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We're reaching out to request to license your photo or video
We and our clients scope out the most trending images of the day and specific topics that are on demand.
How we plan to use it: Your images are real and relevant. Companies are looking to use everyday images taken by regular people on social media. We'd like to compensate you for your photography. We have included non-exclusive terms to share it, which means you still retain ownership rights. We will notify you when and how your image is used to tell a real life story.
This Contributor Agreement is being offered to you ("you" or "Contributor") by Scopio LLC ("Company"), a platform that offers selected photos and videos, (collectively "Content") to the media (the "Service"). By accepting these terms and submitting your Content to Company, you agree to the below terms, and agree to permit Company to market, distribute and license your Content.
1. Selection and Submission and Content.
If you receive notice from Company that it has selected Content for its Services, you will be asked to submit the Content subject to the terms of this Agreement, and any submission guidelines provided by Company. If you submit, and Company selects any additional Content from you thereafter, the submission of Content shall be subject to the terms of this Agreement, or any updated version of this Agreement.
2. Copyright in Content.
Contributor retains ownership and copyright in the Content. While 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 Content or to police for instances of infringement.
Contributor grants Company permission on an exclusive basis to market, sell and distribute Contributor's Content throughout the world and to permit third parties to reproduce, distribute, publish, transmit, broadcast, display, exhibit, adapt, crop, modify, recast or enhance the Content, alone or in combination with any other material, in any media or embodiment, now known or later developed, for any lawful purpose. The right to adapt, crop, recast, enhance or modify a work is limited to minor cropping and adaptations that do not alter the integrity of the Content. Contributor authorizes Company to use the services of affiliates, distributor or marketing entities ("Distributors") for the promotion and licensing of Content.
Company and its distributors shall have complete and sole discretion regarding the terms, conditions and pricing of Content provided to customers through its Service. Company or its Distributors may enter into arrangements to provide Customers a quantity of Content, and we may offer compensation based on a ratio of Contributor Content provided in our sole discretion.
5. Marketing and Promotion.
During the term of this Agreement, Contributor grants Company and its Distributors, the right, but not the obligation to use Contributor's name, and the right to reproduce, display, transmit, broadcast and adapt any Content to promote, advertise and market Company and its Distributors; and Contributor agrees that no compensation or further consent is due for such use. Marketing may include the use of Content on social networking sites. Additionally, the rights granted include the right to use Content 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.
6. Credit and Metadata.
Contributor acknowledges that customers may not credit Contributor as the owner of the Content provided by Company under its Services and Company may be associated with the Content as the source of the Content. In addition, metadata may be altered, removed, added to, without any liability to Company, its distributors or customers. Contributor specifically waives any moral rights with respect to the Content 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.
7. Term and Termination.
7.1 This Agreement shall continue in effect until terminated by either party by providing the other party with thirty (30) days' written notice.
7.2 In addition, either party may terminate immediately by giving the other party written notice of termination, if the other party fails to cure any breach or default under this Agreement within thirty (30) days after it receives written notice of such breach or default, or should either party become insolvent, or be subject to bankruptcy, either may terminate immediately.
7.3 Upon termination of this Agreement Company will remove Contributor's Content from the Service within sixty (60) days, and will inform its Distributors' to remove the Content provided, however, that Company (and Distributor) may retain copies of your Content for archival and record-keeping purposes. Company shall not be responsible if a Distributor fails to remove Content upon request. In addition, Company may remove Content based on marketability, for failure to comply with submission guidelines or for any legal reasons. Rights to use any Content made prior to removal or termination of this Agreement shall remain valid in accordance with the terms of any content agreement.
7.4 Company will continue to make payments due to you in accordance with Section 9 of this Agreement.
8.1 In the event customers use your Content as part of our Services, Company will reward you for the popularity of your Content and on a quarterly basis calculate Compensation to you by making payment to you through your selected payment facilitator. In calculating compensation Company in its sole discretion will consider the Customer's use of our Service and attribute a value based on your contribution to our Services and share with you on an equal basis after deducting and refunds, costs and expenses such as conversion costs, taxes or duties, bank transfer fees and commission where applicable.
8.2 Company will use commercially reasonable efforts to compensate Contributor no later than thirty (30) days following the end of each calendar quarter. Company may postpone compensation until your rewards attributed to your Services equate to a minimum of US$ 5.00. Contributor may elect to receive payments through an online payment processor or by check. Company's payment to such processor shall fulfill its obligation to make payments to Contributor.
8.3 Unless otherwise agreed between Contributor and Company, Contributor is solely responsible for maintaining an account with Contributor's payment facilitator and provide updated contact information with Company. In the event Company is unable to contact Contributor or remit compensation to Contributor for a period of  months, Company may, in its sole discretion, terminate the Agreement and remove Contributor's Content.
