THESE TERMS AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. PLEASE READ THEM CAREFULLY BEFORE USING THE SERVICES OF FOTOREF.

Terms and conditions to use Fotoref’s website and its services are set forth in the following documents:

1. General Terms and Conditions

2. Privacy Policy

DEFINITIONS

1. Buyer – A person, who purchases Products or downloads Products that are available free of charge from the Site.

2. Fotoref – Larga Ltd trading as Fotoref, PO Box 105454, Auckland, New Zealand, 1143.

3. Content – any material published at the Site including but not limited to photos, videos, audio materials and any other information.

4. General Terms – this General Terms and Conditions in its entirety and including all terms and (or) information, accessible via any links, provided in this document.

5. Contributor – any person who creates a contributor account at the Site, enabling to upload Products to Fotoref’s store and to offer them for sale or free download.

6. Product – any Content, uploaded by a Seller to the Product section of the Site and thus offered by the Seller to the potential Buyers for purchase or free download.

7. Seller – a Contributor.

8. Site – fotoref.com website.

9. Privacy Policy – collection and process of personal data, available here.

10. Affiliate – any person who creates an affiliate account at the Site, enabling them to earn a commission on sales of products on the Site when the Buyer was referred by that affiliate.

GENERAL TERMS OF USE OF THE SITE

1. License to Use This Site

1.1. This agreement will become effective upon creating an Affiliate Account and will remain in effect for the duration of your Account. To register for an Account, you must be and hereby represent that you are a legal entity or an individual 18 years or older who can form legally binding contracts.

1.2. This Site is protected by copyright law and international treaty. You are allowed to use the Site for your personal, non-commercial internal use only, unless specifically licensed to do otherwise by Fotoref or unless it is expressly indicated otherwise.

This right to use this Site constitutes a license, not a transfer of title, and you may not nor permit anyone else to:

• modify the Site or use it for any commercial purpose or public display, performance, sale or rental;
• de-compile, reverse engineer, or disassemble, modify the Site, create derivative works based on the information, published on the Site;
• remove any copyright or other Fotoref proprietary notices;
• mine, hack, spider, or survey the Site;
• copy any proprietary information or ideas from the Site;
• transmit spam, bulk or unsolicited communications;
• pretend to be Fotoref or someone else, or spoof Fotoref or someone else’s identity or spoof the Site;
• forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content, published on the Site;
• misrepresent your affiliation with a person or entity;
• disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other Site users’ ability to use the Site;
• engage in activities that would violate any fiduciary relationship, any applicable local, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm;
• collect or store personal data about other users unless specifically authorized by such users;
• collect or store Site data for any other purpose except as explicitly allowed herein.

1.3. You agree to prevent any violations of this General Terms, including the licensing terms for the Site. Any violation of this General Terms can lead to account cancellation and a revocation of all licenses.

2. Site Ownership

2.1. All information on the Site is copyrighted proprietary material of Fotoref and (or) Contributors and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Fotoref’s prior permission. Except as expressly provided herein, Fotoref and its suppliers do not grant any express or implied right to you under any patents, registered design, copyrights, trademarks, or trade secret information of Fotoref.

Fotoref’s logos, slogans trademarks whether registered or unregistered may not be used without Fotoref’s specific written consent to do so.

3. Affiliates

3.1. In consideration of your use of the Site, you agree to:

• provide accurate, current, and complete Affiliate account information about you as may be prompted by the registration and/or login form on the Site (the "Account Details");
• maintain the security of your password and identification;
• maintain and promptly update the Account Details, and any information you provide to Fotoref, to keep it accurate, current and complete;
• accept all risks of unauthorized access to information and account data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Site.

3.2. You are responsible for all activity that takes place under your Affiliate user ID. It is your responsibility to maintain the confidentiality of your user ID and password.

3.3. By signing up to this Site you agree to register using a valid email address that you are entitled to use and that is not hosted by any temporary email service.

3.4. Fotoref may terminate or deactivate the account of any person or entity for any reason at any time without notice. Upon the termination, you will immediately cease use of, and remove from your site, all links to Fotoref and all our images and other materials provided under the Affiliate program.

