Terms and Conditions

Stelli Terms and Conditions

Last updated: October 22, 2026 · Effective: October 22, 2026

1. These Terms and who they are between

1.1 The agreement. These Terms and Conditions (“Terms”) are a binding agreement between you and Calvin Monfried, an individual doing business as Stelli in New Hampshire (“Stelli,” “we,” “us,” “our”), which operates getstelli.com and the Stelli platform (together, the “Platform”).

1.2 Who they cover. They apply to everyone who uses the Platform: people who book shoots (“Clients”), photographers and videographers accepted into the Constellation Collective (“Creators”), and anyone who visits the site. “You” means whichever of these you are; “User” means any of them.

1.3 How you accept them. Before creating an account or making or accepting a Booking, you must be given access to these Terms and affirmatively accept them through the Platform. The acceptance record identifies the version accepted. Merely visiting the site does not constitute agreement to payment obligations or arbitration. If you do not agree, do not create an account or book through the Platform. Section 18 includes an agreement to individual arbitration, a jury-trial waiver, and a class-action waiver, subject to exceptions and a 30-day opt-out right.

1.4 The Privacy Policy. Our Privacy Policy describes how Stelli handles personal information and controls if these Terms conflict with it on a privacy matter. Accepting these Terms does not substitute for consent where privacy law requires separate consent. Nothing in these Terms limits nonwaivable rights or duties under applicable law.

1.5 Signing for a business. If you accept these Terms on behalf of an organization, you confirm that you are authorized to bind it. The organization is the contracting User; you are responsible for your own conduct but do not personally guarantee its payment or performance solely by accepting as an authorized representative.

1.6 Definitions.

Booking — a confirmed and paid engagement of a Creator by a Client through the Platform.

Booking Contract — the written agreement between a Client and a Creator that the Platform generates for each Booking (Section 4).

Business day — Monday to Friday, excluding federal and New York State public holidays. Unless stated otherwise, days are calendar days and Booking times are measured in the America/New_York time zone.

Collective — the Constellation Collective, the curated group of Creators on the Platform.

Deliverables — the files a Creator delivers under a Booking Contract.

Format — one of the shoot types in Section 5.

Shoot — the session a Booking covers.

2. Who can use Stelli and your account

2.1 You must be 18 or older. Stelli is for adults. You also confirm you have the legal capacity to enter contracts, that you’re not barred from using the Platform under any applicable law or sanctions list, and that we haven’t previously removed you. If we find an account belonging to someone under 18, we’ll close it.

2.2 Accurate accounts. Give us accurate, current information and keep it up to date. Do not impersonate another person or create an unauthorized account. An authorized representative may create and manage an account for an organization under Section 1.5. Account access may be shared only with authorized personnel using access controls permitted by Stelli.

2.3 Keep your account secure. Use a strong, unique password and safeguard access credentials. You are responsible for activity you authorize and for losses caused by your failure to use reasonable care, to the extent permitted by law. Notify getstelli@gmail.com promptly if you suspect unauthorized access.

2.4 Creators are admitted by application. Our founders review portfolios and decide whether to admit a Creator to the Collective, subject to applicable law. Admission does not promise bookings, income, or a minimum volume of work. Removal and its effect on existing Bookings and earned payouts are governed by Sections 13 and 21.

2.5 Verification. We may verify email, phone, account information, and authority to act for an organization. Stripe performs payment-related identity and tax verification for Creators. We do not request that you send government identification or tax documents to Stelli; submit them directly to Stripe where required. We may reasonably restrict accounts if verification fails or information appears false, subject to Sections 13 and 21 and the Privacy Policy.

3. What Stelli is and what it is not

3.1 Stelli operates the marketplace. We curate the Collective and provide booking, contract-generation, payment, messaging, and file-delivery functions. The Creator provides the Shoot and Deliverables, and the Client provides the brief and agreed location arrangements and permissions. Stelli does not ordinarily direct the Shoot or supervise the Creator’s performance. Each party remains responsible for its own conduct and duties under applicable law.

3.2 Booking Contract parties. The Booking Contract is between the named Client and Creator. Stelli is not a party to their agreement for photographic or video services, but remains responsible for its own obligations under these Terms, including its limited payment collection agency in Section 7 and any refund it is required to provide.

3.3 Marketplace role. Stelli intends to operate as a marketplace for independent creative businesses, subject to Section 14. These Terms do not determine whether any licensing, employment, agency, or other regulatory requirement applies; that depends on the actual services and relationship under applicable law.

3.4 Curation is limited. Admission reflects our review of a Creator’s submitted portfolio, not a certification of licensing, insurance, equipment, conduct, or future results unless Stelli expressly states that a particular item has been verified. We remain responsible for representations we make and any duties that cannot be disclaimed. See Section 15.

3.5 Platform changes. We may modify features, subject to Section 22 for material changes. Changes will not alter a confirmed Booking’s agreed terms. If a discontinued feature prevents performance of a confirmed Booking, we will provide a reasonable alternative or arrange cancellation and the refund due under Section 9.

3.6 We don’t give legal advice. The Booking Contract is a convenience we provide to help both sides document their arrangement. It isn’t legal advice, and we aren’t your lawyers. If you need advice about your own situation, get your own.

4. Bookings and the Booking Contract

4.1 How a Booking is made. A Client selects a Creator, Format, date, time, location, and add-ons and submits a request. Before submission, both parties must be able to review the applicable Booking terms, including payment, cancellation, and copyright terms. A Booking is formed when the Creator accepts those terms through the Platform and the Client’s payment is successfully collected. Payment authorization alone is not confirmation. If acceptance or collection fails, no Booking is formed and any authorization is released or captured payment returned. Each party receives a retainable copy of the accepted Booking Contract.

4.2 The Booking Contract. The Platform records the Client’s and Creator’s legal names and mailing addresses, Format, date, start time and duration, location, itemized services, compensation and payment method, Stelli fees, add-ons, Deliverables, delivery deadlines, submission requirements, and cancellation and revision terms. It specifies the date payment is due or an objective mechanism for determining that date. It includes the copyright assignment and licenses in Section 10 and the parties’ electronic acceptance. The Booking Contract governs the Client–Creator relationship and incorporates the provisions of these Terms applicable to that Booking. It controls on the agreed Shoot specifics; these Terms control Stelli’s Platform obligations and default rules. No Booking provision overrides nonwaivable law or changes Stelli’s obligations without Stelli’s express agreement.

4.3 Freelance contract requirements. Where applicable, the Booking Contract must satisfy the New York State and New York City Freelance Isn’t Free Acts. The Client ordinarily engages the Creator and is the hiring party, but legal responsibilities depend on the actual arrangement. Each party must retain its own copy. Stelli retains Booking Contracts for six years after completion or termination, or longer where required by law or a legal hold, and supplies retained copies on request. Closing an account does not eliminate required records or statutory payment rights.

