Contributors Terms of Business
Amazestock, Inc. (“Amazestock”) operates a global marketplace for stock media. Amazestock’s customers pay a fee to license content from the Amazestock websites (collectively, “Amazestock Websites”).
The following Terms of Service (“TOS”) is a legally binding, non-exclusive agreement between you and Amazestock. Please read the TOS carefully and be sure you understand it fully. The TOS describes and controls your legal relationship with Amazestock, the rights you are granting to Amazestock in any photographs, images, vectors, moving images, animations, films, videos, audiovisual works or other media together with any associated keywords, metadata and/or titles submitted by you to Amazestock (collectively, “Content”), and the uses Amazestock may make of the Content.
- By submitting any Content to Amazestock, you grant to Amazestock a worldwide, non-exclusive right and license to reproduce, prepare derivative works incorporating, publicly display, sublicense, sell, advertise and market any Content uploaded by you and accepted by Amazestock, until this Agreement is terminated as herein provided. You also give permission to Amazestock to add, modify or remove information related to your Content in order to manage and license such Content.
- You grant Amazestock a worldwide, non-exclusive right to use your name, display name and Content in connection with Amazestock’s marketing and promotional activities without the payment of any compensation to you. Amazestock, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.
- Amazestock shall have the right, but not the obligation, to license all Content to its customers for use in accordance with license agreements entered into by Amazestock, including but not limited to Amazestock. Terms of Service License Agreements (collectively, “Licenses”)
- Ownership of Content
The copyrights in all Content remain with the copyright owner, and nothing in the TOS shall be construed as a transfer of copyright to Amazestock. However, by submitting Content to Amazestock, you expressly waive any artists’ authorship rights or any droit moral that you would otherwise have under the laws of India, Copyright Act or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Amazestock.
- You agree to provide valid and accurate model releases for all Content you contribute to Amazestock that, in Amazestock’s judgment, contains an identifiable face or identifiable human figure or other identifiable attribute including, without limitation, voice, appearance, or likeness. You also agree to provide valid and accurate property releases to Amazestock for all Content that requires such releases, which determination shall be made in Amazestock’s sole discretion. All releases shall be electronically delivered to Amazestock with the Content. Content without a release that depicts an identifiable person and/or requires a property release may be accepted for “Editorial Use Only” by Amazestock in its sole discretion.
- You agree that you are solely responsible for retaining all original releases and maintaining complete and accurate release records.
- The submission of falsified, inaccurate or otherwise defective model releases is a material breach of the TOS. Releases submitted by you shall not contain any terms inconsistent with the TOS or contain any restrictions not contained in the Amazestock releases.
- You agree that Amazestock may furnish copies of releases to customers, as necessary, in order to respond to any potential or actual legal action, to comply with applicable laws, regulations, and/or union reporting requirements, or any other reason Amazestock deems reasonable in its sole discretion.
- You agree that all Content submitted by you for “Editorial Use Only” shall faithfully depict the subject and be accompanied by accurate titles and keywords. You also understand and agree that certain “Editorial Use Only” Content may require an attestation of authority from a third party granting Contributor’s right to record such Content (a “Credential”). You will provide Amazestock evidence of such Credentials upon request.
- You agree that Amazestock may permit Content designated “Editorial Use Only” to be used in a non-Editorial manner at Amazestock’s sole discretion (e.g., Amazestock may permit a customer to use Content designated “Editorial Use Only” for commercial purposes where the customer obtains the necessary rights and clearances for such use).
- You agree to provide true and complete information relating to your Amazestock contributor account and Content, including but not limited to information relating to the date, location and equipment used in connection with creation of the Content;
- Amazestock has the right to refuse to establish an account or to close any existing account, for fraud, intellectual property infringement, violation of a third party’s rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Amazestock’s guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with Amazestock, or for convenience.
- Amazestock will terminate your account no later than ninety (90) days following its receipt of a written request from you. For the sake of clarity, before the termination of your account is made effective by Amazestock, your Content will remain available for license by Amazestock customers. Notwithstanding the foregoing, in the event that Amazestock materially modifies the TOS and does not provide you with prior notice, you may terminate your account within thirty (30) days of the effective date of such modifications.
- You may remove Content from your account at any time, provided that in any ninety (90) day period, you remove no more than (i) 100 items of Content; and (ii) 10% of your Content, whichever is greater.
- If your account is terminated for any reason, you must obtain written authorization from Amazestock prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Amazestock in each instance.
- You may not submit identical Content to more than one account without the prior written consent of Amazestock.
Please make sure that information relating to your Amazestock account and content is true and complete.
We may close your account if you are doing something wrong. You can request that we close your account at any time as well, which we will do within 90 days.
You may not hold more than one Amazestock account, or share content with another Amazestock account, without permission.
- Amazestock has the right to refuse to accept or to remove Content from the Amazestock Websites for any reason. Amazestock will remove Content if Amazestock believes that such Content may (in Amazestock’s sole discretion) subject Amazestock or any of its officers, managers, directors or employees to legal action or if the Content violates the TOS. Notwithstanding the foregoing and subject to Amazestock’s discretion, Content removed by you or opted out by you for any reason may be available for license to those customers that previously downloaded “comp” versions of the removed Content.
