These Terms and Conditions (the “Terms”) set forth the mutual agreement as to your (“you”, the “User”) rights and responsibilities when you use Demeter’s (herein referred to as “the Company”, “we”, “us”, or “our”) websites (the “Site”), products, software, and services as accessed from time to time by the User (the “Services”).
Demeter offers an online platform for users to license content and for buyer’s to request specific content.
You must be at least 18 years old to register to use the Services. If you are registering to use the Service on behalf of a legal entity, you must be the authorized representative of such entity. Demeter may, in its sole discretion, refuse to offer the Services to any person or entity and may change the eligibility criteria at any time.
The Site is controlled, operated and administered by Demeter from our offices within the United States. If you access the Site from a location outside of the US, you are responsible for compliance with all local laws. You agree that you will not use the Services accessed through www.TryDemeter.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
2. Use of the Services.
By using the Services, you agree to, acknowledge, and represent as follows:
3. Account Registration, Termination, and Renewal.
When using the Services the User agrees to provide true, accurate, current, and complete information as prompted by the Service for the purposes of registration and to maintain and promptly update such information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Demeter has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). The Services are for use only in the state in which you reside. Through the use of the Services, you may create a password and account designation. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. If you allow third parties to access our website through your username and password, you will defend and indemnify Demeter and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use.
We may limit, terminate, or suspend your access to the Services without a refund if you breach or act inconsistently with the letter or spirit of these Terms. In such cases, the User will not be entitled to a refund of subscription fees for use of the Services.
4. Content Used in Connection with the Services.
You acknowledge that all content generated by the User (“User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person from which such User Content originated. This means that you, and not Demeter, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Service.
You acknowledge that the content presented to you as part of the Services, whether original Demeter content or sponsored content within the Services, (the “Demeter Content”) is protected by copyright and/or other intellectual property rights that are owned by us and/or the sponsors who provide that content to Demeter (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on the this content (either in whole or in part) without the express permission of the content owner.
The User undertakes not to use the Services for the purposes of uploading, posting, emailing or in any other way processing or forwarding either User or Demeter Content in breach of applicable law (including but not limited to information that may be deemed to constitute incitement to racial hatred, child pornography, slander, insult, instigation of rebellion, unlawful description of violence, and/or violation of copyright or any intellectual property law or violations of the personal data act), content with nudity or that may in any other way be conceived as threatening, insulting, racist, offensive, vulgar and/or indecent or which involves infringement of a private individual’s personal sphere or the infringement of a third party trademark or copyright or other intellectual property right. The User is also obligated not to use Demeter’s trademarks or distinctive marks in any way other than has been explicitly consented to by Demeter.
If a User finds that content available on the Site is in breach of the terms of this agreement, such User may file a complaint with our customer support. In the event of such complaint, we reserve the right to remove the content in question either temporarily or permanently.
5. Grant of License to User Content.
Any User that uploads content for sale on the Site (a “Seller”) hereby grants to Demeter a worldwide, non-exclusive, royalty-free, transferable license (with right to sub-license) to use, reproduce, distribute and display as well as to grant to third parties and Demeter’s partners a right to sublicense, the content within the scope of the various functionalities of the Services from time to time and within the business of Demeter, including without limitation promoting Demeter or redistributing Demeter Content in any media formats and through any media channels (including promotion campaigns in social media), for as long as the content is made available by the User on the Site.
Demeter may from time to time grant to the operators of public search engines permission to use search engines or search spiders to copy content for the sole purpose of creating publicly available searchable indices of the content. Each User specifically allows for Demeter to grant access to the content for such search engines or spiders.
Any commercial use of any content by another User other than the Seller requires such User to purchase a license to the content (a “Content License”) as per the definition below.
For the avoidance of doubt, the grant of a perpetual license as set out below means that the Content License will remain in full force and effect even if the content to which the license refers has been removed or deleted from the Site. Thus, removal/deletion of any content from the Site does not affect Content Licenses sold prior to such removal/deletion.
By uploading User Content to the Site, the Seller agrees to have such User Content published for sale on the Site and on our partners’ platforms at such terms and prices that we or our partners apply at the time of license purchase.
We reserves the right in our sole discretion to set the Content Fee (as defined below) for all Content Licenses to any User Content published on the Site. We further reserve the right to adjust any such Content Fee upwards or downwards at our own discretion at any time, to run temporary promotional campaigns covering all or some of the User Content on the Site and to create bundles, compilations and portfolios of User Content and to set the prices for such campaigns, bundles, etc, at our own discretion.
