Photographer Agreement

Version 1.3 — 31 October 2026

1. Parties and acceptance

1.1 This Agreement is between Alexander Ellul, a self-employed sole trader established in Malta, trading as "tratti.ai" (Fairwinds PH A14, Tumas Galea Street, Luqa, Malta, VAT No. MT19763931) ("tratti", "we", "us"), and the person or entity that accepts this Agreement when registering as a photographer on the platform at https://tratti.ai (the "Photographer", "you").

1.2 You accept this Agreement by ticking the acceptance box during photographer registration or by uploading Content to the Platform, whichever occurs first. We store a timestamped record of your acceptance.

1.3 You confirm that you act in the course of a trade, business or profession (this is a business-to-business agreement) and that you are at least 18 years old.

2. Definitions

• "Platform" — the tratti.ai website and services, including image hosting, watermarking, AI face search, video transcoding, checkout and payout systems.
• "Content" — photographs, videos and related material you upload, together with metadata.
• "Event" — an event listing on the Platform (public or password-protected private) under which Content is organised into albums.
• "Buyer" — a person who purchases a licence to download Content through the Platform.
• "Organiser" — an event organiser registered on the Platform who may earn commission on sales attributable to their events or referral links.
• "Own Gallery" — a gallery or studio event you create in the Studio, whether public on your page or private, and not listed in tratti's public events.
• "Plan" — the Free or paid plan on your account, with the prices, allowance, commission and features shown in the Studio.
• "Net Sales Revenue" — the amount actually received by tratti for a sale of your Content, less (a) VAT and other sales taxes, (b) payment processing fees, (c) refunds and chargebacks, and (d) discounts or promotional reductions applied at checkout.

3. Appointment

3.1 We grant you a non-exclusive right to upload Content and offer it for sale through the Platform. This Agreement does not create any employment, agency, partnership or joint venture. You remain an independent contractor and are free to sell your work elsewhere.

3.2 Photographer accounts are subject to approval. We may decline or revoke photographer status where we reasonably believe this Agreement has been or would be breached.

4. Ownership and licence

4.1 You retain all copyright and other intellectual property rights in your Content. Nothing in this Agreement transfers ownership to tratti or to Buyers.

4.2 You grant tratti a non-exclusive, worldwide, royalty-free licence, for the duration of this Agreement, to: (a) host, store, reproduce and back up the Content; (b) create watermarked previews, thumbnails and video renditions; (c) display and market the Content on the Platform and in Platform-related promotion; (d) process the Content through automated face-detection and face-indexing services (currently AWS Rekognition) solely to enable the Platform's photo-finding features; and (e) sell and deliver licences to Buyers on the terms set out in the Platform's Terms of Service.

4.3 Buyers receive the licence described in the Terms of Service (a non-exclusive, personal-use licence to the purchased files). You authorise us to grant that licence on your behalf. Licences validly granted to Buyers before termination survive termination of this Agreement.

5. Revenue share and payouts

5.1 What tratti keeps depends on your Plan on the day of the sale, as shown in the Studio:

• Free: tratti keeps 25% of Net Sales Revenue on all sales, and pays you the rest.
• Paid Plans, public tratti events: tratti keeps 10% of Net Sales Revenue, and pays you the rest.
• Paid Plans, Own Galleries: 0% commission. You are paid directly as described in clause 14.
• Organiser commission: where a sale on a public event comes through an Organiser's link, a further 10% goes to the Organiser out of your share, on every Plan. None applies on an Organiser's own event.

5.2 The revenue split applicable to each sale is recorded ("snapshotted") at the moment of purchase and is not affected by later changes to your Plan or Event settings.

5.3 Payouts from tratti cover sales tratti collected, and are made in euro to the payout details registered on your account, in periodic payout batches. No minimum payout threshold currently applies; if one is introduced it will be announced in advance and displayed on your dashboard. A payout receipt is issued for each batch. You must keep your payout details accurate; we are not liable for payments sent to details you supplied incorrectly.

5.4 We may withhold or reverse amounts corresponding to refunds, chargebacks, suspected fraud, or Content removed for breach of this Agreement.

5.5 Your earnings are gross of your own taxes. You are solely responsible for declaring and paying your own income tax, VAT and social security contributions, and for issuing any invoices or fiscal receipts required of you by law.

