Contributor Agreement (Photographer)
ACCEPTANCE OF THIS AGREEMENT IS A CONDITION OF YOUR USE OF THIS WEBSITE AND ITS PRODUCTS AND SERVICES.
NativeMirror ("NativeMirror”) maintains the www.nativemirror.com website. Content contributors may upload image files to the Site for the purpose of having NativeMirror act as their agent for licensing image rights to NativeMirror members and subscribers.
By registering a content contributor account ("Contributor Account”), you agree to the following (the "Agreement”):
1. Creating Accounts
- In order to register for a NativeMirror Contributor account, you must be at least 18 years of age. NativeMirror may require that you provide sufficient proof of age and identity before activating your Contributor Account.
- In order to register a Contributor Account, you must have a valid NativeMirror Account. The terms of the NativeMirror Member/Subscriber Agreement are deemed incorporated into and made a part of this Contributor Agreement by this reference.
- You warrant that you have provided NativeMirror with accurate, complete, and current information. You agree to correct and update that information to ensure its accuracy and completeness at all times. Entering false personal information, or failing to comply with these Terms of Service, may result in the termination of your Contributor Account, as well as any other account, services or privileges provided by NativeMirror.
- You are entirely responsible for any and all activities conducted through your Contributor Account. You agree to notify NativeMirror immediately of any unauthorized use of your password or Contributor Account as well as of any other breach of security that may affect NativeMirror.
- Upon creation of a Contributor Account, you may be asked to choose a Contributor name. You may not select or use a Contributor name of another person or a name that violates any third party's trademark or other proprietary right, that is or may be illegal to use, that may cause confusion with respect to the person's identity or association with other entities, or that NativeMirror deems in its discretion to be vulgar or otherwise offensive. NativeMirror reserves the right to delete any vulgar, inappropriate or offensive Contributor name, or to require the deletion thereof.
- You may not have more than one active Contributor account at any time without the written consent of NativeMirror in each instance. If such consent is granted, you may not submit identical images to more than one account.
2. Uploading Content and Rights for Contributors
- By uploading Images, you grant NativeMirror and its Members the irrevocable non-exclusive, royaltyfree right, throughout the world, to use the Images for any purpose including publication, display, modification, sublicensing, and creation of derivative works, or products. You also grant NativeMirror the right to use Images for any and all promotional purposes related to NativeMirror and its affiliates.
- NativeMirror has the right to license any Image unless and until that Image is removed from the Site.
- You may not remove any Image from the Site until such Image has been posted for seven (7) days. You retain all rights, including the copyright, in and to your uploaded Images. NativeMirror, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you. You expressly waive any artists' authorship rights or any adroit moral that Contributors would otherwise have under the laws of Trinidad and Tobago, Copyright Act or similar laws of any jurisdiction.
- NativeMirror has the right to refuse to accept any uploaded Images for any reason. NativeMirror has the right to remove any uploaded images from the Site for any reason. Images will be removed if NativeMirror believes that the images will subject NativeMirror or any of its officers, managers, directors or employees to legal action or if the images violate the terms of this agreement.
- Any licenses issued by NativeMirror in respect of any uploaded images that are later removed from the NativeMirror website will remain in full force and effect.
- You give NativeMirror the right and authority to take any steps which NativeMirror believes are commercially reasonable to protect your uploaded Images. While NativeMirror takes commercially reasonable steps to protect the intellectual property rights of its contributors, NativeMirror has no obligation to pursue legal action against any alleged infringer of your rights in or to your uploaded Images.
- NativeMirror shall pay you a royalty for each valid download of an Image file by a Member. The amount of such royalty is defined on the Site and may be changed by NativeMirror at any time in NativeMirror's sole discretion. If you do not consent to a change in the royalty payments, your sole recourse is to terminate your Contributor Account.
- You may request a payout via PayPal, or other service used by NativeMirror when royalties due reach the minimum threshold or pay-out cycle date as stated on the Site. By closing an account before royalties are equal to or greater than the minimum payout threshold, or by breaching any terms of this Agreement or any other agreement with NativeMirror, your accrued earnings may be forfeited at NativeMirror’s sole discretion. Please note, royalties are payable after a short grace period noted on the Site to verify that downloads are valid.
