Last Updated: December 1, 2016
Subject to the terms and conditions of this Agreement, you may from time to time upload or otherwise provide one or more original photographs, other still images, video clips or vector files that meet the criteria set forth in this Agreement (“Photographs, Video Clips and Vector Files”) by registering (thereby becoming a “Content Partner”) and following the Upload Instructions located on the Site. At the time you provide a Photograph, Video Clip or Vector File you will have an opportunity to include a caption and other descriptive information regarding that Photograph, Video Clip or Vector File (“Descriptions,” and together with the Photographs, Video Clips and Vector Files, “Partner Content”). You will not be required to provided a Description, and if you do not include a Description for a particular Photograph, Video Clip or Vector File or, where available, you select the option to “Let Lightstock Do It” (or similar wording), then we may provide a caption or other descriptive information that in our judgment suits that Photograph, Video Clip or Vector File.
Lightstock has policies and processes that must be adhered to prior to Partner Content being posted on the Site or otherwise being offered for license on or through the Site. Lightstock will review all Partner Content uploaded to the Site and reserves the right to refuse to accept or delete any Partner Content that Lightstock may determine, in its sole discretion, violates or may infringe, misappropriate or violate this Agreement, the intellectual property, proprietary or other rights of others or any of Lightstock’s policies or is otherwise objectionable or unacceptable. We intend to operate with transparency and will generally attempt to notify you if we do not accept or delete your Partner Content, though it is ultimately your responsibility to contact us if your content is not accepted or is deleted and you do not receive a notification from us regarding such action. In all cases where you feel that Partner Content that you submitted has been misjudged or mishandled by Lightstock (including our refusal to accept or deletion of your Partner Content, misclassification of your Partner Content or any omitted or misattribution regarding the origin of your Partner Content), we encourage you to contact us at email@example.com.
You are responsible for all Partner Content uploaded using your Content Partner name and password. You agree that Lightstock is authorized to accept your Content Partner name and password as conclusive evidence that you desire to upload Partner Content pursuant and subject to the terms and conditions of this Agreement. You acknowledge and agree that we have no responsibility to monitor the provision of Partner Content under your Content Partner name and password and that we will have no liability associated with any Partner Content submitted under your Content Partner name and password.
The foregoing license is also sublicensable and transferrable by Lightstock on a royalty-free basis to any of our affiliate organizations or to any successor to our business. Additionally, the foregoing license will be non-exclusive or exclusive, as you select as part of the upload process when uploading Partner Content to the Site.
If you select an exclusive license, then the license will be exclusive to Lightstock and you will not be able to grant any right or license to use that Partner Content to any other person or entity that provides or facilitates the availability of stock photographic and still images, video clips or vector files or otherwise conducts a business through which an inventory of photographs or other still images, video clips or vector files is made available to customers for purchase or license, nor will you be allowed to use that Partner Content for any such purpose. The scope of exclusivity will be limited to the foregoing “field of use”, meaning that you are not prohibited or restricted from using Partner Content for other purposes nor from granting other persons and entities the right to use the Partner Content for other purposes. To illustrate, if you grant Lightstock an exclusive license to particular Partner Content, you will still be allowed to use that Partner Content for your own personal purposes (for example, on a blog or website that you maintain – whether personal or as part of a company or other organization that you own and operate) and to sell or license that Partner Content and printed images or video clips thereof to the customer who hired you to take such photographs, video clips or vector files or to other attendees at the event for such person’s personal or internal business purposes (for example, if you are a wedding or event photographer, you will always be allowed to sell or license that Partner Content or printed images thereof to the person who sponsored the event or to a company that hires you to take photographs for use in its brochure or marketing collateral). If you have any questions regarding whether we consider a particular use to be within or out of the scope of the exclusive field of use, please send us a description of the intended use at firstname.lastname@example.org.
Subject to the terms and conditions of this Agreement, you will be eligible for royalty payments that will be calculated and paid in accordance with Section 5 of this Agreement.
