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 upload and sell photos and videos to other Users via IndieFrame’s platform.

1.2 Our address is Flæsketorvet 68, 1711 København V, Denmark, and the Platform is owned by IndieFrame ApSIndieFrame’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/or App (hereinafter collectively called the “Platform”), the User agrees 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:

1.4.1.1 Reporter is a private person, a semi-professional or a professional person, who creates and publishes content on the Platform, such as video or photographs (hereinafter “Content”). Specific terms regarding Reporters are laid out in Section II.

1.4.1.2 Buyer can be a private person, a media company, journalist or other, who browses through the Content on the Platform, and purchases rights to use some Content. The license terms for such use is described in Section III

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.

1.6 These Terms have are divided into three sub-sections; Section I concerning general user terms, Section II concerning Reporters and Section III concerning  Buyer’s License to Content.

Section I 

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 our Platform, the User must either sign in using a third party application log-in, e.g. Facebook, or fill out a form and create a profile without a third party application log-in. If the User creates a profile using a third party application log-in, the User authorizes us to access and use certain account information from the third party application log-in, including but not limited to the following information: basic profile information (name, profile picture, gender, age range), birthday, e-mail address, friends.  The following information is received if the User fill out the form: e-mail address, username, password, country of origin and birthday. See our Privacy Policy for the visibility management of this information.

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 By accepting these Terms, the User acknowledges that he has read, understood and accepted to be bound by all other related terms and agreements with IndieFrame, such as our Privacy Policy.

3. App license

3.1 IndieFrame grants the User a right to use the App by this license that is limited to a private, non-transferable, 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 that 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 the 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 provider only, 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. We may though at our sole discretion from time to time perform validation of Content and/or Users in any way and to such extent that we desire.

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 and applicable laws and regulations, including but not limited to copyright rules, restrictions in use, VAT and payment regulations.

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 e-mail 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. Platform functionalities

6.1 In order to gain access to the Functionalities the User has to sign up and register as a User of the Platform.

6.1.1 The User must apply basic information, e.g. username, name, and e-mail, country of origin, birthday and similar, which may all be received via third party application log-in or by filling 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.

6.2 The Reporter is solely responsible for the Content and information made available on the Platform or transmitted to other Users.

6.3 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.

7. Restrictions in use of the Platform 

7.1 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.

7.2 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.

7.3 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 some of the Functionalities.

7.4 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.

7.5 IndieFrame may 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, in order to improve handling of rights and sales for the Reporter and the Buyer.   

8. Copyright Infringement

8.1 If you believe that Content on the Platform has been copied and posted on the Platform in a way that violates your copyright or other intellectual property rights, please contact us at info@indieframe.com.

8.2 IndieFrame acts quickly to respond and solve claims of copyright and intellectual property 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.

8.3 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.comIf you are uncertain whether an activity constitutes infringement, we recommend seeking legal advice.

9. Transfer of rights 

9.1 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.   

9.2 When purchasing Content from a Reporter, a Buyer obtains the right to use the Content once, the Content remaining to property of the Reporter. Special and ad hoc agreements can be reached between the Buyer and the Reporter for the purchase of exclusive rights.

10. Payment

10.1 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.

10.2 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”). After the Buyer has made the Payment, IndieFrame will send a receipt of the Payment to the Buyer’s e-mail address.

10.3 In return for the Reporter’s sale of Content through IndieFrame’s Platform, the Reporter is entitled to a license fee of 80 % of the Payment for the Reporter’s Content (hereinafter the “License Fee”).

10.4 IndieFrame will provide the Reporter with relevant information about Buyers and Buyer’s Payments within 3 weeks after the Payment has been made.

10.5 IndieFrame will initiate payment of the License Fee to the Reporter within 30 business days after receiving an invoice with the correct amount and reference.

11.         Taxes and VAT

The User is responsible for all use, sales, value-added and similar taxes, duties and VAT imposed by any governing authority in any jurisdiction in connection with its use of the Platform.

12. Maintenance and support

12.1 The User is responsible for installing any available updates to the App. We have no responsibility for incidents due to missing updates, or otherwise.

