ARTIST’S AGREEMENT
This Agreement governs the terms by which
photographers or other artists provide photographic and other
media content to V I Imagery llc.. This Artist’s Agreement is in
addition to the Terms of Use applicable to the Site and to the
Membership Agreement that all persons providing content to or
downloading content from the Site have previously entered into.
In the event of any inconsistency between this Agreement, the
Membership Agreement and the Terms of Use, the terms of this
Agreement shall govern.
Background of Agreement
This is a legal agreement between any individual, company,
corporation, association, or the like, intending to supply
media, data or materials for resale or license (in this
agreement referred to as "you” or the "Supplier") and V I
Imagery llc.. The Supplier wishes to appoint V I Imagery llc. as
its non-exclusive agent to license and distribute Content (as
defined below) produced by the Supplier on the terms and
conditions set forth in this Agreement and V I Imagery llc.’s
standard form of License Agreement. Upon accepting the terms of
this Agreement, each subsequent submission of Content will be
governed by the terms and conditions of this Agreement.
This is a fairly lengthy document, and it contains many
important provisions that affect your rights and obligations. We
encourage you to print a copy of the Agreement for your records.
This Agreement remains in full force and effect until terminated
in accordance with its terms. If at any time the terms and
conditions of this Agreement are no longer acceptable to the
Supplier, you must follow the termination procedures set forth
below under "Term and Termination”.
Provision of Content
The parties acknowledge that the Supplier may, from time to
time, provide information, software, photographs, illustrations,
audio files, video files, animations, flash files, data files,
code snippets and other material to V I Imagery llc. using the
Upload procedures of V I Imagery llc.’s website or such other
procedures as the parties may mutually agree (collectively,
"Content"). V I Imagery llc., in its sole discretion, may
determine which of such Content is suitable for posting on the
Site or other means of distribution, and only such Content as it
deems suitable will be considered "Accepted Content” for the
purposes of applicable provisions of this Agreement.
In addition to the terms of this Agreement, the parties
acknowledge that the provision of all Content is subject to the
policies and procedures outlined on the V I Imagery llc.
website, the terms of which are incorporated by reference into
this Agreement. Any breach of the rules relating to acceptable
Content outlined in the Site will be deemed to be a breach of
this Agreement.
Grant of Authority
The Supplier hereby appoints V I Imagery llc. as Supplier's
non-exclusive agent to resell and/or license Content to third
parties within the jurisdictions of V I Imagery llc.’s business.
For all Content, Supplier grants V I Imagery llc. the right to
use, reproduce, distribute, redistribute, publish, republish,
upload, post, transmit, crop, package, repackage, produce and
sell prints or similar image products or publicly perform or
display Content to prospective Purchasers and/or licensees
through the Site or other venues owned or operated by V I
Imagery llc. or its affiliates which it may determine from time
to time, and the right to grant perpetual, non-exclusive and
non-transferable licenses or sub-licenses to purchasers and/or
licensees in accordance with the terms of the License Agreement
used by V I Imagery llc. from time to time that the Supplier
hereby acknowledges having reviewed and approved.
In addition to the foregoing grant, V I Imagery llc. may use
Accepted Content for its own business purposes relating to the
promotion of business and its distribution programs, and the
licensing of Accepted Content (including, without limitation,
the use of the Accepted Content and the Supplier’s registered
and unregistered trademarks for marketing, sales and promotional
efforts whether on the Site or through third parties). No
compensation shall be due to the Supplier for use of Accepted
Content for such business purposes.
The Parties agree that all rights, including title and
copyright, of Accepted Content will be retained by the Supplier,
and no title or copyright is transferred or granted in any way
to V I Imagery llc. or any third party except as provided in
this Agreement, and the License Agreement. Except to its
affiliated and associated companies or as specifically permitted
in this Agreement, V I Imagery llc. may not distribute Content
to any third party for the purposes of resale or re-license.
Intellectual Property Matters
The Supplier acknowledges that V I Imagery llc. prohibits any
Content or any other material that infringes on any patent,
trademark, copyright, trade secret, right to privacy, right to
publicity, or any other applicable law or proprietary right to
be Submitted.
By submitting Content, you are warranting that you own all
proprietary rights, including copyright, in and to the Content.
In addition, to the extent that the Content contains images of
people or persons, you represent and warrant that you have
obtained a valid and binding model release from all required
parties in substantially the same form as V I Imagery llc.’s
Model Release, that will permit the uses for such Content
contemplated in the License Agreement.
