This Contributor Agreement ("Agreement") is being offered to you ("you") by Scopio Technologies, Inc ("Scopio"), a platform that offers selected photos and videos ("Content") to the media ("Service"). By accepting this Agreement and submitting your Content to Scopio, you agree to the below terms, and agree to permit Scopio to market, distribute and license your Content.
If you receive notice from Scopio that it has selected your Content for its Service, you will be asked to submit the Content subject to this Agreement and any submission guidelines provided by Scopio. Once your Content is selected, any additional Content submitted by you will be subject to the terms of this Agreement and any updated versions of it. Scopio may subsequently remove your Content from the Service based on marketability, your failure to comply with submission guidelines, or for any legal reasons.
You will retain complete ownership of your Content, including copyright and other intellectual property rights, except that you agree to specifically waive any moral rights (such as the right to attribution and the right to prevent modification or destruction of your work) with respect to your Content to the extent permitted by law. If no waiver is permitted, you agree not to enforce the right against Scopio, its Distributors, or customers. Scopio agrees to take commercially reasonable steps to ensure that your rights are not violated, however Scopio has no obligation to pursue legal action against an alleged infringer of your rights or to police for instances of infringement.
You grant Scopio non-exclusive permission to: (a) market, sell, and distribute your Content throughout the world, and to work with affiliates, distributors, or marketing entities ("Distributors") for the same, and (b) to permit third parties to reproduce, distribute, publish, transmit, broadcast, display, exhibit, adapt, crop, or modify (each a "use") the Content, alone or in combination with any other material, in any media now known or later developed, for any lawful purpose. The right to adapt, crop, or modify the Content is limited to minor cropping and other changes that do not alter the integrity of the Content. In addition, you grant Scopio and its Distributors permission, but not the obligation, to use your name and Content to promote, advertise, and market Scopio and its Distributors in any media, without further compensation. Scopio and its Distributors have complete and sole discretion regarding the terms, conditions, and pricing of Content provided to its customers.
When customers use your Content, Scopio will compensate you on a quarterly basis by making payments to you through your selected payment method. In calculating compensation, Scopio in its sole discretion will consider the customer's use of the Service, attribute a value based on your contribution to the Service, and share the proceeds with you on an equal basis (after deducting refunds, costs, and expenses such as conversion costs, taxes or duties, bank transfer fees, and commission, where applicable). Scopio will use commercially reasonable efforts to compensate you no later than thirty (30) days following the end of each calendar quarter. Scopio may postpone compensation until the payments owed to you exceed U.S. $ 5.00. Unless otherwise agreed between you and Scopio, you are solely responsible for providing updated payment and contact information to Scopio. In the event Scopio is unable to contact you or remit compensation to you for a period of twelve (12) months, Scopio may, in its sole discretion, terminate the Agreement and remove your Content.
You acknowledge that customers may not credit you as the owner of your Content when they use it, and that Scopio may be identified as the source of the Content. In addition, customers may alter, remove, or add to your Content's metadata without any liability to Scopio, its Distributors, or customers.
This Agreement will continue in effect until terminated by either party by providing the other party with thirty (30) days' written notice. Within sixty (60) days after termination of this Agreement, Scopio will remove your Content from the Service and inform its Distributors to remove your Content; provided, however, that Scopio (and its Distributors) may retain copies of your Content solely for archival and record-keeping purposes. Scopio will not be responsible if any Distributor fails to remove your Content upon request. Any rights to use your Content granted to third parties prior termination of this Agreement will remain valid in accordance with the terms of its license agreement. After termination, Scopio will continue to make payments due to you in accordance with Section 4 of this Agreement.
Nothing in this Agreement will constitute the relationship of an employer and employee, a principal-agent, partnership or a joint venture between you and Scopio. This Agreement is binding upon and shall inure to the benefit of the parties' heirs, executors, administrators, successors, and permitted assigns. Scopio may assign any of its rights and delegate any of its obligations under this Agreement. Notices may be served by email or by mail, at the election of Scopio. You and Scopio agree to notify each other promptly of any change in email or mailing address for the purpose of sending notices pursuant to this Agreement. This Agreement will be interpreted in accordance with the laws of the State of New York, without regard to its laws regarding conflicts of law. The parties agree to submit to the exclusive jurisdiction of the federal or state courts located in the State of New York, County of New York. In the event any provision of this Agreement is deemed unenforceable or invalid by any court of competent jurisdiction or under any applicable law, such enforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and in such event the provision will be changed and interpreted so as to best accomplish the objectives of such provision. No express or implied waiver by either party of any provision of this Agreement or of any breach or default of the other party will constitute a continuing waiver, and no waiver by either party will prevent such party from enforcing any and all other provisions of this Agreement or from acting upon the same or any subsequent breach or default of the other party. This Agreement incorporates the entire understanding of the parties concerning the subject matter contained in it and merges all prior and contemporaneous communications. No action of Scopio, other than the express or written waiver or amendment, may be construed as a waiver or amendment of this Agreement. All notice of changes to this Agreement will be posted on the Scopio website for thirty (30) days. Modifications may include, but are not limited to, changes to the payment procedures. All such modifications will take effect thirty (30) days following notice to you and/or posting on the website, unless Scopio indicates otherwise.