Last Updated December 10, 2019
This Website and the associated online services are provided by Wehands.
“Arbitration” means the procedure provided by Wehands as an intermediary in order to resolve the disputes between Users with regard to the execution of the Contracts.
"Award" means the Client’s consideration and acceptance of the Client’s photos retouched as agreed by the Retoucher on the terms of the Contract.
"Awarded" means Client’s photos retouched by Retoucher under the Contract, accepted by the Client and subject to the payment of Budget by the Client.
"Contract" means the offer of the Client to retouch the Client’s photos for the Budget offered, that contains Client’s Specification requirements for the Retouch of Client’s photos;
"Budget" means the amount agreed to be paid by the Client for the Retouch of Client’s photos which, along with any Local Taxes payable, must be paid to Wehands by the Client;
"Contract" means a contract concluded between Client and Retoucher on the terms and subject to the conditions set out in the Contract, under which the Retoucher undertakes to retouch the Client’s photos submitted by the Client along with the Contract and in the way specified in the Contract and assigns transfers, and conveys unto client, all exclusive rights, title, and interest in and to Retouched photos and Client undertakes to pay the Budget for Retouched photos upon their award;
“Client’s photos” means images or photos uploaded by the Client to the Website.
“Completion of the Contract” – means the stage followed the Award of the Retouched Photos by the Client and credit of the Budget to Wehands.
"Confidential Information" means information regarding the business, licensing practices, marketing or technical operations of Wehands or any User ("Discloser"), regarding business of the Discloser, including but not limited to on the Website itself, or regarding its clients that comes into possession of another User ("Recipient") pursuant to or as a result of use of the Website but does not include:
(a) information which is at the time of being acquired or thereafter becomes part of the public domain through no act or omission of the recipient;
(b) information which was otherwise lawfully in the possession of a recipient, prior to acquisition, as shown by written records;
(c) information which is after the date of this Agreement lawfully disclosed to a party by a third party which did not acquire the information under an obligation of confidentiality to the discloser or the disclosure;
"Wehands" means the entity first hereinbefore referred to, or any its successor in title, or any related body corporate or affiliate nominated for the purpose of provision of any of the Services in any country;
“Deadline” means the final due date set by the Client, no later which the Retoucher shall upload Retouched photos for Client’s Review and Client’s Award;
“External resources” means any other websites, online-platforms, storages that are owned or operated by third parties.
"Wehands Fee" means the amount to be deducted from the Budget of the Contract that is payable to Wehands as specified by Wehands from time to time;
"Client" means the User who launches the Contract;
“Premium User Account” means User account with extended access to some of Wehands services as specified at the Website.
“Premium fee” means an amount payable by the User to convert its User account to the Premium User Account.
“Retouch” means any modification or alteration of photos including but not limited to color grading, color balance and cross processing, color blending, hdr processing, boosting tonality, photo adjustments (contrasts, highlights, shadows, density), sharpening, noise reduction, boosting or toning down saturation, color correcting photo retouching, skin retouching, hair retouching, wrinkle removing, dust cleaning & cropping and any other alterations of photos.
“Retouched photos” – Client’s photos retouched, altered or modified by the Retoucher on the basis or with the use of Client’s photos or Client’s instructions.
"Retoucher" means the User who accepts the Contract;
“Retoucher’s Photos” – photos uploaded to the Website by Retoucher including but not limited to the Retouched photos and photos submitted by Retoucher to Website for its portfolio or demonstration purposes.
“Revised Retouched photos” – the Retouched photos submitted by the Retoucher in response to the Contract after the revision by the Retoucher of the arrears specified by the Client during the Review of the initially uploaded Retouched photos.
“Private Contract”- means the Contract that the Client marked as private. All Client’s photos uploaded within such Contract are blurred and disclosed to the Users upon Client’s approval.
"Local Taxes" means any value-added tax, sales tax, goods and services tax or other tax or duty imposed on any transaction entered into under this Agreement that by local law must be added to any fees charged or in respect of any supply made under this Agreement that must be collected by Wehands or the Retoucher;
“Sensitive Content” means any Content that anything that might not be suitable for the Users, including but not limited nudity, even in an artistic, educational, or photojournalistic context, violence, or medical procedures.
“Specification Requirements” means requirements of Client specified in the Contract for the Retouch to be performed by Retoucher under the Contract with Client.
"Website" means www.Wehands.com or any other Website that is operated by Wehands, and includes the whole or any part of the web pages located at www.Wehands.com (including but not limited to any elements of design, underlying code, text, sounds, graphics, animated elements or any other content);
"User Account" means an online account at the Website which enables an eligible User to access all the facilities of the Website that are available only for registered users.
