregoing, as well as our or our sub-licensees use of any other content, data or information you provide to us, will not infringe the rights of, and cannot be prevented by, any other person.  Please note that if you have already made a photograph available for other people to use, including by posting it in social media, you will not be able to comply with the requirements above and you should not upload it to the ShalletApp;

(b) the photograph, and any other content, data or information, can be edited, rearranged and otherwise dealt with in any way without restriction and accordingly you waive and/or agree not to assert all so-called “moral rights”, or any equivalent or similar rights in any territory, in such material; and

(c) you have obtained and can provide on request in writing all agreements, consents, waivers, releases and permissions from third parties who appear in or may have rights over such material as may be necessary or desirable to permit the foregoing.

YOUR REQUIRED COMPLIANCE WITH THE ABOVE IS AN IMPORTANT LEGAL OBLIGATION AND YOU SHOULD CONSIDER IT CAREFULLY.  You should only ever upload photographs and provide content, data or information to us in which you are willing and able to grant the above rights.  If you have any questions about the above please contact us.

5.4 If you breach Clause 5.3 above you will be in breach of this Agreement and in addition to our rights of termination of the Agreement under Clause 8 below:

(a) photograph(s) which you have uploaded to the ShalletApp may be immediately and permanently removed from the ShalletApp and/or the ShalletStock agency website at our discretion;

(b) you may be required to immediately re-pay any moneys received from the sale of exploitation rights in photograph(s) which you have uploaded to the ShalletApp and from the licensing of the exploitation rights in those photograph(s) through the ShalletStock agency website;

(c) you must pay for any costs, expenses or liabilities that we may incur as a result and we may retain any moneys that would otherwise be payable to you under this Agreement; and

(d) you may have additional legal liability, not just to us, but also to other users including those who have purchased shares in the exploitation rights in photograph(s) which you have uploaded to the ShalletApp, our sub-licensees who have entered into licences of the exploitation rights in those photograph(s) through the ShalletStock agency website and other third parties including as set out in Clause 9.5 below.

5.5 As between you and us, you agree that all rights (including all intellectual property or related rights) in the Shallet Service, with the exception of your photographs and content, data or information (in which we have the rights granted above and in Clause 4), throughout the world are owned by us.  You are granted a non-exclusive, non-transferable licence of such rights solely to the extent that this is reasonably necessary for your own personal use of the Shallet Service in accordance with this Agreement.  Decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software in the Shallet Service into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software, is prohibited except to the extent permitted by law.  If you need information on interoperability or your rights please contact us.

5.6 Shallet reserves to Shallet and our licensors all rights in and to the Shallet Service not expressly granted to you in this Agreement.

5.7 The Shallet name and trade marks (including all related branding, logos and domain names) are the sole and exclusive property of Shallet.

5.8 Anyone who believes that their intellectual property rights are infringed by any material on the Shallet Service should contact us and provide us with all relevant information in writing including:

(a) identification of the material which is claimed to infringe and its location on the Shallet Service;

(b) which rights are claimed to be infringed by that material; and

(c) the complainant’s full contact details (including physical address, telephone number, and email address).

Without prejudice to our legal rights, further information and actions may be requested before steps can be taken by Shallet.

  1. Content and Usage Policy

6.1 Notwithstanding Clause 3.4 above, we reserve the right to determine what types of photographs can be uploaded and displayed, and the exploitation rights of which made available for sale on the ShalletApp, as well as to control the conduct of users of the Shallet Service.  Accordingly we have established the content and usage policy set out in this Clause 6.

6.2 You agree to the following terms:

(a) photographs which you upload to the ShalletApp or any other content, data or information which you provide to us must not:

(i) be pornographic or obscene;

(ii) defame or denigrate other persons;

(iii) infringe privacy, data protection law or rights of publicity or confidentiality;

(iv) incite racial or religious hatred;

(v) be unlawful or encourage unlawful activity including terrorism or crime;

(vi) directly advertise or promote business, political or religious activities;

(vii) portray underage persons; or

(viii) portray faces of human beings;

(b) you must use the Shallet Service in a lawful manner and in accordance with this Agreement;

(c) you must not attempt to interfere with or disrupt the normal operation of the Shallet Service;

(d) you must comply in all respects with data protection law that may be relevant to you;

