Image Contributor Agreement

PIXTORAGE IMAGE CONTRIBUTOR AGREEMENT

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND PIPER HILL IDEAS LIMITED, INCORPORATED AND REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER [●] WHOSE REGISTERED OFFICE IS AT 16 GREAT QUEEN STREET, COVENT GARDEN, LONDON WC2B 5AH (“PIPER HILL”). PIPER HILL IS THE OWNER OF THE PIXTORAGE APP AND THE PIXATORAGE.COM ONLINE MARKETPLACE.

BY CLICKING 'AUTHORISED' ON THE IMAGE UPLOAD PAGE, YOU WILL HAVE SIGNALLED YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. PIPER HILL WILL BE DEEMED TO HAVE ENTERED INTO THIS AGREEMENT ONCE YOU HAVE CLICKED ‘AUTHORISED’.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT UPLOAD AN IMAGE TO WWW.PIXTORAGE.COM.

1. DEFINITIONS

"Accepted Image" means the Image uploaded by you to the Website and accepted by Piper Hill for inclusion on the Website.

“Business Day”means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

"Image"means a photograph or other visual representation whether obtained by camera, mobile phone or any other form of photographic equipment or any other means, which is now known or which may become known in the future and shall include all metadata, keywords, descriptions and captions associated with the Image.

"Intellectual Property Rights"means all copyright, patents, database rights, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

“Licensed Rights”has the meaning given to it in clause 3.1.

“Licensee”means any person who is granted a licence to use of the Accepted Image via the Website in accordance with the terms of the Pixtorage Licensing Agreement.

“Pixtorage Licensing Agreement”means the agreement under which Piper Hill licenses the Accepted Image to Licensees.

“Price” means the licence fee in pounds sterling in relation to the Accepted Image as set by you in accordance with clause 6.1 which shall form the basis for the fee that is charged to Licensees in accordance with the Pixtorage Licensing Agreement.

"Image Batch"means one or more Image uploaded during a single uploading session, using Pixtorage's Bulk Uploader or FTP Uploader.

“Website”means www.pixtorage.com.

2. SUBMISSION, ACCEPTANCE AND PROPERTY OF IMAGES

2.1 Piper Hill may accept or reject any Image submitted to it in its sole and absolute discretion. Piper Hill reserves the right to remove the Accepted Image from the Website at any time at its sole discretion.

2.2 Subject to the terms of this agreement, all Intellectual Property Rights in the Accepted Image shall at all times be and remain your property.

2.3 Piper Hill shall use its reasonable endeavours to accord you credit on any use or reproduction of the Accepted Image in the form: “[Contributor] / pixtorage.com” or “pixtorage.com” should you wish to remain anonymous, such credit to be placed as close as possible to the Accepted Image.

2.4 Any inadvertent failure by Piper Hill to accord credit to you in accordance with clause 2.3 and any failure by any third party to accord such credit shall not constitute a breach of this agreement by Piper Hill provided that Piper Hill use reasonable endeavours to remedy any such failure of which you make Piper Hill aware, as soon as reasonably practicable and on a prospective basis only, provided that Piper Hill is not required to incur any legal costs or expenses.

2.5 You hereby waive in favour of Piper Hill and all its assignees and successors in title all moral rights in the Accepted Image (i.e. the right to be identified as its author and object to its derogatory treatment) to which you may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world.

3. GRANT OF LICENCE

3.1 In consideration of payment to you of the Price, you hereby grant to Piper Hill a non-exclusive, licence to use the Accepted Image for the full period of copyright in it including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity and all necessary consents under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable us to publish, exhibit, use and otherwise exploit the Accepted Image whether alone or incorporated in or in conjunction with other works worldwide and in all formats and media now known or hereinafter devised, including on Pixtorage's social media sites (Facebook, Twitter, Instagram etc) and, in particular, to sub-license the Accepted Image to Licensees in accordance with the terms of the Pixtorage Licensing Agreement and promote the Website (the “Licensed Rights”).

3.2 You grant to Piper Hill complete and sole discretion regarding the terms and conditions of licensing the Accepted Image to Licensees and any other third party and acknowledges that Piper Hill does not guarantee that the Accepted Image will be licensed accordingly. Notwithstanding the foregoing, Piper Hill acknowledges it has no right to assign any Intellectual Property Rights in the Accepted Image.

3.3 Piper Hill shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from:

3.3.1 a Licensee, or any other third party, breaching and/or exceeding the rights granted to them in the Accepted Image by Piper Hill; and

3.3.2 any unauthorised access to the Website which is malicious or technologically harmful which results in a breach of your Intellectual Property Rights in the Accepted Image.

3.4 Notwithstanding the terms of clause 3.3, Piper Hill shall provide you with a minimum of 50% of any sums it receives from a Licensee as a penalty fee for breaching and/or exceeding the rights granted to it in the Accepted Image pursuant to the terms of the Pixtorage Licensing Agreement.

