📜 Terms of Service

Last Updated: January 1, 2025

1. Introduction

Welcome to Twila ("Company", "we", "us", "our"). We operate a mobile application and platform ("Platform") that connects users seeking instant, on-demand photography sessions ("Users") with independent photographers ("Photographers"). Our Platform enables time-based, location-based photography services that can be booked in minutes and delivered the same day.

By accessing or using the Platform, you agree to be bound by these Terms of Service ("Terms").

If you do not agree, do not use the Platform.

2. Marketplace Role & No Agency

Important:

  • Twila is a technology platform, not a photography service provider.
  • Photographers are independent contractors, not employees, agents, or partners of the Company.
  • The Company does not control how photography services are performed.
  • The Company does not guarantee artistic quality, style, or outcomes.
  • Any agreement for photography services is solely between the User and the Photographer.

3. Eligibility

To use the Platform, you must:

  • Be at least 18 years old
  • Provide accurate account information
  • Have legal capacity to enter contracts

Photographers must also:

  • Complete identity verification through our payment processor
  • Represent they have the right to perform photography services

4. Booking & Service Flow

4.1 Booking

  • Users may book a Photographer for a time-based photography session (e.g., 5 minutes, 15 minutes, 1 hour).
  • Pricing varies based on duration and device type (mobile phone or professional camera).
  • Users are shown the total price, including applicable fees, before payment.

4.2 Service Completion

A photography service is considered completed when any of the following occurs:

  • The booked time period ends
  • Photos are uploaded to the Platform
  • 24 hours have elapsed since the session ended

This definition is used for payout, dispute, and refund purposes.

5. SMS/Text Messaging Consent

By using the Platform, you may receive SMS/text messages from Twila for account notifications, booking confirmations, service updates, and other Platform-related communications.

SMS consent is collected via explicit checkbox in our mobile app before any SMS is sent. You must explicitly opt-in to receive SMS messages by checking the consent box in the app settings or during account setup.

You understand that:

  • Message and data rates may apply based on your mobile carrier plan
  • You are not required to consent to SMS as a condition of using the Platform
  • You can opt-out of SMS messages at any time by replying STOP to any message or changing your preferences in the app settings
  • After opting out, you may receive one final confirmation message

For help with SMS messages, reply HELP to any message or contact us at support@twila.io.

6. Photo Delivery

  • Photographers may upload photo proofs during or immediately after a session.
  • Photographers have up to 24 hours after session completion to upload final photos.
  • Delivery occurs exclusively through the Platform.
  • The Company does not guarantee photo quality, resolution, or artistic style.

7. Payments & Fees

7.1 Payments

  • All payments are processed through a third-party payment processor (e.g., Stripe).
  • Users authorize the Company to:
    • Charge the full booking amount at the time of booking
    • Disburse funds to Photographers after service completion

7.2 Platform Fees

The Company charges:

  • A buyer service fee (percentage with a minimum)
  • A photographer platform fee deducted from the Photographer's payout

All fees are disclosed prior to payment.

7.3 Photographer Payouts

Photographers receive payouts after:

  • Service completion
  • Applicable fees and penalties are applied
  • Payment processor requirements are met

8. Cancellations & Penalties

8.0 Definitions

  • Base Price: The price of the booking session before fees
  • Grace Period: The period before a booking is accepted by the Photographer
  • Pending Status: A booking request that has not yet been accepted
  • Accepted Status: A booking that has been confirmed by the Photographer

8.1 User Cancellations

8.1.1 Grace Period

Users may cancel bookings that are in "pending" status (before photographer acceptance) at any time without penalty. No cancellation fee will be charged.

8.1.2 Cancellation After Acceptance

If a User cancels a booking after the Photographer has accepted it:

  • A cancellation penalty of 20% of the base booking price will be charged
  • The penalty is non-refundable and retained by the platform
  • The remaining amount (80% of base price plus any service fees) will be refunded to the User's original payment method
  • Refunds are typically processed within 5-10 business days

8.1.3 Special Circumstances

If a User cancels due to "Photographer did not show" and provides evidence:

  • The cancellation will be flagged for review
  • If verified, the User will receive a full refund with no cancellation fee
  • Review typically takes up to 24 hours

8.2 Photographer Cancellations

8.2.1 Grace Period

Photographers may decline or cancel bookings that are in "pending" status (before acceptance) at any time without penalty. No forfeit will apply.

