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Creator Reseller Agreement (Vendor Agreement)

Last updated: September 21, 2026

This Creator Reseller Agreement ("Agreement") is between [Company Legal Name], LLC, a Florida limited liability company ("Company"), and the individual or entity submitting photographs for sale through surfphoto.net (the "Site") ("Creator"). Company acts as the merchant of record for every sale made through the Site, including sales of photographs Creator captures. By submitting photographs to the Site, Creator agrees to this Agreement.

1. The Back-to-Back Sale Structure

Creator owns and retains all underlying copyright and other intellectual property rights in every photograph Creator submits to the Site. Company acquires no ownership interest in that underlying copyright merely by displaying or offering a photograph for sale.

Each time an end user (a "Buyer") initiates a purchase of one of Creator's photographs on the Site, the following occurs instantaneously, automatically, and in this strict sequence, without any action required from Creator at the moment of sale:

  • Creator sells and transfers to Company a single, discrete copyrighted article — one specific digital copy of the photograph — for the purchase price described in Section 2; and immediately, in the same transaction,
  • Company resells and delivers that same copyrighted article to the Buyer.

Title to each individual copyrighted article passes momentarily from Creator to Company and then immediately from Company to the Buyer. Company holds no inventory of copyrighted articles between sales; each copyrighted article is created and conveyed only at the moment a Buyer initiates a purchase. This structure applies separately to each individual sale — Creator sells a new, separate copyrighted article to Company for every Buyer purchase, no matter how many times the same photograph is purchased by different Buyers.

2. Purchase Price; Accounts Payable

The amount Company owes Creator for each copyrighted article sold under Section 1 (the "Purchase Price") is calculated according to the pricing terms made available to Creator through the Site's photographer dashboard. Each Purchase Price owed to Creator is recorded as an unsecured obligation of Company to Creator — an account payable on Company's books — and is not held by Company in trust, escrow, or as a segregated fund for Creator's benefit. Creator's claim to any unpaid Purchase Price is that of a general unsecured creditor of Company.

3. Clearing Period and Withdrawal

Amounts credited to Creator's accounts payable balance are subject to a mandatory fourteen (14) day clearing period, measured from the date of the underlying sale, before Creator may request withdrawal. This clearing period allows Company to account for chargebacks, payment disputes, and refunds affecting the underlying sale before funds become available for withdrawal. Cleared amounts may be withdrawn by Creator solely via the Bitcoin Lightning Network, to a Lightning-compatible wallet address Creator provides and confirms. Company is not responsible for funds sent to an incorrect or incompatible wallet address supplied by Creator, or for the loss, theft, or fluctuation in value of any bitcoin held in Creator's own wallet after withdrawal.

4. Indemnification

Creator will fully indemnify, defend, and hold harmless Company, its officers, and employees from and against any and all claims, demands, losses, liabilities, damages, settlements, statutory damages, and reasonable legal fees and costs arising out of or related to:

  • Any actual or alleged infringement of a third party's copyright or other intellectual property right by a photograph Creator submits to the Site;
  • Any missing, invalid, expired, or otherwise deficient model release or consent from any identifiable person depicted in a photograph Creator submits; or
  • Any breach of Creator's representations and warranties in Section 6.

5. Freeze and Clawback Rights

If Company receives a claim, notice, chargeback, payment dispute, or takedown request relating to a photograph Creator submitted, or reasonably suspects a breach of Section 6, Company may, in its discretion and pending resolution:

  • Freeze and suspend withdrawal of all or any part of Creator's accounts payable balance;
  • Claw back from Creator's accounts payable balance any amount already credited for the affected sale(s) or reasonably related to the claim; and
  • Withhold future crediting of Purchase Price amounts for the affected photograph until the matter is resolved.

Company will apply any recovered or withheld amount first to satisfy Creator's indemnification obligations under Section 4.

6. Creator Representations and Warranties

Creator represents and warrants, on an ongoing basis, that:

  • Creator is the sole owner of the copyright in each photograph submitted to the Site, or otherwise has full right and authority to sell copyrighted articles derived from it as described in this Agreement;
  • Creator has obtained a valid, written model release or other lawful consent from every identifiable person depicted in each photograph, sufficient to permit the personal, non-commercial use described in Company's Customer Terms of Sale;
  • No photograph submitted infringes any third party's copyright, trademark, right of publicity, or other right; and
  • Creator is an independent foreign seller, is not a citizen or resident of the United States for tax purposes, and is not otherwise a United States tax resident.

Creator is solely responsible for determining and paying any taxes owed on amounts received under this Agreement in Creator's own country of residence or any other applicable jurisdiction. Company does not withhold, remit, or report taxes on Creator's behalf except where Company is required to do so by applicable law, and Creator agrees to promptly provide any tax residency documentation Company reasonably requests to determine its own reporting obligations.

7. Independent Business Relationship

Creator participates in this Agreement as an independent business. Nothing in this Agreement makes Creator an employee, partner, or joint venturer of Company, and Creator has no authority to bind Company or act on Company's behalf in any dealing with a third party. Company likewise has no authority to bind Creator in Creator's dealings with third parties.

8. Term and Termination

This Agreement remains in effect until terminated by either party. Company may suspend or remove any or all of Creator's photographs from the Site, and may terminate this Agreement, at any time, with or without cause. Sections 1, 2 (as to sales completed before termination), 3, 4, 5, 6, and 11 survive termination of this Agreement.

9. Governing Law and Venue

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Florida, and Creator consents to the personal jurisdiction of those courts.

10. Changes to This Agreement

Company may update this Agreement from time to time by posting a revised version on the Site. Continuing to submit photographs for sale after a revised version is posted constitutes Creator's acceptance of the updated Agreement.

11. Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect. This Agreement constitutes the entire agreement between Creator and Company regarding the sale of Creator's photographs through the Site and supersedes any prior agreements on that subject. Creator may not assign this Agreement without Company's prior written consent; Company may assign this Agreement in connection with a merger, acquisition, or sale of assets.

12. Contact

Questions about this Agreement can be sent to [legal@surfphoto.net].