Sellers' Terms and Conditions

Last updated: 29th of August 2023

By using our Services as a Seller you agree to these terms - so please read them carefully.

Introduction

These Seller’s Terms and Conditions are additional terms that apply if you use FairPay as a Seller. These Seller’s Terms and Conditions form part of your agreement with us.

1. Other terms forming part of your agreement

Certain other terms or policies forming part of our Terms and Conditions will also apply to you and form part of your agreement with us, as follows:

2. Definitions

In these Seller’s Terms and Conditions, defined terms have the same meanings given to them in the Terms of Use for all Users. In addition:

“This agreement” or “these terms” refer to the Seller’s Terms and Conditions specifically;

“Tax” includes all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities, including value-added tax, sales tax, and use tax, where chargeable and whether of Estonia or any other jurisdiction.

“VAT” means Estonia’s value-added tax and any other tax imposed in addition to or in substitution for it at the rate from to time imposed and any equivalent or similar governmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost or levy in any other jurisdiction.

“Product” or “Product Page” means Content created on FairPay, via the FairPay interface, with the intention of requesting a donation or offering Content for sale.

3. Nature of The Business Relationship

In addition to the nature of the relationship defined in Section 4 of the Terms and Conditions for all Users, the following applies:

  • For the purpose of your agreement with us, you are understood to be solely an independent contractor, and in no way should you be considered an employee or partner of FairTech OÜ.
  • You are responsible for the payment of all government, state, and local taxes, levies, or any other similar fees.
  • We make no promises or guarantees of any kind that Sellers will make a particular sum of money (or any money) from their use of FairPay.

4. Buyer/Seller Transactions

All Buyer/Seller Transactions are contracts between Buyers and Sellers on the terms of the Standard Agreement between Buyer and Seller. Although we facilitate Buyer/Seller Transactions by providing the FairPay platform and storing Content, we are not a party to the Standard Agreement between Buyer and Seller or any other contract which may exist between a Buyer and a Seller and are not responsible for any Buyer/Seller Transaction.

Buyer Payments are exclusive of VAT, which shall be added at the current rate as applicable to Buyer Payments.

When you receive confirmation from FairPay that the Buyer/Seller Transaction has been confirmed, you must perform your part of such Buyer/Seller Transaction (for example, by allowing the Buyer to view the Content on your Seller account and/or providing the made-to-order Content paid for by the Buyer). You agree that you will indemnify us for any breach by you of this obligation (which means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of your failure to comply with this obligation).

5. Performer List & Tagging

FairPay grants you the ability to maintain a Performer List when you are logged in. The Performer List allows you to declare who are the different performers who may appear in your Content, and submit their identity documents.

Prior to submitting any Content, for each and every person in the Content, you agree to:

  • Make sure that they are currently part of your Performer List, either with the status “Approved” (meaning that FairPay has reviewed the ID documentation for the performer and approved it) or the status “Pending” (meaning that you have submitted ID documentation for the performer but FairPay has not reviewed yet)
  • If requested, indicate which performers from your Performer List appear in the Content
  • Gather the written consent, release, and/or permission to use their name or likeness for use in the manner set forth by these Terms.

Whenever you create Products on FairPay (which is a pre-requisite to selling), you agree to indicate which performers from your Performer list, if any, appear in the Content being sold.

You also agree and understand that you are solely responsible for the remuneration of any employee, affiliate, associate, or performer working with you.

We may ask you for additional age or identity verification information at any time. We may reject your application to set up a Seller account for any reason. We may reject a performer you have added to your Performer List for any reason, in which case you cannot upload Content or sell anything with us that features said performer.

If you upload Content to your Seller account or create Products, which show anyone else other than or in addition to you (“Co-Authored Content”), you warrant that each individual shown in any Co-Authored Content (or Product) is a consenting adult and that you have verified the identity and age of each such individual and will provide supporting documents via the Performer List.

You further warrant that you have obtained and keep on record written consent from each individual shown in your Co-Authored Content that such individual:

  • Has given his or her express, prior, and fully informed consent to his or her appearance in the Co-Authored Content; and
  • Has consented to the Co-Authored Content in which he or she appears being posted on FairPay.

In addition, you agree that if you upload Co-Authored Content where the other person or people appearing in the Content maintain a Seller account on FairPay, you will tag the FairPay account of any person or people appearing in the Co-Authored Content in your Performer List.

If any Co-Authored Content is a work of joint authorship, you are solely responsible for obtaining any required licenses or consents from any other joint authors of the Content which are sufficient to permit such Content to be uploaded to and made available on FairPay.