6. Terms between Buyers and Sellers of Content Licenses.
For any purchase of Content Licenses (as defined below) executed through the Site, the Buyer agrees to pay the defined price stipulated on the Site for the relevant content (the “Content Fee”). The Content Fee consists of: (i) a one-time license fee paid by the Buyer to the Seller allowing for the Buyer to use the content purchased in accordance with the terms of this User Agreement (the “License Fee”); and (ii) a transaction fee paid by the Buyer to Demeter for its use of the Services to purchase the Content License (the “Transaction Fee”).
Subject to completion of the purchase process on the Site and the Buyer’s payment of the Content Fee, and in accordance with these Terms of Service, the Seller grants to the Buyer a non-exclusive, perpetual, worldwide and fully-paid right of use to the content for any purpose, whether commercial or non-commercial, including the right to modify, reproduce, publish and display the content, and create derivative works thereof, in any manner (the “Content License”). However, the Buyer may not use the content for any uses that are prohibited according to the below (“Prohibited Uses”).
Prohibited Uses are:
Nothing in these Terms shall constitute or be construed as a transfer of ownership to the Buyer of any of the Seller’s intellectual property rights or other proprietary rights in and to the User Content.
All payments are final and binding and will not be refunded to a Buyer under any circumstances.
7. Model Consents.
The Seller confirms, through the uploading of any content to the Site, that the Seller has received all required consents from any and all private individuals pictured or recorded in such content. Upon request from Demeter, the Seller undertakes to provide such written or other evidence as we may reasonably require confirming such releases from participating individuals/models in the content. We retains the right to request additional releases or agreements for any uploaded content.
8. No Attribution Rights.
The Seller is aware and agrees that by granting a Content License under these Terms, the Seller waives all rights to be identified or attributed as photographer, author, or copyright holder of the User Content. Thus, the Buyer shall be free to use the content in accordance with the Content License without mentioning the Seller. However, the Buyer shall not be entitled to state or otherwise indicate that the Buyer is the copyright holder of the content, but may merely state that the Buyer uses the content under license.
9. Disputes between Users.
In the event of a breach by the Seller or Buyer of these Terms or in the event of any other claim directed by the Seller towards the Buyer or vice versa, such claims or disputes will need to be handled directly between the Seller and the Buyer.
In the event of such claim or dispute, Demeter may (but has no obligation to) release relevant information to the relevant party against which the Seller/Buyer has a claim. Each of the Seller and Buyer agrees to the release of such relevant information for the purposes of a dispute resolution. Apart from any such release of relevant information, Demeter shall not be part of any such dispute or have any responsibility in relation thereto and each of the Seller and the Buyer expressly disclaims any responsibility for Demeter in relation thereto.
To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We do not make any promises (a) about the Demeter Content, (b) about the specific functionality of the Services, (c) about the quality, accuracy, reliability, or availability of the Demeter Content or Services, or (d) that the Demeter Content or Services will be free from viruses or other harmful components.
11. Third-Party Interactions.
Your interactions with entities or individuals found on the Demeter services or through the use of the Demeter website, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such entities or individuals. The User is solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Services and disclosing any personal information.
You agree that Demeter is not responsible or liable for any loss or damage or resulting civil or criminal legal or administrative action(s) of any sort incurred as the result of any such dealings. If there is a dispute between any of the third-parties or affiliates made available through the use of the Services, or with any other users of the site, you hereby release Demeter, its officers, employees, agents and successors in interest from claims, demand and damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Site or the features and services therein. If you are a California resident, you waive California Civil Code Section 1542, which states:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
We have the right to modify these Terms or any additional terms that apply to a Service at any time, including to reflect changes to the law or changes to our Services. We will notify you of any material changes by posting information through the Services or via email. Such material changes will not apply retroactively and will become effective thirty days after they are posted, except that changes addressing new functions in the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services after a change to the Terms will mean you accept the changes.
13. Giveaway Policy.
NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN.
By entering a Demeter Giveaway (each, a “Sweepstakes”), you will be bound by these Terms and you acknowledge that you satisfy all eligibility requirements.
Open to individual legal residents of the 50 United States or the District of Columbia and are the legal age of majority in their state of residence prior to the date of entry. Employees of Sponsors, Demeter and its affiliates, and their immediate family members are not eligible to participate.
The Sponsor is the individual or entity offering the Sweepstakes. Neither Demeter nor any of its affiliates is a sponsor of the Sweepstakes.
