Image Revolver Artist Submission Agreement
THIS IS A FAIRLY LENGTHY DOCUMENT CONTAINING MANY IMPORTANT PROVISIONS THAT AFFECT YOUR RIGHTS AND OBLIGATIONS. BY CHECKING THE CORRECT BOX AT THE END OF TH ARTIST’S CONTENT UPLOAD AGREEMENT (THIS “AGREEMENT”), YOU HEREBY AGREE TO BE BOUND BY THIS AGREEMENT. WE ENCOURAGE YOU TO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
This Agreement governs the terms by which photographers and illustrators provide content to the Image Revolver community through the web site located at www.imagerevolver.com (the “Site”).
Background of Agreement
This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Artist, you must follow the termination procedures set forth below under “Term and Termination”.
Our services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Our services are not available to persons under 16 years of age.
Provision of Content
The parties acknowledge that the Artist may provide photographs, illustrations and related information to the Image Revolver community using the upload procedures of the Site or such other procedures as the parties may mutually agree upon (collectively, “Content”). Image Revolver, in its sole discretion, may determine which of such Content is suitable for posting on the Site or other means of distribution, and only such Content as it deems suitable will be considered “Accepted Content” for the purposes of this Agreement.
In addition to the terms of this Agreement, the parties acknowledge that the provision of all Content is subject to the policies and procedures outlined in the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable Content outlined in the Site will be deemed to be a breach of this Agreement.
You acknowledge and agree that content uploaded as Exclusive Content in the upload section of the Site will not be available for download or purchase any place other than on the Image Revolver website. Failure to adhere to these terms may result in legal action and immediate termination of your account.
Grant of Authority
You hereby appoint Image Revolver as your non-exclusive agent to market and sell your Accepted Content once an order has been made through www.imagerevolver.com ("the website"). Image Revolver accepts the appointment as agent, on the terms set out in this Agreement.
You hereby acknowledge that Image Revolver may sell prints associated with your Accepted Content and/or subcontract the printing and sale of prints associated with your Accepted Content. You acknowledge that Artists will not have any right, title, or interest in any other materials with which Artist’s Content may be combined or into which all or any portion of Artist’s Content may be incorporated. You further acknowledge that Image Revolver may subject your submissions to open review by the Image Revolver user community and base acceptance of your submissions on such review.
You warrant that Image Revolver may use Accepted Content for its own business purposes relating to the promotion of the Site and its distribution programs, and expand the market for the licensing of Accepted Content. No compensation shall be due to the Artist for use of Accepted Content for such business purposes.
You will retain ownership of the Content you upload to Image Revolver. You hereby grant to Image Revolver a royalty free, worldwide, transferable, non-exclusive right and license to use such Content as Image Revolver deems necessary to sell, distribute and redistribute, publish, republish, upload, post, transmit, crop, package, repackage, produce and sell Content or publicly perform or display Content to prospective licensees for so long as your Content remains uploaded to the site. Image Revolver may sublicense the rights that you grant it in this section to a third party subcontractor for the purposes of selling prints associated with your Accepted Content. Upon cancellation of your account and removal of your images, Image Revolver shall no longer maintain these rights.
Intellectual Property
The Artist acknowledges that Image Revolver prohibits any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.
By uploading Content, you are warranting that you own all proprietary rights, including copyright, in and to the Content. In addition, if the Content contains images of people or persons, you represent and warrant that you have obtained a valid and binding model release from all required parties in substantially the same form as that provided in the legal section of the Site. You also warrant that where required by applicable law, you have also obtained a valid and binding property release in substantially the same form as that provided in the legal section of the Site relating to any identifiable property contained in the Content that might sensibly lead to the identity of or be required by the owner of such property to permit the uses under the Content License Agreement.
The Artist agrees that neither Image Revolver nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content.
Compensation
You authorize Image Revolver to collect, hold and distribute all proceeds from the sale of your Accepted Content.
Image Revolver agrees to pay a portion of the fee collected from the sale of Accepted Content that is downloaded or otherwise purchased by end-users. Image Revolver pays artists via PayPal. Artists who do not already have a PayPal account agree to open an account in order to receive payment. The fee upon which your payout is based is the price of the downloaded image (the "image price"). If an image is purchased as a print, artists are compensated based on the price of the download and are not compensated for the additional fees associated with printing the image. Payment is made according to the following rate schedule:
| Size | Exclusive Print | Non-exclusive Print | Exclusive Print with Frame | Non-exclusive Print with Frame |
| 8 x 10 | $5.00 | $3.00 | $8.50 | $5.10 |
| 8 x 12 | $5.00 | $3.00 | $8.50 | $5.10 |
| 11 x 14 | $6.00 | $3.60 | $10.00 | $6.00 |
| 11 x 17 | $6.50 | $3.90 | $10.50 | $6.30 |
| 13 x 19 | $7.00 | $4.20 | $13.00 | $7.80 |
| 16 x 20 | $8.00 | $4.80 | $14.00 | $8.40 |
| 20 x 30 | - | - | $15.00 | $9.00 |
The Rate Schedule is subject to change at the sole discretion of Image Revolver in the ordinary course of its business without notice by posting such changes on the Site. If at any time the Rate Schedule is not acceptable to the Artist, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms.