4.4 Electronic contracts and signatures. The parties intend affirmative electronic acceptance to constitute an electronic signature where permitted by law, including under the E-SIGN Act and New York’s Electronic Signatures and Records Act. The Platform must retain the accepted terms and acceptance records and provide a downloadable or printable copy. Request a paper copy at getstelli@gmail.com. Where law requires consumer consent to replace a legally required written notice with an electronic record, we will obtain the required consent and provide the required disclosures separately. Electronic contracting does not replace a notice method required by law.

4.5 Contact details. Creator names, photos, bios, portfolios, Formats, prices, and reviews are public. A Client’s name and proposed Booking details are visible to the selected Creator. We display nonpublic phone numbers and email addresses to the other Booking party only after confirmation and payment, except information a User chooses to publish. Provider access and other disclosures are governed by the Privacy Policy. Use another User’s contact information only for the Booking and related communications, not unrelated marketing.

4.6 Booking changes. Both parties must agree to changes to dates, location, duration, Format, add-ons, Deliverables, or price. Record the change through the Platform so it can update the Booking Contract and any payment. If the Platform is unavailable, notify Stelli promptly and provide a written record of both parties’ agreement. Stelli may be unable to administer undocumented changes, but nothing here declares an otherwise lawful agreement unenforceable. No additional charge may be made without the Client’s express authorization.

5. Formats, deliverables, and add-ons

Stelli offers the Formats below. Creators set their prices and specify duration, coverage, output quantities, file types, and any additional terms in their listings. These specifics must be available before acceptance and recorded in the Booking Contract. Material descriptions may not be changed after confirmation without both parties’ agreement.

5.1 The Candid. A short shoot. 30 edited photos included, plus anything else the Creator’s listing says. Duration is as stated in the listing.

5.2 The Event Film. Coverage of an event, delivered as an edited film. Length of coverage and of the finished film, and any photos or other extras, are as stated in the Creator’s listing.

5.3 The Content Day. A full day of content. 30 edited photos included, plus whatever else the Creator’s listing says. Duration is as stated in the listing.

5.4 File formats. Unless the listing says otherwise, Deliverables are supplied as standard high-resolution files for their medium. RAW files, project files, and source footage are not included unless the listing expressly offers them.

5.5 Add-ons are the Creator’s call. Extra edited photos, extra hours, additional revision rounds, rush delivery, and similar extras are defined and priced by the Creator. They must be listed and bought through the Platform (Section 7.6).

5.6 Excluded costs. Travel outside the five boroughs, permits, studio or venue hire, parking, props, wardrobe, hair and makeup, and second shooters are excluded unless expressly included. The Booking Contract must identify any required additional cost, who pays it, and its amount or agreed method of calculation. Any later expense requires the Client’s advance written approval.

6. Prices, fees, and taxes

6.1 Creators set their prices. Each Creator sets the price for each Format and add-on they offer.

6.2 Stelli fees. The Client service fee is 14% of the Creator’s agreed service price, including purchased add-ons. The Creator platform fee is 14% of the same amount and is deducted from the Creator’s gross allocation. Taxes and tips are excluded from that fee base. Checkout shows the Client’s total and the Creator’s anticipated net amount. For example, a $100 Creator service price results in a $114 Client charge and an $86 Creator payout, before taxes and tips. Confirmed Bookings retain their agreed rates; later add-ons use the rates applicable to that Booking unless both parties expressly agree otherwise. Cancellation allocations are governed by Section 9.

6.3 Checkout total. Before payment, checkout displays the Creator’s service price, purchased add-ons, Client service fee, and any applicable transaction taxes. That total is the amount authorized for the Booking. Later add-ons and approved excluded expenses under Section 5.6 are additional only if agreed and authorized as described above.

6.4 Changing our fees. We can change our fees for future bookings on notice under Section 22. A fee change never applies to a Booking already confirmed.

6.5 Taxes. Checkout separately identifies transaction taxes that Stelli must collect and remit. Each User remains responsible for taxes legally imposed on that User, subject to Stelli’s own collection, withholding, and reporting obligations. Stelli or its payment provider may withhold or report amounts where law requires; otherwise Creators are responsible for income and self-employment taxes. See Section 14.2.

6.6 Tips. Tips are optional and are passed to the Creator without Stelli’s platform fee. Any processor charge deducted from a tip must be disclosed before payment. A tip is not ordinarily refundable after payout except for error, unauthorized payment, legal requirements, or an agreed adjustment.

6.7 Currency. All prices, fees, and payouts are in US dollars.

7. How payments work; Stelli as limited payment collection agent

Payments are collected through Stripe for Stelli in its limited role described below. Stelli’s service fee is paid to Stelli; the Creator’s compensation is collected on the Creator’s behalf.

7.1 Limited agency appointment. Each Creator appoints Stelli as its limited payment collection agent to collect authorized Client payments through Stripe, administer the expressly agreed fees and refunds, and arrange payout of the Creator’s amount. The authority extends only to these functions and any separately authorized adjustment. It does not authorize Stelli to change the Creator’s service obligations or bind the Creator for other purposes. Ending the appointment does not relieve Stelli of obligations relating to previously collected payments.

7.2 Effect of payment. When the Client’s authorized payment is successfully received through Stelli’s designated collection process, the Client’s payment obligation to the Creator is discharged to that extent. A delay or failure in Stelli’s onward payout does not require the Client to pay twice. An authorization or failed payment is not payment. Rights following an actual refund or reversal are addressed in Section 7.9.

7.3 Payout responsibility. After successful collection, the Creator looks to Stelli for the amount payable under these Terms, rather than demanding duplicate payment from the Client. Stelli remains responsible for administering and paying the Creator’s amount when due, subject to lawful fees, refunds, reversals, and limited holds expressly permitted here. This does not waive a Creator’s nonwaivable rights or any claim arising from the Client’s separate breach.

7.4 Payout and limited holds. Stelli instructs Stripe to release the Creator’s net amount when edited Deliverables meeting the Booking Contract are uploaded and made accessible to the Client, subject to Section 8.5. The Booking Contract must state the payment due date or an objective due-date mechanism consistent with applicable freelancer law. A hold may be imposed only for a documented, reasonable fraud, security, legal, or Booking dispute concern and only for the amount reasonably implicated. We notify the Creator of the basis and review it promptly unless legally prohibited; undisputed amounts are released when due. A hold does not extend a nonwaivable payment deadline or permit permanent forfeiture of earned compensation. We remain responsible for our payment obligations even when Stripe is involved.

7.5 Stripe processing. Stripe processes payments and payouts under its applicable terms, including the Stripe Connected Account Agreement for Creators, available at https://stripe.com/connect-account/legal. Creators must complete Stripe onboarding and maintain the required account status. Stripe collects full payment credentials and identity and tax verification documents directly; Stelli receives limited operational payment and account-status information as described in the Privacy Policy. Processor and bank timing can affect receipt, but Stelli will address delays within its control and remains responsible for its obligations under Section 7.