- Amazestock shall use reasonable efforts to cause Content removed from or opted out from Amazestock Websites to be removed from the websites of any Amazestock affiliates or partners (including co-branded websites) within ninety (90) days of the removal of the subject Content from the Amazestock Websites.
- Licenses issued by Amazestock for any Content that is later removed from the Amazestock Websites will remain in full force and effect.
- Amazestock may advertise and/or market your Content on social media platforms including Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.
- Usage Restrictions
- Unless you “opt out” (please see “Your Account”), Amazestock shall have the right to issue an “Enhanced License” with respect to your Content. Customers who purchase an Enhanced License shall have the right to make broader use of your Content. For example, there are no limitations on the number of times an Enhanced License customer can reproduce Content. Please read and familiarize yourself with the terms of the Terms of Service, Enhanced License.
- Unless you “opt out” (please see “Your Account”), Amazestock shall have the right to license your Content in accordance with a Premier License (or the equivalent). The Premier License includes so-called “Sensitive Use” rights. Sensitive Uses are those uses that depict a person in a manner that a reasonable person might consider offensive, controversial or unflattering.
- Amazestock will not license Content for use in connection with matter that is pornographic, defamatory or deceptive, or in a manner that could be considered libelous, obscene, or illegal in nature.
We will not license your content in a way that is pornographic, defamatory, deceptive, or in a way that is considered libelous, obscene, or illegal.
- Content Submission Guidelines
You agree to follow Amazestock’s Contributor Guidelines, which are deemed incorporated herein and made a part hereof by this reference. The submission of Content that does not adhere to Amazestock’s Contributor Guidelines may result in the termination of your Amazestock account.
- Forum Guidelines
You agree to follow Amazestock’s Forum Guidelines. Any activity by you on Amazestock’s forum (please see “Forum for Contributors”) which does not adhere to Amazestock’s Forum Guidelines may result in the termination of your Amazestock account. The terms of Amazestock’s Forum Guidelines are deemed incorporated into and made a part of the TOS by this reference.
Please follow Amazestock’s Forum Guidelines when participating in the Amazestock forum.
- Amazestock shall pay you a royalty for each unique download of Content for which Amazestock receives payment. The current royalty rates are set forth on the Earnings Schedule, which schedule is incorporated herein by reference. If a customer downloads the same item of Content more than once, you will be paid once only. Please note that there may be a reporting delay for customer downloads reflected in your Amazestock contributor account.
- Royalty payments and accompanying statements will be issued monthly, on or about the 15th day of each month, for the previous months downloads. Payments are automatic and do not need to be requested.
- There is a minimum payout rate per accounting period of: i) Thirty Five US Dollars (USD 35.00) for electronic payments; and ii) Five Hundred US Dollars (USD 500.00) for payment by check (the “Payout Minimums”). If during an accounting period, you haven’t reached the Payout Minimums; your compensation will be rolled over into the next accounting period. If you cancel your account prior to accrue earnings in your royalty account reaching the applicable Payout Minimum, you thereby forfeit such royalties.
- If your account is terminated for a breach of the material terms of the TOS, in addition to its other rights at law or in equity, Amazestock shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.
- You may not use the Amazestock service as a means of transferring your Content to a single customer or to a small number of customers nor may you download your own Content. Such activity constitutes a material breach of the TOS. If you engage in such activity, Amazestock may avail itself of all rights it has hereunder, including but not limited to terminating your account and/or retaining any accrued but unpaid royalties.
- Amazestock may recoup royalties paid to you in connection with refunds issued by Amazestock by deducting applicable royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions. Amazestock does not deduct the amount credited to your account for refunds and chargebacks in connection with any license, but it reserves the right to change this policy at any time. Such change shall not constitute a material modification to the TOS. Amazestock shall notify you of any such change with an announcement on your login page.
- If Amazestock makes an overpayment of royalties or other compensation to you for any reason, Amazestock shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.
- If you receive your payments through an online payment processing service (e.g., PayPal or Moneybookers) you may not share your online payment processing service account with another Amazestock contributor. Amazestock’s obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.
Please do not use your account to download your own content, or to transfer content to customers. Also, you may not share your payment processing account (e.g., PayPal, Moneybookers) with another Amazestock contributor.
We will pay you a royalty for each download of content for which Amazestock receives payment.
The current royalty rates can be found in the Earnings Schedule.
- Referral Programs
- If you refer other content contributors to Amazestock and the contributor identifies you to Amazestock as the referring party pursuant to Amazestock’s referral program, you will be paid a royalty as set forth on the Earnings Schedule. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to Amazestock will be deemed to be an overpayment of royalties to you. Amazestock reserves the right to withhold payments due to you under the Amazestock referral program for up to 90 days from the date the referred contributor establishes its Amazestock account.
- If you refer a customer to Amazestock and the customer identifies you to Amazestock as the referring party, your royalty account will be credited as specified on the Earnings Schedule. You will not receive a royalty for any renewals or subsequent purchases by the customer you referred. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to Amazestock will be deemed to be an overpayment of royalties to you. Amazestock reserves the right to withhold payments due to you under the Amazestock referral program for up to 90 days from the date the referred customer establishes its Amazestock account.
