Terms and Conditions - Registered users

1. Background

1.1 Indieframe is an international online platform facilitator (hereinafter “Indieframe”, “we” or us”), providing a platform that enables registered users (hereinafter singular “User” and plural “Users”) to sell and buy photos and videos to other Users via Indieframe’s platform.

1.2 Our address is Flæsketorvet 68, 1711 København V, Denmark, and the owner is Indieframe ApS. Indieframe’s company registration number is 38164511. Indieframe can be contacted at info@indieframe.com.
1.3 These general terms and conditions (hereafter referred to as “Terms”) apply between Indieframe and the User for all use of our website, www.indieframe.com (hereinafter “Web”), and all use of our application for mobile devices (hereinafter “App”). By using the functionalities of Indieframe’s Web and App (hereinafter collectively called the “Platform”), you agree with the terms and conditions described in these Terms for using our Platform as described herein, and as may be amended from time to time by us.
1.4 Definition of Users:
1.4.1 There are two different type of Users on the Platform: “Reporter(s)” and “Buyer(s)”. The terms will have the meaning as described in the following: A Reporter is a private person, a semi-professional or a professional person, who creates and publishes content on the Platform, such as footages and stills of events, happenings etc. (hereinafter “Content”). In section 6 there is a list of type of Content that is prohibited to post and thus excepted from the definition of Content. A Buyer can be a private person, the media, press, journalists etc., who browses through the Content on the Platform, and purchases the Content on the terms described in section Error! Reference source not found..
1.5 Indieframe’s services are not available to persons under the age of 18, or to any Users previously suspended or removed from Indieframe.

2. Scope of terms
2.1 Indieframe has created a Platform that enables Reporters and Buyers to get in contact in order to sell and/or buy Content.
2.2 In order to use Indieframe, you must either sign in using a third party application log-in e.g. Facebook, or you can fill out a form and create a profile without a third party application log-in. If you create a profile using a third party application log-in, you authorize us to access and use certain account information from the third party application log-in, including but not limited to the following information: your basic profile information (name, profile picture, gender, age range), birthday, e-mail address, friends. The following information is received if you fill out the form: e-mail address, password, first name.
2.3 Users submitted to the Platform will then be introduced to Content uploaded by Reporters based on criteria provided by the User, such as geographical information.
2.4 With these Terms, the User is granted access to the Platform on terms and conditions set out in these Terms and in our Privacy Policy.

3.1 We grant a right to use the App by this license that is limited to a private, nontransferable, non-exclusive license to use the App on any device that the User owns or controls.

3.2 This license does not allow the User to use the App on any device that the User does not own or control, and the User may not distribute or make the App available over a network where it could be used by multiple devices at the same time. The User may not rent, lease, lend, sell, redistribute or sublicense the App.
3.3 The User may not copy (except as expressly permitted), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the App). Any attempt to do so is a violation of our rights. If the User breaches this restriction, the User may be subject to damages claims.

3.4 The Terms will govern any upgrades provided that they replace and/or supplement the original product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
3.5 We retain all rights, title, and interest in and to the App, including services and any updates. The User agrees to cooperate with us to maintain our ownership of the App, and, to the extent that the User becomes aware of any claims relating to the App, the User agrees to use reasonable efforts to promptly provide notice of any such claims to us.
4. Indieframe as Platform provider
4.1 The User is aware that the User’s use of Indieframe’s Platform is without any responsibility for Indieframe, as Indieframe is only providing the Platform as a service to enable Reporters and Buyers to get in touch with each other in order to sell and/or buy Content.
4.2 Indieframe is a Platform, and we are not obliged to provide any background check or qualification and no approval procedure, system or process towards the Users and/or the Content.
4.3 Indieframe is not responsible for any User conduct. Users must take all necessary precautions in all interactions with other Users.
4.4 In no event shall Indieframe be liable (directly or indirectly) for any losses and damages resulting from communications or transactions between Users. Users are encouraged to always check if the Content is in compliance with our Terms.
4.5 Indieframe is the sole owner of all rights to the Platform, functionalities of the Platform (hereinafter the “Functionalities”), trademark, domain, etc., and no rights other than necessary to legally and loyally using the Functionalities of the Platform shall be transferred to Users.

