Terms and Conditions for Purchasers
These Terms and Conditions (Terms) set out the terms and conditions on which Excio Limited (Excio, we, our or us) agrees to permit you to join or access the Excio mobile platform and website (Excio Platform) and associated services (the Services), including through our website, www.excio.io, and any related websites or applications operated by us or social media accounts related to the Excio Platform, (the Website), and download photos and other visual content (Photos) for your use.
By joining or accessing the Excio Platform, using the Services or the Website and/or downloading any Photos, you and/or the entity you represent (you, your) agree to be bound by these Terms, as altered by us from time to time. If you do not wish to agree to these Terms, including any updated version of these Terms, you must cancel your registration with and stop accessing the Excio Platform, stop using the Services and the Website and/or stop downloading any Photos.
1. Our Services
The Excio Platform allows a community of registered users to upload, display and view Photos, share comments, opinions and ideas, and promote Photo collections, and it permits purchasers (Purchasers) to license Photos for their use.
You understand that the Photos presented on the Website are the subject of copyright which may be owned by a third party, and any unauthorised use by you may be an infringement of such copyright. Purchase of licences to use Photos from the Website does not transfer copyright or any other proprietary right to you.
2. Your authority
You warrant that you are at least 16 years of age, and have the full power and authority to accept these Terms and perform your obligations hereunder.
You warrant that you have the full and complete authority and right to accept these Terms and to grant to Excio the rights in the Photos granted under these Terms, and that no further permissions are required from, nor payments required to be made to, any other person in connection with the use by Excio of the Photos as contemplated by these Terms.
If you are purchasing a licence to any Photo on behalf of a third party, you hereby represent and warrant that you are authorised to act on behalf of such third party and have full authority to bind the third party to these Terms. If the third party fails to comply with these Terms, you will be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim. All terms and conditions of these Terms as applicable to you shall apply equally to the third party (as the case may be).
3. Your account
To use the Excio Platform, you are required to become a member, open an account (Account), select a password and username, and provide registration information.
You are responsible for maintaining the confidentiality of the password and for all activities conducted through the Account.
You may not allow anyone else to use your username or password. Each use / activity / transaction originating from your username / Account will be attributed to and, be held responsible by you, regardless of whether such use / activity / transaction was known to or approved by you. You must not use any automated means to access, log-in or register accounts on the Website.
If you register an Account with us as a business entity or on behalf of a business entity, you represent that you have authority to bind that entity to these Terms.
We may decline to register you for any reason, and we are not obliged to state such reason.
4. Photos offered on the Excio Platform
Excio is authorised to license the Photos to you on these Terms.
Excio does not grant any right or make any warranty with regard to the use of names, people, trade marks, trade dress, logos, registered, unregistered or copyrighted designs, works of art or architecture depicted or contained in the Photos.
Excio, its employees, directors, and officers, and anyone acting on behalf of Excio make no representation or warranty as to your right to use any individual’s name, trade marks, likeness, and/or image appearing in the Photos without you first obtaining appropriate rights from respective parties if required.
You understand that you should seek advice before using the Photos on or in connection with any goods or services or for any other commercial purposes.
You represent and warrant that:
- you will not use the Photos in any way that is not permitted by these Terms;
- your use of the Photos will not violate any applicable law or regulation of any country, state or other governmental entity;
- information that you provide to Excio is accurate and true, including, without limitation, all payment and billing information;
- the download, upload or use in any way of Photos, does not infringe upon the copyright, trade mark or any intellectual or proprietary property right of Excio or participating photographers; and
- except as otherwise stated in these Terms, any account(s) opened or maintained by you on the Website will only be accessed and used by you for the purposes and on the terms stipulated in these Terms.
You warrant that you will not post or transmit, or cause to be posted or transmitted, any content or materials that are malicious, illegal, defamatory, obscene, pornographic, discriminatory (on grounds of gender, race, religion, nationality, disability, sexual orientation or age), violent, intimidating, abusive, offensive, profane, or that infringe any copyright rights, moral rights, publicity rights, privacy rights or other right of any person.
Ownership of all copyright and other rights in the Photos, including any intellectual property rights or other proprietary rights associated with the Photos, are retained by the photographer and you do not obtain any such ownership rights.
Excio is not liable for any loss or damage to Photos, selected images or material submitted to, or downloaded from, Excio and you should maintain your own backup files for any Photos, selected images or material submitted to, or downloaded from, Excio.
You acknowledge that Excio is not responsible for the misuse of Photos, selected images or material by third parties.