Whether you grant us an exclusive or non-exclusive license, your license grant(s) to us will survive for the duration of this Agreement and thereafter until we remove the Partner Content from the Site, and to the extent a user or member has obtained a sublicense to your Partner Content, your license to us will be irrevocable with respect to each such sublicense and will survive for so long as that sublicense exists.
In addition to the foregoing, you hereby grant Lightstock a perpetual, irrevocable, worldwide, royalty-free, paid-up, right and license to copy, reproduce, prepare derivative works based upon, display, transmit, modify, and otherwise use your Partner Content for its own business purposes in connection with the operation and promotion of the Site and the services and Partner Content offered by Lightstock or otherwise available through the Site. The foregoing license is also sublicensable and transferrable by Lightstock on a royalty-free basis to any of our affiliate organizations or to any successor to our business. If you elect to remove your Partner Content from the Site, then we will stop using that Partner Content for our own business purposes as promptly as is practical. But please keep in mind that depending on the way in which we are using your Partner Content and the media on which it is displayed, it could take time before a particular image or video clip is completely removed from circulation. For example, if we have printed materials with representative content from the Site and your Partner Content appears in such materials, we will continue to use our inventory of those materials until the inventory is exhausted.
You will remain the owner of your Partner Content. We do not expect, nor want, to acquire any ownership right in your Partner Content. Except for the restrictions on use that come with an exclusive license grant to Lightstock, you will be free to use your Partner Content for any purpose without any obligation to inform us or otherwise account to us for that use.
We require that all Partner Content you submit be your original work and that, prior to submitting the Partner Content to us, you secure all required rights, licenses, permissions, waivers and releases required to create such Partner Content and to grant the rights and licenses granted under this Agreement. Without limiting the generality of the foregoing, you agree not to submit any Partner Content or any other material that infringes, misappropriates or violates any law or any patent, trademark, copyright, trade secret, right of privacy, attribution or publicity, moral rights or any other intellectual property or right or any third party.
To the extent that the Partner Content contains images or video of any individual person or any identifiable property or otherwise use images or video, trademarks or other rights of any person or other third party in the Partner Content, you hereby represent and warrant that you have a valid and binding written agreement with such person or party sufficient to grant the rights granted herein. Further, you agree to preserve an original copy of the signed version of such agreement and to immediately provide Lightstock, its licensees and its and their attorneys with a copy of any such agreement upon request.
Lightstock will use commercially reasonable efforts to credit you as the source of Partner Content that you submit and that we display on the Site, using the name on file with us with your Content Partner account.
You will be eligible for royalties if our registered members (“Members”) elect through the Site to license the use of your Partner Content. Your royalty for a particular Member download will be determined based on the following variables:
Our current base royalty rates per eligible fee-based download are as follows:
|Partner Content License||Subscription Download||Pay-As-You-Go Download|
Royalties will be calculated on a monthly basis by multiplying the number of eligible downloads in each Partner-Content-License category by the applicable base royalty rate. You may also qualify for monthly bonus royalty rates based on the total number eligible new Partner Content items that you upload during a calendar month as well as the total number of eligible fee-based downloads by Members during a calendar month.
Our current upload bonus royalty rates are as follows:
|Uploads Threshold to Qualify*||Royalty Rate Bonus Applicable for Downloads of Exclusive Partner Content||Royalty Rate Bonus Applicable for Downloads of Non-Exclusive Partner Content|
|Tier 1: 25 - 99 new items||$0.10||$0.05|
|Tier 2: 100 - 199 new items||$0.25||$0.125|
|Tier 3: 200+ new items||$0.50||$0.25|
* Determined based on total accepted uploads during a calendar month, irrespective of whether the uploads are provided to us under an exclusive or non-exclusive license.
Our current download bonus royalty rates are as follows:
|Member Downloads Threshold to Qualify*||Royalty Rate Bonus Applicable for Downloads of Exclusive Partner Content||Royalty Rate Bonus Applicable for Downloads of Non-Exclusive Partner Content|
|Tier 1: 10 - 49 items||$0.10||$0.05|
|Tier 2: 50 - 199 items||$0.25||$0.125|
|Tier 3: 200+ items||$0.50||$0.25|
* Determined based on total downloads during a calendar month, irrespective of whether the downloads are of Partner Content under an exclusive or non-exclusive license.