You may earn more by referring contributors and customers who identify you as a referral. Please see the Earnings Schedule for more information.
- Amazestock Trademarks
- For the purposes of the TOS, the term, “Trademark(s)” means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by Amazestock.
- Nothing contained herein grants or shall be construed to grant you any rights to use any Amazestock Trademarks.
- You agree that you will not use Amazestock’s Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or Amazestock. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of Amazestock Trademarks or the Trademark rights claimed by Amazestock.
- You agree that you will not use any Amazestock Trademarks or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, as part of a blog name or social media handle or channel, or as a metatag, keyword, or any other type of programming code or data.
- You may not at any time, adopt or use, without Amazestock’s prior written consent any word or mark which is similar to or likely to be confused with Amazestock’s Trademarks.
- The look and feel of the Amazestock Websites, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of Amazestock and may not be copied, imitated or used, in whole or in part, without the prior written consent of Amazestock.
- You may not frame or hotlink to the Amazestock Websites or to any item of Content other than your own without the prior written consent of Amazestock.
- All rights in and to Amazestock’s Trademarks not expressly granted to you hereunder are reserved by Amazestock.
You may not use Amazestock’s trademarks in any form without permission.
Please do not copy, frame, or hotlink to the Amazestock websites without permission.
- Copyright Infringement Claims
- You hereby grant Amazestock the right and authority to take such steps as Amazestock deems commercially reasonable to protect Amazestock’s rights in the Content.
- In the event that you believe Content has been misused, you shall take no action without providing notice of such misuse to Amazestock and receiving Amazestock’s prior written consent to such action.
- While Amazestock takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, Amazestock has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.
We respect your rights and may take action to protect your content. If you suspect potential misuse of your content, please contact us with the details before taking any action directly.
- Representations and Warranties
You represent and warrant that:
- You have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
- you are under no legal disability or contractual restriction that prevents you from entering into this agreement
- you are at least 18 years of age;
- the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;
- If the Content contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics.
- If the Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator), the end user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in Content created by you, and to license such Content to Amazestock for the purposes set forth herein.
- The Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity.
- You possess valid Credentials for each item of “Editorial Use Only” Content for which credentials may be required.
- there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and
- You will not transmit unsolicited emails or engage in so-called “spamming” to publicize or promote your relationship with Amazestock or the sale of your Content – nor will you advertise or otherwise publicize your relationship with Amazestock, nor will you use Amazestock’s Trademarks through the use of search engine advertising and/or marketing.
You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Amazestock and/or third parties. In addition to its other rights and/or remedies under the TOS, Amazestock shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
- Amazestock represents and warrants that:
- It has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and
- Upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Amazestock may send you written notice of such claim, using the email address provided by you to Amazestock, specifying the details of the claim as then known to Amazestock.
Pending the determination of such claim, Amazestock may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Amazestock. You will cooperate fully with Amazestock in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.
You agree that you are legally able to enter into this agreement and that none of the content you submit will violate any laws or infringe any third party’s rights.
By submitting any Content to Amazestock, you acknowledge that you will acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data (collectively, “Confidential Information”). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.
Please do not disclose confidential information about your Amazestock account.
- You agree to indemnify and hold Amazestock, its subsidiaries, affiliates, directors, officers, and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the TOS. You will only be liable for any incidental, consequential, or special damages in the case of third party claims.
- Amazestock shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any breach or claimed breach of any of Amazestock’s representations or warranties or any of Amazestock’s obligations pursuant to the TOS. Amazestock will only be liable for incidental, consequential, or special damages in the case of third party claims.
- If Amazestock is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, Amazestock shall have the right but not the obligation to assume control of any litigation.
When indemnification is sought due to a legal claim by a third party, the indemnified party shall:
- Promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the TOS, unless the failure to notify causes material prejudice to the indemnifying party; and
- Give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party’s errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party’s expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party’s sole expense
If a claim arises due to your breach of your representations in this agreement, you agree to cover Amazestock for its loss. If a claim arises due to Amazestock’s breach of its representations in this agreement, Amazestock agrees to cover you for your loss.
The party seeking indemnification agrees to notify the other party as soon as possible.
- The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
- The TOS contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter.
- The validity, interpretation and enforcement of the TOS, matters arising out of or related to the TOS or its making, performance or breach, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of the TOS, matters arising out of or related to this TOS or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of New York in the County of New York or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.
- If any individual term of the TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the TOS, so that the TOS shall otherwise remain in full force and effect. The TOS shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.
- Amazestock will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content or the termination of your Contributor Account.
- Please note that Amazestock reserves the right to modify these terms at any time by an announcement on your login page. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Amazestock, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply.
- In the event that you breach any of the terms of this or any other agreement with Amazestock, Amazestock shall have the right to terminate your account without further notice, in addition to Amazestock’s other rights at law and/or equity.
- It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
If these terms change, we will notify you. This agreement will be governed by laws of India.
Effective as of Sunday, June 12, 2016