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Contributor Terms and Conditions

 

Content Supply Agreement

Part 1 Key Terms

This agreement (Agreement) is made between ARCANGEL IMAGES LIMITED, a company incorporated in England and Wales under registration number 04613327 whose registered office is at Finance House, 77 Queens Road, Buckhurst Hill, Essex, IG9 5BW (Arcangel) and the Contributor specified below (each, a Party, and together, Parties).

The terms of this Agreement are binding on the Parties from the date of the Contributor’s acceptance of the terms through Arcangel’s online process.

The Agreement is in two parts, the key terms in part 1, and Arcangel’s standard terms and conditions in part 2.  Words beginning with a capital letter are defined in the key terms and in schedule 1 which forms part of the Agreement. If there is a conflict between any provision of this agreement, the governing provisions shall be chosen in the following order of precedence: part 2, part 1 and the schedule.  

Contributor If individual [name] and [address]

 If company a [company] incorporated in [country] under registration number [@] whose registered office is at [address]

Contact person [supplied name]
Contact email address [supplied email address]
Content  [Photography, Illustration, model releases and videos]
Licence Exclusivity Exclusive / Non-exclusive
License Model Rights-Managed Licence

Rights Managed Exclusive License

Royalty-Free Licence

License Fee [50%] of Net Sales
Territory [Worldwide]
Effective Date [Day of registration and approval of our Terms & Conditions]
Initial Term [3 Years auto-renewing]
Payment frequency  Monthly subject to clause 3

 

Part 2

Standard Terms and Conditions

 

  • Grant of licence to use Content¬†

 

      1. In consideration of the Licence Fee, the Contributor hereby grants to Arcangel a licence to use Content or any part of it, including without limitation, to copy it, issue, rent or lend such copies to the public, perform, show or play it in public, communicate it to the public, and make adaptations of it in connection with offering the Content for licensing to third parties on terms defined in part 1 through the Site, Partner Sites or any media now known, or hereafter developed. For the avoidance of doubt, the rights granted include the right to:
        1. electronically reproduce and distribute Content;
        2. exercise the granted rights in relation to parts of the Content for advertising of the Site and/or the Partner Sites and in related marketing and promotional materials; and
        3. make Derivative Works and exercise the rights granted in relation to the Content as incorporated in the Derivative Works.
      2. Arcangel shall have the right to sublicense any and all rights granted to it under this clause 1 to third parties, directly or through a Partner.  
      3. The Contributor hereby grants all necessary consents including those under the Copyright, Designs and Patents Act 1988 and/or any other applicable laws to enable Arcangel to use the Content as set out in this Agreement.
      4. Arcangel has the authority to:
        1. negotiate the terms of any licence agreement in relation to the Content with any Customer including without limitation the fee (which may vary from indicative calculations or expectation prices provided to the Contributor before or after the date of this Agreement), duration and scope of any such agreement; 
        2. offer promotions, discounts or concessions of any type whatsoever to Customers in relation to the Content;
        3. claim on behalf of the Contributor any licensing fees or other income from collective management organisations in respect of secondary uses of the Content such as through reprographic copying; and
        4. agree or approve any cropping, manipulation, combining and creation of Derivative Works by any Customer or third party in relation to the Content provided that no obscene, pornographic or defamatory content is created in result.
      5. In respect of Rights Managed ‚Äď Exclusive Licences, the Contributor shall not:
        1. grant the rights described in clause 1.1 to 1.4 in respect of Content to any Competitor;
        2. submit to Arcangel Content licensed to any third party; and/or
        3. itself use the Content for any purpose other than to document its work and in any event ensure that its own use does not conflict with this Agreement or the terms of any licences issued by Arcangel.

 

  • Delivery and use of Content¬†

 

      1. The Contributor shall submit the Content (along with Delivery Materials) in accordance with the Contributor Requirements. Arcangel may reject Content at its sole discretion.  The Contributor is responsible for accuracy of metadata. Without prejudice to its rights under the preceding sentence, Arcangel shall have the right to add, amend or delete any metadata in relation to any Content.
      2. Acceptance of Content by Arcangel will not be taken as acceptance of liability for any defects or rights of third parties in relation to the Content. However, if Arcangel believes that any Content may create a potential liability for Arcangel, Arcangel may reject or, after acceptance, remove any such Content in order to minimise or eliminate any potential liability. Removal of Content will not affect or terminate the licences granted, or in negotiations, by Arcangel, unless otherwise determined by Arcangel. 
      3. On delivery, the Contributor will specify the Licence Model for the Content which shall be binding on the Contributor from then on. The Contributor may not change or alter the selected Licence Model after submission.