The Supplier agrees that neither V I Imagery llc. nor any of its
directors, officers, employees, partners, affiliates or agents
shall be liable for any damages, whether direct, indirect,
consequential or incidental, arising out of the use of, or the
inability to use any Content.
Compensation
V I Imagery llc. agrees to pay a portion of the fees collected
in respect of Accepted Content that is Licensed or sold on the
suppliers behalf according to the rate schedule set forth upon
submission of content.
V I Imagery llc. will endeavor to make payment of fees in
respect of Accepted Content on a monthly basis on or about the
15th day of the month following the purchase of Accepted
Content. Payment of fees to the Supplier will be net of: (i)
applicable taxes or other withholdings required by applicable
law; (ii) bad debts or other uncollectible sums; (iii) legal and
other reasonable fees incurred in enforcing this Agreement or
the License Agreement and Purchase Agreement; and (iv) any
amounts owing by the Supplier to V I Imagery llc. under this
Agreement or otherwise. Without limiting the generality of the
foregoing, V I Imagery llc. is entitled to set-off against any
amount owing to Supplier, all amounts to which V I Imagery llc.
is or may be entitled under this Agreement or otherwise at law,
including withholding amounts as security for any pending or
threatened claim relating to any matter which is the subject of
a representation, warranty or indemnity of Supplier under this
Agreement.
Managing Content
V I Imagery llc. does not and cannot review all communications
or Content uploaded to the Site and is not responsible for the
content, quality, or consequences of your uploading such
communications or Content. Notwithstanding the foregoing, V I
Imagery llc. reserves the right to delete, move, refuse to
accept or edit any communication or Content that it may
determine, in its sole discretion, violates or may violate this
Agreement, the intellectual or proprietary rights of others, any
of its policies or is otherwise unacceptable in its discretion.
V I Imagery llc. shall have the right but not the obligation to
correct any errors or omissions in any Content, as it may
determine in its sole discretion. You acknowledge that any
screening of Content performed by V I Imagery llc. to determine
Accepted Content is done as a courtesy only.
NOTICE: You acknowledge that the Content you provide pursuant to
this Agreement that becomes Accepted Content may be purchased or
licensed with the intention that such licensees will adhere to
the terms of the License Agreement. V I Imagery llc. cannot take
responsibility for the compliance by purchasers and licensees of
the terms of such agreements, and you acknowledge and agree to
the possibility of Content being used in a manner that is not
contemplated in this Agreement or the License Agreement. You
also agree that notwithstanding any rights you may have to
pursue the licensees or purchasers of such Content at law, V I
Imagery llc. shall have no liability to you or any person
claiming through you for any breach by a licensee or purchaser
of the terms of any agreement respecting Accepted Content. V I
Imagery llc. will use commercial efforts to assist in the
protection of your intellectual property rights, at your request
and expense.
Confidential Information
The Supplier acknowledges that the Confidential Information
(defined below) which it obtains through the entering into of
this Agreement, the use of the Site and the provision of Content
constitutes valuable, confidential, proprietary information of V
I Imagery llc. and its licensors, and agrees that during the
term of this Agreement and thereafter it shall not, without the
express written consent of V I Imagery llc., use or disclose to
any other person any such Confidential Information, except as
specifically authorized under this Agreement.
For the purposes of this Agreement, "Confidential Information”
means any and all data, information, documents, software or
materials relating to the business and management of V I Imagery
llc., its members, affiliates, licensors or licensees, that is
designated as confidential or thought reasonably to be
considered confidential, including but not limited to: their
business model and operations, processes, products, designs,
pricing, promotions, business plans, business opportunities,
finances, research, development, know-how, trade-secrets,
training materials, personnel, clients, methodologies, Site
content belonging to others and other intellectual property.
Representations and Warranties
The Supplier hereby represents and warrants as follows:
(i) the Supplier has the authority to enter into this Agreement,
is the sole and exclusive owner of the Content, has the right to
grant all of the rights contemplated to be provided under this
Agreement, and has not granted any rights or licenses to any
Content or any other intellectual property or technology that
would conflict with this Agreement;
(ii) no portion of the Content as delivered to V I Imagery llc.
from time to time, contains any disabling mechanism or
protection feature designed to prevent its use, copying or
enjoyment in the manner contemplated in this Agreement, and all
Content will be free of any virus, worm, lock, or other
mechanism or device that may be used to modify, delete, damage
or disable the website or the Content or any other hardware or
computer system, or which would otherwise render inaccessible or
impair the use of the Content or the website in any way;
(iii) the Content will include all necessary descriptive
information to enable its effective marketing on the Site, which
information will be complete and accurate in all material
respects; and
(iv) the Content delivered to V I Imagery llc. hereunder
represents original creations and expressions of subject matter,
and no Content infringes any copyright, trademark, right of
privacy or right of publicity or other proprietary right of any
third party, or defames or casts into disrepute in any manner
any third party.
Indemnity
You agree to indemnify, defend and hold V I Imagery llc. and its
affiliates, and their respective directors, officers, employees,
shareholders, agents, Purchasers and licensees of Content
(collectively, the "V I Imagery llc. Parties") harmless from and
against any and all claims, liability, losses, costs and
expenses (including reasonable legal fees on a solicitor and
client basis) incurred by any V I Imagery llc. Party as a result
of or in connection with: (i) any use or alleged use of the V I
Imagery llc. name, Website, and it’s contents, by you or a
representative of you authorized or non; (ii) or resulting from
any communication made or Content uploaded under your Name;
(iii) any breach by you of this Agreement; or (iv) any claim
threatened or asserted against any V I Imagery llc. Party to the
extent such claim is based upon a contention that any of the
Content used within the scope of this Agreement and the License
Agreement infringes any copyrights, trade secrets, trademarks or
other intellectual property rights of any third party.
V I Imagery llc. reserves the right, at your expense, to assume
the exclusive defense and control of any matter otherwise
subject to indemnification by you, and in such case, you agree
to cooperate with V I Imagery llc.’s defense of such claim.
Term and Termination
This Agreement is effective until terminated. You may terminate
this Agreement at any time by giving thirty (30) days written
notice to V I Imagery llc. using admin@viimagery.com or such
other means of written notice acceptable to V I Imagery llc.
which enables confirmation of your identity and your intention
to terminate. V I Imagery llc. may also terminate this Agreement
for any reason by giving you thirty (30) days notice by e-mail
at the last address contained in your membership information
Either party may terminate this Agreement upon written notice
effective immediately upon receipt if the other party (a)
liquidates all or substantially all of its assets, dissolves as
a corporation other than through inadvertence, or otherwise
ceases to do business in a material way, or (b) makes an
assignment for the benefit of creditors, or (c) files a petition
in bankruptcy, petitions or applies for a receiver or trustee
for all or any substantial part of its property and such
receiver or trustee is appointed, or commences, or has commenced
against it, a proceeding under any bankruptcy, reorganization,
readjustment of debt, dissolution, or liquidation law or statute
of any jurisdiction, any of which shall remain in force for a
period of thirty (30) days or more, or (d) is adjudicated
insolvent or bankrupt, or (e) is in breach of this Agreement.
Effect of Termination
Upon the termination of this Agreement, the grant of authority
given to V I Imagery llc. shall cease subject to the following
conditions: (i) V I Imagery llc. shall remove Accepted Content
from the website within thirty (30) days of the termination of
this Agreement; (ii) notwithstanding termination, V I Imagery
llc. shall have the right to continue licensing Accepted Content
until it is removed from the Site; and (iii) regardless of the
expiration or termination of this Agreement, V I Imagery llc.
will continue, in accordance with this Agreement, to pay
compensation due to the Supplier in respect of licenses or
purchases granted during any transitional period, subject to any
rights of set-off under this Agreement or at law.
Upon termination, V I Imagery llc. will be entitled to retain
all amounts owing to the Supplier for a period of thirty (30)
days to determine any applicable rights of set-off, and shall be
entitled to deduct from such amounts, a reasonable
administrative fee for establishing, managing and terminating
your account.
Notwithstanding any other provision in this Agreement, the
termination or expiration of this Agreement shall not alter or
affect the rights granted to licensees or sub-licensees by V I
Imagery llc. pursuant to this Agreement.
Termination of this Agreement shall operate without prejudice to
the V I Imagery llc.’s rights, defenses and limitations of
liability provided under this Agreement, the Membership
Agreement or the Terms of Use, which rights, defenses and
limitations of liability shall survive termination of this
Agreement. In addition, the provisions of this Agreement
relating to: Managing Content, Confidential Information,
Representations and Warranties, Indemnity, Disclaimer of
Warranties and all limitations of liability, shall survive
termination of this Agreement and continue in full force and
effect.