7.6 Everything goes through the Platform. All money for a Stelli Booking — including add-ons, extra time, reshoots, and tips — is paid through Stelli. No cash, Venmo, Zelle, or side payments. See Section 12.1.

7.7 Payment custody. Stelli does not offer a bank deposit, interest-bearing account, or escrow service. Stripe’s handling of payments is governed by its terms and applicable law. Nothing here waives duties arising from Stelli’s payment collection agency or any required safeguarding, segregation, licensing, or handling of funds.

7.8 Refund administration. Refunds due under Section 9 are returned to the original payment method unless law or payment-network rules require otherwise. Stelli will initiate a required refund promptly and explain any expected processing delay. A refund owed by Stelli is not conditioned on recovering funds from the Creator. Stelli may recover a valid Creator-funded refund under Section 7.9, without duplicate recovery.

7.9 Reversals and recovery. Users retain any chargeback, billing-error, and other payment rights provided by law or payment-network rules; exercising them in good faith is not a breach. Both parties must reasonably cooperate in investigating disputes. Where a refund, reversal, or chargeback leaves an amount properly owed by a Creator or Client, Stelli may recover that amount by a lawful offset from that User’s available balance or future payouts, or by invoice, after providing an explanation and an opportunity to dispute it. We may debit a payment method only with valid, specific authorization and as permitted by law and processor rules. Recovery is limited to amounts actually owed, with no double recovery, and subject to freelancer payment protections. Reasonable account restrictions may address documented fraud or an undisputed unpaid balance, not retaliate for a lawful dispute.

7.10 Unclaimed balances. If payout cannot be completed, we will use reasonable efforts to contact the Creator and resolve account deficiencies. Amounts are held and, when required, reported and remitted under the unclaimed-property law that applies, which may depend on the owner’s address and other legal priority rules. Account closure does not forfeit a balance.

8. Delivery, revisions, and completion

8.1 Delivery. For Platform administration, delivery occurs when the Creator uploads complete, accessible Deliverables to the Booking and the Client receives a delivery notice. Empty, corrupt, or inaccessible uploads do not constitute delivery. If the Platform is unavailable, the parties may use an agreed secure alternative and notify Stelli with proof of delivery. Other lawful delivery agreements are not automatically unenforceable; Stelli may need evidence before administering a payout or dispute.

8.2 Unedited previews within 3 business days. Unless the Booking Contract expressly provides otherwise, the Creator uploads viewable unedited previews of the usable captured set within 3 business days after the Shoot. These previews do not include RAW, project, or source-footage files excluded by Section 5.4 unless expressly included. The Booking Contract must specify any exceptions for an Event Film or other Format and whether previews form part of the Deliverables assigned under Section 10.

8.3 Edited delivery deadline. Unless the Booking Contract expressly states another deadline before confirmation, the Creator must upload the edited Deliverables within 7 calendar days after the Shoot.

8.4 One included revision round. The Client may submit one set of reasonable, specific editing requests consistent with the agreed brief through the Platform within 7 calendar days after delivery. The Creator will complete that round within 7 calendar days after receipt unless another timeline is agreed in the Booking Contract. Correcting missing, corrupt, or materially nonconforming Deliverables does not consume the included round or require an extra fee. Additional discretionary rounds or work outside the agreed scope require a separately authorized add-on.

8.5 Completion and payout. Upload and notice of complete, accessible edited Deliverables triggers the payout instruction under Section 7.4; an upload alone is not a finding that every contractual duty has been performed. The Client should report visible issues within 7 calendar days. If no issue is reported, Stelli may mark the Booking administratively complete. Administrative completion does not waive timely statutory claims, latent defects, the included revision round, or remedies for material nonperformance. A later valid refund may be recovered under Section 7.9.

8.6 Late delivery. If a Creator misses a delivery deadline without the Client’s agreement, the Client may open a report under Section 18.1, and we may hold the funds until it’s resolved.

8.7 Download and retain files. Deliverables normally remain accessible for at least 90 days after delivery, subject to valid deletion requests, law, and necessary security restrictions described in the Privacy Policy. After that period, Stelli may remove them. Download your own copies. Stelli is not a permanent archive; this does not excuse failure to provide the promised access or limit liability that cannot lawfully be excluded.

9. Cancellations, rescheduling, no-shows, and refunds

Timing is measured against the scheduled start time in the Booking Contract in the America/New_York time zone. Cancellation is effective when submitted through the Platform, or when received at getstelli@gmail.com if the Platform is unavailable. Rescheduling requires both parties’ agreement recorded through the Platform and does not itself trigger a cancellation fee. The table below governs voluntary Client cancellations; Sections 9.2–9.6, applicable law, and remedies for nonperformance take precedence where they apply.

9.1 If a Client cancels

Cancellation allocations. In the table, the Creator’s service price includes confirmed add-ons but excludes taxes, tips, and the Client service fee. The Creator column states the gross allocation before the 14% Creator platform fee; the net payout is 86% of that allocation. The Client service fee is refunded in the same percentage as the service price. Taxes are adjusted as law requires; unused tips are refunded. A Client no-show occurs only when the Client or required subject has not appeared within 30 minutes after the agreed start, has not communicated a reasonable explanation, and the Creator is present, ready to perform, and has attempted contact. A shorter booked session requires a no-show threshold expressly disclosed in the Booking Contract. Cancellation charges compensate reserved time and anticipated loss rather than punish cancellation, subject to applicable law.

9.2 If a Creator cancels or does not show

(a) Creator cancellation. Cancel through the Platform as soon as possible. If the Creator cancels or fails to attend without an agreed alternative, the Client receives a full refund of the Booking charge, including the service fee, unused tips, and tax adjustments required by law. Stelli will try to find another Creator but cannot guarantee availability. A replacement Booking requires the Client’s approval of its terms and any price difference; we will not impose a higher price without consent.

(b) Creator no-show review. A Creator no-show may result in temporary removal from search while the founders review the facts and give the Creator a reasonable opportunity to respond, subject to urgent safety or legal needs. Repeated unjustified cancellations or a substantiated no-show may lead to removal under Sections 13 and 21; earned amounts on unrelated Bookings remain payable.

9.3 After delivery

(a) After delivery. Subjective dissatisfaction with a style accurately disclosed in the Creator’s portfolio is not, by itself, grounds for a refund where the Deliverables materially satisfy the Booking Contract. This does not limit remedies for misleading descriptions, missing or defective files, material nonperformance, or nonwaivable rights.