You agree that we will only arrange for Seller Earnings to be paid to the account of the Seller to which the Co-Authored Content is uploaded. The Seller who uploaded the Co-Authored Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Content between the individuals shown in such Co-Authored Content. Any such revenue-sharing agreement shall be an independent, private agreement between you and such individual(s), and we are not responsible for providing or enforcing any such agreements.

You agree to release us from and not to make any claims against us arising from Co-Authored Content. You agree that all claims arising from Co-Authored Content shall be made against the Seller(s) who posted Co-Authored Content or the individual(s) who appeared in the Co-Authored Content (as applicable).

6. Fees Charged to Sellers

When using our Services, we will charge you fees by deducting the related amount from your earnings. Here is the list of fees we may charge you:

  • Payment Processing Fee whenever we process a Buyer Payment, the amount of the fee varies based on the payment method used by the Buyer;
  • Transfer Fee whenever we send you your earnings as part of a payout, the amount of the fee varies based on your payout method;
  • Conversion Fee whenever we send you your earnings as part of a payout and must convert currencies to do so, the amount of the fee is a percentage of the amount of money converted;
  • Refund Fee whenever we refund, partially or in totality, a Buyer Payment of a Buyer/Seller Transaction in which you are a Seller;
  • Content Storage Fee, if the amount of Content we must store on your behalf exceeds a certain threshold in gigabytes;
  • Traffic Source Fee whenever we bring you a new Buyer.

We may be required to charge you VAT on our fees, depending on your country of residence.

It is important to note that FairPay additionally charges a Service Fee to Buyers. Our Service Fee is defined in the Buyer’s Terms and Conditions.

7. Your Earnings

Your earnings on a Buyer/Seller Transaction are equal to the total of the prices your Content was sold for (in USD or EUR) minus our Payment Processing Fee.

In case of fraud, technical error, and/or customer refunds, we may adjust or deduct the amount of money we owe you at any time, without advance notice, to reflect the money which we have actually received and serves as a base for calculating your earnings.

We may withhold all or any part of the Seller Earnings due to you but not yet paid out if:

  • We think that you have or may have seriously or repeatedly breached any part of our Terms and Conditions;
  • You attempt or threaten to breach any part of our Terms and Conditions in a way which we think has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or
  • We suspect that all or any part of the Seller Earnings result from unlawful or fraudulent activity, either by you or by the Buyer who made the Buyer Payment resulting in the Seller Earnings

If any of those cases apply, we may withhold all or any part of the Seller Earnings due to you but not yet paid out for as long as is necessary to investigate the actual, threatened, or suspected breach by you or the suspected unlawful activity (as applicable). If following our investigation, we conclude that:

  • You have seriously or repeatedly breached any part of our Terms and Conditions;
  • You have attempted or threatened to breach any part of our Terms and Conditions in a way that has or could have serious consequences for us or another User; and/or
  • The Seller Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your Seller Earnings.

We may also withhold all or any part of the Seller Earnings due to you but not yet paid out if we receive notice that you have secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on Seller Earnings. We undertake no duty to pay Seller Earnings to third-party lienholders and may withhold payment of Seller Earnings until the lien has been removed.

We shall not have any responsibility to you if we withhold or forfeit any of your Seller Earnings where we have a right to do so under these Seller’s Terms and Conditions.

If we are withholding all or any part of the Seller Earnings due to you and we determine that part of the Seller Earnings withheld by us is unrelated to breaches by you of the Terms and Conditions or suspected unlawful or fraudulent activity, then we may arrange for you to be paid the part of the Seller Earnings which we determine to be unrelated to breaches by you of the Terms and Conditions or suspected unlawful or fraudulent activity. However, you agree that if we consider that your breach(es) of the Terms and Conditions has or may cause us loss, we may withhold all Seller Earnings due to you but not yet paid and we may set off such amounts against any losses suffered by us.

If once we have finished our investigation we determine that Seller Earnings are forfeited, we will (unless prohibited by law) use our best efforts to ensure that any Buyer Payments which resulted in forfeited Seller Earnings are returned to the relevant Buyers who paid such Buyer Payments.

If we suspend access to your Seller account or terminate your agreement with us and your access to FairPay we will let you know. During any period when access to your Seller account is suspended, any Buyer Payments which would otherwise have fallen due during the period of suspension will be suspended, and we may withhold all or any part of the Seller Earnings due to you but not yet paid out.

Your FairPay account will be updated within a reasonable time with your Seller Earnings.

The amount that you see in your balance as ‘total earnings’ in your FairPay account is the total of your Seller Earnings (not yet paid out to you) at the relevant time.

Your Earnings are indicated in both USD and EUR.