8.2.2 Cancellation After Acceptance

If a Photographer cancels a booking after accepting it:

  • A forfeit penalty of 10% of the base booking price will be applied
  • The forfeit amount will be deducted from the Photographer's future payouts
  • The User will receive a full refund of all amounts paid
  • If payment has already been captured, the User will also receive a credit equal to 25% of the forfeit amount as compensation for the inconvenience
  • Refunds are typically processed within 5-10 business days

8.2.3 Forfeit Deduction

Forfeit amounts are tracked in the Photographer's account and automatically deducted from their next eligible payout. If a Photographer has multiple forfeits, they will be deducted in chronological order (oldest first).

8.3 Dispute Resolution

If either party disputes a cancellation penalty or forfeit, they may contact support within 30 days of the cancellation. All disputes will be reviewed on a case-by-case basis.

Contact support at support@twila.io to initiate a dispute review.

8.4 No-Shows

Failure to attend a scheduled session without cancellation may be treated as a late cancellation and subject to the penalties outlined in sections 8.1.2 or 8.2.2, as applicable.

9. Disputes & Refunds

  • Users must report disputes within 24 hours of photo delivery or service completion.
  • The Company may facilitate dispute resolution but is not obligated to issue refunds.
  • Chargebacks initiated outside the Platform may result in account suspension.

10. Photo Ownership & Usage Rights

10.1 Photographer Copyright Ownership (Base Tier)

Unless the User purchases a Full Rights Upgrade as described in Section 10.2, the Photographer retains all right, title, and interest in and to the photos created during a session booked through the Platform, including all copyrights therein.

10.1.1 User License (Base Tier)

Upon delivery of photos through the Platform, the Photographer hereby grants the User a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to:

  • Use, reproduce, display, and distribute the photos for personal, non-commercial purposes
  • Post photos on personal social media accounts, dating profiles, personal websites, and similar personal platforms
  • Print photos for personal use (e.g., wall art, gifts, personal albums)
  • Share photos privately with friends, family, and personal contacts
  • Edit, crop, filter, or otherwise modify the photos for personal use

This license does not permit:

  • Use in commercial advertising, marketing campaigns, or paid promotions
  • Sale, resale, or sublicensing of the photos
  • Use in commercial products, merchandise, or packaging
  • Use as stock photography or in any commercial image library
  • Use in any manner that generates direct revenue from the photos themselves

10.1.2 Photographer Retained Rights (Base Tier)

Subject to the User's license in Section 10.1.1 and the Platform license in Section 10.3, the Photographer retains the right to:

  • Display photos in personal portfolios, both online and offline
  • Post photos on personal social media accounts and photography platforms
  • Use photos for self-promotion and marketing of their photography services
  • Submit photos to competitions, exhibitions, and publications with appropriate credit

The Photographer may not:

  • Sell, license, or sublicense the photos to third parties
  • Use photos in a manner that identifies the User by name or likeness without the User's separate written consent

For clarity, the Photographer's rights under this Section 10.1.2 are not affected by the User's visibility settings described in Section 10.4. Photo visibility controls govern Platform display only and do not modify, restrict, or expand the Photographer's underlying rights.

10.2 Full Rights Upgrade (Paid Add-On)

Users may purchase a Full Rights Upgrade for any session, either at the time of booking or within ninety (90) days of photo delivery. The Full Rights Upgrade is available at a fee equal to thirty percent (30%) of the base session price, disclosed to the User prior to purchase.

10.2.1 Copyright Assignment

Upon the User's purchase of a Full Rights Upgrade, the Photographer hereby irrevocably assigns to the User all worldwide right, title, and interest in and to the session photos, including all copyrights, moral rights (to the extent waivable), and all other intellectual property rights therein.