(b) Nonperformance and defects. If files are corrupt or missing, Deliverables materially fail to match the Booking Contract, or the Shoot did not occur, Stelli will review under Section 18.1 and apply an appropriate remedy, including correction, an agreed reshoot, or a partial or full refund. A Client need not accept a reshoot when it cannot reasonably replace the missed event. This process does not limit either party’s legal rights or Stelli’s express refund obligations.

9.4 Things nobody controls

Events outside reasonable control. A party affected by severe weather, a transit shutdown, venue closure, illness preventing performance, a public emergency, or a similar event must notify the other party and Stelli promptly and take reasonable steps to reduce disruption. The parties may agree to reschedule without a cancellation charge. If no new date is agreed within 30 calendar days, or the Shoot is tied to an event that cannot reasonably be rescheduled, the Client receives a full refund, including the service fee and any required tax adjustment and unused tips. Neither party owes a cancellation charge solely because of the excused event; accrued obligations and liability for a separate breach remain unaffected.

9.5 Running late and running over

Late arrival and additional time. If the Client arrives late, the agreed end time remains in effect unless the Creator agrees otherwise. If the Creator arrives late, the Creator must offer to make up the missing time where practicable without additional charge; if that is not feasible, the Client may seek a proportionate price adjustment or another appropriate remedy under Section 18.1. Extra time requested by the Client is an add-on requiring express agreement and payment authorization under Sections 5.5 and 7.6.

9.6 Ending a Shoot early

Ending a Shoot for safety or misconduct. Either party may stop a Shoot where there is a reasonable safety concern, unlawful conduct, harassment, or material misconduct by the other party. No one must continue an unsafe Shoot to preserve a claim. Notify Stelli promptly. We will review evidence under Section 18.1 and determine the appropriate payment or refund under the agreed terms and applicable law, considering completed work, the cause of the interruption, and reasonable documented losses.

10. Who owns the photos and footage

10.1 Ownership before assignment. Subject to third-party rights, the Creator initially owns copyright in original work created for the Shoot. The Client’s payment obligation is satisfied as described in Section 7.2; assignment does not depend on Stelli’s onward payout to the Creator. Ownership transfers for the delivered files under Section 10.2.

10.2 Assignment of delivered work. Upon successful collection of the agreed Client payment and delivery of the relevant files, the Creator hereby assigns to the Client all of the Creator’s right, title, and interest, including copyright, in those files, whether edited or unedited, throughout the world for the duration of the rights, subject to nonwaivable statutory termination rights and the exclusions below. The Client may reproduce, modify, distribute, publish, and license them for personal or commercial use without an additional Creator fee or credit requirement, subject to third-party licenses, releases, and applicable law. Each Booking Contract must contain this assignment and be affirmatively electronically signed by the Creator as contemplated by Section 4.4 and 17 U.S.C. § 204(a). The Creator must obtain adequate written rights from assistants and other contributors to make this transfer and, at the Client’s reasonable expense, sign documents reasonably needed to confirm it.

10.3 Fallback license. To the extent the assignment is ineffective but a license can lawfully be granted, the Creator grants the Client an exclusive, worldwide, royalty-free, fully paid, sublicensable, transferable license to exercise the rights described in Section 10.2 for their lawful duration, subject to nonwaivable termination rights and Section 10.5. The Creator waives or agrees not to assert moral rights only to the extent legally permitted. The Booking Contract must record and be signed for this license as required by law.

10.4 Refunds and copyright adjustments. An initiated or disputed chargeback does not by itself terminate the Client’s rights. If the Client ultimately receives a full refund of the Creator’s service price for delivered files and retains no payment obligation for them, the Client and Creator must document any return of copyright in a signed writing. Pending that resolution, the Client must stop new publication or commercial exploitation of those files, subject to applicable law and any agreed settlement. Existing third-party licenses and rights are not automatically revoked. A partial refund does not change copyright ownership unless the parties expressly agree in writing. Stelli cannot unilaterally reassign either party’s copyright.

10.5 Retained and third-party materials. The Creator retains undelivered frames and footage and pre-existing or general-purpose materials, including presets, LUTs, templates, workflows, equipment, and know-how. To the extent Creator-owned retained material is embedded in a Deliverable and necessary to use it, the Creator grants a nonexclusive, worldwide, royalty-free license for that use, including permitted modification and distribution. Third-party music, fonts, stock content, software, and other materials remain subject to their own rights. The Creator must identify them and any use restrictions before Booking acceptance, or obtain the Client’s written approval before adding them, and secure permissions sufficient for the agreed use.

10.6 Creator display permission. A Creator may display delivered files in a Stelli profile, portfolio, or social media only with the Client’s separately recorded approval and any legally required permission from depicted people and other rights holders. Approval grants only the limited nonexclusive display permission selected by the Client and is not required for booking. It may be withdrawn through the Platform or getstelli@gmail.com. The Creator must stop new use on notice and remove affected material from channels it controls within 14 calendar days, or sooner where law requires. Withdrawal does not require recall of printed material already lawfully distributed or copies outside the Creator’s control and does not make earlier permitted use retroactively unlawful.

10.7 Permissions and releases. The Client obtains agreed location access, permits, and legally required subject permissions for the planned Shoot and intended uses disclosed in the brief. A minor’s participation requires written parental or guardian permission and responsible adult supervision. The Creator must also obtain rights for its contributors and third-party materials and must obtain any additional permissions needed for its own promotional use. Ownership of copyright does not itself supply privacy, publicity, trademark, music, or property permissions. Each party, including Stelli for its own processing or marketing, remains responsible for legal obligations that cannot be delegated. A party may decline or end a Shoot where required permissions or safe supervision are missing.

10.8 No AI use of User imagery. Stelli does not use Client photos or footage or Deliverables for AI editing, tagging, face detection, facial recognition, machine learning, or model training, and does not authorize providers to train models on them. Creators must not submit Booking imagery to AI tools for these purposes; ordinary non-AI editing, file conversion, and compression are permitted. Stelli’s internal administrative AI tools must not receive User imagery, and any other personal-data processing remains subject to the Privacy Policy.

11. Your content and the license you give Stelli

11.1 Content ownership. Users retain rights in their profile, portfolio, review, and other submitted content to the extent they own those rights. Content containing third-party work remains subject to those parties’ rights. No ownership is transferred to Stelli. Booking-file ownership as between Client and Creator is governed by Section 10.

11.2 Limited Platform license. To the extent you have authority to do so, you grant Stelli a nonexclusive, royalty-free, worldwide license to host, store, reproduce, display, resize, and reformat submitted content solely to operate and secure the Platform and provide the requested services, including profiles, search, booking pages, messages, and service emails. Stelli may sublicense only to providers as necessary for those functions and subject to appropriate restrictions. After copyright transfers under Section 10, the Client grants the limited license needed to continue delivery and permitted recordkeeping. The license ends when content is deleted, except for restricted backups and records retained as permitted by the Privacy Policy and law. It does not authorize marketing, AI training, or continued public display after permission is withdrawn.