8. Claimed Earnings

To ensure that all Content sold on FairPay as part of a Buyer/Seller Transaction is properly delivered to the Buyer, even when the Content is delivered outside of FairPay or made to order, FairPay has implemented a “Claim Earnings” functionality.

When a Seller claim earnings, said Seller Earnings become Seller Claimed Earnings. FairPay only pays out Sellers’ Earnings that have been claimed, as this proves the Content sold was properly delivered to the Buyer.

The process to claim Earnings differs based on the Product type:

  • For some Products where FairPay is able to automate delivery (for example, when you sell a recorded video with us), Seller Earnings automatically become Seller Claimed Earnings as FairPay delivers the Content sold as part of the Buyer/Seller Transaction.
  • For some Products where FairPay is able to automate delivery but not in possession of the Content being sold at the time of the Buyer/Seller Transaction (for example, when you sell a made-to-order/custom video with us), Seller Earnings automatically become Seller Claimed Earnings after FairPay delivers the made-to-order Content sold as part of the Buyer/Seller Transaction and the Buyer has had sufficient time to confirm the Content was made-to-order in sufficient quality.
  • For some Products where FairPay is unable to automate delivery, Seller Earnings will only become Seller Claimed Earnings once the Seller has confirmed that the Content was in fact delivered.

Your FairPay account will be updated within a reasonable time with your Seller Claimed Earnings.

The amount that you see in your balance as 'To claim' in your FairPay account is the total of your Seller Earnings not yet paid out to you and not yet having the status Claimed Earnings.

Once you claim your earnings, or once your earnings are claimed automatically, then your Seller Claimed Earnings (not yet paid out to you) will show in your balance either as 'Available for payout now', or as 'Av. for payout < 16 days'.

Please refer to sections 9 'Arrears and section 10 'Rolling Reserve' to know exactly in which category your earnings will show.

Your Claimed Earnings (or unclaimed) are indicated in both USD and EUR.

9. Arrears

As of August 29th, 2023, we pay your earnings 16 days in arrears.

It means that if you generate, for example, 100 US Dollars of Seller Earnings in a day, those earnings (except for the part that is going to the Rolling Reserve, please see section 10) will be available for payout 16 days later. Please note that earnings must also be claimed to be available for payout.

The amount that you see in your balance as ‘Av. for payout < 16 days’ in your FairPay account is the total of your Seller Claimed Earnings currently going through the 16-day period.

The amount that you see in your balance as ‘Available for payout now’ in your FairPay account is the total of your Seller Claimed Earnings that have gone through either the 16-day period or the Rolling Reserve period and that will be part of your next payout.

The 16-day arrears period is calculated from the date of the sale, not from the date when you claim your earnings.

When you login into FairPay, you are able to consult the state of your earnings for each of your sales individually.

Your Available For Payout Earnings is indicated in both USD and EUR.

Earnings withheld as arrears (or for any other reason) are non-interest-bearing.

10. Rolling Reserve

As of August 29th, 2023, FairPay has a rolling reserve of 5% lasting 180 days.

It means that if you, for example, sell a content for 100 US Dollars, then 5 US Dollars of your earnings will be available for payout 180 days later. Please note that earnings must also be claimed to be available for payout.

The amount that you see in your balance as ‘Available for payout now’ in your FairPay account is the total of your Seller Claimed Earnings that have gone through either the Arrears period or the 180-day Rolling Reserve period and that will be part of your next payout.

When you login into FairPay, you are able to consult the state of your earnings for each of your sales individually.

Your Rolling Reserve is indicated in both USD and EUR.

Earnings withheld as Rolling Reserve (or for any other reason) are non-interest-bearing.

11. Payouts to Sellers

Claimed Earnings that are not currently part of the Rolling Reserve or the Arrears period are said to be Available For Payout Now. FairPay only pays out Seller Earnings which are currently Available For Payout Now.

Every week, if your Available For Payout Now balance exceeds the minimum that you have set, we pay you your Available For Payout Now Earnings. If the balance does not exceed the minimum that you have set then the balance will carry forward to the next week until it exceeds the minimum.

To receive your payment, you must have an approved Active Payout Method (for example, a bank account in your name) listed in your Seller account. If you do not have an approved Payout Method, or you have not chosen one of your approved Payout Methods as Active then your balance will not be paid and carried forward to the next week until you have an approved Active Payout Method.

We make our best effort to pay you on Tuesdays and no later than by the end of the week (on Sunday). Please note that between the time we issue payouts, and the time you receive your payment, there might be a delay depending on your country of residence and the type of payout method.