Qualification for bonus royalty amounts will be measured each calendar month. If you qualify for a bonus rate based on activity during one month, that bonus rate will apply in the immediately following month and then expire. Bonus rates do not stack, such that, for example, if you upload 150 new items, you will qualify for the Tier 2 bonus rate (rather than a Tier 1 + Tier 2 bonus rate). In other words, your bonus rates will be determined based on the total uploads and downloads during a particular calendar month and will not be additive with the rates from any lower Tier. Bonus rates will, however, be additive for the two categories being tracked, such that you may qualify for both an upload bonus rate and a download bonus rate. For clarity, the maximum aggregate bonus royalty rate for an item under an exclusive license during any month will be $1.00 per eligible download ($0.50 upload bonus rate + $0.50 download bonus rate for downloads = $1.00), and the maximum aggregate bonus rate for an item under a non-exclusive license during any month will be $0.50 per eligible download ($0.25 bonus rate for uploads + $0.25 bonus rate for downloads = $0.50).
In all cases, the bonus rates you qualify for and the actual royalties you are owed will be subject to reduction for the items contemplated below as exceptions to our obligation to pay you royalties.
You acknowledge and agree that we may change our pricing models from time to time, including, but not limited to, the amount of the recurring subscription fees, the pay-as-you-go rate and the effective value per download at the various subscription levels. We may also adopt different pricing models from time to time.
We will pay you any royalties that accrue to your benefit during a particular calendar month on or about the 5th business day of the following month.
To illustrate, if Partner Content you provide to us is licensed through the Site by a Member in January, we will pay the associated royalty to you on or about the 5th business day of February.
We will not pay amounts less than $100 to any Content Partner (other than at the time your Member account is terminated). If you have not accrued royalties of $100 or more in a particular month, we will hold your accrued royalties until you reach that amount, at which time we will pay your accrued royalties on our next scheduled royalty payment date.
There are exceptions to our obligation to pay you royalties and to your eligibility for bonus rates. In particular, you hereby waive any right to royalties and to qualification for bonus rates (1) with respect to Partner Content that is the subject of any allegation of infringement or that has been alleged to violate any third party rights and (2) if you are in breach of this Agreement or any other agreement between you and Lightstock (whether or not this or such other agreement has been terminated). We additionally have the right to “set off” any amounts that you owe to Lightstock or any of our affiliates against any royalties or other amounts that we may owe to you, and royalty payments will be reduced for, and be net of: (i) bad debts or other uncollectible amounts; (ii) legal and other fees incurred by us in enforcing this Agreement or any other agreements between you and Lightstock or any of our affiliates; (iii) taxes or other withholdings required by applicable law; (iv) cancellations or refund of a license where the original sale has been reported to you, including but not limited to where due to a fraudulent transaction; and (v) overpayment of royalties in a prior period.
Royalties will accrue and be paid in United States Dollars and will be paid by direct deposit or other means that we make available, as you may select. You will bear all transaction fees imposed by third parties on royalty payments, and you understand and agree that we may deduct all such fees from payments. If any other payment option selected by you cannot be processed, is reversed, or otherwise cannot be completed, we will hold the applicable amount for an additional 365 days and attempt to contact you at the email address on file with us with your Content Partner account. If you do not provide an alternate address or valid account to which we can send your royalty within such period, then, unless prohibited by applicable law, you hereby relinquish any claim or right to such amounts (on behalf of yourself and any of your creditors or successors in interest thereto) and agree that we may retain, use or otherwise dispose of such funds in any manner as we see fit.
We will determine in our sole discretion where and how to preserve royalties that have accrued, and you agree that to the extent any interest or other appreciation accrues on such amounts while in our possession, we will have the sole right to such interest and appreciation.