12.2 Third party terms may include terms and regulations regarding maintenance and support.

13. IndieFrame’s Warranty

13.1 We do not provide any warranty unless specific and expressly stated.

13.2 Third party terms may include applicable disclaimers.

13.3 IndieFrame underlines that it 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.

14. Liability limitation

14.1 Due to the nature of the services provided, in general no liability incurs with IndieFrame, as any potential liability lies between the Users.

14.2 IndieFrame may implement third party libraries to operate and improve the platform. These third party libraries have their own licenses, for which IndieFrame cannot be liable.

14.3 If in extraordinary cases IndieFrame should be liable, such liability is limited in the following ways:

14.3.1 no indirect loss is covered, including but not limited to loss of data, revenue loss, edition sales, etc.;

14.3.2 damages are under any circumstances limited to DKK 1000;

14.3.3 only claims based on gross negligence or intent of IndieFrame can be filed.

14.4 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”.

14.5 The limitations and exclusions in this section 14 apply to the maximum extent permitted by applicable law.

15. Duration and Termination

15.1 These Terms are in force until either the User resigns from use of the Platform or IndieFrame terminates the User’s account or these Terms. Users may resign by disabling their account at any time without notice, resulting in the deletion of the User’s profile and activity on the Platform. IndieFrame may keep and use information necessary to operate and improve the Platform (such as user ID and email address).

15.2 IndieFrame is entitled to terminate a User account immediately if the User violates the regulations of these Terms.

15.3 IndieFrame’s rights to User Content shall not be affected by the termination of the Terms or a User account.

15.4 Termination of a User account does not relieve you from any obligation to pay any outstanding fees to IndieFrame and/or other Users or other obligations under any other agreement that has not been specifically terminated, such as the User Terms, Privacy Policy or License Terms.

16. Changes

16.1 These Terms – including but not limited to terms under subsections II, III - may from time to time be amended at IndieFrame’s sole discretion, followed by a notification to the Users. Users are bound by any changes to the Terms when using the Platform after changes have been posted.

16.2 An updated version of the Terms will at all time be available at www.indieframe.com.

17. Miscellaneous

If a section in the Terms is not enforceable, the unenforceability of that section will not affect any other sections of the Terms.

18. Law and venue

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

Section II

19. Reporter Terms

This Section II applies to Reporters for uploading, submitting any content on our Platform (hereinafter “Reporter Terms”), in addition to applicable terms from other sections of these Terms.

20. Intellectual Property Rights

By uploading the Content to the Platform, the Reporter warrants that he owns and hold all rights, title and interest to the Content, including all intellectual property rights, such as copyrights, trademarks, rights of privacy, rights of publicity, moral rights etc. (hereinafter referred to as “Intellectual Property Rights”).

21. Third Party Rights

The Reporter warrants that IndieFrame’s use of the Content uploaded by the Reporter will not infringe or violate the rights of any third party.

22. Model and/or Property release 

If the Content contains identifiable persons (including voiceovers in videos), logos or protected trademarks, distinctive property protected by intellectual property rights i.e., the Reporter warrants that he has obtained all necessary releases or agreements, such as a model and/or property release. A valid model release is required for each person/property visible on the Content.

23. License to IndieFrame

23.1 Reporter’s upload 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/invented.

23.2 The rights and license in section 23.1 will only be used by IndieFrame in order to provide the services in connection with the Platform.

23.3 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.

24. License to our Users

24.1 We may grant to our Users the right to the use Content by license. Each license shall be subject to payment of a license fee from the Buyer that downloads the Content. We will pay the Reporter a License Fee for each download of Content, in accordance with section 10 in our Terms. 

24.2 Buyers are not allowed to download, stream, copy or use the Content uploaded by Reporters on the Platform without accepting our License Terms (Section III).

25. Restrictions of what Content is allowed to upload and sell 

25.1 The Reporter is responsible for ensuring that the uploaded Content complies with these Reporter Terms, our general Terms, our Privacy Policy and all applicable laws, rules and regulations.

25.2 The Reporter may under no circumstances upload and/or sell Content such as the following (the list is not complete):

25.2.1 Content that infringes or violates anyone’s intellectual property rights;

25.2.2 Content that includes pornography;

25.2.3 Content encouraging illegal activity;

25.2.4 Content that is illegal, or which would be in conflict with public order of good conduct to sell, or otherwise make available to the public.