Prize(s) and Winner Selection Method
The Sponsor will award a prize to one or more individuals who enter at the Sweepstakes point of entry (using the selection method identified below. Demeter will specify through email marketing and social media campaigns the Sponsor, prize(s), approximate retail value, how to enter, and when each Sweepstakes begins and ends (which may be sooner than the end dates and times provided depending on the available supply of prizes). Potential winner(s) will be selected at random from among all eligible entries received. Odds of winning depend on the number of eligible entries received. If you are a winner, an e-mail notification will be sent to you via Demeter on behalf of the Sponsor.
Limit one entry per person. Prize(s) will be fulfilled by the Sponsor. Prize(s) will either be delivered by Demeter or one of its affiliates or by the Sponsor using the shipping address you select for the Sweepstakes. Each winner will be responsible for paying any taxes and any other expenses incurred, including any income taxes, sales or use taxes, value added taxes, goods and services taxes, or harmonized sales taxes. Throughout the term of this Sweepstakes, you will provide Demeter with any forms, documents, or certifications as may be required for Demeter to satisfy any information reporting or withholding tax obligations with respect to any payments related to this Sweepstakes.
Each prize will be awarded “as is” and without warranty of any kind, express or implied (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose). If you win a prize, you may not transfer, assign, or redeem the prize for cash. The Sponsor or Demeter may substitute a prize with a prize of equal or greater value.
How to Enter
You may enter the Sweepstakes via the entry method described below.
Confirm you have an eligible address (you may be required to log in to your Demeter account) and follow the entry form instructions.
Disclosure in Connection with Publicizing Entry
If you choose to promote your entry via social media or other channels, you should disclose your connection to the Sweepstakes. For example, it may be sufficient to include a statement such as #DemeterGiveaway.
By entering a Sweepstakes, you will not be eligible to receive any prizes awarded in any other Sweepstakes unless you enter each Sweepstakes separately.
Sponsor, together with Demeter, reserves the right to modify or cancel a Sweepstakes at any time. Sponsor and Demeter and its affiliates are not responsible for: (a) lost, misdirected, late, or incomplete entries or for inaccurate entry information; (b) any operation or transmission error, theft, unauthorized access to, or alteration of, entries; or (c) damage to any computer or device resulting from downloading Sweepstakes materials. Sponsor, together with Demeter may disqualify any individual found to be: (x) tampering with a Sweepstakes; (y) violating these Terms; or (z) acting in an unsportsmanlike or disruptive manner or with intent to threaten or harass any person. Incomplete and robotic, automatic, programmed or similar entries will be disqualified. The authorized subscriber of the account used to enter a Sweepstakes at the actual time of entry will be deemed to be the participant and must comply with these Terms in the event of a dispute as to entries submitted by multiple users having the same e-mail account.
No greater than the number of prizes stated in the Giveaway marketing campaign will be awarded. If any errors occur in the selection of a potential winner, or if more prizes are claimed than specified, Sponsor or Demeter may award the prize(s) by random drawing from among all eligible claimants. All prizes made available for a Sweepstakes may not be awarded in the event Sponsor or Demeter does not receive a sufficient number of qualified and eligible entries for an applicable Sweepstakes.
Each Sweepstakes is governed by the laws of the United States. By entering a Sweepstakes, you agree (for yourself and your heirs) that Sponsor, Demeter, and each of their respective affiliates and agents, and any entity involved in any aspect of the Sweepstakes (all aforementioned parties are collectively, the “Released Parties”) will have no liability, and will be held harmless from and against liability, loss, injury or damage to property or person, including death, and reasonable attorney’s fees and court costs, due in whole or in part, directly or indirectly, by reason of the acceptance, possession, use or misuse of a prize or participation in the Sweepstakes, even if caused or contributed to by the negligence of any of the Released Parties.
You agree that Sponsor’s decisions related to each Sweepstakes and all distribution of prizes are final. Each winner agrees that, by participating in a Sweepstakes, Sponsor, Demeter, and their respective affiliates may use the winner’s name in any manner and in any medium for its promotional purposes without additional compensation, including posting in a winner’s list, except where prohibited by law, and Sponsor, Demeter, and their respective affiliates may be required to disclose the winner’s address to state regulatory authorities.
14. Copyright Policy.
Demeter respects the intellectual property rights of others. If a copyright owner believes that their copyright-protected content appears and/or is otherwise made available on the Site without authorization, the copyright owner may, per the U.S. Digital Millennium Copyright Act (DMCA), initiate a “notice-and-takedown” procedure to have the content removed.
The following is an overview of how the DCMA notice-and-takedown procedure operates:
If a copyright owner believes that the Web Site includes infringing content, the copyright owner may send a corresponding Notification of Claimed Infringement to Demeter. Provided that the Notification of Claimed Infringement is effective, Demeter will: (i) promptly remove the content; and (ii) promptly provide the Notification of Claimed Infringement to the content owner and notify the content owner that the content has been removed.