The Photographer acknowledges and agrees that:

  • This assignment is made in consideration of the Photographer's share of the Full Rights Upgrade fee as set forth in Section 10.2.2
  • By accepting bookings through the Platform, the Photographer consents in advance to this assignment upon the User's purchase of the Full Rights Upgrade
  • The Photographer will execute any additional documents reasonably necessary to effectuate the assignment

If any such assignment is deemed invalid or unenforceable for any reason, the Photographer instead grants the User a perpetual, irrevocable, exclusive, worldwide, royalty-free license, with the right to sublicense, to use, reproduce, distribute, display, modify, and exploit the photos for any purpose, including commercial purposes.

10.2.2 Upgrade Fee & Revenue Share

The Full Rights Upgrade fee is equal to thirty percent (30%) of the base session price before any service fees or taxes. The fee is allocated as follows:

  • Sixty percent (60%) of the Full Rights Upgrade fee is paid to the Photographer as additional consideration for the copyright assignment
  • Forty percent (40%) of the Full Rights Upgrade fee is retained by the Platform

For example, for a session with a base price of $50.00, the Full Rights Upgrade fee would be $15.00, of which $9.00 is paid to the Photographer and $6.00 is retained by the Platform.

The Company reserves the right to modify the Full Rights Upgrade fee percentage and revenue share allocation upon thirty (30) days' notice to Photographers. Any such changes will apply only to sessions booked after the effective date of the change.

10.2.3 Photographer Portfolio License (Post-Upgrade)

Following a Full Rights Upgrade, the User grants the Photographer a limited, non-exclusive, non-transferable, revocable license to use session photos solely for personal portfolio display and self-promotional purposes, subject to the same restrictions set forth in Section 10.1.2.

This license is subject to the following conditions:

  • The Photographer may only select and access photos for portfolio use through the Platform's designated portfolio tools
  • Photos designated as private by the User will not be available for selection or download by the Photographer within the Platform
  • The User may revoke this license at any time by designating all session photos as private, at which point the Photographer must remove the photos from any portfolios or promotional materials within fourteen (14) days

10.2.4 Purchase Window

The Full Rights Upgrade may be purchased at the time of booking or at any time within ninety (90) days following photo delivery. After the 90-day window expires, the Full Rights Upgrade is no longer available through the Platform. Users seeking commercial rights after the 90-day window must negotiate directly with the Photographer outside the Platform.

10.3 Platform License (Twila)

Twila does not claim ownership of photos. By uploading or transmitting photos through the Platform, Photographers and Users grant Twila a perpetual, non-exclusive, worldwide, royalty-free license to:

  • Host, store, cache, and transmit photos as necessary for Platform operations
  • Display photos within the Platform interface, subject to applicable visibility settings
  • Review, access, and process photos for moderation, safety, quality control, customer support, fraud prevention, dispute resolution, legal compliance, and enforcement of these Terms
  • Retain copies as necessary for backups, audit trails, and legal obligations

This license applies to all photos regardless of visibility settings, solely for Platform-related purposes as described above. For clarity, Twila's internal access to photos for moderation, safety, and legal purposes is not affected by User visibility settings.

10.4 Photo Visibility Settings

10.4.1 Visibility Defined

Users may designate each photo as either "public" or "private" within the Platform. Visibility settings control how photos are displayed within the Platform and do not, by themselves, create, modify, or revoke any intellectual property rights or licenses granted under these Terms.

10.4.2 Public Photos

Photos designated as public may be:

  • Displayed in the Platform's explore feeds, location-based feeds, and other public discovery surfaces
  • Visible to other Platform users in accordance with the Platform's display features
  • Selected and downloaded by the Photographer through the Platform's portfolio tools, where the Photographer holds a portfolio license under Section 10.1.2 or 10.2.3

10.4.3 Private Photos

Photos designated as private:

  • Will not appear in any public or discovery feeds within the Platform
  • Are viewable and downloadable by the User only
  • Are not available for selection or download by the Photographer within the Platform
  • May be accessed by Twila solely for internal Platform, moderation, safety, and legal purposes as described in Section 10.3

10.4.4 Effect of Visibility on Rights

Under the Base Tier (Section 10.1), where the Photographer retains copyright ownership, the Photographer's underlying rights are not affected by visibility settings. The private designation removes Platform-based access and display but does not restrict the Photographer's use of photos obtained outside the Platform prior to the visibility change.