6. Your warranties

6.1 You warrant, for all Content you upload, that:

• you own the Content or hold all rights needed to grant the licences in clause 4;
• you were authorised by the event organiser (and venue, where required) to photograph or film the event and to offer the resulting images for commercial sale;
• the Content does not infringe any third party's intellectual property, privacy or other rights, and is not unlawful, deceptive or obscene;
• where the event involves minors, you have complied with the organiser's and venue's rules on photographing minors, and you will promptly remove any image on request of a parent or guardian communicated through us;
• any information you provide to us (identity, payout, tax) is accurate and kept up to date.

7. Data protection

7.1 For public tratti events, and for Buyer accounts, purchases through tratti and selfie searches, tratti acts as the data controller under the GDPR, and the Platform's Privacy Policy governs that processing. For photos in your Own Galleries, including indexing faces in them, you are the controller and tratti is your processor under Annex A.

7.2 You acknowledge that uploading Content triggers automated face-indexing of persons appearing in it, for the sole purpose of enabling those persons to find their own photos. You must not represent otherwise to event participants.

7.3 You must: (a) not extract, scrape or reuse personal data of Buyers or event participants obtained through the Platform for any purpose outside this Agreement; (b) forward to us without undue delay any privacy complaint, objection or removal request you receive that concerns the Platform; and (c) provide reasonable assistance with data subject requests concerning your Content, including removal of specific images.

7.4 We may remove, or disable face-search for, any image in order to comply with a data subject request or applicable law, without liability to you.

8. Content removal and takedown

8.1 We may remove Content or suspend an Event where we receive a credible complaint (including intellectual-property or privacy complaints), where required by law, or where we reasonably believe this Agreement has been breached. Where practicable we will notify you and give you an opportunity to respond.

8.2 You will indemnify us against losses, claims and reasonable costs arising from a breach of your warranties in clause 6, except to the extent caused by our own breach or negligence.

9. Term and termination

9.1 This Agreement starts on acceptance and continues until terminated. Either party may terminate at any time by written notice (email suffices) or, in your case, by deleting your photographer account.

9.2 On termination: (a) your Content is withdrawn from sale and, subject to clause 9.3, deleted from active systems within 30 days; (b) accrued earnings are paid out in the next payout batch, and any residual balance is paid within 90 days; (c) licences already granted to Buyers survive, and Buyers retain access to purchased files.

9.3 We may retain transaction records as required for tax and accounting law, and backup copies until routine backup cycles expire.

10. Liability

10.1 Nothing in this Agreement excludes liability that cannot be excluded by law (including for fraud, or death or personal injury caused by negligence).

10.2 Subject to clause 10.1: (a) neither party is liable to the other for loss of profits, loss of opportunity or indirect losses; and (b) each party's total aggregate liability under this Agreement is capped at the greater of €500 and the total revenue share paid or payable to you in the 12 months before the event giving rise to the claim.

10.3 The Platform is provided "as is". We do not guarantee uninterrupted availability, any particular volume of sales, or the accuracy of AI face-matching.

11. General

11.1 We may amend this Agreement by giving at least 30 days' notice by email or Platform notification. If you do not accept an amendment, you may terminate before it takes effect; continued use after the effective date constitutes acceptance. Changes to revenue-split defaults never apply retroactively to completed sales.

11.2 You may not assign this Agreement without our consent. A failure to enforce a right is not a waiver of it. If a clause is held invalid, the remainder stays in force. This Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement between the parties on its subject matter.

12. Governing law and jurisdiction

12.1 This Agreement is governed by the laws of Malta, and the courts of Malta have exclusive jurisdiction, without prejudice to any mandatory rules of the country where you are established.

13. Plans and billing

13.1 Paid Plans are billed in advance, monthly or yearly, through Stripe, and renew automatically until cancelled. Prices shown include VAT; the VAT treatment of your business may change what is charged.

13.2 You can cancel in the Studio at any time. Your Plan runs to the end of the paid period and then becomes Free, with no partial refund. Monthly payments aren't refundable. A yearly Plan is refunded in full if you ask within 14 days of purchase and have uploaded fewer than 500 photos.

13.3 If a renewal payment fails, Stripe retries it for up to 14 days and your Plan keeps working. If it still hasn't been paid, your Plan ends and your account becomes Free.

13.4 Upgrades and moving from monthly to yearly apply straight away, with the price difference charged pro rata. Downgrades and moving from yearly to monthly apply from your next renewal. We give at least 30 days' notice by email of a price change, which applies from your next renewal. Discount codes last for the period they state, then your Plan renews at full price.

