Non-Exclusive Contributor Agreement

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.

1. Selection and Submission and 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.

2. Copyright Ownership

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.

3. Permission Granted to Scopio

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.

4. Compensation

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.

5. Credit and Metadata

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.

6. Representations and Warranties; Disclaimers

  • (a) You represent and warrant that:
  • (i) you have full power and authority to enter into this Agreement, and if you are an individual, that you are at least 18 years of age;
  • (ii) you are the sole owner and copyright holder in your Content and/or you have the authority to grant Scopio the permission granted in Section 3;
  • (iii) your Content is original and does not infringe on, violate or misappropriate any third party copyright, trademark, rights of privacy, publicity, moral rights, or any other third party right, or defame any third party, and it is not pornographic or obscene;
  • (iv) any caption information, keywords, metadata, or other information submitted with your Content is relevant, accurate, complete, and does not contain false or misleading information; and
  • (v) your Content contains no viruses, spyware, Trojan horses, time bombs, or other similar harmful programming routines or code.
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  • (b) Scopio represents and warrants that it:
  • (i) has the full right and authority to execute this Agreement and perform its obligations hereunder according to the terms;
  • (ii) will use commercially reasonable efforts to market and distribute your Content; and
  • (iii) will not knowingly provide your Content for any pornographic, defamatory, libelous, or otherwise illegal use.

7. Indemnification; Limitation of Liability

  • (a) You agree to indemnify and hold Scopio and its officers, directors, employees, and agents harmless from any claims, liabilities, losses, and damages (including reasonable attorneys' fees and expenses) arising from any breach of any representation or warranty under this Agreement. You agree that Scopio may retain any amounts due to you under this Agreement to the extent Scopio is owed any sum under this Section. This indemnity does not apply to costs arising solely and directly from:
  • (a) any addition to or change, omission, or deletion by Scopio of information supplied by you; or
  • (b) third party use of any Content in a manner not permitted by the terms of this Agreement.
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  • (b) Scopio agrees to indemnify and hold you and, if you have them, your officers, directors, employees, and agents harmless from any claims, liabilities, losses, and damages (including reasonable attorneys' fees and expenses) arising from any breach of any representation or warranty, or any failure to perform any covenant or agreement under this Agreement.
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  • (c) SCOPIO WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED TO SCOPIO. SCOPIO'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, THE USE OF CONTENT PROVIDED TO SCOPIO, OR THE USE OF THE WEBSITE, WILL NOT EXCEED THE FEES COLLECTED BY SCOPIO FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM. YOU ACKNOWLEDGE THAT SCOPIO WILL NOT BE RESPONSIBLE FOR THE MISUSE OF YOUR CONTENT BY THIRD PARTIES. NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

8. Term and Termination

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.

9. General Provisions

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.