5. Permitted uses
Subject to the Terms, on behalf of contributing photographers, Excio grants you a non-exclusive, royalty-free, worldwide, non-transferable licence to use, publish and display downloaded Photos according to the following standard permitted uses (Permitted Uses) and in accordance with the Terms:
- Permitted Uses include the use and/or display of the Photos (in each case, without any rights of resale) in relation to the following: in connection with events that are newsworthy or of general interest (for example, in a blog, social media, brochures, email campaigns, websites, reports, leaflets, newsletter, website, social media, report, presentations, textbook, newspaper or magazine article). The Photos may be used for advertisement (including boosted adverts on social media, banners, brochures and magazine adverts).
- Photos showing a model release can be used for all Permitted Uses.
- Photos of recognisable people in public spaces e.g. street photography, sports photography, can only be used for non-advertising and editorial purposes. You must be able to remove the Photos if requested to do so by a person depicted in the Photo.
- The Photos may not be used to sublicense, sell or transfer any rights granted under these Terms, share, license, assign or distribute the Photos.
- You must not use methods, other than those provided by Excio, such as automated or programmatic means or methods to download the Photos from the Website.
- You may not use the Photos in any way that violates any law, regulation or statute in any applicable jurisdiction.
- The Photos may not be used in any way (by itself or with other content / context) that is pornographic, offensive, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal; or in a manner which endorses violence or acts of terrorism, adult entertainment services or venues, tobacco products, medical products for treating health issues related to sex, mental condition or terminal illness, dating websites or apps; or is discriminatory towards race, gender, religion, faith or sexual orientation.
- Photos containing any person or logo, without a Model Release, must not be used for political endorsement.
- The Photos may not be used as a part of, or printed onto, a physical item or template that is to be resold, e.g. Tee-shirts, memorabilia, merchandise, artworks.
If you require Photos for any other use than the standard Permitted Uses or of a higher resolution than those provided on the Website, or you are looking for Photos similar to those you already have, or for any other purpose, you can complete the custom request form available when you click on the button "Not quite what you are looking for?" on the Excio product page. Excio will reach out to its contributors and if such Photos are available, will assist you in negotiating a price and license for the purpose you need.
6. Paying for Photos
You may purchase a licence to Photos by purchasing one or more Excio PhotoTokens (Token Purchasers).
The prices and/or the pricing may be reviewed and amended by Excio from time to time, in its sole discretion.
If you are a Token Purchaser:
- you will pay $500 + GST for one PhotoToken that will be activated for up to 500 Photos. The PhotoToken will renew annually on payment of an annual administration fee, currently $50 + GST. The number of Photos downloadable each subsequent year will be notified with the annual renewal but will be no less than 500;
- PhotoTokens are not transferable or assignable and you must not sell or attempt to sell any PhotoToken you are issued or otherwise acquire to any other person, unless and until we notify you that PhotoTokens are able to be traded;
- you are responsible for any taxes that you have to pay;
- the future value of PhotoTokens may vary and may increase as the PhotoToken marketplace grows. We have no control and/or give any guarantee as to what the future value will be, but have set the initial value at NZ$500 per PhotoToken, which will be offered to the Token Purchasers; and
- you agree that the PhotoTokens are utility tokens, are not financial products or services, and their value may increase or decrease. We make no representations as to the future value of PhotoTokens and we are not liable to you or any other person in relation to any PhotoTokens including if they reduce in value.
7. Intellectual property rights
You acknowledge and agree that all intellectual property rights in the Excio Platform, Services and Website are owned by us or our licensors. You may not in any form or by any means adapt, reproduce, store, perform, publish or create any derivative works from any part of the Website or commercialise or on-sell any information or software obtained from the Website or from us.
The Excio, Excio PhotoTokens and FairShare Photography trade marks are the trade marks of Excio Limited and must not be used by you except as expressly authorized in writing by us.
You agree to abide by these Terms and such other terms and conditions relating to the Excio Platform, Services or Website as we or our licensors may specify from time to time.
Excio respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Photos posted on the Excio Platform infringe the copyright or other intellectual property rights (Infringement) of any person.
Excio will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under these Terms where it believes an Infringement has taken place, including by removing or disabling access to the Photos claimed to be infringing and/or terminating Accounts and access to the Excio Platform.
We welcome your feedback, ideas or suggestions (Feedback), but you agree that Excio Limited Terms and Conditions we may use your Feedback without any restriction or obligation to you.
8. Links and resources
We may provide you links to other websites or resources including, but not limited to, audio files or text descriptions. Excio has no control over such links, sites, and resources, and you acknowledge and agree that Excio is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.
You further acknowledge and agree that Excio shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such link, site or resource.
You agree that you are responsible for keeping the information connected with you up to date.