Image Revolver will endeavor to make payment of fees in respect of purchased downloads of Accepted Content on a monthly basis on or about the 15th day of the month following the purchase of Accepted Content provided such fees aggregate a minimum of 50 USD, failing which fees owing will be retained until they exceed such minimum. In all cases, payment of fees to the Artist will be net of:
- applicable taxes or other withholdings required by applicable law
- bad debts or other uncollectible sums
- amounts owed by the Artist to Image Revolver
Image Revolver is entitled to set-off against any amount owed to the Artist, all amounts to which Image Revolver is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Artist under this Agreement.
Passwords
You acknowledge and agree that you will be responsible for each and every access or use of the Upload portions of the Site that occurs in conjunction with your Member Name and such passwords, and that Image Revolver is authorized to accept your Member Name and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. Image Revolver shall have no liability or responsibility to monitor the provision of Content under your member name and password.
Managing Content
Image Revolver does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such communications or Content. Notwithstanding the foregoing, Image Revolver reserves the right to delete, move, refuse to accept or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to Image Revolver or as it may direct. Image Revolver shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by Image Revolver to determine Accepted Content is done as a courtesy and not an obligation.
NOTICE: You acknowledge that the Content you provide pursuant to this Agreement that becomes Accepted Content may be purchased or licensed by members with the intention that such licensees will adhere to the terms of the Content License Agreement. Image Revolver cannot take responsibility for the compliance by purchasers and licensees of the terms of such agreements, and you acknowledge and agree to the possibility of Content being used in a manner that is not contemplated in this Agreement or the Content License Agreement. You also agree that notwithstanding any rights you may have to pursue the licensees of such Content at law, Image Revolver shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Accepted Content. Image Revolver will use commercial efforts to assist in the protection of your intellectual property rights, at your request and expense only.
Representations and Warranties
The Artist hereby represents and warrants as follows:
The Artist has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Content, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement;
No portion of the Content as delivered to Image Revolver from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying 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 intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Content.
The Content delivered to Image Revolver 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.
Indemnity
You agree to indemnify, defend and hold Image Revolver and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content (collectively, the “Image Revolver Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Image Revolver Party as a result of or in connection with: 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; or resulting from any communication made or Content uploaded under your Member Name; any breach by you of this Agreement; or any claim threatened or asserted against any Image Revolver Party to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement and the Content License Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party.
Image Revolver reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Image Revolver's defense of such claim.
Term and Termination
This Agreement is effective until terminated. You may terminate this Agreement at any time by cancelling your account in your Manage Account page or such other means of written notice acceptable to Image Revolver which enables confirmation of your identity and your intention to terminate. Image Revolver may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If Image Revolver terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement, as well.
Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party 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 makes an assignment for the benefit of creditors, or 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 statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or is adjudicated insolvent or bankrupt, or is in breach of this Agreement.
In addition, Image Revolver may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: in the reasonable opinion of Image Revolver, any material misrepresentation made as to the capacity, identity or copyright ownership of Content or the Artist provided hereunder; or no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Artist based on the information provided through the Site as part of the account profile of such Artist.
Effect of Termination
Upon the termination of this Agreement, the grant of authority given to Image Revolver shall cease subject to the following conditions: Image Revolver shall remove Accepted Content from the Site within thirty (30) days of the termination of this Agreement; notwithstanding termination, Image Revolver shall have the right to continue licensing Accepted Content until it is removed from the Site; and regardless of the expiration or termination of this Agreement, Image Revolver will continue, in accordance with this Agreement, to pay compensation due to the Artist in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.
Upon termination, Image Revolver will be entitled to retain all amounts owing to the Artist for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.
Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by Image Revolver pursuant to this Agreement.
Termination of this Agreement shall operate without prejudice to the Image Revolver's rights, defenses and limitations of liability, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.
DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY IMAGE REVOLVER “AS IS” 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, OR FITNESS FOR A PARTICULAR PURPOSE. IMAGE REVOLVER DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
IMAGE REVOLVER DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
LIMITATION OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL IMAGE REVOLVER 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 OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF IMAGE REVOLVER 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.
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 IMAGE REVOLVER OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Applicable law
The Site is controlled, operated and administered by Image Revolver from within the United States of America. The Site can be accessed from all territories of the United States, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Unites states, you acknowledge and agree that this Agreement will be governed under the laws of the United States. You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the United States with respect to the subject matter of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site. You agree to waive any right you may have to trial by jury; and to commence or participate in any class action against Image Revolver related to the Site or this Agreement.
Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in the United States.
If Image Revolver is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse Image Revolver for its legal fees, costs and disbursements if Image Revolver is successful.
General
You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
Image Revolver's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without Image Revolver's prior written consent. Image Revolver may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
This Agreement can be amended by the written agreement of the parties or by Image Revolver posting amendments on the Upload portion of the Site. Continued provision of Content or failure to terminate this Agreement within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by the Artist and it will be incorporated by reference into this Agreement.
ACKNOWLEDGEMENT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF IMAGE REVOLVER AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND IMAGE REVOLVER, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND IMAGE REVOLVER RELATING TO THE SUBJECT OF THIS AGREEMENT.