4. Privacy and Security

Fotoref takes privacy very seriously and shall never sell, share, or otherwise disclose any of your personal information to anyone. Information that is collected upon sign up is used only to enhance your experience on the Site and for troubleshooting purposes. The principles of the personal data process are set forth in Privacy Policy document.

5. Termination of this License

5.1. Fotoref may unilaterally terminate this license for the use of the Site at any time, without any prior notifications, if you are in breach of any of these terms and conditions of use, as judged in the sole discretion of Fotoref. Termination of this license is in addition to the other rights and legal remedies available to Fotoref and those rights are reserved.

6. Notifications

All Fotoref’s notifications shall be sent to your notifications section under your profile dashboard or via email at the address you provided to Fotoref when you created your account or as later updated. You hereby agree and acknowledge that Fotoref shall notify you using either of aforementioned notification means at its own discretion and is not responsible to notify you in any other way.

WARRANTIES AND LIABILITY

7. General Information

This section contains important information regarding the liability of Fotoref that every Affiliate should read carefully and, if necessary, with the appropriate assistance of his legal advisor.

8. Indemnification

You agree to indemnify, defend and hold harmless Fotoref, its affiliates, and their respective officers, shareholders, partners, representatives, agents and employees from any and all liability, loss, damages, claim and expense, including reasonable attorney’s fees, related to or arising from your violation of General Terms, your use or misuse of the Site and (or) Content, or any infringement of any intellectual property or other right as a result of the of Content or your use or provision of the Content. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which you will cooperate with us in asserting any available defenses.

9. Limitation of Liability

In no event shall Fotoref or any of its affiliates, or their respective officers, shareholders, partners, representatives, agents and employees be liable for any direct, indirect, punitive, special, incidental, exemplary or consequential damages or any damages whatsoever (including without limitation, damages for loss of use, data, information, profits or business interruption) arising out of or in any way related to the use or performance of this Site or any linked web site or to any Content or other material obtained through this Site, or otherwise arising out your inability to use this Site or any decision made or action taken by you in reliance of any information, advice or materials on this Site, whether such damages are based in tort, contract, negligence, strict liability or otherwise, even if Fotoref has been advised of the possibility of such damages. Your sole and exclusive remedy is to discontinue your access to and use of the Site, even if this remedy fails of its essential purpose. As some jurisdictions do not allow the exclusion or limitation of liability to a certain extent, some of the above exclusions or limitations may not apply to you.

10. No Warranty

10.1. Fotoref makes all commercially reasonable efforts to ensure that all material, information and data on this Site are accurate and reliable; however, accuracy cannot be guaranteed.

10.2. This Site is provided by Fotoref on an “as is” basis. Fotoref makes no warranties with respect to this site, and disclaims all applicable warranties, express or implied, including without limitation all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement for the Site and all Content and any warranties arising from course of dealing or usage in trade. Fotoref makes no warranty or representation regarding results that may be obtained from use of this site, or use of material, information or data downloaded or otherwise obtained from this Site, or regarding the accuracy or reliability of any information obtained from this Site. Fotoref does not warrant or guarantee the accuracy, completeness, correctness, timeliness, or usefulness of this Site or any Content or other material, obtained through use of this Site or that use of this site or any product/content on this Site will meet any requirement, be uninterrupted, timely, secure or error-free. Fotoref shall have no responsibility for the timeliness, deletion, misdelivery or failure to store any user communication.

10.3. No advice or information, whether oral or written, obtained by you from Fotoref or in any manner from this Site shall create any warranty.

10.4. As all uploaded Content is pre-moderated before being published in the Site’s store in no event will Fotoref be liable for any delays in reviewing the Content.

11. Third-Party Websites

This Site may link to, or be linked to, other websites not maintained by or related to Fotoref. These links are provided only as a service to our users. Fotoref is not, directly or indirectly, implying any approval, association, sponsorship, endorsement or affiliation with any linked or linking website. Fotoref has not reviewed all third party websites and is not responsible for their content, accuracy, or policies. If you link to or retrieve any other pages or websites it is at your own risk.

