Nutzungsbedingungen

Preamble

Welcome to Tilpy

The General Terms and Conditions („T&Cs“) are valid for all contracts between the users and Tilpy.

Tilpy reserves the right to change, supplement, or rewrite the available T&Cs at any time and without giving reasons. If there are any changes, supplements or amendments of these T&Cs, the users will be informed by email before legal validity (subsequently “notification of change“). If a user does not respond within 14 days of the delivery of the notification of change, the changed T&Cs will be considered to be approved. When/if this takes place, the user will be informed of the changes again.

By using Tilpy.com, the User confirms the understanding and agreement to these Tilpy Terms & Conditions, as well as any other applicable Tilpy Policies.

1. DEFINITIONS
The terms used in these Terms & Conditions have the following meaning:
- Agreement: the Project Agreement and the Brief, concluded directly between the Users
- Brief: the specification of the required Creative Services and Visual Content, including the License terms and Project Fee. The Brief is inherent part of the Project Agreement concluded between the Users
- Contest: means Project requesting Visual Content for future use, subject to this Agreement, as specified in the Brief
- Creative Fee: part of the total Project Fee – the fee agreed for the creation of the Visual Content – as part of the Job
- Creative Services: means the services provided by the Supplier of this Agreement to deliver the Visual Content, as requested and specified in the Brief, offered on Tilpy Platform by registered Users
- Intellectual Property Rights: all rights to any copyright, trademark, trade name, design, patent, know how and all other rights resulting from the Job
- Job: means Project requesting to create Visual Content for future use, subject to this Agreement, as specified in the Brief
- Log-in information: means the account log in email address and password chosen by the User when registering the Tilpy Account
- Project: means Job or Contest - offered, requested and / or awarded via Tilpy Platform
- Release: the Supplier is solely and exclusively responsible that all Visual Content is delivered to the Client has all required releases, whether model, property or any other releases and is in no way violating any third party rights
- Site: www.tilpy.com and any other related sites managed by Tilpy
- Supplier:the person or legal entity, who was assigned to supply the Visual Content
- Tilpy: Tilpy AG, incorporated in Switzerland, and all its related and affiliated entities, partners, agents and employees
- Tilpy Account: means the User’s account on Tilpy Platform
- Tilpy Commission: means a percentage from the total Project Fee, as agreed in the Project Agreement between the Users, which is payable to Tilpy by the User who is granting the Job to Tilpy on the conclusion of the Project Agreement
- Tilpy Platform: the Site, Facebook page, applications and other tools managed by Tilpy
- Tilpy Privacy Policy: the Privacy Policy applicable to all use of the Tilpy Platform and published on Tilpy Privacy Policies
- User: any party using the Tilpy Platform
- Visual Content: means the product delivered for the Job or Contest, as specified in the Brief
- Technical standards: the Visual Content will be delivered in the technical standardsas specified by Tilpy Terms &Conditions

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2. APPLICABILITY
1. These Terms and Conditions together with all additional policies published or otherwise notified to the User constitute a binding agreement between the User and Tilpy and amongst the Users. By using the Tilpy Platform, the Users represent that they have read and understood these Terms and Conditions and agree to be bound by it. If these conditions are translated into another language, the English Language version will prevail in the event of any conflict of translation.
2. If any clause in these Terms and Conditions is invalid or is held to be invalid, the remainder of the Terms and Conditions remains in force to the extent possible and the invalid clause shall be replaced in consultation between the involved Parties by a clause which reflects the intent of the original clause as closely as possible.
3. These Terms and Conditions apply exclusively to all relationships created in connection with the use of Tilpy Platform. No deviations to these Terms and Conditions and other applicable Tilpy’s policies are effective without Tilpy’s explicit written consent.
4. Tilpy may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to the User of Tilpy posting the new Terms and Conditions on the Site. Any use of the Tilpy Platform after such notifications means that the User has accepted the amendments. Tilpy reserves the right to update any portion of the Tilpy Site and Platform, including these Terms and Conditions at any time. Tilpy will post the most recent versions to the Site.
  
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3. LEGAL USE REQUIREMENTS
1. Users may only use Tilpy Platform if they are at the minimum legal age of 18 years or older to conclude the contract and it is legal for them to do so. Tilpy reserves the right to ask for proof of age from the User and the User’s account may be suspended until satisfactory proof of age is provided. Tilpy Platform does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction that such offer or solicitation is not authorized, or to any person to whom it is unlawful to.
2. Access to the Tilpy Platform may be restricted in certain jurisdictions and accordingly, Users are required to inform themselves of, and to observe, such restrictions. The Users understand and accept that Tilpy is unable to provide the User with any legal advice, insurance or assurances and that it is the Users’ sole responsibility to ensure that at all times the User complies with the laws that are applicable to them. Any use of the Tilpy Platform is at the Users’ sole option, discretion and risk.
  