5. The User’s obligations
5.1 The User must at all times:
5.1.1 Provide Indieframe with correct account information of name, address and email address, etc.

5.1.2 Respect the restrictions and conditions applicable for the Users’ services via the Platform, and follow instructions from Indieframe, including but not limited to these Terms.
5.1.3 Avoid posting or transmitting any Content that is offensive, inappropriate or illegal, or otherwise in conflict with these Terms.
5.1.4 Comply with rules of conduct in the communication with the other Users. All visitors and Users of the Platform are encouraged to report to Indieframe any misconduct, harassment, threatening, offensive or otherwise inappropriate or illegal conduct, in communication, Content and other information.
5.1.5 Avoid uploading or transmitting any Content that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity).
5.2 Failure to comply with the above may resolve in our deactivation of User account and/or banishment from the Platform and/or the Functionalities with any notice or without notice at the sole discretion of Indieframe.
5.3 Using the Platform, the App or some of the Functionalities may be prohibited or restricted in certain countries. The User is responsible for complying with the laws and regulations of the territory from which the Platform is accessed or used.
6. Restrictions of what Content is allowed to upload and sell
6.1 The Reporter is responsible for ensuring that the uploaded Content complies with these Terms and all applicable laws, rules and regulations.
6.2 The Reporter may under no circumstances upload and/or sell Content such as the following (the list is not complete):
6.2.1 Content that infringes or violates anyone’s intellectual property rights;
6.2.2 Content that includes pornography;
6.2.3 Content encouraging illegal activity;
6.2.4 other Content that is illegal, or which would be in conflict with public order of good conduct to sell.

7. Platform functionalities
7.1 In order to gain access to the Functionalities the User has to sign up and register as a user of the Platform.
7.1.1 The User must apply basic information, e.g. username, name, and e-mail, country of origin and similar, which may all be received via third party application log-in or if the User fills out a form. The username will be displayed publicly. The User may sign in with third party application login. By doing so, the User authorizes us to access and use certain third party account information from that third party application, including but not limited to public profile.
7.2 The Reporter is solely responsible for the Content and information made available on the Platform or transmitted to other Users.
7.3 The User alone is responsible for all interactions with other Users or other third parties provided via or in connection with the Platform, or connected functionalities etc.
8. Restrictions in Use
8.1 No unintended commercial use of the Platform and connected Functionalities etc. is allowed for the User and such use may incur liability for the User.
8.2 All agreements – including agreements made via the Platform - between the Users and/or between Users and third parties are without relevance for Indieframe, who has no part or interest whatsoever in this.
8.3 Using the Platform or connected Functionalities for political, religious or criminal purpose is strictly prohibited, and may incur liability for the User. If such use is discovered or suspected, Indieframe will report to the relevant authorities and may terminate or suspend the User’s account, and/or banish the User from the site, the Platform and/or the Functionalities.
8.4 Indieframe is entitled to monitoring and/or reviewing any Content. Indieframe may at its own discretion edit and/or delete any Content, in whole or in part.
8.5 Indieframe will review and analyze the Content from time to time by using machine learning protocols, algorithms, services or otherwise. The machine learning protocols will recognize faces, buildings, locations, so it will be easier to handle rights and sales for the Reporter and the Buyer.

9. User Content
9.1 By the Reporter’s posting of Content, Indieframe is automatically granted a non-exclusive, worldwide, royalty-free, transferable, sub-licensable right and license to (i) use, reproduce, publicly display, distribute, copy, store, adapt, modify, make available and distribute the Content, and (ii) grant and authorize sublicenses of the foregoing in any format and media now known or hereafter created.
9.2 The rights and license in section 9.1, will only be used by Indieframe in order to provide the services in connection with the Platform.
9.3 The Reporter warrants that any posting and use of Content by Indieframe will not infringe or violate the rights of any third party.
9.4 The Reporter agrees that any Content uploaded on the Platform may be seen or viewed by other Users and persons visiting or participating in the Platform.
9.5 All Content on the Platform is the property of the Reporter, who uploaded the Content and is protected by intellectual property laws.
10. Third party rights
10.1 The Reporter warrants:
10.1.1 to hold all rights to the uploaded Content, and
10.1.2 that our use of the Reporters Content will not infringe or violate the rights of any third party.
11. Copyright Infringement
11.1 If you believe that Content on the Platform has been copied and posted on the Platform in a way that violates your copyright or intellectual property rights, please contact us at info@indieframe.com.
11.2 Indieframe acts quickly to respond and solve claims of copyright and IP infringement in accordance with Danish laws. Resultant action may include the removal or disablement of access to any material or link claimed to be infringing.