“User Content” means any information in any form uploaded by Users to the Website or External resources the link to which is given at the Website.
3. Wehands Services
(1) Wehands provides Services whereby:
(b) Wehands Services, the Website and the content provided through the Website are the property of Wehands or Wehands' licensors, and Wehands grants you a limited, non-exclusive, revocable license to make personal, non-commercial use of the Wehands Services and the Website. This License shall remain in effect for a period of 20 years unless terminated by User or Wehands.
(d) All Wehands trademarks, service marks, trade names, logos, domain names, and any other features of the Wehands brand are the sole property of Wehands. This License does not grant you any rights to use the Wehands trademarks, service marks, trade names, logos, domain names, or any other features of the Wehands brand, whether for commercial or non-commercial use.
(e) Wehands does not become a party to any Contract concluded on the Website;
(2) Wehands may (and is hereby expressly authorized by User to do so) in conjunction with the Services:
(a) provide to Users reduced scale versions of photos provided by Retouchers on a complimentary basis on very limited terms solely to enable the photos to be used to create comps and layouts and/or to be shown to and assessed by the Clients’ internal management and/or clients prior to paying the Budget or launching the Contract.
(b) enter into such customized licensing arrangements, as Wehands may in its discretion determine, with Retouchers and/or Clients (or potential Clients) with respect to any photos submitted by Users in the frames of Contract; and
(c) allow Users to send and post watermarked low-resolution thumbnail photos of the Client’s photos retouched by Retoucher or Retoucher’ photos on the Website along with attached hyperlinks back to such photos on the Website, to certain of User’s social media accounts for purposes of discussion regarding which photos to selected as Awarded or which Retoucher to choose to conclude Contract with.
(d) provide Premium User Accounts for separate Service Fee as defined on the Website.
4. User Accounts
(2) To access and use certain portions of the Website and the Website Services, you must register for User Account. Wehands reserves the right to decline a registration to join Website for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
(3) By creating User Account, User represents and warrants that:
(a) in the case of a natural person, the User is in proper legal capacity in accordance with its local law and is in capacity to form legally binding contracts;
(d) the information provided by the User to create the User Account is current, true and correct in every detail on the date of creation of User Account;
(f) User will not attempt, in any manner whatsoever, to
(i) gain access to the Website by any means other than through User’s own User Account,
(ii) gain any access or interfere with or to impair the proper operation of the Website, or
(4) User agrees to keep User Account password/s confidential and secure at all times and not to provide User’s username and password to any person or entity that is not acting on the User’s behalf and for the User’s benefit. The User may not provide access to the Website to unauthorized third parties for any reason whatsoever.
(5) By creating User Account, User acknowledges and agrees that:
(i) User’s authorship of, ownership of, and/or rights to any photo uploaded by User to the Website and/or assigned through the Website by Retoucher to Client and any other rights necessary in order to license and use Client’s photos pursuant to Contract, including, but not limited to, model releases, prop releases, location release(s), trademark releases or other documents evidencing necessary rights clearances;
(ii) Client’s permissible use of any Client’s photo in accordance with the Contract relating to it;
(iii) the identity of the User, including but not restricted to copies of passports, identity cards or drivers licenses and consent on photo use in case if the User is not the same person or legal entity as the actual owner or co-author of Client’s photos;
(b) certain information submitted by the User when creating User Account may be made available to other Users in the ordinary course of provision of the Services, such as the identification of Retouchers to Users, including Clients, and vice versa in order to facilitate and create Contracts notwithstanding any privacy or other laws or telecommunications regulations which would otherwise restrict Wehands from making a disclosure of the identity of the User.
(d) User will not use the Website, the Services or the User Account in a malicious, fraudulent or illegal manner;
(e) User is solely responsible for its own User Content and the consequences of submitting and publishing its User Content on the Website.
(f) User will not use the Website, the Services, any Contract or the User Account to complete, or attempt to complete any commercial transaction between Users outside of the Website, including but not limited to the offer or supply of photos currently, previously held, displayed on the Website or transacted in relationship created by Wehands that results in Wehands not being paid commissions to be paid if the Contract for such relationship was concluded.
(g) Wehands does not endorse any User Content submitted to the Website by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Wehands expressly disclaims any and all liability in connection with User Content. Wehands does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Wehands will remove all User Content if properly notified that such User Content infringes on another's intellectual property rights. Wehands reserves the right to remove User Content without prior notice.