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4. USER REPRESENTATIONS AND WARRANTIES
1. The User represents and warrants that:
  
  he / she is of sound mind, legal age and legal competence. The User is a natural or legal person if he / she is duly organized and validly existing under the applicable laws of thejurisdiction of its organization
2. the User must not impersonate someone else or provide account information or an email address other than his / her own
3. participation on Tilpy Platform, including all contracts and other transactions facilitated by the Tilpy Platform and performance of all obligations have been duly authorized by the User
4. the User will review these Terms and Conditions each time it is amended; and (i) the User will not affect any transaction in its account unless he / she understands these Terms and Conditions, and (ii) the User agrees to, and shall at all times comply with all applicable laws, statutes and regulations and will not violate any statute, rule, regulation, ordinance, charter, bylaw or policy that is applicable to the User.
  
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5. USING TILPY
1. 5.1 Account registration
  
  To access Tilpy Platform, the User needs to register for an account with Tilpy or can browse the Tilpy Platform as a guest. The User can open an account with Tilpy by choosing a account log in email and password, together referred to as Log-in information, and entering other information that Tilpy requests. The User will ensure that the details provided at registration are accurate and kept up to date.
  
  The registration of the Tilpy Account is for the Users free of charge.
  
  Each User can only have one Tilpy Account for offering Creative Services and one Tilpy Account for posting Projects.
  
  The User can terminate the Tilpy Account at any time in the User’s settings. After the termination of the User account, the User has no longer access to the User profile information, including any User data, files or communication messages. Tilpy has the right to delete all the User content information. Termination of the Tilpy Account does not affect any Users existing obligation or outstanding fees related to the Account at the moment of termination.
3. 5.2 Tilpy’s Conduct, Rights and Obligations
  
  Tilpy is an online platform providing matching opportunity to Users who offer Creative Services and Users who are looking for Creative Services suppliers. Tilpy provides the User with access to the Tilpy Platform to under the following conditions:
4. 5.3 User’s Conduct, Rights and Obligations
  
  The User has access to use Tilpy Platform under the following conditions:
5. 1. TThe User is obliged to keep passwords secret and is solely responsible for ensuring that third parties do not obtain access to the password. In case the Log-in information is no longer confidential and known to the User only, the User is obliged to inform Tilpy and change the login information
  2. The User can use Tilpy Platform for lawful and authorised purposes only
  3. The User by posting any content, is granting to Tilpy non-exclusive and time and location unlimited right to publish such content on Tilpy Platform. Tilpy has at any time right to decide on how and till which extent it publishes such content
  4. The User agrees to be financially responsible for all transactions and obligations entered into by the User. The User agrees to be fully and personally liable for the due execution of all obligations and transactions entered into under his / her account
  5. The User cannot post on Tilpy Platform any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libellous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability, infringement of privacy, intellectual property rights or otherwise violate any law
  6. The User understands and agrees that Tilpy’s records will be the final authority in determining the User’s use of the Tilpy Platform, the activity resulting therefrom, and the circumstances in which such activity occurred
  7. The User alone remains fully liable for any and all transactions performed on the User’s account. The User agrees to indemnify Tilpy fully in respect to all costs and losses whatsoever as may be incurred by Tilpy as a result, direct or indirect, of the User’s failure to perform such a transaction
  8. The User is not allowed to:
  9. - post any Project or offer Creative Services which are fictitious, i.e. are not posted with serious intention
    - post any content that violates the rights of any third-party, including any copyright, trademark, privacy, or other personal or proprietary rights, or contains libelous or otherwise unlawful, abusive or obscene materials
    - distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes
    - distribute viruses or any other technologies that may harm Tilpy, or the interests or other Tilpy Users
    - use any robot, spider, scraper or other automated means to access Tilpy Platform
    - interfere in any way with the working of Tilpy Platform, or impose an unreasonable or disproportionately large load on Tilpy’s infrastructure
    - export or re-export any Tilpy application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions
    - reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to Tilpy, or is derived from the use of Tilpy Platform and / or belongs to another Tilpy User or to a third party including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of Tilpy and/or any other intellectual property owner
    - commercialize any Tilpy application or any information or software associated with such application
    - harvest or otherwise collect information about Users of Tilpy Platform without their consent
    - circumvent any technical measures of Tilpy Platform
6. 5.4 Communication with other Users
  
  The Users contact information provided to Tilpy is exclusively in the registration of the Users account. The Users are not allowed to make their contact information available to other Users in any other field or communication. Any communication with other Users prior to conclusion of the Project Agreement is only allowed via Tilpy Platform. After conclusion of the Project Agreement, the Users can opt to communicate with each other directly.
  