(e) you must co-operate with all identification, anti-money laundering, fraud-protection and any other security checks which we and/or our suppliers, technology partners and other persons may require in the course of operating the Shallet Services;

(f) you must notify Shallet immediately of any breach of security or unauthorised use of the Shallet Service of which you become aware; and

(g) you must not use the Shallet Service:

(i) in any unlawful manner or in any manner inconsistent with this Agreement or our policies, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Shallet Service or any operating system or in any manner that could threaten the security or integrity of the Shallet Service;

(ii) through any automated means or in an manner that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

(iii) to collect or harvest any information or data from any user or our systems or attempt to interfere with any transmissions to or from the servers running the Shallet Service;

(iv) for any commercial or business activity including to send spam or other unsolicited or bulk communications or any form of commercial communications or marketing; or

(v) to make unauthorised use, copying, or distribution of content obtained via the Shallet Service or to transmit counterfeit or pirated material nor otherwise infringe the intellectual property or related rights of Shallet or any third party.

YOUR REQUIRED COMPLIANCE WITH THE ABOVE IS AN IMPORTANT LEGAL OBLIGATION AND YOU SHOULD CONSIDER IT CAREFULLY.  You should only ever upload photographs, provide content, data or information to us and otherwise use the Shallet Service in accordance with the content and usage policy.  If you have any questions about the above please contact us.

6.3 If you breach Clause 6.2 above you will be in breach of this Agreement and in addition to our rights of termination of the Agreement under Clause 8 below:

(a) photograph(s) which you have uploaded to the ShalletApp may be immediately and permanently removed from the ShalletApp and/or the ShalletStock agency website at our discretion;

(b) you may be required to immediately re-pay any moneys received from the sale of exploitation rights in photograph(s) which you have uploaded to the ShalletApp and from the licensing of the exploitation rights in those photograph(s) through the ShalletStock agency website;

(c) you must pay for any costs, expenses or liabilities that we may incur as a result and we may retain any moneys that would otherwise be payable to you under this Agreement; and

(d) you may have additional legal liability, not just to us, but also to other users including those who have purchased shares in the exploitation rights in photograph(s) which you have uploaded to the ShalletApp, our sub-licensees who have entered into licences of the exploitation rights in those photograph(s) through the ShalletStock agency website and other third parties including as set out in Clause 9.5 below.

6.4 We shall determine compliance with the content and usage policy at our sole discretion, acting reasonably.  We may report non-compliance to the police, law enforcement agencies and other third parties.  We may disable and/or delete any photographs which you upload to the ShalletApp or any other content, data or information which you provide to us which we believe are not in compliance with the content and usage policy and the provisions of Clause 8.4 below may apply while we consider any potential breach.

6.5 We may (but do not promise that we will) use technical means to enforce the content and usage policy.  By using the Shallet Service, you consent to us collecting and using technical information about the devices and related operating software via which you use the Shallet Service in order to improve the Shallet Service in accordance with our Privacy Policy.

6.6 Anyone who believes that material or activity on the Shallet Service breaches the content and usage policy should contact us and provide us with all relevant information in writing including:

(a) identification of the material or activity which is claimed to be in breach of the policy and its location or occurrence on the Shallet Service;

(b) how and why it is claimed to breach the policy; and

(c) the complainant’s full contact details (including physical address, telephone number, and email address).

Without prejudice to our legal rights, further information and actions may be requested before steps can be taken by Shallet.

  1. Payment

7.1 When you buy and/or sell through the Shallet Service you must make and/or receive payments through the payment functionality enabled within the ShalletApp and/or the ShalletStock agency website.  Shallet uses a third party payment services provider to enable users to make and receive payments through the Shallet Service.  This will require you to have a compatible credit card or other account and to provide certain account and other information to ensure your payments can be made and received.  For more details about payment services please see the relevant page of the ShalletApp and the ShalletStock agency website.  Separate terms and conditions Neteller, Sparkling apply to the provision of those services to you by the third party provider.  Please read those terms and conditions carefully before using the Shallet Service.  If you do not understand anything please contact us.  We reserve the right to change the third party provider or the payment and/or billing methods at any time upon notice to you in accordance with Clause 10.2.

7.2 All payments which you make and receive using the Shallet Service shall be in Euros only and you will be responsible at your cost for all currency fees or charges payable for any necessary currency exchange.