 

  • Payments to Contributor

 

      1. Arcangel shall pay to the Contributor the Licence Fee. Payment shall be made within sixty (60) days from the end of the calendar month in which Arcangel receives payment of cleared funds from a Customer in relation to the applicable Content.
      2. Licence Fee will be paid in the currency of Arcangel’s choosing.
      3. The Contributor is responsible for providing accurate and up to date bank account details for the payment of Licence Fee. Arcangel shall not be liable for failure to pay any or all of the Licence Fee if it has been provided with incorrect or outdated banking details.
      4. Arcangel may from time to time update the method of payment. Arcangel shall notify the Contributor of any of such update and the Contributor shall provide Arcangel with payment details corresponding with the new payment method. Arcangel shall not be liable for failure to pay any or all of the Licence Fee until it has the updated payment details. 
      5. Arcangel may set off against Licence Fees:
        1. any sum incorrectly or inadvertently paid to a Contributor;
        2. any sum due from the Contributor to Arcangel;
        3. all costs and handling charges incurred by Arcangel, such as bank charges and costs of postage;
      6. Arcangel may withhold payment of the Licence Fee or any part thereof if the Contributor disputes its calculation until such dispute is resolved. 
      7. If any Licence Fees or remittances due to the Contributor have not been cashed within twenty-four (24) calendar months of being paid, Arcangel may instead pay any sum not cashed to a charity of Arcangel’s choice.
      8. The Contributor shall be provided with regular Account Statements no less frequently than once a year in form and through the method of delivery (including online download by the Contributor) chosen by Arcangel.
      9. Arcangel undertakes and agrees to keep proper records and books of accounts relating to all dealings with the Content and to make all such entries available to the Contributor for verification of Account Statements or its representative in Arcangel’s office or a format of its choosing, once a year, upon reasonable notice. 

 

  • Intellectual Property Rights

 

      1. Subject to clause 4.2, Arcangel retains all Intellectual Property Rights in the Site and the Derivative Works, and nothing in this Agreement shall be taken to grant any rights to the Contributor in respect of such Intellectual Property Rights.
      2. Title to and ownership of all Intellectual Property Rights embodied by or otherwise incorporated into the Content shall remain with the Contributor.
      3. Any and all visitor data (such as name, address and e-mail address) that is collected through any user registration, product ordering process or otherwise, and all rights in databases of such data, shall be owned by Arcangel.
      4. Arcangel will aim to credit the Contributor as the source of the Content, but the Contributor acknowledges that it will not always be appropriate or possible to credit the Contributor on, or in association with, the Content. Arcangel shall not be liable for any failure to credit the Contributor for its work, whether as a result of its own actions or omissions or the actions of any Customer or a third party. The Contributor acknowledges and agrees that neither Arcangel nor any Customer or third party is obliged to feature the web address of the Contributor on any unit of the Content.
      5. To the extent permitted under applicable laws, for the purpose of this Agreement, the Contributor hereby waives in favour of Arcangel and all its sub-licensees, assignees and successors in title all moral rights in the Content to which the Contributor may be entitled under the Copyright, Designs and Patents Act 1988 and under all similar legislation from time to time in force anywhere in the world. If the Contributor wishes not to waive his or her moral rights, the Contributor confirms that the use of the Content pursuant to this Agreement will not constitute infringement of the Contributor’s moral rights. 

 

  • Assignment¬†

 

      1. Arcangel shall be entitled to assign its rights, obligations and duties under this Agreement in whole or in part to any third party.
      2. The Contributor shall not assign or transfer wholly or in part any of its rights, obligations or duties under this Agreement without first obtaining the written agreement of Arcangel.

 

  • Termination¬†

 

      1. This Agreement shall renew at the end of the Initial Term on the same terms and for a term of equal duration to the Initial Term unless either party provides the other with written notice of termination not less than three(3) months prior to the end of the Initial Term. If renewed, without prejudice to the provisions of clauses 6.2 and 6.3, each party may terminate the Agreement on three(3) months written notice. 
      2. If the Contributor fails to submit any Content to Arcangel for a period of twelve (12) months or more, Arcangel may terminate this Agreement with immediate effect by giving written notice to the Contributor.
      3. Either party may (without prejudice to its other rights) terminate this Agreement by giving written notice to the other if:
        1. the other party commits a material breach of this Agreement and (in the case of a remediable breach) fails to remedy the breach within thirty (30) days of the non-defaulting party’s written notice to do so; or
        2. the other party:
          1. ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement); or 
          2. becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
        3. the ability of the other party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
        4. any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purpose of solvent amalgamation or reconstruction).