Under the Full Rights Upgrade (Section 10.2), where the User holds copyright ownership, the private designation removes the Photographer's ability to access and download photos through the Platform. If a User designates all session photos as private after a Full Rights Upgrade, the Photographer's portfolio license under Section 10.2.3 is effectively revoked with respect to Platform access, and the Photographer must remove such photos from any portfolios or promotional materials within fourteen (14) days.

10.5 Visibility Changes

Users may change photo visibility at any time. Changes take effect immediately with respect to Platform display and access. The Photographer will be notified through the Platform when a previously public photo is designated as private.

Where a Full Rights Upgrade has been purchased and a photo is changed from public to private, the Photographer must remove the photo from any external portfolios or promotional materials within fourteen (14) days of notification.

10.6 Moral Rights Waiver

To the maximum extent permitted by applicable law, the Photographer waives any and all moral rights (including rights of attribution and integrity) in photos created through the Platform, whether under the Visual Artists Rights Act (VARA), state law, or any other applicable statute or common law doctrine. This waiver applies regardless of whether a Full Rights Upgrade is purchased.

10.7 No Implied Rights

Except as expressly stated in these Terms, no rights or licenses are granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved by the respective rights holder.

11. Prohibited Conduct

Users and Photographers may not:

  • Circumvent payments
  • Harass or abuse others
  • Misrepresent identity or services
  • Upload unlawful or infringing content
  • Attempt to transact outside the Platform

12. Account Suspension & Termination

The Company may suspend or terminate accounts for:

  • Violations of these Terms
  • Fraud or abuse
  • Payment disputes or chargebacks
  • Risk or compliance concerns

13. Limitation of Liability

To the maximum extent permitted by law:

  • The Company is not liable for indirect, incidental, or consequential damages
  • The Company's total liability is limited to fees paid to the Company in the preceding 12 months

14. Indemnification

Users and Photographers agree to indemnify and hold harmless the Company from claims arising out of:

  • Their conduct
  • Their services
  • Their content
  • Their violation of these Terms

15. Arbitration & Class Action Waiver

15.1 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration, rather than in court, except that either party may bring claims in small claims court if eligible.

Arbitration shall be conducted on an individual basis in accordance with the rules of the American Arbitration Association (AAA).

15.2 Class Action Waiver

YOU AND TWILA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

The arbitrator may not consolidate claims or preside over any form of class proceeding.

15.3 Opt-Out Right

You may opt out of arbitration by sending written notice to legal@twila.io within 30 days of first accepting these Terms. If you opt out, neither party will be bound by this arbitration provision.

15.4 Survival

This arbitration provision shall survive termination of these Terms.

16. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.

17. Copyright Infringement (DMCA Notice)

Twila respects the intellectual property rights of others and expects Users and Photographers to do the same.

If you believe that content on the Platform infringes your copyright, you may submit a written notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing the following information:

  • A physical or electronic signature of the copyright owner or authorized agent
  • Identification of the copyrighted work claimed to be infringed
  • Identification of the infringing material and its location on the Platform
  • Your contact information (address, phone number, email)
  • A statement that you have a good faith belief that the use is not authorized
  • A statement, under penalty of perjury, that the information is accurate and you are authorized to act

DMCA notices must be sent to:

DMCA Agent
Email: dmca@twila.io

Upon receipt of a valid notice, Twila may remove or disable access to the allegedly infringing content and may terminate repeat infringers.

18. Changes to Terms

The Company may update these Terms at any time. Continued use of the Platform constitutes acceptance of updated Terms.

19. Contact

For questions or support, contact:
📧 support@twila.io