9. Contributor Representations and Warranties.
Contributor represents and warrants that:
(a) Contributor, if an individual, is at least 18 years of age, and has full corporate power and authority to enter into this Agreement;
(b) Contributor is the sole owner and copyright holder in the Content, and/or has the authority to grant Company the rights in the Content;
(c) The content is original and unaltered and does not infringe on, violate or misappropriate any third party copyright, trademark, rights of privacy, publicity, moral rights, defames any third party, is pornographic or obscene, or violate any other third party right;
(d) Any caption information, keywords, metadata or other information submitted with the Content is relevant, accurate and complete, and does not contain false or misleading information; and
(e) The Content contains no viruses, spyware, Trojan horses, time bombs, or other similar harmful or deleterious programming routines or code.
10. Company Warranties.
Company represents and warrants that:
(a) It has the full right and authority to execute and perform its obligations under this Agreement according to its terms;
(b) It shall use commercially reasonable efforts to market and distribute the Content; and
(c) It shall not knowingly provide Content for any pornographic, defamatory, libelous, or otherwise illegal use.
11.1 Contributor agrees to indemnify and to hold Company and its officers, directors, employees and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from any breach of any representation or warranty, any failure to perform any covenant or agreement under this agreement. Contributor agrees that the Company may retain any amounts due to Contributor under this Agreement to the extent the Company is owed any sum under this Section 11.1 Notwithstanding the foregoing, Contributor will not have any liability for costs arising solely and directly from:
(i) Any addition to or change, omission or deletion by the Company of information supplied by the Contributor or
(ii) Use of any Content in a manner not permitted by the terms of this Agreement.
11.2 Company shall indemnify and hold Contributor and, if it has them, its officers, directors, employees and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from any breach of any representation or warranty, any failure to perform any covenant or agreement under this agreement.
12. Disclaimer of Warranties.
THE WEBSITE AND THE SERVICES PROVIDED BY COMPANY ARE PROVIDED ON AN "AS IS" BASIS. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKE NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; THAT THE WEBSITE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR.
13. Limitation of Liability.
COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED TO COMPANY AND CONTRIBUTOR SHOULD MAINTAIN ITS OWN BACKUP FILES FOR ANY CONTENT SUBMITTED TO COMPANY. COMPANY'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, THE USE OF CONTENT PROVIDED TO COMPANY OR THE USE OF THE WEBSITE EXCEED THE FEES COLLECTED BY COMPANY FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM. CONTRIBUTOR ACKNOWLEDGES THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR THE MISUSE OF THE CONTENT BY THIRD PARTIES.
NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY 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 OCCURRING.
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.
14. General Provisions.
14.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties' heirs, executors, administrators, successors, and permitted assigns. Company may assign its rights and obligations under this Agreement including without limitation, any assignment resulting from any corporate reorganization, merger, sale of substantially all the assets to which this Agreement relates. Contributor's obligations under this agreement are personal and may be assigned only with Company's prior written consent; however, Contributor's right to receive payment may be assigned without Company's prior written consent.
14.2 Relationship of the Parties. Nothing in this Agreement will constitute the relationship of an employer and employee, a principal-agent, partnership or a joint venture between Company and the Contributor. Contributor is responsible for obtaining and maintaining all applicable business licenses and insurance, and for timely payment of all income, payroll, and employment-related taxes, including without limitation all unemployment, workers compensation, income tax withholding, social security, and any other taxes of any nature.
14.3 Notices. Notices to be served in accordance with this Agreement may be served by email, or by mail, at the election of Company. The Contributor and Company agree to notify each other promptly of any change in their email or mail address for the purpose of notification pursuant of this Agreement.
14.4 Controlling Law. This Agreement shall be interpreted in accordance with the laws of the State of New York without regard to laws regarding conflicts of law. The Parties agree to submit to the exclusive jurisdiction to the Courts of federal or state court located in the State of New York, County of New York.
14.5 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law, or so held by applicable court decision, such enforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and in such event such provision shall be changed and interpreted so as to best accomplish the objectives of such provision.
14.6 Waiver. No express or implied waiver by either party of any provision of this Agreement or of any breach or default of the other party shall constitute a continuing waiver, and no waiver by either party shall 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.
14.7 Entire Agreement. This Agreement s incorporates the entire understanding of the parties concerning the subject matter contained herein and merges all prior and contemporaneous communications. No action of Company, other than the express or written waiver or amendment, may be construed as a waiver or amendment of this Agreement.
14.8 Modification. All notice of changes to this Contributor Agreement will be posted on the 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 of notice to Contributor and/or posting on the Website, unless Company indicates otherwise.
14.9 Releases/Captions. COMPANY will notify Licensee if it has obtained a model release and/or a property release for Image(s), either in the release status information accompanying the Image(s) on COMPANY' website, in the Invoice or by other means. If no such notification is given, then no such model or property release has been obtained. COMPANY grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image(s), or with respect to any music or audio included with the Images . Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such Image(s) or if additional permissions or consents are necessary from person, entity, association, guild or other organization. Licensee may not rely on any statements made by any Company employee or representative other than those provided in this Agreement. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. COMPANY used commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information.