EXCIO LIMITED

TERMS AND CONDITIONS

These Terms and Conditions (Terms) setout 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).

By joining or accessing the Excio Platform or using the Services or the Website 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 and/or stop using the Services and the Website.

INTRODUCTORY

  1.    Our Services

1.1.    The Excio Platform allows a community of registered users to upload, display and view photos and other visual content (Photos), share comments, opinions and ideas, and promote Photo collections.

1.2.    The Photos uploaded by you may be offered to purchasers who use and access the Excio Platform. Those purchasers may view and, if applicable, purchase a licence to use Photos for their use in accordance with the terms of Excio’s licence agreement.

1.3.    You may choose to upload and offer Photos in return for payment of money or in return for the provision of one or more Excio Photo Tokens, in each case, in accordance with these Terms and any other terms on our Website or otherwise communicated to you.

  2.    Use of the Website

2.1.    You warrant that you are at least 14 years of age, and have the full power and authority to accept these Terms and perform your obligations hereunder.

2.2.    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.

MEMBERSHIP

The terms in this section apply to your membership of the Excio Platform.

3.    Opening an account

3.1.    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.

3.2.    You are responsible for maintaining the confidentiality of the password and for all activities conducted through the Account.

3.3.    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.

3.4.    We may decline to register you for any reason, and we are not obliged to state such reason.

4.    Membership

4.1.    In addition to the general terms and conditions provided for by these Terms, the following terms and conditions apply specifically to individual members:

(a)     Services available to individual members are described on the Membership page.

(b)     The fees for the membership are charged monthly or annually in advance and your billing cycle commences at the time your payment is processed.

(c)     If you decide to cancel or change your plan before the end of your billing cycle, you will be responsible for any remaining fees for your current membership and any new fees for the new membership(if any) you choose. To change or cancel your plan, contact us at hello@excio.io.

(d)     Excio may modify, suspend or discontinue Services provided to members at any time at its sole discretion and without prior notice.

4.2.    Enterprise Account holders are not allowed to use individual membership Accounts and must contact the representatives of Excio for further information on available plans and pricing options.

4.3.    Excio may terminate or suspend any and all and/or your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

4.4.    Upon termination or suspension of your Account, your right to use the Excio Platform will immediately cease and you will loose any PhotoTokens you've earned if you have been offering your work for sale with Excio.

4.5.    If you wish to terminate your Account, you may simply discontinue using the Excio Platform.

4.6.    All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

4.7.    It is your responsibility to remove all Photos from your public display collections prior to termination.

UPLOADING PHOTOS

The terms in this section apply to the process and terms under which you may upload Photos to the Excio Platform.

5.    Photos submitted to the Excio Platform

5.1.    You warrant that you are the owner of all rights, including all copyright, in and to all Photos you provide to Excio and/or upload to the Excio Platform.

5.2.    You warrant that none of the Photos that you upload, post or transmit to Excio or the Excio Platform defame any person or infringe upon the copyright rights, moral rights, publicity rights, privacy rights or any other right of any person, or violate any law or judicial or governmental order.

5.3.    You warrant that you will not post or transmit, or cause to be posted or transmitted, any Photos 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.

5.4.    You grant Excio a worldwide, sub-licensable and fully paid up license to publish, display and sub-license the Photos submitted by you to Excio, or uploaded to the Excio Platform and/or Website as provided in these Terms, without the need to obtain any permission, consent or licence from any third party.

5.5.    The license granted to Excio includes the right to display Photos fully or partially in demo presentations/mockups of the Excio Platform to third parties anywhere in the world, both digitally and in print, and to display Photos through Excio’s channels, including on the Excio Websites and applications, provided such Photos are attributed in accordance with the credits (i.e. username, collection name, profile picture, photo title, descriptions, tags or other accompanying information) if any and as appropriate, as submitted by you to Excio.