You will be solely responsible for the payment of all income and other taxes, levies, tariffs and other government- imposed amounts on all Partner Content provided and royalties accrued under this Agreement. You will accurately and timely report and pay all such amounts to the applicable authority. Further, if and to the extent we request that you provide us with tax information and forms, you agree to do so in a timely manner, and you hereby represent and warrant that all such information will be true, correct and current. If any of such information that you provide us changes, you agree to promptly submit updated information to us in the manner described in the Member accounts page of our Site.
You may receive information from us that is marked as “confidential” or “proprietary” (or similar marking) or that you reasonably should understand to be confidential based on the nature of the information of the circumstances of disclosure, and to the extent you receive any such information, you agree not to use it or disclose it to any other person except as specifically authorized under this Agreement.
You hereby represent and warrant as follows: (i) you have the capacity and authority and right to enter into this Agreement and to grant the rights and licenses granted hereunder and perform the obligations hereunder; (ii) your entering into this Agreement, granting the rights granted and performing the obligations hereunder does not conflict with the terms of any agreement to which you are a party, violate the rights of any third party, violate any law, rule, regulation or order; (iii) all of your Partner Content is an original creation or work of authorship by you, you are the sole and exclusive owner of the Partner Content, and you have not granted any rights or licenses that would conflict with this Agreement; (iv) no Partner Content infringes, misappropriates or violates any copyright, trademark, right of privacy, right of attribution or publicity, moral right or other intellectual property or right of any third party, defames, libels or casts into disrepute in any manner any third party, or is obscene or otherwise inappropriate; (v) no portion of the Partner Content as delivered to Lightstock from time to time, contains any virus, Trojan horse, disabling mechanism or other malware or malicious code; and (vi) all Descriptions will be complete and accurate, and no Partner Content will include false, misleading or inapplicable information or data.
You agree to indemnify, defend and hold Lightstock and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Partner Content (collectively, the “Lightstock Indemnitees”) harmless from and against any and all claims, actions, suits, proceedings, liability, damages, losses, fines, penalties, costs and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) incurred by any Lightstock Indemnitee as a result of or in connection with: (i) any use of the Site under your Content Partner name by any person, whether or not authorized by you; (ii) any breach by you of this Agreement; (iii) the use by any party of Partner Content provided by you or under your Content Partner name; or (iv) any claim that Partner Content infringes, misappropriates or otherwise violates any law or any patent, trademark, copyright, trade secret, right of privacy, attribution or publicity, moral rights or any other intellectual property or other right of any third party.
Lightstock 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 Lightstock's defense of such claim.
Lightstock will use commercially reasonable efforts to assist in the protection of your intellectual property rights, at your request and expense.
This Agreement is effective until terminated. You may terminate this Agreement at any time by giving 30 days written notice to Lightstock at email@example.com. Lightstock may terminate this Agreement for any reason immediately upon notice by e-mail to the address on file with us with your Content Partner account.
We will remove Partner Content from the Site as soon as is practical but not later than 30 days following termination of this Agreement our receipt of your earlier request that we remove particular Partner Content. Notwithstanding termination, Lightstock will have the right to continue licensing Partner Content until it is removed from the Site.
Lightstock will be entitled to retain all amounts owed to you for sufficient time to determine any applicable rights of “set off”.
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 Lightstock pursuant to this Agreement.
The following provisions will survive the expiration or termination of this Agreement: Sections 3, 4, 5, 6, 8, 9 and 11 – 15, as well as such terms and conditions that by their nature would survive.
THE SITE, INCLUDING ANY CONTENT CONTAINED THEREON, IS PROVIDED BY LIGHTSTOCK “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, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. LIGHTSTOCK DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE AVAILABLE AT ALL TIMES OR THAT ANY PARTICULAR CONTENT WILL BE MADE AVAILABLE FOR LICENSE OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE.