13.5 Your Plan's photo allowance counts photos uploaded to Own Galleries, because each is face-indexed. Monthly allowances reset each month without rollover; yearly Plans receive the whole year's allowance at the start. Uploads to public tratti events and prepaid events don't count. Uploads to Own Galleries are blocked once you go past the limit shown in the Studio, until you buy a top-up, upgrade or the allowance resets. Unused top-up photos are lost when a paid Plan ends. Uploading to avoid these limits or to overload the Platform breaches this Agreement.

13.6 On a monthly Plan, tratti's commission from your public-event sales comes off your next payment; on a yearly Plan it builds up and comes off your renewal. This credit is capped at the Plan price, doesn't carry over and is never paid out.

13.7 We may pause uploading and selling on your account while a disputed Plan payment is reviewed. We will give you notice before introducing any rule that archives or deletes galleries.

14. Selling directly from Own Galleries

14.1 On a paid Plan, you must connect your own Stripe account to sell from Own Galleries. Until it's connected and able to take payments, buyers can't buy those photos. Stripe's own terms apply between you and Stripe.

14.2 For those sales you are the seller. The Buyer's card is charged by your Stripe account, tratti doesn't receive the money, and you are responsible for: (a) VAT and other taxes on the sale; (b) invoices or receipts the law requires; (c) Stripe's fees; (d) refunds, chargebacks and customer service; and (e) the Buyer's statutory rights. You authorise us to deliver purchased files for you and to show you as the seller at checkout. These sales aren't part of tratti's payouts.

14.3 Your terms of sale to Buyers must at least give them the licence in the Terms of Service, respect their statutory rights, state how to contact you and be consistent with this Agreement. Unless you tell Buyers otherwise, the buyer terms in the Terms of Service apply as your terms of sale.

14.4 tratti's promotional codes don't apply to these sales. If your paid Plan ends, new sales from Own Galleries are collected by tratti on the Free Plan's terms.

15. Prices, bundles, watermarks and your page

15.1 You set prices for Own Galleries, subject to the minimums shown when you set them (currently €0.50 a photo and €5 a bundle). Prices include VAT.

15.2 Where you offer an all-my-photos bundle, Buyers get the photos a selfie search matches them in, at your price, may remove wrong matches, and may add up to 2 missed photos. Automated matching isn't guaranteed to be accurate or complete, and you accept that a bundle can include many photos for one price. A bundle-only gallery can't sell single photos.

15.3 Watermark choices are yours on Plans that offer them. A lighter watermark gives less protection against unpaid copying, and we aren't responsible for copying of previews.

15.4 You are responsible for what you publish on your public page, including that your address doesn't mislead or infringe anyone's rights. We may refuse or remove an address. We pass on booking enquiries but aren't party to any booking you make.

15.5 Linking a gallery to a public event doesn't make it part of that event's sales. A public event you request is only listed if we approve it.

Annex A. Data processing agreement (Own Galleries)

A.1 Scope. This Annex applies under Article 28 GDPR where tratti processes personal data for you in Own Galleries. Subject matter: hosting, watermarking and displaying your photos, and detecting and indexing faces so that people can find their own photos. Duration: while the photos are on the Platform and until deleted. Data subjects: people appearing in your photos. Data: images, and biometric face templates derived from them.

A.2 Your duties as controller. You are responsible for having a lawful basis for taking and publishing the photos and for face indexing, including any explicit consent the law requires, for telling the people photographed about this (for example at the event or when booked), and for following the rules that apply to minors.

A.3 Our duties as processor. We will: (a) process the data only on your documented instructions, which are this Agreement and your use of the Platform's settings, unless the law requires otherwise, and tell you if we believe an instruction breaks data protection law; (b) ensure people with access are bound to confidentiality; (c) apply appropriate security, including encryption in transit and at rest and restricted access; (d) help you respond to data subjects' requests; (e) help you with security, breach notification, impact assessments and consultations, taking into account what we know; (f) notify you without undue delay after becoming aware of a personal data breach; (g) delete the data when you remove it or this Agreement ends, except what the law requires us to keep, and subject to routine backup expiry; and (h) make available what you need to show compliance, and allow reasonable audits on reasonable notice.

A.4 Sub-processors. You authorise Amazon Web Services (storage, face matching and video processing, Frankfurt, EU) and Hetzner (hosting, Germany, EU). We bind them to equivalent data protection obligations, remain responsible for them, and will give you notice of changes so you can object. If you do object and we can't resolve it, you can end this Agreement.

A.5 Transfers. We don't transfer this data outside the EEA except with safeguards the GDPR allows.