5.6.    While Excio uses industry recognized software and measures to restrict the ability of users of the Excio Platform to make or download high-resolution copies of Photos displayed via the Excio Platform, Excio makes no representation and warranty that Photos displayed via the Excio Platform will not be unlawfully copied or used without your consent.

5.7.¬†¬†¬† Excio allows users of the Excio Platform to make low resolution or ‚Äėthumbnail‚Äô copies of Photos displayed via the Excio Platform and you hereby expressly authorise Excio to permit users to make such low-resolution copies of the Photos.

5.8.    Subject to these Terms, 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 you.

5.9.    Excio is not be liable for any loss or damage to Photos, selected images or material submitted to Excio and you should maintain your own backup files for any Photos, selected images or material submitted to Excio.

5.10. You acknowledge that Excio is not be responsible for the misuse of Photos, selected images or material by third parties.

6.    Intellectual property rights

6.1.    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.

6.2.    The Excio, Excio PhotoToken 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.

6.3.    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.

6.4.    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.

6.5.    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.

6.6.    We welcome your feedback, ideas or suggestions (Feedback), but you agree that we may use your Feedback without any restriction or obligation to you.

LICENSING PHOTOS TO PURCHASERS

The terms in this section apply to the process and terms under which you agree to allow Excio to license your Photos to purchasers either in return for payment of money or in return for the provision of one or more Excio PhotoToken.

7.    Licensing Photos

7.1.    If you are a member of the Excio Platform with an Account, you may offer to license your Photos to individuals or organisations that wish to use those Photos in return for the provision of one or more Excio PhotoToken (Token Purchasers).

7.2.    In either case the following terms apply, without limiting the other provisions of these Terms:

(a)     All Photos must be your original work, must not violate the rights of anyone else and must be suitable for viewing by all ages. 

(b)     You may not submit Photos for sale if they have been commissioned for payment or have been taken in the course of your employment as you may not be the copyright owner.

(c)     You retain copyrights for all Photos you submit to Excio, always.

(d)     In the case of Photos uploaded for license to Token Purchasers, you will not be able to remove Photos from the Excio Platform as you would have already received PhotoTokens.

(e)     We do not own Your Images. We do not modify, crop, change or edit in any way the Photos you submit to us for sale.

(f)      The descriptions for the Photos, your profile information and image settings if needed will be copied from your Excio collections. We may modify the text if there are any grammatical errors, typos or misspellings, or otherwise if deemed absolutely necessary for accuracy. Image locations and descriptions provided by you must be an accurate representation.

(g)     Photos remain your property and you agree to grant us the right to present and sell the Photos on your behalf on the Website, on our social media accounts, and in promotional material in relation to the Website. 

(h)     You accept that if your Photos are found to be in breach of these Terms, the consequences are your own responsibility.

(i)      You must have model releases for any recognisable people included within the Photos. You can use our template to get an agreement with the model if you do not yet have your own template.

(j)      Photos must meet our specifications and requirements published on our Website or otherwise communicated to you.

(k)     Photos may be used by Token Purchasers for any purpose, including any commercial purpose, provided Photos are not permitted for resale to someone else or as part of a product that will be resold e.g. Tee-shirts, memorabilia, merchandise, artworks.

(l)      Token Purchasers can submit a custom request to source particular Photos (e.g. specific location or exclusivity) and we will reach out to you to see if you can accommodate the request. Licence terms, payment and image resolution will be agreed with you separately in each case.

7.3.    If you license your Photos to a Purchaser:

(a)     you give us the right to facilitate the licensing of your Photos on your behalf; 

(b)     the price for the exclusive use of the Photos is as set out on the Website;

(c)¬†¬†¬†¬†¬†you receive 50% of the full exclusive price if the Purchaser has used a 'market freeze' option.¬†No tricky terms, ‚Äėif‚Äôs or hidden conditions;

(d)     you are responsible for any taxes that you have to pay;

(e)     once your Photo is purchased for exclusive licence from the Website you will receive an email notification from us;

(f)      once your balance from sales reaches $50, we will arrange the payment to your nominated bank account. If the payment for any reason does not go through or your bank account details are incorrect, we will contact you by email and phone number you provide. As a last resort we will send a letter to your address. The payment will be processed within 14 days once the invoice is received by us; and

(g)     Excio in its sole discretion may determine which submitted Photos are suitable for sale on the Website and may remove Photos at any time. You will be notified by email if this happens, along with an explanation.