26. Taxes and VAT 

The Reporter is responsible for all use, sales, value-added and similar taxes, duties and VAT imposed by any governing authority in any jurisdiction in connection with the Reporter’s use of the Platform.

27. Reporter Warranty and indemnification

27.1 By uploading the Content to the Platform, the Reporter warrants to have all necessary permissions and rights to grant the licenses in these Reporter Terms and the License Terms.

27.2 The Reporter will indemnify and hold IndieFrame harmless from any claim, demand, loss, damages arising out of or in connection with the Content uploaded by the Reporter and agree not to enforce any rights against IndieFrame or its Buyers.

Section III 

28. License Terms 

28.1 These terms apply when Buyers purchase Content from our Platform (hereinafter referred to as the “License Terms”), in addition to any other applicable terms in these Terms.

28.2 By downloading Content from our Platform, the Buyer acknowledges that he has read these License Terms. By accepting these License Terms, the Buyer also acknowledges that he has read, understood and accepted to be bound by all other related terms, such as our General User Terms, our Privacy Policy and Reporter Terms. In total this constitutes an agreement between Buyer and IndieFrame regarding the Buyer’s use of the Content (hereinafter the “License Agreement”).

29. Intellectual Property Rights

IndieFrame and/or the Reporter owns and holds all rights, title and interest to the Content on the Platform, including all intellectual property rights, such as copyrights, protected trademarks, rights of privacy, rights of publicity, moral rights etc. (hereinafter referred to as “Intellectual Property Rights”).

30. Standard License to the Buyer

30.1 Upon full and correct payment the Buyer is granted a non-exclusive, perpetual, worldwide, non-sublicenseable, non-transferable license to use, reproduce and display the Content, subject to the restrictions in section 32. Each license shall be subject to payment of a license fee from the Buyer purchasing the Content, c.f. section 33.

30.1.1 Specific adjustments and limitations in the License Terms may apply to certain Content.

30.2 Exclusive rights are not included in the standard License Terms.

30.2.1 In order to acquire exclusive rights to Content, the Buyer must make a separate agreement with the Reporter regarding such exclusive rights.

31. Model and/or Property release

If the Content contains identifiable persons (including voiceovers in videos), logos or protected trademarks, distinctive property protected by intellectual property rights i.e., the Buyer needs to make sure that the Reporter has obtained all necessary releases or agreements, such as a model and/or property release. A valid model release is required for each person/property visible on the Content.

32. Restrictions of Use

32.1 The Buyer may not falsely represent to be the original creator of the Content.

32.2 The Buyer is prohibited to use the Content as “on demand” products, such as postcards, t-shirts, calendars, posters,

32.3 The Buyer may not modify the Content.

32.4 The Buyer is prohibited to use the Content for “sensitive use” without a disclaimer – e.g. a commercial for sexual transmitted diseases – disclaimer can be a text below the picture saying “stock photo. posed by model”.

32.5 The Buyer is prohibited to use the Content for any illegal use and/or pornographic use.

32.6 The Buyer is prohibited to use the Content for commercial use. The Content can only be used in connection with events or topics that are newsworthy or of general public interest.

33. Payment

The Buyer is obliged to pay a license fee for each download of Content, in accordance with section 10 in our general Terms (Section I).

34. Taxes and VAT 

The Buyer is responsible for all use, sales, value-added and similar taxes, duties and VAT imposed by any governing authority in any jurisdiction in connection with your use of the Platform.

35. Buyer's Indemnification

The Buyer will indemnify and hold IndieFrame harmless from any claim, demand, loss, damages arising out of or in connection with the Buyer’s use of the downloaded Content, or the Buyer’s breach of a License Agreement. 

36. Duration and Termination

36.1 These License Terms are in force as long as the Buyer uses the Content.

36.2 IndieFrame may terminate a License Agreement at any time, if the Buyer breaches the License Agreement, the License Terms or any other terms or agreements with IndieFrame, such as our User Terms, our Privacy Policy and our Reporter Terms.

36.3 If a License Agreement terminates, the Buyer must immediately cease using the Content and delete any and all copies of the Content related to such License Agreement.