- If your account is cancelled for a breach of the material terms of this agreement, in addition to its other rights at law or in equity, NativeMirror shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages. If you are credited with a download or downloads and NativeMirror thereafter issues a refund to Member that downloaded any or part of your uploaded Images, NativeMirror shall have the right to deduct royalties credited to your account. If NativeMirror makes an overpayment of royalties or other compensation to you for any reason, NativeMirror 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.
- NativeMirror may modify the royalty rate and/or payment schedule at any time and notify you by email or by an announcement on your login page of the modifications. If NativeMirror does modify the royalty rate, royalties earned before the effective change in rates will be credited at the rate in effect at the time such royalties were earned.
- If you receive your payments through an online payment processing service (e.g., Paypal) you may not share your online payment processing service account with another NativeMirror Contributor.
4. Model and Property Releases
You agree to provide valid and accurate model and or property releases for all media you upload to NativeMirror that, in NativeMirror’s judgment, contains an identifiable face or identifiable human figure or other identifiable attribute or featured private property. If you do not have a model or property release for an Image or Video, NativeMirror may choose to accept the uploaded media for so-called "editorial use." You agree that you are solely responsible for retaining all original model and property releases and maintaining complete and accurate release records. Releases are to be electronically delivered to NativeMirror with the uploaded media. The submission of falsified, inaccurate or otherwise defective model and property releases is a material breach of this agreement and can result in the immediate termination of your account without prior notice. Releases submitted by you shall not contain any terms inconsistent with this Agreement or any NativeMirror Terms of Service.
5. Contributor Warranties and Responsibilities
You warrant and represent that:
- You are the unencumbered owner of all rights, including the copyrights, in and to your uploaded Images.
- Your uploaded Images are original works and are capable of copyright protection in all countries where copyright or similar protection is available.
- Your uploaded Images are neither obscene nor defamatory and do not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity;
- The information contained in all model and property releases that you have provided is accurate and complete and that the subjects signing the releases and depicted in an Image file have voluntarily consented to publication and/or dissemination of their likenesses for all legal purposes;
- If any of your uploaded Images consist 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, Illustrator, 3D Max), by uploading such Images, you warrant and represent that the end user license agreement, terms of service or the equivalent license held by you does allow you to incorporate such elements in Images created by you, and to license such Images to NativeMirror for the purposes set forth herein;
- You will not use a keyword, image title, metadata or any other reference that: a) violates any third party's trademark or other proprietary right; b) is or may be illegal to use; c) which may cause confusion with respect to another person or other entity; or d) which NativeMirror deems in its discretion to be indecent, vulgar or otherwise offensive. NativeMirror reserves the right to delete any vulgar, inappropriate or otherwise offensive Content, or to require the deletion thereof.
- You will use NativeMirror only for lawful purposes.
- You will not upload pornographic images or other content which is deemed by NativeMirror, in its sole discretion, to be inappropriate; and
- There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect your uploaded Images or which might in any way impair the rights granted by you hereunder.
You shall indemnify, defend and hold harmless NativeMirror, its officers, directors, employees, partners, associates, affiliates, joint ventures, agents and representatives, from any and all claims based on allegations which, if true, would constitute a breach of any of your warranties. The indemnity shall apply to any and all liabilities, losses, damages, expenses (including attorneys' fees and costs) incurred by NativeMirror as a result of such breach or breaches. NativeMirror reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to the foregoing indemnification, without affecting your indemnity obligations.
7. Control of Operations
- NativeMirror, in its sole discretion, may remove any Images uploaded to the Site including those appearing to infringe the intellectual property rights of other entities.
- NativeMirror reserves the right, but does not assume the responsibility, to restrict conduct which NativeMirror deems in its discretion to be harmful to individual members, damaging to the communities that use NativeMirror, or in violation of NativeMirror's or any third party's rights.
- NativeMirror expressly disclaims all warranties and conditions of any kind, either express or implied, including without limitation any implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of third party rights, and those arising from a course of dealing or usage of trade.
- NativeMirror makes no warranty with respect to any guidance. Any guidance provided by NativeMirror is not legal advice.