4. YOUR UNDERTAKINGS

4.1 You hereby warrant and undertake that:

(a) you are the sole owner of the Intellectual Property Rights in the Accepted Image and have full authority to enter into this agreement;

(b) all captions, metadata, descriptions, headlines and tags in relation to the Accepted Image are accurate and truthful;

(c) the Accepted Image has not been altered from its original composition, and is not computer generated or a vector illustration;

(d) the Accepted Image is not intended to endorse a product or service or any other commercial purpose;

(e) the Accepted Image is accurate in its depiction and has not been deliberately staged to depict an artificial event or scene unless clearly stated in the Accepted Image's caption;

(f) the Accepted Image has not been produced in the course of your employment;

(g) the Accepted Image does not incorporate any material that infringes the Intellectual Property Rights of any third party, including any right of confidentiality or privacy, nor was it obtained through the harassment of any person, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not place any person in contempt of court, in breach of any provision of any statute or give rise to any other criminal or civil liability;

(h) you are not aware, having made full and reasonable enquiry, of any claim by any third party that the Accepted Image or any pre-existing material incorporating the Accepted Image or included within the Accepted Image, or the exploitation of the Accepted Image by either party, has infringed or will infringe any Intellectual Property Rights or any other rights of any third party and you agree that you shall immediately inform Piper Hill if you becomes aware of any such claim; and

(i) you have used all reasonable endeavours to secure all third-party permissions and releases (in particular, model releases) necessary to grant the Licensed Rights to Piper Hill and have made or will make in a timely manner all payments due to any such third parties necessary to enable Piper Hill to exercise the rights granted to it under this agreement. You hereby acknowledge that Piper Hill shall not be liable for any such payments.

4.2 You hereby indemnify Piper Hill and shall at all times keep Piper Hill indemnified against all actions, proceedings, costs, claims and damages whatsoever incurred by or awarded against Piper Hill and compensation agreed by Piper Hill in consequence of any breach or non-performance by you of any of the warranties and undertakings in this agreement (“Contributor Breach”).

5. PROTECTION OF INTELLECTUAL PROPERTY

5.1 Piper Hill shall immediately notify you in writing giving full particulars if any of the following matters come to its attention:

(a) any actual, suspected or threatened infringement of the Intellectual Property Rights in the Accepted Image;

(b) any claim made or threatened that the Accepted Image infringes the rights of any third party; or

(c) any other form of attack, charge or claim to which the Intellectual Property Rights in the Accepted Image may be subject.

5.2 In respect of any of the matters listed in clause 5.1, it is acknowledged that:

(a) you shall, at your absolute discretion, decide what action to take, if any

(b) you shall have exclusive control over, and conduct of, all claims and proceedings;

(c) Piper Hill shall not make any admissions other than to you and Piper Hill shall, at your cost, provide you with all assistance that you may reasonably require in the conduct of any claims or proceedings; and

(d) you shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.

6. PRICING AND PAYMENT

6.1 You must set a Price for the Accepted Image in accordance with the instructions set out on the Website and you shall be entitled to amend the Price at your discretion whenever you choose but only with prospective effect.

6.2 In full and final consideration of the upload of the Images and the grant of the rights here under Piper Hill agrees to pay you the Price in respect of each Accepted Image it licenses to a Licensee in accordance with the terms of the Pixtorage Licensing Agreement within 48 hours of Piper Hill receiving the funds from a Licensee buying a licence of the Accepted Image in accordance with the terms of the Pixtorage Licensing Agreement.

6.3 You may invoice Piper Hill for all or part of the funds credited to your registered account on the Website in accordance with clause 6.2 via the instructions set out on the Website and Piper Hill shall process such invoice within 48 hours of receipt. The funds will then be transferred to you following such processing in accordance with the method of transfer specified in your invoice.

6.4 You shall be responsible for the filing of all tax returns and the payment of all income tax and charges of a similar nature raised or charged in respect of all monies due to you pursuant to this agreement.

6.5 You expressly agree and acknowledge that any payment due under clause 6.1 is in full and final compensation for all rights granted hereunder and (without prejudice to the generality of the foregoing) you expressly acknowledge that you shall not be entitled to any further fees or compensation from Piper Hill in respect of the exploitation of the Accepted Image.

7. TERM AND TERMINATION

7.1 This agreement shall continue until terminated by either party in accordance with this clause 7.

7.2 This agreement may be terminated immediately by either party for failure of the other party to comply with any material term of the agreement, if after thirty 30 days of receipt of notice of such failure, the default is not cured.

7.3 You shall have the right to terminate this agreement immediately by either removing the Image from the Website or closing down your registered account on the Website.

7.4 Upon termination of this agreement for any reason and subject to any express provisions set out elsewhere in this agreement:

(a) all rights and licences granted pursuant to this agreement shall cease, save that:

(b) Piper Hill’s right to use the Accepted Image to promote the Website under clause 3.1 shall continue following the date of termination, albeit solely for use within existing promotional material at the date of termination; and

(c) such termination will not affect the terms of any Pixtorage Licensing Agreement and any such licence will continue in full force and effect according to its terms.

(d) any sum credited to your registered account on the Website shall be transferred to you in accordance with clause 6.4 within 28 Business Days of the date of termination; and

(e) unless already removed, the Accepted Image shall be removed from the Website within 28 Business Days of the date of termination.

8. MISCELLANEOUS

8.1 Piper Hill shall be entitled to assign or license all the rights granted to it under this agreement to any third party without notice to you. You shall not be entitled to assign or sub-license their rights under this agreement.

8.2 All notices to be served in accordance with this agreement may be served by email. The email address of Piper Hill shall be as displayed on the Website from time to time your email address shall be as set out in your registered account details on the Website, as may be amended from time to time. For the avoidance of doubt, your email address shall not be disclosed to any other party by Piper Hill, save for its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out Piper Hill's obligations under this agreement and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

8.4 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

8.5 This agreement shall be governed by and read in and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the Courts of England and Wales for the settlement of any disputes hereunder.

8.6 By accepting this agreement while uploading an Image Batch, you warrant that all clauses, definitions, indemnities and stipulations within this Agreement referring to an Image apply to each Image contained within an Image Batch.