FairPay - Standard Agreement between Buyers and Sellers

Last updated: 24th of May 2023

This standard agreement between the Buyer and the Seller sets out the terms which govern each transaction between a Buyer and a Seller on FairPay.

1. Definitions

In this agreement, the following definitions will apply:

“The Agreement” or “this Agreement” means the Standard Agreement between Buyers and Sellers.

“FairPay Service Fee” is the fee FairTech OÜ charges to Buyers under the Buyer’s Terms and Conditions.

“FairPay Payment Processing Fee” means the fee charged by FairTech OÜ to Sellers under the Seller’s Terms and Conditions.

“FairPay” means the websites located at www.gofairpay.com, www.fairpay.network, www.fairpay.xxx, and www.fairpay.to.

“Content”means any material uploaded to FairPay by any User, including any photos, videos, audio (for example, music and other sounds), live stream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material.

“Buyer” means a User who buys Content from a Seller or subscribes to a Seller.

“Seller” means a User who has set up their FairPay account as a Seller account to post Content on FairPay to be viewed or bought by other Users.

“Buyer/Seller Transaction” means any transaction between a Buyer and a Seller on FairPay by which access is granted to the Seller’s Content (except in the case of a donation), including in any of the following ways:

a Subscription
payments made by a Buyer to view a Seller’s pay-per-view Content (for example, videos or live shows)
payments made by a Buyer to a Seller to create made-to-order Content
payments made by a Buyer to a Seller to donate money
payments made by a Buyer to a Seller for any other paid feature available now or in the future.

“Buyer Payment” means all payments made by a Buyer for any Buyer/Seller Transaction and all donations/tributes.

“Subscription” means a Buyer’s subscription to a Seller’s account.

“User” means any user of FairPay, whether a Buyer or a Seller, or both.

“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.

2. Parties

The only parties to this Agreement are the Buyer and Seller participating in the Buyer/Seller Transaction.

FairTech OÜ is not a party to this Agreement and does not grant any rights in respect of, nor participate in any Buyer/Seller Transaction, except that FairTech OÜ may act as a payment intermediary in accordance with the Buyer’s and Seller’s instruction set out in Section 5 of this Agreement.

3. Applicability

This Agreement applies each time a Buyer/Seller Transaction is initiated on FairPay. This Agreement excludes any other terms that the Buyer and Seller may propose, and this Agreement will legally bind the Buyer and Seller participating in the Buyer/Seller transaction.

4. Pricing and Payment

By entering into a Buyer/Seller Transaction, the Buyer agrees to pay the Buyer Payment applicable to that specific Buyer/Seller Transaction in accordance with the pricing published in Seller’s account plus FairPay Service Fee and any applicable Tax.

The Buyer and Seller participating in the Buyer/Seller Transaction authorize FairTech OÜ or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the Buyer Payment including FairPay Service Fee and any applicable Tax, to deduct the FairPay Payment Processing Fee, and to pay out the sums due to Sellers, as described in the Seller’s Terms and Conditions.

5. Content License

Once the Buyer has made the Buyer Payment for a Buyer/Seller Transaction, the Seller hereby grants the Buyer a limited license to access the applicable Content of that Seller to which the Buyer/Seller Transaction relates (hereinafter “Relevant Content”).

This license is non-transferable, non-sub-licensable, and non-exclusive and allows the Buyer to access, view, and download (if applicable) the Relevant Content on the Buyer’s personal device and via a web browser.

All the content bought is licensed for personal use only. It is not licensed for public screenings or for any other use or sharing with any third parties.

6. Ownership of Content

The Buyer participating in the Buyer/Seller Transaction acknowledges and agrees that the license of the Relevant Content provided in Section 5 of this Agreement does not result in the Buyer acquiring any rights in or to the Relevant Content, which rights shall be retained by the Seller of the Relevant Content.