You agree that, when you register for the Excio Platform, and whenever you provide us with any information or materials, either through the Website or in any other way:
- all information that you provide to us will be accurate, complete and up to date, and you will provide us with all information requested;
- you have all the rights necessary to provide the information and materials to us and for us to make the information and materials available to others on the Website; and
You agree to at all times indemnify us and our officers, servants and agents against any and all liability, claims, losses, damages, costs or other expenses of any nature whatsoever awarded against, incurred or suffered by us or our officers, servants and agents arising out of or in connection with:
- your participation in the Excio Platform;
- any Photos you download via the Excio Platform;
- the infringement or alleged infringement of any third party intellectual property rights or privacy rights arising from Photos you download via the Excio Platform;
- any PhotoToken;
- any information or materials provided by you or anyone else using your Account;
- or any breach of these Terms by you or anyone using your Account.
You undertake and warrant that all information you provide to us is true, current and complete. You will promptly notify us of any changes to your contact details and provide such other information that we may reasonably require from you from time to time.
You agree not to:
- impersonate another person;
- use a false name or a name you are not authorised to use;
- create a false identity or provide a false address or email address;
- be misleading as to the identity or origin of any communications; or
- use the Excio Platform, Website or the Services for any illegal purpose.
12. Fees and taxes
You agree to pay all fees in accordance with the details set out in our pricing information when you open an account.
We reserve the right to change the fees charged for any of our membership plans at any time.
If you are a New Zealand resident, then all fees are inclusive of GST and in New Zealand dollars unless otherwise stated. If you are not a New Zealand resident, then all fees are, unless otherwise stated, in New Zealand dollars and do not include GST.
You will be responsible for paying any taxes, duties, custom or market entry fees. Please note that if you are joining Excio from outside of New Zealand, then foreign exchange fluctuations may affect the total fees incurred by you.
13. Errors and Complaints
You must contact us immediately if there is an error or defect in the Excio Platform, Services or Website.
We will use all reasonable endeavours to correct any such error, but, to the maximum extent permitted by law, will not be liable for any losses (whether direct, indirect, or consequential) arising from an error or defect within the Excio Platform, Website or Services.
If you have any concern about the information that is available on the Website, whether that information relates to you or someone else, or the conduct of any member of the Excio Platform, you may let us know by contacting us at [email protected]. We will follow our internal processes in response to any concerns reported to us.
14. Compliance with policies
By registering with the Excio Platform or using the Services or the Website, you agree to comply with any policies or other requirements issued by us from time to time, and those policies and other requirements will form part of these Terms.
Where you are registered with the Excio Platform, you are responsible for keeping your login information, including your email address and password, secret and secure. You agree not to permit any other person to use your name or access your account and not to disclose (directly or indirectly) any information that may allow another person to gain access to your account.
We work diligently to protect the security of your information, including credit and debit card information. We take care to make the Excio Platform safe for you to use. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
Excio does not store your payment details on its systems. These details will be fully encrypted by one or more online payment service providers and used to process your payments or other transactions which you have initiated with us. Payment platforms used by Excio may charge fees in different currencies that will be converted to New Zealand dollars at the time of payment.
17. Website integrity
You must not attempt to damage, interfere with or harm our Website or our Services, or any network or system underlying or connected to them in any way whatsoever.
We may amend these Terms from time to time. Notice of any such amendments will be announced on this Website and will be effective immediately, unless we state otherwise. You are responsible for reviewing these Terms regularly to obtain timely notice of any such changes.
Your continued membership with the Excio Platform or use of the Services or our Website will constitute your acceptance of any changes or revisions to these Terms.
19. No Warranties
You understand and agree that your membership with the Excio Platform and use of the Services and the Website is at your sole risk.
The Excio Platform, Website and the Services are provided on an "as is" and "as available" basis. To the maximum extent provided by law, we disclaim and exclude any implied conditions or warranties (including, without limitation, any warranties of accuracy, completeness, reliability, merchantability and fitness for a particular purpose).
Without limiting the above, to the extent permitted by law, we do not warrant that the Excio Platform, Services or the Website will be uninterrupted, timely, secure, error-free or that any information or materials provided through the Excio Platform, Services or the Website are accurate, complete or up-to-date.
All statements, information and recommendations made by us on the Excio Platform, Website or about the Services are believed to be reliable, but do not constitute a guarantee or warranty.
20. Maximum Liability
If we are found to have any liability under or in connection with these Terms or relating to the Excio Platform, Services, Website or any PhotoToken, to the extent permitted by law, the maximum amount of our liability arising out of all claims under these Terms or relating to the Excio Platform, Services, Website or any PhotoToken will not in any circumstances exceed NZ$100.
Our failure or delay to exercise any right or remedy we may have under these Terms will not be construed or operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
22. Governing Law
These Terms will be governed by the law of New Zealand. You agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.
Last updated July 2022.