This Contributor Agreement is being offered to you ("you", "photographer" or "Contributor") as a registered user of the Website by HappyHippo Retail Private Limited, ("Company") to license Selected Images on this website . By clicking the Submit button and submitting Images to the website www.thewildprints.com, the Company, you agree to the below terms, and agree to permit Company to market, distribute and license Selected Images on a worldwide basis onwww.thewildprints.com ("The Wild Prints").
SUBMISSIONOF THE IMAGES
- Images uploaded/submitted by any Contributor after registration on the Website (hereinafter referred to as "Selected Images"), and those Images shall be subject to the terms of this Agreement. These Images may be submitted for licensing and you hereby agree to sign any releases that may be necessary in furtherance of such submission and assignment of the Images.
- Company will request any Distributor to remove such Selected Images, but Company shall not be responsible if a Distributor fails to remove Selected Images after receiving written notice from Company requesting removal. In addition, Company may remove SelectedImages based on marketability, failing to comply with submission guidelines or for any reason at its solediscretion. Any Selected Image license granted issued prior to removal or termination of this Agreement shallremain valid in accordance with the terms of the Company's applicable Commercial License Agreement. The same has to be done by you from your account.
- The Contributor shall retain the ownership and copyright in the Selected Images and Selected Images shall not be considered assets of the Company in the event of a voluntary or involuntary bankruptcy. While the Company takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, Company has no obligation to pursue legal action against any alleged infringer of any rights in and to any Selected Images.
CREDIT AND MORAL RIGHTS
The Contributor acknowledges that customers may not credit the Contributor as the owner of the Selected Images licensed by Company and Company may be associated with Images as the source of the collection of Images so long as customers comply with Company's applicable Commercial License Agreement. In addition, metadata may be altered, removed, added to, without any liability to the Company, its Distributors or customers. Contributor specifically waives any moral rights (and any similar rights) with respect to the Selected Images to the extent permitted by law, and if no waiver is permitted, Contributor agrees not to enforce the right against Company, its Distributors and their customers.
GRANT OF RIGHTS BY THE CONTRIBUTOR
- Subject to this Agreement, Contributor grants Company -a non-exclusive license to market, sell and distribute Selected Images throughout the world, either itself or through using the service of Distributors, and to reproduce, distribute, publish, transmit, broadcast, display, exhibit, adapt, crop, modify, recast or enhance, any Selected Image, alone or in combination with any other material, in any media or embodiment, now known or later developed, for any lawful purpose, including the right to distribute and sell Consumer Products.
- Contributor may use any Selected Image or anything similar submitted for personal, non-commercial purposes, such as portfolio, exhibition, single photographer publication, fine art prints, personal website and self-promotion, but Contributor must refer any licensing requests for Selected Images.
- During the term of this Agreement, Contributor grants Company and its Distributors, the right, but not the obligation, to use Contributor's name, trademarks and trade names and the right to reproduce, display, transmit, broadcast and adapt any Selected Image to promote, advertise and market the Company, and its Distributors; and Contributor agrees that no compensation or further consent is required for such use. Images submitted by You on the Website can be used for marketing purposed by the Website brand name across various media such as books and brochures, but not just limited to social media. Additionally, the rights granted herein will include the right to use Selected Images as necessary to test or evaluate any technologies, systems, or processes that Company or its Distributors may use to fulfill its obligations and exercise any rights granted under this Agreement.
- Provided Contributor has elected to grant Company non-exclusive rights in then the Contributor grants Company the non-exclusive right, at its expense, to determine in its sole and reasonable discretion, without obligation, if and when any Legal Action shall be pursued with regard to the Selected Images, and to defend claims and counterclaims related to the Selected Images. Company shall have complete discretion regarding its choice of attorney in any legal actions. Any settlement or resolution of a Legal Action shall not be subject to Contributor's prior approval; however Company shall not enter into any settlement or resolution that shall impair Contributor's ownership or copyright in the Selected Images. Contributor agrees to cooperate with Company in any legal action, providing, if requested, all reasonable assistance to Company. Contributor agrees to be named in and being joined in as a party to any proceeding in connection with any legal action or defense of any legal claim. If Company declines to bring a legal action, Contributor retains the right to bring an action in its own name, at its own expense. In the event of any recovery by Contributor in its own legal action involving a Selected Image, whether through settlement, adjudication or otherwise, Contributor shall pay Company the same percentage as Company would receive under this agreement after payment of all reasonable costs, expenses, expert witness fees and attorneys' fees.