 

  • Consequences of termination

 

      1. Upon the expiration or termination of this Agreement, Arcangel shall use reasonable endeavours to ensure that all Content is removed from the Site and Partner Sites as soon as practicable.
      2. Following termination of this Agreement, all unexpired licences granted to Customers in respect of the Content shall remain in full force and effect and the Contributor shall not license, transfer, exploit or deal in any way whatsoever with the Content in any way that could potentially conflict with the terms of any licence granted to a Customer.
      3. Termination or expiry of the Agreement shall not affect negotiations into which Arcangel has already entered with any potential Customers or third parties prior to termination of this Agreement and Arcangel will be entitled to grant licences so negotiated.
      4. Arcangel shall not be required to return any data (of any kind) to the Contributor relating to the Content.

 

  • Warranties and Undertakings

 

      1. The Contributor hereby warrants, represents and undertakes that:
        1. it has given full and accurate contact and payment details at registration, and full and accurate information in relation to the submitted Content and any use restrictions, and will notify Arcangel immediately of any changes to such details; 
        2. it is entitled to grant to Arcangel the rights herein granted in respect of the Content;
        3. the Content is original and created by the Contributor;
        4. the Content does not incorporate any content protected by copyright owned by third parties, including content validly licensed by the Contributor for inclusion in the Content;
        5. in respect of Rights Managed ‚Äď Exclusive Licences, it will not enter into any similar agreement with any Competitor for the Content;
        6. in respect of any and all RM Content, the Contributor will not distribute similar content (from the same shoot, production or obtained otherwise) directly or through third parties;
        7. in respect of any and all RF Content, the Contributor will not distribute such Content through microstock websites and/or distributors;
        8. it is not aware, having made full and reasonable enquiry, of any claim by any third party that the Content or any pre-existing material incorporating the Content or included within the Content, or the exploitation of the Content by either party, has infringed or will infringe any rights of any third party and further agrees that it shall immediately inform Arcangel if it becomes aware of any such claim;
        9. subject to paragraph (d) above, it has secured all third-party permissions and releases (including third party rights relating to trade mark, publicity, image and personality rights or other intellectual property rights), and made all payments therefor, necessary for Arcangel to use the Content as contemplated under this Agreement; 
        10. it has provided appropriate and enforceable model releases to Arcangel in relation to all recognisable persons shown in the Content;
        11. the Content and the Delivery Materials:
          1. do not infringe any third party’s Intellectual Property Rights, other proprietary rights or rights of publicity or privacy;
          2. do not violate any law, statute, ordinance or regulation (including the laws and regulations governing export control);
          3. include correct and accurate caption, key word, description and username information;
          4. do not contain any defamatory, obscene, pornographic or unlawful information;
          5. do not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
        12. all captions, keywords, descriptions, usernames and any other information used in relation to Images and/or Videos submitted by the Contributor will remain accurate and at no point infringe or be likely to infringe the rights of any third party (including without limitation third party rights relating to copyright, trade mark or other intellectual property rights).
        13. it shall not contact any third party or Customer of Arcangel who may have taken, or potentially be taking, a licence of any Image and/or Video submitted by the Contributor in order to discuss that Image and/or Video or any aspect of the license or exploitation of that particular Image and/or Video.
        14. following termination, neither it nor any other party with Intellectual Property Rights in the Content will enter into any licence of disposal which conflicts with any licence granted during the Term of this Agreement by Arcangel.

 

  • Indemnity¬†

 

      1. The Contributor shall fully indemnify and keep Arcangel indemnified against all costs, claims, damages, losses and expenses arising as a result of:
        1. any claim or action by a third party alleging the Content or Delivery Materials infringe any Intellectual Property Rights; and/or
        2. a breach or non-performance by the Contributor of any of the warranties and obligations in this Agreement.