  The Users by using the Tilpy platform may communicate with other Users, including but not limited to, communication about the Project, such as specification of the Project or other requirements. The User is fully responsible and liable for any content of such communication with other Users.
  
  Any recommendation of other User or third parties via Tilpy Platform is full responsibility of the User who provided the recommendation, including responsibility for the knowledge of any other User or third party who is recommended.
  
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6. THE COMMERCIAL TERMS
1. 6.1 The Project Agreement
  
  The Users agree and acknowledge that Tilpy Platform acts as an online platform for publication of the User content to connect Users who are looking for and Users who are offering Creative Services. The Project Agreement, covering the Projects offered and granted via Tilpy Platform, is concluded directly between the Users. Tilpy is under no conditions or circumstances contractual party to the Project Agreement between the Users.
  
  For the Projects listed on Tilpy Platform, the Users are obliged to conclude the Project Agreement via Tilpy Platform. If any User offers avoiding the Tilpy Platform Agreement and Commission, any User who witnessed or was informed of such an offer, is obliged to inform Tilpy by email on violation@tilpy.com.
2. 6.2 The Tilpy Commission
  
  When using the Tilpy Platform the Users agree with the following Tilpy Commission:
3. The User who is offering the Creative Services is charged a commission for Projects that are concluded via Tilpy Platform. The Tilpy Commission is percentage of the total Project Fee
4. The Tilpy Commission is due when the Project Agreement between the Users is concluded
5. The Tilpy Commission is paid by the User who is granting the Project directly to Tilpy. The remaining Project Fee is payable directly between the Users as agreed in the Project Agreement
6. The Tilpy Commission may be subject to VAT. All prices are displayed net in Swiss Francs
7. The applicable Tilpy Commission is published on the Tilpy Site
8. 6.3 The Project Fee
  
  The Project Fee may be subject to VAT. All prices are displayed net in Swiss Francs. The Project Fee is payable as agreed between the Users in the Project Agreement. Tilpy is in no way and under any circumstances liable for any issues arising from the payment of the Project Fee as agreed in the Project Agreement.
9. 6.4 The Invoices
10. A Jobs
  
  The Tilpy Commission will be invoiced electronically and according to the User language settings on the contact email provided in the Tilpy Account. The Project Fee minus the Tilpy Commission will be invoiced directly by the Supplier.
  
  The Users can pay the Tilpy Commission by PayPal, credit card or by direct bank transfer. Tilpy reserves the right to change the permitted payment methods.
11. B Contest
  
  For Contest, the Project Fee will be invoiced directly by Tilpy.
  
  After deducting the Tilpy Commission, Tilpy will within 40 days since receiving the payment transfer the remaining part of the Project Fee to the Supplier.
12. C Payment Default
  
  In case of any delays with Users payments, Tilpy reserves the right to collect fees owed using available collection mechanisms - this includes charging other payment methods known to Tilpy, assigning the task to collection agencies and legal counsels. In such cases the User is liable for interest on the delayed payments of 8% per month and any additional costs incurred by Tilpy in connection with the payment collection.
13. 6.5 Exclusivity
  
  Within the period of 12 months since conclusion of the Project Agreement, any other following agreement to perform Creative Services between the Users who are parties to the Project Agreement is subject to the Tilpy Commission. The Tilpy Commission applicable is the same percentage as the actual Tilpy Commission and is calculated from the total amount of Project Fee between the Users for the 12 months period following the conclusion of the first Project Agreement between the Users.
  
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7. INTERNATIONAL SUPPORT
1. Tilpy Platform use is not limited by Users location and is international. Tilpy may offer certain programs, tools, and site experiences of particular interest to international Users, such as estimated local currency conversion. The Users are responsible for complying with all laws and regulations applicable to the international transaction facilitated by Tilpy Platform.
  
  To assist Users who may speak different languages, whenever automated translation solutions are available, they might be used to translate the Tilpy Platform content and other provided information, in whole or in part, into local languages. The accuracy or availability of translations is not guaranteed by Tilpy.
  
