Contributor Licence Agreement

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  2. Contributor Licence Agreement

  1. 1. Overview

    1. This Contributor Licence Agreement (this “Agreement”) is entered into between you, the Contributor, and Atiigo Media Inc. (which is doing business as and is referred to herein as “Arctic Stock”).  This Agreement governs the legal relationship between you and Arctic Stock, outlines the rights and permissions you are granting to Arctic Stock in any photographs, images, vectors, moving images, animations, films, videos, visual works or other content together with any associated keywords, metadata and/or titles (“Stock Media”) which you submit to Arctic Stock and the compensation available for the use of Stock Media by Arctic Stock’s Customers, as set out in the Royalty Fee Schedule (see Pricing) which is hereby incorporated as part of this Agreement.
    2. This Agreement governs any Stock Media you submit to Arctic Stock through the website at www.arcticstock.ca (the “Arctic Stock Website”) or through other means.

  2. 2. Arctic Stock’s Services

    1. Arctic Stock operates a content licensing service (the “Service”). Any person (a “Customer”) who pays a licence fee may receive and use the Stock Media you submit in accordance with the Arctic Stock Customer Agreement. You (the “Contributor”), may choose to submit Stock Media to Arctic Stock in exchange for a royalty payment which is contingent on the use of the Stock Media by Customers.
    2. By submitting any Stock Media to Arctic Stock, you grant to Arctic Stock a worldwide, non-exclusive right and licence to sell, distribute, advertise, market, copy, reproduce, publicly display, sublicense, communicate to the public, and create derivative works incorporating the Stock Media submitted by you and accepted by Arctic Stock.
    3. The copyrights in all Stock Media submitted by you belong to you. Nothing in this Agreement shall be taken to transfer any copyrights to Arctic Stock. Should derivative works be created based on or incorporating the Stock Media, all rights in the Stock Media shall continue to be owned by the Contributors.
    4. By submitting Stock Media, you expressly waive any moral rights that you have in the Stock Media.  Customers of Arctic Stock may be required to provide credit to you and/or to Arctic Stock as the author or source of the Stock Media under certain conditions. Arctic Stock cannot guarantee such credit and Arctic Stock will not be held liable if such credit is not provided.
    5. By submitting Stock Media, you grant Arctic Stock permission to add, modify or remove information, including without limitation, metadata, keywords, or associated titles, related to your Stock Media in order to manage and license the Stock Media.
    6. By submitting Stock Media, you grant Arctic Stock a worldwide, non-exclusive right, which is not an obligation, to use your name and Stock Media in marketing, advertising and promoting the Stock Media and the Arctic Stock Website without any compensation to you.
    7. Arctic Stock shall have the right, which is not an obligation, to license all Stock Media to its Customers for use in accordance with Arctic Stock’s Customer Agreement and any other licence agreements detailed below that may be entered into between Arctic Stock and its Customers.
    8. By submitting Stock Media, you expressly consent to the Arctic Stock Privacy Policy, which is incorporated by reference.

  3. 3. Licences

    1. Complimentary Licence: means any limited licence granted by Arctic Stock to a Customer on a no fee basis for internal test or placeholder purposes only, for up to one month from the date the Stock Media is received or downloaded by the Customer. Complimentary Licences will be granted only for low-resolution Stock Media which are marked with an Arctic Stock watermark or other indication of the limited Complimentary Licence.
    2. Royalty Free Licence: means any licence granted by Arctic Stock during the period of this Agreement in respect of any Stock Media designated by the Contributor as Royalty Free.  Royalty Free Stock Media may be licensed to Arctic Stock’s Customers without limitations, for example, on the medium, industry, print run, purpose of use, or number of users.
    3. Rights Managed Licence: means any licence granted by Arctic Stock during the period of this Agreement in respect of any Stock Media designated by the Contributor as Rights Managed. Licence fees and royalty payments for Rights Managed Stock Media will be set by Arctic Stock based on file size, medium, industry, print run, purpose of use, number of users, or other criteria, including but not limited to the criteria referred to in the Royalty Fee Schedule (see Pricing).
    4. Premium and Standard Licence Fees: Royalty Free Licences and Rights Managed Licences may be granted by Arctic Stock on a Standard Licence Fee or Premium Licence Fee basis as designated by the Contributor and as approved by Arctic Stock. Approval for a Premium or Standard Fee will be determined by Arctic Stock, at its sole discretion, based on aesthetic appeal, subject matter, and technical quality as well as any other criteria set out in the Royalty Fee Schedule (see Pricing).
    5. Arctic Stock reserves the right to grant additional licences and provide additional royalty payments for Stock Media including granting enhanced licences to permit broader use of Stock Media as defined in the Royalty Fee Schedule (see Pricing) or as negotiated by Arctic Stock on a case by case basis. The Royalty Fee Schedule may be amended in accordance with the terms of this Agreement with notice to you.