11.3 Optional Stelli marketing. We will not use portfolio work or Booking imagery in Stelli marketing, social media, or advertising without separately recorded permission from the relevant rights holder. Booking imagery also requires both Client and Creator approval and any legally required subject or parental/guardian permissions. Approval is optional. Withdraw it at getstelli@gmail.com; we will stop new use and remove material from controlled channels within 14 calendar days or sooner where law requires. We cannot retrieve previously lawfully distributed print material or third-party copies outside our control.

11.4 You’re responsible for what you upload. You confirm that you own or have the right to post your content, that you have every release and permission you need from people who appear in it and from the owners of any location, and that it doesn’t infringe anyone’s rights or break any law.

11.5 Reviews and feedback. You retain ownership of reviews and may give an honest opinion about a real experience. These Terms do not prohibit or penalize lawful reviews or require transfer of review ownership. If you voluntarily send nonconfidential suggestions for improving Stelli, you grant a nonexclusive, royalty-free license to use them for that purpose without compensation; this does not license Booking imagery, confidential information, or personal information beyond the Privacy Policy.

11.6 AI. Stelli does not use your content to train AI systems and does not run AI editing or facial recognition on Client photos or footage. See Section 10.8.

12. Rules of the road

Users must follow the rules below. Enforcement is governed by Section 13, including reasonable notice and review where appropriate; it does not permit confiscation of earned compensation or retaliation for exercising legal rights.

12.1 No circumvention of Stelli fees. Users may not intentionally divert a Booking introduced through Stelli to avoid agreed Platform fees. For 12 months after the first confirmed Booking between a Client and Creator introduced through Stelli, additional paid Shoots between them must be booked through the Platform. This restriction does not apply to a documented pre-existing relationship, independently established contact before Stelli’s introduction, or conduct protected by law. It does not prohibit necessary direct communication for a Booking. After notice and a reasonable opportunity to respond, Stelli may enforce this restriction proportionately and recover provable, unpaid fees actually due under an enforceable agreement, subject to applicable law and no double recovery.

12.2 Treat people well. No harassment, discrimination, threats, intimidation, or unwanted physical contact, on Shoots or in messages. A Creator may end a Shoot where they reasonably feel unsafe; a Client may end one where the Creator behaves inappropriately. Report it through the Platform, and see Section 9.6.

12.3 Be accurate. Portfolios show your own work. Briefs describe the real Shoot. Reviews are honest and about a real Booking. Don’t misrepresent your identity, experience, licences, or insurance.

12.4 Nothing unlawful. No Shoots involving illegal activity, trespassing, or unsafe access to a location. No content that is sexually explicit or exploitative. No content involving anyone under 18 without the written consent of a parent or legal guardian, who must also be present (Section 10.7).

12.5 Respect other people’s rights. Don’t upload content you don’t have the rights to, and don’t infringe anyone’s copyright, trademark, privacy, or publicity rights.

12.6 Protect the Platform. Do not harvest private or personal data; use unauthorized bots; bypass access controls, rate limits, or agreed fees; introduce malware; send spam; or use Platform content, imagery, or messages to train AI models without lawful rights and any required permissions. Do not reverse engineer or decompile software except where applicable law permits. Do not access restricted systems or test security without written authorization. Lawful reporting of a vulnerability or protected activity is not prohibited. Users may compete lawfully with Stelli, but may not misuse confidential information, personal data, or protected intellectual property to do so.

12.7 Report problems through the Platform. Every Booking has a report option for both sides. We review every report.

12.8 What Creators commit to. If you accept a Booking, you confirm that you have the skill, equipment, and legal right to do the work; that you’ll turn up on time, do the Shoot in a professional manner, and deliver on the timeline in the Booking Contract; that you hold any license or registration your work requires; that you have the rights to everything in your portfolio; and that you’ll comply with the law and the rules of the location. If something goes wrong and you can’t make a Shoot, tell the Client and us through the Platform as early as you can.

12.9 What Clients commit to. If you make a Booking, you confirm that you have the right to use the location and lawful access to it at the booked time; that you’ve obtained every release and permission described in Section 10.7; that the brief describes the real Shoot; that the environment will be reasonably safe for the Creator and their equipment; and that you’ll comply with the law.

13. Ratings, reviews, moderation, and enforcement

13.1 Ratings. After each Booking, both sides can rate and review each other.

13.2 Three negative ratings triggers a founder review. A negative rating means two stars or fewer out of five. Any Client or Creator who receives three negative ratings is referred to our founders, who will review the account and may remove it from the Platform. That referral is automatic; the decision that follows is always made by a person.

13.3 Review moderation. We may remove abusive, fraudulent, unlawful, irrelevant, or rights-infringing content under consistently applied rules. We do not alter a review’s meaning, remove it merely because it is negative, condition any benefit on a positive review, or threaten a User for a lawful review. Any incentive for an honest review must be clearly disclosed and cannot depend on sentiment.

13.4 Monitoring and reports. We may review content and messages for the purposes and under the access restrictions in the Privacy Policy. We do not promise to review all content before publication, but will address reports and legal duties as required by law. Failure to act in one instance does not waive the right to act later.

13.5 Enforcement. We may issue a warning, remove content, restrict visibility, cancel a Booking, suspend access, or close an account for a substantiated violation or reasonable safety, fraud, or legal concern. We will explain the basis and give a reasonable opportunity to respond where lawful and practicable; urgent protective action may precede notice. Payout holds are governed exclusively by Section 7.4, not punitive forfeiture. An affected User may seek human reconsideration at getstelli@gmail.com. Remedies must be proportionate and do not limit nonwaivable rights.

13.6 Collective removal. We may discontinue a Creator’s membership for legitimate business, curation, safety, or compliance reasons, subject to law and the process in Section 13.5. Removal does not cancel earned compensation or automatically terminate confirmed Bookings; Section 21.3 governs those Bookings.

14. Creators are independent professionals

Creators are intended to operate independent businesses. The rights and obligations below describe that intended relationship; worker status and legal protections depend on the actual facts and applicable law.

14.1 Independent business operations. Subject to the Booking Contract and law, Creators choose whether to accept Bookings, their availability, prices, methods, and equipment. Stelli does not require exclusivity or prohibit work for competitors. A Creator may use qualified assistants or second shooters if consistent with the agreed services and any necessary Client approval, remains responsible for their work and lawful compensation, and must obtain rights needed under Section 10. Nothing here conclusively determines employee, contractor, agency, or joint-employer status.

14.2 Taxes and reporting. Creators are responsible for their own taxes to the extent imposed on them by law. Stelli and Stripe will carry out any reporting or withholding duties that apply to their roles. Tax forms may be issued by Stelli or Stripe as required; responsibility depends on the payment structure and law. Creators must provide required tax information directly through the approved onboarding process.