12. OTHER TERMS

12.1. Fotoref reserves the right at any time to modify, suspend or terminate the services (or any part thereof) provided at the Site, and/or your use of or access to them, with or without notice. Fotoref may also delete, or bar access to or use of, all related information and files. Fotoref will not be liable to you or any third-party for any modification, suspension, or termination of the Services, or loss of related information. Fotoref may amend General Terms and Privacy Policy at any time without notice, as all terms and conditions will be posted on this URL and should be consulted by you prior to use.

12.2. The laws of New Zealand govern General Terms and Privacy Policy as well as any other terms of the Site without regard to any choice of laws or conflicts of law provisions. You agree that any lawsuit arising from or related this Site, General Terms or Privacy Policy shall be brought exclusively courts located in Auckland, New Zealand and you consent to the exclusive jurisdiction of such courts. The United Nations Convention for the International Sale of Goods does not apply to this agreement.

12.3. If any provision of this General Terms or Privacy Policy is held invalid, void, or for any reason unenforceable, that provision shall be severed and the remaining condition will remain in force to the fullest extent provided by law.

12.4. Any waiver of any portion of General Terms will be effective only if in writing and signed by an authorized officer of Fotoref. This is the entire agreement applicable to Content and your use of the Site.

12.5. Fotoref has a right to amend General Terms and Privacy Policy or any other document containing terms and conditions of Fotoref services without any prior warning. Such amendments shall be notified to the Affiliates.

12.6. No partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by General Terms.

TERMS OF THE AFFILIATE PROGRAM

13. Applicability

13.1. These terms apply in conjunction with General Terms.

14. Rights, Obligations and Representations of the Affiliate

14.1. After signing up for the Program Affiliates are provided with a referral link that must be used to identify the Affiliate when placing a link from their website, email or other communications to refer Buyers to the Fotoref website. It is the affiliate’s responsibility to ensure each such link is correctly formatted.

14.2. Affiliates are permitted to use the Fotoref brand and provided marketing resources. Logos and other assets cannot be modified. The Affiliate does not gain any trademark, copyright or any other rights to these materials.

14.3. The Affiliate will never imply that they are acting on behalf of Fotoref and will never advertise Fotoref products directly. In addition, the Affiliate may not in any manner misrepresent or embellish the relationship between Fotoref and the Affiliate, say they develop Fotoref’s Services, say they are part of Fotoref, or express or imply any relationship between Fotoref and the Affiliate or any other person or entity, except as expressly permitted by this agreement.

15. Affiliate’s Website

15.1. The Affiliate will be solely responsible for the development, operation, and maintenance of their website, and for all materials that appear on their website. Fotoref may notify the Affiliate of any changes to the website that they feel should be made, or to make sure that the links to Fotoref’s website are appropriate. If the Affiliate does not make the changes to their website that Fotoref feels are necessary, Fotoref reserves the right to terminate the affiliate’s participation in the Affiliate Program.

15.2. The Affiliate may not create or design their website or any other website they operate in a manner which explicitly or impliedly resembles Fotoref’s website, nor design their website in a manner that leads customers to believe that the Affiliate is Fotoref or any other affiliated business.

15.4 Fotoref may cancel the Affiliate’s account if Fotoref determines that the Affiliate’s website is unsuitable for the Program, including if it:

• promotes sexually explicit materials;
• promotes violence;
• promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• promotes illegal activities;
• incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
• includes "Fotoref" or variations or misspellings thereof in its domain name;
• is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in Fotoref’s sole discretion.

16. Promotion Restrictions

16.1. The affiliate is solely responsible for ensuring that their reviews, product descriptions, and articles (if applicable on their website) comply with all applicable copyright, trademark, and other laws. Fotoref will not be responsible if the affiliate uses another party’s copyrighted or trademarked material in violation of the law.