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8. LIABILITY LIMITATION
1. The User agrees to use Tilpy Platform at own risk. In addition, to the extent permitted by applicable law, Tilpy is not liable for any damages or losses, including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages, resulting directly or indirectly from:
2. the Users use of or the Users inability to use Tilpy Platform
3. any failure or malfunction or any software, hardware, communication, broadcasting, technology or other system, error, omission, denial of service, attack, interruption, deletion, defect, delay in operation or transmission, computer virus or line or system failure
4. loss of revenue, anticipated profits, business, savings, goodwill or data
5. third party theft of, destruction of, unauthorized access to, alteration of, or use of your information or property, regardless of our negligence, gross negligence, failure of an essential purpose and whether such liability arises in negligence, contract, tort, or any other theory of legal liability
6. any damage incurred by the User or third parties as the result of the provision of incorrect or incomplete data or information by the User or as the result of any other act or omission on the User’s part
7. any use of the Services advertised or linked to Tilpy Platform
8. pricing or other guidance provided by Tilpy Platform
9. damage to the Users hardware device related to the use of Tilpy Platform
10. the content, actions, or inactions of third parties, including items listed using Tilpy Platform
11. a suspension or other action taken with respect to the Users account by Tilpy
12. the User’s need to modify practices, content, or behavior or the User’s loss of or inability to do business, as a result of changes of these Terms and Conditions or applicable Tilpy Policies
9. INDEMNITY
1. The User will indemnify and hold Tilpy harmless from any claim or demand, losses, damages, expenses and costs including any fees, made by any third party due to or arising out of the User’s breach or violations of these Terms and Condition or applicable Tilpy’s Policies, User’s improper use of Tilpy Platform or User’s breach of any law or the rights of a third party.
  
  The User is obliged to provide Tilpy with such assistance, without charge, as Tilpy may request in connection with any such defence, including, without limitation, providing Tilpy with such information, documents, records and reasonable access to the User, as Tilpy deems necessary. The User shall not settle any third party claim or waive any defence without Tilpy’s prior written consent.
  
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10. THIRD PARTY REFERENCES
1. Tilpy hyperlinks are used solely for easier access of the Users. TILPY cannot know the content of the third party websites, nor accepts any liability or other responsibility for the content of the websites. Links to such websites or resources do not imply any endorsement by or affiliation with Tilpy. The User acknowledges sole responsibility for and assumes all risk arising from the use of any such websites or resources.
  
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11. DISPUTE RESOLUTION
1. 11.1 Disputes with Users
  
  The User agrees that in the event that dispute arises with another User in relation to use of the Tilpy Platform, the Users will first attempt to resolve any such dispute amongst themselves.
  
  The User shall notify the Tilpy customer service on: support@tilpy.com, as soon as he / she becomes aware of potential unresolved dispute. In line with these Terms and Conditions as well as other applicable Tilpy Policies, Tilpy will suggest to the Users a recommended solution – Tilpy mediation. The recommended solution is a suggestion and is not binding on the Users and does not constitute legal advice.
2. 11.2 Disputes with Tilpy
  
  All relationships between Tilpy and Users’ are exclusively governed by Swiss law. The applicable law shall apply to the exclusion of conflicts of law provisions.
  
  Disputes shall be submitted to the competent court in the place in which the registered office of Tilpy is situated.
  
  The Parties may choose a different manner of dispute settlement.
  
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12. ADDITIONAL TERMS
1. The User acknowledges and agrees to read and understands these Terms & Conditions as well as other policies for using Tilpy Platform. All published Tilpy Policies are part of this binding Agreement between Tilpy and the User, including, but not limited to:
2. Tilpy Privacy Policy
3. Tilpy Commission Fees
4. Art. 6.2 and 6.6 of Commercial Terms
5. Art. 9 Liability Limitation
6. Art. 10 Indemnity
7. Art. 12 Disputes Resolution

Preamble

1. DEFINITIONS

2. APPLICABILITY

3. LEGAL USE REQUIREMENTS

4. USER REPRESENTATIONS AND WARRANTIES

5. USING TILPY

5.1 Account registration

5.2 Tilpy’s Conduct, Rights and Obligations

5.3 User’s Conduct, Rights and Obligations

5.4 Communication with other Users

6. THE COMMERCIAL TERMS

6.1 The Project Agreement

6.2 The Tilpy Commission

6.3 The Project Fee

6.4 The Invoices

A Jobs

B Contest

C Payment Default

6.5 Exclusivity

7. INTERNATIONAL SUPPORT

8. LIABILITY LIMITATION

9. INDEMNITY

10. THIRD PARTY REFERENCES

11. DISPUTE RESOLUTION

11.1 Disputes with Users

11.2 Disputes with Tilpy

12. ADDITIONAL TERMS