7.4.    If you license your Photos to a Token Purchaser:

(a)     you give us the right to facilitate the licensing of your Photos on your behalf; 

(b)     you will receive PhotoTokens according to the algorithm developed by Excio and communicated to you on the Website. At the very start you will receive approximately 1 PhotoToken for every 5 Photos you upload and that are approved. The algorithm will award PhotoTokens based on the proportion of your upload in relation to the total number of Photos in the PhotoToken marketplace at any point;

(c)     you are responsible for any taxes that you have to pay;

(d)     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.

(e)     you will see the balance of your PhotoTokens in the Excio dashboard that will be updated in real time;

(f)      in the first 12 months the value of the PhotoTokens will be established by their market value as they will also be offered to Token Purchasers. Token Purchasers will be able to purchase a PhotoToken which will then give them access to a certain number of Photos per annum. We will keep you informed on the current market value of the PhotoTokens;

(g)     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;

(h)     we expect the PhotoTokens to become tradeable in 12 to 18 months where You may then be able to transfer your PhotoTokens and offer them for sale on the Excio trading platform; and

(i)      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.

GENERAL

The terms in this section apply generally to all users and all aspects of the Excio Platform, Website and Services.

8.    Links and resources

8.1.    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.

8.2.    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.

9.    Information

9.1.    You agree that you are responsible for keeping the information connected with you up to date.

9.2.    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:

(a)     all information that you provide to us will be accurate, complete and up to date, and you will provide us with all information requested;

(b)     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

(c)     for any personal information you provide to us about any person, you have obtained that person’s consent to provide us with that information and for us to use that information in accordance with these Terms and in accordance with our privacy policy.

10.  Indemnity

10.1. 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:

(a)      your participation in the Excio Platform;

(b)      any Photos you upload, publish and/or make available via the Excio Platform;

(c)      the infringement or alleged infringement of any third party intellectual property rights or privacy rights arising from Photos you upload, publish and/or make available via the Excio Platform;

(d)      any PhotoToken;

(e)      any information or materials provided by you or anyone else using your Account; or

(f)       any breach of these Terms by you or anyone using your Account.

11.  Details

11.1. 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.

11.2. You agree not to:

(a)      impersonate another person;

(b)      use a false name or a name you are not authorised to use;

(c)      create a false identity or provide a false address or email address;

(d)      be misleading as to the identity or origin of any communications; or

(e)      use the Excio Platform, Website or the Services for any illegal purpose.

12.  Fees and taxes

12.1. You agree to pay all fees in accordance with the details set out in our pricing information when you open an account.

12.2. We reserve the right to change the fees charged for any of our membership plans at anytime.

12.3. 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.

12.4. 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

13.1. You must contact us immediately if there is an error or defect in the Excio Platform, Services or Website.

13.2. 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.

13.3. 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 hello@excio.io. 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.

15.  Privacy policy

Your privacy is important to us. We gather, process, use, store and disclose information about you in accordance with our privacy policy, which may be found here. Our privacy policy forms part of these Terms, and by registering with the Excio Platform or using the Services or the Website you agree to our privacy policy.

16.  Security

16.1. 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.

16.2. 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

16.3. 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.

18.  Amendments

18.1. 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.

18.2. 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

19.1. You understand and agree that your membership with the Excio Platform and use of the Services and the Website is at your sole risk.

19.2. The Excio Platform, Website and the Services are provided on an ‚Äúas is‚ÄĚ and ‚Äúas available‚ÄĚ 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, merchant ability and fitness for a particular purpose).

19.3. 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.

19.4. 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.

21.  Waiver

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 1 September 2022