IN NO EVENT SHALL LIGHTSTOCK BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS OR ROYALTIES) UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF LIGHTSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
LIGHTSTOCK’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT OF ROYATIES ACTUALLY PAID OR OWED (AFTER NETTING OUT ITEMS CONTEMPLATED BY THIS AGREEMENT) BY LIGHTSTOCK TO YOU DURING THE THREE MONTHS PRIOR TO THE DATE ON WHICH YOUR CLAIM AROSE (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP, AND NOT PER INCIDENT), OR IF NO ROYALTIES HAVE BEEN PAID OR ACCRUED DURING SUCH PERIOD, AN AMOUNT EQUAL TO $10.00.
Texas law will govern this Agreement, as well as any claim, cause of action or dispute that might arise between you and Lightstock, without regard to conflict of law provisions. You agree that in the event of any dispute related to this Agreement, the Site, Partner Content, Lightstock or otherwise in connection with the subject matter of the relationship established by this Agreement or your participation as a Content Partner, the state and federal courts located in Dallas, Texas will have exclusive jurisdiction, and you hereby irrevocably submit to the exclusive jurisdiction of such courts. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.
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 when you register as a Content Partner.
If Lightstock goes to court to enforce any of its rights and is successful in such action, you agree to reimburse Lightstock for its attorneys’ and legal fees and other reasonable costs and expenses incurred in connection with such action.
We may from time to time change the royalty rates that we offer, the timing for payment of accrued royalties, the threshold at which we make payment and the means by which we will make payment. We will inform you of any such changes by sending you an email notification at the email address on file with us with your Content Partner account. A change will not apply with respect to Partner Content that you submit prior our provision of notice of such change for at least 30 days, so that you have an opportunity to evaluate the change and consider whether you want to continue your participation as a Content Partner. If you do not agree to such changed terms, you must notify us the next time you log into your Content Partner account or upon your receipt of the first payment reflecting such changed terms. You can send your notification to us either through your Content Partner account page or by emailing us at firstname.lastname@example.org Your acceptance of payment reflecting the changed terms will signify your agreement to such terms.
We may make other changes to the terms of this Agreement from time to time. Any such other changes will not apply to you until the next time you submit Partner Content or login to your Content Partner account, at which point you will be provided with an opportunity to reject the changed Agreement.
If you reject the changed Agreement or any particular changed terms, then you will deemed to have terminated your participation as a Content Partner in accordance with the “Termination” section above and will not be permitted to submit additional Partner Content. If you do not wish to terminate your Content Partner account, we remind you that you can request that we remove any or all of your Partner Content from the Site at any time by emailing us at email@example.com
If you terminate your Content Partner account or request the removal of particular Partner Content, then the requirements of the “Termination” section above will apply, and we will honor the terms under which you submitted the Partner Content until we successfully remove that Partner Content.
Nothing in this Agreement will be construed to constitute either party as the agent, employee or representative of the other party, and no joint venture or partnership will be created hereby. Neither party will make or have the power or authority to act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.
Lightstock’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.
We reserve the right to modify, update, interrupt, suspend or discontinue any or all of the Site (or any part thereof) at our sole discretion, at any time, for any or no reason, and without notice or liability. You agree that Lightstock shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.
We may provide you with notices, including those regarding changes to this Agreement by email, regular mail or communications through the Site. It is your responsibility to keep your email address current and to set your spam filters to accept emails from us. Any notice that we send to the email address on file in your Content Partner account will be deemed to have been effectively provided even if the email address on file with your account is out-of-date, invalid or you otherwise do not receive or see our email to you.
Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without Lightstock's prior written consent. Lightstock may assign this Agreement to any other party without your consent.
If all or part of any provision of this Agreement is wholly or partially unenforceable, the remaining provisions hereof shall not be affected, and this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof, and 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.
This Agreement is in the English language only, and the English language version shall control in all respects. In the event that this Agreement is translated into another language, such translation shall not be binding upon the parties. All references to money, royalties, fees or currency shall be deemed to be United States Dollars.
This Agreement constitutes the entire agreement between you and Lightstock with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, conversations, discussions and agreements between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.
If you have concerns relating to this Agreement, please contact Lightstock by email at firstname.lastname@example.org or by mail at Lightstock, LLC, 3333 Premier Dr., Plano, TX, 75023.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT.