Photographer Agreement

1. Overview

This agreement sets out the relationship between Happyapple and you, the photographer. It governs how you may upload, licence, and sell images through the Happyapple marketplace. By accepting this agreement during onboarding, you confirm that you have read and understood these terms.

2. Definitions

• Platform — the Happyapple website and services at happyapple.co.nz
• Photographer — you, the individual or entity that has created a photographer account
• Images — photographic files you upload to the Platform
• Customer — a person who purchases a licence to an Image through the Platform
• Sale — a completed transaction in which a Customer purchases a licence to an Image
• Service Fee: the fee Happyapple adds on top of your price and charges the buyer on each Sale
• Licence — the right granted to a Customer to use an Image as defined in the applicable photo terms
• Release — a model release or property release authorising the use of a person's likeness or a property in a photograph
• Private Collection — an unlisted or password-protected collection, which you can choose to keep off the marketplace

3. Appointment and relationship

You appoint Happyapple as a non-exclusive marketplace facilitator to host, display, market, and facilitate the sale of licences to your Images. Happyapple acts as marketplace facilitator, not as your agent or as the seller of your Images. You remain solely responsible for the content you upload, the accuracy of your licence terms, and compliance with all applicable laws.

4. Ownership and rights

You warrant that:

• You own or have obtained all rights necessary to upload and licence each Image
• Each Image does not infringe copyright, privacy rights, trademarks, publicity rights, or any other third-party rights
• You have obtained model releases and property releases where required for the intended use of each Image
• No Image was created using AI image generation tools without clearly disclosing this in the Image listing — uploading AI-generated images without disclosure is prohibited and may result in immediate removal of the listing and suspension of your account

You grant Happyapple a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, and distribute your Images solely for the purposes of operating the Platform, including displaying previews, thumbnails, marketing the Platform, delivering purchased files to Customers, and delivering Private Collections to the people you share them with. Images in a Private Collection that is kept off the marketplace are never used to market the Platform. This licence does not transfer ownership of your Images to Happyapple.

5. Upload standards

Images you upload must:

• Be your original work or work you are authorised to licence
• Meet the minimum technical quality requirements set by the Platform (currently 2560px on the longest side)
• Not contain unlawful, defamatory, non-consensual, or otherwise prohibited content
• Include accurate metadata — the Platform may use AI tools to suggest titles, descriptions, tags, and categories; you are responsible for reviewing and confirming the accuracy of all published metadata
• Not be AI-generated images presented without clear disclosure

Happyapple uses automated content moderation, including artificial intelligence, to review uploaded Images. Happyapple may reject, remove, or suspend any Image or listing at its discretion.

6. Licensing model

For each Image you upload, you must specify whether it is available for personal use only, commercial use, or both. Before any of your Images can be sold, you must accept your purchase terms (personal-use terms and commercial-use terms) — these are configured in your dashboard under Profile → Selling terms. To help you get started, Happyapple pre-fills standard default personal-use and commercial-use terms into your editor. These defaults are a starting point only: you should review them and update them so they accurately reflect the rights you intend to grant. Your terms must accurately describe the rights granted to Customers, including permitted uses, territory, duration, and any attribution requirements. You are responsible for keeping your terms current and accurate.

7. Pricing and service fee

You set your prices in New Zealand dollars (NZD), at or above the Platform's minimum prices. Happyapple adds a Service Fee (currently 25%) on top of your price, which is paid by the buyer. You receive your full price for each Sale. Happyapple may change the Service Fee with 30 days' notice, and a change never affects Sales that have already been completed. Standard pricing for each size is available on every plan, and per-photo pricing is available on eligible membership plans. Membership subscription fees are separate from the Service Fee and are non-refundable except where required by the New Zealand Consumer Guarantees Act 1993.

Payouts are processed via Stripe Connect in NZD. You must maintain a valid, connected Stripe account to receive payouts. By default, payouts are made via Stripe Connect; alternative payout arrangements (such as bank transfer) may be available by prior written agreement with Happyapple. Unclaimed payouts are subject to Stripe's unclaimed funds policy. Chargebacks and refunds granted to Customers are deducted from your payouts.

8. Private collections

You choose whether the photos in a Private Collection appear on the marketplace. A Private Collection kept off the marketplace is not listed in the marketplace, search, or your public profile, and can be opened only through its link (and any password) that you share.

For each Private Collection, you warrant that:

• You hold the rights, consents and Releases for the Images you upload, including a parent or guardian's consent for any child shown in them

9. Customer support and disputes

Happyapple handles first-line Customer support. If a rights dispute, takedown request, or complaint is raised about one of your Images, you will be notified and must respond within 5 business days by emailing legal@happyapple.co.nz. Happyapple may temporarily suspend a listing while a complaint is under investigation. Takedown requests must be submitted in writing to legal@happyapple.co.nz.

10. Indemnity

You indemnify Happyapple and its officers, employees, and agents against all claims, losses, damages, costs (including legal costs), and expenses arising from: your Images; your breach of any warranty in this agreement; or any misleading, inaccurate, or unlawful information you provide through the Platform. You must give Happyapple prompt written notice of any such claim and cooperate fully in its defence.

11. Limitation of liability

To the maximum extent permitted by New Zealand law, Happyapple's liability to you under this agreement is limited to the total Service Fees earned by Happyapple from your Sales in the 3 months preceding the relevant claim. Happyapple excludes liability for indirect, consequential, or incidental loss or damage. Nothing in this agreement excludes liability that cannot be excluded under New Zealand law.

12. Term and termination

This agreement starts when you accept it during onboarding. Either party may terminate with 30 days' written notice. Happyapple may terminate immediately for serious breach, unlawful content, or material legal risk. On termination: your live listings will be removed; pending Sales already in progress will be completed and the applicable payout released on Stripe's normal schedule; access to your dashboard will end.

13. Confidentiality and data

You may access Customer data (such as order information) only as needed to fulfil orders and respond to disputes. You must not use Customer data for any other purpose. You must comply with the New Zealand Privacy Act 2020 in relation to any personal information you receive through the Platform.

14. Changes to this agreement

Happyapple may update this agreement from time to time. You will be notified by email at least 30 days before any material change takes effect. Continued use of the Platform after the effective date constitutes acceptance of the updated agreement.

15. Governing law

This agreement is governed by the laws of New Zealand. Any dispute arising under this agreement will be subject to the exclusive jurisdiction of the New Zealand courts.

16. Contact

For questions about this agreement, contact legal@happyapple.co.nz.