  4. 4. Stock Media – Submission, Acceptance and Withdrawal

    1. You must assign a licence type, as listed in the Royalty Fee Schedule (see Pricing), to each Stock Media you submit. For greater certainty, identical Stock Media cannot be submitted for licensing as both Royalty Free and Rights Managed.  All Stock Media is subject to the grant of a Complimentary Licence by Arctic Stock.
    2. You accept that you are solely and exclusively responsible for all Stock Media that you submit to Arctic Stock. Any Stock Media submitted must comply with Arctic Stock’s technical, quality, content, format and other criteria as set out by Arctic Stock at the time of your submission. Arctic Stock and third parties acting on Arctic Stock’s behalf, have the right to reject any Stock Media which does not comply with any of these criteria or for any other reason at Arctic Stock’s sole discretion.
    3. You agree that you will not embed any watermark or copyright notice into your Stock Media. Arctic Stock may include its own watermark or copyright notice when the Stock Media is accepted or licensed to Customers.
    4. Arctic Stock reserves the right to accept or reject any Stock Media submission at its sole discretion, and to reject any previously accepted Stock Media from a Contributor at any time for any reason, including but not limited to:
      • Arctic Stock’s belief that the submission of the Stock Media does or would subject Arctic Stock to legal liability due to fraud, intellectual property infringement, or the violation of rights of third parties
      • the submission of the Stock Media violates the terms of this Agreement;
      • the breach by a Contributor of any agreement with Arctic Stock including this Agreement; or
      • the Stock Media may reasonably be seen as defamatory, obscene, or violent.
    5. In addition to your rights to terminate the Agreement, you may withdraw any previously submitted Stock Media to Arctic Stock upon two months prior written notice to Arctic Stock. Arctic Stock will take all reasonable steps to make unavailable for licensing any Stock Media which has been withdrawn within one month of the receipt of such notice.
    6. Any Licence granted in respect of Stock Media that is subsequently withdrawn will remain in full force and effect under the terms of that Licence.
    7. You hereby agree that following withdrawal of any Stock Media previously submitted to Arctic Stock, you will not enter into any agreement which conflicts with any existing Licences granted by Arctic Stock under this Agreement.

  5. 5. Releases for Models and Property

    1. By submitting Stock Media to Arctic Stock, you agree to obtain valid, accurate, and legally binding Releases for all Stock Media you submit to Arctic Stock that contains an identifiable face, an identifiable person, other identifiable attribute, or property. Arctic Stock reserves the right to reject Stock Media containing an image or images of an identifiable person or property if a valid Release is not obtained or provided to Arctic Stock upon request. Releases must be obtained in accordance with the Model Release and Property Release forms provided to you by Arctic Stock or in accordance with a similar and acceptable Model Release or Property Release forms, as determined by Arctic Stock.
    2. You will not submit Stock Media that contains copyrighted materials, including but not limited to artwork, music, architecture or photographs, or that displays trademarks, without also submitting the appropriate Release from the copyright and/or trademark owner. You must have permission to incorporate any material owned or controlled by a party other than you into any Stock Media submitted by you to Arctic Stock.
    3. You agree to be solely responsible for keeping complete and accurate records related to Releases including all original Releases, where applicable.
    4. The provision of falsified, inaccurate or otherwise defective Releases or any failure to obtain any necessary Release constitutes a material breach of this Agreement and may result in the immediate termination this Agreement.
    5. You agree that Arctic Stock may disclose copies of Releases to its Customers as necessary including, without limitation, to comply with applicable laws and regulations or to respond to potential or actual legal proceedings.
    6. Arctic Stock reserves the right to request additional information regarding the Stock Media including but not limited to information related to the date, time and location of the creation of the Stock Media, equipment used to create the Stock Media, or persons appearing or involved in the creation of the Stock Media.

  6. 6. Contributor’s Warranties

    You warrant that:

    1. At the time you enter into this Agreement, you have provided Arctic Stock with full and accurate information including your full legal name and contact information at which any notice required under this Agreement will be delivered.
    2. You are the copyright owner or have the authority of the copyright owner to enter into this Agreement. You or the copyright owner owns all rights in the Stock Media, free from any third party rights, liens, security interests, or otherwise, throughout the world.
    3. The Stock Media does not infringe upon any third party copyright, trademark, moral right or other intellectual property rights.
    4. Any grant of a Licence by Arctic Stock shall not infringe the rights of any third party including, but not limited to infringement of copyright, trademarks, moral rights, privacy rights, image rights, rights of publicity, and defamation.
    5. You hold all permissions needed for the exploitation by third parties of the Stock Media including, but not limited to Releases from any person, subject or owners of property depicted in the Stock Media, and/or persons on whose behalf the Stock Media may have been created.
    6. The Stock Media was not created in violation of any law or in a location where the creation of images, video, or other media for commercial gain is forbidden.
    7. The Stock Media is not in the Public Domain.

  7. 7. Arctic Stock’s Obligations, Warranties and Royalty Payments

    1. Arctic Stock agrees to take all reasonable commercial efforts to grant licences in respect of the Stock Media and to obtain reasonable licence fees.
    2. Arctic Stock offers Customers licences in accordance with the Royalty Fee Schedule (see Pricing). Arctic Stock may offer custom pricing to a Customer that varies from the Royalty Fee Schedule for reasons including but not limited to for bulk orders of Stock Media, for promotional reasons, to acquire new Customers, or to stimulate licence purchases from existing Customers.
    3. Arctic Stock will pay you a royalty for each unique licence purchased for your Stock Media for which Arctic Stock receives payment. The current royalty rates for Contributors are set forth in the Royalty Fee Schedule (see Pricing).
    4. Royalty payments and accompanying statements will be issued monthly for the royalties earned in the previous month. Royalties will be paid in Canadian dollars by cheque, money order, electronic transfer, online payment processing services, or by any other means at Arctic Stock’s sole discretion. Royalties will be paid automatically and do not need to be requested. Arctic Stock reserves the right to charge a processing fee for payments below a specified threshold.
    5. Subject to the terms of this Agreement, Arctic Stock reserves the right to modify the royalty rate and/or payment schedule. Royalties earned will be paid at the royalty rate in effect at the time the royalties were earned.
    6. Royalty statements may, but are not required to, include an identification of the licence or licences granted, the terms and/or numbers of licences, a record of licence fees received, and any other information as Arctic Stock may decide.
    7. Contributors voluntarily terminating this Agreement may request payment of all accrued royalties in accordance with the terms of this Agreement.
    8. Contributors who breach this Agreement, in addition to liability for any other remedies Arctic Stock may be entitled to, hereby forfeit, as liquidated damages to Arctic Stock, any royalties otherwise payable.
    9. In the event you are paid royalties in respect of a licence purchase and Arctic Stock subsequently issues a refund to the Customer who purchased that licence, Arctic Stock reserves the right to deduct royalties allocated to such refunded purchases from your existing or future royalty payments. Credit card chargebacks will be treated in the same manner as refunded royalties.
    10. Arctic Stock reserves the right to deduct from your accrued, but unpaid royalties the amount of any overpayment of royalties to you, or to demand the immediate repayment of such overpayment of royalties or other compensation, at Arctic Stock’s election.
    11. If you are a non-resident of Canada, and your Stock Media includes certain types of video that has been licensed for use or reproduction in connection with Canadian television (other than for use solely for news programs), Arctic Stock may withhold a percentage of Contributor’s royalties and remit the withholdings to the Canadian Revenue Agency (CRA). The rate of withholding taxes will depend on the country where Contributor is registered and whether or not an applicable tax treaty exists between Canada and Contributor’s country of registration.

  8. 8. Copyright Infringement

    1. Where Arctic Stock has licensed Stock Media to one of its Customers, you agree that you will not contact the Customer for any reason pertaining to that licence or the use of the Stock Media. In relation to any alleged copyright infringements, you agree to contact Arctic Stock to ensure there is no applicable licence before contacting the Customer or user of the Stock Media. You agree not to contact the Customer of the Stock Media if Arctic Stock advises you that there is an applicable Licence granted in respect of the Stock Media.
    2. You shall not proceed with legal action against any alleged infringer without notice to and the express written consent from Arctic Stock.
    3. Arctic Stock has the right, which is not an obligation, in its sole discretion, to take any actions including pursuing legal action against any alleged infringer to protect its rights in the Stock Media.

  9. 9. Arctic Stock’s Intellectual Property and Confidential Information

    1. Arctic Stock’s Intellectual Property (IP) refers to all of Arctic Stock’s trade names, domain names and trademarks which include ATIIGO, ARCTIC STOCK, or arcticstock.ca, and copyright in the Arctic Stock Website and any Release, agreement, guideline, or other website provided by or on behalf of Arctic Stock.  You agree not to challenge the validity or use of Arctic Stock’s IP.  You acknowledge that this Agreement does not grant you any rights of ownership or any permission to use Arctic Stock’s IP without the prior written consent of Arctic Stock.
    2. You agree that you will not use any of Arctic Stock’s IP, or any trademarks, trade names or domain names confusingly similar to Arctic Stock’s IP, to advertise or promote any of your Stock Media, or as part of any trademark, trade name, social media handle, meta tag, keyword, or business name, without the prior written consent of Arctic Stock.
    3. You agree that you will maintain in trust and strict confidence any and all confidential information including but not limited to royalty rates, royalty payments and earnings data (“Confidential Information”) communicated or made available to you pursuant to this Agreement. You acknowledge that such Confidential Information encompasses valuable trade secrets which are proprietary to Arctic Stock. Upon termination of this Agreement for any reason, you will make no further use of any Confidential information received from Arctic Stock and you will destroy, return to Arctic Stock or keep such Confidential Information secret and in trust for Arctic Stock. You shall not use or disclose such Confidential Information without Arctic Stock’s prior written consent.

  10. 10. Indemnification

    1. You agree to indemnify and hold harmless Arctic Stock, its subsidiaries, affiliates, directors, officers, employees and agents from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable lawyers’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or resulting from any negligence, willful misconduct, or breach of this Agreement by you.
    2. Arctic Stock shall indemnify and hold you harmless from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable lawyers’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or resulting from any negligence, willful misconduct or breach of this Agreement by Arctic Stock.
    3. All indemnification obligations in this Agreement are conditioned upon the party seeking indemnification promptly notifying the indemnifying party of any claim or liability of which the party seeking indemnification becomes aware (including a copy of any related claim, summons, notice or other instrument), cooperating with the indemnifying party in the defense of any such claim or liability (at the indemnifying party’s expense), and not compromising or settling any claim or liability without prior written consent of the indemnifying party.
    4. This clause shall survive the termination of this Agreement.

  11. 11. Limitation of Liability

    1. Arctic Stock’s liability for negligence or breach of any provision of this Agreement shall be limited to the total of any royalties paid to the Contributor under this Agreement.
    2. Notwithstanding any other provision of this Agreement, Arctic Stock shall not be liable for any consequential, indirect, or incidental damages, including, but not limited to, loss of use, income, profits, financing or reputation, arising out of, or related to, this Agreement or arising from the submission or use of your Stock Media or the termination of this Agreement.

  12. 12. Term and Termination

    1. Unless otherwise terminated in accordance with this section, this Agreement shall be in force until terminated by you or by Arctic Stock.
    2. This Agreement may be terminated by you effective:
      • two months from the receipt of notice of termination sent by you to Arctic Stock; or
      • one month from the receipt of notice to of termination sent by you to Arctic Stock if Arctic Stock amends the material terms of this Agreement without prior notice to you.
    3. This Agreement may be terminated by Arctic Stock effective:
      • two months prior written notice to you at any time and for any reason; or
      • one month prior written notice to you if:
        • Arctic Stock ceases to provide Licences in accordance with the terms of this Agreement;
        • you breach any term of this Agreement and which breach is not capable of reasonable remedy; or
        • you enter into insolvent liquidation or are declared bankrupt, or a receiver is appointed in respect of all or part of your assets.
    4. On termination, Arctic Stock shall remove from its systems any Stock Media in respect of which this Agreement has been terminated and account to you for any outstanding royalties in respect of Licences granted before termination of this Agreement.
    5. Termination of this Agreement shall not prejudice the terms or conditions of any Licences granted prior to termination, or any Licences for which Arctic Stock has properly entered into negotiations with any third party prior to receiving a written notice of termination.
    6. Arctic Stock shall not return to you any data of any kind relating to Stock Media including without limitation, copies of Stock Media itself.
    7. You hereby agree that following termination of this Agreement, you will not enter into any licence or assignment in respect of Stock Media submitted to Arctic Stock which conflicts with any existing Licences granted by Arctic Stock during the term of this Agreement.

  13. 13. Notices

    1. Any notice or other communication required or permitted to be given hereunder shall be in writing and may be sent by email, facsimile, or mail. Notice shall be deemed to have been received two business days after the postmarked date thereof if the notice is sent by mail. If faxed or emailed, notice shall be deemed to have been received on the next business day following dispatch and acknowledgment of receipt by the recipient’s fax machine or email server.
    2. You are responsible for ensuring your contact information with Arctic Stock is accurate and up-to-date.

  14. 14. Miscellaneous

    1. The relationship of the parties is that of licensor and licensee. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
    2. This Agreement may be modified or amended without notice to you. Notice of any material changes to this Agreement may be given to you at least one month before these changes are effective.
    3. The terms of this Agreement shall be governed and construed in accordance with the applicable laws of Nunavut and Canada. The parties attorn to the jurisdiction of the Courts of Nunavut and the Federal Court of Canada in respect of the resolution of any dispute arising hereunder, should it become necessary.
    4. This Agreement shall be binding on and inure to the benefit of all successors and assigns of the Parties.
    5. Any waiver by either Party of any default or breach under this Agreement shall not constitute a waiver of any other provision of this Agreement or of any subsequent default or breach of the same or of a different kind.
    6. In the event of a dispute between the Parties hereunder, the Parties shall first attempt to amicably resolve the dispute on a reasonable basis including providing a three month period to correct any breach(es) identified prior to terminating this Agreement or pursuing any action in court.
    7. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, such provision is fully severable and the remaining provisions of this Agreement shall remain in full force and effect.
    8. These written terms embody the entire Agreement between the Parties and supersede any and all prior understandings, arrangements and/or agreements, whether written or oral.

 

BY ACCEPTING THIS AGREEMENT, YOU WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE, AND HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO FULLY PERFORM THE OBLIGATIONS UNDER THIS AGREEMENT. BY CONTRIBUTING ANY STOCK MEDIA, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

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