11.3 If we remove or disable access to Content in response to an infringement notice, we will make reasonable attempts to contact the owner of the affected Content. If you feel that your material does not constitute infringement, please email info@indieframe.com. If you are uncertain whether an activity constitutes infringement, we recommend seeking legal advice.
12. Transfer of rights
12.1 The User is not entitled to transfer the rights or obligations under these Terms to any third party without the prior written approval of Indieframe.
13. Payment
13.1 The User is entitled to register and use the Functionalities of the Platform free of charge. Features of the Web require payment, e.g. in connection with transactions between Users.
13.2 If a Buyer wants to buy Content from a Reporter, the Buyer shall pay the price displayed on the Platform via PayPal (hereinafter the “Payment”) directly to Indieframe.
13.3 Indieframe will keep 20 % of the Payment as a service fee for the Reporter’s use of Indieframes services.
13.4 Indieframe transfers 80 % of the Payment to the Reporter one time each month.
13.5 The User is responsible for complying with the tax laws and regulations of the territory from which the Payment has been made.
14. Refund Policy
14.1 You may ask for a refund of your purchase within 30 days from the purchase date. This is only possible if you are able to immediately remove all use of the purchased Content, and that you must provide a justifiable reason for your request. For refund wishes, please contact info@indieframe.com.

15. Maintenance and support
15.1 The User is responsible for installing any available updates to the App. We have no responsibility for incidents due to missing updates, or otherwise.
15.2 Third party terms may include terms and regulations regarding maintenance and support.
16. Reporter Warranty and indemnification
16.1 By uploading the Content to the Platform, the Reporter warrants to have all necessary permissions and rights to grant the licenses in these Terms.
16.2 The Reporter will indemnify and hold Indieframe harmless from any claim, demand, loss, damages arising out of or in connection with your breach of these Terms.
17. Indieframe’s Warranty
17.1 We do not provide any warranty unless specific and expressly stated.
17.2 Third party terms may include applicable disclaimers.
17.3 Indieframe offers no warranty, explicit or implied, regarding any Content, the Platform, the accuracy of any information, or any rights or licenses under this agreement including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, or non-infringement, or that the Platform or any services will be uninterrupted or error-free.
18. Liability limitation
18.1 Due to the nature of the services provided, in general no liability incurs with Indieframe, as any potential liability lies between the Users.
18.2 If in extraordinary cases Indieframe should be liable, such liability is limited in the following ways:
18.2.1 no indirect loss is covered, including but not limited to loss of data, revenue loss, edition sales, etc.;
18.2.2 damages are under any circumstances limited to DKK 1000;

18.2.3 only claims based on gross negligence or intent of Indieframe can be filed.
18.3 Indieframe is never liable for errors on the Platform, or underlying software, the services or any information provided by Users. The Platform and all its functionalities are provided to the User “as is”.
19. Duration and termination
19.1 These Terms are in force until either the User resigns from use of the Platform or Indieframe terminates the Terms. The Terms may be amended from time to time by Indieframe on our sole discretion and without notice. Users may resign by disabling their account at any time without notice.
19.2 Indieframe is entitled to terminate a User account immediately if the User violates the regulations of these Terms.
19.3 Indieframe’s rights to User Content shall not be affected by the termination of the Terms or a User account.
19.4 Termination of a User account does not relieve you from any obligation to pay any outstanding fees to Indieframe and/or other Users.
20. Changes
20.1 These Terms may from time to time be amended at Indieframe’s sole discretion. Users are bound by any changes to the Terms when using the Platform after changes have been posted.
20.2 An updated version of the Terms will at all time be available at www.indieframe.com.
21. Miscellaneous
21.1 If a section in the Terms is not enforceable, the unenforceability of that section will not affect any other sections of the Terms.
22. Law and venue
22.1 These Terms and any disputes arising hereof, or other disputes or claims arising out of or in connection with the use of the Platform shall be settled in accordance with Danish law by the City Court of Copenhagen, Denmark.