Your bank may charge you currency conversion or transfer fees to receive the money. Additionally, your e-wallet company may charge you a fee for accessing the money. We do not have control over currency exchange rates or charges imposed by your bank or your e-wallet company, and we will not be responsible for paying any charges imposed by your bank or your e-wallet company.

12. Promoting Tax Compliance

We recommend that all Sellers seek professional advice to ensure they are handling their Tax and VAT correctly, based on their individual circumstances. By using FairPay as a Seller, you warrant that:

  • You have reported and will report in the future the receipt of all payments made to you in connection with your use of FairPay to the relevant Tax authority in your jurisdiction, as required by law.
  • You will at all times comply with all laws and regulations relating to Tax that apply to you. If, at any point whilst you have a FairPay account, any Tax non-compliance occurs in relation to you or if any litigation, inquiry, or investigation is commenced against you that is in connection with, or which may lead to, any occurrence of Tax non-compliance, you agree that you will notify us by email at support@gofairpay.com in writing within 7 days of the occurrence of the Tax non-compliance or the commencement of the litigation, inquiry, or investigation (as applicable).

We reserve the right to close your FairPay account if we are notified of or become aware of any Tax non-compliance by you.

13. Registering a FairPay Domain

In some instances, FairPay may allow Sellers to register or use domain names that contain the FairPay trademark or a confusingly similar term. However, you will not register such a domain name, unless:

  • The domain name is registered by the Seller.
  • The domain redirects to the Seller’s FairPay profile. Domain names containing the FairPay trademark or a confusingly similar term must not direct to any other website, including link aggregators.
  • The Seller obtains prior written permission from FairPay.

If you would like to register a domain name containing the FairPay trademark or a confusingly similar term, please contact support@gofairpay.com.

14. Additional License You Grant Us

In addition to the license you grant us defined in Section 7 of the Terms and Conditions for all Users, the following applies:

  • You grant us and our business partners the unrestricted, worldwide right and license to use your stage name, image, voice, likeness, persona, and anything else associated with your interaction with FairPay in any and all media and distribution channels (now known or later developed) for the limited purpose of operating, developing, providing, promoting, and improving the Services; and making content submitted through the Services available to our business partners for syndication, broadcast, distribution, or publication outside the Services.

15. Personal legal responsibility of Sellers

Only individuals can be Sellers. Every Seller is bound personally by the Terms and Conditions. If you have an agent, agency, management company, or other third parties which assist you with the operation of your Seller account (or operate it on your behalf), this does not affect your personal legal responsibility. Our relationship is with you, and not with any third party, and you will be legally responsible for ensuring that all Content posted and all use of your account complies with our Terms and Conditions.

16. Warranties

In addition to the warranties defined in Section 14 of the Terms and Conditions for all Users, you represent and warrant that:

  • You researched, understand, and will comply with all laws and legal restrictions in effect in the location where you reside, particularly dealing with matters including, but not limited to, obscenity, material harmful to minors, and the creation of sexually-explicit content and associated record-keeping requirements.
  • You will act as custodian of records for the Content that you upload to FairPay.
  • You will provide us with valid forms of identification that contain the full name, photo, and birth date of each and every performer appearing in the content you submit.
  • Content which you sell through our Services is complete when a Buyer purchases it, and the Buyer will get everything promised. For example, you will not sell Content through our Services while promising the Buyer that ‘I will send the other half later’.
  • You and your associates, employees, employers, and affiliates shall not, under any circumstances, solicit from any other User of our Services any personal or private information, including, but not limited to, the users’ real names, addresses, accounts, billing or payment information, and passwords, nor use the User in any way for unfair personal gain or benefit.
  • Your Content is not confidential, and you authorize your Buyers to access and view your Content on FairPay for their own lawful and personal use, and in accordance with any licenses that you grant to your Buyers.
  • For each item of Content that you post, display, or publish on FairPay:
    • The Content complies in all respects with our Terms and Conditions (and in particular our Acceptable Use Policy);
    • You hold all rights necessary to license and deal in your Content on FairPay, including in each territory where you have Buyers and in Estonia;
    • You either own your Content (and all intellectual property rights in it) or have a valid license to offer and supply your Content to your Buyers;
    • If your Content includes or uses any third-party materials you have secured all rights, licenses, written consents, and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on FairPay;
    • The Content is of satisfactory quality, taking account of any description of the Content, the price, and all other relevant circumstances including any statement or representation which you make about the nature of the Content on your account or in any advertising;
    • The Content is reasonably suitable for any purpose which the Buyer has made known to you is the purpose for which the Buyer is using the Content;
    • The Content is as described by you.

17. Choice of Venue

You (and us) agree to submit all disputes arising from our business relationship to the exclusive jurisdiction of the commercial courts of the city of Tallinn (Estonia).