7.3 The timings of all transactions which take place using the Shallet Service may be logged in our records and those of the third party payment services provider.  You should be aware that any suspicious activity may be blocked, flagged for internal review and/or notified to the relevant authorities.

7.4 We (or the third party payment services provider on our behalf) reserve the right to deduct any applicable taxes from any payments due to you under this Agreement as may be required by law.  You remain responsible for all taxes which are payable as a result of any payment you make or revenue you receive as a result of your using the Shallet Service.

7.5 The Shallet Service may give a user the option to donate to one of the charities selected by Shallet a percentage of the revenue payable to that user from sales of the shares in the exploitation rights in photographs uploaded by that user on the ShalletApp.  Further details of this option will be set out in the ShalletApp.  By selecting that option you will be agreeing to a permanent and non-reversible transfer of that money to the charity.  Payment to the charity will be deemed to fulfil our obligations to you in respect of that money.

  1. Termination and Suspension

8.1 Subject always to Clause 8.3, you may terminate this Agreement at any time by cancelling your account by immediate notice provided to us in accordance with Clause 10.2 or using any specific termination option in the ShalletApp that we may make available.

8.2 Subject always to Clause 8.3, we may terminate this Agreement on immediate notice provided to you in accordance with Clause 10.2 if:

(a) you are in material or persistent breach of any provision of this Agreement; or

(b) we intend to cease providing the Shallet Service (in whole or in part);

and photograph(s) which you have uploaded to the ShalletApp may be immediately and permanently removed from the ShalletApp and/or the ShalletStock agency website at our discretion.

8.3 Termination of this Agreement:

(a) will mean that you will no longer be able to access and use the Shallet Service to buy exploitation rights and/or upload photographs;

(b) shall be without prejudice to the following provisions (except to the extent that they are no longer relevant because we have permanently removed a photograph from the ShalletApp and/or the ShalletStock agency website under Clauses 5.4, 6.3 and 8.2 above):

(i) sub-Clauses 4.2(i) and (j) of the agency mandate which shall survive termination in accordance with their terms; and

(ii) our right, but not an obligation, to continue to sell the exploitation rights in respect of photographs which you have uploaded prior to termination in accordance with this Agreement subject to payment to you under the trading rules in Clause 3 above;

provided that we shall not be required to make any payment to you to the extent that it is necessary or prudent for us to retain moneys in respect of disputes, potential liabilities or for legal or regulatory reasons; and

(c) will require you to immediately delete or remove the ShalletApp from your device when there is no further need to access your account under (b) above.

8.4 Shallet may at any time suspend with immediate effect the provision to you of all or any element(s) of the Shallet Service in the event that you fail to comply with any provision set out in this Agreement or and/or if Shallet otherwise considers it necessary to protect the security and integrity of the Shallet Service or to comply with its legal obligations.

  1. Liability

9.1 We will use reasonable care and skill in providing the Shallet Service but we cannot promise that the provision of the Shallet Service will be uninterrupted or will be free of faults, errors or omissions.  We will give you as much notice as we can of any service interruptions, for instance when it is necessary to carry out planned maintenance work but we cannot provide formal service level commitments. Accordingly the Shallet Service may not meet your particular requirements and you may wish to consider alternative solutions which may involve additional cost.

9.2 We will compensate you for any loss or damage you suffer if we fail to carry out any of our obligations under this Agreement to a reasonable standard or if we breach any duties imposed on us by law BUT WE SHALL HAVE NO LIABILITY TO YOU if that failure is attributable to:

(a) your own fault including due to your breach of this Agreement;

(b) any fraudulent activity or misrepresentation by you;

(c) a third party unconnected with our performance of this Agreement; or

(d) any other event(s) which neither we nor our contractors or partners could have foreseen or forestalled even if we or they had taken reasonable care.

9.3 As the Shallet Service is for personal and non-professional use only we shall not be liable for any loss of profit or goodwill or business-related costs, losses or liabilities of any kind.

9.4 Notwithstanding the above, we do not exclude our liability for death or personal injury caused by our negligence or any other liability the limitation or exclusion of which is prohibited by law.

9.5 THE PROVISIONS REGARDING INTELLECTUAL PROPERTY RIGHTS AND THE CONTENT AND USAGE POLICY IN CLAUSES 5 AND 6 ABOVE ARE IMPORTANT LEGAL OBLIGATIONS. As set out in Clauses 5.4 and 6.3, if you do not comply with these provisions:

(a) we may take action against you; and

(b) other users including those who have purchased shares in exploitation rights in photograph(s) which you have uploaded to the ShalletApp, our sub-licensees who enter into licences of the exploitation rights in those photograph(s) through the ShalletStock agency website and other third parties (together, the “Additional Parties”) may also take action against you.