- NativeMirror, its licensors, and subcontractors do not warrant any connection to, compatibility with, transmission over, nor results or use of, any network connection or facilities provided (or failed to be provided) through NativeMirror.
- NativeMirror makes no warranty that access to the Site will be uninterrupted, timely, secure, or error free.
- NativeMirror makes no warranty with respect to any related software or hardware used or provided by NativeMirror. Any patent, copyright, trademark, trade secret or warranty issues, whether actual or alleged, are the direct responsibility of the manufacturer of said hardware or software product.
9. Limitation of Liability
NativeMirror shall not be liable to Contributor for any indirect, incidental, special or consequential damages, including, without limitation, damages or loss of business, lost profits, business interruption, loss of business information, or any other pecuniary loss arising from the submission or use of your uploaded media or the termination of your Contributor account, even if NativeMirror has been advised of the possibility of such damages.
You may terminate your NativeMirror Contributor account at any time with or without cause by notifying NativeMirror's support staff, subject to the limitation that any Image uploaded to the Site must be available for a minimum of seven (7) days.
NativeMirror may terminate your account at any time, for any reason or no reason. Accounts that are not accessed (logged into) for more than two (2) years may be deemed terminated at the discretion of NativeMirror.
11. Impermissible Conduct
- Any conduct by you that, in NativeMirror’s sole discretion, restricts or inhibits any other person or entity from using or enjoying NativeMirror or another service, is strictly prohibited and may result in the termination of a Contributor’s account without further notice.
- NativeMirror 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 NativeMirror’s guidelines as may be amended from time to time, or for any breach of the terms of this or any other agreement that you have with NativeMirror.
- In the event that a Contributor account is terminated due to impermissible conduct or fraud, access to NativeMirror services, accounts, and commissions, as applicable, is immediately forfeited. You may not knowingly allow any terminated Contributor to use your active Contributor’s account(s).
- If your account is terminated for any reason you must obtain written authorization from NativeMirror prior to establishing another account. If you attempt to establish another account without obtaining such authorization, NativeMirror may permanently ban you from this website and its affiliated websites and services.
12. NativeMirror Trademarks
- You may not adopt or use any registered or common law NativeMirror trademarks, which include but are not limited to all logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by NativeMirror ("Trademarks”) for any reason without NativeMirror’s prior written consent.
- You will not use NativeMirror’s trademarks or variations (including misspellings) as a domain name, part of a domain name, metatag, keyword, or any other type of programming code or data.
- You will not 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 NativeMirror Trademarks or the Trademark rights claimed by NativeMirror.
- The look and feel of the NativeMirror website, including but not limited to all page headers, custom graphics, icons, and scripts, is the intellectual property of NativeMirror and may not be copied, imitated or used, in whole or in part, without the prior written consent of NativeMirror.
- You will not use NativeMirror’s trademarks for search engine advertising and/or marketing. You acknowledge that such advertising might infringe on the intellectual property rights of NativeMirror and/or third parties.
- You will not transmit unsolicited emails or engage in so-called "spamming” to publicize or promote your relationship with NativeMirror or the sale of your Images.
If any provision of this Agreement is determined to be invalid or unenforceable, the remainder shall be unaffected and shall be enforceable by either party. To the extent any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overly broad or overly restrictive, that provision shall not be void but rather shall be limited only to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that this paragraph is reasonable and necessary to assure that the intent of the parties is carried out.
14. Governing Law and Jurisdiction
The validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, and related matters shall be governed by the laws of the Republic of Trinidad & Tobago (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the Republic of Trinidad & Tobago, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.
15. Entire Agreement
By using the Site, you hereby acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. You further agree that this Agreement is the complete and exclusive statement of the understanding between you and NativeMirror. Unless otherwise agreed to in writing in a separate signed agreement, this Agreement supersedes any proposal or prior agreement, oral or written, and any other communication between users and NativeMirror relating to the subject matter of this Agreement.
16. Revision of Agreement.
In order to best provide its services, NativeMirror reserves the right to modify these terms at any time and to notify you of modifications at the email address which you provided to NativeMirror. If you do not agree with the changes, you may remove such Content to which you do not wish the changes to apply, or close your contributor account.
Effective Jan 1, 2016