16.2. The affiliate is free to promote their own websites, but any promotion that mentions Fotoref could be perceived by the public or the press as a joint effort. Certain forms of advertising are prohibited by Fotoref, such as spamming, unsolicited commercial email (UCE), postings to non-commercial newsgroups, and cross-posting to multiple newsgroups at once. The affiliate may not advertise in a way that effectively conceals or misrepresents their identity, domain name, or return email address. Mailings to customers to promote Fotoref are acceptable as long as the recipient is already a customer or subscriber of the Affiliate’s services or website, and they have the option to remove themselves from future mailings. Posting to newsgroups to promote Fotoref is also acceptable as long as the newsgroup specifically welcomes commercial messages. The Affiliate must clearly represent themselves and their websites as independent from Fotoref. If Fotoref becomes aware of the affiliate spamming, it will be considered a cause for immediate termination of the agreement and the affiliate’s participation in the Fotoref Affiliate Program. Any pending balances owed to the affiliate will not be paid if their account is terminated due to such unacceptable advertising or solicitation.

16.3. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as fotoref.com, fotoref, www.fotoref, www.fotoref.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to Fotoref’s, will be considered trademark violators, and will be banned from Fotoref’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from Fotoref’s Affiliate Program without prior notice, and on the first occurrence of such PPC bidding behavior.

17. Commissions

17.1. A customer is considered to have been referred by the Affiliate when the following criteria are met:

1. the customer has no previous order history on the Fotoref website before being referred by the Affiliate;
2. the customer placed an order after visiting the website through the Affiliate’s referral link.

17.2. Fotoref shall pay Affiliate a commission for each purchase of Content made by customers referred by the Affiliate, for which Fotoref receives a payment. The earned commissions can be accessed and monitored through the Affiliate’s account portal.

17.3. Commissions will only be paid for sales made through qualified and correctly structured affiliate links. The responsibility of properly coding the links lies solely with the Affiliate. The referral fees will only be paid for links that are automatically tracked and reported by Fotoref systems. For the referral to be tracked, the visitor must have cookies enabled. If someone claims they signed up through the affiliate but it was not tracked by Fotoref system, no referral fee will be paid.

17.4. The commission for the Affiliate is calculated as follows:

• the commission for the Affiliate is based on the commission earned by Fotoref from a sale, after deducting discounts, fees, and earnings for contributors;
• the Affiliate shall receive 50% of the commission for the first order placed by a customer;
• the Affiliate shall receive 20% of the commission for subsequent orders placed by the same customer until the one-year anniversary of the customer’s first order;
• the Affiliate shall receive 10% of the commission for subsequent orders placed by the same customer between the first and second year anniversaries of the customer’s first order;
• the Affiliate shall receive 5% of the commission for all subsequent orders placed by the same customer;
• if a customer has not placed any orders for a period of over two years, the customer shall be considered orphaned and will no longer be associated with the Affiliate;
• the commission fee structure is subject to change at Fotoref’d discretion.

17.5. Fotoref reserves the right to disqualify referral fees earned through fraudulent, illegal, or excessively aggressive sales or marketing methods that raise concerns.

18. Process of purchases and payments

18.1. Commission payments and accompanying statements will be issued monthly, on or about the 15th day of each month, for the previous month’s downloads. Payments are automatic and do not need to be requested.

18.2. Fotoref reserves the right to withhold payments in the following cases:

• the amount is below Thirty Five US Dollars (USD 35.00) for PayPal payments;
• the amount is below Two Hundred US Dollars (USD 200.00) for Bank transfers;
• Affiliate’s payments are on hold because previous payment to Affiliate failed to be received;
• Affiliate has provided inaccurate payment information;
• there is a violation of Site policies that must be reconciled before any payment is made.

18.3. Fotoref provides each Affiliate detailed sales information including:

• product names and licenses;
• price of the purchase;
• refunds and chargebacks.

18.4. If a sale is reversed after payment to the Affiliate, or if the Affiliate has received an overpayment for any reason, the Affiliate acknowledges that they owe the overpayment to Fotoref and authorizes Fotoref to deduct it from future payments. If the Affiliate becomes aware of an overpayment, they agree to notify Fotoref of such occurrence and settle it accordingly.

18.5. The parties are solely responsible for determining whether it is required by applicable law to issue any formal invoices and pay any other taxes that might apply to them. Fotoref takes no responsibility for determining the necessity of or for issuing any other formal invoices, or for determining, remitting, or withholding any taxes applicable to paid fees, except for the New Zealand GST tax.

This agreement will be governed by New Zealand law.

In the event of changes to these terms, Fotoref will provide notification to the Affiliates.

Effective as of Monday, October 3, 2022.