14.3 Permits and licenses. Creators obtain professional or business permissions required for their services and coordinate with the Client on venue and location permissions allocated under the Booking Contract and Section 10.7. Neither party may proceed with unlawful access or filming.

14.4 Insurance and injuries. Stelli does not ordinarily provide insurance coverage for Creators or their equipment. Each party remains responsible for its own conduct and any insurance or statutory coverage it is legally required to maintain. Nothing here releases Stelli or a User from liability for its own wrongful conduct or waives coverage or benefits required by law.

14.5 We strongly recommend liability insurance. Event and venue shoots carry real risk. We recommend every Creator carry general liability insurance, and we may make it a requirement for certain Formats in future with notice to you under Section 22.

14.6 Benefits. Creators operating as independent businesses do not receive voluntary employee benefits from Stelli. This provision does not require anyone to waive employee status, wages, benefits, or protections that applicable law provides.

14.7 Freelancer and worker rights. Nothing in these Terms waives rights under applicable freelancer or employment law, including the New York State and New York City Freelance Isn’t Free Acts where applicable. Rights may include a written contract, timely payment, freedom from retaliation, and the ability to pursue statutory remedies or complain to the New York Attorney General or NYC Department of Consumer and Worker Protection. Contract and payment duties depend on each party’s actual legal role.

15. What Stelli does not promise

15.1 Platform availability. Except for express commitments in these Terms and rights that law does not allow us to disclaim, the Platform is provided “as is” and “as available.” We cannot guarantee continuous, uninterrupted, or error-free operation. We remain responsible for the safeguards, payment, access, and other obligations we expressly undertake.

15.2 Limits of curation. Portfolio review does not guarantee a Creator’s future results, conduct, availability, licensing, insurance, or income. Any specific representation by Stelli about a completed verification remains subject to applicable law. Clients should review listings and agreed Deliverables before booking.

15.3 User content and conduct. Users supply their profiles, portfolios, briefs, reviews, and messages and are responsible for their conduct. Stelli does not endorse every submission or guarantee another User’s performance. Any exclusion of Stelli’s liability is subject to Section 16 and does not excuse Stelli’s own conduct or duties that cannot be excluded.

15.4 No other warranties. To the fullest extent the law allows, Stelli disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

15.5 Mandatory rights. Disclaimers apply only to the extent permitted by the law governing your claim. Nothing excludes a warranty or consumer, privacy, freelancer, employment, or other right that cannot lawfully be waived.

16. Limits on Stelli liability

16.1 Liability cap. Subject to Section 16.5 and to the extent permitted by law, Stelli’s aggregate liability for claims relating to a particular Booking is limited to the greater of the total amount the Client paid for that Booking or $100. For claims not relating to a particular Booking, the cap is $100. Related claims arising from the same facts share the applicable cap; this does not permit a double recovery.

16.2 Excluded damages. Subject to Section 16.5 and to the extent permitted by law, Stelli is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages. Lost profits, business, income, reputation, or data are excluded only to the extent they are such damages; recoverable direct losses and mandatory statutory remedies are not excluded merely by their label.

16.3 External events. Stelli is not liable for a failure caused solely by an event beyond its reasonable control if it took reasonable steps to mitigate the effects. This does not excuse Stelli’s own breach, legally required security or vendor oversight, payment of amounts due, required refunds, or the obligations in Section 23.6.

16.4 This applies to everything. These limits apply whether a claim is based on contract, tort, negligence, strict liability, statute, or anything else, and they apply to Stelli’s founders, officers, employees, contractors, and service providers as well as to Stelli.

16.5 Exceptions. The cap and damage exclusions do not limit liability for fraud, willful misconduct, gross negligence, personal injury or death caused by Stelli’s negligence, or any liability or remedy that law does not permit us to limit. They do not reduce Stelli’s obligation to pay collected amounts properly due to a Creator or provide refunds expressly owed under these Terms. Indemnity under Section 17 is governed by that section and does not require a User to indemnify a Stelli Party for its own fault.

16.6 Basis of the bargain. These limits are a fundamental part of the deal between you and Stelli and apply even if a limited remedy fails of its essential purpose.

17. You cover us for your own conduct

17.1 Third-party claims. To the extent permitted by law, you will indemnify Stelli and its founders, officers, employees, contractors, and providers (the “Stelli Parties”) for reasonable losses, liabilities, and costs, including reasonable attorneys’ fees, from a third-party claim to the extent caused by your breach, unlawful conduct, negligence, or infringement as described in letters (a) through (f) below. This does not cover a Stelli Party’s own negligence, breach, misconduct, or violation of law; amounts are allocated according to responsibility. It does not penalize lawful reviews, complaints, chargebacks, or exercise of protected rights.

(a) content you upload, including portfolio work you didn’t have the right to use;

(b) your breach of these Terms or of a Booking Contract;

(c) your conduct at a Shoot or toward another User;

(d) for Creators, wrongful conduct in providing services that causes injury, property damage, or infringement;

(e) for Clients, the location, the brief, and the permissions and releases you were responsible for under Section 10.7; and

(f) your violation of any law or of anyone else’s rights.

17.2 Claim procedure. We must give prompt written notice and reasonable cooperation; late notice reduces obligations only to the extent it materially prejudices the defense. You may control the defense with qualified counsel reasonably acceptable to us, subject to any insurer’s rights. We may participate at our own expense. A settlement requires our reasonable consent if it admits our fault, imposes a nonmonetary obligation, or does not fully release the affected Stelli Parties. If you fail to assume a covered defense after reasonable notice, we may defend and seek reasonable, documented costs to the extent this section applies.

17.3 Survival. This section survives the end of your account.

18. Resolving disputes

18.1 Disputes between Clients and Creators

Client–Creator disputes. Start with the Booking Contract and Sections 8 and 9. Report unresolved issues promptly through the Platform or getstelli@gmail.com, preferably within 30 calendar days after discovery. A report deadline does not shorten statutory rights or prevent a claim for a latent defect. Stelli gives both parties a reasonable opportunity to submit evidence and reviews the contract, relevant messages, and files under the Privacy Policy’s access limits. We aim to provide a reasoned decision within 10 business days or an update explaining a delay. Payout holds are governed by Section 7.4. A party may request reconsideration within 14 calendar days after the decision. Our administrative decision determines Platform remedies only; it is not an arbitration award or a waiver of either party’s legal rights or any claim concerning Stelli’s own obligations.

18.2 Disputes with Stelli; talk to us first

Informal disputes with Stelli. Before initiating arbitration, either party should send a written Notice of Dispute identifying the claimant, account email if any, relevant facts, and requested relief. Send notices to getstelli@gmail.com or the mailing address in Section 24; Stelli sends its notice to your current contact address. A claimant or authorized counsel or representative may sign and submit a notice. The parties will attempt resolution for 30 calendar days after receipt. Applicable limitation periods are tolled during that period. This process does not prevent urgent relief, small-claims filing, a regulator complaint, or a filing necessary to preserve a claim; a nonprejudicial technical defect does not forfeit a claim.

