CONTRIBUTOR LICENSE AGREEMENT
(Last Modified 11/01/2015)
Parties and Definitions
- The following Contributor Agreement (or “Agreement”) constitutes an agreement between you (“you” or “Contributor”) and EditStock. In order to submit any video, audio, documents, media project files, or any other work (collectively, “Content”) for licensing, you must read and agree to the terms herein, after which this Agreement will remain in full force and effect until terminated in accordance with its terms.
- Please read this Agreement carefully. This Agreement limits EditStock’s liability and may substantively affect your rights. We encourage you to print a copy of this Agreement for your records.
Offer of License by Submission
- By submitting Content to EditStock, you are offering EditStock a worldwide, non-exclusive license to the Content pursuant to the terms of this Agreement. If EditStock accepts your offer, EditStock will obtain a non-exclusive license to the accepted Content; however, you will retain full ownership of your Content, and no copyright or title will be transferred. For purposes of clarity, you will retain all right, title, and interest in all Content except to the extent you have granted these rights to EditStock under this Agreement for the purpose of distributing, marketing, and licensing the Content accepted by EditStock.
- You acknowledge and accept that EditStock has the right but not the obligation to sublicense your submitted Content to end users (“Sub-Licensees”) under the terms of the EditStock Terms of Agreement and any other such agreement as you may have authorized EditStock to use, and that Sub-Licensees may make broad use of licensed Content and are under no obligation to inform you or EditStock of any usage thereof. Further, you waive (or have procured a valid and enforceable waiver of) the following “moral rights” relating to the Content: (i) the right to be identified as the author of the Content; and (ii) the right to object to the modification of any Content.
- Once you have agreed to the terms of this Agreement and provided all information as required by EditStock, you may upload, mail in, or deliver Content to the site in accordance with the Contributor guidelines provided by EditStock.
- EditStock has the right but no the obligation to accept or refuse any offered Content at its discretion for any reason, and will notify you of its decision via email. In the event that EditStock refuses your submission, your offer of license will terminate, and EditStock will obtain no rights in the reused Content. In the event that EditStock accepts your submission, the license granted hereunder will become effective.
- EditStock reserves the right to delete, move, refuse to accept or edit any Content that EditStock may determine, in its sole discretion, violates or may violate this Agreement, the law, the intellectual property rights or any other rights of others, or any of EditStock’s policies. You hereby agree to forfeit any fees payable in respect of such violating or illegal Content to EditStock or as it may direct. EditStock shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in it’s sole discretion. You acknowledge that any screening of Content performed by EditStock to determine accepted Content is done as a courtesy only, and EditStock shall have no liability therefore. You acknowledge that EditStock is not providing legal advice, or quality control services to you.
Scope of License
- The license granted hereunder shall further permit EditStock to utilize the Content for purposes of advertising, marketing, and promoting the site (“Promotional Uses”), including but not limited to the use of the Content and derivative works thereof on the site. Such Promotional Uses shall not entitle you to any compensation nor create any additional relationship or responsibilities between you and EditStock. If your relationship with EditStock ends, they may continue to use any marketing material which has already been created using the accepted materials.
- The license granted hereunder shall further permit EditStock to edit, convert, sample, color correct, crop, and otherwise composite the Content, for the purposes of sub-licensing such Content to Sub-Licensees under the terms of this Contributor Agreement.
- You give EditStock the right to use your name and biographical information in connection with the promotion, marketing, or advertising of your Content, you, or EditStock. EditStock will use reasonable efforts to identify you as the creator of the Content, and will advise, but not obligate Sub-licensees to credit you when in the Sub-Licensee’s judgement doing so is appropriate and feasible. Any such credit may include references to EditStock as licensor of the Content.
Pricing and Payment of Contributor's Fees
- The price of the Content shall be set by EditStock. EditStock will make best efforts to sell Content at the price set, but shall not be held liable for any errors or omissions that result in the sale of Content for a price other than the price set.
- EditStock shall pay you thirty percent (30%) of the license fees received from Sub-Licensees for your Content and derivative works thereof licensed to such Sub-Licensees (“Contributor’s Fees”). EditStock will pay you on or about the 15th of each calendar month for Contributor’s Fees accrued prior to the last day of the previous month. At EditStock’s sole discretion, EditStock may make payment to you including Contributor’s Fee’s accrued through the 15th, however such early payments shall have no precedential value, and EditStock may change any early payment policy at any time.
- In all cases, payment of Contributor’s Fees will be net of: (i) 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; (iv) where purchases or licenses are by other than the credit system, fees payable to financial institutions for the processing of any credit card, debit card, e-check or alternative payment method; (v) refunded payments for Content and (vi) any amounts owing by you to EditStock under this Agreement or otherwise. Without limiting the generality of the foregoing, EditStock is entitled to set-off against any amount owing to you, all amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity under this Agreement.
- Editstock makes no minimum guarantee to the amount of commissions sold through its services.
- In order for a contributor to collect any commission a 1099 must be filled out, signed and returned to EditStock.
- Along with your contributor commission you will receive a statement describing the type of sales made and the amount of your commission.
- The commission will be calculated based on the actual amount collected from the customer, and does not include and future promised amounts from customers.
- If your media is bundled with services (like our feedback service) you will only receive commission based on the sale value of your media. You will not earn commission on the service.
Clearances, Indemnification and Warranties
- Each party represents and warrants that it has full power and authority to enter into this Agreement and carry out its obligations hereunder.
- You represent and warrant that:
- the information provided to EditStock in connection with your submission is true and correct;
- you have sufficient rights in the Content to grant to EditStock the license contained in this Agreement, including but not limited to any necessary approval, consent, authorization, clearance, release, or license of any third party.
- no portion of the Content as delivered to EditStock contains any disabling mechanism or protection feature designed to prevent its use, copy 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 site 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 site in any way;
- 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 will not include false, misleading or inapplicable metadata, including metadata intended to or which has the effect or keyword “doping” or improperly altering search results that would otherwise be applicable to such Content; and
- The Content delivered to EditStock 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.
- It is your responsibility to obtain all clearances and releases, including but not limited to property and actor releases, musician and vocalist releases, master use and synchronization licenses, any any other releases necessary for the grant of license contained in this Agreement and for the subsequent use by Sub-Licensees of your Content pursuant to EditStock’s Royalty Free License.
- You agree to indemnify, defend and hold EditStock and its affiliates and their respective directors, officers, employees, shareholders, agents and licensees of Content harmless from and against any and all claims, liability, losses, costs, and expenses (including reasonable legal fees) incurred by EditStock arising out of the Content or its use, including but not limited to claims resulting from: (i) any use or alleged use of the Site or provision of Content under your Member Name by any person, whether or not authorized by you; (ii) any communications made or Content uploaded under your member name; (iii) any breach by you of this Agreement.
Term and Termination
- EditStock reserves the right to modify this Agreement from time to time, and will notify you by email at the email address you have provided upon modification at least one (1) week in advance of any such modification. You shall have the right to opt out of the modified Agreement during this notice period.
- EditStock may terminate this Agreement in connection with any specific Content (the “Terminated Content”) at any time by providing you with written notice including; (i) a statement of its intent to terminate; (ii) the effective date of such termination; and (iii) an identification of the Terminated Content. EditStock will remove from the Site and Terminated Content no later than the effective date of termination. Notwithstanding the foregoing, any licenses granted by EditStock to any Sub-Licensee in the Terminated Content Under this Agreement shall remain in full force and effect after the effective date of termination, such termination affecting only EditStock’s prospective rights to sublicense the Terminated Content under this Agreement.
- You may terminate the license granted hereunder in connection with any Content upon no less than (1) days notice of EditStock of your intent to terminate. Such notice must be communicated by email to Misha@editstock.com or such other means of written notice acceptable to EditStock which enables confirmation of your identity and your intention to terminate. Upon the effective date of such termination, EditStock will cease offering terminated Content to Sub-licensees. EditStock may continue to utilize the terminated Content for purposes of advertising, marketing and promoting the Site, including but not limited to use of the Content and derivative works thereof on the Site, for a period of (1) year from the effective date of such termination. Your termination of license granted to EditStock hereunder shall not act to terminate any sublicensees granted to Sub-Licensees under the terms of EditStock’s Royalty Free License prior to the effective date of such termination, such Sub-Licenses to continue in perpetuity.
- Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) 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 (ii) makes an assignment for the benefit of creditors, or (iii) 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 statue of any jurisdiction, any of which shall remain in force for a period of thirty (30( days or more, or (iv) is adjudicated insolvent or bankrupt.
- If either party alleges that the other is a breach of this Agreement, the other party shall have (30) days to cure such breach if the breach is capable of remedy, and if not cured, the non-breaching party may terminate immediately.
Disclaimer of Warranties
- THE SITE, INCLUDING ALL CONTENT AND SERVICES PROVIDED THEREIN, ARE PROVIDED BY EDITSTOCK ON AN “AS IS” BASIS, 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, TITLE AND NON-INFRINGEMENT.
- EDITSTOCK DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT OR SERVICES PROVIDED THEREIN WILL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, SECURE, FREE OF VIRUSES OR SIMILAR CONTAMINATION, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE SITE WILL BE ACCURATE; OR THAT USERS WILL PERFORM THEIR OBLIGATIONS AS PROMISED.
Limitation of Liability
- YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. YOU AGREE THAT EDITSTOCK IS NOT LIABLE FOR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED OT THE SITE AND YOU ARE REQUIRED TO MAINTAIN YOUR OWN BACKUP FILES FOR ANY CONTENT SUBMITTED TO EDITSTOCK.
- IN NO EVENT SHALL EDITSTOCK OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS 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 FO THE SITE, THE CONENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF EDITSTOCK 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, EDITSTOCK’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO EDITSTOCK’S SHARE OF THE FEES COLLECTED BY EDITSTOCK FOR THE CONTENT THAT IS 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 EDITSTOCK OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT OF THE LAW
- Relationship of the parties - The parties to this Agreement are independent contractors, and nothing in this Agreement shall create a joint venture, partnership, employment relationship, franchise relationship or taxable entity between the parties.
- Notification - Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivering by hand, by email or by a nationally recognized overnight courier service (if you are sending such notice from the United States), or registered or certified mail, addresses to the receiving party at the address indicated below. Such notice shall be deemed to have been given on the date delivered by hand or by email, and (1) business day after deposit with an overnight courier service, if applicable, and three (3) business days after being deposited in the United States mail or seven (7) days after being deposited in the mail of any foreign country. To: EditStock, 5020 Coldwater Canyon Apt 206, Sherman Oaks, CA 91423. Any notifications to you will be by email or by mail at the address provided by you.
- Entire Agreement - This Agreement embodies the parties’ entire agreement and supersedes any prior agreement, express or implied, written or oral, with respect to its subject matter. No modification, deletion, amendment, of any provision is binding unless in writing signed by each party’s authorized representative.
- No Waiver - No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement.
- Severability - If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall be enforceable to the fullest extent permitted by law.
- Jurisdiction and Choice of Law - This Agreement shall be construed in accordance with the laws of the State of California without regard to its choice of law provisions. The parties hereby consent to the jurisdiction of the state and federal courts of the State of California, located in the city of Los Angeles.
- Construction - Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the neuter gender shall include the feminine and masculine genders and vice versa. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions.
- Successors and Assigns - All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.