 

  • Limit of liability¬†

 

    1. Nothing in this Agreement shall operate so as to exclude or limit the liability of either party to the other for death or personal injury arising out of negligence, or for any other liability which cannot be excluded or limited by law.
    2. Arcangel’s maximum liability to the Contributor (and the Contributor’s sole remedy) for all claims under or in relation to this Agreement, including (but not limited to) liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence) or breach of statutory duty, shall not exceed ¬£1,000.00.
    3. Arcangel’s liability to the Contributor (and the Contributor’s sole remedy) for all claims under or in relation to this Agreement, including (but not limited to) liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence) or breach of statutory duty, shall not be claimed more than twelve (12) calendar months after the date of the alleged breach.
    4. Arcangel shall not be liable to the Contributor for any of the following types of loss or damage arising under or in relation to this Agreement;

13.4.1 any indirect loss of profits, or loss of business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any such types of loss or damage are direct, indirect or consequential); or

13.4.2 any indirect or consequential loss or damage whatsoever, even if Arcangel was aware of the possibility of such loss or damage to the Contributor.

  1. Arcangel shall under no circumstances whatsoever be liable to the Contributor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the misuse of any Content by any Customer or third party or as a consequence of any misinterpretation of the terms of any distribution agreement or licence granted to a Customer or third party.
  2. Arcangel shall under no circumstances whatsoever be liable to the Contributor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the loss or damage to any Content or any other materials submitted to Arcangel.

 

  • Conduct of claims¬†

 

      1. The Contributor shall immediately inform Arcangel in writing of any claim or potential claim of which the Contributor may be aware whereby it appears that the Contributor is or is likely to become liable under any of the warranties provided in clause 11 or any other breach of the terms in this Agreement.
      2. Subject to Arcangel being fully indemnified and secured to its reasonable satisfaction in accordance with clause 9, on written request of Arcangel, the conduct of any legal proceedings arising out of any third party claim may be delegated to the Contributor where Arcangel agrees that there is a reasonable prospect of the Contributor successfully defending any potential claim.
      3. Where a Customer or third party infringes any Intellectual Property Rights in the Content, Arcangel shall have the exclusive right to determine whether and to what extent to take enforcement action against that third party.
      4. Arcangel shall have the exclusive right to start, continue, settle and defend, including by counsel of its choosing, any claims that relate to the infringement of any Intellectual Property Rights in the Content. The Contributor will at all times cooperate as may reasonably be required by Arcangel so that Arcangel may effectively pursue or defend any such claims.
      5. Arcangel shall not enter into any settlement that will compromise the Intellectual Property Rights enjoyed by the Contributor in the Content without the Contributor’s prior consent, which is not to be unreasonably withheld.

 

  • Confidentiality¬†

 

      1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2
      2. Each party may disclose the other party’s confidential information:
        1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 12.2; and
        2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

 

  • Waiver¬†

 

      1. No waiver (whether express or implied) by either party of any breach by the other party of any of its obligations under this Agreement shall be deemed to constitute a waiver of consent to any subsequent or continuing breach by that party of any such obligations.

 

  • Severance¬†

 

      1. If any 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 under this clause shall not affect the validity and enforceability of the rest of this Agreement.
      2. If any provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

  • Further assurance¬†

 

      1. Each party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents or deeds) the other party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of this Agreement.

 

  • No partnership or agency¬†

 

      1. Nothing in this Agreement shall be deemed to constitute a partnership or agency agreement between the parties hereto.

 

  • Notices

 

      1. Unless otherwise stated every notice and other communication shall be sent by email.

 

  • Contracts (Rights of Third Parties) Act

 

    1. Except where expressly provided to the contrary, this Agreement is not intended to be for the benefit of and shall not be enforceable by any person who is not a party to it, under the Contracts (Rights of Third Parties) Act 1999 or otherwise and neither party can declare itself a trustee of the rights under it for the benefit of any third party.

 

 

  • Governing law and jurisdiction¬†

 

    1. This Agreement shall be construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

 

Definitions

 

  • In this Agreement the following terms and expressions shall have the following¬†meanings:¬†¬†
  • Account Statement¬†means the statement of sales of the Content¬†by Arcangel¬†in the period at least since the date of the immediately preceding Account Statement. The Account Statement shall¬†include:

 

      1. list of Content for which licences have been granted to Customers; 
      2. short particulars of licences granted in respect of each of the Images and/or Videos;   
      3. a record of Licence Fees received in respect of each of the licences, and details of Licence Fees not paid; and 
      4. calculation of the Licence Fee including any deductions made pursuant to clause 3. 

 

  • Competitor¬†means¬†any business involved in the distribution of photographs, images, videos or any other products similar to those available from Arcangel from time to time.¬†

 

    1. Contributor Requirements means the format, quality and method of delivery required for the submission of Content onto the Site and subject to change from time to time at Arcangel’s discretion.