You must compensate us and you also promise to compensate the Additional Parties for any loss or damage that we or the Additional Parties may suffer arising out of your breach of the provisions regarding intellectual property rights and the content and usage policy in Clauses 5 and 6 and for any other breach of this Agreement, improper use of the Shallet Service and/or breach of any law or the rights of a third party by you.

If you purchase exploitation rights in a photograph uploaded to the ShalletApp by a user who has breached the provisions regarding intellectual property rights and the content and usage policy in Clauses 5 and 6 in their Agreement with us, or if we terminate our Agreement with them for any other breach by them, that photograph may be immediately and permanently removed by us from the ShalletApp and/or the ShalletStock agency website.

In such circumstances and provided that you are not in breach of this Agreement then, without prejudice to the provisions of this Agreement that make clear we are not a party to your purchase nor responsible for the seller (including Clauses 3.2 and 3.3 above) we will offer you exploitation rights in other photograph(s) which we will make available on the ShalletApp and/or ShalletStock agency website which we deem at our discretion to be a reasonable replacement for the removed photograph(s).

  1. General Terms

10.1 Shallet reserves the right to discontinue all or any aspect of the Shallet Service at any time.

10.2 Unless otherwise specified, any notices that you are required to give us under this Agreement should be sent to [to be confirmed].  We will send any notices that we are required to give you under this Agreement by email to the email address which you have provided to us provided that if we reasonably believe we are unable to make contact with you by email we may also do so by placing a notice on to the ShalletApp and the ShalletStock agency website.

10.3 We may transfer our rights and obligations under this Agreement to another organisation, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under this Agreement.  We will wherever possible provide you with prior notice.

10.4 This contract is between you and us.  No other person shall have any rights to enforce any of its terms. Please note, however, that provision of the third party payment processing services is subject to separate terms and conditions.

10.5 Each of the paragraphs of this Agreement operates separately.  If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

10.6 We intend to rely upon the written terms set out in this Agreement (as amended in accordance with Clause 1 above) as the entire understanding between us relating to the Shallet Service.  If you and we agree any other changes, please make sure that you request that these are confirmed in writing.  That way we can avoid any problems surrounding what we or you are expected to do under this Agreement.

10.7 If we fail to insist that you perform any of your obligations under this Agreement or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have given up our rights against you and will not mean that you do not have to comply with those obligations.  If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

10.8 We cannot be responsible for any failure or delay in providing the Shallet Service because of factors which could be reasonably considered outside our control such as public communications network performance, congestion and connectivity, the performance of your handset or other equipment and unpredictable events such as adverse weather conditions or technical failures (including where such technical failures are as a result of the activity of hackers) which might disrupt our business despite our reasonable preventative measures and steps to overcome them.

10.9 In these terms “VAT” means value added tax goods and services tax and any equivalent or similar tax in any jurisdiction.

  1. Disputes

11.1 We cannot and do not judge or arbitrate disputes between users of the Shallet Service or between users and third parties.  You must settle any disputes directly with other users and third parties.  If a user has breached this Agreement with us we may, but do not undertake to, take action in respect of that.  Users are advised to moderate their use of the Shallet Service accordingly.

11.2 We will to try and solve any problems or disagreements regarding our provisions of the Shallet Service quickly and efficiently.  If you are not happy with the way we deal with any disagreement you and we may agree to refer the matter to arbitration (https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=EN) but you and we are not restricted from bringing court proceedings.

11.3 This Agreement is governed by English law and you and we agree to submit to the non-exclusive jurisdiction of the English Courts.  This means that if you or we are able to bring a legal action relating to this Agreement an acceptable court to do this would be a court located in England, but you or we may also elect to bring an action in another country if this is accepted by its courts.  If you are entering into this agreement as a consumer in the EU such a court is likely to be your country of residence.  In the latter case English law will still apply subject to any mandatory local law applicable in your country.

Shallet Limited is a U.K. private limited company

Address: 240-241 High Holborn London,
WC1V 7DN

Company’s registration number: 10066333

VAT number: 243 4409 23

Contact: support@shallet.org