7. License Termination

Except for Content that the Buyer has downloaded or bought custom-made, the license granted to a Buyer for the Relevant Content will terminate automatically without notice under the following circumstances:

If the Buyer’s Payment related to the Buyer/Seller Transaction was unsuccessful or is charged back or reversed for any reason;
In the case of Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew as described in the corresponding section of the FairPay Buyer’s Terms and Conditions;
If the Buyer’s User account is suspended or terminated for any reason;
If the Buyer is in breach of Terms and Conditions for all Users (whether with respect to the Relevant Content or at all);
If the Seller removes the Content from the Seller’s store;
If the Buyer terminates their FairPay User Account and/or Subscription.

8. Cancellation and Refund

All sales and transactions are final. Buyer Payments are nonrefundable and fully earned on receipt.

The Seller may approve a refund if exceptional circumstances exist. The Buyer may contact the Seller to request a refund if a Buyer believes exceptional circumstances exist for a refund.

If a refund is approved by a Seller, FairPay will process that refund under the Refund Policy outlined in the FairPay Terms and Conditions for all Users.

The Buyer acknowledges that the Buyer/Seller Transaction will result in a supply of the Relevant Content to the Buyer before the end of the period of 14 days from the date when the Buyer/Seller Transaction is entered into. The Buyer gives his or her express consent to this and confirms to the Seller that he or she is aware that any statutory right to cancel the Buyer/Seller Transaction that the Buyer has under the Consumer Rights Act of 2015 or any other applicable law will therefore be lost.

This agreement does not affect any statutory right to receive a refund from the Seller that a Buyer may have under the Consumer Rights Act of 2015 or any other applicable law.

9. Obligations between Seller and Buyer

For each and every Buyer/Seller Transaction:

The Buyer and Seller participating in the Buyer/Seller Transaction agree to comply at all times with the FairPay Acceptable Use Policy in relation to the Relevant Content, including when accessing, viewing, and interacting with it.
The Buyer participating in the Buyer/Seller Transaction agrees to make the Buyer Payment required to access, view, download (if applicable), or interact with the Relevant Content and agrees not to initiate a chargeback other than if the Buyer disputes the Buyer/Seller Transaction in good faith.
The Seller Participating in the Buyer/Seller Transaction agrees to make the Relevant Content available to the Buyer once the Buyer has made the Buyer Payment applicable to the Relevant Content, including by creating agreed upon custom Content in a timely manner (according to the terms agreed by the Parties at checkout).
The Seller warrants that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Buyer in the territory in which the Buyer will be accessing, viewing, or downloading (if applicable) the Relevant Content, and has obtained all necessary permissions and consents needed to grant the license outlined in section 5 of this agreement.
The Seller is solely responsible for creating and uploading the Relevant Content. The Seller provides no guarantee that it will continue to create and upload Relevant Content on an ongoing basis.
Unless there has been negligence or another breach of duty by the Seller, accessing by the Buyer of the Seller’s Content is entirely at the Buyer’s own risk.

10. No Guarantees

The Buyer participating in the Buyer/Seller Transaction acknowledges that Sellers may add and remove Content at any time from their Seller account, and the Sellers have the discretion to decide what sort of Content to make available on their account.

In addition, the Buyer participating in the Buyer/Seller Transaction acknowledges that there may be circumstances where the Buyer can't access the Relevant Content to be provided under the Buyer/Seller Transaction, including but not limited to:

If the Seller’s account is suspended, terminated, or deleted;
If the Buyer’s account is suspended, terminated, or deleted;
If the availability of the FairPay sites is suspended or inaccessible;
If the Seller is unable to create or upload Relevant Content in the future.

11. Governing Law & Dispute Resolution

The laws of Estonia govern all matters arising out of or relating to this agreement without giving effect to effect to any conflicts of law principles. The Buyer will also be able to rely on mandatory rules of the law of the country where he lives.

This agreement’s main purpose is providing services and licensing access to intellectual property, not a “sale of goods”. The United Nations Convention on Contracts for the International Sale of Goods will not govern this agreement, the application of which is expressly excluded.

If this agreement is with a Buyer resident in the European Union, any claim under this agreement may be brought in the courts of Estonia or the courts of the country where the Buyer is a resident.

If this Agreement is with a Buyer resident outside of the European Union, any claim under this Agreement must be brought in the courts of Estonia in Tallinn unless the Buyer and Seller otherwise agree.