DISCLAIMER OF WARRANTIES
V I IMAGERY LLC., AND THE V I IMAGERY LLC. WEBSITE, INCLUDING
ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY V I IMAGERY LLC.
"AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO
THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. V I
IMAGERY LLC. DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR
THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT
THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
VI IMAGERY LLC. DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE
OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL
BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE
FEATURES.
LIMITATION OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE V I
IMAGERY LLC. NAME, THE V I IMAGERY LLC. WEBSITE INCLUDING
WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED
THEREIN.
IN NO EVENT SHALL V I IMAGERY LLC. OR ANY OF ITS DIRECTORS,
OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS, PURCHASERS
OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING
DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY
CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING
UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE
USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE
WEBSITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED
TO YOU HEREUNDER, EVEN IF V I IMAGERY LLC. HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON
CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
IN ANY EVENT, V I IMAGERY LLC.’S TOTAL MAXIMUM AGGREGATE
LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR
EXPLOITATION OF ANY OR ALL PART OF THE WEBSITE OR THE CONTENT IN
ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY
V I IMAGERY LLC. FOR THE CONTENT THAT IS THE SUBJECT MATTER OF
THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND
($1,000.00) UNITED STATES DOLLARS.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION
OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE
ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH
JURISDICTIONS, THE LIABILITY OF V I IMAGERY LLC. OR ANY OF ITS
DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS
OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED
BY LAW.
Applicable law
The Site is controlled, operated and administered by V I Imagery
llc. from within the State of Pennsylvania in the United States
of America. The Site can be accessed from all states of the
United States of America, as well as from other countries around
the world. As each of these jurisdictions has laws that may
differ from those of the United States of America, you
acknowledge and agree that this Agreement will be governed under
the laws of the State of Pennsylvania and the federal laws of
the United States of America applicable therein
You consent to service of any required notice or process upon
you by email, registered mail or overnight courier with proof of
delivery notice, addressed to the address or contact information
provided by you at the time of this agreement. You agree to
waive any right you may have to (i) trial by jury; and (ii) to
commence or participate in any class action against V I Imagery
llc. related to the Website or this Agreement.
Any and all disputes arising out of, under or in connection with
this Agreement, including without limitation, its validity,
interpretation, performance and breach, shall be submitted to
arbitration in Pennsylvania, United States. If V I Imagery llc.
is obligated to go to court or arbitration to enforce any of its
rights, or to collect any fees, you agree to reimburse V I
Imagery llc. for its legal fees, costs and disbursements if V I
Imagery llc. is successful.
General
You specifically agree and acknowledge that you have, in
addition to the terms of this Agreement, reviewed the terms of
the Membership Agreement and Terms of Use and any other
agreements which may be incorporated by reference therein, and
to the extent of their incorporation in this Agreement you agree
to be bound by them.
V I Imagery llc.’s failure to insist upon or enforce strict
performance of any provision of this Agreement shall not be
construed as a waiver of any provision or right.
This Agreement is personal to you and is not assignable by you
without V I Imagery llc.’s prior written consent.
If all or part of any provision of this Agreement is wholly or
partially unenforceable, the parties or, in the event the
parties are unable to agree, a court of competent jurisdiction,
shall put in place of such whole or part provision an
enforceable provision or provisions, that as nearly as possible
reflects the terms of the unenforceable whole or part provision.
The provisions of this Agreement shall
be severable, and the invalidity or unenforceability of any
provision shall not affect or invalidate any remaining
provision.
This Agreement can be amended by the written agreement of the
parties or by V I Imagery llc. posting amendments on the
website. Continued provision of Content or failure to terminate
this Agreement within thirty (30) days of posting of such
amendment will be deemed to be acceptance of the amendment by
the Supplier and it will be incorporated by reference into this
Agreement.
Contact
If you have concerns relating to this Agreement, please contact
V I Imagery llc. at admin@viimagery.com or via phone at
1-724-960-1158.
Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND
IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE
PRIOR TO AGREEING TO IT. IN CONSIDERATION OF V I IMAGERY LLC.
AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR
ACCEPTED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU
AND V I IMAGERY LLC., WHICH SUPERSEDES ANY PROPOSAL OR PRIOR
AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN
YOU AND V I IMAGERY LLC. RELATING TO THE SUBJECT OF THIS
AGREEMENT. |