 

  • Content¬†means all Images, Videos, artworks, characters or other materials submitted by the Contributor to Arcangel during the term of this Agreement that have been accepted for distribution by Arcangel.¬†
  • Customers¬†means any third party to whom a licence is or is proposed to be granted by Arcangel.¬†
  • Delivery Materials¬†means the components which may form part of the¬†Content¬†such as a digital file with font or flat artwork,¬†analogue files, metadata and any other materials reasonably required by Arcangel to perform its obligations under this Agreement.¬†
  • Derivative Works¬†means¬†any¬†content incorporating or based on the¬†Content, such as a¬†reproduction, abridgement, or any other form in which a work may be recast, transformed or adapted.¬†
  • Image¬†means any photograph, transparency, negative, design, artwork, painting, montage, drawing, engraving or any other item (including any computer-readable image) supplied by the Contributor to Arcangel in accordance with this Agreement.
  • Initial Term¬†means the length of the initial terms of this Agreement as more specifically defined in the Key Terms section of this Agreement.¬†
  • Intellectual Property Rights¬†means: (i) patents, designs,¬†trade marks¬†and trade names, service marks (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world, or are recognised in the future; and (iii) applications, extensions and renewals in relation to any of these rights.¬†
  • Licence Exclusivity¬†means the extent of the exclusivity that Arcangel enjoys over the¬†Content¬†in relation to or rights it may have to deal with the¬†Content¬†at the expense of any other Competitor or third party within the Territory, being either ‚Äúexclusive‚ÄĚ or ‚Äúnon-exclusive‚ÄĚ and as specified in the Key Terms section of this agreement.
  • Licence Fee¬†means the¬†percentage¬†of Net Sales¬†described in Key Terms¬†due from¬†Arcangel¬†to the Contributor¬†on terms set out in clause 3.
  • Licence Model¬†means the type of use of Content permitted to be made by clients of Arcangel and its Partner, being either the Rights Managed Licence, Rights Managed‚Äď Exclusive Licence or Royalty Free Licence.
  • Net Sales¬†means¬†the gross income¬†received¬†by Arcangel from the exploitation of the Content, less:

 

      1. if applicable, any VAT, duty, levy or impost of any nature whatsoever that is required to be withheld, deducted or paid by Arcangel from any future sums due to you by way of any law, regulation or legislation;
      2. any sums payable in relation to unauthorised use of the Content, including (without limitation) detection fees, enforcement fees and expenses; 
      3. service fees and bank fees where required, including (without limitation) special formatting requests, technology delivery, and access services and insurance charges. 

 

  • Partner¬†means¬†any group company, affiliate or representative¬†of Arcangel.¬†
  • Partner Sites means websites operated by a Partner.¬†
  • Rights Managed Licence or Rights Managed or RM¬†means the Licence Model permitting clients to make specific one-off use of the licensed Content designated by the Contributor as being suitable for such licensing during the submission process.¬†
  • Rights Managed ‚Äď Exclusive Licence / RM-E¬†means a Rights Managed Licence which is licensed exclusively to Arcangel.¬†
  • Royalty Free Licence/ Royalty Free/ RF¬†means the Licence Model permitting clients to make multiple uses of Content designated by the Contributor as being suitable for such licensing during the submission process (payment of which will generally be determined by file size).¬†
  • Site¬†means¬†any and all¬†websites operated by Arcangel or any of its group companies, successors or assigns, whether directly or through third parties, including the website currently hosted under the domain name¬†www.arcangel-images.com.¬†
  • Term¬†means the Initial Term and any extension thereof.¬†
  • Territory¬†means the territory within which the Contributor grants the rights contained within this Agreement and which is defined in the Key Terms section of this Agreement.¬†
  • VAT¬†means value added tax as defined in the Value Added Tax Act 1994 (and legislation supplemental to it) and including any other tax from time to time replacing it or of a similar fiscal nature, or its equivalent charged in other jurisdictions, and any interest or penalties in respect thereof.¬†
  • Video¬†means a recording, reproduction or a broadcasting of moving visual images made digitally or on film supplied by the Contributor in accordance with this Agreement.
  • Working Day¬†means any day which is not a Saturday, Sunday or a public holiday in England.¬†

 

 

Interpretation  

 

 

  • In this Agreement:
  • any words that follow ‚Äėinclude‚Äô, ‚Äėincludes‚Äô, ‚Äėincluding‚Äô, or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition, or description preceding those words;

 

      1. a reference to legislation, a statute, or a statutory provision is a reference to it as amended, extended, re-enacted or consolidated from time to time, except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement; and

 

  • words in the singular include the plural and vice versa.