18.3 Agreement to arbitrate

Individual arbitration. Except for Section 18.4 and a valid opt-out under Section 18.8, you and Stelli agree to binding individual arbitration of disputes arising from these Terms or the Platform. This does not govern disputes solely between a Client and Creator. The Federal Arbitration Act governs where applicable. AAA administers the case before one arbitrator under the rules it determines applicable, including its Consumer Arbitration Rules and Consumer Due Process Protocol for consumer disputes, available at https://www.adr.org/rules-forms-and-fees/consumer/. Business or Creator disputes use the appropriate AAA rules, subject to mandatory law. A consumer may choose a remote hearing or a reasonably convenient in-person location permitted by AAA rules. Other hearings are in New York County unless the parties or AAA agree otherwise. The arbitrator may award relief available under applicable law and must provide a reasoned written award. Judgment may be entered in a court with jurisdiction. Courts decide formation of this arbitration agreement and enforceability of the class waiver; other arbitrability questions are determined under the applicable rules and law. If AAA declines administration because Stelli fails to satisfy its requirements or pay required fees and the issue is not promptly cured, either party may proceed in court rather than lose the claim. By agreeing to arbitration, both parties waive a jury trial for arbitrable claims.

18.4 What arbitration does not cover

(a) Either of us may bring a qualifying claim in small claims court.

(b) Either party may seek temporary injunctive relief in court to preserve rights pending arbitration where permitted by law; doing so does not waive arbitration of the underlying dispute.

(c) Nothing here restricts court or administrative remedies under applicable freelancer or employment laws, including the New York State and New York City Freelance Isn’t Free Acts, or any dispute that law makes nonarbitrable.

(d) Either party may report concerns to or seek help from a government agency. Nothing requires waiver of public injunctive relief or another remedy that applicable law does not allow a private agreement to waive.

18.5 Individual claims only

Individual proceedings. To the extent permitted by law, arbitrable claims are resolved individually, not through class or representative arbitration. Coordinated administration under Section 18.6 does not decide other claimants’ rights or authorize class arbitration. A court decides whether this waiver is enforceable for a particular claim or remedy; if it is not, that claim or remedy may proceed in court while other severable arbitrable claims remain in arbitration, subject to law. If you opt out under Section 18.8, this arbitration-related waiver does not independently bar a lawful court proceeding.

18.6 Coordinated claims

Coordinated demands. Similar individual demands may be administered under AAA’s applicable Mass Arbitration Supplementary Rules and fee schedule, subject to mandatory law. Coordination does not consolidate the merits or permit one person’s result to bind another without that person’s valid agreement. These Terms do not impose a mandatory queue or additional filing restriction beyond applicable provider rules.

18.7 Fees

Arbitration costs. Stelli pays the fees and arbitrator compensation allocated to a business by the applicable AAA rules, fee schedule, Consumer Due Process Protocol, and law. A consumer pays no more than the amount those rules and law permit. For a consumer claim under $10,000, Stelli will also pay the consumer filing fee on request; a finding of frivolousness does not shift costs unless rules and law allow it. Other cases follow the applicable rules and law. Each party pays its own attorneys unless a statute, agreement enforceable under law, or award provides otherwise. Statutory fee-shifting rights remain intact.

18.8 Opting out of arbitration

Arbitration opt-out. Opt out by emailing getstelli@gmail.com with “Arbitration Opt-Out,” your name, and account email if any, within 30 calendar days after first affirmatively accepting these Terms. No special form or explanation is required. Opt-out applies to the arbitration agreement and its related class waiver, does not affect other provisions, and does not result in retaliation. We will acknowledge receipt. A later material expansion of arbitration requires affirmative acceptance and provides a new 30-day opt-out for that expansion; it does not revive an earlier agreement you validly opted out of.

18.9 Governing law and venue

Governing law and venue. New York law governs these Terms, subject to applicable federal law, mandatory protections of another jurisdiction, and the Federal Arbitration Act for Section 18 where applicable. Subject to small-claims options and mandatory venue rights, proceedings properly brought in court are in the state or federal courts with jurisdiction in New York County. This provision does not create subject-matter jurisdiction or override a forum required or protected by law.

18.10 Time limit

Claim deadlines. Claims must be brought within the limitation period provided by applicable law. The informal-resolution period in Section 18.2 tolls that period to the extent permitted by law. Nothing requires a User to abandon a claim because of a contractual one-year cutoff.

18.11 Severability and survival

Severability and survival. If part of Section 18 is unenforceable, the remainder applies to the extent legally permitted and consistent with Section 18.5. No severance authorizes class arbitration without both parties’ post-dispute agreement. This section survives account closure for disputes governed by an enforceable agreement and subject to a valid opt-out.

19. Copyright complaints (DMCA)

Copyright notices. If you believe content on Stelli infringes copyright, send a notice to our designated agent:

Calvin Monfried, Designated Copyright Agent

Stelli

1 Hardy Rd, Bedford, NH 03110

(603) 714-4688

getstelli@gmail.com

This information must match our current Copyright Office designated-agent registration.

Your notice must include: (1) your physical or electronic signature; (2) identification of the copyrighted work; (3) identification of the material you say is infringing and where it is on the Platform; (4) your contact information; (5) a statement that you believe in good faith the use isn’t authorized by the owner, its agent, or the law; and (6) a statement, under penalty of perjury, that the notice is accurate and that you’re the owner or authorized to act for the owner.

Counter-notices. If your material was removed or disabled because of a copyright notice and you believe this was a mistake or misidentification, submit a counter-notice to the designated agent with: your physical or electronic signature; identification of the material and its prior location; a statement under penalty of perjury of your good-faith belief that removal resulted from mistake or misidentification; your name, address, and telephone number; consent to the jurisdiction of the federal district court for the district where your address is located, or, if outside the United States, any judicial district where Stelli may be found; and a statement that you will accept service of process from the original complainant or its agent. We will promptly forward a valid counter-notice to the complainant and explain the restoration process. Removed material will be restored in accordance with 17 U.S.C. § 512(g), not less than 10 nor more than 14 business days after receipt of the counter-notice, unless our agent receives notice that the complainant has filed an action seeking a court order restraining the claimed infringement. Other independent, lawful grounds for restricting content remain subject to these Terms.

Copyright enforcement. We respond expeditiously to valid notices, notify affected Users as appropriate, and reasonably implement a policy to terminate repeat infringers in appropriate circumstances. We accommodate and do not interfere with standard technical measures as defined by 17 U.S.C. § 512(i). Knowingly materially misrepresenting infringement or mistaken removal may create liability under § 512(f).

