Photographer Agreement

Version 1.0 — [DATE — set when published]

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.
  • "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 For each sale of your Content, you receive the percentage of Net Sales Revenue configured for the relevant Event, as displayed to you on the Platform before or at the time the Event or album is created. Unless a different split is configured for an Event:

  • 70% of Net Sales Revenue where no Organiser commission applies to the sale; or
  • 65% of Net Sales Revenue where an Organiser commission (default 10%) applies to the sale (for example, where the sale is attributed to an Organiser's event or referral link).

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 Event settings.

5.3 Payouts 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 personal data processed through the Platform — including Buyer accounts, purchases, and the biometric face-search features — tratti acts as the data controller under the GDPR. The Platform's Privacy Policy governs that processing.

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.