- The Company shall have complete and sole discretion regarding the terms, conditions and pricing of Selected Images licensed to customers without the need for any consultation with Contributor. However for premium accounts, the company does allow the contributor to add additional margins as top-up fees for which the contributor will have to pay an operational fees/commission to the company. Company and its Distributors may enter into licensing arrangements for a quantity of Images, and may need to calculate royalties based on a ratio of Contributor Images licensed to the total number of Images licensed.
Contributor represents and warrants to Company that:
- Contributor, if an individual, is at least 18 years of age, and has the full power and authority to enter into this Agreement and perform its obligations hereunder;
- Contributor is the sole and exclusive owner (including copyright) in the Selected Images, or is the authorized representative of the applicable copyright owner(s) of the Selected Images;
the Selected Images:
- are original and do not infringe on, violate or misappropriate any third party copyright, trademark, rights of privacy, publicity, moral rights;
- do not defame any third party;
- are not pornographic or obscene;
- do not violate any other third party right or applicable law or regulation;
- Contributor has not granted to any third party any rights or interest in any Selected Image that conflicts with any of the rights granted to Company under this Agreement;
- any caption information, keywords, metadata, copyright management information or other information submitted with the Selected Images is relevant, accurate and complete, and does not contain false or misleading information, and it complies with Company's applicable submission guidelines;
- a valid Release, either model/and or property, has been obtained where necessary and appropriate for each Selected Image and Company may use such Selected Images without obtaining any additional consents or permissions or the payment of additional fees to any third parties;
- the Selected Images contain no viruses, spyware, Trojan horses, time bombs, or other similar harmful or deleterious programming routines or code; and
- by entering into this Agreement, Contributor is not violating any agreement with any third party.
- This Agreement shall continue in effect until terminated by either party after which the account shall be closed.The onus of termination of the account online on the website rests with the contributor.
- In addition, either party may terminate immediately by giving the other party written notice of termination, if theother party fails to cure any breach of or default under this Agreement within thirty (30) days after it receiveswritten notice of such breach or default. Either party may terminate this Agreement immediately if the otherparty becomes insolvent, or is subject to bankruptcy proceedings.
- Subject to this Agreement, upon termination of this Agreement Company will removeContributor's Selected Images from the Website within sixty (60) days, and will inform its Distributors toremove the Selected Images provided; however, Company (and Distributors) may retain digital copies ofSelected Images for archival and record-keeping purposes. The onus of closure of the account online on the website rests with the contributor.
- Company will continue to make payments due to you in accordance with this Agreement.
- The Contributor shall indemnify and hold harmless the Website, his affiliates, and his agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, under this Agreement.The extent of indemnification will cover all operational cost arising out of the above and time costs of the management. The company and website will have the sole discretion on the amount.
- Provided Contributor is not otherwise in breach of this Agreement, Contributor's sole and exclusive remedy for any breach of the representations and warranties, The Wild Prints shall defend, indemnify and hold harmless Contributor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual lawsuit or legal proceeding alleging that The Wild Prints is in breach of its warranties set forth in this Agreement. No other indemnification is offered by The Wild Prints under this Agreement.
Except with respect to the parties' indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.
DISCLAIMER OF WARRANTY
The warranties contained herein are the only warranties made by the parties hereunder. Each party makes no other warranty, whether express or implied, and expressly excludes and disclaims all other warranties and representations of any kind, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
- Entire Agreement:This Agreement, and any appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
- Amendments:This Agreement may be amended only by written agreement duly executed by an authorized representative of each party (email is acceptable).
- Severability: If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
- No Waiver: A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
- Dispute Resolution: The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally. In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings will be held in chennai, India and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings.
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India, without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of chennai, India, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper.
Notwithstanding the Governing Law provision in this Clause, nothing herein shall be construed in a manner so as to cause prejudice to the rights of the Client in any manner.
- Headings:The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.