(6) Client may not upload to the Website any User Content that:
(a) infringes any third party's copyrights or other intellectual property rights or any right of publicity or privacy;
(b) contains any pornographic, defamatory, or otherwise unlawful or immoral content;
(c) exploits minors;
(d) depicts unlawful or violent acts;
(e) depicts animal cruelty or violence towards animals;
(f) promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition;
(g) violates any law, statute, or regulation.
(7) Except as expressly provided herein or in a separate license agreement between User and Wehands, Wehands does not grant any express or implied permission to use the Website or any Wehands content. User agrees not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Website or any Wehands content. In addition, User agrees not to use any data mining, robots or similar data and/or photo gathering and extraction methods in connection with the Website or Wehands content.
(8) User may choose Premium account to access the additional Services provided by Wehands. In such case User agrees to comply with the terms and rules specified for Premium accounts on the Website and pay Premium Fee.
5. Contract concluded between the Client and Retoucher
(1) Retoucher may provide retouching services to Client only on the basis of Contracts concluded with Client. To offer photos for retouching to Retouchers Client shall launch Contract.
(2) Client may launch Contract using the Website by the completion of the details specified as required for Contract. Client may launch Private Contract by choosing the option “Private” on the form of Contract launch, so that other Users will be able to see the Client’s photos exclusively upon Client’s approval. In case Client did not mark the Contract as private and launch the Contract, Wehands is not responsible that the Client’s photos became available to other Users.
(3) Contract includes such information as specified and in the manner made available in the Website by Wehands from time to time including but not limited to:
(a) the Budget which Client is prepared to pay for retouching of the Client’s photos;
(b) Specification Requirements for the Retouch;
(c) Deadline and if necessary intermediate terms for the provision of the retouched Client’s photos by Retoucher for Client’s review.
(d) category of Client’s photos and if Client’s photos fall into the scope of Sensitive content, the relevant mark.
(e) whether the Client requires the Contract to be treated as confidential by Retouchers;
(f) category of Contract;
(g) another information the Client wish to add.
(4) By accepting the Contract Retoucher accepts the offer of the Client for Retouch of Client’s photos according to the Specification Requirements and agrees to the terms and conditions specified in the Contract as well as herein. The Contract between the Client and the Retoucher deemed to be concluded since the acceptance of the Contract by the Retoucher.
(5) RETOUCHER ACKNOWLEDGES AND AGREES THAT RETOUCHER HEREBY ASSIGNS, TRANSFERS, AND CONVEYS UNTO CLIENT, ALL EXCLUSIVE RIGHTS, TITLE, AND INTEREST IN AND TO PHOTOS CREATED BY THE RETOUCHER BEFORE, DURING OR AFTER THE EXECUTION OF THE CONTRACT WITH THE CLIENT ON THE BASIS OR WITH THE USE OF CLIENT’S PHOTOS (RETOUCHED PHOTOS) AND IN AND TO ANY AND ALL COPYRIGHTS ON SAID RETOUCHED PHOTOS THAT MAY ARISE AND/OR MAY BE GRANTED WORLDWIDE, AND INCLUDING EACH AND EVERY DERIVATIVE WORK ARISING FROM SAID RETOUCHED PHOTOS.
(6) By accepting the Contract Retoucher undertakes to retouch the Client’s photos in the manner specified in the Specification requirements and provide Retouched photos for Client’s Review and Award before the Deadline and agrees to assign all exclusive rights, title, and interest in and to photos created by the Retoucher on the basis of Client’s photos before, during or after the Completion of the Contract and Client undertakes to pay the Budget for Awarded photos.
(7) Retoucher shall complete the Retouch in the manner and before the Deadline stipulated in the Contract. Retoucher may submit Retouched photos for Client’s review before the Deadline.
(8) In case the Retoucher does not submit the photos upon expiration of Deadline, the Client may terminate the Contract and launch a new Contract.
(9) The Client shall review Retouched photos uploaded by the Retoucher and may award Retouched photos or send Retouched photos to the Retoucher for Revision specifying the arrears in the Retouched photos to be eliminated. or The Client may specify only those arrears that are reasonably occur from the Specification requirements set out in the Contract.(10) If the Retouched Photos send to the Retoucher by the Client for Revision, the Retoucher shall eliminate arrears specified by the Client and submit revised photos for Client’s review.
(11) The Client shall review revised Retouched photos and may award them or send a refusal to award in case the revised Retouched photos are still not in compliance with the Specification requirements. In case of Client’s refusal to award the revised Retouched photos, the Retoucher may ask Wehands to provide Arbitration and check the compliance of the revised Retouched photos with the Specification requirements in order to approve the Client’s refusal or reject the Client’s refusal and approve revised Retouched photos as satisfying. If the Client’s refusal to award is approved by Wehands, the Contract is terminated from the date of the Client’s refusal. The User acknowledges and agrees that Wehands may charge fee for the Arbitration as specified on the Website.
(12) The Client is entitled to receive hi-res Retouched photos only after the Award of the Retouched photos and payment of the Budget. Hi-res Retouched photos could be provided at the External resource. Wehands may check the compliance of the Retouched photos provided at the External resource with the terms of Contract, however Wehands is not responsible for the content published there and work of the External resource.
(13) Awarded photos as well as revised Retouched photos submitted by the Retoucher and approved by Wehands as satisfying are subject to the payment of the Budget.
(14) Upon the Award the Retoucher Fee is credited to Retoucher’s account as defined in the section 7 (Fees and Charges).
(15) The Contract is deemed to be completed and closes automatically upon the payment of the Budget.
(16) In case of disputes arising between Clients and Retouchers, Wehands may provide Arbitration and act as arbitrator for the resolution of such disputes amicably by any lawful means in Wehands’ own discretion. If the dispute could not be resolved amicably, User may pursue the dispute independently, but User acknowledges and agrees that Wehands will not and is not obligated to provide any dispute assistance in such case. User acknowledges and agrees that Wehands may charge fees for Arbitration as provided on the Website.
(17) Each of the Client and the Retoucher acknowledges and agrees that, unless otherwise agreed by Wehands in exceptional circumstances separately agreed, Wehands will not be a party to the Contract between the Client and Retoucher and, upon the making of the Awarded photos available for download by the Client in accordance with this Agreement, Wehands shall bear no liability whatsoever to either the Retoucher or the Client in relation to any aspect of the Contract.
6. Clients launching the Contract
(1) By launching a Contract, the Client agrees to be bound by the terms of the Contract to be concluded with the Retoucher. Client is not obliged to award any photo as a consequence of launching a Contract, but if the Client awards an images or photos submitted by Retoucher while the Contract remains open, the Client must enter and be bound by the terms of the Contract with the Retoucher.
(2) Client must not include in a Contract any material which is or may be defamatory, racially, religiously or sexually discriminatory or vilifying, offensive, in breach of a duty of confidentiality owed to anyone, in breach of any contract or otherwise unlawful; see also sections 11 (Confidentiality) and 12 (Intellectual Property Rights).
(4) Client may, but is not obliged to, provide Retoucher with a rating or feedback on any Retouched photos submitted by Retoucher under the Contract.
(5) Client acknowledges that:
(a) Wehands may impose a limit to the number of submissions of Retouched photos or the storage volume of such photos;
(b) it is Client’s risk if Retoucher does not submit Retouched photos under the Contract or submit Retouched after Deadline;
(c) it is Client’s risk if Retoucher fails to perform the Retouch of Client’s photos in compliance with the Specification Requirements set by Client in the Contract.
(6) By registering at the Website, Client expressly grants Wehands a perpetual, non-exclusive, worldwide right and license (with the right to sublicense) to use, display, copy, transmit, reformat, resize, create collective works and distribute Client’s photos as well as Retouched photos assigned by the Retoucher to the Client for any purpose on, or in connection with, the Website or the promotion thereof, or for Wehands’ business, business divisions, or for User discussion purposes, in any media now known or later developed. Client represents and warrants that Client will not upload any photo to which you Client does not have the full right to grant the license specified in this Section and that Wehands (and its sub-licensees) shall be free to exercise the rights to Client’s photos granted by Client herein without obtaining permission or license from any third party and without reference to you or any other person. Such rights shall include, but not be limited to, the right to:
(a) display any photo made available by the Client or Retouched photos assigned by Retoucher to the Client for license or public viewing on the Website, whether such photo is offered in response to a Contract, at Wehands’ request, or otherwise, and in such manner as Wehands may consider reasonable. Wehands is not obliged to display any photo or to do so in any particular manner;
(b) reproduce, communicate and publish any photos supplied by Clients or Retouched photos assigned by Retouchers to the Clients, with or without attribution, as Wehands may determine necessary for the purpose of marketing the Website and the Services of itself or divisions;
(c) delete Client’s photos from the Website from time to time in Wehands’ own discretion;
(d) create one or more reduced size “thumbnails” or “blur” of the Client’s photos or Retouched photos assigned by Retoucher to Client, which may or may not be digitally watermarked as Wehands may consider necessary and display the thumbnails or blur in the area of the Website set aside for the Contract so that it may be considered by the Users, as well as allow Users to share the thumbnails through third-party social media channels for discussion purposes.
(7) All Client’s photos (other than thumbnails or blur created for sharing purposes) will be securely stored and will not be released to anyone unless for the purposes of indexing for copyright and photo theft monitoring services that the Client grants Wehands permission to share for the sole purposes of copyright monitoring.
7. Retouchers accepting the Contract
(1) By accepting the Contract or submitting Retouches photos in response to a Contract the Retoucher agrees to the terms of Contract with the Client as specified herein and in the Contract at the Website.
(2) Retoucher accepted the Contract agrees and is obliged to:
(a) upload Retouched photos in response to the Contract by using the process for responding to a Contract made available by Wehands in the Website;
(b) retouch Client’s photos in compliance with the Specification Requirements set out in the Contract.
(c) use Client’s photos only for the purpose of Retouch and will not share them with any third parties or publish on External resources.
(d) provide the Client and Wehands with the external link to the Client to storage of modified photos if the submission of the modified photos through the website in not possible or not desirable due to high volume of such modified photos.
(e) ask Client’s permission for the use of Client’s photos for Potfolio at the Website as well as any other use.
(f) use Client’s photos exclusively upon the receipt of Client’s permission for such use.
(3) Retoucher is not entitled to use Client’s photos for any kind of modification, retouching, change, creating new photos on the basis of Client’s photos unless it accepts the Contract and do so in accordance with the Contract. Retoucher is not entitled to use Client’s photos for any other purposes other than Retouch as specified in the Contract and is not entitled to use Retouched photos without Client’s consent clearly expressed by the Client.
RETOUCHER ACKNOWLEDGES AND AGREES THAT RETOUCHER HEREBY ASSIGNS, TRANSFERS, AND CONVEYS UNTO CLIENT, ALL EXCLUSIVE RIGHTS, TITLE, AND INTEREST IN AND TO PHOTOS CREATED BY THE RETOUCHER BEFORE, DURING OR AFTER THE EXECUTION OF THE CONTRACT WITH THE CLIENT ON THE BASIS OR WITH THE USE OF CLIENT’S PHOTOS (RETOUCHED PHOTOS) AND IN AND TO ANY AND ALL COPYRIGHTS ON SAID RETOUCHED PHOTOS THAT MAY ARISE AND/OR MAY BE GRANTED WORLDWIDE, AND INCLUDING EACH AND EVERY DERIVATIVE WORK ARISING FROM SAID RETOUCHED PHOTOS.
(4) Retoucher must not include in any entry or in any Retouched photos any material which is or may be defamatory, racially, religiously or sexually discriminatory or vilifying, offensive, in breach of a duty of confidentiality or privacy owed to anyone, in breach of the intellectual property rights and/or moral rights of an author of the photo, in breach of any contract or otherwise unlawful; see also sections 11 (Confidentiality) and 12 (Intellectual Property Rights).
(5) Retoucher acknowledges that:
(a) Wehands may impose a limit to the number of submission of Retouched photos or the storage volume of such photos;
(b) Retoucher acquires no rights to any photos created by Retoucher on the basis of Client’s photos, either in from of retouching, modification, change of Client’s photos.
(6) By registering at the Website, Retoucher expressly grants Wehands a perpetual, non-exclusive, worldwide right and license (with the right to sublicense) to use, display, copy, transmit, reformat, resize, create collective works and distribute any Retoucher’s photos for any purpose on, or in connection with, the Website or the promotion thereof, or for Wehands’ business, business divisions, or for User discussion purposes, in any media now known or later developed. Retoucher represents and warrants that Retoucher will not upload any photo to which Retoucher does not have the full right to grant the license specified in this Section and that Wehands (and its sub-licensees) shall be free to exercise the rights to Retoucher’s photos granted by Retoucher herein without obtaining permission or license from any third party and without reference to you or any other person. Such rights shall include, but not be limited to, the right to:
(a) display any photo made available by the Retoucher for license or public viewing on the Website, whether such photo is offered for portfolio of Retoucher, at Wehands’ request, or otherwise, and in such manner as Wehands may consider reasonable. Wehands is not obliged to display any photo or to do so in any particular manner;
(b) reproduce, communicate and publish any photos supplied by Retouchers, with or without attribution, as Wehands may determine necessary for the purpose of marketing the Website and the Services of itself or divisions;
(c) delete Retoucher’s photos from time to time in Wehands’ own discretion;
(d) create one or more reduced size “thumbnails” of the Retoucher’s photos or “blur” of the Retoucher’s photos, which may or may not be digitally watermarked as Wehands may consider necessary and display the thumbnails or blur in the area of the Website set aside for the Contract so that it may be considered by the Client, as well as allow Users to share the thumbnails through third-party social media channels for discussion purposes.
(7) Where the Retoucher has only submitted low-resolution (lo-res) Retouches photos, upon any Award in respect of such Retouched photos the Retoucher will provide to Wehands and the Client the high-resolution (hi-res) or other format Retouched photos as required by the Contract.
(8) All Retoucher’s photos (other than thumbnails or blur created for sharing purposes) will be securely stored and will not be released to anyone unless (a) the Client Awards one or more of the photos, in which case only the hi-res photos Awarded will be made available to the Client for download from the Website, (b) for the purposes of indexing for copyright and photo theft monitoring services that the Retoucher grants Wehands permission to share for the sole purposes of copyright monitoring.
8. Fees and Charges
(2) The Client acknowledges, confirms and agrees that
(a) the costs to be incurred by the Client for the Contract constitute of the Budget and are payable by the Client to Wehands by credit card or other supported services as specified on the Website including but not limited to Premium fee (Designated payment method).
(b) the Client may launch the Contract only if the Client’s account is credited by the Client with the amount of money equal to or higher the Budget of the Contract (Deposit).
(c) when the Client launches the Contract, the amount of Budget specified by the Client in the Contract is frozen at the Client’s account by Wehands.
(d) When the Retouchers Photos are Awarded by the Client the Budget is credited to Wehands account.
(3) The Retoucher acknowledges, confirms and agrees that:
(a) When the Retouchers Photos are Awarded by the Client Wehands credits the Retoucher account with Retoucher fee which is equal to the Budget after deduction of Wehands Fee (15%) and applicable taxes as specified herein.
(b) Wehands will be paid the Wehands Fee that will be deducted by Wehands Fee from the Budget in the amount of 15% of the Budget amount.
(c) Any special transfer fees, taxes or commissions related to the transfer of payment to the Retoucher will be deducted from the Retoucher Fees.
(4) Unless otherwise provided on the Website from time to time creation of User Account by Client is free; Wehands charges Premium Fee for the Premium User Accounts.
(5) Each of the Retoucher and the Client acknowledge, confirm and agree that:
(a) Wehands may, in its sole and absolute discretion of Wehands, increase, decrease, modify, alter, introduce or remove any fee charged by Wehands for the Services, either permanently or temporarily;
(b) Wehands will provide 15 days’ notice to existing Retouchers for any prospective change of the Wehands Fee or any other fees charged by Wehands for the Services, and these changes will only affect transactions that take place after the 15 days’ notice period has elapsed unless where these changes are beneficial to the Retoucher are agreed to in writing between Wehands and the Retoucher;
(c) unless otherwise stated all fees are in US dollars.
9. Return of Funds
(1) User acknowledges and agrees that any amounts of money paid for the Services of the Website are not refundable unless the Wehands decides otherwise upon User’s request or in the cases specified herein below.
(2) The request for refund shall be sent to [email protected]. Within 14 days Wehands will credit the User’s designated payment method with the amount of due sum of money. Wehands is not responsible for payment of all such fees, commissions, or taxes that may be applied to the transfer of money back to the Client’s credit card or payment account. All such fees, commissions, or taxes shall be paid solely by the User.
(3) User acknowledges and agrees that Wehands will charge User’s designated payment method for the payment of Budget for Photos Awarded. Once Wehands charges or debits the User’s designated payment method for the Budget including the Wehands Fee or other payments as specified herein, the charge or debit is non-refundable, except as otherwise required by applicable law.
10. Website Access
(2) Wehands will not provide the User with any software or hardware required to assist the User in gaining access to the Website or use the Services.
(4) Wehands reserves the right, immediately, and without notice to the User, to suspend or to terminate the right of the User to access the Website for any reason whatsoever, including if:
(b) the User misuses the Website or fails to comply with the obligations of the User as to the use and access of the Website;
(c) the User fails to comply with any other agreements, including but not limited to any Contract, Marketplace Contributor Agreement, or Non-Disclosure Agreement, policies or procedures as communicated by Wehands from time to time;
(5) User acknowledges that access to the Service may be suspended or terminated at any time at the discretion of Wehands.
11. Services and Website Availability
User acknowledges and confirms that:
(a) the Website or any part of the Website may be temporarily or permanently unavailable;
(b) Wehands makes no representation or guarantee that access to the Website will be secure, uninterrupted or error free;
(c) Wehands makes no representation or assurances that the Website or Services will satisfy the requirements of the User;
(d) Wehands makes no representation or assurances that the Website will comply with any particular laws, regulations, codes or industry standards;
(e) Wehands will not be liable to any User in the event of suspension of operation of or interruption to the Website or any part of the Website for any reason;
(f) Wehands may change the Website or any part of the Website at any time and without notice to the User;
(g) Wehands may, in its absolute discretion and without notice to the User, deny the User access to the Website or any part of the Website at any time and for any period of time.
12. Confidential Information
(1) The User must treat as confidential all Confidential Information.
(2) The User must not, without the prior written permission of Wehands, use or disclose Confidential Information to a third party, or otherwise use or exploit the Confidential Information.
(3) The foregoing obligations and commitments not to disclose Confidential Information shall not apply to disclosure where required by law or a regulatory body.
(4) The obligations of the User under this clause shall survive the termination of this Agreement.
13. Intellectual Property Rights
(1) User acknowledges and confirms that by posting the information and other content on or through the Website, User grants Wehands a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Website or Services. Wehands has the right, but not the obligation, to monitor the Website and User Content. Wehands may remove or disable any User Content at any time for any reason, or for no reason at all.
(2) By submitting a photo to the Website, User represents and warrants that the use of the photo (including any content included in the photo) by Wehands and/or an User will not violate the rights of any third-party, including any copyright, trademark, privacy, or other personal or proprietary rights, and that the photo does not contain libelous or otherwise unlawful, abusive or obscene materials, and that Wehands and Users may use the photo without the need to seek or obtain permission or license from any third party.
(3) In addition, User acknowledges that it is the sole responsibility of the User to ensure that it has all releases and clearances required to enter the photo, including but not limited to any moral rights consents, model or location releases required.
(4) Wehands will be entitled at its sole discretion, but not obliged, to request and receive production of any proof of ownership, rights, licenses, permits, releases or clearances that in its opinion may be required or which are required by any Contract. Wehands will be entitled, at its sole discretion, to refuse to allow a photo to be entered in response to a Contract if, for any reason, it is concerned that there may be a dispute or legal claim of any kind arising from the photo.
(5) If Client includes in any Contract any photo or other work the copyright in which belongs to a third party, the Client must be licensed by the copyright owner to use the photo for the purposes of the Contract and to permit Wehands to display and communicate the photo in accordance with this Agreement.
(7) The operation of the website, including User Content, may be unencrypted and involve transmission to Wehands’ third party vendors and hosting partners to operate and maintain the Website. Accordingly, User acknowledges that User bears sole responsibility for adequate security, protection and backup of User Content. Wehands will have no liability to User for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.
(8) User must not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any software underlying the Website or other intellectual property used to provide the Services, or to obtain any information from the Website, using any method not expressly permitted by Wehands.
(9) User and Wehands agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) any claims related to allegations of theft, piracy or unauthorized use of the Wehands Service are NOT subject to mandatory arbitration. Instead, User and Wehands agree that these claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by courts of competent jurisdiction as provided herein.
(1) Each User must hold harmless, defend, indemnify and keep indemnified Wehands, its subsidiaries, divisions, and affiliates, and their respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives, and affiliates (collectively, the "Wehands Indemnitees") from and against all loss, cost, expense (including legal costs and expenses on a solicitor and own client basis) or liability whatsoever incurred by Wehands arising from any claim, demand, suit, action or proceeding by any person against Wehands where such loss or liability arose out:
(b) the use or misuse of the Website or the Services;
(c) a dispute with another User;
(d) User’s violation of any law or the rights of a third party; or
(e) User’s photo, including any claims for intellectual property infringement or violation of personal rights.
(2) User agrees to cooperate as fully as reasonably required in the defense of any claim. Wehands reserves the right to assume the exclusive defense and control of any matter subject to indemnification by User for which User will remain responsible for indemnifying and holding harmless the Wehands Indemnitees.
16. Implied Terms
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
17. Disclaimer and Exclusion of Liability
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WEHANDS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. WEHANDS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WEHANDS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE INFRINGMENT OF COPYRIGHT BY OTHER USERS. WEHANDS UNDERSTAND THE IMPOTANCE OF COPYRIGHT AND HELPS USERS TO PROTECT IT, HOWEVER WEHANDS IS NOT REPOSNSIBLE FOR ANY UNAUTHORISED DISCLOSURE OR DISTRIBUTION BY OTHER USERS OF ANY USER CONTENT UPLODED TO THE WEBSITE BY USERS.
(1) The User acknowledges that:
(a) in accessing the Website, the User has relied on User’s own skill and judgment in the use of the Website and in determining its sufficiency for the use and results which User intends to obtain from the Website;
(b) no promise, representation or warranty has been made by Wehands in respect of the profitability, benefits or any other consequence in the use of the Website, or in respect of the suitability of the Website to the operations, business or needs of the User.
(2) The Website is provided "as is," and Wehands hereby expressly disclaims any and all warranties of any kind or nature, whether express, implied, or statutory. Wehands does not warrant or represent that the Website will be free from bugs or that the use of Website will be uninterrupted or error free, and Wehands does not make any other representations regarding the use, or the results of use, of the Website in terms of accuracy, reliability, or otherwise.
(3) Wehands shall not be liable for any loss of use or goodwill, interruption of business, loss or inaccuracy of business information or data, lost profits, cost of procurement of substitute services, or any indirect, special, incidental, exemplary, or consequential damages of any kind regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or otherwise, even if it has been advised of the possibility of such damages.
(4) In no event shall Wehands, its agents, successors, subsidiaries, affiliates or assigns, and each of their respective officers, directors, employees be liable to any User of the Website or any other person or entity for any direct, indirect, special, incidental, punitive, consequential or exemplary damages (including, but not limited to, damages for loss of profits, loss of data, or loss if use) arising out of the use or inability to use the Website, Wehands Services or any information or photos contained thereon or stored or maintained by Wehands, whether based on warranty, contract, tort, or otherwise, even if Wehands has been advised of or should have known of the possibility of such damages or losses. In no event shall the total liability of Wehands, its agents, successors, subsidiaries, affiliates or assigns, and each of their respective officers, directors, employees, for all damages, losses, and causes of action resulting from User’s use of the Website, whether in contract, tort (including, but not limited to negligence) or otherwise, exceed the amount paid to Wehands for the use of Website or Services. Without limiting the foregoing, in no event shall Wehands, its divisions, agents, successors, subsidiaries, affiliates or assigns, and each of their respective officers, directors, employees, have any liability for any damages or losses arising out of or otherwise incurred in connection with the loss of any photo or data or information contained in User Account or otherwise stored by or on behalf of Wehands.
18. Force Majeure
19. Further Assurances
20. Entire Agreement
21. Other Websites
The Website may contain links to other websites that are owned or operated by third parties (External resources). These links are provided for convenience only and may not remain current or available. Wehands should not be construed as endorsing, approving, recommending or giving preference to these third parties or their Websites, or any information, products or services referred to on those third-party websites unless expressly stated. If the User links to these websites, it/he/she does so at its/his/her own risk and should make its/his/her own enquiries as to the privacy policies of these third parties. Wehands is not responsible for information on, or the privacy practices of such websites.
22. Secure Data
Given the nature of the Internet, Wehands cannot guarantee that any data transmission is totally secure. Whilst Wehands takes precautions to protect information, Wehands does not warrant and cannot ensure the security of any information the User transmits to Wehands or this Website. The User therefore transmits to this Website at your own risk. However, once Wehands receives data, Wehands will take reasonable steps to preserve its security. If the User becomes aware of any problems with the security of the data or the Website, please contact Wehands immediately by email at [email protected].
23. Viruses and Malware
Given the nature of the internet, Wehands cannot guarantee that this Website is free from viruses, "malware", fault or other conditions which could damage, use or interfere with the Userʼs computer systems. User must take its own precautions to ensure that it is not infected with any such code and assumes the risk of any damage or loss as a result of using this Website.
25. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of the Republic of Estonia and the User irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of that location. If the User accesses this Website in a jurisdiction other than such location, the User is responsible for compliance with the laws of that jurisdiction, to the extent that they apply. Wehands makes no representations that the content of this Website complies with the laws of any country other than in its location.
(1) Wehands may, from time to time, add or remove information, products or services from this Website without notice.
27. Copyright and Theft Protection Services
(1) If you believe that any photo or other material made available by Wehands infringes upon any copyright that you own or control, you may notify Wehands by sending letter to [email protected]
(2) Wehands partners with third party providers for Copyright Protection Services to help Users to monitor and protect their rights and prevent photo theft.
(3) You agree you will not use the Website to:
(a) harm children, minors or adults in any way;
(b) impersonate any person or entity, employee, representative, or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website or third-party providers;
(d) upload, post, email, transmit or otherwise make available or communicate any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (including proprietary or confidential information belonging to others);
(e) upload, post, email, transmit or otherwise make available or communicate any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any other person or entity;
(f) upload, post, email, transmit or otherwise make available or communicate any content that is unlawful, threatening, menacing, abusive, harmful, invasive of another's privacy or publicity rights, defamatory, libelous, illegal, hateful, or racially, ethnically or otherwise objectionable including without limitation content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
(g) upload, post, email, transmit or otherwise make available or communicate any content that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(h) interfere with or disrupt the Website, Services or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website, including using any device, software or routine to bypass robot exclusion headers;
(i) intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law.