If the content owner believes that the Notification of Claimed Infringement was wrongfully submitted (due to mistake or misidentification), the content owner may send a Counter-Notification to Demeter. If Demeter receives an effective Counter-Notification, then we will send a Reinstatement Notification to the copyright owner. This Reinstatement Notification will indicate that the removed content will be reinstated in not less than ten (10) business days and no more than fourteen (14) business days, unless Demeter first receives notice from the copyright owner that a legal action has been initiated by the copyright owner in relation to the content.
There are a number of items of information that a Notification of Claimed Infringement or a Counter-Notification must include in order to be effective; additionally, in order to be effective, the Notification of Claimed Infringement and Counter-Notification must be sent to a particular person designated for this purpose (Demeter’s “Designated Agent”). Information regarding the requirements for Notification of Claimed Infringement and Counter-Notification, as well as contact information for the Designated Agent, are provided below.
Under 17 U.S.C. § 512(f), a Notification of Claimed Infringement or Counter-Notification that includes a knowing material misrepresentation may subject the submitter of such Notification of Counter-Notification to damages, including costs and attorney’s fees.
Requirements for an Effective Notification of Claimed Infringement
For your Notification of Claimed Infringement to be effective, it must include substantially the following items of information:
Requirements for an Effective Counter-Notification
For your Counter-Notification to be effective, it must include substantially the following
items of information:
Contact Information for Designated Agent
As noted above, a Notification of Claimed Infringement or must be sent to Demeter’s Designated Agent to be effective. Demeter’s Designated Agent can be reached at: DMCAagent@trydemeter.com.
15. Limitation on Liability.
We limit our liability to the fullest extent allowed by law. We will not be liable for any unintentional damage, any actual, incidental, or consequential damage, or for any loss or claim of any kind. Some jurisdictions do not allow us to have a broad limit on our liability. If you live in one of those jurisdictions, some of these limitations may not apply to you. If you are dissatisfied with any portion of the Services or with any statement in these Terms, your sole remedy is to stop using the Services. Our total liability in any matter related to the Services or these Terms is limited to the aggregate amount you paid us during the 12-month period preceding the event giving rise to the liability.
You agree that you will indemnify and hold Demeter, our employees, and our agents harmless from any claims, damages, or other expenses (including attorney’s fees) that result from your use of the Services and (a) your violation of these Terms or other documents incorporated herein by reference; (b) your violation of another person’s rights; or (c) any claim related to your User Content, including a claim that your User Content caused damage to another person. This indemnification obligation will continue after you stop using the Services. In addition, you release us from all claims, demands, actions, or suits in connection with your User Content, including any liability related to our use or non-use of your User Content, claims for defamation, invasion of privacy, right of publicity, emotional distress or economic loss.
17. Controlling Law.
The laws of the State of Colorado and as applicable, those of the United States of America, govern these Terms and the use of the Services. Any and all claims brought will be subject to the jurisdiction of the courts of the State of Colorado.
18. Dispute Resolution.
Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Boulder, Colorado, in English, with a written decision stating legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
19. Notice to California Residents.
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
The provider of the website is Defining the Box Inc.
1002 Walnut St Suite 300, Boulder, CO 80302
By email: firstname.lastname@example.org
To file a complaint or to receive further information regarding use of the Service, send a letter to the above address or contact us via email. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.
Entire Agreement: These Terms, including all rules, guidelines, and other documents incorporated herein by reference, state the entire agreement between you and Demeter regarding your use of the Services and supersede any prior agreements we may have relating to the Services.
Changes to the Services: We may contact you within the Services, via email or physical mail to inform you of changes to the Services or these Terms. You agree that contact in any of these ways will satisfy any legal communication requirements, including that communication be in writing.
Assignment: We reserve the right to assign or transfer our rights and obligations under this Agreement. These terms are personal to you and, as a result, you may not, without the written consent of Demeter, assign or transfer any of your rights and obligations under this Agreement. There shall be no third-party beneficiaries to this Agreement.
Acquisitions: If Demeter or its businesses are acquired or transferred to another entity (in whole or part and including in connection with bankruptcy or similar proceedings), Demeter has the right to share your Personal Information and User Content with that entity. These Terms will continue to apply to the Services until you receive notification of changes to the Terms or Services.
Severability: The unenforceability of any particular section or clause in these Terms will not affect the enforceability of the remaining Terms. We may replace any unenforceable section or clause with a similar one that is enforceable.
No Waiver: Our failure to enforce any provision of these Terms is not a waiver of our rights under that provision.
These Terms of Service were last updated on February 26, 2019.