20. Communications and notices

20.1 Service notices. We send Booking, delivery, receipt, account, security, dispute, and policy notices to the current email address on your account, unless law requires another method. Necessary service notices are distinct from optional marketing. Ordinary electronic notices are deemed received when successfully delivered to the designated address, except where law requires actual receipt or another rule and unless we learn delivery failed. Keep your contact details current. We may send necessary legal or transaction notices after closure where needed.

20.2 Marketing is opt-in. We’ll only send marketing email if you’ve opted in, and every marketing email has an unsubscribe link.

20.3 Optional texts. If implemented, booking-related texts require a separate, recorded opt-in identifying Stelli and the scope of messages. Consent is not a condition of purchasing services. Message frequency varies; message and data rates may apply. Reply STOP to withdraw consent or HELP for assistance, or contact getstelli@gmail.com. We honor revocation by any legally recognized means within the applicable deadline. Text opt-out does not stop required service email notices. Marketing texts require any additional consent applicable law requires.

20.4 Notices to us. Send legal notices to Calvin Monfried d/b/a Stelli, 1 Hardy Rd, Bedford, NH 03110, and copy getstelli@gmail.com.

21. Suspension and ending your account

21.1 Closing your account. Request closure at getstelli@gmail.com. We will close access after reasonable verification and address active Bookings, earned balances, and refunds under Section 21.3. Personal information is deleted or retained as described in the Privacy Policy and applicable law; account closure is not forfeiture of funds or rights.

21.2 Stelli restrictions or closure. We may restrict or close an account for a substantiated breach or reasonable fraud, safety, or legal concern, following Section 13 where lawful and practicable. Urgent protective action may occur without prior notice. We give the reason and an opportunity to seek human reconsideration unless law or a legitimate security concern prevents disclosure. Restrictions do not authorize confiscation of earned amounts or retaliation for protected conduct.

21.3 Active Bookings and balances. After closure, an active Booking may proceed only if both parties agree and continued performance is lawful and safe, with a reasonable secure means of delivery and record access. Otherwise Stelli administers cancellation under Section 9, taking account of which party caused it and any required refund. Unrelated account closure is not automatically a Client cancellation. Stelli pays undisputed Creator amounts when due and provides owed refunds; only the limited holds in Section 7.4 apply.

21.4 Content and retained records. Public profiles and listings are removed and ordinary account access ends. Copies already lawfully downloaded by others cannot be recalled by account closure. Required records and restricted backups are handled under the Privacy Policy. Closure does not authorize continued public use after display permission is withdrawn or eliminate a Client’s acquired copyright rights. Retained Booking Contracts may be requested as described in Section 4.3.

21.5 Survival. Accrued payment and refund duties, acquired copyright rights and applicable licenses, confidentiality and retained-record obligations, Sections 15–18 subject to their limits and any valid opt-out, and the provisions needed to resolve existing claims survive closure to the extent lawful. Other provisions survive only as necessary to give effect to rights and duties already accrued, not to authorize new processing inconsistent with the Privacy Policy.

22. When these Terms change

22.1 You’ll get notice. We’ll post the updated Terms on the Platform with a new “Last updated” date and notify registered Users by email or in-app notice.

22.2 Material-change notice. Material changes ordinarily take effect at least 14 calendar days after notice. A change required by law or necessary to address an urgent security issue may take effect sooner only to the extent needed, with notice as soon as legally permitted and practicable. Optional new features may use separately accepted terms. Privacy changes follow the Privacy Policy’s notice and consent provisions.

22.3 Acceptance of material changes. Before a User enters a new Booking or continues account use governed by materially revised Terms, we will present the changes and request affirmative acceptance, retaining the accepted version. Necessary access to existing contracts, files, balances, or dispute processes will not be conditioned on accepting unrelated new obligations.

22.4 Bookings stay under the Terms they were made under. A Booking confirmed before a change stays governed by the version in force when it was confirmed, until it’s complete.

22.5 If you decline. You may stop new use and close your account under Section 21.1. Continued use alone does not substitute for the affirmative acceptance required by Section 22.3. Changes do not apply retroactively to accrued rights, confirmed Bookings, or a dispute arising before acceptance of the revised version. Material arbitration changes follow Section 18.8, including its opt-out protections.

23. The fine print

23.1 Entire agreement and priority. These Terms and any separately accepted Platform terms govern the User–Stelli relationship. Each Booking Contract governs the named Client–Creator relationship and incorporates the applicable provisions described in Section 4.2; it does not make Stelli a party to the service contract. The Privacy Policy governs personal-information handling and controls on that subject. A Booking Contract controls the agreed Shoot specifics; these Terms control Platform obligations and default rules. These documents do not exclude nonwaivable rights, remedies for fraud or misleading statements, or a separate signed agreement that expressly governs a subject.

23.2 Severability. If any part of these Terms is found unenforceable, it’s modified to the minimum extent needed to make it enforceable, or removed, and the rest still applies.

23.3 No waiver. If we don’t enforce something once, we can still enforce it later.

23.4 Assignment. A User may not transfer an account or delegate Booking performance without required approval, except where law permits. This does not prohibit the Client’s transfer or licensing of copyright under Section 10 or a legally protected claim transfer. Stelli may assign these Terms to an affiliate or business successor with notice of any material change; the successor must assume Stelli’s outstanding obligations. Assignment does not eliminate accrued User rights or override Privacy Policy safeguards.

23.5 Third-party rights. Except for the Client and Creator’s rights under their Booking Contract, the limited enforcement rights of the Stelli Parties under Sections 16 and 17, and rights arising under applicable law, these Terms do not create third-party beneficiary rights.

23.6 Force majeure. A party is excused from performance only to the extent an event beyond its reasonable control prevents it, provided the party promptly gives notice where practicable and takes reasonable mitigation steps. The excuse does not cover lack of funds, obligations accrued before the event, remittance of collected funds, or refunds due under these Terms. Sections 9.4 and 3.5 govern affected Shoots and discontinued Platform features. Duties required by law remain in effect.

23.7 Interpretation. Headings aid navigation. “Including” means “including without limitation.” These Terms are interpreted under applicable law; this clause does not override protections governing ambiguity in consumer or standard-form contracts.

23.8 Language. The English version governs to the extent permitted by law. We will provide disclosures or translations required by applicable law.

23.9 Relationship. These Terms do not create a partnership, joint venture, franchise, or employment relationship merely by their wording. Section 7.1 creates the stated limited payment collection agency. Any other agency or worker status is determined by the actual facts and applicable law, as explained in Sections 3.3 and 14.

24. Contact

Calvin Monfried d/b/a Stelli

1 Hardy Rd, Bedford, NH 03110

Email: getstelli@gmail.com

Website: https://getstelli.com